<PAGE>
TO BE EFFECTIVE NOVEMBER 30, 2000
AMENDMENT OF ARTICLES OF INCORPORATION
OF
STRONG EQUITY FUNDS, INC.
The undersigned Vice President and Assistant Secretary of Strong 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 Mid
Cap Growth Fund and Strong Small Cap Value Fund as the Class Z series of Strong
Advisor Mid Cap Growth Fund and Strong Advisor Small Cap Value Fund,
respectively, as indicated below, and to create the Class A series, Class B
series, Class C series, and Class L series of each of the Strong Advisor Mid Cap
Growth Fund and Strong Advisor Small Cap Value Fund.
"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:
<TABLE>
<CAPTION>
Class Series Authorized Number of Shares
----- ------ ---------------------------
<S> <C> <C>
Strong Advisor Mid Cap Growth Fund Class A Indefinite
Class B Indefinite
Class C Indefinite
Class L Indefinite
Class Z Indefinite
Strong Advisor Small Cap Value Fund Class A Indefinite
Class B Indefinite
Class C Indefinite
Class L Indefinite
Class Z Indefinite
Strong Dow 30 Value Fund Indefinite
Strong Enterprise Fund Investor Indefinite
Advisor Indefinite
Strong Growth Fund Investor Indefinite
Advisor Indefinite
Institutional Indefinite
Strong Growth 20 Fund Investor Indefinite
Advisor Indefinite
Strong Index 500 Fund Indefinite
Strong Internet Fund Indefinite
</TABLE>
<PAGE>
Class Series Authorized Number of Shares
----- ------ ---------------------------
Strong Mid Cap Disciplined Fund Indefinite
Strong Strategic Growth Fund Indefinite
Strong Technology 100 Fund Indefinite
Strong Technology Index Plus Fund Indefinite
Strong U.S. Emerging Growth Fund Indefinite
Strong Value 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 each of Strong Advisor Mid Cap Growth Fund or
Strong Advisor Small Cap Value Fund have been issued.
Executed in duplicate this 6th day of November, 2000.
STRONG 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
