STRONG SHORT TERM GLOBAL BOND FUND INC, DEF 14A, 1995-02-16

STRONG SHORT TERM GLOBAL BOND FUND INC
DEF 14A, 1995-02-16

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<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the registrant /X/

Filed by a party other than the registrant / /

Check the appropriate box:

/ / Preliminary proxy statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))

/X/ Definitive proxy statement

/ / Definitive additional materials

/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

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

STRONG SHORT-TERM GLOBLAL BOND FUND, INC.
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

/ / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2) or
Item 22(a)(2) of Schedule 14A.

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

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

(2) Aggregate number of securities to which transaction applies:

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

(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):

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

(4) Proposed maximum aggregate value of transaction:

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

(5) Total fee paid:

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

/X/ Fee paid previously with preliminary materials.

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

/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.

(1) Amount previously paid:

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

(2) Form, schedule or registration statement no.:

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

(3) Filing party:

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

(4) Date filed:

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<PAGE> 2

<PAGE> 1

STRONG INTERNATIONAL INCOME FUNDS

You are cordially invited to the

STRONG FUNDS ANNUAL MEETING
Thursday, April 13, 1995

Italian Community Center Grand Ballroom
631 East Chicago Street
Milwaukee, Wisconsin

<TABLE>
<S> <C>
9:00 a.m. Investment Strategy Discussion
Questions & Answers

10:00 a.m. Annual Meeting
Questions & Answers

</TABLE>

To make a reservation, call 1-800-368-0930.

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

This document describes a number of important proposals affecting the Strong
Funds in which you are invested. The package also includes a proxy card that you
can use to tell us how to vote on your behalf.

Please review and consider each of the issues carefully, and then complete the
enclosed proxy card and return it in the postage-paid envelope provided.

YOUR VOTE IS IMPORTANT.

NO MATTER HOW MANY SHARES YOU OWN, PLEASE VOTE. BECAUSE WE RE-SOLICIT
SHAREHOLDERS WHO DO NOT RETURN THEIR PROXIES, YOUR PROMPTNESS SAVES YOUR FUND
THE EXPENSE OF CONDUCTING FOLLOW-UP MAILINGS AND TELEPHONE CALLS.

PLEASE REVIEW THE MATERIALS AND VOTE TODAY.

G-5

<PAGE> 2

STRONG SHORT-TERM GLOBAL BOND FUND, INC.
STRONG INTERNATIONAL BOND FUND, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an Annual Meeting of Shareholders of each Fund as
noted above will be held jointly at the Italian Community Center, 631 E. Chicago
Street, Milwaukee, Wisconsin, on Thursday, April 13, 1995, at 10:00 a.m., local
time, to consider and act upon the proposals noted below and to transact such
other business as may properly come before the Meeting or any adjournments
thereof.

1. To elect directors;
2. To ratify Coopers & Lybrand L.L.P. as independent public accountants;

3. To adopt and ratify a revised Advisory Agreement;
4. To adopt revised Articles of Incorporation; and
5. To amend the investment objective.

ADOPTION OF STANDARD INVESTMENT LIMITATIONS:

6. To amend or adopt a fundamental investment limitation concerning:
A. Concentration;
B. Lending;
C. Purchasing or selling real estate;
D. Borrowing;
E. Underwriting securities;
F. Purchasing or selling financial commodities;
G. Issuing senior securities; and
H. Investing in another open-end investment company with substantially the
same investment objective and policies (pooling funds).

7. To eliminate fundamental investment limitations concerning:
A. Short sales; and
B. Use of margin.

Only shareholders of record at the close of business on February 16, 1995, the
record date for this Meeting, shall be entitled to notice of, and to vote at,
the Meeting or any adjournments thereof.

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<PAGE> 3

YOUR VOTE IS IMPORTANT.
PLEASE RETURN YOUR PROXY CARD PROMPTLY.
- - --------------------------------------------------------------------------------

AS A SHAREHOLDER OF A FUND, YOU ARE ASKED TO ATTEND THE MEETING EITHER IN PERSON
OR BY PROXY. IF YOU ARE UNABLE TO ATTEND THE MEETING IN PERSON, WE URGE YOU TO
COMPLETE, SIGN, DATE, AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED POSTAGE
PREPAID ENVELOPE. YOUR PROMPT RETURN OF THE PROXY WILL HELP ASSURE A QUORUM AT
THE MEETING AND AVOID ADDITIONAL EXPENSES TO THE FUNDS ASSOCIATED WITH FURTHER
SOLICITATION. SENDING IN YOUR PROXY WILL NOT PREVENT YOU FROM VOTING YOUR SHARES
IN PERSON AT THE MEETING AND YOU MAY REVOKE YOUR PROXY BY ADVISING THE SECRETARY
OF THE FUNDS IN WRITING (BY SUBSEQUENT PROXY OR OTHERWISE) OF SUCH REVOCATION AT
ANY TIME BEFORE IT IS VOTED.
- - --------------------------------------------------------------------------------

By Order of the Board of Directors,

ANN E. OGLANIAN
Secretary

Menomonee Falls, Wisconsin
February 16, 1995

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<PAGE> 4

STRONG SHORT-TERM GLOBAL BOND FUND, INC.
STRONG INTERNATIONAL BOND FUND, INC.
100 HERITAGE RESERVE
MENOMONEE FALLS, WISCONSIN 53051

PROXY STATEMENT

The enclosed proxy is being solicited by and on behalf of the Board of
Directors (the Directors) of the Funds, as set forth above (each a Fund and
collectively the Funds), for use at an Annual Meeting (Meeting) of Shareholders
of the Funds to be held jointly at the Italian Community Center, 631 E. Chicago
Street, Milwaukee, Wisconsin, on Thursday, April 13, 1995, at 10:00 a.m., local
time, and any adjournments thereof, for the purposes set forth in the
accompanying Notice of Annual Meeting of Shareholders (the Notice). The Notice,
this Proxy Statement, and the accompanying proxy card(s) were first mailed to
shareholders on or about February 16, 1995. Subject to shareholder approval,
each item will become effective on or about May 1, 1995. If a proposal is not
approved, the item will remain unchanged.

Shareholders may vote only on matters which concern the Fund or Funds in which
they hold shares. The record holders of outstanding shares of each Fund are
entitled to one vote per share (and a fractional vote per fractional share) on
all matters presented at the Meeting. Whether you expect to be personally
present at the Meeting or not, please complete, sign, date, and return the
accompanying proxy card (or cards if you have multiple accounts). Properly
executed proxies will be voted as you instruct. If no choice is indicated,
proxies will be voted FOR the specific proposals set forth in the Notice, and in
accordance with the best judgment of the persons named as proxies in the
enclosed proxy card(s) on such other business or matters that properly may come
before the Meeting. Any shareholder giving a proxy has the power to revoke it at
any time before the meeting by advising the Secretary of the Funds in writing
(by subsequent proxy or otherwise) of such revocation at any time before it is
voted. If not so revoked, the shares represented by the proxy will be voted at
the Meeting and any adjournments thereof. Attendance by a shareholder at the
Meeting does not in itself revoke a proxy.

Under each Fund's Bylaws, a quorum is constituted by the presence in person or
by proxy of a majority of the outstanding shares of common stock of a Fund
entitled to vote at the Meeting. Abstentions and broker non-votes (i.e., proxies
from brokers or nominees indicating that they have not received instructions
from the beneficial owners on an item for which the brokers or nominees do not
have discretionary power to vote) will be treated as present for determining the
quorum. Broker non-votes will not be counted as voting on any matter at the
Meeting, except that for any proposal requiring the affirmative vote of a Fund's
outstanding shares for approval, a broker non-vote will have the effect of a
vote against the proposal. In the event that a quorum is present at the Meeting
but sufficient votes to approve any of the proposals are not received, the
persons named as proxies may propose one or more adjournments of the Meeting to
permit further solicitation of proxies. Any such adjournment will be approved if
the votes cast in favor of such adjournment

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<PAGE> 5

exceed the votes cast opposing such adjournment. It is anticipated that the
persons named as proxies will vote in favor of any such adjournment.

Proxies will be solicited primarily by mail. The solicitation may also include
telephone, facsimile, telegraph, or oral communications by certain officers and
employees of each Fund's investment advisor, Strong Capital Management, Inc.
(SCM), who will not be paid for these services, and/or by D. F. King & Co.,
Inc., a professional proxy solicitor retained by the Funds for an estimated fee
of $4,500, plus out-of-pocket expenses. Except for the services provided by SCM,
the Funds will pay the costs of the Meeting, the solicitation of proxies, and
the fees of D. F. King & Co., Inc., as incurred by each Fund. The Funds will
also reimburse brokers and other nominees for their reasonable expenses in
communicating with the person(s) for whom they hold shares of the Funds.

Only the shareholders of record of each Fund at the close of business on
February 16, 1995 (the Record Date), will be entitled to notice of, and to vote
at, the Meeting or any adjournments thereof. As of January 31, 1995, there were
issued and outstanding shares of common stock for each Fund in the following
amounts: Short-Term Global Bond, 1,371,114; International Bond, 957,875. The
following chart shows entities that owned of record more than 5% of a Fund's
outstanding shares as of January 31, 1995:

Short-Term Global Bond Shares Percentage
- - -------------------------------------------------------------------------

<S> <C> <C>
Charles Schwab & Co., Inc. 132,864 9.69%
101 Montgomery Street
San Francisco, California 94104

International Bond

Oshkosh B'Gosh, Inc. 308,777 32.24%
P.O. Box 300
Oshkosh, Wisconsin 54902

Managed Health Services, Inc. 120,560 12.59
890 Elm Grove Road, #213
Elm Grove, Wisconsin 53122

Schneider National, Inc. 102,926 10.75
P.O. Box 2545
Green Bay, Wisconsin 54306

Marshall & Ilsley Trust Co. 74,786 7.81
1000 North Water Street
Milwaukee, Wisconsin 53202

Charles Schwab & Co., Inc. 54,937 5.74

Roundy's Inc. 48,652 5.08
P.O. Box 473
Milwaukee, Wisconsin 53201
</TABLE>

5
<PAGE> 6

A copy of a Fund's Annual Report is available without charge upon request by
writing to P.O. Box 2936, Milwaukee, Wisconsin 53201 or by calling
1-800-368-3863.

