ARTICLES OF AMENDMENT
OF
PRINCIPAL FUNDS, INC.
         Principal Funds, Inc., a Maryland Corporation having its
principal office in this state in Baltimore, Maryland (hereinafter
called the Corporation), hereby certifies to the State Department of
Assessments and Taxation of Maryland, that:

FIRST:   On March 9, 2009, the Board of Directors, acting in accordance
with Section 2-602 of Maryland General Corporation Law, approved
amendments to the Corporation's Charter for the purpose of changing the
name of the following Series of the Corporation as follows:

	Current Name	New Name

West Coast Equity Fund	Principal Capital Appreciation
Fund


SECOND:  The Charter Amendment was approved by a majority of the entire
Board of Directors and is limited to changes expressly authorized by
Section 2-605 of Maryland General Corporation Law.

THIRD:  The Charter Amendment shall be effective on June 30, 2009.

FOURTH: The Charter Amendment is as follows:

	(1) Article V shall be stricken in its entirety and replaced by the
following:


ARTICLE V

Capital Stock Allocation

         Authorized Shares:  The total number of shares of stock which the
Corporation shall have authority to issue is fifty-nine billion fifty-
five million (59,055,000,000), of which six hundred ninety-five million
(695,000,000) shares shall be allocated to the Ultra Short Bond Fund
series and shall have a par value of $.10 per share and shall be
allocated among the classes of the Ultra Short Bond Fund series as
otherwise provided herein, and the remaining shares shall be allocated
as otherwise provided herein and shall have a par value of $.01 per
share.  The aggregate par value of the shares allocated to the Ultra
Short Bond Fund series is sixty-nine million five hundred thousand
dollars ($69,500,000), of the remaining shares is five hundred eighty-
three million six hundred thousand dollars ($583,600,000) and of all
the authorized shares is six hundred fifty-three million one hundred
thousand dollars ($653,100,000).  The shares may be issued by the Board
of Directors in such separate and distinct series and classes of series
as the Board of Directors shall from time to time create and establish.
The Board of Directors shall have full power and authority, in its sole
discretion, to establish and designate series and classes of series,
and to classify or reclassify any unissued shares in separate series or
classes having such preferences, conversion or other rights, voting
powers, restrictions, limitations as to dividends, qualifications, and
terms and conditions of redemption as shall be fixed and determined
from time to time by the Board of Directors. In the event of
establishment of classes, each class of a series shall represent
interests in the assets belonging to that series and have identical
voting, dividend, liquidation and other rights and the same terms and
conditions as any other class of the series, except that expenses
allocated to the class of a series may be borne solely by such class as
shall be determined by the Board of Directors and may cause differences
in rights as described in the following sentence.  The shares of a
class may be converted into shares of another class upon such terms and
conditions as shall be determined by the Board of Directors, and a
class of a series may have exclusive voting rights with respect to
matters affecting only that class.  Expenses related to the
distribution of, and other identified expenses that should properly be
allocated to, the shares of a particular series or class may be charged
to and borne solely by such series or class, and the bearing of
expenses solely by a series or class may be appropriately reflected (in
a manner determined by the Board of Directors) and cause differences in
the net asset value attributable to, and the dividend, redemption and
liquidation rights of, the shares of each series or class. Subject to
the authority of the Board of Directors to increase and decrease the
number of, and to reclassify the shares of any series or class, there
are hereby established seventy-nine series of common stock, each
comprising the number of shares and having the share class designation
indicated:

