STRONG GOVERNMENT SECURITIES FUND INC
N-30D, 1995-02-21
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<PAGE>   1

 
<PAGE>   1


                                 ANNUAL REPORT

                                   THE STRONG

                                  INCOME FUNDS




                          [PHOTO OF ANONYMOUS WOMEN]


                      THE STRONG U.S. TREASURY MONEY FUND

                          THE STRONG MONEY MARKET FUND

                           THE STRONG ADVANTAGE FUND

                        THE STRONG SHORT-TERM BOND FUND

                     THE STRONG GOVERNMENT SECURITIES FUND

                             THE STRONG INCOME FUND






                                 [STRONG LOGO]

                                DECEMBER 31,1994
<PAGE>   2

                            SHAREHOLDER PRIVILEGES*

                               TELEPHONE PURCHASE
Make additional investments from $50 to $25,000 into any Strong Fund by calling
us toll-free at 1-800-368-3863.

                               TELEPHONE EXCHANGE
If your financial goals change, you can exchange between any of the Strong Funds
free of charge.

                              TELEPHONE REDEMPTION
You can call toll-free to redeem your mutual fund shares at any time. Your
shares will be redeemed no later than the close of the next business day.

                           AUTOMATIC INVESTMENT PLAN
This plan allows you to set up regular transfers from your bank checking or
NOW account to your Strong Funds account. The minimum amount per transfer is 
$50.

                          PAYROLL DIRECT DEPOSIT PLAN
You can automatically transfer all or a portion of your net pay at each pay
period. This eliminates the delay of depositing paychecks to your bank and then
sending a check through the mail to Strong Funds.

                            AUTOMATIC EXCHANGE PLAN
This plan allows you to exchange money from one Strong Fund to another. For
example, you may want to set up automatic exchanges from a money market fund to
an equity fund. The minimum amount per exchange is $50.

                         NO MINIMUM INVESTMENT PROGRAM
The Funds will waive the minimum initial investment for investors using the
Automatic Investment Plan.

For more information about these privileges, call us at 1-800-368-3863.

To reduce the volume of mail you receive, only one copy of certain materials,
such as prospectuses and shareholder reports, is mailed to your household.
Please call 1-800-368-3863 if you wish to receive additional copies, free of
charge.



*Each Fund reserves the right to terminate or modify any of these privileges.

 
<PAGE>   3
                              TABLE OF CONTENTS

<TABLE>

<S>                                                                                            <C>
MESSAGE FROM THE CHAIRMAN...................................................................    2
                                                                                                
                                                                                                
INVESTMENT REVIEWS                                                                              
                                                                                                
       The Strong U.S. Treasury Money Fund..................................................    4
                                                                                                
       The Strong Money Market Fund.........................................................    4
                                                                                                
       The Strong Advantage Fund............................................................    6
                                                                                                
       The Strong Short-Term Bond Fund......................................................    8
                                                                                            
       The Strong Government Securities Fund................................................   10
                                                                                               
       The Strong Income Fund...............................................................   12
                                                                                               
                                                                                               
FINANCIAL INFORMATION                                                                          
                                                                                               
       Historical Investment Returns........................................................   14
                                                                                               
       Historical Record....................................................................   15
                                                                                               
       Summary of Investments...............................................................   16
                                                                                               
       Schedules of Investments in Securities                                                  
                                                                                               
            The Strong U.S. Treasury Money Fund.............................................   17
                                                                                               
            The Strong Money Market Fund....................................................   17
                                                                                               
            The Strong Advantage Fund.......................................................   19
                                                                                               
            The Strong Short-Term Bond Fund.................................................   21
                                                                                               
            The Strong Government Securities Fund...........................................   24
                                                                                               
            The Strong Income Fund..........................................................   26
                                                                                               
       Statements of Operations.............................................................   28
                                                                                               
       Statements of Assets and Liabilities.................................................   29
                                                                                               
       Statements of Changes in Net Assets..................................................   31
                                                                                               
       Notes to Financial Statements........................................................   33
                                                                                               
                                                                                               
FINANCIAL HIGHLIGHTS........................................................................   37
                                                                                               
                                                                                               
REPORT OF INDEPENDENT ACCOUNTANTS...........................................................   40
                                                                                            
</TABLE>

<PAGE>   4
MESSAGE FROM THE CHAIRMAN

Dear Strong Funds Investor:

We are pleased to report that 1994, our twentieth year, was extremely 
successful. In a challenging investment environment, our results were, once
again, very satisfying, with many of our funds being among the top performers 
in their categories.

Mutual fund assets under management grew past $8 billion, and active accounts
passed the 500,000 mark.

Morningstar, Inc., a nationally recognized authority on mutual funds, assigns
"star" ratings to funds, with 1 star as the lowest rating and 5 stars the
highest. Of the twelve Strong Funds that Morningstar currently rates, all have
at least a 3-star rating, and many carry 4 or 5 stars. We believe this
objective, unbiased recognition of Strong Funds speaks extremely well for the
talent and strength of our firm's investment department.

[PHOTO OF RICHARD S. STRONG]

We are very encouraged by the shift that has occurred in the Congress as a
result of the 1994 elections. Looking ahead, we believe this sweeping change
will have a number of important implications. Among them:

- - - - Federal Reserve Board policies should be supported, not hampered, by Congress.

- - - - The U.S. dollar may once again become a bastion of stability and confidence.


                                       2
<PAGE>   5

- - - - Inflation should trend downward over time.

- - - - Entrepreneurial initiatives, investments and business should receive positive,
  rather than negative, legislative treatment.

With another year of solid investment results behind us and a favorable
investment climate ahead, we are very confident in our future growth potential.
To fully realize this potential, we forged ahead this past year and implemented
strategic actions aimed at providing you with superior investment results, a
wide and expanding range of investment products, and exceptional service.

First and foremost, our strategy relies on having very talented and dedicated
people who are deeply committed to you and the stewardship of your investments.
Our team enjoys a dynamic balance of successful and experienced portfolio
managers, combined with our own rising young talent. Simply put, we believe that
we have developed an excellent investment management team to serve you.

To further enhance the effectiveness of our entire organization, we made several
significant additions to our management and administrative capabilities in 1994.
We were very pleased to have John Dragisic join us as Vice Chairman. John brings
with him many successful years of general management experience and a unique
perspective on the company as a former member of the Strong Funds Board. Among
several other new positions, we were particularly pleased with the appointment
of Rochelle Lamm Wallach as President of Strong Advisory Services, a new unit
that will lead our efforts in today's critically important retirement and
financial intermediary markets. These appointments, and the others we have made
during the past year, will contribute greatly to the continued growth and
success we expect in our third decade.

These are important changes for you, because they not only strengthen the
management of your Fund's advisor, but they also make it possible for us to
continue building on our strengths with better service and a wider array of
investment alternatives.

With these vital resources now in place, we look forward to the coming year with
great confidence. We thank you for your continued support.

Sincerely,
/s/  RICHARD S. STRONG
Richard S. Strong

Chairman



                                       3
<PAGE>   6
THE STRONG U.S. TREASURY MONEY FUND & THE STRONG MONEY MARKET FUND

By investing exclusively in direct obligations of the U.S. government, the
Strong U.S. Treasury Money Fund seeks as high a level of current income as is
consistent with capital preservation and the maintenance of daily liquidity.

The Strong Money Market Fund seeks maximum current income consistent with
capital preservation and the maintenance of daily liquidity. It invests
exclusively in high quality corporate, bank, and government securities that
carry minimal credit risk.

<TABLE>
<CAPTION>
                        YIELD SUMMARY(1)
                         as of 12/30/94

                                 The Strong         The Strong
                                U.S. Treasury      Money Market
                                 Money Fund            Fund
<S>                               <C>                <C>
- - - ---------------------------------------------------------------
7-Day Current Yield                 4.70%              6.11%
- - - ---------------------------------------------------------------
7-Day Effective Yield               4.81%              6.29%
- - - ---------------------------------------------------------------
Average Maturity                  46 days            32 days
- - - ---------------------------------------------------------------
</TABLE>
                                     HIGHER
                              SHORT-TERM RATES...

In 1994, investors witnessed the first significant increases in short-term
interest rates since 1989. The Federal Reserve, responding to
faster-than-expected economic growth in the United States, rising commodity
price levels, and other inflation-inducing factors, raised the federal funds
rate throughout the year. These increases culminated in a 0.75% increase on
November 15, the biggest increase in more than 10 years. At year-end, the fed
funds rate stood at 5.5%.

                                ...LED TO HIGHER
                                MONEY FUND YIELDS

While the Federal Reserve's actions had a generally negative effect on
longer-term securities such as stocks and bonds, money market investors began to
benefit immediately. The seven-day effective yield of the Strong U.S. Treasury
Money Fund rose to 4.81% on December 30 from 2.97% at the beginning of the year.
Similarly, the Strong Money Market

[PHOTO OF ANONYMOUS BOY]

                                       4
<PAGE>   7


Fund's effective yield increased to 6.29% from 3.02% over the same period.

A portion of the Strong Money Market Fund's yield increase reflects our waiver
of all management fees and absorption of all Fund expenses, beginning on
December 7, 1994. This waiver-which will last at least until June 1, 1995-is
intended to make the Fund's competitive yield even more attractive.

Both Funds continued to perform well relative to their competition. Based on
total return for the year ended December 31, 1994, the Strong U.S. Treasury
Money Fund ranked #5 (top 6%) of all 86 U.S. Treasury money market funds tracked
by Lipper Analytical Services. The Strong Money Market Fund ranked #20 (top 8%)
of 247 general money market funds in 1994.(2)

                                  FURTHER RATE
                               INCREASES EXPECTED

Looking forward to 1995, we anticipate a continuation of solid economic growth
and consequent pressure on inflation. We therefore believe that further
tightening by the Federal Reserve is highly probable during the first two
quarters of 1995. In light of our outlook for higher short-term rates, we
continue to maintain relatively short average maturities in both Funds.

We appreciate your investment in the Strong money market funds. We are pleased
with the Funds' investment results this year, and we hope that your investment
has helped you achieve your financial goals.  We look forward to earning your
continued confidence.

[PHOTO OF JAY N. MUELLER]

Cordially,
/s/ JAY N. MUELLER
Jay N. Mueller

Portfolio Manager




(1) Yields are annualized for the 7-day period ended December 30, 1994. 
    Effective yields reflect the compounding of income. Investments in the
    Funds are neither insured nor guaranteed by the U.S. government. There can
    be no assurance that either Fund will be able to maintain its stable net
    asset value of $1.00 per share. Yields are historical and do not represent
    future yields, which will fluctuate. The Funds' advisor temporarily waived
    fees of 0.15% for the U.S. Treasury Money Fund, and waived all fees and
    absorbed all expenses for the Money Market Fund. Otherwise, the Funds'
    current yields would have been 4.55% and 5.30%, respectively, and their
    effective yields would have been 4.66% and 5.48%, respectively.
        
(2) Lipper Analytical Services, Inc. rankings are based on total return with
    dividends reinvested. All performance rankings are historical and do not
    represent future results. Additional rankings for periods ended December
    31, 1994 are as follows. For the Strong U.S. Treasury Money Fund since
    inception on 12/31/90, #1 of 39 (top 3%). For the Strong Money Market Fund
    since inception on 10/22/85, #6 of 110 (top 5%), and 5-year #12 of 170
    (top 7%). From time to time, the Funds' advisor has waived their management
    fees and absorbed Fund expenses, resulting in higher returns.
        

                                       5

<PAGE>   8
THE STRONG ADVANTAGE FUND

As of 12/30/94
- - - --------------
    30-DAY
  ANNUALIZED
    YIELD
    6.82%

   AVERAGE
 MATURITY(1)
   180 DAYS

   AVERAGE
   QUALITY
    RATING
      A


The Strong Advantage Fund seeks a high level of current income consistent with
minimum principal fluctuation.

                               1994: RISING RATES
                               AND FALLING PRICES

In 1994, investors witnessed the abrupt end of a bond market rally that started
in 1991. Interest rates rose substantially as the Federal Reserve, concerned by
accelerating economic growth and the prospect of higher inflation, repeatedly
boosted the federal funds rate. Though short-term rates tended to rise more
steeply than long-term rates, prices fell on bonds of all maturities. Almost all
of this decline occurred from February through May, after which bond prices
started to stabilize.

Despite the difficult environment for short-term bonds, we are pleased to report
that the Fund posted a positive total return of 3.56% for the year.

                              POSITIVE PERFORMANCE
                              IN A DIFFICULT YEAR

We anticipated an upward move in short-term rates as we entered 1994, based on
the economy's accelerating growth rate. We therefore positioned the Fund
defensively, with a relatively large percentage of assets in corporate bonds and
mortgage-backed securities. These instruments have typically outperformed
Treasuries in a rising interest rate environment. We also reduced the Fund's
average maturity from 329 days at the beginning of the year to 110 days at
mid-year to make the portfolio less sensitive to changes in interest rates.

[PHOTO OF ANONYMOUS GIRL]

While the magnitude of the market's decline generated a drop in share price
during the first six months of 1994, we produced enough income to achieve a
positive total return--a feat accomplished by relatively few bond funds during
that period. By year-end, the majority of the decline appeared to be over, and
we increased the Fund's maturity to help it capture yields that had risen to
levels that we believed were very attractive.

Overall, the Fund performed reasonably well versus its competition. Based on its
total return for calendar 1994, the Strong Advantage Fund was ranked #4 among
the 14 ultra-short obligation bond funds tracked by Lipper Analytical Services,
a respected mutual fund ranking service. For the 5-year and since inception
periods ended 12/31/94, Lipper ranked the Fund #1 of 8 funds and #1 of 6 funds,
respectively.(2)


                                       6
<PAGE>   9
<TABLE>
<CAPTION>
                      [Pie Chart]

                    ASSET ALLOCATION
          (based on net assets as of 12/31/94)
<S>                                                <C>
Corporate Bonds                                    54.1%
Non-Agency Mortgage-Backed Securities              33.4%
U.S. Gov't Agency Issues                            1.2%
Cash Equivalents                                   11.3%
</TABLE>

The Fund's asset allocation includes the effect of when-issued securities. It
does not reflect a short position of U.S. Treasury futures representing 8% of
net assets, which is intended to reduce the Fund's exposure to interest rate
fluctuations. Please see the Schedule of Investments in Securities for a
complete listing of the Fund's portfolio.

                            LOOKING FORWARD TO 1995

We enter 1995 with renewed optimism for the potential of ultra short-term bonds.
After the rate increases of 1994, short-term bond yields are now very
attractive. For example, 1-year T-bills at the start of 1994 yielded 3.59%. By
year-end they yielded 7.17%.(3)

We expect that the Federal Reserve's rate hikes will eventually help slow the
economy. In fact, we believe signs of economic deceleration could emerge as soon
as mid-1995, which should relieve the upward pressure on rates. If so, we may
increase our maturity to help lock in yields near the current level. Moreover,
with higher rates less likely, we may enjoy increased potential for relative
price stability.

[PHOTO OF JEFFREY A. KOCH]

Thank you for your investment in the Strong Advantage Fund. We appreciate your
continued confidence in our investment approach.

Sincerely,

/s/ JEFFREY A. KOCH
Jeffrey A. Koch
Portfolio Manager


<TABLE>
                        [Bar Graph]

                        GROWTH OF AN
                 ASSUMED $10,000 INVESTMENT
                 from 11/25/88 TO 12/31/94

                    The Strong             1-yr Treasury Bill
                  Advantage Fund
<S>                    <C>                       <C>
11/88                  10000                     10000
12/88                  10103                     10039
6/89                   10715                     10585
12/89                  11052                     11050
6/90                   11418                     11476
12/90                  11784                     12036
6/91                   12319                     12489
12/91                  13036                     13088
6/92                   13632                     13396
12/92                  14135                     13720
6/93                   14743                     13997
12/93                  15250                     14245
6/94                   15417                     14355
12/94                  15793                     14621
</TABLE>

<TABLE>
Caption>

             AVERAGE ANNUAL
             TOTAL RETURNS
            through 12/31/94
<S>                                <C>
Since inception on 11/25/88        7.78%
5-year                             7.40%
3-year                             6.60%
1-year                             3.56%
</TABLE>

This graph, provided in accordance with SEC regulations, compares a $10,000
investment in the Fund, made at its inception, with a similar investment in the
Salomon Brothers 1-Year Treasury Benchmark-on-the-Run Index ("1-Year Treasury
Bill"). To equalize the time periods, the Index's performance was prorated for
the month of November 1988. Results include the reinvestment of all dividends
and capital gains. Source for the index data is Micropal. Performance is
historical and does not represent future results. The Salomon Brothers 1-Year
Treasury Benchmark-on-the-Run Index is an unmanaged index generally
representative of the performance of a Treasury security with approximately one
year to maturity. Investment returns and principal value vary, and you may have
a gain or loss when you sell Fund shares. Please see the Historical Investment
Returns section for more information on the Fund's performance record.

(1) The Fund's average maturity includes the effect of when-issued securities 
    and futures contracts.

(2) The since inception ranking is based on performance from 11/30/88 to 
    12/31/94 for ultra-short obligation funds tracked by Lipper. Rankings are
    historical and do not represent future results. From time to time, the
    Fund's advisor has waived its management fee, which has resulted in higher
    returns.
        
(3) Source: Bloomberg Financial Services.


                                       7

<PAGE>   10
THE STRONG SHORT-TERM BOND FUND

As of 12/30/94
- - - --------------
    30-DAY
  ANNUALIZED
    YIELD
    8.25%

   AVERAGE
 MATURITY(1)
  2.6 YEARS

   AVERAGE
   QUALITY
    RATING
      A

The Strong Short-Term Bond Fund is managed to provide the highest level of
current income consistent with minimum fluctuation in principal value and
current liquidity. The Fund maintains a quality portfolio of at least 95%
investment-grade securities.

                            BONDS STRUGGLED IN 1994

The Federal Reserve raised short-term rates repeatedly in 1994, responding to
stronger-than-expected economic activity and the potential for higher inflation.
These increases tended to make yields on existing bonds less attractive, and
bond prices plunged, particularly at short maturities. By year-end, intermediate
(5-year) Treasuries had experienced their largest annual decline on record,
based on total return.

It is reasonable to ask why 1994 was especially difficult. After all, the bond
market has weathered rate increases before. However, in 1994, the price declines
brought on by rising rates were exacerbated by the low level of income being
generated by bonds going into the year. The income produced by a bond helps
offset declines in its price. As 1994 began, bond yields were low by historical
standards: around 4% for short-term bonds. As rates rose throughout the year,
the income being generated by most bonds was insufficient to make up for falling
prices, and the result was a negative total return for nearly all types of
bonds.

                                   A STRATEGY
                               EMPHASIZING INCOME

Our aim in 1994 was to sustain the Fund's income, consistent with keeping price
sensitivity to a minimum. The strategy we chose was to adjust the Fund's asset
mix and duration, based on our expectation of a narrowing of the spread between
long- and short-term rates. While spreads did close, the blistering pace that
short rates rose took many investors-including us-by surprise. On January 31,
3-month T-bills yielded 2.97%. Three months

<TABLE>
<CAPTION>
                 GROWTH OF AN
          ASSUMED $10,000 INVESTMENT
           from 8/31/87 to 12/31/94

         The Strong Short-Term    Short-Term
               Bond Fund          Bond Index

<S>              <C>                <C>
8/87             10000              10000
12/87            10318              10299
12/88            11362              10957
12/89            12295              12154
12/90            12945              13332
12/91            14837              14914
12/92            15827              15877
12/93            17302              16773
12/94            17023              16872
</TABLE>

<TABLE>

              AVERAGE ANNUAL 
              TOTAL RETURNS  
             through 12/31/94
<S>                                 <C>
Since inception on 8/31/87           7.52%
5-year                               6.72%
3-year                               4.69%
1-year                              -1.62%
</TABLE>

(1) The Fund's average maturity includes the effect of futures contracts.

(2) Source: Bloomberg Financial Services.

                                       8

<PAGE>   11

later, they yielded 3.87%...a boost in yield of nearly one-third. By the end of
the year, T-bills' yields had nearly doubled.(2)

To make the portfolio less sensitive to interest rate changes, we maintained a
modest duration through most of the year. We also emphasized mortgage-backed
instruments and corporate bonds, which generally offered a yield advantage over
Treasuries and, we believed, a better value.

At mid-year, we concluded that the majority of the market's turbulence had
passed, and that the Fed's actions would, at some point, begin to slow the
economy and ease upward pressure on rates. We therefore began to extend the
Fund's maturity, adopting a more neutral posture in order to capture yields that
we believed were quite attractive.

<TABLE>
<CAPTION>
                     [Pie Chart]

                   ASSET ALLOCATION
         (based on net assets as of 12/31/94)

<S>                                              <C>
Corporate Bonds including Convertibles           44.8%
Non-Agency Mortgage-Backed Securities            25.0%
U.S. Gov't Agency Issues                         18.8%
Cash Equivalents                                  9.1%
Preferred Stocks & Common Stock Warrants          2.3%
</TABLE>

The Fund's asset allocation does not reflect a short position of U.S. Treasury
futures representing 13% of net assets, which is intended to reduce the Fund's
exposure to interest rate fluctuations.  Please see the Schedule of Investments
in Securities for a complete listing of the Fund's portfolio.

Although our performance improved during the last six months of 1994, we were
unable to overcome the declines generated by rising short-term rates during the
first half of the year. Thus, the Fund's total return for 1994 was -1.62%. We
are disappointed that we could not achieve a positive total return for the year.
However, to do so in 1994's difficult market would have meant substantially
reducing the Fund's maturity and slashing its income level, which we felt was
not in the best interests of our shareholders, particularly since income tends
to account for most of the Fund's total return.

                              OPPORTUNITY IN 1995

We look forward to 1995 with increased optimism. While the Federal Reserve is
likely to raise short-term rates at least once more, we believe that such an
event is already priced into the market. Therefore, we intend to maintain a
neutral stance through the first quarter of 1995. After that, we may see some
signs that the economy is slowing in response to the Fed's rate hikes. If so,
short-term bonds would offer not only higher yields than they did just one year
ago, but also increased opportunity for capital gains if rates begin to fall.
Within this scenario, we believe that short-term bonds currently offer
conservative investors an attractive opportunity.