VOTE REQUIRED: PROPOSAL 1 SHALL BE APPROVED BY A PLURALITY OF ALL VOTES CAST AT
THE MEETING. PROPOSAL 2 SHALL BE APPROVED IF THE VOTES CAST AT THE MEETING IN
FAVOR OF THE PROPOSAL EXCEED THE VOTES CAST OPPOSING SUCH PROPOSAL. PROPOSAL 4
REQUIRES THE AFFIRMATIVE VOTE OF A MAJORITY OF A FUND'S OUTSTANDING SHARES.
APPROVAL OF THE REMAINING PROPOSALS REQUIRE THE AFFIRMATIVE VOTE OF A "MAJORITY
OF THE OUTSTANDING VOTING SECURITIES" OF A FUND. UNDER THE INVESTMENT COMPANY
ACT OF 1940 (THE 1940 ACT), A "MAJORITY OF THE OUTSTANDING VOTING SECURITIES"
MEANS THE AFFIRMATIVE VOTE OF THE LESSER OF (A) 67% OR MORE OF THE SHARES OF A
FUND PRESENT AT THE MEETING OR REPRESENTED BY PROXY IF THE HOLDERS OF MORE THAN
50% OF THE OUTSTANDING SHARES ARE PRESENT AT THE MEETING OR REPRESENTED BY PROXY
OR (B) MORE THAN 50% OF THE OUTSTANDING SHARES.

1. TO ELECT DIRECTORS.

The Directors have fixed the number of Directors for election at the Meeting
at six for each Fund. Each Director shall hold office until a successor is
elected and qualified or until the Director's death, resignation, or removal.
Messrs. Strong, Nevins, and Davis, named below as nominees, are currently
Directors and have served in that capacity since originally elected or appointed
to the Board. Messrs. Strong and Nevins have served as Directors since each
Fund's inception. Mr. Davis has served as a Director since July 22, 1994. Mr.
Dragisic, also named below as a nominee, served the Funds as a Director as noted
in the table below. The current Directors also act as Directors for all of the
Strong Funds, which consist of twenty-four separately incorporated, diversified
and non-diversified funds. A shareholder using the enclosed proxy card(s) can
vote for or against any or all of the nominees. In the election of Directors,
those six nominees receiving the highest number of votes cast at the Meeting
shall be elected, provided a quorum is present. Each of the nominees has
consented to be named in this Proxy Statement and to serve as a Director if
elected. The Directors have no reason to believe that any of the nominees will
become unavailable for election as a Director, but if that should occur before
the Meeting, proxies will be voted for such persons as the Directors may
recommend. More detailed information concerning nominees for Director follows:

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<PAGE> 7

<TABLE>
<CAPTION>
Name (Age), Funds, Shares
Position(s) with Owned,(1)(6) Principal Occupation For
Funds, Address Director Since Last Five Years, Directorships(2)
- - ---------------------------------------------------------------------------------
<S> <C> <C>
Richard S. Short-Term Global Director and Chairman of the Board
Strong(3)(4) Bond: 10,098 of SCM. Chief Investment Officer of
(52) 1994 SCM (1991).
Director and Chairman
P.O. Box 2936 International Director and Chairman of Strong
Milwaukee, WI 53201 Bond: 10,094, 1.05% Holdings, Inc. and Strong Funds
1994 Distributors, Inc. (1993). Director
and Chairman of Heritage Reserve
Development Corporation (1994).
Member of the Managing Boards of
Fussville Real Estate Holdings
L.L.C. and Fussville Development
L.L.C. (1994). Director and
Chairman of the Strong Funds.
- - ---------------------------------------------------------------------------------
John Dragisic(4)(5) Short-Term Global Vice Chairman of SCM (1994).
(54) Bond: 1,694
Vice Chairman Nominee President and Chief Executive
P.O. Box 2936 Officer of Grunau Company, Inc.
Milwaukee, WI 53201 International (1987-1994). Director of the Strong
Bond: 1,654 Funds (1991-1994). Director of
Nominee Strong Holdings, Inc. and Strong
Funds Distributors, Inc. (1994).
Vice Chairman of Strong Funds
(1994).
- - ---------------------------------------------------------------------------------
Marvin E. Nevins Short-Term Global Private Investor.
(76) Bond: 3,863
Director 1994 Chairman of Wisconsin Centrifugal
6075 Pelican Bay Blvd. Inc. (1945-1980). Chairman of
Naples, FL 33962 International General Casting Corp. (1983-1986).
Bond: 476 Formerly Chairman of the Wisconsin
1994 Association of Manufacturers &
Commerce, Regent of the Milwaukee
School of Engineering, and member
of the Board of Trustees of the
Medical College of Wisconsin.
- - ---------------------------------------------------------------------------------
Willie D. Davis Short-Term Global President and Chief Executive
(60) Bond: 112 Officer of All Pro Broadcasting,
Director July, 1994 Inc.
161 North La Brea
Inglewood, CA 90301 International Director of Alliance Bank, Sara Lee
Bond: 108 Corporation, KMart Corporation,
July, 1994 YMCA Metropolitan - Los Angeles,
Dow Chemical Company, MGM Grand,
Inc., WICOR, Inc., Johnson
Controls, Inc., L.A. Gear, and
Rally's Hamburger, Inc. Trustee of
the University of Chicago,
Marquette University, and
Occidental College. Director of the
Fireman's Fund (1975-1990).
- - ---------------------------------------------------------------------------------
</TABLE>

7
<PAGE> 8

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

1 Shares owned beneficially as of January 31, 1995.

2 Unless indicated otherwise, each individual has held the office or offices
shown for the last five years.

3 On July 12, 1994, the Securities and Exchange Commission (the SEC) filed an
administrative action (Order) against SCM and Mr. Strong in connection with
conduct that occurred between 1987 and early 1990 (see the section entitled
"Investment Advisor" on page 12 for more information). The proceeding was
settled by consent without admitting or denying the allegations in the Order.

4 "Interested person" of each Fund.

5 On August 1, 1994, SCM granted 7% of its non-voting stock to Mr. Dragisic in
connection with his employment with SCM.

6 Unless indicated otherwise, less than 1% of the Fund's outstanding shares of
common stock.

The Directors held four meetings during the last full fiscal year. It is
expected that the Directors will continue to meet at least four times a year at
regularly scheduled meetings. Each incumbent director attended 100% of the
meetings of the Directors. There are currently no standing audit, nominating, or
compensation committees of the Board of Directors, or other committees
performing similar functions. The officers of the Funds, other than those who
also serve as Directors or are nominees for Director, are:

8
<PAGE> 9

<TABLE>
<CAPTION>
Name Office Principal Occupation For Last
(Age) (Held Since) Five Years (Start Date)
- - --------------------------------------------------------------------------
<S> <C> <C>
Lawrence A. Totsky Vice President Senior Vice President of SCM
(35) (5/93) (1994). Director of Mutual Fund
Administration (1991). Manager of
Shareholder Accounting and
Compliance for SCM (1987).

Thomas P. Lemke Vice President Senior Vice President, Secretary,
(40) (10/94) and General Counsel of SCM
(1994). Resident Counsel for
Funds Management at J.P. Morgan &
Co., Inc. (1992). Associate
General Counsel to Sanford C.
Bernstein Co., Inc. (1989). Of
Counsel at the Washington D.C.
law firm of Tew Jorden & Schulte
(1987).

Ann E. Oglanian Secretary Associate Counsel of SCM (1992).
(33) (5/94) Associate Counsel of Kemper
Financial Services, Inc. (1989).

Thomas M. Zoeller Treasurer Treasurer of SCM (1991).
(31) (11/91) Controller for SCM (1991).
Assistant Controller for SCM
(1989).
</TABLE>

As of January 31, 1995, the officers and directors of the Short-Term Global
Bond Fund in the aggregate beneficially owned 16,089 shares of common stock,
which was approximately 1.17% of the Fund's then outstanding shares. As of
January 31, 1995, the officers and directors of the International Bond Fund in
the aggregate beneficially owned 12,768 shares of common stock, which was
approximately 1.33% of the Fund's then outstanding shares.

THE DIRECTORS UNANIMOUSLY RECOMMEND THAT
SHAREHOLDERS VOTE FOR PROPOSAL 1.

2. TO RATIFY COOPERS & LYBRAND L.L.P. AS INDEPENDENT PUBLIC ACCOUNTANTS.

A majority of the Directors, including a majority of the Directors who are not
"interested persons" (as defined in the 1940 Act), have selected Coopers &
Lybrand L.L.P. (C&L) as independent public accountants for the Funds for the
fiscal year ending December 31, 1995. C&L has served each Fund as independent
public accountants since each Fund's inception. Each Fund has been advised by
C&L that it has no material direct or indirect financial interest in the Funds.
The ratification of the selection of independent public accountants is to be
voted upon at the Meeting and it is intended that the persons named in the
accompanying proxy will vote for C&L unless

9
<PAGE> 10

shareholders express a contrary choice. A representative of C&L will be present
at the Meeting and will have the opportunity to make a statement and is expected
to be available to answer appropriate questions concerning each Fund's financial
statements.
THE DIRECTORS UNANIMOUSLY RECOMMEND THAT
SHAREHOLDERS VOTE FOR PROPOSAL 2.

3. TO ADOPT AND RATIFY A REVISED ADVISORY AGREEMENT.

SCM serves as investment advisor to each Fund pursuant to each Fund's Advisory
Agreement (the Agreement). The Directors have approved the adoption of, and
recommend that the shareholders of each Fund adopt and ratify a revised Advisory
Agreement (the Revised Agreement) in a form substantially similar to Exhibit A.

