STRONG LIFE STAGE SERIES INC
N-30D, 1999-09-07
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<PAGE>

                                                                   [STRONG LOGO]


     THE STRONG
     LIFE STAGE SERIES
- ----------------------------------------------------------------
     SEMI-ANNUAL REPORT o JUNE 30, 1999


The Strong Conservative Portfolio

The Strong Moderate Portfolio

The Strong Aggressive Portfolio


                 [PHOTO OF STRONG HEADQUARTERS IN BACKGROUND]

<PAGE>
                            LETTER FROM THE CHAIRMAN

Dear Strong Investor,

Having  just  returned  from a business  trip to  Indianapolis,  I was telling a
friend that almost everywhere I went--every freeway traveled,  every side street
ventured down--bulldozers, cranes and backhoes were hard at work.

Indianapolis,  like most American cities we visit these days, is in the midst of
a spectacular  building boom. A sea of yellow construction  equipment is washing
over the  nation's  landscape.

It is the latest chapter in the unbelievable economic expansion that has blessed
this  country--almost  without  pause--since  1982.  The signs of prosperity are
everywhere:

     o    Highways jammed with people on their way to do business.

     o    "Help  Wanted"  signs in more store  windows than most of us have ever
          seen at one time.

     o    Consumer confidence is at an all-time high. Shopping carts are stuffed
          with personal computers,  printers,  software and all sorts of related
          high-tech equipment transforming the lives of Americans.

     o    Restaurants  are packed almost every night of the week with people who
          have money to spend.

We are fortunate to be living in one of the greatest  economic booms in recorded
history.  Likewise,  we should be grateful for the  opportunity  to live in this
incredibly prosperous time. We should also remember that nothing lasts forever.

The nation's economic engine is running near full capacity. After eight years of
continuous  growth,  the American  economy is  beginning to overheat.  It's that
strain  on the  system  that  has Mr.  Greenspan's  Federal  Reserve,  which  is
responsible for managing the economy and keeping inflation at reasonable levels,
obviously concerned.

The  Fed's  most  powerful  inflation-fighting  tool is its  ability  to  manage
interest rates.  Although it is a blunt  instrument,  raising  interest rates is
very  effective  in  rapidly  slowing  the rate of  growth in the  economy.  For
example,  when  rates  go up,  it  doesn't  take  long to see a drop in both the
construction of new homes and the refinancing of mortgage  loans.  Likewise,  it
wouldn't be long before some of those  bulldozers  and backhoes in  Indianapolis
were sidelined.

The Federal Reserve has an awesome  responsibility.  While they want the economy
to move ahead,  they can't let their hopes  override  common sense.  The Fed has
become increasingly  worried about excessive  valuations in the stock market and
the possibility that, left unchecked, a financial bubble could occur.

Make no mistake  about it:  Here at  Strong,  we are  bullish  on the  long-term
prospects for America.  But, in the short term,  expectations  of what the stock
market and the U.S.  economy can  continue to deliver  seem  inflated.  For that
reason,  this could be a good time to complement your portfolio's stock holdings
with more conservative money market and short-term bond funds.

                                                  /s/ Dick
<PAGE>


                                   THE STRONG
                               LIFE STAGE SERIES
                                     ------
                       SEMI-ANNUAL REPORT o JUNE 30, 1999


                               TABLE OF CONTENTS

INVESTMENT REVIEW
     The Strong Life Stage Portfolios .................................2

FINANCIAL INFORMATION
     Schedules of Investments in Securities ...........................4
     Statements of Assets and Liabilities .............................5
     Statements of Operations .........................................6
     Statements of Changes in Net Assets ..............................7
     Notes to Financial Statements ....................................8

FINANCIAL HIGHLIGHTS .................................................10

<PAGE>

                                   ==========
                        THE STRONG LIFE STAGE PORTFOLIOS
                        -----------==========-----------

PORTFOLIO
 HIGHLIGHTS

o    The  Strong  Common  Stock  Fund  was  the  strongest  contributor  to  the
     portfolios' outperformance.

o    The portfolios benefited  significantly from their underweighted  positions
     in the defensive consumer staple and healthcare sectors, which were notable
     as the only market sectors that actually declined during the period.

o    The Strong  Advantage and Short-Term  Bond Funds were strong  performers in
     the fixed-income portion of the portfolios.