[PHOTO OF BRADLEY C. TANK]

We appreciate your investment in the Strong Short-Term Bond Fund, and we will do
our best to earn your continued confidence.

Sincerely,

/s/ BRADLEY C. TANK
Bradley C. Tank
Portfolio Manager


                                       9
<PAGE>   12
THE STRONG GOVERNMENT SECURITIES FUND

As of 12/30/94
- - - --------------
    30-DAY
  ANNUALIZED
    YIELD
    7.41%

   AVERAGE
  MATURITY(1)
  7.5 YEARS

   AVERAGE
   QUALITY
    RATING
     AAA


The Strong Government Securities Fund seeks a high level of current income from
a diversified portfolio composed primarily of U.S. government securities. The
majority of the investments in the Fund are issued or guaranteed as to the
timely payment of principal and interest by the United States government, its
agencies or its instrumentalities. While the government guarantees individual
securities in the Fund, it does not guarantee the Fund's share price.

                               1994: A YEAR BOND
                                INVESTORS WOULD
                                 RATHER FORGET

In 1994, bond investors witnessed an unusually rapid and extensive increase in
short-term rates. The Federal Reserve, concerned about the economy's strong
growth and the prospect of higher inflation, hiked the federal funds rate from
3.0% at the beginning of the year to 5.5% at year-end. Rates rose across the
entire spectrum of maturities, with short-term rates generally rising more than
long-term rates.

With these higher rates, of course, came lower bond prices. Specific to the U.S.
government securities market, mortgage-backed securities tended to decline less
than similar-maturity Treasuries, although both posted negative total returns
for the year. Bond prices leveled off at mid-year, then traded in a narrow range
through year-end as investors gained confidence that the majority of the
declines had passed.

                             A CAUTIOUS INVESTMENT
                                    APPROACH

Going into 1994, we believed the economy's relatively strong growth would prompt
a rise in short-term rates. We therefore structured the Fund defensively,
lowering its duration to decrease its sensitivity to interest rate changes. We
also progressively raised the

<TABLE>
<CAPTION>
                       GROWTH OF AN
                ASSUMED $10,000 INVESTMENT
                from 10/29/86 to 12/31/94



          The Strong Government    Salomon Brothers Broad
             Securities Fund       Investment-Grade Bond
                                          Index

<S>              <C>                      <C>
10/86            10000                    10000
12/86            10218                    10195
12/87            10572                    10459
12/88            11683                    11295
12/89            12836                    12926
12/90            13953                    14101
12/91            16278                    16352
12/92            17781                    17593
12/93            20044                    19337
12/94            19364                    18787
</TABLE>

<TABLE>

            AVERAGE ANNUAL 
            TOTAL RETURNS
           through 12/31/94

<S>                            <C>
Since inception on 10/29/86     8.42%
5-year                          8.57%
3-year                          5.96%
1-year                         -3.39%
</TABLE>

This graph, provided in accordance with SEC regulations, compares a $10,000
investment in the Fund, made at its inception, with a similar investment in the
Salomon Brothers Broad Investment-Grade Bond Index. To equalize the time
periods, the Index's performance was prorated for the month of October 1986.
Results include the reinvestment of all dividends and capital gains. Source for
the index data is Micropal. Performance is historical and does not represent
future results. The Salomon Brothers Broad Investment-Grade Bond Index is an
unmanaged, market-capitalization weighted index generally representative of
government, mortgage, and investment-grade corporate securities. Investment
returns and principal value vary, and you may have a gain or loss when you sell
Fund shares. Please see the Historical Investment Returns section for more
information on the Fund's performance record.


(1) The Fund's average maturity includes the effect of when-issued securities.

(2) Rankings are historical and do not represent future results.  From time to
    time, the Fund's advisor has waived its management fee and absorbed Fund
    expenses, which has resulted in higher returns.


                                       10
<PAGE>   13


Fund's cash position through the first quarter, to help limit its exposure to
declining bond prices.

We maintained this defensive stance until mid-year, when we believed the
majority of the market turbulence was behind us. We subsequently extended the
portfolio's duration, primarily by increasing the Fund's weighting in mortgages.
These securities appeared attractively priced following the correction, and we
believed they offered a compelling income advantage over Treasuries. We further
extended the portfolio's duration in the fourth quarter as market conditions
improved.

These strategies helped the Fund perform reasonably well in 1994. It ranked in
the top third of general U.S. government funds tracked by Lipper Analytical
Services, based on total return for calendar year 1994, even though its total
return was -3.39%. For the 1-year and 5-year periods ended 12/31/94, the Fund
was ranked #45 of 145 funds, and #1 of 77 funds, respectively. From its
inception through 12/31/94, the Fund was ranked #1 of 48 funds.(2)


<TABLE>
<CAPTION>
                  [Pie Chart]

               ASSET ALLOCATION
     (based on net assets as of 12/31/94)

<S>                                        <C>
U.S. Gov't & Agency Issues                 71%
Cash Equivalents                           11%
Corporate Bonds                             9%
Municipal Bonds                             5%
Preferred Stocks & Warrants                 4%
</TABLE>

This allocation includes the effect of when-issued securities. The U.S. Gov't &
Agency Issues category does not reflect short-term government issues. Please see
the Schedule of Investments in Securities for a complete listing of the Fund's
portfolio.

                            BETTER POTENTIAL IN 1995

Last year at this time, we were cautious regarding the coming year because of
our expectation of higher rates. This year, our outlook is far more positive for
several reasons.

- - - - Yields on intermediate bonds currently represent an attractive opportunity. At
  some point, the Federal Reserve's rate hikes will make their presence felt in
  the economy. We expect that economic indicators may begin to suggest a
  deceleration in mid-1995. If so, upward pressure on rates may subside, 
  allowing investors to reap the attractive yields that long-term bonds 
  currently offer, plus benefit from capital appreciation if interest rates 
  begin to move lower.

[PHOTO OF BRADLEY C. TANK]

- - - - Opportunity in the mortgage-backed market. Following the rate increases in
  1994, we believe mortgage-backed instruments--which this Fund currently
  emphasizes--offer a compelling yield advantage over similar maturity 
  Treasuries and high-grade corporate bonds.

- - - - If short rates fall, long rates may follow. Because the market tends to look
  past near-term concerns, long-term rates typically move before short-term
  rates. For example, long rates began to rise in late 1993, while short rates
  didn't begin to rise until February of 1994. If short rates reach a peak in
  mid-1995 as we expect, that would suggest that long-rates may currently be
  near their high. If so, now may be an optimal time to invest  in longer       
  maturity instruments.
        
We appreciate your investment in the Strong Government Securities Fund, and look
forward to earning your continued confidence.

Sincerely,

/s/ BRADLEY C. TANK
Bradley C. Tank
Portfolio Manager


                                       11
<PAGE>   14
THE STRONG INCOME FUND

As of 12/30/94
- - - --------------
    30-DAY
  ANNUALIZED
    YIELD
    8.85%

   AVERAGE
  MATURITY*
  11.5 YEARS

   AVERAGE
   QUALITY
    RATING
     BBB


The most aggressive of our fixed income funds, the Strong Income Fund pursues a
high level of current income from a diversified portfolio of fixed income
securities and dividend-paying common stocks.

                                RISING RATES PUT
                            PRESSURE ON BOND PRICES

Like all major classes of domestic bonds, corporate bonds-the current focus of
this Fund-experienced a difficult year in 1994. Interest rates rose and bond
prices fell across all maturities as the Federal Reserve, in an effort to slow
economic growth and reduce the potential for higher inflation, repeatedly
boosted the federal funds rate. The majority of the price decline occurred
between February and May. Thereafter, yields on longer-maturity bonds leveled
off and prices stayed within a fairly narrow range until year end.

                               A STRATEGY SUITED
                                 TO THE CLIMATE

Going into 1994, the economy's continued steady growth led us to expect higher
rates. Accordingly, we had increased the portfolio's cash position as a
defensive measure. To help mitigate the impact of rising rates through the
February-May correction, we also incrementally decreased the portfolio's
duration.

In late April and early May, we concluded that the turbulence had largely run
its course, and we began to slowly re-extend the portfolio's duration to a more
neutral position, and to put more assets to work in the corporate bond market at
higher yields.

Our purchases reflected our distinctive investment approach. As an aspect of our
current strategy, we use credit research to identify BB-rated corporate bonds
that we believe may be upgraded to BBB (investment grade) status, resulting in
increased capital appreciation potential in addition to attractive income. Such
issues purchased in 1994 included Revco, Chrysler, GNS Finance and Joy
Technology.

                               SOLID PERFORMANCE

Our strategy during the year helped the Fund perform well relative to its
benchmarks. The Fund's total return for 1994 was -1.31%, versus -3.29% for the
Salomon Brothers BBB-rated Corporate Bond Index, and -4.46% for Lipper's
BBB-rated corporate debt category average.

[PHOTO OF ANONYMOUS CHILDREN]

                                      12
<PAGE>   15
<TABLE>
<CAPTION>

                  [Bar Graph]

                ASSET ALLOCATION
      (based on net assets as of 12/31/94)
<S>                                        <C>
Corporate Bonds                            80.7%
Cash Equivalents                            5.0%
U.S. Gov't Agency Issues                    4.3%
Municipal Bonds                             4.2%
Non-Agency Mortgage-Backed Securities       4.0%
Preferred Stocks                            1.6%
Stock Warrants                              0.2%
</TABLE>

The Fund's asset allocation does not reflect a net long position of U.S.
Treasury futures representing 1.3% of net assets, which is intended to increase
the Fund's participation in the bond market. Please see the Schedule of
Investments in Securities for a complete listing of the Fund's portfolio.


                                    OUTLOOK

We expect 1995 will be much more favorable for income investors. Yields are now
significantly higher than they were a year ago, while the correction in 1994 has
returned prices to a more sustainable level. Corporate bonds in particular may
offer a compelling opportunity. Because corporate bonds have performed well
since 1991, we don't expect a big rally. However, the correction in the first
half of 1994 may help limit downside from current prices. If economic growth
remains strong enough to permit companies to maintain their cash flows,
investors could reap coupons that are significantly higher than those of a year
ago, while corporate bond prices remain relatively stable--a scenario far
superior to that of 1994.

[PHOTO OF JEFFREY A. KOCH]

Thank you for your investment in the Strong Income Fund.

Sincerely,

/s/ JEFFREY A. KOCH
Jeffrey A. Koch
Portfolio Manager

<TABLE>
<CAPTION>

   GROWTH OF AN ASSUMED $10,000 INVESTMENT
          from 12/12/85 to 12/31/94

                             Salomon Brothers
                                 BBB-rated
            The Strong        Corporate Bond
            Income Fund           Index
<S>            <C>                <C>
12/85          10000              10000
12/86          13399              11827
12/87          13997              12278
12/88          15745              13593
12/89          15800              15361
12/90          14816              16220
12/91          17013              19412
12/92          18612              21310
12/93          21732              24149
12/94          21447              23353
</TABLE>

<TABLE>

              AVERAGE ANNUAL 
              TOTAL RETURNS
             through 12/31/94
<S>                                 <C>
Since inception on 12/12/85          8.79%
5-year                               6.30%
3-year                               8.03%
1-year                              -1.31%
</TABLE>

This graph, provided in accordance with SEC regulations, compares a $10,000
investment in the Fund, made at its inception, with a similar investment in the
Salomon Brothers BBB-rated Corporate Bond Index. To equalize the time periods,
the Index's performance was prorated for the month of December 1985. Results
include the reinvestment of all dividends and capital gains. Performance is
historical and does not represent future results. The Salomon Brothers BBB-rated
Corporate Bond Index is an unmanaged, market capitalization-weighted index
generally representative of the performance of BBB-rated corporate bonds.
Investment returns and principal value vary, and you may have a gain or loss
when you sell Fund shares. Please see the Historical Investment Returns section
for more information on the Fund's performance record.

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

                                       13
<PAGE>   16

HISTORICAL INVESTMENT RETURNS(1)
- - - --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                     Strong            Strong
                                    Strong       Short-Term Bond     Government         Strong
                                Advantage Fund        Fund         Securities Fund    Income Fund
                                --------------   ---------------   ---------------    -----------
<S>                               <C>              <C>               <C>               <C>
1985                                  --               --               --             +  3.0%(2)
1986                                  --               --            +  2.2%(2)        + 30.0%
1987                                  --           +  3.2%(2)        +  3.4%           +  4.5%
1988                              +  1.0%(2)       + 10.1%           + 10.5%           + 12.5%
1989                              +  9.4%          +  8.2%           +  9.9%           +  0.4%
1990                              +  6.6%          +  5.3%           +  8.7%           -  6.2%
1991                              + 10.6%          + 14.6%           + 16.7%           + 14.8%
1992                              +  8.4%          +  6.7%           +  9.2%           +  9.4%
1993                              +  7.9%          +  9.3%           + 12.7%           + 16.8%
1994                              +  3.6%          -  1.6%           -  3.4%           -  1.3%
Since Inception                   + 57.9%          + 70.2%           + 93.6%           +114.5%
  Average Annual Total Return
    -- One-Year Period Ended
       December 31, 1994          +  3.6%          -  1.6%           -  3.4%           -  1.3%
    -- Five-Year Period Ended
       December 31, 1994          +  7.4%          +  6.7%           +  8.6%           +  6.3%
    -- Inception Date to
       December 31, 1994(2)       +  7.8%          +  7.5%           +  8.4%           +  8.8%
</TABLE>

YIELD INFORMATION(1)
- - - --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                              Strong U.S.
                                                                            Treasury Money       Strong Money
                                                                                Fund(3)         Market Fund(3)
                                                                            --------------      --------------

<S>                                                                              <C>                <C>
Annualized for the 7-Day Period Ended December 30, 1994
    Current Yield                                                                4.70%              6.11%
    Effective Yield                                                              4.81%              6.29%
</TABLE>

<TABLE>
<CAPTION>
                                                               Strong            Strong
                                              Strong       Short-Term Bond     Government           Strong
                                          Advantage Fund        Fund         Securities Fund      Income Fund
                                          --------------   ---------------   ---------------      -----------
<S>                                           <C>               <C>              <C>                <C>
Annualized for the 30-Day Period Ended
  December 30, 1994                           6.82%             8.25%            7.41%              8.85%

<FN>
(1) All performance is historical and does not represent future results. Investment returns and principal 
    value of Strong Advantage Fund, Strong Short-Term Bond Fund, Strong Government Securities Fund, and Strong 
    Income Fund will vary, and there may be a gain or loss when you sell shares. Returns assume reinvestment of 
    all dividend and capital gains distributions.
(2) Respective inception dates are November 25, 1988 for Strong Advantage Fund; August 31, 1987 for Strong 
    Short-Term Bond Fund; October 29, 1986 for Strong Government Securities Fund; and December 12, 1985 for 
    Strong Income Fund.
(3) An investment in the Strong U.S. Treasury Money Fund or the Strong Money Market Fund is neither insured 
    nor guaranteed by the U.S. government and there can be no assurance that the Fund will be able to maintain 
    a stable net asset value of $1.00 per share.  Yields vary. Effective yield assumes reinvestment of income. 
    At December 31, 1994, the Advisor was temporarily waiving fees of .15% for the Strong U.S. Treasury Money 
    Fund. Otherwise, the current and effective yields would have been 4.55% and 4.66%, respectively. At December 
    31, 1994, the Advisor was temporarily waiving fees of .50% and absorbing expenses of .31% for the Strong 
    Money Market Fund. Otherwise, the current and effective yields would have been 5.30% and 5.48%, respectively.
</TABLE>

                                          14
<PAGE>   17

HISTORICAL RECORD
- - - --------------------------------------------------------------------------------

The following table illustrates an assumed $10,000 investment in each Strong 
Income Fund on the date of the initial public offering, with income dividends
and capital gains distributions reinvested in additional shares.

<TABLE>                              
<CAPTION>                                                                       Growth of        
                                 Net Asset     Capital Gains      Income        An Initial        
                                 Value Per     Distributions    Dividends        $10,000          
                                   Share         Per Share      Per Share       Investment        
- - - ------------------------------------------------------------------------------------------
<S>                                <C>            <C>           <C>              <C>
Strong U.S. Treasury Money Fund:               
   *December 30, 1990              $ 1.00                        $  --           $10,000
    December 31, 1991                1.00                          .06            10,576
    December 31, 1992                1.00                          .04            10,969
    December 31, 1993                1.00                          .03            11,287
    December 31, 1994                1.00                          .04            11,721
                                                                       
Strong Money Market Fund:                                              
   *October 22, 1985               $ 1.00                        $  --           $10,000
    December 31, 1985                1.00                          .02            10,153
    December 31, 1986                1.00                          .06            10,809
    December 31, 1987                1.00                          .06            11,497
    December 31, 1988                1.00                          .07            12,359
    December 31, 1989                1.00                          .09            13,500
    December 31, 1990                1.00                          .08            14,597
    December 31, 1991                1.00                          .06            15,481
    December 31, 1992                1.00                          .03            16,061
    December 31, 1993                1.00                          .03            16,529
    December 31, 1994                1.00                          .04            17,192
                                                                       
Strong Advantage Fund:                                                 
   *November 25, 1988              $ 9.99         $  --          $  --           $10,000
    December 31, 1988               10.00            --            .09            10,103
    December 31, 1989                9.87            --           1.03            11,052
    December 31, 1990                9.67            --            .83            11,784
    December 31, 1991                9.90            --            .76            13,036
    December 31, 1992               10.01            --            .70            14,135
    December 31, 1993               10.19            --            .59            15,250
    December 31, 1994                9.98           .02            .55            15,793
                                                                       
Strong Short-Term Bond Fund:                                           
   *August 31, 1987                $10.00         $  --          $  --           $10,000
    December 31, 1987               10.03           .01            .27            10,318
    December 31, 1988               10.09           .07            .86            11,362
    December 31, 1989                9.86           .05            .99            12,295
    December 31, 1990                9.53            --            .81            12,944
    December 31, 1991               10.12            --            .75            14,836
    December 31, 1992                9.99           .02            .76            15,826
    December 31, 1993               10.23            --            .67            17,302
    December 31, 1994                9.42            --            .65            17,023
</TABLE>                                                          
                              
*Date of Initial Public Offering

                                          15




                    
                    
                    
                    
                    
<PAGE>   18
HISTORICAL RECORD (continued)
- - - --------------------------------------------------------------------------------
<TABLE>                                                  
<CAPTION>                                                                     Growth of   
                                    Net Asset   Capital Gains     Income      An Initial  
                                    Value Per   Distributions    Dividends     $10,000  
                                      Share       Per Share      Per Share    Investment 
- - - ----------------------------------------------------------------------------------------
<S>                                 <C>             <C>            <C>          <C>
Strong Government Securities Fund:                                            
   *October 29, 1986                $10.00          $  --          $  --        $10,000
    December 31, 1986                10.09             --            .13         10,218
    December 31, 1987                 9.75             --            .65         10,569
    December 31, 1988                 9.98            .09            .68         11,682
    December 31, 1989                10.08            .07            .78         12,835
    December 31, 1990                10.10            .10            .72         13,953
    December 31, 1991                10.77            .17            .77         16,277
    December 31, 1992                10.39            .49            .80         17,780
    December 31, 1993                10.61            .41            .66         20,043
    December 31, 1994                 9.63             --            .62         19,364
                                                                              
Strong Income Fund:                                                           
   *December 12, 1985               $10.00          $  --          $  --        $10,000
    December 31, 1985                10.30             --             --         10,300
    December 31, 1986                12.65             --            .71         13,394
    December 31, 1987                11.64            .04           1.53         13,997
    December 31, 1988                11.88             --           1.17         15,745
    December 31, 1989                10.57             --           1.40         15,801
    December 31, 1990                 8.87             --           1.06         14,816
    December 31, 1991                 9.37             --            .76         17,013
    December 31, 1992                 9.40             --            .82         18,612
    December 31, 1993                10.24             --            .70         21,732
    December 31, 1994                 9.36             --            .74         21,447
</TABLE>                                                                      
                                                                                
*Date of Initial Public Offering


SUMMARY OF INVESTMENTS
- - - --------------------------------------------------------------------------------
December 31, 1994

<TABLE>
<CAPTION>
                                                                                      ($ In Thousands)

                                                                                 Strong            Strong Short-Term
                                                                            Advantage Fund*           Bond Fund*
                                                                          --------------------    -------------------
<S>                                                                       <C>             <C>     <C>            <C>
Corporate Bonds including Convertibles                                    $492,522         54%    $  466,551      45%
Non-Agency Mortgage-Backed Securities                                      304,027         34        260,001      25
United States Government and Agency Issues                                  10,526          1        195,836      19
Preferred Stocks and Warrants                                                   --         --         24,158       2
Cash Equivalents and Other Assets and Liabilities, Net                     103,433         11         94,535       9
                                                                          --------        ----    ----------     ----
Net Assets                                                                $910,508        100%    $1,041,081     100%
                                                                          ========        ====    ==========     ====
</TABLE>

<TABLE>
<CAPTION>
                                                                            Strong Government          Strong
                                                                             Securities Fund         Income Fund*
                                                                          --------------------    -------------------
<S>                                                                       <C>             <C>     <C>            <C>
Corporate Bonds                                                           $ 26,201          9%    $   99,446      81%
Non-Agency Mortgage-Backed Securities                                           --         --          4,905       4
Municipal Bonds                                                             13,068          5          5,211       4
United States Government and Agency Issues**                               196,437         71          5,359       4
Preferred Stocks and Warrants                                               10,000          4          2,304       2
Cash Equivalents and Other Assets and Liabilities, Net                      31,126         11          6,080       5
                                                                          --------        ----    ----------     ----
Net Assets                                                                $276,832        100%    $  123,305     100%
                                                                          ========        ====    ==========     ====
<FN>
 *The Advantage Fund and Short-Term Bond Fund asset allocations do not reflect a net short position of U.S. Treasury 
  futures representing 8%  and 13%, respectively, of the net assets of the Funds, which is intended to reduce the Fund' 
  exposure to interest rate fluctuations. The Income Fund' asset allocation does not reflect a net long position of U.S. 
  Treasury futures representing 1% of net assets, which is intended to increase the Fund' participation in the bond market. 
  (See Note 2(D) in the Notes to Financial Statements.)