The terms and conditions of the Revised Agreement are substantially identical
to the terms and conditions of the existing Agreements, except that (i) the form
of the agreement has been changed to allow for the future conversion of each
Fund to a series Fund as discussed under Proposal 4 and (ii) a provision has
been added that expressly allows SCM to delegate some or all of its services
subject to necessary approval, which includes the delegation of its investment
adviser duties, to a subadvisor. Any delegation of duties to a subadvisor would
be approved by shareholders as necessary under the law before being implemented.
Under any such subadvisory agreement, SCM would continue to have responsibility
for all investment advisory services furnished. This delegation provision has
been included in each Fund's Revised Agreement for standardization purposes.
Currently, SCM has no intention of hiring any subadvisor. THE REVISED AGREEMENT
DOES NOT INCLUDE A MANAGEMENT FEE INCREASE.

At its meeting on January 20, 1995, the Directors, including each of the
Directors who are not "interested persons" (as defined in the 1940 Act) of the
Funds or SCM (the Independent Directors), considered (i) information regarding
the nature and quality of the services provided by SCM, (ii) SCM's cost in
providing such services, (iii) the extent to which SCM realized economies of
scale if the asset-size of a Fund grew larger and the extent to which these
economies are shared with a Fund's shareholders, (iv) the investment
performance, expense ratios, and management fees for comparable investment
companies, (v) the profitability of SCM, (vi) the role played by the Independent
Directors, and (vii) the impact, if any, that other activities of SCM or its
affiliates may have on the management of the Funds. The Directors received all
information they deemed necessary to their evaluation of the terms and
conditions of the Agreement and Revised Agreement.

Based upon the Directors' review and evaluations of these materials and its
considerations of all factors deemed relevant, the Directors determined that the
Revised Agreement is reasonable, fair, and in the best interests of each Fund
and its shareholders. Accordingly, the Directors, including all of the
Independent Directors, approved the adoption of the Revised Agreement and its
submittal to each Fund's shareholders for adoption and ratification. If the
Revised Agreement is adopted by shareholders of a Fund,

10
<PAGE> 11

it will remain in effect through March 31, 1997, and will be thereafter subject
to continuation by such Fund's Directors. If the Revised Agreement is not
adopted, the existing Agreement will continue in effect through March 31, 1996,
and thereafter will be subject to continuation by such Fund's Directors.
Additional information concerning the investment advisory agreements and SCM is
set forth below.

ADVISORY AGREEMENT. The advisory agreements are required to be approved annually
by each Fund's Directors or by vote of a majority of such Fund's outstanding
voting securities (as defined in the 1940 Act). In either case, such annual
renewal must be approved by the vote of a majority of the Independent Directors,
cast in person at a meeting called for the purpose of voting on such approval.
On January 21, 1994, the Directors of each Fund, including all Independent
Directors, voted unanimously to extend the existing Agreement for each Fund for
an additional period of one year, commencing May 1, 1994. On January 20, 1995,
the Directors of each Fund, including all Independent Directors, voted
unanimously to extend the existing Agreement for each Fund for an additional
period of one year, commencing May 1, 1995. Each Fund's Agreement, dated March
3, 1994, was initially adopted and approved by the Fund's shareholders on March
3, 1994. The Agreement is terminable, without penalty, on 60 days written notice
by the Directors of a Fund, by vote of a majority of such Fund's outstanding
voting securities, or by SCM. In addition, the Agreement will terminate
automatically in the event of assignment.

Each Fund pays SCM an advisory fee. The advisory fee is an annual percentage
of each Fund's average net assets, calculated and paid monthly. The table below
specifies the advisory fee rate, the advisory fees incurred in 1994, and the
asset size of each Fund.

<TABLE>
<CAPTION>
Advisory 1994 Asset Size
Fund Fee Rate Advisory Fee (as of 1/31/95)
- - ----------------------------------------------------------------------------
<S> <C> <C> <C>
Short-Term Global Bond* .625% $46,721 $13,957,936
International Bond* .70 36,200 10,067,270
</TABLE>

* SCM waived all of the Fund's advisory fee during the last fiscal year.

The advisory fee rate of each Fund may be compared against each of the Funds
noted above and below.

<TABLE>
<CAPTION>
Advisory Asset Size
Fund Fee Rate (as of 1/31/95)
- - ------------------------------------------------------------------------
<S> <C> <C>
Strong Advantage Fund .60 % $ 864,856,604
Strong Short-Term Bond Fund .625 997,688,750
Strong Government Securities Fund* .60 274,858,620
Strong Income Fund .625 127,480,259
Strong Short-Term Municipal Bond Fund .50 156,377,264
Strong Insured Municipal Bond Fund .50 43,518,074
Strong Municipal Bond Fund .60 297,804,667
Strong High-Yield Municipal Bond Fund** .60 126,987,476
</TABLE>

- - ---------------
* SCM waived a portion of the Fund's advisory fee during the last fiscal year.
** SCM waived all of the Fund's advisory fee during the last fiscal year.

11
<PAGE> 12

Under the terms of each Agreement, SCM manages a Fund's investments subject to
the supervision of the Fund's Directors. SCM is responsible for investment
decisions and supplies investment research and portfolio management. At its
expense, SCM provides office space and all necessary office facilities,
equipment, and personnel for servicing the investments of a Fund. SCM places all
orders for the purchase and sale of a Fund's portfolio securities at its
expense. Except for expenses assumed by SCM as set forth above or as described
below under "Distribution Agreement" with respect to the distribution of a
Fund's shares, each 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; expenses for printing and
distribution costs of prospectuses and semi-annual financial statements mailed
to existing shareholders; and charges of custodians, transfer agent fees
(including the printing and mailing of reports and notices to shareholders),
fees of registrars, fees for auditing and legal services, fees for clerical
services related to recordkeeping and shareholder relations, the cost of stock
certificates, and fees for directors who are not "interested persons" of SCM.
From time to time, SCM may voluntarily waive all or a portion of its management
fee for a Fund. The organizational expenses of the Funds were advanced by SCM
and will be reimbursed by the Fund over a period of not more than 60 months from
the date of its inception.

Each Agreement requires SCM to reimburse a Fund in the event that the expenses
and charges payable by the Fund in any fiscal year, including the advisory fee
but excluding taxes, interest, brokerage commissions, and similar fees (and with
respect to the Revised Agreement, extraordinary expenses), exceed that
percentage of the average net asset value of the Fund for such year, which is
the most restrictive percentage provided by the state laws of the various states
in which the Fund's common stock is qualified for sale; or if the states in
which the Fund's common stock is qualified for sale impose no restrictions, then
2%. The most restrictive percentage limitation currently applicable to the Funds
is 2 1/2% of its average daily net assets up to $30,000,000, 2% on the next
$70,000,000 of its average daily net assets, and 1 1/2% of its average daily net
assets in excess of $100,000,000. Reimbursement of expenses in excess of the
applicable limitation will be made on a monthly basis and will be paid to a Fund
by reduction of SCM's fee, subject to later adjustment, month by month, for the
remainder of the Fund's fiscal year. From time to time, SCM may voluntarily
absorb expenses for a Fund in addition to the reimbursement of expenses in
excess of applicable limitations.

INVESTMENT ADVISOR. SCM, a Wisconsin corporation, is the Funds' investment
advisor. Mr. Richard S. Strong is the Chairman of SCM, who along with Messrs.
John Dragisic and Richard T. Weiss constitute the Board of Directors of SCM. The
address of the Advisor and each of these individuals is 100 Heritage Reserve,
Menomonee Falls, Wisconsin, 53051. The officers of the Funds and their positions
with SCM are as follows:

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<PAGE> 13

<TABLE>
<CAPTION>
Name Position with Funds Position with SCM
- - ------------------------------------------------------------------------------
<S> <C> <C>
Richard S. Strong Chairman Chairman
John Dragisic Vice Chairman Vice Chairman
Lawrence A. Totsky Vice President Senior Vice President
Thomas P. Lemke Vice President Senior Vice President, General
Counsel, and Secretary
Ann E. Oglanian Secretary Associate Counsel
Thomas M. Zoeller Treasurer Treasurer
</TABLE>

SCM began conducting business in 1974. Since then, its principal business has
been providing continuous investment advice to mutual funds, individuals, and
institutional accounts such as pension funds and profit-sharing plans. SCM acts
as investment advisor to each of the 24 Strong Funds and acts as a subadvisor to
various other investment products. As of December 31, 1994, SCM had over $10
billion under management. Mr. Strong is the controlling shareholder of SCM.

On July 12, 1994, the Securities and Exchange Commission (the SEC) filed an
administrative action (Order) against SCM, Mr. Strong, and another employee of
SCM 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 alleged that SCM 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 alleged that SCM 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 SCM's policy on personal
trading and by failing to disclose trading by Harbour, an entity in which
principals of SCM 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 SCM agreed to various undertakings, including adoption of certain
procedures and a limitation for six months on accepting certain types of new
advisory clients.

TRANSFER AGENT AND DIVIDEND-DISBURSING AGENT. SCM acts as dividend- disbursing
agent and transfer agent to the Funds. The fees received and the services
provided as transfer agent and dividend-disbursing agent are in addition to the
fees received and services provided under the advisory agreement. In 1994, SCM
waived all transfer agent and dividend-disbursing agent service fees for the
Short-Term Global Bond and International Bond Funds. Without such waivers the
Short-Term Global Bond and International Bond Funds would have paid SCM $12,752
and $5,991, respectively, in per account charges, $6,945 and $6,255,
respectively, for out-of-pocket expenses, and $401

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and $252, respectively, for certain printing and mailing services for the Funds
such as printing and mailing of shareholder account statements, checks, and tax
forms.

DISTRIBUTION AGREEMENT. Under a Distribution Agreement dated March 3, 1994 for
each Fund (the Distribution Agreements), Strong Funds Distributors, Inc. (SFD)
acts as underwriter of each Fund's shares. SFD is an indirect subsidiary of SCM
and controlled by SCM and Mr. Strong. The address of SFD is 100 Heritage
Reserve, Menomonee Falls, Wisconsin, 53051. The Distribution Agreements provide
that SFD will use its best efforts to distribute each Fund's shares. Since the
Funds are "no-load" funds, no sales commissions are charged on the purchase of a
Fund's shares. The Distribution Agreements further provide that SFD will bear
the costs of printing prospectuses and shareholder reports which are used for
selling purposes, as well as advertising and other costs attributable to the
distribution of the Funds' shares. Each Distribution Agreement is subject to the
same termination and renewal provisions as are described above with respect to
the advisory agreements.

