STRONG SHORT TERM MUNICIPAL BOND FUND INC, 485APOS, 2000-01-03

STRONG SHORT TERM MUNICIPAL BOND FUND INC
485APOS, 2000-01-03

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As filed with the Securities and Exchange Commission on or about January 3,
2000

Securities Act Registration No. 33-42773
Investment Company Act Registration No. 811-6409

SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 13 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 14 [X]
(Check appropriate box or boxes)

STRONG SHORT-TERM MUNICIPAL BOND FUND, INC.
(Exact Name of Registrant as Specified in Charter)

100 Heritage Reserve
Menomonee Falls, Wisconsin 53051
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code: (414) 359-3400
Stephen J. Shenkenberg
Strong Capital Management, Inc.
100 Heritage Reserve
Menomonee Falls, Wisconsin 53051
(Name and Address of Agent for Service)

It is proposed that this filing will become effective (check appropriate
box).

[ ] immediately upon filing pursuant to paragraph (b) of Rule 485
[ ] on (date) pursuant to paragraph (b) of Rule 485
[X] 60 days after filing pursuant to paragraph (a)(1) of Rule 485
[ ] on (date) pursuant to paragraph (a)(1) of Rule 485
[ ] 75 days after filing pursuant to paragraph (a)(2) of Rule 485
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

[ ] this post-effective amendment designates a new effective
date for a previously filed post-effective amendment.

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PROSPECTUS

THE STRONG MUNICIPAL
INCOME FUNDS INVESTOR CLASS

FEBRUARY 29, 2000

The Strong High-Yield Municipal Bond Fund

The Strong Municipal Bond Fund

The Strong Short-Term High Yield Municipal Fund

The Strong Short-Term Municipal Bond Fund

THE SECURITIES AND EXCHANGE COMMISSION (SEC) HAS NOT APPROVED OR DISAPPROVED OF
THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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TABLE OF CONTENTS
Your Investment.................................................................
Key Information.................................................................
What are the funds' goals?......................................................
What are the funds' principal investment strategies?............................
What are the main risks of investing in the funds?..............................
What are the funds' fees and expenses?..........................................
Who are the funds' investment advisor and portfolio managers?...................
Other Important Information You Should Know.....................................
Comparing the Funds.............................................................
A Word About Credit Quality.....................................................
Taxable Investments.............................................................
If You Are Subject to Alternative Minimum Tax...................................
Financial Highlights............................................................
Your Account....................................................................
Share Price.....................................................................
Buying Shares...................................................................
Selling Shares..................................................................
Additional Policies.............................................................
Distributions...................................................................
Taxes...........................................................................
Services For Investors..........................................................
Reserved Rights.................................................................
For More Information..................................................Back Cover

N THIS PROSPECTUS, "WE" REFERS TO STRONG CAPITAL MANAGEMENT, INC., THE
INVESTMENT ADVISOR, ADMINISTRATOR, AND TRANSFER AGENT FOR THE STRONG FUNDS.

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YOUR INVESTMENT

KEY INFORMATION

WHAT ARE THE FUNDS' GOALS?

The STRONG HIGH-YIELD MUNICIPAL BOND FUND seeks total return by investing for a
high level of federally tax-exempt current income.

The STRONG MUNICIPAL BOND FUND and the STRONG SHORT-TERM HIGH YIELD MUNICIPAL
FUND seek total return by investing for a high level of federally tax-exempt
current income with a moderate degree of share-price fluctuation.

The STRONG SHORT-TERM MUNICIPAL BOND FUND seeks total return by investing for a
high level of federally tax-exempt current income with a low degree of
share-price fluctuation.

WHAT ARE THE FUNDS' PRINCIPAL INVESTMENT STRATEGIES?

The HIGH-YIELD MUNICIPAL BOND FUND invests primarily in long-term, medium- and
lower-quality municipal bonds. The fund's manager emphasizes bonds whose credit
quality may be improving, and issuers that complement current investment
themes, such as the "aging of America." The manager also takes the overall
interest rate environment into consideration. The fund typically maintains an
average maturity between 15 and 25 years.

The MUNICIPAL BOND FUND invests primarily in long-term, higher- and
medium-quality municipal bonds. The fund's manager conducts intensive research
on individual issuers to uncover solid investment opportunities, especially
looking for bonds whose quality may be improving. The fund typically maintains
an average maturity between 10 and 20 years.

The SHORT-TERM HIGH YIELD MUNICIPAL FUND follows a similar investment style to
the HIGH-YIELD MUNICIPAL BOND FUND, but invests primarily in short- and
intermediate-term, medium- and lower-quality municipal bonds. To help manage
risk, the fund maintains an average maturity between one and three years.

The SHORT-TERM MUNICIPAL BOND FUND invests primarily in short- and
intermediate-term, higher- and medium-quality municipal bonds, following the
investment style of the MUNICIPAL BOND FUND. The fund maintains an average
maturity of three years or less.

Although each of the funds invests primarily for income, they also employ
techniques designed to realize capital appreciation. For example, the managers
may select bonds with maturities and coupon rates that position them for
potential capital appreciation for a variety of reasons including a manager's
view on the direction of future interest-rate movements and the potential for a
credit upgrade.

The manager may sell a holding if its fundamental qualities deteriorate, or to
take advantage of more attractive yield opportunities. Also, the manager may
invest any amount in cash or cash-type securities (high-quality, short-term
debt securities issued by corporations, financial institutions, or the U.S.
government) as a temporary defensive position to avoid losses during adverse
market conditions. This could reduce the benefit to the funds if the market
goes up. In this case, the funds may not achieve their investment goal.

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((Side Box))
Under normal market conditions, the funds will invest at least 80% of assets in
municipal bonds. MUNICIPAL BONDS are debt obligations issued by or for U.S.
states, territories, and possessions and the District of Columbia and their
political subdivisions, agencies, and instrumentalities. Municipal bonds can
be issued to obtain money for public purposes or for privately operated
facilities or projects. Some municipal bonds pay interest which is exempt from
federal income tax. Examples of municipal bonds are general obligation bonds,
revenue bonds, industrial development bonds, notes, and municipal lease
obligations.

WHAT ARE THE MAIN RISKS OF INVESTING IN THE FUNDS?

BOND RISKS: The funds' major risks are those of investing in the bond market. A
bond's market value is affected significantly by changes in interest
rates-generally, when interest rates rise, the bond's market value declines and
when interest rates decline, its market value rises (interest-rate risk).
Generally, the longer a bond's maturity, the greater the risk and the higher
its yield. Conversely, the shorter a bond's maturity, the lower the risk and
the lower its yield (maturity risk). A bond's value can also be affected by
changes in the bond's credit-quality rating or its issuer's financial condition
(credit-quality risk). Because bond values fluctuate, the fund's share price
fluctuates. So, when you sell your investment, you may receive more or less
money than you originally invested.

HIGH-YIELD BONDS: The HIGH-YIELD MUNICIPAL BOND FUND and SHORT-TERM HIGH YIELD
MUNICIPAL FUND principally invest in medium- and lower-quality bonds, including
high-yield bonds (commonly referred to as junk bonds). Lower-quality bonds
involve greater interest-rate and credit-quality risks than higher- and
medium-quality bonds. High-yield bonds possess an increased possibility that
the bond's issuer may not be able to make its payments of interest and
principal. If that happens, the fund's share price would decrease and its
income distributions would be reduced. An economic downturn or period of
rising interest rates could adversely affect the high-yield bond market and
reduce the fund's ability to sell its high-yield bonds (liquidity risk). A
lack of a liquid market for these bonds could decrease the fund's share price.

The funds are appropriate for investors who are comfortable with the risks
described here. Also, the HIGH-YIELD MUNICIPAL BOND FUND and the MUNICIPAL
BOND FUND are appropriate for investors whose financial goals are four to seven
years in the future. The SHORT-TERM HIGH YIELD MUNICIPAL FUND and the
SHORT-TERM MUNICIPAL BOND FUND are appropriate for investors whose financial
goals are two to four years in the future. The funds are not appropriate for
investors concerned primarily with principal stability.

FUND STRUCTURE

Each of the funds has adopted a multiple class plan and offers Investor Class
shares and Advisor Class shares. Only the Investor Class shares of each fund
are offered in this prospectus. The principal difference between each of the
classes of shares is that the Advisor Class shares are subject to a front-end
sales load and distribution fees and expenses under a 12b-1 plan and, each
class of shares is subject to different administrative and transfer agency fees
and expenses.

FUND PERFORMANCE

The return information on the next page illustrates how the performance of the
funds' Investor Class shares can vary, which is one indication of the risks of
investing in the funds. Please keep in mind that the past performance of a
fund's Investor Class shares does not represent how it will perform in the
future. The information assumes that you reinvested all dividends and
distributions.

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CALENDAR YEAR TOTAL RETURNS

Short-Term Short-Term High-Yield
Municipal High Yield Municipal Municipal
Year Bond Municipal Bond Bond
- ---- --------- ---------- ---------- ----------

1990 4.6% - - -
- ---- --------- ---------- ---------- ----------
1991 13.4% - - -
- ---- --------- ---------- ---------- ----------
1992 12.2% - 7.2% -
- ---- --------- ---------- ---------- ----------
1993 11.8% - 6.8% -
- ---- --------- ---------- ---------- ----------
1994 -4.6% - -1.6% -1.0%
- ---- --------- ---------- ---------- ----------
1995 11.4% - 5.4% 14.6%
- ---- --------- ---------- ---------- ----------
1996 2.4% - 4.9% 5.1%
- ---- --------- ---------- ---------- ----------
1997 12.1% - 6.9% 13.9%
- ---- --------- ---------- ---------- ----------
1998 6.7% 6.1% 5.6% 5.3%
- ---- --------- ---------- ---------- ----------
1999 _____ _____ _____ _____
- ---- --------- ---------- ---------- ----------
</TABLE>

BEST AND WORST QUARTERLY PERFORMANCE

(DURING THE PERIODS SHOWN ABOVE)

<TABLE>
<CAPTION>
<S> <C> <C>
FUND NAME BEST QUARTER RETURN WORST QUARTER RETURN
- ------------------------------- ------------------- ---------------------

High-Yield Municipal Bond _____ (__ Q 199_) _____ (__ Q 199_)

Municipal Bond _____ (__ Q 199_) _____ (__ Q 199_)

Short-Term High Yield Municipal _____ (__ Q 199_) _____ (__ Q 199_)

Short-Term Municipal Bond _____ (__ Q 199_) _____ (__ Q 199_)
</TABLE>

AVERAGE ANNUAL TOTAL RETURNS

AS OF 12-31-99
FUND/INDEX 1-YEAR 5-YEAR 10-YEAR SINCE INCEPTION
HIGH-YIELD MUNICIPAL BOND ____% ____% - ____% (10-1-93)
High-Yield Municipal
Bond Index ____% ____% - ____%
MUNICIPAL BOND ____% ____% ____% ____% (10-23-86)
Lehman Bros. Municipal
Bond Index ____% ____% ____% ____%
SHORT-TERM HIGH YIELD MUNICIPAL ____% - - ____% (11-30-97)
Lehman Bros. 1-3 Year ____%
Non-Investment Grade Municipal
Bond Index ____% - - ____%
SHORT-TERM MUNICIPAL BOND ____% ____% - ____% (12-31-91)
Lehman Bros. Municipal
3 Year Bond Index ____% ____% - ____%

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BROTHERS MUNICIPAL BOND INDEX IS AN UNMANAGED INDEX GENERALLY REPRESENTATIVE OF
INVESTMENT-GRADE, TAX-EXEMPT BONDS. THE LEHMAN BROTHERS 1-3 YEAR
NON-INVESTMENT GRADE MUNICIPAL BOND INDEX IS AN UNMANAGED INDEX GENERALLY
REPRESENTATIVE OF MUNICIPAL BONDS RATED BELOW BAA WITH MATURITIES OF ONE TO
THREE YEARS. THE LEHMAN BROTHERS MUNICIPAL 3 YEAR BOND INDEX IS AN UNMANAGED
INDEX GENERALLY REPRESENTATIVE OF THREE-YEAR, TAX-EXEMPT BONDS.

As of January 31, 2000, the 30-day yields for the funds were as follows:
HIGH-YIELD MUNICIPAL BOND, ____%; MUNICIPAL BOND, ____%; SHORT-TERM HIGH YIELD
MUNICIPAL, ____%; and SHORT-TERM MUNICIPAL BOND, ____%. For investors in the
36% tax bracket, these translate into taxable equivalent yields of ____%,
____%, ____%, and ___%, respectively. Without fee waivers, the SHORT-TERM HIGH
YIELD MUNICIPAL'S yield would have been ____% and its taxable equivalent yield
would have been ____%. For current yield information on these funds, call
800-368-3863.

WHAT ARE THE FUNDS' FEES AND EXPENSES?

This section describes the fees and expenses that you may pay if you buy and
hold shares of the funds.

SHAREHOLDER FEES
(fees paid directly from your investment)

The Investor Class shares of each fund are 100% no-load, so you pay no sales
charges (loads) to buy or sell shares.

ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from fund assets)
The costs of operating each fund are deducted from fund assets, which means you
pay them indirectly. These costs are deducted before computing the daily share
price or making distributions. As a result, they don't appear on your account
statement, but instead reduce the total return you receive from your fund
investment.

ANNUAL FUND OPERATING EXPENSES (AS A PERCENT OF AVERAGE NET ASSETS)

TOTAL ANNUAL FUND
FUND MANAGEMENT FEES OTHER EXPENSES OPERATING EXPENSES*

High-Yield Municipal Bond 0.35% ____% ____%

Municipal Bond 0.35% ____% ____%

Short-Term High Yield Municipal 0.35% ____% ____%

Short-Term Municipal Bond 0.25% ____% ____%
</TABLE>

*TOTAL OPERATING EXPENSES DO NOT REFLECT OUR WAIVER OF MANAGEMENT FEES AND/OR
ABSORPTIONS. WITH WAIVERS AND/OR ABSORPTIONS, THE TOTAL ANNUAL OPERATING
EXPENSES OF THE SHORT-TERM HIGH YIELD MUNICIPAL FUND WERE ____%. WE CAN
TERMINATE WAIVERS AND ABSORPTIONS FOR THIS FUND AT ANY TIME.

EXAMPLE: This example is intended to help you compare the cost of investing in
the funds with the cost of investing in other mutual funds. The example assumes
that you invest $10,000 in the fund and reinvest all dividends and
distributions for the time periods indicated, and then redeem all of your
shares at the end of those periods. The example also assumes that your
investment has a 5% return each year and that the funds' operating expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions, your costs would be:

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS

High-Yield Municipal Bond $___ $___ $___ $___

Municipal Bond $___ $___ $___ $___

Short-Term High Yield Municipal $___ $___ $___ $___

Short-Term Municipal Bond $___ $___ $___ $___
</TABLE>

WHO ARE THE FUNDS' INVESTMENT ADVISOR AND PORTFOLIO MANAGERS?

Strong Capital Management, Inc. (Strong) is the investment advisor for the
funds. Strong provides investment management services for mutual funds and
other investment portfolios representing assets of over $35 billion. Strong
began conducting business in 1974. Since then, its principal business has been
providing investment advice for individuals and institutional accounts, such as
pension and profit-sharing plans, as well as mutual funds, several of which are
available through variable

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insurance products. Strong's address is P.O. Box 2936, Milwaukee, WI 53201.

The following individuals are the funds' portfolio managers.

MARY-KAY H. BOURBULAS manages the HIGH-YIELD MUNICIPAL BOND FUND and the
SHORT-TERM HIGH YIELD MUNICIPAL FUND and has over 10 years of investment
experience. She joined Strong as a portfolio manager in October 1991. Ms.
Bourbulas co-managed the HIGH-YIELD MUNICIPAL BOND FUND from its inception in
1993 until December 1995, when she assumed sole management responsibility for
the fund. She has managed the SHORT-TERM HIGH YIELD MUNICIPAL FUND since its
inception in November 1997. Prior to joining Strong, Ms. Bourbulas was employed
by Stein Roe & Farnham, where she co-managed two tax-exempt funds. Ms.
Bourbulas received her bachelors degree in Economics from Northwestern
University in 1989.

STEVEN D. HARROP manages the MUNICIPAL BOND FUND and the SHORT-TERM MUNICIPAL
BOND FUND. He has more than 25 years of investment experience and is a
Chartered Financial Analyst. He joined Strong as a portfolio manager in March
1991. He has managed the SHORT-TERM MUNICIPAL BOND FUND since December 1995 and
the MUNICIPAL BOND FUND since September 1996. Prior to joining Strong, Mr.
Harrop was employed by USAA Investment Management Company, where he co-managed
a balanced fund and managed five tax-exempt funds. Mr. Harrop received his
bachelors degree in Business from Brigham Young University in 1972 and his
masters degree in Business from Northwestern University in 1973.

OTHER IMPORTANT INFORMATION YOU SHOULD KNOW

COMPARING THE FUNDS

The following will help you distinguish the funds and determine their
suitability for your investment needs:

AVERAGE INCOME
FUND MATURITY CREDIT QUALITY POTENTIAL VOLATILITY
High-Yield 15 to 25 At least 65% rated High Moderate
Municipal Bond years* medium or lower to High

Municipal Bond 10 to 20 At least 85% rated Moderate Moderate
years* higher or medium to High
Up to 15% rated lower

Short-Term High 1 to 3 At least 80% rated High Moderate
Yield Municipal years medium or lower

Short-Term 3 years At least 85% rated Low to Low
Municipal Bond or less higher or medium Moderate
Up to 15% rated lower

* EXPECTED RANGE

The HIGH-YIELD MUNICIPAL BOND FUND and the SHORT-TERM HIGH YIELD MUNICIPAL FUND
may invest in bonds that are in default, but the funds are not expected to
invest more than 10% of net assets in those bonds.

A WORD ABOUT CREDIT QUALITY

CREDIT QUALITY measures the issuer's expected ability to pay interest and
principal payments on time. Credit quality can be "higher-quality",
"medium-quality", "lower-quality", or "in default".

HIGHER-QUALITY means bonds that are in any of the three highest rating
categories. For example, bonds rated at least A by Standard & Poor's Rating
Group (S&P)*.

MEDIUM-QUALITY means bonds that are in the fourth-highest rating category. For
example, bonds rated BBB by S&P*.

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LOWER-QUALITY means bonds that are below the fourth-highest rating category.
They are also known as non-investment, high-risk, high-yield, or "junk bonds".
For example, bonds rated BB to C by S&P*.

IN DEFAULT means the bond's issuer has not paid principal or interest on time.

*OR THOSE RATED IN THIS CATEGORY BY ANY NATIONALLY RECOGNIZED STATISTICAL
RATING ORGANIZATION. S&P IS ONLY ONE EXAMPLE OF A NATIONALLY RECOGNIZED
STATISTICAL RATING ORGANIZATION.

This chart shows S&P's definition and ratings group for credit quality. Other
rating organizations use similar definitions.

<TABLE>
<CAPTION>
<S> <C> <C> <C>
CREDIT S&P'S DEFINITION S&P'S RATINGS GROUP RATING CATEGORY
QUALITY
- ---------- ------------------- ------------------- ---------------
Highest quality AAA First highest
Higher High quality AA Second highest
Upper medium grade A Third highest
- ---------- ------------------- ------------------- ---------------
Medium Medium grade BBB Fourth highest
- ---------- ------------------- ------------------- ---------------
Low grade BB
Lower Speculative B
Submarginal CCC, CC, C
- ---------- ------------------- -------------------
In default Probably in default D
- ---------- ------------------- -------------------
</TABLE>

We determine a bond's credit quality rating at the time of investment by
conducting credit research and analysis and by relying on credit ratings of
several nationally recognized statistical rating organizations. These
organizations are called NRSROs. When we determine if a bond is in a specific
category, we may use the highest rating assigned to it by any NRSRO. If a bond
is not rated, we rely on our credit research and analysis to rate the bond. If
a bond's credit quality rating is downgraded after our investment, we monitor
the situation to decide if we need to take any action such as selling the bond.

Typically, municipal bonds are not rated. This means that investments in
municipal bonds may require more credit analysis by us than investments in
taxable bonds. Also, investments in lower-quality bonds will be more dependent
on our credit analysis than would be higher-quality bonds because, while
lower-quality bonds generally offer higher yields than higher-quality bonds
with similar maturities, lower-quality bonds involve greater risks. This
includes the possibility of default or bankruptcy because the issuer's capacity
to pay interest and repay principal is considered predominantly speculative.
Also, lower-quality bonds are less liquid, meaning that they may be harder to
sell than bonds of higher quality because the demand for them may be lower and
there are fewer potential buyers. This lack of liquidity may lower the value of
the fund and your investment.

TAXABLE INVESTMENTS

A fund may invest up to 20% of its net assets in U.S. government and corporate
bonds, and other debt securities that are of the same quality as the fund's
investments in municipal bonds. A fund will generally invest in these bonds to
take advantage of capital gain opportunities. These bonds produce taxable
income, unlike municipal bonds which generally provide tax-exempt income.

IF YOU ARE SUBJECT TO THE ALTERNATIVE MINIMUM TAX

The funds may invest, without limitation, in municipal obligations whose
interest is a tax-preference item for purposes of the federal alternative
minimum tax (AMT). If you are subject to the AMT, a substantial portion of
your fund's distributions to you may not be exempt from federal income tax. If
this is the case, a fund's net return to you may be lower.

FINANCIAL HIGHLIGHTS

This information describes investment performance of the Investor Class shares
of the funds for the periods shown. Certain information reflects financial
results for a single Investor Class share. "Total return" shows how much an
investment in the Investor Class shares of the fund would have increased (or
decreased) during each period, assuming you had reinvested all dividends and
distributions. These figures have been audited by PricewaterhouseCoopers LLP,
whose report, along with the fund's financial statements, is included in the
fund's annual report.

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<<Financial Highlights>>

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YOUR ACCOUNT

SHARE PRICE

Your transaction price for buying, selling, or exchanging shares of the funds
or specific classes of the funds is the net asset value per share (NAV) for
that fund or class of shares. NAV is generally calculated as of the close of
trading on the New York Stock Exchange (usually 3:00 p.m. Central Time) every
day the NYSE is open. If the NYSE closes at any other time, or if an emergency
exists, NAV may be calculated at a different time. Your share price will be
the next NAV calculated after we accept your order.

NAV is based on the market value of the securities in a fund's portfolio. If
market prices are not available, NAV is based on a security's fair value as
determined in good faith by us under the supervision of the Board of Directors
of the Strong Funds.

((Side Box))

We determine a fund's share price or NAV of a fund or
class by dividing net assets attributable to the fund or
class (the value of its investments, cash, and other assets
attributable to the fund or class minus the liabilities
attributable to the fund or class) by the number of fund
or class shares outstanding.
- -----------------------------------------------------------
</TABLE>

BUYING SHARES

INVESTMENT MINIMUMS: When buying shares, you must meet the following investment
minimum requirements.

<TABLE>
<CAPTION>
<S> <C> <C>
INITIAL INVESTMENT MINIMUM ADDITIONAL INVESTMENT MINIMUM
- ---------------- -------------------------- -----------------------------
Regular accounts $2,500 $50
</TABLE>

PLEASE REMEMBER ...
- - If you use an Automatic Investment Plan, we waive the initial investment
minimum to open an account and the additional investment minimum is $50.

Each fund has adopted a multiple class plan which currently permits it to
offer Investor Class shares and Advisor Class shares. Each class is offered
at its net asset value and is subject to fees and expenses which may differ
between classes. The principal difference between each of the classes of
shares is that the Advisor Class shares are subject to a front-end sales load
and distribution fees and expenses under a 12b-1 plan and, each class of
shares is subject to different administrative and transfer agency fees and
expenses.

BUYING INSTRUCTIONS
You can buy shares in several ways.

MAIL
You can open or add to an account by mail with a check or money order made
payable to Strong. Send it to the address listed on the back of this
prospectus, along with your account application (for a new account) or an
Additional Investment Form (for an existing account).

EXCHANGE OPTION
Sign up for the exchange option when you open your account. To add this
option to an existing account, visit the Investor Services area at
WWW.ESTRONG.COM or call 800-368-3863 for a Shareholder Account Options Form.

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((Side Box))
QUESTIONS?
Call 800-368-3863
24 hours a day
7 days a week

EXPRESS PURCHASESM
You can make additional investments to your existing account directly from
your bank account. If you didn't establish this option when you opened your
account, visit the Investor Services area at WWW.ESTRONG.COM or call us at
800-368-3863 for a Shareholder Account Options Form.

STRONG DIRECT(R)
You can use Strong Direct(R) to add to your investment from your bank account
or to exchange shares between Strong Funds by calling 800-368-7550. See
"Services for Investors" for more information.

STRONG NETDIRECT(R)
You can use Strong netDirect(R) at WWW.ESTRONG.COM, to add to your investment
from your bank account or to exchange shares between Strong Funds. See
"Services for Investors" for more information.

INVESTOR CENTER
You can visit our Investor Center in Menomonee Falls, Wisconsin, near
Milwaukee. Call 800-368-3863 for hours and directions. The Investor Center
only accepts checks or money orders payable to Strong. It does not accept
cash, third-party checks (checks payable to you written by another party),
credit card convenience checks, or checks drawn on banks outside the U.S.

WIRE
Call 800-368-3863 for instructions before wiring funds either to open or add
to an account. This helps to ensure that your account will be credited
promptly and correctly.

AUTOMATIC INVESTMENT SERVICES
See "Services for Investors" for detailed information on all of our automatic
investment services. You can sign up for these plans when you open your
account or call 800-368-3863 for instructions on how to add them.

BROKER-DEALER
You may purchase shares through a broker-dealer or other intermediary who may
charge you a fee.

PLEASE REMEMBER . . .
- - Make checks or money orders payable to Strong.

- - We do not accept cash, third-party checks (checks payable to you written by
another party), credit card convenience checks, or checks drawn on banks
outside the U.S.

- - You will be charged $20 for every check, money order, wire, or Electronic
Funds Transfer returned unpaid.

SELLING SHARES

You can access the money in your account by selling (also called redeeming)
some or all of your shares by one of the methods below. After your redemption
request is accepted, we normally send you the proceeds on the next business
day.

SELLING INSTRUCTIONS
You can sell shares in several ways.

MAIL
Write a letter of instruction. It should specify your account number, the
dollar amount or number of shares you wish to redeem,

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the names and signatures of the owners (or other authorized persons), and your
mailing address. Then, mail it to the address listed on the back of this
prospectus.

REDEMPTION OPTION

Sign up for the redemption option when you open your account, or add it later
by visiting the Investor Services area at WWW.ESTRONG.COM, or by calling
800-368-3863 to request a Shareholder Account Options Form. With this option,
you may sell shares by phone or via the Internet and receive the proceeds in
one of three ways:

(1) We can mail a check to your account's address. Checks will not be
forwarded by the Postal Service, so please notify us if your address has
changed.

(2) We can transmit the proceeds by Electronic Funds Transfer to a properly
pre-authorized bank account. The proceeds usually will arrive at your
bank two banking days after we process your redemption.

(3) For a $10 fee, we can transmit the proceeds by wire to a properly
pre-authorized bank account. The proceeds usually will arrive at your bank
the first banking day after we process your redemption.

STRONG DIRECT(R)
You can redeem shares through Strong Direct(R) at 800-368-7550. See "Services
for Investors" for more information.

STRONG NETDIRECT(R)
You can use Strong netDirect(R) at WWW.ESTRONG.COM, to redeem shares. See
"Services for Investors" for more information.

INVESTOR CENTER
You can visit our Investor Center in Menomonee Falls, Wisconsin, near
Milwaukee. Call 800-368-3863 for hours and directions.

AUTOMATIC INVESTMENT SERVICES
You can set up automatic withdrawals from your account at regular intervals.
See "Services for Investors" for information on all of our automatic investment
services.

BROKER-DEALER
You may sell shares through a broker-dealer or other intermediary who may
charge you a fee.

CHECKWRITING
Sign up for free checkwriting when you open your account or call 800-368-3863
to add it later to an existing account. Check redemptions must be for a
minimum of $500. You cannot write a check to close out an account.

PLEASE REMEMBER ...
- - If you recently purchased shares, a redemption request on those shares
generally will not be honored until 10 days after we receive the purchase
check or electronic transaction.

- - You will be charged a $10 service fee for a stop-payment on a check written
on your Strong Funds account.

- - Some transactions and requests require a signature guarantee.

- - If you are selling shares you hold in certificate form, you must submit the
certificates with your redemption request. Each registered owner must sign
the certificates and all signatures must be guaranteed.

12
<PAGE>

((Side Box))
<TABLE>
<CAPTION>
<S> <C>
SIGNATURE GUARANTEES help ensure that major
transactions or changes to your account are in fact
authorized by you. For example, we require a signature
guarantee on written redemption requests for more than
$50,000. You can obtain a signature guarantee for a
nominal fee from most banks, brokerage firms, and
other financial institutions. A notary public stamp or
seal cannot be substituted for a signature guarantee.
- --------------------------------------------------------
</TABLE>

ADDITIONAL POLICIES

TELEPHONE TRANSACTIONS
Once you place a telephone transaction request, it cannot be canceled or
modified. We use reasonable procedures to confirm that telephone transaction
requests are genuine. We may be responsible if we do not follow these
procedures. You are responsible for losses resulting from fraudulent or
unauthorized instructions received over the telephone, provided we reasonably
believe the instructions were genuine. During times of unusual market
activity, our phones may be busy and you may experience a delay placing a
telephone request. During these times, consider trying Strong Direct(R), our
24-hour automated telephone system, by calling 800-368-7550, or Strong
netDirect(R), our on-line transaction center, by visiting WWW.ESTRONG.COM.
Please remember that you must have telephone redemption as an option on your
account to redeem shares through Strong Direct(R) or Strong netDirect(R).

INVESTING THROUGH A THIRD PARTY
If you invest through a third party (rather than directly with Strong), the
policies and fees may be different than described in this prospectus. Banks,
brokers, 401(k) plans, financial advisors, and financial supermarkets may
charge transaction fees and may set different minimum investments or
limitations on buying or selling shares. Consult a representative of your
plan or financial institution if you are not sure.

LOW BALANCE ACCOUNT FEE

Because of the high cost of maintaining small accounts, an annual low balance
fee of $10 (or the value of the account if less than $10) will be charged to
all accounts that fail to meet the investment minimum. The fee, which is
payable to the transfer agent, will not apply to (1) retirement accounts, (2)
accounts with an automatic investment plan (unless regular investments have
been discontinued), or (3) shareholders whose combined Strong Funds accounts
total $100,000 or more. Strong may waive the fee, at its discretion, in the
event that a significant market correction lowers an account balance below the
investment minimum.

DISTRIBUTIONS

DISTRIBUTION POLICY
The fund generally pays you dividends from net investment income monthly and
distributes any net capital gains that it realizes annually. Dividends are
declared on each day NAV is calculated, except for bank holidays. Dividends
earned on weekends, holidays, and days when the fund's NAV is not calculated
are declared on the first day preceding these days that the fund's NAV is
calculated. Your investment generally earns dividends from the first business
day after we accept your purchase order.

REINVESTMENT OF DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS
Your dividends and capital gain distributions will be automatically reinvested
in additional shares, unless you choose otherwise. Your other options are to
receive checks for these payments, have them automatically invested in another
Strong Fund, or have them deposited into your bank account. To change the
current option for payment of dividends and capital gains distributions,
please call 800-368-3863.

TAXES

Generally, a municipal fund's distributions will be composed primarily of
tax-exempt income. However, the fund may make distributions of net investment
income and capital gains that are taxable to you.

13
<PAGE>

TAXABLE DISTRIBUTIONS
Any net investment income and net short-term capital gain distributions you
receive are taxable as ordinary dividend income at your income tax rate.
Distributions of net capital gains are generally taxable as long-term capital
gains. This is generally true no matter how long you have owned your shares
and whether you reinvest your distributions or take them in cash. You may
also have to pay taxes when you exchange or sell shares if your shares have
increased in value since you bought them.

TAX-EXEMPT DISTRIBUTIONS
Exempt-interest dividends from municipal funds are generally exempt from
federal income taxes, but may be subject to state and local tax. Also, if you
are subject to the Alternative Minimum Tax, you may have to pay federal tax on
a portion of your income from exempt-interest dividends.

RETURN OF CAPITAL
If your fund's (1) income distributions exceed its net investment income and
net short-term capital gains or (2) capital gain distributions exceed its net
capital gains in any year, all or a portion of those distributions may be
treated as a return of capital to you. Although a return of capital is not
taxed, it will reduce the cost basis of your shares.

YEAR-END STATEMENT
To assist you in tax preparation, after the end of each calendar year, we send
you a statement of your fund's ordinary dividends and net capital gain
distributions (Form 1099).

BACKUP WITHHOLDING
By law, we must withhold 31% of your distributions and proceeds if (1) you are
subject to backup withholding or (2) you have not provided us with complete
and correct taxpayer information such as your Social Security Number (SSN) or
Tax Identification Number (TIN).

((Side Box))
<TABLE>
<CAPTION>
<S> <C>
You may want to avoid selling shares of a mutual fund at
a loss and then investing in the same fund within 30 days
before or after the sale. This is called a WASH SALE and
you will not be allowed to claim a tax loss on the
transaction.
- --------------------------------------------------------
</TABLE>

((Side Box))
<TABLE>
<CAPTION>
<S> <C>
COST BASIS is the amount that you paid for the shares.
When you sell shares, you subtract the cost basis from the
sale proceeds to determine whether you realized an
investment gain or loss. For example, if you bought a
share of a fund at $10 and you sold it two years later at
$11, your cost basis on the share is $10 and your gain is
$1.
- ----------------------------------------------------------
</TABLE>

Because everyone's tax situation is unique, you should consult your tax
professional for assistance.

14
<PAGE>

SERVICES FOR INVESTORS

Strong provides you with a variety of services to help you manage your
investment. For more details, call 800-368-3863, 24 hours a day, 7 days a
week. These services include:

STRONG DIRECT (R) AUTOMATED TELEPHONE SYSTEM
Our 24-hour automated response system enables you to use a touch-tone phone to
access current share prices (800-368-3550), to access fund and account
information (800-368-5550), and to
make purchases, exchanges, or redemptions among your existing accounts if you
have elected these services (800-368-7550). Passwords help to protect your
account information.

ESTRONG.COM
Visit us on-line at WWW.ESTRONG.COM to access your fund's performance and
portfolio holding information. In addition to general information about
investing, our web site offers daily performance information, portfolio
manager commentaries, and information on available account options.

STRONG NETDIRECT(R)
If you are a shareholder, you may use Strong netDirect(R) to access your
account information 24 hours a day from your personal computer. Strong
netDirect(R) allows you to view account history, account balances, and recent
dividend activity, as well as to make purchases, exchanges, or redemptions
among your existing accounts if you have elected these services. Encryption
technology and passwords help to protect your account information. You may
register to use Strong netDirect(R) at WWW.ESTRONG.COM.

STRONGMAIL
If you register for StrongMail at WWW.STRONGMAIL.COM, you will receive your
fund's closing price by e-mail each business day. In addition, StrongMail
offers market news and updates throughout the day.

STRONG EXCHANGE OPTION
You may exchange shares of a fund for shares of another Strong Fund, either in
writing, by telephone, or through your personal computer, if the accounts are
identically registered (with the same name, address, and taxpayer
identification number). Please ask us for the appropriate prospectus and read
it before investing in any of the Strong Funds. Remember, an exchange of
shares of one Strong Fund for those of another Strong Fund is considered a
sale and a purchase of shares for tax purposes and may result in a capital
gain or loss. Some Strong Funds that you may want to exchange into may charge
a redemption fee of 0.50% to 1.00% on the sale of shares held for less than
six months. Purchases by exchange are subject to the investment requirements
and other criteria of the fund purchased.

STRONG CHECKWRITING
Strong Funds offers checkwriting on most of its bond and money market funds.
Checks written on your account are subject to this prospectus and the terms
and conditions found in the front of the book of checks.

STRONG AUTOMATIC INVESTMENT SERVICES
You may invest or redeem automatically in the following ways, some of which
may be subject to additional restrictions or conditions.

AUTOMATIC INVESTMENT PLAN (AIP)
This plan allows you to make regular, automatic investments from your bank
checking or savings account.