**The Strong Government Securities Fund asset allocation for United States Government and Agency Issues does not reflect 
  short-term government issues.
</TABLE>


                                          16
<PAGE>   19

SCHEDULE OF INVESTMENTS IN SECURITIES                       December 31, 1994
- - - --------------------------------------------------------------------------------
STRONG U.S. TREASURY MONEY FUND
<TABLE>
<CAPTION>
                                                Principal     Yield to     Maturity     Amortized
Security                                         Amount       Maturity     Date***       Cost(a)
- - - --------------------------------------------------------------------------------------------------
<S>                                            <C>              <C>        <C>         <C>
UNITED STATES TREASURY BILLS 100.4%*
                                               $    35,000      5.25%      01/26/95    $    34,883
                                                14,580,000      5.32       02/02/95     14,515,426
                                                26,530,000      4.89       02/09/95     26,396,571
                                                10,000,000      5.15       02/16/95      9,937,056
                                                    35,000      5.49       02/23/95         34,728
                                                15,000,000      5.20       03/02/95     14,874,212
                                                 1,800,000      5.32       03/09/95      1,782,710
                                                   245,000      5.30       07/27/95        237,606
                                                                                       -----------
TOTAL INVESTMENTS IN SECURITIES 100.4%*                                                 67,813,192
Other Assets and Liabilities, Net(0.4%*)                                                  (286,151)
                                                                                       -----------
NET ASSETS 100.0%*                                                                     $67,527,041
                                                                                       ===========

- - - --------------------------------------------------------------------------------------------------
</TABLE>

STRONG MONEY MARKET FUND


<TABLE>
<CAPTION>
                                                Principal    Yield to     Maturity     Amortized
Security                                         Amount      Maturity     Date***       Cost(a)
- - - --------------------------------------------------------------------------------------------------
<S>                                            <C>              <C>        <C>         <C>
CORPORATE OBLIGATIONS 9.0%*
Discover Credit Corporation
 Medium Term Notes,
  Tranche #67, 6.89%                           $ 2,000,000      6.92%      04/27/95    $ 1,999,790
General Motors Corporation
 Medium Term Notes:
  Tranche #622, 6.35%                            3,000,000      5.61       01/13/95      3,000,840
  Tranche #293, 8.90%                            3,000,000      6.12       01/17/95      3,004,053
  Tranche #306, 9.00%                            2,640,000      6.04       01/23/95      2,645,069
  Tranche #147, 6.65%                            3,000,000      5.62       02/10/95      3,003,490
Greyhound Financial Corporation
 Medium Term Notes,
  Tranche #28, 4.625%                            1,000,000      5.70       04/19/95        996,835
Interco, Inc. Secured Notes,
 Series A, 10.00%                                6,229,000      7.50       06/01/95      6,292,203
Martin Marietta Notes, 9.50%                     3,000,000      7.03       05/15/95      3,027,012
Merrill Lynch & Company, Inc.
 Notes, 6.75%                                    1,000,000      6.63       03/15/95      1,000,248
Salomon, Inc. Medium Term Notes, 5.472%          5,000,000      5.47       02/22/95      4,962,000
Sears Roebuck & Company Medium Notes,
 Tranche #290, 6.32%                             3,000,000      7.23       06/12/95      2,988,120
Times Mirror Company Notes, 8.875%              15,500,000      6.70       02/01/95     15,529,699

                                                                                       -----------
Total Corporate Obligations                                                             48,449,359

CORPORATE COMMERCIAL PAPER 50.9%*
A.H. Food Products, Inc.                         4,600,000      6.10       02/07/95      4,572,719
American Brands, Inc.                            5,900,000      5.55       01/19/95      5,885,447
American Home Products Corporation               3,500,000      5.90       01/04/95      3,499,426
                                                 3,500,000      6.00       01/10/95      3,495,917
                                                 4,200,000      6.02       01/11/95      4,194,381
American Honda Finance, Inc.                     6,500,000      5.60       01/18/95      6,484,833
                                                 9,000,000      5.84       01/24/95      8,969,340
CBS, Inc.                                        2,900,000      5.80       01/25/95      2,889,721
CSC Enterprises                                 10,000,000      6.10       01/13/95      9,983,056
Coca Cola Enterprises, Inc.                      3,600,000      6.02       01/04/95      3,599,398
                                                 5,000,000      6.12       02/03/95      4,973,650
                                                 1,215,000      6.10       02/14/95      1,206,353
Countrywide Funding Corporation                  6,900,000      6.10       01/04/95      6,898,831
Duracell, Inc.                                   5,000,000      6.25       02/23/95      4,955,729
Electronic Data Systems Corporation             11,700,000      5.47       01/09/95     11,689,343
                                                 3,000,000      5.50       01/11/95      2,996,333
                                                 4,000,000      5.53       01/17/95      3,991,398
                                                 2,500,000      6.00       02/16/95      2,481,667
Fleetwood Credit Corporation                     3,575,000      5.60       01/05/95      3,573,888
                                                12,000,000      5.55       01/06/95     11,994,450
                                                 1,000,000      5.60       01/12/95        998,600
                                                 6,000,000      5.65       01/24/95      5,980,225
Greyhound Financial Corporation                  2,500,000      5.55       01/12/95      2,496,531
                                                 7,500,000      5.50       01/20/95      7,480,521
                                                 7,500,000      5.50       01/25/95      7,474,792
                                                 5,000,000      5.50       01/26/95      4,982,431
                                                 2,000,000      6.00       01/30/95      1,991,000
Harley-Davidson Dealer Funding Corporation       3,200,000      6.02       01/05/95      3,198,930
ITT Corporation                                  4,000,000      6.05       01/03/95      4,000,000
                                                 5,200,000      5.70       01/19/95      5,186,827
                                                 6,500,000      6.00       01/23/95      6,478,333
                                                 7,000,000      6.13       02/06/95      6,959,507
                                                 3,000,000      6.15       02/06/95      2,982,575
</TABLE>


                      See notes to financial statements.
                                       
                                      17
<PAGE>   20
SCHEDULE OF INVESTMENTS IN SECURITIES (continued)              December 31, 1994
- - - --------------------------------------------------------------------------------
STRONG MONEY MARKET FUND (continued)


<TABLE>
<CAPTION>     
                                               Principal    Yield to     Maturity       Amortized  
Security                                         Amount     Maturity     Date***         Cost(a)  
- - - -------------------------------------------------------------------------------------------------- 
<S>                                           <C>              <C>        <C>         <C>         
LOCAP, Inc.                                   $ 6,000,000      6.05%      01/17/95    $  5,985,883
                                                4,021,000      6.15       01/26/95       4,005,201
Mercury Finance Corporation                     1,775,000      6.15       01/09/95       1,773,181
                                                6,000,000      5.55       01/11/95       5,992,600
                                                6,200,000      6.35       01/27/95       6,173,753
                                                3,309,000      6.10       01/30/95       3,293,862
Michigan Underground Storage Tank                                                                 
 Financial Assurance Authority                                                                    
  Discounted Notes                              8,000,000      6.40       01/11/95       7,988,622
Modesto, California District Irrigation                                                           
 Authority                                     18,300,000      6.45       02/14/95      18,162,292
Northern Indiana Public Service Company        11,000,000      5.85       01/17/95      10,974,975
Plaquemines Parish Louisiana                                                                      
 Environmental Revenue                          9,100,000      6.25       01/12/95       9,100,000
Sotheby's, Inc.                                 9,000,000      6.10       01/18/95       8,977,125
                                                2,500,000      6.20       01/20/95       2,492,681
                                                4,000,000      6.15       01/27/95       3,983,600
Southwestern Bell Telephone Company                   700      5.71     Upon Demand            700
U. S. Bancorp                                   5,700,000      5.50       01/05/95       5,698,258
Whirlpool Financial Corporation                 5,000,000      5.45       01/09/95       4,995,458
                                                1,500,000      5.48       01/12/95       1,497,945
                                                5,300,000      5.45       01/18/95       5,287,965
Wisconsin Electric Power Company                  168,200      5.77     Upon Demand        168,200
                                                                                      ------------
Total Corporate Commercial Paper                                                       275,098,453
                                                                                                  
CORPORATE FLOATING RATE NOTES 9.3%*                                                               
Bear Stearns Companies, Inc.                                                                      
 Medium Term Notes,                                                                               
  Tranche #00264                               10,000,000      6.10       08/25/95      10,000,000
Beta Finance, Inc. Medium Term Notes           10,000,000      6.17       03/30/95      10,002,085
Goldman Sachs & Company                                                                           
  (Acquired 4/06/94; Cost $10,000,000)(r)      10,000,000      6.37       04/13/95      10,000,000
Salomon, Inc. Medium Term Notes:                                                                  
  Tranche #300                                  2,000,000      7.13       02/20/95       2,000,000
  Tranche #403                                  3,500,000      7.19       06/09/95       3,469,542
 Shawmut Bank Connecticut, N.A. Bank Notes     15,000,000      6.58       10/30/95      15,000,000
                                                                                      ------------
Total Corporate Floating Rate Notes                                                     50,471,627
                                                                                                  
TAXABLE MUNICIPAL SECURITIES 13.1%*                                                               
Chattanooga Tennesee Industrial                                                                   
 Development Board Revenue --                                                                     
  Radison Read Variable Rate Notes              3,660,000      6.66       01/06/95       3,660,000
City of Irvine, California                                                                        
 Assessment District No.89-10                                                                     
 Variable Rate Improvement Bond                 7,500,000      6.63       01/03/95       7,500,000
Community Health Systems, Inc.                                                                    
 Variable Rate Weekly Put Bond                  4,900,000      6.40       01/06/95       4,900,000
Illinois Housing Development Authority                                                            
 Affordable Housing Program Trust Fund                                                            
  Variable Rate Bond                           10,000,000      6.21       01/29/95       10,000,00
Irvine Ranch, California Water District                                                           
 Certificates of Participation                                                                    
  --Capital Improvements Project,                                                                 
   Variable Rate Bond                          15,300,000      6.63       01/03/95       15,300,00
Irvine Ranch, California Water Improvement                                                        
 District Consolidated Series 1989                                                                
  Variable Rate Bond                            4,000,000      6.88       01/03/95       4,000,000
Kinder-Care Learning Centers, Inc.                                                                
 Industrial Refunding Variable Rate                                                               
  Weekly Put Bond --Kinder-Care                                                                   
   Learning Centers, Inc. Projects              3,500,000      6.27       01/04/95       3,500,000
Missouri Economic Development,                                                                    
 Export & Infrastructure Board                                                                    
  Variable Rate Weekly Put Bond                 4,100,000      6.25       01/06/95       4,100,000
Presbyterian Homes, Inc.                                                                          
 Variable Rate Weekly Put Bond                  5,000,000      6.50       01/06/95       5,000,000
Regional Waste Systems, Inc. of Maine                                                             
 --Solid Waste Resource Recovery Revenue                                                          
  Variable Rate Weekly Put Bond                 2,480,000      6.75       01/05/95       2,480,000
South Carolina Jobs -- Economic Development                                                       
 Authority Variable Rate Industrial                                                               
  Development Revenue Bond-Roller                                                                 
   Bearing Company of America, Inc.                                                               
    Project                                     3,000,000      6.36       01/06/95       3,000,000
Southeast Atlantic Properties,                                                                    
 L.L.C. Variable Rate Bond                      7,600,000      6.30       01/06/95       7,600,000
                                                                                      ------------
Total Taxable Municipal Securities                                                      71,040,000
                                                                                                  
UNITED STATES GOVERNMENT AND AGENCY                                                               
 SECURITIES 18.6%*                                                                                
Federal National Mortgage Association                                                             
 Medium Term Notes                             15,000,000      6.02        01/26/96     14,976,848
Student Loan Marketing Association                                                                
 Floating Rate Notes:                           5,000,000      5.94        01/04/95      5,000,000
                                               10,000,000      5.96        01/04/95     10,000,000
                                               15,000,000      6.10        01/06/95     15,000,000
                                               10,000,000      6.12        01/06/95     10,005,000
                                               15,000,000      5.48        06/30/95     15,000,000
United States Treasury Bills                   31,500,000      5.21        07/27/95     30,566,424
                                                                                      ------------  
Total United States Government and Agency Securities                                   100,548,272     
                                                                                      ------------     
TOTAL INVESTMENTS IN SECURITIES 100.9%*                                                545,607,711     
Other Assets and Liabilities, Net (0.9%*)                                               (4,625,153)    
                                                                                      ------------     
NET ASSETS 100.0%*                                                                    $540,982,558     
                                                                                      ============     
</TABLE>        
                                                                                
                      See notes to financial statements.


                                      18
<PAGE>   21
SCHEDULE OF INVESTMENTS IN SECURITIES (CONTINUED)             December 31, 1994
- - - -------------------------------------------------------------------------------
STRONG ADVANTAGE FUND


<TABLE>
<CAPTION>
   Shares or                                                            Value
Principal Amount                                                       (Note 2)
- - - -------------------------------------------------------------------------------

<S>                                                                 <C>
CORPORATE BONDS 54.1%*
$ 5,250,000  ARA Group, Inc. Subordinated Debentures,
              12.00%, Due 4/15/00                                   $ 5,604,375
 30,700,000  Bank of Boston Corporation Subordinated
              Floating Rate Notes, 6.125%, Due 2/10/01               30,086,000
 30,270,000  Chase Manhattan Corporation Floating
              Rate Notes, 6.50%, Due 12/30/09                        29,059,200
             Citicorp Floating Rate Notes:
  8,400,000   6.20%, Due 1/30/98                                      8,326,500
 13,906,000   6.50%, Due 5/01/04                                     13,933,785
  8,000,000  Continental Cablevision, Inc. Floating Rate
              Notes, 11.5625%, Due 11/01/04                           8,000,000
  5,000,000  Distribuidora De Gas Pampeana S.A. Floating
              Rate Medium Term Notes, Series B, 9.375%,
              Due 12/12/96 (Acquired 12/01/94;
              Cost $4,977,500)(r)                                     4,850,000
  1,900,000  Embassy Suites, Inc. Guaranteed Subordinated
              Debentures, 11.00%, Due 4/01/99                         1,966,500
 10,000,000  Essar Gujarat Limited Floating Rate Notes,
              8.025%, Due 7/15/99                                    10,072,100
             First Bank System, Inc. Floating Rate
              Subordinated Notes:
  2,550,000   6.125%, Due 11/29/96                                    2,547,450
  2,000,000   6.125%, Due 11/26/10 (Putable at 100
              on 11/30/00)                                            1,998,000
 44,750,000  Fleming Companies, Inc. Senior Floating Rate
              Notes, 8.6875%, Due 12/15/01                           44,732,995
  3,000,000  Fort Howard Corporation Senior Secured
              Floating Rate Notes, 9.13%, Due 9/11/97
              (Acquired 12/20/94; Cost $3,003,750)(r)                 3,000,000
 30,000,000  Health & Retirement Properties Trust Senior
              Floating Rate Notes, Series B, 6.345%,
              Due 7/13/99                                            29,739,450
 21,990,000  Kansallis-Osake-Pankki Floating Rate Notes,
              7.50%, Due 9/30/43                                     22,231,890
  9,850,000  Lehman Brothers Holdings, Inc. Medium
              Term Floating Rate Notes, 6.2625%,
              Due 3/01/96                                             9,788,438
  5,000,000  Lehman Brothers, Inc. Floating Rate
              Notes, 6.4531%, Due 5/17/96                             4,987,500
  2,500,000  Long Island Lighting Company First Mortgage
              Bonds, 5.25%, Due 3/01/96                               2,420,108
  6,000,000  Lyondell Petrochemical Company Notes,
              9.95%, Due 6/01/96                                      6,100,074
 13,041,000  Magma Copper Company Senior Subordinated
              Notes, 11.50%, Due 1/15/02                             13,790,858
             Marine Midland Banks, Inc. Floating Rate
              Subordinated Notes:
 12,500,000   6.50%, Due 12/20/00                                    12,234,375
 21,460,000   6.5625%, Due 12/31/09                                  20,494,300
  3,025,350  Nacional Financiera, S.N.C. Trust Division
              Guaranteed Floating Rate Notes, 8.9375%,
              Due 12/15/97                                            2,874,083
  5,800,000  National City Corporation Subordinated
              Floating Rate Notes, 5.8125%, Due 1/31/97               5,803,683
  5,000,000  National Cooperative Services Corporation
              Guaranteed Bonds, 11.50%, Due 12/31/09                  5,327,420
$15,000,000  News America Holdings, Inc. Floating Rate
              Debt Unit with Premium Call (Medium
              Term Structured Enhanced Return Trusts
              1994, Series R-12), 7.375%, Due 3/11/98
              (Acquired 7/26/94; Cost $15,000,000)(r)                15,034,500
  1,245,000  News America Holdings, Inc. Senior Notes,
              12.00%, Due 12/15/01                                    1,386,695
 32,000,000  Okobank Subordinated Step-Up Perpetual
              Floating Rate Notes, 7.075%
              Due 10/14/49                                           31,760,000
 18,250,000  Public Service Company of New Hampshire
              Debentures, 15.23%, Due 7/01/00                        21,573,818
  1,082,000  Reebok International Limited Debentures,
              9.75%, Due 9/15/98                                      1,097,880
 13,293,490  Republic of Argentina Bonos del Tesoro
              Eurobonds, 5.9375%, Due 5/31/96                        12,733,967
  6,260,000  Shawmut Corporation Floating Rate Notes,
              6.3125%, Due 12/24/97                                   6,250,610
  3,530,000  System Energy Resources, Inc. First Mortgage
              Bonds, 11.375%, Due 9/01/16                             3,760,675
  2,000,000  Texas Gas Transmission Corporation Notes,
              8.625%, Due 4/01/04                                     1,957,500
 27,350,000  Texas Utilities Electric Company Floating
              Rate Notes, 6.0625%, Due 5/01/99                       27,199,575
  9,245,000  Time Warner, Inc. Discount Notes, Zero %,
              Due 8/15/02 (Putable at 100 on 8/15/95;
              Rate Reset Effective 8/01/95)                           8,736,525
 23,002,000  Time Warner, Inc. Floating Rate Debt Unit
              with Premium Call (Medium Term
              Structured Enhanced Return Trusts 1994,
              Series R-10), 7.4625%, Due 6/22/98
              (Acquired 6/20/94, 12/08/94;
              Cost $22,989,499)(r)                                   23,002,000
  9,515,000  Transcontinental Gas Pipe Line Corporation
              Floating Rate Notes, 6.21%, Due 5/15/00                 9,368,887
             USG Corporation Senior Notes:
  5,264,000   Series A, 10.25%, Due 12/15/02                          5,382,440
  8,285,000   Series B, 10.25%, Due 12/15/02                          8,471,412
 14,763,000  Viacom International, Inc. Reset Notes,
              8.75%, Due 5/15/01 (Rate Reset
              effective 5/15/95)                                     14,836,815
                                                                    -----------
             Total Corporate Bonds
              (Cost $493,861,968 )                                  492,522,383

NON-AGENCY MORTGAGE-BACKED SECURITIES 33.4%*
  9,280,858   AFC Mortgage Loan Asset Trust Variable
              Rate Certificates, Series 1994-1, Class 2, 5.9936%,
              A-1, Due 5/25/25                                       9,354,733
  4,068,475  Bear Stearns Mortgage Securities, Inc.
              Mortgage Pass-Thru Certificates, Series
              1993-12, Class 1-A, 6.50%, Due 1/25/34                 3,890,478
  6,250,000  CMC Securities Corporation III Variable
              Rate Collateralized Mortgage Obligation,
              Series 1994-C, Class A-12, 6.775%,
              Due 3/25/24                                            5,767,562
  2,943,117  California Federal Bank, A Federal Savings
              Bank of Los Angeles, Variable Rate
              Mortgage Pass-Thru Certificates, Series
              1988 PAL-1, Class A, 6.96%, Due 2/25/18                2,927,489
  4,307,029  Chase Mortgage Finance Corporation
              Mortgage Pass-Thru Certificates, Series
              1990-G, Class A-Z1, 9.50%, Due 12/25/21                4,297,597

</TABLE>
                       See notes to financial statements.