PORTFOLIO TRANSACTIONS AND BROKERAGE. SCM is responsible for decisions to buy
and sell securities for the Funds and for the placement of their portfolio
business and the negotiation of the commissions to be paid on such transactions.
It is the policy of SCM 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 SCM or the Funds. The best price to
the Funds means the best net price without regard to the mix between purchase or
sale price and commission, if any. Normally, the Funds will pay no brokerage
commissions on purchases and sales of portfolio securities since most of their
purchases and sales will be principal transactions. In selecting broker-dealers
and in negotiating commissions, SCM considers the firm's reliability, the
quality of its execution services on a continuing basis, and its financial
condition. Brokerage will not be allocated based on the sale of a Fund's shares.

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-dealer who supplies brokerage and research services a commission for
effecting a transaction in excess of the amount of commission another
broker-dealer would have charged for effecting the transaction. Brokerage and
research services include (a) furnishing advice as to the value of securities,
the advisability of investing, purchasing or selling securities, and the
availability of securities or purchasers or sellers of securities; (b)
furnishing analyses and reports concerning issuers, industries, securities,
economic factors and trends, portfolio strategy, and the performance of
accounts; and (c) effecting securities transactions and performing functions
incidental thereto (such as clearance, settlement, and custody).

In carrying out the provisions of the Agreements, SCM may cause the Funds to
pay a broker-dealer which provides brokerage and research services to SCM a
commission for effecting a securities transaction in excess of the amount
another broker-dealer would have charged for effecting the transaction. SCM is
of the opinion that the continued receipt of supplemental investment research
services from broker-dealers is essential to its

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<PAGE> 15

provision of high-quality portfolio management services to the Funds. The
Agreement provides that such higher commissions will not be paid by the Funds
unless (a) SCM determines in good faith that the amount is reasonable in
relation to the services in terms of the particular transaction or in terms of
SCM's overall responsibilities with respect to the accounts as to which it
exercises investment discretion; (b) such payment is made in compliance with the
provisions of Section 28(e), other applicable state and federal laws, and the
Agreement; and (c) in the opinion of SCM, the total commissions paid by a Fund
will be reasonable in relation to the benefits to a Fund over the long term. The
investment advisory fees paid by the Funds under the Agreements are not reduced
as a result of SCM's receipt of research services.

Generally, research services provided consist of portfolio pricing and capital
changes services and reports, research reports dealing with macroeconomic trends
and monetary and fiscal policy, research reports on individual companies and
industries, and information dealing with market trends and technical analysis.
Such brokers may pay for all or a portion of computer hardware and software
costs relating to the pricing of securities. Where SCM 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. SCM's receipt of these
administrative benefits arises from its ability, in certain cases, to direct
brokerage to certain firms in connection with its management of client
portfolios. In making good faith allocations between administrative benefits and
research and brokerage services, a conflict of interest may exist by reason of
SCM's allocation of the costs of such benefits and services between those that
primarily benefit SCM and those that primarily benefit its clients.

SCM places portfolio transactions for other advisory accounts, including other
mutual funds managed by SCM. Research services furnished by firms through which
the Funds effect their securities transactions may be used by SCM in servicing
all of its accounts; not all of such services may be used by SCM in connection
with the Funds. In the opinion of SCM, it is not possible to separately measure
the benefits from research services to each of the accounts (including a Fund)
managed by SCM. 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 SCM, such costs to the Funds will not be
disproportionate to the benefits received by the Funds on a continuing basis.

SCM seeks to allocate portfolio transactions equitably whenever concurrent
decisions are made to purchase or sell securities by each 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 a Fund. In making such
allocations between a Fund and other advisory accounts, the main factors
considered by SCM 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.

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<PAGE> 16

TRANSACTIONS WITH AFFILIATED BROKERS AND DEALERS. As provided in the Agreements
between the Funds and SCM, SCM is responsible not only for making decisions with
respect to the purchase and sale of the Funds' portfolio securities, but also
for implementing these decisions, including the negotiation of commissions and
the allocation of portfolio brokerage and principal business. The Directors for
the Funds have authorized W.H. Reaves & Co., Inc. (Reaves), the subadvisor for
Strong American Utilities Fund, and a member of the New York Stock Exchange, to
act as an affiliated broker to the Funds subject to procedures set forth in Rule
17e-1 under the 1940 Act. As such, in order for Reaves to effect any portfolio
transactions for a Fund on an exchange, the commissions, fees or other
remuneration received by Reaves must be reasonable and fair compared to the
commissions, fees or other remuneration paid to other brokers in connection with
comparable transactions involving similar securities being purchased or sold on
an exchange during a comparable period of time. This standard would allow Reaves
to receive no more than the remuneration which would be expected to be received
by an unaffiliated broker in a commensurate arm's-length transaction.

THE DIRECTORS UNANIMOUSLY RECOMMEND THAT
SHAREHOLDERS VOTE FOR PROPOSAL 3.

4. TO ADOPT REVISED ARTICLES OF INCORPORATION.

The Directors have unanimously approved the adoption of Amended and Restated
Articles of Incorporation (the Revised Articles) for each of the Funds, which
are Wisconsin corporations. According to the Wisconsin Business Corporation Law
(the WBCL), changes to a Fund's Articles of Incorporation must be approved by
the vote of a majority of outstanding shares of such Fund. If shareholders do
not approve this Proposal, the existing Articles will remain in full force and
effect.

In addition, certain of the changes included within the Revised Articles are
designed to standardize the language of the existing Articles; however, other
changes are substantive. The Revised Articles would: (i) eliminate the
enumerated list of authorized corporate powers contained in the existing
Articles and to add a provision allowing a Fund to engage in any activity
permissible under the WBCL, (ii) eliminate the provision that limits a Fund's
ability to redeem small shareholder accounts ($1,000 or less) and, instead,
provide that a Fund may redeem small shareholders accounts under procedures
adopted by the Directors and in accordance with the 1940 Act, (iii) eliminate
the 1% cap on redemption fees and include a provision permitting the Directors
to set forth in the By-Laws the terms and conditions under which redemption fees
are to be imposed, (iv) specify that an affirmative majority vote of all votes
cast at a shareholder meeting is sufficient to amend the Revised Articles,
provided that a quorum is present, allow the Directors to amend a Fund's name
without shareholder approval, (v) eliminate the express denial of preemptive
rights because preemptive rights, under the WBCL, are not effective unless
affirmatively expressed in articles of incorporation; and thus, because it is
not affirmatively expressed, its presence in the existing Articles is
unnecessary and meaningless, (vi) grant the Directors authority to convert each
Fund into a series fund and allow the Directors to add additional

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<PAGE> 17

series, and (vii) allow the Directors to designate additional classes of shares.
In addition, by approving the Revised Articles, shareholders also authorize SCM
to make changes to the Articles as may be necessary in order to facilitate
filing them with the State of Wisconsin.

The Revised Articles would allow the Directors to convert each Fund into a
series fund and to designate additional classes of shares, each without
additional shareholder approval.1 The Directors have no current intention to
implement either a series structure or additional classes of shares. However,
these amendments would allow the Directors the future flexibility to adopt such
structures. By adding series to a Fund, such Fund may achieve certain
operational efficiencies.2 In addition, adding additional classes would permit
each Fund to take advantage of additional distribution channels (with
alternative pricing structures) for selling Fund shares. The ability to utilize
alternative distribution channels may increase the size of a Fund, which may
result in certain economies of scale and reduced operating expenses - thus
benefiting both existing and future shareholders.

THE ADDITION OF CLASSES TO ALREADY OUTSTANDING SHARES WOULD NOT AFFECT AN
EXISTING SHAREHOLDER'S INVESTMENT IN THE FUND. Each series would represent
interests in a different portfolio of assets and a shareholder interest is
limited to the portfolio in which shares are held. The Revised Articles also
provide that a Fund may issue additional classes of shares, including new
classes of the outstanding Common Stock, provided these classes do not affect
the preferences, limitations, or relative rights of the outstanding shares.
Under the Revised Articles, the Directors are 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. Under the Revised Articles, all holders of shares of a Fund would vote
on each matter presented to shareholders for action except with respect to any
matter which affects only one or more series or classes, in which case only the
shares of the affected series or class shall be entitled to vote.

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

1 The term "series" in the mutual fund industry is used to refer to shares that
represent interests in a separate portfolio of investments with differing
investment objectives. "Classes" of shares represent sub-divisions of series
with differing preferences, limitations, or relative rights as the Directors may
determine and, in most circumstances, differing marketing attributes. These
terms do not correspond to the terms that are used under the WBCL, but will be
used for ease of reference in this discussion.

2 If the Directors determine to add new series to a Fund, the first series of
the Fund will retain the name of the Fund in which shareholders are invested and
the Directors will designate the umbrella entity with a generic name that is
consistent with the name of the first series (i.e., the Fund) and any subsequent
series. Thus, shareholders in a Fund will continue to own shares in an entity
with the same name as the entity in which they originally invested, except that
this entity will be one of a number of series in the umbrella entity.

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<PAGE> 18

At such time as the Directors determine that it is in the best interests of a
Fund to add additional series or a multiple class structure, such Fund will
obtain all necessary regulatory approvals before such a structure is
implemented.

THE DIRECTORS UNANIMOUSLY RECOMMEND THAT
SHAREHOLDERS VOTE FOR PROPOSAL 4.

5. TO AMEND THE INVESTMENT OBJECTIVE.

The Directors unanimously recommend that the shareholders of each Fund vote to
replace each Fund's current investment objective as noted below. The purpose of
the proposed objectives is to clarify and more concisely describe each Fund's
goal. The proposed objectives are not intended to alter the way in which the
Funds' are managed. If shareholders do not vote to change a Fund's objective,
the Fund's current objective will remain in place.

The Short-Term Global Bond Fund's current investment objective states:

"The investment objective of Short-Term Global Bond Fund is to seek a
high level of income consistent with capital preservation."

