PRINCIPAL PARTNERS LARGECAP VALUE FUND INC
N-1A/A, EX-99.CHOLDERSRTS, 2000-12-22
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                  PRINCIPAL PARTNERS LARGECAP BLEND FUND, INC.

              INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND

   Number                                                   Class A Shares
 BLF-_________


This Certifies that _____________________________

is the owner of _________________  Class A share of fully paid,  non-assessable,
$.01  par  value  capital  stock  of  Principal   Pacific Basin  Fund,  Inc.,
transferable only on the books of the Corporation by the holder hereof in person
or by attorney upon the surrender of this certificate duly endorsed.  The holder
hereof by accepting this  certificate  expressly  assents to and is bound by the
Article of  Incorporation,  as amended,  and the  By-Laws,  as  amended,  of the
Corporation,  copies of which are  available  for  inspection  at the  principal
office of the Corporation.

THE SHARES  REPRESENTED BY THIS  CERTIFICATE WILL BE REDEEMED BY THE CORPORATION
UPON REQUEST OF THE STOCKHOLDER AS PROVIDED IN THE ARTICLES OF  INCORPORATION OF
THE CORPORATION.  IN ADDITION,  THE ARTICLES OF  INCORPORATION  PROVIDE THAT THE
CORPORATION,  AT ITS OPTION,  MAY PURCHASE OR REDEEM  SHARES OF ITS COMMON STOCK
UNDER CERTAIN OTHER CIRCUMSTANCES. THE PROVISIONS OF THE CORPORATION'S ARTICLES
OF  INCORPORATION  RELATING TO SUCH PURCHASES OR REDEMPTIONS BY THE  CORPORATION
APPEAR ON THE REVERSE OF THIS CERTIFICATE.  THE NUMBER OF SHARES  REPRESENTED BY
THIS CERTIFICATE IS SUBJECT TO REDUCTION BY REASON OF CERTAIN OF SUCH PROVISIONS
RELATING TO A REDEMPTION.

In witness whereof, the Corporaiton has caused this certificate to be signed by
its duly authorized Officers and to be sealed with the seal of the Corporation.


COUNTERSIGNED AND REGISTERD:
     PRINCIPAL MANAGEMENT CORPORATION
          TRANSFER AGENT AND REGISTRAR

BY:
             AUTHORIZED OFFICER


Principal                     Corporate Seal                /s/Ralph C. Eucher
Mutual                        Principal                       PRESIDENT
Funds                         Pacific
                              Basin
                              Fund, Inc.                    /s/A.S. Filean
                              2000                            SECRETARY
                              Maryland

Cusip No.            See Reverse side for Certain Definitions   DATED:

<PAGE>

                  PRINCIPAL PARTNERS LARGECAP BLEND FUND, INC.

SECTIONS 5, 6, 7, 8, and 9 OF ARTICLE FIFTH OF THE ARTICLES OF INCORPORATION OF
THE CORPORATION ARE SET FORTH BELOW.


Section 5. Redemption and Repurchase of Shares of Capital Stock: Any shareholder
may redeem  shares of the  Corporation  for the net asset value of each class or
series  thereof by  presentation  of an appropriate  request,  together with the
certificates,  if any, for such shares,  duly endorsed,  at the office or agency
designated by the  Corporation.  Redemptions  as aforesaid,  or purchases by the
Corporation  of its own stock,  shall be made in the  manner and  subject to the
conditions contained in the bylaws or approved by the Board of Directors.

Section 6.  Purchase of Shares:  The  Corporation  shall be entitled to purchase
shares of any class of its capital stock, to the extent that the Corporation may
lawfully effect such purchase under Maryland General  Corporation Law, upon such
terms and conditions and for such  consideration as the Board of Directors shall
deem  advisable,  by agreement with the stockholder at a price not exceeding the
net asset value per share computed in accordance with Section 4 of this Article.

Section 7. Redemption of Minimum Amounts:

(a) If after giving  effect to a request for  redemption by a  stockholder,  the
aggregate net asset value of his remaining shares of any series or class will be
less than the Minimum Amount then in effect,  the Corporation  shall be entitled
to require the  redemption of the  remaining  shares of such class owned by such
stockholder, upon notice given in accordance with paragraph (c) of this Section,
to the extent that the Corporation  may lawfully  effect such  redemption  under
Maryland General Corporation Law.