                                      19
<PAGE>   22
SCHEDULE OF INVESTMENTS IN SECURITIES (continued)              December 31, 1994
- - - --------------------------------------------------------------------------------
STRONG ADVANTAGE FUND (continued)
<TABLE>
<CAPTION>
   Shares or                                                             Value
Principal Amount                                                        (Note 2)
- - - --------------------------------------------------------------------------------
<S>                                                                <C>
$10,000,000  DLJ Mortgage Acceptance Corporation
              Variable Rate Mortgage Pass-Thru
              Certificates, Series 1992 MF-3, Class A-3,
              7.70%, Due 6/18/07                                     $10,187,500
             First Boston Mortgage Securities Corporation
              Variable Rate Mortgage Pass-Thru
              Certificates, Series 1994-MHC1:
  9,600,000   Class C, 6.725%, Due 4/25/11                             9,552,000
  5,200,000   Class D, 7.325%, Due 4/25/11                             5,174,000
  6,800,000  Green Tree Financial Corporation
              Manufactured Senior Subordinated
              Pass-Thru Certificates, Series 1994-6,
              Class M-1, 8.90%, Due 1/15/20                            6,653,392
             Green Tree Securitized Net Interest
              Margin Trust Certificates:
  8,235,977   Series 1994-A, 6.90%, Due 2/15/04                        7,847,321
  8,912,274   Series 1994-B, 7.85%, Due 7/15/04                        8,678,327
  4,907,035   Greenwich Capital Acceptance, Inc.
              Subordinated Mortgage Securities Trust
              Pass-Thru Certificates, Series 1994-1,
              Class A, 5.4211%, Due 2/28/19
              (Acquired 4/12/94; Cost $4,796,626)(r)                   4,465,401
  8,593,168  Greenwich Capital Acceptance, Inc. Variable
              Rate Mortgage Pass-Thru Certificates,
              Class A, 5.9721%, Due 5/25/20                            8,077,578
 10,000,000  Homart Pooled Asset Financial Trust Floating
              Rate Collateral Trust Certificates, Class A-3,
              8.125%, Due 12/29/01 (Acquired 12/21/93;
              Cost $10,000,000)(r)                                    10,000,000
 14,509,340  Merrill Lynch Home Equity Acceptance, Inc.
              Subordinated Variable Rate Mortgage-
              Backed Certificates, Series 1994-A,
              Class A-1, 6.4375%, Due 8/17/23                         13,711,327
             Merrill Lynch Mortgage Investors, Inc.
              Manufactured Housing Contract Senior
              Subordinated Pass-Thru Certificates:
    726,802   Series 1992-D, Class A1, 5.90%, Due 7/15/17                722,027
  5,939,741   Series 1992-E, Class B, 5.85%, Due 8/15/12               5,806,691
             Merrill Lynch Mortgage Investors, Inc. Senior
              Subordinated Pass-Thru Certificates:
  1,018,277   Series 1988-H, Class A, 9.70%, Due 6/15/08               1,032,910
  9,375,000   Series 1994-B, Class A, 6.8625%,
               Due 12/01/24                                            9,008,719
             Merrill Lynch Mortgage Investors, Inc.
              Senior Subordinated Variable Rate
              Pass-Thru Certificates:
 14,022,000   Series 1994-F, Class M, 6.375%,
               Due 4/15/19                                            12,703,932
  5,000,000   Series 1994-H, Class M, 6.375%,
               Due 6/15/19                                             4,533,500
  1,318,226  Merrill Lynch Mortgage Investors, Inc.
              Variable Rate Mortgage Pass-Thru
              Certificates, Series 1993-G, Class B, 5.40%,
              Due 12/15/13                                             1,261,279
             RTC Mortgage Pass-Thru Securities, Inc.
              Commercial Certificates, Series 1993-C1:
 10,000,000   Class B, 8.75%, Due 5/25/24                              9,837,500
 10,960,000   Class C, 9.40%, Due 5/25/24                             10,864,100
  5,008,523  RTC Multifamily Variable Rate Mortgage
              Certificates, Series 1992-M2, Class B-1,
              7.15%, Due 3/25/20                                       5,084,152
             RTC Variable Rate Mortgage Pass-Thru
              Securities, Inc.:
 $3,187,911   Series 1991-2, Class A, 6.55%, Due 4/25/21               3,180,451
  1,944,101   Series 1991-4, Class A-1, 6.49%,
               Due 11/25/20                                            1,939,551
  1,852,633   Series 1992-6, Class B9, 6.86%,
               Due 11/25/26                                            1,822,528
 27,766,000   Series 1994-1, Class B5, 7.125%,
               Due 9/25/29                                            27,488,340
 16,600,000   Series 1994-1, Class M5, 7.125%,
               Due 9/25/29                                            16,594,854
             RTC Variable Rate Mortgage Pass-Thru
              Securities, Inc. Manufactured Housing
              Certificates:
  1,358,760   Series 1992-MH1, Class A-1, 7.00%,
              Due 2/15/19                                              1,337,959
  2,201,160   Series 1992-MH2, Class A-1, 7.00%,
               Due 2/15/04                                             2,175,460
  3,423,989  Ryland Acceptance Corporation IV
              Collateralized Mortgage Bonds, Series 53,
              Class 53-E, 10.00%, Due 10/25/18                         3,416,490
 24,985,000  Ryland Mortgage Securities Corporation III
              Variable Rate Collateralized Mortgage
              Bonds, Series 1992-C, Class 3-A, 7.65%,
              Due 11/25/30                                            24,102,780
  1,725,983  Ryland Mortgage Securities Corporation IV
              Variable Rate Collateralized Mortgage
              Bonds, Series 2, Class 3-A, 11.9712%,
              Due 6/25/23                                              1,773,983
             SML Commercial Mortgage Trust Variable
              Rate Pass-Thru Certificates, Series 1994-C1:
  4,799,500   Class A-1, 7.00%, Due 9/18/99                            4,793,501
  9,000,000   Class A-2, 7.20%, Due 9/18/99                            8,988,750
  1,988,689  Santa Barbara Savings & Loan Association
              California Real Estate Mortgage Investment
              Conduit Participation Certificates,
              Series 1988-A, Class 2, Principal Only,
              Due 9/01/18                                              1,334,907
 20,470,000  TMS Trust Variable Rate Asset-Backed                     
              Certificates, Series 1994-D, Class A-11,
              6.425%, Due 3/15/25                                     20,444,413
  6,364,385  U-Haul Self-Storage Corporation Commercial
              Mortgage Asset Trust Pass-Thru
              Certificates, Series 1993-1, Class A1,
              7.025%, Due 12/01/20 (Acquired 12/02/93;
              Cost $6,364,385)(r)                                      6,332,563
  6,812,002  Western Federal Savings & Loan Association
              Marina Del Rey California Variable Rate
              Mortgage Pass-Thru Certificates, Series
              1991-4, Class A, 6.375%, Due 7/01/21                     6,860,980
                                                                    ------------

                                                                               
             Total Non-Agency Mortgage-Backed                       
              Securities (Cost $308,469,937)                         304,027,025

</TABLE>
                      See notes to financial statements.

                                      20
<PAGE>   23

SCHEDULE OF INVESTMENTS IN SECURITIES (continued)             December 31, 1994
- - - -------------------------------------------------------------------------------
STRONG ADVANTAGE FUND (continued)
<TABLE>
<CAPTION>
  Shares or                                                             Value
Principal Amount                                                       (Note 2)
- - - -------------------------------------------------------------------------------
<S>                                                               <C>
UNITED STATES GOVERNMENT AGENCY ISSUES 1.2%*
             FHLMC Participation Certificates:
$   780,332   9.00%, Due 1/01/05                                   $    785,453
    200,056   10.75%, Due 10/01/00                                      206,258
  2,616,656   11.00%, Due 10/01/00 thru 9/01/20                       2,791,674
  2,753,473   11.75%, Due 5/01/11 thru 4/01/13                        2,986,659
    994,674   12.00%, Due 9/01/11 thru 2/01/15                        1,082,952
  1,778,504   12.25%, Due 7/01/15                                     1,943,850
    275,920   12.50%, Due 2/01/15                                       302,737
    109,122  FNMA Guaranteed Real Estate Mortgage
              Investment Conduit Pass-Thru Certificates,
              13.50%, Due 9/01/14                                       121,536
             GNMA Guaranteed Pass-Thru Certificates:
    211,301   13.50%, Due 6/15/10 thru 11/15/14                         238,045
     59,160   15.00%, Due 8/15/11 thru 9/15/12                           66,999
                                                                   ------------
             Total United States Government Agency Issues
              (Cost $9,968,238 )                                     10,526,163
CASH EQUIVALENTS 12.4%*

COMMERCIAL PAPER 3.4%*
DISCOUNTED 3.2%*
 23,800,000  Enserch, Inc., Due 1/03/95                              23,800,000
  5,000,000  Premark International, Inc., Due 1/03/95                 5,000,000
                                                                   ------------
                                                                     28,800,000
INTEREST BEARING, DUE UPON DEMAND 0.2%*
    929,700  General Mills, Inc., 5.73%                                 929,700
    184,300  Pitney Bowes Credit Corporation, 5.73%                     184,300
    771,200  Wisconsin Electric Power Company, 5.77%                    771,200
                                                                   ------------
                                                                      1,885,200
                                                                   ------------
             Total Commercial Paper                                  30,685,200

CORPORATE OBLIGATIONS 8.9%*
  1,000,000  American Medical International, Inc. Notes,
              11.375%, Due 2/01/95                                    1,008,750
 12,000,000  CEMEX I Security Repurchase Unit Trust
              Eurobonds Representing CEMEX, S.A.
              de C.V. Series B ADR, 6.25%, Due 10/25/95              11,760,000
  1,000,000  CEMEX I Security Repurchase Unit Trust
              Eurobonds Representing CEMEX, S.A.
              de C.V. Series B ADR, 6.25%, Due 10/25/95
              (Acquired 12/06/94; Cost $1,005,000)(r)                   980,000
  1,400,000  Green Tree Financial Corporation Senior
              Subordinated Debentures, 8.25%,
              Due 6/01/9 5                                            1,407,000
 18,329,000  Interco, Incorporated Secured Notes, Series A,
              10.00%, Due 6/01/01
              (Called at 100 on 6/01/95)                             18,466,468
  6,000,000  Lehman Brothers Holdings, Inc. Medium
              Term Notes, Series E (linked to Brazilian
              National Treasury Note performance), 8.00%,
              Due 7/14/95                                             6,004,560
 10,800,000  Masco Industry, Inc. Senior Subordinated
              Notes, 10.00%, Due 3/15/95                             10,854,000
  1,000,000  National Medical Enterprises, Inc. Notes,
              12.125%, Due 4/01/95                                    1,009,690
 11,500,000  Navistar Financial Corporation Medium
              Term Notes, Tranche 23, 9.75%,
              Due 8/15/95                                            11,565,435
  7,000,000  Oryx Energy Company Medium Term Notes,          
              6.23%, Due 12/27/95                                     6,831,958
  3,800,000  PLUS Capital Company, Limited Peso Linked
              U.S. Dollar Secured Notes, 7.875%,
              Due 1/15/95                                             3,800,000
  8,000,000  South African Transet LINCs Series 1994-1
              (A trust established by CS First Boston
              Structured Products Corporation), 8.207%,
              Due 10/02/95 (Acquired 10/18/94;
              Cost $8,000,000)(r)                                     7,890,000
                                                                   ------------
                                                                     81,577,861

UNITED STATES GOVERNMENT ISSUES 0.1%*
             United States Treasury Bills:
    360,000   Due 1/12/95                                               359,626
     25,000   Due 2/02/95                                                24,891
    110,000   Due 2/09/95                                               109,445
    220,000   Due 2/23/95                                               218,295
                                                                   ------------
                                                                        712,257
                                                                   ------------
             Total Cash Equivalents (Cost $113,542,089)             112,975,318
                                                                   ------------
             TOTAL INVESTMENTS IN SECURITIES
              (Cost $925,842,232) 101.1%*                           920,050,889
             Other Assets and Liabilities, Net (1.1%*)               (9,543,284)
                                                                   ------------
             NET ASSETS 100.0%*                                    $910,507,605
                                                                   ============
</TABLE>

- - - -------------------------------------------------------------------------------
STRONG SHORT-TERM BOND FUND
<TABLE>
<CAPTION>
   Shares or                                                            Value
Principal Amount                                                       (Note 2)
- - - -------------------------------------------------------------------------------
<S>                                                               <C>
CORPORATE BONDS 43.1%*
$ 2,000,000  ARA Services, Inc. Guaranteed Notes,
              10.625%, Due 8/01/00                                 $  2,115,000
 16,920,000  American Reinsurance Corporation Senior
              Subordinated Debentures, 10.875%,
              Due 9/15/04                                            17,998,650
  8,000,000  Banco Nacional S.A. Notes, 10.75%,
              Due 8/16/96                                             7,680,000
  8,850,000  Bank of Boston Corporation Subordinated
              Floating Rate Notes, 6.125%, Due 2/10/01                8,673,000
 10,965,000  CCP Insurance, Inc. Senior Notes, 10.50%,
              Due 12/15/04                                           10,915,438
  6,500,000  Central Termica Guemes S.A. Obligations,
              12.00%, Due 11/29/96 (Acquired 11/16/94;
              Cost $6,500,000) (r )                                   6,386,250
 28,913,000  Citicorp Floating Rate Notes, 6.50%,
              Due 5/01/04                                            28,970,768
 17,000,000  Deere & Company Medium Term Notes,
              8.38%, Due 5/12/97                                     16,727,150
 17,150,000  Empresas ICA Floating Rate Notes, 10.25%,
              Due 11/12/97                                           15,435,000
  4,000,000  First Bank System, Inc. Floating Rate Notes,
              6.125%, Due 11/29/96                                    3,996,000
  4,000,000  First Bank System, Inc. Floating Rate
              Subordinated Notes, 6.125%, Due 11/30/10
              (Putable at 100 on 11/30/00)                            3,996,000
 17,000,000  General Motors Acceptance Corporation
              Senior Notes, 8.75%, Due 7/15/05                       17,397,800
  1,000,000  Grupo Televisa S.A. de C.V. Notes, 10.00%,
              Due 11/09/97                                              920,000
 10,000,000  Health & Retirement Properties Trust Senior
              Floating Rate Notes, Series B, 6.345%,
              Due 7/13/99                                             9,913,150
  3,000,000  Hertz Corporation Senior Notes, 9.00%,
              Due 11/01/09                                            3,086,085
</TABLE>


                      See notes to financial statements.



                                      21
<PAGE>   24
SCHEDULE OF INVESTMENTS IN SECURITIES (continued)             December 31, 1994
- - - -------------------------------------------------------------------------------

STRONG SHORT-TERM BOND FUND (continued)

<TABLE>
<CAPTION>
    Shares or                                                                      Value
 Principal Amount                                                                 (Note 2)
- - - --------------------------------------------------------------------------------------------
<S>                   <C>                                                       <C>
  $ 10,000,000        Hook-SupeRx, Inc. Senior Notes, 10.125%,
                        Due 6/01/02                                             $ 10,175,000
     7,750,000        Indah Kiat International Finance Company
                        B. V. Guaranteed Secured Notes, 11.375%,
                        Due 6/15/99                                                7,633,750
     1,500,000        Indah Kiat International Finance Company
                        B. V. Senior Secured Notes, 8.875%,
                        Due 11/01/00                                               1,290,000
    12,490,000        Kansallis-Osake-Pankki Floating Rate Notes,
                        7.50%, Due 9/30/43                                        12,627,390
    16,836,000        Kaufman & Broad Home Corporation Senior
                        Notes, 10.375%, Due 9/01/99                               16,920,180
     5,000,000        Marine Midland Banks, Inc. Floating Rate
                        Subordinated Notes, 6.50%, Due 12/20/00                    4,893,750
     4,400,000        Marine Midland Banks, Inc. Floating Rate
                        Subordinated Notes, 6.5625%,
                        Due 12/31/09                                               4,202,000
     5,000,000        NBD Bancorp, Inc. Subordinated Floating
                        Rate Notes, 6.50%, Due 12/18/05                            4,862,500
     9,100,000        NWA Trust No. 2 Senior Aircraft Notes,
                        9.25%, Due 6/21/14 (Acquired 12/15/94;
                        Cost $9,100,000)(r)                                        9,111,375
    30,000,000        News America Holdings Floating Rate Debt
                        Unit with Premium Call (Medium Term
                        Structured Enhanced Return Trusts 1994,
                        Series R-12), 7.375%, Due 3/11/98
                        (Acquired 7/26/94; Cost $30,000,000)(r)                   30,069,000
    13,050,000        News America Holdings, Inc. Senior Notes,
                        12.00%, Due 12/15/01                                      14,535,234
    12,195,000        Owens-Illinois, Inc. Senior Debentures, 11.00%,
                        Due 12/01/03                                              12,682,800
    23,600,000        Petroleos Mexicanos Guaranteed Floating
                        Rate Notes, 7.4375%, Due 3/08/99                          21,712,000
    10,750,000        Petroleos Mexicanos Medium Term Notes,
                        Tranche #1, 6.125%, Due 6/15/96                           10,051,250
     2,200,000        Public Service Company of New Hampshire
                        Debentures, 15.23%, Due 7/01/00                            2,600,679
    12,175,000        RJR Nabisco, Inc. Notes, 8.00%, Due 1/15/00                 11,496,621
    11,000,000        Revco D.S., Inc. Senior Notes, 9.125%,
                        Due 1/15/00                                               11,027,500
     6,000,000        Riocell S.A. Bonds, 12.50%, Due 11/04/02
                        (Acquired 11/09/94; Cost $5,931,000)(r)                    5,760,000
    35,470,000        Time Warner, Inc. Discount Notes, Zero%,
                        Due 8/15/02 (Putable at 100 on 8/15/95;
                        Rate Reset Effective 8/01/95)                             33,519,150
    27,600,000        Tosco Corporation First Mortgage Bonds,
                        Series A, 9.00%, Due 3/15/97                              27,910,500
    10,000,000        Tosco Corporation Guaranteed First Mortgage
                        Bonds, 8.25%, Due 5/15/03                                  9,491,500
    37,270,000        Viacom International, Inc. Exchangeable
                        Subordinated Debentures, 8.00%,
                        Due 7/07/06                                               32,005,612
                                                                                ------------
                      Total Corporate Bonds (Cost $459,941,461)                  448,788,082

CONVERTIBLE BOND 1.7%*
    58,000,000        Time Warner, Inc. Convertible Liquid Yield
                        Option Notes, Zero%, Due 12/17/12
                        (Cost $18,180,546)                                        17,762,500

NON-AGENCY MORTGAGE-BACKED SECURITIES 25.0%*
    13,191,966        CWMBS, Inc. Mortgage Pass-Thru
                        Certificates, Series 1993-7, Class AS-4,
                        10.05%, Due 11/25/23                                       9,118,947
     5,742,706        Chase Mortgage Finance Corporation
                        Mortgage Pass-Thru Certificates, Series
                        1990-G, Class A-Z1, 9.50%, Due 12/25/21                    5,730,129
     3,333,381        Citicorp Mortgage Securities, Inc. Real Estate
                        Mortgage Investment Conduit Pass-Thru
                        Certificates, Series 1988-3, Class A-2, 9.00%,
                        Due 4/01/18                                                3,296,448
     1,558,252        Collateralized Mortgage Obligation Trust 47,
                        Class E, Principal Only, Due 9/01/18                         400,767
     2,824,956        Collateralized Mortgage Obligation Trust
                        Inverse Floating Rate Collateralized
                        Mortgage Obligation, Series 13, Class Q,
                        16.6278%, Due 1/20/03                                      2,884,986
    87,249,464        First Boston Mortgage Securities Corporation
                        Mortgage Pass-Thru Certificates,
                        Series 1994-MHC1, Class A-1X, Interest
                        Only, 1.862%, Due 4/25/11                                  7,743,390
     5,000,000        First Boston Mortgage Securities Corporation
                        Variable Rate Mortgage Pass-Thru
                        Certificates, Series 1994-MHC1, Class D,
                        7.325%, Due 4/25/11                                        4,975,000
    41,600,000        First Boston Mortgage Security Corporation
                        Mortgage Pass-Thru Certificates, Series
                        1993-2, Class A-2, 7.50%, Due 3/25/33                     39,624,000
     5,500,000        First Boston Mortgage Security Corporation
                        Mortgage Pass-Thru Certificates, Series
                        1993-2, Class A-3, 7.50%, Due 3/25/33                      4,998,125
     7,900,516        GMBS, Inc. Countrywide Funding Certificates,
                        Series 1990-1, Class Z, 9.25%, Due 1/28/20                 7,954,872
    10,675,746        Goldman Sachs Trust 3 Collateralized
                        Mortgage Obligation, Series C, Class C-7,
                        8.00%, Due 12/07/17                                        9,845,813
    12,826,934        Green Tree Financial Corporation Certificates,
                        Series 1994-BII, Class A-1, 7.85%,
                        Due 7/15/09                                               12,406,083
     6,500,000        Green Tree Financial Corporation
                        Manufactured Senior Subordinated Pass-Thru
                        Certificates, Series 1994-6, Class M-1, 8.90%,
                        Due 1/15/20                                                6,359,860
     8,347,163        Green Tree Securitized Net Interest Margin
                        Trust Certificates, Series 1994-A, 6.90%,
                        Due 2/15/04                                                7,953,260
     4,495,689        Green Tree Securitized Net Interest Margin
                        Trust Certificates, Series 1994-B, 7.85%,
                        Due 7/15/04                                                4,377,677
    15,656,871        Greenwich Capital Acceptance, Inc. Mortgage
                        Securities, Series 1993-P01, Class E, Principal
                        Only, Due 11/26/17                                         9,041,843
     4,443,811        Greenwich Capital Acceptance, Inc.
                        Subordinated Mortgage Securities Trust
                        Pass-Thru Certificates, Series 1994-1,
                        Class A, 5.4211%, Due 2/28/19
                        (Acquired 4/12/94; Cost $4,343,825)(r)                     4,043,868
    10,000,000        Homart Pooled Asset Financial Trust Floating
                        Rate Collateral Trust Certificates, Class A-4,
                        8.125%, Due 12/29/01 (Acquired 12/21/93;
                        Cost $10,000,000)(r)                                      10,000,000
     2,171,857        Home Equity Loan Real Estate Mortgage
                        Investment Conduit Trust, Closed-End
                        Asset-Backed Certificates, Series 1992-1,
                        Class B, 5.85%, Due 11/17/14                               2,037,810
</TABLE>


                            See notes to financial statements.