The proposed investment objective of the Short-Term Global Bond Fund states:

"The Short-Term Global Bond Fund seeks total return by investing for a
high level of income with a low degree of share-price fluctuation."

The International Bond Fund's current investment objective states:

"The International Bond Fund's investment objective is to seek high total
return by investing for a high level of income and capital appreciation."

The proposed investment objective of the International Bond Fund states:

"The International Bond Fund seeks high total return by investing for
both income and capital appreciation."

THE DIRECTORS UNANIMOUSLY RECOMMEND THAT
SHAREHOLDERS VOTE FOR PROPOSAL 5.

ADOPTION OF STANDARD INVESTMENT LIMITATIONS

The primary purpose of Proposals 6A through 6H is to revise or adopt
investment limitations to conform to limitations that are expected to become
standard for all funds managed by SCM. The Directors have asked SCM to analyze
the various fundamental and non-fundamental investment limitations of the Strong
Funds, and, where appropriate to a fund's investment objective, (i) to adopt
standard non-fundamental limitations, and (ii) to propose to shareholders the
adoption of standard fundamental limitations and to eliminate certain
fundamental limitations. SCM believes that increased standardization

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will help to promote operational efficiencies, facilitate monitoring of
compliance with fundamental and non-fundamental investment limitations, and
enhance the management of each Fund's investments in light of future regulatory,
business, or investment conditions. In addition, standardization will reduce the
future costs associated with holding a shareholders' meeting to change
fundamental investment restrictions that are not required.

Proposals 7A and 7B relate to investment limitations that restate requirements
imposed by state law as a condition of registering shares of the Funds for sale
in certain states or are imposed as non-fundamental investment limitations by
the 1940 Act. Currently, these limitations are fundamental and can only be
changed by shareholder vote. As a result, if the state or federal laws were
changed, or if they no longer applied to a Fund, the Fund would be required to
call a shareholder meeting to adapt to changed state or federal regulatory
requirements. The Directors recommend that these limitations be made non-
fundamental so that they can be changed by the Directors as state or federal
laws permit.

Where adoption of a new or revised limitation or the elimination of a
limitation is likely to have an impact on the investment techniques employed by
a Fund, the potential impact is noted. In all cases, the proposed changes are
expected to contribute to the overall objective of standardization.

6A. TO AMEND A FUNDAMENTAL INVESTMENT LIMITATION CONCERNING CONCENTRATION.

Each Fund's current fundamental investment limitation concerning concentration
states:

"The Fund may not invest more than 25% of its total assets (taken at market
value at the time of each investment) in securities of issuers whose
principal business activities are in the same industry. For this purpose,
"industry" does not include the U.S. government, its agencies, or
instrumentalities."

The Directors recommend that shareholders vote to replace this limitation with
the following new fundamental investment limitation governing concentration:

"The Fund 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."

The primary purpose of the proposal is to revise each Fund's fundamental
limitation concerning concentration to conform to a limitation that is expected
to become standard for the majority of the funds managed by SCM. Although
adoption of the new limitation is not likely to have any impact on the
investment techniques employed by the Funds, it will contribute to the overall
objectives of standardization. (See "Adoption of Standard Investment
Limitations" on page 18.) The proposed non-fundamental operating policy
eliminates the reference to securities issued by the U.S. government or its
agencies or instrumentalities because the SEC does not consider the U.S.
government, its agencies, or instrumentalities to be in any "industry". If the
proposal is approved, the new fundamental

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limitation concerning concentration cannot be changed, under the 1940 Act,
without a future vote of a Fund's shareholders.

THE DIRECTORS UNANIMOUSLY RECOMMEND THAT
SHAREHOLDERS VOTE FOR PROPOSAL 6A.

6B. TO AMEND A FUNDAMENTAL INVESTMENT LIMITATION CONCERNING LENDING.

Each Fund's current fundamental investment limitation concerning lending
states:

"The Fund may not make loans, except through loans of portfolio securities
and repurchase agreements, provided that for purposes of this restriction,
the acquisition of bonds, debentures, loan assignments, participations,
variable rate demand notes, commercial paper, certificates of deposit,
banker's acceptances or other debt instruments shall not be deemed to be the
making of loans."

The Directors recommend that shareholders vote to replace this limitation with
the following new fundamental investment limitation governing lending:

"The Fund 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 (i)
purchases of debt securities or other debt instruments, or (ii) engaging in
repurchase agreements."

The primary purpose of the proposal is to revise each Fund's fundamental
limitation concerning lending to conform to a limitation that is expected to
become standard for all funds managed by SCM. Although adoption of the new
limitation is not likely to have a significant impact on the investment
techniques employed by the Funds, it will contribute to the overall objectives
of standardization. (See "Adoption of Standard Investment Limitations" on page
18.) If the proposal is approved, the new fundamental limitation concerning
lending cannot be changed, under the 1940 Act, without a future vote of a Fund's
shareholders. The proposed limitation (i) adopts "debt securities or other debt
instruments" as a standard exception from the lending limitation for purchases
of portfolio instruments, and (ii) authorizes other lending transactions
permissible under the 1940 Act, up to 33 1/3% of a Fund's total assets,
including an interfund lending program briefly discussed below under Proposal
6D.

Subject to shareholder approval of the revised investment limitation
concerning lending, the Directors will adopt a non-fundamental operating policy,
which may be changed by the Directors without shareholder approval, that states:

"The Fund may not make any loans other than loans of portfolio securities,
except through (i) purchases of debt securities or other debt instruments,
or (ii) engaging in repurchase agreements."

This operating policy clarifies that the Funds do not intend to make any loans
other than securities loans, purchases of debt securities or other debt
instruments, or repurchase

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agreements. This policy would be amended by the Directors should a Fund seek and
obtain an exemptive order permitting an interfund lending program.

THE DIRECTORS UNANIMOUSLY RECOMMEND THAT
SHAREHOLDERS VOTE FOR PROPOSAL 6B.

6C. TO AMEND A FUNDAMENTAL INVESTMENT LIMITATION CONCERNING PURCHASING OR
SELLING REAL ESTATE.

Each Fund's current fundamental investment limitation concerning purchasing or
selling real estate states:

"The Fund may not purchase or sell real estate, provided that the Fund may
invest in instruments secured by real estate or interests therein, or issued
by entities that invest in real estate or interests therein, and provided
further that the Fund may exercise rights under agreements relating to such
instruments, including the right to enforce security interests and to
liquidate real estate acquired as a result of such enforcement."

The Directors recommend that shareholders vote to replace this limitation with
the following fundamental investment limitation governing purchasing or selling
real estate:

"The Fund 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)."

The primary purpose of the proposal is to revise each Fund's fundamental
limitation concerning purchasing or selling real estate to conform to a
limitation that is expected to become standard for all funds managed by SCM.
Although adoption of the new limitation is not likely to have any impact on the
investment techniques employed by the Funds, it will contribute to the overall
objectives of standardization. (See "Adoption of Standard Investment
Limitations" on page 18.) If the proposal is approved, the new fundamental
limitation concerning purchasing or selling real estate cannot be changed under
the 1940 Act without a future vote of a Fund's shareholders.

THE DIRECTORS UNANIMOUSLY RECOMMEND THAT
SHAREHOLDERS VOTE FOR PROPOSAL 6C.

6D. TO AMEND A FUNDAMENTAL INVESTMENT LIMITATION CONCERNING BORROWING.

Each Fund's current fundamental investment limitation concerning borrowing
states:

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but reduced by any liabilities and indebtedness not constituting senior
securities), except that the Fund may borrow up to an additional 5% of its
total assets (not including the amount borrowed) for temporary or emergency
purposes."

The Directors recommend that shareholders vote to replace this limitation with
the following fundamental investment limitation governing borrowing:

"The Fund may (i) borrow money from banks and (ii) make other investments or
engage in other transactions permissible under the Investment Company Act of
1940 which may involve a borrowing, provided that the combination of (i) and
(ii) 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."

The primary purpose of the proposal is to revise each Fund's fundamental
borrowing limitation to conform to a limitation that is expected to become
standard for all funds managed by SCM, which will contribute to the overall
objectives of standardization. (See "Adoption of Standard Investment
Limitations" on page 18.) If the proposal is approved, the new fundamental
borrowing limitation cannot be changed, under the 1940 Act, without a future
vote of a Fund's shareholders.

The proposed limitation accomplishes two specific goals. First, it eliminates
the references to senior securities which are addressed in a specific investment
restriction regarding such securities, discussed under 6G. Second, it permits
the Funds to borrow money from the other Strong Funds ("interfund lending") if
an order were obtained from the SEC permitting such borrowings. The purpose of
an interfund lending program for the Strong Funds would be to reduce borrowing
costs (and increase interest received by the lending Strong Fund) from that
available through other sources, such as bank borrowings or reverse repurchase
agreements. An interfund lending program would involve certain risks. For
example, there is the risk that a lending fund could experience delays in
obtaining prompt repayment of a loan or a borrowing fund could be required to
repay funds on short notice. The Directors have no current intention of pursuing
such an SEC order.

Subject to shareholder approval of the revised investment limitation
concerning borrowing, the Directors will adopt a non-fundamental operating
policy, which may be changed by the Directors without shareholder approval, that
states:

"The Fund may not borrow money except (i) from banks or (ii) through reverse
repurchase agreements or mortgage dollar rolls, and will not purchase
securities when bank borrowings exceed 5% of its total assets."

This operating policy clarifies that the Funds do not intend, following
adoption of the amended fundamental investment limitation, to borrow money other
than through bank borrowing transactions, reverse repurchase agreements, and
mortgage dollar roll transac-

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tions. This policy only would be amended by the Directors should a Fund seek and
obtain an exemptive order permitting an interfund lending program.

THE DIRECTORS UNANIMOUSLY RECOMMEND THAT
SHAREHOLDERS VOTE FOR PROPOSAL 6D.

6E. TO AMEND A FUNDAMENTAL INVESTMENT LIMITATION CONCERNING UNDERWRITING
SECURITIES.

