STRONG CORPORATE BOND FUND INC
N-30D, 1999-01-07
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                                  THE STRONG
                                  ----------
                                    INCOME
                                     FUNDS
                       ================================
                       ANNUAL REPORT o OCTOBER 31, 1998
                       ================================

                      [PHOTO OF STRONG FUNDS BUILDING]


                        The Strong Corporate Bond Fund

                     The Strong Government Securities Fund

                        The Strong High-Yield Bond Fund

                        The Strong Short-Term Bond Fund

                  The Strong Short-Term High Yield Bond Fund


                                [STRONG LOGO]
                                STRONG FUNDS



<PAGE>

                           LETTER FROM THE CHAIRMAN

Dear Strong Investor,
   The  financial  markets  were  moving  along  smoothly  last summer when they
suddenly struck an air pocket.  After three straight years of 20%-plus  returns,
people had grown accustomed to their  investments  moving steadily  upward.  The
collapse of the Asian and Russian economies brought us back to earth in a hurry

   Fortunately,  our financial  markets have been  resilient.  The turbulence we
encountered last summer,  while upsetting,  turned out to be short-lived.  As of
Thanksgiving week, both the Dow and the S&P indexes had hit all-time highs.

   The  rebound in  financial  markets  came  because  the  American  economy is
fundamentally  strong.  The U.S.  accounts  for roughly 25% of the world's  GDP.
Inflation is negligible, interest rates are falling, and unemployment is low. If
you still harbor any doubt about how well the American economy stacks up against
the rest of the world,  take a trip to Asia (as I did in August) or, better yet,
Russia. America, you'll soon conclude, is sitting in the economic catbird seat.

   Meanwhile,  it also helps to remember  that Asia was  occupying  the economic
high ground not too many months ago. When bust follows boom, it arrives swiftly,
without warning, and absolutely without mercy.

   It is at times like  these--good  times--when it makes sense to step back and
assess your  financial  affairs.  It's  important  to do so when things are good
because,  when things are bad, fear has a way of overpowering  common sense. So,
as you review your holdings, consider:

   * Since 1926, the stock market has averaged an 11% return annually.  The last
     three years -- maybe four if 1998 finishes  strong--have  been a historical
     aberration.

   * Lately,  most of us have  loaded up on  common  stocks,  giving  inadequate
     attention  to bonds  and  cash.  We can help you  bring  "balance"  to your
     portfolio with our new Guide to Building a Strong Portfolio.

   * In recent years, big Blue Chip stocks have dominated.  It might be smart to
     take a long look at small- and mid-cap  company  stocks.  Relative to large
     caps,  they are cheap.  Strong has a depth of  expertise in small- and mid-
     cap stocks.

   * Inflation is low and interest  rates may be headed lower yet.  That creates
     an  attractive  climate  for  bonds.  I  suggest  you  take a good  look at
     intermediate-  and  long-term,  high  quality  bonds,  both  corporate  and
     government.

   So, let last  summer's  "air  pocket"  serve as a reminder  that nothing goes
up--uninterrupted  --forever. The market's recent run defies history. There have
been turbulent times before and there will be disruption  again.  But now, while
things are good,  review  your  investments.  If you need help,  call the Strong
Portfolio Specialists.

   At your convenience, of course.

                                              /s/ Dick


<PAGE>

                                  THE STRONG
                                  ---------
                                    INCOME
                                    FUNDS

                       ================================
                       ANNUAL REPORT o OCTOBER 31, 1998
                       ================================

                               TABLE OF CONTENTS
INVESTMENT REVIEWS
     The Strong Corporate Bond Fund...........................................2
     The Strong Government Securities Fund....................................4
     The Strong High-Yield Bond Fund..........................................6
     The Strong Short-Term Bond Fund..........................................8
     The Strong Short-Term High Yield Bond Fund..............................10

BOND GLOSSARY................................................................12

FINANCIAL INFORMATION
     Schedules of Investments in Securities
         The Strong Corporate Bond Fund......................................13
         The Strong Government Securities Fund...............................15
         The Strong High-Yield Bond Fund.....................................17
         The Strong Short-Term Bond Fund.....................................20
         The Strong Short-Term High Yield Bond Fund..........................23
         Statements of Assets and Liabilities................................25
         Statements of Operations............................................26
         Statements of Changes in Net Assets.................................27
         Notes to Financial Statements.......................................29

FINANCIAL HIGHLIGHTS.........................................................32
REPORT OF INDEPENDENT ACCOUNTANTS............................................34



<PAGE>
                        ==============================
                        THE STRONG CORPORATE BOND FUND
- ------------------------==============================-------------------------

FUND
HIGHLIGHTS

o    The Fund returned  6.84% for the year ended October 31, 1998. Our portfolio
     held  up  well  during  a  difficult  period,  slightly  outperforming  its
     benchmark index for the year.

o    The Fund increased its duration to 6.5 years, thus increasing interest rate
     sensitivity,  to benefit from declining rates on government  bonds. We also
     increased our holdings of high-quality, more liquid bonds.

o    Throughout much of the recent quarter,  the Fund invested in U.S.  Treasury
     and  high-quality   mort-gage  bonds,  which  performed  much  better  than
     corporate bonds during the months of August and October.

     ------------------------------------
               AVERAGE ANNUAL
               TOTAL RETURNS
               As of 10-31-98

              1-year       6.84%

              5-year       8.87%

             10-year       7.83%

     Since Inception       9.76%
        (on 12-12-85)
     ------------------------------------

               PORTFOLIO STATISTICS
                  As of 10-30-98

         30-day annualized
                  yield(1)      6.53%

       Average maturity(2)     11.9 years

                   Average
         quality rating(3)     BBB
     ------------------------------------

PERSPECTIVES 
FROM THE MANAGERS

/s/ Jeffrey A. Koch           /s/ John T. Bender            /s/Ivor Schucking   
Jeffrey A. Koch               John T. Bender                Ivor Schucking      
Portfolio Co-manager          Portfolio Co-manager          Portfolio Co-manager
                                                            
 ................................................................................

Different  classes of bonds performed very  differently  during this past fiscal
year due to economic and political  crisis abroad.  As the emerging  market debt
crisis turned into a Russian debt default,  fixed income  investors  became very
wary of the  corporate and mortgage  bond  markets.  U.S. and foreign  financial
institutions  suffered  large  trading and loan losses as a direct result of the
Russian debt  default.  This chain of events caused  Treasury  bonds to rally as
investors looked for safe investments. As a result, the spread between corporate
bond yields and Treasury yields approached levels not seen since 1990.

Our  portfolio  held up well during this  difficult  period.  We  increased  our
duration,  and  consequently,  the  portfolio's  sensitivity  to  interest  rate
changes, to 6.5 years in order to benefit from declining rates in the government
bond  market.  We also have been  increasing  the quality and  liquidity  of the
holdings in the portfolio.

Throughout much of the recent quarter,  we invested a portion of the fund in U.S
Treasury and high-quality mortgage securities.  These investments performed much
better than  corporate  bonds during the months of August and  October.  We also
lowered our exposure to the lower-wuality corporate market by shortening our

                                                         .......................
                                                            BOND PERFORMANCE

                                                               WAS DRIVEN

                                                               LARGELY BY

                                                              ECONOMIC AND

                                                            POLITICAL CRISIS

                                                                 ABROAD.
                                                         .......................
- -------------------------------------------------------------------------------
*The Lehman Brothers Corporate BAA Bond Index is an unmanaged index comprised of
 all issues within the Lehman  Brothers  Corporate Bond Index that are rated BAA
 by Moody' s Investors Services,  Inc. The Lipper Corporate Debt Funds BBB Rated
 Index is an equally-weighted  performance index of the largest qualifying funds
 in this Lipper  category.  Source of the Lehman index data is Standard & Poor's
 Micropal. Source of the Lipper index data is Lipper Analytical Services, Inc.

2

<PAGE>

maturities in that sector.  Our  performance  was hurt somewhat in September and
October by our exposure to the  underperforming  finance and airline sectors. We
have  maintained  our  overweight  positions in these  sectors,  believing  that
investors are overestimating the risks facing these companies.

Priced for recession,  new corporate bond market valuation levels look extremely
attractive for long-term  investors.  Spreads between  corporate bond yields and
Treasury yields are at or near levels not seen since 1990.  However,  by cutting
interest  rates,  the  Federal  Reserve  has  begun  to act to  avert  a  severe
contraction in credit. High short-term  interest rates,  combined with low rates
of inflation,  give the Fed room to maneuver,  making a recession in 1999 appear
less likely.  Corporate bond investors are likely to be slowly rewarded as fears
of widespread credit troubles in the U.S. economy abate.

Thank you for your  continued  investment in the Strong  Corporate Bond Fund. We
look forward to serving your investment needs in the future.

===============================================================================
                       GROWTH OF AN ASSUMED $10,000 INVESTMENT
===============================================================================
                           From 12-12-85 to 10-31-98
[GRAPH]

                                 Lehman Brothers       Lipper Corporate
                 THE STRONG        Corporate            Debts Funds
               CORPORATE BOND       Baa Bond             Bbb Rated
                    FUND              Index*               Index*

11-85             10,000            10,000                10,000
12-85             10,300            10,162                10,184
12-87             13,997            12,323                11,882
12-89             15,800            15,521                14,342
12-91             17,013            19,497                17,909
12-93             21,732            24,087                21,839
12-95             26,892            28,617                25,052
12-97             31,752            33,072                28,800
10-98             33,188            34,529                29,898
================================================================================

This graph,  provided in  accordance  with SEC  regulations,  compares a $10,000
investment  in the Fund,  made at its  inception,  with the  performance  of the
Lehman Brothers Corporate Baa Bond Index and the Lipper Corporate Debt Funds BBB
Rated Index. Results include the reinvestment of all dividends and capital gains
distributions.  Performance is historical and does not represent future results.
Investment  returns and  principal  value vary,  and you may have a gain or loss
when you sell shares. To equalize the time periods, the indexes' performance was
prorated for the month of December 1985.
- -------------------------------------------------------------------------------

1    From time to time,  the Fund' s Advisor has waived its  management  fee and
     absorbed  expenses,  which has resulted in higher returns and without these
     waivers the rankings may have been lower.  Yields are historical and do not
     represent future yields, which will fluctuate.

2    The Fund's average maturity includes the effect of futures and options.

3    For purposes of this average rating, the Fund's short-term debt obligations
     have been assigned a long-term rating by the Advisor.



YOUR FUND'S
APPROACH

THE STRONG  CORPORATE  BOND FUND INVESTS FOR HIGH CURRENT  INCOME WITH  MODERATE
SHARE-PRICE FLUCTUATION.  THE FUND IS DESIGNED FOR LONGER-TERM INVESTORS SEEKING
HIGHER  INCOME  THAN  SHORTER-TERM  BONDS  OFFER AND WHO ARE  WILLING  TO ACCEPT
MODERATELY   HIGHER  SHARE  PRICE  CHANGES.   THE  FUND  INVESTS   PRIMARILY  IN
INVESTMENT-GRADE  CORPORATE BONDS, BUT MAY INVEST UP TO 35% OF ITS ASSETS IN ANY
OTHER  BOND  CATEGORIES,   INCLUDING   GOVERNMENT  AND  MORTGAGE-BACKED   BONDS.
NORMALLY, THE FUND'S AVERAGE MATURITY WILL BE BETWEEN SEVEN AND 12 YEARS,  WHICH
MEANS ITS SHARE PRICE HAS HEIGHTENED SENSITIVITY TO CHANGES IN INTEREST RATES.
- --------------------------------------------------------------------------------
MARKET
HIGHLIGHTS

o The Lehman  Brothers  Corporate BAA Bond Index,  the Fund's  benchmark  index,
  returned 6.23% for the year ended October 31, 1998.*

o During the last several months, market volatility  increased,  which benefited
  investors in the safe haven U.S. Treasury market.  Corporate bonds appreciated
  less than the  Treasuries,  recording  their worst relative  performance  this
  decade.

o Bond  performance was driven largely by economic and political  crisis abroad.
  The emerging  market debt crisis,  the Russian  default,  and large losses for
  both U.S. and foreign financial  institutions were the primary determinants of
  price movements in the market.

                                                                            3

<PAGE>
                      =====================================
                      THE STRONG GOVERNMENT SECURITIES FUND
- ----------------------=====================================---------------------
                     
FUND
HIGHLIGHTS

o The Strong  Government  Securities Fund returned 9.05% for the 12 months ended
  October  31,  1998.  The Lehman  Brothers  Aggregate  Bond  Index,  the Fund's
  benchmark, returned 9.34% for the same period.*

o The Fund  increased its  investment in Treasury bonds and reduced its holdings
  in  mortgage-backed  and corporate bonds,  raising its overall credit quality.
  Nonetheless, mortgage and corporate issues still hurt the Fund's performance.

o We slightly increased the Fund's duration (interest-rate sensitivity) near the
  end of the year,  anticipating  cuts in interest  rates.  The Federal  Reserve
  appears likely to make such cuts if emerging-market  turmoil threatens to harm
  U.S. financial markets.

- --------------------------------------------
               AVERAGE ANNUAL
                TOTAL RETURNS
               As of 10-31-98

               1-year      9.05%

               5-year      6.81%

              10-year      9.30%

      Since Inception      8.95%
        (on 10-29-86)
- --------------------------------------------
          PORTFOLIO STATISTICS
             As of 10-30-98

  30-day annualized
            yield(1)     5.03%

 Average maturity(2)     8.1 years

             Average
   quality rating(3)     AAA
- -------------------------------------------

PERSPECTIVES
FROM THE MANAGERS

/s/Bradley C. Tank                      /s/John T. Bender   
Bradley C. Tank                         John T. Bender      
Portfolio Co-manager                    Portfolio Co-manager
                                        
- --------------------------------------------------------------------------------

After a long period of tranquility,  economic and political  developments abroad
have produced  significant  volatility  across all fixed-income  (bond) markets.
Over the past year,  interest  rates on  Treasury  securities  have  declined by
approximately 1.25 percentage points, a substantial drop.

Rates  declined  rapidly in August and September  after Russia  defaulted on its
government  bonds.  That  event  only fed the fears of  investors  already  made
skittish by problems in Asia and other  international  markets.  Many  investors
responded by moving their assets to the safe haven U.S.  Treasuries  offer. This
spike in demand drove the price of  Treasuries  upward,  which has the effect of
reducing  yields.  By the end of October,  10-year  Treasury  yields declined to
4.12%.

In contrast,  demand for most corporate and mortgage securities declined, as did
their prices.  The resulting  difference in total return between  Treasuries and
other types of bonds reached almost record  proportions late in the fiscal year.
Corporate bond prices have now dropped to levels not seen since  1990--despite a
long period of domestic economic prosperity and rising corporate profits.

Three factors aided the Fund's performance in this volatile environment.  First,
we reduced our exposure to  investment-grade  corporate bonds early in the year.
This was  helpful in August  and  October,  when  corporate  bonds  dramatically
underperformed both Treasury and mortgage securities.  Second, we positioned the

                                                ................................
                                                          NOW THAT THE

                                                       FEDERAL RESERVE HAS

                                                         BEGUN TO LOWER

                                                         INTEREST RATES,

                                                        FINANCIAL MARKETS

                                                         APPEAR LIKELY

                                                           TO BEHAVE

                                                         MORE NORMALLY.
                                                ................................
- -------------------------------------------------------------------------------
*The Lehman  Brothers  Aggregate  Bond Index is an unmanaged  index  composed of
 investment-grade securities from the Lehman Brothers  Government/Corporate Bond
 Index, Mortgage-Backed Securities Index, and Asset-Backed Securities Index. The
 Lipper General U.S. Government Funds Index is an  equally-weighted  performance
 index of the largest qualifying funds in this Lipper category.  Fund shares are
 neither  insured nor  guaranteed by the U.S.  Government.  Source of the Lehman
 index data is Standard & Poor's  Micropal.  Source of the Lipper  index data is
 Lipper Analytical Services, Inc.

4
<PAGE>

portfolio  to  benefit  from  interest-rate  declines.   Third,  we  had  chosen
mortgage-backed  bonds tied to mortgages  that were less likely to be refinanced
than the overall  market.  These  positives  were  somewhat  offset by poor bond
selection within our small corporate bond allocation.

Looking forward, economic growth is likely to ease. We believe that the economic
decline  overseas will lead to a marked  slowdown for U.S.  companies that get a
significant  portion of their sales from international  trade. Also, we expect a
decrease in  companies'  capital  spending.  However,  we do not expect the U.S.
economy to enter a recession  in 1999.  Rather,  we believe it will  continue to
benefit from strong labor and housing markets.  Now that the Federal Reserve has
begun to lower interest  rates,  financial  markets appear likely to behave more
normally. For these reasons we believe the corporate and mortgage sectors of the
fixed-income  market are likely to do better than Treasuries in the near future.
We anticipate that there will be opportunities to purchase high-quality bonds in
these  sectors at very  attractive  prices.  

We thank you for investing in the Strong  Government  Securities  Fund, and look
forward to helping you pursue your financial goals.

===============================================================================
                      GROWTH OF AN ASSUMED $10,000 INVESTMENT
===============================================================================
                           From 10-29-86 to 10-31-98

[GRAPH]
              THE STRONG               Lehman Brothers        Lipper General
          GOVERNMENT SECURITIES           Aggregate           U.S. Government
                 FUND                    Bond Index*           Funds Index*

9-86            10,000                      10,000                10,000
12-86           10,218                      10,187                10,171
12-88           11,683                      11,294                10,903
12-90           13,953                      14,092                13,329
12-92           17,781                      17,557                16,102
12-94           19,364                      18,706                16,615
12-96           23,873                      22,963                19,849
10-98           27,997                      27,132                23,242
================================================================================
This graph,  provided in  accordance  with SEC  regulations,  compares a $10,000
investment  in the Fund,  made at its  inception,  with the  performance  of the
Lehman  Brothers  Aggregate  Bond Index and the Lipper  General U.S.  Government
Funds Index. Results include the reinvestment of all dividends and capital gains
distributions.  Performance is historical and does not represent future results.
Investment  returns and  principal  value will vary,  and you may have a gain or
loss when you sell shares. To equalize the time periods, the indexes'
performance was prorated for the month of October 1986.

- --------------------------------------------------------------------------------
1    From time to time,  the Fund's  Advisor has waived its  management  fee and
     absorbed  expenses,  which has resulted in higher returns and without these
     waivers the rankings may have been lower.  Yields are historical and do not
     represent future yields, which will fluctuate.

2    The Fund's average maturity includes the effect of futures and options.

3    For purposes of this average rating, the Fund's short-term debt obligations
     have been assigned a long-term rating by the Advisor.


YOUR FUND'S
APPROACH

THE STRONG GOVERNMENT SECURITIES FUND USUALLY INVESTS 90% OR MORE (AND ALWAYS AT
LEAST 80%) OF ITS ASSETS IN BONDS ISSUED BY THE U.S. GOVERNMENT OR ITS AGENCIES.
THESE ARE AMONG THE HIGHEST-QUALITY BONDS AVAILABLE. THE FUND GENERALLY KEEPS AN
AVERAGE  MATURITY OF FIVE TO 10 YEARS, SO ITS SHARE PRICE WILL SHOW  SENSITIVITY
TO  CHANGES IN  INTEREST  RATES.  THE FUND MAY ALSO MAKE  SMALL  INVESTMENTS  IN
HIGH-QUALITY  BONDS FROM OTHER  SECTORS IN AN EFFORT TO IMPROVE  YIELD AND TOTAL
RETURN.  ANALYSIS OF THE ECONOMY,  INTEREST-RATE  TRENDS, AND BOND MARKETS DRIVE
OUR INVESTMENT PROCESS.

- --------------------------------------------------------------------------------

MARKET
HIGHLIGHTS

o Interest  rates on 10-year  Treasury  notes  declined  by  approximately  1.25
  percentage points over the past 12 months.

o Investors responded to turmoil in international  markets by seeking the safety
  of U.S. Treasury securities, driving those issues' prices upward. As a result,
  the difference in performance  between Treasuries and bonds from other sectors
  (such as corporate bonds and mortgage-backed issues) was dramatic.

o The bond markets generally were driven by global economic events,  rather than
  fundamental changes in the U.S. economy.


                                                                              5

<PAGE>

                        ===============================
                        THE STRONG HIGH-YIELD BOND FUND
- ------------------------===============================------------------------
FUND
HIGHLIGHTS

o The Strong  High-Yield  Bond  Fund  returned  0.89% for the fiscal year ended 
  October 31, 1998.  The Fund's benchmark,  the Lehman Brothers High-Yield Bond
  Index, returned -0.50% in the same time period.*

o The Fund increased its interest rate sensitivity in early August.  We began to
  shift some of the fund's  investments  to lower credit  quality bonds as their
  prices became more attractive at the end of the fiscal year.

o Holdings in non-cyclical
  U.S. bonds aided the Fund's investment performance. Exposure to zero-coupon
  bonds with longer duration  hurt the Fund's performance.



- ---------------------------------------------
                 AVERAGE ANNUAL
                 TOTAL RETURNS
                 As of 10-31-98

             1-year             0.89%

    Since Inception            13.69%
       (on 12-28-95)
- ---------------------------------------------

               PORTFOLIO STATISTICS
                 As of 10-30-98
      
       30-day annualized
                yield(1)       10.95%

     Average maturity(2)       9.1 years

                 Average
       quality rating(3)       B


PERSPECTIVES 
FROM THE MANAGERS

/s/ Jeffrey A. Koch                     /s/ Thomas M. Price 
Jeffrey A. Koch                         Thomas M. Price     
Portfolio Co-manager                    Portfolio Co-manager
                                        
- --------------------------------------------------------------------------------

Global financial and economic turmoil dominated the investment climate in fiscal
1998. The crisis began in Asia,  spread quickly  through the developing  markets
and culminated in a debt default in Russia.  U.S.  financial markets  eventually
succumbed to the growing global financial  pressure in August.  The fixed income
markets reacted first.

Investors sought the safety and liquidity of U.S. government  securities,  which
led to a rapid decline in U.S. interest rates. At the same time, investors began
to  sell  other  types  of  bonds,  including  high-yield  and  investment-grade
corporates,  and mortgage- and asset-backed  securities.  As a result, yields on
these investments actually rose while those on U.S. government  securities fell.
Once this process got started, its magnitude was exacerbated by the unwinding of
positions  held by hedge  funds  and  other  leveraged  investors.  Stocks  also
suffered as the S&P 500 finished the month of August down 14.46%.

High-yield  bonds were hit  particularly  hard,  suffering  their  second  worst
monthly price decline on record during  August.  The  corresponding  increase in
high-yield  bonds'  yields left them at their highest  levels,  relative to U.S.
government bonds, since the 1990 recession. Lower-quality bonds fared worse than
their  higher-quality  counterparts during the year. For example,  B-rated bonds
finished the fiscal year with a total return of -1.75%.  Higher-quality BB-rated
bonds posted a total return of 5.15% over that same time period
                                              ..................................

                                                        BEGINNING

                                                        IN AUGUST,

                                                    FINANCIAL MARKET

                                                   TURMOIL DOMINATED

                                                     THE INVESTMENT

                                                         MARKETS.
                                              ..................................
- --------------------------------------------------------------------------------
*The Lehman  Brothers  High-Yield  Bond Index is an  unmanaged  index  generally
 representative of corporate bonds rated below investment-grade. The Lipper High
 Current  Yield  Funds  Index is an  equally-weighted  performance  index of the
 largest  qualifying funds in this Lipper  category.  Source of the Lehman index
 data is Standard & Poor's  Micropal.  Source of the Lipper index data is Lipper
 Analytical Services, Inc.

6
<PAGE>

In yield terms,  BB-rated bonds offered 3.87% more than Treasuries at the end of
October while B-rated bonds offered 7.39% more than  Treasuries at the same date
This means that the average  BB-rated bond had a yield of 8.48% while,  one step
in quality lower, the average B-rated bond had a yield of 12.00%.