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

                                TOTAL RETURNS(1)
                                 As of 6-30-99

                             CONSERVATIVE PORTFOLIO
                              Since Inception 7.74%
                                  (on 12-31-98)

                               MODERATE PORTFOLIO
                              Since Inception 8.90%
                                  (on 12-31-98)

                              AGGRESSIVE PORTFOLIO
                             Since Inception 13.40%
                                  (on 12-31-98)

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

INVESTMENT
PERSPECTIVES

In the six months since the inception of the Strong Life Stage  Portfolios,  all
three delivered solid returns. The Conservative Portfolio posted a 7.74% return,
the Moderate Portfolio 8.90%, and the Aggressive Portfolio returned 13.40%. In a
strong  market  for  stocks,  all  four of the  component  equity  funds  in the
portfolio  performed  better  than the  benchmark  S&P 500  Stock  Index for the
period.  On the  fixed-income  side, all but one of the component funds exceeded
the performance of the benchmark  Lehman Brothers 1-3 Year  Government/Corporate
Bond Index.

As the strongest  contributor  on the equity side,  the Strong Common Stock Fund
benefited primarily from its overweighting in technology issues and advantageous
stock selection within the sector.  Energy stocks,  particularly the oil service
group, were also significant  contributors to outperformance.  The Strong Growth
Fund was another  particularly  strong  performer  over this period.  The Fund's
substantial overweighting in technology issues and its near-zero exposure to the
out-of-favor   consumer  staples  sector  during  the  period  were  drivers  of
performance.

In the  fixed-income  markets,  an environment of rising bond yields and falling
bond prices made for tough  sledding.  The  Advantage  Fund was a clear  winner,
easily  outpacing the  benchmark  Lehman index thanks to its focus on very short
maturity bonds and corresponding  low interest rate sensitivity.  The Short-Term
Bond Fund also exceeded the return of the bond index, but by a lesser margin. In
the Government  Securities Fund, whose interest rate sensitivity is greater than
that of the  benchmark  index,  the declines in bond prices more than offset the
income earned during the period.

                                                            --------------------
                                                                ...all three

                                                            portfolios delivered

                                                                solid returns.
                                                            --------------------

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

1    Total Return is not annualized and measures  aggregate  change in the value
     of an  investment  in the Fund,  assuming  reinvestment  of  dividends  and
     capital gains.


2
<PAGE>

In anticipation of tightening  moves by the Fed, bond investors pushed up yields
on Treasury  notes by about one and a quarter  percentage  points from late last
year. Bond prices, which move in the opposite direction of yields, fell about 5%
on average from year-end, more than wiping out interest income for the six-month
period. The stock market's reaction to higher interest rates was muted as rising
corporate  earnings  estimates have largely  offset their impact.  For the first
time in several years,  market action broadened out  significantly in the second
quarter to include the mid- and small-cap sectors.

We  believe  the key to the  markets'  future  over the near term is the pace of
economic  growth.  Unless the economy  cools off, the Fed may be forced to raise
interest rates again.  While this is a potential  negative for the stock market,
stocks have shown they can withstand modest hikes in interest rates.

Thank you for your investment in the Strong Life Stage Portfolios.


                    GROWTH OF AN ASSUMED $10,000 INVESTMENT
                            From 12-30-98 to 6-30-99

[GRAPH]
                THE STRONG        THE STRONG     THE STRONG       S&P 500
               CONSERVATIVE        MODERATE      AGGRESSIVE        Stock
                 PORTFOLIO         PORTFOLIO      PORTFOLIO        Index*
12-98             10,000            10,000         10,000          10,000
1-99              10,260            10,330         10,470          10,418
2-99              10,120            10,120         10,180          10,094
3-99              10,410            10,540         10,720          10,498
4-99              10,571            10,610         10,960          10,905
5-99              10,480            10,450         10,740          10,647
6-99              10,774            10,890         11,340          11,238


This graph,  prepared in  accordance  with SEC  regulations,  compares a $10,000
investment in each portfolio, made at its inception, with the performance of the
Standard  and  Poor's  500  Stock  Index  ("S&P  500").   Results   include  the
reinvestment  of all dividends and capital gains  distributions.  Performance is
historical  and  does not  represent  future  results.  Investment  returns  and
principal value vary, and you may have a gain or loss when you sell shares.