Fund	Class	Number of Shares
Bond & Mortgage Securities Fund	R-4	5,000,000
	R-5	35,000,000
	R-2	25,000,000
	R-3	25,000,000
	R-1	100,000,000
	J	75,000,000
	Institutional	300,000,000
	A	75,000,000
	B	25,000,000
	C	50,000,000
California Insured Intermediate Municipal Fund (inactive)	A
	200,000,000
	B	50,000,000
	C	50,000,000
California Municipal Fund	A	200,000,000
	B	50,000,000
	C	50,000,000
Core Plus Bond Fund I	R-4	5,000,000
	R-5	25,000,000
	R-2	25,000,000
	R-3	25,000,000
	R-1	100,000,000
	Institutional	200,000,000
Disciplined LargeCap Blend Fund	R-4	5,000,000
	R-5	25,000,000
	R-2	25,000,000
	R-3	25,000,000
	R-1	100,000,000
	Institutional	400,000,000
	A	200,000,000
	B	75,000,000
	C	50,000,000
Diversified International Fund	R-4	10,000,000
	R-5	75,000,000
	R-2	75,000,000
	R-3	75,000,000
	R-1	100,000,000
	J	75,000,000
	Institutional	200,000,000
	A	200,000,000
	B	50,000,000
	C	50,000,000
Equity Income Fund (inactive)	A	75,000,000
	B	25,000,000
Equity Income Fund 	Institutional	300,000,000
	A	200,000,000
	B	100,000,000
	C	50,000,000
Global Diversified Income Fund	J	25,000,000
	Institutional	200,000,000
	A	100,000,000
	C	50,000,000
Global Equity Fund I	R-4	5,000,000
	R-5	25,000,000
	R-2	25,000,000
	R-3	25,000,000
	R-1	100,000,000
	Institutional	150,000,000
Global Real Estate Securities Fund	Institutional
	100,000,000
	A	100,000,000
	C	100,000,000
Government & High Quality Bond Fund	R-4	5,000,000
	R-5	25,000,000
	R-2	25,000,000
	R-3	25,000,000
	R-1	100,000,000
	J	75,000,000
	Institutional	200,000,000
	A	200,000,000
	B	25,000,000
	C	50,000,000
High Quality Intermediate-Term Bond Fund	R-4	5,000,000
	R-5	25,000,000
	R-2	25,000,000
	R-3	25,000,000
	R-1	100,000,000
	J	25,000,000
	Institutional	100,000,000
High Yield Fund	Institutional	300,000,000
	A	200,000,000
	B	50,000,000
	C	50,000,000
High Yield Fund I	Institutional	150,000,000
Income Fund	Institutional	300,000,000
	A	200,000,000
	B	50,000,000
	C	50,000,000
	J	100,000,000
Inflation Protection Fund	R-4	5,000,000
	R-5	100,000,000
	R-2	100,000,000
	R-3	100,000,000
	R-1	100,000,000
	J	25,000,000
	Institutional	100,000,000
	A	100,000,000
	C	50,000,000
International Emerging Markets Fund	R-4	5,000,000
	R-5	25,000,000
	R-2	25,000,000
	R-3	25,000,000
	R-1	100,000,000
	J	25,000,000
	Institutional	100,000,000
	A	75,000,000
	B	25,000,000
	C	50,000,000
International Fund I	R-4	5,000,000
	R-5	25,000,000
	R-2	25,000,000
	R-3	25,000,000
	R-1	100,000,000
	Institutional	150,000,000
International Growth Fund	R-4	5,000,000
	R-5	20,000,000
	R-2	20,000,000
	R-3	20,000,000
	R-1	100,000,000
	J	25,000,000
	Institutional	200,000,000
	A	100,000,000
	C	100,000,000
International Value Fund I	Institutional	100,000,000
LargeCap Blend Fund I	R-4	5,000,000
	R-5	25,000,000
	R-2	25,000,000
	R-3	25,000,000
	R-1	100,000,000
	J	25,000,000
	Institutional	200,000,000
	A	75,000,000
	B	25,000,000
	C	50,000,000
LargeCap Blend Fund II	R-4	5,000,000
	R-5	20,000,000
	R-2	20,000,000
	R-3	20,000,000
	R-1	100,000,000
	J	25,000,000
	Institutional	150,000,000
	A	75,000,000
	B	25,000,000
	C	50,000,000
LargeCap Growth Fund	R-4	10,000,000
	R-5	45,000,000
	R-2	45,000,000
	R-3	45,000,000
	R-1	100,000,000
	J	50,000,000
	Institutional	500,000,000
	A	200,000,000
	B	75,000,000
	C	50,000,000
LargeCap Growth Fund I	R-4	5,000,000
	R-5	20,000,000
	R-2	20,000,000
	R-3	20,000,000
	R-1	100,000,000
	J	25,000,000
	Institutional	300,000,000
	A	75,000,000
	B	25,000,000
	C	50,000,000
LargeCap Growth Fund II	R-4	15,000,000
	R-5	20,000,000
	R-2	20,000,000
	R-3	20,000,000
	R-1	100,000,000
	J	25,000,000
	Institutional	320,000,000
	A	100,000,000
	C	50,000,000
LargeCap S&P 500 Index Fund	R-4	15,000,000
	R-5	75,000,000
	R-2	25,000,000
	R-3	25,000,000
	R-1	100,000,000
	J	95,000,000
	Institutional	100,000,000
	A	100,000,000
	C	50,000,000
LargeCap Value Fund	R-4	5,000,000
	R-5	25,000,000
	R-2	25,000,000
	R-3	25,000,000
	R-1	100,000,000
	J	25,000,000
	Institutional	100,000,000
	A	75,000,000
	B	25,000,000
	C	50,000,000
LargeCap Value Fund I	R-4	5,000,000
	R-5	25,000,000
	R-2	25,000,000
	R-3	25,000,000
