AMENDED AND RESTATED
                          TRANSFER AGENCY AGREEMENT AND
                         SHAREHOLDER SERVICES AGREEMENT

     AGREEMENT to be effective October 22, 2003, by and between each of the
mutual funds identified in Schedule A (each referred to herein as the "Fund"),
each of which is a Maryland corporation, and PRINCIPAL MANAGEMENT CORPORATION,
an Iowa corporation (referred to herein as "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"); and

     WHEREAS, The Fund and the Manager have adopted procedures to implement an
Anti-Money Laundering Program reasonably designed to prevent the funds from
being used to launder money or to support terrorist activities; and

     WHEREAS, The Fund wants to appoint the Manager as its agent to assure the
Fund's Anti-Money Laundering Program procedures are implemented and the program
is operated in accordance with those procedures, and the Manager is willing to
accept this responsibility.

     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 therefore 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.   RESPONSIBILITY FOR IMPLEMENTING THE FUND'S ANTI-MONEY LAUNDERING PROGRAM

       The Fund hereby appoints the Manager to act as its agent to assure the
Fund's Anti-Money Laundering Program procedures are implemented, and the Manager
accepts this appointment. The Manager will assure such procedures are
implemented and the program is operated in accordance with those procedures and
will provide such reports and information as the Fund may request from time to
time to facilitate the Fund's oversight of such program. The Manager will also
make information and records relating to the Fund's Anti-Money Laundering
Program available to federal regulators as required by law and will permit such
regulators to examine and inspect the Manager for purposes of the program. The
Manager will perform the specific requirements of the Fund's Customer
Identification Program and will annually certify it has implemented the Fund's
anti-money laundering program.


3.   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.

4.   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.

5.   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.

6.   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, Des Moines,
Iowa 50392.

7.   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 Mutual Funds                   Princor Financial Services Corporation

             /s/ A. S. Filean                      /s/ R. C. Eucher
By                                       By
   ----------------------------------      ------------------------------------
      A. S. Filean, Vice President            R. C. Eucher, President





                                   Schedule A
                                                 
Principal Balanced Fund, Inc.                       Principal MidCap Fund, Inc.
Principal Bond Fund, Inc.                           Principal Partners Blue Chip Fund, Inc.
Principal Capital Value Fund, Inc.                  Principal Partners Equity Growth Fund, Inc.
Principal Cash Management Fund, Inc.                Principal Partners LargeCap Blend Fund, Inc.
Principal Government Securities Income Fund, Inc.   Principal Partners LargeCap Value Fund, Inc.
Principal Growth Fund, Inc.                         Principal Partners MidCap Growth Fund, Inc.
Principal International Emerging Markets Fund, Inc. Principal Partners SmallCap Growth Fund, Inc.
Principal International Fund, Inc.                  Principal Real Estate Fund, Inc.
Principal International SmallCap Fund, Inc.         Principal SmallCap Fund, Inc.
Principal LargeCap Stock Index Fund, Inc.           Principal Tax Exempt Bond Fund, Inc.
Principal Limited Term Bond Fund, Inc.              Principal Utilities Fund, Inc.