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

*    The S&P 500 is an  unmanaged  index  generally  representative  of the U.S.
     stock market. Source of the S&P index data is Standard & Poor's Micropal.


YOUR PORTFOLIOS'
 APPROACH

THE  STRONG  LIFE  STAGE  PORTFOLIOS  CONSIST  OF THREE  DIVERSIFIED  INVESTMENT
PORTFOLIOS  DESIGNED TO PURSUE  EITHER  CONSERVATIVE,  MODERATE,  OR  AGGRESSIVE
INVESTMENT  OBJECTIVES BY INVESTING IN A COMBINATION  OF STOCK,  BOND,  AND CASH
INVESTMENTS. EACH PORTFOLIO IS COMMONLY REFERRED TO AS A "FUND OF FUNDS" BECAUSE
ITS ASSETS ARE  INVESTED IN A NUMBER OF OTHER  STRONG  MUTUAL  FUNDS.  THE FUNDS
OFFER  A  "ONE-STOP"   SOLUTION  OF  ASSET  ALLOCATION,   DIVERSIFICATION,   AND
SIMPLICITY,  AND MAY APPEAL TO  INVESTORS  LOOKING TO  SIMPLIFY  THE  INVESTMENT
SELECTION PROCESS FOR THEIR RETIREMENT ACCOUNTS.

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

MARKET
 HIGHLIGHTS

o    In the  fixed-income  markets,  an  environment  of rising  bond yields and
     falling bond prices made for tough sledding.

o    Deflationary fears were replaced by concern about inflation,  with consumer
     confidence holding at record-high levels and showing no sign of slowing.

o    At the end of the reporting  period,  the Federal  Reserve decided to raise
     short-term  interest  rates by  one-quarter  point in  response to economic
     reports showing remarkable strength in the U.S. economy.  But the committee
     also changed  their policy  "bias" to neutral,  suggesting  that no further
     rate hikes are imminent, and markets rallied on the news.

                                                                               3
<PAGE>

SCHEDULES OF INVESTMENTS IN SECURITIES                 JUNE 30, 1999 (UNAUDITED)
- --------------------------------------------------------------------------------

================================================================================
                         STRONG CONSERVATIVE PORTFOLIO
================================================================================
                                                     Shares or
                                                     Principal         Value
                                                       Amount        (Note 2)
- --------------------------------------------------------------------------------
INVESTMENT COMPANY SECURITIES 94.9%
Strong Advantage Fund, Inc.                             76,637       $  761,005
Strong Blue Chip 100 Fund                               22,509          393,463
Strong Common Stock Fund, Inc.                          16,097          391,159
Strong Government Securities Fund, Inc.                 18,507          191,553
Strong Growth Fund                                      15,215          396,359
Strong Growth and Income Fund                           16,076          393,712
Strong Short-Term Bond Fund, Inc.                      120,407        1,145,066
- --------------------------------------------------------------------------------
TOTAL INVESTMENT COMPANY SECURITIES (COST $3,590,427)                 3,672,317
- --------------------------------------------------------------------------------

SHORT-TERM INVESTMENTS (a) 4.9%
COMMERCIAL PAPER
INTEREST BEARING, DUE UPON DEMAND
General Mills, Inc., 4.82%                            $    100              100
Warner Lambert Company, 4.91%                          169,900          169,900
Wisconsin Electric Power Company, 4.91%                 21,500           21,500
- --------------------------------------------------------------------------------
TOTAL SHORT-TERM INVESTMENTS (COST $191,500)                            191,500
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TOTAL INVESTMENTS IN SECURITIES (COST $3,781,927) 99.8%               3,863,817
Other Assets and Liabilities, Net 0.2%                                    9,011
- --------------------------------------------------------------------------------
NET ASSETS 100.0%                                                    $3,872,828
================================================================================