AUTOMATIC EXCHANGE PLAN
This plan allows you to make regular, automatic exchanges from one eligible
Strong Fund to another.

15
<PAGE>

AUTOMATIC DIVIDEND REINVESTMENT
Your dividends and capital gains will be automatically reinvested in
additional shares unless you choose otherwise. Your other options are to
receive checks for these payments, have them automatically invested in another
Strong Fund, or have them deposited into your bank account.

NO-MINIMUM INVESTMENT PLAN
This plan allows you to invest without meeting the minimum initial investment
requirements if you invest monthly and you participate in the AIP, Automatic
Exchange Plan, or Payroll Direct Deposit Plan.

PAYROLL DIRECT DEPOSIT PLAN
This plan allows you to send all or a portion of your paycheck, social
security check, military allotment, or annuity payment to the Strong Funds of
your choice.

SYSTEMATIC WITHDRAWAL PLAN
This plan allows you to redeem a fixed sum from your account on a regular
basis. Payments may be sent electronically to a bank account or as a check to
you or anyone you properly designate.

SOME OF THESE SERVICES MAY BE SUBJECT TO ADDITIONAL RESTRICTIONS OR
CONDITIONS. CALL 800-368-3863 FOR MORE INFORMATION.

RESERVED RIGHTS

We reserve the right to:

- - Refuse, change, discontinue, or temporarily suspend account services,
including purchase, exchange, or telephone and Strong netDirect(R)
redemption privileges, for any reason.

- - Reject any purchase request for any reason including exchanges from other
Strong Funds. Generally, we do this if the purchase or exchange is
disruptive to the efficient management of a fund (due to the timing of the
investment or an investor's history of excessive trading).

- - Change the minimum or maximum investment amounts.

- - Delay sending out redemption proceeds for up to seven days (this generally
only applies to very large redemptions without notice, excessive trading, or
during unusual market conditions).

- - Suspend redemptions or postpone payments when the NYSE is closed for any
reason other than its usual weekend or holiday closings, when trading is
restricted by the SEC, or under any emergency circumstances.

- - Make a redemption-in-kind (a payment in portfolio securities rather than
cash) if the amount you are redeeming is in excess of the lesser of (1)
$250,000 or (2) 1% of the fund's assets. Generally, redemption-in-kind is
used when large redemption requests may cause harm to the fund and its
shareholders. This includes redemptions made by checkwriting.

- - Close any account that does not meet minimum investment requirements. We
will give you notice and 60 days to begin an automatic investment program or
to increase your balance to the required minimum. We may waive the initial
investment at our discretion.

- - Reject any purchase or redemption request that does not contain all required
documentation.

16
<PAGE>

FOR MORE INFORMATION

More information is available upon request at no charge, including:

SHAREHOLDER REPORTS: Additional information is available in the annual and
semi-annual report to shareholders. These reports contain a letter from
management, discuss recent market conditions, economic trends and investment
strategies that significantly affected your investment's performance during the
last fiscal year, and list portfolio holdings.

STATEMENT OF ADDITIONAL INFORMATION (SAI): The SAI contains more details about
investment policies and techniques. A current SAI is on file with the SEC and
is incorporated into this prospectus by reference. This means that the SAI is
legally considered a part of this prospectus even though it is not physically
contained within this prospectus.

To request information or to ask questions:

BY TELEPHONE FOR HEARING-IMPAIRED (TDD)
(414) 359-1400 or (800) 368-3863 (800) 999-2780

BY MAIL BY OVERNIGHT DELIVERY
Strong Funds Strong Funds
P.O. Box 2936 900 Heritage Reserve
Milwaukee, WI 53201-2936 Menomonee Falls, WI 53051

ON THE INTERNET BY E-MAIL
View online or download documents: [email protected]
Strong Funds: WWW.ESTRONG.COM
SEC*: www.sec.gov

To reduce the volume of mail you receive, only one copy of most financial
reports and prospectuses is mailed to your household. Call 800-368-3863 if you
wish to receive additional copies, free of charge.

This prospectus is not an offer to sell securities in places other than the
United States and its territories.

*INFORMATION ABOUT A FUND (INCLUDING THE SAI) CAN ALSO BE REVIEWED AND COPIED
AT THE SECURITIES AND EXCHANGE COMMISSION'S PUBLIC REFERENCE ROOM IN
WASHINGTON, D.C. YOU MAY CALL THE COMMISSION AT 202-942-8090 FOR INFORMATION
ABOUT THE OPERATION OF THE PUBLIC REFERENCE ROOM. REPORTS AND OTHER
INFORMATION ABOUT A FUND ARE ALSO AVAILABLE FROM THE EDGAR DATABASE ON THE
COMMISSION'S INTERNET SITE AT WWW.SEC.GOV. YOU MAY OBTAIN A COPY OF THIS
INFORMATION, AFTER PAYING A DUPLICATING FEE, BY SENDING A WRITTEN REQUEST TO
THE COMMISSION'S PUBLIC REFERENCE SECTION, WASHINGTON, D.C. 20549-0102, OR BY
SENDING AN ELECTRONIC REQUEST TO THE FOLLOWING E-MAIL ADDRESS:
[email protected].

Strong High-Yield Municipal Bond Fund, a series of Strong High-Yield Municipal
Bond Fund, Inc., SEC file number: 811-7930

Strong Municipal Bond Fund, a series of Strong Municipal Bond Fund, Inc., SEC
file number: 811-4769

Strong Short-Term High Yield Municipal Fund, a series of Strong Municipal
Funds, Inc., SEC file number: 811-4770

Strong Short-Term Municipal Bond Fund, a series of Strong Short-Term Municipal
Bond Fund, Inc., SEC file number: 811-6409

17
<PAGE>

Information contained herein pertaining to the funds is subject to completion
or amendment. A Post-Effective Amendment to the Registration Statement
relating to, among other things, securities of the funds has been filed with
the Securities and Exchange Commission. Securities of the funds may not be
sold nor may offers to buy securities of the funds be accepted prior to the
time the Post-Effective Amendment to the Registration Statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of securities of
the funds in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such state.
Subject to Completion Date of Issuance: January 3, 2000

PROSPECTUS

THE STRONG MUNICIPAL
INCOME FUNDS ADVISOR CLASS
FEBRUARY 29, 2000

The Strong High-Yield Municipal Bond Fund

The Strong Municipal Bond Fund

The Strong Short-Term High Yield Municipal Fund

The Strong Short-Term Municipal Bond Fund

1
<PAGE>

TABLE OF CONTENTS
Your Investment.................................................................
Key Information.................................................................
What are the funds' goals?......................................................
What are the funds' principal investment strategies?............................
What are the main risks of investing in the funds?..............................
What are the funds' fees and expenses?..........................................
Who are the funds' investment advisor and portfolio managers?...................
Other Important Information You Should Know.....................................
Comparing the Funds.............................................................
A Word About Credit Quality.....................................................
Taxable Investments.............................................................
If You Are Subject to Alternative Minimum Tax...................................
Financial Highlights............................................................
Your Account....................................................................
Distribution Fees...............................................................
Share Price....................................................................
Buying Shares...................................................................
Selling Shares..................................................................
Additional Policies.............................................................
Distributions...................................................................
Taxes...........................................................................
Reserved Rights.................................................................
For More Information..................................................Back Cover

IN THIS PROSPECTUS, "WE" REFERS TO STRONG CAPITAL MANAGEMENT, INC., THE
INVESTMENT ADVISOR, ADMINISTRATOR, AND TRANSFER AGENT FOR THE STRONG FUNDS.

2
<PAGE>

YOUR INVESTMENT

KEY INFORMATION

WHAT ARE THE FUNDS' GOALS?

The STRONG HIGH-YIELD MUNICIPAL BOND FUND seeks total return by investing for a
high level of federally tax-exempt current income.

The STRONG SHORT-TERM MUNICIPAL BOND FUND seeks total return by investing for a
high level of federally tax-exempt current income with a low degree of
share-price fluctuation.

WHAT ARE THE FUNDS' PRINCIPAL INVESTMENT STRATEGIES?

3
<PAGE>

WHAT ARE THE MAIN RISKS OF INVESTING IN THE FUNDS?

BOND RISKS: The major risks of each fund are those of investing in the bond
market. A bond's market value is affected significantly by changes in interest
rates-generally, when interest rates rise, the bond's market value declines and
when interest rates decline, its market value rises (interest-rate risk).
Generally, the longer a bond's maturity, the greater the risk and the higher
its yield. Conversely, the shorter a bond's maturity, the lower the risk and
the lower its yield (maturity risk). A bond's value can also be affected by
changes in the bond's credit-quality rating or its issuer's financial condition
(credit-quality risk). Because bond values fluctuate, the fund's share price
fluctuates. So, when you sell your investment, you may receive more or less
money than you originally invested.

FUND STRUCTURE
The funds offer multiple classes of shares: Investor Class shares and Advisor
Class shares. Only the Advisor Class shares are offered in this prospectus.
The principal difference between each of the classes of shares is that the
Advisor Class shares are subject to a front-end sales load and distribution
fees and expenses under a 12b-1 plan, and each class of shares is subject to
different administrative and transfer agency fees and expenses.

FUND PERFORMANCE
The return information on the next page illustrates how the performance of each
of the fund's Advisor Class shares can vary, which is one indication of the
risks of investing in the fund. Performance results for Advisor Class shares,
which were first offered on _________, 2000, are based on the historical
performance of the Investor Class shares from the inception of each fund up to
_________, 2000, recalculated to reflect the higher annual expense ratio
applicable to the Advisor Class shares. The Investor Class shares are not
offered by this prospectus. The returns for the Advisor Class are
substantially similar to those of the Investor Class shares since each are
invested in the same portfolio of securities and the only differences relate to
the differences in the fees and expenses of each class of shares. Please keep
in mind that the past performance of each fund's Advisor Class shares does not
represent how it will perform in the future. The information assumes that you
reinvested all dividends and distributions.

4
<PAGE>

CALENDAR YEAR TOTAL RETURNS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Short-Term High-Yield Short-Term
Municipal Municipal Municipal High Yield
Year Bond Bond Bond Municipal
- -------- --------- ---------- ---------- ----------
1990 4.6% - - -
- -------- --------- ---------- ---------- ----------
1991 13.4% - - -
- -------- --------- ---------- ---------- ----------
1992 12.2% 7.2% - -
- -------- --------- ---------- ---------- ----------
1993 11.8% 6.8% - -
- -------- --------- ---------- ---------- ----------
1994 -4.6% -1.6% -1.0% -
- -------- --------- ---------- ---------- ----------
1995 11.4% 5.4% 14.6% -
- -------- --------- ---------- ---------- ----------
1996 2.4% 4.9% 5.1% -
- -------- --------- ---------- ---------- ----------
1997 12.1% 6.9% 13.9% -
- -------- --------- ---------- ---------- ----------
1998 ____% ____% ____% ____%
- -------- --------- ---------- ---------- ----------
1999 ____% ____% ____% ____%
- -------- --------- ---------- ---------- ----------
</TABLE>

The bar chart does not reflect the initial sales charge which was first charged
on ________, 2000. If it did, returns would be lower than those shown.

BEST AND WORST QUARTERLY PERFORMANCE
(DURING THE PERIODS SHOWN ABOVE)

<TABLE>
<CAPTION>
<S> <C> <C>
FUND NAME BEST QUARTER RETURN WORST QUARTER RETURN
- ------------------------------- ------------------------ ------------------------
High-Yield Municipal Bond _____ (__ Q 199_) _____ (__ Q 199_)
Municipal Bond _____ (__ Q 199_) _____ (__ Q 199_)
Short-Term High Yield Municipal _____ (__ Q 199_) _____ (__ Q 199_)
Short-Term Municipal Bond _____ (__ Q 199_) _____ (__ Q 199_)
</TABLE>

AVERAGE ANNUAL TOTAL RETURNS
AS OF 9-30-99
FUND/INDEX 1-YEAR 5-YEAR 10-YEAR SINCE INCEPTION
HIGH-YIELD MUNICIPAL BOND ____% ____% - ____% (10-1-93)
High-Yield Municipal
Bond Index ____% ____% - ____%
MUNICIPAL BOND ____% ____% ____% ____% (10-23-86)
Lehman Bros. Municipal
Bond Index ____% ____% ____% ____%
SHORT-TERM HIGH YIELD MUNICIPAL ____% - - ____% (11-30-97)
Lehman Bros. 1-3 Year
Non-Investment Grade Municipal
Bond Index ____% - - ____%
SHORT-TERM MUNICIPAL BOND ____% ____% - ____% (12-31-91)
Lehman Bros. Municipal
3 Year Bond Index ____% ____% - ____%

Unlike the bar chart, the performance table reflects the impact of the maximum
initial sales charge which was first charged on _______, 2000. No sales charge
is imposed on reinvested dividends and distributions.

THE HIGH-YIELD MUNICIPAL BOND INDEX IS COMPOSED OF TWO UNMANAGED INDICES
GENERALLY REPRESENTATIVE OF HIGH-YIELD, TAX-EXEMPT BONDS (THE LEHMAN BROTHERS
BAA MUNICIPAL BOND INDEX FROM INCEPTION THROUGH 12-31-95 AND THE LEHMAN
BROTHERS HIGH-YIELD MUNICIPAL BOND INDEX FROM 1-1-96 TO PRESENT). THE LEHMAN
BROTHERS MUNICIPAL BOND INDEX IS AN UNMANAGED INDEX GENERALLY REPRESENTATIVE OF
INVESTMENT-GRADE, TAX-EXEMPT BONDS. THE LEHMAN BROTHERS 1-3 YEAR
NON-INVESTMENT GRADE MUNICIPAL BOND INDEX IS AN UNMANAGED INDEX GENERALLY
REPRESENTATIVE OF MUNICIPAL BONDS RATED BELOW BAA WITH MATURITIES OF ONE TO
THREE YEARS. THE LEHMAN BROTHERS MUNICIPAL 3 YEAR BOND INDEX IS AN UNMANAGED
INDEX GENERALLY REPRESENTATIVE OF THREE-YEAR, TAX-EXEMPT BONDS.

5
<PAGE>

As of ___________, 1999, the 30-day yields for the funds were as follows:
HIGH-YIELD MUNICIPAL BOND, ____%; MUNICIPAL BOND, ____%; SHORT-TERM HIGH YIELD
MUNICIPAL, ____%; and SHORT-TERM MUNICIPAL BOND, ____%. For investors in the
36% tax bracket, these translate into taxable equivalent yields of ____%,
____%, ____%, and ___%, respectively. Without fee waivers, the SHORT-TERM HIGH
YIELD MUNICIPAL'S yield would have been ____% and its taxable equivalent yield
would have been ____%. For current yield information on these funds, call
800-368-3863.

WHAT ARE THE FUNDS' FEES AND EXPENSES?

This section describes the fees and expenses that you may pay if you buy and
hold shares of the funds.

SHAREHOLDER FEES
(fees paid directly from your investment)

<TABLE>
<CAPTION>
<S> <C>
MAXIMUM SALES CHARGE (LOAD) IMPOSED ON
FUND PURCHASES (AS A PERCENTAGE OF OFFERING PRICE)
High-Yield Municipal 4.25%
Municipal Bond 4.25%
Short-Term High Yield Municipal 2.25%
Short-Term Municipal 2.25%
</TABLE>

You may not have to pay the maximum sales charge because waivers and reduced
sales charges are available. Call 800-368-1683 for more information.

ANNUAL FUND OPERATING EXPENSES (AS A PERCENT OF AVERAGE NET ASSETS)

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
TOTAL ANNUAL
MANAGEMENT FUND OPERATING
FUND FEES 12B-1 FEES OTHER EXPENSES EXPENSES*
- -------------------------------- -------------- -------------- -------------- --------------
High-Yield Municipal Bond 0.35% 0.25% ____% ____%
Municipal Bond 0.35% 0.25% ____% ____%
Short-Term High Yield Municipal 0.35% 0.25% ____% ____%
Short-Term Municipal Bond 0.25% 0.25% ____% ____%
</TABLE>

EXAMPLE: This example is intended to help you compare the cost of investing in
the funds with the cost of investing in other mutual funds. The maximum initial
sales charge imposed on purchases of Advisor Class shares is reflected in this
example. The example assumes that you invest $10,000 in the fund and reinvest
all dividends and distributions for the time periods indicated, and then redeem
all of your shares at the end of those periods. The example also assumes that
your investment has a 5% return each year and that the funds' operating
expenses remain the same. Although your actual costs may be higher or lower,
based on these assumptions, your costs would be:

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------------------------------- ---------- ---------- -------- --------
High-Yield Municipal Bond $___ $___ $___ $___
Municipal Bond $___ $___ $___ $___
Short-Term High Yield Municipal $___ $___ $___ $___
Short-Term Municipal Bond $___ $___ $___ $___
</TABLE>

6
<PAGE>

WHO ARE THE FUNDS' INVESTMENT ADVISOR AND PORTFOLIO MANAGERS?

The following individuals are the funds' portfolio managers.

MARY-KAY H. BOURBULAS manages the HIGH-YIELD MUNICIPAL BOND FUND and the
SHORT-TERM HIGH YIELD MUNICIPAL FUND and has more than 10 years of investment
experience. She joined Strong as a portfolio manager in October 1991. Ms.
Bourbulas co-managed the HIGH-YIELD MUNICIPAL BOND FUND from its inception in
1993 until December 1995, when she assumed sole management responsibility for
the fund. She has managed the SHORT-TERM HIGH YIELD MUNICIPAL FUND since its
inception in November 1997. Prior to joining Strong, Ms. Bourbulas was employed
by Stein Roe & Farnham, where she co-managed two tax-exempt funds. Ms.
Bourbulas received her bachelors degree in Economics from Northwestern
University in 1989.

OTHER IMPORTANT INFORMATION YOU SHOULD KNOW

COMPARING THE FUNDS

The following will help you distinguish the funds and determine their
suitability for your investment needs:

AVERAGE INCOME
FUND MATURITY CREDIT QUALITY POTENTIAL VOLATILITY
High-Yield 15 to 25 At least 65% rated High Moderate
Municipal Bond years* medium or lower to High

Municipal Bond 10 to 20 At least 85% rated Moderate Moderate
years* higher or medium to High
Up to 15% rated lower

Short-Term High Yield 1 to 3 At least 80% rated High Moderate
Municipal years medium or lower

Short-Term 3 years At least 85% rated Low to Low
Municipal Bond or less higher or medium Moderate
Up to 15% rated lower

* EXPECTED RANGE

7
<PAGE>

A WORD ABOUT CREDIT QUALITY

CREDIT QUALITY measures the issuer's expected ability to pay interest and
principal payments on time. Credit quality can be "higher-quality",
"medium-quality", "lower-quality", or "in default".

HIGHER-QUALITY means bonds that are in any of the three highest rating
categories. For example, bonds rated at least A by Standard & Poor's Rating
Group (S&P)*.

MEDIUM-QUALITY means bonds that are in the fourth-highest rating category. For
example, bonds rated BBB by S&P*.

LOWER-QUALITY means bonds that are below the fourth-highest rating category.
They are also known as non-investment, high-risk, high-yield, or "junk bonds".
For example, bonds rated BB to C by S&P*.

IN DEFAULT means the bond's issuer has not paid principal or interest on time.

*OR THOSE RATED IN THIS CATEGORY BY ANY NATIONALLY RECOGNIZED STATISTICAL
RATING ORGANIZATION. S&P IS ONLY ONE EXAMPLE OF A NATIONALLY RECOGNIZED
STATISTICAL RATING ORGANIZATION.

This chart shows S&P's definition and ratings group for credit quality. Other
rating organizations use similar definitions.

<TABLE>
<CAPTION>
<S> <C> <C> <C>
CREDIT S&P'S DEFINITION S&P'S RATINGS GROUP RATING CATEGORY
QUALITY
- ------------ ------------------- ------------------- ------------------
Highest quality AAA First highest
Higher High quality AA Second highest
Upper medium grade A Third highest
- ------------ ------------------- ------------------- ------------------
Medium Medium grade BBB Fourth highest
- ------------ ------------------- ------------------- ------------------
Low grade BB
Lower Speculative B
Submarginal CCC, CC, C
- ------------ ------------------- -------------------
In default Probably in default D
- ------------ ------------------- -------------------
</TABLE>

TAXABLE INVESTMENTS

8
<PAGE>

IF YOU ARE SUBJECT TO THE ALTERNATIVE MINIMUM TAX

FINANCIAL HIGHLIGHTS

This information describes investment performance of the Investor Class shares
of the fund for the periods shown. Certain information reflects financial
results for a single Investor Class share. "Total Return" shows how much an
investment in the Investor Class shares of the fund would have increased (or
decreased) during each period, assuming you had reinvested all dividends and
distributions. The Advisor Class shares of the fund were first offered on
________, 2000. These figures for the fund have been audited by
PricewaterhouseCoopers LLP, whose report, along with the fund's financial
statements, is included in the fund's annual report.

<<Financial Highlights>>

YOUR ACCOUNT

DISTRIBUTION FEES

The Strong Funds have adopted a Rule 12b-1 distribution plan for the Advisor
Class shares of the funds. Under the distribution plan, each fund may make
monthly payments to the funds' distributor at the annual rate of 1.00% of the
average daily net assets of the fund attributable to its Advisor Class shares.
However, under the Distribution Agreement for the Advisor Class shares,
payments to the fund's distributor under the distribution plan are currently
limited to payment at an annual rate equal to 0.25% of average daily net assets
attributable to Advisor Class shares. Such payments may be made for
distribution related services and other services which are primarily intended
to result in the sale of Advisor Class shares of the fund. Because Rule 12b-1
fees are ongoing, over time they will increase the cost of an investment in the
Advisor Class shares of the fund and may cost more than other types of sales
charges.

SHARE PRICE

Your transaction price for buying, selling, or exchanging Advisor Class shares
is the net asset value per share (NAV) of that class of shares. Any applicable
sales charge will be added to the purchase price for Advisor Class Shares. The
"offering price" is the initial sales charge plus the NAV. NAV is generally
calculated as of the close of trading on the New York Stock Exchange (usually
3:00 p.m. Central Time) every day the NYSE is open. If the NYSE closes at any
other time, or if an emergency exists, NAV may be calculated at a different
time. Your share price will be the next NAV calculated after we accept your
order.

((Side Box))
<TABLE>
<CAPTION>
<S> <C>
We determine the share price or NAV of a class of
shares by dividing net assets attributable to the class of
shares (the value of the fund's investments, cash, and
other assets attributable to the class of shares minus the
fund's liabilities attributable to the class of shares) by
the number of shares in the class outstanding.
- ----------------------------------------------------------
</TABLE>

9
<PAGE>

BUYING SHARES

INVESTMENT MINIMUMS: When buying shares, you must meet the following investment
minimum requirements.

<TABLE>
<CAPTION>
<S> <C> <C>
INITIAL INVESTMENT MINIMUM ADDITIONAL INVESTMENT MINIMUM
- ------------------------ -------------------------- -----------------------------
Regular accounts $2,500 $50
</TABLE>

OFFERING PRICE: The offering price is the next NAV calculated after we accept
your order, plus any initial sales charge. No sales charge is imposed on
reinvested dividends and distributions. Advisor Class shares are also subject
to Rule 12b-1 fees at an annual rate of 0.25% of average daily net assets. The
amount of the initial sales charge you pay when you buy Advisor Class shares
differs depending on the amount you invest, as follows:

For the MUNICIPAL BOND FUND and the HIGH-YIELD MUNICIPAL BOND FUND:

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNT OF AS A PERCENTAGE AS A PERCENTAGE
YOUR INVESTMENT OF OFFERING PRICE OF YOUR INVESTMENT
Less than $100,000 4.25% 4.44%
$100,000 but less than $250,000 3.50% 3.63%
$250,000 but less than $500,000 2.50% 2.56%
$500,000 but less than $1,000,000 2.00% 2.04%
$1,000,000 or more 0.00% 0.00%
</TABLE>

For the SHORT-TERM MUNICIPAL BOND FUND and the SHORT-TERM HIGH YIELD MUNICIPAL
FUND:

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNT OF AS A PERCENTAGE AS A PERCENTAGE
YOUR INVESTMENT OF OFFERING PRICE OF YOUR INVESTMENT
Less than $100,000 2.25% 2.30%
$100,000 but less than $250,000 1.75% 1.78%
$250,000 but less than $500,000 1.25% 1.27%
$500,000 but less than $1,000,000 1.00% 1.01%
$1,000,000 or more 0.00% 0.00%
</TABLE>

INITIAL SALES CHARGE WAIVERS: The initial sales charge on the Advisor Class
shares may be waived in certain circumstances. These circumstances are
described in the Statement of Additional Information. Call 800-368-1683 for a
copy.

REINSTATEMENT PRIVILEGE: After you have redeemed Advisor Class shares, you
have a one time right to reinvest the proceeds back into the same fund within
90 days of the redemption at the current net asset value (without an initial
sales charge).

LETTER OF INTENT (LOI): If you intend to invest $100,000 or more, you may buy
Advisor Class shares at the reduced sales charge as though the total amount
were invested in Advisor Class shares in one lump sum. Shares equal to the
difference between the lower sales charge and the higher sales charge you would
have paid had you not purchased your shares through this program will be held
in escrow until the intended amount is invested. These escrowed shares may be
redeemed by a fund if the investor is required to pay additional sales charges.

RIGHTS OF ACCUMULATION: You will qualify for a lower sales charge on your
purchases of Advisor Class shares when your new investment in Advisor Class
shares, together with the current (offering price) value of all your holdings
in the Advisor Class shares, reaches a reduced sales charge level.

MULTIPLE CLASS PLAN: The fund has adopted a multiple class plan which currently
permits it to offer Investor Class shares and Advisor Class shares. Each class
is offered at its net asset value and is subject to fees and expenses which may
differ between classes. The principal difference between each of the classes
of shares is that the Advisor Class shares are subject to a front-end sales
load and distribution fees and expenses under a 12b-1 plan, and each class of
shares is subject to different administrative and transfer agency fees and
expenses.

10
<PAGE>

BUYING INSTRUCTIONS
You can buy shares in several ways.

EXCHANGE OPTION
Sign up for the exchange option when you open your account. You may exchange
your shares of the fund for shares of another Strong Fund. You will not pay an
initial sales charge when you exchange, unless you exchange Advisor Class
shares of the Strong Advantage Fund into another fund's Advisor Class shares.
You may make an exchange by calling Strong Institutional Client Services at
800-368-1683 or by sending a facsimile to 414-359-3535. Please obtain and read
the appropriate prospectus before investing in any of the Strong Funds.
Remember, an exchange of shares of one Strong Fund for those of another Strong
Fund is considered a sale and a purchase of fund shares for tax purposes and
may result in a capital gain or loss. Some Strong Funds that you may want to
exchange into may charge a redemption fee of 0.50% to 1.00% on the sale of
shares held for less than six months. Purchases by exchange are subject to the
investment requirements and other criteria of the fund or class purchased.

WIRE
Call 800-368-1683 for instructions before wiring funds either to open or add
to an account. This helps to ensure that your account will be credited
promptly and correctly.

BROKER-DEALER
You may purchase shares through a broker-dealer or other intermediary who may
charge you a fee.

PLEASE REMEMBER . . .
- - Make checks or money orders payable to Strong.

- - We do not accept cash, third-party checks (checks payable to you written by
another party), credit card convenience checks, or checks drawn on banks
outside the U.S.

- - You will be charged $20 for every check, money order, wire, or Electronic
Funds Transfer returned unpaid.

SELLING SHARES

SELLING INSTRUCTIONS
You can sell shares in several ways.

MAIL
Write a letter of instruction. It should specify your account number, the
dollar amount or number of shares you wish to redeem, the names and signatures
of the owners (or other authorized persons), and your mailing address. Then,
mail it to the address listed on the back of this prospectus.

REDEMPTION OPTION
Sign up for the redemption option when you open your account. With this option,
you may sell shares by phone and receive the proceeds in one of three ways:

(1) We can mail a check to your account's address. Checks will not be
forwarded by the Postal Service, so please notify us if your address has
changed.

11
<PAGE>

BROKER-DEALER
You may sell shares through a broker-dealer or other intermediary who may
charge you a fee.

- - You will be charged a $10 service fee for a stop-payment on a check written
on your Strong Funds account.

- - Some transactions and requests require a signature guarantee.

ADDITIONAL POLICIES

LOW BALANCE ACCOUNT FEE
Because of the high cost of maintaining small accounts, an annual low balance
fee of $10 (or the value of the account if less than $10) will be charged to
all accounts that fail to meet the investment minimum. The fee, which is
payable to the transfer agent, will not apply to (1) retirement accounts, (2)
accounts with an automatic investment plan (unless regular investments have
been discontinued), or (3) shareholders whose combined Strong Funds accounts
total $100,000 or more. Strong may waive the fee, at its discretion, in the
event that a significant market correction lowers an account balance below the
investment minimum.

DISTRIBUTIONS

DISTRIBUTION POLICY
Each fund generally pays you dividends from net investment income monthly and
distributes any net capital gains that it realizes annually. Dividends are
declared on each day NAV is calculated, except for bank holidays. Dividends
earned on weekends,

12
<PAGE>

holidays, and days when the fund's NAV is not calculated are declared on the
first day preceding these days that the fund's NAV is calculated. Your
investment generally earns dividends from the first business day after we
accept your purchase order.

TAXES

YEAR-END STATEMENT
To assist you in tax preparation, after the end of each calendar year, we send
you a statement of your fund's ordinary dividends and net capital gain
distributions (Form 1099).

Because everyone's tax situation is unique, you should consult your tax
professional for assistance.

13
<PAGE>

RESERVED RIGHTS

We reserve the right to:

- - Refuse, change, discontinue, or temporarily suspend account services,
including purchase, exchange, or telephone redemption privileges, for any
reason.

- - Change the minimum or maximum investment amounts.

- - Delay sending out redemption proceeds for up to seven days (this generally
only applies to very large redemptions without notice, excessive trading, or
during unusual market conditions).

- - Reject any purchase or redemption request that does not contain all required
documentation.

14
<PAGE>

FOR MORE INFORMATION

More information is available upon request at no charge, including:

To request information or to ask questions:

BY TELEPHONE BY OVERNIGHT DELIVERY
(800) 368-1683 Strong Institutional Client Services
100 Heritage Reserve
Menomonee Falls, WI 53051
BY MAIL
Strong Institutional Client Services ON THE INTERNET
P.O. Box 2936 View online or download documents:
Milwaukee, WI 53201-2936 SEC*: www.sec.gov

This prospectus is not an offer to sell securities in places other than the
United States and its territories.

Strong High-Yield Municipal Bond Fund, a series of Strong High-Yield Municipal
Bond Fund, Inc., SEC file number: 811-7930
Strong Municipal Bond Fund, a series of Strong Municipal Bond Fund, Inc., SEC
file number: 811-4769
Strong Short-Term High Yield Municipal Fund, a series of Strong Municipal
Funds, Inc., SEC file number: 811-4770
Strong Short-Term Municipal Bond Fund, a series of Strong Short-Term Municipal
Bond Fund, Inc., SEC file number: 811-6409

15
<PAGE>

INFORMATION CONTAINED HEREIN PERTAINING TO THE FUNDS IS SUBJECT TO COMPLETION
OR AMENDMENT. A POST-EFFECTIVE AMENDMENT TO THE REGISTRATION STATEMENT
RELATING TO, AMONG OTHER THINGS, SECURITIES OF THE FUNDS HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION. SECURITIES OF THE FUNDS MAY NOT BE
SOLD NOR MAY OFFERS TO BUY SECURITIES OF THE FUNDS BE ACCEPTED PRIOR TO THE
TIME THE POST-EFFECTIVE AMENDMENT TO THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS STATEMENT OF ADDITIONAL INFORMATION SHALL NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY
SALE OF SECURITIES OF THE FUNDS IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION
OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE
SECURITIES LAWS OF ANY SUCH STATE.

SUBJECT TO COMPLETION DATE OF ISSUANCE: JANUARY 3, 2000

STATEMENT OF ADDITIONAL INFORMATION ("SAI")

STRONG HIGH-YIELD MUNICIPAL BOND FUND, A SERIES FUND OF STRONG HIGH-YIELD
MUNICIPAL BOND FUND, INC.

STRONG MUNICIPAL BOND FUND, A SERIES FUND OF STRONG MUNICIPAL BOND FUND, INC.

STRONG SHORT-TERM HIGH YIELD MUNICIPAL FUND, A SERIES FUND OF STRONG MUNICIPAL
FUNDS, INC.

STRONG SHORT-TERM MUNICIPAL BOND FUND, A SERIES FUND OF STRONG SHORT-TERM
MUNICIPAL BOND FUND, INC.

P.O. Box 2936
Milwaukee, WI 53201
Telephone: (414) 359-1400
Toll-Free: (800) 368-3863
e-mail: [email protected]
Web Site: www.eStrong.com

Throughout this SAI, "the Fund" is intended to refer to each Fund listed above,
unless otherwise indicated. This SAI is not a Prospectus and should be read
together with the Prospectus for the Fund dated February 29, 2000. Requests
for copies of the Prospectus should be made by calling any number listed above.
The financial statements appearing in the Annual Report, which accompanies this
SAI, are incorporated into this SAI by reference.

February 29, 2000

1
<PAGE>

TABLE OF CONTENTS PAGE

INVESTMENT RESTRICTIONS........................................................4
INVESTMENT POLICIES AND TECHNIQUES.............................................6
Strong High-Yield Municipal Bond Fund..........................................6
Strong Municipal Bond Fund.....................................................6
Strong Short-Term High Yield Municipal Fund....................................6
Strong Short-Term Municipal Bond Fund..........................................6
Borrowing......................................................................6
Cash Management................................................................7
Convertible Securities.........................................................7
Derivative Instruments.........................................................7
High-Yield (High-Risk) Securities.............................................14
Illiquid Securities...........................................................15
Lending of Portfolio Securities...............................................16
Maturity......................................................................16
Mortgage- and Asset-Backed Debt Securities....................................17
Municipal Obligations.........................................................18
Participation Interests.......................................................18
Repurchase Agreements.........................................................19
Reverse Repurchase Agreements and Mortgage Dollar Rolls.......................19
Sector Concentration..........................................................19
Short Sales...................................................................20
Standby Commitments...........................................................20
Taxable Securities............................................................20
Temporary Defensive Position..................................................20
U.S. Government Securities....................................................20
Variable- or Floating-Rate Securities.........................................21
When-Issued and Delayed-Delivery Securities...................................22
Zero-Coupon, Step-Coupon, and Pay-in-Kind Securities..........................22
DIRECTORS AND OFFICERS........................................................22
PRINCIPAL SHAREHOLDERS........................................................24
INVESTMENT ADVISOR............................................................25
ADMINISTRATOR.................................................................29
DISTRIBUTOR...................................................................30
DISTRIBUTION PLAN.............................................................30
PORTFOLIO TRANSACTIONS AND BROKERAGE..........................................31
CUSTODIAN.....................................................................35
TRANSFER AGENT AND DIVIDEND DISBURSING AGENT..................................36
TAXES.........................................................................37
DETERMINATION OF NET ASSET VALUE..............................................39
ADDITIONAL SHAREHOLDER INFORMATION............................................40
ORGANIZATION..................................................................43
SHAREHOLDER MEETINGS..........................................................44
PERFORMANCE INFORMATION.......................................................44
GENERAL INFORMATION...........................................................54
INDEPENDENT ACCOUNTANTS.......................................................55
LEGAL COUNSEL.................................................................55
FINANCIAL STATEMENTS..........................................................55
APPENDIX A - ASSET COMPOSITION BY BOND RATINGS................................56
APPENDIX B - DEFINITION OF BOND RATINGS.......................................58
APPENDIX C - ADVISOR CLASS SHARES.............................................67

2
<PAGE>

No person has been authorized to give any information or to make any
representations other than those contained in this SAI and its corresponding
Prospectus, and if given or made, such information or representations may not
be relied upon as having been authorized. This SAI does not constitute an
offer to sell securities.