	R-1	100,000,000
	Institutional	200,000,000
LargeCap Value Fund II	R-4	5,000,000
	R-5	100,000,000
	R-2	100,000,000
	R-3	100,000,000
	R-1	100,000,000
	Institutional	100,000,000
LargeCap Value Fund III	R-4	15,000,000
	R-5	20,000,000
	R-2	20,000,000
	R-3	20,000,000
	R-1	100,000,000
	J	25,000,000
	Institutional	300,000,000
	A	75,000,000
	B	25,000,000
	C	50,000,000
MidCap Blend Fund	R-4	5,000,000
	R-5	25,000,000
	R-2	25,000,000
	R-3	25,000,000
	R-1	100,000,000
	J	35,000,000
	Institutional	100,000,000
	A	100,000,000
	B	25,000,000
	C	50,000,000
MidCap Growth Fund	R-4	5,000,000
	R-5	25,000,000
	R-2	25,000,000
	R-3	25,000,000
	R-1	100,000,000
	J	25,000,000
	Institutional	100,000,000
MidCap Growth Fund I	R-4	5,000,000
	R-5	25,000,000
	R-2	25,000,000
	R-3	25,000,000
	R-1	100,000,000
	Institutional	100,000,000
	A	100,000,000
	C	50,000,000
MidCap Growth Fund II	R-4	5,000,000
	R-5	100,000,000
	R-2	100,000,000
	R-3	100,000,000
	R-1	100,000,000
	Institutional	300,000,000
MidCap Growth Fund III	R-4	10,000,000
	R-5	25,000,000
	R-2	25,000,000
	R-3	25,000,000
	R-1	100,000,000
	J	25,000,000
	Institutional	200,000,000
	A	75,000,000
	B	25,000,000
	C	50,000,000
MidCap S&P 400 Index Fund	R-4	5,000,000
	R-5	25,000,000
	R-2	25,000,000
	R-3	25,000,000
	R-1	100,000,000
	J	25,000,000
	Institutional	100,000,000
MidCap Stock Fund	Institutional	300,000,000
	A	200,000,000
	B	50,000,000
	C	50,000,000
MidCap Value Fund I	R-4	5,000,000
	R-5	25,000,000
	R-2	25,000,000
	R-3	25,000,000
	R-1	100,000,000
	J	25,000,000
	Institutional	200,000,000
	A	75,000,000
	B	50,000,000
	C	50,000,000
MidCap Value Fund II	R-4	5,000,000
	R-5	20,000,000
	R-2	20,000,000
	R-3	20,000,000
	R-1	100,000,000
	J	25,000,000
	Institutional	100,000,000
	A	75,000,000
	B	25,000,000
	C	50,000,000
MidCap Value Fund III	R-4	5,000,000
	R-5	25,000,000
	R-2	25,000,000
	R-3	25,000,000
	R-1	100,000,000
	J	25,000,000
	Institutional	100,000,000
Money Market Fund	R-4	75,000,000
	R-5	200,000,000
	R-2	100,000,000
	R-3	100,000,000
	R-1	100,000,000
	J	600,000,000
	Institutional	400,000,000
	A	4,000,000,000
	B	1,500,000,000
	C	500,000,000
	S	10,000,000,000
Mortgage Securities Fund	R-4	5,000,000
	R-5	25,000,000
	R-2	25,000,000
	R-3	25,000,000
	R-1	100,000,000
	J	75,000,000
	Institutional	300,000,000
	A	200,000,000
	B	50,000,000
	C	50,000,000
Partners LargeCap Growth Fund	R-4	5,000,000
	R-5	20,000,000
	R-2	20,000,000
	R-3	20,000,000
	R-1	100,000,000
	J	25,000,000
	Institutional	200,000,000
Preferred Securities Fund	R-4	5,000,000
	R-5	25,000,000
	R-2	25,000,000
	R-3	25,000,000
	R-1	100,000,000
	J	25,000,000
	Institutional	150,000,000
	A	100,000,000
	C	50,000,000
Principal LifeTime 2010 Fund	R-4	25,000,000
	R-5	25,000,000
	R-2	25,000,000
	R-3	25,000,000
	R-1	100,000,000
	J	35,000,000
	Institutional	200,000,000
	A	100,000,000
	C	50,000,000
Principal LifeTime 2015 Fund	R-4	25,000,000
	R-5	25,000,000
	R-2	25,000,000
	R-3	25,000,000
	R-1	100,000,000
	Institutional	200,000,000
Principal LifeTime 2020 Fund	R-4	35,000,000
	R-5	50,000,000
	R-2	25,000,000
	R-3	25,000,000
	R-1	100,000,000
	J	75,000,000
	Institutional	300,000,000
	A	75,000,000
	B	25,000,000
	C	50,000,000
Principal LifeTime 2025 Fund	R-4	25,000,000
	R-5	25,000,000
	R-2	25,000,000
	R-3	50,000,000
	R-1	100,000,000
	Institutional	200,000,000
Principal LifeTime 2030 Fund	R-4	35,000,000
	R-5	50,000,000
	R-2	25,000,000
	R-3	25,000,000
	R-1	200,000,000
	J	75,000,000
	Institutional	300,000,000
	A	75,000,000
	B	25,000,000
	C	50,000,000
Principal LifeTime 2035 Fund	R-4	25,000,000
	R-5	25,000,000
	R-2	25,000,000
	R-3	25,000,000
	R-1	100,000,000
	Institutional	200,000,000
Principal LifeTime 2040 Fund	R-4	25,000,000
	R-5	25,000,000
	R-2	25,000,000
	R-3	25,000,000
	R-1	100,000,000
	J	25,000,000
	Institutional	200,000,000
	A	75,000,000
	B	25,000,000
	C	50,000,000
Principal LifeTime 2045 Fund	R-4	25,000,000
	R-5	25,000,000
	R-2	25,000,000
	R-3	25,000,000
	R-1	100,000,000
	Institutional	200,000,000
Principal LifeTime 2050 Fund	R-4	25,000,000
	R-5	25,000,000
	R-2	25,000,000
	R-3	25,000,000
	R-1	100,000,000
	J	25,000,000
