AMERICAN SKANDIA ADVISOR FUNDS, INC.
ARTICLES SUPPLEMENTARY
AMERICAN SKANDIA ADVISOR FUNDS, INC., a Maryland corporation, having its principal office in Baltimore City,
Maryland (which is hereinafter called the "Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:
FIRST: The Charter of the Corporation is hereby amended as follows:
(1) Article SIXTH subsection (a) of the Charter is amended in its entirety to read as follows:
(a) The total number of shares of stock of all classes and series which the
Corporation has authority to issue is five billion, five hundred million (5,500,000,000) shares
of capital stock (par value $.001 per share), amounting in aggregate par value to five million,
five hundred thousand ($5,500,000). All of the authorized shares of capital stock of the
Corporation are initially classified as "Common Stock" of which one hundred and ninety million
(190,000,000) shares are further initially classified as a series of Common Stock designated
the "ASAF Founders International Small Capitalization Fund," one hundred and ninety million
(190,000,000) shares are further initially classified as a series of Common Stock designated
the "ASAF American Century International Growth Fund," one hundred million (100,000,000) shares
are further initially classified as a series of Common Stock designated the "ASAF Janus
Small-Cap Growth Fund," one hundred and ninety million (190,000,000) shares are further
initially classified as a series of Common Stock designated the "ASAF Gabelli Small-Cap Value
Fund," three hundred million (300,000,000) shares are further initially classified as a series
of Common Stock designated the "ASAF Janus Capital Growth Fund," one hundred and ninety million
(190,000,000) shares are further initially classified as a series of Common Stock designated
the "ASAF INVESCO Equity Income Fund," one hundred and ninety million (190,000,000) shares are
further initially classified as a series of Common Stock designated the "ASAF American Century
Strategic Balanced Fund," one hundred and ninety million (190,000,000) shares are further
initially classified as a series of Common Stock designated the "ASAF Federated High Yield Bond
Fund," one hundred and ninety million (190,000,000) shares are further initially classified as
a series of Common Stock designated the "ASAF PIMCO Total Return Bond Fund," one billion, ten
million (1,010,000,000) shares are further initially classified as a series of Common Stock
designated the "ASAF JPM Money Market Fund," one hundred million (100,000,000) shares are
further initially classified as a series of Common Stock designated the "ASAF Janus Overseas
Growth Fund," one hundred and ninety million (190,000,000) shares are further initially
classified as a series of Common Stock designated the "ASAF Alliance Growth Fund," one hundred
and ninety million (190,000,000) shares are further initially classified as a series of Common
Stock designated the "ASAF Alliance Growth and Income Fund," one hundred and ninety million
(190,000,000) shares are further initially classified as a series of Common Stock designated
the "ASAF Neuberger Berman Mid-Cap Growth Fund," one hundred and ninety million (190,000,000)
shares are further initially classified as a series of Common Stock designated the "ASAF
Neuberger Berman Mid-Cap Value Fund," one hundred and ninety million (190,000,000) shares are
further initially classified as a series of Common Stock designated the "ASAF Marsico Capital
Growth Fund," one hundred and ninety million (190,000,000) shares are further initially
classified as a series of Common Stock designated the "ASAF MFS Growth with Income Fund," one
hundred and ninety million (190,000,000) shares are further initially classified as a series of
Common Stock designated the "ASAF Sanford Bernstein Managed Index 500 Fund," one hundred and
ninety million (190,000,000) shares are further initially classified as a series of Common
Stock designated the "ASAF AIM International Equity Fund," one hundred and ninety million
(190,000,000) shares are further initially classified as a series of Common Stock designated
the "ASAF Kemper Small-Cap Growth Fund," one hundred and ninety million (190,000,000) shares
are further initially classified as a series of Common Stock designated the "ASAF Janus Mid-Cap
Growth Fund," one hundred and ninety million (190,000,000) shares are further initially
classified as a series of Common Stock designated the "ASAF Alger All-Cap Growth Fund," one
