STRONG ASSET ALLOCATION FUND INC
N-30D, 1995-08-28
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<PAGE>   1
                              SEMIANNUAL REPORT

                                JUNE 30, 1995


                                  THE STRONG

                           GROWTH AND INCOME FUNDS


                           [Photo of man and child]



                       THE STRONG ASSET ALLOCATION FUND

                      THE STRONG AMERICAN UTILITIES FUND

                         THE STRONG TOTAL RETURN FUND





                                [Strong logo]
<PAGE>   2
                          EIGHT BASIC PRINCIPLES FOR
                       SUCCESSFUL MUTUAL FUND INVESTING

These common sense rules are followed by many successful investors. They make
sense for beginners, too. If you have a question on these principles, or would
like to discuss them with us, please contact us at 1-800-368-3863. We're here 
24 hours a day, seven days a week to take your call.

1.  Have a plan. Even a simple plan can help you take control of your
    financial future. Review your plan once a year, or if your circumstances 
    change.

2.  Start investing as soon as possible. Make time a valuable ally. Let it put
    the power of compounding to work for you, while helping to reduce your
    potential investment risk.

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

4.  Invest regularly. Investing is a process, not a one-time event. Make a
    habit of investing. And make it easy for yourself with an "automatic
    investment plan." This popular strategy not only helps you manage
    investment risk, it also ensures you "pay yourself first" on a regular
    basis.

5.  Maintain a long-term perspective. For most individuals, the best discipline
    is staying invested as market conditions change. Reactive, emotional
    investment decisions are all too often a source of regret--and of principal
    loss.

6.  Consider stocks to help achieve major long-term goals. Over time, stocks
    have provided the more powerful returns needed to help the value of
    your investments stay well ahead of inflation.

7.  Keep a comfortable amount of cash in your portfolio. To meet current needs,
    including emergencies, use a money market fund or a bank account--not
    your long-term investment assets.

8.  Know what you're buying. Make sure you understand the potential risks and
    rewards associated with each of your investments. Ask questions...request 
    information...make up your own mind. And choose a fund company that helps 
    you make informed investment decisions.
<PAGE>   3


                               TABLE OF CONTENTS

<TABLE>
<S>                                                                      <C>
INVESTMENT REVIEWS                                 
    The Strong Asset Allocation Fund .................................... 2
    The Strong American Utilities Fund .................................. 4
    The Strong Total Return Fund ........................................ 6
                                                   
FINANCIAL INFORMATION                              
    Schedules of Investments in Securities         
          The Strong Asset Allocation Fund .............................  8
          The Strong American Utilities Fund ........................... 12
          The Strong Total Return Fund ................................. 13
    Statements of Operations ........................................... 17
    Statements of Assets and Liabilities ............................... 18
    Statements of Changes in Net Assets ................................ 19
    Notes to Financial Statements ...................................... 20
                                                   
FINANCIAL HIGHLIGHTS ................................................... 26
                                                                           
</TABLE>                                           
<PAGE>   4
The Strong Asset Allocation Fund

The Strong Asset Allocation Fund seeks high total return consistent with
reasonable risk over the long term.  The Fund allocates its assets globally
among a diversified portfolio of equity securities, bonds, and short-term fixed
income securities.

                           THE MARKETS BOUNCE BACK

The stock and bond markets staged powerful rallies during the first six months
of 1995, despite the dollar's slump against several major currencies and
Mexico's devaluation of the peso.  Income investors, who in January were
anticipating a stronger economy and higher interest rates, were surprised by
unexpectedly weak economic numbers, particulary in April and May.  With fears
of higher interest rates fading, longer-term bond prices rallied strongly.

The explosive rally in long bonds, coupled with continued healthy corporate
earnings, helped catapult stocks to record highs.  Ironically, the dollar's
weakness -- and the turmoil in emerging markets that followed the peso's
devaluation -- led to a shift in global capital flows back to the U.S.
Investors in the U.S. market particularly favored traditional, large-cap growth
stocks, which gained 20.21% in the first half of 1995 as measured by the S&P
500.*

                           OUR STRATEGY: LESS CASH,
                            MORE RETURN POTENTIAL

At the start of the year, the portfolio was somewhat cautiously positioned in
anticipation of another tightening by the Federal Reserve.  At that time, cash
composed 28.5% of net assets, stocks 37.5% and bonds 34%.  However, following
the Fed's February rate hike, we concluded that short-term rates were unlikely
to move higher.  Accordingly, we reduced our cash position, boosted the
duration of our bond weighting, and increased our stock exposure to give the
portfolio greater total return potential.  When adjusted for futures, cash had
dwindled to about 20% of the portfolio by the end of June with the balance
roughly 50% in stocks and 30% in bonds.