                                            22
<PAGE>   25
SCHEDULE OF INVESTMENTS IN SECURITIES (continued)             December 31, 1994
- - - -------------------------------------------------------------------------------

STRONG SHORT-TERM BOND FUND (continued)

<TABLE>
<CAPTION>
    Shares or                                                                      Value
 Principal Amount                                                                 (Note 2)
- - - --------------------------------------------------------------------------------------------
<S>                                                                             <C>

  $ 19,489,383        ML TR X Collateralized Mortgage Obligation,
                        Class C, Principal Only, Due 7/25/17                    $ 14,836,293
    13,992,808        Merrill Lynch Home Equity Acceptance, Inc.
                        Subordinated Variable Rate Mortgage-Backed
                        Certificates, Series 1994-A, Class A-1, 6.4375%,
                        Due 8/17/23                                               13,223,203
   189,051,331        Merrill Lynch Mortgage Investors, Inc.
                        Mortgage Pass-Thru Certificates, Series
                        1994-C1, Interest Only, 0.6440%, Due 11/25/20              4,253,655
    11,059,000        Merrill Lynch Mortgage Investors, Inc. Senior
                        Subordinated Variable Rate Pass-Thru
                        Certificates, Series 1994-A, Class M, 6.375%,
                        Due 2/15/19                                               10,110,138
    11,543,000        Merrill Lynch Mortgage Investors, Inc.
                        Senior Subordinated Variable Rate
                        Pass-Thru Certificates, Series 1994-H,
                        Class M, 6.375%, Due 6/15/19                              10,466,038
     5,247,393        Mortgage Obligation Structured Trust
                        Pass-Thru Certificates, Series 1993-1,
                        Class A-1, 6.35%, Due 10/25/18                             5,094,904
        30,800        Prudential Home Mortgage Securities
                        Company, Inc. Mortgage Pass-Thru
                        Certificates, Series 1992-43, Class A-2,
                        7.50%, Due 1/25/23                                            30,784
   196,130,802        Prudential Home Mortgage Securities
                        Company, Inc. Variable Rate Mortgage
                        Pass-Thru Certificates, Series 1993-54,
                        Class A-38, Interest Only, 0.4042%,
                        Due 1/25/24                                                3,426,405
    15,000,881        RTC Mortgage Pass-Thru Certificates, Series
                        1992-9, Class A-2B, 8.00%, Due 7/25/29                    14,625,859
       519,062        RTC Variable Rate Mortgage Pass-Thru
                        Certificates, Series 1992-6, Class A-2, 8.40%,
                        Due 7/25/24                                                  509,978
     1,947,800        Ryland Acceptance Corporation IV
                        Collateralized Mortgage Bonds, Series 53,
                        Class 53-E, 10.00%, Due 10/25/18                           1,943,534
     7,120,797        Ryland Mortgage Securities Corporation III
                        Variable Rate Collateralized Mortgage Bonds,
                        Series 1992-C, Class 3-A, 11.8046%,
                        Due 11/25/30                                               7,171,995
     4,899,642        Ryland Mortgage Securities Corporation IV
                        Variable Rate Collateralized Mortgage Bonds,
                        Series 2, Class 3-A , 11.9712%, Due 6/25/23                5,035,901
     2,872,550        Santa Barbara Savings & Loan Association
                        California Real Estate Mortgage Investment
                        Conduit Participation Certificates, Series
                        1988-A, Class 2, Principal Only, Due 9/01/18               1,928,199
     7,525,157        Structured Asset Securities Corporation
                        Collateralized Mortgage Obligation, Series
                        1991-2, Class SC, 10.47%, Due 1/20/20                      7,153,640
     2,284,384        Structured Mortgage Asset Residential Trust
                        Multiclass Pass-Thru Certificates, Series
                        1992-5, Class BO, Principal Only,
                        Due 6/25/23                                                1,437,746
     5,989,694        U-Haul Self-Storage Corporation Commercial
                        Mortgage Asset Trust Pass-Thru Certificates,
                        Series 1993-1, Class A1, 7.025%, Due 12/01/20
                        (Acquired 12/02/93; Cost $5,989,694)(r)                    5,959,746
                                                                                ------------
                      Total Non-Agency Mortgage-Backed Securities
                        (Cost $280,763,715)                                      260,000,896

UNITED STATES GOVERNMENT AGENCY ISSUES 18.8%*
                      FHLMC Participation Certificates:
     8,578,892          8.50%, Due 4/01/01 thru 5/01/16                            8,420,424
     2,082,243          8.75%, Due 10/01/01                                        2,076,581
     1,159,445          9.50%, Due 3/01/11                                         1,185,895
     6,980,096          9.75%, Due 8/01/02                                         7,115,991
       726,630          11.25%, Due 11/01/09                                         777,451
                      FNMA Guaranteed Real Estate Mortgage
                        Investment Conduit Pass-Thru Certificates:
     4,915,498          6.50%, Due 9/01/08                                         4,663,578
     2,519,160          9.00%, Due 6/01/24                                         2,541,203
        42,016        FNMA Guaranteed Real Estate Mortgage
                        Investment Conduit Pass-Thru Certificates,
                        Series 1992-41, Class J, Accretion Directed
                        Interest Only, 1005.049%, Due 12/25/02                       651,245
    39,784,953        FNMA Guaranteed Real Estate Mortgage
                        Investment Conduit Variable Rate Pass-Thru
                        Certificates, 8.723%, Due 04/01/02                        39,934,146
                      FNMA Guaranteed Real Estate Mortgage
                        Investment Conduit Variable Rate
                        Pass-Thru Certificates:
     3,211,018          Series 1992-187, Class SA, 8.40%, Due 10/25/07             2,340,030
     7,106,558          Series 1992-G64, Class SE, 10.0637%, Due 3/25/22           3,686,527
     4,703,600          Series 1993-081, Class S, 1.2216%, Due 6/25/00             3,398,351
     1,958,834          Series 1993-93, Class S, 8.50%, Due 5/25/08                1,439,743
     7,130,747          Series 1994-17, Class SA, 10.7673%, Due 1/25/09            5,187,618
                      FNMA Stripped Mortgage- Backed Securities:
     9,064,831          Series 1988-27, Class 27-B, Principal Only, Due
                        11/25/18                                                   5,869,478
   199,294,241          Series 1993-M1, Class N, Interest Only, 0.84%,
                        Due 4/25/20                                                4,609,676
    23,200,000          Series 1993-12, Class C, Principal Only, Due 2/25/23      11,841,512
     9,889,995          Series 264, Class 1, Principal Only, Due 7/25/24           5,556,991
                      GNMA Guaranteed Pass-Thru Certificates:
     3,466,116          9.75%, Due 9/15/05 thru 11/15/05                           3,571,185
     1,602,908          10.00%, Due 2/20/18                                        1,665,522
       501,893          11.50%, Due 4/15/13                                          516,950
    19,113,777          Riely FHA Insured Project Loan #123, 7.43%,
                        Due 8/15/18                                               18,086,412
     2,983,970        Riely FHA Insured Project Loan #125, 7.125%,
                        Due 1/01/14 (Assigned to Housing and
                        Urban Development Committee due to
                        issuer default)                                            2,954,130
    35,788,574        Riely FHA Insured Project Loan #125, 7.43%,
                        Due 1/01/14                                               33,954,410
    30,316,319        Small Business Administration Guaranteed
                        Loan Group #0190, Variable Rate Interest
                        Only Certificates, 3.111%, Due 7/30/18                     3,789,540
    18,671,501        Small Business Administration Guaranteed
                        Loan Pool #440019, Interest Only Custodial
                        Receipts, Series 1993-1A, 2.531%, Due 2/15/18              2,176,350
</TABLE>

                      See notes to financial statements.

                                        23
<PAGE>   26

SCHEDULE OF INVESTMENTS IN SECURITIES (continued)             December 31, 1994
- - - -------------------------------------------------------------------------------

STRONG SHORT-TERM BOND FUND (continued)


<TABLE>
<CAPTION>
    Shares or                                                                      Value
 Principal Amount                                                                 (Note 2)
- - - --------------------------------------------------------------------------------------------
<S>                                                                           <C>
   $ 3,251,847        USGI FHA Insured Project Pool #846, 6.93%,
                        Due 10/01/13                                               3,158,357
    14,984,839        USGI FHA Insured Project Pool #2047, 6.90%,
                        Due 8/01/14                                               14,666,411
                                                                              --------------
                      Total United States Government Agency
                        Issues (Cost $216,556,454)                               195,835,707

PREFERRED STOCK 2.2%*
       115,000        Norwest Corporation Series A, Cumulative
                        Tracking Preferred Stock/ Residential
                        Home Mortgage L.L.C. (Acquired
                        12/16/94; Cost $23,000,000)(r)                            23,000,000

WARRANTS 0.1%*
       463,203        Host Marriott Corporation Warrants,
                        Expire 10/08/98 (Cost $1,215,908)                          1,158,008

CASH EQUIVALENTS 7.8%*
CERTIFICATES OF DEPOSIT 0.5%*
   $ 4,380,593        J.P. Morgan Philippine Peso Indexed
                        Certificate of Deposit, Due 1/06/95                        4,818,871

COMMERCIAL PAPER 0.6%*
DISCOUNTED 0.1%*
     1,400,000        Enserch, Inc., Due 1/03/95                                   1,400,000

INTEREST BEARING, DUE UPON DEMAND 0.5%*
       624,300        Eli Lilly & Company, 5.55%                                     624,300
       165,000        General Mills, Inc., 5.73%                                     165,000
       322,200        Pitney Bowes Credit Corporation, 5.73%                         322,200
     1,625,900        Sara Lee Corporation, 5.71%                                  1,625,900
     1,998,100        Southwestern Bell Telephone Company, 5.71%                   1,998,100
                                                                              --------------
                                                                                   4,735,500
                                                                              --------------
                      Total Commercial Paper                                       6,135,500

CORPORATE OBLIGATIONS 3.6%*
    14,500,000        CEMEX I Security Repurchase Unit Trust
                        Euro Bonds Representing CEMEX, S. A.
                        de C.V. Series B ADR, 6.25%, Due 10/25/95                 14,210,000
     9,000,000        Lehman Brothers Holdings, Inc. Medium-Term Notes,
                        Series E, 8.00%, Due 7/14/95                               9,006,840
    14,900,000        South African Transnet LINCs Series 1994-1
                        (A trust established by CS First Boston
                        Structured Products Corporation), 8.207%,
                        Due 10/02/95 (Acquired 10/18/94;
                        Cost $14,900,000)(r)                                      14,695,125
                                                                              --------------
                                                                                  37,911,965
TIME DEPOSITS 0.9%*
                      Citibank Chilean Peso Indexed Time Deposits:
     3,856,172          15.00%, Due 1/09/95                                        4,059,970
     2,926,529          15.00%, Due 1/23/95                                        3,089,916
     1,350,000          16.00%, Due 5/31/95                                        1,413,977
       891,443        Citibank Time Deposit (with Philippine
                        Peso indexation and interest
                        based on the Philippine denominated
                        deposit), 11.90%, Due 1/18/95                                963,418
                                                                              --------------
                                                                                   9,527,281
FOREIGN GOVERNMENT ISSUES 2.1%*
    89,772,320        Mexican Certificados de la Tesoreria de la
                        Federacion, Due 1/26/95**                                 17,944,021
     4,000,000        Turkish Public Participation Administration
                        Certificates, 7.0625%, Due 4/19/95                         3,940,000
                                                                              --------------
                                                                                  21,884,021
UNITED STATES GOVERNMENT ISSUES 0.1%*
                      United States Treasury Bills:
       340,000          Due 1/12/95                                                  339,579
       330,000          Due 2/09/95                                                  328,267
        60,000          Due 2/23/95                                                   59,572
                                                                              --------------
                                                                                     727,418
                                                                              --------------
                      Total Cash Equivalents (Cost $80,615,264)                   81,005,056
                                                                              --------------
                      TOTAL INVESTMENTS IN SECURITIES
                        (COST $1,080,273,348) 98.7%*                           1,027,550,249
                      Other Assets and Liabilites, Net 1.3%*                      13,530,534
                                                                              --------------
                      NET ASSETS 100.0%*                                      $1,041,080,783
                                                                              ==============
</TABLE>

- - - -------------------------------------------------------------------------------
STRONG GOVERNMENT SECURITIES FUND

<TABLE>
<CAPTION>
   Shares or                                                                        Value
Principal Amount                                                                   (Note 2)
- - - --------------------------------------------------------------------------------------------
<S>                                                                           <C>
CORPORATE BONDS 9.5%*
  $  6,400,000        CCP Insurance, Inc. Senior Notes, 10.50%,
                        Due 12/15/04                                          $    6,371,072
     5,350,000        Citicorp Subordinated Notes, 6.75%,
                        Due 8/15/05                                                4,641,869
    10,000,000        NWA Trust No. 2 Mezzanine Aircraft Notes,
                        Class B, 10.23%, Due 6/21/14 (Acquired 12/15/94;
                        Cost $10,000,000)(r)                                      10,037,500
     5,000,000        Tosco Corporation First Mortgage Bonds,
                        Series B, 9.625%, Due 3/15/02                              5,150,500
                                                                              --------------
                      Total Corporate Bonds (Cost $26,207,832)                    26,200,941

MUNICIPAL BONDS 4.7%*
     1,500,000        Lucas County Ohio Hospital Revenue,
                        5.45%, Due 8/15/14                                         1,278,750
     5,000,000        Phoenix, Arizona Civic Improvement
                        Corporation Wastewater System Lease
                        Revenue, 4.75%, Due 7/01/23                                3,606,250
       875,000        Piedmont Municipal Power Agency S.C.
                        Electric Revenue, 5.00%, Due 1/01/22                         681,406
     1,900,000        Pittsburg, California Redevelopment Agency
                        Tax Allocation Refunding --
                        Los Medanos Community Development
                        Project, 4.625%, Due 8/01/21                               1,358,500
     4,435,000        South Carolina Public Service Authority
                        Revenue Refunding, 5.00%, Due 1/01/25                      3,359,513
     3,490,000        Wisconsin Public Power, Inc. System Power
                        Supply Revenue, 5.25%, Due 7/01/21                        12,783,275
                                                                              --------------
                      Total Municipal Bonds (Cost $12,472,075)                    13,067,694

UNITED STATES GOVERNMENT AND AGENCY ISSUES 71.0%*
                      FHLMC Guaranteed Multiclass Mortgage
                        Participation Certificates:
    10,215,931          Series 1647, Class 1647-B, 6.50%,
                        Due 11/15/08                                               8,681,907
     4,750,000          Series 1641, Class 1641-I, 6.50%,
                        Due 12/15/13                                               3,826,743
                      FHLMC Guaranteed Multiclass Variable
                        Rate Mortgage Participation Certificates:
     3,076,669          Series 1324, Class 1324-B, 7.00%,
                        Due 4/15/18                                                3,028,827
     5,333,353          Series 1502, Class 1502-SA, 6.213%,
                        Due 4/15/23                                                2,488,330
</TABLE>

                        See notes to financial statements.

                                        24
<PAGE>   27
SCHEDULE OF INVESTMENTS IN SECURITIES (continued)             December 31, 1994
- - - -------------------------------------------------------------------------------

STRONG GOVERNMENT SECURITIES FUND (continued)

<TABLE>
<CAPTION>
    Shares or                                                                      Value
 Principal Amount                                                                 (Note 2)
- - - --------------------------------------------------------------------------------------------
<S>                   <C>                                                       <C>
                      FHLMC Participation Certificates:
   $ 3,477,358          7.25%, Due 7/01/08                                      $  3,334,335
     3,943,431          8.50%, Due 5/01/16                                         3,860,867
     8,316,411          9.00%, Due 6/01/97 thru 8/01/11                            8,352,764
     3,922,670          9.75%, Due 8/01/02                                         3,999,040
       782,260          10.00%, Due 6/01/20                                          800,839
       256,005          11.00%, Due 1/01/01                                          264,581
       238,361          11.25%, Due 1/01/01                                          246,682
       243,090          11.75%, Due 10/01/15                                         263,676
        99,212          12.00%, Due 11/01/15                                         108,018
       789,131          12.25%, Due 7/01/15 thru 12/01/15                            862,497
       566,357          12.50%, Due 10/01/09 thru 01/01/15                           622,969
       110,118          13.00%, Due 7/01/14                                          121,302
           629          13.25%, Due 1/01/13                                              694
       145,316          13.75%, Due 5/01/02 thru 5/01/12                             160,757
     1,703,768          14.00%, Due 9/01/10 thru 4/01/16                           1,887,456
        63,686          14.50%, Due 12/01/02 thru 12/01/11                            70,752
        12,085          14.75%, Due 8/01/11 thru 4/01/13                              13,445
        79,693          15.00%, Due 8/01/11                                           88,784
         7,427          16.00%, Due 6/01/12                                            8,289
     2,604,696        FHLMC Guaranteed Multiclass Mortgage
                        Participation Certificates, Series 1679,
                        Class 1679-N, Principal Only, Due 2/15/09                    976,761
                                                                                ------------
                                                                                  44,070,315
                      FNMA Guaranteed Real Estate Mortgage
                        Investment Conduit Pass-Thru Certificates:
     4,518,487          6.50%, Due 9/01/08                                         4,286,915
     4,193,971          8.50%, Due 7/01/10                                         4,117,956
     9,434,201          9.00%, Due 6/01/24 thru 12/01/24                           9,501,126
       299,681          11.75%, Due 12/01/10                                         327,683
     5,478,978          12.00%, Due 1/1/16 thru 2/01/19                            6,012,580
        56,933          12.25%, Due 7/01/14                                           62,725
       475,785          12.50%, Due 2/01/11                                          526,190
         3,794          13.25%, Due 4/01/12                                            4,218
        71,335          13.50%, Due 1/01/11 thru 1/01/12                              79,450
        11,752          13.75%, Due 10/01/10                                          13,165
       168,180          14.00%, Due 1/01/12 thru 11/01/14                            187,705
        34,600          14.25%, Due 12/01/14                                          38,658
         8,572          14.50%, Due 1/01/12                                            9,588
       298,854          14.75%, Due 3/01/12 thru 11/01/10                            334,600
        19,177          15.00%, Due 10/01/12                                          21,494
        25,236          15.50%, Due 10/01/12                                          28,344
     9,876,708        FNMA Guaranteed Real Estate Mortgage
                        Investment Conduit Pass-Thru Certificates,
                        Series 1991-125, Class Z, 8.50%,
                        Due 9/25/21                                                9,465,343
                      FNMA Guaranteed Real Estate Mortgage
                        Investment Conduit Variable Rate Pass-Thru
                        Certificates:
     5,044,597          Series 1991-38, Class F, 8.325%,
                        Due 4/25/21                                                4,962,622
     9,656,000          Series 1991-57, Class S, 7.230%,
                        Due 5/25/20                                                8,361,517
     1,696,310          Series 1991-141, Class SC, 9.804%,
                        Due 10/25/21                                               1,702,671
     1,688,315          Series 1993-G17, Class SC, 10.347%,
                        Due 4/25/23                                                1,300,002
                      FNMA Stripped Mortgage-Backed Securities:
     5,591,437          Series 1992-74, Class IO, Interest Only, 8.50%,
                        Due 5/25/22                                                2,000,672
     5,946,411          Series 1992-154, Class A, Principal Only,
                        Due 8/25/22                                                3,517,659
                                                                                ------------
                                                                                  56,862,883
   $15,736,614        GMAC #12 FHA Project Loan, 7.43%,
                        Due 5/01/21                                               14,979,368
                      GNMA Guaranteed Pass-Thru Certificates:
     1,324,429          13.00%, Due 11/15/10 thru 11/15/14                         1,481,420
       411,910          13.50%, Due 7/15/10 thru 10/15/12                            460,070
       407,486          14.00%, Due 6/15/11 thru 12/20/14                            454,424
       490,242          14.50%, Due 6/15/11 thru 11/15/12                            551,511
       213,505          15.00%, Due 1/15/12 thru 9/15/12                             239,389
       111,025          15.50%, Due 7/15/11 thru 9/15/11                             122,544
        65,854          16.00%, Due 4/15/12                                           72,769
    11,000,000        GNMA Guaranteed Real Estate Mortgage
                        Investment Conduit Pass-Thru Securites,
                        Series 1994-5, Class J, 7.50%,
                        Due 7/16/24                                                9,088,750
                      GNMA Guaranteed Variable Rate Pass-Thru
                        Certificates:
     8,525,000          6.50%, Due 11/01/24(w)                                     8,213,326
    10,355,000          7.00%, Due 12/01/24(w)                                    10,131,747
                                                                                ------------
                                                                                  30,815,950

     2,618,017        Riely FHA Insured Project Loan #5, 7.43%,
                        Due 10/01/22                                               2,456,040
    25,007,878        Small Business Administration Guaranteed
                        Loan Pool #440019, Interest Only Custodial
                        Receipts, Series 1993-1A, 2.531%,
                        Due 2/15/18                                                2,914,918
                      United States Treasury Notes
    33,535,000          6.375%, Due 8/15/02                                       30,726,444
     1,200,000          7.875%, Due 11/15/04                                       1,203,750
     5,287,255        USGI FHA Insured Project Pool #1988-6,
                        7.43%, Due 10/25/16                                        4,599,913
     9,844,268        USGI FHA Insured Project Pool #2040,
                        3.025%, Due 11/01/06                                       7,807,784
                                                                                ------------
                      Total United States Government and Agency
                      Issues (Cost $204,039,963)                                 196,437,365

PREFERRED STOCK 3.6%*
        50,000        Norwest Corporation Series A, Cumulative
                        Tracking Preferred Stock/Residential
                        Home Mortgage L.L.C. (Acquired
                        12/16/94; Cost $10,000,000)(r)                            10,000,000

CASH EQUIVALENTS 15.4%*
COMMERCIAL PAPER 0.2%*
INTEREST BEARING, DUE UPON DEMAND
   $   255,600        Pitney Bowes Credit Corporation, 5.73%                         255,600
       291,600        Southwestern Bell Telephone Company, 5.71%                     291,600
        48,200        Wisconsin Electric Power Company, 5.77%                         48,200
                                                                                ------------
                                                                                     595,400

REPURCHASE AGREEMENT 15.1%*
    41,900,000        Goldman Sachs & Company (Collateralized
                        by $29,685,000 United States Treasury
                        Bonds, 13.75%, Due 8/15/04),
                        5.12%, Due 1/03/95++                                      41,900,000

UNITED STATES GOVERNMENT ISSUES 0.1%*
       400,000        United States Treasury Bills, Due 2/09/95                      397,995
                                                                                ------------
                      Total Cash Equivalents (Cost $ 42,893,395)                  42,893,395
                                                                                ------------
                      TOTAL INVESTMENTS IN SECURITIES
                        (COST $295,613,265) 104.2%*                              288,599,395
                      Other Assets and Liabilities, Net (4.2%*)                  (11,767,425)
                                                                                ------------
                      NET ASSETS 100.0%*                                        $276,831,970
                                                                                ============

</TABLE>
                      See notes to financial statements.