Throughout  the  fiscal  year,  we  upgraded  the  quality  of our  investments,
believing  the  domestic  economy  would  slow in  response  to global  economic
weakness. As the market declined at the end of the fiscal year, we reversed this
process and moved some of our BB-rated investments into B-rated investments.  We
also  increased the Fund's  interest  rate  sensitivity,  anticipating  that the
Federal  Reserve would lower interest  rates.  It did just that in September and
October, lowering the Federal Funds rate from 5.50% to 5.00%.

We expect the Federal  Reserve to continue to lower  interest rates in an effort
to extend the economic  expansion.  Worldwide,  other central  bankers have also
begun this process.  While the economy is likely to slow from its strong pace of
earlier this year, we don't expect it to slip into  recession.  As a result,  we
believe that high-yield bonds are attractively  priced at current levels.  

Thank  you  for  your  continued  confidence  in the  Fund.  We  appreciate  the
opportunity to help you pursue your investment objectives.

===============================================================================
                  GROWTH OF AN ASSUMED $10,000 INVESTMENT
===============================================================================
                           From 12-28-95 to 10-31-98

[GRAPH]

                THE STRONG      Lehman Brothers        Lipper High
                HIGH-YIELD        High-Yield          Current Yield
                BOND FUND         Bond Index*          Funds Index*
11-95            10,000             10,000               10,000
12-95            10,031             10,015               10,015
 6-96            11,425             10,361               10,440
12-96            12,724             11,151               11,314
 6-97            13,607             11,800               11,968
12-97            14,758             12,575               12,805
 6-98            15,652             13,141               13,418
10-98            15,652             12,286               12,124
================================================================================

This graph,  provided in  accordance  with SEC  regulations,  compares a $10,000
investment  in the Fund,  made at its  inception,  with the  performance  of the
Lehman  Brothers  High-Yield  Bond Index and the Lipper High Current Yield Funds
Index.  Results  include the  reinvestment  of all  dividends  and capital gains
distributions.  Performance is historical and does not represent future results.
Investment  returns and  principal  value vary,  and you may have a gain or loss
when you sell shares. To equalize the time periods, the indexes' performance was
prorated for the month of December 1995.

- --------------------------------------------------------------------------------

1    From time to time,  the Fund' s Advisor has waived its  management  fee and
     absorbed  expenses,  which has resulted in higher returns and without these
     waivers the rankings may have been lower.  Yields are historical and do not
     represent future yields, which will fluctuate.

2    The Fund's average maturity includes the effect of futures.

3    For purposes of this average rating, the Fund's short-term debt obligations
     have been assigned a long-term rating by the Advisor.


YOUR FUND'S
APPROACH

THE STRONG  HIGH-YIELD  BOND FUND USES A DISCIPLINED  APPROACH TO THE HIGH-YIELD
BOND  MARKET  TO  MAXIMIZE  TOTAL  RETURNS.  WE DO A CAREFUL  TOP-DOWN  ECONOMIC
ANALYSIS BEFORE SETTING THE FUND'S AVERAGE CREDIT QUALITY AND ITS SENSITIVITY TO
CHANGES IN INTEREST RATES. WE THEN CHOOSE  INDIVIDUAL BONDS THROUGH A PROCESS OF
RIGOROUS  ANALYSIS,  ADHERING  TO  STRICT  VALUATION  CRITERIA  TO  PROVIDE  THE
FOUNDATION FOR BUILDING THE PORTFOLIO FROM THE BOTTOM-UP. OUR GOAL IS TO PROVIDE
CONSISTENT, COMPETITIVE RETURNS FOR INVESTORS WANTING EXPOSURE TO THE HIGH-YIELD
BOND MARKET.

- --------------------------------------------------------------------------------

MARKET
HIGHLIGHTS

o Beginning  in  August,  financial  market  turmoil  dominated  the  investment
  markets.  In the month of August,  the  high-yield  bond market  suffered  its
  second worst price performance on record. Relative to Treasuries, the yield on
  high-yield bonds reached its highest level since the 1990 recession.

o Higher-quality  bonds outperformed  lower-quality bonds during the year. Bonds
  rated BB returned  5.15% for the fiscal year ended  October  31,  1998.  Bonds
  rated B returned  -1.75% and bonds rated C returned  -12.41% for the same time
  period.

o The Federal Reserve lowered interest rates in September and October,  bringing
  the Federal Funds rate down from 5.50% to 5.00%.

                                                                              7
<PAGE>

                        ===============================
                        THE STRONG SHORT-TERM BOND FUND
- ------------------------===============================------------------------
FUND
HIGHLIGHTS

o The Fund returned 4.69% over the 12 months ended October 31, 1998.

o Our focus on corporate bonds hurt  performance in the second half of the year,
  as Treasury  issues  outperformed.  Poor bond  selections from the banking and
  finance sector also hurt the Fund.

o Mortgage-backed  bonds,  selected to help improve the Fund's  yield,  hurt the
  Fund's  total  return  versus the  benchmark  late in the year as the mortgage
  market didn't keep pace with the rally in Treasuries.

o We offset these negative forces somewhat by increasing the Fund's  sensitivity
  to declining  interest  rates, a benefit when rates dropped  rapidly in August
  and September.

- -------------------------------------------------
               AVERAGE ANNUAL
               TOTAL RETURNS

                 As of 10-31-98

             1-year          4.69%

             5-year          5.61%

            10-year          7.20%

    Since Inception          7.56%
       (on 8-31-87)

- -------------------------------------------------

              PORTFOLIO STATISTICS
                 As of 10-30-98

        30-day annualized
                 yield(1)    7.00%

      Average maturity(2)    2.6 years

                  Average
        quality rating(3)    A
- ------------------------------------------------

PERSPECTIVES  
FROM THE MANAGERS

/s/ Bradley C. Tank           /s/Lyle J. Fitterer        /s/Shirish Malekar  
Bradley C. Tank               Lyle J. Fitterer           Shirish Malekar     
Portfolio Co-manager          Portfolio Co-manager       Portfolio Co-manager
                                                           

In the past year, and particularly in recent months,  volatility in fixed-income
markets has increased.  As demand for Treasury  securities has risen, the yields
they pay have declined by  approximately  1.5 percentage  points,  a significant
drop. These are the lowest yields on two-year  Treasury notes since October 1993
There are indications  that rates will go lower still: The yield on the two-year
note is now well below the benchmark  Federal funds rate, a sign that  investors
expect the Federal  Reserve to cut interest  rates further in the near term. The
Fed has already lowered rates by 50 basis points,  and market  sentiment is that
it will  continue to lower  short-term  interest  rates to avert a recession  in
1999.

As Treasury  issues  captured  investors'  interest in the late summer and early
fall,  corporate  bonds  fell  behind.  Corporate  bonds are now  priced as if a
recession  were a certainty,  but we don't  believe  that's the case at all. Not
only is the economy  stronger today than it was eight years ago, but the banking
industry has greatly improved its capital ratios in the 1990s.  This leaves that
sector in a much  better  position  to  weather  volatility.  

Although we don't anticipate a recession,  we do believe the real growth rate of
the U.S.  economy  is  likely  to slow in 1999.  This  would be the  result of a
continued  deterioration  in the  trade  sector  as  well as a  lower  level  of
corporate spending.

                                                    ............................
                                                           CORPORATE BONDS

                                                            ARE NOW PRICED

                                                          AS IF A RECESSION

                                                          WERE A CERTAINTY,

                                                             BUT WE DON'T

                                                         BELIEVE THAT'S THE

                                                             CASE AT ALL.
                                                    ............................
- -------------------------------------------------------------------------------
*The Lehman  Brothers 1-3 Year  Government/Corporate  Bond Index is an unmanaged
 index generally  representative  of government and  investment-grade  corporate
 securities with maturities of one to three years.  The Lipper Short  Investment
 Grade  Debt  Average  represents  funds  that  invest at least 65% of assets in
 investment-grade   debt   issues   (rated   in  the  top  four   grades)   with
 dollar-weighted  average  maturities  of less than three  years.  Source of the
 Lehman  index  data is  Bloomberg.  Source of the  Lipper  index data is Lipper
 Analytical Services, Inc.

8
<PAGE>


Nonetheless,  the  fundamentals on the demand side of the economy are still very
positive.  The tight  employment  market should allow personal  income growth to
stay relatively  strong,  and low interest rates should  contribute to continued
strength in the housing  market.  Finally,  the easing of monetary policy by the
Federal Reserve and the subsequent stock-market rally should limit the impact of
the international credit crisis.

We expect  interest  rates to decline  modestly in 1999, as the Fed slowly eases
interest rates in the first half of the year.  Any rally in the Treasury  market
will be  somewhat  limited,  however,  because  market  interest  rates  already
anticipate  these cuts. We would also expect the corporate and mortgage  markets
to provide  strong  relative  performance  in 1999.  These sectors have been hit
particularly hard--and  indiscriminately--in 1998. Current economic fundamentals
support much better performance from these asset classes.

Thank you for your investment in the Strong  Short-Term Bond Fund. Our aim is to
help you pursue your important financial goals.
===============================================================================
                          GROWTH OF AN ASSUMED $10,000 INVESTMENT
===============================================================================
                                From 8-31-87 to 10-31-98

                                    Lehman Brothers
             THE STRONG               1-3 Year                  Lipper Short
             SHORT-TERM          Government/Corporate         Investment Grade
              BOND FUND               Bond Index*                Debt Average*

 8-87          10,000                   10,000                     10,000
12-87          10,318                   10,303                     10,246
12-89          12,295                   12,156                     12,100
12-91          14,837                   14,913                     14,493
12-93          17,302                   16,743                     16,285
12-95          19,064                   18,677                     17,956
12-97          21,809                   20,945                     19,961
10-98          22,566                   22,326                     20,997
================================================================================

This graph,  provided in  accordance  with SEC  regulations,  compares a $10,000
 investment in the Fund,  made at its  inception,  with the  performance  of the
 Lehman Brothers 1-3 Year  Government/Corporate  Bond Index and the Lipper Short
 Investment Grade Debt Average. Results include he reinvestment of all dividends
 and  capital  gains  distributions.  Performance  is  historical  and  does not
 represent future results. Investment returns and principal value will vary, and
 you may have a gain or loss when you sell shares.

- -------------------------------------------------------------------------------

1    From time to time,  the Fund' s Advisor has waived its  management  fee and
     absorbed  expenses,  which has resulted in higher returns and without these
     waivers the rankings may have been lower.  Yields are historical and do not
     represent future yields, which will fluctuate.

2    The Fund's average maturity includes the effect of futures and options.

3    For purposes of this average rating, the Fund's short-term debt obligations
     have been assigned a long-term rating by the Advisor.


YOUR FUND'S
APPROACH

THE  STRONG  SHORT-TERM  BOND FUND  PURSUES  TOTAL  RETURN  WITH A HIGH LEVEL OF
CURRENT INCOME BY INVESTING  PRIMARILY IN SHORT-TERM,  MEDIUM- AND  HIGH-QUALITY
BONDS ISSUED BY U.S. COMPANIES.  THE FUND'S AVERAGE MATURITY IS NORMALLY BETWEEN
ONE AND THREE  YEARS,  WHICH HELPS TO KEEP  SHARE-PRICE  FLUCTUATIONS  LOW.  THE
PORTFOLIO  MANAGEMENT  TEAM WORKS TO ADD VALUE WITH AN  INVESTMENT  PROCESS THAT
FOCUSES ON FUNDAMENTAL  MACRO-ECONOMIC RESEARCH, AS WELL AS RIGOROUS ANALYSIS OF
INDIVIDUAL BONDS.


MARKET
HIGHLIGHTS

o The Lehman  Brothers  1-3 Year  Government/Corporate  Bond  Index,  the Fund's
  benchmark, returned 7.56% over the 12-month period ended October 31, 1998.*

o During the late summer and early  fall,  the  Russian  debt  default and other
  global  turmoil  sparked  a flight  to  quality,  with  risk-averse  investors
  flocking to U.S. Treasury securities.

o As a result,  corporate  bonds were sold off  indiscriminately,  with  higher-
  quality issues suffering as well as more marginal issues.

o Even bonds from  agencies of the U.S.  government,  including  mortgage-backed
  issues, under-performed in this environment.

                                                                               9
<PAGE>

                  ==========================================
                  THE STRONG SHORT-TERM HIGH YIELD BOND FUND
- ------------------==========================================-------------------

FUND
HIGHLIGHTS

o The Strong  Short-Term High Yield Bond Fund returned 7.69% for the fiscal year
  ended October 31, 1998. The Fund's  benchmark,  the Short-Term High Yield Bond
  Index, returned 3.88% in the same time period.*

o The Fund  increased its interest rate  sensitivity  in early August by raising
  its average maturity to three years.

o We maintained  our  investments  in  short-duration,  high-coupon  bonds which
  helped to limit our share price volatility.

- ---------------------------------------
        AVERAGE ANNUAL
         TOTAL RETURN
        As of 10-31-98

          1-year       7.69%

 Since Inception       9.55%
     (on 6-30-97)
- ---------------------------------------

            PORTFOLIO STATISTICS
              As of 10-30-98

 30-day annualized
           yield(1)    9.37%

Average maturity(2)    3.0 years

           Average
  quality rating(3)    B
- --------------------------------------


PERSPECTIVES  
FROM THE MANAGERS

/s/Jeffrey A. Koch                      /s/Thomas M. Price   
Jeffrey A. Koch                         Thomas M. Price      
Portfolio Co-manager                    Portfolio Co-manager 
- --------------------------------------------------------------------------------

Global financial and economic turmoil dominated the investment climate in
fiscal 1998. The crisis began in Asia, spread quickly through the developing
markets and culminated in a debt default in Russia. U.S. financial markets
eventually succumbed to the growing global financial pressure in August. The
fixed income markets reacted first.

Investors sought the safety and liquidity of U.S. government  securities,  which
led to a rapid decline in U.S. interest rates. At the same time, investors began
to  sell  other  types  of  bonds,  including  high-yield  and  investment-grade
corporates,  and mortgage- and asset-backed  securities.  As a result, yields on
these investments actually rose while those on U.S. government  securities fell.
Once this process got started, its magnitude was exacerbated by the unwinding of
positions  held by hedge  funds  and  other  leveraged  investors.  Stocks  also
suffered as the S&P 500 finished the month of August down 14.46%.

High-yield  bonds were hit  particularly  hard,  suf-fering  their  second worst
monthly price decline on record during  August.  The  corresponding  increase in
high-yield  bonds'  yields left them at their highest  levels,  relative to U.S.
government bonds, since the 1990 recession. Lower-quality bonds fared worse than
their  higher-quality  counterparts  during the year.  For  example,  short-term
B-rated  bonds finished the  fiscal year  with a total return of 1.98%.  Higher-
                                                      ..........................
                                                            RELATIVE TO

                                                          TREASURIES, THE

                                                        YIELD ON HIGH-YIELD

                                                           BONDS REACHED

                                                         ITS HIGHEST LEVEL

                                                             SINCE THE

                                                           1990 RECESSION.
                                                      ..........................
- --------------------------------------------------------------------------------
*The  Short-Term  High Yield Bond Index is a market value  weighted blend of the
 Merrill  Lynch High Yield,  BB Rated,  1-2.99 Years Index and the Merrill Lynch
 High Yield, B Rated,  1-2.99 Years Index.  It is an unmanaged  index  generally
 representative of corporate debt rated below  investment-grade  with maturities
 of one to  three  years.  The  Lipper  High  Current  Yield  Funds  Index is an
 equally-weighted  performance index  of the  largest  qualifying  funds in this
 Lipper  category.  Source of the  Short-Term  High  Yield  Bond  Fund  Index is
 Bloomberg.  Source of the  Lipper  High  Current  Yield  Funds  Index is Lipper
 Analytical Services, Inc.

10
<PAGE>

quality short-term  BB-rated bonds posted a total return of 4.85% over that same
time period. In yield terms, the average short-term BB-rated bond had a yield of
8.46% while, one step in quality lower, the average  short-term B-rated bond had
a yield of 12.84%.

Throughout  the  fiscal  year,  we  upgraded  the  quality  of our  investments,
believing  the  domestic  economy  would  slow in  response  to global  economic
weakness.  We increased the Fund's interest rate sensitivity,  anticipating that
the Federal  Reserve would lower interest  rates.  It did just that in September
and October, lowering the Federal Funds rate from 5.50% to 5.00%.

We expect the Federal  Reserve to continue to lower  interest rates in an effort
to extend the economic  expansion.  Worldwide,  other central  bankers have also
begun this process.  While the economy is likely to slow from its strong pace of
earlier this year, we don't expect it to slip into  recession.  As a result,  we
believe that high-yield bonds are attractively priced at current levels.

Thank you for your continued investment in the Strong Short-Term High Yield Bond
Fund.

===============================================================================
                     GROWTH OF AN ASSUMED $10,000 INVESTMENT
===============================================================================
                           From 6-30-97 to 10-31-98

                  THE STRONG          SHORT-TERM             LIPPER
                 SHORT-TERM          HIGH YIELD            HIGH CURRENT
                 HIGH YIELD BOND        BOND               YIELD FUNDS
                    FUND               INDEX                 INDEX

         6-97        10,000               10,000               10,000
         8-97        10,368               10,125               10,290
        10-97        10,487               10,221               10,498
        12-97        10,777               10,334               10,699
         2-98        11,024               10,470               11,009
         4-98        11,169               10,608               11,204
         6-98        11,324               10,736               11,211
         8-98        11,255               10,634               10,428
        10-98        11,293               10,617               10,130
================================================================================

This graph, provided in accordance with SEC regulations, compares a $10,000
investment in the Fund, made at its inception, with the performance of the
Short-Term High Yield Bond Index and the Lipper High Current Yield Funds Index.
Results include the reinvestment of all dividends and capital gains
distributions. Performance is historical and does not represent future results.
Investment  returns and  principal  value will vary,  and you may have a gain or
loss when you sell shares.

- --------------------------------------------------------------------------------

1    From time to time,  the Fund' s Advisor has waived its  management  fee and
     absorbed  expenses,  which has resulted in higher returns and without these
     waivers the rankings may have been lower.  Yields are historical and do not
     represent future yields, which will fluctuate.

2    The Fund's average maturity includes the effect of futures.

3    For purposes of this average rating, the Fund's short-term debt obligations
     have been assigned a long-term rating by the Advisor.


YOUR FUND'S
APPROACH

THE STRONG SHORT-TERM HIGH YIELD BOND FUND INVESTS IN CAREFULLY  SELECTED SHORT-
TO INTERMEDIATE-TERM  BONDS OF LOWER CREDIT QUALITY IN AN EFFORT TO COMBINE HIGH
CURRENT INCOME WITH MODERATE SHARE PRICE VOLATILITY. WE FIRST ANALYZE THE TRENDS
AND STATUS OF THE  ECONOMY,  THEN USE OUR  FINDINGS  TO SET THE  FUND'S  AVERAGE
CREDIT  QUALITY AND IT'S  SENSITIVITY TO CHANGES IN INTEREST  RATES.  INDIVIDUAL
BONDS ARE THEN CHOSEN THROUGH A PROCESS OF RIGOROUS ANALYSIS, ADHERING TO STRICT
VALUATION CRITERIA TO PROVIDE THE FOUNDATION FOR BUILDING THE PORTFOLIO FROM THE
BOTTOM-UP. 

- --------------------------------------------------------------------------------

MARKET HIGHLIGHTS

o Beginning  in  August,  financial  market  turmoil  dominated  the  investment
  markets.  In the month of August,  the high-  yield bond market  suffered  its
  second worst price performance on record. Relative to Treasuries, the yield on
  high-yield bonds reached its highest level since the 1990 recession.

o Higher-quality  bonds  outper-formed  lower-quality  bonds  during  the  year.
  Short-term bonds rated BB returned 4.85% for the fiscal year ended October 31,
  1998. Short-term bonds rated B returned 1.98% for the same time period.

o The Federal Reserve lowered interest rates in September and October,  bringing
  the Federal Funds rate down from 5.50% to 5.00%.

                                                                              11
<PAGE>

BOND
GLOSSARY

BOND QUALITY RATINGS--There are services that analyze the financial condition of
a bond's issuer and then assign it a rating.  The best-known rating agencies are
Standard and Poors and Moody's. The highest-quality bonds are rated AAA (S&P) or
Aaa (Moody's.) The scale descends to AA, A, then BBB and so on, down to D. Bonds
with a rating of BBB or higher are considered  investment-grade.  Bonds rated CC
and below are considered "junk bonds." Typically, the lower a bond's rating, the
higher yield it must pay in order to compensate  the  bond-holder  for the added
risk.

MATURITY--Like  a loan,  a bond  must be paid off on a  certain  date.  A bond's
maturity is the time remaining until it is paid off. Bonds typically mature in a
range  from  overnight  to 30 years  from  now.  Typically,  bonds  with  longer
maturities  will have  higher  yields and larger  price  changes in  reaction to
interest rate changes.  In rare situations,  shorter-term bonds will have higher
yields; this is known as an inverted yield curve (see definition that follows.)

DURATION--Duration is similar to maturity, but also accounts for the semi-annual
interest payments made by most bonds.  Duration is a useful tool for determining
a bond or a bond fund's  sensitivity  to interest rate  changes.  The higher the
duration, the more a bond's price will fluctuate when interest rates change.

TREASURY  SPREAD--The  Treasury  spread  is the  difference  in yield  between a
Treasury  bond  (issued  by the  federal  government)  and a bond  with an equal
maturity, but from another category,  such as a corporate bond. This calculation
is used to measure the prices of corporate bonds, mortgage-backed securities and
other  non-government  issues  relative to  Treasuries.  Higher spreads occur in
uncertain  times when  investors buy  Treasuries for their safety and sell other
types of bonds.

YIELD--Yield  is the income your  investment is generating.  It is calculated by
taking  the  income  paid by a bond in a given  period  of time,  often 30 days,
annualizing  it and  stating it as a  percentage  of the money  invested. 

YIELD  CURVE--The yield curve is a graph that plots the yields of Treasury bonds
against  their  maturities.  Under  normal  circumstances,  this line will slope
upward,   reflecting   longer-maturity  bonds  having  higher  yields.  In  rare
circumstances,  such  as in a time of  deflation,  the  yield  curve  may  slope
downward,  or "invert."  The  steepness  of the yield curve shifts  depending on
economic trends and outlooks.  Properly  positioned,  a bond investor can profit
from these shifts.


