STRONG INCOME FUNDS INC
N-30D, 1999-07-08
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                                                            [STRONG LOGO]

     THE STRONG
     INCOME FUNDS
- ----------------------------------------------------------------
     SEMI-ANNUAL REPORT o APRIL 30, 1999

                       [PICTURE OF STRONG FUNDS BUILDING]

     The Strong Corporate Bond Fund

     The Strong Government Securities Fund

     The Strong High-Yield Bond Fund

     The Strong Short-Term Bond Fund

     The Strong Short-Term High Yield Bond Fund

<PAGE>

                            LETTER FROM THE CHAIRMAN

Dear Strong Investor,

The other day, in the space of less than 24 hours, you could have heard that:

     o The bull-market run for big Blue Chip stocks is over.

     o The bull-market run for big-company stocks could last another five years.

     o Small cap stocks will  outperform  big-company  stocks for the next 10
       years.

     o Small-caps will lag large caps for the foreseeable future.

     o Inflation is coming back with a vengeance.

     o There's no real sign of inflation on the horizon.

     o Rates will rise for the rest of the year.

     o The Fed has no plans to touch rates for the rest of 1999.

     o Asia is on the mend.

     o Asia is still in the tank.

Interestingly,  all of those  observations  were all provided by  well-respected
professionals  in the  investment  community  -- which  goes to show that in the
world of investing,  even smart people differ. Nobody has a corner on the market
for insight but  practically  everyone  has an opinion.  And there are more ways
than ever today to share your convictions. Technology has seen to that.

Nowadays,  information travels faster than the speed of thought, which is both a
blessing and a curse.  On the one hand,  it's  wonderful to have such  resources
literally at the tip of your fingers.  On the other hand,  it's  overwhelming to
have so much  information,  much of it conflicting,  coming at you like a bullet
train.

The trick is to have a plan that  will  keep you on the right  financial  track.
Figure  out  where  you're  going,  how much  time you  have to get  there,  and
calculate your tolerance for risk.  Then set your financial goals and stick with
them. Don't get derailed by the whirl of information that technology offers.

Meanwhile,  day trading is fast replacing  baseball as the national pastime.  If
you believe just a small percentage of what you read, anyone with a laptop and a
modem is practically guaranteed financial independence overnight.  Don't believe
it.  There is a mountain of research  out there that  demonstrates  conclusively
that the success rate of investors day trading in the securities and commodities
markets is pretty low.

Money--relative to history--just isn't that easy to make, or keep.

Do you want to increase  your  chances for  financial  success?  Set your goals.
Devise an intelligent plan that suits your profile.  Then discipline yourself to
ignore all that informational clutter.

The realization of long term financial goals requires a lot of planning and even
more patience.

                                                       /s/Dick
<PAGE>


                                   THE STRONG
                                     INCOME
                                     FUNDS
               --------------------------------------------------
                       SEMI-ANNUAL REPORT o APRIL 30, 1999

                               TABLE OF CONTENTS

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

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

FINANCIAL INFORMATION
  Schedules of Investments in Securities
     The Strong Corporate Bond Fund ......................................13
     The Strong Government Securities Fund ...............................16
     The Strong High-Yield Bond Fund .....................................18
     The Strong Short-Term Bond Fund .....................................20
     The Strong Short-Term High Yield Bond Fund ..........................24
  Statements of Assets and Liabilities ...................................26
  Statements of Operations ...............................................27
  Statements of Changes in Net Assets ....................................28
  Notes to Financial Statements ..........................................31

FINANCIAL HIGHLIGHTS .....................................................34

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

FUND
 HIGHLIGHTS

o    For the six months  ended April  30,1999,  the Strong  Corporate  Bond Fund
     produced  a total  return of 3.68%  versus  3.05% for the  Lehman  Brothers
     Corporate Bond Index.*

o    The Baa corporate bond market outperformed the Treasury market by 489 basis
     points on a relative basis.

o    The large divergences in returns between  different  industries and issuers
     allowed  our team to add excess  returns  by  rotating  toward  undervalued
     names, such as Starwood, Qwest, and Occidental Petroleum.

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

            AVERAGE ANNUAL
           TOTAL RETURNS(1)

            As of 4-30-99

          1-year        5.84%

          5-year       10.52%

         10-year        7.72%

 Since Inception        9.67%
   (on 12-12-85)

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

         PORTFOLIO STATISTICS

            As of 4-30-99

  30-day annualized
           yield(2)         6.53%

Average maturity(3)         11.9 years

            Average
  quality rating(4)         BBB



PERSPECTIVES
FROM THE MANAGERS

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

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

U.S.  fixed income markets have quickly  reversed the price  movements that were
brought  about by the global  credit  contraction  in 1998.  Investors no longer
believe  that the Federal  Reserve  Board will need to ease  monetary  policy to
avert a  recession.  The  liquidity  premium  formerly  priced into the Treasury
market is no longer present.  And this renewed investor confidence has led to an
historic  outperformance  of  corporate  bond prices  relative to Treasury  bond
prices.

Over the past six months,  U.S.  Treasury prices declined and yields rose across
the  yield  curve.  At the  same  time,  corporate  bonds  quietly  outperformed
Treasuries.  In fact, some corporate bond prices actually  increased  during the
period.

The  divergences of returns among  industries and individual  companies has been
extreme, and has enabled us to increase the Fund's return by rotating industries
and identifying  undervalued  companies.  Many of our best-performing bonds were
found in out-of-favor industries such as energy and lodging.

A good example is our recent  investment in Starwood Hotels and Resorts,  one of
the largest hotel and gaming  companies in the world.  Their corporate bonds had
performed very poorly in 1998 due to a  debt-financed  acquisition of ITT Corp.,
which lowered their credit ratings to Ba1/BB. We began to purchase the debt with
market yields that were in excess of four full percentage points greater than

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

                                                 ...RENEWED INVESTOR

                                                    CONFIDENCE HAS

                                                   LED TO A HISTORIC

                                                   OUTPERFORMANCE OF

                                                 CORPORATE BOND PRICES

                                                  RELATIVE TO TREASURY

                                                      BOND PRICES.

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

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

1    Average annual total return and total return measure change in the value of
     an  investment  in the Fund,  assuming  reinvestment  of all  dividends and
     capital gains. Average annual total return reflects annualized change while
     total return reflects aggregate change, and is not annualized.

2    Yields  are  historical  and do not  represent  future  yields,  which will
     fluctuate.

3    The Fund's  average  maturity  includes the effect of futures,  options and
     when-issued securities.

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

2
<PAGE>

U.S. Treasuries of comparable maturity.  The rationale behind the investment was
that high occupancy levels and modest room rate increases would lead to improved
cash flow and debt reduction.

We also  analyzed the potential  asset value in the  company's  hotel and gaming
franchises,  which convinced us that they would be both willing and able to sell
their gaming assets to reduce debt. In April, Starwood announced an agreement to
sell their gaming  franchise for $3.1  billion.  Proceeds from this sale will be
used to reduce debt.  The improved  prospects for Starwood  credit  ratings have
caused  the bonds to  improve  in price by nearly 10 basis  points  versus  U.S.
Treasuries of comparable maturity. There are very few opportunities like this in
a given  year.  Capitalizing  on these  types of  situations  is a way we try to
generate attractive returns in your Fund.

Looking  forward to the  remainder of 1999,  we  anticipate  a generally  stable
interest rate  environment  underpinned  by a continuation  of generally  stable
consumer price inflation.  We continue to feel that the best  opportunities  for
the fixed income markets reside in the U.S. corporate bond sector. Thank you for
your continued  confidence in the Strong  Corporate Bond Fund and our investment
strategy.

                     GROWTH OF AN ASSUMED $10,000 INVESTMENT
                            From 12-12-85 to 4-30-99
[GRAPH]
               THE STRONG        Lehman Brothers      Lipper Corporate
               CORPORATE          Corporate Baa        Debt Funds BBB
               BOND FUND           Bond Index*          Rated Index*
     11-85       10,000              10,000                10,000
     12-85       10,300              10,162                10,184
     12-87       13,997              12,323                11,882
     12-89       15,800              15,521                14,342
     12-91       17,013              19,497                17,909
     12-93       21,732              24,087                21,839
     12-95       26,892              28,617                25,052
     12-97       31,752              33,072                28,800
      4-99       34,410              35,582                30,681


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

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

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

YOUR FUND'S
 APPROACH

THE STRONG  CORPORATE  BOND FUND INVESTS FOR HIGH CURRENT  INCOME WITH  MODERATE
SHARE PRICE FLUCTUATION.  THE FUND IS DESIGNED FOR LONGER-TERM INVESTORS SEEKING
HIGHER  INCOME  THAN  SHORTER-TERM  BONDS  OFFER AND WHO ARE  WILLING  TO ACCEPT
MODERATELY HIGHER SHARE PRICE CHANGES.  THE FUND INVESTS PRIMARILY IN INVESTMENT
GRADE CORPORATE  BONDS, BUT MAY INVEST UP TO 25% OF ITS ASSETS IN ANY OTHER BOND
CATEGORIES, INCLUDING GOVERNMENT AND MORTGAGE-BACKED BONDS. NORMALLY, THE FUND'S
AVERAGE MATURITY WILL BE BETWEEN 7 AND 12 YEARS, WHICH MEANS ITS SHARE PRICE HAS
HEIGHTENED SENSITIVITY TO CHANGES IN INTEREST RATES.

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

MARKET
 HIGHLIGHTS

o    After aggressive rate reductions last fall,  investors regained  confidence
     in the corporate market. The global credit  contraction  further faded from
     prominence as economic uncertainty abroad had little lasting impact on U.S.
     fixed income markets.

o    As the U.S. economy continued to grow faster than Wall Street expectations,
     investors  began to realize that further  reductions  in the federal  funds
     rate were  unlikely,  which led to the  increase in market  interest  rates
     during the period.

o    November  was  the  best  month  on  record  for  relative  corporate  bond
     performance.  Corporate  bonds  outperformed  Treasury  securities of equal
     maturity by 221 basis points in November.

                                                                            3
<PAGE>
                                 =====================
                      THE STRONG GOVERNMENT SECURITIES FUND
- ---------------------------------=====================--------------------------

FUND
 HIGHLIGHTS

o    For the six months ended April 30,1999,  the Strong  Government  Securities
     Fund produced a total return of 0.26% versus 0.69% for the Lehman  Brothers
     Aggregate Bond Index.*

o    Strong U.S. economic growth and an easing of the global credit  contraction
     caused interest rates to rise across the yield curve.

o    During the  period,  the  Fund's  interest  rate  profile  was kept  fairly
     constant,  with a modestly  defensive  bias.  However,  we were able to add
     value by increasing our exposure to the  mortgage-backed  securities market
     and off-the-run Treasury bonds.

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

           AVERAGE ANNUAL
          TOTAL RETURNS(1)

           As of 4-30-99

          1-year       5.69%

          5-year       7.81%

         10-year       8.76%

 Since Inception       8.60%
   (on 10-29-86)

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

         PORTFOLIO STATISTICS

            As of 4-30-99

  30-day annualized
           yield(2)     5.42%

Average maturity(3)     7.1 years

            Average
  quality rating(4)     AAA



PERSPECTIVES
FROM THE MANAGERS

/s/ Bradley C. Tank           /s/ Thomas Sontag
Bradley C. Tank               Thomas Sontag
Portfolio Co-manager          Portfolio Co-manager

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

Over the past six months,  U.S. fixed income markets have quickly  reversed much
of the price movements  brought about by the global credit  contraction in 1998.
Investors  no longer  believe that the Federal  Reserve  Board will need to ease
monetary policy to avert a recession. The liquidity premium formerly priced into
benchmark  Treasury  notes  is  no  longer  present.  Mortgage  securities  have
outperformed  Treasury securities as markets have continued to move back towards
more  normal   price   relationships   and   investors   have  started  to  seek
higher-yielding assets.

U.S.  Treasury  prices  declined  and  yields  rose  across  the yield  curve as
investors  became convinced that the federal funds rate was unlikely to continue
falling. Two-year Treasury yields increased by 93 basis points to 5.05%. 10-year
yields increased by 74 basis points to 5.35%.

During the period, our interest-rate risk was held relatively  constant,  with a
slightly  defensive  bias versus the  benchmark.  In addition,  we increased the
Fund's total return through sector rotation and yield-curve  trading strategies.
By adding to our  mortgage  exposure,  we were able to increase the yield on the
Fund and avoid some of the price declines  experienced in the Treasury market as
mortgage securities generally declined less in price than Treasury securities of
similar maturity.

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

                                                     ...WE INCREASED

                                                         THE FUND'S

                                                        TOTAL RETURN

                                                       THROUGH SECTOR

                                                        ROTATION AND

                                                         YIELD-CURVE

                                                     TRADING STRATEGIES.

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

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

1    Average annual total return and total return measure change in the value of
     an  investment  in the Fund,  assuming  reinvestment  of all  dividends and
     capital gains. Average annual total return reflects annualized change while
     total return reflects aggregate change, and is not annualized.

2    Yields  are  historical  and do not  represent  future  yields,  which will
     fluctuate.

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

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

4
<PAGE>

We were also able to add value by adjusting  the  maturity  profile of the Fund.
For example,  last fall, we sold 30-year current coupon Treasury  securities and
bought  Treasury bonds maturing in 22 years.  Since  year-end,  the yield on the
22-year bond has  increased by 15 basis points less than the 30-year  bond.  The
decrease in the yield differential on the two securities caused the 22-year bond
to outperform the 30-year bond by approximately two points.

By actively managing our sector weights and yield-curve  exposure, we have added
additional returns to the portfolio without a significant  increase in portfolio
risk.  These types of strategies  are  constantly  reviewed as part of our daily
investment process.

Thank you for your continued  investment in the Fund and the opportunity to help
you pursue your financial objectives.


                     GROWTH OF AN ASSUMED $10,000 INVESTMENT
                            From 10-29-86 to 4-30-99
[GRAPH]
            THE STRONG          Lehman Brothers       Lipper General U.S.
            GOVERNMENT             Aggregate             Government
          SECURITIES FUND         Bond Index*           Funds Index*
 9-86         10,000                10,000                 10,000
12-86         10,218                10,187                 10,171
12-88         11,683                11,294                 10,903
12-90         13,953                14,092                 13,239
12-92         17,781                17,557                 16,102
12-94         19,364                18,706                 16,615
12-96         23,873                22,963                 19,849
12-98         28,153                27,368                 23,357
 4-99         28,071                27,318                 23,161


This graph,  provided in  accordance  with SEC  regulations,  compares a $10,000
investment  in the Fund,  made at its  inception,  with the  performance  of the
Lehman  Brothers  Aggregate  Bond Index and the Lipper  General U.S.  Government
Funds Index. Results include the reinvestment of all dividends and capital gains
distributions.  Performance is historical and does not represent future results.
Investment  returns and  principal  value will vary,  and you may have a gain or
loss  when  you  sell  shares.  To  equalize  the  time  periods,  the  indexes'
performance was prorated for the month of October 1986.

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

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


YOUR FUND'S
 APPROACH

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

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

MARKET
 HIGHLIGHTS

o    After aggressive rate reductions last fall,  investor's regained confidence
     in the mortgage and  corporate  bond  sectors.  The movement of assets from
     Treasury  notes to these  sectors  contributed  to the increase in Treasury
     rates during the six-month period.

o    Gross  Domestic  Product (GDP) grew faster than Wall Street  anticipated in
     the last two quarters of 1998. As that  economic  strength  continued  into
     1999,  investors  began to realize that further  reductions  in the federal
     funds rate were unlikely.

o    By the end of April,  fears of a modest  increase in  inflation  had become
     common as commodity prices rose and labor markets remained tight.

                                                                            5
<PAGE>
                                    ===============
                         THE STRONG HIGH-YIELD BOND FUND
- ------------------------------------===============-----------------------------

FUND
 HIGHLIGHTS

o    The Strong  High-Yield  Bond Fund returned  11.85% for the six months ended
     April 30, 1999 compared to 8.25% for the Lehman  Brothers  High-Yield  Bond
     Index.*

o    We increased our  investments in the energy sector,  as we believe bonds of
     energy-related companies represent an attractive relative value.

o    Our  investments in the  tele-communications  sector  continue to represent
     some of our best  performers,  as credit  quality has  improved  among many
     high-yield issuers due to a high level of merger and acquisition activity.

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

            AVERAGE ANNUAL
           TOTAL RETURNS(1)

            As of 4-30-99

           1-year       4.10%

           3-year      13.56%

  Since Inception      15.33%
    (on 12-28-95)

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

         PORTFOLIO STATISTICS

            As of 4-30-99

  30-day annualized
           yield(2)        9.17%

Average maturity(3)        7.9 years

            Average
  quality rating(4)        B



PERSPECTIVES
FROM THE MANAGERS

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

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

What a  difference  six months  makes!  At the last  writing  of this  report in
October 1998, the financial  markets were reeling from the spillover  effects of
the Asian crisis, a Russian debt default,  the collapse of major hedge funds and
an impending  devaluation  of Brazil's  currency.  Global credit  markets became
chaotic as investors  attempted to lower their risk. And some  observers  feared
the world was on the verge of slipping into a deflationary spiral.

Then, the U.S. Federal Reserve lowered interest rates. Not once, but three times
in a six week period  ending  November 16. Other  central banks around the world
followed suit, lowering interest rates in an effort to bring liquidity back into
the financial system. Stock markets responded first--and what a response it was.
The rally in the equity markets was breathtaking, as it took only until November
23 for the S&P 500 to erase all of its  losses  and set a new  record.  Recovery
also took hold in other markets, including high-yield bonds.

What this demonstrates is that investors can benefit a great deal by approaching
the market in a  thoughtful,  deliberate  manner,  where emotion does not play a
part.  Investors who sold high-yield  bonds in the turmoil of last Fall probably
succumbed  to emotion.  But when you analyze  their basic  elements,  high-yield
bonds are bonds, first and foremost. When their price goes down, their yield

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

                                                       CONTINUED

                                                      STRENGTH IN

                                                      THE DOMESTIC

                                                    ECONOMY RENEWED

                                                     THE CONFIDENCE

                                                     OF HIGH-YIELD

                                                       INVESTORS.

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

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

1    Average annual total return and total return measure change in the value of
     an  investment  in the Fund,  assuming  reinvestment  of all  dividends and
     capital gains. Average annual total return reflects annualized change while
     total return reflects aggregate change, and is not annualized.

2    Yields  are  historical  and do not  represent  future  yields,  which will
     fluctuate.

3    The Fund's  average  maturity  includes the effect of futures,  options and
     when-issued securities.

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

6
<PAGE>

goes up--making them more attractive, not less. And if you are able to keep your
emotions in check,  major price  declines like we witnessed last Fall can become
an attractive opportunity.

We continue to seek out  attractive  high-yield  bonds for our  shareholders.  A
fertile ground for us has been the telecommunications  sector. Tremendous growth
in  communications,  especially data, has made it attractive for us to invest in
rapidly   growing   companies  at  the   forefront  of  this  growth.   MetroNet
Communications,  Global Crossing,  NTL and United International Holdings are all
examples of investments we have made to benefit from this trend. Another area we
find  attractive  is the  energy  sector.  As the price of oil fell into the $10
range,  the bonds of high-yield  energy companies fell out of favor. We began to
increase  our  holdings  in some of the  better  companies,  and the  subsequent
rebound in oil prices has resulted in strong price performance in these bonds.

We appreciate your confidence in the Fund and our efforts to produce  consistent
investment results.

                    GROWTH OF AN ASSUMED $10,000 INVESTMENT
                            From 12-28-95 to 4-30-99
[GRAPH]
           THE STRONG          Lehman Brothers          Lipper High
           HIGH-YIELD            High-Yield            Current Yield
            BOND FUND            Bond Index*            Funds Index*
 11-95       10,000                10,000                  10,000
 12-95       10,031                10,015                  10,015
  6-96       11,425                10,361                  10,440
 12-96       12,724                11,152                  11,314
  6-97       13,607                11,800                  11,968
 12-97       14,758                12,575                  12,805
  6-98       15,652                13,141                  13,418
 12-98       15,211                12,810                  12,795
  4-99       16,110                13,299                  13,545


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

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

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

YOUR FUND'S
 APPROACH

THE  STRONG  HIGH-YIELD  BOND FUND  SEEKS TO  MAXIMIZE  TOTAL  RETURN  THROUGH A
DISCIPLINED  APPROACH TO THE  HIGH-YIELD  BOND MARKET.  OUR  INVESTMENT  PROCESS
COMBINES A TOP-DOWN  OUTLOOK OF BROAD  ECONOMIC AND INTEREST  RATE TRENDS WITH A
BOTTOM-UP  ANALYSIS OF INDIVIDUAL  BONDS.  THE  FORMATION OF OUR  MACRO-ECONOMIC
OUTLOOK  PROVIDES THE BASIS FOR STRUCTURING  OVERALL  PORTFOLIO RISK. THE FUND'S
INTEREST  RATE  SENSITIVITY  AND  THE  CREDIT  QUALITY  OF  ITS  SELECTIONS  ARE
CONSISTENT  WITH THIS OUTLOOK.  RIGOROUS CREDIT ANALYSIS AND ADHERENCE TO STRICT
VALUATION  CRITERIA  PROVIDE THE  FOUNDATION FOR BUILDING THE PORTFOLIO FROM THE
BOTTOM-UP.

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

MARKET
 HIGHLIGHTS

o    After  reaching  its  highest  level  since the 1990  recession,  the yield
     premium on  high-yield  bonds  began to  decrease  during  the  semi-annual
     period.  Continued  strength in the domestic economy renewed the confidence
     of high-yield investors.

o    Lower-quality  bonds outperformed  higher-quality  bonds during the period.
     Bonds rated BB  returned  5.59% for the six months  ended  April 30,  1999.
     Bonds rated B returned  9.62% and bonds rated CCC  returned  18.32% for the
     same time period.

o    The Federal Reserve eased interest rates in November,  bringing the federal
     funds rate down from 5.00% to 4.75%.

                                                                            7
<PAGE>
                                   ===============
                        THE STRONG SHORT-TERM BOND FUND
- -----------------------------------===============------------------------------

FUND
 HIGHLIGHTS

o    For the six months ended April 30, 1999,  the Strong  Short-Term  Bond Fund
     returned  3.51% versus 1.43% for the Lehman  Brothers 1-3 Year  Government/
     Corporate Bond Index.*

o    Stronger-than-anticipated  economic  growth  and an  easing  of the  global
     credit  contraction  caused  two-year note yields to increase to 5.05% from
     4.12%.

o    The Fund's  index-beating  return was generated by overweighting  assets in
     the corporate and mortgage sectors.  Sound fundamental research also helped
     us  invest  in some of the best  performing  individual  issues,  including
     Cendant, Qwest and Starwood.