                                     25
<PAGE>   28
SCHEDULE OF INVESTMENTS IN SECURITIES (continued)             December 31, 1994
- - - -------------------------------------------------------------------------------

STRONG INCOME FUND

<TABLE>
<CAPTION>
    Shares or                                                                      Value
 Principal Amount                                                                 (Note 2)
- - - --------------------------------------------------------------------------------------------
<S>                                                                             <C>
CORPORATE BONDS 80.7%*
    $3,285,000        ARA Services, Inc. Guaranteed Notes,
                        10.625%, Due 8/01/00                                    $ 3,473,888
       500,000        American Airlines, Inc. Secured Equipment
                        Certificates, Series B, 14.375%, Due 1/06/05                529,675
     4,000,000        Auburn Hills Guaranteed Exchangeable
                        Adjustable Rate Certificates, 12.375%,
                        Due 5/01/20                                               5,297,040
     3,000,000        CCP Insurance, Inc. Senior Notes, 10.50%,
                        Due 12/15/04                                              2,986,440
     2,400,000        Caesars World, Inc. Senior Subordinated
                        Debentures, 8.875%, Due 8/15/02                           2,358,000
     2,500,000        Citicorp Subordinated Notes, 6.75%,
                        Due 8/15/05                                               2,169,097
     1,000,000        Embassy Suites, Inc. Guaranteed Senior
                        Subordinated Notes, 8.75%, Due 3/15/00                      940,000
     3,000,000        Federal Express Corporation Pass-Thru
                        Certificates, Series 1993-C2, 7.96%,
                        Due 3/28/17                                               2,644,824
     5,285,000        GNS Finance Corporation Senior
                        Subordinated Notes, Series B, 9.25%,
                        Due 3/15/03                                               5,100,025
     3,870,000        Hayes Wheels International, Inc. Senior
                        Notes, 9.25%, Due 11/15/02                                3,744,225
     3,000,000        HealthTrust, Inc. The Hospital Company
                        Subordinated Notes, 10.75%, Due 5/01/02                   3,187,500
     2,100,000        Hook-SupeRx, Inc. Senior Notes, 10.125%,
                        Due 6/01/02                                               2,136,750
     3,480,000        Joy Technologies, Inc. Senior Notes, 10.25%,
                        Due 9/01/03                                               3,654,000
     5,250,000        Kaufman & Broad Home Corporation Senior
                        Notes, 10.375%, Due 9/01/99                               5,276,250
     3,500,000        NWA Trust No. 2 Subordinated Aircraft
                        Notes, Class D, 13.875%, Due 6/21/08
                        (Acquired 12/15/1994; Cost $3,500,000)(r)                 3,513,125
     6,600,000        News America Holdings, Inc. Senior
                        Debentures, 7.75%, Due 2/01/24                            5,433,496
     5,000,000        Owens-Illinois, Inc. Senior Debentures, 11.00%,
                        Due 12/01/03                                              5,200,000
     5,000,000        RJR Nabisco, Inc. Guaranteed Senior Notes,
                        8.75%, Due 4/15/04                                        4,606,350
     1,500,000        RJR Nabisco, Inc. Notes, 8.75%, Due 8/15/05                 1,363,125
     4,000,000        Republic of Poland Collateralized Discount
                        Bonds, 6.8125%, Due 10/27/24                              2,880,000
     3,700,000        Revco D.S., Inc. Senior Notes, 9.125%,
                        Due 1/15/00                                               3,709,250
     1,000,000        Riocell S.A. Bonds, 12.50%, Due 11/04/02
                        (Acquired 11/09/94; Cost $988,500) (r)                      960,000
     5,000,000        Rogers Cablesystems, Ltd. Senior Secured
                        Second Priority Notes, 9.625%, Due 8/01/02                4,787,500
     3,500,000        System Energy Resources, Inc. First Mortgage
                        Bonds, 11.375%, Due 9/01/16                               3,728,714
     6,000,000        Texas Gas Transmission Corporation Notes,
                        8.625%, Due 4/01/04                                       5,872,500
     3,545,000        Time Warner Entertainment Company Senior
                        Debentures, 8.375%, Due 3/15/23                           2,966,013
     2,435,000        Tosco Corporation First Mortgage Bonds,
                        Series B, 9.625%, Due 3/15/02                             2,508,293
     2,650,000        USG Corporation Senior Notes, Series B, 9.25%,
                        Due 9/15/01                                               2,451,250
     6,950,000        Viacom International, Inc. Exchangeable
                        Subordinated Debentures, 8.00%,
                        Due 7/07/06                                               5,968,313
                                                                                -----------
                      Total Corporate Bonds (Cost $101,201,440)                  99,445,643

NON-AGENCY MORTGAGE-BACKED SECURITIES 4.0%*
   $ 8,974,231        First Boston Mortgage Securities Corporation
                        Mortgage Pass-Thru Certificates, Series
                        1994-MHC1, Class A-1X, Interest Only,
                        1.8621%, Due 4/25/11                                        796,463
       897,140        Ryland Mortgage Securities Corporation III
                        Variable Rate Collateralized Mortgage
                        Bonds, Series 1992-C, Class 3-A, 11.805%,
                        Due 11/25/30                                                903,590
        23,499        Ryland Mortgage Securities Corporation IV
                        Variable Rate Collateralized Mortgage
                        Bonds, Series 2, Class 2-X, 3,278.995%,
                        Due 6/25/23                                               1,038,509
     4,884,866        Westam Mortgage Financial Corporation
                        Collateralized Mortgage Bonds, Series 10,
                        Class 10-D, Principal Only, Due 7/26/18                   2,166,145
                                                                                -----------
                      Total Non-Agency Mortgage-Backed Securities
                        (Cost $4,687,737)                                         4,904,707

MUNICIPAL BONDS 4.2%*
     4,500,000        Iowa Finance Authority Hospital Facility
                        Revenue (Allen Memorial Hospital,
                        Series A, 5.60%, Due 2/15/20                              3,813,750
     1,800,000        University of Arizona Medical Center
                        Corporation Hospital Revenue, 5.00%,
                        Due 7/01/21                                               1,397,250
                                                                                -----------
                      Total Municipal Bonds (Cost $4,980,422)                     5,211,000

UNITED STATES GOVERNMENT AGENCY ISSUES 4.3%*
                      FHLMC Participation Certificates:
        54,939          14.00%, Due 9/01/12                                          60,863
        30,120          14.75%, Due 3/01/10                                          33,510
       260,816        FNMA Guaranteed Real Estate Mortgage
                        Investment Conduit Pass-Thru Certificates,
                        13.50%, Due 4/01/11                                         290,484
     1,500,000        FNMA Guaranteed Real Estate Mortgage
                        Investment Conduit Variable Rate Pass-Thru
                        Certificates, Series 1992-29, Class S, 19.1604%,
                        Due 4/25/16                                               1,488,750
       138,547        FNMA Stripped Mortgage-Backed Securities,
                        Series K, Class K2, 256.00%, Due 11/25/08                 1,170,722
       168,097        GNMA Guaranteed Pass-Thru Certificates,
                        15.00%, Due 8/15/11 thru 10/15/12                           190,370
    18,676,997        Small Business Administration Guaranteed
                        Loan Pool #40013, Interest Only Strips,
                        2.419%, Due 9/30/17                                       2,124,508
                                                                                -----------
                      Total United States Government Agency Issues
                        (Cost $5,082,033)                                         5,359,207

PREFERRED STOCK        1.6%*
        10,000        Norwest Corporation Series A, Cumulative
                        Tracking Preferred Stock/Residential Home
                        Mortgage L.L.C. (Acquired 12/16/1994;
                        Cost $2,000,000)(r)                                       2,000,000

WARRANTS 0.2%*
       121,528        Host Marriott Corporation Warrants,
                        Expire 10/08/98 (Cost $319,011)                             303,820
</TABLE>
                         See notes to financial statements.

                                          26
<PAGE>   29

SCHEDULE OF INVESTMENTS IN SECURITIES (continued)             December 31, 1994
- - - -------------------------------------------------------------------------------

STRONG INCOME FUND (continued)


<TABLE>
<CAPTION>
    Shares or                                                                      Value
 Principal Amount                                                                 (Note 2)
- - - --------------------------------------------------------------------------------------------
<S>                                                                             <C>
CASH EQUIVALENTS 3.3%*
COMMERCIAL PAPER 2.4%*
DISCOUNTED 1.9%*
    $2,400,000        Enserch, Inc., Due 1/03/95                                $  2,400,000

INTEREST BEARING, DUE UPON DEMAND 0.5%*
        20,200        General Mills, Inc., 5.73%                                      20,200
        88,300        Pitney Bowes Credit Corporation, 5.73%                          88,300
       371,500        Sara Lee Corporation, 5.71%                                    371,500
        94,600        Southwestern Bell Telephone Company, 5.71%                      94,600
         4,000        Wisconsin Electric Power Company, 5.77%                          4,000
                                                                                ------------
                                                                                     578,600
                                                                                ------------
                       Total Commercial Paper                                      2,978,600

FOREIGN GOVERNMENT ISSUES 0.6%*
       700,000        Turkish Public Participation Administration
                        Certificates, 7.0625%, Due 4/19/95                           689,500

UNITED STATES GOVERNMENT ISSUES 0.3%*
                      United States Treasury Bills:
        75,000          Due 2/02/95                                                   74,668
       150,000          Due 2/09/95                                                  149,186
        90,000          Due 2/23/95                                                   89,312
        25,000          Due 3/02/95                                                   24,783
                                                                                ------------
                                                                                     337,949
                                                                                ------------
                      Total Cash Equivalents (Cost $4,008,817)                     4,006,049
                                                                                ------------
                      TOTAL INVESTMENTS IN SECURITIES
                      (COST $122,279,460) 98.3%*                                 121,230,426
                      Other Assets and Liabilities, Net 1.7%*                      2,074,740
                                                                                ------------
                      NET ASSETS 100.0%*                                        $123,305,166
                                                                                ============
</TABLE>

  * Percentages are calculated as a percentage of net assets.
 ** Principal is denominated in foreign currency.
*** Maturity date represents actual maturity, earliest put date, or for U.S. 
    Government Agency Securities, the next interest adjustment date.
  + The Funds may engage in repurchase agreements where the underlying 
    collateral consists of U.S. government securities which are maintained in a
    segregated account with a custodian. The market value of the collateral must
    exceed the principal amount of the repurchase agreement by at least two
    percent on a daily basis.
(a) Cost for Federal income tax and financial reporting purposes is the same as
    amortized cost.
(r) Restricted security.
(w) When-Issued security.


                       See notes to financial statements.

                                      27
<PAGE>   30

STATEMENTS OF OPERATIONS
- - - --------------------------------------------------------------------------------
For the Year Ended December 31, 1994

<TABLE>
<CAPTION>
                                                                     (In Thousands)

                                                            Strong U.S. Treasury   Strong Money
                                                                 Money Fund         Market Fund
                                                            --------------------   ------------
<S>                                                               <C>                <C>
INTEREST INCOME                                                   $ 2,817           $  20,261

EXPENSES:
  Investment Advisory Fees                                            277               2,160
  Custodian Fees                                                        9                  45
  Shareholder Servicing Costs                                          91               1,155
  Reports to Shareholders                                              51                 508
  Federal and State Registration Fees                                  49                  69
  Other                                                                53                  45
                                                                  -------           ---------
  Total Expenses before Waivers and Absorptions                       530               3,982
  Voluntary Expense Waivers and Absorptions by Advisor               (364)             (1,202)
                                                                  -------           ---------
  Expenses, Net                                                       166               2,780
                                                                  -------           ---------
NET INVESTMENT INCOME                                             $ 2,651           $  17,481
                                                                  =======           =========
</TABLE>

<TABLE>
<CAPTION>
                                                                                      Strong
                                                                  Strong            Short-Term 
                                                             Advantage Fund         Bond Fund
                                                             --------------         ----------
<S>                                                               <C>                <C>
INCOME:
  Interest                                                        $42,562            $103,132
  Dividends                                                           116                 438
                                                                  -------            --------
  Total Income                                                     42,678             103,570

EXPENSES:
  Investment Advisory Fees                                          4,010               8,753
  Custodian Fees                                                       82                 187
  Shareholder Servicing Costs                                         899               2,551
  Reports to Shareholders                                             264                 768
  Federal and State Registration Fees                                 115                 313
  Other                                                                73                 147
                                                                  -------            --------
  Total Expenses                                                    5,443              12,719
                                                                  -------            --------
NET INVESTMENT INCOME                                              37,235              90,851

REALIZED AND UNREALIZED GAIN (LOSS):
  Net Realized Gain (Loss) on:
   Investments                                                     (4,696)            (72,080)
   Futures Contracts and Options                                    4,601              28,878
   Foreign Currencies                                              (2,649)             (7,594)
  Change in Unrealized Appreciation/Depreciation               
   on Investments                                                 (10,098)            (66,022)
                                                                  -------            --------
NET LOSS                                                          (12,842)           (116,818)
                                                                  -------            --------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING                
 FROM OPERATIONS                                                  $24,393           ($ 25,967)
                                                                  =======            ========

</TABLE>


                       See notes to financial statements.

                                          28




<PAGE>   31
STATEMENTS OF OPERATIONS
- - - --------------------------------------------------------------------------------
For the Year Ended December 31, 1994
<TABLE>
<CAPTION>
                                                                            (In Thousands)

                                                                  Strong Government       Strong
                                                                   Securities Fund      Income Fund
                                                                  -----------------     -----------
<S>                                                                  <C>                <C>
INCOME:                                          
  Interest                                                           $ 18,257             $ 10,786 
  Dividends                                                                --                   15 
                                                                     --------             -------- 
  Total Income                                                         18,257               10,801 
                                                                                                   
EXPENSES:                                                                                          
  Investment Advisory Fees                                              1,546                  778 
  Custodian Fees                                                           54                   34 
  Shareholder Servicing Costs                                             526                  390 
  Reports to Shareholders                                                 120                  117 
  Federal and State Registration Fees                                     106                   47 
  Other                                                                    46                   34 
                                                                     --------             -------- 
  Total Expenses before Waivers and Absorptions                         2,398                1,400 
  Voluntary Expense Waivers and Absorptions by Advisor                   (150)                  -- 
                                                                     --------             -------- 
  Expenses, Net                                                         2,248                1,400 
                                                                     --------             -------- 
NET INVESTMENT INCOME                                                  16,009                9,401 
                                                                                                   
REALIZED AND UNREALIZED GAIN (LOSS):                                                               
  Net Realized Gain (Loss) on:                                                                     
    Investments                                                       (17,351)              (6,361)
    Futures Contracts and Options                                         430                 (932)
    Foreign Currencies                                                     --                   85 
  Change in Unrealized Appreciation/Depreciation on Investments        (8,007)              (4,027)
                                                                     --------             -------- 
NET LOSS                                                              (24,928)             (11,235)
                                                                     --------             -------- 
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS                 ($ 8,919)            ($ 1,834)
                                                                     ========             ======== 
</TABLE>                 
                                                                     
STATEMENTS OF ASSETS AND LIABILITIES
- - - --------------------------------------------------------------------------------
December 31, 1994
<TABLE>
<CAPTION>
                                                             (In Thousands, Except Per Share Amounts)

                                                                    Strong               Strong
                                                                U.S. Treasury         Money Market
                                                                  Money Fund              Fund
                                                                -------------         ------------
<S>                                                           <C>                    <C>
ASSETS:
  Investments in Securities, at Amortized Cost                 $    67,813            $   545,608
  Interest Receivable                                                   --                  3,066
  Other                                                                 40                    108
                                                               -----------            -----------
  Total Assets                                                      67,853                548,782
LIABILITIES:
  Payable to Brokers for Securities Purchased                           --                  5,074
  Dividends Payable                                                    279                  2,572
  Accrued Operating Expenses and Other Liabilities                      47                    153
                                                               -----------            -----------
  Total Liabilities                                                    326                  7,799
                                                               -----------            -----------
NET ASSETS                                                     $    67,527            $   540,983
                                                               ===========            ===========
Capital Shares
  Authorized                                                    10,000,000             10,000,000
  Outstanding                                                       67,527                540,983
  
NET ASSET VALUE PER SHARE                                      $      1.00            $      1.00
                                                               ===========            ===========
</TABLE>

                          See notes to financial statements.

                                          29
<PAGE>   32
STATEMENTS OF ASSETS AND LIABILITIES
- - - --------------------------------------------------------------------------------
December 31, 1994


<TABLE>
<CAPTION>

                                                                                           (In Thousands, Except Per Share Amounts)

                                                                                                 Strong        Strong Short-Term 
                                                                                             Advantage Fund        Bond Fund     
                                                                                             --------------    ----------------- 
<S>                                                                                           <C>                  <C>
ASSETS:                                                                                                                 
  Investments in Securities, at Value (Cost of $925,842 and $1,080,273, respectively)         $  920,051           $1,027,550    
  Receivable from Brokers for Securities Sold                                                      1,186                7,343    
  Dividends and Interest Receivable                                                               10,575               13,842    
  Other                                                                                               39                   68    
                                                                                              ----------           ----------    
  Total Assets                                                                                   931,851            1,048,803    
                                                                                                                                 
LIABILITIES:                                                                                                                     
  Payable to Brokers for Securities Purchased                                                     15,682                   --    
  Dividends Payable                                                                                5,076                6,889    
  Accrued Operating Expenses and Other Liabilities                                                   585                  833    
                                                                                              ----------           ----------    
  Total Liabilities                                                                               21,343                7,722    
                                                                                              ----------           ----------    
NET ASSETS                                                                                    $  910,508           $1,041,081    
                                                                                              ==========           ==========    
Capital Shares                                                                                                                   
  Authorized                                                                                   1,000,000            1,000,000    
  Outstanding                                                                                     91,195              110,559    
                                                                                                                                 
NET ASSET VALUE PER SHARE                                                                     $     9.98           $     9.42    
                                                                                              ==========           ==========    
</TABLE>
<TABLE>
<CAPTION>
                                                                                                                       
                                                                                              Strong Government          Strong  
                                                                                               Securities Fund        Income Fund
                                                                                              -----------------       -----------
<S>                                                                                              <C>                   <C>
ASSETS:                                                                                                                 
  Investments in Securities, at Value (Cost of $295,613 and $122,279, respectively)               $ 288,599            $ 121,230
  Receivable from Brokers for Securities Sold                                                        26,966                    1
  Dividends and Interest Receivable                                                                   3,185                3,165
  Other                                                                                                  19                    2
                                                                                                  =========            =========
  Total Assets                                                                                      318,769              124,398
                                                                                                                            
LIABILITIES:
  Payable to Brokers for Securities Purchased                                                        40,145                   --
  Dividends Payable                                                                                   1,599                  981
  Accrued Operating Expenses and Other Liabilities                                                      193                  112
                                                                                                  ---------            ---------
  Total Liabilities                                                                                  41,937                1,093
                                                                                                  ---------            ---------
NET ASSETS                                                                                        $ 276,832            $ 123,305
                                                                                                  =========            =========
Capital Shares                                                                                                              
  Authorized                                                                                        100,000              300,000
  Outstanding                                                                                        28,758               13,180

NET ASSET VALUE PER SHARE                                                                         $    9.63            $    9.36
                                                                                                  =========            =========
</TABLE>
        
        

                      See notes to financial statements.


                                      30


<PAGE>   33
STATEMENTS OF CHANGES IN NET ASSETS
- - - --------------------------------------------------------------------------------
For the Years Ended December 31, 1994 and 1993


<TABLE>
<CAPTION>

                                                                                       (In Thousands)

                                                                        Strong U.S. Treasury          Strong         
                                                                              Money Fund         Money Market Fund  
                                                                        --------------------   ---------------------  
                                                                          1994       1993         1994       1993     
                                                                        --------   --------    ---------   ---------
<S>                                                                     <C>        <C>         <C>         <C>
OPERATIONS:                                                                                                           
  Net Investment Income                                                 $  2,651   $    807    $  17,481   $  10,204  
                                                                                                                      
CAPITAL SHARE TRANSACTIONS                                                25,676     12,461      210,995     (60,015) 
                                                                                                                      
DISTRIBUTIONS:                                                                                                        
  From Net Investment Income                                              (2,651)      (807)     (17,481)    (10,204) 
                                                                        --------    -------    ---------   ---------  
TOTAL INCREASE (DECREASE) IN NET ASSETS                                   25,676     12,461      210,995     (60,015) 
                                                                                                                      
NET ASSETS:                                                                                                           
  Beginning of Year                                                       41,851     29,390      329,988     390,003  
                                                                        --------   --------    ---------   ---------
  End of Year                                                           $ 67,527   $ 41,851    $ 540,983   $ 329,988  
                                                                        ========   ========    =========   =========  
</TABLE>

<TABLE>
<CAPTION>
                                                                              Strong             Strong Short-Term     
                                                                          Advantage Fund             Bond Fund         
                                                                       --------------------   -----------------------  
                                                                          1994       1993        1994         1993    
                                                                       ---------   --------   ----------   ---------- 
<S>                                                                    <C>         <C>        <C>          <C>
OPERATIONS:                                                                                                           
  Net Investment Income                                                $ 37,235    $ 18,946   $   90,851   $   69,400 
  Net Realized Gain (Loss)                                               (2,744)      1,561      (50,796)       2,677 
  Change in Unrealized Appreciation/Depreciation                        (10,098)      3,767      (66,022)      18,244 
                                                                       --------    --------   ----------   ---------- 
  Increase (Decrease) in Net Assets Resulting from Operations            24,393      24,274      (25,967)      90,321 
                                                                                                                      

CAPITAL SHARE TRANSACTIONS                                              508,148     137,789     (373,029)     755,771 
                                                                                                                      
DISTRIBUTIONS:                                                                                                        
  From Net Investment Income                                            (36,644)    (18,946)     (90,851)     (69,400)
  In Excess of Net Investment Income                                         --          --         (699)      (1,932)
  In Excess of Net Realized Gains                                          (854)         --           --           -- 
                                                                       --------    --------   ----------   ---------- 
TOTAL INCREASE (DECREASE) IN NET ASSETS                                 495,043     143,117     (490,546)     774,760 
                                                                                                                      
NET ASSETS:                                                                                                           
  Beginning of Year                                                     415,465     272,348    1,531,627      756,867 
                                                                       --------    --------   ----------   ---------- 
  End of Year                                                          $910,508    $415,465   $1,041,081   $1,531,627 
                                                                       ========    ========   ==========   ========== 
</TABLE>                                                                   

                      See notes to financial statements.