	Institutional	100,000,000
	A	100,000,000
	B	25,000,000
	C	50,000,000
Principal LifeTime 2055	R-4	25,000,000
	R-5	25,000,000
	R-2	25,000,000
	R-3	25,000,000
	R-1	100,000,000
	Institutional	200,000,000
Principal LifeTime Strategic Income Fund	R-4	25,000,000
	R-5	25,000,000
	R-2	25,000,000
	R-3	25,000,000
	R-1	100,000,000
	J	25,000,000
	Institutional	100,000,000
	A	100,000,000
	B	25,000,000
	C	50,000,000
Real Estate Securities Fund	R-4	5,000,000
	R-5	25,000,000
	R-2	25,000,000
	R-3	25,000,000
	R-1	100,000,000
	J	25,000,000
	Institutional	200,000,000
	A	200,000,000
	B	75,000,000
	C	50,000,000
Short-Term Bond Fund	R-4	5,000,000
	R-5	25,000,000
	R-3	25,000,000
	R-2	25,000,000
	R-1	100,000,000
	J	25,000,000
	Institutional	200,000,000
	A	200,000,000
	C	50,000,000
Short-Term Income Fund	Institutional	300,000,000
	A	200,000,000
	C	50,000,000
SmallCap Blend Fund	R-4	5,000,000
	R-5	25,000,000
	R-2	25,000,000
	R-3	25,000,000
	R-1	100,000,000
	J	25,000,000
	Institutional	100,000,000
	A	75,000,000
	B	25,000,000
	C	50,000,000
SmallCap Blend Fund I	R-4	5,000,000
	R-5	20,000,000
	R-2	20,000,000
	R-3	20,000,000
	R-1	100,000,000
	Institutional	100,000,000
SmallCap Growth Fund	R-4	5,000,000
	R-5	25,000,000
	R-2	25,000,000
	R-3	25,000,000
	R-1	100,000,000
	J	25,000,000
	Institutional	300,000,000
	A	100,000,000
	B	50,000,000
	C	50,000,000
SmallCap Growth Fund I	R-4	5,000,000
	R-5	20,000,000
	R-2	20,000,000
	R-3	20,000,000
	R-1	100,000,000
	J	25,000,000
	Institutional	100,000,000
SmallCap Growth Fund II	R-4	5,000,000
	R-5	20,000,000
	R-2	20,000,000
	R-3	20,000,000
	R-1	100,000,000
	J	25,000,000
	Institutional	100,000,000
	A	75,000,000
	B	25,000,000
	C	50,000,000
SmallCap Growth Fund III	R-4	5,000,000
	R-5	25,000,000
	R-2	25,000,000
	R-3	25,000,000
	R-1	100,000,000
	Institutional	100,000,000
SmallCap S&P 600 Index Fund	R-4	5,000,000
	R-5	25,000,000
	R-2	25,000,000
	R-3	25,000,000
	R-1	100,000,000
	J	25,000,000
	Institutional	100,000,000
SmallCap Value Fund	R-4	5,000,000
	R-5	25,000,000
	R-2	25,000,000
	R-3	25,000,000
	R-1	100,000,000
	J	25,000,000
	Institutional	300,000,000
	A	200,000,000
	B	75,000,000
	C	50,000,000
SmallCap Value Fund I	R-4	5,000,000
	R-5	20,000,000
	R-2	20,000,000
	R-3	20,000,000
	R-1	100,000,000
	Institutional	100,000,000
SmallCap Value Fund II	R-4	5,000,000
	R-5	25,000,000
	R-2	25,000,000
	R-3	25,000,000
	R-1	100,000,000
	J	25,000,000
	Institutional	100,000,000
SmallCap Value Fund III	R-4	5,000,000
	R-5	25,000,000
	R-2	25,000,000
	R-3	25,000,000
	R-1	100,000,000
	J	25,000,000
	Institutional	100,000,000
Strategic Asset Management Balanced Portfolio	R-4	5,000,000
	R-5	25,000,000
	R-2	25,000,000
	R-3	25,000,000
	R-1	100,000,000
	J	75,000,000
	Institutional	300,000,000
	A	400,000,000
	B	150,000,000
	C	150,000,000
Strategic Asset Management Conservative Balanced Portfolio	R-
4	5,000,000
	R-5	25,000,000
	R-2	25,000,000
	R-3	25,000,000
	R-1	100,000,000
	J	75,000,000
	Institutional	300,000,000
	A	200,000,000
	B	50,000,000
	C	50,000,000
Strategic Asset Management Conservative Growth Portfolio	R-4
	5,000,000
	R-5	25,000,000
	R-2	25,000,000
	R-3	25,000,000
	R-1	100,000,000
	J	75,000,000
	Institutional	300,000,000
	A	400,000,000
	B	150,000,000
	C	150,000,000
Strategic Asset Management Flexible Income Portfolio	R-4
	5,000,000
	R-5	25,000,000
	R-2	25,000,000
	R-3	25,000,000
	R-1	100,000,000
	J	75,000,000
	Institutional	300,000,000
	A	200,000,000
	B	150,000,000
	C	50,000,000
Strategic Asset Management Strategic Growth Portfolio	R-4
	5,000,000
	R-5	25,000,000
	R-2	25,000,000
	R-3	25,000,000
	R-1	100,000,000
	J	75,000,000
	Institutional	300,000,000
	A	200,000,000
	B	150,000,000
	C	150,000,000
Tax-Exempt Bond Fund (inactive)	A	75,000,000
	B	25,000,000
Tax-Exempt Bond Fund	A	200,000,000
	B	50,000,000
	C	50,000,000
Ultra Short Bond Fund	R-4	5,000,000
	R-5	80,000,000
	R-2	80,000,000
	R-3	100,000,000
	R-1	100,000,000
	J	80,000,000
	Institutional	100,000,000
	A	100,000,000
	C	50,000,000
Principal Capital Appreciation Fund	Institutional
	300,000,000
	A	200,000,000
	B	50,000,000
	C	50,000,000