================================================================================
                           STRONG MODERATE PORTFOLIO
================================================================================
                                                      Shares or
                                                      Principal         Value
                                                        Amount        (Note 2)
- --------------------------------------------------------------------------------
INVESTMENT COMPANY SECURITIES 94.9%
Strong Advantage Fund, Inc.                            145,290      $ 1,442,731
Strong Blue Chip 100 Fund                              128,013        2,237,675
Strong Common Stock Fund, Inc.                          91,546        2,224,564
Strong Government Securities Fund, Inc.                140,347        1,452,591
Strong Growth Fund                                      86,529        2,254,068
Strong Growth and Income Fund                           91,428        2,239,068
Strong Short-Term Bond Fund, Inc.                      228,269        2,170,840
- --------------------------------------------------------------------------------
TOTAL INVESTMENT COMPANY SECURITIES (COST $13,660,950)               14,021,537
- --------------------------------------------------------------------------------

SHORT-TERM INVESTMENTS (a) 5.0%
COMMERCIAL PAPER
INTEREST BEARING, DUE UPON DEMAND
Pitney Bowes Credit Corporation, 4.82%                $572,600          572,600
Warner Lambert Company, 4.91%                           98,700           98,700
Wisconsin Electric Power Company, 4.91%                 60,400           60,400
- --------------------------------------------------------------------------------
TOTAL SHORT-TERM INVESTMENTS (COST $731,700)                            731,700
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TOTAL INVESTMENTS IN SECURITIES (COST $14,392,650) 99.9%             14,753,237
Other Assets and Liabilities, Net 0.1%                                   27,220
- --------------------------------------------------------------------------------
NET ASSETS 100.0%                                                   $14,780,457
================================================================================


================================================================================
                          STRONG AGGRESSIVE PORTFOLIO
================================================================================
                                                      Shares or
                                                      Principal         Value
                                                        Amount        (Note 2)
- --------------------------------------------------------------------------------
INVESTMENT COMPANY SECURITIES 96.6%
Strong Blue Chip 100 Fund                               41,771       $  730,159
Strong Common Stock Fund, Inc.                          29,088          706,830
Strong Government Securities Fund, Inc.                 32,695          338,392
Strong Growth Fund                                      28,325          737,862
Strong Growth and Income Fund                           29,324          718,143
Strong Short-Term Bond Fund, Inc.                       17,689          168,219
- --------------------------------------------------------------------------------
TOTAL INVESTMENT COMPANY SECURITIES (COST $3,237,614)                 3,399,605
- --------------------------------------------------------------------------------

SHORT-TERM INVESTMENTS (a) 3.3%
COMMERCIAL PAPER
INTEREST BEARING, DUE UPON DEMAND
General Mills, Inc., 4.82%                            $    100              100
Warner Lambert Company, 4.91%                          109,200          109,200
Wisconsin Electric Power Company, 4.91%                  6,500            6,500
- --------------------------------------------------------------------------------
TOTAL SHORT-TERM INVESTMENTS (COST $115,800)                            115,800
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TOTAL INVESTMENTS IN SECURITIES (COST $3,353,414) 99.9%               3,515,405
Other Assets and Liabilities, Net 0.1%                                    2,885
- --------------------------------------------------------------------------------
NET ASSETS 100.0%                                                    $3,518,290
================================================================================



LEGEND
- --------------------------------------------------------------------------------
(a)  Short-term  investments  include any security  which has a maturity of less
     than one year.

Percentages are stated as a percent of net assets.

See Notes to Financial Statements.


4
<PAGE>

<TABLE>

STATEMENTS OF ASSETS AND LIABILITIES
- -----------------------------------------------------------------------------------------------------
June 30, 1999 (Unaudited)
<CAPTION>
                                                          STRONG           STRONG            STRONG
                                                       CONSERVATIVE       MODERATE         AGGRESSIVE
                                                         PORTFOLIO        PORTFOLIO         PORTFOLIO
                                                       ------------       ---------        ----------
ASSETS:
  Investments in Securities, at Value
    (Cost of $3,781,927, $14,392,650
<S>                                                     <C>              <C>               <C>
      and $3,353,414, respectively)                     $3,863,817       $14,753,237       $3,515,405
  Dividends and Interest Receivable                          8,918            27,124            2,799
  Other Assets                                              20,663            15,963           15,953
                                                         ---------        ----------        ---------
  Total Assets                                           3,893,398        14,796,324        3,534,157