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

            AVERAGE ANNUAL
           TOTAL RETURNS(1)

             As of 4-30-99

          1-year       4.84%

          5-year       6.61%

         10-year       7.15%

 Since Inception       7.54%
    (on 8-31-87)

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

         PORTFOLIO STATISTICS

            As of 4-30-99

   30-day annualized
            yield(2)        6.41%

 Average maturity(3)        2.8 years

             Average
   quality rating(4)        A


PERSPECTIVES
FROM THE MANAGERS

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

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

In the  second  half of 1998,  Treasury  rates  declined  rapidly  as fears of a
recession and global credit  contraction caused investors to seek the safety and
liquidity of the U.S Treasury  market.  1998's bond rally caused  two-year  note
yields to decline below 4% by October. Corporate and mortgage bonds meaningfully
underperformed  Treasuries as normal market-price  relationships broke down. The
last six months,  however,  have seen a complete  reversal in last year's market
trends.

Stronger-than-expected  growth in the fourth  quarter  (6% real  gross  domestic
product)  and  diminishing  expectations  of  Federal  Reserve  rate cuts  drove
Treasury  rates  higher  across the yield  curve.  The  persistence  of economic
strength  boosted  investor  confidence in the  corporate and mortgage  sectors.
Investors  became much more  willing to accept both credit and  volatility  risk
during the last six months,  which led to extremely strong  performance from the
"spread"  sectors.  The yields of investment  grade corporate bonds and mortgage
securities  converged  toward  those of the  Treasury  market.  We were  able to
generate  additional returns for the Fund by maintaining our commitment to these
sectors.

Despite the strong  performance in the corporate bond market, the divergences of
returns  among  industries  and  individual  issuers was still very large versus
historical  norms.  Many of last year's poor  performers  have done very well in
1999.  Our  commitment  to  credit  research  helped  us  rotate  into some very
undervalued credits at the right time.

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

                                                      THE CORPORATE

                                                       AND MORTGAGE

                                                     SECTORS PROVIDED

                                                          RECORD

                                                      OUTPERFORMANCE

                                                       RELATIVE TO

                                                       TREASURIES.

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

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

1    Average annual total return and total return measure change in the value of
     an  investment  in the Fund,  assuming  reinvestment  of all  dividends and
     capital gains. Average annual total return reflects annualized change while
     total return reflects aggregate change, and is not annualized.

2    Yields  are  historical  and do not  represent  future  yields,  which will
     fluctuate.

3    The Fund's  average  maturity  includes the effect of futures,  options and
     when-issued securities.

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

8
<PAGE>

One example, is Cendant, a service company whose primary businesses include real
estate and  travel-related  companies.  They own  well-known  companies  such as
Coldwell  Banker  and Avis  Rent-a-Car,  and are also  known for their  vacation
time-share and hotel-franchise businesses. However, during 1998, they discovered
serious financial  irregularities in a company that they had recently  acquired.
Many market participants would not even consider the company's new debt offering
in  November  1998 due to fears that  company  management  could not address the
challenge of turning around its recent acquisition.

As part of our research,  we met with top management,  including  Chairman Henry
Silverman,  and found a company  with strong  leadership,  tremendous  free cash
flow, and a detailed plan to manage  through their  problems.  That  combination
convinced us to  invest--and  our Cendant bonds have  exceeded our  expectations
with a market yield that has converged toward Treasury yields in excess of 1.5%.

Our credit research is geared toward identifying undervalued opportunities, such
as Cendant. It's but one example of how we work to increase your returns.  Thank
you for your continued confidence in the Fund. We're pleased to provide you with
this update.


                     GROWTH OF AN ASSUMED $10,000 INVESTMENT
                             From 8-31-87 to 4-30-99
[GRAPH]
           THE STRONG      Lehman Brothers 1-3         Lipper Short
           SHORT-TERM        Year Government/        Investment Grade
            BOND FUND      Corporate Bond Index*       Debt Average*
   8-87      10,000              10,000                   10,000
  12-87      10,318              10,303                   10,250
  12-89      12,295              12,156                   12,113
  12-91      14,837              14,913                   14,499
  12-93      17,302              16,743                   16,297
  12-95      19,064              18,677                   17,971
  12-97      21,809              20,946                   19,980
   4-99      23,359              22,646                   21,376

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

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

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


YOUR FUND'S
 APPROACH

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

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

MARKET
 HIGHLIGHTS

o    Investor preferences shifted dramatically throughout the period. The market
     witnessed a reallocation  of funds away from the safety of Treasuries  into
     the corporate and mortgage sectors.

o    Two-year Treasury rates rose by almost one percent despite a 25-basis point
     decrease in the federal  funds rate,  indicating  that  investors no longer
     anticipate further decreases in the federal funds rate.

o    The corporate and mortgage sectors provided record outperformance  relative
     to Treasuries.

                                                                            9
<PAGE>

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

FUND
 HIGHLIGHTS

o    The  Strong  Short-Term  High Yield  Bond Fund  returned  7.09% for the six
     months ended April 30, 1999 compared to 4.93% for the Short-Term High Yield
     Bond Index.*

o    Our focus  continued to be high-coupon,  callable bonds,  which helps limit
     share  price  volatility.  Several of the  higher-coupon  issues  have been
     retired early at premium prices.

o    The gaming sector has been a strong contributor to performance.  The prices
     of gaming issues in general have  appreciated as numerous gaming  companies
     have retired high-interest debt early.

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

           AVERAGE ANNUAL
           TOTAL RETURN(1)

           As of 4-30-99

          1-year       8.28%

 Since Inception      10.93%
    (on 6-30-97)

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

          PORTFOLIO STATISTICS

             As of 4-30-99

   30-day annualized
            yield(2)        7.34%

 Average maturity(3)        2.6 years

             Average
   quality rating(4)        BB



PERSPECTIVES
FROM THE MANAGERS


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

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

The Strong  Short-Term  High Yield Bond Fund started in July 1997 with a goal of
providing  investors the attractive yields offered by high-yield bonds, but with
less  share-price  volatility than the standard  high-yield fund. As we near the
Fund's second anniversary,  we're pleased to report that investment strategy and
performance have met our expectations in both strong and weak markets.

The Fund's short maturity helped it to perform well relative to other high-yield
bond funds. We would expect this to be the case in weak bond markets like we saw
last fall.

Generally,  we invest in bonds that are  expected to be retired  within the next
three years. These bonds typically fit into one of two categories.  The first is
simply bonds with a maturity  date within three years.  The second is bonds with
high  coupons  that the  issuing  company  is likely to retire in the next three
years.  The short-term  nature of these bonds means they  typically  entail less
risk and offer a lower yield than the  longer-term  issues that are the focus of
standard high-yield funds. During the last six months, the Fund's shareholders

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

                                                     ...INVESTMENT

                                                       STRATEGY AND

                                                     PERFORMANCE HAVE

                                                          MET OUR

                                                      EXPECTATIONS IN

                                                      BOTH STRONG AND

                                                       WEAK MARKETS.

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

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

1    Average annual total return and total return measure change in the value of
     an  investment  in the Fund,  assuming  reinvestment  of all  dividends and
     capital gains. Average annual total return reflects annualized change while
     total return reflects aggregate change, and is not annualized.

2    Yields  are  historical  and do not  represent  future  yields,  which will
     fluctuate.

3    The Fund's  average  maturity  includes the effect of futures,  options and
     when-issued securities.

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

10
<PAGE>

benefited  as several  bonds were  retired  early at  premium  prices.  Examples
include Allied Waste, Casino America, Echostar, and Showboat Marina.

We will  continue  to search  for  investments  that fit the  Fund's  lower-risk
profile,  offer an attractive  level of yield,  and have the potential for price
appreciation due to early debt retirement.

Thank  you for  your  confidence  in the  Fund  and its  short-term,  high-yield
investment strategy.


                     GROWTH OF AN ASSUMED $10,000 INVESTMENT
                             From 6-30-97 to 4-30-99
[GRAPH]
     THE STRONG SHORT-     Short-Term      Lipper High      Merrill Lynch High
      TERM HIGH YIELD      High Yield     Current Yield     Yield BB-Rated, 1-
        BOND FUND          Bond Index*     Funds Index*      2.99 Years Index*
 6-97    10,000              10,000           10,000             10,000
 9-97    10,530              10,192           10,539             10,237
12-97    10,777              10,334           10,699             10,416
 3-98    11,096              10,544           11,169             10,587
 6-98    11,324              10,736           11,211             10,744
 9-98    11,387              10,616           10,365             10,823
12-98    11,680              10,897           10,691             11,088
 3-99    11,946              11,026           11,032             11,140
 4-99    12,094              11,140           11,317             11,226


This graph,  provided in  accordance  with SEC  regulations,  compares a $10,000
investment  in the Fund,  made at its  inception,  with the  performance  of the
Short-Term High Yield Bond Index, the Lipper High Current Yield Funds Index, and
the Merrill Lynch High Yield BB Rated,  1-2.99 Years Index.  Results include the
reinvestment  of all dividends and capital gains  distributions.  Performance is
historical  and  does not  represent  future  results.  Investment  returns  and
principal value will vary, and you may have a gain or loss when you sell shares.

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

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


YOUR FUND'S
 APPROACH

THE STRONG  SHORT-TERM  HIGH YIELD BOND FUND SEEKS TOTAL  RETURN  WITH  MODERATE
VOLATILITY. THE FUND FOCUSES ON SHORT- TO INTERMEDIATE-TERM  HIGH-YIELD BONDS IN
AN EFFORT TO PRODUCE A HIGH LEVEL OF CURRENT INCOME,  WHILE LIMITING  CHANGES IN
SHARE  PRICE.  OUR  INVESTMENT  PROCESS  COMBINES  A  TOP-DOWN  OUTLOOK OF BROAD
ECONOMIC AND INTEREST RATE TRENDS WITH A BOTTOM-UP ANALYSIS OF INDIVIDUAL BONDS.
OUR OUTLOOK PROVIDES THE BASIS FOR STRUCTURING OVERALL PORTFOLIO RISK, INCLUDING
THE FUND'S  INTEREST RATE  SENSITIVITY AND THE CREDIT QUALITY OF ITS SELECTIONS.
RIGOROUS CREDIT ANALYSIS AND ADHERENCE TO STRICT VALUATION  CRITERIA PROVIDE THE
FOUNDATION FOR INDIVIDUAL SELECTIONS.

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

MARKET
 HIGHLIGHTS

o    After  suffering  through its weakest  period  since the early  1990s,  the
     high-yield  bond market  recovered  during the past six months and investor
     confidence returned to the market in both stocks and corporate bonds.

o    The  recovery in the overall  market has allowed  companies to again access
     the new issue  market  for  high-yield  bonds,  using this  opportunity  to
     refinance   higher-interest,    short-term   paper   with   lower-interest,
     longer-term debt.

o    The Federal Reserve eased interest rates in November,  lowering the federal
     funds rate from 5.00% to 4.75%.

                                                                            11
<PAGE>

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

BOND
 GLOSSARY

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

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

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

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

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

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


12
<PAGE>

SCHEDULES OF INVESTMENTS IN SECURITIES                APRIL 30, 1999 (UNAUDITED)
- --------------------------------------------------------------------------------
================================================================================
                           STRONG CORPORATE BOND FUND
================================================================================
                                                    Shares or
                                                    Principal         Value
                                                      Amount         (Note 2)
- --------------------------------------------------------------------------------
CORPORATE BONDS 82.7%
ARA Services, Inc. Guaranteed Notes, 10.625%,
  Due 8/01/00                                      $ 8,654,000     $ 8,946,124
Anadarko Petroleum Corporation Debentures,
  7.20%, Due 3/15/29                                10,000,000       9,870,240
Atlas Air, Inc. Pass-Thru Certificates:
  Series 1998-1, Class C, 8.01%, Due 1/02/10        11,502,744      11,475,080
  Series 1999-1, Class C, 8.77%, Due 1/02/11         2,000,000       2,019,890
Banco Sud Americano Subordinated Notes, 7.60%,
  Due 3/15/07 (Acquired 7/15/97 - 7/23/97;
  Cost $10,317,698) (b)                             10,060,000       7,710,437
Bank United Corporation Subordinated Notes,
  8.875%, Due 5/01/07                                3,500,000       3,631,015
Beaver Valley Funding Corporation Debentures,
  8.625%, Due 6/01/07                                8,254,000       8,893,685
CE Generation LLC Senior Secured Bonds, 7.416%,
  Due 12/15/18 (Acquired 2/24/99 - 2/25/99;
  Cost $10,101,470) (b)                             10,000,000      10,082,260
CMS Energy Corporation Senior Notes, 6.75%,
  Due 1/15/04 (Acquired 1/29/99;
  Cost $5,000,000) (b)                               5,000,000       4,925,210
CSC Holdings, Inc. Debentures, 7.625%,
  Due 7/15/18                                       10,000,000      10,137,500
CSC Holdings, Inc. Senior Notes, 7.25%,
  Due 7/15/08                                        4,500,000       4,612,500
CSX Corporation Debentures, 6.95%, Due 5/01/27       3,000,000       3,080,688
Cabot Industries Notes, 7.125%, Due 5/01/04          4,600,000       4,555,472
CalEnergy, Inc. Senior Bonds, 8.48%, Due 9/15/28     8,800,000      10,008,654
CalEnergy, Inc. Senior Notes, 7.63%, Due 10/15/07    2,500,000       2,636,430
Camden Property Trust Senior Notes, 7.00%,
  Due 4/15/04                                        6,500,000       6,477,081
Cendant Corporation Notes, 7.75%, Due 12/01/03      17,920,000      18,499,103
Cleveland Electric/Toledo Edison Notes,
  Series B, 7.67%, Due 7/01/04                       3,500,000       3,678,080
Coastal Corporation Senior Debentures:
  7.42%, Due 2/15/37                                 5,036,000       5,079,989
  7.75%, Due 10/15/35                                7,100,000       7,479,637
Coca-Cola Bottling Notes, 6.375%, 5/01/09            5,000,000       4,912,485
Colonial Capital I Securities, Series A, 8.92%,
  Due 1/15/27                                        2,600,000       2,450,604
Colonial Realty LP Senior Notes, 7.00%,
  Due 7/14/07                                        4,785,000       4,604,735
Republic of Colombia Global Bonds, 9.75%,
  Due 4/23/09                                        6,900,000       6,710,250
Continental Airlines, Inc. Pass-Thru Certificates,
  Series 1998-2B, 6.465%, Due 10/15/04               2,866,454       2,870,395
Continental Cablevision, Inc. Senior Notes,
  8.30%, Due 5/15/06                                 4,500,000       4,936,554
Delta Air Lines, Inc. Equipment Trust Certificates:
  Series 1991-A, 10.14%, Due 8/14/12
  (Acquired 9/10/96; Cost $2,257,280) (b)            2,000,000       2,476,044
  Series 1991-B, 10.14%, Due 8/14/12
  (Acquired 9/10/96; Cost $2,257,280) (b)            2,000,000       2,476,044
  Series 1991-E, 10.14%, Due 8/26/12
  (Acquired 9/10/96; Cost $2,257,680) (b)            2,000,000       2,476,934
  Series 1992-B1, 9.375%, Due 9/11/07                2,958,801       3,250,524
Developers Diversified Corporation Medium
  Term Senior Notes, 6.625%, Due 1/15/08            10,000,000       9,042,730
EOP Operating LP Notes, 6.80%, Due 1/15/09           3,500,000       3,501,750
EOP Operating LP Senior Notes, 6.763%,
  Due 6/15/07                                        5,700,000       5,601,926
East Coast Power LLC Senior Secured Notes,
  Tranche C, 7.536%, Due 6/30/17
  (Acquired 4/14/99; Cost $3,800,000) (b)            3,800,000       3,757,360
El Paso Electric Company First Mortgage Notes,
  Series E, 9.40%, Due 5/01/11                      10,698,000      12,284,118
Empresa Nacional de Electricidad Chile Bonds,
  8.50%, Due 4/01/09 (Acquired 4/20/99;
  Cost $6,867,648) (b)                               6,400,000       6,759,091
Enron Corporation Notes, 6.725%, Due 11/15/37
  (Rate Reset Effective 11/17/08)                    3,000,000       3,030,948
Export-Import Bank Korea Yankee Notes:
  6.50%, Due 2/10/02                                11,250,000      11,002,117
  7.10%, Due 3/15/07                                 4,950,000       4,888,001
First Nationwide Bank Subordinated Debentures,
  10.00%, Due 10/01/06                               3,460,000       3,975,848
First Republic Bank Subordinated Notes,
  7.75%, Due 9/15/12                                 5,000,000       4,906,190
Fresenius Medical Care Capital Trust II Guaranteed
  Preferred Securities, 7.875%, Due 2/01/08          7,000,000       6,895,000
GB Capital Trust Capital Securities, 10.25%,
  Due 1/15/27 (Acquired 1/24/97; Cost
  $3,000,000) (b)                                    3,000,000       3,540,000
GS Escrow Corporation Floating Rate Senior
  Notes, 5.9697%, Due 8/01/03                        8,000,000       7,872,168
GS Escrow Corporation Senior Notes:
  6.75%, Due 8/01/01                                 1,000,000       1,001,480
  7.00%, Due 8/01/03                                18,490,000      18,578,105
Global Crossing Holding, Ltd. Senior Notes,
  9.625%, Due 5/15/08                                5,000,000       5,600,000
HRPT Properties Trust Senior Notes, 6.75%,
  Due 12/18/02                                       5,000,000       4,924,885
Harrahs Operating, Inc. Guaranteed Senior
  Subordinated Notes, 7.875%, Due 12/15/05           9,000,000       9,123,750
Tommy Hilfiger USA, Inc. Guaranteed Notes,
  6.50%, Due 6/01/03                                 4,000,000       3,957,344
Hilton Hotels Corporation Senior Notes, 7.00%,
  Due 7/15/04                                        8,100,000       8,057,880
Homeside, Inc. Senior Secured Second Priority
  Notes, 11.25%, Due 5/15/03                         1,796,000       2,063,155
ITT Corporation Notes, 6.75%, Due 11/15/03           2,500,000       2,414,372
Imperial Capital Trust I Guaranteed Capital
  Securities, 9.98%, Due 12/31/26                    7,200,000       7,178,674
Imperial Tobacco Overseas BV Guaranteed
  Yankee Notes, 7.125%, Due 4/01/09                 10,000,000       9,826,280
Korea Development Bank Yankee Bonds, 7.375%,
  Due 9/17/04                                        5,000,000       4,976,480
Korea Electric Power Corporation Notes, 8.00%,
  Due 7/01/02                                        5,000,000       5,073,900
LCI International, Inc. Senior Notes, 7.25%,
  Due 6/15/07                                        8,800,000       9,048,019
Lehman Brothers Holdings, Inc. Notes:
  6.625%, Due 2/05/06                                6,095,000       6,027,943
  7.375%, Due 5/15/07                                5,000,000       5,097,860
Lehman Brothers Holdings, Inc. Senior Notes,
  7.25%, Due 10/15/03                                5,000,000       5,145,575
Leucadia Capital Trust I Pass-Thru Securities,
  8.65%, Due 1/15/27                                 3,250,000       2,850,962
Loral Corporation Senior Debentures, 8.375%,
  Due 6/15/24                                        4,500,000       5,111,041
Lumbermens Mutual Casualty Company Surplus
  Notes, 8.30%, Due 12/01/37 (Acquired 5/27/98;
  Cost $10,914,400) (b)                             10,000,000      10,000,110
Market Hub Partners Storage LP/Market Hub
  Partners Finance, Inc. Senior Notes, 8.25%,
  Due 3/01/08                                        1,000,000       1,030,000
MetroNet Communications Corporation Senior
  Discount Notes:
  Zero %, Due 11/01/07 (Rate Reset Effective
  11/01/02)                                          1,500,000       1,173,750
  Zero %, Due 6/15/08 (Rate Reset Effective
  6/15/03)                                           7,000,000       5,495,000