	In addition, the Board of Directors is hereby expressly granted
authority to change the designation of any series or class, to increase
or decrease the number of shares of any series or class, provided that
the number of shares of any series or class shall not be decreased by
the Board of Directors below the number of shares thereof then
outstanding, and to reclassify any unissued shares into one or more
series or classes that may be established and designated from time to
time.  Notwithstanding the designations herein of series and classes,
the Corporation may refer, in prospectuses and other documents
furnished to shareholders, filed with the Securities and Exchange
Commission or used for other purposes, to a series of shares as a
"class" and to a class of shares of a particular series as a "series."

	(a)	The Corporation may issue shares of stock in fractional
denominations to the same extent as its whole shares, and shares in
fractional denominations shall be shares of stock having
proportionately, to the respective fractions represented thereby, all
the rights of whole shares, including without limitation, the right to
vote, the right to receive dividends and distributions and the right to
participate upon liquidation of the Corporation, but excluding the
right to receive a stock certificate representing fractional shares.

	(b)	The holder of each share of stock of the Corporation shall be
entitled to one vote for each full share, and a fractional vote for
each fractional share, of stock, irrespective of the series or class,
then standing in the holder's name on the books of the Corporation.  On
any matter submitted to a vote of stockholders, all shares of the
Corporation then issued and outstanding and entitled to vote shall be
voted in the aggregate and not by series or class except that (1) when
otherwise expressly required by the Maryland General Corporation Law or
the Investment Company Act of 1940, as amended, shares shall be voted
by individual series or class, and (2) if the Board of Directors, in
its sole discretion, determines that a matter affects the interests of
only one or more particular series or class or classes then only the
holders of shares of such affected series or class or classes shall be
entitled to vote thereon.

	(c)	Unless otherwise provided in the resolution of the Board of
Directors providing for the establishment and designation of any new
series or class or classes, each series of stock of the Corporation
shall have the following powers, preferences and rights, and
qualifications, restrictions, and limitations thereof:

	(1)	Assets Belonging to a Class.  All consideration received by
the Corporation for the issue or sale of shares of a particular class,
together with all assets in which such consideration is invested or
reinvested, all income, earnings, profits and proceeds thereof,
including any proceeds derived from the sale, exchange or liquidation
of such assets, and any funds or payments derived from any reinvestment
of such proceeds in whatever form the same may be, shall irrevocably
belong to that class for all purposes, subject only to the rights of
creditors, and shall be so recorded upon the books and accounts of the
Corporation.  Such consideration, assets, income, earnings, profits and
proceeds thereof, including any proceeds derived from the sale,
exchange or liquidation of such assets, and any funds or payments
derived from any reinvestment of such proceeds, in whatever form the
same may be, together with any General Items allocated to that class as
provided in the following sentence, are herein referred to as "assets
belonging to" that class.  In the event that there are any assets,
income, earnings, profits, proceeds thereof, funds or payments which
are not readily identifiable as belonging to any particular class
(collectively "General Items"), such General Items shall be allocated
by or under the supervision of the Board of Directors to and among any
one or more of the classes established and designated from time to time
in such manner and on such basis as the Board of Directors, in its sole
discretion, deems fair and equitable, and any General Items so
allocated to a particular class shall belong to that class.  Each such
allocation by the Board of Directors shall be conclusive and binding
for all purposes.