(b) The term "Minimum  Amount" when used herein shall mean Three Hundred Dollars
($300)  unless  otherwise  fixed by the  Board of  Directors  from time to time,
provided  that the  Minimum  amount may not in any event  exceed  Five  Thousand
Dollars ($5,000).

(c) If any redemption under paragraph (a) of this Section is upon notice, the
notice shall be in writing personally delivered or deposited in the mail, at
least thirty days prior to such redemption. If mailed, the notice shall be
addressed to the stockholder at his post office address as shown on the books of
the Corporation, and sent by certified or registered mail, postage prepaid. The
price for shares redeemed by the Corporation pursuant to paragraph (a) of this
Section shall be paid in cash in an amount equal to the net asset value of
such shares, computed in accordance with Section 4 of this Article.

Section 8. Mode of Payment:  Payment by the Corporation for shares of any series
or  class  of  the  capital  stock  of  the  Corporation  surrendered  to it for
redemption  shall be made by the Corporation  within three business days of such
surrender  out of the  funds  legally  available  therefor,  provided  that  the
Corporation  may  suspend  the  right of the  holders  of  capital  stock of the
Corporation to redeem shares of capital stock and may postpone the right of such
holders to receive payment for any shares when permitted or required to do so by
law.  Payment of the redemption or purchase price may be made in cash or, at the
option of the Corporation,  wholly or partly in such portfolio securities of the
Corporation as the Corporation may select.

Section 9. Rights of Holders of Shares  Purchased or Redeemed:  The right of any
holder of any series or class of capital stock of the  Corporation  purchased or
redeemed by the  Corporation  as provided in this  Article to receive  dividends
thereon and all other  rights of such holder with  respect to such shares  shall
terminate  at the time as of which  the  purchase  or  redemption  price of such
shares is  determined,  except  the  right of such  holder  to  receive  (i) the
purchase  or  redemption  price  of such  shares  from  the  Corporation  or its
designated agent and (ii) any dividend or distribution or voting rights to which
such holder has previously  become  entitled as the record holder of such shares
on the record date for the determination of the stockholders entitled to receive
such dividend or distribution or to vote at the meeting of stockholders.

The following  abbreviations,  when used in the  inscription of the face of this
certificate,  shall  be  construed  as  though  they  were  written  out in full
according to applicable laws or regulations.  Additional  abbreviations may also
be used.

TEN COM - as tenants in common
JTTEN   - as joint tenants with right of survivorship and not as tenants in
          common
UNIF TRANS MIN ACT - ......................Custodian (Minor)
   under Uniform Transfer to Minors Act..............(State)
TOD - Transfer on Death


For Value received ____________________hereby sell, assign and transfer unto

________________________________________________________________________________
           PLEASE PRINT OR TYPE NAME AND ADDRESS OF ASSIGNEE

________________________________________________________________________________

__________________________________________________________________________Shares
of the Capital Stock represented by within Certificate, and do hereby
irrevocably constitute and appoint___________________________________Attorney to
transfer the said stock on the books of the within named Corporation with full
power of substitution in the premises. Dated ___________________________

                                           _____________________________________

                                           _____________________________________

In Presnce of

___________________________________________

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE. IN EVERY PARTICULAR, WITHOUT ALTER-
ATION OR ENLARGEMENT, OR ANY CHANGE WHAT SO EVER.

<PAGE>

                  PRINCIPAL PARTNERS LARGECAP BLEND FUND, INC.

              INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND

   Number                                                   Class B Shares
 BLB-_________


This Certifies that _____________________________

is the owner of ___________________ Class B share of fully paid, non-assessable,
$.01  par  value  capital  stock  of  Principal   Pacific Basin  Fund,  Inc.,
transferable only on the books of the Corporation by the holder hereof in person
or by attorney upon the surrender of this certificate duly endorsed.  The holder
hereof by accepting this  certificate  expressly  assents to and is bound by the
Article of  Incorporation,  as amended,  and the  By-Laws,  as  amended,  of the
Corporation,  copies of which are  available  for  inspection  at the  principal
office of the Corporation.