12
<PAGE>

SCHEDULES OF INVESTMENTS IN SECURITIES                         October 31, 1998
- -------------------------------------------------------------------------------
===============================================================================
                          STRONG CORPORATE BOND FUND
===============================================================================
                                                Shares or
                                                Principal             Value
                                                  Amount            (Note 2)
- --------------------------------------------------------------------------------
CORPORATE BONDS 84.5%
ARA Services, Inc. Guaranteed Notes, 10.625%,
  Due 8/01/00                                  $ 8,654,000         $ 9,333,287
Apache Finance Property, Ltd. Guaranteed Notes,
  6.50%, Due 12/15/07                            5,000,000           5,003,015
Atlas Air, Inc. Pass-Thru Certificates,
  Series 1998-1  Class C, 8.01%, Due 1/02/10    12,180,000          12,488,251
Banco Sud Americano Subordinated Notes, 7.60%,
  Due 3/15/07 (Acquired 7/15/97 - 7/23/97; Cost
  $10,317,698) (b)                              10,060,000           8,020,637
Bank United Corporation Subordinated Notes,
  8.875%, Due 5/01/07                            3,500,000           3,651,333
Beaver Valley Funding Corporation Debentures,
  8.625%, Due 6/01/07                            8,254,000           8,955,590
CSC Holdings, Inc. Debentures, 7.625%,
  Due 7/15/18                                    5,000,000           4,712,500
CSC Holdings, Inc. Senior Notes, 7.25%,
  Due 7/15/08                                   10,000,000           9,812,500
CSX Corporation Debentures, 7.90%,
  Due 5/01/17                                   13,000,000          14,352,208
Canadian National Railway Company Notes,
  6.80%, Due 7/15/18                             5,000,000           4,916,905
Coastal Corporation Senior Debentures, 7.75%,
  Due 10/15/35                                   7,100,000           7,438,492
Coca-Cola Femsa SA de CV Senior Notes, 9.40%,
  Due 8/15/04 (Acquired 10/01/97;
  Cost $8,640,000) (b)                           8,000,000           7,221,232
Colonial Capital I Securities, Series A, 8.92%,
  Due 1/15/27                                    3,600,000           3,685,810
Colonial Realty LP Senior Notes, 7.00%,
  Due 7/14/07                                    6,430,000           6,097,936
ContiFinancial Corporation Senior Notes, 8.375%,
  Due 8/15/03                                   13,000,000           8,516,521
Continental Airlines, Inc. Pass-Thru Certificates:
  Series 1998-2B, 6.465%, Due 10/15/04           3,000,000           3,178,455
  Series 1998-2C, 6.331%, Due 4/15/03            5,000,000           5,175,425
Crescent Real Estate Equities LP Notes, 7.125%,
  Due 9/15/07                                    8,300,000           7,392,959
Delta Air Lines, Inc. Equipment Trust Certificates:
  Series 1991-A, 10.14%, Due 8/14/12
  (Acquired 9/10/96; Cost $2,257,280) (b)        2,000,000           2,581,456
  Series 1991-B, 10.14%, Due 8/14/12
  (Acquired 9/10/96; Cost $2,257,280) (b)        2,000,000           2,581,456
  Series 1991-E, 10.14%, Due 8/26/12
  (Acquired 9/10/96; Cost $2,257,680) (b)        2,000,000           2,582,508
Delta Air Lines, Inc. Pass-Thru Certificates:
  Series 1992-B1, 9.375%, Due 9/11/07            3,146,727           3,613,465
  Series 1993-A2, 10.50%, Due 4/30/16            5,000,000           6,613,925
Developers Diversified Corporation Medium-
  Term Senior Notes, 6.625%, Due 1/15/08        10,000,000           9,032,330
Walt Disney Company Euro-Dollar Senior
  Participating Notes, 2.00%, Due 3/01/00
  (Acquired 9/19/96; Cost $6,250,000) (b)        5,000,000           5,050,000
Duke Realty LP Notes, 6.75%, Due 5/30/08         6,500,000           6,195,943
El Paso Electric Company First Mortgage Notes,
  Series E, 9.40%, Due 5/01/11                  10,498,000          11,967,720
First Nationwide Bank Subordinated Debentures,
  10.00%, Due 10/01/06                           3,460,000           4,029,225
First Republic Bank Subordinated Notes, 7.75%,
  Due 9/15/12                                    5,000,000           5,067,165
Fresenius Medical Care Capital Trust II Guaranteed
  Preferred Securities, 7.875%, Due 2/01/08      7,000,000           6,545,000
GB Capital Trust Capital Securities, 10.25%,
  Due 1/15/27 (Acquired 1/24/97;
  Cost $3,000,000) (b)                           3,000,000           3,562,500
GS Escrow Corporation Floating Rate Senior
  Notes, 6.75%, Due 8/01/03 (Acquired 7/30/98;
  Cost $7,976,000) (b)                           8,000,000           7,710,312
GS Escrow Corporation Senior Notes, 7.00%,
  Due 8/01/03 (Acquired 7/30/98 - 8/04/98;
  Cost $21,394,571) (b)                         21,440,000          21,011,200
Global Crossing Holding, Ltd. Senior Notes,
  9.625%, Due 5/15/08 (Acquired 5/14/98;
  Cost $4,981,250) (b)                           5,000,000           4,862,500
Gulf Canada Resources, Ltd. Senior Yankee
  Notes, 8.35%, Due 8/01/06                      5,000,000           5,121,665
HRPT Properties Trust Senior Notes:
  6.70%, Due 2/23/05                             8,350,000           7,903,342
  6.75%, Due 12/18/02                            5,000,000           4,873,740
HUBCO Capital Trust I Capital Securities, 8.98%,
  Due 2/01/27                                    5,000,000           5,338,665
Hilton Hotels Corporation Senior Notes:
  7.20%, Due 12/15/09                            2,850,000           2,649,126
  7.95%, Due 4/15/07                             5,000,000           4,974,525
Homeside, Inc. Senior Secured Second Priority
  Notes, 11.25%, Due 5/15/03                     1,796,000           2,110,300
Houston Light & Power Capital Trust II Capital
  Securities, Series B, 8.257%, Due 2/01/37     12,000,000          12,204,648
Imperial Capital Trust I Guaranteed Capital
  Securities, 9.98%, Due 12/31/26                7,200,000           8,029,224
LCI International, Inc. Senior Notes, 7.25%,
  Due 6/15/07                                    6,800,000           6,929,520
Lehman Brothers Holdings, Inc. Notes, 7.375%,
  Due 5/15/07                                    5,000,000           5,031,610
Lehman Brothers Holdings, Inc. Senior Notes,
  7.25%, Due 10/15/03                            5,000,000           5,066,600
Leucadia Capital Trust I Pass-Thru Securities,
  8.65%, Due 1/15/27                             7,000,000           5,722,752
Lumbermens Mutual Casualty Company Surplus
  Notes, 8.30%, Due 12/01/37 (Acquired 5/27/98;
  Cost $10,914,400) (b)                         10,000,000          10,594,950
Mohegan Tribal Gaming Authority Connecticut
  Senior Secured Notes, Series B, 13.50%,
  Due 11/15/02                                   8,000,000           9,960,000
NWA Trust Number 2 Mezzanine Aircraft Notes,
  Class C, 11.30%, Due 6/21/14                   8,727,231          10,850,043
News America, Inc. Debentures, 7.25%,
  Due 5/18/18                                   11,300,000          10,985,125
Niagara Mohawk Power Corporation Senior Notes:
  Series B, 7.00%, Due 10/01/00                 11,000,000          11,104,148
  Series C, 7.125%, Due 7/01/01                  5,000,000           5,091,605
  Series G, 7.75%, Due 10/01/08                 10,000,000          10,506,690
North Fork Capital Trust I Capital Trust Pass-
  Thru Securities, 8.70%, Due 12/15/26           3,500,000           3,631,446
North Fork Capital Trust II Capital Trust Pass-
  Thru Securities, 8.00%, Due 12/15/27           9,000,000           8,918,514
Owens-Illinois, Inc. Senior Notes, 8.10%,
  Due 5/15/07                                    4,850,000           5,108,815
P&L Coal Holdings Corporation Senior Notes,
  8.875%, Due 5/15/08 (Acquired 5/13/98 -
  5/14/98; Cost $6,519,675) (b)                  6,500,000           6,581,250
PXRE Capital Trust I Pass-Thru Securities,
  8.85%, Due 2/01/27                             5,750,000           5,383,714
Panamerican Beverages, Inc. Senior Notes, 8.125%,
  Due 4/01/03                                    3,000,000           3,109,776
Philip Morris Companies, Inc. Notes, 6.15%,
  Due 3/15/10 (Putable at 100 and Rate Reset
  Effective 3/15/00)                             4,530,000           4,590,974
Protection One Alarm Monitoring, Inc. Senior
  Notes, 7.375%, Due 8/15/05 (Acquired
  8/12/98 - 10/21/98; Cost $9,867,240) (b)      10,000,000          10,000,000

                                                                              13
<PAGE>

SCHEDULES OF INVESTMENTS IN SECURITIES (continued)             October 31, 1998
- -------------------------------------------------------------------------------
===============================================================================
                    STRONG CORPORATE BOND FUND (continued)
===============================================================================
                                                 Shares or
                                                 Principal            Value
                                                  Amount            (Note 2)
- --------------------------------------------------------------------------------
Public Service Company New Mexico Senior Notes,
  Series A, 7.10%, Due 8/01/05                 $10,000,000         $10,324,870
Qwest Communications International, Inc. Senior
  Notes, 7.50%, Due 11/01/08 (Acquired 10/27/98;
  Cost $4,966,200) (b) (e)                       5,000,000           5,052,500
Riggs Capital Trust Preferred Securities:
  Series A, 8.625%, Due 12/31/26                   200,000             203,484
  Series A, 8.625%, Due 12/31/26 (Acquired
  12/10/96 - 9/04/98; Cost $7,278,808) (b)       7,220,000           7,345,772
Riggs Capital II Trust Preferred Securities:
  Series B, 8.875%, Due 3/15/27                    500,000             522,098
  Series C, 8.875%, Due 3/15/27 (Acquired 5/06/98; 
  Cost $751,027) (b)                               685,000             715,274
Rose Hills Company Senior Subordinated Notes,
  9.50%, Due 11/15/04                            3,000,000           2,752,500
SIG Capital Trust I Securities, 9.50%,
  Due 8/15/27                                    4,500,000           3,611,250
Southdown, Inc. Senior Subordinated Notes,
  Series B, 10.00%, Due 3/01/06                 12,000,000          13,620,000
Stop & Shop Companies, Inc. Senior Subordinated
  Notes, 9.75%, Due 2/01/02                     12,100,000          13,676,545
Sunamerica, Inc. Debentures, 5.60%,
  Due 7/31/2097                                  7,910,000           6,356,081
Suntrust Capital II Trust Bonds, 7.90%,
  Due 6/15/27                                      100,000             107,150
TCI Communications, Inc. Senior Debentures,
  8.75%, Due 8/01/15                             5,000,000           6,099,335
TKR Cable I, Inc. Senior Debentures, 10.50%,
  Due 10/30/07                                   9,425,000          10,344,569
Teekay Shipping Corporation Guaranteed First
  Preferred Mortgage Notes, 8.32%, Due 2/01/08   1,115,000           1,070,400
Tele-Communications, Inc. Senior Notes, 8.25%,
  Due 1/15/03                                    5,600,000           6,158,404
Tenet Healthcare Corporation Senior Notes,
  8.00%, Due 1/15/05                            10,500,000          10,755,183
Texas Utilities Company Senior Notes, Series E,
  6.50%, Due 8/16/04                            16,250,000          16,751,833
360 Communications Company Senior Notes,
  7.60%, Due 4/01/09                             9,105,000          10,146,002
Time Warner, Inc. Debentures, 8.18%,
  Due 8/15/07                                    5,630,000           6,450,353
Tosco Corporation First Mortgage Bonds,
  Series B, 9.625%, Due 3/15/02                  6,000,000           6,645,234
TransCanada PipeLines, Ltd. Yankee Bonds,
  6.49%, Due 1/21/09                             5,000,000           5,085,215
Tricon Global Restaurants, Inc. Senior Notes:
  7.45%, Due 5/15/05                            17,005,000          17,345,525
  7.65%, Due 5/15/08                             5,000,000           5,212,520
Turner Broadcasting System, Inc. Senior Notes,
  8.375%, Due 7/01/13                            6,200,000           7,399,285
Tyco International Group SA Yankee Notes,
  7.00%, Due 6/15/28                            10,000,000           9,986,520
USX-Marathon Group Notes, 7.20%,
  Due 2/15/04                                   16,450,000          17,116,916
Ultramar Diamond Shamrock Corporation
  Senior Notes, 7.20%, Due 10/15/17             16,000,000          15,913,712
United Air Lines, Inc. Debentures:
  9.75%, Due 8/15/21                            10,000,000          12,503,130
  Series A, 10.67%, Due 5/01/04                  3,055,000           3,709,729
United Rentals, Inc. Senior Subordinated Notes,
  8.80%, Due 8/15/08 (Acquired 8/07/98;
  Cost $1,950,000) (b)                           2,000,000           1,910,000
United States Filter Corporation Remarketable or
  Redeemable Securities, 6.50%, Due 5/15/13
  (Remarketing Date 5/15/03) (Acquired 5/14/98;
  Cost $6,968,360) (b)                           7,000,000           6,991,670
United States Filter Corporation Variable Rate
  Remarketable or Redeemable Securities, 6.375%,
  Due 5/15/11 (Remarketing Date 5/15/01)
  (Acquired 8/18/98; Cost $2,993,220) (b)        3,000,000           2,998,877
Valero Pass-Thru Asset Trust 1997-1 Securities,
  6.75%, Due 12/15/02 (Acquired 12/05/97;
  Cost $4,992,800) (b)                           5,000,000           5,208,280
WorldCom, Inc. Senior Notes, 6.40%,
  Due 8/15/05                                   15,885,000          16,534,061
- ------------------------------------------------------------------------------
Total Corporate Bonds (Cost $699,231,918)                          691,956,805
- ------------------------------------------------------------------------------

NON-AGENCY MORTGAGE & ASSET-BACKED
    SECURITIES 6.0%
BCF LLC Mortgage Pass-Thru Certificates, Series 
  1997-R2, Class 3-A1, 7.00%, Due 12/25/35
  (Acquired 6/17/97; Cost $3,721,452) (b)        3,718,950           3,756,139
Bear Stearns Mortgage Securities, Inc. Mortgage
  Pass-Thru Certificates, Series 1995-1, Class 2-P,
  Principal Only, Due 7/25/10                      748,262             649,031
DLJ Mortgage Acceptance Corporation Variable
  Rate Multifamily Mortgage Pass-Thru
  Certificates, Series 1993-MF10, Class A-1,
  Interest Only, 0.80%, Due 7/15/03             32,159,625             376,589
DLJ Mortgage Acceptance Corporation Variable
  Rate Trust Certificates, Series 1997-E, Class A,
  7.55%, Due 12/26/26 (Acquired 12/18/97;
  Cost $5,560,346) (b)                           5,537,848           5,392,480
FMAC Loan Receivables Trust, Series 1997-C,
  Class B, 7.15%, Due 12/15/19                   7,239,000           7,005,977
Merrill Lynch Mortgage Investors, Inc. Asset-
  Backed Certificates, Series 1998-GN1,
  Class M-2, 8.02%, Due 2/25/27                  6,000,000           6,131,280
Mid State Trust Virgin Islands Asset-Backed Notes:
  Series 6, Class A-1, 7.34%, Due 7/01/35        2,772,474           2,957,938
  Series 6, Class A-2, 7.40%, Due 7/01/35        3,248,993           3,378,952
NPF IX, Inc. 97-1 Healthcare Receivables Notes,
  Class A, 6.339%, Due 7/01/00 (Acquired 7/24/97;
  Cost $2,999,964) (b)                           3,000,000           3,017,820
RTC Mortgage Pass-Thru Securities, Inc.
  Commercial Mortgage Certificates,
  Series 1995-C1, Class D, 6.90%, Due 2/25/27   12,000,000          12,105,000
Ryland Mortgage Securities Corporation III
  Variable Rate Collateralized Mortgage Bonds,
  Series 1992-C, Class 3-A, 11.7047%,
  Due 11/25/30                                     169,346             177,442
Salomon Brothers Mortgage Securities VII, Inc.
  Mortgage Pass-Thru Certificates, Series 1997-A,
  Class B-3, 7.3887%, Due 10/01/25 (Acquired
  7/09/97; Cost $4,496,240) (b)                  5,035,717           4,714,690
- ------------------------------------------------------------------------------
Total Non-Agency Mortgage & Asset-Backed Securities 
  (Cost $49,394,512)                                                49,663,338
- ------------------------------------------------------------------------------

FOREIGN BONDS 1.0%
Shaw Communications, Inc. Debentures, 8.54%,
  Due 9/30/27                                 14,000,000 CAD         8,137,109
- -------------------------------------------------------------------------------
Total Foreign Bonds (Cost $9,134,281)                                8,137,109
- -------------------------------------------------------------------------------

UNITED STATES GOVERNMENT & AGENCY ISSUES 3.4% 
FHLMC Participation Certificates:
  14.00%, Due 9/01/12                          $    26,409              29,882
  14.75%, Due 3/01/10                               13,571              15,527
FNMA Guaranteed Real Estate Mortgage
  Investment Conduit Pass-Thru Certificates,
  13.50%, Due 4/01/11 (c)                          103,579             116,069
GNMA Guaranteed Pass-Thru Certificates, 15.00%,
  Due 8/15/11 thru 10/15/12                         86,927             103,923
Small Business Administration Guaranteed Loan
  Pool #40013, Interest Only Strips,
  2.419%, Due 9/30/17                            8,003,909             450,220
United States Treasury Bonds, 8.125%,
  Due 8/15/21                                   10,620,000          14,386,787

14
<PAGE>
===============================================================================
                    STRONG CORPORATE BOND FUND (continued)
===============================================================================
                                                 Shares or
                                                 Principal           Value
                                                  Amount            (Note 2)
- -------------------------------------------------------------------------------
United States Treasury Notes:
  5.625%, Due 5/15/08                          $ 3,005,000        $  3,237,890
  7.00%, Due 7/15/06                             2,500,000           2,877,345
  7.25%, Due 5/15/04                             5,550,000           6,300,987
- --------------------------------------------------------------------------------
Total United States Government & Agency Issues         
  (Cost $28,568,888)                                                27,518,630
- --------------------------------------------------------------------------------

OPTIONS 0.1%
Merrill Lynch Swaption (The option to receive 
  a fixed interest rate of 7.75%; exercisable 
  at a strike price of $100 beginning 4/09/04 
  and expiring 4/09/25.)                         6,083,333             782,925
- -------------------------------------------------------------------------------
Total Options   (Cost $281,678)                                        782,925
- -------------------------------------------------------------------------------

PREFERRED STOCKS 2.6%
California Federal Preferred Capital Corporation
  9.125% Series A Exchangeable                     100,000           2,562,500
Indosuez Holdings SCA Sponsored ADR 10.375%
  Representing 1/10 Series A (Acquired 2/05/98;
  Cost $5,660,000) (b)                             200,000           5,500,000
Norwest Corporation Series A Cumulative Tracking
  Preferred Stock/Residential Home Mortgage LLC
  (Acquired 12/16/94; Cost $2,000,000) (b)          10,000           2,070,140
Parmalat Capital Finance 8.1523% Series B          253,000           5,945,500
Webster Capital Corporation 7.375% Series A          5,000           5,056,250
- -------------------------------------------------------------------------------
Total Preferred Stocks (Cost $21,789,490)                           21,134,390
- -------------------------------------------------------------------------------

WARRANTS 0.0%
EOP Operating LP Warrants, Expire 1/18/00 (Acquired
  6/10/98; Cost $60,000) (b)                         7,500              18,750
- -------------------------------------------------------------------------------
Total Warrants (Cost $60,000)                                           18,750
- -------------------------------------------------------------------------------

SHORT-TERM INVESTMENTS (a) 1.6%
Commercial Paper 0.1%
Interest Bearing, Due Upon Demand
American Family Financial Services, Inc.,
  4.75%                                        $       100                 100
General Mills, Inc., 4.83%                         126,700             126,700
Pitney Bowes Credit Corporation, 4.83%             522,900             522,900
                                                                       -------
                                                                       649,700
Repurchase Agreements 1.4%
ABN-AMRO Chicago Corporation (Dated 10/30/98),
  5.40%, Due 11/02/98 (Repurchase proceeds
  $11,104,995); Collateralized by: $32,325,000
  FNMA Bonds, Zero % Due 7/09/12 (Market
  Value $11,322,155) (d)                        11,100,000          11,100,000
United States Government Issues 0.1%
United States Treasury Bills, Due 11/05/98
  thru 1/28/99 (c)                               1,170,000           1,162,108
- -------------------------------------------------------------------------------
Total Short-Term Investments (Cost $12,912,131)                     12,911,808
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Total Investments in Securities (Cost $821,372,898) 99.2%          812,123,755
Other Assets and Liabilities, Net 0.8%                               6,522,784
- -------------------------------------------------------------------------------
NET ASSETS 100.0%                                                 $818,646,539
===============================================================================

- -------------------------------------------------------------------------------
FUTURES
- -------------------------------------------------------------------------------
                                                  Underlying       Unrealized
                                   Expiration     Face Amount     Appreciation
                                     Date          at Value      (Depreciation)
- --------------------------------------------------------------------------------
Purchased:
 150 Ninety-Day Euro-Dollar         12/99        $35,816,250        $334,500
 305 Five-Year U.S. Treasury Notes  12/98         34,965,391         522,083
 119 Ten-Year U.S. Treasury Notes   12/98         14,324,625          16,576
 247 U.S. Treasury Bonds            12/98         31,839,844        (684,603)

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS
- -----------------------------------------------------------------------
                   Settlement       Value        Unrealized
                     Date          in USD      Appreciation
- -----------------------------------------------------------------------
Sold:
 13,230,000 CAD    12/17/98      $8,577,319       $212,503

SWAPS
- ------------------------------------------------------------------------------
Open index rate swap contracts at October 31, 1998 consisted of the following:
- ------------------------------------------------------------------------------

 Notional         Termination       Interest       Index            Unrealized
 Amount              Date           Sold           Bought          Depreciation
- --------------------------------------------------------------------------------
$25,000,000        1/01/99      1 mo. LIBOR   Lehman Brothers Baa    ($535,454)
 15,000,000        8/01/99      1 mo. LIBOR   Lehman Brothers Baa     (328,442)



===============================================================================
                   STRONG GOVERNMENT SECURITIES FUND
===============================================================================
                                                Shares or
                                                Principal              Value
                                                  Amount             (Note 2)
- -------------------------------------------------------------------------------
UNITED STATES GOVERNMENT & AGENCY ISSUES  92.7%  
FHA Insured Project Loan #956-55054, 2.93%,
  Due 11/01/12                                 $ 3,709,702         $ 2,990,947
FHA Project Loan, 7.40%, Due 3/01/09            21,394,217          22,517,413
FHA Project Loan Section 223(f) - Hampshire
  Tower Apartments, 7.50%, Due 11/15/30          8,986,502           9,272,991
FHLMC Guaranteed Multiclass Variable Rate
  Mortgage Participation Certificates:
  Pool #865496, 7.618%, Due 5/01/26              4,540,394           4,710,659
  Series 1539, Class FB, 5.611%, Due 6/15/05     3,977,003           3,992,717
  Series 1572-B, Class SA, 3.905%, Due 10/15/00  3,000,000           2,982,003
FHLMC Multiclass Mortgage Guaranteed
  Participation Certificates, Series 144,
  Class 144-A, 8.75%, Due 6/15/00                   92,000              93,668
FHLMC Participation Certificates:
  6.00%, Due 1/01/13                            13,403,653          13,441,985
  6.25%, Due 9/15/22                             5,705,000           5,734,466
  7.00%, Due 1/25/21                             3,448,172           3,525,756
  7.25%, Due 7/01/08                             1,224,199           1,240,231
  7.26%, Due 6/01/06                             6,781,651           7,146,164
  7.625%, Due 8/25/22                           14,049,817          14,131,025
  8.00%, Due 7/01/08 thru 12/01/10               5,479,911           5,660,394
  8.50%, Due 10/01/05 thru 5/01/16 (e)          26,531,837          27,524,735
  9.00%, Due 8/01/09 thru 6/01/16                4,540,670           4,782,273
  9.30%, Due 7/15/21                             5,998,620           6,247,968
  9.50%, Due 4/01/07 thru 12/01/19               3,153,215           3,272,212
  9.75%, Due 8/01/02                               829,828             847,419
  10.00%, Due 10/01/05 thru 6/01/20              3,763,814           3,965,794
  10.50%, Due 6/01/04 thru 8/01/20               3,348,988           3,637,159
  11.00%, Due 1/01/01                               10,316              10,569
  11.25%, Due 1/01/01                               45,921              47,051
  11.75%, Due 10/01/15                             117,651             126,781
  12.00%, Due 11/01/15                              25,570              27,870