Each Fund's current fundamental investment limitation concerning underwriting
securities states:

"The Fund may not act as an underwriter of securities of other issuers
except to the extent that, in connection with the disposition of portfolio
securities, the Fund may be deemed an underwriter under federal securities
laws."

The Directors recommend that shareholders vote to replace this limitation with
the following fundamental investment limitation governing underwriting
securities:

"The Fund 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."

The primary purpose of the proposal is to revise each Fund's fundamental
underwriting securities limitation to conform to a limitation that is expected
to become standard for all funds managed by SCM. Although adoption of the new
limitation is not likely to have a significant impact on the investment
techniques employed by the Funds, it will contribute to the overall objectives
of standardization. (See "Adoption of Standard Investment Limitations" on page
18.) If the proposal is approved, the new fundamental underwriting securities
limitation cannot be changed under the 1940 Act without a future vote of a
Fund's shareholders.

THE DIRECTORS UNANIMOUSLY RECOMMEND THAT
SHAREHOLDERS VOTE FOR PROPOSAL 6E.

6F. TO AMEND A FUNDAMENTAL INVESTMENT LIMITATION CONCERNING PURCHASING OR
SELLING FINANCIAL COMMODITIES.

Each Fund's current fundamental investment limitation concerning purchasing
and selling commodities states:

"The Fund may not purchase, hold, or deal in commodities or commodity
contracts, except that the Fund may purchase and sell futures contracts,
options, forward currency contracts, interest rate protection transactions,
and other financial instruments."

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The Directors recommend that shareholders vote to replace this limitation with
the following new fundamental investment limitation governing purchasing and
selling of commodities:

"The Fund 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)."

The primary purpose of the proposal is to revise each Fund's fundamental
limitation concerning purchasing and selling commodities to conform to a
limitation that is expected to become standard for all funds managed by SCM.
Although adoption of the new limitation is not likely to have a significant
impact on the investment techniques employed by the Funds, it will contribute to
the overall objectives of standardization. (See "Adoption of Standard Investment
Limitations" on page 18.) The proposed limitation clarifies that the Funds may
(i) acquire an interest in physical commodities as a result of ownership of
securities or other instruments; and (ii) invest in derivative instruments. If
the proposal is approved, the new fundamental limitation concerning purchasing
and selling commodities cannot be changed, under the 1940 Act, without a future
vote of a Fund's shareholders.

THE DIRECTORS UNANIMOUSLY RECOMMEND THAT
SHAREHOLDERS VOTE FOR PROPOSAL 6F.

6G. TO ADOPT A FUNDAMENTAL INVESTMENT LIMITATION CONCERNING ISSUING SENIOR
SECURITIES.

Each Fund's current fundamental investment limitation concerning issuing
senior securities is contained within the borrowing restriction which states:

"The Fund may not issue senior securities (including borrowing money from
banks and other entities and through reverse repurchase agreements and
dollar rolls) in excess of 33 1/3% of its total assets (including the amount
of senior securities issued, but reduced by any liabilities and indebtedness
not constituting senior securities), except that the Fund may borrow up to
an additional 5% of its total assets (not including the amount borrowed) for
temporary or emergency purposes."

The Directors recommend that the shareholders adopt the following separate
fundamental investment limitation:

"The Fund may not issue senior securities, except as permitted under the
Investment Company Act of 1940."

The primary purpose of the proposal is to adopt a fundamental limitation
regarding issuing senior securities that is expected to become the standard for
all funds managed by SCM. Although adoption of the new limitation is not likely
to have a significant impact on

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the investment techniques employed by the Funds, it will contribute to the
overall objectives of standardization. (See "Adoption of Standard Investment
Limitations" on page 18.) If the proposal is approved, the new fundamental
limitation concerning issuing senior securities cannot, under the 1940 Act, be
changed without a future vote of a Fund's shareholders.

The proposed limitation (i) separately specifies the senior security policy
for the Funds, and (ii) increases the Funds' authorization to engage in
transactions that may raise senior security issues to the extent permissible
under the 1940 Act. The 1940 Act restricts a fund's ability to issue senior
securities. While the definition of "senior security" involves complex statutory
and regulatory concepts, a senior security is generally thought of as a class of
security having preference over shares of a fund with respect to the fund's
assets or earnings. It generally does not include borrowings by a fund (which
might occur to meet shareholder redemption requests) in accordance with federal
law and the fund's investment limitations. Various investment techniques that
obligate a Fund to pay money at a future date (e.g., the purchase of securities
for settlement on a date that is longer than normal) occasionally raise
questions as to whether a "senior security" is created. While the proposed
fundamental investment limitation concerning issuing senior securities will
generally increase a Fund's ability to engage in transactions which may raise
senior security issues, the Fund utilizes such techniques only in accordance
with applicable regulatory requirements.

THE DIRECTORS UNANIMOUSLY RECOMMEND THAT
SHAREHOLDERS VOTE FOR PROPOSAL 6G.

6H. TO ADOPT A FUNDAMENTAL INVESTMENT POLICY CONCERNING POOLED FUND STRUCTURES.

The Directors have approved, subject to a shareholder vote, the adoption of a
new fundamental investment policy that would permit each Fund to invest all of
its assets in another open-end investment company with substantially the same
investment objectives and policies (a Pooled Fund Structure). To allow the Funds
to invest in a Pooled Fund at a future date, the Directors recommend that the
shareholders approve the following fundamental policy:

"The Fund 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."

If the proposal is adopted, the Directors intend to adopt the following
non-fundamental operating policy:

"The Fund may not invest all of its assets in the securities of a single
open-end management investment company with substantially the same
fundamental investment objective, restrictions, and policies as the Fund."

25
<PAGE> 26

The primary purpose of the proposal is to adopt a fundamental policy regarding
Pooled Fund Structures that is expected to become a standard fundamental policy
for all funds managed by SCM. (See "Adoption of Standard Investment Limitations"
on page 18.) The adoption of the new fundamental policy is not likely to have
any impact on the investment techniques employed by the Funds because the
Directors have no present intention of investing either Fund's assets in a
Pooled Fund. If the proposal is approved, the new fundamental investment policy
concerning Pooled Fund Structures cannot, under the 1940 Act, be changed without
a future vote of a Fund's shareholders.

The purpose of a Pooled Fund Structure is to achieve operational efficiencies
and cost reductions through the consolidation of portfolio management while
maintaining different distribution and servicing structures. In the future, SCM
may manage a number of funds with similar investment objectives, policies, and
limitations, but with different features and services. In such a case, the
pooling of their assets would generally achieve operational efficiencies and
cost reductions. If a Fund invested all of its assets in a Pooled Fund, the Fund
would hold only a single investment security and the Pooled Fund would directly
invest in individual securities pursuant to its investment objective.

While neither SCM nor the Directors have determined that the Funds should
invest in a Pooled Fund, the Directors believe that it could be in the best
interest of the Funds to adopt such a structure at a future date. However, the
Directors will only authorize such an arrangement (i) if it is permitted under a
Fund's investment policies, (ii) if they determine that it is in the best
interests of the Fund, and (iii) if, upon advice of counsel, they determine that
the investment will not have material adverse tax consequences to the Fund or
its shareholders.

THE DIRECTORS UNANIMOUSLY RECOMMEND THAT
SHAREHOLDERS VOTE FOR PROPOSAL 6H.

7A. TO ELIMINATE A FUNDAMENTAL INVESTMENT LIMITATION CONCERNING SHORT SALES OF
SECURITIES.

Each Fund's current fundamental investment limitation concerning short sales
of securities states:

"The Fund may not make short sales of securities or maintain a short
position, except that the Fund may maintain short positions in connection
with its use of options, futures contracts, options on futures contracts,
forward currency contracts or similar derivative investments, except that
the Fund may sell short "against the box."

The Directors recommend that shareholders vote to eliminate the above
fundamental investment limitation. Subject to shareholder approval of this
recommendation, the Directors intend to implement the following non-fundamental
operating policy:

"The Fund may not 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

26
<PAGE> 27

Securities and Exchange Commission 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."

The primary purpose of the proposal is to eliminate each Fund's fundamental
limitation concerning short sales of securities and adopt a non-fundamental
operating policy that would conform to a non-fundamental operating policy that
is expected to become standard for all funds managed by SCM. Although adoption
of the non-fundamental policy is unlikely to have any impact on the investment
techniques employed by the Funds, it will contribute to the overall objectives
of standardization. (See "Adoption of Standard Investment Limitations" on page
18.) If the proposal is approved, the new non-fundamental investment policy
concerning short sales of securities could be changed by the Directors without a
future vote of a Fund's shareholders.

THE DIRECTORS UNANIMOUSLY RECOMMEND THAT
SHAREHOLDERS VOTE FOR PROPOSAL 7A.

7B. TO ELIMINATE A FUNDAMENTAL INVESTMENT LIMITATION CONCERNING USE OF MARGIN.

Each Fund's current fundamental investment limitation concerning use of margin
states:

"The Fund may not purchase securities on margin, except for short-term
credits necessary for clearance of portfolio transactions and except that
the Fund may make margin deposits in connection with its use of options,
futures contracts, options on futures contracts, forward currency contracts
or similar derivative investments."

"The Fund may not 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."

The primary purpose of the proposal is to eliminate each Fund's fundamental
limitation concerning the use of margin and adopt a non-fundamental operating
policy that would conform to a non-fundamental operating policy that is expected
to become standard for all funds managed by SCM. Although adoption of the
non-fundamental policy is unlikely to have a significant impact on the
investment techniques employed by the Funds, it will contribute to the overall
objectives of standardization. (See "Adoption of Standard Investment
Limitations" on page 18.) If the proposal is approved, the new non-

27
<PAGE> 28

fundamental investment policy concerning use of margin could be changed by the
Directors without a future vote of a Fund's shareholders.

THE DIRECTORS UNANIMOUSLY RECOMMEND THAT
SHAREHOLDERS VOTE FOR PROPOSAL 7B.

OTHER MATTERS

The Directors know of no other matters that may come before the Meeting. If
any other matters properly come before the Meeting, it is the intention of the
persons acting pursuant to the enclosed proxy card(s) to vote the shares
represented by such proxies in accordance with their best judgment with respect
to such matters.