THE SHARES  REPRESENTED BY THIS  CERTIFICATE WILL BE REDEEMED BY THE CORPORATION
UPON REQUEST OF THE STOCKHOLDER AS PROVIDED IN THE ARTICLES OF  INCORPORATION OF
THE CORPORATION.  IN ADDITION,  THE ARTICLES OF  INCORPORATION  PROVIDE THAT THE
CORPORATION,  AT ITS OPTION,  MAY PURCHASE OR REDEEM  SHARES OF ITS COMMON STOCK
UNDER CERTAIN OTHER CIRCUMSTANCES. THE PROVISIONS OF THE CORPORATION'S ARTICLES
OF  INCORPORATION  RELATING TO SUCH PURCHASES OR REDEMPTIONS BY THE  CORPORATION
APPEAR ON THE REVERSE OF THIS CERTIFICATE.  THE NUMBER OF SHARES  REPRESENTED BY
THIS CERTIFICATE IS SUBJECT TO REDUCTION BY REASON OF CERTAIN OF SUCH PROVISIONS
RELATING TO A REDEMPTION.

In witness whereof, the Corporaiton has caused this certificate to be signed by
its duly authorized Officers and to be sealed with the seal of the Corporation.


COUNTERSIGNED AND REGISTERD:
     PRINCIPAL MANAGEMENT CORPORATION
          TRANSFER AGENT AND REGISTRAR

BY:
             AUTHORIZED OFFICER


Principal                     Corporate Seal                /s/Ralph C. Eucher
Mutual                        Principal                       PRESIDENT
Funds                         Pacific
                              Basin
                              Fund, Inc.                    /s/A.S. Filean
                              2000                            SECRETARY
                              Maryland

Cusip No.            See Reverse side for Certain Definitions   DATED:

<PAGE>

                  PRINCIPAL PARTNERS LARGECAP BLEND FUND, INC.

SECTIONS 5, 6, 7, 8, and 9 OF ARTICLE FIFTH OF THE ARTICLES OF INCORPORATION OF
THE CORPORATION ARE SET FORTH BELOW.


Section 5. Redemption and Repurchase of Shares of Capital Stock: Any shareholder
may redeem  shares of the  Corporation  for the net asset value of each class or
series  thereof by  presentation  of an appropriate  request,  together with the
certificates,  if any, for such shares,  duly endorsed,  at the office or agency
designated by the  Corporation.  Redemptions  as aforesaid,  or purchases by the
Corporation  of its own stock,  shall be made in the  manner and  subject to the
conditions contained in the bylaws or approved by the Board of Directors.

Section 6.  Purchase of Shares:  The  Corporation  shall be entitled to purchase
shares of any class of its capital stock, to the extent that the Corporation may
lawfully effect such purchase under Maryland General  Corporation Law, upon such
terms and conditions and for such  consideration as the Board of Directors shall
deem  advisable,  by agreement with the stockholder at a price not exceeding the
net asset value per share computed in accordance with Section 4 of this Article.

Section 7. Redemption of Minimum Amounts:

(a) If after giving  effect to a request for  redemption by a  stockholder,  the
aggregate net asset value of his remaining shares of any series or class will be
less than the Minimum Amount then in effect,  the Corporation  shall be entitled
to require the  redemption of the  remaining  shares of such class owned by such
stockholder, upon notice given in accordance with paragraph (c) of this Section,
to the extent that the Corporation  may lawfully  effect such  redemption  under
Maryland General Corporation Law.

(b) The term "Minimum  Amount" when used herein shall mean Three Hundred Dollars
($300)  unless  otherwise  fixed by the  Board of  Directors  from time to time,
provided  that the  Minimum  amount may not in any event  exceed  Five  Thousand
Dollars ($5,000).

(c) If any redemption under paragraph (a) of this Section is upon notice, the
notice shall be in writing personally delivered or deposited in the mail, at
least thirty days prior to such redemption. If mailed, the notice shall be
addressed to the stockholder at his post office address as shown on the books of
the Corporation, and sent by certified or registered mail, postage prepaid. The
price for shares redeemed by the Corporation pursuant to paragraph (a) of this
Section shall be paid in cash in an amount equal to the net asset value of
such shares, computed in accordance with Section 4 of this Article.