                                                                              15
<PAGE>

SCHEDULES OF INVESTMENTS IN SECURITIES (continued)             October 31, 1998
- -------------------------------------------------------------------------------
===============================================================================
                 STRONG GOVERNMENT SECURITIES FUND (continued)
===============================================================================
                                                  Shares or
                                                  Principal           Value
                                                   Amount            (Note 2)
- --------------------------------------------------------------------------------
  12.25%, Due 7/01/15 thru 12/01/15            $   385,018         $   419,400
  12.50%, Due 10/01/09 thru 1/01/15                177,712             194,994
  13.00%, Due 7/01/14                               55,195              61,209
  13.75%, Due 5/01/02                               43,729              46,535
  14.00%, Due 9/01/10 thru 4/01/16                 542,087             611,508
  14.50%, Due 3/01/11 thru 12/01/11                  6,963               7,946
  14.75%, Due 8/01/11 thru 4/01/13                   7,631               8,710
  15.00%, Due 8/01/11                               26,298              30,311
  16.00%, Due 6/01/12                                6,855               8,066
FNMA Guaranteed Real Estate Mortgage
  Investment Conduit Pass-Thru Certificates:
  6.00%, Due 9/01/12                            14,083,843          14,154,221
  6.225%, Due 11/01/14                          20,316,058          20,366,849
  6.292%, Due 5/01/05                            9,360,808           9,667,937
  6.32%, Due 8/25/08                            10,000,000          10,225,000
  6.50%, Due 2/18/27 thru 8/01/28               33,442,207          33,907,794
  6.695%, Due 8/01/05                           10,000,000          10,600,000
  6.74%, Due 8/25/07                            20,890,000          21,811,353
  7.00%, Due 9/01/15                               857,159             881,248
  7.50%, Due 7/01/03 thru 7/01/15               44,380,845          45,413,328
  7.778%, Due 7/01/01                           39,840,000          42,198,014
  8.00%, Due 4/01/17 thru 11/01/26              38,951,576          40,323,604
  8.305%, Due 4/01/01                            5,392,551           5,699,945
  8.40%, Due 2/25/09                            29,710,000          31,532,857
  8.43%, Due 4/01/01                            10,409,047          11,027,797
  8.50%, Due 11/25/02 thru 5/01/17 (e)          32,210,407          33,700,855
  8.75%, Due 1/01/10                             1,125,150           1,198,716
  9.00%, Due 9/01/21 thru 10/25/21               7,753,942           8,231,188
  9.25%, Due 4/25/18                             1,713,352           1,803,246
  9.40%, Due 10/25/19                            6,541,444           6,961,407
  9.50%, Due 3/25/19                            10,648,796          11,660,328
  10.00%, Due 4/01/20                            2,952,685           3,149,590
  11.75%, Due 12/01/10                             103,204             113,013
  12.00%, Due 1/01/16 thru 2/01/19               2,415,539           2,651,023
  12.25%, Due 7/01/14                               20,445              22,155
  12.50%, Due 2/01/11                              164,079             180,418
  13.25%, Due 4/01/12                                3,369               3,846
  13.50%, Due 1/01/11 thru 1/01/12                  26,551              28,494
  13.75%, Due 10/01/10                               6,362               7,193
  14.00%, Due 1/01/12 thru 11/01/14                 82,506              93,473
  14.25%, Due 12/01/14                              33,131              38,074
  14.50%, Due 1/01/12                                7,041               8,083
  14.75%, Due 11/01/10 thru 3/01/12                145,401             170,700
  15.00%, Due 10/01/12                              10,122              11,771
  15.50%, Due 10/01/12                              10,511              12,294
FNMA Guaranteed Real Estate Mortgage
  Investment Conduit Variable Rate Certificates:
  Pool #54844, 6.131%, Due 9/01/27              18,254,304          18,418,071
  Pool #110238, 6.677%, Due 1/01/16              4,593,712           4,653,469
  Pool #70843, 6.681%, Due 4/01/20               2,301,203           2,331,844
  Pool #66414, 7.123%, Due 9/01/28              11,319,824          11,751,450
  Pool #176367, 7.287%, Due 4/01/15              2,321,225           2,405,985
  Pool #181826, 7.492%, Due 10/01/22               939,719             971,333
  Pool #124013, 7.496%, Due 10/01/21             1,996,178           2,066,167
  Pool #70018, 7.50%, Due 10/01/18               4,799,393           4,932,169
  Pool #92068, 7.516%, Due 1/01/18               1,222,322           1,262,925
  Pool #201427, 7.89%, Due 1/01/23               1,897,108           1,963,837
  Series 1991-57, Class S, 7.7219%, Due 5/25/20    319,526             320,905
  Series 1996-M6, Class A, 7.3783%, Due 8/17/03  1,297,299           1,319,658
  Series 1997-M4, Class C, 7.2993%, Due 2/17/35  5,683,000           5,926,545
FNMA Stripped Mortgage-Backed Securities:
  Series B, Class B-1, 6.00%, Due 5/01/09        3,075,226           3,127,779
  Series C, Class C-1, 6.00%, Due 5/01/09        2,482,387           2,524,363
  Series K, Class K-1, 6.00%, Due 11/01/08      15,956,571          16,243,616
  Series 161, Class 2, 8.50%, Due 7/25/22        4,741,263             731,213
Federal Home Loan Bank Notes, 4.875%,
  Due 3/17/00                                    8,000,000           7,985,664
GNMA Guaranteed Pass-Thru Certificates:
  7.00%, Due 8/20/20                             9,707,110           9,815,534
  8.35%, Due 9/01/19                            21,876,578          23,165,327
  9.00%, Due 12/15/06 thru 12/15/09             13,536,482          14,023,742
  12.50%, Due 4/15/19                            3,422,090           3,896,905
  13.00%, Due 11/15/10 thru 11/15/14               538,864             618,239
  13.50%, Due 7/15/10 thru 10/15/12                122,645             141,458
  14.00%, Due 6/15/11 thru 12/20/14                179,798             209,486
  14.50%, Due 6/15/11 thru 11/15/12                307,567             363,250
  15.00%, Due 1/15/12 thru 9/15/12                 130,972             156,101
  16.00%, Due 4/15/12                                9,596              11,607
GNMA Guaranteed Variable Rate Pass-Thru
 Certificates:
  Pool #8333, 6.875%, Due 3/20/18                1,207,545           1,226,514
  Pool #8489, 6.875%, Due 4/20/19                  265,727             270,702
  Pool #8714, 7.00%, Due 11/20/20                6,915,002           7,015,691
HHS Project Loan, 7.83%, Due 11/01/01 (e)        1,700,543           1,736,679
Small Business Administration Guaranteed
  Loan, Interest Only Custodial Receipts:
  Series 1992-6A, 2.473%, Due 10/15/17          36,113,121           1,715,373
  Series 1993-1A, 2.5312%, Due 2/15/18          28,348,457           1,346,552
USGI FHA Insured Project Pool #2040, 3.025%,
  Due 11/01/06                                   6,197,485           5,817,889
United States Treasury Bonds:
  6.125%, Due 11/15/27                          23,235,000          26,139,398
  6.625%, Due 2/15/27                           71,200,000          84,305,286
  7.25%, Due 5/15/16                            23,500,000          28,647,980
  8.125%, Due 8/15/21                           22,750,000          30,819,152
United States Treasury Notes: 
  5.625%, Due 12/31/99 thru 5/15/08             21,180,000          22,215,846
  5.75%, Due 8/15/03                            21,845,000          23,155,722
  6.00%, Due 7/31/02                           185,200,000         195,443,967
  6.125%, Due 8/15/07                            2,000,000           2,206,252
  6.25%, Due 10/31/01                           46,085,000          48,518,887
  7.00%, Due 7/15/06                            36,950,000          42,527,159
  7.875%, Due 11/15/04                          27,810,000          32,668,073
- --------------------------------------------------------------------------------
Total United States Government & Agency Issues
  (Cost $1,191,861,216)                                          1,214,290,507
- --------------------------------------------------------------------------------

CORPORATE BONDS 5.5%
Atlas Air, Inc. Pass-Thru Certificates,
  Series 1998-1, Class B, 7.68%, Due 1/02/14     10,000,000         10,317,240
Bank United Corporation Subordinated
  Notes, 8.875%, Due 5/01/07                     10,000,000         10,432,380
Cullen/Frost Capital Trust I Bonds, 8.42%,
  Due 2/01/27                                     1,000,000          1,064,156
GS Escrow Corporation Senior Notes, 7.00%,
  Due 8/01/03 (Acquired 7/30/98 - 8/04/98;
  Cost $19,359,858)(b)                           19,400,000         19,012,000
HUBCO Capital Trust I Capital Securities,
  8.98%, Due 2/01/27                              6,500,000          6,940,264
Riggs Capital Trust Preferred Securities,
  Series A, 8.625%, Due 12/31/26
  (Acquired 12/10/96; Cost $9,490,000) (b)        9,490,000          9,655,316
United Air Lines, Inc. Debentures, 10.25%,
  Due 7/15/21                                    10,735,000         13,937,068
- -------------------------------------------------------------------------------
Total Corporate Bonds (Cost $71,392,319)                            71,358,424
===============================================================================

MUNICIPAL BONDS 0.3%
Arkansas Development Finance Authority
  GNMA Guaranteed Bonds, 9.75%, Due 11/15/14      3,100,000          4,042,589
- -------------------------------------------------------------------------------
Total Municipal Bonds (Cost $3,789,941)                              4,042,589
- -------------------------------------------------------------------------------

16

<PAGE>
- --------------------------------------------------------------------------------
===============================================================================
                 STRONG GOVERNMENT SECURITIES FUND (continued)
===============================================================================
                                                  Shares or
                                                  Principal          Value
                                                   Amount          (Note 2)
- -------------------------------------------------------------------------------
NON-AGENCY MORTGAGE & ASSET-BACKED SECURITIES 0.1%
Community Program Loan Trust Bonds,
  Series 1987-A, Class A5, 4.50%, Due 4/01/29         $980,000   $     780,325
- -------------------------------------------------------------------------------
Total Non-Agency Mortgage & Asset-Backed Securities 
  (Cost $738,513)                                                      780,325
- -------------------------------------------------------------------------------

OPTIONS 0.1%
Merrill Lynch Swaption (The option to receive 
  a fixed interest rate of 7.75%; exercisable 
  at a strike price of $100 beginning 4/09/04 
  and expiring 4/09/25.)                            12,166,667       1,565,850
- -------------------------------------------------------------------------------
Total Options (Cost $563,356)                                        1,565,850
- -------------------------------------------------------------------------------

PREFERRED STOCKS 0.8%
Norwest Corporation Series A Cumulative
  Tracking Preferred Stock/Residential Home
  Mortgage LLC (Acquired 12/16/94; Cost
  $10,000,000) (b)                                      50,000      10,350,700
- -------------------------------------------------------------------------------
Total Preferred Stocks (Cost $10,000,000)                           10,350,700
- -------------------------------------------------------------------------------

WARRANTS 0.0%
EOP Operating LP Warrants, Expire 1/18/00
  (Acquired 6/10/98; Cost $60,000) (b)                   7,500          18,750
- -------------------------------------------------------------------------------
Total Warrants (Cost $60,000)                                           18,750
- -------------------------------------------------------------------------------

SHORT-TERM INVESTMENTS (a) 2.9%
Commercial Paper 0.3%
Interest Bearing, Due Upon Demand
American Family Financial Services, Inc., 4.75%    $ 1,030,000       1,030,000
Pitney Bowes Credit Corporation, 4.83%               1,151,100       1,151,100
Sara Lee Corporation, 4.82%                             95,600          95,600
Warner Lambert Company, 4.75%                          260,400         260,400
Wisconsin Electric Power Company, 4.75%                610,000         610,000
                                                                     ---------
                                                                     3,147,100
Repurchase Agreements 2.5%
ABN-AMRO Chicago Corporation (Dated 10/30/98),
  5.40%, Due 11/02/98  (Repurchase  proceeds  
  $33,014,850); Collateralized by: $15,000,000  
  FHLMC Notes, 6.77%, Due 3/05/08 (Market Value  
  $15,007,275) and $17,620,000 Federal Home Loan 
  Bank Notes, 5.52% thru 5.805%, Due 9/25/01 thru
  8/17/05 (Market Value $18,315,949) (d)            33,000,000      33,000,000

United States Government Issues 0.1%
United States Treasury Bills, Due 11/27/98
  thru 1/28/99 (c)                                   1,665,000       1,656,660
- -------------------------------------------------------------------------------
Total Short-Term Investments (Cost $37,802,829)                     37,803,760
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Total Investments in Securities  (Cost $1,316,208,174) 102.4%    1,340,210,905
Other Assets and Liabilities, Net (2.4%)                           (31,308,937)
- -------------------------------------------------------------------------------
NET ASSETS 100.0%                                               $1,308,901,968
===============================================================================

- -------------------------------------------------------------------------------
FUTURES
- -------------------------------------------------------------------------------
                                                Underlying        Unrealized
                                 Expiration     Face Amount      Appreciation
                                    Date         at Value       (Depreciation)
- --------------------------------------------------------------------------------
Purchased:
 960 Ninety-Day Euro-Dollar         12/99      $229,224,000       $1,169,050
  46 Five-Year U.S. Treasury Notes  12/98         5,273,469          (39,939)
 195 Ten-Year U.S. Treasury Notes   12/98        23,473,125           29,475
 471 U.S. Treasury Bonds            12/98        60,714,844         (476,907)



==============================================================================
                       STRONG HIGH-YIELD BOND FUND
==============================================================================
                                                 Shares or
                                                 Principal            Value
                                                  Amount            (Note 2)
- ------------------------------------------------------------------------------
CORPORATE BONDS 84.4%
AP Holdings, Inc. Senior Discount Notes,
  Zero %, Due 3/15/08 (Rate Reset Effective
  3/15/03)                                     $ 7,950,000         $ 3,756,375
APCOA/Standard Parking, Inc. Senior
  Subordinated Notes, 9.25%, Due 3/15/08         7,300,000           6,424,000
Allied Waste Industries, Inc. Senior Discount
  Notes, Zero %, Due 6/01/07 (Rate Reset
  Effective 6/01/02)                             4,000,000           3,000,000
Anchor Glass Container Corporation
  First Mortgage Notes, 11.25%, Due 4/01/05      6,000,000           6,165,000
Anthony Crane Rental Holdings LP/Anthony
  Crane Holdings Capital Corporation Senior
  Discount Debentures, Zero %, Due 8/01/09
  (Rate Reset Effective 8/01/03) (Acquired 
  7/16/98; Cost $3,652,250) (b)                  7,000,000           3,062,500
Anthony Crane Rental LP Senior Notes,
  10.375%, Due 8/01/08 (Acquired 7/31/98;
  Cost $2,800,000) (b)                           2,800,000           2,534,000
Atlas Air, Inc. Senior Notes:
  9.25%, Due 4/15/08 (Acquired 4/07/98;
  Cost $7,989,360) (b)                           8,000,000           7,540,000
  10.75%, Due 8/01/05                            7,725,000           7,782,937
Autopistas del Sol SA Senior Notes,
  9.35%, Due 8/01/04 (Acquired 8/11/97;
  Cost $3,960,000) (b)                           4,000,000           2,980,000
BankUnited Capital Trust Preferred Securities,
  Series A, 10.25%, Due 12/31/26                 4,300,000           4,396,750
Bay View Capital Corporation Subordinated
  Notes, 9.125%, Due 8/15/07                    18,875,000          16,704,375
Big City Radio, Inc. Senior Discount Notes,
  Zero %, Due 3/15/05 (Rate Reset Effective
  3/15/01)                                       6,000,000           3,690,000
CSBI Capital Trust I Subordinated Income
  Capital Securities, Series A, 11.75%,
  Due 6/06/27 (Acquired 7/10/97;
  Cost $2,000,000) (b)                           2,000,000           2,105,000
Calair LLC/Calair Capital Corporation
  Guaranteed Senior Notes, 8.125%, Due 4/01/08   3,000,000           2,801,250
Capstar Radio Broadcasting Partners, Inc.
  Senior Subordinated Notes, 9.25%, Due 7/01/07  2,150,000           2,139,250
William Carter Senior Subordinated Notes,
  Series A, 10.375%, Due 12/01/06                7,000,000           7,122,500
Cencall Communications Corporation Senior
  Discount Notes, Zero %, Due 1/15/04 (Rate
  Reset Effective 1/15/99)                       4,500,000           4,230,000
Cumulus Media, Inc. Senior Subordinated
  Notes, 10.375%, Due 7/01/08                    7,000,000           7,175,000


                                                                              17
<PAGE>

SCHEDULES OF INVESTMENTS IN SECURITIES (continued)             October 31, 1998
- -------------------------------------------------------------------------------
===============================================================================
                    STRONG HIGH-YIELD BOND FUND (continued)
===============================================================================
                                                 Shares or
                                                 Principal           Value
                                                  Amount           (Note 2)
- -------------------------------------------------------------------------------
e.spire Communications, Inc. Senior Discount
  Notes, Zero %, Due 7/01/08 (Rate Reset 
  Effective 7/01/03) (Acquired 7/21/98; Cost
  $1,499,725) (b)                              $ 2,500,000         $ 1,237,500
e.spire Communications, Inc. Senior Notes, 
  13.75%, Due 7/15/07                            2,000,000           2,030,000
Echostar Communications Corporation Senior
  Secured Discount Notes, Zero %, Due 6/01/04
  (Rate Reset Effective 6/01/99)                 5,000,000           4,906,250
Everest Healthcare Services Corporation Senior
  Subordinated Notes, 9.75%, Due 5/01/08         3,000,000           2,835,000
Fresenius Medical Care Capital Trust II
  Guaranteed Preferred Securities, 7.875%,
  Due 2/01/08                                   11,590,000          10,836,650
GST Telecommunications Senior Subordinated
  Notes, 12.75%, Due 11/15/07                    5,000,000           4,525,000
General Binding Corporation Senior Subordinated
  Notes, 9.375%, Due 6/01/08                     5,000,000           4,975,000
Global Crossing Holding, Ltd. Senior Notes,
  9.625%, Due 5/15/08 (Acquired 5/13/98 - 
  8/31/98; Cost $11,092,625) (b)                11,350,000          11,037,875
Goss Graphic System, Inc. Senior Subordinated
  Notes, 12.00%, Due 10/15/06                    9,750,000           8,677,500
Graham Packaging Holdings Company/GPC
  Capital Corporation II Senior Discount Notes,
  Zero %, Due 1/15/09 (Rate Reset
  Effective 1/15/03)                             8,150,000           5,012,250
Grove Holdings LLC Debentures, Zero %,
  Due 5/01/09 (Rate Reset Effective 5/01/03)
  (Acquired 4/22/98 - 4/30/98; Cost
  $5,511,160) (b)                                9,500,000           3,562,500
Hudson Respiratory Care, Inc. Senior 
  Subordinated Notes, 9.125%, Due 4/15/08        6,000,000           4,230,000
ICG Holdings, Inc. Senior Discount Notes, Zero %,
  Due 9/15/05 (Rate Reset Effective 9/15/00)     4,000,000           3,020,000
IXC Communications, Inc. Senior Subordinated
  Notes, 9.00%, Due 4/15/08                      5,300,000           5,247,000
Imperial Capital Trust I Guaranteed Capital
  Securities, 9.98%, Due 12/31/26                6,000,000           6,691,020
Insight Health Services Corporation Senior
  Subordinated Notes, 9.625%, Due 6/15/08
  (Acquired 6/09/98; Cost $2,000,000) (b)        2,000,000           1,830,000
Interep National Radio Sales, Inc. Senior
  Subordinated Notes, 10.00%, Due 7/01/08
  (Acquired 6/29/98; Cost $4,000,000) (b)        4,000,000           3,880,000
Interlake Corporation Senior Subordinated
  Debentures, 12.125%, Due 3/01/02               1,750,000           1,645,000
Intermedia Communications, Inc. Senior Notes,
  8.60%, Due 6/01/08                             3,500,000           3,333,750
Intermedia Communications, Inc. Senior Notes,
  Series B, 8.50%, Due 1/15/08                   2,000,000           1,900,000
Jackson Products, Inc. Senior Subordinated
  Notes, Series B, 9.50%, Due 4/15/05            8,300,000           7,926,500
Jordan Telecommunication Products, Inc. Senior
  Notes, Series B, 9.875%, Due 8/01/07           3,300,000           3,052,500
Jordan Telecommunication Products, Inc. Senior
  Subordinated Discount Notes, Zero %, Due
  8/01/07 (Rate Reset Effective 8/01/00)        10,115,000           7,333,375
La Petite Academy, Inc./LPA Holding Corporation
  Senior Notes, Series B, 10.00%, Due 5/15/08    6,300,000           6,063,750
MJD Communications, Inc. Senior Subordinated
  Notes, 9.50%, Due 5/01/08 (Acquired 4/30/98;
  Cost $3,000,000) (b)                           3,000,000           2,925,000
Market Hub Partners Storage LP/Market Hub
  Partners Finance, Inc. Senior Notes, 8.25%,
  Due 3/01/08                                    4,300,000           4,224,750
Metronet Communications Corporation Senior
  Discount Notes, Zero %, Due 6/15/08 (Rate 
  Reset Effective 6/15/03)                      13,375,000           7,389,688
Motors and Gears, Inc. Senior Notes, Series C,
  10.75%, Due 11/15/06                           6,500,000           6,337,500
NTL, Inc. Senior Notes, 11.50%, Due 10/01/08
  (Acquired 10/26/98; Cost $3,500,000) (b)       3,500,000           3,622,500
NTL, Inc. Senior Notes, Series B, 10.00%, Due
  2/15/07                                        9,000,000           8,685,000
Nextlink Communications, Inc. Senior Discount
  Notes, Zero %, Due 4/15/08 (Rate Reset 
  Effective 4/15/03)                             5,000,000           2,650,000
Nextlink Communications, Inc. Senior Notes,
  9.00%, Due 3/15/08                               350,000             320,250
Optel, Inc. Senior Notes, Series B, 13.00%, Due
  2/15/05                                        9,675,000           9,433,125
Orbital Imaging Corporation Senior Notes,
  11.625%, Due 3/01/05                           6,500,000           5,752,500
Pacific Aerospace & Electronics, Inc. Senior
  Subordinated Notes, 11.25%, Due 8/01/05
  (Acquired 7/23/98; Cost $3,000,000) (b)        3,000,000           2,385,000
Packaged Ice, Inc. Senior Notes, Series B, 9.75%,
  Due 2/01/05                                    5,040,000           4,611,600
Pagemart Nationwide, Inc. Senior Discount Notes,
  Zero %, Due 2/01/05 (Rate Reset
  Effective 2/01/00)                             6,500,000           5,622,500
Prime Succession Acquisition Corporation Senior
  Subordinated Notes, 10.75%, Due 8/15/04        4,500,000           4,072,500
Qwest Communications International, Inc. Senior
  Notes, 7.50%, Due 11/01/08 (Acquired 10/27/98;
  Cost $4,966,200) (b) (e)                       5,000,000           5,062,500
R.H. Donnelley, Inc. Senior Subordinated Notes,
  9.125%, Due 6/01/08 (Acquired 6/02/98 - 
  6/05/98; Cost $7,051,875) (b)                  7,000,000           6,912,500
Rogers Cablesystems, Ltd. Senior Secured Second
  Priority Notes, Series B, 10.00%, Due 3/15/05  8,000,000           8,680,000
SF Holdings Group, Inc. Senior Secured Discount
  Notes, Zero %, Due 3/15/08 (Rate Reset 
  Effective 3/15/03)                             5,000,000           1,825,000
Sabreliner Corporation Senior Notes, 11.00%,
  Due 6/15/08 (Acquired 6/19/98; Cost
  $10,000,000) (b)                              10,000,000           8,375,000
BF Saul Real Estate Investment Trust Senior
  Secured Notes, 9.75%, Due 4/01/08              7,000,000           5,635,000
Station Casinos, Inc. Senior Subordinated Notes,
  9.75%, Due 4/15/07                             3,750,000           3,618,750
Steel Heddle Manufacturing Company Senior
  Subordinated Notes, 10.625%, Due 6/01/08
  (Acquired 5/21/98; Cost $5,000,000) (b)        5,000,000           4,025,000
Superior National Capital Trust I Notes, 10.75%,
  Due 12/01/17                                   5,405,000           5,053,675
Telecommunications Techniques Company LLC
  Senior Subordinated Notes, 9.75%, Due 5/15/08
  (Acquired 5/14/98; Cost $6,000,000) (b)        6,000,000           5,190,000
Telemundo Holdings, Inc. Senior Discount Notes,
  Zero %, Due 8/15/08 (Rate Reset Effective 
  8/15/03)(Acquired 8/07/98; Cost $5,712,000)(b)10,000,000           4,950,000
Time Warner Telecom LLC Senior Notes, 9.75%,
  Due 7/15/08                                    5,000,000           5,062,500
Town Sports International, Inc. Senior Notes,
  Series B, 9.75%, Due 10/15/04                  7,100,000           6,567,500
Transwestern Publishing Company LP/TWP
  Capital Corporation Senior Subordinated Notes,
  9.625%, Due 11/15/07                           8,650,000           8,455,375
Tri-State Outdoor Media Group, Inc. Senior Notes,
  11.00%, Due 5/15/08 (Acquired 5/14/98; Cost
  $6,351,750) (b)                                6,300,000           6,016,500