LIABILITIES:
  Accrued Operating Expenses and Other Liabilities          20,570            15,867           15,867
                                                        ----------       -----------       ----------
  Total Liabilities                                         20,570            15,867           15,867
                                                        ----------       -----------       ----------
NET ASSETS                                              $3,872,828       $14,780,457       $3,518,290
                                                        ==========       ===========       ==========
NET ASSETS CONSIST OF:
  Capital Stock (par value and paid-in capital)         $3,787,028       $14,369,275       $3,338,509
  Undistributed Net Investment Income                        2,316            71,921            9,690
  Accumulated Net Realized Gain (Loss)                       1,593           (21,326)           8,100
  Net Unrealized Appreciation                               81,891           360,587          161,991
                                                        ----------       -----------       ----------
  Net Assets                                            $3,872,828       $14,780,457       $3,518,290
                                                        ==========       ===========       ==========
Capital Shares Outstanding (Unlimited Number Authorized)   362,003         1,357,576          310,232

NET ASSET VALUE PER SHARE                                   $10.70            $10.89           $11.34
                                                            ======            ======           ======

                                        See Notes to Financial Statements.

                                                                                                    5
</TABLE>

<PAGE>

<TABLE>

STATEMENTS OF OPERATIONS
- ----------------------------------------------------------------------------------------------------
For the Six Months Ended June 30, 1999 (Unaudited) (Note 1)
<CAPTION>
                                                       STRONG            STRONG            STRONG
                                                    CONSERVATIVE        MODERATE         AGGRESSIVE
                                                      PORTFOLIO         PORTFOLIO         PORTFOLIO
                                                    ------------        ---------        ----------

INCOME:
<S>                                                    <C>               <C>               <C>
  Dividends                                            $ 19,464          $ 71,921          $  9,690

EXPENSES:
  Shareholder Servicing Costs (Note 3)                    1,380             7,964             2,255
  Custodian Fees                                          2,225            27,139             4,723
  Transfer Agency Fees                                      590             3,254               600
  Professional Fees                                       3,321             3,432             3,483
  Reports to Shareholders                                 3,100            17,278             3,149
  Federal and State Registration Fees                    18,921            20,635            17,074
  Other                                                     655               743               738
                                                        -------           -------           -------
  Total Expenses Before Waivers and Absorptions          30,192            80,445            32,022
  Expense Waivers and Absorptions by Advisor            (30,192)          (80,445)          (32,022)
                                                        -------           -------           -------
  Expenses, Net                                              --                --                --
                                                        -------           -------           -------
NET INVESTMENT INCOME                                    19,464            71,921             9,690

REALIZED AND UNREALIZED GAIN (LOSS):
   Net Realized Gain (Loss) on Investments                1,593           (21,326)            8,101
   Net Change in Unrealized Appreciation/
     Depreciation on Investments                         81,891           360,587           161,991
                                                         ------           -------           -------
NET GAIN ON INVESTMENTS                                  83,484           339,261           170,092
                                                         ------           -------           -------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS   $102,948          $411,182          $179,782
                                                       ========          ========          ========

                                  See Notes to Financial Statements.
</TABLE>

6

<PAGE>

<TABLE>

STATEMENTS OF CHANGES IN NET ASSETS
- ---------------------------------------------------------------------------------------------------------------------------

<CAPTION>

                                                      STRONG CONSERVATIVE        STRONG MODERATE         STRONG AGGRESSIVE
                                                           PORTFOLIO                PORTFOLIO                PORTFOLIO
                                                     --------------------      --------------------    --------------------
                                                       Six Months Ended         Six Months Ended         Six Months Ended
                                                        June 30, 1999            June 30, 1999            June 30,1999
                                                     --------------------      --------------------    --------------------
                                                     (Unaudited) (Note 1)      (Unaudited) (Note 1)    (Unaudited) (Note 1)