Section 8. Mode of Payment:  Payment by the Corporation for shares of any series
or  class  of  the  capital  stock  of  the  Corporation  surrendered  to it for
redemption  shall be made by the Corporation  within three business days of such
surrender  out of the  funds  legally  available  therefor,  provided  that  the
Corporation  may  suspend  the  right of the  holders  of  capital  stock of the
Corporation to redeem shares of capital stock and may postpone the right of such
holders to receive payment for any shares when permitted or required to do so by
law.  Payment of the redemption or purchase price may be made in cash or, at the
option of the Corporation,  wholly or partly in such portfolio securities of the
Corporation as the Corporation may select.

Section 9. Rights of Holders of Shares  Purchased or Redeemed:  The right of any
holder of any series or class of capital stock of the  Corporation  purchased or
redeemed by the  Corporation  as provided in this  Article to receive  dividends
thereon and all other  rights of such holder with  respect to such shares  shall
terminate  at the time as of which  the  purchase  or  redemption  price of such
shares is  determined,  except  the  right of such  holder  to  receive  (i) the
purchase  or  redemption  price  of such  shares  from  the  Corporation  or its
designated agent and (ii) any dividend or distribution or voting rights to which
such holder has previously  become  entitled as the record holder of such shares
on the record date for the determination of the stockholders entitled to receive
such dividend or distribution or to vote at the meeting of stockholders.

The following  abbreviations,  when used in the  inscription of the face of this
certificate,  shall  be  construed  as  though  they  were  written  out in full
according to applicable laws or regulations.  Additional  abbreviations may also
be used.

TEN COM - as tenants in common
JTTEN   - as joint tenants with right of survivorship and not as tenants in
          common
UNIF TRANS MIN ACT - ......................Custodian (Minor)
   under Uniform Transfer to Minors Act..............(State)
TOD - Transfer on Death


For Value received ____________________hereby sell, assign and transfer unto

________________________________________________________________________________
           PLEASE PRINT OR TYPE NAME AND ADDRESS OF ASSIGNEE

________________________________________________________________________________

__________________________________________________________________________Shares
of the Capital Stock represented by within Certificate, and do hereby
irrevocably constitute and appoint___________________________________Attorney to
transfer the said stock on the books of the within named Corporation with full
power of substitution in the premises. Dated ___________________________

                                           _____________________________________

                                           _____________________________________

In Presnce of

___________________________________________

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE. IN EVERY PARTICULAR, WITHOUT ALTER-
ATION OR ENLARGEMENT, OR ANY CHANGE WHAT SO EVER.

<PAGE>

                  PRINCIPAL PARTNERS LARGECAP BLEND FUND, INC.

              INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND

   Number                                                   Class C Shares
 BLC-_________


This Certifies that _____________________________

is  the  owner  of  _________________________  Class  C  share  of  fully  paid,
non-assessable,  $.01 par value capital stock of Principal Pacific Basin Fund,
Inc.,  transferable only on the books of the Corporation by the holder hereof in
person or by attorney upon the surrender of this certificate duly endorsed.  The
holder hereof by accepting this certificate expressly assents to and is bound by
the Article of Incorporation,  as amended,  and the By-Laws,  as amended, of the
Corporation,  copies of which are  available  for  inspection  at the  principal
office of the Corporation.

THE SHARES  REPRESENTED BY THIS  CERTIFICATE WILL BE REDEEMED BY THE CORPORATION
UPON REQUEST OF THE STOCKHOLDER AS PROVIDED IN THE ARTICLES OF  INCORPORATION OF
THE CORPORATION.  IN ADDITION,  THE ARTICLES OF  INCORPORATION  PROVIDE THAT THE
CORPORATION,  AT ITS OPTION,  MAY PURCHASE OR REDEEM  SHARES OF ITS COMMON STOCK
UNDER CERTAIN OTHER CIRCUMSTANCES. THE PROVISIONS OF THE CORPORATION'S ARTICLES
OF  INCORPORATION  RELATING TO SUCH PURCHASES OR REDEMPTIONS BY THE  CORPORATION
APPEAR ON THE REVERSE OF THIS CERTIFICATE.  THE NUMBER OF SHARES  REPRESENTED BY
THIS CERTIFICATE IS SUBJECT TO REDUCTION BY REASON OF CERTAIN OF SUCH PROVISIONS
RELATING TO A REDEMPTION.

In witness whereof, the Corporaiton has caused this certificate to be signed by
its duly authorized Officers and to be sealed with the seal of the Corporation.