                                                                            13
<PAGE>

SCHEDULES OF INVESTMENTS IN SECURITIES (CONTINUED)     APRIL 30,1999 (UNAUDITED)
- --------------------------------------------------------------------------------
================================================================================
                     STRONG CORPORATE BOND FUND (continued)
================================================================================
                                                    Shares or
                                                    Principal         Value
                                                      Amount         (Note 2)
- --------------------------------------------------------------------------------
Mohegan Tribal Gaming Authority Senior
  Notes, 8.125%, Due 1/01/06 (Acquired 2/24/99;
  Cost $8,000,000) (b)                             $ 8,000,000     $ 8,230,000
NWA Trust Number 2 Mezzanine Aircraft Notes,
  Class C, 11.30%, Due 6/21/14                       8,609,692      10,226,705
News America Holdings, Inc. Debentures, 7.90%,
  Due 12/01/95                                       6,175,000       6,401,166
Niagara Mohawk Power Corporation Senior Notes:
  7.625%, Due 10/01/05                               8,500,000       8,743,219
  Series B, 7.00%, Due 10/01/00                     11,000,000      11,107,305
  Series C, 7.125%, Due 7/01/01                      5,000,000       5,067,715
Noble Drilling Corporation Senior Notes:
  6.95%, Due 3/15/09                                 4,850,000       4,881,777
  7.50%, Due 3/15/19                                 4,500,000       4,566,618
North Fork Capital Trust I Capital Trust Pass-Thru
  Securities, 8.70%, Due 12/15/26                      500,000         529,434
Occidental Petroleum Corporation Senior Notes,
  8.45%, Due 2/15/29                                12,000,000      13,014,948
P&L Coal Holdings Corporation Senior Notes,
  8.875%, Due 5/15/08                                6,500,000       6,776,250
PXRE Capital Trust I Pass-Thru Securities,
  8.85%, Due 2/01/27                                 5,750,000       5,302,086
Riggs Capital Trust Preferred Securities:
  Series A, 8.625%, Due 12/31/26                       200,000         201,352
  Series A, 8.625%, Due 12/31/26 (Acquired
  12/10/96 - 2/16/99; Cost $16,573,108) (b)         16,220,000      16,329,631
Riggs Capital II Trust Preferred Securities:
  Series B, 8.875%, Due 3/15/27                        500,000         511,203
  Series C, 8.875%, Due 3/15/27 (Acquired 5/06/98;
  Cost $751,027) (b)                                   685,000         700,348
Saks, Inc., Guaranteed Notes:
  7.25%, Due 12/01/04                                2,610,000       2,674,438
  7.375%, Due 2/15/19                                7,790,000       7,568,133
Simon Property Group LP Notes, 7.125%,
  Due 2/09/09                                        3,500,000       3,468,570
Skandinaviska Enskilda Banken Subordinated
  Notes, 7.50%, Due 3/29/49 (Rate Reset
  Effective 3/29/09) (Acquired 4/14/99;
  Cost $4,994,950) (b)                               5,000,000       4,989,255
Skandinaviska Enskilda Banken Variable Rate
  Subordinated Yankee Notes, 6.50%, Due 12/29/49
  (Acquired 3/1/99; Cost $9,515,000) (b)            10,000,000       9,785,120
Sonat, Inc. Debentures, 7.00%, Due 2/01/18           8,530,000       8,463,381
Southdown, Inc. Senior Subordinated Notes,
  Series B, 10.00%, Due 3/01/06                     12,000,000      13,440,000
Sprint Capital Corporation Guaranteed Senior
  Notes, 6.875%, Due 11/15/28                        9,000,000       8,750,268
Sprint Capital Corporation Notes:
  6.125%, Due 11/15/08                               4,000,000       3,871,928
  6.90%, Due 5/01/19                                10,000,000       9,865,400
Starwood Hotels & Resorts Worldwide, Inc.:
  6.75%, Due 11/15/05                                9,000,000       8,549,442
  7.375%, Due 11/15/15                               4,000,000       3,633,776
Stop & Shop Companies, Inc. Senior Subordinated
  Notes, 9.75%, Due 2/01/02                         12,100,000      13,170,330
Texas Utilities Company Senior Notes, Series E,
  6.50%, Due 8/16/04 (Remarketing Date 8/16/02)     16,250,000      16,409,315
Time Warner, Inc. Pass-Thru Asset Trust
  Securities, Series 1997-1, 6.10%, Due 12/30/01
  (Acquired 11/18/98; Cost $3,026,700) (b)           3,000,000       3,010,317
Tosco Corporation First Mortgage Bonds,
  Series B, 9.625%, Due 3/15/02                      6,000,000       6,485,688
Tricon Global Restaurants, Inc. Senior Notes,
  7.65%, Due 5/15/08                                 9,350,000       9,638,588
Turner Broadcasting System, Inc. Senior Notes,
  8.375%, Due 7/01/13                                6,200,000       7,103,991
Ultramar Diamond Shamrock Corporation Senior
  Notes, 7.20%, Due 10/15/17                        11,000,000      10,822,350
USX-Marathon Group Debentures, 9.125%,
  Due 1/15/13                                        2,000,000       2,314,720
USX-Marathon Group Notes:
  6.65%, Due 2/01/06                                 9,830,000       9,786,601
  6.85%, Due 3/01/08                                 3,300,000       3,288,895
Union Carbide Corporation Notes, 6.70%,
  Due 4/01/09                                        8,500,000       8,448,754
Union Pacific Corporation Medium Term Notes,
  Tranche 00165, 6.34%, Due 11/25/03                 5,000,000       5,009,380
Union Pacific Resources Group, Inc. Notes,
  7.00%, Due 10/15/06                                4,235,000       4,170,886
United Air Lines, Inc. Debentures, Series A,
  10.67%, Due 5/01/04                                4,305,000       4,963,015
United States Filter Corporation Variable Rate
  Remarketable or Redeemable Securities:
  6.375%, Due 5/15/11 (Remarketing Date 5/15/01)     3,000,000       3,004,935
  6.50%, Due 5/15/13 (Remarketing Date 5/15/03)      7,000,000       6,959,827
Univision Network Holding LP Subordinated Notes,
  7.00%, Due 12/17/02                                4,155,000       5,256,075
Vastar Resources, Inc. Notes, 6.50%, Due 4/01/09     4,500,000       4,562,375
Williams Holdings of Delaware, Inc. Notes, 6.125%,
  Due 12/01/03                                       5,500,000       5,439,330
- --------------------------------------------------------------------------------
Total Corporate Bonds (Cost $721,591,992)                          719,272,296
- --------------------------------------------------------------------------------

CONVERTIBLE BONDS 0.2%
CUC International, Inc. Subordinated Notes,
  3.00%, Due 2/15/02                                 2,000,000       1,897,500
- --------------------------------------------------------------------------------
Total Convertible Bonds (Cost $1,847,443)                            1,897,500
- --------------------------------------------------------------------------------

NON-AGENCY MORTGAGE & ASSET-BACKED
SECURITIES 6.7%
BCF LLC Mortgage Pass-Thru Certificates,
  Series 1997-R2, Class 3-A1, 7.00%, Due 12/25/35
  (Acquired 6/17/97; Cost $2,952,984) (b)            2,950,998       2,953,772
Bear Stearns Mortgage Securities, Inc. Mortgage
  Pass-Thru Certificates, Series 1995-1, Class 2-P,
  Principal Only, Due 7/25/10                          587,004         500,125
Commercial Trust I Lease-Backed Certificates,
  Series 1993-K-A, Class A2, 7.63%, Due 12/15/13
  (Acquired 4/20/99; Cost $8,221,993) (b) (d)        8,441,298       8,111,665
DLJ Mortgage Acceptance Corporation Variable
  Rate Multi-Family Mortgage Pass-Thru
  Certificates, Series 1993-MF10, Class A-1,
  Interest Only, 0.80%, Due 7/15/03                 31,522,033         264,470
DLJ Mortgage Acceptance Corporation Variable
  Rate Trust Certificates, Series 1997-E, Class A,
  7.55%, Due 12/26/26 (Acquired 12/18/97;
  Cost $5,521,753) (b)                               5,499,412       5,245,064
FMAC Loan Receivables Trust Notes, Series
  1997-C, Class B, 7.15%, Due 12/15/19               7,239,000       7,058,025
Merrill Lynch Mortgage Investors, Inc. Asset-
  Backed Certificates, Series 1998-GNI, Class M-2,
  8.02%, Due 2/25/27                                 6,000,000       6,042,180
Mid State Trust Virgin Islands Asset-Backed Notes:
  Series 6, Class A-1, 7.34%, Due 7/01/35            2,618,456       2,685,030
  Series 6, Class A-2, 7.40%, Due 7/01/35            3,068,503       3,123,153
Norwest Asset Securities Corporation Mortgage
  Pass-Thru Certificates, Series 1999-4, Class B3,
  6.50%, Due 3/25/29                                 3,145,932       2,792,518
PNC Mortgage Securities Corporation Mortgage
  Pass-Thru Certificates, Series 1999-1, Class 1B3,
  6.25%, Due 2/25/29                                 3,746,707       3,253,921

14
<PAGE>
- --------------------------------------------------------------------------------
================================================================================
                     STRONG CORPORATE BOND FUND (continued)
================================================================================
                                                    Shares or
                                                    Principal         Value
                                                      Amount         (Note 2)
- --------------------------------------------------------------------------------
RTC Mortgage Pass-Thru Securities, Inc.
  Commercial Mortgage Certificates, Series
  1995-C1, Class D, 6.90%, Due 2/25/27             $12,000,000     $11,913,720
Ryland Mortgage Securities Corporation III
  Variable Rate Collateralized Mortgage Bonds,
  Series 1992-C, Class 3-A, 11.6352%, Due 11/25/30     108,133         107,813
Salomon Brothers Mortgage Securities VII, Inc.
  Mortgage Pass-Thru Certificates, Series 1997-A,
  Class B-3, 7.3887%, Due 10/01/25 (Acquired
  7/09/97; Cost $4,306,978) (b)                      4,823,746       4,151,460
- --------------------------------------------------------------------------------
Total Non-Agency Mortgage & Asset-Backed Securities
  (Cost $59,123,243)                                                58,202,916
- --------------------------------------------------------------------------------

FOREIGN BONDS 1.0%
Shaw Communications, Inc. Debentures,
  8.54%, Due 9/30/27                                14,000,000 CAD   9,158,654
- --------------------------------------------------------------------------------
Total Foreign Bonds (Cost $9,136,758)                                9,158,654
- --------------------------------------------------------------------------------

UNITED STATES GOVERNMENT & AGENCY
 ISSUES 0.5%
FHLMC Participation Certificates:
  14.00%, Due 9/01/12                               $   22,791          26,368
  14.75%, Due 3/01/10                                   11,863          13,867
FNMA Guaranteed Real Estate Mortgage Investment
  Conduit Pass-Thru Certificates, 13.50%,
  Due 4/01/11 (c)                                       78,783          89,094
GNMA Guaranteed Pass-Thru Certificates, 15.00%,
  Due 8/15/11 thru 10/15/12                             68,160          81,308
Small Business Administration Guaranteed Loan
  Pool, #40013, Interest Only Strips, 2.419%,
  Due 9/30/17                                        5,650,069         291,318
United States Treasury Bonds, 5.25%, Due 11/15/28    1,080,000       1,014,525
United States Treasury Notes:
  4.75%, Due 2/15/04                                   110,000         107,834
  5.75%, Due 4/30/03                                 3,000,000       3,051,564
- --------------------------------------------------------------------------------
Total United States Government & Agency Issues
  (Cost $5,677,058)                                                  4,675,878
- --------------------------------------------------------------------------------

OPTIONS 0.1%
MCI Worldcom, Inc. Call Options                     25,000,000         362,500
- --------------------------------------------------------------------------------
Total Options (Cost $562,500)                                          362,500
- --------------------------------------------------------------------------------

PREFERRED STOCKS 5.7%
California Federal Preferred Capital Corporation
  9.125% Series A Exchangeable                         100,000       2,684,375
Centaur Funding Corporation Series B
  (Acquired 12/09/98 - 4/13/99; Cost $17,562,590) (b)   16,450      18,290,262
Indosuez Holdings SCA Sponsored ADR 10.375%
  Representing 1/10 Series A (Acquired 2/05/98;
  Cost $5,660,000) (b)                                 200,000       5,325,000
News Corporation Finance Trust Originated 5.00%         85,000       5,514,375
Norwest Corporation Series A Cumulative
  Tracking/Residential Home Mortgage LLC
  (Acquired 12/16/94; Cost $2,000,000) (b)              10,000       2,026,920
Parmalat Capital Finance 8.1523% Series B              253,000       5,913,875
TCI Communications Financing II Trust 10.00%           166,128       4,495,922
Webster Capital Corporation 7.375% Series A              5,000       5,046,850
- --------------------------------------------------------------------------------
Total Preferred Stocks (Cost $49,428,235)                           49,297,579
- --------------------------------------------------------------------------------

WARRANTS 0.0%
EOP Operating LP Warrants, Expire 1/18/00                7,500          41,250
- --------------------------------------------------------------------------------
Total Warrants (Cost $60,000)                                           41,250
- --------------------------------------------------------------------------------

SHORT-TERM INVESTMENTS (a) 0.9%
Commercial Paper 0.2%
Interest-Bearing, Due Upon Demand
General Mills, Inc., 4.51%                                 100             100
Pitney Bowes Credit Corporation, 4.51%               2,076,100       2,076,100
                                                                   -----------
                                                                     2,076,200
Corporate Notes 0.6%
Walt Disney Company Euro-Dollar Senior
  Participating Notes, 2.00%, Due 3/01/00
  (Acquired 9/19/96; Cost $6,250,000) (b)            5,000,000       4,900,000

United States Government Issues 0.1%
United States Treasury Bills, Due 5/06/99
  thru 7/22/99 (c)                                   1,120,000       1,113,737
- --------------------------------------------------------------------------------
Total Short-Term Investments (Cost $8,251,266)                       8,089,937
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Total Investments in Securities (Cost $855,678,495) 97.8%          850,998,510
Other Assets and Liabilities, Net 2.2%                              18,548,627
- --------------------------------------------------------------------------------
Net Assets 100.0%                                                 $869,547,137
================================================================================


FUTURES
- --------------------------------------------------------------------------------
                                                    Underlying      Unrealized
                                     Expiration     Face Amount    Appreciation
                                        Date         at Value     (Depreciation)
- --------------------------------------------------------------------------------
Purchased:
 40  Five-Year U.S. Treasury Notes      6/99       $ 4,445,625     ($  9,020)
 84  Ten-Year U.S. Treasury Notes       6/99         9,633,750       (95,130)
377  U.S. Treasury Bonds                6/99        45,310,688      (284,826)

Sold:
151  Two-Year U.S. Treasury Notes       6/99        31,643,938        90,883
100  Ten-Year U.S. Treasury Notes       6/99        11,468,750        31,437
 27  U.S. Treasury Bonds                6/99         3,245,063        43,875


FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS
- --------------------------------------------------------------------------------
                               Settlement         Value         Unrealized
                                  Date            in USD       Depreciation
- --------------------------------------------------------------------------------
Sold:
13,500,000 CAD                   6/17/99        $9,279,243       $514,148


SWAPS
- --------------------------------------------------------------------------------
Open index rate swap contracts at April 30, 1999 consisted of the following:
- --------------------------------------------------------------------------------
  Notional      Termination   Interest             Index            Unrealized
   Amount          Date         Sold               Bought          Appreciation
- --------------------------------------------------------------------------------
$15,000,000      8/01/99    1 mo. LIBOR      Lehman Brothers Baa     $134,817

                                                                            15
<PAGE>

SCHEDULES OF INVESTMENTS IN SECURITIES (CONTINUED)    APRIL 30, 1999 (UNAUDITED)
- --------------------------------------------------------------------------------
================================================================================
                        STRONG GOVERNMENT SECURITIES FUND
================================================================================
                                                    Shares or
                                                    Principal         Value
                                                      Amount         (Note 2)
- --------------------------------------------------------------------------------
UNITED STATES GOVERNMENT & AGENCY
 ISSUES 84.4%
FHA Insured Project Loan #956-55054, 2.93%,
  Due 11/01/12                                     $ 3,569,176     $ 2,859,802
FHA Project Loan, 7.40%, Due 3/01/09                20,699,086      21,908,740
FHA Project Loan Section 223(f) - Hampshire Tower
  Apartments, 7.50%, Due 11/15/30                    8,958,458       9,182,419
FHLMC Guaranteed Multiclass Variable Rate
  Mortgage Participation Certificates:
  Pool #865496, 7.552, Due 5/01/26                   3,372,353       3,423,676
  Series 1539, Class FB, 5.262%, Due 6/15/05         2,832,308       2,834,271
  Series 1572-B, Class SA, 5.4175%, Due 10/15/00     3,000,000       2,940,125
FHLMC Multiclass Mortgage Guaranteed
  Participation Certificates, Series 144, Class 144-A,
  8.75%, Due 6/15/00                                    73,021          73,021
FHLMC Participation Certificates:
  6.00%, Due 1/01/13                                12,368,771      12,308,952
  6.25%, Due 9/15/22                                 5,705,000       5,686,887
  6.59%, Due 6/25/12                                11,907,506      11,943,050
  7.00%, Due 1/25/21                                 2,980,772       3,010,088
  7.25%, Due 7/01/08                                   994,891       1,010,754
  7.26%, Due 6/01/06                                 6,729,401       7,036,464
  7.625%, Due 8/25/22                                8,498,293       8,461,155
  8.00%, Due 7/01/08 thru 12/01/10                   4,751,889       4,939,462
  8.50%, Due 10/01/05 thru 6/01/17                  23,529,645      24,616,863
  9.00%, Due 8/01/09 thru 4/01/17                    5,898,592       6,311,167
  9.30%, Due 7/15/21                                 4,417,895       4,647,820
  9.50%, Due 4/01/07 thru 12/01/19                   2,565,201       2,678,016
  9.75%, Due 8/01/02                                   645,750         670,233
  10.00%, Due 10/01/05 thru 6/01/20                  3,020,640       3,192,300
  10.50%, Due 6/01/04 thru 8/01/20                   4,968,677       5,416,064
  11.00%, Due 1/01/01                                    6,391           6,595
  11.25%, Due 1/01/01                                   34,798          35,945
  11.75%, Due 10/01/15                                 111,978         123,090
  12.00%, Due 11/01/15                                  24,810          27,844
  12.25%, Due 7/01/15 thru 12/01/15                    284,388         315,406
  12.50%, Due 10/01/09 thru 1/01/15                    160,786         179,924
  13.00%, Due 7/01/14                                   46,164          52,430
  13.75%, Due 5/01/02                                   36,481          39,331
  14.00%, Due 6/01/11 thru 4/01/16                     465,828         538,151
  14.50%, Due 3/01/11 thru 12/01/11                      6,725           7,850
  14.75%, Due 8/01/11 thru 4/01/13                       6,959           8,126
  15.00%, Due 8/01/11                                   26,298          30,968
  16.00%, Due 6/01/12                                    6,558           7,889
FNMA Guaranteed Real Estate Mortgage Investment
  Conduit Pass-Thru Certificates:
  5.60%, Due 5/01/04 thru 11/01/05                   2,285,478       2,251,968
  6.00%, Due 9/01/12 thru 2/01/29                   26,187,817      26,116,656
  6.125%, Due 11/25/03                               1,356,836       1,365,038
  6.292%, Due 5/01/05                                9,312,255       9,384,984
  6.30%, Due 12/25/15                                3,094,986       3,111,560
  6.32%, Due 8/25/08                                10,000,000      10,069,150
  6.50%, Due 6/18/27 thru 8/01/28                   32,929,552      32,544,923
  6.74%, Due 8/25/07                                20,890,000      21,615,614
  7.00%, Due 9/01/15 thru 6/25/22                   21,053,412      21,267,462
  7.50%, Due 7/01/03 thru 10/01/18                  35,574,680      36,462,198
  8.00%, Due 4/01/17 thru 11/01/26                  33,287,308      34,615,697
  8.305%, Due 4/01/01                                5,363,986       5,556,401
  8.40%, Due 2/25/09                                27,539,775      28,732,109
  8.43%, Due 4/01/01                                10,355,055      10,745,885
  8.50%, Due 7/01/10 thru 5/01/26                   37,616,095      39,820,855
  8.55%, Due 8/25/26                                 5,734,000       6,008,143
  8.75%, Due 1/01/10                                   993,066       1,065,286
  9.00%, Due 9/01/21 thru 11/01/21                   7,614,138       8,167,545
  9.25%, Due 4/25/18                                 1,357,766       1,446,301
  9.40%, Due 10/25/19                                5,176,541       5,543,400
  9.50%, Due 6/01/05 thru 7/01/28                   16,870,770      18,015,666
  10.00%, Due 4/01/20                                2,490,759       2,690,779
  11.00%, Due 2/01/19                                2,234,251       2,487,291
  11.50%, Due 2/01/19                                1,417,045       1,594,430
  11.75%, Due 12/01/10                                  90,969         100,151
  12.00%, Due 1/01/16 thru 2/01/19                   2,024,276       2,246,247
  12.25%, Due 7/01/14                                   20,086          22,083
  12.50%, Due 2/01/11                                  145,395         161,635
  13.25%, Due 4/01/12                                    3,293           3,788
  13.50%, Due 1/01/11 thru 1/01/12                      24,220          26,323
  13.75%, Due 10/01/10                                   6,241           6,971
  14.00%, Due 1/01/12 thru 11/01/14                     79,592          89,224
  14.25%, Due 12/01/14                                  32,831          37,027
  14.50%, Due 1/01/12                                    6,761           7,642
  14.75%, Due 11/01/10 thru 3/01/12                    135,350         157,987
  15.00%, Due 10/01/12                                  10,009          11,435
  15.50%, Due 10/01/12                                   9,764          11,248
FNMA Guaranteed Real Estate Mortgage Investment
  Conduit Variable Rate Certificates:
  Pool #54844, 5.905%, Due 9/01/27                  16,154,988      16,249,955
  Pool #66414, 6.842%, Due 9/01/28                  10,844,796      10,993,912
  Pool #70279, 6.84%, Due 4/01/19                      985,414       1,005,157
  Pool #70843, 6.407%, Due 4/01/20                   1,813,801       1,826,541
  Pool #73310, 6.09%, Due 1/01/03                    4,967,229       4,975,456
  Pool #73312, 6.09%, Due 1/01/03                    7,713,637       7,726,094
  Pool #92068, 7.212%, Due 1/01/18                     917,564         943,093
  Pool #109031, 6.695%, Due 8/01/05                 10,000,000      10,268,685
  Pool #110238, 6.363%, Due 1/01/16                  4,138,346       4,165,583
  Pool #124013, 7.447%, Due 10/01/21                 1,384,636       1,421,698
  Pool #176367, 7.159%, Due 4/01/15                  1,981,578       2,019,198
  Pool #181826, 7.45%, Due 10/01/22                    856,881         879,771
  Pool #201427, 6.777%, Due 1/01/23                  1,429,025       1,477,380
  Pool #323127, 5.708%, Due 8/01/15                 19,099,556      19,093,636
  Pool #457277, 7.406%, Due 10/01/27                26,976,445      28,029,220
  Series 1996-M6, Class A, 7.3875%, Due 8/17/03        646,786         650,922
  Series 1997-M4, Class C, 7.2984%, Due 8/17/18      5,683,000       5,837,322
FNMA Guaranteed Real Estate Mortgage Investment
  Conduit Variable Rate Mortgage Securities, 5.90%,
  Due 3/01/18                                        2,920,808       2,948,497
FNMA Guaranteed Real Estate Mortgage Investment
  Conduit Variable Rate Pass-Thru Certificates, Pool
  #313629, 8.50%, Due 11/01/02                         596,359         615,400
FNMA Stripped Mortgage-Backed Securities:
  Series B, Class B-1, 6.00%, Due 5/01/09            2,665,407       2,663,755
  Series C, Class C-1, 6.00%, Due 5/01/09            2,112,318       2,111,008
  Series K, Class K-1, 6.00%, Due 11/01/08          13,813,403      13,804,839
  Series 161, Class 2, 8.50%, Due 7/25/22            3,789,193         892,732
Federal Agricultural Mortgage Corporation
  Guaranteed Mortgage Variable Rate
  Pass-Thru Certificates:
  Series BA -1001, Class 1, 7.012%, Due 1/25/03      2,860,199       2,939,427
  Series CS -1001, Class 1, 7.185%, Due 7/25/01      2,089,416       2,137,661
  Series CS -1010, Class 1, 7.421%, Due 7/25/02      7,688,370       7,979,067
Federal Home Loan Banks Consolidated Bonds,
  Series H, 4.875%, Due 3/17/00                      8,000,000       7,999,656
GNMA Guaranteed Pass-Thru Certificates:
  8.35%, Due 9/01/19                                18,772,642      19,887,362
  9.00%, Due 12/15/06 thru 12/15/09                 10,699,841      11,184,773
  12.50%, Due 4/15/19                                2,893,702       3,303,335
  13.00%, Due 11/15/10 thru 11/15/14                   514,276         589,868
  13.50%, Due 7/15/10 thru 10/15/12                    107,310         124,452
  14.00%, Due 6/15/11 thru 12/20/14                    124,339         144,012
  14.50%, Due 6/15/11 thru 11/15/12                    229,739         270,417
  15.00%, Due 1/15/12 thru 9/15/12                     123,156         145,332
  16.00%, Due 4/15/12                                    9,489          11,311