Our strategy for increasing the duration of the portfolio's bond position was
to seek out longer-maturity bonds offering an attractive level of income and
the potential for a relatively stable price.  Secondarily, we sought to add
value through active management -- trading issues for similar ones that
provided an incrementally better yield or a better chance for price
appreciation through a credit upgrade.

While this increased duration heightened the portfolio's sensitivity to
interest rates, and therefore its potential volatility, we felt it was a
prudent move in light of the weakening economy and the greater probability of a
cut in interest rates by the Federal Reserve.  Our strategy was vindicated on
July 6, when the Fed, concerned that the economy was slowing too rapidly,
reduced the federal funds rate by 0.25%.

On average for the first half of 1995, the portfolio was about 50% weighted in
stocks when S&P 500 futures are taken into account -- a fairly aggressive 
position that reflected the favorable conditions for stocks.  By virtue of our
multi-manager approach, the portfolio's stock holdings were well diversified
between growth stocks, value stocks, and international issues.  Although this
diversification limited our exposure to individual "hot" sectors such as
technology, it also helped insulate the portfolio against a potential market
correction.

Overall, the Fund posted a total return of 10.45% for the first six months of
1995.

                               ASSET ALLOCATION
                                as of 6/30/95

                                 [Pie Chart]
                                      

    Short-term Investments                                  22.4%
    Common and Preferred Stocks including Convertibles        38%
    Bonds                                                   39.6%

This allocation does not include the effect of futures and is presented as a
percentage of net assets.  Please see the Schedule of Investments In Securities
for a complete listing of the Fund's portfolio.  The Bonds category maintains
no maturity limitation and generally has an average duration of 2.0 or higher. 
The securities in the short-term category have effective maturities of three 
years or less, and the category generally has an average duration of 2.0 or 
lower. Duration is a measure of sensitivity to interest rates.
<PAGE>   5
                    A FAVORABLE ENVIRONMENT GOING FORWARD

Overall, we expect a good environment for both stocks and bonds in the
foreseeable future.  Economic growth appears to be moderating, lessening the
potential for a substantial, sustainable uptick in inflation.  And while bond
prices have risen quite a bit in 1995, the market appears to be anticipating
lower rates, so there may be some remaining upside potential.  Even if prices
don't move meaningfully from this point, we believe bonds still provide an
attractive level of income.

For these reasons, the Fund's current position is fairly aggressive -- about
50% weighted in stocks when adjusted for futures.  Near-term, we may see some
nervousness in the markets about a possible downturn in the economy.  However,
our belief is that, if such a downturn occurs, it will be relatively short and
shallow, and easily corrected by a modest cut in the federal funds rate by the
Federal Reserve.  Generally, the American companies presently enjoy healthy
balance sheets compared to most past cycles, and the credit crunch that
hampered banks during the last downturn in 1990 has, for the most part, been
resolved.  Therefore, we don't think a short downturn would prove problematic.

We appreciate your confidence in the Strong Asset Allocation Fund, and we look
forward to serving your investment needs.

Sincerely,

/s/ Bradley C. Tank

Bradley C. Tank
Lead Portfolio Manager

[Photo of Bradley C. Tank]

Growth of an assumed $10,000 investment
from 12/30/81 to 6/30/95
<TABLE>
<CAPTION>
                                                             Asset 
                  The Strong Asset      40/40/20           Allocation       S&P 500
                  Allocation Fund     Balanced Index        Index         Stock Index     
<S>                   <C>              <C>             <C>                <C>      
12/81                  10000             10000               10000           10000        
12/82                  13320             12166               12374           12155        
12/83                  19344             13899               14119           14897        
12/84                  21234             15331               15605           15832        
12/85                  25346             18625               19226           20854        
12/86                  29819             21260               22123           24747        
12/87                  29734             22601               23442           26046        
12/88                  32467             25002               26058           30372        
12/89                  36104             29820               31267           39996        
12/90                  37107             31088               32579           38754        
12/91                  44394             37005               38498           50561        
12/92                  45824             39479               41628           54412        
12/93                  52469             42695               45208           59897        
12/94                  51679             42955               45314           60688        
6/95                   57081             48279               51281           72954        
</TABLE>                                

<TABLE>
<CAPTION>
     Average annual total return
         through 6/30/95
    <C>               <C>
      Since inception   13.77%
      on 12/30/81
      10-year            9.47%
      5-year             9.47%
      3-year             9.09%
      1-year            13.26%
</TABLE>                                  