SHAREHOLDER PROPOSALS

Any shareholder proposals to be presented at the 1996 Annual Meeting of
Shareholders of the Funds, if such meeting is held, must be received at the
executive offices of a Fund on or before October 31, 1995.

By Order of the Board of Directors,

ANN E. OGLANIAN
Secretary

Menomonee Falls, Wisconsin
February 16, 1995

28
<PAGE> 29

EXHIBIT A

INVESTMENT ADVISORY AGREEMENT

THIS AGREEMENT is made and entered into on this day of ,
19 , between STRONG , INC., a Wisconsin corporation (the "Fund"),
and STRONG CAPITAL MANAGEMENT, INC., a Wisconsin corporation (the "Adviser");

WITNESSETH

WHEREAS, the Fund is registered with the Securities and Exchange Commission as
an open-end management investment company under the Investment Company Act of
1940 (the "1940 Act");

WHEREAS, the Fund is authorized to create separate series, each with its own
separate investment portfolio; and,

WHEREAS, the Fund desires to retain the Adviser, which is a registered
investment adviser under the Investment Advisers Act of 1940, to act as
investment adviser for the Fund or each series of the Fund, if any, listed in
Schedule A attached hereto, and to manage each of their assets;

NOW, THEREFORE, the Fund and the Adviser do mutually agree and promise as
follows:

1. Employment. The Fund hereby appoints Adviser as investment adviser for the
Fund or each series of the Fund, if any, listed on Schedule A attached hereto (a
"Portfolio" or collectively, the "Portfolios"), and Adviser accepts such
appointment. Subject to the supervision of the Board of Directors of the Fund
and the terms of this Agreement, the Adviser shall act as investment adviser for
and manage the investment and reinvestment of the assets of any Portfolio. The
Adviser is hereby authorized to delegate some or all of its services subject to
necessary approval, which includes without limitation, the delegation of its
investment adviser duties hereunder to a subadvisor pursuant to a written
agreement (a "Subadvisory Agreement") under which the subadvisor shall furnish
the services specified therein to the Adviser. The Adviser will continue to have
responsibility for all investment advisory services furnished pursuant to a
Subadvisory Agreement. The Adviser shall (i) provide for use by the Fund, at the
Adviser's expense, office space and all necessary office facilities, equipment
and personnel for servicing the investments of each Portfolio and maintaining
the Fund's organization, (ii) pay the salaries and fees of all officers and
directors of the Fund who are "interested persons" of the Adviser as such term
is defined under the 1940 Act, and (iii) pay for all clerical services relating
to research, statistical and investment work.

2. Allocation of Portfolio Brokerage. The Adviser is authorized, subject to
the supervision of the Board of Directors of the Fund, to place orders for the
purchase and sale of securities and to negotiate commissions to be paid on such
transactions. The Adviser

29
<PAGE> 30

may, on behalf of each Portfolio, pay brokerage commissions to a broker which
provides brokerage and research services to the Adviser in excess of the amount
another broker would have charged for effecting the transaction, provided (i)
the Adviser determines in good faith that the amount is reasonable in relation
to the value of the brokerage and research services provided by the executing
broker in terms of the particular transaction or in terms of the Adviser's
overall responsibilities with respect to a Portfolio and the accounts as to
which the Adviser exercises investment discretion, (ii) such payment is made in
compliance with Section 28(e) of the Securities Exchange Act of 1934 and other
applicable state and federal laws, and (iii) in the opinion of the Adviser, the
total commissions paid by a Portfolio will be reasonable in relation to the
benefits to such Portfolio over the long term.

3. Expenses. Each Portfolio will pay all its expenses and the Portfolio's
allocable share of Fund expenses, other than those expressly stated to be
payable by the Adviser hereunder, which expenses payable by a Portfolio shall
include, 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, expenses of printing and
distributing prospectuses to existing shareholders, charges of custodians
(including sums as custodian and for keeping books and similar services of the
Portfolios), transfer agents (including the printing and mailing of reports and
notices to shareholders), registrars, auditing and legal services, clerical
services related to recordkeeping and shareholder relations, printing of share
certificates, fees for directors who are not "interested persons" of the
Adviser, and other expenses not expressly assumed by the Adviser under Paragraph
1 above. If expenses payable by a Portfolio, except interest charges, taxes,
brokerage commissions and similar fees and to the extent permitted extraordinary
expenses, in any given fiscal year exceed that percentage of the average net
asset value of the Portfolio for such year, as determined by valuations made as
of the close of each business day of such year, which is the most restrictive
percentage expense limitation provided by the laws of the various states in
which the Portfolio's shares are qualified for sale, or if the states in which
the shares qualified for sale impose no restrictions, then 2%, the Adviser shall
reimburse the Portfolio for such excess. Reimbursement of expenses by the
Adviser shall be made on a monthly basis and will be paid to a Portfolio by a
reduction in the Adviser's fee, subject to later adjustment month by month for
the remainder of the Fund's fiscal year.

4. Authority of Adviser. The Adviser shall for all purposes herein be
considered an independent contractor and shall not, unless expressly authorized
and empowered by the Fund or any Portfolio, have authority to act for or
represent the Fund or any Portfolio in any way, form or manner. Any authority
granted by the Fund on behalf of itself or any Portfolio to the Adviser shall be
in the form of a resolution or resolutions adopted by the Board of Directors of
the Fund.

5. Compensation of Adviser. For the services to be furnished during any month
by the Adviser hereunder, each Portfolio listed in Schedule A shall pay the
Adviser, and the Adviser agrees to accept as full compensation for all services
rendered hereunder, an Advisory Fee as soon as practical after the last day of
such month. The Advisory Fee shall

30
<PAGE> 31

be an amount equal to 1/12th of the annual fee as set forth in Schedule B of the
average of the net asset value of the Portfolio determined as of the close of
business on each business day throughout the month (the "Average Asset Value").
In case of termination of this Agreement with respect to any Portfolio during
any month, the fee for that month shall be reduced proportionately on the basis
of the number of calendar days during which it is in effect and the fee computed
upon the Average Asset Value of the business days during which it is so in
effect.

6. Rights and Powers of Adviser. The Adviser's rights and powers with respect
to acting for and on behalf of the Fund or any Portfolio, including the rights
and powers of the Adviser's officers and directors, shall be as follows:

(a) Directors, officers, agents and shareholders of the Fund are or may at
any time or times be interested in the Adviser as officers, directors, agents,
shareholders or otherwise. Correspondingly, directors, officers, agents and
shareholders of the Adviser are or may at any time or times be interested in
the Fund as directors, officers, agents and as shareholders or otherwise, but
nothing herein shall be deemed to require the Fund to take any action contrary
to its Articles of Incorporation or any applicable statute or regulation. The
Adviser shall, if it so elects, also have the right to be a shareholder in any
Portfolio.

(b) Except for initial investments in a Portfolio, not in excess of $100,000
in the aggregate for the Fund, the Adviser shall not take any long or short
positions in the shares of the Portfolios and that insofar as it can control
the situation it shall prevent any and all of its officers, directors, agents
or shareholders from taking any long or short position in the shares of the
Portfolios. This prohibition shall not in any way be considered to prevent the
Adviser or an officer, director, agent or shareholder of the Adviser from
purchasing and owning shares of any of the Portfolios for investment purposes.
The Adviser shall notify the Fund of any sales of shares of any Portfolio made
by the Adviser within two months after purchase by the Adviser of shares of
any Portfolio.

(c) The services of the Adviser to each Portfolio and the Fund are not to be
deemed exclusive and Adviser shall be free to render similar services to
others as long as its services for others does not in any way hinder, preclude
or prevent the Adviser from performing its duties and obligations under this
Agreement. In the absence of willful misfeasance, bad faith, gross negligence
or reckless disregard of obligations or duties hereunder on the part of the
Adviser, the Adviser shall not be subject to liability to the Fund or to any
of the Portfolios or to any shareholder for any act or omission in the course
of, or connected with, rendering services hereunder or for any losses that may
be sustained in the purchase, holding or sale of any security.

7. Duration and Termination. The following shall apply with respect to the
duration and termination of this Agreement:

(a) This Agreement shall begin for each Portfolio as of the date of this
Agreement and shall continue in effect for two years. With respect to each
Portfolio added by

31
<PAGE> 32

execution of an Addendum to Schedule A, the term of this Agreement shall begin
on the date of such execution and, unless sooner terminated as hereinafter
provided, this Agreement shall remain in effect to the date two years after
such execution. Thereafter, in each case, this Agreement shall remain in
effect, for successive periods of one year, subject to the provisions for
termination and all of the other terms and conditions hereof if: (a) such
continuation shall be specifically approved at least annually by either (i)
the affirmative vote of a majority of the Board of Directors of the Fund,
including a majority of the Directors who are not parties to this Agreement or
interested persons of any such party (other than as Directors of the Fund),
cast in person at a meeting called for that purpose or (ii) by the affirmative
vote of a majority of a Portfolio's outstanding voting securities; and (b)
Adviser shall not have notified a Portfolio in writing at least sixty (60)
days prior to the anniversary date of this Agreement in any year thereafter
that it does not desire such continuation with respect to that Portfolio.
Prior to voting on the renewal of this Agreement, the Board of Directors of
the Fund may request and evaluate, and the Adviser shall furnish, such
information as may reasonably be necessary to enable the Fund's Board of
Directors to evaluate the terms of this Agreement.

(b) Notwithstanding whatever may be provided herein to the contrary, this
Agreement may be terminated at any time with respect to any Portfolio, without
payment of any penalty, by affirmative vote of a majority of the Board of
Directors of the Fund, or by vote of a majority of the outstanding voting
securities of that Portfolio, as defined in Section 2(a)(42) of the 1940 Act,
or by the Adviser, in each case, upon sixty (60) days' written notice to the
other party and shall terminate automatically in the event of its assignment.