                                      31


<PAGE>   34
STATEMENTS OF CHANGES IN NET ASSETS
- - - --------------------------------------------------------------------------------
For the Years Ended December 31, 1994 and 1993
<TABLE>
<CAPTION>
                                                                                    (In Thousands)               
                                                                                                                 
                                                                     Strong Government             Strong     
                                                                      Securities Fund            Income Fund  
                                                                   ----------------------    --------------------
                                                                     1994         1993          1994       1993  
                                                                   --------     ---------    ---------   --------
<S>                                                                <C>          <C>           <C>        <C>
OPERATIONS:                                                                                                      
  Net Investment Income                                            $ 16,009     $  9,158      $  9,401   $  8,077
  Net Realized Gain (Loss)                                          (16,921)       5,975        (7,208)     7,797
  Change in Unrealized Appreciation/Depreciation                     (8,007)          (4)       (4,027)     1,810
                                                                   --------     --------      --------   --------
Increase (Decrease) in Net Assets Resulting from Operations          (8,919)      15,129        (1,834)    17,684

CAPITAL SHARE TRANSACTIONS                                           79,799      141,708        11,225     11,010

DISTRIBUTIONS:                                                                 
  From Net Investment Income                                        (16,009)      (9,158)       (9,401)    (8,077)
  In Excess of Net Investment Income                                     --           --           (85)        --
  From Net Realized Gains                                                --       (6,111)           --         --
  In Excess of Net Realized Gains                                        --       (1,776)           --         --
                                                                   --------      -------       -------    -------
TOTAL INCREASE (DECREASE) IN NET ASSETS                              54,871      139,792           (95)    20,617
                                                                                                                 
NET ASSETS:                                                                                        
  Beginning of Year                                                 221,961       82,169       123,400    102,783
                                                                   --------     --------      --------   --------
  End of Year                                                      $276,832     $221,961      $123,305   $123,400
                                                                   ========     ========      ========   ========
</TABLE> 
         
                          See notes to financial statements.


                                          32

<PAGE>   35
NOTES TO FINANCIAL STATEMENTS
- - - --------------------------------------------------------------------------------
December 31, 1994

1.  ORGANIZATION

    The Strong Income Funds consist of Strong U.S. Treasury Money Fund, Inc.,
    Strong Money Market Fund, Inc., Strong Advantage Fund, Inc., Strong
    Short-Term Bond Fund, Inc., Strong Government Securities Fund, Inc. and
    Strong Income Fund, Inc. The Funds are separately incorporated, diversified,
    open-end management investment companies registered with the Securities and
    Exchange Commission under the Investment Company Act of 1940.

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--Debt securities are valued on the basis of
         valuations furnished by a pricing service that utilizes electronic data
         processing techniques to determine valuations for normal
         institutional-size trading units of debt securities  without regard to
         sale or bid prices when such valuations are believed to more accurately
         reflect the fair value of such securities. Otherwise, sale or bid
         prices are used. Securities for which 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 Directors of the Funds. Debt securities which are
         purchased within 60 days of their stated maturity are valued  at
         amortized cost, which approximates current value.

         Investments in Strong U.S. Treasury Money Fund and Strong Money Market
         Fund are valued using the amortized cost method (which approximates
         current value), whereby investments purchased at a discount or premium
         are valued by amortizing the difference between the original  purchase
         price and maturity value of the issue over the period to maturity.

         The Funds own certain investment securities which are restricted as to
         resale. These securities are valued by the Funds after giving due
         consideration to pertinent factors including recent private sales,
         market conditions, and the issuer's financial performance. Where future
         disposition of these securities requires registration under the
         Securities Act of 1933, the Funds have the right to include their
         securities in such registration, generally without cost to the Funds.
         Aggregate cost and fair value of these restricted securities held at
         December 31, 1994 were as follows:

<TABLE>
<CAPTION>
                                     Strong Money        Strong        Strong Short-Term   Strong Government     Strong
                                     Market Fund      Advantage Fund       Bond Fund        Securities Fund    Income Fund
                                     ------------     --------------   -----------------   -----------------   -----------
         <S>                         <C>               <C>               <C>                 <C>               <C>
         Aggregate Cost              $10,000,000       $76,136,760       $109,764,519        $20,000,000       $6,488,500
         Aggregate Fair Value         10,000,000        75,554,464        109,025,364         20,037,500        6,473,125
         Percent of Net Assets               1.8%              8.3%              10.5%               7.2%             5.2%
</TABLE>

    (B)  Federal Income and Excise Taxes and Distributions to Shareholders--It
         is the Funds'policy 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.

    (C)  Realized Gains and Losses On Investment Transactions--The Funds
         determine the gain or loss realized on investment transactions by
         comparing the identified cost of the security lot sold with the net
         sales proceeds.

    (D)  Futures--The Funds, except for Strong U.S. Treasury Money Fund and
         Strong Money Market Fund, may enter into futures contracts for
         traditional hedging purposes. Upon entering into a futures contract,
         the Funds pledge to the broker cash or U.S. Government securities
         equal to the minimum "initial margin" requirements of the exchange.
         Additionally, the Funds receive from or pay to the broker an amount of
         cash equal to the daily fluctuation in value of the contract. Such
         receipts or payments are known as "variation margin," and are recorded
         by the Funds as unrealized gains or losses. When the futures contract
         is closed, the Funds record a realized 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.
        
         The use of futures contracts involves, to varying degrees, elements of
         market risk in excess of the amount recognized in the statement of
         assets and liabilities. The predominant risk is that the movement in
         the price of the futures contract may not correlate perfectly with the
         movement in the prices of the assets being hedged. A lack of
         correlation could render the portfolio's hedging strategy unsuccessful
         and could result in a loss to the portfolio.

         Futures contracts open at December 31, 1994 were as follows:

<TABLE>
<CAPTION>
                                                                                                         Contract Value
             Fund               Collateral (Par Value)                        Contracts                  (In Thousands)
             ----               ----------------------                        ---------                  --------------
         <S>                 <C>                             <C>                                           <C>
         Advantage                     U.S. Treasury Bills:  226  Two-Year U.S. Treasury Notes (Short)     ($45,190)
                             $ 260,000 Due 1/12/95           194  Five-Year U.S. Treasury Notes (Short)    ($19,418)
                                25,000 Due 2/02/95           112  Ten-Year U.S. Treasury Notes (Short)     ($11,193)
                               110,000 Due 2/09/95
                               220,000 Due 2/23/95

         Short-Term Bond       726,630 FHLMC
                                       Due 11/01/09          350  Two-Year U.S. Treasury Notes (Short)      (69,984)
                               357,211 GNMA Due 9/15/05      640  Ten-Year U.S. Treasury Notes (Short)      (63,960)
                                       U.S. Treasury Bills:
                               340,000 Due 1/12/95
                               330,000 Due 2/09/95
                                60,000 Due 2/23/95
</TABLE>

<TABLE>
<CAPTION>
                                             Unrealized
                                            Appreciation
                                           (Depreciation)
             Fund            Expiration    (In Thousands)
             ----            ----------    --------------
         <S>                 <C>                <C>
         Advantage           March 1995         $ 206
                             March 1995            50
                             March 1995          (125)



         Short-Term Bond
                             March 1995           307
                             March 1995          (439)

</TABLE>

                                          33
<PAGE>   36

NOTES TO FINANCIAL STATEMENTS (continued)
- - - --------------------------------------------------------------------------------
December 31, 1994

    (D)  Futures (continued)

<TABLE>
<CAPTION>
                                                                                                      Contract Value
             Fund            Collateral (Par Value)                        Contracts                  (In Thousands)
             ----            ----------------------                        ---------                  --------------
         <S>              <C>                             <C>                                           <C>
         Income           $260,816 FNMA Due 4/01/11       49  Ten-Year U.S. Treasury Notes (Short)      ($4,897)
                                   U.S. Treasury Bills:   65  U.S. Treasury Bonds (Long)                  6,445
                            75,000 Due 2/02/95
                           150,000 Due 2/09/95
                            90,000 Due 2/23/95
                            25,000 Due 3/02/95
</TABLE>
   
<TABLE>
<CAPTION>
                                          Unrealized
                                         Appreciation
                                        (Depreciation)
             Fund         Expiration    (In Thousands)
             ----         ----------    --------------
         <S>              <C>              <C>
         Income           March 1995       ($12)
                          March 1995        (19)
</TABLE>

    (E)  Options--The Funds, except for Strong U.S. Treasury Money Fund and
         Strong Money Market Fund, may engage in options transactions to hedge
         against expected declines of their portfolio securities. Premiums
         received by the Funds upon writing covered call options are recorded in
         each Fund's statement of assets and liabilities 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, each Fund realizes a gain or loss, and the liability is
         eliminated. Each Fund continues to bear the risk of a decline in the
         price of the underlying security during the period in which a written
         covered call option is outstanding, although any potential loss during
         the period would be reduced by the amount of the option premium
         received.

         The Funds, except for Strong U.S. Treasury Money Fund and Strong Money
         Market Fund, may also purchase put options on futures contracts, write
         call options on futures contracts, and enter into related closing
         transactions for hedging purposes. These options generally are similar
         to an option covering a specific security, except that delivery of cash
         rather than the underlying security is made.

         The use of written option contracts involves elements of market risk in
         excess of the amount recognized in the statement of assets and
         liabilities. The contract value represents a Fund's involvement in 
         these financial instruments. When required, a Fund will set aside 
         permissible liquid assets in a segregated account to secure its 
         potential obligations under its options positions.

    (F)  Foreign Currency Translation--Investment securities and other assets
         and liabilities denominated 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.

    (G)  When-Issued Securities--The Funds, except for Strong U.S. Treasury
         Money Fund, may purchase securities on a when-issued or delayed
         delivery basis. Although the payment and interest terms of these
         securities are established at the time the purchaser enters into the
         agreement, these securities may be delivered and paid for at a future
         date, generally within 45 days. The Funds record purchases of
         when-issued securities and reflect the values of such securities in
         determining net asset value in the same manner as other portfolio
         securities. The Funds segregate and maintain at all times cash, cash
         equivalents, or other high-quality liquid debt securities in an amount
         at least equal to the amount of outstanding commitments for when-issued
         securities.

    (H)  Average Years to Maturity--A Fund's average portfolio maturity is
         generally based on the actual stated maturity of a security. However,
         the maturity date of a variable rate security is the next interest
         rate adjustment date and for a debt security with a put or demand
         feature, the next put or demand exercise date is considered its
         maturity. The maturity of a mortgage-backed security is determined on
         an "expected life" basis. Notwithstanding the foregoing, the use of
         futures contracts and options for hedging purposes may impact the
         effective maturity of a portfolio security and accordingly, the
         calculated average years to maturity of the Fund portfolio. An average
         effective maturity is also calculated for the Strong Advantage Fund.
         For purposes of this calculation, the call date of a security subject
         to redemption and reasonably expected to be called is used in  
         determining the effective maturity of the Fund portfolio.

    (I)  Other--Portfolio transactions are recorded on the trade date. Dividend
         income and distributions to shareholders are recorded on the
         ex-dividend date. Interest income is recorded on the accrual basis.

3.  NET ASSETS

    Net assets as of December 31, 1994 were as follows (in thousands):

<TABLE>
<CAPTION>
                                                 Strong U.S. Treasury     Strong Money      
                                                      Money Fund          Market Fund       
                                                 --------------------     ------------      
    <S>                                              <C>                  <C>               
    Capital Stock and Total Net Assets               $ 67,527             $  540,983        
                                                     ========             ==========        
        
<CAPTION>
                                                        Strong         Strong Short-Term      Strong Government    Strong
                                                    Advantage Fund         Bond Fund           Securities Fund   Income Fund
                                                    --------------     -----------------      -----------------  -----------
    <S>                                               <C>                 <C>                     <C>             <C>
    Capital Stock                                     $918,469            $1,150,739              $302,543        $182,257
    Undistributed Net Realized Loss                     (2,301)              (56,803)              (18,697)        (57,872)
    Net Unrealized Depreciation                         (5,660)              (52,855)               (7,014)         (1,080)
                                                      --------            ----------              --------        --------
    Net Assets                                        $910,508            $1,041,081              $276,832        $123,305
                                                      ========            ==========              ========        ========
</TABLE>                                             

                                          34
<PAGE>   37

NOTES TO FINANCIAL STATEMENTS (continued)
- - - --------------------------------------------------------------------------------

4.  CAPITAL SHARE TRANSACTIONS

    Transactions in shares of the Funds during 1994 and 1993 were as follows (in
    thousands):

<TABLE>
<CAPTION>
                                                              1994                               1993
                                                   --------------------------          ------------------------- 
                                                     Shares         Dollars             Shares          Dollars 
                                                   ---------      -----------          --------       ---------- 
    <S>                                            <C>            <C>                  <C>            <C>       
    STRONG U.S. TREASURY MONEY FUND

    Shares Sold                                      165,274      $   165,274            61,265       $   61,265
    Shares Issued in Reinvestment of Dividends         2,002            2,002               682              682
    Shares Redeemed                                 (141,600)        (141,600)          (49,486)         (49,486)
                                                   ---------      -----------          --------       ----------
    Net Increase                                      25,676      $    25,676            12,461       $   12,461
                                                   =========      ===========          ========       ==========
    STRONG MONEY MARKET FUND

    Shares Sold                                    1,084,908      $ 1,084,908           774,248       $  774,248
    Shares Issued in Reinvestment of Dividends        14,688           14,688             9,118            9,118
    Shares Redeemed                                 (888,601)        (888,601)         (843,381)        (843,381)
                                                   ---------      -----------          --------       ----------
    Net Increase (Decrease)                          210,995      $   210,995           (60,015)     ($   60,015)
                                                   =========      ===========          ========       ==========
    STRONG ADVANTAGE FUND

    Shares Sold                                      112,510      $ 1,132,912            35,383       $  358,430
    Shares Issued in Reinvestment of Dividends         3,025           30,452             1,630           16,484
    Shares Redeemed                                  (65,131)        (655,216)          (23,422)        (237,125)
                                                   ---------      -----------          --------       ----------
    Net Increase                                      50,404      $   508,148            13,591       $  137,789
                                                   =========      ===========          ========       ==========
    STRONG SHORT-TERM BOND FUND

    Shares Sold                                       85,039      $   852,010           128,697       $1,313,661
    Shares Issued in Reinvestment of Dividends         7,807           77,038             5,368           54,698
    Shares Redeemed                                 (132,054)      (1,302,077)          (60,062)        (612,588)
                                                   ---------      -----------          --------       ----------
    Net Increase (Decrease)                          (39,208)    ($   373,029)           74,003       $  755,771
                                                   =========      ===========          ========       ==========
    STRONG GOVERNMENT SECURITIES FUND

    Shares Sold                                       22,577      $   227,816            18,072       $  197,199
    Shares Issued in Reinvestment of Dividends         1,285           12,889             1,263           13,573
    Shares Redeemed                                  (16,028)        (160,906)           (6,319)         (69,064)
                                                   ---------      -----------          --------       ----------
    Net Increase                                       7,834      $    79,799            13,016       $  141,708
                                                   =========      ===========          ========       ==========
    STRONG INCOME FUND

    Shares Sold                                        6,978      $    67,971             5,081       $   50,611
    Shares Issued in Reinvestment of Dividends           727            7,032               604            5,984
    Shares Redeemed                                   (6,570)         (63,778)           (4,569)         (45,585)
                                                   ---------      -----------          --------       ----------
    Net Increase                                       1,135      $    11,225             1,116       $   11,010
                                                   =========      ===========          ========       ==========
</TABLE>

5.  RELATED PARTY TRANSACTIONS

    Strong Capital Management, Inc. (the "Advisor"), with whom certain officers
    and a director 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 annualized rates of .40% of the average daily net
    assets of Strong U.S. Treasury Money Fund, .50% of the average daily net
    assets of Strong Money Market Fund, .60% of the average daily net assets of
    Strong Advantage Fund and Strong Government Securities Fund, and .625% of
    the average daily net assets of Strong Short-Term Bond Fund and Strong
    Income Fund. Advisory fees are subject to reimbursement  by the Advisor if
    the Funds'operating expenses exceed certain levels. Shareholder
    recordkeeping and related service fees are based on contractually
    established rates for each open and closed shareholder account. In addition,
    the Advisor is compensated for certain other services related to costs
    incurred for reports to shareholders.

    Certain information regarding these transactions, excluding the effects of
    waivers and reimbursements, for the year ended December 31, 1994 is as
    follows (in thousands):

<TABLE>
<CAPTION>
                                                               Strong U.S. Treasury          Strong            Strong
                                                                    Money Fund         Money Market Fund   Advantage Fund
                                                               --------------------    -----------------   --------------
    <S>                                                               <C>                     <C>               <C>
    Payable to Advisor at December 31, 1994                           $ 25                    $ 46              $502
    Other Shareholder Servicing Expenses Paid to Advisor                 3                      31                22
    Unaffiliated Directors' Fees                                         1                       5                 6

<CAPTION>
                                                                Strong Short-Term      Strong Government       Strong
                                                                    Bond Fund           Securities Fund      Income Fund
                                                                -----------------      -----------------     -----------
<S>                                                               <C>                     <C>               <C>
    Payable to Advisor at December 31, 1994                           $634                    $144              $ 73
    Other Shareholder Servicing Expenses Paid to Advisor                58                      10                 9
    Unaffiliated Directors' Fees                                        19                       4                 3

</TABLE>

                                          
                                          35
<PAGE>   38
NOTES TO FINANCIAL STATEMENTS (continued)
- - - --------------------------------------------------------------------------------
December 31, 1994

5.  RELATED PARTY TRANSACTIONS (continued)

    During 1994, the Advisor settled an SEC administrative action involving
    security transactions between mutual funds managed by the Advisor. The SEC'
    order alleged that certain transactions involved did not fully comply with
    Rule 17a-7 under the Investment Company Act of 1940 that sets forth a number
    of detailed requirements for cross trades. As part of the settlement, the
    Advisor reimbursed Strong Advantage Fund $46,230 for pricing errors in
    effecting certain of these trades between 1987 and early 1990.

6.  INVESTMENT TRANSACTIONS

    The aggregate purchases and sales of long-term securities during 1994 were
    as follows (in thousands):

<TABLE>
<CAPTION>
                                              Strong            Strong Short-Term
                                           Advantage Fund            Bond Fund
                                           --------------       -----------------
    <S>                                      <C>                    <C>
    Purchases:
      U.S. Government and Agency             $  113,158             $  930,698
      Other                                   1,645,461              2,324,563
    Sales:                                                                    
      U.S. Government and Agency                140,055              1,001,898
      Other                                   1,150,899              2,683,212
                                                         

<CAPTION>
                                          Strong Government          Strong
                                           Securities Fund         Income Fund
                                          -----------------        -----------
    <S>                                        <C>                    <C>
    Purchases:
      U.S. Government and Agency               $811,162               $191,136
      Other                                     371,704                538,493
    Sales:                                                                   
      U.S. Government and Agency                747,255                194,096
      Other                                     378,743                525,070
</TABLE>                                                            

7.  INCOME TAX INFORMATION

    At December 31, 1994, the investment cost, gross unrealized appreciation and
    depreciation on investments and capital loss carryovers (expiring in varying
    amounts through 2002) for Federal income tax purposes were as follows (in
    thousands):

<TABLE>
<CAPTION>
                                               Strong            Strong Short-Term
                                           Advantage Fund            Bond Fund 
                                           --------------        -----------------
    <S>                                        <C>                   <C>
    Aggregate Investment Cost                  $925,913              $1,085,998
    Aggregate Unrealized:
      Appreciation                             $  2,228              $    2,312
      Depreciation                               (8,090)                (60,760)
                                               --------              ----------
                                              ($  5,862)            ($   58,448)
                                               ========              ==========
    Capital Loss Carryovers                    $  2,099              $   51,213
                                               ========              ==========

<CAPTION>
                                          Strong Government            Strong
                                           Securities Fund           Income Fund
                                          -----------------          -----------
    <S>                                       <C>                      <C>      
    Aggregate Investment Cost                  $297,983                $122,395 
    Aggregate Unrealized:                                                     
      Appreciation                             $  1,309                $  1,832 
      Depreciation                              (10,693)                 (2,997)
                                               --------                -------- 
                                              ($  9,384)              ($  1,165)
                                               ========                ======== 
    Capital Loss Carryovers                    $ 16,327                $ 57,791 
                                               ========                ======== 
</TABLE>                                                            

8.  FOREIGN INVESTMENTS

    Investments in foreign markets can pose more risks than U.S. investments,
    and, to the extent that each Fund invests in foreign securities, each Fund's
    share price is expected to be more volatile than that of a U.S.-only fund.
    The value of each Fund's foreign securities will fluctuate with changes in
    market conditions, currency values, interest rates, foreign government
    regulations, and economic and political conditions in countries in which
    each Fund invests. These risks are generally intensified for investments in
    emerging markets.

                                          36


<PAGE>   39
FINANCIAL HIGHLIGHTS
- - - --------------------------------------------------------------------------------

The following presents information relating to a share of capital stock of each
of the Funds, outstanding for the entire period.