hundred and ninety million (190,000,000) shares are further initially classified as a series of
Common Stock designated the "ASAF INVESCO Technology Fund," one hundred and ninety million
(190,000,000) shares are further initially classified as a series of Common Stock designated
the "ASAF Rydex Managed OTC Fund," and one hundred and ninety million (190,000,000) shares are
further initially classified as a series of Common Stock designated the "ASAF Gabelli All-Cap
Value Fund." The ASAF Founders International Small Capitalization Fund, the ASAF American
Century International Growth Fund, the ASAF Janus Small-Cap Growth Fund, the ASAF Gabelli
Small-Cap Value Fund, the ASAF Janus Capital Growth Fund, the ASAF INVESCO Equity Income Fund,
the ASAF American Century Strategic Balanced Fund, the ASAF Federated High Yield Bond Fund, the
ASAF PIMCO Total Return Bond Fund, the ASAF JPM Money Market Fund, the ASAF Janus Overseas
Growth Fund, the ASAF Alliance Growth Fund, the ASAF Alliance Growth and Income Fund, the ASAF
Neuberger Berman Mid-Cap Growth Fund, the ASAF Neuberger Berman Mid-Cap Value Fund, the ASAF
Marsico Capital Growth Fund, the ASAF MFS Growth with Income Fund, the ASAF Sanford Bernstein
Managed Index 500 Fund, the ASAF AIM International Equity Fund, the ASAF Kemper Small-Cap
Growth Fund, the ASAF Janus Mid-Cap Growth Fund, the ASAF Alger All-Cap Growth Fund, the ASAF
INVESCO Technology Fund, the ASAF Rydex Managed OTC Fund, and the ASAF Gabelli All-Cap Value
Fund and any other series of Common Stock which is preferred over all other series in respect
of the assets belonging to that series as hereinafter provided are referred to individually as
a "Fund" and collectively as the "Funds." Each Fund shall initially have five classes of
shares, designated Class A, Class B, Class C, Class X Shares and New Class X Shares. The
number of authorized shares of each such class of a particular Fund shall consist at any time
of the sum of (x) the outstanding shares of that class of that Fund and (y) one fifth of the
authorized but unissued shares of all classes of that Fund; provided, however, that in the
event application of the above formula would result, at the time, in fractional shares of one
or more classes, the number of authorized shares of each such class shall be rounded down to
the nearest whole number of shares; and provided, further, that at all times the aggregate
number of authorized Class A, Class B, Class C, Class X and New Class X shares of any Fund
shall not exceed the authorized number of shares of the Fund. The Board of Directors may
classify and reclassify any unissued shares of capital stock by setting or changing in any one
or more respect the preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications or terms or conditions of redemption of such shares
of stock.
SECOND: (a) As of immediately before the amendment the total number of shares of stock of all classes which the
Corporation has authority to issue is five billion, five hundred million (5,500,000,000) shares, all of which shares are
Common Stock (par value $.001 per share) classified into the following series (each known as a Fund):
220,000,000 shares ASAF Founders International Small Capitalization Fund
220,000,000 shares ASAF American Century International Growth Fund
100,000,000 shares ASAF Janus Small-Cap Growth Fund
220,000,000 shares ASAF Gabelli Small-Cap Value Fund
280,000,000 shares ASAF Janus Capital Growth Fund
220,000,000 shares ASAF INVESCO Equity Income Fund
220,000,000 shares ASAF American Century Strategic Balanced Fund
220,000,000 shares ASAF Federated High Yield Bond Fund
220,000,000 shares ASAF PIMCO Total Return Bond Fund
1,500,000,000 shares ASAF JPM Money Market Fund
100,000,000 shares ASAF Janus Overseas Growth Fund
220,000,000 shares ASAF Alliance Growth Fund
220,000,000 shares ASAF Alliance Growth and Income Fund
220,000,000 shares ASAF Neuberger Berman Mid-Cap Growth Fund
220,000,000 shares ASAF Neuberger Berman Mid-Cap Value Fund
220,000,000 shares ASAF Marsico Capital Growth Fund
220,000,000 shares ASAF MFS Growth with Income Fund
220,000,000 shares ASAF Sanford Bernstein Managed Index 500 Fund
220,000,000 shares ASAF AIM International Equity Fund
220,000,000 shares ASAF Kemper Small-Cap Growth Fund
(b) As amended the total number of shares of stock of all classes which the Corporation has authority
to issue is five billion, five hundred million (5,500,000,000) shares, all of which are Common Stock (par value $.001 per
share) classified into the following series (each known as a Fund).