16
<PAGE>
- --------------------------------------------------------------------------------
================================================================================
                  STRONG GOVERNMENT SECURITIES FUND (continued)
================================================================================
                                                    Shares or
                                                    Principal         Value
                                                      Amount         (Note 2)
- --------------------------------------------------------------------------------
GNMA Guaranteed Variable Rate Pass-Thru
  Certificates:
  Pool #8333, 6.875%, Due 3/20/18                  $ 1,075,313 $     1,100,760
  Pool #8489, 6.875%, Due 4/20/19                      241,126        ,247,373
  Pool #8678, 6.625%, Due 8/20/20                    8,395,961       8,618,979
  Pool #8714, 6.125%, Due 11/20/20                   6,177,162       6,302,992
HHS Project Loan, 7.83%, Due 11/01/01                1,454,706       1,475,159
Small Business Administration Guaranteed Loan
  Interest Only Custodial Receipts:
  Series 1992-6A, 2.473%, Due 10/15/17              28,244,358       1,246,424
  Series 1993-1A, 2.5312%, Due 2/15/18              25,770,054       1,127,440
Student Loan Marketing Association Student Loan
  Trust Floating Rate Bonds, Series 1995-1, Class
  A1, 5.032%, Due 4/25/04                            2,738,699       2,739,123
USGI FHA Insured Project Pool #2040, 3.025%,
  Due 11/01/06                                       5,699,110       5,339,382
United States Department of Veterans Affairs
  Guaranteed Real Estate Mortgage Investment
  Conduit Pass-Thru Certificates - Vendee
  Mortgage Trust:
  Series 1995-1, Class 4, 8.8517%, Due 2/15/25       7,800,225       8,393,053
  Series 1995-2, Class 3, 8.7925%, Due 6/15/25      17,054,557      18,333,598
United States Treasury Notes:
  4.625%, Due 11/30/00                               7,000,000       6,956,250
  4.75%, Due 2/15/04 thru 11/15/08                  29,005,000      28,021,354
  5.25%, Due 11/15/28 thru 2/15/29                  61,465,000      57,643,809
  5.50%, Due 12/31/00 thru 8/15/28                  45,605,000      45,714,391
  5.625%, Due 5/15/08                                9,775,000       9,918,575
  5.875%, Due 11/15/05                              21,000,000      21,590,625
  6.00%, Due 7/31/02                                95,740,000      97,924,117
  6.125%, Due 8/15/07 thru 11/15/27                 14,825,000      15,333,233
  7.00%, Due 7/15/06                                39,755,000      43,482,031
  7.25%, Due 5/15/16                                24,225,000      27,699,786
  7.875%, Due 11/15/04                              10,105,000      11,317,600
  8.125%, Due 8/15/21                               43,715,000      55,408,763
- --------------------------------------------------------------------------------
Total United States Government & Agency Issues
         (Cost $1,158,999,166)                                   1,153,337,324
- --------------------------------------------------------------------------------

CORPORATE BONDS 5.6%
Atlas Air, Inc. Pass-Thru Certificates,
  Series 1998-1, Class B, 7.68%, Due 1/02/14         9,936,467       9,939,995
Bank United Corporation Subordinated Notes,
  8.875%, Due 5/01/07                               10,000,000      10,374,330
GS Escrow Corporation Senior Notes, 7.00%,
  Due 8/01/03                                       19,400,000      19,492,441
Riggs Capital Trust Preferred Securities, Series A,
  8.625%, Due 12/31/26 (Acquired 12/10/96;
  Cost $9,490,000) (b)                               9,490,000       9,554,143
Sprint Capital Corporation Guaranteed Bonds,
  6.90%, Due 5/01/19                                13,000,000      12,825,020
United Air Lines, Inc. Debentures, 10.25%,
  Due 7/15/21                                       10,735,000      13,061,801
Vastar Resources, Inc. Notes, 6.50%, Due 4/01/09     1,100,000       1,115,247
- --------------------------------------------------------------------------------
Total Corporate Bonds (Cost $77,725,987)                            76,362,977
- --------------------------------------------------------------------------------

MUNICIPAL BONDS 0.3%
Arkansas Development Finance Authority GNMA
  Guaranteed Bonds, 9.75%, Due 11/15/14              3,100,000       3,848,752
- --------------------------------------------------------------------------------
Total Municipal Bonds (Cost $3,778,286)                              3,848,752
- --------------------------------------------------------------------------------

NON-AGENCY MORTGAGE & ASSET-BACKED
 SECURITIES 0.6%
Bear Stearns Commercial Mortgage Securities, Inc.
  Variable Rate Mortgage Pass-Thru Certificates,
  Series 1999-C1, Class A-2, 6.02%, Due 2/14/09      7,500,000       7,272,675
Community Program Loan Trust Bonds, Series
  1987-A, Class A5, 4.50%, Due 4/01/29                 980,000         791,350
- --------------------------------------------------------------------------------
Total Non-Agency Mortgage & Asset-Backed Securities
  (Cost $8,350,932)                                                  8,064,025
- --------------------------------------------------------------------------------

OPTIONS 0.1%
MCI Worldcom, Inc. Call Options                     25,000,000         362,500
Merrill Lynch Swaption (The option to receive a
  fixed interest rate of 7.75%; exercisable at a
  strike price of 100 beginning 4/09/04 and
  expiring 4/09/25.)                                 7,166,667         751,067
- --------------------------------------------------------------------------------
Total Options (Cost $894,340)                                        1,113,567
- --------------------------------------------------------------------------------

PREFERRED STOCKS 2.4%
Centaur Funding Corporation 9.08% Series B
  (Acquired 12/09/98 - 4/13/99; Cost $21,217,983) (b)   20,000      22,237,400
Norwest Corporation Series A Cumulative
  Tracking/Residential Home Mortgage LLC
  (Acquired 12/16/94; Cost $10,000,000) (b)             50,000      10,134,600
- --------------------------------------------------------------------------------
Total Preferred Stocks (Cost $31,217,983)                           32,372,000
- --------------------------------------------------------------------------------

WARRANTS 0.0%
EOP Operating LP Warrants, Expire 1/18/00                7,500          41,250
- --------------------------------------------------------------------------------
Total Warrants (Cost $60,000)                                           41,250
- --------------------------------------------------------------------------------

SHORT-TERM INVESTMENTS (a) 6.1%
Commercial Paper 0.0%
Interest Bearing, Due Upon Demand
Warner Lambert Company, 4.50%                          437,100         437,100

Repurchase Agreements 6.0%
ABN-AMRO Tri-Party (Dated 4/30/99), 4.85%,
  Due 5/03/99 (Repurchase Proceeds $81,833,061);
  Collateralized by:  FHLB Bonds and Discount
  Corporate Notes, FHLMC Bonds and Discount
  Notes,  FNMA Notes, Federal Farm Credit
  Bank Notes and SLMA Notes (d)                     81,800,000      81,800,000

United States Government Issues 0.1%
United States Treasury Bills, Due 5/06/99
  thru 7/29/99 (c)                                   1,545,000       1,537,063
- --------------------------------------------------------------------------------
Total Short-Term Investments (Cost $83,774,241)                     83,774,163
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Total Investments in Securities (Cost $1,364,800,935) 99.5%      1,358,914,058
Other Assets and Liabilities, Net 0.5%                               7,951,081
- --------------------------------------------------------------------------------
Net Assets 100.0%                                               $1,366,865,139
================================================================================

FUTURES
- --------------------------------------------------------------------------------
                                                   Underlying     Unrealized
                                   Expiration      Face Amount   Appreciation
                                      Date          at Value    (Depreciation)
- --------------------------------------------------------------------------------
Purchased:
 46  Five-Year U.S. Treasury Notes    6/99       $ 5,112,469     ($   33,408)
 84  Ten-Year U.S. Treasury Notes     6/99         9,633,750        (107,614)
486  U.S. Treasury Bonds              6/99        58,411,125      (1,164,247)
Sold:
100  U.S. Treasury Bonds              6/99        12,018,750         302,344

                                                                            17
<PAGE>

SCHEDULES OF INVESTMENTS IN SECURITIES (CONTINUED)    APRIL 30, 1999 (UNAUDITED)
- --------------------------------------------------------------------------------
================================================================================
                          STRONG HIGH-YIELD BOND FUND
================================================================================
                                                    Shares or
                                                    Principal        Value
                                                      Amount        (Note 2)
- --------------------------------------------------------------------------------
CORPORATE BONDS 83.3%
AP Holdings, Inc. Senior Discount Notes, Zero %,
  Due 3/15/08 (Rate Reset Effective 3/15/03)       $ 7,950,000     $ 4,571,250
APCOA/Standard Parking, Inc. Senior
  Subordinated Notes, 9.25%, Due 3/15/08            11,210,000      10,607,462
Adelphia Communications Corporation Senior
  Notes, 7.875%, Due 5/01/09                         5,000,000       5,000,000
Allegiance Telecom, Inc. Senior Discount Notes,
  Zero %, Due 2/15/08 (Rate Reset Effective
  2/15/03)                                          11,000,000       7,466,250
Anchor Glass Container Corporation First
  Mortgage Notes, 11.25%, Due 4/01/05                6,500,000       6,898,125
Anthony Crane Rental Holdings LP/Anthony Crane
  Holdings Capital Corporation Senior Discount
  Debentures, Zero %, Due 8/01/09 (Rate Reset
  Effective 8/01/03)                                 8,400,000       4,231,500
Atlas Air, Inc. Senior Notes, 10.75%, Due 8/01/05   11,725,000      12,399,187
BankUnited Capital Trust Preferred Securities,
  Series A, 10.25%, Due 12/31/26                     4,300,000       4,224,750
Bay View Capital Corporation Subordinated Notes,
  9.125%, Due 8/15/07                                4,975,000       4,744,906
Bresnan Communications Group LLC/Bresnan
  Capital Corporation Senior Discount Notes,
  Zero %, Due 2/01/09 (Rate Reset Effective
  2/01/04) (Acquired 1/25/99; Cost $4,773,300) (b)   7,500,000       5,175,000
Bresnan Communications Group LLC/Bresnan
  Capital Corporation Senior Notes, 8.00%,
  Due 2/01/09 (Acquired 1/25/99;
  Cost $2,000,000) (b)                               2,000,000       2,065,000
Building One Services Corporation Senior
  Subordinated Notes, 10.50%, Due 5/01/09
  (Acquired 4/23/99; Cost $3,421,110) (b)            3,500,000       3,430,000
Capstar Radio Broadcasting Partners, Inc.
  Senior Subordinated Notes, 9.25%, Due 7/01/07      4,150,000       4,399,000
William Carter Senior Subordinated Notes, Series A,
  10.375%, Due 12/01/06                              7,000,000       7,498,750
Chancellor Media Corporation Senior Notes, 8.00%,
  Due 11/01/08 (Acquired 11/11/98;
  Cost $4,957,550) (b)                               5,000,000       5,175,000
Charter Communication Holdings LLC/Charter
  Communication Holdings Capital Corporation
  Senior Notes, 8.25%, Due 4/01/07
  (Acquired 3/12/99; Cost $1,495,995) (b)            1,500,000       1,541,250
Cumulus Media, Inc. Senior Subordinated Notes,
  10.375%, Due 7/01/08                               7,000,000       7,612,500
Del Monte Corporation Senior Subordinated Notes,
  12.25%, Due 4/15/07                                2,600,000       3,042,000
e.spire Communications, Inc. Senior Notes, 13.75%,
  Due 7/15/07                                        2,000,000       1,940,000
Everest Healthcare Services Corporation Senior
  Subordinated Notes, 9.75%, Due 5/01/08             3,000,000       3,063,750
Exide Corporation Senior Notes, 10.00%,
  Due 4/15/05                                        2,000,000       2,030,000
Florida Panthers Holdings, Inc. Senior Subordinated
  Notes, 9.875%, Due 4/15/09 (Acquired 4/15/99;
  Cost $5,000,000) (b)                               5,000,000       5,037,500
Formica Corporation Senior Subordinated Notes,
  10.875%, Due 3/01/09 (Acquired 2/18/99;
  Cost $3,985,000) (b)                               4,000,000       4,065,000
Fresenius Medical Care Capital Trust II Guaranteed
  Preferred Securities, 7.875%, Due 2/01/08         11,590,000      11,416,150
GST Network Funding, Inc. Senior Secured
  Discount Notes, Zero %, Due 5/01/08 (Rate
  Reset Effective 5/01/03) (Acquired 1/07/99 -
  4/07/99; Cost $1,681,875) (b)                      3,500,000       2,143,750
General Binding Corporation Senior Subordinated
  Notes, 9.375%, Due 6/01/08                         5,000,000       5,143,750
Genesis Health Ventures, Inc. Senior Subordinated
  Notes, 9.875%, Due 1/15/09 (Acquired 4/15/99;
  Cost $860,000) (b)                                 1,000,000         900,000
Global Crossing Holding, Ltd. Senior Notes, 9.625%,
  Due 5/15/08                                        8,850,000       9,912,000
Graham Packaging Holdings Company/GPC
  Capital Corporation II Senior Discount Notes,
  Zero %, Due 1/15/09 (Rate Reset Effective 1/15/03  8,150,000       5,735,563
Grove Holdings LLC/Grove Holdings Capital, Inc.
  Senior Discount Debentures, Zero %, Due 5/01/09
  (Rate Reset Effective 5/01/03)                     9,500,000       3,467,500
Hyperion Telecommunications, Inc. Senior Secured
  Notes, 12.25%, Due 9/01/04                         2,000,000       2,185,000
Hyperion Telecommunications, Inc. Senior
  Subordinated Notes, 12.00%, Due 11/01/07
  (Acquired 2/25/99; Cost $3,000,000) (b)            3,000,000       3,165,000
ICG Holdings, Inc. Senior Discount Notes, Zero %,
  Due 9/15/05 (Rate Reset Effective 9/15/00)         4,000,000       3,660,000
IXC Communications, Inc. Senior Subordinated
  Notes, 9.00%, Due 4/15/08                          2,800,000       2,817,500
Imax Corporation Senior Yankee Notes, 7.875%,
  Due 12/01/05                                       6,150,000       6,157,688
Imperial Capital Trust I Guaranteed Capital
  Securities, 9.98%, Due 12/31/26                    6,000,000       5,982,228
Insight Health Services Corporation Senior
  Subordinated Notes, 9.625%, Due 6/15/08            2,000,000       2,060,000
Interep National Radio Sales, Inc. Senior
  Subordinated Notes, 10.00%, Due 7/01/08            4,000,000       4,185,000
Intermedia Communications, Inc. Senior Notes:
  8.875%, Due 11/01/07                               1,750,000       1,771,875
  Series B, 8.50%, Due 1/15/08                       2,000,000       2,005,000
Jackson Products, Inc. Senior Subordinated Notes,
  Series B, 9.50%, Due 4/15/05                       8,300,000       8,341,500
Jordan Telecommunication Products, Inc. Senior
  Subordinated Discount Notes, Zero %,
  Due 8/01/07 (Rate Reset Effective 8/01/00)        11,615,000       9,611,413
Key Energy Services, Inc. Units, 14.00%, Due
  1/15/09 (Acquired 1/19/99; Cost $3,000,000) (b)        3,000       2,880,000
La Petite Academy, Inc./LPA Holding Corporation
  Senior Notes, Series B, 10.00%, Due 5/15/08        6,300,000       6,331,500
MJD Communications, Inc. Senior Subordinated
  Notes, 9.50%, Due 5/01/08                          3,000,000       3,048,750
Market Hub Partners Storage LP/Market Hub
  Partners Finance, Inc. Senior Notes, 8.25%,
  Due 3/01/08                                        4,300,000       4,429,000
Metromedia Fiber Network, Inc. Senior Notes,
  10.00%, Due 11/15/08 (Acquired 11/20/98;
  Cost $8,065,000) (b)                               8,000,000       8,680,000
MetroNet Communications Corporation Senior
  Discount Notes:
  Zero %, Due 11/01/07 (Rate Reset Effective
  11/01/02)                                          1,000,000         782,500
  Zero %, Due 6/15/08 (Rate Reset Effective
  6/15/03)                                           1,375,000       1,079,375
MetroNet Communications Corporation Senior
  Yankee Notes, 10.625%, Due 11/01/08
  (Acquired 12/02/98 - 12/04/98;
  Cost $6,975,625) (b)                               6,500,000       7,661,875
Mohegan Tribal Gaming Authority Senior Notes,
  8.125%, Due 1/01/06 (Acquired 2/24/99;
  Cost $3,000,000) (b)                               3,000,000       3,086,250
Motors and Gears, Inc. Senior Notes, Series C,
  10.75%, Due 11/15/06                               7,500,000       7,762,500

18
<PAGE>
- --------------------------------------------------------------------------------
================================================================================
                     STRONG HIGH-YIELD BOND FUND (continued)
================================================================================
                                                    Shares or
                                                    Principal         Value
                                                      Amount         (Note 2)
- --------------------------------------------------------------------------------
NTL, Inc. Senior Notes:
  Zero %, Due 4/01/08 (Rate Reset Effective
  4/01/03)                                         $ 5,500,000     $ 3,884,375
  11.50%, Due 10/01/08 (Acquired 10/26/98 -
  11/30/98; Cost $5,720,000) (b)                     5,500,000       6,242,500
NTL, Inc. Senior Notes, Series B, 10.00%,
  2/15/07                                            2,500,000       2,700,000
National Wine & Spirits, Inc. Senior Notes,
  10.125%, Due 1/15/09 (Acquired 1/20/99;
  Cost $8,300,313) (b)                               8,250,000       8,559,375
Nextel Communications, Inc. Senior Discount
  Notes, 10.125%, Due 1/15/04                        4,500,000       4,725,000
Nextlink Communications, Inc. Senior Discount
  Notes, 10.75%, Due 11/15/08 (Acquired 11/04/98;
  Cost $10,000,000) (b)                             10,000,000      10,800,000
Ono Finance PLC Units, 13.00%, Due 5/01/09
  (Acquired 4/29/99; Cost $3,000,000) (b)                3,000       3,075,000
Orbital Imaging Corporation Senior Notes:
  11.625%, Due 3/01/05                               6,500,000       6,240,000
  11.625%, Due 3/01/05 (Acquired 4/19/99;
  Cost $2,833,290) (b)                               3,000,000       2,880,000
PSINet, Inc. Senior Notes, 11.50%, Due 11/01/08      7,000,000       7,805,000
Packaged Ice, Inc. Senior Notes, Series B, 9.75%,
  Due 2/01/05                                        5,040,000       5,140,800
Pogo Producing Company Senior Subordinated
  Notes, 10.375%, Due 2/15/09                        5,815,000       6,105,750
Prime Succession Acquisition Corporation Senior
  Subordinated Notes, 10.75%, Due 8/15/04            4,500,000       3,240,000
Quorum Health Group, Inc. Senior
  Subordinated Notes, 8.75%, Due 11/01/05            3,000,000       3,022,500
RBF Finance Company Senior Secured Notes,
  11.00%, Due 3/15/06 (Acquired 3/19/99;
  Cost $4,000,000) (b)                               4,000,000       4,200,000
RCN Corporation Senior Discount Notes:
  Zero %, Due 10/15/07 (Rate Reset Effective
  10/15/02)                                          1,400,000         974,750
  Zero %, Due 2/15/08 (Rate Reset Effective
  2/15/03)                                           3,000,000       1,950,000
R.H. Donnelley, Inc. Senior Subordinated
  Notes, 9.125%, Due 6/01/08                         7,000,000       7,490,000
Repap New Brunswick Senior Yankee Notes,
  10.625%, Due 4/15/05                               5,500,000       4,482,500
Rhythms Netconnections, Inc. Senior Notes,
  12.75%, Due 4/15/09 (Acquired 4/16/99;
  Cost $6,000,000) (b)                               6,000,000       6,015,000
Rogers Cablesystems, Ltd. Senior Secured Second
  Priority Notes, Series B, 10.00%, Due 3/15/05      8,000,000       9,040,000
SF Holdings Group, Inc. Senior Secured Discount
  Notes, Zero %, Due 3/15/08 (Rate Reset
  Effective 3/15/03)                                 5,000,000       1,575,000
SFX Entertainment, Inc. Senior Subordinated Notes,
  9.125%, Due 12/01/08 (Acquired 11/19/98 - 2/26/99;
  Cost $7,020,000) (b)                               7,000,000       7,297,500
Sabreliner Corporation Senior Notes, 11.00%,
  Due 6/15/08 (Acquired 6/19/98; Cost
  $6,000,000) (b)                                    6,000,000       5,280,000
BF Saul Real Estate Investment Trust Senior
  Secured Notes, 9.75%, Due 4/01/08                  7,000,000       6,825,000
Schuff Steel Company Senior Notes, 10.50%,
  Due 6/01/08                                        2,240,000       2,100,000
The Scotts Company Senior Subordinated Notes,
  8.625%, Due 1/15/09 (Acquired 1/14/99;
  Cost $8,621,656) (b)                               8,500,000       8,850,625
Snyder Oil Corporation Senior Subordinated Notes,
  8.75%, Due 6/15/07                                 6,000,000       6,075,000
Spectrasite Holdings, Inc. Senior Discount Notes,
  Zero %, Due 4/15/09 (Rate Reset Effective 4/15/04)
  (Acquired 4/13/99; Cost $4,925,070) (b)            8,500,000       5,015,000
Station Casinos, Inc. Senior Subordinated Notes,
  9.75%, Due 4/15/07                                 3,750,000       4,012,500
Steel Heddle Manufacturing Company Senior
  Subordinated Notes, 10.625%, Due 6/01/08           5,000,000       2,625,000
Superior National Capital Trust I Notes, 10.75%,
  Due 12/01/17                                       5,405,000       5,296,900
Telecommunications Techniques Company LLC
  Senior Subordinated Notes, 9.75%, Due 5/15/08      6,000,000       6,180,000
Telecorp PCS, Inc. Senior Subordinated Discount
  Notes, Zero %, Due 4/15/09 (Rate Reset
  Effective 4/15/04) (Acquired 4/20/99;
  Cost $2,564,100) (b)                               4,500,000       2,565,000
Telemundo Holdings, Inc. Senior Discount Notes,
  Zero %, Due 8/15/08 (Rate Reset Effective
  8/15/03)                                          10,400,000       5,668,000
Telewest Communications PLC Senior Discount
  Notes, Zero %, Due 4/15/09 (Rate Reset Effective
  4/15/04) (Acquired 4/01/99; Cost $1,590,700) (b)   2,500,000       1,706,250
Time Warner Telecom LLC Senior Notes, 9.75%,
  Due 7/15/08                                        5,000,000       5,475,000
Town Sports International, Inc. Senior Notes,
  Series B, 9.75%, Due 10/15/04                      7,100,000       6,993,500
Transwestern Publishing Company LP/TWP
  Capital Corporation II Senior Subordinated Notes,
  Series D, 9.625%, Due 11/15/07                    12,380,000      12,999,000
Tri-State Outdoor Media Group, Inc. Senior Notes,
  11.00%, Due 5/15/08                                6,300,000       6,520,500
Triarc Consumer Products Group LLC/Triarc
  Beverage Holdings Corporation Senior
  Subordinated Notes, 10.25%, Due 2/15/09
  (Acquired 4/13/99; Cost $6,191,300) (b)            6,130,000       6,206,625
United Industries Corporation Senior Subordinated
  Notes, 9.875%, Due 4/01/09 (Acquired 3/19/99;
  Cost $3,000,000) (b)                               3,000,000       3,127,500
United International Holdings, Inc. Senior Secured
  Discount Notes, Series B, Zero %, Due 2/15/08
  (Rate Reset Effective 2/15/03)                    11,750,000       8,107,500
Universal Compression, Inc. Senior Discount Notes,
  Zero %, Due 2/15/08 (Rate Reset Effective 2/15/03) 5,500,000       3,602,500
Verio, Inc. Senior Notes, 13.50%, Due 6/15/04        6,500,000       7,572,500
Versatel Telecom BV Senior Yankee Notes, 13.25%,
  Due 5/15/08                                        3,000,000       3,255,000
Viatel, Inc. Senior Notes, 11.50%, Due 3/15/09
  (Acquired 4/22/99; Cost $5,325,000) (b)            5,000,000       5,350,000
Vintage Petroleum, Inc. Senior Subordinated Notes,
  9.75%, Due 6/30/09 (Acquired 1/20/99;
  $7,075,000) (b)                                    7,075,000       7,464,125
Winstar Communications, Inc. Senior Discount
  Notes, Zero %, Due 10/15/05 (Rate Reset Effective
  10/15/00)                                          1,880,000       1,626,200
Winstar Communications, Inc. Senior Subordinated
  Deferred Interest Notes:
  Zero %, Due 3/01/07 (Rate Reset Effective 9/01/02) 2,000,000       2,150,000
  Zero %, Due 3/15/08 (Rate Reset Effective 9/15/03) 4,000,000       3,340,000
- --------------------------------------------------------------------------------
Total Corporate Bonds (Cost $510,120,950)                          516,055,122
- --------------------------------------------------------------------------------