	(2)	Liabilities Belonging to a Class.  The assets belonging to
each particular class shall be charged with the liabilities of the
Corporation in respect of that class and all expenses, costs, charges
and reserves attributable to that class, and any general liabilities,
expenses, costs, charges or reserves of the Corporation which are not
readily identifiable as belonging to any particular class shall be
allocated and charged by or under the supervision of the Board of
Directors to and among any one or more of the classes established and
designated from time to time in such manner and on such basis as the
Board of Directors, in its sole discretion, deems fair and equitable.
The liabilities, expenses, costs, charges and reserves allocated and so
charged to a class are herein referred to as "liabilities belonging to"
that class. Expenses related to the shares of a series may be borne
solely by that series (as determined by the Board of Directors).  Each
allocation of liabilities, expenses, costs, charges and reserves by the
Board of Directors shall be conclusive and binding for all purposes.

	(3)	Dividends.  The Board of Directors may from time to time
declare and pay dividends or distributions, in stock, property or cash,
on any or all series of stock or classes of series, the amount of such
dividends and property distributions and the payment of them being
wholly in the discretion of the Board of Directors.  Dividends may be
declared daily or otherwise pursuant to a standing resolution or
resolutions adopted only once or with such frequency as the Board of
Directors may determine, after providing for actual and accrued
liabilities belonging to that class.  All dividends or distributions on
shares of a particular class shall be paid only out of surplus or other
lawfully available assets determined by the Board of Directors as
belonging to such class.  Dividends and distributions may vary between
the classes of a series to reflect differing allocations of the expense
of each class of that series to such extent and for such purposes as
the Boards of Directors may deem appropriate.  The Board of Directors
shall have the power, in its sole discretion, to distribute in any
fiscal year as dividends, including dividends designated in whole or in
part as capital gains distributions, amounts sufficient, in the opinion
of the Board of Directors, to enable the Corporation, or where
applicable each series of shares or class of a series, to qualify as a
regulated investment company under the Internal Revenue Code of 1986,
as amended, or any successor or comparable statute thereto, and
regulations promulgated thereunder, and to avoid liability for the
Corporation, or each series of shares or class of a series, for Federal
income and excise taxes in respect of that or any other year.

	(4)	Liquidation.  In the event of the liquidation of the
Corporation or of the assets attributable to a particular series or
class, the shareholders of each series or class that has been
established and designated and is being liquidated shall be entitled to
receive, as a series or class, when and as declared by the Board of
Directors, the excess of the assets belonging to that series or class
over the liabilities belonging to that series or class.  The holders of
shares of any series or class shall not be entitled thereby to any
distribution upon liquidation of any other series or class.  The assets
so distributable to the shareholder of any particular series or class
shall be distributed among such shareholders according to their
respective rights taking into account the proper allocation of expenses
being borne by that series or class.  The liquidation of assets
attributable to any particular series or class in which there are
shares then outstanding and the termination of the series or the class
may be authorized by vote of a majority of the Board of Directors then
in office, without action or approval of the shareholders, to the
extent consistent with applicable laws and regulation.  In the event
that there are any general assets not belonging to any particular
series or class of stock and available for distribution, such
distribution shall be made to holders of stock of various series or
classes in such proportion as the Board of Directors determines to be
fair and equitable, and such determination by the Board of Directors
shall be conclusive and binding for all purposes.

	(5)	Redemption.  All shares of stock of the Corporation shall have
the redemption rights provided for in Article V, Section 5.

	(d)	The Corporation's shares of stock are issued and sold, and all
persons who shall acquire stock of the Corporation shall do so, subject
to the condition and understanding that the provisions of the
Corporation's Articles of Incorporation, as from time to time amended,
shall be binding upon them.

	Section 2.  Quorum Requirements and Voting Rights:  Except as
otherwise expressly provided by the Maryland General Corporation Law,
the presence in person or by proxy of the holders of one-third of the
shares of capital stock of the Corporation outstanding and entitled to
vote thereat shall constitute a quorum at any meeting of the
stockholders, except that where the holders of any series or class are
required or permitted to vote as a series or class, one-third of the
aggregate number of shares of that series or class outstanding and
entitled to vote shall constitute a quorum.

	Notwithstanding any provision of Maryland General Corporation Law
requiring a greater proportion than a majority of the votes of all
series or classes or of any series or class of the Corporation's stock
entitled to be cast in order to take or authorize any action, any such
action may be taken or authorized upon the concurrence of a majority of
the aggregate number of votes entitled to be cast thereon subject to
the applicable laws and regulations as from time to time in effect or
rules or orders of the Securities and Exchange Commission or any
successor thereto.  All shares of stock of this Corporation shall have
the voting rights provided for in Article V, Section 1, paragraph (b).