STRONG U.S. TREASURY MONEY FUND

<TABLE>
<CAPTION>

                                                         1994         1993         1992          1991
                                                       --------     --------     --------      --------
<S>                                                    <C>          <C>          <C>           <C>
NET ASSET VALUE, BEGINNING OF PERIOD                   $   1.00     $   1.00     $   1.00      $   1.00
  Net Investment Income                                    0.04         0.03         0.04          0.06
  Dividends From Net Investment Income                    (0.04)       (0.03)       (0.04)        (0.06)
                                                       --------     --------     --------      --------
NET ASSET VALUE, END OF PERIOD                         $   1.00     $   1.00     $   1.00      $   1.00
                                                       ========     ========     ========      ========
Total Return                                              +3.8%        +2.9%        +3.7%         +5.8%
Net Assets, End of Period (In Thousands)               $ 67,527     $ 41,851     $ 29,390      $ 20,431
Ratio of Expenses to Average Net Assets                    0.2%         0.2%         0.3%          0.3%
Ratio of Expenses to Average Net Assets
  Without Waivers and Absorptions                          0.8%         1.0%         0.9%          1.0%
Ratio of Net Investment Income to Average Net Assets       3.8%         2.9%         3.6%          5.4%
</TABLE>

STRONG MONEY MARKET FUND

<TABLE>
<CAPTION>
                                                         1994         1993         1992          1991         1990         1989
                                                       --------     --------     --------      --------     --------     --------
<S>                                                    <C>          <C>          <C>           <C>          <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                   $   1.00     $   1.00     $   1.00      $   1.00     $   1.00     $   1.00
                                                       --------     --------     --------      --------     --------     --------
  Net Investment Income                                    0.04         0.03         0.03          0.06         0.08         0.09
  Dividends From Net Investment Income                    (0.04)       (0.03)       (0.03)        (0.06)       (0.08)       (0.09)
                                                       --------     --------     --------      --------     --------     --------
NET ASSET VALUE, END OF PERIOD                         $   1.00     $   1.00     $   1.00      $   1.00     $   1.00     $   1.00
                                                       ========     ========     ========      ========     ========     ========
Total Return                                              +4.0%        +2.9%        +3.7%         +6.1%        +8.1%        +9.2%
Net Assets, End of Period  (In Thousands)              $540,983     $329,988     $390,003      $533,869     $768,870     $829,332
Ratio of Expenses to Average Net Assets                    0.6%         0.7%         0.8%          0.7%         0.7%         0.7%
Ratio of Expenses to Average Net Assets
  Without Waivers and Absorptions                          0.9%        1.0%          1.1%          1.0%         0.9%         1.0%
Ratio of Net Investment Income to Average Net Assets       4.0%        2.9%          3.7%          6.0%         7.8%         8.8%

</TABLE>


<TABLE>
<CAPTION>
                                                         1988         1987         1986         1985**
                                                       --------     --------     --------     --------
<S>                                                    <C>          <C>          <C>          <C>

NET ASSET VALUE, BEGINNING OF PERIOD                   $   1.00     $   1.00     $   1.00     $   1.00

  Net Investment Income                                    0.07         0.06         0.06         0.02
  Dividends From Net Investment Income                    (0.07)       (0.06)       (0.06)       (0.02)
                                                       --------     --------      --------    --------
NET ASSET VALUE, END OF PERIOD                         $   1.00     $   1.00     $   1.00     $   1.00
                                                       ========     ========     ========     ========
Total Return                                              +7.5%        +6.4%        +6.5%        +1.5%
Net Assets, End of Period  (In Thousands)              $464,459     $194,963     $ 26,363     $    944
Ratio of Expenses to Average Net Assets                    1.1%         0.8%         0.8%         0.4%*
Ratio of Expenses to Average Net Assets
  Without Waivers and Absorptions                          1.1%         1.1%         1.3%         0.9%*
Ratio of Net Investment Income to Average Net Assets       7.4%         6.6%         5.8%         7.8%*


</TABLE>

 * Calculated on an annualized basis.
** Inception date is October 22, 1985 for Strong Money Market Fund. Total return
   is not annualized.

                                       37


<PAGE>   40

FINANCIAL HIGHLIGHTS (continued)
- - - --------------------------------------------------------------------------------

STRONG ADVANTAGE FUND
<TABLE>
<CAPTION>
                                                                  1994          1993         1992         1991         1990
                                                               ---------     ---------     --------     --------     --------
<S>                                                            <C>           <C>           <C>          <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                            $  10.19      $  10.01     $   9.90     $   9.67     $   9.87
INCOME FROM INVESTMENT OPERATIONS
  Net Investment Income                                             0.55          0.59         0.70         0.76         0.83
  Net Realized and Unrealized Gains (Losses) on Investments        (0.19)         0.18         0.11         0.23        (0.20)
                                                               ---------     ---------     --------     --------     --------
TOTAL FROM INVESTMENT OPERATIONS                                    0.36          0.77         0.81         0.99         0.63
LESS DISTRIBUTIONS
  From Net Investment Income                                       (0.55)        (0.59)       (0.70)       (0.76)       (0.83)
  In Excess of Net Realized Gains                                  (0.02)           --           --           --           --
                                                               ---------     ---------     --------     --------     --------
TOTAL DISTRIBUTIONS                                                (0.57)        (0.59)       (0.70)       (0.76)       (0.83)
                                                               ---------     ---------     --------     --------     --------
NET ASSET VALUE, END OF PERIOD                                  $   9.98      $  10.19     $  10.01     $   9.90     $   9.67
                                                               =========     =========     ========     ========     ========
Total Return                                                       +3.6%         +7.9%        +8.4%       +10.6%        +6.6%
Net Assets, End of Period (In Thousands)                        $910,508      $415,465     $272,348     $143,215     $119,189
Ratio of Expenses to Average Net Assets                             0.8%          0.9%         1.0%         1.2%         1.2%
Ratio of Expenses to Average Net Assets Without Waivers             0.8%          0.9%         1.0%         1.2%         1.2%
Ratio of Net Investment Income to Average Net Assets                5.6%          5.8%         7.0%         7.8%         8.5%
Portfolio Turnover Rate                                           221.0%        304.8%       316.1%       503.0%       274.1%
</TABLE>



<TABLE>
<CAPTION>
                                                                 1989         1988**
                                                               --------     --------
<S>                                                            <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                           $  10.00     $   9.99
INCOME FROM INVESTMENT OPERATIONS
  Net Investment Income                                            1.03         0.09
  Net Realized and Unrealized Gains (Losses) on Investments       (0.13)        0.01
                                                               --------     --------
TOTAL FROM INVESTMENT OPERATIONS                                   0.90         0.10
LESS DISTRIBUTIONS
  From Net Investment Income                                      (1.03)       (0.09)
  In Excess of Net Realized Gains                                    --           --
                                                               --------     --------
TOTAL DISTRIBUTIONS                                               (1.03)       (0.09)
                                                               --------     --------
NET ASSET VALUE, END OF PERIOD                                 $   9.87     $  10.00
                                                               ========     ========
Total Return                                                      +9.4%        +1.0%
Net Assets, End of Period (In Thousands)                       $142,807     $  7,544
Ratio of Expenses to Average Net Assets                            1.1%         1.1%*
Ratio of Expenses to Average Net Assets Without Waivers            1.2%         1.7%*
Ratio of Net Investment Income to Average Net Assets              10.0%        11.1%*
Portfolio Turnover Rate                                          211.3%       231.8%*
</TABLE>


STRONG SHORT-TERM BOND FUND
<TABLE>
<CAPTION>
                                                                 1994           1993           1992             1991
                                                              ----------     ----------      --------         --------
<S>                                                           <C>            <C>             <C>              <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $    10.23     $     9.99      $  10.12         $   9.53
INCOME FROM INVESTMENT OPERATIONS
  Net Investment Income                                             0.64           0.66          0.76             0.75
  Net Realized and Unrealized Gains (Losses) on Investments        (0.80)          0.25         (0.11)            0.59
                                                              ----------     ----------      --------         --------
TOTAL FROM INVESTMENT OPERATIONS                                   (0.16)          0.91          0.65             1.34
LESS DISTRIBUTIONS
  From Net Investment Income                                       (0.65)         (0.66)        (0.76)           (0.75)
  In Excess of Net Investment Income                                  --          (0.01)           --               --
  From Net Realized Gains                                             --             --         (0.02)(1)           --
                                                              ----------     ----------      --------         --------
TOTAL DISTRIBUTIONS                                                (0.65)         (0.67)        (0.78)           (0.75)
                                                              ----------     ----------      --------         --------
NET ASSET VALUE, END OF PERIOD                                $     9.42     $    10.23      $   9.99         $  10.12
                                                              ==========     ==========      ========         ========
Total Return                                                       -1.6%          +9.3%         +6.7%           +14.6%
Net Assets, End of Period (In Thousands)                      $1,041,081     $1,531,627      $756,867         $164,954
Ratio of Expenses to Average Net Assets                             0.9%           0.8%          0.6%             1.0%
Ratio of Expenses to Average Net Assets
  Without Waivers and Absorptions                                   0.9%           0.9%          0.9%             1.2%
Ratio of Net Investment Income to Average Net Assets                6.5%           6.3%          7.3%             7.8%
Portfolio Turnover Rate                                           249.7%         444.9%        353.3%           398.1%

</TABLE>



<TABLE>
<CAPTION>
                                                                1990         1989         1988          1987**
                                                              --------     --------     --------      --------
<S>                                                           <C>          <C>          <C>           <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $   9.86     $  10.09     $  10.03      $  10.00
INCOME FROM INVESTMENT OPERATIONS
  Net Investment Income                                           0.81         0.99         0.86          0.27
  Net Realized and Unrealized Gains (Losses) on Investments      (0.33)       (0.18)        0.13          0.04
                                                              --------     --------     --------      --------
TOTAL FROM INVESTMENT OPERATIONS                                  0.48         0.81         0.99          0.31
LESS DISTRIBUTIONS
  From Net Investment Income                                     (0.81)       (0.99)       (0.86)        (0.27)
  In Excess of Net Investment Income                                --           --           --            --
  From Net Realized Gains                                           --        (0.05)       (0.07)        (0.01)
                                                              --------     --------     --------      --------
TOTAL DISTRIBUTIONS                                              (0.81)       (1.04)       (0.93)        (0.28)
                                                              --------     --------     --------      --------
NET ASSET VALUE, END OF PERIOD                                $   9.53     $   9.86     $  10.09      $  10.03
                                                              ========     ========     ========      ========
Total Return                                                     +5.3%        +8.2%       +10.1%         +3.2%
Net Assets, End of Period (In Thousands)                      $ 80,070     $130,001     $102,175      $ 17,128
Ratio of Expenses to Average Net Assets                           1.3%         1.1%         1.0%          0.1%*
Ratio of Expenses to Average Net Assets
  Without Waivers and Absorptions                                 1.3%         1.2%         1.2%          0.8%*
Ratio of Net Investment Income to Average Net Assets              8.6%         9.7%         8.5%          8.8%*
Portfolio Turnover Rate                                         313.8%       177.0%       461.3%        135.5%*

</TABLE>

  *  Calculated on an annualized basis.
 **  Respective inception dates are November 25, 1988 and August 31, 1987, for
     Strong Advantage Fund and Strong Short-Term Bond Fund, respectively. Total
     return is not annualized.
 (1) Ordinary income distribution is for tax purposes.

                                       38


<PAGE>   41


FINANCIAL HIGHLIGHTS (continued)
- - - --------------------------------------------------------------------------------

STRONG GOVERNMENT SECURITIES FUND


<TABLE>
<CAPTION>
                                                                1994         1993         1992         1991         1990
                                                              --------     --------     --------     --------     --------
<S>                                                           <C>          <C>          <C>          <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $  10.61     $  10.39     $  10.77     $  10.10     $  10.08
INCOME FROM INVESTMENT OPERATIONS
  Net Investment Income                                           0.62         0.66         0.80         0.77         0.72
  Net Realized and Unrealized Gains (Losses) on Investments      (0.98)        0.63         0.11         0.84         0.12
                                                              --------     --------     --------     --------     --------
TOTAL FROM INVESTMENT OPERATIONS                                 (0.36)        1.29         0.91         1.61         0.84
LESS DISTRIBUTIONS
  From Net Investment Income                                     (0.62)       (0.66)       (0.80)       (0.77)       (0.72)
  From Net Realized Gains                                           --        (0.32)       (0.49)       (0.17)       (0.10)
  In Excess of Net Realized Gains                                   --        (0.09)          --           --           --
                                                              --------     --------     --------     --------     --------
TOTAL DISTRIBUTIONS                                              (0.62)       (1.07)       (1.29)       (0.94)       (0.82)
                                                              --------     --------     --------     --------     --------
NET ASSET VALUE, END OF PERIOD                                $   9.63     $  10.61     $  10.39     $  10.77     $  10.10
                                                              ========     ========     ========     ========     ========
Total Return                                                     -3.4%       +12.7%        +9.2%       +16.7%        +8.7%

Net Assets, End of Period (In Thousands)                      $276,832     $221,961     $ 82,169     $ 51,934     $ 41,099
Ratio of Expenses to Average Net Assets                           0.9%         0.8%         0.7%         0.8%         1.3%
Ratio of Expenses to Average Net Assets
  Without Waivers and Absorptions                                 0.9%         1.0%         1.2%         1.4%         1.5%
Ratio of Net Investment Income to Average Net Assets              6.2%         6.0%         7.7%         7.5%         7.2%
Portfolio Turnover Rate                                         479.0%       520.9%       628.8%       292.9%       254.2%
</TABLE>

<TABLE>
<CAPTION>
                                                                1989        1988          1987         1986**
                                                              --------    ---------     --------     --------
<S>                                                           <C>         <C>           <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $   9.98    $    9.75     $  10.09     $  10.00
INCOME FROM INVESTMENT OPERATIONS
  Net Investment Income                                           0.78         0.68         0.65         0.13
  Net Realized and Unrealized Gains (Losses) on Investments       0.17         0.32        (0.34)        0.09
                                                              --------    ---------     --------     --------
TOTAL FROM INVESTMENT OPERATIONS                                  0.95         1.00         0.31         0.22

LESS DISTRIBUTIONS
  From Net Investment Income                                     (0.78)       (0.68)       (0.65)       (0.13)
  From Net Realized Gains                                        (0.07)       (0.09)          --           --
  In Excess of Net Realized Gains                                   --           --           --           --
                                                              --------    ---------     --------     --------
TOTAL DISTRIBUTIONS                                              (0.85)       (0.77)       (0.65)       (0.13)
                                                              --------    ---------     --------     --------
NET ASSET VALUE, END OF PERIOD                                $  10.08    $    9.98     $   9.75     $  10.09
                                                              ========    =========     ========     ========
Total Return                                                     +9.9%       +10.5%        +3.4%        +2.2%

Net Assets, End of Period (In Thousands)                      $ 35,119    $  25,408     $ 11,380     $    880
Ratio of Expenses to Average Net Assets                           1.3%         0.4%         1.0%         0.6%*
Ratio of Expenses to Average Net Assets
  Without Waivers and Absorptions                                 1.6%         1.6%         1.6%         1.2%*
Ratio of Net Investment Income to Average Net Assets              7.6%         6.9%         6.6%         7.2%*
Portfolio Turnover Rate                                         421.6%     1,727.8%       715.0%         0.0%*
</TABLE>



STRONG INCOME FUND
<TABLE>
<CAPTION>
                                                                1994         1993         1992         1991         1990
                                                              --------     --------     --------     --------     --------
<S>                                                           <C>          <C>          <C>          <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $  10.24     $   9.40     $   9.37     $   8.87     $  10.57
INCOME FROM INVESTMENT OPERATIONS
  Net Investment Income                                           0.73         0.70         0.82         0.76         1.06
  Net Realized and Unrealized Gains (Losses) on Investments      (0.87)        0.84         0.03         0.50        (1.70)
                                                              --------     --------     --------     --------     --------
TOTAL FROM INVESTMENT OPERATIONS                                 (0.14)        1.54         0.85         1.26        (0.64)
LESS DISTRIBUTIONS
  From Net Investment Income                                     (0.73)       (0.70)       (0.82)       (0.76)       (1.06)
  In Excess of Net Investment Income                             (0.01)          --           --           --           --
  From Net Realized Gains                                           --           --           --           --           --
                                                              --------     --------     --------     --------     --------
TOTAL DISTRIBUTIONS                                              (0.74)       (0.70)       (0.82)       (0.76)       (1.06)
                                                              --------     --------     --------     --------     --------
NET ASSET VALUE, END OF PERIOD                                $   9.36     $  10.24     $   9.40     $   9.37     $   8.87
                                                              ========     ========     ========     ========     ========
Total Return                                                     -1.3%       +16.8%        +9.4%       +14.8%        -6.2%

Net Assets, End of Period (In Thousands)                      $123,305     $123,400     $102,783     $ 92,364     $ 92,201
Ratio of Expenses to Average Net Assets                           1.1%         1.1%         1.3%         1.5%         1.4%
Ratio of Net Investment Income to Average Net Assets              7.6%         7.0%         8.7%         8.4%        11.2%
Portfolio Turnover Rate                                         603.0%       665.8%       557.0%       392.4%       293.5%
</TABLE>


<TABLE>
<CAPTION>
                                                                1989        1988          1987         1986          1985**
                                                              --------    --------      --------     --------      --------
<S>                                                           <C>         <C>           <C>          <C>           <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $  11.88    $  11.64      $  12.65     $  10.30      $  10.00
INCOME FROM INVESTMENT OPERATIONS
  Net Investment Income                                           1.40        1.17          1.23         0.98          0.03
  Net Realized and Unrealized Gains (Losses) on Investments      (1.31)       0.24         (0.67)        2.08          0.27
                                                              --------    --------      --------     --------      --------
TOTAL FROM INVESTMENT OPERATIONS                                  0.09        1.41          0.56         3.06          0.30

LESS DISTRIBUTIONS
  From Net Investment Income                                     (1.40)      (1.17)        (1.53)       (0.71)           --
  In Excess of Net Investment Income                                --          --            --           --            --
  From Net Realized Gains                                           --          --         (0.04)          --            --
                                                              --------    --------      --------     --------      --------
TOTAL DISTRIBUTIONS                                              (1.40)      (1.17)        (1.57)       (0.71)           --
                                                              --------    --------      --------     --------      --------
NET ASSET VALUE, END OF PERIOD                                $  10.57    $  11.88      $  11.64     $  12.65      $  10.30
                                                              ========    ========      ========     ========      ========
Total Return                                                     +0.4%      +12.5%         +4.5%       +30.0%         +3.0%

Net Assets, End of Period (In Thousands)                      $195,350    $202,623      $137,898     $118,727      $  2,452
Ratio of Expenses to Average Net Assets                           1.2%        1.2%          1.1%         1.0%          1.1%*
Ratio of Net Investment Income to Average Net Assets             12.1%        9.8%         10.6%        11.3%         23.5%*
Portfolio Turnover Rate                                         207.2%      400.2%        245.4%       204.9%          7.3%*
</TABLE>


 * Calculated on an annualized basis.
** Inception dates are October 29, 1986 and December 12, 1985, for Strong
   Government Securities Fund and Strong Income Fund, respectively. Total return
   is not annualized.

 
                                       39


<PAGE>   42

REPORT OF INDEPENDENT ACCOUNTANTS
- - - --------------------------------------------------------------------------------


To the Shareholders and Board of Directors of the Strong Income Funds

We have audited the accompanying statements of assets and liabilities of Strong
U.S. Treasury Money Fund, Inc., Strong Money Market Fund, Inc., Strong Advantage
Fund, Inc., Strong Short-Term Bond Fund, Inc., Strong Government Securities
Fund, Inc., and Strong Income Fund, Inc. (collectively referred to herein as the
"Strong Income Funds"), including the schedules of investments in securities, as
of December 31, 1994, and the related statements of  operations for the year
then ended, the statements of changes in net assets for each of the two years in
the period then ended, and the financial highlights for each of the periods
indicated. These financial  statements and financial highlights are the
responsibility of the Funds'management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
December 31, 1994 by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of each
of the Strong Income Funds as of December 31, 1994, the results of their
operations for the year then ended, the changes in their net assets for each of
the two years in the period then ended, and the financial highlights for each of
the periods indicated, in conformity with generally accepted accounting
principles.

                                                     COOPERS & LYBRAND L.L.P.

Milwaukee, Wisconsin
February 1, 1995

                                       40

<PAGE>   43
                             DIRECTORS OF THE FUND

                               Richard S. Strong
                                Marvin E. Nevins
                                Willie D. Davis


                              OFFICERS OF THE FUND

                               Richard S. Strong
                             Chairman of the Board

                                 John Dragisic
                                 Vice Chairman

                               Lawrence A. Totsky
                                 Vice President

                                Thomas P. Lemke
                                 Vice President

                                Ann E. Oglanian
                                   Secretary

                               Thomas M. Zoeller
                                   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

                                    Auditors
                            Coopers & Lybrand L.L.P.
             411 East Wisconsin Avenue, Milwaukee, Wisconsin 53202

                                 Legal Counsel
                              Godfrey & Kahn, S.C.
               780 North Water Street, Milwaukee, Wisconsin 53202

                                 Ticker Symbols
                  SUSXX - The Strong U.S. Treasury Money Fund
                  SMNXX - The Strong Money Market Fund
                  STADX - The Strong Advantage Fund
                  SSTBX - The Strong Short-Term Bond Fund
                  STVSX - The Strong Government Securities Fund
                  SRNCX - The Strong Income Fund
<PAGE>   44
                    FOR LITERATURE AND INFORMATION REQUESTS,
                              CALL 1-800-368-1030.

                       TO DISCUSS AN EXISTING ACCOUNT OR
                             CONDUCT A TRANSACTION,
                              CALL 1-800-368-3863.

       This report must be preceded or accompanied by the prospectus for
                            the Strong Income Funds.



                                 [STRONG LOGO]

                        STRONG FUNDS DISTRIBUTORS, INC.
                                 P.O. Box 2936
                           Milwaukee, Wisconsin 53201




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