<PAGE>
TO BE EFFECTIVE NOVEMBER 30, 2000
AMENDMENT OF ARTICLES OF INCORPORATION
OF
STRONG COMMON STOCK FUND, INC.
The undersigned Vice President and Assistant Secretary of Strong Common
Stock Fund, Inc. (the "Corporation"), hereby certifies that in accordance with
Section 180.1002 of the Wisconsin Statutes, the following Amendment was duly
adopted to redesignate the Corporation's shares of common stock of Strong Common
Stock Fund as the Class Z series of Strong Advisor Common Stock Fund; to create
the Class A series, Class B series, Class C series, and Class L series of Strong
Advisor Common Stock Fund; and to create Strong Advisor Focus Fund and Strong
Advisor Technology Fund as additional classes of common stock, each class having
four series: Class A series, Class B series, Class C series, and Class L series,
as indicated below.
"Paragraph A of Article IV is hereby amended by deleting Paragraph A
thereof and inserting the following as a new paragraph:
`A. The Corporation shall have the authority to issue an indefinite number of
shares of Common Stock with a par value of $.001 per share. Subject to the
following paragraph the authorized shares are classified as follows:
<TABLE>
<CAPTION>
Class Series Authorized Number of Shares
----- ------ ---------------------------
<S> <C> <C>
Strong Advisor Common Stock Fund Class A Indefinite
Class B Indefinite
Class C Indefinite
Class L Indefinite
Class Z Indefinite
Strong Advisor Focus Fund Class A Indefinite
Class B Indefinite
Class C Indefinite
Class L Indefinite
Strong Advisor Technology Fund Class A Indefinite
Class B Indefinite
Class C Indefinite
Class L Indefinite'"
</TABLE>
This Amendment to the Articles of Incorporation of the Corporation was
adopted by the Board of Directors on November 10, 2000 in accordance with
Section 180.1002 and 180.0602 of the Wisconsin Statutes. Shareholder approval
was not required. No shares of the Class A series, Class B series, Class C
series, or Class L series of each of Strong Advisor Common Stock Fund, Strong
Advisor Focus Fund, or Strong Advisor Technology Fund have been issued.
<PAGE>
Executed in duplicate this 6th day of November, 2000.
STRONG COMMON STOCK FUND, INC.
By: _______________________________________
Cathleen A. Ebacher, Vice President and
Assistant Secretary
This instrument was drafted by:
Susan A. Hollister
Strong Capital Management, Inc.
100 Heritage Reserve
Menomonee Falls, Wisconsin 53051