18
<PAGE>

- --------------------------------------------------------------------------------
===============================================================================
                    STRONG HIGH-YIELD BOND FUND (continued)
===============================================================================
                                                 Shares or
                                                 Principal           Value
                                                  Amount           (Note 2)
- -------------------------------------------------------------------------------
United Rentals, Inc. Senior Subordinated Notes:
  8.80%, Due 8/15/08 (Acquired 8/07/98; Cost
  $3,900,000) (b)                              $ 4,000,000        $  3,820,000
  9.50%, Due 6/01/08 (Acquired 5/19/98; Cost
  $4,910,400) (b)                                4,950,000           4,826,250
Universal Compression, Inc. Senior Discount
  Notes, Zero %, Due 2/15/08 (Rate Reset Effective
  2/15/03)                                       6,000,000           3,420,000
Verio, Inc. Senior Notes, 13.50%, Due 6/15/04    6,500,000           7,085,000
Versatel Telecom BV Senior Yankee Notes, 13.25%,
  Due 5/15/08 (Acquired 5/20/98; Cost
  3,960,000) (b)                                 4,000,000           3,740,000
Winstar Communications, Inc. Senior Discount
  Notes, Zero %, Due 10/15/05 (Rate Reset Effective
  10/15/00)                                      6,880,000           4,850,400
- -------------------------------------------------------------------------------
Total Corporate Bonds (Cost $421,751,544)                          390,600,220
- -------------------------------------------------------------------------------

CONVERTIBLE BONDS 0.6%
Key Energy Group, Inc. Subordinated Notes, 5.00%,
  Due 9/15/04                                    4,500,000           2,745,000
- -------------------------------------------------------------------------------
Total Convertible Bonds (Cost $3,673,320)                            2,745,000
- -------------------------------------------------------------------------------

NON-AGENCY MORTGAGE & ASSET-BACKED SECURITIES 2.3%
Aircraft Lease Portfolio Securitization Pass-Thru
  Trust Certificates, Series 1996-1, Class D, 
  12.75%, Due 6/15/06                            4,750,441           4,512,919
Blaylock Mortgage Capital Corporation 
  Subordinated Bonds, Series 1997-A, Class B3, 
  6.425%, Due 10/15/03 (Acquired 3/11/98; Cost
  $3,158,335) (b)                                3,351,574           2,995,469
CS First Boston Mortgage Securities Corporation
  Mortgage Pass-Thru Certificates, Series 1992-4,
  Class A-5, Interest Only, 0.625%,
  Due 10/25/22                                  15,855,225             163,468
Salomon Brothers Mortgage Securities VII, Inc.
  Mortgage Pass-Thru Certificates, Series 1997-A,
  Class B-3, 7.3887%, Due 10/01/25 (Acquired
  7/09/97; Cost $2,926,823) (b)                  3,277,994           3,069,022
- -------------------------------------------------------------------------------
Total Non-Agency Mortgage & Asset-Backed
  Securities (Cost $11,026,247)                                     10,740,878
- -------------------------------------------------------------------------------

FOREIGN BONDS 1.0%
Shaw Communications, Inc. Debentures, 8.54%,
  Due 9/30/27                                    8,000,000           4,649,776
- -------------------------------------------------------------------------------
Total Foreign Bonds (Cost $5,226,580)                                4,649,776
- -------------------------------------------------------------------------------

PREFERRED STOCKS 7.2%
Capstar Radio Broadcasting Partners, Inc. 12.00%
  Senior Exchangeable                               63,600           7,329,900
e.spire Communications, Inc. 14.75%                  3,225           3,063,389
IXC Communications, Inc. 12.50% Junior               3,288           3,263,340
Intermedia Communications, Inc. 13.50% Series B
  Exchangeable                                       3,817           4,256,253
Jordan Telecommunication Products, Inc. 13.25%
  Series B Senior Exchangeable                       2,000           2,400,000
NTL, Inc. 13.00% Series B                            6,373           5,942,715
Nextlink Communications, Inc. 14.00% Senior
  Exchangeable                                         838              39,393
SFX Broadcasting, Inc. 12.625% Series E             51,566           6,123,463
21st Century Telecom Group, Inc. 13.75% Senior
  Exchangeable                                       1,072             761,337
- -------------------------------------------------------------------------------
Total Preferred Stocks (Cost $36,846,580)                           33,179,790
- -------------------------------------------------------------------------------

COMMON STOCKS 0.2%
Optel, Inc. Non-Voting (Acquired 2/07/97 - 5/07/98;
  Cost $596,280) (b)                                17,175             687,000
SF Holdings Group, Inc. Class C (Acquired
  3/05/98; Cost $20,000) (b)                        10,000              20,000
- -------------------------------------------------------------------------------
Total Common Stocks (Cost $616,280)                                    707,000
- -------------------------------------------------------------------------------

WARRANTS 0.4%
American Telecasting, Inc. Warrants, Expire 8/10/00    150                   0
e.spire Communications, Inc. Warrants, Expire
  11/01/05 (Acquired 2/14/96 -
  3/22/96; Cost $91,875) (b)                         1,500              45,000
MetroNet Communications Corporation Warrants,
  Expire 8/15/07                                     3,000              90,000
NTL, Inc. Warrants, Expire 10/14/08 (Acquired
  10/28/98; Cost $50,000) (b)                        3,800              50,000
Orbital Imaging Corporation Warrants, Expire 3/01/05
  (Acquired 2/20/98 - 5/04/98; Cost $1) (b)          6,500             260,000
Powertel, Inc. Warrants, Expire 2/01/06              3,264              15,096
21st Century Telecom Group, Inc. Warrants,
  Expire 2/15/10 (Acquired 2/02/98; Cost
  $55,000) (b)                                       1,000              30,000
Verio, Inc. Warrants, Expire 6/15/04                52,000           1,404,000
Versatel Telecom BV Warrants, Expire 5/15/08
  (Acquired 5/20/98; Cost $40,000) (b)               4,000              60,000
- -------------------------------------------------------------------------------
Total Warrants (Cost $2,320,656)                                     1,954,096
- -------------------------------------------------------------------------------

SHORT-TERM INVESTMENTS (a) 4.9%
Commercial Paper 0.0%
Interest Bearing, Due Upon Demand
American Family Financial Services, Inc., 4.75% $      100                 100
General Mills, Inc., 4.83%                          94,900              94,900
Pitney Bowes Credit Corporation, 4.83%              17,800              17,800
                                                                       -------
                                                                       112,800
Repurchase Agreements 4.8%
ABN-AMRO Chicago Corporation (Dated 10/30/98),
  5.40%, Due 11/02/98 (Repurchase proceeds
  $21,909,855); Collateralized by: $15,000,000 
  FHLMC Notes, 5.125%, Due 10/15/08; $7,335,000 
  Federal Home Loan Bank Bonds, 5.16%, Due 
  4/22/02 (Market Value $22,340,460) (d)        21,900,000          21,900,000

United States Government Issues 0.1%
United States Treasury Bills, Due 11/12/98 thru
  1/28/99 (c)                                      645,000             642,243
- -------------------------------------------------------------------------------
Total Short-Term Investments (Cost $22,654,685)                     22,655,043
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Total Investments in Securities (Cost $504,115,892) 101.0%         467,231,803
Other Assets and Liabilities, Net (1.0%)                            (4,732,143)
- --------------------------------------------------------------------------------
NET ASSETS 100.0%                                                 $462,499,660
===============================================================================


FUTURES
- -------------------------------------------------------------------------------
                                                   Underlying
                                 Expiration        Face Amount      Unrealized
                                    Date            at Value       Appreciation
- --------------------------------------------------------------------------------
Purchased:
 200 Ten-Year U.S. Treasury Notes  12/98          $24,075,000        $703,969
 170 U.S. Treasury Bonds           12/98           21,914,063         563,803


FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS
- -------------------------------------------------------------------------------
                             Settlement          Value        Unrealized
                                Date            in USD       Appreciation
- --------------------------------------------------------------------------------
Sold:
 7,560,000 CAD                12/17/98        $4,901,325       $121,430

                                                                              19
<PAGE>

SCHEDULES OF INVESTMENTS IN SECURITIES (continued)             October 31, 1998
- --------------------------------------------------------------------------------
=============================================================================== 
                    STRONG HIGH-YIELD BOND FUND (continued)                     
=============================================================================== 

- --------------------------------------------------------------------------------
SWAPS
- -------------------------------------------------------------------------------
Open index rate swap contracts at October 31, 1998 consisted of the following:
- -------------------------------------------------------------------------------
  Notional     Termination    Interest          Index              Unrealized
   Amount         Date         Sold             Bought            Depreciation
- --------------------------------------------------------------------------------
$15,000,000      1/01/99    1 mo. LIBOR    Lehman Brothers Baa     ($321,262)



===============================================================================
                           STRONG SHORT-TERM BOND FUND
===============================================================================
                                                Shares or
                                                Principal             Value
                                                 Amount              (Note 2)
- -------------------------------------------------------------------------------
CORPORATE BONDS 55.5%
ARA Services, Inc. Guaranteed Notes, 10.625%,
  Due 8/01/00                                  $10,600,000         $11,432,036
Amerco Asset Backed Bonds, 6.89%, Due 10/15/00
  (Acquired 10/17/97; Cost $10,000,000) (b)     10,000,000           9,759,200
Atlas Air, Inc. Pass-Thru Certificates, Series
  1998-1, Class C, 8.01%, Due 1/02/10           20,000,000          20,506,160
Beaver Valley Funding Corporation Debentures,
  8.625%, Due 6/01/07                            9,860,000          10,698,100
Blackstone Hotel Acquisitions Company Debt
  Unit (Medium Term Structured Enhanced Return
  Trusts 1998), Series R-38, 6.2225%, Due 6/30/03
  (Acquired 7/30/98; Cost $14,000,000) (b)      14,000,000          13,930,000
CMS Energy Corporation Notes, 8.125%, Due
  5/15/02                                        7,500,000           7,740,795
CSC Holdings, Inc. Senior Notes, 7.875%, Due
  12/15/07                                       7,500,000           7,640,625
Call-Net Enterprises, Inc. Senior Discount Notes,
  Zero %, Due 12/01/04 (Rate Reset Effective
  12/01/99)                                      9,000,000           8,415,000
Coca-Cola Femsa SA de CV Senior Notes, 9.40%,
  Due 8/15/04 (Acquired 12/03/97; Cost
  $5,217,100) (b)                                5,000,000           4,513,270
ContiFinancial Corporation Senior Notes:
  7.50%, Due 3/15/02                             1,000,000             664,123
  8.375%, Due 8/15/03                            9,810,000           6,426,698
Continental Airlines, Inc. Senior Notes, 9.50%,
  Due 12/15/01                                  14,750,000          15,413,750
Continental Airlines Pass-Thru Trusts Pass-
  Thru Certificates:
  Series 1997-2D, 7.522%, Due 6/30/01           10,306,974          10,569,544
  Series 1998-2, Class 2A, 6.41%, Due 4/15/07    2,500,000           2,675,088
Custom Repackaged Asset Vehicle Trusts -
  CRAVE Trust Certificates, Series 1997-800,
  6.86%, Due 8/12/00 (Acquired 8/14/97;
  Cost $4,999,200) (b)                           5,000,000           5,024,850
Custom Repackaged Asset Vehicle Trusts -
  Walt Disney Credit-Linked Trust Certificates,
  Series 1996-403, 7.20%, Due 1/10/07
  (Acquired 12/18/96; Cost $4,078,886) (b)       4,081,580           4,318,854
Custom Repackaged Asset Vehicle Trusts -
  Wal-Mart Credit-Linked Trust Certificates,
  Series 1996-401, 7.35%, Due 7/17/06
  (Acquired 10/16/96; Cost $4,280,673) (b)       4,293,898           4,560,828
Delta Air Lines, Inc. Pass-Thru Certificates:
  9.375%, Due 9/11/07                           18,428,018          21,161,354
  9.875%, Due 4/30/08                           16,830,317          19,753,490
Walt Disney Company Euro-Dollar Senior
  Participating Notes, 2.00%, Due 3/01/00
  (Acquired 9/19/96; Cost $12,500,000) (b)      10,000,000          10,100,000
Duke Realty LP Notes, 7.05%, Due 3/01/16
  (Putable at 100 and Rate Reset Effective
  3/01/06)                                       3,000,000           2,994,507
EOP Operating LP Mandatory Par Put
  Remarketed Securities, 6.376%,
  Due 2/15/02                                   10,000,000         $ 9,855,760
EOP Operating LP Senior Notes, 6.375%,
  Due 2/15/03                                    1,000,000             979,236
El Paso Electric Company First Mortgage Notes,
  Series E, 9.40%, Due 5/01/11                  10,718,000          12,218,520
Empress Entertainment Inc. Senior Subordinated
  Notes, 8.125%, Due 7/01/06 (Acquired 9/02/98;
  Cost $9,912,500) (b)                          10,000,000           9,925,000
GS Escrow Corporation Floating Rate Senior
  Notes, 6.75%, Due 8/01/03 (Acquired 8/04/98;
  Cost $4,967,500) (b)                           5,000,000           4,818,945
GS Escrow Corporation Senior Notes:
  6.75%, Due 8/01/01 (Acquired 7/30/98;
  Cost $34,417,890) (b)                         34,500,000          33,789,921
  7.00%, Due 8/01/03 (Acquired 7/30/98;
  Cost $9,975,300) (b)                          10,000,000           9,800,000
Grupo Industrial Durango SA de CV Yankee
  Notes, 12.625%, Due 8/01/03                    5,000,000           3,775,000
Grupo Industrial Durango Yankee Notes,
  12.00%, Due 7/15/01                            4,000,000           3,130,000
Gulf Canada Resources, Ltd. Senior Yankee
  Notes, 8.35%, Due 8/01/06                     12,530,000          12,834,892
HRPT Properties Trust Senior Notes, 6.75%,
  Due 12/18/02                                   5,000,000           4,873,740
Homeside, Inc. Senior Secured Second Priority
  Notes, 11.25%, Due 5/15/03                    27,468,000          32,274,900
Homeside Lending, Inc. Senior Notes, 6.20%,
  Due 5/15/03                                    8,740,000           8,904,635
Huntington Capital I Variable Rate Capital
  Income Securities, 5.9197%, Due 2/01/27       16,500,000          15,711,894
Imperial Capital Trust I Guaranteed Capital
  Securities, 9.98%, Due 12/31/26                5,000,000           5,575,850
Fred Meyer, Inc. Senior Notes, 7.15%,
  Due 3/01/03                                   10,000,000          10,006,690
Mohegan Tribal Gaming Authority Connecticut
  Senior Secured Notes, Series B, 13.50%,
  Due 11/15/02                                  17,910,000          22,297,950
NWA Trust Structured Enhanced Return
  Trusts 1998, 8.3977%, Due 4/15/11             15,000,000          14,550,000
Niagara Mohawk Power Corporation
  Senior Notes, Series C, 7.125%, Due 7/01/01   51,000,000          51,934,371
 13,000,000           13,488,22
North Fork Bancorp Capital Trust Pass-Thru
 Securities, 8.70%, Due 12/15/26                13,000,000          13,488,288
PDVSA Finance, Ltd. Yankee Bonds, Series 1998,
  Class 1A, 6.45%, Due 2/15/04 (Acquired 5/05/98;
  Cost $2,996,814) (b)                           3,000,000           2,740,131
Panamerican Beverages, Inc. Senior Notes, 8.125%,
  Due 4/01/03                                    8,300,000           8,603,714
Qwest Communications International, Inc. Senior
  Notes, 7.50%, Due 11/01/08 (Acquired 10/27/98;
  Cost $9,932,400) (b) (e)                      10,000,000          10,125,000
Riggs Capital Trust Preferred Securities, 
  Series A, 8.625%, Due 12/31/26 (Acquired 
  12/20/96 - 1/15/97; Cost $11,565,210) (b)     11,500,000          11,700,330
Rogers Cablesystems, Ltd. Senior Secured Second
  Priority Notes, 9.625%, Due 8/01/02            3,230,000           3,464,175
Simon Debartolo Group LP Notes, 6.625%,
  Due 6/15/03 (Acquired 7/23/98;Cost
  $10,001,400)(b)                               10,000,000           9,790,620
Skandinaviska Enskilda Banken Variable Rate
  Subordinated Yankee Notes, 6.50%, Due 12/29/49
  (Rate Reset Effective 6/04/03) (Acquired 
  6/29/98 - 8/19/98; Cost $12,434,625) (b)      12,500,000          12,190,913

20
<PAGE>
- ------------------------------------------------------------------------------
==============================================================================
                    STRONG SHORT-TERM BOND FUND (continued)
==============================================================================
                                                Shares or
                                                Principal             Value
                                                  Amount            (Note 2)
- ------------------------------------------------------------------------------
Spintab AB Floating Rate Subordinated Notes,
  6.225%, Due 12/29/49 (Acquired 11/21/97; Cost
  $30,000,000) (b)                             $30,000,000        $ 29,858,550
Sprint Spectrum LP/Sprint Spectrum Finance
  Corporation Senior Notes, 11.00%, Due 8/15/06 14,648,000          16,625,480
Star Capital Trust I Floating Rate Securities,
  6.265%, Due 6/15/27                           10,000,000           9,525,000
Suntrust Capital Trust I Floating Rate Preferred
  Securities, 6.3575%, Due 5/15/27              10,000,000           9,629,130
Superior Financial Corporation Senior Notes,
  8.65%, Due 4/01/03 (Acquired 3/27/98;
  Cost $1,250,000) (b)                           1,250,000           1,275,000
Swedbank Floating Rate Debt Unit (Medium
  Term Structured Enhanced Return Trusts 1996,
  Series R-35), 6.5375%, Due 11/10/02 (Acquired
  10/16/96; Cost $10,000,000) (b)               10,000,000           9,675,000
TCI Communications, Inc. Senior Notes, 6.375%,
  Due 5/01/03                                    7,800,000           8,076,065
TKR Cable I, Inc. Senior Debentures, 10.50%,
  Due 10/30/07                                  31,515,000          34,589,824
Tele-Communications, Inc. Senior Notes, 8.25%,
  Due 1/15/03                                    6,837,000           7,518,751
Texas Utilities Company Senior Notes, Series D,
  6.37%, Due 8/16/03                            14,000,000          14,345,170
Time Warner Pass-Thru Asset Trust
  Securities, Series 1997-1, 6.10%, Due 12/30/01
  (Acquired 1/08/97; Cost $15,264,000) (b)      16,000,000          16,194,720
Tricon Global Restaurants, Inc. Senior Notes,
  7.45%, Due 5/15/05                             7,500,000           7,650,188
Union Planters Capital Trust Securities, 8.20%,
  Due 12/15/26                                   3,000,000           3,046,029
United Air Lines, Inc. Debentures, 10.25%, Due
  7/15/21                                        4,850,000           6,296,673
United States Filter Corporation Remarketable or
  Redeemable Securities, 6.50%, Due 5/15/13
  (Remarketing Date 5/15/03) (Acquired 5/14/98;
  Cost $10,950,280) (b)                         11,000,000          10,986,910
United States Filter Corporation Variable Rate
  Remarketable or Redeemable Securities, 6.375%,
  Due 5/15/11 (Remarketing Date 5/15/01)
  (Acquired 8/18/98; Cost $4,694,367) (b)        4,705,000           4,703,240
Valero Pass-Thru Asset Trust 1997-1
  Securities, 6.75%, Due 12/15/02 (Acquired
  12/05/97; Cost $9,985,600) (b)                10,000,000          10,416,560
- -------------------------------------------------------------------------------
Total Corporate Bonds (Cost $739,281,871 )                         738,070,977
- -------------------------------------------------------------------------------

NON-AGENCY MORTGAGE & ASSET-BACKED SECURITIES 17.9% 
BCF LLC Mortgage Pass-Thru Certificates, Series
  1997-R2, Class 3-A1, 7.00%, Due 12/25/35
  (Acquired 6/17/97; Cost $5,582,178) (b)        5,578,425           5,634,209
CS First Boston Mortgage Securities Corporation
  Mortgage-Backed Certificates, Series 1997-
  WFC1, Class A-1, 7.25%, Due 8/25/27            2,971,073           2,896,796
Chase Mortgage Finance Corporation Mortgage
  Pass-Thru Certificates, Series 1990-G, Class 
  A-Z1, 9.50%, Due 12/25/21                      1,545,145           1,593,910
Chase Mortgage Finance Corporation Variable Rate
  Multiclass Mortgage Pass-Thru  Certificates,
  Series 1992-2, Class B2, 7.95%, Due 8/28/23
  (Acquired 9/27/96 - 9/03/97; Cost
  $3,781,919) (b)                                3,765,190           3,755,174
Citicorp Mortgage Securities, Inc. Real Estate
  Mortgage Investment Conduit Pass-Thru
  Certificates, Series 1993-3, Class B1, 7.00%,
  Due 3/25/08 (Acquired 10/23/96; Cost
  $2,024,706) (b)                                2,055,051           2,012,675
Citicorp Mortgage Securities, Inc. Real Estate
  Mortgage Investment Conduit Variable Rate
  Pass-Thru Certificates, Series 1988-8, Class 
  A-1, 8.4781%, Due 6/25/18                      4,240,804           4,399,263
Cityscape Home Loan Owners' Trust Asset
  Backed Notes, Series 1997-1, Class A-3, 6.63%,
  Due 3/25/18                                    5,350,000           5,383,839
Collateralized Mortgage Obligation Trust 47,
  Class E, Principal Only, Due 9/01/18             995,553             694,995
Collateralized Mortgage Obligation Trust 61,
  Class Z, 9.10%, Due 1/01/20                    2,199,544           2,251,216
Collateralized Mortgage Obligation Trust Inverse
  Floating Rate Collateralized Mortgage Obligation,
  Series 13, Class Q, 15.2759%, Due 1/20/03        811,670             859,506
ContiMortgage Home Equity Loan Trust Interest
  Only Senior Strip Certificates, Series 1996-2,
  Class A, 1.0742%, Due 7/15/27 (Acquired
  6/14/96; Cost $2,808,655) (b)                 97,370,755           1,898,730
ContiSecurities Residual Corporation
  ContiMortgage Net Interest Margin Notes,
  Series 1997-A, 7.23%, Due 7/16/28
  (Acquired 9/18/97; Cost $2,244,125) (b)        2,244,125           2,242,374
DLJ Mortgage Acceptance Corporation Variable Rate
  Multifamily Mortgage Pass-Thru Certificates,
  Series 1993-MF10, Class A-1, Interest Only,
  0.80%, Due 7/15/03                            22,492,013             263,381
Drexel Burnham Lambert Collateralized Mortgage
  Obligation Trust, Series T, Class T-4, 8.45%,
  Due 9/20/19                                    6,600,000           6,828,763
GMBS, Inc. Countrywide Funding Certificates,
  Series 1990-1, Class Z, 9.25%, Due 1/28/20     3,158,186           3,257,858
GS Mortgage Securities Corporation Variable Rate
  Mortgage Participation Securities, Series 
  1998-1, Class A, 8.00%, Due 6/18/28 (Acquired 
  5/19/98; Cost $9,909,483) (b)                  9,457,306           9,882,885
Green Tree Recreational Equipment and Consumer
  Trust Asset-Backed Notes, Series 1998-C,
  Class A-5, 6.28%, Due 2/15/14                 15,000,000          15,213,300
Greenwich Capital Acceptance, Inc. Mortgage
  Securities, Series 1993-P01, Class E, Principal
  Only, Due 11/26/17                             6,769,937           5,146,236
Greenwich Capital Acceptance, Inc. Variable Rate
  Mortgage Pass-Thru Certificates, Series 1991-1,
  Class A, 7.1082%, Due 2/25/21 (Acquired 4/18/96;
  Cost $8,970,642) (b)                           8,794,747           8,882,695
Greenwich Capital Markets, Inc. Commercial
  Mortgage Loan Facility Variable Rate Funding
  Certificates, Series 1998 SFT-1, Class B, 
  9.625%, Due 3/31/01 (Acquired 9/29/98; Cost
  $12,223,650) (b)                              12,223,650          12,223,650
Kmart CMBS Financing, Inc. Floating Rate
  Commercial Mortgage Pass-Thru Certificates,
  Series 1997-1, Class D, 6.3195%, Due 3/01/07
  (Acquired 3/10/97; Cost $4,516,875) (b)        4,500,000           4,359,375
Merrill Lynch Home Equity Acceptance, Inc.
  Subordinated Variable Rate Mortgage-Backed
  Certificates, Series 1994-A, Class A-1, 
  6.6875%, Due 8/17/23                           8,421,571           8,350,493
Merrill Lynch Mortgage Investors, Inc. Mortgage
  Pass-Thru Certificates, Series 1994-C1, 
  Interest Only, 0.5826%, Due 11/25/20          37,281,990             547,672
Merrill Lynch Mortgage Investors, Inc. Senior
  Subordinated Pass-Thru Certificates, Series
  1994-A, Class A-5, 7.0317%, Due 2/15/24       14,525,078          14,749,819
The Money Store, Inc. Securitized Net Interest
  Margin Trust 1997-1 Notes, 7.36%, Due 6/20/25
  Acquired 12/23/97; Cost $2,605,122) (b)        2,605,122           2,605,122

