0000892712-01-500092 Sample Contracts

TRANSFER AND DIVIDEND DISBURSING AGENT AGREEMENT
Transfer and Dividend Disbursing Agent Agreement • May 30th, 2001 • Strong Multi Cap Value Fund Inc

THIS AGREEMENT is made and entered into on this 1st day of June, 2001, between STRONG EQUITY FUNDS II, INC. a Wisconsin corporation (the "Corporation"), on behalf of the Funds (as defined below) of the Corporation and STRONG CAPITAL MANAGEMENT, INC., a Wisconsin corporation ("Strong)".

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Distribution Agreement
Distribution Agreement • May 30th, 2001 • Strong Multi Cap Value Fund Inc

Strong Equity Funds II, Inc. ("Corporation"), a Wisconsin Corporation, is registered as an investment company under the Investment Company Act of 1940 ("Act"). The Corporation is authorized to create separate series, each with its own separate investment portfolio, and the beneficial interest in each such series will be represented by a separate series of shares. An indefinite number of shares of the Corporation's common stock have been registered under the Securities Act of 1933 ("Securities Act"), pursuant to a Registration Statement on Form N-1A, to be offered continuously for sale to the public in accordance with terms and conditions set forth in the Prospectus included in such Registration Statement as it may be amended from time to time.

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • May 30th, 2001 • Strong Multi Cap Value Fund Inc

THIS AGREEMENT is made and entered into on May 14, 2001, as amended on, June 1, 2001, between STRONG EQUITY FUNDS II, INC., a Wisconsin corporation (the "Corporation"), and STRONG CAPITAL MANAGEMENT, INC., a Wisconsin corporation (the "Adviser").

ADMINISTRATION AGREEMENT
Administration Agreement • May 30th, 2001 • Strong Multi Cap Value Fund Inc • Wisconsin

THIS AGREEMENT is entered into on this 1st day of June, 2001 between Strong Equity Funds II, Inc., a Wisconsin corporation (the "Corporation"), and Strong Capital Management, Inc., a Wisconsin corporation ("SCM"), with respect to the shares of each of the Funds (as defined below). All capitalized terms not defined herein shall have the same meaning as in the Fund's current prospectus.

CUSTODIAN AGREEMENT
Custodian Agreement • May 30th, 2001 • Strong Multi Cap Value Fund Inc • Wisconsin

THIS AGREEMENT made on June 1st, 2001, between Strong Equity Funds II, Inc. a Wisconsin corporation (hereinafter call the "Company") on behalf of its series Strong Multi Cap Value Fund, and Firstar Bank, N.A., a corporation organized under the laws of the State of Wisconsin (hereinafter called "Custodian").

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