	Section 3.  No Preemptive Rights:  No holder of shares of capital
stock of the Corporation shall, as such holder, have any right to
purchase or subscribe for any shares of the capital stock of the
Corporation which the Corporation may issue or sell (whether consisting
of shares of capital stock authorized by these Articles of
Incorporation, or shares of capital stock of the Corporation acquired
by it after the issue thereof, or other shares) other than any right
which the Board of Directors of the Corporation, in its discretion, may
determine.

	Section 4.  Determination of Net Asset Value: The net asset value of
each share of each series or class of each series of the Corporation
shall be the quotient obtained by dividing the value of the net assets
of the Corporation, or if applicable of the series or class (being the
value of the assets of the Corporation or of the particular series or
class or attributable to the particular series or class less its actual
and accrued liabilities exclusive of capital stock and surplus), by the
total number of outstanding shares of the Corporation or the series or
class, as applicable.  Such determination may be made on a series-by-
series basis or made or adjusted on a class-by-class basis, as
appropriate, and shall include any expenses allocated to a specific
series or class thereof.  The Board of Directors may adopt procedures
for determination of net asset value consistent with the requirements
of applicable statutes and regulations and, so far as accounting
matters are concerned, with generally accepted accounting principles.
The procedures may include, without limitation, procedures for
valuation of the Corporation's portfolio securities and other assets,
for accrual of expenses or creation of reserves and for the
determination of the number of shares issued and outstanding at any
given time.

	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 series or class 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 series or 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 6(a).  Maintenance of Stable Net Asset Value for Capital
Preservation Series. Notwithstanding any other provisions of this
Article V and for purposes of maintaining a stable net asset value per
share for the shares of the Capital Preservation Series (including any
and all classes thereof) in conjunction with the declaration and
payment of any capital gains distribution with respect to the shares of
the Capital Preservation Series (including any and all classes thereof)
or any other event which has the effect of reducing net asset value per
share of such shares (an "Adjustment Event"), the Board of Directors
may, without a vote of the stockholders of the Capital Preservation
Series (or the affected class or classes thereof), without changing the
proportionate beneficial interests of such stockholders in the assets
belonging to the Capital Preservation Series (or the affected class or
classes thereof), and without affecting the rights of any other series
or classes of series of shares of the Corporation other than with
respect to their relative voting power in connection with any matter
submitted to a vote of stockholders as to which shares of the Capital
Preservation Series (or the affected class or classes thereof) are
voted in the aggregate with shares of one or more of the other series
of shares of the Corporation:

(i)	cause the Corporation, in consideration of the interest of the Capital
Preservation Series (or any class or classes thereof) and the
stockholders thereof in maintaining a stable net asset value per share
and without any other consideration, to: (a) redeem pro rata from each
stockholder of record of the Capital Preservation Series (or the
affected class or classes thereof) such number of full and fractional
shares of the Capital Preservation Series (or the affected class or
classes thereof) as may be necessary in order that the shares
outstanding immediately following the Adjustment Event shall have the
same net asset value per share as the shares outstanding immediately
prior to the Adjustment Event, or (b) cancel the same number of shares
and treat them as a contribution to the capital of the Corporation by
each such stockholder;

(ii)	cause the Corporation to combine by a reverse stock split the
number of outstanding shares of the Capital Preservation Series (or the
affected class or classes thereof) such that the shares outstanding
immediately following the Adjustment Event shall have the same net
asset value per share as the shares outstanding immediately prior to
the Adjustment Event; or

(iii)	take or cause the Corporation to take such other actions as may
now or hereafter be permitted under the Maryland General Corporation
Law and the Investment Company Act of 1940; and

(iv)	in connection with the actions taken in accordance with (i), (ii)
or (iii) above, make such adjustments with respect to the par value per
share of, and the stated capital of the Corporation attributable to,
shares of the Capital Preservation Series (or the affected class or
classes thereof) as may be necessary or appropriate.

	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 series or 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 that
amount fixed by the Board of Directors from time to time, provided that
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 therefore, 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.

	Section 10.  Status of Shares Purchased or Redeemed:  In the absence
of any specification as to the purpose for which such shares of any
series or class of capital stock of the Corporation are redeemed or
purchased by it, all shares so redeemed or purchased shall be deemed to
be retired in the sense contemplated by the laws of the State of
Maryland and may be reissued. The number of authorized shares of
capital stock of the Corporation shall not be reduced by the number of
any shares redeemed or purchased by it.