OPERATIONS:
<S>                                                     <C>                      <C>                      <C>
  Net Investment Income                                   $   19,464               $    71,921              $    9,690
  Net Realized Gain (Loss)                                     1,593                   (21,326)                  8,101
  Net Change in Unrealized Appreciation/Depreciation          81,891                   360,587                 161,991
  Net Increase in Net Assets Resulting from Operations       102,948                   411,182                 179,782
                                                          ----------               -----------              ----------
DISTRIBUTIONS FROM NET INVESTMENT INCOME                     (17,148)                       --                      --

CAPITAL SHARE TRANSACTIONS:
  Proceeds from Shares Sold                                4,061,488                15,376,002               4,441,434
  Proceeds from Reinvestment of Distributions                 16,662                        --                      --
  Payment for Shares Redeemed                               (325,122)               (1,039,727)             (1,135,926)
                                                          ----------               -----------              ----------
  Net Increase in Net Assets from Capital
    Share Transactions                                     3,753,028                14,336,275               3,305,508
                                                          ----------               -----------              ----------
TOTAL INCREASE IN NET ASSETS                               3,838,828                14,747,457               3,485,290

NET ASSETS:
  Beginning of Period                                         34,000                    33,000                  33,000
                                                          ----------               -----------              ----------
  End of Period                                           $3,872,828               $14,780,457              $3,518,290
                                                          ==========               ===========              ==========

TRANSACTIONS IN SHARES OF THE PORTFOLIO:
  Sold                                                       388,065                 1,453,003                 411,306
  Issued in Reinvestment of Distributions                      1,592                        --                      --
  Redeemed                                                   (31,054)                  (98,727)               (104,374)
                                                             -------                 ---------                --------
  Net Increase in Shares of the Portfolio                    358,603                 1,354,276                 306,932
                                                             =======                 =========                 =======

                                                  See Notes to Financial Statements.
                                                                                                                     7
</TABLE>
<PAGE>

NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
June 30, 1999 (Unaudited)

1.   ORGANIZATION
     The accompanying  financial  statements represent Strong Life Stage Series,
     Inc., an open-end series management company registered under the Investment
     Company Act of 1940, as amended.  Strong Life Stage Series,  Inc.  includes
     the following diversified  investment  portfolios (the "Portfolios"),  each
     with  its own  investment  objectives  and  policies:  Strong  Conservative
     Portfolio, Strong Moderate Portfolio, and Strong Aggressive Portfolio. Each
     Portfolio commenced operations on January 4, 1999.

     Each  Portfolio  invests  substantially  all of its assets in the following
     underlying  funds:  Strong Growth Fund,  Strong  Common Stock Fund,  Strong
     Growth and Income Fund,  Strong Blue Chip 100 Fund,  Strong  Heritage Money
     Fund,  Strong  Advantage  Fund,  Strong  Short-Term  Bond Fund,  and Strong
     Government Securities Fund.

2.   SIGNIFICANT ACCOUNTING POLICIES
     The following is a summary of significant  accounting  policies followed by
     the Portfolios in the preparation of their financial statements.

     (A)  Security  Valuation -- Each  Portfolio's  investment in the underlying
          funds is valued at the  closing net asset value per share of each fund
          determined  at the close of the New York Stock  Exchange on the day of
          valuation.

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

          The  character  of  distributions   made  during  the  year  from  net
          investment  income  or net  realized  gains  for  financial  statement
          purposes may differ from the  characterization  for federal income tax
          purposes due to differences  in the  recognition of income and expense
          items for financial  statement and tax  purposes.  Where  appropriate,
          reclassifications  between  net  asset  accounts  are  made  for  such
          differences that are permanent in nature.

          The   Conservative   Portfolio   generally  pays  dividends  from  net
          investment  income quarterly.  The Moderate and Aggressive  Portfolios
          generally pay  dividends  from net  investment  income  annually.  All
          Portfolios distribute any net realized capital gains annually.

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

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

     (E)  Other -- Income and capital  gain  distributions  from the  underlying
          funds and distributions to Portfolio  shareholders are recorded on the
          ex-dividend date.