NON-AGENCY MORTGAGE & ASSET-BACKED
 SECURITIES 3.4%
Aircraft Lease Portfolio Securitization Pass-Thru
  Trust Certificates, Series 1996-1, Class D, 12.75%,
  Due 6/15/06                                        4,489,834       4,444,936
Blaylock Mortgage Capital Corporation Subordinated
  Bonds, Series 1997-A, Class B3, 6.425%, Due
  10/25/03 (Acquired 3/11/98; Cost $3,158,335) (b)   3,351,574       2,838,381
CS First Boston Mortgage Securities Corporation
  Mortgage Pass-Thru Certificates, Series 1992-4,
  Class A-5, Interest Only, 0.625%, Due 10/25/22    12,768,483         131,643

                                                                            19
<PAGE>

SCHEDULES OF INVESTMENTS IN SECURITIES (CONTINUED)    APRIL 30, 1999 (UNAUDITED)
- --------------------------------------------------------------------------------
================================================================================
                     STRONG HIGH-YIELD BOND FUND (continued)
================================================================================
                                                    Shares or
                                                    Principal         Value
                                                      Amount         (Note 2)
- --------------------------------------------------------------------------------
Chase Mortgage Finance Trust Mortgage Pass-Thru
  Certificates, Series 1999-S2, Class B3, 6.50%,
  Due 3/25/29 (Acquired 4/14/99; Cost
  $1,175,160) (b)                                   $1,572,449     $ 1,150,844
Merrill Lynch Mortgage Investors, Inc. Variable
  Rate Mortgage Pass-Thru Certificates,
  Series 1994-M1, Class E, 8.3367%, Due 6/25/22
  (Acquired 11/19/98; Cost $4,850,000) (b)           5,000,000       5,027,925
Norwest Asset Securities Corporation Mortgage
  Pass-Thru Certificates:
  Series 1998-29, Class B4, 6.25%, Due 12/25/28
  (Acquired 4/14/99; Cost $2,324,264) (b)            3,158,236       2,266,034
  Series 1998-30, Class B4, 6.25%, Due 12/25/28
  (Acquired 4/14/99; Cost $880,290) (b)              1,196,148         858,237
  Series 1999-4, Class B4, 6.50%, Due 3/25/29
  (Acquired 4/14/99; Cost $1,568,390) (b)            2,098,619       1,531,992
Salomon Brothers Mortgage Securities VII, Inc.
  Mortgage Pass-Thru Certificates, Series 1997-A,
  Class B-3, 7.3887%, Due 10/01/25
  (Acquired 7/09/97; Cost $2,803,622) (b)            3,140,012       2,702,388
- --------------------------------------------------------------------------------
Total Non-Agency Mortgage & Asset-Backed Securities
  (Cost $21,455,208)                                                20,952,380
- --------------------------------------------------------------------------------

FOREIGN BONDS 0.8%
Shaw Communications, Inc. Debentures, 8.54%,
  Due 9/30/27                                        8,000,000 CAD   5,233,516
- --------------------------------------------------------------------------------
Total Foreign Bonds (Cost $5,227,995)                                5,233,516
- --------------------------------------------------------------------------------

PREFERRED STOCKS 8.7%
Capstar Communications, Inc. 12.625% Exchangeable       54,821       6,770,394
Capstar Radio Broadcasting Partners, Inc. 12.00%
  Senior Exchangeable                                   67,416       8,039,358
e.spire Communications, Inc. 14.75%                      3,466       2,529,906
Global Crossing Holdings, Ltd. 10.50% Senior
  Exchangeable                                          40,000       4,650,000
IXC Communications, Inc. 12.50% Junior                   3,203       3,339,150
Intermedia Communications, Inc. 13.50% Series B
  Exchangeable                                           6,873       7,440,066
Jordan Telecommunications Products, Inc. 13.25%
  Series B Senior Exchangeable                           2,515       2,590,143
NTL, Inc. 13.00% Series B                                6,794       7,719,505
Nextlink Communications, Inc. 14.00% Senior
  Exchangeable                                          50,929       2,801,081
R&B Falcon Corporation 13.875% Units
  (Acquired 4/15/99 - 4/28/99; Cost $7,125,000) (b)      7,000       7,332,500
21st Century Telecom Group, Inc. 13.75% Senior
  Exchangeable                                           1,147         573,378
- --------------------------------------------------------------------------------
Total Preferred Stocks (Cost $55,945,830)                           53,785,481
- --------------------------------------------------------------------------------

COMMON STOCKS 1.2%
Cumulus Media, Inc.                                    180,000       2,913,750
Jordan Telecommunications Products, Inc. (Acquired
  2/25/98; Cost $0) (b)                                  2,000         400,000
OpTel, Inc. Non-Voting (Acquired 2/07/97 - 5/07/98;
  Cost $596,280) (b)                                    17,175          85,875
SF Holdings Group, Inc. Class C (Acquired 3/05/98;
  Cost $20,000)                                         10,000          20,000
Verio, Inc.                                             61,540       4,369,340
- --------------------------------------------------------------------------------
Total Common Stocks (Cost $3,950,550)                                7,788,965
- --------------------------------------------------------------------------------

WARRANTS 0.2%
American Telecasting, Inc. Warrants, Expire 8/10/00        150               0
e.spire Communications, Inc. Warrants,
  Expire 11/01/05                                        1,500          19,500
MetroNet Communications Corporation Warrants,
  Expire 8/15/07                                         3,000         195,000
NTL, Inc. Warrants, Expire 10/14/08
  (Acquired 10/28/98; Cost $50,000) (b)                  3,800         171,000
Orbital Imaging Corporation Warrants,
  Expire 3/01/05 (Acquired 2/20/98 - 5/04/98;
  Cost $1) (b)                                           6,500         260,000
Powertel, Inc. Warrants, Expire 2/01/06                  3,264          28,560
21st Century Telecom Group, Inc. Warrants,
  Expire 2/15/10 (Acquired 2/02/98; Cost $55,000) (b)    1,000          20,000
Versatel Telecom International NV Warrants,
  Expire 5/15/08 (Acquired 5/20/98; Cost $40,000) (b)    4,000         300,000
- --------------------------------------------------------------------------------
Total Warrants (Cost $240,656)                                         994,060
- --------------------------------------------------------------------------------

SHORT-TERM INVESTMENTS (a) 0.8%
Commercial Paper 0.2%
Interest Bearing, Due Upon Demand
General Mills, Inc., 4.51%                             839,200         839,200
Pitney Bowes Credit Corporation, 4.51%                  87,900          87,900
Warner Lambert Company, 4.50%                           60,100          60,100
Wisconsin Electric Power Company, 4.50%                 42,800          42,800
                                                                    ----------
                                                                     1,030,000
Repurchase Agreements 0.6%
Goldman, Sachs & Company, Inc. (Dated 4/30/99),
  4.80%, Due 5/03/99 (Repurchase Proceeds
  $4,001,600); Collateralized by: United States
  Treasury Bonds (d)                                 4,000,000       4,000,000
- --------------------------------------------------------------------------------
Total Short-Term Investments (Cost $5,030,000)                       5,030,000
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Total Investments in Securities (Cost $601,971,189) 98.4%          609,839,524
Other Assets and Liabilities, Net 1.6%                               9,947,570
- --------------------------------------------------------------------------------
Net Assets 100.0%                                                 $619,787,094
================================================================================


FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS
- --------------------------------------------------------------------------------
                           Settlement        Value         Unrealized
                              Date           in USD       Depreciation
- --------------------------------------------------------------------------------
Sold:
7,700,000 CAD                6/17/99       $5,292,605       $293,255


================================================================================
                           STRONG SHORT-TERM BOND FUND
================================================================================
                                                    Shares or
                                                    Principal         Value
                                                      Amount         (Note 2)
- --------------------------------------------------------------------------------
CORPORATE BONDS 51.6%
ARA Services, Inc. Guaranteed Notes, 10.625%,
  Due 8/01/00                                       10,600,000     $10,957,814
Allied Waste North America, Inc. Senior Notes,
  7.375%, Due 1/01/04                                8,400,000       8,232,000
Amerco Asset-Backed Bonds, 6.89%, Due 10/15/00
  (Acquired 10/17/97; Cost $10,000,000) (b)         10,000,000       9,916,000
Atlas Air, Inc. Pass-Thru Certificates, Series 1998-1,
  Class C, 8.01%, Due 1/02/10                       18,887,922      18,842,496
Beaver Valley Funding Corporation Debentures,
  8.625%, Due 6/01/07                                9,860,000      10,624,150
Blackstone Hotel Acquisitions Company Debt Unit
  (Medium Term Structured Enhanced Return
  Trusts 1998), Series R-38, 5.91%, Due 6/30/03
  (Acquired 7/30/98; Cost $14,000,000) (b)          14,000,000      13,912,500
CMS Panhandle Holding Company Senior Notes,
  6.125%, Due 3/15/04  (Acquired 3/23/99;
  Cost $4,984,200) (b)                               5,000,000       4,961,275

20
<PAGE>
- --------------------------------------------------------------------------------
================================================================================
                     STRONG SHORT-TERM BOND FUND (continued)
================================================================================
                                                    Shares or
                                                    Principal         Value
                                                      Amount         (Note 2)
- --------------------------------------------------------------------------------
CalEnergy, Inc. Senior Notes, 7.63%, Due 10/15/07  $ 5,000,000     $ 5,272,860
Call-Net Enterprises, Inc. Senior Discount Notes,
  Zero %, Due 12/01/04 (Rate Reset Effective
  12/01/99)                                          9,000,000       9,303,750
Cendant Corporation Notes:
  7.50%, Due 12/01/00                               10,000,000      10,186,560
  7.75%, Due 12/01/03                               11,540,000      11,912,927
Continental Airlines, Inc. Senior Notes, 9.50%,
  Due 12/15/01                                      14,750,000      15,487,500
Continental Airlines Pass-Thru Certificates:
  Series 1997-2D, 7.522%, Due 6/30/01               10,306,974      10,217,870
  Series 1998-2A, 6.41%, Due 4/15/07                 2,388,721       2,395,183
Custom Repackaged Asset Vehicle Trusts - CRAVE
  Trust Certificates, Series 1997-800, 6.86%, Due
  8/12/00 (Acquired 8/14/97; Cost $4,999,200) (b)    5,000,000       5,027,000
Custom Repackaged Asset Vehicle Trusts -
  Walt Disney Credit-Linked Trust Certificates,
  Series 1996-403, 7.20%, Due 1/10/07
  (Acquired 12/18/96; Cost $3,906,482) (b)           3,909,062       4,010,275
Custom Repackaged Asset Vehicle Trusts -
  Wal-Mart Credit-Linked Trust Certificates,
  Series 1996-401, 7.35%, Due 7/17/06
  (Acquired 10/16/96; Cost $4,079,373) (b)           4,091,976       4,203,233
Delta Air Lines, Inc. Pass-Thru Certificates:
  Series 1992-B1, 9.375%, Due 9/11/07               17,327,480      19,035,883
  Series 1993-A1, 9.875%, Due 4/30/08               16,308,449      18,391,445
Duke Realty LP Notes, 7.05%, Due 3/01/16
  (Putable at $100 and Rate Reset Effective 3/01/06) 3,000,000       3,022,134
EOP Operating LP Senior Notes, 6.375%,
  Due 2/15/03                                        1,000,000         991,737
East Coast Power LLC Senior Secured Notes,
  Tranche A, 6.737%, Due 3/31/08
  (Acquired 4/14/99; Cost $12,000,000) (b)          12,000,000      11,963,604
El Paso Electric Company First Mortgage Notes,
  Series E, 9.40%, Due 5/01/11                      10,718,000      12,307,083
Empress Entertainment Inc., Senior Subordinated
  Notes, 8.125%, Due 7/01/06                        10,000,000      10,062,500
First Industrial LP Notes, 6.50%, Due 4/05/11
  (Rate Reset Effective 3/15/01)                    10,000,000       9,904,660
GS Escrow Corporation Floating Rate Senior Notes,
  5.995%, Due 8/01/03                                5,000,000       4,920,105
GS Escrow Corporation Senior Notes:
  6.75%, Due 8/01/01                                34,500,000      34,551,060
  7.00%, Due 8/01/03                                 5,000,000       5,023,825
Gulf Canada Resources, Ltd. Senior Yankee Notes,
  8.35%, Due 8/01/06                                 5,030,000       5,155,750
HRPT Properties Trust Senior Notes, 6.75%,
  Due 12/18/02                                       5,000,000       4,924,885
Homeside, Inc. Senior Secured Second Priority Notes,
  11.25%, Due 5/15/03                               27,468,000      31,553,865
Homeside Lending, Inc. Senior Notes, Tranche
  00010, 6.20%, Due 5/15/03                          8,740,000       8,603,193
Huntington Capital I Variable Rate Capital Income
  Securities, 5.6963%, Due 2/01/27                  16,500,000      16,183,365
Imperial Capital Trust I Guaranteed Capital
  Securities, 9.98%, Due 12/31/26                    5,000,000       4,985,190
ITT Corporation Notes:
  6.25%, Due 11/15/00                                5,500,000       5,434,511
  6.75%, Due 11/15/03                               10,400,000      10,043,790
Korea Electric Power Company Debentures, 6.00%,
  Due 12/01/26                                      11,000,000      10,646,955
LCI International, Inc. Senior Notes, 7.25%,
  Due 6/15/07                                        3,750,000       3,855,690
Lehman Brothers Holdings, Inc. Notes, 6.625%,
  Due 4/01/04                                       10,000,000      10,058,360
Niagara Mohawk Power Corporation Senior
  Notes, Series C, 7.125%, Due 7/01/01              51,000,000      51,690,693
NWA Trust Structured Enhanced Return
  Trusts 1998, 7.9763%, Due 4/15/11
  (Acquired 4/06/98; Cost $15,240,000) (b)          15,000,000      13,425,000
Panamerican Beverages, Inc. Senior Yankee Notes,
  8.125%, Due 4/01/03                                6,300,000       6,188,654
Qwest Communications International, Inc. Senior
  Notes, 7.50%, Due 11/01/08
  (Acquired 10/27/98; Cost $6,207,750) (b)           6,250,000       6,570,312
Riggs Capital Trust Preferred Securities, Series A,
  8.625%, Due 12/31/26 (Acquired 12/20/96 -
  1/15/97; Cost $11,565,210) (b)                    11,500,000      11,577,729
Rogers Cablesystems, Ltd. Senior Secured Second
  Priority Notes, 9.625%, Due 8/01/02                7,230,000       7,844,550
Saks, Inc. Notes, 7.25%, Due 12/01/04                6,000,000       6,148,134
Simon Debartolo Group LP Notes,
  6.625%, Due 6/15/03                               10,000,000       9,920,470
Skandinaviska Enskilda Banken Subordinated
  Reset Notes, 7.50%, Due 3/29/49
  (Rate Reset Effective 3/29/09)
  (Acquired 4/14/99; Cost $4,994,950) (b)            5,000,000       4,989,255
Skandinaviska Enskilda Banken Variable Rate
  Subordinated Yankee Notes, 6.50%, Due 12/29/49
  (Rate Reset Effective 6/04/49) (Acquired 6/29/98 -
  8/19/98; Cost $12,434,625) (b)                    12,500,000      12,231,400
Spintab AB Floating Rate Subordinated Yankee
  Notes, 5.6263%, Due 12/29/49 (Acquired
  11/21/97; Cost $30,000,000) (b)                   30,000,000      30,272,160
Sprint Capital Corporation Guaranteed Notes,
  5.875%, Due 5/01/04 (e)                           11,385,000      11,266,368
Sprint Spectrum LP/Sprint Spectrum Finance
  Corporation Senior Notes, 11.00%, Due 8/15/06     14,648,000      16,918,440
Star Capital Trust I Floating Rate Securities,
  5.765%, Due 6/15/27                               10,000,000       9,910,160
Starwood Hotels & Resorts Worldwide, Inc., 6.75%,
  Due 11/15/05                                       3,750,000       3,562,267
Superior Financial Corporation Senior Notes,
  8.65%, Due 4/01/03 (Acquired 3/27/98;
  Cost $1,250,000) (b)                               1,250,000       1,243,750
Swedbank Floating Rate Debt Unit (Medium Term
  Structured Enhanced Return Trusts 1996,
  Series R-35), 5.85%, Due 11/10/02
  (Acquired 10/16/96; Cost $10,000,000) (b)         10,000,000       9,600,000
TKR Cable I, Inc. Senior Debentures, 10.50%,
  Due 10/30/07                                      10,940,000      11,743,652
Texas Utilities Company Senior Notes, Series D,
  6.375%, Due 8/16/01                               14,000,000      14,098,756
Tricon Global Restaurants, Inc. Senior Notes,
  7.45%, Due 5/15/05                                 2,250,000       2,300,828
Union Pacific Corporation Medium Term Notes,
  Tranche 00165, 6.34%, Due 11/25/03                 6,000,000       6,011,256
United Air Lines, Inc. Debentures, 10.25%,
  Due 7/15/21                                        4,850,000       5,901,233
United States Filter Corporation Variable Rate
  Remarketable or Redeemable Securities:
  6.375%, Due 5/15/11 (Remarketing Date 5/15/01)     4,705,000       4,712,740
  6.50%, Due 5/15/13 (Remarketing Date 5/15/03)     11,000,000      10,936,871
Univision Network Holding LP Subordinated
  Notes, 7.00%, Due 12/17/02                         8,000,000      10,120,000
Valero Pass-Thru Asset Trust 1997-1 Securities,
  6.75%, Due 12/15/02
  (Acquired 12/05/97; Cost $4,992,800) (b)           5,000,000       5,021,055
- --------------------------------------------------------------------------------
Total Corporate Bonds (Cost $679,448,053)                          681,288,716
- --------------------------------------------------------------------------------