3
<PAGE>

INVESTMENT RESTRICTIONS

FUNDAMENTAL INVESTMENT LIMITATIONS

The following are the Fund's fundamental investment limitations which, along
with the Fund's investment objective (which is described in the Prospectus),
cannot be changed without shareholder approval. To obtain approval, a majority
of the Fund's outstanding voting shares must vote for the change. A majority
of the Fund's outstanding voting securities means the vote of the lesser of:
(1) 67% or more of the voting securities present, if more than 50% of the
outstanding voting securities are present or represented, or (2) more than 50%
of the outstanding voting shares.

Unless indicated otherwise below, the Fund:

1. May not with respect to 75% of its total assets, purchase the securities
of any issuer (except securities issued or guaranteed by the U.S. government or
its agencies or instrumentalities) if, as a result, (1) more than 5% of the
Fund's total assets would be invested in the securities of that issuer, or (2)
the Fund would hold more than 10% of the outstanding voting securities of that
issuer.

2. May (1) borrow money from banks and (2) make other investments or engage
in other transactions permissible under the Investment Company Act of 1940
("1940 Act") which may involve a borrowing, provided that the combination of
(1) and (2) shall not exceed 33 1/3% of the value of the Fund's total assets
(including the amount borrowed), less the Fund's liabilities (other than
borrowings), except that the Fund may borrow up to an additional 5% of its
total assets (not including the amount borrowed) from a bank for temporary or
emergency purposes (but not for leverage or the purchase of investments). The
Fund may also borrow money from the other Strong Funds or other persons to the
extent permitted by applicable law.

3. May not issue senior securities, except as permitted under the 1940 Act.

4. May not act as an underwriter of another issuer's securities, except to
the extent that the Fund may be deemed to be an underwriter within the meaning
of the Securities Act of 1933 in connection with the purchase and sale of
portfolio securities.

5. May not purchase or sell physical commodities unless acquired as a
result of ownership of securities or other instruments (but this shall not
prevent the Fund from purchasing or selling options, futures contracts, or
other derivative instruments, or from investing in securities or other
instruments backed by physical commodities).

6. May not make loans if, as a result, more than 33 1/3% of the Fund's
total assets would be lent to other persons, except through (1) purchases of
debt securities or other debt instruments, or (2) engaging in repurchase
agreements.

7. May not purchase the securities of any issuer if, as a result, more than
25% of the Fund's total assets would be invested in the securities of issuers,
the principal business activities of which are in the same industry.

8. May not purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not prohibit the
Fund from purchasing or selling securities or other instruments backed by real
estate or of issuers engaged in real estate activities).

9. May, notwithstanding any other fundamental investment policy or
restriction, invest all of its assets in the securities of a single open-end
management investment company with substantially the same fundamental
investment objective, policies, and restrictions as the Fund.

10. May not, under normal market conditions, invest less than 80% of its
net assets in municipal securities.

4
<PAGE>

NON-FUNDAMENTAL OPERATING POLICIES

The following are the Fund's non-fundamental operating policies which may be
changed by the Fund's Board of Directors without shareholder approval.

Unless indicated otherwise below, the Fund may not:

1. Sell securities short, unless the Fund owns or has the right to obtain
securities equivalent in kind and amount to the securities sold short, or
unless it covers such short sale as required by the current rules and positions
of the Securities and Exchange Commission ("SEC") or its staff, and provided
that transactions in options, futures contracts, options on futures contracts,
or other derivative instruments are not deemed to constitute selling securities
short.

2. Purchase securities on margin, except that the Fund may obtain such
short-term credits as are necessary for the clearance of transactions; and
provided that margin deposits in connection with futures contracts, options on
futures contracts, or other derivative instruments shall not constitute
purchasing securities on margin.

3. Invest in illiquid securities if, as a result of such investment, more
than 15% (10% with respect to a money fund) of its net assets would be invested
in illiquid securities, or such other amounts as may be permitted under the
1940 Act.

4. Purchase securities of other investment companies except in compliance
with the 1940 Act and applicable state law.

5. Invest all of its assets in the securities of a single open-end
investment management company with substantially the same fundamental
investment objective, restrictions and policies as the Fund.

6. Engage in futures or options on futures transactions which are
impermissible pursuant to Rule 4.5 under the Commodity Exchange Act and, in
accordance with Rule 4.5, will use futures or options on futures transactions
solely for bona fide hedging transactions (within the meaning of the Commodity
Exchange Act), provided, however, that the Fund may, in addition to bona fide
hedging transactions, use futures and options on futures transactions if the
aggregate initial margin and premiums required to establish such positions,
less the amount by which any such options positions are in the money (within
the meaning of the Commodity Exchange Act), do not exceed 5% of the Fund's net
assets.

7. Borrow money except (1) from banks or (2) through reverse repurchase
agreements or mortgage dollar rolls, and will not purchase securities when bank
borrowings exceed 5% of its total assets.

8. Make any loans other than loans of portfolio securities, except through
(1) purchases of debt securities or other debt instruments, or (2) engaging in
repurchase agreements.

Unless noted otherwise, if a percentage restriction is adhered to at the time
of investment, a later increase or decrease in percentage resulting from a
change in the Fund's assets (I.E. due to cash inflows or redemptions) or in
market value of the investment or the Fund's assets will not constitute a
violation of that restriction.

5
<PAGE>

INVESTMENT POLICIES AND TECHNIQUES

STRONG HIGH-YIELD MUNICIPAL BOND FUND

- - Under normal market conditions the Fund invests at least 65% of its total
assets in medium- and lower-quality municipal obligations. Medium-quality
debt obligations are those rated in the fourth-highest category (E.G., bonds
rated BBB by S&P).
- - The Fund also may invest in debt obligations that are in default, but such
obligations are not expected to exceed 10% of the Fund's net assets.
- - The Fund may also invest up to 20% of its net assets in taxable securities of
comparable quality to its investments in municipal securities, including U.S.
government securities, bank and corporate obligations, and short-term
fixed-income securities.

STRONG MUNICIPAL BOND FUND

- - Under normal market conditions, the Fund invests at least 85% of its net
assets in investment-grade debt obligations, which range from those in the
highest rating category to those rated in the fourth-highest rating category
(E.G., BBB or higher by S&P).
- - The Fund may also invest up to 15% of its net assets in non-investment-grade
debt, otherwise known as high-yield (high-risk) securities or "junk bonds"
(E.G., those debt obligations rated as high as BB and as low as C by S&P).
- - The Fund may also invest up to 20% of its net assets in taxable securities of
comparable quality to its investments in municipal securities, including U.S.
government securities, bank and corporate obligations, and short-term
fixed-income securities.

STRONG SHORT-TERM HIGH YIELD MUNICIPAL FUND

- - Under normal market conditions, the Fund invests at least 80% of its total
assets in medium- and lower-quality municipal obligations. Medium-quality
debt obligations are those rated in the fourth-highest category (E.G., bonds
rated BBB through C by S&P).
- - The Fund also may invest in debt obligations that are in default, but such
obligations are not expected to exceed 10% of the Fund's net assets.
- - The Fund may also invest up to 20% of its net assets in taxable securities of
comparable quality to its investments in municipal securities, including U.S.
government securities, bank and corporate obligations, and short-term
fixed-income securities.

STRONG SHORT-TERM MUNICIPAL BOND FUND

The following information supplements the discussion of the Fund's investment
objective, policies, and techniques described in the Prospectus.

BORROWING

The Fund may borrow money from banks and make other investments or engage in
other transactions permissible under the 1940 Act which may be considered a
borrowing (such as mortgage dollar rolls and reverse repurchase agreements).
However,

6
<PAGE>

the Fund may not purchase securities when bank borrowings exceed 5% of the
Fund's total assets. Presently, the Fund only intends to borrow from banks for
temporary or emergency purposes.

The Fund has established a line-of-credit ("LOC") with certain banks by which
it may borrow funds for temporary or emergency purposes. A borrowing is
presumed to be for temporary or emergency purposes if it is repaid by the Fund
within 60 days and is not extended or renewed. The Fund intends to use the LOC
to meet large or unexpected redemptions that would otherwise force the Fund to
liquidate securities under circumstances which are unfavorable to the Fund's
remaining shareholders. The Fund pays a commitment fee to the banks for the
LOC.

CASH MANAGEMENT

The Fund may invest directly in cash and short-term fixed-income securities,
including, for this purpose, shares of one or more money market funds managed
by Strong Capital Management, Inc., the Fund's investment advisor ("Advisor")
(collectively, the "Strong Money Funds"). The Strong Money Funds seek current
income, a stable share price of $1.00, and daily liquidity. All money market
instruments can change in value when interest rates or an issuer's
creditworthiness change dramatically. The Strong Money Funds cannot guarantee
that they will always be able to maintain a stable net asset value of $1.00 per
share.

CONVERTIBLE SECURITIES

Convertible securities are bonds, debentures, notes, preferred stocks, or other
securities that may be converted into or exchanged for a specified amount of
common stock of the same or a different issuer within a particular period of
time at a specified price or formula. A convertible security entitles the
holder to receive interest normally paid or accrued on debt or the dividend
paid on preferred stock until the convertible security matures or is redeemed,
converted, or exchanged. Convertible securities have unique investment
characteristics in that they generally (1) have higher yields than common
stocks, but lower yields than comparable non-convertible securities, (2) are
less subject to fluctuation in value than the underlying stock since they have
fixed income characteristics, and (3) provide the potential for capital
appreciation if the market price of the underlying common stock increases.
Most convertible securities currently are issued by U.S. companies, although a
substantial Eurodollar convertible securities market has developed, and the
markets for convertible securities denominated in local currencies are
increasing.

The value of a convertible security is a function of its "investment value"
(determined by its yield in comparison with the yields of other securities of
comparable maturity and quality that do not have a conversion privilege) and
its "conversion value" (the security's worth, at market value, if converted
into the underlying common stock). The investment value of a convertible
security is influenced by changes in interest rates, with investment value
declining as interest rates increase and increasing as interest rates decline.
The credit standing of the issuer and other factors also may have an effect on
the convertible security's investment value. The conversion value of a
convertible security is determined by the market price of the underlying common
stock. If the conversion value is low relative to the investment value, the
price of the convertible security is governed principally by its investment
value. Generally, the conversion value decreases as the convertible security
approaches maturity. To the extent the market price of the underlying common
stock approaches or exceeds the conversion price, the price of the convertible
security will be increasingly influenced by its conversion value. A
convertible security generally will sell at a premium over its conversion value
by the extent to which investors place value on the right to acquire the
underlying common stock while holding a fixed income security.

A convertible security may be subject to redemption at the option of the issuer
at a price established in the convertible security's governing instrument. If
a convertible security is called for redemption, the Fund will be required to
permit the issuer to redeem the security, convert it into the underlying common
stock, or sell it to a third party.

DERIVATIVE INSTRUMENTS

IN GENERAL. The Fund may use derivative instruments for any lawful purpose
consistent with its investment objective such as hedging or managing risk.
Derivative instruments are commonly defined to include securities or contracts
whose values depend on (or "derive" from) the value of one or more other
assets, such as securities, currencies, or commodities. These "other assets"
are commonly referred to as "underlying assets."

A derivative instrument generally consists of, is based upon, or exhibits
characteristics similar to OPTIONS or FORWARD CONTRACTS. Options and forward
contracts are considered to be the basic "building blocks" of derivatives. For
example, forward-based

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derivatives include forward contracts, swap contracts, as well as
exchange-traded futures. Option-based derivatives include privately negotiated,
over-the-counter ("OTC") options (including caps, floors, collars, and options
on forward and swap contracts) and exchange-traded options on futures. Diverse
types of derivatives may be created by combining options or forward contracts
in different ways, and by applying these structures to a wide range of
underlying assets.

An option is a contract in which the "holder" (the buyer) pays a certain amount
("premium") to the "writer" (the seller) to obtain the right, but not the
obligation, to buy from the writer (in a "call") or sell to the writer (in a
"put") a specific asset at an agreed upon price at or before a certain time.
The holder pays the premium at inception and has no further financial
obligation. The holder of an option-based derivative generally will benefit
from favorable movements in the price of the underlying asset but is not
exposed to corresponding losses due to adverse movements in the value of the
underlying asset. The writer of an option-based derivative generally will
receive fees or premiums but generally is exposed to losses due to changes in
the value of the underlying asset.

A forward is a sales contract between a buyer (holding the "long" position) and
a seller (holding the "short" position) for an asset with delivery deferred
until a future date. The buyer agrees to pay a fixed price at the agreed
future date and the seller agrees to deliver the asset. The seller hopes that
the market price on the delivery date is less than the agreed upon price, while
the buyer hopes for the contrary. The change in value of a forward-based
derivative generally is roughly proportional to the change in value of the
underlying asset.

HEDGING. The Fund may use derivative instruments to protect against possible
adverse changes in the market value of securities held in, or are anticipated
to be held in, its portfolio. Derivatives may also be used to "lock-in"
realized but unrecognized gains in the value of its portfolio securities.
Hedging strategies, if successful, can reduce the risk of loss by wholly or
partially offsetting the negative effect of unfavorable price movements in the
investments being hedged. However, hedging strategies can also reduce the
opportunity for gain by offsetting the positive effect of favorable price
movements in the hedged investments. To the extent that a hedge matures prior
to or after the disposition of the investment subject to the hedge, any gain or
loss on the hedge will be realized earlier or later than any offsetting gain or
loss on the hedged investment.

MANAGING RISK. The Fund may also use derivative instruments to manage the
risks of its portfolio. Risk management strategies include, but are not
limited to, facilitating the sale of portfolio securities, managing the
effective maturity or duration of debt obligations in its portfolio,
establishing a position in the derivatives markets as a substitute for buying
or selling certain securities, or creating or altering exposure to certain
asset classes, such as equity, debt, or foreign securities. The use of
derivative instruments may provide a less expensive, more expedient or more
specifically focused way to invest than "traditional" securities (I.E., stocks
or bonds) would.

EXCHANGE AND OTC DERIVATIVES. Derivative instruments may be exchange-traded or
traded in OTC transactions between private parties. Exchange-traded
derivatives are standardized options and futures contracts traded in an auction
on the floor of a regulated exchange. Exchange contracts are generally very
liquid. The exchange clearinghouse is the counterparty of every contract.
Thus, each holder of an exchange contract bears the credit risk of the
clearinghouse (and has the benefit of its financial strength) rather than that
of a particular counterparty. OTC transactions are subject to additional
risks, such as the credit risk of the counterparty to the instrument, and are
less liquid than exchange-traded derivatives since they often can only be
closed out with the other party to the transaction.

RISKS AND SPECIAL CONSIDERATIONS. The use of derivative instruments involves
risks and special considerations as described below. Risks pertaining to
particular derivative instruments are described in the sections that follow.

(1) MARKET RISK. The primary risk of derivatives is the same as the risk
of the underlying assets, namely that the value of the underlying asset may go
up or down. Adverse movements in the value of an underlying asset can expose
the Fund to losses. Derivative instruments may include elements of leverage
and, accordingly, the fluctuation of the value of the derivative instrument in
relation to the underlying asset may be magnified. The successful use of
derivative instruments depends upon a variety of factors, particularly the
ability of the Advisor to predict movements of the securities, currencies, and
commodity markets, which requires different skills than predicting changes in
the prices of individual securities. There can be no assurance that any
particular strategy adopted will succeed. The Advisor's decision to engage in
a derivative instrument will reflect its judgment that the derivative
transaction will provide value to the Fund and its shareholders and is
consistent with the Fund's objectives, investment limitations, and operating
policies. In making such a judgment, the Advisor will analyze the benefits and
risks of the derivative transaction and weigh them in the context of the Fund's
entire portfolio and investment objective.

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<PAGE>

(2) CREDIT RISK. The Fund will be subject to the risk that a loss may be
sustained as a result of the failure of a counterparty to comply with the terms
of a derivative instrument. The counterparty risk for exchange-traded
derivative instruments is generally less than for privately negotiated or OTC
derivative instruments, since generally a clearing agency, which is the issuer
or counterparty to each exchange-traded instrument, provides a guarantee of
performance. For privately negotiated instruments, there is no similar
clearing agency guarantee. In all transactions, the Fund will bear the risk
that the counterparty will default, and this could result in a loss of the
expected benefit of the derivative transaction and possibly other losses. The
Fund will enter into transactions in derivative instruments only with
counterparties that the Advisor reasonably believes are capable of performing
under the contract.

(3) CORRELATION RISK. When a derivative transaction is used to completely
hedge another position, changes in the market value of the combined position
(the derivative instrument plus the position being hedged) result from an
imperfect correlation between the price movements of the two instruments. With
a perfect hedge, the value of the combined position remains unchanged for any
change in the price of the underlying asset. With an imperfect hedge, the
values of the derivative instrument and its hedge are not perfectly correlated.
Correlation risk is the risk that there might be imperfect correlation, or even
no correlation, between price movements of an instrument and price movements of
investments being hedged. For example, if the value of a derivative
instruments used in a short hedge (such as writing a call option, buying a put
option, or selling a futures contract) increased by less than the decline in
value of the hedged investments, the hedge would not be perfectly correlated.
Such a lack of correlation might occur due to factors unrelated to the value of
the investments being hedged, such as speculative or other pressures on the
markets in which these instruments are traded. The effectiveness of hedges
using instruments on indices will depend, in part, on the degree of correlation
between price movements in the index and price movements in the investments
being hedged.

(4) LIQUIDITY RISK. Derivatives are also subject to liquidity risk.
Liquidity risk is the risk that a derivative instrument cannot be sold, closed
out, or replaced quickly at or very close to its fundamental value. Generally,
exchange contracts are very liquid because the exchange clearinghouse is the
counterparty of every contract. OTC transactions are less liquid than
exchange-traded derivatives since they often can only be closed out with the
other party to the transaction. The Fund might be required by applicable
regulatory requirement to maintain assets as "cover," maintain segregated
accounts, and/or make margin payments when it takes positions in derivative
instruments involving obligations to third parties (I.E., instruments other
than purchased options). If the Fund was unable to close out its positions in
such instruments, it might be required to continue to maintain such assets or
accounts or make such payments until the position expired, matured, or was
closed out. The requirements might impair the Fund's ability to sell a
portfolio security or make an investment at a time when it would otherwise be
favorable to do so, or require that the Fund sell a portfolio security at a
disadvantageous time. The Fund's ability to sell or close out a position in an
instrument prior to expiration or maturity depends on the existence of a liquid
secondary market or, in the absence of such a market, the ability and
willingness of the counterparty to enter into a transaction closing out the
position. Therefore, there is no assurance that any derivatives position can
be sold or closed out at a time and price that is favorable to the Fund.

(5) LEGAL RISK. Legal risk is the risk of loss caused by the legal
unenforcibility of a party's obligations under the derivative. While a party
seeking price certainty agrees to surrender the potential upside in exchange
for downside protection, the party taking the risk is looking for a positive
payoff. Despite this voluntary assumption of risk, a counterparty that has
lost money in a derivative transaction may try to avoid payment by exploiting
various legal uncertainties about certain derivative products.

(6) SYSTEMIC OR "INTERCONNECTION" RISK. Interconnection risk is the risk
that a disruption in the financial markets will cause difficulties for all
market participants. In other words, a disruption in one market will spill
over into other markets, perhaps creating a chain reaction. Much of the OTC
derivatives market takes place among the OTC dealers themselves, thus creating
a large interconnected web of financial obligations. This interconnectedness
raises the possibility that a default by one large dealer could create losses
at other dealers and destabilize the entire market for OTC derivative
instruments.

GENERAL LIMITATIONS. The use of derivative instruments is subject to
applicable regulations of the SEC, the several options and futures exchanges
upon which they may be traded, the Commodity Futures Trading Commission
("CFTC"), and various state regulatory authorities. In addition, the Fund's
ability to use derivative instruments may be limited by certain tax
considerations.

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<PAGE>

The Fund has filed a notice of eligibility for exclusion from the definition of
the term "commodity pool operator" with the CFTC and the National Futures
Association, which regulate trading in the futures markets. In accordance with
Rule 4.5 of the regulations under the Commodity Exchange Act ("CEA"), the
notice of eligibility for the Fund includes representations that the Fund will
use futures contracts and related options solely for bona fide hedging purposes
within the meaning of CFTC regulations, provided that the Fund may hold other
positions in futures contracts and related options that do not qualify as a
bona fide hedging position if the aggregate initial margin deposits and
premiums required to establish these positions, less the amount by which any
such futures contracts and related options positions are "in the money," do not
exceed 5% of the Fund's net assets. Adherence to these guidelines does not
limit the Fund's risk to 5% of the Fund's assets.

The SEC has identified certain trading practices involving derivative
instruments that involve the potential for leveraging the Fund's assets in a
manner that raises issues under the 1940 Act. In order to limit the potential
for the leveraging of the Fund's assets, as defined under the 1940 Act, the SEC
has stated that the Fund may use coverage or the segregation of the Fund's
assets. To the extent required by SEC guidelines, the Fund will not enter into
any such transactions unless it owns either: (1) an offsetting ("covered")
position in securities, options, futures, or derivative instruments; or (2)
cash or liquid securities positions with a value sufficient at all times to
cover its potential obligations to the extent that the position is not
"covered". The Fund will also set aside cash and/or appropriate liquid assets
in a segregated custodial account if required to do so by SEC and CFTC
regulations. Assets used as cover or held in a segregated account cannot be
sold while the derivative position is open, unless they are replaced with
similar assets. As a result, the commitment of a large portion of the Fund's
assets to segregated accounts could impede portfolio management or the Fund's
ability to meet redemption requests or other current obligations.

In some cases, the Fund may be required to maintain or limit exposure to a
specified percentage of its assets to a particular asset class. In such cases,
when the Fund uses a derivative instrument to increase or decrease exposure to
an asset class and is required by applicable SEC guidelines to set aside liquid
assets in a segregated account to secure its obligations under the derivative
instruments, the Advisor may, where reasonable in light of the circumstances,
measure compliance with the applicable percentage by reference to the nature of
the economic exposure created through the use of the derivative instrument and
not by reference to the nature of the exposure arising from the liquid assets
set aside in the segregated account (unless another interpretation is specified
by applicable regulatory requirements).

OPTIONS. The Fund may use options for any lawful purpose consistent with its
investment objective such as hedging or managing risk. An option is a contract
in which the "holder" (the buyer) pays a certain amount ("premium") to the
"writer" (the seller) to obtain the right, but not the obligation, to buy from
the writer (in a "call") or sell to the writer (in a "put") a specific asset at
an agreed upon price ("strike price" or "exercise price") at or before a
certain time ("expiration date"). The holder pays the premium at inception and
has no further financial obligation. The holder of an option will benefit from
favorable movements in the price of the underlying asset but is not exposed to
corresponding losses due to adverse movements in the value of the underlying
asset. The writer of an option will receive fees or premiums but is exposed to
losses due to changes in the value of the underlying asset. The Fund may buy
or write (sell) put and call options on assets, such as securities, currencies,
financial commodities, and indices of debt and equity securities ("underlying
assets") and enter into closing transactions with respect to such options to
terminate an existing position. Options used by the Fund may include European,
American, and Bermuda style options. If an option is exercisable only at
maturity, it is a "European" option; if it is also exercisable prior to
maturity, it is an "American" option. If it is exercisable only at certain
times, it is a "Bermuda" option.

The Fund may purchase (buy) and write (sell) put and call options underlying
assets and enter into closing transactions with respect to such options to
terminate an existing position. The purchase of a call option serves as a long
hedge, and the purchase of a put option serves as a short hedge. Writing put
or call options can enable the Fund to enhance income by reason of the premiums
paid by the purchaser of such options. Writing call options serves as a
limited short hedge because declines in the value of the hedged investment
would be offset to the extent of the premium received for writing the option.
However, if the security appreciates to a price higher than the exercise price
of the call option, it can be expected that the option will be exercised and
the Fund will be obligated to sell the security at less than its market value
or will be obligated to purchase the security at a price greater than that at
which the security must be sold under the option. All or a portion of any
assets used as cover for OTC options written by the Fund would be considered
illiquid to the extent described under "Investment Policies and Techniques -
Illiquid Securities." Writing put options serves as a limited long hedge
because decreases in the value of the hedged investment would be offset to the
extent of the premium received for writing the option. However, if the
security depreciates to a price lower than the exercise price of the put
option, it can be expected that the put option will be exercised and the Fund
will be obligated to purchase the security at more than its market value.

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<PAGE>

The value of an option position will reflect, among other things, the
historical price volatility of the underlying investment, the current market
value of the underlying investment, the time remaining until expiration, the
relationship of the exercise price to the market price of the underlying
investment, and general market conditions.

The Fund may effectively terminate its right or obligation under an option by
entering into a closing transaction. For example, the Fund may terminate its
obligation under a call or put option that it had written by purchasing an
identical call or put option; this is known as a closing purchase transaction.
Conversely, the Fund may terminate a position in a put or call option it had
purchased by writing an identical put or call option; this is known as a
closing sale transaction. Closing transactions permit the Fund to realize the
profit or limit the loss on an option position prior to its exercise or
expiration.

The Fund may purchase or write both exchange-traded and OTC options.
Exchange-traded options are issued by a clearing organization affiliated with
the exchange on which the option is listed that, in effect, guarantees
completion of every exchange-traded option transaction. In contrast, OTC
options are contracts between the Fund and the other party to the transaction
("counterparty") (usually a securities dealer or a bank) with no clearing
organization guarantee. Thus, when the Fund purchases or writes an OTC option,
it relies on the counterparty to make or take delivery of the underlying
investment upon exercise of the option. Failure by the counterparty to do so
would result in the loss of any premium paid by the Fund as well as the loss of
any expected benefit of the transaction.

The Fund's ability to establish and close out positions in exchange-listed
options depends on the existence of a liquid market. The Fund intends to
purchase or write only those exchange-traded options for which there appears to
be a liquid secondary market. However, there can be no assurance that such a
market will exist at any particular time. Closing transactions can be made for
OTC options only by negotiating directly with the counterparty, or by a
transaction in the secondary market if any such market exists. Although the
Fund will enter into OTC options only with counter parties that are expected to
be capable of entering into closing transactions with the Fund, there is no
assurance that the Fund will in fact be able to close out an OTC option at a
favorable price prior to expiration. In the event of insolvency of the
counterparty, the Fund might be unable to close out an OTC option position at
any time prior to its expiration. If the Fund were unable to effect a closing
transaction for an option it had purchased, it would have to exercise the
option to realize any profit.

The Fund may engage in options transactions on indices in much the same manner
as the options on securities discussed above, except the index options may
serve as a hedge against overall fluctuations in the securities market
represented by the relevant market index.

The writing and purchasing of options is a highly specialized activity that
involves investment techniques and risks different from those associated with
ordinary portfolio securities transactions. Imperfect correlation between the
options and securities markets may detract from the effectiveness of the
attempted hedging.

SPREAD TRANSACTIONS. The Fund may use spread transactions for any lawful
purpose consistent with its investment objective such as hedging or managing
risk. The Fund may purchase covered spread options from securities dealers.
Such covered spread options are not presently exchange-listed or
exchange-traded. The purchase of a spread option gives the Fund the right to
put, or sell, a security that it owns at a fixed dollar spread or fixed yield
spread in relation to another security that the Fund does not own, but which is
used as a benchmark. The risk to the Fund in purchasing covered spread options
is the cost of the premium paid for the spread option and any transaction
costs. In addition, there is no assurance that closing transactions will be
available. The purchase of spread options will be used to protect the Fund
against adverse changes in prevailing credit quality spreads, I.E., the yield
spread between high quality and lower quality securities. Such protection is
only provided during the life of the spread option.

FUTURES CONTRACTS. The Fund may use futures contracts for any lawful purpose
consistent with its investment objective such as hedging or managing risk. The
Fund may enter into futures contracts, including, but not limited to, interest
rate and index futures. The Fund may also purchase put and call options, and
write covered put and call options, on futures in which it is allowed to
invest. The purchase of futures or call options thereon can serve as a long
hedge, and the sale of futures or the purchase of put options thereon can serve
as a short hedge. Writing covered call options on futures contracts can serve
as a limited short hedge, and writing covered put options on futures contracts
can serve as a limited long hedge, using a strategy similar to that used for
writing covered options in securities. The Fund may also write put options on
futures contracts while at the same time purchasing call options on the same
futures contracts in order to create synthetically a long futures contract

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<PAGE>

position. Such options would have the same strike prices and expiration dates.
The Fund will engage in this strategy only when the Advisor believes it is more
advantageous to the Fund than purchasing the futures contract.

To the extent required by regulatory authorities, the Fund only enters into
futures contracts that are traded on national futures exchanges and are
standardized as to maturity date and underlying financial instrument. Futures
exchanges and trading are regulated under the CEA by the CFTC. Although
techniques other than sales and purchases of futures contracts could be used to
reduce the Fund's exposure to market or interest rate fluctuations, the Fund
may be able to hedge its exposure more effectively and perhaps at a lower cost
through the use of futures contracts.

An interest rate futures contract provides for the future sale by one party and
purchase by another party of a specified amount of a specific financial
instrument (E.G., debt security) for a specified price at a designated date,
time, and place. An index futures contract is an agreement pursuant to which
the parties agree to take or make delivery of an amount of cash equal to the
difference between the value of the index at the close of the last trading day
of the contract and the price at which the index futures contract was
originally written. Transaction costs are incurred when a futures contract is
bought or sold and margin deposits must be maintained. A futures contract may
be satisfied by delivery or purchase, as the case may be, of the instrument or
by payment of the change in the cash value of the index. More commonly,
futures contracts are closed out prior to delivery by entering into an
offsetting transaction in a matching futures contract. Although the value of
an index might be a function of the value of certain specified securities, no
physical delivery of those securities is made. If the offsetting purchase
price is less than the original sale price, the Fund realizes a gain; if it is
more, the Fund realizes a loss. Conversely, if the offsetting sale price is
more than the original purchase price, the Fund realizes a gain; if it is less,
the Fund realizes a loss. The transaction costs must also be included in these
calculations. There can be no assurance, however, that the Fund will be able
to enter into an offsetting transaction with respect to a particular futures
contract at a particular time. If the Fund is not able to enter into an
offsetting transaction, the Fund will continue to be required to maintain the
margin deposits on the futures contract.

No price is paid by the Fund upon entering into a futures contract. Instead,
at the inception of a futures contract, the Fund is required to deposit in a
segregated account with its custodian, in the name of the futures broker
through whom the transaction was effected, "initial margin" consisting of cash
and/or other appropriate liquid assets in an amount generally equal to 10% or
less of the contract value. Margin must also be deposited when writing a call
or put option on a futures contract, in accordance with applicable exchange
rules. Unlike margin in securities transactions, initial margin on futures
contracts does not represent a borrowing, but rather is in the nature of a
performance bond or good-faith deposit that is returned to the Fund at the
termination of the transaction if all contractual obligations have been
satisfied. Under certain circumstances, such as periods of high volatility,
the Fund may be required by an exchange to increase the level of its initial
margin payment, and initial margin requirements might be increased generally in
the future by regulatory action.

Subsequent "variation margin" payments are made to and from the futures broker
daily as the value of the futures position varies, a process known as "marking
to market." Variation margin does not involve borrowing, but rather represents
a daily settlement of the Fund's obligations to or from a futures broker. When
the Fund purchases an option on a future, the premium paid plus transaction
costs is all that is at risk. In contrast, when the Fund purchases or sells a
futures contract or writes a call or put option thereon, it is subject to daily
variation margin calls that could be substantial in the event of adverse price
movements. If the Fund has insufficient cash to meet daily variation margin
requirements, it might need to sell securities at a time when such sales are
disadvantageous. Purchasers and sellers of futures positions and options on
futures can enter into offsetting closing transactions by selling or
purchasing, respectively, an instrument identical to the instrument held or
written. Positions in futures and options on futures may be closed only on an
exchange or board of trade that provides a secondary market. The Fund intends
to enter into futures transactions only on exchanges or boards of trade where
there appears to be a liquid secondary market. However, there can be no
assurance that such a market will exist for a particular contract at a
particular time.

Under certain circumstances, futures exchanges may establish daily limits on
the amount that the price of a future or option on a futures contract can vary
from the previous day's settlement price; once that limit is reached, no trades
may be made that day at a price beyond the limit. Daily price limits do not
limit potential losses because prices could move to the daily limit for several
consecutive days with little or no trading, thereby preventing liquidation of
unfavorable positions.

If the Fund were unable to liquidate a futures or option on a futures contract
position due to the absence of a liquid secondary market or the imposition of
price limits, it could incur substantial losses. The Fund would continue to be
subject to market risk with respect to the position. In addition, except in
the case of purchased options, the Fund would continue to be required to

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<PAGE>

make daily variation margin payments and might be required to maintain the
position being hedged by the future or option or to maintain cash or securities
in a segregated account.

Certain characteristics of the futures market might increase the risk that
movements in the prices of futures contracts or options on futures contracts
might not correlate perfectly with movements in the prices of the investments
being hedged. For example, all participants in the futures and options on
futures contracts markets are subject to daily variation margin calls and might
be compelled to liquidate futures or options on futures contracts positions
whose prices are moving unfavorably to avoid being subject to further calls.
These liquidations could increase price volatility of the instruments and
distort the normal price relationship between the futures or options and the
investments being hedged. Also, because initial margin deposit requirements in
the futures markets are less onerous than margin requirements in the securities
markets, there might be increased participation by speculators in the future
markets. This participation also might cause temporary price distortions. In
addition, activities of large traders in both the futures and securities
markets involving arbitrage, "program trading" and other investment strategies
might result in temporary price distortions.

SWAP AGREEMENTS. The Fund may enter into interest rate, securities index,
commodity, or security and currency exchange rate swap agreements for any
lawful purpose consistent with the Fund's investment objective, such as for the
purpose of attempting to obtain or preserve a particular desired return or
spread at a lower cost to the Fund than if the Fund had invested directly in an
instrument that yielded that desired return or spread. The Fund also may enter
into swaps in order to protect against an increase in the price of, or the
currency exchange rate applicable to, securities that the Fund anticipates
purchasing at a later date. Swap agreements are two-party contracts entered
into primarily by institutional investors for periods ranging from a few weeks
to several years. In a standard "swap" transaction, two parties agree to
exchange the returns (or differentials in rates of return) earned or realized
on particular predetermined investments or instruments. The gross returns to
be exchanged or "swapped" between the parties are calculated with respect to a
"notional amount" (I.E., the return on or increase in value of a particular
dollar amount invested at a particular interest rate) in a particular foreign
currency, or in a "basket" of securities representing a particular index. Swap
agreements may include interest rate caps, under which, in return for a
premium, one party agrees to make payments to the other to the extent that
interest rates exceed a specified rate, or "cap;" interest rate floors, under
which, in return for a premium, one party agrees to make payments to the other
to the extent that interest rates fall below a specified level, or "floor;" and
interest rate collars, under which a party sells a cap and purchases a floor,
or vice versa, in an attempt to protect itself against interest rate movements
exceeding given minimum or maximum levels.

The "notional amount" of the swap agreement is the agreed upon basis for
calculating the obligations that the parties to a swap agreement have agreed to
exchange. Under most swap agreements entered into by the Fund, the obligations
of the parties would be exchanged on a "net basis." Consequently, the Fund's
obligation (or rights) under a swap agreement will generally be equal only to
the net amount to be paid or received under the agreement based on the relative
values of the positions held by each party to the agreement ("net amount").
The Fund's obligation under a swap agreement will be accrued daily (offset
against amounts owed to the Fund) and any accrued but unpaid net amounts owed
to a swap counterparty will be covered by the maintenance of a segregated
account consisting of cash and/or other appropriate liquid assets.

Whether the Fund's use of swap agreements will be successful in furthering its
investment objective will depend, in part, on the Advisor's ability to predict
correctly whether certain types of investments are likely to produce greater
returns than other investments. Swap agreements may be considered to be
illiquid. Moreover, the Fund bears the risk of loss of the amount expected to
be received under a swap agreement in the event of the default or bankruptcy of
a swap agreement counterparty. Certain restrictions imposed on the Fund by the
Internal Revenue Code of 1986 ("IRC") may limit the Fund's ability to use swap
agreements. The swaps market is largely unregulated.

The Fund will enter swap agreements only with counterparties that the Advisor
reasonably believes are capable of performing under the swap agreements. If
there is a default by the other party to such a transaction, the Fund will have
to rely on its contractual remedies (which may be limited by bankruptcy,
insolvency or similar laws) pursuant to the agreements related to the
transaction.