3.   RELATED PARTY TRANSACTIONS
     Strong Capital Management,  Inc. ("Strong"), with whom certain officers and
     directors of the Portfolios are affiliated,  is the Portfolios' shareholder
     servicing  agent and transfer and  dividend-disbursing  agent.  Strong also
     serves as the underlying funds' investment  advisor.  The Portfolios do not
     pay management fees; however, Strong receives management fees from managing
     the underlying funds. Certain expenses will be waived or absorbed by Strong
     if the  Portfolio's  operating  expenses exceed 2% of the average daily net
     assets  of  the   Portfolio.   Strong  may  also   voluntarily   waive  its
     administrative fees and/or absorb certain expenses for a Portfolio.  During
     the six months ended June 30, 1999, Strong  voluntarily  waived expenses of
     $11,348, $64,516 and $18,285 for the Conservative,  Moderate and Aggressive
     Portfolios,  respectively.  Shareholder  recordkeeping  and related service
     fees are based on contractually  established rates for each open and closed
     shareholder  account.  Strong is  compensated  for certain  other  services
     related to costs incurred for reports to shareholders.

     Certain  information  regarding related party  transactions,  excluding the
     effects of waivers and absorptions, for the six months ended June 30, 1999,
     is as follows:

                                             Shareholder
                                         Servicing and Other      Unaffiliated
                                               Expenses            Directors'
                                           Paid to Advisor            Fees
                                         -------------------      ------------

     STRONG CONSERVATIVE PORTFOLIO             $1,382                 $750
     STRONG MODERATE PORTFOLIO                  7,971                  750
     STRONG AGGRESSIVE PORTFOLIO                2,268                  750

8
<PAGE>

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

4.   ORGANIZATION AND PREPAID INITIAL REGISTRATION EXPENSES
     Expenses  incurred  in  connection  with the  organization  and the initial
     public  offering  of shares  were paid  directly  by Strong  and Strong has
     voluntarily agreed to absorb all organizational expenses of the Portfolios.
     During the period from October 22, 1998  (incorporation)  to June 30, 1999,
     organization  expenses  were  $20,570 for the  Conservative  Portfolio  and
     $15,867 for each of the Moderate and Aggressive Portfolios. Prepaid initial
     registration fees and blue sky expenses were paid by and will be reimbursed
     to Strong and are deferred and amortized  over the period of benefit not to
     exceed twelve months.

5.   INVESTMENT TRANSACTIONS
     The aggregate  purchases and sales of the  underlying  funds during the six
     months ended June 30, 1999, were as follows:

                                              Purchases            Sales
                                             -----------        ----------
     STRONG CONSERVATIVE PORTFOLIO           $ 4,067,248        $  472,786
     STRONG MODERATE PORTFOLIO                15,462,705         1,773,474
     STRONG AGGRESSIVE PORTFOLIO               3,593,839           343,800

6.   INCOME TAX INFORMATION
     At June 30, 1999, the investment cost and gross unrealized appreciation and
     depreciation  on  investments  for  federal  income  tax  purposes  were as
     follows:
<TABLE>
<CAPTION>
                                          Federal Tax      Unrealized      Unrealized         Net
                                             Cost        Appreciation    Depreciation   Appreciation
                                         -----------     ------------    ------------   ------------
     <S>                                 <C>              <C>              <C>            <C>
     STRONG CONSERVATIVE PORTFOLIO       $ 3,786,117      $ 86,870         $ 9,170        $ 77,700
     STRONG MODERATE PORTFOLIO            14,422,484       405,077          74,324         330,753
     STRONG AGGRESSIVE PORTFOLIO           3,366,197       167,489          18,281         149,208


                                                                                                   9
</TABLE>
<PAGE>

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
STRONG CONSERVATIVE PORTFOLIO
- ---------------------------------------------------------------------
                                                         Period Ended
                                                         ------------
                                                           June 30,
SELECTED PER-SHARE DATA(a)                                 1999(b)
- ---------------------------------------------------------------------
Net Asset Value, Beginning of Period                       $10.00

Income From Investment Operations
  Net Investment Income                                     0.08
  Net Realized and Unrealized Gains on Investments          0.69
- ---------------------------------------------------------------------
  Total from Investment Operations                          0.77

Less Distributions
  From Net Investment Income                               (0.07)
- ---------------------------------------------------------------------
  Total Distributions                                      (0.07)
- ---------------------------------------------------------------------
Net Asset Value, End of Period                            $10.70
=====================================================================

