EX-99.A CHARTER 2 pip15articlessupp.htm

PRUDENTIAL INVESTMENT PORTFOLIOS, INC. 15

 

ARTICLES SUPPLEMENTARY

 

Prudential Investment Portfolios, Inc. 15, a Maryland corporation (the “Corporation”), having its principal office in Baltimore City, Maryland, hereby certifies to the State Department of Assessments and Taxation of Maryland that:

 

FIRST: Pursuant to authority expressly vested in the Board of Directors of the Corporation (the “Board of Directors”) by Article IV, Section 2, of the charter of the Corporation (the “Charter”), the Board of Directors has duly reclassified and designated authorized but unissued shares of Common Stock, $0.01 par value per share, of the Corporation, including all authorized but unissued shares of Class M Common Stock, $0.01 par value per share, and Class X Common Stock, $0.01 par value per share, as 1,900,000,000 shares of Common Stock, $0.01 par value per share, of Prudential High Yield Fund, allocated and designated as follows:

Prudential High Yield Fund 1,900,000,000 shares
Class A Common Stock 550,000,000 shares
Class B Common Stock 75,000,000 shares
Class C Common Stock 125,000,000 shares
Class Q Common Stock 500,000,000 shares
Class R Common Stock 150,000,000 shares
Class Z Common Stock 500,000,000 shares

 

SECOND: (a) Pursuant to authority expressly vested in the Board of Directors by Article IV, Section 2, of the Charter, the Board of Directors has duly reclassified and designated authorized but unissued shares of Common Stock, $0.01 par value per share, of the Corporation as 1,100,000,000 shares of Common Stock, $0.01 par value per share, of Prudential Short Duration High Yield Income Fund, including 250,000,000 shares of Class Q Common Stock, $0.01 par value per share, of Prudential Short Duration High Yield Income Fund (as used in this Article SECOND, “Class Q Common Stock”), allocated and designated as follows:

 

Prudential Short Duration High Yield Income Fund 1,100,000,000 shares

Class A Common Stock 225,000,000 shares
Class C Common Stock 175,000,000 shares
Class Q Common Stock 250,000,000 shares
Class Z Common Stock 450,000,000 shares

(b) Each share of Class Q Common Stock shall represent the same proportionate interest in Prudential Short Duration High Yield Income Fund and has identical voting, dividend, liquidation and other rights as shares of Class A Common Stock, Class C Common Stock and Class Z Common Stock of Prudential Short Duration High Yield Income Fund.

(c) Notwithstanding the foregoing and anything in the Charter to the contrary, shares of Class Q Common Stock shall be issued and sold without any sales loads or charges, whether initial, deferred or contingent, or any combination thereof. Shares of Class Q Common Stock may have such different exchange rights as the Board of Directors shall provide in compliance with the Investment Company Act of 1940, as amended.

THIRD: Prior to the reclassification and designation authorized by these Articles Supplementary, the total number of shares of all classes and series of stock which the Corporation had authority to issue was 3,000,000,000 shares, $0.01 par value per share, having an aggregate par value of $30,000,000, classified and designated as follows:

Prudential High Yield Fund 2,000,000,000 shares
Class A Common Stock 625,000,000 shares
Class B Common Stock 150,000,000 shares
Class C Common Stock 150,000,000 shares
Class M Common Stock 20,000,000 shares
Class Q Common Stock 310,000,000 shares
Class R Common Stock 310,000,000 shares
Class X Common Stock 25,000,000 shares
Class Z Common Stock 410,000,000 shares

 

Prudential Short Duration High Yield Income Fund 1,000,000,000 shares
Class A Common Stock 300,000,000 shares
Class C Common Stock 200,000,000 shares
Class Z Common Stock 500,000,000 shares

FOURTH: As reclassified and designated hereby, the total number of shares of all classes and series of stock which the Corporation has authority to issue is 3,000,000,000 shares, $0.01 par value per share, having an aggregate par value of $30,000,000, classified and designated as follows:

Prudential High Yield Fund 1,900,000,000 shares
Class A Common Stock 550,000,000 shares
Class B Common Stock 75,000,000 shares
Class C Common Stock 125,000,000 shares
Class Q Common Stock 500,000,000 shares
Class R Common Stock 150,000,000 shares
Class Z Common Stock 500,000,000 shares

 

Prudential Short Duration High Yield Income Fund 1,100,000,000 shares
Class A Common Stock 225,000,000 shares
Class C Common Stock 175,000,000 shares
Class Q Common Stock 250,000,000 shares
Class Z Common Stock 450,000,000 shares

FIFTH: The terms of shares of all other classes or series of stock of the Corporation (including the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications or terms or conditions of redemption) are as provided in the Charter and remain unchanged by these Articles Supplementary.

SIXTH: The Corporation is registered as an open-end investment company under the Investment Company Act of 1940. The stock of the Corporation has been classified by the Board of Directors under authority contained in the Charter.

SEVENTH: These Articles Supplementary shall become effective upon filing with the State Department of Assessments and Taxation of Maryland.

[Signatures follow on next page]

 
 

IN WITNESS WHEREOF, Prudential Investment Portfolios, Inc. 15 has caused these presents to be signed in its name and on its behalf by its President and witnessed by its Assistant Secretary on October 20, 2014.

 

 

WITNESS: PRUDENTIAL INVESTMENT PORTFOLIOS, INC. 15

/s/ Jonathan Shain By: /s/ Stuart S. Parker
Jonathan Shain Stuart S. Parker, President
Assistant Secretary

The undersigned, President of Prudential Investment Portfolios, Inc. 15, 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.

/s/ Stuart S. Parker
Stuart S. Parker, President