ADDITIONAL DERIVATIVE INSTRUMENTS AND STRATEGIES. In addition to the
derivative instruments and strategies described above and in the Prospectus,
the Advisor expects to discover additional derivative instruments and other
hedging or risk management techniques. The Advisor may utilize these new
derivative instruments and techniques to the extent that they are consistent
with the Fund's investment objective and permitted by the Fund's investment
limitations, operating policies, and applicable regulatory authorities.

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HIGH-YIELD (HIGH-RISK) SECURITIES

IN GENERAL. Non-investment grade debt obligations ("lower-quality securities")
include (1) bonds rated as low as C by Moody's Investors ("Moody's"), Standard
& Poor's Ratings Group ("S&P"), and comparable ratings of other nationally
recognized statistical rating organizations ("NRSROs"); (2) commercial paper
rated as low as C by S&P, Not Prime by Moody's, and comparable ratings of other
NRSROs; and (3) unrated debt obligations of comparable quality. Lower-quality
securities, while generally offering higher yields than investment grade
securities with similar maturities, involve greater risks, including the
possibility of default or bankruptcy. They are regarded as predominantly
speculative with respect to the issuer's capacity to pay interest and repay
principal. The special risk considerations in connection with investments in
these securities are discussed below. Refer to the Appendix for a description
of the securities ratings.

EFFECT OF INTEREST RATES AND ECONOMIC CHANGES. The lower-quality and
comparable unrated security market is relatively new and its growth has
paralleled a long economic expansion. As a result, it is not clear how this
market may withstand a prolonged recession or economic downturn. Such
conditions could severely disrupt the market for and adversely affect the value
of such securities.

All interest-bearing securities typically experience appreciation when interest
rates decline and depreciation when interest rates rise. The market values of
lower-quality and comparable unrated securities tend to reflect individual
corporate developments to a greater extent than do higher rated securities,
which react primarily to fluctuations in the general level of interest rates.
Lower-quality and comparable unrated securities also tend to be more sensitive
to economic conditions than are higher-rated securities. As a result, they
generally involve more credit risks than securities in the higher-rated
categories. During an economic downturn or a sustained period of rising
interest rates, highly leveraged issuers of lower-quality and comparable
unrated securities may experience financial stress and may not have sufficient
revenues to meet their payment obligations. The issuer's ability to service
its debt obligations may also be adversely affected by specific corporate
developments, the issuer's inability to meet specific projected business
forecasts or the unavailability of additional financing. The risk of loss due
to default by an issuer of these securities is significantly greater than
issuers of higher-rated securities because such securities are generally
unsecured and are often subordinated to other creditors. Further, if the
issuer of a lower-quality or comparable unrated security defaulted, the Fund
might incur additional expenses to seek recovery. Periods of economic
uncertainty and changes would also generally result in increased volatility in
the market prices of these securities and thus in the Fund's net asset value.

As previously stated, the value of a lower-quality or comparable unrated
security will decrease in a rising interest rate market and accordingly, so
will the Fund's net asset value. If the Fund experiences unexpected net
redemptions in such a market, it may be forced to liquidate a portion of its
portfolio securities without regard to their investment merits. Due to the
limited liquidity of lower-quality and comparable unrated securities (discussed
below), the Fund may be forced to liquidate these securities at a substantial
discount. Any such liquidation would force the Fund to sell the more liquid
portion of its portfolio.

PAYMENT EXPECTATIONS. Lower-quality and comparable unrated securities
typically contain redemption, call or prepayment provisions which permit the
issuer of such securities containing such provisions to, at its discretion,
redeem the securities. During periods of falling interest rates, issuers of
these securities are likely to redeem or prepay the securities and refinance
them with debt securities with a lower interest rate. To the extent an issuer
is able to refinance the securities, or otherwise redeem them, the Fund may
have to replace the securities with a lower yielding security, which would
result in a lower return for the Fund.

CREDIT RATINGS. Credit ratings issued by credit rating agencies are designed
to evaluate the safety of principal and interest payments of rated securities.
They do not, however, evaluate the market value risk of lower-quality
securities and, therefore, may not fully reflect the true risks of an
investment. In addition, credit rating agencies may or may not make timely
changes in a rating to reflect changes in the economy or in the condition of
the issuer that affect the market value of the security. Consequently, credit
ratings are used only as a preliminary indicator of investment quality.
Investments in lower-quality and comparable unrated obligations will be more
dependent on the Advisor's credit analysis than would be the case with
investments in investment-grade debt obligations. The Advisor employs its own
credit research and analysis, which includes a study of existing debt, capital
structure, ability to service debt and to pay dividends, the issuer's
sensitivity to economic conditions, its operating history and the current trend
of earnings. The Advisor continually monitors the investments in the Fund's
portfolio and carefully evaluates whether to dispose of or to retain
lower-quality and comparable unrated securities whose credit ratings or credit
quality may have changed.

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LIQUIDITY AND VALUATION. The Fund may have difficulty disposing of certain
lower-quality and comparable unrated securities because there may be a thin
trading market for such securities. Because not all dealers maintain markets
in all lower-quality and comparable unrated securities, there is no established
retail secondary market for many of these securities. The Fund anticipates
that such securities could be sold only to a limited number of dealers or
institutional investors. To the extent a secondary trading market does exist,
it is generally not as liquid as the secondary market for higher-rated
securities. The lack of a liquid secondary market may have an adverse impact
on the market price of the security. As a result, the Fund's asset value and
ability to dispose of particular securities, when necessary to meet the Fund's
liquidity needs or in response to a specific economic event, may be impacted.
The lack of a liquid secondary market for certain securities may also make it
more difficult for the Fund to obtain accurate market quotations for purposes
of valuing the Fund's portfolio. Market quotations are generally available on
many lower-quality and comparable unrated issues only from a limited number of
dealers and may not necessarily represent firm bids of such dealers or prices
for actual sales. During periods of thin trading, the spread between bid and
asked prices is likely to increase significantly. In addition, adverse
publicity and investor perceptions, whether or not based on fundamental
analysis, may decrease the values and liquidity of lower-quality and comparable
unrated securities, especially in a thinly traded market.

LEGISLATION. Legislation may be adopted, from time to time, designed to limit
the use of certain lower-quality and comparable unrated securities by certain
issuers. It is anticipated that if additional legislation is enacted or
proposed, it could have a material affect on the value of these securities and
the existence of a secondary trading market for the securities.

ILLIQUID SECURITIES

The Fund may invest in illiquid securities (I.E., securities that are not
readily marketable). However, the Fund will not acquire illiquid securities
if, as a result, the illiquid securities would comprise more than 15% (10% for
money market funds) of the value of the Fund's net assets (or such other
amounts as may be permitted under the 1940 Act). However, as a matter of
internal policy, the Advisor intends to limit the Fund's investments in
illiquid securities to 10% of its net assets.

The Board of Directors of the Fund, or its delegate, has the ultimate authority
to determine, to the extent permissible under the federal securities laws,
which securities are illiquid for purposes of this limitation. Certain
securities exempt from registration or issued in transactions exempt from
registration under the Securities Act of 1933, as amended ("Securities Act"),
such as securities that may be resold to institutional investors under Rule
144A under the Securities Act and Section 4(2) commercial paper, may be
considered liquid under guidelines adopted by the Fund's Board of Directors.

The Board of Directors of the Fund has delegated to the Advisor the day-to-day
determination of the liquidity of a security, although it has retained
oversight and ultimate responsibility for such determinations. The Board of
Directors has directed the Advisor to look to such factors as (1) the frequency
of trades or quotes for a security, (2) the number of dealers willing to
purchase or sell the security and number of potential buyers, (3) the
willingness of dealers to undertake to make a market in the security, (4) the
nature of the security and nature of the marketplace trades, such as the time
needed to dispose of the security, the method of soliciting offers, and the
mechanics of transfer, (5) the likelihood that the security's marketability
will be maintained throughout the anticipated holding period, and (6) any other
relevant factors. The Advisor may determine 4(2) commercial paper to be liquid
if (1) the 4(2) commercial paper is not traded flat or in default as to
principal and interest, (2) the 4(2) commercial paper is rated in one of the
two highest rating categories by at least two NRSROs, or if only one NRSRO
rates the security, by that NRSRO, or is determined by the Advisor to be of
equivalent quality, and (3) the Advisor considers the trading market for the
specific security taking into account all relevant factors. With respect to
any foreign holdings, a foreign security may be considered liquid by the
Advisor (despite its restricted nature under the Securities Act) if the
security can be freely traded in a foreign securities market and all the facts
and circumstances support a finding of liquidity.

Restricted securities may be sold only in privately negotiated transactions or
in a public offering with respect to which a registration statement is in
effect under the Securities Act. Where registration is required, the Fund may
be obligated to pay all or part of the registration expenses and a considerable
period may elapse between the time of the decision to sell and the time the
Fund may be permitted to sell a security under an effective registration
statement. If, during such a period, adverse market conditions were to
develop, the Fund might obtain a less favorable price than prevailed when it
decided to sell. Restricted securities will be priced in accordance with
pricing procedures adopted by the Board of Directors of the Fund. If through
the appreciation of restricted securities or the depreciation of unrestricted
securities the Fund should be in a position where more than 15% of the value of
its net assets are invested in illiquid securities, including restricted
securities which are not readily

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<PAGE>

marketable (except for 144A Securities and 4(2) commercial paper deemed to be
liquid by the Advisor), the Fund will take such steps as is deemed advisable,
if any, to protect the liquidity of the Fund's portfolio.

The Fund may sell OTC options and, in connection therewith, segregate assets or
cover its obligations with respect to OTC options written by the Fund. The
assets used as cover for OTC options written by the Fund will be considered
illiquid unless the OTC options are sold to qualified dealers who agree that
the Fund may repurchase any OTC option it writes at a maximum price to be
calculated by a formula set forth in the option agreement. The cover for an
OTC option written subject to this procedure would be considered illiquid only
to the extent that the maximum repurchase price under the formula exceeds the
intrinsic value of the option.

LENDING OF PORTFOLIO SECURITIES

The Fund is authorized to lend up to 33 1/3% of the total value of its
portfolio securities to broker-dealers or institutional investors that the
Advisor deems qualified, but only when the borrower maintains with the Fund's
custodian bank collateral either in cash or money market instruments in an
amount at least equal to the market value of the securities loaned, plus
accrued interest and dividends, determined on a daily basis and adjusted
accordingly. Although the Fund is authorized to lend, the Fund does not
presently intend to engage in lending. In determining whether to lend
securities to a particular broker-dealer or institutional investor, the Advisor
will consider, and during the period of the loan will monitor, all relevant
facts and circumstances, including the creditworthiness of the borrower. The
Fund will retain authority to terminate any loans at any time. The Fund may
pay reasonable administrative and custodial fees in connection with a loan and
may pay a negotiated portion of the interest earned on the cash or money market
instruments held as collateral to the borrower or placing broker. The Fund
will receive reasonable interest on the loan or a flat fee from the borrower
and amounts equivalent to any dividends, interest or other distributions on the
securities loaned. The Fund will retain record ownership of loaned securities
to exercise beneficial rights, such as voting and subscription rights and
rights to dividends, interest or other distributions, when retaining such
rights is considered to be in the Fund's interest.

MATURITY

The Fund's average portfolio maturity represents an average based on the actual
stated maturity dates of the debt securities in the Fund's portfolio, except
that (1) variable-rate securities are deemed to mature at the next
interest-rate adjustment date, (2) debt securities with put features are deemed
to mature at the next put-exercise date, (3) the maturity of mortgage-backed
and certain other asset-backed securities is determined on an "expected life"
basis by the Advisor and (4) securities being hedged with futures contracts may
be deemed to have a longer maturity, in the case of purchases of futures
contracts, and a shorter maturity, in the case of sales of futures contracts,
than they would otherwise be deemed to have. In addition, a security that is
subject to redemption at the option of the issuer on a particular date ("call
date"), which is prior to the security's stated maturity, may be deemed to
mature on the call date rather than on its stated maturity date. The call date
of a security will be used to calculate average portfolio maturity when the
Advisor reasonably anticipates, based upon information available to it, that
the issuer will exercise its right to redeem the security. The average
portfolio maturity of the Fund is dollar-weighted based upon the market value
of the Fund's securities at the time of the calculation.

The Fund may utilize puts which are provided on a "best efforts" or similar
basis (a "soft put") to shorten the maturity of securities when the Advisor
reasonably believes, based upon information available to it at the time the
security is acquired, that the issuer of the put has or will have both the
willingness and the resources or creditworthiness to repurchase the securities
at the time the Fund exercises the put. Failure of a issuer to honor a soft
put may, depending on the specific put, have a variety of possible
consequences, including (a) an automatic extension of the put to a later date,
(b) the elimination of the put, in which case the effective maturity of the
security may be its final maturity date, or (c) a default of the security,
typically after the passage of a cure period. Should either the exercise date
of the put automatically extend or the put right be eliminated as a result of
the failure to honor a soft put, the affected security may include a provision
which adjusts the interest rate on the security to an amount intended to result
in the security being priced at par. However, not all securities have rate
reset provisions or, if they have such provisions, the reset rate may be capped
at a rate which would prevent the security from being priced at par.
Furthermore, it is possible that the interest rate may reset to a level which
increases the interest expense to the issuer by an amount which negatively
affects the credit quality of the security.

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MORTGAGE- AND ASSET-BACKED DEBT SECURITIES

Mortgage-backed securities represent direct or indirect participations in, or
are secured by and payable from, mortgage loans secured by real property, and
include single- and multi-class pass-through securities and collateralized
mortgage obligations. Such securities may be issued or guaranteed by U.S.
government agencies or instrumentalities, such as the Government National
Mortgage Association and the Federal National Mortgage Association, or by
private issuers, generally originators and investors in mortgage loans,
including savings associations, mortgage bankers, commercial banks, investment
bankers, and special purpose entities (collectively, "private lenders").
Mortgage-backed securities issued by private lenders may be supported by pools
of mortgage loans or other mortgage-backed securities that are guaranteed,
directly or indirectly, by the U.S. government or one of its agencies or
instrumentalities, or they may be issued without any governmental guarantee of
the underlying mortgage assets but with some form of non-governmental credit
enhancement.

Asset-backed securities have structural characteristics similar to
mortgage-backed securities. Asset-backed debt obligations represent direct or
indirect participation in, or are secured by and payable from, assets such as
motor vehicle installment sales contracts, other installment loan contracts,
home equity loans, leases of various types of property, and receivables from
credit card or other revolving credit arrangements. The credit quality of most
asset-backed securities depends primarily on the credit quality of the assets
underlying such securities, how well the entity issuing the security is
insulated from the credit risk of the originator or any other affiliated
entities, and the amount and quality of any credit enhancement of the
securities. Payments or distributions of principal and interest on
asset-backed debt obligations may be supported by non-governmental credit
enhancements including letters of credit, reserve funds, overcollateralization,
and guarantees by third parties. The market for privately issued asset-backed
debt obligations is smaller and less liquid than the market for government
sponsored mortgage-backed securities.

The rate of principal payment on mortgage- and asset-backed securities
generally depends on the rate of principal payments received on the underlying
assets which in turn may be affected by a variety of economic and other
factors. As a result, the yield on any mortgage- and asset-backed security is
difficult to predict with precision and actual yield to maturity may be more or
less than the anticipated yield to maturity. The yield characteristics of
mortgage- and asset-backed securities differ from those of traditional debt
securities. Among the principal differences are that interest and principal
payments are made more frequently on mortgage-and asset-backed securities,
usually monthly, and that principal may be prepaid at any time because the
underlying mortgage loans or other assets generally may be prepaid at any time.
As a result, if the Fund purchases these securities at a premium, a prepayment
rate that is faster than expected will reduce yield to maturity, while a
prepayment rate that is slower than expected will have the opposite effect of
increasing the yield to maturity. Conversely, if the Fund purchases these
securities at a discount, a prepayment rate that is faster than expected will
increase yield to maturity, while a prepayment rate that is slower than
expected will reduce yield to maturity. Amounts available for reinvestment by
the Fund are likely to be greater during a period of declining interest rates
and, as a result, are likely to be reinvested at lower interest rates than
during a period of rising interest rates. Accelerated prepayments on
securities purchased by the Fund at a premium also impose a risk of loss of
principal because the premium may not have been fully amortized at the time the
principal is prepaid in full. The market for privately issued mortgage- and
asset-backed securities is smaller and less liquid than the market for
government-sponsored mortgage-backed securities.

While many mortgage- and asset-backed securities are issued with only one class
of security, many are issued in more than one class, each with different
payment terms. Multiple class mortgage- and asset-backed securities are issued
for two main reasons. First, multiple classes may be used as a method of
providing credit support. This is accomplished typically through creation of
one or more classes whose right to payments on the security is made subordinate
to the right to such payments of the remaining class or classes. Second,
multiple classes may permit the issuance of securities with payment terms,
interest rates, or other characteristics differing both from those of each
other and from those of the underlying assets. Examples include so-called
"strips" (mortgage- and asset-backed securities entitling the holder to
disproportionate interests with respect to the allocation of interest and
principal of the assets backing the security), and securities with class or
classes having characteristics which mimic the characteristics of non-mortgage-
or asset-backed securities, such as floating interest rates (I.E., interest
rates which adjust as a specified benchmark changes) or scheduled amortization
of principal.

The Fund may invest in stripped mortgage- or asset-backed securities, which
receive differing proportions of the interest and principal payments from the
underlying assets. The market value of such securities generally is more
sensitive to changes in prepayment and interest rates than is the case with
traditional mortgage- and asset-backed securities, and in some cases such
market value may be extremely volatile. With respect to certain stripped
securities, such as interest only and principal only

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<PAGE>

classes, a rate of prepayment that is faster or slower than anticipated may
result in the Fund failing to recover all or a portion of its investment, even
though the securities are rated investment grade.

Mortgage- and asset-backed securities backed by assets, other than as described
above, or in which the payment streams on the underlying assets are allocated
in a manner different than those described above may be issued in the future.
The Fund may invest in such securities if such investment is otherwise
consistent with its investment objectives and policies and with the investment
restrictions of the Fund.

MUNICIPAL OBLIGATIONS

IN GENERAL. Municipal obligations are debt obligations issued by or on behalf
of states, territories, and possessions of the United States and the District
of Columbia and their political subdivisions, agencies, and instrumentalities.
Municipal obligations generally include debt obligations issued to obtain funds
for various public purposes. Certain types of municipal obligations are issued
in whole or in part to obtain funding for privately operated facilities or
projects. Municipal obligations include general obligation bonds, revenue
bonds, industrial development bonds, notes, and municipal lease obligations.
Municipal obligations also include obligations, the interest on which is exempt
from federal income tax, that may become available in the future as long as the
Board of Directors of the Fund determines that an investment in any such type
of obligation is consistent with the Fund's investment objective.

BONDS AND NOTES. General obligation bonds are secured by the issuer's pledge of
its full faith, credit, and taxing power for the payment of interest and
principal. Revenue bonds are payable only from the revenues derived from a
project or facility or from the proceeds of a specified revenue source.
Industrial development bonds are generally revenue bonds secured by payments
from and the credit of private users. Municipal notes are issued to meet the
short-term funding requirements of state, regional, and local governments.
Municipal notes include tax anticipation notes, bond anticipation notes,
revenue anticipation notes, tax and revenue anticipation notes, construction
loan notes, short-term discount notes, tax-exempt commercial paper, demand
notes, and similar instruments.

LEASE OBLIGATIONS. Municipal lease obligations may take the form of a lease, an
installment purchase, or a conditional sales contract. They are issued by state
and local governments and authorities to acquire land, equipment, and
facilities, such as state and municipal vehicles, telecommunications and
computer equipment, and other capital assets. The Fund may purchase these
obligations directly, or it may purchase participation interests in such
obligations. (See "Participation Interests" below.) Municipal leases are
generally subject to greater risks than general obligation or revenue bonds.
State constitutions and statutes set forth requirements that states or
municipalities must meet in order to issue municipal obligations. Municipal
leases may contain a covenant by the state or municipality to budget for,
appropriate, and make payments due under the obligation. Certain municipal
leases may, however, contain "non-appropriation" clauses which provide that the
issuer is not obligated to make payments on the obligation in future years
unless funds have been appropriated for this purpose each year. Accordingly,
such obligations are subject to "non-appropriation" risk. While municipal
leases are secured by the underlying capital asset, it may be difficult to
dispose of any such asset in the event of non-appropriation or other default.

MORTGAGE-BACKED BONDS. The Fund's investments in municipal obligations may
include mortgage-backed municipal obligations, which are a type of municipal
security issued by a state, authority, or municipality to provide financing for
residential housing mortgages to target groups, generally low-income
individuals who are first-time home buyers. The Fund's interest, evidenced by
such obligations, is an undivided interest in a pool of mortgages. Payments
made on the underlying mortgages and passed through to the Fund will represent
both regularly scheduled principal and interest payments. The Fund may also
receive additional principal payments representing prepayments of the
underlying mortgages. While a certain level of prepayments can be expected,
regardless of the interest rate environment, it is anticipated that prepayment
of the underlying mortgages will accelerate in periods of declining interest
rates. In the event that the Fund receives principal prepayments in a declining
interest-rate environment, its reinvestment of such funds may be in bonds with
a lower yield.

PARTICIPATION INTERESTS

A participation interest gives the Fund an undivided interest in a municipal
obligation in the proportion that the Fund's participation interest bears to
the principal amount of the obligation. These instruments may have fixed,
floating, or variable rates of interest. The Fund will only purchase
participation interests if accompanied by an opinion of counsel that the
interest earned on the underlying municipal obligations will be tax-exempt. If
the Fund purchases unrated participation interests, the Board of

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<PAGE>

Directors or its delegate must have determined that the credit risk is
equivalent to the rated obligations in which the Fund may invest. Participation
interests may be backed by a letter of credit or guaranty of the selling
institution. When determining whether such a participation interest meets the
Fund's credit quality requirements, the Fund may look to the credit quality of
any financial guarantor providing a letter of credit or guaranty.

REPURCHASE AGREEMENTS

The Fund may enter into repurchase agreements with certain banks or non-bank
dealers. In a repurchase agreement, the Fund buys a security at one price, and
at the time of sale, the seller agrees to repurchase the obligation at a
mutually agreed upon time and price (usually within seven days). The
repurchase agreement, thereby, determines the yield during the purchaser's
holding period, while the seller's obligation to repurchase is secured by the
value of the underlying security. The Advisor will monitor, on an ongoing
basis, the value of the underlying securities to ensure that the value always
equals or exceeds the repurchase price plus accrued interest. Repurchase
agreements could involve certain risks in the event of a default or insolvency
of the other party to the agreement, including possible delays or restrictions
upon the Fund's ability to dispose of the underlying securities. Although no
definitive creditworthiness criteria are used, the Advisor reviews the
creditworthiness of the banks and non-bank dealers with which the Fund enters
into repurchase agreements to evaluate those risks. The Fund may, under
certain circumstances, deem repurchase agreements collateralized by U.S.
government securities to be investments in U.S. government securities.

REVERSE REPURCHASE AGREEMENTS AND MORTGAGE DOLLAR ROLLS

The Fund may engage in reverse repurchase agreements to facilitate portfolio
liquidity, a practice common in the mutual fund industry, or for arbitrage
transactions as discussed below. In a reverse repurchase agreement, the Fund
would sell a security and enter into an agreement to repurchase the security at
a specified future date and price. The Fund generally retains the right to
interest and principal payments on the security. Since the Fund receives cash
upon entering into a reverse repurchase agreement, it may be considered a
borrowing. When required by guidelines of the SEC, the Fund will set aside
permissible liquid assets in a segregated account to secure its obligations to
repurchase the security.

The Fund may also enter into mortgage dollar rolls, in which the Fund would
sell mortgage-backed securities for delivery in the current month and
simultaneously contract to purchase substantially similar securities on a
specified future date. While the Fund would forego principal and interest paid
on the mortgage-backed securities during the roll period, the Fund would be
compensated by the difference between the current sales price and the lower
price for the future purchase as well as by any interest earned on the proceeds
of the initial sale. The Fund also could be compensated through the receipt of
fee income equivalent to a lower forward price. At the time the Fund would
enter into a mortgage dollar roll, it would set aside permissible liquid assets
in a segregated account to secure its obligation for the forward commitment to
buy mortgage-backed securities. Mortgage dollar roll transactions may be
considered a borrowing by the Fund.

The mortgage dollar rolls and reverse repurchase agreements entered into by the
Fund may be used as arbitrage transactions in which the Fund will maintain an
offsetting position in investment grade debt obligations or repurchase
agreements that mature on or before the settlement date on the related mortgage
dollar roll or reverse repurchase agreements. Since the Fund will receive
interest on the securities or repurchase agreements in which it invests the
transaction proceeds, such transactions may involve leverage. However, since
such securities or repurchase agreements will be high quality and will mature
on or before the settlement date of the mortgage dollar roll or reverse
repurchase agreement, the Advisor believes that such arbitrage transactions do
not present the risks to the Fund that are associated with other types of
leverage.

SECTOR CONCENTRATION

From time to time, the Fund may invest 25% or more of its assets in municipal
bonds that are related in such a way that an economic, business, or political
development or change affecting one such security could also affect the other
securities (for example, securities whose issuers are located in the same
state). Such related sectors may include hospitals, retirement centers,
pollution control, single family housing, multiple family housing, industrial
development, utilities, education, and general obligation bonds. The Fund also
may invest 25% or more of its assets in municipal bonds whose issuers are
located in the same state. Such states may include California, Pennsylvania,
Texas, New York, Florida, and Illinois.

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<PAGE>

SHORT SALES

The Fund may sell securities short (1) to hedge unrealized gains on portfolio
securities or (2) if it covers such short sale with liquid assets as required
by the current rules and positions of the SEC or its staff. Selling securities
short against the box involves selling a security that the Fund owns or has the
right to acquire, for delivery at a specified date in the future. If the Fund
sells securities short against the box, it may protect unrealized gains, but
will lose the opportunity to profit on such securities if the price rises.

STANDBY COMMITMENTS

In order to facilitate portfolio liquidity, the Fund may acquire standby
commitments from brokers, dealers, or banks with respect to securities in its
portfolio. Standby commitments entitle the holder to achieve same-day
settlement and receive an exercise price equal to the amortized cost of the
underlying security plus accrued interest. Standby commitments generally
increase the cost of the acquisition of the underlying security, thereby
reducing the yield. Standby commitments are subject to the issuer's ability to
fulfill its obligation upon demand. Although no definitive creditworthiness
criteria are used, the Advisor reviews the creditworthiness of the brokers,
dealers, and banks from which the Fund obtains standby commitments to evaluate
those risks.

TAXABLE SECURITIES

From time to time when the Advisor deems it appropriate, the Fund may invest up
to 20% of its net assets on a temporary basis in taxable investments (of
comparable quality to their respective tax-free investments), which would
produce interest not exempt from federal income tax, including among others:
(1) obligations issued or guaranteed, as to principal and interest, by the
United States government, its agencies, or instrumentalities; (2) obligations
of financial institutions, including banks, savings and loan institutions,
insurance companies and mortgage banks, such as certificates of deposit,
bankers' acceptances, and time deposits; (3) corporate obligations, including
preferred stock and commercial paper, with equivalent credit quality to the
municipal securities in which the Fund may invest; and (4) repurchase
agreements with respect to any of the foregoing instruments. For example, the
Fund may invest in such taxable investments pending the investment or
reinvestment of such assets in municipal securities, in order to avoid the
necessity of liquidating portfolio securities to satisfy redemptions or pay
expenses, or when such action is deemed to be in the interest of the Fund's
shareholders. In addition, the Fund may invest up to 100% of its total assets
in private activity bonds, the interest on which is a tax-preference item for
taxpayers subject to the federal alternative minimum tax.

TEMPORARY DEFENSIVE POSITION

When the Advisor determines that market conditions warrant a temporary
defensive position, the Fund may invest without limitation in cash and
short-term fixed income securities, including U.S. government securities,
commercial paper, banker's acceptances, certificates of deposit, and time
deposits.

U.S. GOVERNMENT SECURITIES

U.S. government securities are issued or guaranteed by the U.S. government or
its agencies or instrumentalities. Securities issued by the government include
U.S. Treasury obligations, such as Treasury bills, notes, and bonds. Securities
issued by government agencies or instrumentalities include obligations of the
following:
- - the Federal Housing Administration, Farmers Home Administration,
Export-Import Bank of the United States, Small Business Administration, and
the Government National Mortgage Association ("GNMA"), including GNMA
pass-through certificates, whose securities are supported by the full faith
and credit of the United States;
- - the Federal Home Loan Banks, Federal Intermediate Credit Banks, and the
Tennessee Valley Authority, whose securities are supported by the right of
the agency to borrow from the U.S. Treasury;
- - the Federal National Mortgage Association, whose securities are supported by
the discretionary authority of the U.S. government to purchase certain
obligations of the agency or instrumentality; and
- - the Student Loan Marketing Association, the Interamerican Development Bank,
and International Bank for Reconstruction and Development, whose securities
are supported only by the credit of such agencies.

20
<PAGE>

Although the U.S. government provides financial support to such U.S.
government-sponsored agencies or instrumentalities, no assurance can be given
that it will always do so. The U.S. government and its agencies and
instrumentalities do not guarantee the market value of their securities;
consequently, the value of such securities will fluctuate.

VARIABLE- OR FLOATING-RATE SECURITIES

The Fund may invest in securities which offer a variable- or floating-rate of
interest. Variable-rate securities provide for automatic establishment of a
new interest rate at fixed intervals (E.G., daily, monthly, semi-annually,
etc.). Floating-rate securities generally provide for automatic adjustment of
the interest rate whenever some specified interest rate index changes. The
interest rate on variable- or floating-rate securities is ordinarily
determined by reference to or is a percentage of a bank's prime rate, the
90-day U.S. Treasury bill rate, the rate of return on commercial paper or bank
certificates of deposit, an index of short-term interest rates, or some other
objective measure.

Variable- or floating-rate securities frequently include a demand feature
entitling the holder to sell the securities to the issuer at par. In many
cases, the demand feature can be exercised at any time on seven days notice;
in other cases, the demand feature is exercisable at any time on 30 days
notice or on similar notice at intervals of not more than one year. Some
securities which do not have variable or floating interest rates may be
accompanied by puts producing similar results and price characteristics. When
considering the maturity of any instrument which may be sold or put to the
issuer or a third party, the Fund may consider that instrument's maturity to
be shorter than its stated maturity.

Variable-rate demand notes include master demand notes which are obligations
that permit the Fund to invest fluctuating amounts, which may change daily
without penalty, pursuant to direct arrangements between the Fund, as lender,
and the borrower. The interest rates on these notes fluctuate from time to
time. The issuer of such obligations normally has a corresponding right,
after a given period, to prepay in its discretion the outstanding principal
amount of the obligations plus accrued interest upon a specified number of
days notice to the holders of such obligations. The interest rate on a
floating-rate demand obligation is based on a known lending rate, such as a
bank's prime rate, and is adjusted automatically each time such rate is
adjusted. The interest rate on a variable-rate demand obligation is adjusted
automatically at specified intervals. Frequently, such obligations are
secured by letters of credit or other credit support arrangements provided by
banks. Because these obligations are direct lending arrangements between the
lender and borrower, it is not contemplated that such instruments will
generally be traded. There generally is not an established secondary market
for these obligations, although they are redeemable at face value.
Accordingly, where these obligations are not secured by letters of credit or
other credit support arrangements, the Fund's right to redeem is dependent on
the ability of the borrower to pay principal and interest on demand. Such
obligations frequently are not rated by credit rating agencies and, if not so
rated, the Fund may invest in them only if the Advisor determines that at the
time of investment the obligations are of comparable quality to the other
obligations in which the Fund may invest. The Advisor, on behalf of the Fund,
will consider on an ongoing basis the creditworthiness of the issuers of the
floating- and variable-rate demand obligations in the Fund's portfolio.

The Fund will not invest more than 15% of its net assets (10% for money market
funds) in variable- and floating-rate demand obligations that are not readily
marketable (a variable- or floating-rate demand obligation that may be
disposed of on not more than seven days notice will be deemed readily
marketable and will not be subject to this limitation). In addition, each
variable- or floating-rate obligation must meet the credit quality
requirements applicable to all the Fund's investments at the time of purchase.
When determining whether such an obligation meets the Fund's credit quality
requirements, the Fund may look to the credit quality of the financial
guarantor providing a letter of credit or other credit support arrangement.

In determining the Fund's weighted average portfolio maturity, the Fund will
consider a floating- or variable-rate security to have a maturity equal to its
stated maturity (or redemption date if it has been called for redemption),
except that it may consider (1) variable-rate securities to have a maturity
equal to the period remaining until the next readjustment in the interest
rate, unless subject to a demand feature, (2) variable-rate securities subject
to a demand feature to have a remaining maturity equal to the longer of (a)
the next readjustment in the interest rate or (b) the period remaining until
the principal can be recovered through demand, and (3) floating-rate
securities subject to a demand feature to have a maturity equal to the period
remaining until the principal can be recovered through demand. Variable- and
floating-rate securities generally are subject to less principal fluctuation
than securities without these attributes since the securities usually trade at
amortized cost following the readjustment in the interest rate.

21
<PAGE>

WHEN-ISSUED AND DELAYED-DELIVERY SECURITIES

The Fund may purchase securities on a when-issued or delayed-delivery basis.
The price of debt obligations so purchased, which may be expressed in yield
terms, generally is fixed at the time the commitment to purchase is made, but
delivery and payment for the securities take place at a later date. During
the period between the purchase and settlement, no payment is made by the Fund
to the issuer and no interest on the debt obligations accrues to the Fund.
Forward commitments involve a risk of loss if the value of the security to be
purchased declines prior to the settlement date, which risk is in addition to
the risk of decline in value of the Fund's other assets. While when-issued
and delayed-delivery securities may be sold prior to the settlement date, the
Fund intends to purchase such securities with the purpose of actually
acquiring them unless a sale appears desirable for investment reasons. At the
time the Fund makes the commitment to purchase these types of securities, it
will record the transaction and reflect the value of the security in
determining its net asset value. The Fund does not believe that its net asset
value will be adversely affected by these types of securities purchases.

To the extent required by the SEC, the Fund will maintain cash and marketable
securities equal in value to commitments for when-issued or delayed-delivery
securities. Such segregated securities either will mature or, if necessary,
be sold on or before the settlement date. When the time comes to pay for
when-issued or delayed-delivery securities, the Fund will meet its obligations
from then-available cash flow, sale of the securities held in the separate
account, described above, sale of other securities or, although it would not
normally expect to do so, from the sale of the when-issued or delayed-delivery
securities themselves (which may have a market value greater or less than the
Fund's payment obligation).

ZERO-COUPON, STEP-COUPON, AND PAY-IN-KIND SECURITIES

The Fund may invest in zero-coupon, step-coupon, and pay-in-kind securities.
These securities are debt securities that do not make regular cash interest
payments. Zero-coupon and step-coupon securities are sold at a deep discount
to their face value. Pay-in-kind securities pay interest through the issuance
of additional securities. Because such securities do not pay current cash
income, the price of these securities can be volatile when interest rates
fluctuate. While these securities do not pay current cash income, federal
income tax law requires the holders of zero-coupon, step-coupon, and
pay-in-kind securities to include in income each year the portion of the
original issue discount (or deemed discount) and other non-cash income on such
securities accruing that year. In order to continue to qualify as a
"regulated investment company" or "RIC" under the IRC and avoid a certain
excise tax, the Fund may be required to distribute a portion of such discount
and income and may be required to dispose of other portfolio securities, which
may occur in periods of adverse market prices, in order to generate cash to
meet these distribution requirements.

DIRECTORS AND OFFICERS

The Board of Directors of the Fund is responsible for managing the Fund's
business and affairs. Directors and officers of the Fund, together with
information as to their principal business occupations during the last five
years, and other information are shown below. Each director who is deemed an
"interested person," as defined in the 1940 Act, is indicated by an asterisk
(*). Each officer and director holds the same position with the 27 registered
open-end management investment companies consisting of 56 mutual funds
("Strong Funds"). The Strong Funds, in the aggregate, pay each Director who
is not a director, officer, or employee of the Advisor, or any affiliated
company (a "disinterested director") an annual fee of $86,000 plus $6,000 per
Board meeting, except for the Chairman of the Independent Directors Committee.
The Chairman of the Independent Directors Committee receives an annual fee of
$94,600 plus $6,600 per Board meeting. In addition, each disinterested
director is reimbursed by the Strong Funds for travel and other expenses
incurred in connection with attendance at such meetings. Other officers and
directors of the Strong Funds receive no compensation or expense reimbursement
from the Strong Funds.