	Section 11.  Additional Limitations and Powers:  The following
provisions are inserted for the purpose of defining, limiting and
regulating the powers of the Corporation and of the Board of Directors
and stockholders:

     (a)  Any determination made in good faith and, so far as accounting
matters are involved, in accordance with generally accepted accounting
principles by or pursuant to the direction of the Board of Directors,
as to the amount of the assets, debts, obligations or liabilities of
the Corporation, as to the amount of any reserves or charges set up and
the propriety thereof, as to the time of or purpose for creating such
reserves or charges, as to the use, alteration or cancellation of any
reserves or charges (whether or not any debt, obligation or liability
for which such reserves or charges shall have been created shall have
been paid or discharged or shall be then or thereafter required to be
paid or discharged), as to the establishment or designation of
procedures or methods to be employed for valuing any investment or
other assets of the Corporation and as to the value of any investment
or other asset, as to the allocation of any asset of the Corporation to
a particular series or class or classes of the Corporation's stock, as
to the funds available for the declaration of dividends and as to the
declaration of dividends, as to the charging of any liability of the
Corporation to a particular series or class or classes of the
Corporation's stock, as to the number of shares of any series or class
or classes of the Corporation's outstanding stock, as to the estimated
expense to the Corporation in connection with purchases or redemptions
of its shares, as to the ability to liquidate investments in orderly
fashion, or as to any other matters relating to the issue, sale,
purchase or redemption or other acquisition or disposition of
investments or shares of the Corporation, or in the determination of
the net asset value per share of shares of any series or class of the
Corporation's stock shall be conclusive and binding for all purposes.

     (b)  Except to the extent prohibited by the Investment Company Act
of 1940, as amended, or rules, regulations or orders thereunder
promulgated by the Securities and Exchange Commission or any successor
thereto or by the bylaws of the Corporation, a director, officer or
employee of the Corporation shall not be disqualified by his position
from dealing or contracting with the Corporation, nor shall any
transaction or contract of the Corporation be void or voidable by
reason of the fact that any director, officer or employee or any firm
of which any director, officer or employee is a member, or any
corporation of which any director, officer or employee is a
stockholder, officer or director, is in any way interested in such
transaction or contract; provided that in case a director, or a firm or
corporation of which a director is a member, stockholder, officer or
director is so interested, such fact shall be disclosed to or shall
have been known by the Board of Directors or a majority thereof.  Nor
shall any director or officer of the Corporation be liable to the
Corporation or to any stockholder or creditor thereof or to any person
for any loss incurred by it or him or for any profit realized by such
director or officer under or by reason of such contract or transaction;
provided that nothing herein shall protect any director or officer of
the Corporation against any liability to the Corporation or to its
security holders to which he would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his office; and provided
always that such contract or transaction shall have been on terms that
were not unfair to the Corporation at the time at which it was entered
into.  Any director of the Corporation who is so interested, or who is
a member, stockholder, officer or director of such firm or corporation,
may be counted in determining the existence of a quorum at any meeting
of the Board of Directors of the Corporation which shall authorize any
such transaction or contract, with like force and effect as if he were
not such director, or member, stockholder, officer or director of such
firm or corporation.

     (c)  Specifically and without limitation of the foregoing paragraph
(b) but subject to the exception therein prescribed, the Corporation
may enter into management or advisory, underwriting, distribution and
administration contracts, custodian contracts and such other contracts
as may be appropriate.

	Section 12.  Reorganization.  The Board may merge or consolidate one
of more series of shares with, and may sell, convey and transfer the
assets belonging to any one or more series of shares to, another
corporation, trust, partnership, association or other organization, or
to the Corporation to be held as assets belonging to another series of
shares, in exchange for cash, securities or other consideration
(including, in the case of a transfer to another series of shares of
the Corporation, shares of such other series of shares) with such
transfer being made subject to, or with the assumption by the
transferee of, the liabilities belonging to each transferor series of
shares if deemed appropriate by the Board.  The Board shall have the
authority to effect any such merger, consolidation or transfer of
assets, without action or approval of the shareholders, to the extent
consistent with applicable laws and regulations.

	Section 13.  Classes of Shares.  The Board shall also have the
authority, without action or approval of the shareholders, from time to
time to designate any class of shares of a series of shares as a
separate series of shares as it deems necessary or desirable.  The
designation of any class of shares of a series of shares as a separate
series of shares shall be effective at the time specified by the Board.
The Board shall allocate the assets, liabilities and expenses
attributable to any class of shares designated as a separate series of
shares to such separate series of shares and shall designate the
relative rights and preferences of such series of shares, provided that
such relative rights and preferences may not be materially adversely
different from the relative rights and preferences of the class of
shares designated as a separate series of shares.

       IN WITNESS WHEREOF, Principal Funds, Inc. has caused these presents
to be signed in its name and on its behalf by its President and
attested by its Secretary on June 18, 2009.

	Principal Funds, Inc.


	By  /s/ Nora Everett
Nora Everett, President

Attest


/s/ Beth C. Wilson
Beth C. Wilson, Secretary


The UNDERSIGNED, Nora Everett, President of Principal Funds, Inc., who
executed on behalf of said corporation the foregoing Articles of
Amendment, of which this certificate is made a part, hereby
acknowledges, in the name and on behalf of said corporation, the
foregoing Articles of Amendment to be the corporate act of said
corporation and further certifies that, to the best of his knowledge,
information and belief, the matters and facts set forth therein with
respect to the approval thereof are true in all material respects,
under the penalties of perjury.


	/s/ Nora Everett
Nora Everett
President
Principal Funds, Inc.
Page 20 of 33