                                                                            21
<PAGE>

SCHEDULES OF INVESTMENTS IN SECURITIES (CONTINUED)    APRIL 30, 1999 (UNAUDITED)
- --------------------------------------------------------------------------------
================================================================================
                     STRONG SHORT-TERM BOND FUND (continued)
================================================================================
                                                    Shares or
                                                    Principal         Value
                                                      Amount         (Note 2)
- --------------------------------------------------------------------------------
NON-AGENCY MORTGAGE & ASSET-BACKED
 SECURITIES 21.3%
BCF LLC Mortgage Pass-Thru Certificates, Series
  1997-R2, Class 3-A1, 7.00%, Due 12/25/35
  (Acquired 6/17/97; Cost $4,429,476) (b)          $ 4,426,498     $ 4,430,659
Chase Mortgage Finance Corporation Mortgage
  Pass-Thru Certificates, Series 1990-G, Class A-Z1,
  9.50%, Due 12/25/21                                1,047,055       1,077,158
Chase Mortgage Finance Corporation Variable Rate
  Multiclass Mortgage Pass-Thru Certificates,
  Series 1992-2, Class B2, 7.95%, Due 8/28/23
  (Acquired 9/27/96 - 9/03/97; Cost $2,824,751) (b)  2,812,256       2,802,582
Cistron Biotechnology, Inc. Asset-Backed Notes,
  Series 1997-A, Class A-6, 6.35%, Due 4/15/11      17,955,000      18,181,143
Citicorp Mortgage Securities, Inc. Real Estate
  Mortgage Investment Conduit Pass-Thru
  Certificates:
  Series 1988-8, Class A-1, 8.4747%, Due 6/25/18     3,630,848       3,715,513
  Series 1993-3, Class B-1, 7.00%, Due 3/25/08
  (Acquired 10/23/96; Cost $1,824,193) (b)           1,851,532       1,863,595
  Cityscape Home Loan Owners' Trust Asset Backed
  Notes, Series 1997-1, Class A-3, 6.63%,
  Due 3/25/18                                        5,350,000       5,356,982
Collateralized Mortgage Obligation Trust 47, Class E,
  Principal Only, Due 9/01/18                          763,366         490,676
Collateralized Mortgage Obligation Trust 61, Class Z,
  9.10%, Due 1/01/20                                 1,637,842       1,636,185
Collateralized Mortgage Obligation Trust Inverse
  Floating Rate Collateralized Mortgage Obligation,
  Series 13, Class Q, 16.763%, Due 1/20/03             610,686         625,648
ContiMortgage Home Equity Loan Trust Interest
  Only Senior Strip Certificates, Series 1996-2,
  Class A, 0.9671%, Due 7/15/27
  (Acquired 6/14/96; Cost $2,298,789) (b)           79,694,647       1,554,046
ContiSecurities Residual Corporation ContiMortgage
  Net Interest Margin Notes, Series 1997-A, 7.23%,
  Due 7/16/28 (Acquired 9/18/97;
  Cost $2,008,184) (b)                               2,008,184       2,006,297
CS First Boston Mortgage Securities Corporation
  Mortgage Backed Certificates, 7.25%, Due 8/25/27   2,107,849       2,120,233
DLJ Mortgage Acceptance Corporation Variable
  Rate Multifamily Mortgage Pass-Thru
  Certificates, Series 1993-MF10, Class A-1,
  Interest Only, 0.80%, Due 7/15/03                 22,046,089         184,967
Drexel Burnham Lambert Collateralized Mortgage
  Obligation Trust, Series T, Class T-4, 8.45%,
  Due 9/20/19                                        6,600,000       6,793,697
FirstPlus Global Issuance Corporation Asset-Backed
  Notes, Series 1998-4, Class A, Interest Only,
  6.10%, Due 8/10/00                                52,379,000       3,781,240
GMBS, Inc. Countrywide Funding Certificates,
  Series 1990-1, Class Z, 9.25%, Due 1/28/20         2,310,108       2,347,647
GS Mortgage Securities Corporation Variable Rate
  Mortgage Participation Securities, Series 1998-1,
  Class A, 8.00%, Due 9/20/27 (Acquired 5/19/98;
  Cost $9,091,201) (b)                               8,676,362       9,110,181
GS Mortgage Securities Corporation II Commercial
  Mortgage Pass-Thru Certificates, Series 1999-C1,
  Class X, Interest Only, 1.1662%, Due 11/18/30    119,600,516       7,119,819
Greenwich Capital Acceptance, Inc. Mortgage
  Securities, Series 1993-P01, Class E, Principal
  Only, Due 11/26/17                                 5,492,688       4,009,662
Greenwich Capital Acceptance, Inc. Variable Rate
  Mortgage Pass-Thru Certificates, Series 1991-1,
  Class A, 6.6535%, Due 2/25/21 (Acquired 4/18/96;
  Cost $7,362,426) (b)                               7,218,065       7,290,246
Greenwich Capital Markets, Inc. Commercial
  Mortgage Loan Facility Variable Rate Funding
  Certificates, Series 1998 SFT-1, Class B, 9.25%,
  Due 3/31/01 (Acquired 9/29/98; Cost
  $10,478,043) (b)                                  10,478,043      10,478,043
Kmart CMBS Financing, Inc. Floating Rate
  Commercial Mortgage Pass-Thru Certificates,
  Series 1997-1, Class D, 6.0013%, Due 3/01/07
  (Acquired 3/10/97; Cost $4,516,875) (b)            4,500,000       4,410,293
Merrill Lynch Home Equity Acceptance, Inc.
  Subordinated Variable Rate Mortgage-Backed
  Certificates, Series 1994-A, Class A-1, 5.9375%,
  Due 8/17/23                                        7,085,471       7,024,607
Merrill Lynch Mortgage Investors, Inc. Mortgage
  Pass-Thru Certificates, Series 1994-C1,
  Interest Only, 0.5379%, Due 11/25/20              23,313,194         342,471
Merrill Lynch Mortgage Investors, Inc. Senior
  Subordinated Pass-Thru Certificates,
  Series 1994-A, Class A-5, 7.035%, Due 2/15/24     13,666,284      13,807,213
Merrill Lynch Mortgage Investors, Inc. Variable
  Rate Mortgage Pass-Thru Certificates,
  Series 1994-M1, Class E, 8.3367%,
  Due 6/25/22 (Acquired 11/19/98;
  Cost $6,663,900) (b)                               6,870,000       6,908,369
The Money Store, Inc. Securitized Net Interest
  Margin Trust 1997-1 Notes, 7.36%, Due 6/20/25
  (Acquired 12/23/97; Cost $2,343,772) (b)           2,343,773       2,283,725
Morgan Stanley Capital I, Inc. Variable Rate
  Commercial Mortgage Pass-Thru Certificates:
  Series 1997-RR, Class A, 6.8688%, Due 4/28/39
  (Acquired 11/21/97; Cost $4,491,015) (b)           4,492,313       4,451,613
  Series 1999-WF1, Class X, 1.0162%, Due 10/15/18
  (Acquired 2/10/99; Cost $4,983,129) (b)           96,746,646       4,809,759
NPF XI, Inc. Health Care Receivables Program 97-1
  Notes, Class A, 6.815%, Due 7/01/01
  (Acquired 6/19/97; Cost $4,999,944) (b)            5,000,000       5,031,250
Option One Mortgage Securities Corporation Net
  Interest Margin Trust, Series 1999-2, 9.66%,
  Due 6/25/29 (Acquired 4/23/99;
  Cost $5,500,000) (b)                               5,500,000       5,500,000
Oregon Commercial Mortgage, Inc. Variable Rate
  Commercial Mortgage Pass-Thru Certificates,
  Series 1995-1, Class E, 9.2066%, Due 6/25/26
  (Acquired 5/13/98; Cost $7,997,923) (b)            7,688,000       7,611,120
Prudential Home Mortgage Securities Company
  Mortgage Pass-Thru Certificates, Series 1992-26,
  Class A-18, 7.50%, Due 8/25/07                     1,745,062       1,746,161
Prudential Home Thirty-Year Mortgage Trust
  Subordinated Mortgage Securities, Series 1992-A,
  Class B2-2, 7.90%, Due 4/28/22
  (Acquired 10/03/96 - 3/18/98; Cost $5,017,799) (b) 5,009,477       5,030,542
RTC Mortgage Pass-Thru Securities, Inc.
  Commercial Certificates:
  Series 1994-C2, Class E, 8.00%, Due 4/25/25       11,375,471      11,404,421
  Series 1995-C2, Class D, 7.00%, Due 5/25/27        5,070,493       5,068,592
RTC Pass-Thru Securities, Inc. Variable Rate
  Certificates:
  Series 1991-11, Class 1-L, 8.625%, Due 10/25/21    8,024,858       8,002,750
  Series 1992-1, Class A-2, 7.7592%, Due 8/25/20     1,741,608       1,737,227
Residential Funding Mortgage Securities I, Inc.
  Mortgage Pass-Thru Certificates, Series 1993-M23,
  Class A-1, 6.97%, Due 8/28/23                      1,154,505       1,156,312
Rural Housing Trust 1987-1 Senior Mortgage
  Pass-Thru Certificates, Series 1, Class D, 6.33%,
  Due 4/01/26                                          357,573         357,449

22
<PAGE>
- --------------------------------------------------------------------------------
================================================================================
                     STRONG SHORT-TERM BOND FUND (continued)
================================================================================
                                                    Shares or
                                                    Principal         Value
                                                      Amount         (Note 2)
- --------------------------------------------------------------------------------
Rural Housing Trust 1987-1 Senior Mortgage
  Pass-Thru Subordinated Certificates, Class 3B,
  7.33%, Due 4/01/26                              $  9,272,586    $  9,410,558
Ryland Mortgage Securities Corporation III
  Variable Rate Collateralized Mortgage Bonds, Series
  1992-C, Class 3-A, 11.6352%, Due 11/25/30            753,596         751,365
Ryland Mortgage Securities Corporation IV Variable
  Rate Collateralized Mortgage Bonds, Series 2,
  Class 3-A, 12.0461%, Due 6/25/23                   1,304,819       1,329,284
Ryland Mortgage Securities Corporation Variable
  Rate Mortgage Participation Securites:
  Series 1991-1, 6.7847%, Due 3/25/20                1,797,074       1,805,555
  Series 1992-3, Class A-2, 6.8988%, Due 6/25/20     4,722,330       4,730,943
SL Commercial Mortgage Trust Mortgage Pass-Thru
  Certificates, Series 1997-C1, Class A, 6.875%,
  Due 7/25/04 (Acquired 3/23/99; Cost
  $19,633,947) (b)                                  19,242,335      19,608,613
SWP Mortgage Securities Trust Mortgage Pass-Thru
  Certificates Series 1993-1, Class A, 6.54%,
  Due 12/15/02 (Acquired 1/23/98; Cost
  $3,100,400) (b)                                    3,081,143       3,082,098
Salomon Brothers Mortgage Securities VI, Inc.
  Stripped Coupon Mortgage Pass-Thru Certificates,
  Series 1987-3, Class A, Principal Only,
  Due 10/23/17                                       1,207,854       1,044,085
Sequoia Mortgage Trust Adjustable Rate Asset-
  Backed Certificates, Series 3, Class M-1, 6.85%,
  Due 6/25/28                                       11,127,300      11,349,846
Shearson Lehman Pass-Thru Securities, Inc. Asset
  Trust Variable Rate Pass-Thru Certificates,
  Series 88-3, 7.2929%, Due 9/15/18                  4,487,141       4,467,532
Structured Mortgage Asset Residential Trust
  Multiclass Pass-Thru Certificates, Series 1992-5,
  Class BO, Principal Only, Due 6/25/23                583,809         518,943
Structured Mortgage Trust Commercial Mortgage-
  Backed Securities, 10.7492%, Due 1/30/06
  (Acquired 5/12/98; Cost $10,592,586) (b)          10,712,139      10,263,622
Triumph Capital CBO I, Ltd./Triumph Capital
  CBO I, Inc. Senior Secured Floating Rate Notes,
  Class A-2, 5.8342%, Due 6/15/11
  (Acquired 4/15/99; Cost $18,000,000) (b) (e)      18,000,000      18,000,000
- --------------------------------------------------------------------------------
Total Non-Agency Mortgage & Asset-Backed Securities
  (Cost $280,541,797)                                              280,022,537
- --------------------------------------------------------------------------------

FOREIGN BONDS 0.9%
Shaw Communications, Inc. Debentures, 8.54%,
  Due 9/30/27                                   18,091,000 CAD      11,834,943
- --------------------------------------------------------------------------------
Total Foreign Bonds (Cost $11,806,650)                              11,834,943
- --------------------------------------------------------------------------------

UNITED STATES GOVERNMENT & AGENCY
 ISSUES 16.6%
FHLMC Participation Certificates:
  6.50%, Due 5/01/04                                   946,801         937,627
  8.50%, Due 4/01/01 thru 1/01/05                      498,411         514,575
  8.75%, Due 10/01/01                                  410,449         422,581
  9.00%, Due 5/01/06 thru 08/01/18                   9,289,093       9,950,744
  9.50%, Due 3/01/11                                   326,614         349,061
  9.75%, Due 8/01/02                                 1,150,242       1,193,853
  10.25%, Due 7/01/09 thru 1/01/10                     443,899         481,014
  10.50%, Due 11/01/17 thru 07/01/19                 9,813,401      10,727,123
  10.75%, Due 9/01/10 thru 11/01/10                    460,349         497,546
  11.25%, Due 11/01/09                                 374,571         411,326
FHLMC Variable Rate Participation Certificates,
  7.516%, Due 5/01/26                                6,095,426       6,188,190
FNMA Guaranteed Real Estate Mortgage
  Investment Conduit Pass-Thru Certificates:
  7.00%, Due 6/25/22                                 8,029,505       8,107,676
  8.00%, Due 12/01/13 thru 9/01/23                  36,116,363      37,728,616
  8.50%, Due 4/01/08 thru 2/01/23                   22,708,044      24,061,689
  9.00%, Due 11/01/24                                2,263,560       2,424,708
  9.40%, Due 10/25/19                               11,092,588      11,878,714
  9.50%, Due 2/01/11 thru 3/01/15                    7,979,082       8,535,351
  10.00%, Due 7/01/04 thru 6/25/19                  13,269,825      14,373,220
  11.00%, Due 10/15/20                              21,710,170      24,281,522
  12.00%, Due 3/01/17                                4,377,855       4,856,481
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                               12,115          14,276
FNMA Guaranteed Real Estate Mortgage
  Investment Conduit Variable Rate Pass-Thru
  Certificates, Series 1995-G2, Class IO, Interest
  Only, 4.7460%, Due 5/25/20                         8,233,706       1,790,908
FNMA Stripped Mortgage-Backed Securities:
  Series 107, Class 1, Principal Only, Due 10/25/06  1,724,658       1,538,217
  Series 1993-M1, Class N, Interest Only, 0.84%,
  Due 4/25/20                                        4,271,029          25,370
GNMA Guaranteed Pass-Thru Certificates:
  7.50%, Due 12/15/07                                5,232,423       5,424,191
  8.00%, Due 12/15/08                                1,926,310       2,017,196
  8.50%, Due 5/15/10                                 1,649,079       1,729,679
  9.00%, Due 11/15/24                                1,750,995       1,883,311
  9.75%, Due 9/15/05 thru 11/15/05                   1,278,729       1,347,853
  10.00%, Due 2/20/18                                  408,173         446,279
  11.50%, Due 4/15/13                                   40,218          45,202
  12.50%, Due 4/15/19                               20,217,805      23,079,838
Small Business Administration Guaranteed Loan
  Group #0190 Variable Rate Interest Only
  Certificates, 3.136%, Due 7/30/18                 13,280,197       1,062,416
USGI FHA Insured Project Pool Banco 85,
  7.4402%, Due 11/24/19                              3,184,546       3,149,707
United States Treasury Notes:
  4.75%, Due 2/15/04                                 5,665,000       5,553,473
  5.75%, Due 4/30/03                                 2,000,000       2,034,376
- --------------------------------------------------------------------------------
Total United States Government & Agency Issues
  (Cost $217,760,033)                                              219,063,909
- --------------------------------------------------------------------------------

PREFERRED STOCKS 6.1%
California Federal Preferred Capital Corporation
  9.125% Series A Exchangeable                         320,000       8,590,000
Indosuez Holdings SCA Sponsored ADR 10.375%
  Representing 1/10 Series A (Acquired 11/15/96 -
  5/21/98; Cost $16,309,146) (b)                       574,479      15,295,503
News Corporation Finance Trust Originated 5.00%        100,000       6,487,500
Norwest Corporation Series A Cumulative Tracking/
  Residential Home Mortgage LLC
  (Acquired 12/16/94; Cost $23,000,000) (b)            115,000      23,309,580
Parmalat Capital Finance 8.1523% Series B              300,000       7,012,500
TCI Communications Financing IV Trust 9.72%            347,300       9,550,750
Webster Capital Corporation 7.375% Series A             10,000      10,093,700
- --------------------------------------------------------------------------------
Total Preferred Stocks (Cost $80,866,129)                           80,339,533
- --------------------------------------------------------------------------------

OPTIONS 0.3%
Merrill Lynch Swaption (The option to receive a
  fixed interest rate of 7.75%; exercisable at a
  strike price of $100 beginning 4/09/04 and
  expiring 4/09/25.)                               $39,583,333       4,148,333
- --------------------------------------------------------------------------------
Total Options (Cost $1,832,839)                                      4,148,333
- --------------------------------------------------------------------------------

                                                                            23
<PAGE>

SCHEDULES OF INVESTMENTS IN SECURITIES (CONTINUED)    APRIL 30, 1999 (UNAUDITED)
- --------------------------------------------------------------------------------
================================================================================
                     STRONG SHORT-TERM BOND FUND (continued)
================================================================================
                                                    Shares or
                                                    Principal         Value
                                                      Amount         (Note 2)
- --------------------------------------------------------------------------------
SHORT-TERM INVESTMENTS 2.6%
Commercial Paper 0.1%
Interest Bearing, Due Upon Demand
General Mills, Inc., 4.51%                          $  203,000  $      203,000
Pitney Bowes Credit Corporation, 4.51%                 159,200         159,200
Warner Lambert Company, 4.50%                            9,800           9,800
Wisconsin Electric Power Company, 4.50%                500,000         500,000
                                                                --------------
                                                                       872,000
Corporate Bonds 2.0%
Amerco Asset-Backed Bonds, 6.65%, Due 10/15/99
  (Acquired 10/17/97; Cost $9,996,500) (b)          10,000,000       9,981,400
Bay View Capital Corporation Senior Debentures,
  8.42%, Due 6/01/99 (Acquired  5/13/96 - 5/28/96;
  Cost $7,000,000) (b)                               7,000,000       7,009,023
Walt Disney Company Euro-Dollar Senior
  Participating Notes, 2.00%, Due 3/01/00
  (Acquired 9/19/96; Cost $12,500,000) (b)          10,000,000       9,800,000
                                                                --------------
                                                                    26,790,423
Repurchase Agreements 0.4%
ABN-AMRO Tri-Party (Dated 4/30/99), 4.85%, Due 5/03/99
  (Proceeds $4,501,819); Collateralized by: SLMA
  Notes, FNMA Notes, FHLMC Bonds and
  Discount Notes, Federal Home Loan Bank
  Bonds and Discount Corporate Notes, and
  Federal Farm Credit Bank Notes (d)                 4,500,000       4,500,000

United States Government Issues 0.1%
United States Treasury Bills, Due 5/06/99
  thru 7/29/99 (c)                                   1,645,000       1,637,730
- --------------------------------------------------------------------------------
Total Short-Term Investments (Cost $34,104,054)                     33,800,153
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Total Investments in Securities (Cost $1,306,359,555) 99.4%      1,310,498,124
Other Assets and Liabilities, Net 0.6%                               7,891,909
- --------------------------------------------------------------------------------
Net Assets 100.0%                                               $1,318,390,033
================================================================================


FUTURES
- --------------------------------------------------------------------------------
                                                Underlying      Unrealized
                                   Expiration   Face Amount    Appreciation
                                      Date       at Value     (Depreciation)
- --------------------------------------------------------------------------------
Purchased:
 27  Five-Year U.S. Treasury Notes    6/99      $ 3,000,797     ($ 14,515)
Sold:
 50  Two-Year U.S. Treasury Notes     6/99       10,478,125        17,500
 89  Five-Year U.S. Treasury Notes    6/99       32,119,641       216,723
629  Ten-Year U.S. Treasury Notes     6/99       72,138,418       807,626
180  U.S. Treasury Bonds              6/99       21,633,750       257,088


FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS
- --------------------------------------------------------------------------------
                            Settlement          Value           Unrealized
                               Date             in USD         Depreciation
- --------------------------------------------------------------------------------
Sold:
 14,475,000  CAD              6/17/99         $12,011,465         $665,53


================================================================================
                     STRONG SHORT-TERM HIGH YIELD BOND FUND
================================================================================
                                                     Shares or
                                                     Principal        Value
                                                       Amount        (Note 2)
- --------------------------------------------------------------------------------
CORPORATE BONDS 83.8%
Adelphia Communications Corporation Senior
  Debentures, 11.875%, Due 9/15/04                  $1,000,000      $1,065,000
Adelphia Communications Corporation Senior
  Notes, 7.50%, Due 1/15/04 (Acquired 1/06/99;
  Cost $3,000,000) (b)                               3,000,000       2,992,500
Argosy Gaming Company First Mortgage Notes,
  13.25%, Due 6/01/04                                2,000,000       2,277,500
Aztar Corporation Senior Subordinated Notes,
  13.75%, Due 10/01/04                               3,950,000       4,325,250
Benedek Broadcasting Corporation Senior Notes,
  11.875%, Due 3/01/05                               2,000,000       2,230,000
Call-Net Enterprises, Inc. Senior Discount Notes,
  Zero %, Due 12/01/04 (Rate Reset
  Effective 12/01/99)                                2,600,000       2,687,750
Century Communications Corporation Senior
  Discount Notes, Zero %, Due 3/15/03                4,000,000       2,900,000
Chancellor Media Corporation Senior Subordinated
  Notes, 9.375%, Due 10/01/04                        5,000,000       5,256,250
Coinmach Corporation Senior Notes, Series D,
  11.75%, Due 11/15/05                               2,000,000       2,212,500
Continental Airlines, Inc. Senior Notes, 9.50%,
  Due 12/15/01                                       2,000,000       2,100,000
Day International Group, Inc. Senior Subordinated
  Notes, Series B, 11.125%, Due 6/01/05              2,500,000       2,675,000
Dial Call Communications, Inc. Senior Discount
  Notes, Series B, 10.25%, Due 12/15/05              1,000,000       1,042,500
Empress Entertainment Inc., Senior Subordinated
  Notes, 8.125%, Due 7/01/06                         4,500,000       4,528,125
Frontiervision Operating Partners LP/Frontiervision
  Capital Corporation Senior Subordinated Notes,
  11.00%, Due 10/15/06                               2,500,000       2,818,750
Graham Packaging Company/GPC Capital
  Corporation I Floating Rate Notes, 8.6552%,
  Due 1/15/08                                        1,000,000         983,750
Horseshoe Gaming LLC Senior Notes, Series B,
  12.75%, Due 9/30/00                                4,314,000       4,572,840
Huntsman Specialty Chemicals Corporation
  Floating Rate Term Loans, 8.4375%, Due 3/17/07
  (Acquired 5/28/98; Cost $3,048,000) (b)            3,000,000       3,000,000
IDT Corporation Senior Notes, 8.75%, Due 2/15/06     3,000,000       3,060,000
ISP Holdings, Inc. Senior Notes, 9.00%,
  Due 10/15/03                                       2,000,000       2,070,000
ITT Corporation Notes, 6.25%, Due 11/15/00           7,000,000       6,916,651
Keebler Corporation Senior Subordinated Notes,
  10.75%, Due 7/01/06                                5,000,000       5,600,000
MJD Communications, Inc. Floating Rate Notes,
  9.1597%, Due 5/01/08                               5,000,000       5,025,000
MetroNet Communications Corporation Senior Notes,
  12.00%, Due 8/15/07                                3,000,000       3,585,000
Mobile Telecommunication Technologies
  Corporation Senior Notes, 13.50%, Due 12/15/02     6,500,000       7,410,000
Mohegan Tribal Gaming Authority Senior Notes,
  8.125%, Due 1/01/06
  (Acquired 2/24/99; Cost $2,950,000) (b)            2,950,000       3,034,813
NL Industries Senior Secured Notes, 11.75%,
  Due 10/15/03                                       5,355,000       5,756,625
NS Group, Inc. Senior Notes, 13.50%, Due 7/15/03     3,600,000       3,762,000
NTL, Inc. Senior Deferred Coupon Notes, Series A,
  Zero %, Due 4/15/05 (Rate Reset Effective 4/15/00) 2,500,000       2,387,500
NTL, Inc. Senior Yankee Discount Debentures,
  Zero %, Due 11/15/07 (Rate Reset Effective
  11/15/00)                                          2,500,000       2,312,500
Nextel Communications, Inc. Senior Discount Notes:
  9.75%, Due 8/15/04                                 2,000,000       2,085,000
  10.125%, Due 1/15/04                               2,000,000       2,100,000