                                                                              21
<PAGE>

SCHEDULES OF INVESTMENTS IN SECURITIES (continued)             October 31, 1998
- -------------------------------------------------------------------------------
===============================================================================
                    STRONG SHORT-TERM BOND FUND (continued)
===============================================================================
                                                 Shares or
                                                 Principal            Value
                                                  Amount            (Note 2)
- -------------------------------------------------------------------------------
Morgan Stanley Capital I, Inc. Variable Rate
  Commercial Mortgage Pass-Thru Certificates,
  Series 1997-RR, Class A, 6.8466%, Due 4/28/04
  (Acquired 11/21/97; Cost $4,675,580) (b)     $ 4,676,932        $  4,657,943
NPF XI, Inc. Health Care Receivables Program 
  97-1 Notes, Class A, 6.815%, Due 7/01/01
  (Acquired 6/19/97; Cost $4,999,944) (b)        5,000,000           5,092,200
Oregon Commercial Mortgage, Inc. Variable Rate
  Commercial Mortgage Pass-Thru Certificates, 
  Series 1995-1, Class E, 9.9487%, Due 6/25/26 
  (Acquired 5/13/98; Cost $7,997,923) (b)        7,688,000           7,707,220
Prudential Home Mortgage Securities
  Company Mortgage Pass-Thru Certificates,
  Series 1992-26, Class A-18, 7.50%, Due 8/25/07 1,998,754           1,993,758
Prudential Home Thirty-Year Mortgage Trust
  Subordinated Mortgage Securities, Series 1992-A,
  Class B2-2, 7.90%, Due 4/28/22 (Acquired
  10/03/96 - 3/18/98; Cost $9,621,956) (b)       9,606,000           9,612,004
RTC Mortgage Pass-Thru Securities, Inc.
  Commercial Pass-Thru Certificates:
  Series 1994-C2, Class E, 8.00%, Due 4/25/25   11,525,627          12,067,620
  Series 1995-C2, Class D, 7.00%, Due 5/25/27    2,548,685           2,622,406
RTC Variable Rate Mortgage Pass-Thru
  Securities, Inc.:
  Series 1991-11, Class 1-L, 8.625%, Due
  10/25/21                                      10,082,942          10,055,769
  Series 1992-1, Class A-2, 7.88%, Due 8/25/20   2,210,541           2,203,943
Residential Funding Mortgage Securities I, Inc.
  Mortgage Pass-Thru Certificates, Series
  1993-M23, Class A-1, 6.97%, Due 8/28/23        1,810,655           1,821,365
Rural Housing Trust 1987-1 Senior Mortgage
  Pass-Thru Certificates, Series 1, Class D, 
  6.33%, Due 4/01/26                               397,043             405,687
Rural Housing Trust 1987-1 Senior Mortgage
  Pass-Thru Subordinated Certificates, Class 3B,
  7.33%, Due 4/01/26                            10,322,937          10,563,680
Ryland Mortgage Securities Corporation Variable
  Rate Mortgage Participation Securites:
  Series 1991-1, 7.1835%, Due 3/25/20            2,087,967           2,164,971
  Series 1992-3, Class A-2, 7.2812%, Due 6/25/20 5,749,720           5,742,533
Ryland Mortgage Securities Corporation III 
  Variable Rate Collateralized Mortgage Bonds, 
  Series 1992-C, Class 3-A, 11.7047%, Due 
  11/25/30                                       1,180,198           1,236,624
Ryland Mortgage Securities Corporation IV Variable
  Rate Collateralized Mortgage Bonds, Series 2,
  Class 3-A, 11.9079%, Due 6/25/23               1,738,733           1,821,861
SWP Mortgage Securities Trust Mortgage
  Pass-Thru Certificates, Series 1993-1, Class A,
  6.54%, Due 12/15/02 (Acquired 1/23/98;
  Cost $3,471,317) (b)                           3,449,756           3,548,936
Salomon Brothers Mortgage Securities VI, Inc.
  Stripped Coupon Mortgage Pass-Thru
  Certificates, Series 1987-3, Class A, Principal
  Only, Due 10/23/17                             1,398,230           1,204,558
Sequoia Mortgage Trust Adjustable Rate
  Asset-Backed Certificates, Series 3, Class M-1,
  6.85%, Due 6/25/28                            11,127,300          11,349,846
Shearson Lehman Pass-Thru Securities, Inc. Asset
  Trust Variable Rate Pass-Thru Certificates,
  Series 88-3, 7.3839%, Due 9/15/18              5,182,728           5,195,685
Structured Mortgage Trust Commercial Mortgage-
  Backed Securities, 7.5484%, Due 1/30/06
  (Acquired 5/12/98; Cost $10,592,586) (b)      10,712,139          10,199,992
Structured Mortgage Asset Residential Trust
  Multiclass Pass-Thru Certificates, Series 
  1992-5, Class BO, Principal Only, Due 6/25/23    774,720             648,517
- --------------------------------------------------------------------------------
Total Non-Agency Mortgage & Asset-Backed
  Securities (Cost $237,150,313)                                   237,851,054
- --------------------------------------------------------------------------------

FOREIGN BONDS 0.8%
Shaw Communications, Inc. Debentures, 8.54%,
 Due 9/30/27                                    18,091,000          10,514,888
- --------------------------------------------------------------------------------
Total Foreign Bonds (Cost $11,803,448)                              10,514,888
- --------------------------------------------------------------------------------

UNITED STATES GOVERNMENT & AGENCY ISSUES 17.8% 
FHLMC Participation Certificates:
 6.50%, Due 5/01/04                              1,043,534           1,051,360
 8.50%, Due 4/01/01 thru 1/01/05                   690,178             712,037
 8.75%, Due 10/01/01                               487,679             492,328
 9.00%, Due 5/01/06 thru 08/01/18               11,344,223          12,045,658
 9.50%, Due 3/01/11                                356,483             379,565
 9.75%, Due 8/01/02                              1,478,131           1,509,465
 10.25%, Due 7/01/09 thru 1/01/10                  508,818             533,036
 10.50%, Due 1/01/16 thru 7/01/19               11,983,473          13,081,270
 10.75%, Due 9/01/09  thru 10/01/17                553,456             585,362
 11.25%, Due 11/01/09                              413,825             441,761
FHLMC Variable Rate Participation Certificates,
 7.597%, Due 5/01/26                             8,206,624           8,514,372
FNMA Guaranteed Real Estate Mortgage Investment
 Conduit Pass-Thru Certificates:
 8.00%, Due 12/01/13 thru 9/01/23               13,435,527          13,931,713
 8.50%, Due 4/01/08 thru 2/01/23                24,085,491          25,210,293
 9.00%, Due 11/01/24                             2,612,547           2,771,946
 9.40%, Due 10/25/19                            14,017,380          14,917,300
 9.50%, Due 2/01/11 thru 3/01/15                 9,410,883          10,068,717
 10.00%, Due 7/01/04 thru 6/25/19               16,512,484          18,026,754
 11.00%, Due 10/15/20                           25,956,766          28,641,735
 12.00%, Due 3/01/17                             5,389,377           5,907,215
FNMA Guaranteed Real Estate Mortgage
 Investment Conduit Pass-Thru Certificates,
 Series 1992-41, Class J, Accretion Directed
 Interest Only, 1005.0493%, Due 12/25/02             1,417              16,717
FNMA Guaranteed Real Estate Mortgage
 Investment Conduit Variable Rate Pass-Thru
 Certificates, Series 1995-G2, Class IO, Interest
 Only, 3.1726%, Due 5/25/20                     10,148,509           1,317,940
FNMA Stripped Mortgage-Backed Securities:
 Series 107, Class 1, Principal Only, Due 
 10/25/06                                        2,141,205           1,967,232
 Series 1993-M1, Class N, Interest Only, 0.84%,
 Due 4/25/20                                     8,875,672              52,721
GNMA Guaranteed Pass-Thru Certificates:
 7.50%, Due 12/15/07                             6,022,575           6,250,117
 9.00%, Due 11/15/24                             2,180,530           2,331,944
 9.75%, Due 9/15/05 thru 11/15/05                1,438,802           1,539,766
 10.00%, Due 2/20/18                               521,045             567,985
 11.50%, Due 4/15/13                                40,757              45,767
 12.50%, Due 4/15/19                            23,909,559          27,227,010
Small Business Administration Guaranteed Loan,
 Group #0190, Variable Rate Interest Only
 Certificates, 3.114%, Due 7/30/18              17,888,799           1,923,046
USGI FHA Insured Project Pool #2047, 6.90%,
 Due 8/01/14                                       444,553             435,662
USGI FHA Insured Project Pool Banco 85, 7.4403%,
 Due 11/24/19                                    3,215,805           3,231,369
Unites States Treasury Notes:
 5.25%, Due 8/15/03                             24,105,000          25,159,618
 6.50%, Due 5/15/05                              5,700,000           6,343,034
- --------------------------------------------------------------------------------
Total United States Government & Agency Issues
 (Cost $236,118,794)                                               237,231,815
- --------------------------------------------------------------------------------



22

<PAGE>
- --------------------------------------------------------------------------------
================================================================================
                    STRONG SHORT-TERM BOND FUND (continued)
================================================================================
                                                  Shares or
                                                  Principal            Value
                                                   Amount            (Note 2)
- --------------------------------------------------------------------------------
PREFERRED STOCKS 5.5%
California Federal Preferred Capital Corporation
  9.125% Series A Exchangeable                     320,000           8,200,000
Indosuez Holdings SCA Sponsored ADR 10.375%
  Representing 1/10 Series A (Acquired 11/15/96 -
  5/21/98; Cost $16,309,146) (b)                   574,479          15,798,173
Norwest Corporation Series A Cumulative Tracking
  Preferred Stock/Residential Home Mortgage LLC
  (Acquired 12/16/94; Cost $23,000,000) (b)        115,000          23,806,610
Parmalat Capital Finance 8.1523% Series B          300,000           7,050,000
TCI Communciations Financing IV Trust 9.72%        300,000           8,175,000
Webster Capital Corporation 7.375% Series A         10,000          10,112,500
- --------------------------------------------------------------------------------
Total Preferred Stocks (Cost $73,061,379)                           73,142,283
- --------------------------------------------------------------------------------

OPTIONS 0.4%
Merrill Lynch Swaption (The option to receive a 
  fixed interest rate of 7.75%; exercisable at a 
  strike price of 100 beginning 4/09/04 and
  expiring 4/09/25.)                            39,583,333           5,094,375
- --------------------------------------------------------------------------------
Total Options (Cost $1,832,838)                                      5,094,375
- --------------------------------------------------------------------------------

SHORT-TERM INVESTMENTS (a) 1.6%
Commercial Paper 0.0%
Interest Bearing, Due Upon Demand
American Family Financial Services, Inc., 4.75% $      100                 100
General Mills, Inc., 4.83%                          96,100              96,100
Pitney Bowes Credit Corporation, 4.83%             431,900             431,900
                                                                       -------
                                                                       528,100
Corporate Bonds 1.3%
Amerco Asset-Backed Bonds, 6.65%, Due 10/15/99
  (Acquired 10/17/97; Cost $9,996,500) (b)      10,000,000           9,874,500
Bay View Capital Corporation Senior Debentures,
  8.42%, Due 6/01/99 (Acquired 5/13/96 - 5/28/96;
  Cost $7,000,000) (b)                               7,000           7,084,315
                                                                    ----------
                                                                    16,958,815
Repurchase Agreements 0.1%
ABN AMRO Chicago Corporation (Dated 10/30/98),
  5.40%, Due 11/02/98 (Repurchase proceeds
  $1,000,450); Collateralized by: $1,000,000 
  Federal Home Loan Bank Bonds, 5.33%, Due 
  9/22/05 (Market Value $1,018,066) (d)          1,000,000           1,000,000

United States Government Issues  0.2%
United States Treasury Bills, Due 11/19/98 thru
  1/14/99 (c)                                    2,375,000           2,365,039
- --------------------------------------------------------------------------------
Total Short-Term Investments (Cost $20,887,738)                     20,851,954
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Total Investments in Securities (Cost $1,320,136,381) 99.5%      1,322,757,346
Other Assets and Liabilities, Net 0.5%                               6,377,266
- --------------------------------------------------------------------------------
NET ASSETS 100.0%                                               $1,329,134,612
================================================================================

FUTURES
- --------------------------------------------------------------------------------
                                                      Underlying    Unrealized
                                         Expiration   Face Amount  Appreciation
                                            Date       at Value   (Depreciation)
- --------------------------------------------------------------------------------
Purchased:
 1,450 Ninety-Day Euro-Dollar                12/99   $346,223,750   $1,654,000
Sold:
    40 Five-Year U.S. Treasury Notes         12/98      4,585,625     (107,925)
   721 Ten-Year U.S. Treasury Notes          12/98     86,790,375   (2,672,195)
   180 U.S. Treasury Bonds                   12/98     23,203,125      124,281


- --------------------------------------------------------------------------------
FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS
- --------------------------------------------------------------------------------
                         Settlement            Value              Unrealized
                            Date               in USD            Appreciation
- --------------------------------------------------------------------------------
Sold:
 17,095,000 CAD           12/17/98          $11,083,089            $274,583


WRITTEN OPTIONS ACTIVITY
- --------------------------------------------------------------------------------
                                                      Contracts        Premiums
- --------------------------------------------------------------------------------
Options outstanding at beginning of period                 --         $     --
Options written during the period                          55          (24,348)
Options closed                                            (55)          24,348
Options expired                                            --               --
Options exercised                                          --               --
                                                          ---         -------- 
Options outstanding at end of period                       --               --
                                                          ---         --------
                                                          ---         --------
Closed options resulted in a capital loss of $2,945.



================================================================================
                     STRONG SHORT-TERM HIGH YIELD BOND FUND
================================================================================
                                                 Shares or                   
                                                 Principal             Value    
                                                  Amount             (Note 2)   
- --------------------------------------------------------------------------------
CORPORATE BONDS 86.1%
Adelphia Communications Corporation Senior
 Debentures, 11.875%, Due 9/15/04               $1,000,000          $1,070,000
Adelphia Communications Corporation Senior
 Notes, 8.125%, Due 7/15/03 (Acquired
 6/29/98; Cost $1,989,760) (b)                   2,000,000           1,990,000
Affinity Group, Inc. Senior Subordinated Notes,
 11.50%, Due 10/15/03                            2,000,000           2,035,000
Alliance Imaging, Inc. Senior Subordinated
 Floating Rate Notes, 9.94%, Due 12/15/05        1,500,000           1,282,500
Allied Waste North America, Inc. Senior
 Subordinated Notes, 10.25%, Due 12/01/06        3,000,000           3,292,500
Atlas Air, Inc. Pass-Thru Trust Certificates,
 12.25%, Due 12/01/02                            2,450,000           2,656,841
Aztar Corporation Senior Subordinated Notes,
 13.75%, Due 10/01/04                            1,850,000           1,965,625
Benedek Broadcasting Corporation Senior Notes,
 11.875%, Due 3/01/05                            2,000,000           2,050,000
Call-Net Enterprises, Inc. Senior Discount Notes,
 Zero %, Due 12/01/04 (Rate Reset Effective
 12/01/99)                                       2,600,000           2,431,000
Cencall Communications Corporation Senior
 Discount Notes, Zero %, Due 1/15/04 (Rate
 Reset Effective 1/15/99)                        1,000,000             940,000
Centennial Cellular Corporation Senior Notes,
 8.875%, Due 11/01/01                            2,635,000           2,648,175
Coinmach Corporation Senior Notes, Series D,
 11.75%, Due 11/15/05                            2,000,000           2,060,000
Dawson Production Services Senior Notes,
 9.375%, Due 2/01/07                             2,500,000           2,512,500
Dial Call Communications, Inc. Senior Discount
 Notes, Series B, Zero %, Due 12/15/05 (Rate
 Reset Effective 12/15/98)                       1,000,000             962,500
Echostar Communications Corporation
 Senior Secured Discount Notes, Zero %,
 Due 6/01/04 (Rate Reset Effective 6/01/99)      2,000,000           1,962,500
Graham Packaging Company/GPC Capital
 Corporation I Floating Rate Notes, 9.375%,
 Due 1/15/08                                     1,000,000             935,000
Horseshoe Gaming LLC Senior Notes, Series B,
 12.75%, Due 9/30/00                             4,314,000           4,594,410



                                                                              23
<PAGE>

SCHEDULES OF INVESTMENTS IN SECURITIES (continued)             October 31, 1998
- --------------------------------------------------------------------------------
================================================================================
                     STRONG SHORT-TERM HIGH YIELD BOND FUND
================================================================================
                                                 Shares or
                                                 Principal             Value
                                                  Amount             (Note 2)
- --------------------------------------------------------------------------------
Huntsman Specialty Chemicals Corporation
  Floating Rate Term Loans, 8.00%, Due 3/17/07
  (Acquired 5/28/98; Cost $3,048,000) (b)       $3,000,000         $ 2,925,000
INDSPEC Chemical Corporation Senior
  Subordinated Discount Notes, Series B, Zero %,
  Due 12/01/03 (Rate Reset Effective 12/01/98)   2,000,000           2,072,500
Interlake Corporation Senior Subordinated
  Debentures, 12.125%, Due 3/01/02               2,000,000           1,880,000
Key Plastics, Inc. Senior Notes, 14.00%,
  Due 11/15/99                                   1,900,000           2,004,500
MJD Communications, Inc. Floating Rate Notes,
  10.00%, Due 5/01/08 (Acquired 4/30/98;
  Cost $3,000,000) (b)                           3,000,000           2,865,000
Metronet Communications Corporation Senior
  Notes, 12.00%, Due 8/15/07                     3,000,000           3,165,000
Mobile Telecommunication Technologies
  Corporation Senior Notes, 13.50%, Due
  12/15/02                                       5,000,000           5,462,500
NL Industries Senior Secured Notes, 11.75%,
  Due 10/15/03                                   3,819,000           3,990,855
NS Group, Inc. Senior Notes, 13.50%,
  Due 7/15/03                                    2,000,000           2,140,000
Nextlink Communications LLC Senior Notes,
  12.50%, Due 4/15/06                            2,000,000           2,110,000
Pegasus Media & Communications, Inc. Senior
  Subordinated Notes, Series B, 12.50%, Due
  7/01/05                                        3,000,000           3,225,000
Premier Parks, Inc. Senior Notes, Series A,
  12.00%, Due 8/15/03                            2,000,000           2,150,000
Qwest Communications International, Inc. Senior
  Notes, Series B, 10.875%, Due 4/01/07          5,000,000           5,762,500
SD Warren Company Senior Subordinated Notes,
  Series B, 12.00%, Due 12/15/04                 2,000,000           2,170,000
Showboat Marina Casino Partnership/Showboat
  Marina Finance Corporation First Mortgage
  Notes, Series B, 13.50%, Due 3/15/03           2,000,000           2,270,000
Star Markets Company Senior Subordinated Notes,
  13.00%, Due 11/01/04                           1,530,000           1,629,450
Superior Financial Corporation Senior Notes, 
  8.65%, Due 4/01/03 (Acquired 3/27/98; Cost
  $2,000,000) (b)                                2,000,000           2,040,000
US Air, Inc. Senior Notes, 9.625%, Due 2/01/01   3,660,000           3,684,873
United Stationer Supply Senior Subordinated
  Notes, 12.75%, Due 5/01/05                     2,000,000           2,230,000
Young Broadcasting, Inc. Senior Subordinated
  Notes, 11.75%, Due 11/15/04                    2,200,000           2,310,000
- --------------------------------------------------------------------------------
Total Corporate Bonds (Cost $93,709,850)                            91,475,729
- --------------------------------------------------------------------------------

CONVERTIBLE BONDS 2.5%
Corporate Express, Inc. Subordinated Notes, 
  4.50%, Due 7/01/00                             3,000,000           2,662,500
- --------------------------------------------------------------------------------
Total Convertible Bonds (Cost $2,808,009)                            2,662,500
- --------------------------------------------------------------------------------

NON-AGENCY MORTGAGE & ASSET-BACKED SECURITIES 5.5%
Blaylock Mortgage Capital Corporation
  Subordinated Bonds, Series 1997-A, Class B3,
  6.425%, Due 10/15/03 (Acquired 3/11/98;
  Cost $1,884,687) (b)                           2,000,000           1,787,500
Lehman Relocation Mortgage Trust Subordinated
  Variable Rate Mortgage-Backed Certificates, 
  Series 1997-2, Class B1, 7.1263%, Due 6/28/26 
  (Acquired 10/26/98; Cost $2,058,810) (b)       2,465,640           2,058,810
Oregon Commercial Mortgage, Inc. Variable Rate
  Commercial Mortgage Pass-Thru Certificates,
  Series 1995-1, Class E, 9.9487%, Due 6/25/26
  (Acquired 5/13/98; Cost $2,080,625) (b)        2,000,000           2,005,000
- --------------------------------------------------------------------------------
Total Non-Agency Mortgage & Asset-Backed
 Securities (Cost $6,027,101)                                        5,851,310
- --------------------------------------------------------------------------------

PREFERRED STOCKS 1.4%
El Paso Electric Company 11.40% Series A (e)        13,593           1,447,618
- --------------------------------------------------------------------------------
Total Preferred Stocks (Cost $1,481,223)                             1,447,618
- --------------------------------------------------------------------------------

SHORT-TERM INVESTMENTS (a) 1.8%
Commercial Paper 0.4%
Interest Bearing, Due Upon Demand
American Family Financial Services, Inc., 4.75%  $     100                 100
General Mills, Inc., 4.83%                          98,600              98,600
Pitney Bowes Credit Corporation, 4.83%             106,000             106,000
Warner Lambert Company, 4.75%                       14,300              14,300
Wisconsin Electric Power Company, 4.75%            184,900             184,900
                                                                       -------
                                                                       403,900
Repurchase Agreements 1.3%
ABN-AMRO Chicago Corporation (Dated 10/30/98),
 5.40%, Due 11/02/98 (Repurchase proceeds
 $1,400,630); Collateralized by: $1,430,000 
 Federal Home Loan Bank Bonds, 5.16%, Due 
 4/22/02 (Market Value $1,428,696) (d)           1,400,000           1,400,000
United States Government Issues 0.1%
United States Treasury Bills, Due 11/27/98
 thru 1/28/99 (c)                                   95,000              94,507
- --------------------------------------------------------------------------------
Total Short-Term Investments (Cost $1,898,342)                       1,898,407
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Total Investments in Securities (Cost $105,924,525) 97.3%          103,335,564
Other Assets & Liabilities, Net 2.7%                                 2,898,862
- --------------------------------------------------------------------------------
NET ASSETS 100.0%                                                 $106,234,426
================================================================================


FUTURES
- --------------------------------------------------------------------------------
                                               Underlying
                               Expiration     Face Amount         Unrealized
                                  Date          at Value         Appreciation
- --------------------------------------------------------------------------------
Purchased:
 125 Ninety-Day Euro-Dollar       6/99        $29,882,813          $274,063
  60 Ninety-Day Euro-Dollar      12/99         14,326,500            87,675


CURRENCY ABBREVIATIONS
- --------------------------------------------------------------------------------
CAD Canadian Dollar
USD United States Dollar


LEGEND
- --------------------------------------------------------------------------------
(a)  Short-term  investments include any security which has a remaining maturity
     of less than one year.
(b)  Restricted Security.
(c)  All or a portion of  security  pledged  to cover  margin  requirements  for
     futures contracts.
(d)  See Note 2(I) of Notes to Financial Statements.
(e)  All or a portion of security is when-issued.