COUNTERSIGNED AND REGISTERD:
     PRINCIPAL MANAGEMENT CORPORATION
          TRANSFER AGENT AND REGISTRAR

BY:
             AUTHORIZED OFFICER


Principal                     Corporate Seal                /s/Ralph C. Eucher
Mutual                        Principal                       PRESIDENT
Funds                         Pacific
                              Basin
                              Fund, Inc.                    /s/A.S. Filean
                              2000                             SECRETARY
                              Maryland

Cusip No.            See Reverse side for Certain Definitions   DATED:

<PAGE>

                  PRINCIPAL PARTNERS LARGECAP BLEND FUND, INC.

SECTIONS 5, 6, 7, 8, and 9 OF ARTICLE FIFTH OF THE ARTICLES OF INCORPORATION OF
THE CORPORATION ARE SET FORTH BELOW.


Section 5. Redemption and Repurchase of Shares of Capital Stock: Any shareholder
may redeem  shares of the  Corporation  for the net asset value of each class or
series  thereof by  presentation  of an appropriate  request,  together with the
certificates,  if any, for such shares,  duly endorsed,  at the office or agency
designated by the  Corporation.  Redemptions  as aforesaid,  or purchases by the
Corporation  of its own stock,  shall be made in the  manner and  subject to the
conditions contained in the bylaws or approved by the Board of Directors.

Section 6.  Purchase of Shares:  The  Corporation  shall be entitled to purchase
shares of any class of its capital stock, to the extent that the Corporation may
lawfully effect such purchase under Maryland General  Corporation Law, upon such
terms and conditions and for such  consideration as the Board of Directors shall
deem  advisable,  by agreement with the stockholder at a price not exceeding the
net asset value per share computed in accordance with Section 4 of this Article.

Section 7. Redemption of Minimum Amounts:

(a) If after giving  effect to a request for  redemption by a  stockholder,  the
aggregate net asset value of his remaining shares of any series or class will be
less than the Minimum Amount then in effect,  the Corporation  shall be entitled
to require the  redemption of the  remaining  shares of such class owned by such
stockholder, upon notice given in accordance with paragraph (c) of this Section,
to the extent that the Corporation  may lawfully  effect such  redemption  under
Maryland General Corporation Law.

(b) The term "Minimum  Amount" when used herein shall mean Three Hundred Dollars
($300)  unless  otherwise  fixed by the  Board of  Directors  from time to time,
provided  that the  Minimum  amount may not in any event  exceed  Five  Thousand
Dollars ($5,000).

(c) If any redemption under paragraph (a) of this Section is upon notice, the
notice shall be in writing personally delivered or deposited in the mail, at
least thirty days prior to such redemption. If mailed, the notice shall be
addressed to the stockholder at his post office address as shown on the books of
the Corporation, and sent by certified or registered mail, postage prepaid. The
price for shares redeemed by the Corporation pursuant to paragraph (a) of this
Section shall be paid in cash in an amount equal to the net asset value of
such shares, computed in accordance with Section 4 of this Article.

Section 8. Mode of Payment:  Payment by the Corporation for shares of any series
or  class  of  the  capital  stock  of  the  Corporation  surrendered  to it for
redemption  shall be made by the Corporation  within three business days of such
surrender  out of the  funds  legally  available  therefor,  provided  that  the
Corporation  may  suspend  the  right of the  holders  of  capital  stock of the
Corporation to redeem shares of capital stock and may postpone the right of such
holders to receive payment for any shares when permitted or required to do so by
law.  Payment of the redemption or purchase price may be made in cash or, at the
option of the Corporation,  wholly or partly in such portfolio securities of the
Corporation as the Corporation may select.

Section 9. Rights of Holders of Shares  Purchased or Redeemed:  The right of any
holder of any series or class of capital stock of the  Corporation  purchased or
redeemed by the  Corporation  as provided in this  Article to receive  dividends
thereon and all other  rights of such holder with  respect to such shares  shall
terminate  at the time as of which  the  purchase  or  redemption  price of such
shares is  determined,  except  the  right of such  holder  to  receive  (i) the
purchase  or  redemption  price  of such  shares  from  the  Corporation  or its
designated agent and (ii) any dividend or distribution or voting rights to which
such holder has previously  become  entitled as the record holder of such shares
on the record date for the determination of the stockholders entitled to receive
such dividend or distribution or to vote at the meeting of stockholders.