8. Amendment. This Agreement may be amended by mutual consent of the parties,
provided that the terms of each such amendment shall be approved by the vote of
a majority of the Board of Directors of the Fund, including a majority of the
Directors who are not parties to this Agreement or interested persons of any
such party to this Agreement (other than as Directors of the Fund) cast in
person at a meeting called for that purpose, and, where required by Section
15(a)(2) of the 1940 Act, on behalf of a Portfolio by a majority of the
outstanding voting securities (as defined in Section 2(a)(42) of the 1940 Act)
of such Portfolio. If such amendment is proposed in order to comply with the
recommendations or requirements of the Securities and Exchange Commission or
state regulatory bodies or other governmental authority, or to obtain any
advantage under state or federal laws, the Fund shall notify the Adviser of the
form of amendment which it deems necessary or advisable and the reasons
therefor, and if the Adviser declines to assent to such amendment, the Fund may
terminate this Agreement forthwith.

9. Notice. Any notice that is required to be given by the parties to each
other under the terms of this Agreement shall be in writing, addressed and
delivered, or mailed postpaid to the other party at the principal place of
business of such party.

10. Assignment. This Agreement shall neither be assignable nor subject to
pledge or hypothecation and in the event of assignment, pledge or hypothecation
shall automatically

32
<PAGE> 33

terminate. For purposes of determining whether an "assignment" has occurred, the
definition of "assignment" in Section 2(a)(4) of the 1940 Act shall control.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
as of the day and year first stated above.

<TABLE>
<S> <C>
Attest: Strong Capital Management, Inc.

- - -------------------------------- --------------------------------
[Name and Title] [Name and Title]

Attest: [Name of Fund]

- - -------------------------------- --------------------------------
[Name and Title] [Name and Title]
</TABLE>

SCHEDULE A

The Portfolio(s) of Strong , Inc. currently subject to this
Agreement are as follows:

<TABLE>
<CAPTION>
Date of Addition
Portfolio(s) to this Agreement
- - --------------------------------------------------------------------
<S> <C>

</TABLE>

SCHEDULE B

Compensation pursuant to Paragraph 5 of this Agreement shall be calculated in
accordance with the following schedules:

<TABLE>
<CAPTION>
Portfolio(s) Annual Fee
- - --------------------------------------------------------------------
<S> <C>

</TABLE>

<PAGE> 3

<TABLE>
<S><C>
WE NEED YOUR VOTE BEFORE APRIL 13, 1995
___________________________________________________________________________________________________________________________________

THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED IN FAVOR OF ALL PROPOSALS AND IN THE
DISCRETION OF THE PROXIES UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. Please indicate by filling in the
appropriate box below, as shown, using blue or black ink or dark pencil. Do not use red ink. [ ]

1. Election of Directors. FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote [ ] 1.
(except as marked to the contrary) for all nominees listed below

TO WITHHOLD AUTHORITY FOR AN INDIVIDUAL NOMINEE STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW

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

2. To ratify the selection of independent public accountants. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.

3. To adopt and ratify the revised Advisory Agreement. FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.

4. To adopt revised Articles of Incorporation. FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.

5. To amend the investment objective. FOR [ ] AGAINST [ ] ABSTAIN [ ] 5.

6. To amend or adopt fundamental investment limitations. FOR [ ] (Except as marked below) ABSTAIN [ ] 6.
If you do NOT wish to approve an investment limitation change, please check the appropriate box below:

(A) [ ] Concentration (D) [ ] Borrowing (G) [ ] Issuing senior securities
(B) [ ] Lending (E) [ ] Underwriting securities (H) [ ] Pooled fund structures
(C) [ ] Purchasing or selling (F) [ ] Purchasing or selling
real estate financial commodities

7. To eliminate fundamental investment limitations. FOR [ ] (Except as marked below) ABSTAIN [ ] 7.
If you do NOT wish to approve elimination of an investment limitation, please check the appropriate box below:

(A) [ ] Short sales of securities
(B) [ ] Use of margin
___________________________________________________________________________________________________________________________________
TO BE COMPLETED AND SIGNED ON REVERSE SIDE OF CARD.

WE NEED YOUR VOTE BEFORE APRIL 13, 1995
__________________________________________________________________________________________________________________________
[LOGO]
PLEASE, your vote is important and, as a shareholder, you are asked to be at the Annual Meeting either in person or by
proxy. If you are unable to attend the Meeting in person, we urge you to complete, sign, date, and return this proxy card
using the enclosed postage prepaid envelope. Your prompt return of the proxy will help assure quorum at the Meeting and
avoid additional expenses to your Fund associated with further solicitation. Sending in your proxy will not prevent you from
personally voting your shares at the Meeting and you may revoke your proxy by advising the Secretary of the Fund in
writing (by subsequent proxy or otherwise) of such revocation at any time before it is voted.
__________________________________________________________________________________________________________________________
THANK YOU FOR YOUR TIME

STRONG SHORT-TERM GLOBAL BOND FUND, INC. PROXY FOR ANNUAL MEETING OF SHAREHOLDERS

The undersigned hereby constitutes and appoints John Dragisic, Thomas P. Lemke, and Ann E. Oglanian as proxies, each with power to
appoint his or her substitute, and hereby authorizes them to represent and to vote by majority, as designated on the reverse side,
all shares of stock of the Fund, which the undersigned is entitled to vote at the Annual Meeting of Shareholders to be held at the
Italian Community Center, 631 E. Chicago Street, Milwaukee, Wisconsin, on April 13, 1995, at 10:00 a.m., local time, and any
adjournments thereof, with respect to the matters set forth on the reverse side and described in the Notice of Annual Meeting
and Proxy Statement dated February 16, 1995, receipt of which is hereby acknowledged.

DATE: __________________________

NOTE: Please sign exactly as your name appears on this
Proxy. If joint owners, EITHER may sign this Proxy.
When signing as attorney, executor, administrator,
trustee, guardian or corporate officer, please give
your full title.

_______________________________________________________
Signature(s) (Title(s), if applicable)
</TABLE>

<PAGE> 4
STRONG FUNDS
P.O. Box 2936 . Milwaukee, Wisconsin 53201 . Telephone 1-800-368-3863

February 1995

Dear Fellow Shareholder:

You are cordially invited to attend the joint Annual Meeting of Shareholders of
the Strong Funds, to be held at 10:00 a.m., Thursday, April 13, 1995, at the
Italian Community Center, 631 East Chicago Street, Milwaukee, Wisconsin.
Preceding the Meeting, there will be an Investment Strategy Discussion Session
starting at 9:00 a.m.

PLEASE READ THE ENCLOSED MATERIALS AND VOTE.

The accompanying "Notice of Annual Meeting and Proxy Statement" describes a
number of important proposals affecting the Strong Funds in which you are
invested. To save printing and administrative expenses, we have created a
single "omnibus" Proxy Statement that encompasses the changes to both Strong
International Income Funds. PLEASE REVIEW AND CONSIDER EACH OF THESE ISSUES
CAREFULLY.

The Funds' Board of Directors has reviewed these proposed changes and believes
them to be in the best interests of the Funds' shareholders. Accordingly, THE
BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF EACH PROPOSED CHANGE.

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND RETURN THE
ENCLOSED PROXY CARD(S) IN THE POSTAGE-PAID ENVELOPE PROVIDED.

Please vote. And do so as soon as possible. No matter how many shares you own,
your vote - and its promptness - are important. You may be contacted by D.F.
King & Co., Inc., who has been engaged to solicit proxies on behalf of each
Fund's Board. If you have questions about these proposals, please call us at
1-800-359-3369.

SUMMARY OF PROPOSED CHANGES

As discussed fully in the Proxy Statement, you are being asked to elect an
expanded Board of Directors and ratify the re-appointment of Coopers & Lybrand
as the Funds' auditors. You are also being asked to adopt and ratify revised
Advisory Agreements that govern each Fund's arrangement with Strong Capital
Management, Inc. to provide certain investment management and administrative
services. PLEASE NOTE THAT THESE AGREEMENTS DO NOT PROPOSE AN INCREASE IN ANY
FEES PAID BY A FUND OR SUCH FUND'S SHAREHOLDERS.

(over) G-5
<PAGE> 5

In addition, we have proposed various changes - outlined below - to the Funds'
Articles of Incorporation, investment objectives, and fundamental investment
limitations. In general, these changes are part of our overall effort to
standardize and clarify both the language that describes and the policies that
guide the entire family of Strong Funds.

AMENDED ARTICLES OF INCORPORATION will allow the Board more
flexibility in managing future operations. In part, the changes
address the Board's authority to set redemption policies, approve
stock splits, and add alternative fund structures designed to
reduce costs.

REVISED INVESTMENT OBJECTIVES represent the next step in our
long-term initiative to simplify our shareholder communications and
make our publications easier to use and understand. These revisions
are designed to describe each Fund's goal more clearly and are not
intended to change the manner in which the Funds are managed.

STANDARDIZED INVESTMENT LIMITATIONS are intended to conform and
clarify the policies that guide the day-to-day management of the
Funds, including the amounts and types of securities in which each
Fund may invest, as well as the investment techniques the Funds may
employ. By using uniform limitations wherever possible, we expect
to facilitate portfolio compliance and gain certain operational
efficiencies. In general, the changes are not intended to
significantly alter the way the Strong International Income Funds
are managed. However, in some cases, they do expand a Fund's
ability to take advantage of certain investment opportunities. We
have noted these exceptions within the Proxy Statement.

Again, I encourage you to review these proposals carefully and cast your vote
using the enclosed proxy card(s) and postage-paid envelope. EVEN IF YOU DO PLAN
TO ATTEND THE MEETING, PLEASE VOTE AS SOON AS POSSIBLE. BY VOTING PROMPTLY, YOU
HELP US AVOID THE EXPENSE OF HAVING TO RE-SOLICIT YOUR PROXY - AND HELP US KEEP
FUND EXPENSES DOWN.

Thank you for your participation in this important initiative. I look forward
to seeing many of you on April 13th.

Sincerely,

/s/ Richard S. Strong

Richard S. Strong
Chairman of the Board

Enclosures

P.S. If you plan to join us at the meeting, please call 1-800-368-0930 to make
a reservation. Your reply will help us make the appropriate accommodations for
the meeting room.