*RICHARD S. STRONG (DOB 5/12/42), Director and Chairman of the Board of the
Strong Funds.

Prior to August 1985, Mr. Strong was Chief Executive Officer of the Advisor,
which he founded in 1974. Since August 1985, Mr. Strong has been a Security
Analyst and Portfolio Manager of the Advisor. In October 1991, Mr. Strong also
became the Chairman of the Advisor. Mr. Strong is a Director of the Advisor.
Mr. Strong has been in the investment management business since 1967.

22
<PAGE>

MARVIN E. NEVINS (DOB 7/9/18), Director of the Strong Funds.

Private Investor. From 1945 to 1980, Mr. Nevins was Chairman of Wisconsin
Centrifugal Inc., a foundry. From 1980 until 1981, Mr. Nevins was the Chairman
of the Wisconsin Association of Manufacturers & Commerce. He has been a
Director of A-Life Medical, Inc., San Diego, CA since 1996 and Surface Systems,
Inc. (a weather information company), St. Louis, MO since 1992. He was also a
regent of the Milwaukee School of Engineering and a member of the Board of
Trustees of the Medical College of Wisconsin and Carroll College.

WILLIE D. DAVIS (DOB 7/24/34), Director of the Strong Funds.

Mr. Davis has been Director of Alliance Bank since 1980, Sara Lee Corporation
(a food/consumer products company) since 1983, KMart Corporation (a discount
consumer products company) since 1985, Dow Chemical Company since 1988, MGM
Grand, Inc. (an entertainment/hotel company) since 1990, WICOR, Inc. (a utility
company) since 1990, Johnson Controls, Inc. (an industrial company) since 1992,
and Checker's Hamburger, Inc. since 1994, and MGM, Inc. (an entertainment
company) since 1998. Mr. Davis has been a trustee of the University of Chicago
since 1980 and Marquette University since 1988. Since 1977, Mr. Davis has been
President and Chief Executive Officer of All Pro Broadcasting, Inc. Mr. Davis
was a Director of the Fireman's Fund (an insurance company) from 1975 until
1990.

STANLEY KRITZIK (DOB 1/9/30), Director of the Strong Funds.

Mr. Kritzik has been a Partner of Metropolitan Associates since 1962, a
Director of Aurora Health Care since 1987, and Health Network Ventures, Inc.
since 1992.

WILLIAM F. VOGT (DOB 7/19/47), Director and Chairman of the Independent
Directors Committee of the Strong Funds.

Mr. Vogt has been the President of Vogt Management Consulting, Inc. since 1990.
From 1982 until 1990, he served as Executive Director of University Physicians
of the University of Colorado. Mr. Vogt is the Past President of the Medical
Group Management Association and a Fellow of the American College of Medical
Practice Executives.

NEAL MALICKY (DOB 9/14/34), Director of the Strong Funds.

Mr. Malicky has been Chancellor at Baldwin-Wallace College since July 1999.
From 1981 to July 1999, he served as President of Baldwin-Wallace College. He
is a Trustee of Southwest Community Health Systems, Cleveland Scholarship
Program, and The National Conference for Community Justice (NCCJ). He is also
the Past President of the National Association of Schools and Colleges of the
United Methodist Church, the Past Chairperson of the Association of Independent
Colleges and Universities of Ohio, and the Past Secretary of the National
Association of Independent Colleges and Universities.

STEPHEN J. SHENKENBERG (DOB 6/14/58), Vice President and Secretary of the
Strong Funds.

Mr. Shenkenberg has been Deputy General Counsel of the Advisor since November
1996. From December 1992 until November 1996, Mr. Shenkenberg acted as
Associate Counsel to the Advisor. From June 1987 until December 1992, Mr.
Shenkenberg was an attorney for Godfrey & Kahn, S.C., a Milwaukee law firm.

JOHN S. WEITZER (DOB 10/31/67), Vice President of the Strong Funds.

Mr. Weitzer has been Senior Counsel of the Advisor since December 1997. From
July 1993 until December 1997, Mr. Weitzer acted as Associate Counsel to the
Advisor.

23
<PAGE>

THOMAS M. ZOELLER (DOB 2/21/64), Vice President of the Strong Funds.

Mr. Zoeller has been Senior Vice President, Chief Financial Officer, Treasurer
and Controller of the Advisor since February 1998 and a member of the Office of
the Chief Executive since November 1998. From October 1991 to February 1998,
Mr. Zoeller was the Treasurer and Controller of the Advisor, and from August
1991 to October 1991 he was the Controller. From August 1989 to August 1991,
Mr. Zoeller was the Assistant Controller of the Advisor. From September 1986
to August 1989, Mr. Zoeller was a Senior Accountant at Arthur Anderson & Co.

DENNIS A. WALLESTAD (DOB 11/3/62), Vice President of the Strong Funds.

Mr. Wallestad has been Director of Finance and Operations of the Advisor since
February 1999. From April 1997 to February 1999, Mr. Wallestad was the Chief
Financial Officer of The Ziegler Companies, Inc. From November 1996 to April
1997, Mr. Wallestad was the Chief Administrative Officer of Calamos Asset
Management, Inc. From July 1994 to November 1996, Mr. Wallestad was Chief
Financial Officer for Firstar Trust and Investments Group. From September 1991
to June 1994 and from September 1985 to August 1989, Mr. Wallestad was an Audit
Manager for Arthur Andersen & Co., LLP in Milwaukee. Mr. Wallestad completed a
Masters of Accountancy from the University of Oklahoma from September 1989 to
August 1991.

JOHN W. WIDMER (DOB 1/19/65), Treasurer of the Strong Funds.

Mr. Widmer has been Manager of Financial Management and Sales Reporting
Systems since May 1997. From May 1992 to May 1997, Mr. Widmer was an
Accounting and Business Advisory Manager in the Milwaukee office of Arthur
Andersen LLP. From June 1987 to May 1992, Mr. Widmer was an accountant at
Arthur Andersen LLP.

RHONDA K. HAIGHT (DOB 11/13/64), Assistant Treasurer of the Strong Funds.

Ms. Haight has been Manager of the Mutual Fund Accounting Department of the
Advisor since January 1994. From May 1990 to January 1994, Ms. Haight was a
supervisor in the Mutual Fund Accounting Department of the Advisor. From June
1987 to May 1990, Ms. Haight was a Mutual Fund Accountant of the Advisor.

Except for Messrs. Nevins, Davis, Kritzik, Vogt, and Malicky, the address of
all of the above persons is P.O. Box 2936, Milwaukee, Wisconsin 53201. Mr.
Nevins' address is 6075 Pelican Bay Boulevard #1006, Naples, Florida 34108.
Mr. Davis' address is 161 North La Brea, Inglewood, California 90301. Mr.
Kritzik's address is 1123 North Astor Street, P.O. Box 92547, Milwaukee,
Wisconsin 53202-0547. Mr. Vogt's address is 2830 East Third Avenue, Denver,
Colorado 80206. Mr. Malicky's address is 518 Bishops Place, Berea, OH 44017.

Unless otherwise noted below, as of January 31, 2000, the officers and
directors of the Fund in the aggregate beneficially owned less than 1% of the
Fund's then outstanding shares. The Advisor Class shares of the Fund were not
offered for sale until February 29, 2000.

<TABLE>
<CAPTION>
<S> <C> <C>
FUND SHARES PERCENT
- ------------------------------------ ---------------------- -----------
High-Yield Municipal Bond Fund 61,995,402 1.03%
Municipal Bond Fund` 38,084,567 1.60%
Short-Term High Yield Municipal Fund 26,279,963 8.10%
Short-Term Municipal Bond Fund 33,430,950 2.53%
</TABLE>

PRINCIPAL SHAREHOLDERS

Unless otherwise noted below, as of January 31, 2000, no persons owned of
record or are known to own of record or beneficially more than 5% of the Fund's
then outstanding shares. The Advisor Class shares of the Fund were not offered
for sale until February 29, 2000.

NAME AND ADDRESS FUND/SHARES PERCENT
- ---------------- -------------- -------

</TABLE>

24
<PAGE>

INVESTMENT ADVISOR

The Fund has entered into an Advisory Agreement with Strong Capital
Management, Inc. ("Advisor"). Mr. Strong controls the Advisor due to his
stock ownership of the Advisor. Mr. Strong is the Chairman and a Director of
the Advisor, Mr. Zoeller is Senior Vice President and Chief Financial Officer
of the Advisor, Mr. Shenkenberg is Vice President, Secretary, and Deputy
General Counsel of the Advisor, Mr. Weitzer is Senior Counsel of the Advisor,
Mr. Widmer is Treasurer and Manager of Financial Management & Sales Reporting
Systems of the Advisor, and Ms. Haight is Assistant Treasurer and Manager of
the Mutual Fund Accounting Department of the Advisor. As of January 31, 2000,
the Advisor had over $__ billion under management.

The Advisory Agreement is required to be approved annually by either the Board
of Directors of the Fund or by vote of a majority of the Fund's outstanding
voting securities (as defined in the 1940 Act). In either case, each annual
renewal must be approved by the vote of a majority of the Fund's directors who
are not parties to the Advisory Agreement or interested persons of any such
party, cast in person at a meeting called for the purpose of voting on such
approval. The Advisory Agreement is terminable, without penalty, on 60 days
written notice by the Board of Directors of the Fund, by vote of a majority of
the Fund's outstanding voting securities, or by the Advisor, and will
terminate automatically in the event of its assignment.

Under the terms of the Advisory Agreement, the Advisor manages the Fund's
investments subject to the supervision of the Fund's Board of Directors. The
Advisor is responsible for investment decisions and supplies investment
research and portfolio management. The Advisory Agreement authorizes the
Advisor to delegate its investment advisory duties to a subadvisor in
accordance with a written agreement under which the subadvisor would furnish
such investment advisory services to the Advisor. In that situation, the
Advisor continues to have responsibility for all investment advisory services
furnished by the subadvisor under the subadvisory agreement. At its expense,
the Advisor provides office space and all necessary office facilities,
equipment and personnel for servicing the investments of the Fund. The
Advisor places all orders for the purchase and sale of the Fund's portfolio
securities at the Fund's expense.

Except for expenses assumed by the Advisor, as set forth above, or by Strong
Investments, Inc. with respect to the distribution of the Fund's shares, the
Fund is responsible for all its other expenses, including, without limitation,
interest charges, taxes, brokerage commissions, and similar expenses; expenses
of issue, sale, repurchase or redemption of shares; expenses of registering or
qualifying shares for sale with the states and the SEC; expenses for printing
and distribution of prospectuses to existing shareholders; charges of
custodians (including fees as custodian for keeping books and similar services
for the Fund), transfer agents (including the printing and mailing of reports
and notices to shareholders), registrars, auditing and legal services, and
clerical services related to recordkeeping and shareholder relations; printing
of stock certificates; fees for directors who are not "interested persons" of
the Advisor; expenses of indemnification; extraordinary expenses; and costs of
shareholder and director meetings.

On February __, 2000, the Board of Directors of the Fund determined that
certain administrative services provided by the Advisor under the then current
Advisory Agreement should be provided pursuant to a separate administration
agreement, which would more clearly delineate the nature of the administrative
services to be provided and the cost to the Fund associated with those
administrative services. The Board of Directors also approved an amendment to
the Advisory Agreement ("Amended Advisory Agreement") that would remove all
references in the Advisory Agreement regarding the provision of administrative
services and approved the adoption of a separate Administration Agreement with
the Advisor. The specific terms of the new Administration Agreement are
described below. The advisory and administrative services that will be
provided under the Amended Advisory Agreement and the new Administration
Agreement for the then existing class of shares will be, at a minimum, the
same services as those provided under the then current Advisory Agreement for
the then existing class of shares, the quality of those services will remain
the same, and the personnel performing such services will remain the same.

As a result of these arrangements, the annual advisory fee paid by each Fund
has been reduced by 0.25% of the average daily net asset value of the Fund,
effective February 29, 2000. In no event will the fees under the
Administrative Agreement for the Investor Class shares of these Funds exceed
0.25% of the average daily net asset value of the Fund.

25
<PAGE>

The Advisor Class shares of the Fund were not affected by the new advisory and
administrative arrangements because those classes of shares were first offered
for sale on February 29, 2000.

As compensation for its advisory services, the Fund pays to the Advisor a
monthly management fee at the annual rate specified below of the average daily
net asset value of the Fund. From time to time, the Advisor may voluntarily
waive all or a portion of its management fee for the Fund.

<TABLE>
<CAPTION>
<S> <C> <C>
FUND CURRENT ANNUAL RATE
ANNUAL RATE PRIOR TO 2/29/00
- ------- ---------------------------------------------
High-Yield Municipal 0.35% 0.60%
Bond Fund
Municipal Bond Fund 0.35% 0.60%
Short-Term High Yield 0.35% 0.60%
Municipal Fund
Short-Term Municipal 0.25% 0.50%
Bond Fund
</TABLE>

The Fund paid the following management fees for the time periods indicated:

Management Fee
FISCAL YEAR ENDED MANAGEMENT FEE ($) WAIVER ($) AFTER WAIVER ($)

High-Yield Municipal Bond Fund

8/31/97 1,668,563 0 1,668,563
8/31/98 2,989,819 0 2,989,819
8/31/99 3,859,214 0 3,859,214

Municipal Bond Fund

8/31/97 1,386,365 0 1,386,365
8/31/98 1,525,080 0 1,525,080
8/31/99 2,168,588 0 2,168,588

Short-Term Municipal Bond Fund

8/31/97 733,129 0 733,129
8/31/98 942,734 0 942,734
8/31/99 1,379,237 0 1,379,237

26
<PAGE>

Short-Term High Yield Municipal Fund

8/31/98(1) 187,415 164,129 23,286
8/31/99 880,013 458,998 421,015

(1) For the nine-month fiscal period ended August 31, 1998.

The organizational expenses for the Fund which were advanced by the Advisor
and which will be reimbursed by the Fund over a period of not more than 60
months from the Fund's date of inception are listed below.

NAME OF FUND ORGANIZATIONAL EXPENSES

Short-Term High Yield Municipal Fund $6,104

The Advisory Agreement requires the Advisor to reimburse the Fund in the event
that the expenses and charges payable by the Fund in any fiscal year,
including the management fee but excluding taxes, interest, brokerage
commissions, and similar fees and to the extent permitted extraordinary
expenses, exceed two percent (2%) of the average net asset value of the Fund
for such year, as determined by valuations made as of the close of each
business day of the year. Reimbursement of expenses in excess of the
applicable limitation will be made on a monthly basis and will be paid to the
Fund by reduction of the Advisor's fee, subject to later adjustment, month by
month, for the remainder of the Fund's fiscal year. The Advisor may from time
to time voluntarily absorb expenses for the Fund in addition to the
reimbursement of expenses in excess of applicable limitations.

On July 12, 1994, the SEC filed an administrative action ("Order") against the
Advisor, Mr. Strong, and another employee of the Advisor in connection with
conduct that occurred between 1987 and early 1990. In re Strong/Corneliuson
Capital Management, Inc., et al. Admin. Proc. File No. 3-8411. The proceeding
was settled by consent without admitting or denying the allegations in the
Order. The Order found that the Advisor and Mr. Strong aided and abetted
violations of Section 17(a) of the 1940 Act by effecting trades between mutual
funds, and between mutual funds and Harbour Investments Ltd. ("Harbour"),
without complying with the exemptive provisions of SEC Rule 17a-7 or otherwise
obtaining an exemption. It further found that the Advisor violated, and Mr.
Strong aided and abetted violations of, the disclosure provisions of the 1940
Act and the Investment Advisers Act of 1940 by misrepresenting the Advisor's
policy on personal trading and by failing to disclose trading by Harbour, an
entity in which principals of the Advisor owned between 18 and 25 percent of
the voting stock. As part of the settlement, the respondents agreed to a
censure and a cease and desist order and the Advisor agreed to various
undertakings, including adoption of certain procedures and a limitation for
six months on accepting certain types of new advisory clients.

On June 6, 1996, the Department of Labor ("DOL") filed an action against the
Advisor for equitable relief alleging violations of the Employee Retirement
Income Security Act of 1974 ("ERISA") in connection with cross trades that
occurred between 1987 and late 1989 involving certain pension accounts managed
by the Advisor. Contemporaneous with this filing, the Advisor, without
admitting or denying the DOL's allegations, agreed to the entry of a consent
judgment resolving all matters relating to the allegations. Reich v. Strong
Capital Management, Inc., (U.S.D.C. E.D. WI) ("Consent Judgment"). Under the
terms of the Consent Judgment, the Advisor agreed to reimburse the affected
accounts a total of $5.9 million. The settlement did not have any material
impact on the Advisor's financial position or operations.

The Fund and the Advisor have adopted a Code of Ethics ("Code") which governs
the personal trading activities of all "Access Persons" of the Advisor.
Access Persons include every director and officer of the Advisor and the
investment companies managed by the Advisor, including the Fund, as well as
certain employees of the Advisor who have access to information relating to
the purchase or sale of securities by the Advisor on behalf of accounts
managed by it. The Code is based upon the principal that such Access Persons
have a fiduciary duty to place the interests of the Fund and the Advisor 's
other clients ahead of their own.

The Code requires Access Persons (other than Access Persons who are
independent directors of the investment companies managed by the Advisor,
including the Fund) to, among other things, preclear their securities
transactions (with limited

27
<PAGE>

exceptions, such as transactions in shares of mutual funds, direct obligations
of the U.S. government, and certain options on broad-based securities market
indexes) and to execute such transactions through the Advisor's trading
department. The Code, which applies to all Access Persons (other than Access
Persons who are independent directors of the investment companies managed by
the Advisor, including the Fund), includes a ban on acquiring any securities in
an initial public offering, other than a new offering of a registered open-end
investment company, and a prohibition from profiting on short-term trading in
securities. In addition, no Access Person may purchase or sell any security
which is contemporaneously being purchased or sold, or to the knowledge of the
Access Person, is being considered for purchase or sale, by the Advisor on
behalf of any mutual fund or other account managed by it. Finally, the Code
provides for trading "black out" periods of seven calendar days during which
time Access Persons who are portfolio managers may not trade in securities
which have been purchased or sold by any mutual fund or other account managed
by the portfolio manager.

The Advisor provides investment advisory services for multiple clients through
different types of investment accounts (E.G., mutual funds, hedge funds,
separately managed accounts, etc.) who may have similar or different investment
objectives and investment policies (E.G., some accounts may have an active
trading strategy while others follow a "buy and hold" strategy). In managing
these accounts, the Advisor seeks to maximize each account's return, consistent
with the account's investment objectives and investment strategies. While the
Advisor's policies are designed to ensure that over time similarly-situated
clients receive similar treatment, to the maximum extent possible, because of
the range of the Advisor's clients, the Advisor may give advice and take action
with respect to one account that may differ from the advice given, or the
timing or nature of action taken, with respect to another account (the Advisor,
its principals and associates also may take such actions in their personal
securities transactions, to the extent permitted by and consistent with the
Code). For example, the Advisor may use the same investment style in managing
two accounts, but one may have a shorter-term horizon and accept high-turnover
while the other may have a longer-term investment horizon and desire to
minimize turnover. If the Advisor reasonably believes that a particular
security may provide an attractive opportunity due to short-term volatility but
may no longer be attractive on a long-term basis, the Advisor may cause
accounts with a shorter-term investment horizon to buy the security at the same
time it is causing accounts with a longer-term investment horizon to sell the
security. The Advisor takes all reasonable steps to ensure that investment
opportunities are, over time, allocated to accounts on a fair and equitable
basis relative to the other similarly-situated accounts and that the investment
activities of different accounts do not unfairly disadvantage other accounts.

From time to time, the Advisor votes the shares owned by the Fund according to
its Statement of General Proxy Voting Policy ("Proxy Voting Policy"). The
general principal of the Proxy Voting Policy is to vote any beneficial
interest in an equity security prudently and solely in the best long-term
economic interest of the Fund and its beneficiaries considering all relevant
factors and without undue influence from individuals or groups who may have an
economic interest in the outcome of a proxy vote. Shareholders may obtain a
copy of the Proxy Voting Policy upon request from the Advisor.

The Advisor also provides a program of custom portfolio management called the
Strong Advisor. This program is designed to determine which investment
approach fits an investor's financial needs and then provides the investor with
a custom built portfolio of Strong Funds based on that allocation. The
Advisor, on behalf of participants in the Strong Advisor program, may determine
to invest a portion of the program's assets in any one Strong Fund, which
investment, particularly in the case of a smaller Strong Fund, could represent
a material portion of the Fund's assets. In such cases, a decision to redeem
the Strong Advisor program's investment in a Fund on short notice could raise a
potential conflict of interest for the Advisor, between the interests of
participants in the Strong Advisor program and of the Fund's other
shareholders. In general, the Advisor does not expect to direct the Strong
Advisor program to make redemption requests on short notice. However, should
the Advisor determine this to be necessary, the Advisor will use its best
efforts and act in good faith to balance the potentially competing interests of
participants in the Strong Advisor program and the Fund's other shareholders in
a manner the Advisor deems most appropriate for both parties in light of the
circumstances.

From time to time, the Advisor may make available to third parties current and
historical information about the portfolio holdings of the Advisor's mutual
funds or other clients. Release may be made to entities such as fund ratings
entities, industry trade groups, and financial publications. Generally, the
Advisor will release this type of information only where it is otherwise
publicly available. This information may also be released where the Advisor
reasonably believes that the release will not be to the detriment of the best
interests of its clients.

For more complete information about the Advisor, including its services,
investment strategies, policies, and procedures, please call 1-800-368-3863 and
ask for a copy of Part II of the Advisor's Form ADV.

28
<PAGE>

ADMINISTRATOR

The Fund has entered into a separate administration services agreement with
the Advisor in order to provide administration services to the Fund that
previously were provided under the Advisory Agreement ("Administration
Agreement").

The Fund has adopted a Rule 18f-3 Plan under the 1940 Act ("Multi-Class Plan").
The Multi-Class Plan permits the Fund to have multiple classes of shares. The
Fund has entered into a separate administration agreement with the Advisor for
each of its separate class of shares ("Administration Agreement - Investor
Class," and "Administration Agreement - Advisor Class") The Fund currently
offers two classes of shares: Investor Class and Advisor Class shares..

The fees received and the services provided by the Advisor, as administrator,
are in addition to fees received and services provided by the Advisor under
the Amended Advisory Agreement.

ADMINISTRATION AGREEMENT - INVESTOR CLASS

Under the Administration Agreement - Investor Class, the Advisor provides
certain administrative functions for the Investor Class shares of the Fund,
including: (i) authorizing expenditures and approving bills for payment on
behalf of the Fund and the Investor Class shares; (ii) supervising preparation
of the periodic updating of the Fund's registration statements with respect to
the Investor Class shares, including Investor Class prospectuses and
statements of additional information, for the purpose of filings with the SEC
and state securities administrators and monitoring and maintaining the
effectiveness of such filings, as appropriate; (iii) supervising preparation
of shareholder reports, notices of dividends, capital gains distributions and
tax credits for the Fund's Investor Class shareholders, and attending to
routine correspondence and other communications with individual Investor Class
shareholders; (iv) supervising the daily pricing of the Fund's investment
portfolios and the publication of the respective net asset values of the
Investor Class shares of the Fund, earnings reports and other financial data
to the extent required by the Fund's Advisory Agreement prior to the adoption
of this Administration Agreement; (v) monitoring relationships with
organizations providing services to the Fund, with respect to the Investor
Class shares, including the Custodian, DST and printers; (vi) supervising
compliance by the Fund, with respect to the Investor Class Shares, with
recordkeeping requirements under the 1940 Act and regulations thereunder,
maintaining books and records for the Fund (other than those maintained by the
Custodian and the Fund's transfer agent) and preparing and filing of tax
reports other than the Fund's income tax returns; (vii) answering shareholder
inquiries regarding account status and history, the manner in which purchases
and redemptions of the Investor Class shares may be effected, and certain
other matters pertaining to the Investor Class shares; (viii) assisting
shareholders in designating and changing dividend options, account
designations and addresses; (ix) providing necessary personnel and facilities
to coordinate the establishment and maintenance of shareholder accounts and
records with the Fund's transfer agent; (x) transmitting shareholders'
purchase and redemption orders to the Fund's transfer agent; (xi) arranging
for the wiring or other transfer of funds to and from shareholder accounts in
connection with shareholder orders to purchase or redeem Investor Class
shares; (xii) verifying purchase and redemption orders, transfers among and
changes in shareholder-designated accounts; (xiii) informing the distributor
of the gross amount of purchase and redemption orders for Investor Class
shares; and (xiv) providing such other related services as the Fund or a
shareholder may reasonably request, to the extent permitted by applicable law.
For its services for the Investor Class shares of the Fund under the
Administration Agreement - Investor Class, the Advisor receives a monthly fee
from the Fund at the annual rate of 0.25% of the Fund's average daily net
assets attributable to the Investor Class shares.

ADMINISTRATION AGREEMENT - ADVISOR CLASS

Under the Administration Agreement - Advisor Class, the Advisor provides
certain administrative functions for the Advisor Class shares of the Fund,
including: (i) authorizing expenditures and approving bills for payment on
behalf of the Fund and the Advisor Class shares; (ii) supervising preparation
of the periodic updating of the Fund's registration statements with respect to
the Advisor Class shares, including Advisor Class prospectuses and statements
of additional information, for the purpose of filings with the SEC and state
securities administrators and monitoring and maintaining the effectiveness of
such filings, as appropriate; (iii) supervising preparation of shareholder
reports, notices of dividends, capital gains distributions and tax credits for
the Fund's Advisor Class shareholders, and attending to routine correspondence
and other communications with individual shareholders; (iv) supervising the
daily pricing of the Fund's investment portfolios and the publication of the
respective net asset values of the Advisor Class shares of the Fund, earnings
reports and other financial data to the extent required by the Fund's Advisory
Agreement prior to the adoption of this Administration Agreement; (v)
monitoring relationships with organizations providing services to the Fund,
with respect to the Advisor Class shares, including the Custodian, DST and
printers; (vi)

29
<PAGE>

supervising compliance by the Fund, with respect to the Advisor Class shares,
with recordkeeping requirements under the 1940 Act and regulations thereunder,
maintaining books and records for the Fund (other than those maintained by the
Custodian and the Fund's transfer agent) and preparing and filing of tax
reports other than the Fund's income tax returns; (vii) providing necessary
personnel and facilities to coordinate the establishment and maintenance of
shareholder accounts and records with the Fund's transfer agent;
(viii) transmitting shareholders' purchase and redemption orders to the Fund's
transfer agent; (ix) arranging for the wiring or other transfer of funds to and
from shareholder accounts in connection with shareholder orders to purchase or
redeem Advisor Class shares; (x) verifying purchase and redemption orders,
transfers among and changes in shareholder-designated accounts; (xi) informing
the distributor of the gross amount of purchase and redemption orders for
Advisor Class shares; and (xii) providing such other related services as the
Fund or a shareholder may reasonably request, to the extent permitted by
applicable law. For its services for the Advisor Class shares of the Fund
under the Administration Agreement - Advisor Class, the Advisor receives a
monthly fee from the Fund at the annual rate of 0.25% of the Fund's average
daily net assets attributable to the Advisor Class shares.

DISTRIBUTOR

Under a Distribution Agreement with the Fund ("Distribution Agreement"),
Strong Investments, Inc. ("Distributor"), P.O. Box 2936, Milwaukee, Wisconsin,
53201, acts as underwriter of the Fund's shares. Mr. Strong is the Chairman
and Director of the Distributor, and Mr. Shenkenberg is Vice President, Chief
Compliance Officer and Secretary of the Distributor. The Distribution
Agreement provides that the Distributor will use its best efforts to
distribute the Fund's shares. The Distribution Agreement further provides
that the Distributor will bear the additional costs of printing prospectuses
and shareholder reports which are used for selling purposes, as well as
advertising and any other costs attributable to the distribution of the Fund's
shares. The Distributor is a direct subsidiary of the Advisor and controlled
by the Advisor and Richard S. Strong. The Distribution Agreement is subject
to the same termination and renewal provisions as are described above with
respect to the Advisory Agreement.

The Investor Class shares of the Fund are offered on a "no-load" basis, which
means that no sales commissions are charged on the purchases of those shares.

The Advisor Class shares of the Fund are offered at net asset value plus an
initial sales charge. The "offering price" is the initial sales charge plus
the net asset value. The Distributor may pay up to 100% of the applicable
initial sales charges due upon the purchase of the Advisor Class shares to the
brokers, if any, involved in the transaction. As compensation for its
services under the Distribution Agreement the Distributor may retain all or a
portion of the initial sales charge from purchases of Advisor Class shares of
the Fund. See Appendix C for more information on Advisor class shares,
including sales charge breakpoints and waivers.

Pursuant to a distribution plan adopted on behalf of the Advisor Class shares
of the Fund in accordance to Rule 12b-1 ("Rule 12b-1 Plan") under the 1940
Act, the Distribution Agreement for the Advisor Class shares of the Fund
authorizes the Fund to bear the costs of preparing and mailing prospectuses
and shareholder reports that are used for selling purposes as well as
advertising and other costs attributable to the distribution of those shares.
Under the Distribution Agreement for the Advisor Class shares of the Fund,
payments to the Distributor under the Rule 12b-1 Plan are limited to payment
at an annual rate equal of 0.25% of average daily net assets attributable to
Advisor Class shares.

From time to time, the Distributor may hold in-house sales incentive programs
for its associated persons under which these persons may receive non-cash
compensation awards in connection with the sale and distribution of the Fund's
shares. These awards may include items such as, but not limited to, gifts,
merchandise, gift certificates, and payment of travel expenses, meals, and
lodging. As required by the National Association of Securities Dealers, Inc.
("NASD"), any in-house sales incentive program will be multi-product oriented,
I.E., any incentive will be based on an associated person's gross production
of all securities and will not be based on the sales of shares of any
specifically designated mutual fund.

DISTRIBUTION PLAN

The Fund has adopted a Rule 12b-1 Plan pursuant to Rule 12b-1 under the 1940
Act, on behalf of the Advisor Class shares of the Fund. The Rule 12b-1 Plan
authorizes the Fund, with respect to its Advisor Class shares, to make
payments to the Distributor in connection with the distribution of its Advisor
Class shares at an annual rate of up to 1.00% of the Fund's average daily net
assets attributable to its Advisor Class shares. However, under the
Distribution Agreement for the Advisor Class shares

30
<PAGE>

of the Fund, payments to the Distributor under the Rule 12b-1 Plan are limited
to payment at an annual rate equal of 0.25% of average daily net assets
attributable to Advisor Class shares. Amounts received by the Distributor
under the Distribution Agreement for the Advisor Class shares of the Fund may
be spent by the Distributor for any activities or expenses primarily intended
to result in the sale of Advisor Class shares or the servicing of shareholders,
including, but not limited to: compensation to and expenses, including overhead
and telephone expenses, of employees of the Distributor who engage in or
support the distribution of Advisor Class shares; printing and distribution of
prospectuses, statements of additional information and any supplements thereto,
and shareholder reports to persons other than existing shareholders;
preparation, printing and distribution of sales literature and advertising
materials; holding seminars and sales meetings with wholesale and retail sales
personnel, which are designed to promote the distribution of Advisor Class
shares; and compensation of broker-dealers. The Distributor may determine the
services to be provided by the broker-dealer to shareholders in connection with
the sale of Advisor Class shares. All or any portion of the compensation paid
to the Distributor may be reallocated by the Distributor to broker-dealers who
sell Advisor Class shares.

The Rule 12b-1 Plan is known as a "compensation" plan because payments under
the Rule 12b-1 Plan are made for services rendered to the Fund with respect to
its Advisor Class shares regardless of the level of expenditures by the
Distributor. The Board of Directors of the Fund, however, will take into
account any expenditures made by the Distributor for purposes of both their
quarterly review of the operation of the Rule 12b-1 Plan and in connection
with their annual consideration of the Rule 12b-1 Plan's renewal.

The Rule 12b-1 Plan will continue in effect from year to year, provided that
such continuance is approved annually by a vote of the Board of Directors of
the Fund, and a majority of the Directors of the Fund who are not interested
persons (as defined in the 1940 Act) of the Fund and have no direct or
indirect financial interest in the operation of the Rule 12b-1 Plan or any
agreements related to the Rule 12b-1 Plan ("Rule 12b-1 Independent
Directors"), cast in person at a meeting called for the purpose of voting on
the Rule 12 b-1 Plan. The Rule 12b-1 Plan may not be amended to increase
materially the amount to be spent for the services described in the Rule 12b-1
Plan without the approval of the Advisor Class shareholders of the Fund, and
all material amendments to the Rule 12b-1 Plan must also be approved by the
Directors in the manner described above. The Rule 12b-1 Plan may be
terminated at any time, without payment of a penalty, by a vote of a majority
of the Rule 12b-1 Independent Directors, or by a vote of a majority of the
outstanding voting securities of the Fund (as defined in the 1940 Act) on not
more than 60 days' written notice to any other party to the Rule 12b-1 Plan.
The Board of Directors of the Fund and the Rule 12b-1 Independent Directors
have determined that, in their judgment, there is a reasonable likelihood that
the Rule 12b-1 Plan will benefit the Fund and its Advisor Class shareholders.
Under the Rule 12b-1 Plan, the Distributor will provide the Board of Directors
of the Fund and the Directors will review, at least quarterly, a written
report of the amounts expended under the Rule 12b-1 Plan and the purposes for
which such expenditures were made. As part of their quarterly review of the
Rule 12b-1 Plan, the Directors will consider the continued appropriateness of
the Rule 12b-1 Plan and the level of compensation provided thereunder.

PORTFOLIO TRANSACTIONS AND BROKERAGE

The Advisor is responsible for decisions to buy and sell securities for the
Fund and for the placement of the Fund's investment business and the
negotiation of the commissions to be paid on such transactions. It is the
policy of the Advisor, to seek the best execution at the best security price
available with respect to each transaction, in light of the overall quality of
brokerage and research services provided to the Advisor, or the Fund. In OTC
transactions, orders are placed directly with a principal market maker unless
it is believed that a better price and execution can be obtained using a
broker. The best price to the Fund means the best net price without regard to
the mix between purchase or sale price and commissions, if any. In selecting
broker-dealers and in negotiating commissions, the Advisor considers a variety
of factors, including best price and execution, the full range of brokerage
services provided by the broker, as well as its capital strength and
stability, and the quality of the research and research services provided by
the broker. Brokerage will not be allocated based on the sale of any shares
of the Strong Funds.

The Advisor has adopted procedures that provide generally for the Advisor to
seek to bunch orders for the purchase or sale of the same security for the
Fund, other mutual funds managed by the Advisor, and other advisory clients
(collectively, "client accounts"). The Advisor will bunch orders when it
deems it to be appropriate and in the best interest of the client accounts.
When a bunched order is filled in its entirety, each participating client
account will participate at the average share price for the bunched order on
the same business day, and transaction costs shall be shared pro rata based on
each client's participation in the bunched order. When a bunched order is
only partially filled, the securities purchased will be allocated on a pro
rata basis to each client account participating in the bunched order based
upon the initial amount requested for the account, subject to certain

31
<PAGE>

exceptions, and each participating account will participate at the average
share price for the bunched order on the same business day.

Section 28(e) of the Securities Exchange Act of 1934 ("Section 28(e)") permits
an investment advisor, under certain circumstances, to cause an account to pay
a broker or dealer a commission for effecting a transaction in excess of the
amount of commission another broker or dealer would have charged for effecting
the transaction in recognition of the value of the brokerage and research
services provided by the broker or dealer. Brokerage and research services
include (1) furnishing advice as to the value of securities, the advisability
of investing in, purchasing or selling securities, and the availability of
securities or purchasers or sellers of securities; (2) furnishing analyses and
reports concerning issuers, industries, securities, economic factors and
trends, portfolio strategy, and the performance of accounts; and (3) effecting
securities transactions and performing functions incidental thereto (such as
clearance, settlement, and custody).