The following  abbreviations,  when used in the  inscription of the face of this
certificate,  shall  be  construed  as  though  they  were  written  out in full
according to applicable laws or regulations.  Additional  abbreviations may also
be used.

TEN COM - as tenants in common
JTTEN   - as joint tenants with right of survivorship and not as tenants in
          common
UNIF TRANS MIN ACT - ......................Custodian (Minor)
   under Uniform Transfer to Minors Act..............(State)
TOD - Transfer on Death


For Value received ____________________hereby sell, assign and transfer unto

________________________________________________________________________________
           PLEASE PRINT OR TYPE NAME AND ADDRESS OF ASSIGNEE

________________________________________________________________________________

__________________________________________________________________________Shares
of the Capital Stock represented by within Certificate, and do hereby
irrevocably constitute and appoint___________________________________Attorney to
transfer the said stock on the books of the within named Corporation with full
power of substitution in the premises. Dated ___________________________

                                           _____________________________________

                                           _____________________________________

In Presnce of

___________________________________________

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE. IN EVERY PARTICULAR, WITHOUT ALTER-
ATION OR ENLARGEMENT, OR ANY CHANGE WHAT SO EVER.

<PAGE>

                  PRINCIPAL PARTNERS LARGECAP BLEND FUND, INC.

              INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND

   Number                                                   Class R Shares
 BLR-_________


This Certifies that _____________________________

is  the  owner  of  ________________________   Class  R  share  of  fully  paid,
non-assessable,  $.01 par value capital stock of Principal Pacific Basin Fund,
Inc.,  transferable only on the books of the Corporation by the holder hereof in
person or by attorney upon the surrender of this certificate duly endorsed.  The
holder hereof by accepting this certificate expressly assents to and is bound by
the Article of Incorporation,  as amended,  and the By-Laws,  as amended, of the
Corporation,  copies of which are  available  for  inspection  at the  principal
office of the Corporation.

THE SHARES  REPRESENTED BY THIS  CERTIFICATE WILL BE REDEEMED BY THE CORPORATION
UPON REQUEST OF THE STOCKHOLDER AS PROVIDED IN THE ARTICLES OF  INCORPORATION OF
THE CORPORATION.  IN ADDITION,  THE ARTICLES OF  INCORPORATION  PROVIDE THAT THE
CORPORATION,  AT ITS OPTION,  MAY PURCHASE OR REDEEM  SHARES OF ITS COMMON STOCK
UNDER CERTAIN OTHER CIRCUMSTANCES. THE PROVISIONS OF THE CORPORATION'S ARTICLES
OF  INCORPORATION  RELATING TO SUCH PURCHASES OR REDEMPTIONS BY THE  CORPORATION
APPEAR ON THE REVERSE OF THIS CERTIFICATE.  THE NUMBER OF SHARES  REPRESENTED BY
THIS CERTIFICATE IS SUBJECT TO REDUCTION BY REASON OF CERTAIN OF SUCH PROVISIONS
RELATING TO A REDEMPTION.

In witness whereof, the Corporaiton has caused this certificate to be signed by
its duly authorized Officers and to be sealed with the seal of the Corporation.


COUNTERSIGNED AND REGISTERD:
     PRINCIPAL MANAGEMENT CORPORATION
          TRANSFER AGENT AND REGISTRAR

BY:
             AUTHORIZED OFFICER


Principal                     Corporate Seal                /s/Ralph C. Eucher
Mutual                        Principal                       PRESIDENT
Funds                         Pacific
                              Basin
                              Fund, Inc.                    /s/A.S. Filean
                              2000                            SECRETARY
                              Maryland

Cusip No.            See Reverse side for Certain Definitions   DATED:

<PAGE>

                  PRINCIPAL PARTNERS LARGECAP BLEND FUND, INC.

SECTIONS 5, 6, 7, 8, and 9 OF ARTICLE FIFTH OF THE ARTICLES OF INCORPORATION OF
THE CORPORATION ARE SET FORTH BELOW.


Section 5. Redemption and Repurchase of Shares of Capital Stock: Any shareholder
may redeem  shares of the  Corporation  for the net asset value of each class or
series  thereof by  presentation  of an appropriate  request,  together with the
certificates,  if any, for such shares,  duly endorsed,  at the office or agency
designated by the  Corporation.  Redemptions  as aforesaid,  or purchases by the
Corporation  of its own stock,  shall be made in the  manner and  subject to the
conditions contained in the bylaws or approved by the Board of Directors.