Percentages are stated as a percent of net assets.

See Notes to Financial Statements.




24
<PAGE>
<TABLE>

STATEMENTS OF ASSETS AND LIABILITIES
- ---------------------------------------------------------------------------------------------------------------------------------
October 31, 1998
                                                                                  (In Thousands, Except Per Share Amounts)
<CAPTION>

                                                                        STRONG CORPORATE    STRONG GOVERNMENT   STRONG HIGH-YIELD
                                                                            BOND FUND        SECURITIES FUND        BOND FUND
                                                                        ----------------    -----------------   -----------------
ASSETS:
  Investments in Securities, at Value (Cost of $821,373, $1,316,208
<S>                                                                          <C>               <C>                   <C>     
    and $504,116, respectively)                                              $812,124          $1,340,211            $467,232
  Receivable for Securities and Forward Foreign Currency Contracts Sold        26,423              13,302               1,878
  Receivable for Fund Shares Sold                                                 224               1,344                 230
  Dividends and Interest Receivable                                            16,150              16,382               9,274
                                                                             --------          ----------            --------
  Total Assets                                                                854,921           1,371,239             478,614
LIABILITIES:
  Payable for Securities Purchased                                             30,039              54,797              11,126
  Payable for Fund Shares Redeemed                                                175                 777                  34
  Dividends Payable                                                             4,488               5,678               3,980
  Accrued Operating Expenses and Other Liabilities                              1,572               1,085                 974
                                                                             --------          ----------            --------
  Total Liabilities                                                            36,274              62,337              16,114
                                                                             --------          ----------            --------
NET ASSETS                                                                   $818,647          $1,308,902            $462,500
                                                                             ========          ==========            ========
NET ASSETS CONSIST OF:
  Capital Stock (par value and paid-in capital)                              $836,081          $1,259,212            $495,767
  Accumulated Net Investment Loss                                                  --                (672)                 (7)
  Accumulated Net Realized Gain (Loss)                                         (7,722)             25,678               2,852
  Net Unrealized Appreciation/Depreciation                                     (9,712)             24,684             (36,112)
                                                                             --------          ----------            -------- 
  Net Assets                                                                 $818,647          $1,308,902            $462,500
                                                                             ========          ==========            ========

Capital Shares Outstanding (Unlimited Number Authorized)                       73,835             118,603              43,112

NET ASSET VALUE PER SHARE                                                      $11.09              $11.04              $10.73
                                                                               ======              ======              ======
</TABLE>
<TABLE>
<CAPTION>
                                                                                          STRONG SHORT-TERM   STRONG SHORT-TERM HIGH
                                                                                              BOND FUND          YIELD BOND FUND
                                                                                          -----------------   ----------------------
ASSETS:
  Investments in Securities, at Value (Cost of $1,320,136
<S>                                                                                            <C>                   <C>     
    and $105,925, respectively)                                                                $1,322,757            $103,336
  Receivable for Securities and Forward Foreign Currency Contracts Sold                            15,991               3,536
  Receivable for Fund Shares Sold                                                                      90                  92
  Dividends and Interest Receivable                                                                20,913               2,538
  Other Assets                                                                                        427                  --
                                                                                               ----------            -------- 
  Total Assets                                                                                  1,360,178             109,502
LIABILITIES:
  Payable for Securities Purchased                                                                 22,672               2,455
  Payable for Fund Shares Redeemed                                                                    409                  --
  Dividends Payable                                                                                 7,855                 647
  Accrued Operating Expenses and Other Liabilities                                                    107                 166
                                                                                               ----------            --------
  Total Liabilities                                                                                31,043               3,268
                                                                                               ----------            --------
NET ASSETS                                                                                     $1,329,135            $106,234
                                                                                               ==========            ========
NET ASSETS CONSIST OF:
  Capital Stock (par value and paid-in capital)                                                $1,427,655            $108,131
  Accumulated Net Investment Loss                                                                    (621)                 --
  Accumulated Net Realized Gain (Loss)                                                            (99,793)                330
  Net Unrealized Appreciation/Depreciation                                                          1,894              (2,227)
                                                                                               ----------            -------- 
  Net Assets                                                                                   $1,329,135            $106,234
                                                                                               ==========            ========
Capital Shares Outstanding (Unlimited Number Authorized)                                          138,901              10,417

NET ASSET VALUE PER SHARE                                                                           $9.57              $10.20
                                                                                                    =====              ======

                                                       See Notes to Financial Statements.
                                                                                                                           25
</TABLE>

<PAGE>
<TABLE>

STATEMENTS OF OPERATIONS
- ----------------------------------------------------------------------------------------------------------------------------------
For the Year Ended October 31, 1998
                                                                                             (In Thousands)
<CAPTION>

                                                                        STRONG CORPORATE    STRONG GOVERNMENT   STRONG HIGH-YIELD
                                                                            BOND FUND        SECURITIES FUND        BOND FUND
                                                                        ----------------    -----------------   -----------------
INCOME:
<S>                                                                          <C>                  <C>                 <C>    
  Interest                                                                   $48,738              $66,228             $54,425
  Dividends                                                                    2,231                1,174               4,778
                                                                             -------              -------             -------
  Total Income                                                                50,969               67,402              59,203
EXPENSES:
  Investment Advisory Fees                                                     4,337                6,371               3,841
  Custodian Fees                                                                  32                   48                  32
  Shareholder Servicing Costs                                                  1,379                1,737                 854
  Other                                                                          278                  313                 170
                                                                             -------              -------             -------
  Total Expenses                                                               6,026                8,469               4,897
                                                                             -------              -------             -------
NET INVESTMENT INCOME                                                         44,943               58,933              54,306
REALIZED AND UNREALIZED GAIN (LOSS):
  Net Realized Gain (Loss) on:
    Investments                                                               11,955               27,186               2,504
    Futures Contracts, Options and Forward Foreign Currency Contracts          1,359               (1,937)                558
    Foreign Currencies                                                           (13)                  --                  20
                                                                             -------              -------             -------      
  Net Realized Gain                                                           13,301               25,249               3,082
  
  Change in Unrealized Appreciation/Depreciation on:
    Investments                                                              (18,288)               4,892             (49,563)
    Futures Contracts, Options and Forward Foreign Currency Contracts           (248)               3,465               1,233
                                                                             -------              -------             -------
  Net Change in Unrealized Appreciation/Depreciation                         (18,536)               8,357             (48,330)
                                                                             -------              -------             ------- 
NET GAIN (LOSS) ON INVESTMENTS                                                (5,235)              33,606             (45,248)
                                                                             -------              -------             ------- 
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                         $39,708              $92,539             $ 9,058
                                                                             =======              =======             =======
</TABLE>
<TABLE>
<CAPTION>
                                                                                          STRONG SHORT-TERM   STRONG SHORT-TERM HIGH
                                                                                              BOND FUND          YIELD BOND FUND
                                                                                          -----------------   ----------------------
INCOME:
<S>                                                                                              <C>                   <C>   
  Interest                                                                                       $ 95,400              $7,195
  Dividends                                                                                         5,805                  41
                                                                                                 --------              ------
  Total Income                                                                                    101,205               7,236
EXPENSES:
  Investment Advisory Fees                                                                          8,397                 540
  Custodian Fees                                                                                       49                   5
  Shareholder Servicing Costs                                                                       2,177                 116
  Federal and State Registration Fess                                                                  77                  91
  Other                                                                                               115                  40
                                                                                                 --------              ------
  Total Expenses                                                                                   10,815                 792
                                                                                                 --------              ------
NET INVESTMENT INCOME                                                                              90,390               6,444
REALIZED AND UNREALIZED GAIN (LOSS):
  Net Realized Gain (Loss) on:
    Investments                                                                                       475                 362
    Futures Contracts, Options and Forward Foreign Currency Contracts                             (20,398)                (30)
    Foreign Currencies                                                                                 25                  --
                                                                                                 --------              ------      
  Net Realized Gain (Loss)                                                                        (19,898)                332
  Change in Unrealized Appreciation/Depreciation on:
    Investments                                                                                   (15,976)             (2,353)
    Futures Contracts, Options and Forward Foreign Currency Contracts                               6,700                 362
                                                                                                 --------              ------
  Net Change in Unrealized Appreciation/Depreciation                                               (9,276)             (1,991)
                                                                                                 --------              ------ 
NET LOSS ON INVESTMENTS                                                                           (29,174)             (1,659)
                                                                                                 --------              ------ 
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                                              $61,216              $4,785
                                                                                                  =======              ======
                                                            

                                                                    See Notes to Financial Statements.
26
</TABLE>


<PAGE>
<TABLE>

STATEMENTS OF CHANGES IN NET ASSETS
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                             (In Thousands)
<CAPTION>
                                        
                                                                        STRONG CORPORATE                    STRONG GOVERNMENT
                                                                           BOND FUND                         SECURITIES FUND
                                                                   ----------------------------       ----------------------------
                                                                     Year Ended    Year Ended          Year Ended     Year Ended
                                                                   Oct. 31, 1998  Oct. 31, 1997       Oct. 31, 1998  Oct. 31, 1997
                                                                   -------------  -------------       -------------  -------------
OPERATIONS:
<S>                                                                   <C>            <C>               <C>              <C>     
   Net Investment Income                                              $ 44,943       $ 24,340          $1,058,933       $ 44,125
   Net Realized Gain                                                    13,301         12,133              25,249         11,201
   Net Change in Unrealized Appreciation/Depreciation                  (18,536)         3,082               8,357          7,916
                                                                      --------       --------          ----------       --------
   Net Increase in Net Assets Resulting from Operations                 39,708         39,555              92,539         63,242
DISTRIBUTIONS:
   From Net Investment Income                                          (44,943)       (24,340)            (58,933)       (44,125)
   In Excess of Net Investment Income                                     (605)            --                  --             --
                                                                      --------       --------          ----------       -------- 
   Total Distributions                                                 (45,548)       (24,340)            (58,933)       (44,125)
CAPITAL SHARE TRANSACTIONS:
   Proceeds from Shares Sold                                           594,283        290,340             834,332        426,918
   Proceeds from Reinvestment of Distributions                          38,336         19,815              51,706         37,418
   Payment for Shares Redeemed                                        (300,425)      (130,685)           (454,209)      (277,671)
                                                                      --------       --------          ----------       -------- 
   Increase in Net Assets from Capital Share Transactions              332,194        179,470             431,829        186,665
                                                                      --------       --------          ----------       --------
TOTAL INCREASE IN NET ASSETS                                           326,354        194,685             465,435        205,782
NET ASSETS:
   Beginning of Year                                                   492,293        297,608             843,467        637,685
                                                                      --------       --------          ----------       --------
   End of Year                                                        $818,647       $492,293          $1,308,902       $843,467
                                                                      ========       ========          ==========       ========
TRANSACTIONS IN SHARES OF THE FUND:
   Sold                                                                 52,726         26,715              76,823         40,687
   Issued in Reinvestment of Distributions                               3,400          1,833               4,773          3,570
   Redeemed                                                            (26,709)       (12,097)            (41,806)       (26,516)
                                                                        ------         ------              ------         ------ 
   Net Increase in Shares of the Fund                                   29,417         16,451              39,790         17,741
                                                                        ======         ======              ======         ======
</TABLE>
<TABLE>
<CAPTION>
                                  
                                                                         STRONG HIGH-YIELD                 STRONG SHORT-TERM
                                                                              BOND FUND                         BOND FUND
                                                                   ----------------------------       ----------------------------
                                                                    Year Ended     Year Ended          Year Ended     Year Ended
                                                                   Oct. 31, 1998  Oct. 31, 1997       Oct. 31, 1998  Oct. 31, 1997
                                                                   -------------  -------------       -------------  -------------
OPERATIONS:
<S>                                                                   <C>            <C>               <C>            <C>       
   Net Investment Income                                              $ 54,306       $ 35,544          $   90,390     $1,387,171
   Net Realized Gain (Loss)                                              3,082         15,012             (19,898)         3,621
   Net Change in Unrealized Appreciation/Depreciation                  (48,330)         8,476              (9,276)          (186)
                                                                      --------       --------          ----------     ---------- 
   Net Increase in Net Assets Resulting from Operations                  9,058         59,032              61,216         90,606
DISTRIBUTIONS:
   From Net Investment Income                                          (54,306)       (35,544)            (90,390)       (87,171)
   In Excess of Net Investment Income                                     (353)            (9)               (224)          (244)
   From Net Realized Gains                                             (14,785)        (3,167)                 --             --
                                                                      --------       --------          ----------     ----------  
   Total Distributions                                                 (69,444)       (38,720)            (90,614)       (87,415)
CAPITAL SHARE TRANSACTIONS:
   Proceeds from Shares Sold                                           675,258        820,857             576,621        620,442
   Proceeds from Reinvestment of Distributions                          56,535         30,446              75,870         72,872
   Payment for Shares Redeemed                                        (718,871)      (578,653)           (603,753)      (534,521)
                                                                      --------       --------          ----------     ---------- 
   Increase in Net Assets from Capital Share Transactions               12,922        272,650              48,738        158,793
                                                                      --------       --------          ----------     ----------
TOTAL INCREASE (DECREASE) IN NET ASSETS                                (47,464)       292,962              19,340        161,984
NET ASSETS:
   Beginning of Year                                                   509,964        217,002           1,309,795      1,147,811
                                                                      --------       --------          ----------     ----------
   End of Year                                                        $462,500       $509,964          $1,329,135     $1,309,795
                                                                      ========       ========          ==========     ==========
TRANSACTIONS IN SHARES OF THE FUND:
   Sold                                                                 56,756         70,489              59,071         63,352
   Issued in Reinvestment of Distributions                               4,758          2,617               7,768          7,441
   Redeemed                                                            (61,112)       (49,664)            (61,901)       (54,580)
                                                                       -------        -------             -------        ------- 
   Net Increase in Shares of the Fund                                      402         23,442               4,938         16,213
                                                                       =======        =======             =======        =======
                                                     See Notes to Financial Statements.
                                                                                                                              27
</TABLE>

<PAGE>
<TABLE>

STATEMENTS OF CHANGES IN NET ASSETS (continued)
- ------------------------------------------------------------------------------------------------
                                                                       (In Thousands)
<CAPTION>

                                                                   STRONG SHORT-TERM HIGH
                                                                       YIELD BOND FUND
                                                                 ----------------------------
                                                                   Year Ended     Year Ended
                                                                 Oct. 31, 1998  Oct. 31, 1997
                                                                 -------------  -------------
                                                                                   (Note 1)
OPERATIONS:
<S>                                                                 <C>             <C>    
   Net Investment Income                                            $  6,444        $   624
   Net Realized Gain                                                     332            255
   Net Change in Unrealized Appreciation/Depreciation                 (1,991)          (236)
                                                                    --------        ------- 
   Net Increase in Net Assets Resulting from Operations                4,785            643
DISTRIBUTIONS:
   From Net Investment Income                                         (6,444)          (624)
   From Net Realized Gains                                              (256)            --
                                                                    --------        -------        
   Total Distributions                                                (6,700)          (624)
CAPITAL SHARE TRANSACTIONS:
   Proceeds from Shares Sold                                         153,366         55,814
   Proceeds from Reinvestment of Distributions                         5,490            292
   Payment for Shares Redeemed                                       (95,526)       (11,306)
                                                                    --------        ------- 
   Increase in Net Assets from Capital Share Transactions             63,330         44,800
                                                                    --------        -------
TOTAL INCREASE IN NET ASSETS                                          61,415         44,819
NET ASSETS:
   Beginning of Year                                                  44,819             --
                                                                    --------        -------       
   End of Year                                                      $106,234        $44,819
                                                                    ========        =======
TRANSACTIONS IN SHARES OF THE FUND:
   Sold                                                               14,716          5,449
   Issued in Reinvestment of Distributions                               527             28
   Redeemed                                                           (9,203)        (1,100)
                                                                       -----          ----- 
   Net Increase in Shares of the Fund                                  6,040          4,377
                                                                       =====          =====
</TABLE>
 


                               See Notes to Financial Statements.

28

<PAGE>

NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
October 31, 1998

1. ORGANIZATION
   The Strong Income Funds consist of Strong Corporate Bond Fund,  Inc.,  Strong
   Government  Securities Fund, Inc.,  Strong  High-Yield Bond Fund (a series of
   Strong Income Funds,  Inc.),  Strong  Short-Term Bond Fund,  Inc., and Strong
   Short-Term High Yield Bond Fund (a series of Strong Income Funds,  Inc.). The
   Funds are diversified,  open-end management  investment  companies registered
   under the Investment  Company Act of 1940.  Strong Short-Term High Yield Bond
   Fund commenced operations on July 1, 1997.

2. SIGNIFICANT ACCOUNTING POLICIES
   The following is a summary of significant accounting policies followed by the
   Funds  in  the  preparation  of  their  financial  statements.  
  
     (A)  Security  Valuation  --  Securities  of the Funds are  valued  through
          valuations obtained by a commercial pricing service or the mean of the
          bid  and  asked  prices,  when  no  last  sales  price  is  available.
          Securities for which market  quotations are not readily  available are
          valued at fair value as  determined  in good faith under  consistently
          applied procedures established by and under the general supervision of
          the Board of Directors.  Securities which are purchased within 60 days
          of  their  stated  maturity  are  valued  at  amortized  cost,   which
          approximates fair value.
      
          The Funds may own certain  investment  securities which are restricted
          as  to  resale.   These   securities   are  valued  after  giving  due
          consideration  to pertinent  factors  including  recent private sales,
          market conditions and the issuer's  financial  performance.  The Funds
          generally bear the costs,  if any,  associated with the disposition of
          restricted  securities.  Aggregate  acquisition cost and fair value of
          these restricted securities held at October 31, 1998 were as follows:
<TABLE>
<CAPTION>
                                                   Aggregate        Aggregate     Percent of
                                                     Cost          Fair Value     Net Assets     Liquid*
                                                 ------------     ------------    ----------     -------
          <S>                                    <C>              <C>                <C>          <C>  
          STRONG CORPORATE BOND FUND             $151,031,490     $147,052,394       18.0%        90.0%
          STRONG GOVERNMENT SECURITIES FUND        38,909,858       39,036,766        3.0%        73.4%
          STRONG HIGH-YIELD BOND FUND             118,795,659      108,836,116       23.5%        95.3%
          STRONG SHORT-TERM BOND FUND             395,756,052      391,076,624       29.4%        81.8%
          STRONG SHORT-TERM HIGH YIELD BOND FUND   16,061,882       15,671,310       14.8%        88.6%
</TABLE>
          *Percentage of aggregate fair value of restricted securities is either
          Section 4(2)  commercial  paper or is eligible for resale  pursuant to
          Rule  144A  under  the  Securities  Act of  1933  and  also  has  been
          determined  to  be  liquid  by  the  Advisor  based  upon   guidelines
          established by the Fund's Board of Directors.
   
     (B)  Federal Income and Excise Taxes and  Distributions  to Shareholders --
          The Funds  intend  to comply  with the  requirements  of the  Internal
          Revenue Code  applicable  to  regulated  investment  companies  and to
          distribute   substantially  all  of  their  taxable  income  to  their
          shareholders  in a manner  which  results in no tax cost to the Funds.
          Therefore,  no federal income or excise tax provision is required. The
          character of  distributions  made during the year from net  investment
          income or net realized gains may differ from the  characterization for
          federal income tax purposes due to  differences in the  recognition of
          income and expense  items for  financial  statement  and tax purposes.
          Where  appropriate,  reclassifications  between net asset accounts are
          made for such differences that are permanent in nature.

     (C)  Realized  Gains and  Losses  on  Investment  Transactions  -- Gains or
          losses realized on investment transactions are determined by comparing
          the  identified  cost of the  security  lot sold  with  the net  sales
          proceeds.

     (D)  Certain   Investment  Risks  --  The  Funds  may  utilize   derivative
          instruments  including  options,  futures and other  instruments  with
          similar  characteristics  to the extent that they are consistent  with
          the Fund's investment objectives and limitations.  The Funds intend to
          use such  derivative  instruments  primarily  to hedge or protect from
          adverse  movements in securities  prices or interest rates. The use of
          these  instruments  may  involve  risks  such  as the  possibility  of
          illiquid  markets or  imperfect  correlation  between the value of the
          instruments and the underlying  securities,  or that the  counterparty
          will fail to perform its obligations.

          Foreign  denominated assets and forward currency contracts may involve
          greater  risks  than  domestic   transactions,   including   currency,
          political and economic, regulatory and market risks.

                                                                              29
<PAGE>

NOTES TO FINANCIAL STATEMENTS (continued)
- --------------------------------------------------------------------------------
October 31, 1998

     (E)  Futures -- Upon entering into a futures contract,  the Funds pledge to
          the broker cash or other  investments  equal to the  minimum  "initial
          margin"  requirements of the exchange.  Additional  securities held by
          the Funds may be designated  as collateral on open futures  contracts.
          The Funds  also  receive  from or pay to the  broker an amount of cash
          equal to the  daily  fluctuation  in the value of the  contract.  Such
          receipts or payments are known as "variation margin," and are recorded
          as unrealized gains or losses.  When the futures contract is closed, a
          realized gain or loss is recorded equal to the difference  between the
          value of the  contract  at the time it was opened and the value at the
          time it was closed.

     (F)  Options -- The Funds may write put or call options.  Premiums received
          by the Funds upon writing put or call options are recorded as an asset
          with a corresponding  liability which is subsequently  adjusted to the
          current  market  value  of the  option.  When an  option  expires,  is
          exercised,  or is closed,  the Funds  realize a gain or loss,  and the
          liability  is  eliminated.  The  Funds  continue  to bear  the risk of
          adverse  movements  in the price of the  underlying  asset  during the
          period of the option,  although any  potential  loss during the period
          would be reduced by the amount of the option premium received.