24
<PAGE>

- --------------------------------------------------------------------------------
================================================================================
               STRONG SHORT-TERM HIGH YIELD BOND FUND (continued)
================================================================================
                                                     Shares or
                                                     Principal        Value
                                                       Amount        (Note 2)
- --------------------------------------------------------------------------------
Nextlink Communications LLC Senior Notes,
  12.50%, Due 4/15/06                               $2,000,000    $  2,160,000
Pathmark Stores, Inc. Subordinated Notes:
  11.625%, Due 6/15/02                               4,000,000       4,130,000
  12.625%, Due 6/15/02                               2,000,000       2,065,000
Pegasus Media & Communications, Inc. Senior
  Subordinated Notes, Series B, 12.50%,
  Due 7/01/05                                        3,000,000       3,352,500
Pharmamerica, Inc. Senior Subordinated Notes,
  8.375%, Due 4/01/08                                2,000,000       2,130,000
Premier Parks, Inc. Senior Notes, Series A, 12.00%,
  Due 8/15/03                                        2,000,000       2,155,000
Qwest Communications International, Inc. Senior
  Notes, Series B, 10.875%, Due 4/01/07              3,250,000       3,778,125
Rifkin Acquisition Partners LLP Senior
  Subordinated Notes, 11.125%, Due 1/15/06           2,060,000       2,317,500
Rogers Cablesystems, Ltd. Senior Secured Second
  Priority Notes, 9.625%, Due 8/01/02                1,975,000       2,142,875
SC International Services, Inc. Senior Subordinated
  Notes, 9.25%, Due 9/01/07                          4,500,000       4,837,500
SD Warren Company Senior Subordinated Notes,
  Series B, 12.00%, Due 12/15/04                     4,500,000       4,882,500
SFX Broadcasting, Inc. Senior Subordinated Notes,
  10.75%, Due 5/15/06                                2,000,000       2,245,000
Santa Fe Energy Resources, Inc. Senior
  Subordinated Debentures, 11.00%, Due 5/15/04       2,000,000       2,080,000
Selmer Company, Inc. Senior Subordinated Notes,
  11.00%, Due 5/15/05                                3,945,000       4,260,600
Sprint Spectrum LP/Sprint Spectrum Finance
  Corporation Senior Notes, 11.00%, Due 8/15/06      3,945,000       4,556,475
Star Markets Company Senior Subordinated Notes,
  13.00%, Due 11/01/04                               1,530,000       1,679,175
Statia Terminals International/Statia Terminals
  Canada, Inc. First Mortgage Notes, Series B,
  11.75%, Due 11/15/03                               3,900,000       4,319,250
Superior Financial Corporation Senior Notes, 8.65%,
  Due 4/01/03 (Acquired 3/27/98; Cost
  $2,000,000) (b)                                    2,000,000       1,990,000
Triton Energy, Ltd./Triton Energy Corporation
  Senior Notes, 8.75%, Due 4/15/02                   5,000,000       4,962,500
Twin Laboratories, Inc. Senior Subordinated
  Notes, 10.25%, Due 5/15/06                         1,412,000       1,496,720
US Air, Inc. Senior Notes, 9.625%, Due 2/01/01       3,660,000       3,758,238
Unisys Corporation Senior Notes, 12.00%,
  Due 4/15/03                                        2,700,000       2,990,250
United Stationers Supply Senior Subordinated
  Notes, 12.75%, Due 5/01/05                         4,000,000       4,460,000
Univision Network Holding LP Subordinated
  Notes, 7.00%, Due 12/17/02                         6,000,000       7,590,000
Young Broadcasting, Inc. Senior Subordinated
  Notes, 11.75%, Due 11/15/04                        2,200,000       2,373,250
- --------------------------------------------------------------------------------
Total Corporate Bonds (Cost $183,761,998)                          185,485,262
- --------------------------------------------------------------------------------

CONVERTIBLE BONDS 2.1%
CUC International, Inc. Subordinated Notes, 3.00%,
  Due 2/15/02                                        2,000,000       1,897,500
Corporate Express, Inc. Subordinated Notes, 4.50%,
  Due 7/01/00                                        3,000,000       2,692,500
- --------------------------------------------------------------------------------
Total Convertible Bonds (Cost $4,710,246)                            4,590,000
- --------------------------------------------------------------------------------

NON-AGENCY MORTGAGE & ASSET-BACKED
 SECURITIES 3.9%
Blaylock Mortgage Capital Corporation Subordinated
  Bonds, Series 1997-A, Class B3, 6.425%, Due
  10/25/03 (Acquired 3/11/98; Cost $1,884,688) (b)   2,000,000       1,693,760
Lehman Relocation Mortgage Trust Subordinated
  Variable Rate Mortgage-Backed Certificates,
  Series 1997-2, Class B1, 7.1263%, Due 6/28/26
  (Acquired 10/26/98; Cost $2,046,401) (b)           2,450,780       2,038,068
Merrill Lynch Mortgage Investors, Inc. Variable
  Rate Mortgage Pass-Thru Certificates, Series
  1994-M1, Class E, 8.3367%, Due 6/25/22
  (Acquired 11/19/98; Cost $2,910,000) (b)           3,000,000       3,016,755
Oregon Commercial Mortgage, Inc. Variable Rate
  Commercial Mortgage Pass-Thru Certificates,
  Series 1995-1, Class E, 9.2066%, Due 6/25/26
  (Acquired 5/13/98; Cost $2,080,625) (b)            2,000,000       1,980,000
- --------------------------------------------------------------------------------
Total Non-Agency Mortgage & Asset-Backed Securities
  (Cost $8,960,718)                                                  8,728,583
- --------------------------------------------------------------------------------

PREFERRED STOCKS 1.1%
CSC Holdings, Inc. 11.125% Series M                     21,128       2,466,660
- --------------------------------------------------------------------------------
Total Preferred Stocks (Cost $2,338,586)                             2,466,660
- --------------------------------------------------------------------------------

SHORT-TERM INVESTMENTS (a) 8.8%
Commercial Paper 0.4%
Interest Bearing, Due Upon Demand
General Mills, Inc., 4.51%                             596,700         596,700
Pitney Bowes Credit Corporation, 4.51%                 135,300         135,300
Warner Lambert Company, 4.50%                          118,500         118,500
                                                                  ------------
                                                                       850,500
Corporate Bonds 0.9%
Key Plastics, Inc. Senior Notes, 14.00%,
  Due 11/15/99                                       1,900,000       1,938,000

Repurchase Agreements 7.5%
ABN-AMRO Tri-Party (Dated 4/30/99), 4.85%,
  Due 5/03/99 (Repurchase proceeds $16,506,669);
  Collateralized by: SLMA Notes, FNMA Notes,
  FHLMC Bonds and Discount Notes, Federal
  Home Loan Bank Bonds and Discount Corporate
  Notes, and Federal Farm Credit Bank Notes (d)     16,500,000      16,500,000
- --------------------------------------------------------------------------------
Total Short-Term Investments (Cost $19,313,738)                     19,288,500
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Total Investments in Securities (Cost $219,085,286) 99.7%          220,559,005
Other Assets and Liabilities, Net 0.3%                                 762,632
- --------------------------------------------------------------------------------
Net Assets 100.0%                                                 $221,321,637
================================================================================


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

Percentages are stated as a percent of net assets.

See Notes to Financial Statements.

                                                                            25
<PAGE>
<TABLE>
STATEMENTS OF ASSETS AND LIABILITES
- ----------------------------------------------------------------------------------------------------------------------------
<CAPTION>
April 30, 1999 (Unaudited)
                                                                             (In Thousands, Except Per Share Amounts)

                                                                       Strong Corporate Strong Government  Strong High-Yield
                                                                           Bond Fund     Securities Fund      Bond Fund
                                                                       ---------------- -----------------  -----------------
ASSETS:
<S>                                                                       <C>             <C>                <C>
Investments in Securities, at Value (Cost of $855,678, $1,364,801
  and $601,971, respectively)                                              $850,998        $1,358,914         $609,840
Receivable for Securities and Forward Foreign Currency Contracts Sold        83,110            12,377           12,676
Receivable for Fund Shares Sold                                                 622             1,145              398
Dividends and Interest Receivable                                            15,124            15,156           12,316
Other Assets                                                                     --                --               29
                                                                           --------        ----------         --------
Total Assets                                                                949,854        1,387,592           635,259


LIABILITIES:
  Payable for Securities Purchased                                           74,739            12,961           10,682
  Payable for Fund Shares Redeemed                                              202               753               31
  Dividends Payable                                                           4,743             5,931            4,698
  Accrued Operating Expenses and Other Liabilities                              623             1,082               61
                                                                           --------        ----------         --------
  Total Liabilities                                                          80,307            20,727           15,472
                                                                           --------        ----------         --------
NET ASSETS                                                                 $869,547        $1,366,865         $619,787
                                                                           ========        ==========         ========
NET ASSETS CONSIST OF:
  Capital Stock (par value and paid-in capital)                            $884,071        $1,377,034         $621,268
  Accumulated Net Investment Loss                                              (212)               --             (128)
  Accumulated Net Realized Loss                                              (9,032)           (3,279)          (8,929)
  Net Unrealized Appreciation (Depreciation)                                 (5,280)           (6,890)           7,576
                                                                           --------        ----------         --------
  Net Assets                                                               $869,547        $1,366,865         $619,787
                                                                           ========        ==========         ========
Capital Shares Outstanding (Unlimited Number Authorized)                     78,102           129,592           54,576

NET ASSET VALUE PER SHARE                                                    $11.13            $10.55           $11.36
                                                                             ======            ======           ======
</TABLE>
<TABLE>


                                                                                       Strong Short-Term    Strong Short-Term
                                                                                           Bond Fund      High Yield Bond Fund
                                                                                       -----------------  --------------------

ASSETS:
 <S>                                                                                      <C>                <C>

  Investments in Securities, at Value (Cost of $1,306,359
    and $219,085, respectively)                                                            $1,310,498         $220,559
  Receivable for Securities and Forward Foreign Currency Contracts Sold                        36,978               --
  Receivable for Fund Shares Sold                                                                 338              183
  Dividends and Interest Receivable                                                            18,552            4,923
  Other Assets                                                                                  1,345               12
                                                                                           ----------         --------
  Total Assets                                                                              1,367,711          225,677

LIABILITIES:
  Payable for Securities and Foward Foreign Currency Contracts Purchased                       42,138            2,824
  Payable for Fund Shares Redeemed                                                                 41               51
  Dividends Payable                                                                             7,062            1,378
  Accrued Operating Expenses and Other Liabilities                                                 80              102
                                                                                           ----------         --------
  Total Liabilities                                                                            49,321            4,355
                                                                                           ----------         --------
NET ASSETS                                                                                 $1,318,390         $221,322
                                                                                           ==========         ========
NET ASSETS CONSIST OF:
  Capital Stock (par value and paid-in capital)                                            $1,414,548         $219,558
  Accumulated Net Investment Loss                                                                (933)              --
  Accumulated Net Realized Gain (Loss)                                                        (99,948)             290
  Net Unrealized Appreciation                                                                   4,723            1,474
                                                                                           ----------         --------
  Net Assets                                                                               $1,318,390         $221,322
                                                                                           ==========         ========
Capital Shares Outstanding (Unlimited Number Authorized)                                      137,532           21,141

NET ASSET VALUE PER SHARE                                                                       $9.59           $10.47
                                                                                                =====           ======
</TABLE>

                                            See Notes to Financial Statements.

26
<PAGE>
<TABLE>
STATEMENTS OF OPERATIONS
- --------------------------------------------------------------------------------------------------------------------------
<CAPTION>
For the Six Months Ended April 30, 1999 (Unaudited)
                                                                                       (In Thousands)

                                                                       Strong Corporate Strong Government Strong High-Yield
                                                                          Bond Fund      Securities Fund     Bond Fund
                                                                       ---------------- ----------------- -----------------
INCOME:
<S>                                                                         <C>               <C>              <C>
  Interest                                                                  $30,186           $41,269          $27,128
  Dividends                                                                   1,197               306            2,715
                                                                           --------        ----------         --------
  Total Income                                                               31,383            41,575           29,843
EXPENSES:
  Investment Advisory Fees                                                    2,676             4,041            1,826
  Custodian Fees                                                                 30                44               17
  Shareholder Servicing Costs                                                   802             1,076              319
  Other                                                                         157               188              163
                                                                           --------        ----------         --------
  Total Expenses                                                              3,665             5,349            2,325
                                                                           --------        ----------         --------
NET INVESTMENT INCOME                                                        27,718            36,226           27,518

REALIZED AND UNREALIZED GAIN (LOSS):
 Net Realized Gain (Loss) on:
  Investments                                                                 2,545             2,057           (8,014)
  Futures Contracts, Options and Forward Foreign Currency Contracts          (3,858)           (3,341)             473
  Foreign Currencies                                                              4                --                2
                                                                           --------        ----------         --------
 Net Realized Gain (Loss)                                                    (1,309)           (1,284)          (7,539)
 Net Change in Unrealized Appreciation/Depreciation on:
  Investments                                                                 5,270           (29,106)          45,049
  Futures Contracts, Options and Foward Foreign Currency Contracts             (841)           (2,468)          (1,361)
  Foreign Currencies                                                              2                --                1
                                                                           --------        ----------         --------
 Net Change in Unrealized Appreciation/Depreciation                           4,431           (31,574)          43,689
                                                                           --------        ----------         --------
NET GAIN (LOSS) ON INVESTMENTS                                                3,122           (32,858)          36,150
                                                                           --------        ----------         --------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                        $30,840            $3,368          $63,668
                                                                           ========        ==========         ========
</TABLE>
<TABLE>
<CAPTION>

                                                                                        Strong Short-Term   Strong Short-Term
                                                                                            Bond Fund      High Yield Bond Fund
                                                                                        -----------------  --------------------
INCOME:
<S>                                                                                           <C>              <C>
  Interest                                                                                    $45,837          $ 6,654
  Dividends                                                                                     2,192              129
                                                                                              -------          -------
  Total Income                                                                                 48,029            6,783
EXPENSES:
  Investment Advisory Fees                                                                      4,139              503
  Custodian Fees                                                                                   43                4
  Shareholder Servicing Costs                                                                     939               74
  Federal and State Registration Fees                                                               7               47
  Other                                                                                           245               23
                                                                                              -------          -------
  Total Expenses                                                                                5,373              651
                                                                                              -------          -------
NET INVESTMENT INCOME                                                                          42,656            6,132
REALIZED AND UNREALIZED GAIN (LOSS):
  Net Realized Gain (Loss) on:
   Investments                                                                                 (2,840)             420
   Futures Contracts, Options and Forward Foreign Currency Contracts                            2,681              170
   Foreign Currencies                                                                               5               __
                                                                                              -------          -------
  Net Realized Gain (Loss)                                                                       (154)             590
  Net Change in Unrealized Appreciation/Depreciation on:
   Investments                                                                                  2,464            4,063
   Futures Contracts, Options and Forward Foreign Currency Contracts                              400             (362)
   Foreign Currencies                                                                             (35)              --
                                                                                              -------          -------
  Net Change in Unrealized Appreciation/Depreciation                                            2,829            3,701
                                                                                              -------          -------
NET GAIN ON INVESTMENTS                                                                         2,675            4,291
                                                                                              -------          -------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                                          $45,331          $10,423
                                                                                              =======          =======

                                                         See Notes to Financial Statements.

                                                                                                                    27

</TABLE>
<PAGE>
<TABLE>
STATEMENTS OF CHANGES IN NET ASSETS
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                          (In Thousands)

                                                                        Strong Corporate                Strong Government
                                                                            Bond Fund                     Securities Fund
                                                                 ------------------------------    -------------------------------
                                                                Six Months Ended    Year Ended    Six Months Ended    Year Ended
                                                                 April 30, 1999   Oct. 31, 1998    April 30, 1999    Oct. 31, 1998
                                                                ----------------  --------------  -----------------  -------------
                                                                   (Unaudited)                      (Unaudited)
OPERATIONS:
<S>                                                                   <C>           <C>                <C>         <C>
  Net Investment Income                                               $ 27,718      $ 44,943       $   36,226 $     58,933
  Net Realized Gain (Loss)                                              (1,309)       13,301           (1,284)      25,249
  Net Change in Unrealized Appreciation/Depreciation                     4,431       (18,536)         (31,574)       8,357
                                                                      --------      --------       ----------   ----------
  Net Increase in Net Assets Resulting from Operations                  30,840        39,708            3,368       92,539
DISTRIBUTIONS:
  From Net Investment Income                                           (27,931)      (44,943)         (36,226)     (58,933)
  In Excess of Net Investment Income                                        --          (605)              --           --
  From Net Realized Gains                                                   --            --          (27,673)          --
                                                                      --------      --------       ----------   ----------
  Total Distributions                                                  (27,931)      (45,548)         (63,899)     (58,933)
CAPITAL SHARE TRANSACTIONS:
  Proceeds from Shares Sold                                            220,687       594,283          442,647      834,332
  Proceeds from Reinvestment of Distributions                           24,609        38,336           58,165       51,706
  Payment for Shares Redeemed                                         (197,305)     (300,425)        (382,318)    (454,209)
                                                                      --------      --------       ----------   ----------
  Increase in Net Assets from Capital Share Transactions                47,991       332,194          118,494      431,829
                                                                      --------      --------       ----------   ----------
TOTAL INCREASE IN NET ASSETS                                            50,900       326,354           57,963      465,435
NET ASSETS:
  Beginning of Period                                                  818,647       492,293        1,308,902      843,467
                                                                       --------      --------       ----------   ----------
  End of Period                                                        $869,547      $818,647       $1,366,865   $1,308,902
                                                                       ========      ========       ==========   ==========


TRANSACTIONS IN SHARES OF THE FUND:
  Sold                                                                  19,739        52,726             41,224     76,823
  Issued in Reinvestment of Distributions                                2,201         3,400              5,400      4,773
  Redeemed                                                             (17,674)      (26,709)           (35,636)   (41,806)
                                                                       -------       -------            -------    -------
  Net Increase in Shares of the Fund                                     4,266        29,417             10,988     39,790
                                                                         =====        ======             ======     ======
</TABLE>


                                              See Notes to Financial Statements.

28
<PAGE>
<TABLE>


STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                               (In Thousands)
<CAPTION>
                                                                               STRONG HIGH-YIELD            STRONG SHORT-TERM
                                                                                   BOND FUND                    BOND FUND
                                                                      ------------------------------ ------------------------------
                                                                      Six Months Ended   Year Ended  Six Months Ended   Year Ended
                                                                       April 30, 1999  Oct. 31, 1998  April 30, 1999  Oct. 31, 1998
                                                                      ---------------- ------------- ---------------- -------------
                                                                         (Unaudited)                    (Unaudited)
OPERATIONS:
<S>                                                                       <C>             <C>           <C>            <C>
  Net Investment Income                                                   $ 27,518        $ 54,306      $   42,656     $1,390,390
  Net Realized Gain (Loss)                                                  (7,539)          3,082            (154)       (19,898)
  Net Change in Unrealized Appreciation/Depreciation                        43,689         (48,330)          2,829         (9,276)
                                                                          --------        --------      ----------     ----------
  Net Increase in Net Assets Resulting from Operations                      63,668           9,058          45,331         61,216

DISTRIBUTIONS:
  From Net Investment Income                                               (27,639)        (54,306)        (42,967)       (90,390)
  In Excess of Net Investment Income                                            --            (353)             --           (224)
  From Net Realized Gains                                                   (4,243)        (14,785)             --             --
                                                                          --------        --------      ----------     ----------
  Total Distributions                                                      (31,882)        (69,444)        (42,967)       (90,614)

CAPITAL SHARE TRANSACTIONS:
  Proceeds from Shares Sold                                                375,880         675,258         286,395        576,621
  Proceeds from Reinvestment of Distributions                               24,536          56,535          36,725         75,870
  Payment for Shares Redeemed                                             (274,915)       (718,871)       (336,229)      (603,753)
                                                                          --------        --------      ----------     ----------
  Net Increase (Decrease) in Net Assets from Capital Share Transactions    125,501          12,922         (13,109)        48,738
                                                                          --------        --------      ----------     ----------
TOTAL INCREASE (DECREASE) IN NET ASSETS                                    157,287         (47,464)        (10,745)        19,340

NET ASSETS:
  Beginning of Period                                                      462,500         509,964       1,329,135      1,309,795
                                                                          --------        --------      ----------     ----------
  End of Period                                                           $619,787        $462,500      $1,318,390     $1,329,135
                                                                          ========        ========      ==========     ==========
TRANSACTIONS IN SHARES OF THE FUND:
  Sold                                                                      33,871          56,756          29,883         59,071
  Issued in Reinvestment of Distributions                                    2,212           4,758           3,833          7,768
  Redeemed                                                                 (24,619)        (61,112)        (35,085)       (61,901)
                                                                           -------         -------         -------        -------
  Net Increase (Decrease) in Shares of the Fund                             11,464             402          (1,369)         4,938
                                                                           =======         =======         =======        =======
</TABLE>

                                              See Notes to Financial Statements.

