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EXHIBIT 99.A8
ARTICLES OF AMENDMENT
OF
THE PRUDENTIAL INVESTMENT PORTFOLIOS, INC.
The Prudential Investment Portfolios, Inc., a Maryland corporation having
its principal offices in Baltimore, Maryland and Newark, New Jersey (the
"Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:
FIRST: The Corporation is registered as an open-end company under the
Investment Company Act of 1940.
SECOND: The total number of shares of all classes of stock which the
Corporation has authority to issue is 3,250,000,000 shares of common stock, par
value $.001 each, having an aggregate par value of $3,250,000, and the total
number of shares of common stock that the Corporation has authority to issue is
being increased in accordance with Section 2-105(c) of the Maryland General
Corporation Law and pursuant to a resolution duly adopted by the Board of
Directors of the Corporation at a meeting held on May 24, 2000.
THIRD: Of the 3,250,000,000 shares of common stock which the Corporation
has authority to issue, 1,250,000,000 shares shall be a series of common stock
designated "Prudential Jennison Growth Fund", 1,000,000,000 shares shall be a
series of common stock designated "Prudential Jennison Equity Opportunity Fund",
and 1,000,000,000 shares shall be a series of common stock designated
"Prudential Jennison Active Balanced Fund". The aggregate par value of each
series is $1,000,000, except Prudential Jennison Growth Fund which is
$1,250,000. Each of the series shall be divided into four classes except
Prudential Jennison Growth Fund which shall be divided into five classes, as
follows: 250,000,000 shares of Class A common stock, 250,000,000 shares of Class
B common stock, 250,000,000 shares of Class C common stock, 250,000,000 shares
of Class I common stock and 250,000,000 shares of Class Z common stock. The
aggregate par value of Class A, Class B, Class C, Class I and Class Z shares
within each series is $250,000.
FOURTH: Heretofore, the number of authorized shares which the Corporation
has authority to issue was 3,000,000,000, with an aggregate par value of
$3,000,000, par value .001 each, divided into three series, Prudential Jennison
Growth Fund, Prudential Jennison Equity Opportunity Fund and Prudential Active
Balanced Fund, each of which consisted of four classes, as follows: 250,000,000
shares of Class A common stock, 250,000,000 shares of Class B common stock,
250,000,000 shares of Class C common stock and 250,000,000 shares of Class Z
common stock.
FIFTH: The foregoing amendment shall become effective at 9:00 a.m. on
November 29, 2000.
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IN WITNESS WHEREOF, THE PRUDENTIAL INVESTMENT PORTFOLIOS, INC., has caused
these presents to be signed in its name and on its behalf by its Vice President
and attested by its Secretary on November 27, 2000.
THE PRUDENTIAL INVESTMENT
PORTFOLIOS , INC.
By: /s/ Robert F. Gunia
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Robert F. Gunia
Vice President
Attest: /s/ Marguerite E.H. Morrison
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Marguerite E.H. Morrison
Secretary
THE UNDERSIGNED, Vice President of The Prudential Investment Portfolios,
Inc., who executed on behalf of said Corporation the foregoing amendments to the
charter of which this certificate is made a part, hereby acknowledges in the
name and on behalf of said Corporation the foregoing amendments to the charter
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/ Robert F. Gunia
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Robert F. Gunia
Vice President
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