     (G)  Foreign Currency Translation -- Investment securities and other assets
          and  liabilities   initially   expressed  in  foreign  currencies  are
          converted to U.S. dollars based upon current exchange rates. Purchases
          and sales of foreign investment securities and income are converted to
          U.S.  dollars based upon  currency  exchange  rates  prevailing on the
          respective  dates of such  transactions.  The  effect  of  changes  in
          foreign  exchange rates on realized and  unrealized  security gains or
          losses is reflected as a component of such gains or losses.

     (H)  Forward  Foreign  Currency  Exchange   Contracts  --  Forward  foreign
          currency  exchange  contracts  are valued at the forward  rate and are
          marked-to-market  daily.  The change in market value is recorded as an
          unrealized gain or loss. When the contract is closed, the Funds record
          an exchange gain or loss equal to the difference  between the value of
          the  contract  at the time it was  opened and the value at the time it
          was closed.

     (I)  Repurchase   Agreements  --  The  Funds  may  enter  into   repurchase
          agreements  with  institutions  that the  Funds'  investment  advisor,
          Strong Capital  Management,  Inc. ("the Advisor"),  has determined are
          creditworthy  pursuant to criteria  adopted by the Board of Directors.
          Each repurchase  agreement is recorded at cost. The Funds require that
          the collateral,  represented by securities  (primarily U.S. Government
          securities),  purchased in a repurchase transaction be maintained in a
          segregated  account with a custodian  bank in a manner  sufficient  to
          enable the Funds to obtain those  securities in the event of a default
          of the repurchase  agreement.  On a daily basis,  the Advisor monitors
          the  value  of  the  collateral   transferred  under  each  repurchase
          agreement  to ensure the value of the  collateral,  including  accrued
          interest,  exceeds the amounts owed to the Funds under each repurchase
          agreement by at least 2%.

     (J)  Use of  Estimates  --  The  preparation  of  financial  statements  in
          conformity  with generally  accepted  accounting  principles  requires
          management to make estimates and assumptions  that affect the reported
          amounts in these  financial  statements.  Actual  results could differ
          from those estimates.

     (K)  Other -- Investment security transactions are recorded as of the trade
          date.  Dividend income and  distributions to shareholders are recorded
          on the  ex-dividend  date.  Interest income is recorded on the accrual
          basis and includes amortization of premiums and discounts.

3. RELATED PARTY TRANSACTIONS
     The  Advisor,  with whom certain  officers  and  directors of the Funds are
     affiliated,   provides   investment   advisory   services  and  shareholder
     recordkeeping and related services to the Funds.  Investment advisory fees,
     which are established by terms of the Advisory Agreements, are based on the
     following  annualized  rates  of  the  average  daily  net  assets  of  the
     respective Fund: Strong Government  Securities Fund 0.60%, Strong Corporate
     Bond Fund,  Strong  High-Yield Bond Fund,  Strong Short-Term Bond Fund, and
     Strong  Short-Term  High Yield Bond Fund 0.625%.  Based on the terms of the
     Advisory Agreements, advisory fees and other expenses will be waived by the
     Advisor if the Fund's operating expenses exceed 2% of the average daily net
     assets of the Fund. In addition,  the Fund's Advisor may voluntarily  waive
     certain expenses at their discretion. Shareholder recordkeeping and related
     service fees are based on contractually established rates for each open and
     closed  shareholder  account.  The Advisor is compensated for certain other
     services related to costs incurred for reports to shareholders.

     The Funds may invest cash  reserves in money  market  funds  sponsored  and
     managed by the Advisor,  subject to certain limitations.  The terms of such
     transactions are identical to those of non-related entities except that, to
     avoid  duplicate  investment  advisory  fees,  advisory  fees of each  Fund
     invested  in such money  market  funds are  reduced  by an amount  equal to
     advisory fees paid to the Advisor under its investment  advisory agreements
     with the money market funds.


30
<PAGE>
- --------------------------------------------------------------------------------

   Certain  information  regarding  related  party  transactions,  excluding the
   effects of waivers and reimbursements, for the year ended October 31, 1998 is
   as follows:
<TABLE>
<CAPTION>
                                                        Payable to         Other Shareholder     Unaffiliated
                                                        Advisor at        Servicing Expenses      Directors'
                                                     October 31, 1998       Paid to Advisor          Fees
                                                     ----------------     ------------------     ------------
        <S>                                             <C>                     <C>                <C>    
        STRONG CORPORATE BOND FUND                      $ 64,060                $22,957            $ 6,441
        STRONG GOVERNMENT SECURITIES FUND                114,368                  5,368              9,969
        STRONG HIGH-YIELD BOND FUND                       54,810                  6,055              6,441
        STRONG SHORT-TERM BOND FUND                       55,272                 22,056             14,450
        STRONG SHORT-TERM HIGH YIELD BOND FUND            96,867                    998              1,525
</TABLE>

4. LINE OF CREDIT
     The Funds have established a line of credit agreement  ("LOC") with certain
     financial  institutions  to be used for  temporary or  emergency  purposes,
     primarily for financing redemption payments.  Combined borrowings among all
     participating  Strong  Funds are subject to a $350 million cap on the total
     line of credit. For individual Funds,  borrowings under the LOC are limited
     to either  the  lesser of 15% of the  market  value of total  assets or any
     explicit  borrowing limits in the Fund's  prospectus.  Borrowings under the
     LOC bear interest based on prevailing market rates as defined in the LOC. A
     commitment  fee of .07% per annum is incurred on the unused  portion of the
     line of credit and is  allocated  to all  participating  Strong  Funds.  At
     October 31, 1998, there were no borrowings by the Funds  outstanding  under
     the LOC.

5. INVESTMENT TRANSACTIONS
     The  aggregate  purchases  and sales of long-term  securities  for the year
     ended October 31, 1998 were as follows:
<TABLE>
<CAPTION>
     
                                                               Purchases                                  Sales
                                                   ----------------------------------     ----------------------------------
                                                   U.S. Government                        U.S. Government
                                                      and Agency           Other             and Agency            Other
                                                   ---------------     --------------     ---------------     --------------
           <S>                                     <C>                 <C>                <C>                 <C>           
           STRONG CORPORATE BOND FUND              $1,018,135,549      $1,786,800,066     $1,024,632,764      $1,453,743,227
           STRONG GOVERNMENT SECURITIES FUND        2,769,886,985         558,514,998      2,309,357,668         589,665,569
           STRONG HIGH-YIELD BOND FUND                         --       1,304,634,403                 --       1,294,670,349
           STRONG SHORT-TERM BOND FUND                375,331,681       1,480,243,008        357,970,767       1,448,931,052
           STRONG SHORT-TERM HIGH YIELD BOND FUND              --         214,465,930                 --         154,850,460
</TABLE>

6. INCOME TAX INFORMATION
     At October 31, 1998, the investment cost, gross unrealized appreciation and
     depreciation  on  investments  and capital  loss  carryovers  (expiring  in
     varying  amounts  through  2006) for federal  income tax  purposes  were as
     follows:
<TABLE>
<CAPTION>

                                                                                                      Net
                                              Federal Tax       Unrealized       Unrealized       Appreciation/  Net Capital Loss
                                                  Cost         Appreciation     Depreciation     (Depreciation)     Carryovers
                                            --------------     ------------     ------------     --------------  ----------------
     <S>                                    <C>                 <C>              <C>              <C>              <C>        
     STRONG CORPORATE BOND FUND             $  821,680,036      $13,117,624      $22,673,905      ($9,556,281)     $ 7,180,022
     STRONG GOVERNMENT SECURITIES FUND       1,318,206,193       30,770,219        8,765,507       22,004,712               --
     STRONG HIGH-YIELD BOND FUND               504,220,399        4,930,588       41,919,184      (36,988,596)              --
     STRONG SHORT-TERM BOND FUND             1,324,453,795       23,944,947       25,641,396       (1,696,449)      96,417,466
     STRONG SHORT-TERM HIGH YIELD BOND FUND    106,081,209           67,923        2,813,568       (2,745,645)              --
</TABLE>
   
     During the year ended  October  31,  1998,  the Funds paid no capital  gain
     distributions (taxable as long-term capital gains at 20%) to shareholders.
   
     For corporate  shareholders in the Funds, the percentage of dividend income
     distributed  for the period ended  October 31, 1998 which is  designated as
     qualifying for the dividends-received  deduction is as follows (unaudited):
     Strong Corporate Bond Fund 3.5%,  Strong  Government  Securities Fund 2.0%,
     Strong  High-Yield  Bond Fund 6.9%,  Strong  Short-Term Bond Fund 4.1%, and
     Strong Short-Term High Yield Bond Fund 0.0%.

                                                                              31
<PAGE>
<TABLE>

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------------------------------------------
STRONG CORPORATE BOND FUND
- --------------------------------------------------------------------------------------------------------------------
                                                           SELECTED PER-SHARE DATA (a)
                  --------------------------------------------------------------------------------------------------
                               Income From Investment Operations              Less Distributions
                             ------------------------------------   -------------------------------------
<CAPTION>
                                         Net Realized
                  Net Asset             and Unrealized    Total                 In Excess                  Net Asset
                    Value,      Net         Gains         from       From Net     of Net                     Value,
                  Beginning  Investment  (Losses) on   Investment   Investment  Investment      Total        End of
Year Ended        of Period    Income    Investments   Operations     Income      Income    Distributions    Period
<S>                <C>         <C>          <C>           <C>        <C>          <C>          <C>           <C>   
Oct. 31, 1998      $11.08      $0.73        $0.02         $0.75      ($0.73)      ($0.01)      ($0.74)       $11.09
Oct. 31, 1997       10.64       0.74         0.44          1.18       (0.74)          --        (0.74)        11.08
Oct. 31, 1996       10.56       0.73         0.08          0.81       (0.73)          --        (0.73)        10.64
Oct. 31, 1995 (b)    9.36       0.63         1.22          1.85       (0.63)       (0.02)       (0.65)        10.56
Dec. 31, 1994       10.24       0.73        (0.87)        (0.14)      (0.73)       (0.01)       (0.74)         9.36
</TABLE>

                                     Ratios and Supplemental Data
                     ---------------------------------------------------------
                                  Net                  Ratio of Net
                                Assets,     Ratio of    Investment
                                End of      Expenses      Income     Portfolio
                      Total   Period (In   to Average   to Average   Turnover
Year Ended           Return    Millions)   Net Assets   Net Assets     Rate
Oct. 31, 1998         +6.8%       $819        0.9%         6.5%       366.9%
Oct. 31, 1997        +11.5%        492        1.0%         6.8%       542.4%
Oct. 31, 1996         +8.0%        298        1.0%         7.0%       672.8%
Oct. 31, 1995 (b)    +20.3%        218        1.0%*        7.5%*      621.4%
Dec. 31, 1994         -1.3%        123        1.1%*        7.6%*      603.0%

*    Calculated on an annualized basis.
(a)  Information  presented  relates  to a share  of  capital  stock of the Fund
     outstanding for the entire period.
(b)  In 1995,  the Fund  changed its fiscal  year end from  December to October.
     Total return and portfolio turnover rate are not annualized.
<TABLE>

STRONG GOVERNMENT SECURITIES FUND
- ------------------------------------------------------------------------------------------------------------------
                                                      SELECTED PER-SHARE DATA (a)
               ---------------------------------------------------------------------------------------------------
                             Income From Investment Operations                Less Distributions
                           -------------------------------------   -------------------------------------
<CAPTION>
                                       Net Realized
                Net Asset             and Unrealized    Total                  In Excess                 Net Asset
                  Value,      Net         Gains         from        From Net     of Net                    Value,
                Beginning  Investment  (Losses) on    Investment   Investment  Investment      Total      End of
Year Ended      of Period    Income    Investments    Operations     Income      Income    Distributions  Period
<S>               <C>        <C>         <C>            <C>         <C>                       <C>         <C>   
Oct. 31, 1998     $10.70     $0.60       $0.34          $0.94       ($0.60)         --        ($0.60)     $11.04
Oct. 31, 1997      10.44      0.65        0.26           0.91        (0.65)         --         (0.65)      10.70
Oct. 31, 1996      10.60      0.63       (0.16)          0.47        (0.63)         --         (0.63)      10.44
Oct. 31, 1995 (b)   9.63      0.54        0.99           1.53        (0.54)     ($0.02)        (0.56)      10.60
Dec. 31, 1994      10.61      0.62       (0.98)         (0.36)       (0.62)         --         (0.62)       9.63
</TABLE>


                                     Ratios and Supplemental Data
                     ---------------------------------------------------------
                                  Net                  Ratio of Net
                                Assets,     Ratio of    Investment
                                End of      Expenses      Income     Portfolio
                      Total   Period (In   to Average   to Average   Turnover
Year Ended           Return    Millions)   Net Assets   Net Assets     Rate 
Oct. 31, 1998         +9.1%    $1,309         0.8%         5.5%       284.1%
Oct. 31, 1997         +9.1%       843         0.8%         6.2%       474.9%
Oct. 31, 1996         +4.6%       638         0.9%         6.0%       457.6%
Oct. 31, 1995 (b)    +16.2%       456         0.9%*        6.2%*      409.2%
Dec. 31, 1994         -3.4%       277         0.9%         6.2%       479.0%
 
*    Calculated on an annualized basis.
(a)  Information  presented  relates  to a share  of  capital  stock of the Fund
     outstanding for the entire period.
(b)  In 1995,  the Fund  changed its fiscal  year end from  December to October.
     Total return and portfolio turnover rate are not annualized.

<TABLE>

STRONG HIGH-YIELD BOND FUND
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                     SELECTED PER-SHARE DATA (a)
                -----------------------------------------------------------------------------------------------------------------
                                  Income From Investment Operations                    Less Distributions
                             -----------------------------------------  -----------------------------------------------
<CAPTION>

                 Net Asset                 Net Realized       Total                 In Excess                           Net Asset
                   Value,       Net       and Unrealized       from      From Net     of Net    From Net                  Value,
                 Beginning   Investment  Gains (Losses) on  Investment  Investment  Investment  Realized      Total       End of
Year Ended       of Period    Income        Investments     Operations    Income      Income      Gains   Distributions   Period
<S>               <C>          <C>            <C>             <C>        <C>         <C>        <C>          <C>          <C>   
Oct. 31, 1998     $11.94       $1.05          ($0.89)         $0.16      ($1.04)     ($0.01)    ($0.32)      ($1.37)      $10.73
Oct. 31, 1997      11.26        1.05            0.81           1.86       (1.05)         --      (0.13)       (1.18)       11.94
Oct. 31, 1996 (b)  10.00        0.84            1.26           2.10       (0.84)         --         --        (0.84)       11.26
</TABLE>
<TABLE>

                                             Ratios and Supplemental Data
                     ---------------------------------------------------------------------------
<CAPTION>
                                  Net                                    Ratio of Net
                                Assets,     Ratio of   Ratio of Expenses  Investment
                                End of      Expenses     to Average Net     Income     Portfolio
                      Total   Period (In   to Average    Assets Without   to Average   Turnover
Year Ended           Return    Millions)   Net Assets       Waivers       Net Assets     Rate 
<S>                  <C>        <C>           <C>             <C>             <C>       <C>   
Oct. 31, 1998         +0.9%     $462          0.8%            0.8%            8.8%      224.4%
Oct. 31, 1997        +17.3%      510          0.6%            0.8%            8.9%      409.3%
Oct. 31, 1996 (b)    +21.7%      217          0.0%*           1.0%*           9.6%*     390.8%

*    Calculated on an annualized basis.
(a)  Information  presented  relates  to a share  of  capital  stock of the Fund
     outstanding for the entire period.  
(b)  For the period from January 1, 1996 (commencement of operations) to October
     31, 1996.
</TABLE>

                      See Notes to Financial Statements.

32


<PAGE>
<TABLE>

FINANCIAL HIGHLIGHTS (continued)
- --------------------------------------------------------------------------------------------------------------------
STRONG SHORT-TERM BOND FUND
- --------------------------------------------------------------------------------------------------------------------
                                                           SELECTED PER-SHARE DATA (a)
                  --------------------------------------------------------------------------------------------------
                               Income From Investment Operations              Less Distributions
                             ------------------------------------   -------------------------------------
<CAPTION>
                                         Net Realized
                  Net Asset             and Unrealized    Total                 In Excess                  Net Asset
                    Value,      Net         Gains         from       From Net     of Net                     Value,
                  Beginning  Investment  (Losses) on   Investment   Investment  Investment      Total        End of
Year Ended        of Period    Income    Investments   Operations     Income      Income    Distributions    Period
<S>                <C>         <C>          <C>           <C>        <C>        <C>            <C>           <C>   
Oct. 31, 1998      $ 9.78      $0.66        ($0.21)       $0.45      ($0.66)    ($0.00)(c)     ($0.66)       $9.57
Oct. 31, 1997        9.75       0.69          0.03         0.72       (0.69)        --          (0.69)        9.78
Oct. 31, 1996        9.77       0.69         (0.02)        0.67       (0.69)        --          (0.69)        9.75
Oct. 31, 1995 (b)    9.42       0.56          0.35         0.91       (0.56)        --          (0.56)        9.77
Dec. 31, 1994       10.23       0.64         (0.80)       (0.16)      (0.65)        --          (0.65)        9.42
</TABLE>
                                  Ratios and Supplemental Data
                     ---------------------------------------------------------
                                  Net                  Ratio of Net
                                Assets,     Ratio of    Investment
                                End of      Expenses      Income     Portfolio
                      Total   Period (In   to Average   to Average   Turnover
Year Ended           Return    Millions)   Net Assets   Net Assets     Rate   
Oct. 31, 1998         +4.7%     $1,329        0.8%          6.7%      138.3%
Oct. 31, 1997         +7.6%      1,310        0.9%          7.0%      193.8%
Oct. 31, 1996         +7.1%      1,148        0.9%          7.1%      191.5%
Oct. 31, 1995 (b)     +9.9%      1,083        0.9%*         7.0%*     317.1%
Dec. 31, 1994         -1.6%      1,041        0.9%          6.5%      249.7%

*    Calculated on an annualized basis.
(a)  Information  presented  relates  to a share  of  capital  stock of the Fund
     outstanding for the entire period.
(b)  Total return and portfolio  turnover rate are not annualized.  In 1995, the
     Fund changed its fiscal year end from December to October.
(c)  Amount calculated is less than $0.01.
<TABLE>

STRONG SHORT-TERM HIGH YIELD BOND FUND
- ------------------------------------------------------------------------------------------------------------------
                                                      SELECTED PER-SHARE DATA (a)
               ---------------------------------------------------------------------------------------------------
                             Income From Investment Operations                Less Distributions
                           -------------------------------------   -------------------------------------
<CAPTION>
                                       Net Realized
                Net Asset             and Unrealized    Total                                            Net Asset
                  Value,      Net         Gains         from        From Net    From Net                   Value,
                Beginning  Investment      on         Investment   Investment   Realized      Total        End of
Year Ended      of Period    Income    Investments    Operations     Income      Gains    Distributions    Period
<S>               <C>        <C>         <C>            <C>         <C>         <C>          <C>           <C>   
Oct. 31, 1998     $10.24     $0.77       $0.01          $0.78       ($0.77)     ($0.05)      ($0.82)       $10.20   
Oct. 31, 1997 (b)  10.00      0.25        0.24           0.49        (0.25)         --        (0.25)        10.24   
</TABLE>
                                  Ratios and Supplemental Data
                     ---------------------------------------------------------
                                  Net                  Ratio of Net
                                Assets,     Ratio of    Investment
                                End of      Expenses      Income     Portfolio
                      Total   Period (In   to Average   to Average   Turnover
Year Ended           Return    Millions)   Net Assets   Net Assets     Rate     
Oct. 31, 1998         +7.7%      $106         0.9%         7.4%       190.1%
Oct. 31, 1997 (b)     +4.9%        45         1.0%         7.7%        96.2%

*    Calculated on an annualized basis.
(a)  Information  presented  relates  to a share  of  capital  stock of the Fund
     outstanding for the entire period.
(b)  For the period from July 1, 1997  (commencement  of  operations) to October
     31, 1997. Total return and portfolio turnover rate are not annualized.

                       See Notes to Financial Statements.

                                                                              33



<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------
To the Shareholders and Board of Directors of the
Strong Income Funds

In our opinion, the accompanying statements of assets and liabilities, including
the schedules of  investments,  and the related  statements of operations and of
changes  in net assets  and the  financial  highlights  present  fairly,  in all
material respects, the financial position of Strong High-Yield Bond Fund, Strong
Short-Term  High  Yield  Bond Fund (two of the  portfolios  constituting  Strong
Income  Funds,  Inc.),  Strong  Corporate  Bond Fund,  Inc.,  Strong  Government
Securities  Fund,  Inc., and Strong  Short-Term  Bond Fund,  Inc. at October 31,
1998, the results of each of their operations,  the changes in each of their net
assets and the financial  highlights  for the periods  indicated,  in conformity
with generally accepted accounting  principles.  These financial  statements and
financial highlights  (hereafter referred to as "financial  statements") are the
responsibility  of the Funds'  management;  our  responsibility is to express an
opinion on these  financial  statements  based on our audits.  We conducted  our
audits of these  financial  statements in  accordance  with  generally  accepted
auditing  standards  which  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits,  which  included  confirmation  of  securities  at October  31,  1998 by
correspondence  with the custodian and brokers,  provide a reasonable  basis for
the opinion  expressed above.  

PricewaterhouseCoopers LLP 

Milwaukee, Wisconsin
December 8, 1998


34
<PAGE>

NOTES
- --------------------------------------------------------------------------------

                                                                              35
<PAGE>

NOTES
- --------------------------------------------------------------------------------

36
<PAGE>

                                    DIRECTORS
                                Richard S. Strong
                                 Willie D. Davis
                                 Stanley Kritzik
                                Marvin E. Nevins
                                 William F. Vogt

                                    OFFICERS
                    Richard S. Strong, Chairman of the Board
                          Mary F. Hoppa, Vice President
                         Thomas P. Lemke, Vice President
                         John S. Weitzer, Vice President
              Stephen J. Shenkenberg, Vice President and Secretary
                           Dana J. Russart, Treasurer

                               INVESTMENT ADVISOR
                         Strong Capital Management, Inc.
                    P.O. Box 2936, Milwaukee, Wisconsin 53201

                                   DISTRIBUTOR
                         Strong Funds Distributors, Inc.
                    P.O. Box 2936, Milwaukee, Wisconsin 53201

                                    CUSTODIAN
                              Firstar Trust Company
                    P.O. Box 701, Milwaukee, Wisconsin 53201

                  TRANSFER AGENT AND DIVIDEND-DISBURSING AGENT
                         Strong Capital Management, Inc.
                    P.O. Box 2936, Milwaukee, Wisconsin 53201

                             INDEPENDENT ACCOUNTANTS
                           PricewaterhouseCoopers LLP
              100 East Wisconsin Avenue, Milwaukee, Wisconsin 53202

                                  LEGAL COUNSEL
                              Godfrey & Kahn, S.C.
               780 North Water Street, Milwaukee, Wisconsin 53202
<PAGE>

For a prospectus containing more complete information, including management fees
and  expenses,  please  call  1-800-368-1030.  Please read it  carefully  before
investing or sending  money.  This report does not  constitute  an offer for the
sale of securities. Strong Funds are offered for sale by prospectus only.

 
                             [PICTURE OF TELEPHONE]
                        To order a free prospectus kit,
                              CALL 1-800-368-1030.

                         To learn more about our funds,
                          discuss an existing account,
                           or conduct a transaction,
                              CALL 1-800-368-3863.
                              --------------------

                                  If you are a
                            Financial Professional,
                              CALL 1-800-368-1683



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                   P.O. Box 2936 o Milwaukee, Wisconsin 53201
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