190,000,000 shares ASAF Founders International Small Capitalization Fund
190,000,000 shares ASAF American Century International Growth Fund
100,000,000 shares ASAF Janus Small-Cap Growth Fund
190,000,000 shares ASAF Gabelli Small-Cap Value Fund
300,000,000 shares ASAF Janus Capital Growth Fund
190,000,000 shares ASAF INVESCO Equity Income Fund
190,000,000 shares ASAF American Century Strategic Balanced Fund
190,000,000 shares ASAF Federated High Yield Bond Fund
190,000,000 shares ASAF PIMCO Total Return Bond Fund
1,010,000,000 shares ASAF JPM Money Market Fund
100,000,000 shares ASAF Janus Overseas Growth Fund
190,000,000 shares ASAF Alliance Growth Fund
190,000,000 shares ASAF Alliance Growth and Income Fund
190,000,000 shares ASAF Neuberger Berman Mid-Cap Growth Fund
190,000,000 shares ASAF Neuberger Berman Mid-Cap Value Fund
190,000,000 shares ASAF Marsico Capital Growth Fund
190,000,000 shares ASAF MFS Growth with Income Fund
190,000,000 shares ASAF Sanford Bernstein Managed Index 500 Fund
190,000,000 shares ASAF AIM International Equity Fund
190,000,000 shares ASAF Kemper Small-Cap Growth Fund
190,000,000 shares ASAF Janus Mid-Cap Growth Fund
190,000,000 shares ASAF Alger All-Cap Growth Fund
190,000,000 shares ASAF INVESCO Technology Fund
190,000,000 shares ASAF Rydex Managed OTC Fund
190,000,000 shares ASAF Gabelli All-Cap Value Fund
(c) The aggregate par value of all shares having a par value is $5,500,000 before the amendment and is
not changed by the amendment.
(d) The shares of stock of the Corporation are divided into classes and series, and the preferences,
conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and
conditions of redemption are not changed by this amendment.
THIRD: The Corporation is a registered open-end company under the Investment Company Act of 1940, as amended.
Pursuant to Article 2-208.1 of the Corporation and Associations Article Title of the Annotated Code of Maryland, the
foregoing Articles Supplementary of the Corporation (which Articles Supplementary represents only a reclassification of
authorized shares of capital stock of the Corporation) has been approved by the Board of Directors of the Corporation.
FOURTH: These Articles Supplementary shall become effective September 11, 2000.
IN WITNESS WHEREOF, AMERICAN SKANDIA ADVISOR FUNDS, INC. has caused these presents to be signed in its name and
on its behalf by its Vice President and witnessed by its Secretary on September 8, 2000.
WITNESS: AMERICAN SKANDIA ADVISOR
FUNDS, INC.
________________________________ By: ________________________________
Eric C. Freed John Birch
Secretary Vice President
THE UNDERSIGNED, Vice President of AMERICAN SKANDIA ADVISOR FUNDS, INC., who executed on behalf of the
Corporation the foregoing Articles Supplementary of which this certificate is made a part, hereby acknowledges in the
name and on behalf of said Corporation the foregoing Articles Supplementary to be the corporate act of said Corporation
and hereby certifies that to the best of his knowledge, information, and belief the matters and facts set forth therein
with respect to the authorization and approval thereof are true in all material respects under the penalties of perjury.
--------------------------------
John Birch
Vice President