Ratios and Supplemental Data
- ---------------------------------------------------------------------
  Total Return                                             +7.7%
  Net Assets, End of Period (In Thousands)                $3,873
  Ratio of Expenses to Average Net Assets without
    Waivers and Absorptions                                 2.0%*
  Ratio of Expenses to Average Net Assets                   0.0%*
  Ratio of Net Investment Income to Average Net Assets      3.4%*
  Portfolio Turnover Rate                                  33.7%



STRONG MODERATE PORTFOLIO
- ---------------------------------------------------------------------
                                                         Period Ended
                                                         ------------
                                                           June 30,
SELECTED PER-SHARE DATA(a)                                 1999(b)
- ---------------------------------------------------------------------
Net Asset Value, Beginning of Period                       $10.00

Income From Investment Operations
  Net Investment Income                                      0.05
  Net Realized and Unrealized Gains on Investments           0.84
- ---------------------------------------------------------------------
  Total from Investment Operations                           0.89

Less Distributions
  From Net Investment Income                                   --
- ---------------------------------------------------------------------
  Total Distributions                                          --
- ---------------------------------------------------------------------
Net Asset Value, End of Period                             $10.89
=====================================================================

Ratios and Supplemental Data
- ---------------------------------------------------------------------
  Total Return                                              +8.9%
  Net Assets, End of Period (In Thousands)                $14,780
  Ratio of Expenses to Average Net Assets without
    Waivers and Absorptions                                  2.0%*
  Ratio of Expenses to Average Net Assets                    0.0%*
  Ratio of Net Investment Income to Average Net Assets       2.2%*
  Portfolio Turnover Rate                                   26.9%


  *  Calculated on an annualized basis.
(a)  Information  presented relates to a share of capital stock of the Portfolio
     outstanding for the entire period.
(b)  For the  period  from  December  31,  1998  (inception)  to June  30,  1999
     (unaudited).


                       See Notes to Financial Statements.
10

<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)
- --------------------------------------------------------------------------------
STRONG AGGRESSIVE PORTFOLIO
- ---------------------------------------------------------------------
                                                         Period Ended
                                                         ------------
                                                           June 30,
SELECTED PER-SHARE DATA(a)                                 1999(b)
- ---------------------------------------------------------------------
Net Asset Value, Beginning of Period                       $10.00

Income From Investment Operations
  Net Investment Income                                      0.03
  Net Realized and Unrealized Gains on Investments           1.31
- ---------------------------------------------------------------------
  Total from Investment Operations                           1.34

Less Distributions
  From Net Investment Income                                   --
- ---------------------------------------------------------------------
  Total Distributions                                          --
- ---------------------------------------------------------------------
Net Asset Value, End of Period                             $11.34
=====================================================================

Ratios and Supplemental Data
- ---------------------------------------------------------------------
  Total Return                                             +13.4%
  Net Assets, End of Period (In Thousands)                 $3,518
  Ratio of Expenses to Average Net Assets without
    Waivers and Absorptions                                  2.0%*
  Ratio of Expenses to Average Net Assets                    0.0%*
  Ratio of Net Investment Income to Average Net Assets       1.0%*
  Portfolio Turnover Rate                                   17.5%


  *  Calculated on an annualized basis.
(a)  Information  presented relates to a share of capital stock of the Portfolio
     outstanding for the entire period.
(b)  For the  period  from  December  31,  1998  (inception)  to June  30,  1999
     (unaudited).

                       See Notes to Financial Statements
                                                                              11


<PAGE>
NOTES
- --------------------------------------------------------------------------------




12
<PAGE>

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

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

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

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

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

                             INDEPENDENT ACCOUNTANTS
                          PricewaterhouseCoopers L.L.P.
              100 East Wisconsin Avenue, Milwaukee, Wisconsin 53202

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

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


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

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

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

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



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                               www.strongfunds.com




                                  [STRONG LOGO]

                                  STRONG FUNDS
                   P.O. Box 2936 o Milwaukee, Wisconsin 53201
                       Strong Investments, Inc. 12424H99                   SLIF
<PAGE>


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