In carrying out the provisions of the Advisory Agreement, the Advisor may
cause the Fund to pay a broker, which provides brokerage and research services
to the Advisor, a commission for effecting a securities transaction in excess
of the amount another broker would have charged for effecting the transaction.
The Advisor believes it is important to its investment decision-making process
to have access to independent research. The Advisory Agreement provides that
such higher commissions will not be paid by the Fund unless (1) the Advisor
determines in good faith that the amount is reasonable in relation to the
services in terms of the particular transaction or in terms of the Advisor's
overall responsibilities with respect to the accounts as to which it exercises
investment discretion; (2) such payment is made in compliance with the
provisions of Section 28(e), other applicable state and federal laws, and the
Advisory Agreement; and (3) in the opinion of the Advisor, the total
commissions paid by the Fund will be reasonable in relation to the benefits to
the Fund over the long term. The investment management fee paid by the Fund
under the Advisory Agreement is not reduced as a result of the Advisor's
receipt of research services. To request a copy of the Advisor's Soft Dollar
Practices, please call 1-800-368-3863.

The Advisor may engage in "step-out" and "give-up" brokerage transactions
subject to best price and execution. In a step-out or give-up trade, an
investment advisor directs trades to a broker-dealer who executes the
transactions while a second broker-dealer clears and settles part or all of the
transaction. The first broker-dealer then shares part of its commission with
the second broker-dealer. The Advisor engages in step-out and give-up
transactions primarily (1) to satisfy directed brokerage arrangements of
certain of its client accounts and/or (2) to pay commissions to broker-dealers
that supply research or analytical services.

Generally, research services provided by brokers may include information on the
economy, industries, groups of securities, individual companies, statistical
information, accounting and tax law interpretations, political developments,
legal developments affecting portfolio securities, technical market action,
pricing and appraisal services, credit analysis, risk measurement analysis,
performance analysis, and analysis of corporate responsibility issues. Such
research services are received primarily in the form of written reports,
telephone contacts, and personal meetings with security analysts. In addition,
such research services may be provided in the form of access to various
computer-generated data, computer hardware and software, and meetings arranged
with corporate and industry spokespersons, economists, academicians, and
government representatives. In some cases, research services are generated by
third parties but are provided to the Advisor by or through brokers. Such
brokers may pay for all or a portion of computer hardware and software costs
relating to the pricing of securities.

Where the Advisor itself receives both administrative benefits and research
and brokerage services from the services provided by brokers, it makes a good
faith allocation between the administrative benefits and the research and
brokerage services, and will pay for any administrative benefits with cash.
In making good faith allocations between administrative benefits and research
and brokerage services, a conflict of interest may exist by reason of the
Advisor's allocation of the costs of such benefits and services between those
that primarily benefit the Advisor and those that primarily benefit the Fund
and other advisory clients.

From time to time, the Advisor may purchase new issues of securities for the
Fund in a fixed income price offering. In these situations, the seller may be
a member of the selling group that will, in addition to selling the securities
to the Fund and other advisory clients, provide the Advisor with research. The
NASD has adopted rules expressly permitting these types of arrangements under
certain circumstances. Generally, the seller will provide research "credits"
in these situations at a rate that is higher than that which is available for
typical secondary market transactions. These arrangements may not fall within
the safe harbor of Section 28(e).

At least annually, the Advisor considers the amount and nature of research and
research services provided by brokers, as well as the extent to which such
services are relied upon, and attempts to allocate a portion of the brokerage
business of the Fund and

32
<PAGE>

other advisory clients on the basis of that consideration. In addition, brokers
may suggest a level of business they would like to receive in order to continue
to provide such services. The actual brokerage business received by a broker
may be more or less than the suggested allocations, depending upon the
Advisor's evaluation of all applicable considerations.

The Advisor has informal arrangements with various brokers whereby, in
consideration for providing research services and subject to Section 28(e), the
Advisor allocates brokerage to those firms, provided that the value of any
research and brokerage services was reasonable in relationship to the amount of
commission paid and was subject to best execution. In no case will the
Advisor make binding commitments as to the level of brokerage commissions it
will allocate to a broker, nor will it commit to pay cash if any informal
targets are not met. The Advisor anticipates it will continue to enter into
such brokerage arrangements.

The Advisor may direct the purchase of securities on behalf of the Fund and
other advisory clients in secondary market transactions, in public offerings
directly from an underwriter, or in privately negotiated transactions with an
issuer. When the Advisor believes the circumstances so warrant, securities
purchased in public offerings may be resold shortly after acquisition in the
immediate aftermarket for the security in order to take advantage of price
appreciation from the public offering price or for other reasons. Short-term
trading of securities acquired in public offerings, or otherwise, may result in
higher portfolio turnover and associated brokerage expenses.

The Advisor places portfolio transactions for other advisory accounts,
including other mutual funds managed by the Advisor. Research services
furnished by firms through which the Fund effects its securities transactions
may be used by the Advisor in servicing all of its accounts; not all of such
services may be used by the Advisor in connection with the Fund. In the
opinion of the Advisor, it is not possible to measure separately the benefits
from research services to each of the accounts managed by the Advisor. Because
the volume and nature of the trading activities of the accounts are not
uniform, the amount of commissions in excess of those charged by another broker
paid by each account for brokerage and research services will vary. However,
in the opinion of the Advisor, such costs to the Fund will not be
disproportionate to the benefits received by the Fund on a continuing basis.

The Advisor seeks to allocate portfolio transactions equitably whenever
concurrent decisions are made to purchase or sell securities by the Fund and
another advisory account. In some cases, this procedure could have an adverse
effect on the price or the amount of securities available to the Fund. In
making such allocations between the Fund and other advisory accounts, the main
factors considered by the Advisor are the respective investment objectives, the
relative size of portfolio holdings of the same or comparable securities, the
availability of cash for investment, the size of investment commitments
generally held, and the opinions of the persons responsible for recommending
the investment.

Where consistent with a client's investment objectives, investment
restrictions, and risk tolerance, the Advisor may purchase securities sold in
underwritten public offerings for client accounts, commonly referred to as
"deal" securities. To the extent the Fund participates in deals in the initial
public offering market ("IPOs") and during the period that the Fund has a small
asset base, a significant portion of the Fund's returns may be attributable to
its IPO investments. As the Fund's assets grow, any impact of IPO investments
on the Fund's total return may decline and the Fund may not continue to
experience substantially similar performance.

The Advisor has adopted deal allocation procedures ("Procedures"), summarized
below, that reflect the Advisor's overriding policy that deal securities must
be allocated among participating client accounts in a fair and equitable
manner and that deal securities may not be allocated in a manner that unfairly
discriminates in favor of certain clients or types of clients.

The Procedures provide that, in determining which client accounts a portfolio
manager team will seek to have purchase deal securities, the team will
consider all relevant factors including, but not limited to, the nature, size,
and expected allocation to the Advisor of deal securities; the size of the
account(s); the accounts' investment objectives and restrictions; the risk
tolerance of the client; the client's tolerance for possibly higher portfolio
turnover; the amount of commissions generated by the account during the past
year; and the number and nature of other deals the client has participated in
during the past year.

Where more than one of the Advisor's portfolio manager team seeks to have
client accounts participate in a deal and the amount of deal securities
allocated to the Advisor by the underwriting syndicate is less than the
aggregate amount ordered by the Advisor (a "reduced allocation"), the deal
securities will be allocated among the portfolio manager teams based on all
relevant factors. The primary factor shall be assets under management,
although other factors that may be considered in the allocation decision
include, but are not limited to, the nature, size, and expected allocation of
the deal; the amount of brokerage

33
<PAGE>

commissions or other amounts generated by the respective participating
portfolio manager teams; and which portfolio manager team is primarily
responsible for the Advisor receiving securities in the deal. Based on
relevant factors, the Advisor has established general allocation percentages
for its portfolio manager teams, and these percentages are reviewed on a
regular basis to determine whether asset growth or other factors make it
appropriate to use different general allocation percentages for reduced
allocations.

When a portfolio manager team receives a reduced allocation of deal
securities, the portfolio manager team will allocate the reduced allocation
among client accounts in accordance with the allocation percentages set forth
in the team's initial allocation instructions for the deal securities, except
where this would result in a DE MINIMIS allocation to any client account. On
a regular basis, the Advisor reviews the allocation of deal securities to
ensure that they have been allocated in a fair and equitable manner that does
not unfairly discriminate in favor of certain clients or types of clients.

Transactions in futures contracts are executed through futures commission
merchants ("FCMs"). The Fund's procedures in selecting FCMs to execute the
Fund's transactions in futures contracts are similar to those in effect with
respect to brokerage transactions in securities.

The Fund paid the following brokerage commissions for the time periods
indicated:

<TABLE>
<CAPTION>
<S> <C>
FISCAL YEAR ENDED BROKERAGE COMMISSIONS ($)
- ---------------------- -------------------------
</TABLE>

High-Yield Municipal Bond Fund

8/31/97 2,468
8/31/98 11,570
8/31/99 18,021

Municipal Bond Fund

8/31/97 5,723
8/31/98 1,641
8/31/99 8,196

Short-Term Municipal Bond Fund

8/31/97 5,723
8/31/98 955
8/31/99 0

Short-Term High Yield Municipal Fund

8/31/98(1) 0
8/31/99 1,932

34
<PAGE>

(1) For the nine-month fiscal period ended August 31, 1998.

CUSTODIAN

As custodian of the Fund's assets, Firstar Bank Milwaukee, N.A., P.O. Box 761,
Milwaukee, Wisconsin 53201, has custody of all securities and cash of the Fund,
delivers and receives payment for securities sold, receives and pays for
securities purchased, collects income from investments, and performs other
duties, all as directed by officers of the Fund. The custodian is in no way
responsible for any of the investment policies or decisions of the Fund.

35
<PAGE>

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

The Advisor, P.O. Box 2936, Milwaukee, Wisconsin, 53201, acts as transfer
agent and dividend-disbursing agent for the Fund. The Advisor is compensated
as follows:

<TABLE>
<CAPTION>
<S> <C>
FUND TYPE/SHARE CLASS FEE*
- --------------------------------------- ------------------------------------------------------------------------------
Money Funds $32.50 annual open account fee, $4.20 annual closed account fee.
- --------------------------------------- ------------------------------------------------------------------------------
Income Funds and Investor Class $31.50 annual open account fee, $4.20 annual closed account fee.
shares of Income Funds
- --------------------------------------- ------------------------------------------------------------------------------
Advisor Class shares of Income 0.20% of the average daily net asset value of all Advisor Class shares.
Funds
- --------------------------------------- ------------------------------------------------------------------------------
Institutional Class shares of Income 0.015% of the average daily net asset value of all Institutional Class shares.
Funds
- --------------------------------------- ------------------------------------------------------------------------------

Equity Funds and Investor Class $21.75 annual open account fee, $4.20 annual closed account fee.
shares of Equity Funds
- --------------------------------------- ------------------------------------------------------------------------------
Advisor Class shares of Equity Funds 0.20% of the average daily net asset value of all Advisor Class shares.
- --------------------------------------- ------------------------------------------------------------------------------
Institutional Class shares of Equity 0.015% of the average daily net asset value of all Institutional Class shares.
Funds
- --------------------------------------- ------------------------------------------------------------------------------
</TABLE>

* Plus out-of-pocket expenses, such as postage and printing expenses in
connection with shareholder communications.

The fees and services provided as transfer agent and dividend disbursing agent
are in addition to those received and provided by the Advisor under the
Advisory Agreements.

From time to time, the Fund, directly or indirectly through arrangements with
the Advisor, and/or the Advisor may pay amounts to third parties that provide
transfer agent type services and other administrative services relating to the
Fund to persons who beneficially own interests in the Fund, such as
participants in 401(k) plans. These services may include, among other things,
sub-accounting services, transfer agent type activities, answering inquiries
relating to the Fund, transmitting proxy statements, annual reports, updated
prospectuses, other communications regarding the Fund, and related services as
the Fund or beneficial owners may reasonably request. In such cases, the Fund
will not pay fees based on the number of beneficial owners at a rate that is
greater than the rate the Fund is currently paying the Advisor for providing
these services to Fund shareholders.

The Fund paid the following amounts for the time periods indicated for transfer
agency and dividend disbursing and printing and mailing services:

NOTE: THE FOLLOWING TABLE DOES NOT CONTAIN INFORMATION ON THE ADVISOR CLASS
SHARES OF THE FUND BECAUSE THEY WERE NOT OFFERED FOR SALE UNTIL FEBRUARY 29,
2000.

Out-of-Pocket Printing/Mailing Total Cost
FUND FEE ($) EXPENSES ($) SERVICES ($) WAIVER ($) AFTER WAIVER ($)

High-Yield Municipal Bond Fund - Investor Class

8/31/1997 193,469 10,158 2,892 0 206,519
8/31/1998 291,726 20,274 9,999 0 321,999
8/31/1999 436,171 46,645 2,370 0 485,186

Municipal Bond Fund - Investor Class

8/31/1997 336,462 19,325 5,018 0 360,805
8/31/1998 284,090 18,348 4,059 0 306,497

36
<PAGE>

8/31/1999 347,518 26,735 1,904 0 376,157

Short-Term Municipal Bond Fund - Investor Class

8/31/1997 160,593 11,290 1,897 0 173,780
8/31/1998 147,004 9,941 2,029 0 158,974
8/31/1999 175,340 24,622 909 0 200,871

Short-Term High Yield Municipal Fund - Investor Class

8/31/1998(1) 10,648 5,028 57 1,862 13,871
8/31/1999 48,819 9380 273 0 58,472

(1) For the nine-month fiscal period ended August 31, 1998.

TAXES

GENERAL

The Fund intends to qualify annually for treatment as a regulated investment
company ("RIC") under Subchapter M of the IRC. If so qualified, the Fund will
not be liable for federal income tax on earnings and gains distributed to its
shareholders in a timely manner. This qualification does not involve
government supervision of the Fund's management practices or policies. The
following federal tax discussion is intended to provide you with an overview
of the impact of federal income tax provisions on the Fund or its
shareholders. These tax provisions are subject to change by legislative or
administrative action at the federal, state, or local level, and any changes
may be applied retroactively. Any such action that limits or restricts the
Fund's current ability to pass-through earnings without taxation at the Fund
level, or otherwise materially changes the Fund's tax treatment, could
adversely affect the value of a shareholder's investment in the Fund. Because
the Fund's taxes are a complex matter, you should consult your tax adviser for
more detailed information concerning the taxation of the Fund and the federal,
state, and local tax consequences to shareholders of an investment in the
Fund.

In order to qualify for treatment as a RIC under the IRC, the Fund must
distribute to its shareholders for each taxable year at least 90% of its
investment company taxable income (consisting generally of taxable net
investment income, net short-term capital gain, and net gains from certain
foreign currency transactions, if applicable) ("Distribution Requirement")
plus its net investment income excludable from gross income under Section
103(a) of the Tax Code and must meet several additional requirements. These
requirements include the following: (1) the Fund must derive at least 90% of
its gross income each taxable year from dividends, interest, payments with
respect to securities loans, and gains from the sale or other disposition of
securities (or foreign currencies if applicable) or other income (including
gains from options, futures, or forward contracts) derived with respect to its
business of investing in securities ("Income Requirement"); (2) at the close
of each quarter of the Fund's taxable year, at least 50% of the value of its
total assets must be represented by cash and cash items, U.S. government
securities, securities of other RICs, and other securities, with these other
securities limited, in respect of any one issuer, to an amount that does not
exceed 5% of the value of the Fund's total assets and that does not represent
more than 10% of the issuer's outstanding voting securities; and (3) at the
close of each quarter of the Fund's taxable year, not more than 25% of the
value of its total assets may be invested in securities (other than U.S.
government securities or the securities of other RICs) of any one issuer.
From time to time the Advisor may find it necessary to make certain types of
investments for the purpose of ensuring that the Fund continues to qualify for
treatment as a RIC under the IRC.

If Fund shares are sold at a loss after being held for 12 months or less, the
loss will be disallowed to the extent of any exempt interest dividends
received on those shares. Any portion of such a loss that is not disallowed
will be treated as long-term, instead of short-term, capital loss to the
extent of any capital gain distributions received on those shares.

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<PAGE>

The Fund's distributions are taxable in the year they are paid, whether they
are taken in cash or reinvested in additional shares, except that certain
distributions declared in the last three months of the year and paid in
January are taxable as if paid on December 31.

The Fund will be subject to a nondeductible 4% excise tax ("Excise Tax") to
the extent it fails to distribute by the end of any calendar year
substantially all of its ordinary income for that year and capital gain net
income for the one-year period ending on October 31 of that year, plus certain
other amounts. The Fund may make additional distributions if necessary to
avoid imposition of a 4% excise tax on undistributed income and gains.

PASS-THROUGH INCOME TAX EXEMPTION

Most state laws provide a pass-through to mutual fund shareholders of the
state and local income tax exemption afforded owners of direct U.S. government
obligations. You will be notified annually of the percentage of a Fund's
income that is derived from U.S. government securities.

MUNICIPAL SECURITIES

A substantial portion of the dividends paid by the Fund will qualify as
exempt-interest dividends and thus will be excludable from gross income by its
shareholders, if the Fund satisfies the requirement that, at the close of each
quarter of its taxable year, at least 50% of the value of its total assets
consists of securities the interest on which is excludable from gross income
under section 103(a); the Fund intends to continue to satisfy this
requirement. The aggregate dividends excludable from the Fund's shareholders'
gross income may not exceed the Fund's net tax-exempt income. The
shareholders' treatment of dividends from the Fund under local and state
income tax laws may differ from the treatment thereof under the Tax Code.

Tax-exempt interest attributable to certain private activity bonds ("PABs")
(including, in the case of a RIC receiving interest on such bonds, a
proportionate part of the exempt-interest dividends paid by that RIC) is
subject to the alternative minimum tax. Exempt-interest dividends received by
a corporate shareholder also may be indirectly subject to that tax without
regard to whether the Fund's tax-exempt interest was attributable to such
bonds. Entities or persons who are "substantial users" (or persons related to
"substantial users") of facilities financed by PABs or industrial development
bonds ("IDBs") should consult their tax advisors before purchasing shares of
the Fund because, for users of certain of these facilities, the interest on
such bonds is not exempt from federal income tax. For these purposes, the
term "substantial user" is defined generally to include a "non-exempt person"
who regularly uses in trade or business a part of a facility financed from the
proceeds of PABs or IDBs.

The Fund may invest in municipal bonds that are purchased, generally not on
their original issue, with market discount (that is, at a price less than the
principal amount of the bond or, in the case of a bond that was issued with
original issue discount, a price less than the amount of the issue price plus
accrued original issue discount) ("municipal market discount bonds"). Market
discount generally arises when the value of the bond declines after issuance
(typically, because of an increase in prevailing interest rates or a decline
in the issuer's creditworthiness). Gain on the disposition of a municipal
market discount bond purchased by the Fund after April 30, 1993 (other than a
bond with a fixed maturity date within one year from its issuance), generally
is treated as ordinary (taxable) income, rather than capital gain, to the
extent of the bond's accrued market discount at the time of disposition.
Market discount on such a bond generally is accrued ratably, on a daily basis,
over the period from the acquisition date to the date of maturity. In lieu of
treating the disposition gain as above, the Fund may elect to include market
discount in its gross income currently, for each taxable year to which it is
attributable.

DERIVATIVE INSTRUMENTS

The use of derivatives strategies, such as purchasing and selling (writing)
options and futures and entering into forward currency contracts, if
applicable, involves complex rules that will determine for income tax purposes
the character and timing of recognition of the gains and losses the Fund
realizes in connection therewith. Gains from the disposition of foreign
currencies, if any (except certain gains therefrom that may be excluded by
future regulations), and income from transactions in options, futures, and
forward currency contracts, if applicable, derived by the Fund with respect to
its business of investing in securities or foreign currencies, if applicable,
will qualify as permissible income under the Income Requirement.

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For federal income tax purposes, the Fund is required to recognize as income
for each taxable year its net unrealized gains and losses on options, futures,
or forward currency contracts, if any, that are subject to section 1256 of the
IRC ("Section 1256 Contracts") and are held by the Fund as of the end of the
year, as well as gains and losses on Section 1256 Contracts actually realized
during the year. Except for Section 1256 Contracts that are part of a "mixed
straddle" and with respect to which the Fund makes a certain election, any
gain or loss recognized with respect to Section 1256 Contracts is considered
to be 60% long-term capital gain or loss and 40% short-term capital gain or
loss, without regard to the holding period of the Section 1256 Contract.

ZERO-COUPON, STEP-COUPON, AND PAY-IN-KIND SECURITIES

The Fund may acquire zero-coupon, step-coupon, or other securities issued with
original issue discount. As a holder of those securities, the Fund must
include in its income the original issue discount that accrues on the
securities during the taxable year, even if the Fund receives no corresponding
payment on the securities during the year. Similarly, the Fund must include
in its income securities it receives as "interest" on pay-in-kind securities.
Because the Fund annually must distribute substantially all of its investment
company taxable income, including any original issue discount and other
non-cash income, to satisfy the Distribution Requirement and avoid imposition
of the Excise Tax, it may be required in a particular year to distribute as a
dividend an amount that is greater than the total amount of cash it actually
receives. Those distributions may be made from the proceeds on sales of
portfolio securities, if necessary. The Fund may realize capital gains or
losses from those sales, which would increase or decrease its investment
company taxable income or net capital gain, or both.

DETERMINATION OF NET ASSET VALUE

Generally, when an investor makes any purchases, sales, or exchanges, the price
of the investor's shares will be the net asset value ("NAV") next determined
after Strong Funds receives a request in proper form (which includes receipt of
all necessary and appropriate documentation and subject to available funds).
Any applicable sales charge will be added to the purchase price for Advisor
Class shares of the Fund, if any. The "offering price" is the initial sales
charge plus the NAV. If Strong Funds receives such a request prior to the
close of the New York Stock Exchange ("NYSE") on a day on which the NYSE is
open, the share price will be the NAV determined that day. The NAV for each
Fund or each class of shares is normally determined as of 3:00 p.m. Central
Time ("CT") each day the NYSE is open. The NYSE is open for trading Monday
through Friday except, New Year's Day, Martin Luther King Jr. Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day,
and Christmas Day. Additionally, if any of the aforementioned holidays falls
on a Saturday, the NYSE will not be open for trading on the preceding Friday,
and when any such holiday falls on a Sunday, the NYSE will not be open for
trading on the succeeding Monday, unless unusual business conditions exist,
such as the ending of a monthly or yearly accounting period. The Fund
reserves the right to change the time at which purchases, redemptions, and
exchanges are priced if the NYSE closes at a time other than 3:00 p.m. CT or if
an emergency exists. The NAV of each Fund or of each class of shares of a Fund
is calculated by taking the fair value of the Fund's total assets attributable
to that Fund or class, subtracting all its liabilities attributable to that
Fund or class, and dividing by the total number of shares outstanding of that
Fund or class. Expenses are accrued daily and applied when determining the
NAV. The Fund's portfolio securities are valued based on market quotations or
at fair value as determined by the method selected by the Fund's Board of
Directors.

Debt securities are valued by a pricing service that utilizes electronic data
processing techniques to determine values for normal institutional-sized
trading units of debt securities without regard to sale or bid prices when
such values are believed to more accurately reflect the fair market value for
such securities. Otherwise, sale or bid prices are used. Any securities or
other assets for which market quotations are not readily available are valued
at fair value as determined in good faith by the Board of Directors of the
Fund. Debt securities having remaining maturities of 60 days or less are
valued by the amortized cost method when the Fund's Board of Directors
determines that the fair value of such securities is their amortized cost.
Under this method of valuation, a security is initially valued at its
acquisition cost, and thereafter, amortization of any discount or premium is
assumed each day, regardless of the impact of the fluctuating rates on the
market value of the instrument.

FUND REDEMPTIONS

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Shareholders (except Institutional Class shareholders) can gain access to the
money in their accounts by selling (also called redeeming) some or all of their
shares by mail, telephone, computer, automatic withdrawals, through a
broker-dealer, or by writing a check (assuming all the appropriate documents
and requirements have been met for these account options). Institutional Class
shareholders may redeem some or all of their shares by telephone or by faxing a
written request. After a redemption request is processed, the proceeds from
the sale will normally be sent on the next business day but, in any event, no
more than seven days later.

ADDITIONAL SHAREHOLDER INFORMATION

TELEPHONE AND INTERNET EXCHANGE/REDEMPTION PRIVILEGES

The Fund employs reasonable procedures to confirm that instructions
communicated by telephone or the Internet are genuine. The Fund may not be
liable for losses due to unauthorized or fraudulent instructions. Such
procedures include but are not limited to requiring a form of personal
identification prior to acting on instructions received by telephone or the
Internet, providing written confirmations of such transactions to the address
of record, tape recording telephone instructions and backing up Internet
transactions.

MOVING ACCOUNT OPTIONS AND INFORMATION

When establishing a new account (other than an Institutional Class account) by
exchanging funds from an existing Strong Funds account, some account options
(such as checkwriting, telephone exchange, telephone purchase and telephone
redemption), if existing on the account from which money is exchanged, will
automatically be made available on the new account unless the shareholder
indicates otherwise, or the option is not available on the new account.
Subject to applicable Strong Funds policies, other account options, including
automatic investment, automatic exchange and systematic withdrawal, may be
moved to the new account at the request of the shareholder. These options are
not available for Institutional Class accounts. If allowed by Strong Funds
policies (i) once the account options are established on the new account, the
shareholder may modify or amend the options, and (ii) account options may be
moved or added from one existing account to another new or existing account.
Account information, such as the shareholder's address of record and social
security number, will be copied from the existing account to the new account.

REDEMPTION-IN-KIND

The Fund has elected to be governed by Rule 18f-1 under the 1940 Act, which
obligates the Fund to redeem shares in cash, with respect to any one
shareholder during any 90-day period, up to the lesser of $250,000 or 1% of
the assets of the Fund. If the Advisor determines that existing conditions
make cash payments undesirable, redemption payments may be made in whole or in
part in securities or other financial assets, valued for this purpose as they
are valued in computing the NAV for the Fund's shares (a
"redemption-in-kind"). Shareholders receiving securities or other financial
assets in a redemption-in-kind may realize a gain or loss for tax purposes,
and will incur any costs of sale, as well as the associated inconveniences.
If you expect to make a redemption in excess of the lesser of $250,000 or 1%
of the Fund's assets during any 90-day period and would like to avoid any
possibility of being paid with securities in-kind, you may do so by providing
Strong Funds with an unconditional instruction to redeem at least 15 calendar
days prior to the date on which the redemption transaction is to occur,
specifying the dollar amount or number of shares to be redeemed and the date
of the transaction (please call 1-800-368-3863). This will provide the Fund
with sufficient time to raise the cash in an orderly manner to pay the
redemption and thereby minimize the effect of the redemption on the interests
of the Fund's remaining shareholders.

Redemption checks in excess of the lesser of $250,000 or 1% of the Fund's
assets during any 90-day period may not be honored by the Fund if the Advisor
determines that existing conditions make cash payments undesirable.

SHARES IN CERTIFICATE FORM

Certificates will be issued for shares (other than Institutional Class shares)
held in a Fund account only upon written request. Certificates will not be
issued for Institutional Class shares of any Fund. A shareholder will,
however, have full shareholder rights whether or not a certificate is requested.

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DOLLAR COST AVERAGING

Strong Funds' Automatic Investment Plan, Payroll Direct Deposit Plan, and
Automatic Exchange Plan are methods of implementing dollar cost averaging.
Dollar cost averaging is an investment strategy that involves investing a fixed
amount of money at regular time intervals. By always investing the same set
amount, an investor will be purchasing more shares when the price is low and
fewer shares when the price is high. Ultimately, by using this principle in
conjunction with fluctuations in share price, an investor's average cost per
share may be less than the average transaction price. A program of regular
investment cannot ensure a profit or protect against a loss during declining
markets. Since such a program involves continuous investment regardless of
fluctuating share values, investors should consider their ability to continue
the program through periods of both low and high share-price levels. These
methods are unavailable for Institutional Class accounts..

FINANCIAL INTERMEDIARIES

If an investor purchases or redeems shares of the Fund through a financial
intermediary, certain features of the Fund relating to such transactions may
not be available or may be modified. In addition, certain operational policies
of the Fund, including those related to settlement and dividend accrual, may
vary from those applicable to direct shareholders of the Fund and may vary
among intermediaries. Please consult your financial intermediary for more
information regarding these matters. In addition, the Fund may pay, directly
or indirectly through arrangements with the Advisor, amounts to financial
intermediaries that provide transfer agent type and/or other administrative
services to their customers provided, however, that the Fund will not pay more
for these services through intermediary relationships than it would if the
intermediaries' customers were direct shareholders in the Fund. Certain
financial intermediaries may charge an advisory, transaction, or other fee for
their services. Investors will not be charged for such fees if investors
purchase or redeem Fund shares directly from the Fund without the intervention
of a financial intermediary.

SIGNATURE GUARANTEES

A signature guarantee is designed to protect shareholders and the Fund against
fraudulent transactions by unauthorized persons. In the following instances,
the Fund will require a signature guarantee for all authorized owners of an
account:

- - when adding the telephone redemption option to an existing account;
- - when transferring the ownership of an account to another individual or
organization;
- - when submitting a written redemption request for more than $50,000;
- - when requesting to redeem or redeposit shares that have been issued in
certificate form;
- - if requesting a certificate after opening an account;
- - when requesting that redemption proceeds be sent to a different name or
address than is registered on an account;
- - if adding/changing a name or adding/removing an owner on an account; and
- - if adding/changing the beneficiary on a transfer-on-death account.

A signature guarantee may be obtained from any eligible guarantor institution,
as defined by the SEC. These institutions include banks, savings
associations, credit unions, brokerage firms, and others. Please note that a
notary public stamp or seal is not acceptable.

RIGHT OF SET-OFF

To the extent not prohibited by law, the Fund, any other Strong Fund, and the
Advisor, each has the right to set-off against a shareholder's account balance
with a Strong Fund, and redeem from such account, any debt the shareholder may
owe any of these entities. This right applies even if the account is not
identically registered.

BROKERS RECEIPT OF PURCHASE AND REDEMPTION ORDERS

The Fund has authorized certain brokers to accept purchase and redemption
orders on the Fund's behalf. These brokers are, in turn, authorized to
designate other intermediaries to accept purchase and redemption orders on the
Fund's behalf. The Fund will be deemed to have received a purchase or
redemption order when an authorized broker or, if applicable, a broker's
authorized

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designee, accepts the order. Purchase and redemption orders received in this
manner will be priced at the Fund's net asset value next computed after they
are accepted by an authorized broker or the broker's authorized designee.

PROMOTIONAL ITEMS

From time to time, the Advisor and/or Distributor may give de minimis gifts or
other immaterial consideration to investors who open new accounts or add to
existing accounts with the Strong Funds. In addition, from time to time, the
Advisor and/or Distributor, alone or with other entities or persons, may
sponsor, participate in conducting, or be involved with sweepstakes,
give-aways, contests, incentive promotions, or other similar programs
("Give-Aways"). This is done in order to, among other reasons, increase the
number of users of and visits to the Fund's Internet web site. As part of the
Give-Aways, persons may receive cash or other awards including without
limitation, gifts, merchandise, gift certificates, travel, meals, and lodging.
Under the Advisor's and Distributor's standard rules for Give-Aways, their
employees, subsidiaries, advertising and promotion agencies, and members of
their immediate families are not eligible to enter the Give-Aways.

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ORGANIZATION

The Fund is either a "Corporation" or a "Series" of common stock of a
Corporation, as described in the chart below:

<S> <C> <C> <C> <C> <C>
Incorporation Date Series Date Class Authorized Par
Corporation Date Created Created Shares Value ($)
- ----------------------------------------------------------------------------------------------
Strong High-Yield
Municipal Bond Fund, Inc. 03/20/87 Indefinite .001
- Strong High-Yield Municipal Bond Fund 3/20/87 Indefinite .001
*Investor Class(2) 3/20/87 Indefinite .001
*Advisor Class 2/--/00 Indefinite .001
Strong Municipal
Bond Fund, Inc. 07/28/86 Indefinite .001
*Investor Class(2) 07/28/86 Indefinite .001
*Advisor Class 2/--/00 Indefinite .001
Strong Municipal Funds, Inc. (1) 07/28/86 Indefinite .00001
- Strong Municipal Advantage Fund* 07/28/86 Indefinite .00001
- Strong Municipal Money Market Fund* 07/28/86 Indefinite .00001
- Strong Short-Term High Yield Municipal Fund 10/13/97 Indefinite .00001
*Investor Class(2) 10/13/97 Indefinite .00001
*Advisor Class 2/--/00 Indefinite .00001
Strong Short-Term Municipal
Bond Fund, Inc. 12/28/90 Indefinite .00001
- Strong Short-Term Municipal Bond Fund 12/28/90 Indefinite .00001
*Investor Class(2) 12/28/90 Indefinite .00001
*Advisor Class 2/--/00 Indefinite .00001
</TABLE>

* Described in a different prospectus and Statement of Additional Information.
(1) Prior to October 27, 1995, the Corporation's name was Strong Municipal
Money Market Fund, Inc.

(2) Prior to February __, 2000 the Investor Class shares of the Fund were
designated as shares of common stock of the Fund.

The Strong Short-Term Municipal Bond Fund, Inc., Strong Municipal Bond Fund,
Inc., and Strong High-Yield Municipal Bond Fund, Inc. are separately
incorporated, diversified, open-end management investment companies. Strong
Short-Term High Yield Municipal Fund is a diversified series of Strong
Municipal Funds, Inc., which is an open-end management investment company.

The Corporation is a Wisconsin corporation that is authorized to offer
separate series of shares representing interests in separate portfolios of
securities, each with differing investment objectives. The shares in any one
portfolio may, in turn, be offered in separate classes, each with differing
preferences, limitations or relative rights. However, the Articles of
Incorporation for the Corporation provide that if additional series of shares
are issued by the Corporation, such new series of shares may not affect the
preferences, limitations or relative rights of the Corporation's outstanding
shares. In addition, the Board of Directors of the Corporation is authorized
to allocate assets, liabilities, income and expenses to each series and class.
Classes within a series may have different expense arrangements than other
classes of the same series and, accordingly, the net asset value of shares
within a series may differ. Finally, all holders of shares of the Corporation
may vote on each matter presented to shareholders for action except with
respect to any matter which affects only one or more series or class, in which
case only the shares of the affected series or class are entitled to vote.
Each share of the Fund has one vote, and all shares participate equally in
dividends and other capital gains distributions by the Fund and in the
residual assets of the Fund in the event of liquidation. Fractional shares
have

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the same rights proportionately as do full shares. Shares of the Corporation
have no preemptive, conversion, or subscription rights. If the Corporation
issues additional series, the assets belonging to each series of shares will be
held separately by the custodian, and in effect each series will be a separate
fund.

SHAREHOLDER MEETINGS

The Wisconsin Business Corporation Law permits registered investment
companies, such as the Fund, to operate without an annual meeting of
shareholders under specified circumstances if an annual meeting is not
required by the 1940 Act. The Fund has adopted the appropriate provisions in
its Bylaws and may, at its discretion, not hold an annual meeting in any year
in which the election of directors is not required to be acted on by
shareholders under the 1940 Act.

The Fund's Bylaws allow for a director to be removed by its shareholders with
or without cause, only at a meeting called for the purpose of removing the
director. Upon the written request of the holders of shares entitled to not
less than ten percent (10%) of all the votes entitled to be cast at such
meeting, the Secretary of the Fund shall promptly call a special meeting of
shareholders for the purpose of voting upon the question of removal of any
director. The Secretary shall inform such shareholders of the reasonable
estimated costs of preparing and mailing the notice of the meeting, and upon
payment to the Fund of such costs, the Fund shall give not less than ten nor
more than sixty days notice of the special meeting.

PERFORMANCE INFORMATION

The Strong Funds may advertise a variety of types of performance information
as more fully described below. The Fund's performance is historical and past
performance does not guarantee the future performance of the Fund. From time
to time, the Advisor may agree to waive or reduce its management fee and/or to
absorb certain operating expenses for the Fund. Waivers of management fees
and absorption of expenses will have the effect of increasing the Fund's
performance.

