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TO BE EFFECTIVE NOVEMBER 30, 2000
AMENDMENT OF ARTICLES OF INCORPORATION
OF
STRONG INCOME FUNDS II, INC.
The undersigned Vice President and Assistant Secretary of Strong Income
Funds II, 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 the Investor series of Strong
Bond Fund as the Class Z series of Strong Advisor Bond Fund; to redesignate the
Corporation's shares of the Advisor series of Strong Bond Fund as the Class A
series of Strong Advisor Bond Fund; to redesignate the Corporation's shares of
the Institutional series of Strong Bond Fund as the Institutional series of
Strong Advisor Bond Fund; and to create the Class B series, Class C series, and
Class L series of Strong Advisor Bond 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 $.01 per share. Subject to the
following paragraph the authorized shares are classified as follows:
Class Series Authorized Number of Shares
----- ------ ---------------------------
Strong Advisor Bond Fund Class A Indefinite
Class B Indefinite
Class C Indefinite
Class L Indefinite
Class Z Indefinite
Institutional 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 B series, Class C series, or Class L
series of Strong Advisor Bond Fund have been issued.
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Executed in duplicate this 6th day of November, 2000.
STRONG INCOME FUNDS II, 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