Section 6.  Purchase of Shares:  The  Corporation  shall be entitled to purchase
shares of any class of its capital stock, to the extent that the Corporation may
lawfully effect such purchase under Maryland General  Corporation Law, upon such
terms and conditions and for such  consideration as the Board of Directors shall
deem  advisable,  by agreement with the stockholder at a price not exceeding the
net asset value per share computed in accordance with Section 4 of this Article.

Section 7. Redemption of Minimum Amounts:

(a) If after giving  effect to a request for  redemption by a  stockholder,  the
aggregate net asset value of his remaining shares of any series or class will be
less than the Minimum Amount then in effect,  the Corporation  shall be entitled
to require the  redemption of the  remaining  shares of such class owned by such
stockholder, upon notice given in accordance with paragraph (c) of this Section,
to the extent that the Corporation  may lawfully  effect such  redemption  under
Maryland General Corporation Law.

(b) The term "Minimum  Amount" when used herein shall mean Three Hundred Dollars
($300)  unless  otherwise  fixed by the  Board of  Directors  from time to time,
provided  that the  Minimum  amount may not in any event  exceed  Five  Thousand
Dollars ($5,000).

(c) If any redemption under paragraph (a) of this Section is upon notice, the
notice shall be in writing personally delivered or deposited in the mail, at
least thirty days prior to such redemption. If mailed, the notice shall be
addressed to the stockholder at his post office address as shown on the books of
the Corporation, and sent by certified or registered mail, postage prepaid. The
price for shares redeemed by the Corporation pursuant to paragraph (a) of this
Section shall be paid in cash in an amount equal to the net asset value of
such shares, computed in accordance with Section 4 of this Article.

Section 8. Mode of Payment:  Payment by the Corporation for shares of any series
or  class  of  the  capital  stock  of  the  Corporation  surrendered  to it for
redemption  shall be made by the Corporation  within three business days of such
surrender  out of the  funds  legally  available  therefor,  provided  that  the
Corporation  may  suspend  the  right of the  holders  of  capital  stock of the
Corporation to redeem shares of capital stock and may postpone the right of such
holders to receive payment for any shares when permitted or required to do so by
law.  Payment of the redemption or purchase price may be made in cash or, at the
option of the Corporation,  wholly or partly in such portfolio securities of the
Corporation as the Corporation may select.

Section 9. Rights of Holders of Shares  Purchased or Redeemed:  The right of any
holder of any series or class of capital stock of the  Corporation  purchased or
redeemed by the  Corporation  as provided in this  Article to receive  dividends
thereon and all other  rights of such holder with  respect to such shares  shall
terminate  at the time as of which  the  purchase  or  redemption  price of such
shares is  determined,  except  the  right of such  holder  to  receive  (i) the
purchase  or  redemption  price  of such  shares  from  the  Corporation  or its
designated agent and (ii) any dividend or distribution or voting rights to which
such holder has previously  become  entitled as the record holder of such shares
on the record date for the determination of the stockholders entitled to receive
such dividend or distribution or to vote at the meeting of stockholders.

The following  abbreviations,  when used in the  inscription of the face of this
certificate,  shall  be  construed  as  though  they  were  written  out in full
according to applicable laws or regulations.  Additional  abbreviations may also
be used.

TEN COM - as tenants in common
JTTEN   - as joint tenants with right of survivorship and not as tenants in
          common
UNIF TRANS MIN ACT - ......................Custodian (Minor)
   under Uniform Transfer to Minors Act..............(State)
TOD - Transfer on Death


For Value received ____________________hereby sell, assign and transfer unto

________________________________________________________________________________
           PLEASE PRINT OR TYPE NAME AND ADDRESS OF ASSIGNEE

________________________________________________________________________________

__________________________________________________________________________Shares
of the Capital Stock represented by within Certificate, and do hereby
irrevocably constitute and appoint___________________________________Attorney to
transfer the said stock on the books of the within named Corporation with full
power of substitution in the premises. Dated ___________________________

                                           _____________________________________

                                           _____________________________________

In Presnce of

___________________________________________

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE. IN EVERY PARTICULAR, WITHOUT ALTER-
ATION OR ENLARGEMENT, OR ANY CHANGE WHAT SO EVER.


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