A multiple class Fund will separately calculate performance information for
each class of shares. The performance figures for each class of shares will
vary based on differences in their expense ratios.

Performance figures for the Advisor Class shares of the Fund, which were first
offered to the public on February 29, 2000, include the historical performance
of each Fund's Investor Class shares for the period from a Fund's inception
through February 28, 2000.

30-DAY YIELD

The Fund's yield is computed in accordance with a standardized method
prescribed by rules of the SEC. Under that method, the current yield
quotation for the Fund is based on a one month or 30-day period. In computing
its yield, the Fund follows certain standardized accounting practices
specified by rules of the SEC. These practices are not necessarily consistent
with those that the Fund uses to prepare annual and interim financial
statements in conformity with generally accepted accounting principles. The
yield is computed by dividing the net investment income per share earned
during the 30-day or one month period by the maximum offering price per share
on the last day of the period, according to the following formula:

YIELD = 2[( A-B + 1)6 - 1]
cd
Where a = dividends and interest earned during the period.
b = expenses accrued for the period (net of reimbursements).
c = the average daily number of shares outstanding during the period that
were
entitled to receive dividends.
d = the maximum offering price per share on the last day of the period.

TAXABLE EQUIVALENT YIELD

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The Fund's tax-equivalent yield is computed by dividing that portion of the
Fund's yield (computed as described above) that is tax-exempt by one minus
the stated federal income tax rate and adding the result to that portion, if
any, of the yield of the Fund that is not tax-exempt. Tax-equivalent yield
does not reflect possible variations due to the federal alternative minimum
tax.

An investor may want to determine which investment, tax-exempt or taxable,
will provide you with a higher after-tax return. To determine the
tax-equivalent yield, simply divide the yield from the tax-exempt investment
by the sum of (1 minus the investor's marginal tax rate). The tables below
are provided for making this calculation for selected tax-exempt yield and
taxable income levels. These yields are presented for purposes of illustration
only and are not representative of any yield that a Fund may generate.

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<PAGE>

The following table is based upon the 2000 federal tax rates in effect as of
January 1, 2000.

<TABLE>
<CAPTION>
A TAX-FREE YIELD OF:
- ----------------------------------------------------------------------------------------
4% 5% 6% 7% 8%
2000 Taxable Income Levels*
- ----------------------------------------------------------------------------------------
Single Married Filing Marginal IS EQUIVALENT TO A TAXABLE YIELD OF:
Jointly Tax Rate
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
under $26,250 under $43,850 15% 4.71% 5.88% 7.06% 8.24% 9.41%
- ----------------------------------------------------------------------------------------
$26,250- $43,850- 28% 5.56% 6.94% 8.33% 9.72% 11.11%
$63,550 $105,950
- ----------------------------------------------------------------------------------------
$63,550- $105,950- 31% 5.80% 7.25% 8.70% 10.14% 11.59%
$132,600 $161,450
- ----------------------------------------------------------------------------------------
$132,600- $161,450- 36% 6.25% 7.81% 9.38% 10.94% 12.50%
$288,350 $288,350
- ----------------------------------------------------------------------------------------
over $288,350 over $288,350 39.6% 6.62% 8.28% 9.93% 11.59% 13.25%
- ----------------------------------------------------------------------------------------
</TABLE>

* A taxpayer with an adjusted gross income in excess of $128,950 may, to
the extent such taxpayer itemizes deductions, be subject to a higher effective
marginal rate.

DISTRIBUTION RATE

The distribution rate for the Fund is computed, according to a
non-standardized formula, by dividing the total amount of actual distributions
per share paid by the Fund over a twelve month period by the Fund's net asset
value on the last day of the period. The distribution rate differs from the
Fund's yield because the distribution rate includes distributions to
shareholders from sources other than dividends and interest, such as
short-term capital gains. Therefore, the Fund's distribution rate may be
substantially different than its yield. Both the Fund's yield and
distribution rate will fluctuate.

AVERAGE ANNUAL TOTAL RETURN

The Fund's average annual total return quotation is computed in accordance
with a standardized method prescribed by rules of the SEC. The average annual
total return for the Fund for a specific period is calculated by first taking
a hypothetical $10,000 investment ("initial investment") in the Fund's shares
on the first day of the period and computing the "redeemable value" of that
investment at the end of the period. The redeemable value is then divided by
the initial investment, and this quotient is taken to the Nth root (N
representing the number of years in the period) and 1 is subtracted from the
result, which is then expressed as a percentage. The calculation assumes that
all income and capital gains dividends paid by the Fund have been reinvested
at net asset value on the reinvestment dates during the period. Average
annual total returns reflect the impact of sales charges, if any.

TOTAL RETURN

Calculation of the Fund's total return is not subject to a standardized
formula. Total return performance for a specific period is calculated by
first taking an investment (assumed below to be $10,000) ("initial
investment") in the Fund's shares on the first day of the period and computing
the "ending value" of that investment at the end of the period. The total
return percentage is then determined by subtracting the initial investment
from the ending value and dividing the remainder by the initial investment and
expressing the result as a percentage. The calculation assumes that all
income and capital gains dividends paid by the Fund have been reinvested at
net asset value of the Fund on the reinvestment dates during the period.
Total return may also be shown as the increased dollar value of the
hypothetical investment over the period. Total returns reflect the impact of
sales charges, if any.

CUMULATIVE TOTAL RETURN

46
<PAGE>

Cumulative total return represents the simple change in value of an investment
over a stated period and may be quoted as a percentage or as a dollar amount.
Total returns and cumulative total returns may be broken down into their
components of income and capital (including capital gains and changes in share
price) in order to illustrate the relationship between these factors and their
contributions to total return. Cumulative total returns reflect the impact of
sales charges, if any.

SPECIFIC FUND PERFORMANCE

30-DAY YIELD

(30-day period ended August 31, 1999)

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Waived
Tax Equivalent Yield Management Absorbed Yield Without Waivers and
Fund Yield (31% Tax Bracket) Fees Expenses Absorptions
- ----------------- ------ -------------------- ---------- --------- -------------------------

High-Yield 5.97% 8.65% 0 0 5.97%
Municipal Bond
- Investor Class
- ----------------- ------ -------------------- ---------- --------- -------------------------

Municipal Bond 5.46% 7.91% 0 0 5.46%
- Investor Class
- ----------------- ------ -------------------- ---------- --------- -------------------------

Short-Term 4.55% 6.59% 0 0 4.55%
Municipal Bond
- Investor Class
- ----------------- ------ -------------------- ---------- --------- -------------------------

Short-Term High 5.04% 7.30% .11% 0 4.93%
Yield Municipal
- Investor Class
- ----------------- ------ -------------------- ---------- --------- -------------------------
</TABLE>

NOTE - THE 30-DAY YIELDS FOR THE ADVISOR CLASS SHARES OF THE FUND ARE NOT
SHOWN HERE BECAUSE THESE SHARES WERE FIRST ISSUED ON FEBRUARY 29, 2000.

TOTAL RETURN

HIGH-YIELD MUNICIPAL BOND FUND - INVESTOR CLASS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Initial $10,000 Ending value Cumulative Average Annual Total
Time Period Investment August 31, 1999 Total Return Return
- ------------- --------------- --------------- ------------ --------------------
One Year $10,000 $9,895 -1.05% -1.05%
- ------------- --------------- --------------- ------------ --------------------
Five Year $10,000 $13,947 39.47% 6.88%
- ------------- --------------- --------------- ------------ --------------------
Life of Fund* $10,000 $14,449 44.49% 6.42%
- ------------- --------------- --------------- ------------ --------------------
</TABLE>

* Commenced operations on October 1, 1993.

HIGH-YIELD MUNICIPAL BOND FUND - ADVISOR CLASS+

47
<PAGE>

* Commenced operations on October 1, 1993.
+ Commenced operations on February 29, 2000.

MUNICIPAL BOND FUND - INVESTOR CLASS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Initial $10,000 Ending value Cumulative Average Annual Total
Time Period Investment August 31, 1999 Total Return Return
- ------------- --------------- --------------- ------------ --------------------
One Year $10,000 $9,903 -0.97% -0.97%
- ------------- --------------- --------------- ------------ --------------------
Five Year $10,000 $12,986 29.86% 5.36%
- ------------- --------------- --------------- ------------ --------------------
Ten Year $10,000 $19,328 93.28% 6.81%
- ------------- --------------- --------------- ------------ --------------------
Life of Fund* $10,000 $21,637 116.37% 6.19%
- ------------- --------------- --------------- ------------ --------------------
</TABLE>

* Commenced operations on October 23, 1986.

MUNICIPAL BOND FUND - ADVISOR CLASS+

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Initial $10,000 Ending value Cumulative Average Annual Total
Time Period Investment August 31, 1999 Total Return Return
- ------------- --------------- --------------- ------------ --------------------
One Year $10,000 $9,903 -0.97% -0.97%
- ------------- --------------- --------------- ------------ --------------------
Five Year $10,000 $12,986 29.86% 5.36%
- ------------- --------------- --------------- ------------ --------------------
Ten Year $10,000 $19,328 93.28% 6.81%
- ------------- --------------- --------------- ------------ --------------------
Life of Fund* $10,000 $21,637 116.37% 6.19%
- ------------- --------------- --------------- ------------ --------------------
</TABLE>

* Commenced operations on October 23, 1986.

+ Commenced operations on February 29, 2000.

SHORT-TERM HIGH YIELD MUNICIPAL FUND - INVESTOR CLASS

* Commenced operations on November 30, 1997.

SHORT-TERM HIGH YIELD MUNICIPAL FUND - ADVISOR CLASS+

* Commenced operations on November 30, 1997.

+ Commenced operations on February 29, 2000.

48
<PAGE>

SHORT-TERM MUNICIPAL BOND FUND - INVESTOR CLASS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Initial $10,000 Ending value Cumulative Average Annual Total
Time Period Investment August 31, 1999 Total Return Return
- ------------- --------------- --------------- ------------ --------------------
One Year $10,000 $10,279 2.79% 2.79%
- ------------- --------------- --------------- ------------ --------------------
Five Year $10,000 $12,378 23.78% 4.36%
- ------------- --------------- --------------- ------------ --------------------
Life of Fund* $10,000 $14,167 41.67% 4.65%
- ------------- --------------- --------------- ------------ --------------------
</TABLE>

* Commenced operations on December 31, 1991.

SHORT-TERM MUNICIPAL BOND FUND - ADVISOR CLASS+

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Initial $10,000 Ending value Cumulative Average Annual Total
Time Period Investment August 31, 1999 Total Return Return
- ------------- --------------- --------------- ------------ --------------------
One Year $10,000 $10,279 2.79% 2.79%
- ------------- --------------- --------------- ------------ --------------------
Five Year $10,000 $12,378 23.78% 4.36%
- ------------- --------------- --------------- ------------ --------------------
Life of Fund* $10,000 $14,167 41.67% 4.65%
- ------------- --------------- --------------- ------------ --------------------
</TABLE>

* Commenced operations on December 31, 1991.

+ Commenced operations on February 29, 2000.

COMPARISONS

U.S. TREASURY BILLS, NOTES, OR BONDS. Investors may want to compare the
performance of the Fund to that of U.S. Treasury bills, notes, or bonds, which
are issued by the U.S. Government. Treasury obligations are issued in
selected denominations. Rates of Treasury obligations are fixed at the time
of issuance and payment of principal and interest is backed by the full faith
and credit of the Treasury. The market value of such instruments will
generally fluctuate inversely with interest rates prior to maturity and will
equal par value at maturity. Generally, the values of obligations with
shorter maturities will fluctuate less than those with longer maturities.

CERTIFICATES OF DEPOSIT. Investors may want to compare the Fund's performance
to that of certificates of deposit offered by banks and other depositary
institutions. Certificates of deposit may offer fixed or variable interest
rates and principal is guaranteed and may be insured. Withdrawal of the
deposits prior to maturity normally will be subject to a penalty. Rates
offered by banks and other depositary institutions are subject to change at
any time specified by the issuing institution.

MONEY MARKET FUNDS. Investors may also want to compare performance of the
Fund to that of money market funds. Money market fund yields will fluctuate
and shares are not insured, but share values usually remain stable.

LIPPER ANALYTICAL SERVICES, INC. ("LIPPER") AND OTHER INDEPENDENT RANKING
ORGANIZATIONS. From time to time, in marketing and other fund literature, the
Fund's performance may be compared to the performance of other mutual funds in
general or to the performance of particular types of mutual funds with similar
investment goals, as tracked by independent organizations. Among these
organizations, Lipper, a widely used independent research firm which ranks
mutual funds by overall performance, investment objectives, and assets, may be
cited. Lipper performance figures are based on changes in net asset value,
with all income and capital gains dividends reinvested. Such calculations do
not include the effect of any sales charges imposed by other funds. The Fund
will be compared to Lipper's appropriate fund category, that is, by fund
objective and portfolio holdings. The Fund's performance may also be compared
to the average performance of its Lipper category.

49
<PAGE>

MORNINGSTAR, INC. The Fund's performance may also be compared to the
performance of other mutual funds by Morningstar, Inc., which rates funds on
the basis of historical risk and total return. Morningstar's ratings range
from five stars (highest) to one star (lowest) and represent Morningstar's
assessment of the historical risk level and total return of a fund as a
weighted average for 3, 5, and 10 year periods. Ratings are not absolute and
do not represent future results.

INDEPENDENT SOURCES. Evaluations of fund performance made by independent
sources may also be used in advertisements concerning the Fund, including
reprints of, or selections from, editorials or articles about the Fund,
especially those with similar objectives. Sources for fund performance and
articles about the Fund may include publications such as Money, Forbes,
Kiplinger's, Smart Money, Financial World, Business Week, U.S. News and World
Report, The Wall Street Journal, Barron's, and a variety of investment
newsletters.

IBC/DONOGHUE, INC. IBC/Donoghue, Inc. is an independently operated financial
newsletter publishing firm specializing in the statistical analysis of the
trends in the money market mutual fund industry. From time to time, in
marketing and other fund literature, IBC/Donoghue data may be quoted or
compared to the Fund's performance. IBC/Donoghue, Inc. provides current (7
and 30 day yields) and historical performance (1, 3, and 5 year returns),
rankings and category averages for over 1,100 money market mutual funds.

INDIVIDUAL MUNICIPAL BONDS. The Fund may compare and contrast in advertising
the relative advantages of investing in a mutual fund versus an individual
municipal bond. Unlike municipal bond mutual funds, individual municipal
bonds offer a stated rate of interest and, if held to maturity, repayment of
principal. Although some individual municipal bonds might offer a higher
return, they may not offer the reduced risk of a mutual fund which invests in
many different securities. The initial investment requirements and sales
charges of many municipal bond mutual funds are lower than the purchase cost
of individual municipal bonds, which are generally issued in $5,000
denominations and are subject to direct brokerage costs.

INDICES. The Fund may compare its performance to a wide variety of indices.
There are differences and similarities between the investments that a Fund may
purchase and the investments measured by the indices.

HISTORICAL ASSET CLASS RETURNS. From time to time, marketing materials may
portray the historical returns of various asset classes. Such presentations
will typically compare the average annual rates of return of inflation, U.S.
Treasury bills, bonds, common stocks, and small stocks. There are important
differences between each of these investments that should be considered in
viewing any such comparison. The market value of stocks will fluctuate with
market conditions, and small-stock prices generally will fluctuate more than
large-stock prices. Stocks are generally more volatile than bonds. In return
for this volatility, stocks have generally performed better than bonds or cash
over time. Bond prices generally will fluctuate inversely with interest rates
and other market conditions, and the prices of bonds with longer maturities
generally will fluctuate more than those of shorter-maturity bonds. Interest
rates for bonds may be fixed at the time of issuance, and payment of principal
and interest may be guaranteed by the issuer and, in the case of U.S. Treasury
obligations, backed by the full faith and credit of the U.S. Treasury.

STRONG FUNDS. The Strong Funds offer a comprehensive range of conservative to
aggressive investment options. The Strong Funds and their investment
objectives are listed below.

FUND NAME INVESTMENT OBJECTIVE
<TABLE>
<CAPTION>
<S> <C>
Strong Investors Money Fund Current income, a stable share price, and daily liquidity.
- ---------------------------------- ---------------------------------------------------------------------------------
Strong Money Market Fund Current income, a stable share price, and daily liquidity.
- ---------------------------------- ---------------------------------------------------------------------------------
Strong Heritage Money Fund Current income, a stable share price, and daily liquidity.
- ---------------------------------- ---------------------------------------------------------------------------------
Strong Municipal Money Market Fund Federally tax-exempt current income, a stable share-price, and daily liquidity.
- ---------------------------------- ---------------------------------------------------------------------------------
Strong Municipal Advantage Fund Federally tax-exempt current income with a very low degree of share-price
fluctuation.
- ---------------------------------- ---------------------------------------------------------------------------------
Strong Advantage Fund Current income with a very low degree of share-price fluctuation.
- ---------------------------------- ---------------------------------------------------------------------------------
Strong Short-Term Municipal Bond Total return by investing for a high level of federally tax-exempt current income
Fund with a low degree of share-price fluctuation.
- ---------------------------------- ---------------------------------------------------------------------------------
Strong Short-Term Bond Fund Total return by investing for a high level of current income with a low degree of
share-price fluctuation.
- ---------------------------------- ---------------------------------------------------------------------------------
Strong Short-Term Global Bond Fund Total return by investing for a high level of income with a low degree of share
price fluctuation.
- ---------------------------------- ---------------------------------------------------------------------------------
Strong Short-Term High Yield Total return by investing for a high level of federally tax-exempt current income
Municipal Fund with a moderate degree of share-price fluctuation.
- ---------------------------------- ---------------------------------------------------------------------------------
Strong Short-Term High Yield Bond Total return by investing for a high level of current income with a moderate
Fund degree of share-price fluctuation.
- ---------------------------------- ---------------------------------------------------------------------------------
Strong Government Securities Fund Total return by investing for a high level of current income with a moderate
degree of share-price fluctuation.
- ---------------------------------- -----------------------------------------------------------------------------------
Strong Municipal Bond Fund Total return by investing for a high level of federally tax-exempt current income
with a moderate degree of share-price fluctuation.
- ---------------------------------- -----------------------------------------------------------------------------------
Strong Corporate Bond Fund Total return by investing for a high level of current income with a moderate
degree of share-price fluctuation.
- ---------------------------------- -----------------------------------------------------------------------------------
Strong High-Yield Municipal Bond Total return by investing for a high level of federally tax-exempt current income.
Fund
- ---------------------------------- -----------------------------------------------------------------------------------
Strong Conservative Portfolio Total return by investing primarily for income and secondarily for capital grouth.
- ---------------------------------- -----------------------------------------------------------------------------------
Strong High-Yield Bond Fund Total return by investing for a high level of current income and capital growth.
- ---------------------------------- -----------------------------------------------------------------------------------
Strong Global High-Yield Bond Fund Total return by investing for a high level of current income and capital growth.
- ---------------------------------- -----------------------------------------------------------------------------------
Strong International Bond Fund High total return by investing for both income and capital appreciation.
- ---------------------------------- -----------------------------------------------------------------------------------
Strong Asset Allocation Fund High total return consistent with reasonable risk over the long term.
- ---------------------------------- -----------------------------------------------------------------------------------
Strong Equity Income Fund Total return by investing for both income and capital growth.
- ---------------------------------- -----------------------------------------------------------------------------------
Strong American Utilities Fund Total return by investing for both income and capital growth.
- ---------------------------------- -----------------------------------------------------------------------------------
Strong Blue Chip 100 Fund Total return by investing for both income and capital growth.
- ---------------------------------- -----------------------------------------------------------------------------------
Strong Limited Resources Fund Total return by investing for both capital growth and income.
- ---------------------------------- -----------------------------------------------------------------------------------
Strong Moderate Portfolio Total return by investing primarily for capital growth and secondarily for
income.
- ---------------------------------- -----------------------------------------------------------------------------------
Strong Total Return Fund High total return by investing for capital growth and income.
- ---------------------------------- -----------------------------------------------------------------------------------
Strong Growth and Income Fund High total return by investing for capital growth and income.
- ---------------------------------- -----------------------------------------------------------------------------------
Strong Index 500 Fund To approximate as closely as practicable (before fees and expenses) the
capitalization-weighted total rate of return of that portion of the U.S. market for
publicly traded common stocks composed of the larger capitalized companies.
- ---------------------------------- -----------------------------------------------------------------------------------
Strong Schafer Balanced Fund Total return by investing for both income and capital growth.
- ---------------------------------- -----------------------------------------------------------------------------------
Strong Schafer Value Fund Long-term capital appreciation principally through investment in common stocks
and other equity securities. Current income is a secondary objective.
- ---------------------------------- -----------------------------------------------------------------------------------
Strong Aggressive Portfolio Capital growth.
- ---------------------------------- -----------------------------------------------------------------------------------
Strong Dow 30 Value Fund Capital growth.
- ---------------------------------- -----------------------------------------------------------------------------------
Strong Value Fund Capital growth.
- ---------------------------------- -----------------------------------------------------------------------------------
Strong Opportunity Fund Capital growth.
- ---------------------------------- -----------------------------------------------------------------------------------
Strong Mid Cap Disciplined Fund Capital growth.
- ---------------------------------- -----------------------------------------------------------------------------------
Strong Mid Cap Growth Fund Capital growth.
- ---------------------------------- -----------------------------------------------------------------------------------
Strong Common Stock Fund* Capital growth.
- ---------------------------------- -----------------------------------------------------------------------------------
Strong Strategic Growth Fund Capital growth.
- ---------------------------------- -----------------------------------------------------------------------------------
Strong Small Cap Value Fund Capital growth.
- ---------------------------------- -----------------------------------------------------------------------------------
Strong Growth Fund Capital growth.
- ---------------------------------- -----------------------------------------------------------------------------------
Strong Discovery Fund Capital growth.
- ---------------------------------- -----------------------------------------------------------------------------------
Strong U.S. Emerging Growth Fund Capital growth.
- ---------------------------------- -----------------------------------------------------------------------------------
Strong Technology Index Plus Fund Capital growth.
- ---------------------------------- -----------------------------------------------------------------------------------
Strong Enterprise Fund Capital growth.
- ---------------------------------- -----------------------------------------------------------------------------------
Strong Technology 100 Fund Capital growth.
- ---------------------------------- -----------------------------------------------------------------------------------
Strong Internet Fund Capital growth.
- ---------------------------------- -----------------------------------------------------------------------------------
Strong Growth 20 Fund Capital growth.
- ---------------------------------- -----------------------------------------------------------------------------------
Strong International Stock Fund Capital growth.
- ---------------------------------- -----------------------------------------------------------------------------------
Strong Overseas Fund Capital growth.
- ---------------------------------- -----------------------------------------------------------------------------------
Strong Foreign MajorMarketsSM Fund Capital growth.
- ---------------------------------- -----------------------------------------------------------------------------------
Strong Asia Pacific Fund Capital growth.
- ---------------------------------- -----------------------------------------------------------------------------------
</TABLE>

51
<PAGE>

* The Fund is closed to new investors, except the Fund may continue to
offer its shares through certain 401(k) plans and similar company-sponsored
retirement plans.

The Advisor also serves as Advisor to several management investment companies,
some of which fund variable annuity separate accounts of certain insurance
companies.

The Fund may from time to time be compared to other Strong Funds based on a
risk/reward spectrum. In general, the amount of risk associated with any
investment product is commensurate with that product's potential level of
reward. The Strong Funds risk/reward continuum or any Fund's position on the
continuum may be described or diagrammed in marketing materials. The Strong
Funds risk/reward continuum positions the risk and reward potential of each
Strong Fund relative to the other Strong Funds, but is not intended to
position any Strong Fund relative to other mutual funds or investment
products. Marketing materials may also discuss the relationship between risk
and reward as it relates to an individual investor's portfolio.

TYING TIME FRAMES TO YOUR GOALS. There are many issues to consider as you
make your investment decisions, including analyzing your risk tolerance,
investing experience, and asset allocations. You should start to organize
your investments by learning to link your many financial goals to specific
time frames. Then you can begin to identify the appropriate types of
investments to help meet your goals. As a general rule of thumb, the longer
your time horizon, the more price fluctuation you will be able to tolerate in
pursuit of higher returns. For that reason, many people with longer-term
goals select stocks or long-term bonds, and many people with nearer-term goals
match those up with for instance, short-term bonds. The Advisor developed the
following suggested holding periods to help our investors set realistic
expectations for both the risk and reward potential of our funds. (See table
below.) Of course, time is just one element to consider when making your
investment decision.

STRONG FUNDS SUGGESTED MINIMUM HOLDING PERIODS

<TABLE>
<CAPTION>
<S> <C> <C> <C>
UNDER 1 YEAR 1 TO 2 YEARS 4 TO 7 YEARS 5 OR MORE YEARS
- ---------------------- -------------------------- --------------------------- -----------------------------------------
Money Market Fund Advantage Fund Government Securities Fund Asset Allocation Fund
Heritage Money Fund Municipal Advantage Fund Municipal Bond Fund American Utilities Fund
Municipal Money Market Corporate Bond Fund Index 500 Fund
Fund 2 TO 4 YEARS International Bond Fund Total Return Fund
Investors Money Fund Short-Term Bond Fund High-Yield Municipal Bond Opportunity Fund
Short-Term Municipal Bond Fund Growth Fund
Fund High-Yield Bond Fund Common Stock Fund*
Short-Term Global Bond Global High-Yield Bond Fund Discovery Fund
Fund Conservative Portfolio International Stock Fund
Short-Term High Yield Bond Asia Pacific Fund
Fund Value Fund
Short-Term High Yield Growth and Income Fund
Municipal Fund Equity Income Fund
Mid Cap Growth Fund
Schafer Value Fund
Growth 20 Fund
Blue Chip 100 Fund
Small Cap Value Fund
Dow 30 Value Fund
Schafer Balanced Fund
Limited Resources Fund
Overseas Fund
Foreign MajorMarketsSM
Fund
Strategic Growth Fund
Enterprise Fund
Mid Cap Disciplined Fund
U.S. Emerging Growth Fund
Aggressive Portfolio
Moderate Portfolio
Technology 100 Fund
Technology Index Plus Fund
Internet Fund
</TABLE>

52
<PAGE>

* This Fund is closed to new investors, except the Fund may continue to
offer its shares through certain 401(k) plans and similar company-sponsored
retirement plans.

PRODUCT LIFE CYCLES. Discussions of product life cycles and their potential
impact on the Fund's investments may be used in advertisements and sales
materials. The basic idea is that most products go through a life cycle that
generally consists of an early adoption phase, a rapid growth phase, and a
maturity phase. The early adoption phase generally includes the time period
during which the product is first being developed and marketed. The rapid
growth phase usually occurs when the general public becomes aware of the new
product and sales are rising. The maturity phase generally includes the time
period when the public has been aware of the product for a period of time and
sales have leveled off or declined.

By identifying and investing in companies that produce or service products that
are in the early adoption phase of their life cycle, it may be possible for the
Fund to benefit if the product moves into a prolonged period of rapid growth
that enhances the company's stock price. However, you should keep in mind that
investing in a product in its early adoption phase does not provide any
guarantee of profit. A product may experience a prolonged rapid growth and
maturity phase without any corresponding increase in the company's stock price.
In addition, different products have life cycles that may be longer or shorter
than those depicted and these variations may influence whether the product has
a positive effect on the company's stock price. For example, a product may not
positively impact a company's stock price if it experiences an extremely short
rapid growth or maturity phase because the product becomes obsolete soon after
it is introduced to the general public. Other products may never move past the
early adoption phase and have no impact on the company's stock price.

ADDITIONAL FUND INFORMATION

PORTFOLIO CHARACTERISTICS. In order to present a more complete picture of the
Fund's portfolio, marketing materials may include various actual or estimated
portfolio characteristics, including but not limited to median market
capitalizations, earnings per share, alphas, betas, price/earnings ratios,
returns on equity, dividend yields, capitalization ranges, growth rates,
price/book ratios, top holdings, sector breakdowns, asset allocations, quality
breakdowns, and breakdowns by geographic region.

MEASURES OF VOLATILITY AND RELATIVE PERFORMANCE. Occasionally statistics may
be used to specify fund volatility or risk. The general premise is that
greater volatility connotes greater risk undertaken in achieving performance.
Measures of volatility or risk are generally used to compare the Fund's net
asset value or performance relative to a market index. One measure of
volatility is beta. Beta is the volatility of a fund relative to the total
market as represented by the Standard & Poor's 500 Stock Index. A beta of
more than 1.00 indicates volatility greater than the market, and a beta of
less than 1.00 indicates volatility less than the market. Another measure of
volatility or risk is standard deviation. Standard deviation is a statistical
tool that measures the degree to which a fund's performance has varied from
its average performance during a particular time period.

Standard deviation is calculated using the following formula:

Standard deviation = the square root of S(xi - xm)2
n-1

Where: S = "the sum of",
xi = each individual return during the time period,
xm = the average return over the time period, and
n = the number of individual returns during the time period.

Statistics may also be used to discuss the Fund's relative performance. One
such measure is alpha. Alpha measures the actual return of a fund compared to
the expected return of a fund given its risk (as measured by beta). The
expected return is based on

53
<PAGE>

how the market as a whole performed, and how the particular fund has
historically performed against the market. Specifically, alpha is the actual
return less the expected return. The expected return is computed by multiplying
the advance or decline in a market representation by the Fund's beta. A
positive alpha quantifies the value that the fund manager has added, and a
negative alpha quantifies the value that the fund manager has lost.

Other measures of volatility and relative performance may be used as
appropriate. However, all such measures will fluctuate and do not represent
future results.

DURATION. Duration is a calculation that seeks to measure the price
sensitivity of a bond or a bond fund to changes in interest rates. It
measures bond price sensitivity to interest rate changes by taking into
account the time value of cash flows generated over the bond's life. Future
interest and principal payments are discounted to reflect their present value
and then are multiplied by the number of years they will be received to
produce a value that is expressed in years. Since duration can also be
computed for the Fund, you can estimate the effect of interest rates on the
Fund's share price. Simply multiply the Fund's duration by an expected change
in interest rates. For example, the price of the Fund with a duration of two
years would be expected to fall approximately two percent if market interest
rates rose by one percentage point.

GENERAL INFORMATION

BUSINESS PHILOSOPHY

The Advisor is an independent, Midwestern-based investment advisor, owned by
professionals active in its management. Recognizing that investors are the
focus of its business, the Advisor strives for excellence both in investment
management and in the service provided to investors. This commitment affects
many aspects of the business, including professional staffing, product
development, investment management, and service delivery.

The increasing complexity of the capital markets requires specialized skills
and processes for each asset class and style. Therefore, the Advisor believes
that active management should produce greater returns than a passively managed
index. The Advisor has brought together a group of top-flight investment
professionals with diverse product expertise, and each concentrates on their
investment specialty. The Advisor believes that people are the firm's most
important asset. For this reason, continuity of professionals is critical to
the firm's long-term success.

INVESTMENT ENVIRONMENT

Discussions of economic, social, and political conditions and their impact on
the Fund may be used in advertisements and sales materials. Such factors that
may impact the Fund include, but are not limited to, changes in interest
rates, political developments, the competitive environment, consumer behavior,
industry trends, technological advances, macroeconomic trends, and the supply
and demand of various financial instruments. In addition, marketing materials
may cite the portfolio management's views or interpretations of such factors.

EIGHT BASIC PRINCIPLES FOR SUCCESSFUL MUTUAL FUND INVESTING
These common sense rules are followed by many successful investors. They make
sense for beginners, too. If you have a question on these principles, or would
like to discuss them with us, please contact us at 1-800-368-3863.

1. HAVE A PLAN - even a simple plan can help you take control of your
financial future. Review your plan once a year, or if your circumstances
change.

2. START INVESTING AS SOON AS POSSIBLE. Make time a valuable ally. Let it
put the power of compounding to work for you, while helping to reduce your
potential investment risk.

3. DIVERSIFY YOUR PORTFOLIO. By investing in different asset classes -
stocks, bonds, and cash - you help protect against poor performance in one
type of investment while including investments most likely to help you achieve
your important goals.

54
<PAGE>

4. INVEST REGULARLY. Investing is a process, not a one-time event. By
investing regularly over the long term, you reduce the impact of short-term
market gyrations, and you attend to your long-term plan before you're tempted
to spend those assets on short-term needs.

5. MAINTAIN A LONG-TERM PERSPECTIVE. For most individuals, the best
discipline is staying invested as market conditions change. Reactive,
emotional investment decisions are all too often a source of regret - and
principal loss.

6. CONSIDER STOCKS TO HELP ACHIEVE MAJOR LONG-TERM GOALS. Over time,
stocks have provided the more powerful returns needed to help the value of
your investments stay well ahead of inflation.

7. KEEP A COMFORTABLE AMOUNT OF CASH IN YOUR PORTFOLIO. To meet current
needs, including emergencies, use a money market fund or a bank account - not
your long-term investment assets.

8. KNOW WHAT YOU'RE BUYING. Make sure you understand the potential risks
and rewards associated with each of your investments. Ask questions... request
information...make up your own mind. And choose a fund company that helps you
make informed investment decisions.

STRONG FINANCIAL ADVISORS GROUP

The Strong Financial Advisors Group is dedicated to helping financial advisors
better serve their clients. Financial advisors receive regular updates on the
mutual funds managed by the Advisor, access to portfolio managers through
special conference calls, consolidated mailings of duplicate confirmation
statements, access to the Advisor's network of regional representatives, and
other specialized services. For more information on the Strong Financial
Advisors Group, call 800-368-1683.

INDEPENDENT ACCOUNTANTS

PricewaterhouseCoopers LLP, 100 East Wisconsin Avenue, Milwaukee, Wisconsin
53202, are the independent accountants for the Fund, providing audit services
and assistance and consultation with respect to the preparation of filings with
the SEC.

LEGAL COUNSEL

Godfrey & Kahn, S.C., 780 North Water Street, Milwaukee, Wisconsin 53202, acts
as legal counsel for the Fund.

FINANCIAL STATEMENTS

The Annual Report for the Fund that is attached to this SAI contains the
following audited financial information:

1. Schedule of Investments in Securities.
2. Statement of Operations.
3. Statement of Assets and Liabilities.
4. Statement of Changes in Net Assets.
5. Notes to Financial Statements.
6. Financial Highlights.
7. Report of Independent Accountants.

55
<PAGE>

APPENDIX A - ASSET COMPOSITION BY BOND RATINGS

For the fiscal year ended August 31, 1999, the Fund's assets were invested in
the credit categories shown below. Percentages are computed on a
dollar-weighted basis and are an average of twelve monthly calculations.

STRONG HIGH-YIELD MUNICIPAL BOND FUND

<TABLE>
<CAPTION>
<S> <C> <C>
RATED ADVISOR'S ASSESSMENT
RATING SECURITIES* OF UNRATED SECURITIES
- ------ ----------- ------------------------------
AAA 7.2% 1.6%
AA 1.4 4.4
A 3.1 0.6
BBB 8.9 9.8
BB 6.4 33.6
B 0.0 20.0
CCC 0.0 1.0
CC 0.0 0.0
C 0.2 0.2
D 0.8 0.8
Total 28.0 + 72.0 =100%
</TABLE>

STRONG MUNICIPAL BOND FUND

<TABLE>
<CAPTION>
<S> <C> <C>
RATED ADVISOR'S ASSESSMENT
RATING SECURITIES* OF UNRATED SECURITIES
- ------ ----------- -------------------------
AAA 21.4% 1.6%
AA 16.1 1.3
A 14.2 1.1
BBB 22.0 13.5
BB 0.0 8.5
B 0.0 0.3
CCC 0.0 0.0
CC 0.0 0.0
C 0.0 0.0
D 0.0 0.0
Total 73.7 + 26.3 =100%
</TABLE>

* The indicated percentages are based on the highest rating received from any
one NRSRO. Each of the NRSROs utilizes rating categories that are substantially
similar to those used in this chart (see the information below for the rating
categories of several NRSROs).

