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TO BE EFFECTIVE NOVEMBER 30, 2000
AMENDMENT OF ARTICLES OF INCORPORATION
OF
STRONG CONSERVATIVE EQUITY FUNDS, INC.
The undersigned Vice President and Assistant Secretary of Strong
Conservative Equity Funds, 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 Equity Income Fund as the Class Z series of Strong Advisor U.S.
Value Fund, and to create the Class A series, Class B series, Class C series,
and Class L series of Strong Advisor U.S. Value Fund, 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 $.00001 per share. Subject to the
following paragraph the authorized shares are classified as follows:
Class Series Authorized Number of Shares
----- ------ ---------------------------
Strong Advisor U.S. Value Fund Class A Indefinite
Class B Indefinite
Class C Indefinite
Class L Indefinite
Class Z Indefinite
Strong American Utilities Fund Indefinite
Strong Blue Chip 100 Fund Investor Indefinite
Advisor Indefinite
Strong Growth and Income Fund Investor Indefinite
Advisor Indefinite
Institutional Indefinite
Strong Limited Resources Fund Indefinite'"
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 Strong Advisor U.S. Value Fund have been issued.
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Executed in duplicate this 6th day of November, 2000.
STRONG CONSERVATIVE EQUITY
FUNDS, 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