                                                                            29
<PAGE>

<TABLE>
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
- ------------------------------------------------------------------------------------------
                                                                   (In Thousands)
<CAPTION>
                                                                STRONG SHORT-TERM HIGH
                                                                   YIELD BOND FUND
                                                           -------------------------------
                                                           Six Months Ended   Year Ended
                                                            April 30, 1999   Oct. 31, 1998
                                                           ----------------  -------------
                                                              (Unaudited)
OPERATIONS:
<S>                                                            <C>             <C>
  Net Investment Income                                        $  6,132        $  6,444
  Net Realized Gain                                                 590             332
  Net Change in Unrealized Appreciation/Depreciation              3,701          (1,991)
                                                               --------        --------
  Net Increase in Net Assets Resulting from Operations           10,423           4,785

DISTRIBUTIONS:
  From Net Investment Income                                     (6,132)         (6,444)
  From Net Realized Gains                                          (632)           (256)
                                                               --------        --------
  Total Distributions                                            (6,764)         (6,700)

CAPITAL SHARE TRANSACTIONS:
  Proceeds from Shares Sold                                     179,406         153,366
  Proceeds from Reinvestment of Distributions                     5,123           5,490
  Payment for Shares Redeemed                                   (73,100)        (95,526)
                                                               --------        --------
  Net Increase in Net Assets from Capital Share Transactions    111,429          63,330
                                                               --------        --------
TOTAL INCREASE IN NET ASSETS                                    115,088          61,415

NET ASSETS:
  Beginning of Period                                           106,234          44,819
                                                               --------        --------
  End of Period                                                $221,322        $106,234
                                                               ========        ========
TRANSACTIONS IN SHARES OF THE FUND:
  Sold                                                           17,262          14,716
  Issued in Reinvestment of Distributions                           494             527
  Redeemed                                                       (7,031)         (9,203)
                                                                 ------          ------
  Net Increase in Shares of the Fund                             10,725           6,040
                                                                 ======          ======
</TABLE>

                                See Notes to Financial Statements.
30
<PAGE>

Notes to Financial Statements
- --------------------------------------------------------------------------------
April 30, 1999 (Unaudited)

1.   Organization

     The  accompanying  financial  statements  represent the Strong Income Funds
     (the  "Funds"),  which  include  the  following  funds,  each  with its own
     investment objectives and policies:

- -    Strong Corporate Bond Fund, Inc. (1) (2)
- -    Strong Government Securities, Inc. (1) (2)
- -    Strong High-Yield Bond Fund (2) (a series of Strong Income Funds, Inc. (1))
- -    Strong Short-Term Bond Fund, Inc. (1) (2)
- -    Strong  Short-Term  High  Yield  Bond Fund (2)
     (a  series of Strong  Income Funds, Inc. (1))

      (1) An open-end management investment company registered under the
          Investment Company Act of 1940.
      (2) Diversified fund


2.   Significant Accounting Policies
     The following is a summary of significant  accounting  policies followed by
     the Funds in the preparation of their financial statements.

     (A)  Security Valuation -- Securities of the Funds are valued at fair value
          through  valuations  obtained by a commercial  pricing  service or the
          mean  of the  bid and  asked  prices  when  no  last  sales  price  is
          available.  Securities  for which  market  quotations  are not readily
          available  are valued at fair value as  determined in good faith under
          consistently  applied procedures  established by and under the general
          supervision of the Board of Directors.  Securities which are purchased
          within 60 days of their stated  maturity are valued at amortized cost,
          which  approximates fair value.  Amortized cost for federal income tax
          and financial reporting purposes is the same.

          The Funds may own certain  investment  securities which are restricted
          as  to  resale.   These   securities   are  valued  after  giving  due
          consideration  to pertinent  factors  including  recent private sales,
          market conditions and the issuer's  financial  performance.  The Funds
          generally bear the costs,  if any,  associated with the disposition of
          restricted  securities.   Aggregate  cost  and  fair  value  of  these
          restricted securities held at April 30, 1999 are as follows:

<TABLE>
<CAPTION>
                                                   Aggregate        Aggregate   Percent of
                                                     Cost          Fair Value   Net Assets   Liquid*
                                                 ------------     ------------  ----------- --------
          <S>                                   <C>              <C>               <C>        <C>
          Strong Corporate Bond Fund             $152,110,539     $148,252,304      17.0%      98.6%
          Strong Government Securities Fund        40,707,983       41,926,143       3.1%      75.8%
          Strong High-Yield Bond Fund             169,028,226      174,605,301      28.2%      95.1%
          Strong Short-Term Bond Fund             357,618,589      350,846,707      26.6%      70.2%
          Strong Short-Term High Yield Bond Fund   19,919,714       19,745,896       8.9%      76.1%
</TABLE>

          *Percentage  of restricted  securities  which are either  Section 4(2)
          commercial  paper or are  eligible  for resale  pursuant  to Rule 144A
          under the Securities  Act of 1933 and also have been  determined to be
          liquid by the Advisor based upon guidelines  established by the Fund's
          Board of Directors.

     (B)  Federal Income and Excise Taxes and  Distributions  to Shareholders --
          The Funds  intend  to comply  with the  requirements  of the  Internal
          Revenue Code  applicable  to  regulated  investment  companies  and to
          distribute   substantially  all  of  their  taxable  income  to  their
          shareholders  in a manner  which  results in no tax cost to the Funds.
          Therefore, no federal income or excise tax provision is required.

          The  character  of  distributions   made  during  the  year  from  net
          investment  income  or net  realized  gains  for  financial  statement
          purposes may differ from the  characterization  for federal income tax
          purposes due to differences  in the  recognition of income and expense
          items for financial  statement and tax  purposes.  Where  appropriate,
          reclassifications  between  net  asset  accounts  are  made  for  such
          differences  that are permanent in nature.  Each fund  generally  pays
          dividends from net investment  income monthly and  distributes any net
          capital  gains that it realizes  annually.  Dividends  are declared on
          each day the net asset value is calculated, except for bank holidays.

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

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

          To the  extent  the fund has  foreign  denominated  assets or  forward
          currency  contracts,  these investments may involve greater risks than
          domestic  transactions,  including  currency,  political and economic,
          regulatory and market risks.

                                                                             31
<PAGE>
Notes to Financial Statements (continued)
- --------------------------------------------------------------------------------
April 30, 1999 (Unaudited)

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

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

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

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

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

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

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

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

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

32
<PAGE>
- --------------------------------------------------------------------------------

     Certain  information  regarding related party  transactions,  excluding the
     effects of waivers and  reimbursements,  for the six months ended April 30,
     1999 is as follows:
<TABLE>

<CAPTION>
                                                 Payable to     Shareholder Servicing   Unaffiliated
                                                Advisor at       and Other Expenses      Directors'
                                              April 30, 1999     Paid to Advisor           Fees
                                              --------------   --------------------     ------------
<S>                                              <C>                <C>                   <C>
        Strong Corporate Bond Fund               $ 66,753           $  870,541            $3,866
        Strong Government Securities Fund         108,236            1,158,962             5,721
        Strong High-Yield Bond Fund                42,490              436,818             3,279
        Strong Short-Term Bond Fund                42,927            1,082,367             6,698
        Strong Short-Term High Yield Bond Fund     89,113               89,488             1,031
</TABLE>

4.   Line of  Credit
     The Funds have established a line of credit agreement  ("LOC") with certain
     financial  institutions  to be used for  temporary or  emergency  purposes,
     primarily for financing redemption payments.  Combined borrowings among all
     participating  Strong  Funds are subject to a $350 million cap on the total
     line of credit. For individual Funds,  borrowings under the LOC are limited
     to either  the  lesser of 15% of the  market  value of total  assets or any
     explicit  borrowing limits in the Fund's  prospectus.  Borrowings under the
     LOC bear interest based on prevailing market rates as defined in the LOC. A
     commitment  fee of .07% per annum is incurred on the unused  portion of the
     line of credit and is allocated to all participating Strong Funds. At April
     30, 1999, there were no borrowings by the Funds outstanding under the LOC.

5.   Investment  Transactions
     The  aggregate  purchases  and sales of  long-term  securities  for the six
     months ended April 30, 1999 were as follows:
<TABLE>


<CAPTION>
                                                                     Purchases                            Sales
                                                        ----------------------------------  ---------------------------------
                                                        U.S. Government                      U.S. Government
                                                          and Agency            Other          and Agency         Other
                                                        ----------------   ---------------  ----------------- --------------
         <S>                                             <C>              <C>                 <C>            <C>
         Strong Corporate Bond Fund                       $653,326,640     $1,273,879,969      $675,259,251   $1,199,222,662
         Strong Government Securities Fund                 806,852,499        312,358,560       836,939,907      278,073,478
         Strong High-Yield Bond Fund                                __        557,174,533                __      438,758,736
         Strong Short-Term Bond Fund                       296,172,848        541,200,847       310,565,913      532,897,267
         Strong Short-Term High Yield Bond Fund                     __        155,936,696                __       57,977,968
</TABLE>

6.   Income Tax Information
     The investment  cost,  gross  unrealized  appreciation  and depreciation on
     investments  and  capital  loss  carryovers  (expiring  in varying  amounts
     through 2006) for federal income tax purposes were as follows:
<TABLE>

<CAPTION>

                                                                         at April 30, 1999                      at October 31, 1998
                                                 ------------------------------------------------------------------ ----------------
                                                                                                           Net
                                                   Federal Tax      Unrealized        Unrealized     Appreciation/  Net Capital Loss
                                                      Cost         Appreciation      Depreciation    (Depreciation)    Carryovers
                                                 --------------   -------------     --------------  ---------------  ---------------
<S>                                              <C>              <C>                <C>              <C>              <C>
         Strong Corporate Bond Fund              $  856,214,818   $ 8,548,543        $13,630,034      ($5,081,491)     $ 7,180,022
         Strong Government Securities Fund        1,368,357,715     7,765,939         17,209,597       (9,443,658)              __
         Strong High-Yield Bond Fund                602,160,982    26,420,929         18,742,386        7,678,543               __
         Strong Short-Term Bond Fund              1,310,655,512    15,519,031         15,676,418         (157,388)      96,417,466
         Strong Short-Term High Yield Bond Fund     219,085,965     2,642,992          1,169,952        1,473,040               __


                                                                                                                   33
</TABLE>
<TABLE>
<PAGE>

FINANCIAL HIGHLIGHTS
- ----------------------------------------------------------------------------------------------------------------------
STRONG CORPORATE BOND FUND
- ----------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                  Period Ended
                                                            ----------------------------------------------------------
                                                            April 30,   Oct. 31,  Oct. 31, Oct. 31,  Oct. 31, Dec. 31,
Selected Per-Share Data(a)                                   1999(b)      1998     1997     1996     1995(c)   1994
- ----------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>         <C>       <C>       <C>       <C>     <C>
Net Asset Value, Beginning of Period                        $11.09      $11.08    $10.64    $10.56    $9.36   $10.24
Income From Investment Operations
   Net Investment Income                                      0.36        0.73      0.74      0.73     0.63     0.73
   Net Realized and Unrealized Gains (Losses) on Investments  0.05        0.02      0.44      0.08     1.22    (0.87)
- ----------------------------------------------------------------------------------------------------------------------
Total from Investment Operations                              0.41        0.75      1.18      0.81     1.85    (0.14)
Less Distributions
   From Net Investment Income                                (0.37)      (0.73)    (0.74)    (0.73)   (0.63)   (0.73)
   In Excess of Net Investment Income                          --        (0.01)      --        --     (0.02)   (0.01)
- ----------------------------------------------------------------------------------------------------------------------
   Total Distributions                                       (0.37)      (0.74)    (0.74)    (0.73)   (0.65)   (0.74)
- ----------------------------------------------------------------------------------------------------------------------
Net Asset Value, End of Period                              $11.13      $11.09    $11.08    $10.64   $10.56   $ 9.36
======================================================================================================================
Ratios and Supplemental Data
- ----------------------------------------------------------------------------------------------------------------------
   Total Return                                              +3.7%       +6.8%    +11.5%     +8.0%   +20.3%    -1.3%
   Net Assets, End of Period (In Millions)                    $870        $819      $492      $298     $218     $123
   Ratio of Expenses to Average Net Assets                    0.9%*       0.9%      1.0%      1.0%     1.0%*    1.1%
   Ratio of Net Investment Income to Average Net Assets       6.5%*       6.5%      6.8%      7.0%     7.5%*    7.6%
   Portfolio Turnover Rate                                  224.2%      366.9%    542.4%    672.8%   621.4%   603.0%

*    Calculated on an annualized basis.

(a)  Information  presented  relates  to a share  of  capital  stock of the Fund outstanding for the entire period.
(b)  For the six months ended April 30, 1999 (unaudited).
(c)  In 1995, the Fund changed its fiscal year end from December to October.
</TABLE>
<TABLE>

STRONG GOVERNMENT SECURITIES FUND
- ----------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                 Period Ended
                                                           ----------------------------------------------------------
                                                           April 30,  Oct. 31,   Oct. 31,  Oct. 31, Oct. 31, Dec. 31,
Selected Per-Share Data(a)                                  1999(b)     1998      1997       1996   1995(c)   1994
- ----------------------------------------------------------------------------------------------------------------------

<S>                                                         <C>         <C>       <C>       <C>      <C>      <C>
Net Asset Value, Beginning of Period                        $11.04      $10.70    $10.44    $10.60   $ 9.63   $10.61
Income From Investment Operations
   Net Investment Income                                      0.29        0.60      0.65      0.63     0.54     0.62
   Net Realized and Unrealized Gains (Losses) on Investments (0.26)       0.34      0.26     (0.16)    0.99    (0.98)
- ----------------------------------------------------------------------------------------------------------------------
   Total from Investment Operations                           0.03        0.94      0.91      0.47     1.53    (0.36)
Less Distributions
   From Net Investment Income                                (0.29)      (0.60)    (0.65)    (0.63)   (0.54)   (0.62)
   In Excess of Net Investment Income                           --          --        --        --    (0.02)      --
   From Net Realized Gains                                   (0.23)         --        --        --       --       --
- ----------------------------------------------------------------------------------------------------------------------
   Total Distributions                                       (0.52)      (0.60)    (0.65)    (0.63)   (0.56)   (0.62)
- ----------------------------------------------------------------------------------------------------------------------
Net Asset Value, End of Period                              $10.55      $11.04    $10.70    $10.44   $10.60   $ 9.63
======================================================================================================================
Ratios and Supplemental Data
- ----------------------------------------------------------------------------------------------------------------------
   Total Return                                              +0.3%       +9.1%     +9.1%     +4.6%   +16.2%    -3.4%
   Net Assets, End of Period (In Millions)                  $1,367      $1,309      $843      $638     $456     $277
   Ratio of Expenses to Average Net Assets                    0.8%*       0.8%      0.8%      0.9%     0.9%*    0.9%
   Ratio of Net Investment Income to Average Net Assets       5.4%*       5.5%      6.2%      6.0%     6.2%*    6.2%
   Portfolio Turnover Rate                                   87.5%      284.1%    474.9%    457.6%   409.2%   479.0%


*    Calculated on an annualized basis.

(a)  Information  presented  relates  to a share  of  capital  stock of the Fund outstanding for the entire period.
(b)  For the six months ended April 30, 1999 (unaudited).
(c)  In 1995, the Fund changed its fiscal year end from December to October.

                                       See Notes to Financial Statements.
34
</TABLE>
<PAGE>
<TABLE>

FINANCIAL HIGHLIGHTS (CONTINUED)
- ----------------------------------------------------------------------------------------------------------------------
STRONG HIGH-YIELD BOND FUND
- ----------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                           Period Ended
                                                           ------------------------------------------
                                                           April 30,   Oct. 31,   Oct. 31,  Oct. 31,
Selected Per-Share Data(a)                                  1999(b)      1998      1997      1996(c)
- ----------------------------------------------------------------------------------------------------
<S>                                                         <C>         <C>       <C>       <C>
Net Asset Value, Beginning of Period                        $10.73      $11.94    $11.26    $10.00
Income From Investment Operations
   Net Investment Income                                      0.53        1.05      1.05      0.84
   Net Realized and Unrealized Gains (Losses) on Investments  0.72       (0.89)     0.81      1.26
- ----------------------------------------------------------------------------------------------------
   Total from Investment Operations                           1.25        0.16      1.86      2.10
Less Distributions
   From Net Investment Income                                (0.53)      (1.04)    (1.05)    (0.84)
   In Excess of Net Investment Income                           --       (0.01)       --        --
   From Net Realized Gains                                   (0.09)      (0.32)    (0.13)       --
- ----------------------------------------------------------------------------------------------------
   Total Distributions                                       (0.62)      (1.37)    (1.18)    (0.84)
- ----------------------------------------------------------------------------------------------------
Net Asset Value, End of Period                              $11.36      $10.73    $11.94    $11.26
====================================================================================================
Ratios and Supplemental Data
- ----------------------------------------------------------------------------------------------------
   Total Return                                             +11.9%       +0.9%    +17.3%    +21.7%
   Net Assets, End of Period (In Millions)                  $  620      $  462    $  510      $217
   Ratio of Expenses to Average Net Assets without
     Waivers or Absorptions                                   0.8%*       0.8%      0.8%      1.0%*
   Ratio of Expenses to Average Net Assets                    0.8%*       0.8%      0.6%      0.0%*
   Ratio of Net Investment Income to Average Net Assets       9.5%*       8.8%      8.9%      9.6%*
   Portfolio Turnover Rate                                   78.8%      224.4%    409.3%    390.8%

  * Calculated on an annualized  basis.
(a) Information  presented relates to a share of  capital  stock of the Fund  outstanding  for the entire period.
(b) For the six months ended April 30, 1999 (unaudited).
(c) For the period from December 28, 1996 (Inception) to October 31, 1996.
</TABLE>
<TABLE>

STRONG SHORT-TERM BOND FUND
- ----------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                        Period Ended
                                                           ----------------------------------------------------------
                                                            April 30,   Oct. 31,  Oct. 31, Oct. 31, Oct. 31, Dec. 31,
Selected Per-Share Data(a)                                   1999(b)     1998      1997     1996     1995(c)  1994
- ----------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>         <C>       <C>       <C>      <C>    <C>
Net Asset Value, Beginning of Period                         $9.57       $9.78     $9.75     $9.77    $9.42  $10.23
Income From Investment Operations
   Net Investment Income                                      0.31        0.66      0.69      0.69     0.56     0.64
   Net Realized and Unrealized Gains (Losses) on Investments  0.02       (0.21)     0.03     (0.02)    0.35    (0.80)
- ----------------------------------------------------------------------------------------------------------------------
   Total from Investment Operations                           0.33        0.45      0.72      0.67     0.91    (0.16)
Less Distributions
   From Net Investment Income                                (0.31)      (0.66)    (0.69)    (0.69)   (0.56)   (0.65)
   In Excess of Net Investment Income                           --        0.00(c)     --        --       --       --
- ----------------------------------------------------------------------------------------------------------------------
   Total Distributions                                       (0.31)      (0.66)    (0.69)    (0.69)   (0.56)   (0.65)
- ----------------------------------------------------------------------------------------------------------------------
Net Asset Value, End of Period                               $9.59       $9.57     $9.78     $9.75    $9.77   $ 9.42
======================================================================================================================
Ratios and Supplemental Data
- ----------------------------------------------------------------------------------------------------------------------
   Total Return                                              +3.5%       +4.7%     +7.6%     +7.1%    +9.9%    -1.6%
   Net Assets, End of Period (In Millions)                  $1,318      $1,329    $1,310    $1,148   $1,083   $1,041
   Ratio of Expenses to Average Net Assets                    0.8%*       0.8%      0.9%      0.9%     0.9%*    0.9%
   Ratio of Net Investment Income to Average Net Assets       6.5%*       6.7%      7.0%      7.1%     7.0%*    6.5%
   Portfolio Turnover Rate                                   64.6%      138.3%    193.8%    191.5%   317.1%   249.7%


*    Calculated on an annualized basis.
(a)  Information  presented  relates  to a share  of  capital  stock of the Fund outstanding for the entire period.
(b)  For the six months ended April 30, 1999 (unaudited).
(c)  Amount calculated is less than $0.01.

                                                                                                                  35
                                                        See Notes to Financial Statements.

</TABLE>
<PAGE>
<TABLE>

FINANCIAL HIGHLIGHTS (CONTINUED)
- -----------------------------------------------------------------------------------------
STRONG SHORT-TERM HIGH YIELD BOND FUND
- -----------------------------------------------------------------------------------------
                                                                      Period Ended
                                                           ------------------------------
                                                           April 30,   Oct. 31,  Oct. 31,
Selected Per-Share Data(a)                                  1999(b)      1998     1997(c)
- -----------------------------------------------------------------------------------------
<S>                                                         <C>         <C>       <C>
Net Asset Value, Beginning of Period                        $10.20      $10.24    $10.00
Income From Investment Operations
   Net Investment Income                                      0.39        0.77      0.25
   Net Realized and Unrealized Gains (Losses) on Investments  0.32        0.01      0.24
- ----------------------------------------------------------------------------------------
   Total from Investment Operations                           0.71        0.78      0.49
Less Distributions
   From Net Investment Income                                (0.39)      (0.77)    (0.25)
   From Net Realized Gains                                   (0.05)      (0.05)       --
- ----------------------------------------------------------------------------------------
   Total Distributions                                       (0.44)      (0.82)    (0.25)
- ----------------------------------------------------------------------------------------
Net Asset Value, End of Period                              $10.47      $10.20    $10.24
=========================================================================================
Ratios and Supplemental Data
- ----------------------------------------------------------------------------------------
   Total Return                                              +7.1%       +7.7%     +4.9%
   Net Assets, End of Period (In Millions)                    $221        $106      $45
   Ratio of Expenses to Average Net Assets                    0.8%*       0.9%      1.0%*
   Ratio of Net Investment Income to Average Net Assets       7.6%*       7.4%      7.7%*
   Portfolio Turnover Rate                                   37.8%      190.1%     96.2%

*    Calculated on an annualized basis.
(a)  Information  presented  relates  to a share  of  capital  stock of the Fund outstanding for the entire period.
(b)  For the six months ended April 30, 1999 (unaudited).
(c)  For the period from June 30, 1997 (Inception) to October 31, 1997.

                                                      See Notes to Financial Statements.


36
</TABLE>
<PAGE>

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

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

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

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

                                    CUSTODIAN
                          Firstar Bank Milwaukee, N.A.
                    P.O. Box 701, Milwaukee, Wisconsin 53201

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

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

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

<PAGE>

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


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

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

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



                    [PICTURE OF STRONG WEB SITE ON COMPUTER]
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                              www.strong-funds.com




                                  [STRONG LOGO]

                                  STRONG FUNDS
                   P.O. Box 2936 o Milwaukee, Wisconsin 53201
                    Strong Funds Distributors, Inc. 11910F99                SINC
<
<PAGE>


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