56
<PAGE>

STRONG SHORT-TERM HIGH YIELD MUNICIPAL FUND

<TABLE>
<CAPTION>
<S> <C> <C>
RATED ADVISOR'S ASSESSMENT
RATING SECURITIES* OF UNRATED SECURITIES
- ------ ----------- -------------------------
AAA 5.0% 0.8%
AA 0.8 3.6
A 5.5 1.2
BBB 15.0 11.8
BB 14.8 35.4
B 0.6 5.5
CCC 0.0 0.0
CC 0.0 0.0
C 0.0 0.0
D 0.0 0.0
Total 41.7 + 58.3 =100%
- ------ ----------- -------------------------
</TABLE>

STRONG SHORT-TERM MUNICIPAL BOND FUND

<TABLE>
<CAPTION>
<S> <C> <C>
RATED ADVISOR'S ASSESSMENT
RATING SECURITIES* OF UNRATED SECURITIES
- ------ ----------- -------------------------
AAA 19.4% 1.5%
AA 13.9 5.7
A 10.9 2.5
BBB 18.8 18.1
BB 2.0 7.0
B 0.0 0.2
CCC 0.0 0.0
CC 0.0 0.0
C 0.0 0.0
D 0.0 0.0
Total 65.0 + 35.0 =100%
- ------ ----------- -------------------------
</TABLE>

57
<PAGE>

APPENDIX B - DEFINITION OF BOND RATINGS

STANDARD & POOR'S ISSUE CREDIT RATINGS

A Standard & Poor's issue credit rating is a current opinion of the
creditworthiness of an obligor with respect to a specific financial
obligation, a specific class of financial obligations, or a specific financial
program (including ratings on medium-term note programs and commercial paper
programs). It takes into consideration the creditworthiness of guarantors,
insurers, or other forms of credit enhancement of the obligation and takes
into account the currency in which the obligation is denominated. The issue
credit rating is not a recommendation to purchase, sell, or hold a financial
obligation, inasmuch as it does not comment as 7to market price or suitability
for a particular investor.

Issue credit ratings are based on current information furnished by the
obligors or obtained by Standard & Poor's from other sources it considers to
be reliable. Standard & Poor's does not perform an audit in connection with
any credit rating and may, on occasion, rely on unaudited financial
information. Credit ratings may be changed, suspended, or withdrawn as a
result of changes in, or unavailability of, such information, or based on
other circumstances.

Issue credit ratings can be either long-term or short-term. Short-term
ratings are generally assigned to those obligations considered short-term in
the relevant market. In the U.S., for example, that means obligations with an
original maturity of no more than 365 days - including commercial paper.
Short-term ratings are also used to indicate the creditworthiness of an
obligor with respect to put features on long-term obligations. The result is
a dual rating, in which the short-term rating addresses the put feature, in
addition to the usual long-term rating. Medium-term notes are assigned
long-term ratings.

Issue credit ratings are based, in varying degrees, on the following
considerations:

1. Likelihood of payment capacity and willingness of the obligor to meet
its financial commitment on an obligation in accordance with the terms of the
obligation.

2. Nature of and provisions of the obligation.

3. Protection afforded by, and relative position of, the obligation in the
event of bankruptcy, reorganization, or other arrangement under the laws of
bankruptcy and other laws affecting creditors' rights.

The issue rating definitions are expressed in terms of default risk. As such,
they pertain to senior obligations of an entity. Junior obligations are
typically rated lower than senior obligations, to reflect the lower priority
in bankruptcy, as noted above. (Such differentiation applies when an entity
has both senior and subordinated obligations, secured and unsecured
obligations, or operating company and holding company obligations.)
Accordingly, in the case of junior debt, the rating may not conform exactly
with the category definition.

'AAA'

An obligation rated 'AAA' has the highest rating assigned by Standard &
Poor's. The obligor's capacity to meet its financial commitment on the
obligation is EXTREMELY STRONG.

'AA'

An obligation rated 'AA' differs from the highest rated obligations only in
small degree. The obligor's capacity to meet its financial commitment on the
obligation is VERY STRONG.

'A'

An obligation rated 'A' is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than obligations in higher
rated categories. However, the obligor's capacity to meet its financial
commitment on the obligation is still STRONG.

58
<PAGE>

'BBB'

An obligation rated 'BBB' exhibits ADEQUATE protection parameters. However,
adverse economic conditions or changing circumstances are more likely to lead
to a weakened capacity of the obligor to meet its financial commitment on the
obligation.

Obligations rated 'BB', 'B', 'CCC', 'CC' and 'C' are regarded as having
significant speculative characteristics. 'BB' indicates the least degree of
speculation and 'C' the highest. While such obligations will likely have some
quality and protective characteristics, these may be outweighed by large
uncertainties or major exposures to adverse conditions.

'BB'

An obligation rated 'BB' is LESS VULNERABLE to nonpayment than other
speculative issues. However, it faces major ongoing uncertainties or exposure
to adverse business, financial, or economic conditions which could lead to the
obligor's inadequate capacity to meet its financial commitment on the
obligation.

'B'

An obligation rated 'B' is MORE VULNERABLE to nonpayment than obligations
rated 'BB', but the obligor currently has the capacity to meet its financial
commitment on the obligation. Adverse business, financial, or economic
conditions will likely impair the obligor's capacity or willingness to meet
its financial commitment on the obligation.

'CCC'

An obligation rated 'CCC' is CURRENTLY VULNERABLE to nonpayment, and is
dependent upon favorable business, financial, and economic conditions for the
obligor to meet its financial commitment on the obligation. In the event of
adverse business, financial, or economic conditions, the obligor is not likely
to have the capacity to meet its financial commitment on the obligation.

'CC'

An obligation rated 'CC' is CURRENTLY HIGHLY VULNERABLE to nonpayment.

'C'

The 'C' rating may be used to cover a situation where a bankruptcy petition
has been filed or similar action has been taken, but payments on this
obligation are being continued.

'D'

An obligation rated 'D' is in payment default. The 'D' rating category is
used when payments on an obligation are not made on the date due, even if the
applicable grace period has not expired, unless Standard & Poor's believes
that such payments will be made during such grade period. The 'D' rating also
will be used upon the filing of a bankruptcy petition or the taking of a
similar action if payments on an obligation are jeopardized.

59
<PAGE>

MOODY'S LONG-TERM DEBT RATINGS

Aaa - Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edged." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized
are most unlikely to impair the fundamentally strong position of such issues.

Aa - Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known
as high-grade bonds. They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risk appear somewhat larger than in Aaa
securities.

A - Bonds which are rated A possess many favorable investment attributes and
are to be considered as upper-medium-grade obligations. Factors giving
security to principal and interest are considered adequate, but elements may
be present which suggest a susceptibility to impairment some time in the
future.

Baa - Bonds which are rated Baa are considered as medium-grade obligations
(I.E., they are neither highly protected nor poorly secured). Interest
payments and principal security appear adequate for the present but certain
protective elements may be lacking or may be characteristically unreliable
over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.

Ba - Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well-assured. Often the protection of interest
and principal payments may be very moderate, and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.

B - Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

Caa - Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal
or interest.

Ca - Bonds which are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked
shortcomings.

C - Bonds which are rated C are the lowest rated class of bonds, and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.

FITCH IBCA, INC. ("FITCH") LONG-TERM NATIONAL CREDIT RATINGS

AAA

Obligations which have the highest rating assigned by Fitch on its national
rating scale for that country. This rating is automatically assigned to all
obligations issued or guaranteed by the sovereign state. Capacity for timely
repayment of principal and interest is extremely strong, relative to other
obligors in the same country.

Obligations for which capacity for timely repayment of principal and interest
is very strong relative to other obligors in the same country. The risk
attached to these obligations differs only slightly from the country's highest
rated debt.

60
<PAGE>

Obligations for which capacity for timely repayment of principal and interest
is strong relative to other obligors in the same country. However, adverse
changes in business, economic or financial conditions are more likely to
affect the capacity for timely repayment than for obligations in higher rated
categories.

BBB

Obligations for which capacity for timely repayment of principal and interest
is adequate relative to other obligors in the same country. However, adverse
changes in business, economic or financial conditions are more likely to
affect the capacity for timely repayment than for obligations in higher rated
categories.

Obligations for which capacity for timely repayment of principal and interest
is uncertain relative to other obligors in the same country. Within the
context of the country, these obligations are speculative to some degree and
capacity for timely repayment remains susceptible over time to adverse changes
in business, financial or economic conditions.

Obligations for which capacity for timely repayment of principal and interest
is uncertain relative to other obligors in the same country. Timely repayment
of principal and interest is not sufficiently protected against adverse
changes in business, economic or financial conditions and these obligations
are more speculative than those in higher rated categories.

CCC

Obligations for which there is a current perceived possibility of default
relative to other obligors in the same country. Timely repayment of principal
and interest is dependent on favorable business, economic or financial
conditions and these obligations are far more speculative than those in higher
rated categories.

Obligations which are highly speculative relative to other obligors in the
same country or which have a high risk of default.

Obligations which are currently in default.

DUFF & PHELPS, INC. LONG-TERM DEBT AND PREFERRED STOCK RATING SCALE

Rating Definition

AAA Highest credit quality. The risk factors are negligible, being only
slightly more
than for risk-free U.S. Treasury debt.

AA+ High credit quality. Protection factors are strong. Risk is modest
but may
AA vary slightly from time to time because of economic conditions.
AA-

A+ Protection factors are average but adequate. However, risk factors are
more
A variable in periods of greater economic stress.
A-

61
<PAGE>

BBB+ Below-average protection factors but still considered sufficient for
prudent
BBB investment. Considerable variability in risk during economic cycles.
BBB-

BB+ Below investment grade but deemed likely to meet obligations when due.

BB Present or prospective financial protection factors fluctuate according
to
BB- industry conditions. Overall quality may move up or down frequently
within this category.

B+ Below investment grade and possessing risk that obligations will not be
met
B when due. Financial protection factors will fluctuate widely according
to
B- economic cycles, industry conditions and/or company fortunes.
Potential
exists for frequent changes in the rating within this category or into a
higher
or lower rating grade.

CCC Well below investment-grade securities. Considerable uncertainty
exists as to
timely payment of principal, interest or preferred dividends. Protection
factors
are narrow and risk can be substantial with unfavorable economic/industry

conditions, and/or with unfavorable company developments.

DD Defaulted debt obligations. Issuer failed to meet scheduled principal
and/or
interest payments.

DP Preferred stock with dividend arrearages.

THOMSON BANKWATCH LONG-TERM DEBT RATINGS

Long-Term Debt Ratings assigned by Thomson BankWatch ALSO WEIGH HEAVILY
GOVERNMENT OWNERSHIP AND SUPPORT. The quality of both the company's
management and franchise are of even greater importance in the Long-Term Debt
Rating decisions. Long-Term Debt Ratings look out over a cycle and are not
adjusted frequently for what it believes are short-term performance
aberrations.

Long-Term Debt Ratings can be restricted to local currency debt - ratings will
be identified by the designation LC. In addition, Long-Term Debt Ratings may
include a plus (+) or minus (-) to indicate where within the category the
issue is placed. BankWatch Long-Term Debt Ratings are based on the following
scale:

INVESTMENT GRADE

AAA (LC-AAA) - Indicates that the ability to repay principal and interest on a
timely basis is extremely high.

AA (LC-AA) - Indicates a very strong ability to repay principal and interest
on a timely basis, with limited incremental risk compared to issues rated in
the highest category.

A (LC-A) - Indicates the ability to repay principal and interest is strong.
Issues rated A could be more vulnerable to adverse developments (both internal
and external) than obligations with higher ratings.

BBB (LC-BBB) - The lowest investment-grade category; indicates an acceptable
capacity to repay principal and interest. BBB issues are more vulnerable to
adverse developments (both internal and external) than obligations with higher
ratings.

NON-INVESTMENT GRADE - may be speculative in the likelihood of timely
repayment of principal and interest

BB (LC-BB) - While not investment grade, the BB rating suggests that the
likelihood of default is considerably less than for lower-rated issues.
However, there are significant uncertainties that could affect the ability to
adequately service debt obligations.

62
<PAGE>

B (LC-B) - Issues rated B show a higher degree of uncertainty and therefore
greater likelihood of default than higher-rated issues. Adverse developments
could negatively affect the payment of interest and principal on a timely
basis.

CCC (LC-CCC) - Issues rated CCC clearly have a high likelihood of default,
with little capacity to address further adverse changes in financial
circumstances.

CC (LC-CC) - CC is applied to issues that are subordinate to other obligations
rated CCC and are afforded less protection in the event of bankruptcy or
reorganization.

D (LC-D) - Default.

SHORT-TERM RATINGS

STANDARD & POOR'S SHORT-TERM ISSUE CREDIT RATINGS

'A-1'

A short-term obligation rated 'A-1' is rated in the highest category by
Standard & Poor's. The obligor's capacity to meet its financial commitment on
the obligation is strong. Within this category, certain obligations are
designated with a plus sign (+). This indicates that the obligor's capacity
to meet its financial commitment on these obligations is extremely strong.

'A-2'

A short-term obligation rated 'A-2' is somewhat more susceptible to the averse
effects of changes in circumstances and economic conditions than obligations
in higher rating categories. However, the obligor's capacity to meet its
financial commitment on the obligation is satisfactory.

'A-3'

A short-term obligation rated 'A-3' exhibits adequate protection parameters.
However, adverse economic conditions or changing circumstances are more likely
to lead to a weakened capacity of the obligor to meet its financial commitment
on the obligation.

'B'

A short-term obligation rated 'B' is regarded as having significant
speculative characteristics. The obligor currently has the capacity to meet
its financial commitment on the obligation; however, it faces major ongoing
uncertainties which could lead to the obligor's inadequate capacity to meet
its financial commitment on the obligation.

'C'

A short-term obligation rated 'C' is currently vulnerable to nonpayment and is
dependent upon favorable business, financial, and economic conditions for the
obligor to meet its financial commitment on the obligation.

'D'

A short-term obligation rated 'D' is in payment default. The 'D' rating
category is used when payments on an obligation are not made on the date due
even if the applicable grace period has not expired, unless Standard & Poor's
believes that such payments will be made during such grace period. The 'D'
rating also will be used upon the filing of a bankruptcy petition or the
taking of a similar action if payments on an obligation are jeopardized.

63
<PAGE>

MOODY'S SHORT-TERM DEBT RATINGS

Moody's short-term debt ratings are opinions of the ability of issuers to
repay punctually senior debt obligations. These obligations have an original
maturity not exceeding one year, unless explicitly noted.

Moody's employs the following three designations, all judged to be investment
grade, to indicate the relative repayment ability of rated issuers:

PRIME - 1 Issuers rated Prime-1 (or supporting institutions) have a
superior ability for repayment of senior short-term Debt
obligations. Prime-1 repayment ability will often be evidenced by many of the
following characteristics:
- - Leading market positions in well-established industries.
- - High rates of return on funds employed.
- - Conservative capitalization structure with moderate reliance on debt and
ample asset protection.
- - Broad margins in earnings coverage of fixed financial charges and high
internal cash generation.
- - Well-established access to a range of financial markets and assured sources
of alternate liquidity.

PRIME - 2 Issuers rated Prime-2 (or supporting institutions) have a strong
ability for repayment of senior short-term debt obligations.
This will normally be evidenced by many of the characteristics cited above, but
to a lesser degree. Earnings trends and coverage ratios, while
sound, may be more subject to variation. Capitalization
characteristics, while still appropriate, may be more affected by external
conditions. Ample alternate liquidity is maintained.

PRIME - 3 Issuers rated Prime-3 (or supporting institutions) have an
acceptable ability for repayment of senior short-term
obligations. The effect of industry characteristics and market compositions
may be more pronounced. Variability in earnings and
profitability may result in changes in the level of debt protection
measurements and may require relatively high financial leverage.
Adequate alternate liquidity is maintained.

NOT PRIME Issuers rated Not Prime do not fall within any of the Prime
rating categories.

FITCH IBCA, INC. ("FITCH") SHORT-TERM NATIONAL CREDIT RATINGS

Obligations assigned this rating have the highest capacity for timely repayment
under Fitch's national rating scale for that country, relative to other
obligations in the same country. This rating is automatically assigned to all
obligations issued or guaranteed by the sovereign state. Where issues possess
a particularly strong credit feature, a "+" is added to the assigned rating.

Obligations supported by a strong capacity for timely repayment relative to
other obligors in the same country. However, the relative degree of risk is
slightly higher than for issues classified as 'A1' and capacity for timely
repayment may be susceptible to adverse changes in business, economic, or
financial conditions.

Obligations supported by an adequate capacity for timely repayment relative to
other obligors in the same country. Such capacity is more susceptible to
adverse changes in business, economic, or financial conditions than for
obligations in higher categories.

64
<PAGE>

Obligations for which the capacity for timely repayment is uncertain relative
to other obligors in the same country. The capacity for timely repayment is
susceptible to adverse changes in business, economic, or financial conditions.

Obligations for which there is a high risk of default to other obligors in the
same country or which are in default.

DUFF & PHELPS, INC. SHORT-TERM DEBT RATINGS

RATING: DEFINITION

HIGH GRADE

D-1+ Highest certainty of timely payment. Short-term liquidity, including
internal operating factors and/or access to alternative sources of funds, is
outstanding, and safety is just below risk-free U.S. Treasury short-term
obligations.

D-1 Very high certainty of timely payment. Liquidity factors are excellent
and supported by good fundamental protection factors. Risk factors are minor.

D-1- High certainty of timely payment. Liquidity factors are strong and
supported by good fundamental protection factors. Risk factors are very small.

GOOD GRADE

D-2 Good certainty of timely payment. Liquidity factors and company
fundamentals are sound. Although ongoing funding needs may enlarge total
financing requirements, access to capital markets is good. Risk factors are
small.

SATISFACTORY GRADE

D-3 Satisfactory liquidity and other protection factors qualify issues as
to investment grade. Risk factors are larger and subject to more variation.
Nevertheless, timely payment is expected.

NON-INVESTMENT GRADE

D-4 Speculative investment characteristics. Liquidity is not sufficient to
insure against disruption in debt service. Operating factors and market access
may be subject to a high degree of variation.

DEFAULT

D-5 Issuer failed to meet scheduled principal and/or interest
payments.

65
<PAGE>

THOMSON BANKWATCH (TBW) SHORT-TERM RATINGS

TBW assigns Short-Term Debt Ratings to specific debt instruments with original
maturities of one year or less.

TBW-1 (LC-1) The highest category; indicates a very high likelihood that
principal and interest will be paid on a timely basis.

TBW-2 (LC-2) The second-highest category; while the degree of safety regarding
timely repayment of principal and interest is strong, the relative degree of
safety is not as high as for issues rated TBW-1.

TBW-3 (LC-3) The lowest investment-grade category; indicates that while the
obligation is more susceptible to adverse developments (both internal and
external) than those with higher ratings, the capacity to service principal and
interest in a timely fashion is considered adequate.

TBW-4 (LC-4) The lowest rating category; this rating is regarded as
non-investment grade and therefore speculative.

66
<PAGE>

APPENDIX C - ADVISOR CLASS SHARES

FRONT-END SALES LOAD

The offering price for Advisor Class shares is the next NAV calculated after a
purchase order is accepted, plus any applicable initial sales charges. No
sales charge is imposed on reinvested dividends and distributions. Advisor
Class shares are also subject to Rule 12b-1 fees at an annual rate of 0.25% of
average daily net assets. The amount of the initial sales charge you pay when
you buy Advisor Class shares differs depending on the amount you invest and the
Fund you invest in, as follows:

FOR THE HIGH-YIELD MUNICIPAL BOND AND MUNICIPAL BOND FUNDS.

<TABLE>
<CAPTION>
<S> <C> <C> <C>
Dealer Reallowance as
Amount of As a Percentage As a Percentage a Percentage of
Your Investment Of Offering Price of Investment Offering Price
Less than $100,000 4.25% 4.44% 4.00%
$100,000 but less than $250,000 3.50% 3.63% 3.25%
$250,000 but less than $500,000 2.50% 2.56% 2.25%
$500,000 but less than $1,000,000 2.00% 2.04% 1.85%
$1,000,000 or more None None None
</TABLE>

FOR THE SHORT-TERM HIGH YIELD MUNICIPAL AND SHORT-TERM MUNICIPAL BOND FUNDS.

<TABLE>
<CAPTION>
<S> <C> <C> <C>
Dealer Reallowance as
Amount of As a Percentage As a Percentage a Percentage of
Your Investment Of Offering Price of Investment Offering Price
Less than $100,000 2.25% 2.30% 2.00%
$100,000 but less than $250,000 1.75% 1.78% 1.50%
$250,000 but less than $500,000 1.25% 1.27% 1.00%
$500,000 but less than $1,000,000 1.00% 1.01% 0.85%
$1,000,000 or more None None None
</TABLE>

DEALER REALLOWANCES. As shown above, Distributor pays (or "reallows") a
portion of the initial sales charge. The dealer reallowance is expressed as a
percentage of the Advisor Class shares' offering price.

WAIVER OF FRONT-END SALES LOAD

As used in this Appendix, the term "dealer" includes any broker, dealer, bank
(including bank trust departments), registered investment adviser, financial
planner and any other financial institutions having a selling agreement or
other similar agreement with Distributor. In the following circumstances, the
initial sales charge imposed on purchases of Advisor Class shares are waived:

1. DIVIDEND REINVESTMENT. Shares acquired through reinvestment of dividends
and distributions.

2. CERTAIN ACQUISITIONS/LIQUIDATIONS. Shares acquired on account of the
acquisition or liquidation of assets of other investment companies.

3. WRAP ACCOUNT AND FUND "SUPERMARKET" INVESTMENTS. Shares acquired by
investments through certain dealers (including registered investment
advisors and financial planners) which have established certain operational
arrangements with the Advisor which include a requirement that such shares
be sold for the sole benefit of clients participating in a "wrap" account,
mutual fund "supermarket" account, or a similar program under which such
clients pay a fee to such dealer.

4. INVESTMENTS BY INSURANCE COMPANY SEPARATE ACCOUNTS. Shares acquired by
insurance company separate accounts.

67
<PAGE>

5. CERTAIN RETIREMENT PLANS. Shares acquired by certain retirement plans or
trust accounts whose third party administrators or dealers have entered into
an administrative services agreement with Distributor or the Advisor or one
of their affiliates to perform certain administrative services, subject to
certain operational and minimum size requirements specified from time to
time by Distributor or the Advisor or one of their affiliates.

6. BANK TRUST DEPARTMENTS AND LAW FIRMS. Shares acquired by certain bank trust
departments or law firms acting as trustee or manager for trust accounts
which have entered into an administrative services agreement with
Distributor or the Advisor or one of their affiliates and the shares are
being acquired for the benefit of their trust account clients.

OTHER ADVISOR CLASS SHARES INFORMATION

1. REINSTATEMENT PRIVILEGE. Shareholders of the Fund who have redeemed their
shares have a one-time right to reinvest the redemption proceeds at net
asset value (without a sales charge). Such a reinvestment must be made
within 90 days of the redemption and is limited to the amount of the
redemption proceeds. Although redemptions and repurchases of shares are
taxable events, a reinvestment within a certain period of time in the same
fund may be considered a "wash sale" and may result in the inability to
recognize currently all or a portion of a loss realized on the original
redemption for federal income tax purposes. Please see your tax adviser for
further information.

2. LETTER OF INTENT (LOI). If a shareholder (other than a group purchaser
described below) anticipates purchasing $100,000 or more of Advisor Class
shares of a Fund within a 13-month period, the shareholder may obtain
Advisor Class shares of the Fund at the same reduced sales charge as though
the total quantity were invested in one lump sum by completing the Letter of
Intent and delivering the Letter of Intent to the Advisor within 90 days of
the commencement of purchases. Subject to acceptance by the Advisor and the
conditions mentioned below, each purchase will be made at a public offering
price applicable to a single transaction of the dollar amount specified in
the Letter of Intent. The shareholder or his dealer must inform the Advisor
that the Letter of Intent is in effect each time shares are purchased. The
shareholder makes no commitment to purchase additional shares, but if his
purchases within 13 months plus the value of shares credited toward
completion of the Letter of Intent do not total the sum specified, the
shareholder will pay the increased amount of the sales charge as described
below. Instructions for issuance of shares in the name of a person other
than the person signing the Letter of Intent application must be accompanied
by a written statement from the dealer stating that the shares were paid for
by the person signing such Letter. Neither income dividends nor capital gain
distributions taken in additional shares will apply toward the completion of
the Letter of Intent. Out of the shareholder's initial purchase (or
subsequent purchases if necessary), shares equal to difference between the
lower sales charge and the higher sales charge the investor would have paid
had the investor not purchased shares through this program will be held in
escrow until the intended amount is invested. These escrowed shares may be
redeemed by the Fund if the investor is required to pay additional sales
charges. When the minimum investment so specified is completed the escrowed
shares will be released. If the intended investment is not completed, the
Advisor or Distributor will redeem an appropriate number of the escrowed
shares in order to realize such difference. Shares remaining after any such
redemption will be released by the Advisor or Distributor. By completing
and signing the Account Application or Letter of Intent, the shareholder
irrevocably appoints the Advisor and/or the Distributor as the shareholder's
attorney to surrender for redemption any or all escrowed shares with full
power of substitution in the premises.

3. RIGHT OF ACCUMULATION. A shareholder qualifies for cumulative quantity
discounts on the purchase of Advisor Class shares when the shareholder's new
investment, together with the current offering price value of Advisor Class
shares of that Fund reaches a discount level. A shareholder (or his
investment adviser) must provide the Advisor or Distributor with information
to verify that the quantity sales charge discount is applicable at the time
the investment is made.

4. GROUP PURCHASES. A bona fide group and all its members may be treated as a
single purchaser and, under the Right of Accumulation (but not the Letter of
Intent) obtain quantity sales charge discounts on the purchase of Advisor
Class shares if the group (1) gives its endorsement or authorization to the
investment program so it may be used by the investment dealer to facilitate
solicitation of the membership, thus effecting economies of sales effort;
(2) has been in existence for at least six months and has a legitimate
purpose other than to purchase mutual fund shares at a discount; (3) is not
a group of individuals whose sole organizational nexus is as credit
cardholders of a company, policyholders of an insurance company, customers
of a bank or broker-dealer, clients of an investment adviser or other similar

68
<PAGE>

groups; and (4) agrees to provide certification of membership of those members
investing money in the Advisor Class shares upon the request of the Advisor or
Distributor.

ADDITIONAL DEALER COMMISSIONS/CONCESSIONS

Dealers may receive different compensation with respect to sales of Advisor
Class shares. In addition, from time to time, Distributor may pay dealers 100%
of the applicable sales charge on sales of Advisor Class shares of certain
specified Funds sold by such dealer during a specified sales period. In
addition, from time to time, Distributor, at its expense, may provide
additional commissions, compensation or promotional incentives ("concessions")
to dealers which sell or arrange for the sale of shares of the Fund. Such
concessions provided by Distributor may include financial assistance to dealers
in connection with pre-approved conferences or seminars, sales or training
programs for invited registered representatives and other employees, payment
for travel expenses, including lodging, incurred by registered representatives
and other employees for such seminars or training programs, seminars for the
public, advertising and sales campaigns regarding one or more Funds, and/or
other dealer-sponsored events. From time to time, Distributor may make expense
reimbursements for special training of a dealer's registered representatives
and other employees in group meetings or to help pay the expenses of sales
contests. Other concessions may be offered to the extent not prohibited by
state laws or any self-regulatory agency, such as the NASD.

69
<PAGE>

STRONG SHORT-TERM MUNICIPAL BOND FUND, INC.

PART C
OTHER INFORMATION

Item 23. EXHIBITS

(a) Articles of Incorporation dated July 31, 1996(2)
(a.1) Amendment to Articles of Incorporation dated ____________*
(b) Bylaws dated October 20, 1995(1)
(b.1) Amendment to Bylaws dated May 1, 1998(3)
(c) Specimen Stock Certificate*
(d) Amended and Restated Investment Advisory Agreement*
(e) Distribution Agreement - Investor Class*
(e.1) Distribution Agreement - Advisor Class*
(e.2) Dealer Agreement*
(f) Inapplicable
(g) Custody Agreement(1)
(h) Amended and Restated Transfer and Dividend Disbursing Agent
Agreement*
(h.1) Administration Agreement - Investor Class*
(h.2) Administration Agreement - Advisor Class*
(i) Opinion and Consent of Counsel*
(j) Consent of Independent Accountants*
(k) Inapplicable
(l) Inapplicable
(m) Rule 12b-1 Plan*
(n) Rule 18f-3 Plan*
(o) Inapplicable
(p) Code of Ethics for Access Persons dated October 22, 1998(4)
(p.1) Code of Ethics for Non-Access Persons dated October 22, 1998(4)
(q) Powers of Attorney dated December 24, 1998(4)
(q.1) Power of Attorney dated December 24, 1998(4)
(q.2) Power of Attorney dated December 27, 1999(5)
(r) Inapplicable

(1) Incorporated herein by reference to Post-Effective Amendment No. 7 to
the Registration Statement on Form N-1A of Registrant filed on or about April
26, 1996.

(2) Incorporated herein by reference to Post-Effective Amendment No. 8 to
the Registration Statement on Form N-1A of Registrant filed on or about
December 30, 1996.

(3) Incorporated herein by reference to Post-Effective Amendment No. 10 to
the Registration Statement on Form N-1A of Registrant filed on or about October
29, 1998.

(4) Incorporated herein by reference to Post-Effective Amendment No. 11 to
the Registration Statement on Form N-1A of Registrant filed on or about
December 28, 1998.

(5) Incorporated herein by reference to Post-Effective Amendment No. 12 to
the Registration Statement on Form N-1A of Registrant filed on or about
December 29, 1999.

*To be filed by amendment

2
<PAGE>

Item 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

Registrant neither controls any person nor is under common control with
any other person.

3
<PAGE>

Item 25. INDEMNIFICATION

Officers and directors of the Funds, its advisor and underwriter are
insured under a joint directors and officers/errors and omissions insurance
policy underwritten by a group of insurance companies in the aggregate amount
of $115,000,000, subject to certain deductions. Pursuant to the authority of
the Wisconsin Business Corporation Law ("WBCL"), Article VII of Registrant's
Bylaws provides as follows:

ARTICLE VII. INDEMNIFICATION OF OFFICERS AND DIRECTORS

SECTION 7.01. MANDATORY INDEMNIFICATION. The Corporation shall
indemnify, to the full extent permitted by the WBCL, as in effect from time to
time, the persons described in Sections 180.0850 through 180.0859 (or any
successor provisions) of the WBCL or other provisions of the law of the State
of Wisconsin relating to indemnification of directors and officers, as in
effect from time to time. The indemnification afforded such persons by this
section shall not be exclusive of other rights to which they may be entitled as
a matter of law.

SECTION 7.02. PERMISSIVE SUPPLEMENTARY BENEFITS. The Corporation may,
but shall not be required to, supplement the right of indemnification under
Section 7.01 by (a) the purchase of insurance on behalf of any one or more of
such persons, whether or not the Corporation would be obligated to indemnify
such person under Section 7.01; (b) individual or group indemnification
agreements with any one or more of such persons; and (c) advances for related
expenses of such a person.

SECTION 7.03. AMENDMENT. This Article VII may be amended or repealed
only by a vote of the shareholders and not by a vote of the Board of Directors.

SECTION 7.04. INVESTMENT COMPANY ACT. In no event shall the Corporation
indemnify any person hereunder in contravention of any provision of the
Investment Company Act.

Item 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISOR

The information contained under "Who are the funds' investment advisor and
portfolio managers?" in the Prospectus and under "Directors and Officers,"
"Investment Advisor," and "Distributor" in the Statement of Additional
Information is hereby incorporated by reference pursuant to Rule 411 under the
Securities Act of 1933.

Item 27. PRINCIPAL UNDERWRITERS

(a) Strong Investments, Inc., principal underwriter for Registrant, also
serves as principal underwriter for Strong Advantage Fund, Inc.; Strong Asia
Pacific Fund, Inc.; Strong Asset Allocation Fund, Inc.; Strong Common Stock
Fund, Inc.; Strong Conservative Equity Fund, Inc.; Strong Corporate Bond Fund,
Inc.; Strong Discovery Fund, Inc.; Strong Equity Funds, Inc.; Strong Government
Securities Fund, Inc.; Strong Heritage Reserve Series, Inc.; Strong High-Yield
Municipal Bond Fund, Inc.; Strong Income Funds, Inc.; Strong Income Funds II,
Inc.; Strong International Equity Funds, Inc.; Strong International Income
Funds, Inc.; Strong Life Stage Series, Inc.; Strong Money Market Fund, Inc.;
Strong Municipal Bond Fund, Inc.; Strong Municipal Funds, Inc.; Strong
Opportunity Fund, Inc.; Strong Opportunity Fund II, Inc.; Strong Schafer Funds,
Inc.; Strong Schafer Value Fund, Inc.; Strong Short-Term Bond Fund, Inc.;
Strong Short-Term Global Bond Fund, Inc.; Strong Total Return Fund, Inc.; and
Strong Variable Insurance Funds, Inc.

(b)

Name and Principal Positions and Offices Positions and Offices
BUSINESS ADDRESS WITH UNDERWRITER WITH FUND

Richard S. Strong Director and Chairman Director and Chairman of
100 Heritage Reserve of the Board the Board
Menomonee Falls, WI 53051

4
<PAGE>

Stephen J. Shenkenberg Vice President, Vice President and
100 Heritage Reserve Chief Compliance Officer Secretary
Menomonee Falls, WI 53051 and Secretary

Bradley C. Tank President none
100 Heritage Reserve
Menomonee Falls, WI 53051

Dana J. Russart Vice President none
100 Heritage Reserve
Menomonee Falls, WI 53051

Lyle J. Fitterer Vice President none
100 Heritage Reserve
Menomonee Falls, WI 53051

Michael W. Stefano Vice President none
100 Heritage Reserve
Menomonee Falls, WI 53051

Thomas M. Zoeller Treasurer and Chief Vice President
100 Heritage Reserve Financial Officer
Menomonee Falls, WI 53051

Richard T. Weiss Director none
100 Heritage Reserve
Menomonee Falls, WI 53051

Item 28. LOCATION OF ACCOUNTS AND RECORDS

All accounts, books, or other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940 and the rules promulgated
thereunder are in the physical possession of Registrant's Vice President,
Stephen J. Shenkenberg, at Registrant's corporate offices, 100 Heritage
Reserve, Menomonee Falls, Wisconsin 53051.

Item 29. MANAGEMENT SERVICES

All management-related service contracts entered into by Registrant are
discussed in Parts A and B of this Registration Statement.

Item 30. UNDERTAKINGS

None

5
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant and has duly caused this
Post-Effective Amendment No. 13 to the Registration Statement to be signed on
its behalf by the undersigned, thereto duly authorized, in the Village of
Menomonee Falls, and State of Wisconsin on the 29th day of December, 1999.

STRONG SHORT-TERM MUNICIPAL BOND FUND, INC.
(Registrant)

By: /S/ STEPHEN J. SHENKENBERG
Stephen J. Shenkenberg, Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 13 to the Registration Statement on Form N-1A has
been signed below by the following persons in the capacities and on the date
indicated.

<TABLE>
<CAPTION>
<S> <C> <C>
NAME TITLE DATE
- --------------------- ---------------------------------- -----------------

Chairman of the Board (Principal
/s/ Richard S. Strong Executive Officer) and a Director December 29, 1999
- ---------------------
Richard S. Strong

Treasurer (Principal Financial and
/s/ John W. Widmer Accounting Officer) December 29, 1999
- ---------------------
John W. Widmer

Director December 29, 1999
- ---------------------
Marvin E. Nevins*

Director December 29, 1999
- ---------------------
Willie D. Davis*

Director December 29, 1999
- ---------------------
William F. Vogt*

Director December 29, 1999
- ---------------------
Stanley Kritzik*

Director December 29, 1999
- ---------------------
Neal Malicky*

</TABLE>

* John S. Weitzer signs this document pursuant to powers of attorney filed
with Post-Effective Amendment No. 12 and with Post-Effective Amendment No. 11
to the Registration Statement on Form N-1A.

By: /S/ JOHN S. WEITZER
John S. Weitzer

1
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
<S> <C> <C>
EDGAR
EXHIBIT NO. EXHIBIT EXHIBIT NO.
- ----------- ------- ----------

None

</TABLE>

1
<PAGE>