This graph, prepared in accordance with SEC regulations, compares a $10,000
investment in the Fund, made at the Fund's inception, with similar investments
in the Standard & Poor's 500 Stock Index ("S&P 500"), an unmanaged index        
generally representative of the U.S. stock market, the Asset Allocation Index
and the 40/40/20 Balanced Index, both of which are a combination of three
unmanaged indices.  The Asset Allocation Index is composed of 40% S&P 500, 40%
Salomon Brothers Broad Investment-Grade Bond Index ("The Salomon BIG"), a
market capitalization-weighted index generally representative of government,
mortgage, and investment-grade corporate securities, and 20% Salomon Brothers
3-month Treasury Bill index. The 40/40/20 Balanced Index is composed of 40% S&P
500, 40% Lehman Brothers Intermediate Government/Corporate Bond Index, a market
capitilization-weighted index generally representative of government and
investment-grade corporate securities with maturities of 1-10 years, and 20%
Salomon Brothers 3-month Treasury Bill index. The 40/40/20 Balanced Index has
been added because we believe it more accurately reflects the Funds's fixed
income security selection. Results include the reinvestment of all dividends
and capital gains distributions.  Sources for the index data is Micropal. 
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.  

*Source of index information: Micropal.

                                      4
<PAGE>   6
The Strong American Utilities Fund

                                As of 6/30/95
                                -------------
                                      
                                    30-DAY
                                  ANNUALIZED
                                   CURRENT
                                    YIELD
                                    3.71%


The Strong American Utilities Fund seeks total return by investing for both
income and capital growth.  The Fund invests primarily in the equity securities
of public utility companies headquartered in the United States.

                              THE FUND CONTINUED
                               TO PERFORM WELL

Utility stocks rebounded from a challenging 1994 to perform well in the first
half of 1995.  For the 6-month period ended June 30, the S&P Utilities Index
achieved a total return of 14.84%.(1) The utility sector's strong showing helped
the Fund gain 13.55% on a total return basis for the same period.  As a result
of this performance, the Fund was ranked in the top 7% of Utility funds
tracked by Lipper Analytical Services for the 6-month period ended 6/30/95,
based on total return.  It ranked in the top 16% for the 1-year period.(2)
                                      
                                 AN IMPROVED
                          ENVIRONMENT FOR UTILITIES


The price increase in utility stocks was generated largely by a decline in long
bond yields.  After experiencing one of its most difficult years on record in
1994, the long bond market has rallied sharply so far in 1995, buoyed by a
stream of numbers indicating a slowing economy.  With the threat of higher
interest rates fading, investors became more positive, and bond prices rose
dramatically at the long end of the market.  As long bond yields fell, utility
stocks rallied, a contrast to last year, when rising bond yields put utility
stocks under pressure.

The decline in rates fueled utilities' prices for two major reasons.  First,
the dividends paid by utility stocks became more attractive relative to bond
yields.  Second, utilities could issue debt at more favorable rates, setting the
stage for improved profitability.  

                                WE EMPHASIZED
                              TELECOMMUNICATIONS

We continue to look for the greatest earnings and dividend growth from the
telecommunications sector of the portfolio.  On June 30, 1995,
telecommunication stocks comprised 35.1% of the Fund's assets.

Congress is currently considering major legislation that would lighten the
burden of traditional telephone regulation at both state and federal levels,
permitting more companies entry into new and growing markets, such as long
distance and video.  This in turn should allow companies to pass more earnings
from cost savings through to shareholders.  While competition among service
providers will increase near term, we believe any loss of traditional revenues
may be offset by revenues from new products.  In addition, telephone usage --
and thereby revenues -- continues to grow via consumer services such as voice
mail, caller ID and on-line communication.

                                  MORE POWER


Electric utilities have also regained a degree of favor with investors as
interest rates have declined.  In addition, regulatory actions have raised hope
that the transition to increased competition in the electric industry will be
orderly.  Electrics are still at a historically large discount versus the broad
market, and we believe selected stocks offer investors a compelling value.

These factors prompted us to increase the portfolio's weighting in electrics
from 25.2% at the beginning of the year to 34.3% on June 30.  CMS Energy, an
electric utility, is now one of the five largest portfolio holdings, and
American Electric Power Company is a new holding for the portfolio.

As the total assets of the Fund have grown, we have maintained our combined
weighting in


                         FIVE LARGEST STOCK HOLDINGS
                               (as of 6/30/95)

<TABLE>
<CAPTION>
                                                              % of Net
Company                         Description                    Assets
------------------------------------------------------------------------------
<S>                             <C>                             <C>
Ameritech                       Telecommunication               9.0%
Corporation
------------------------------------------------------------------------------
SBC Communications, Inc.        Telecommunication               7.9%
------------------------------------------------------------------------------
GTE Corporation                 Telecommunication               6.9%
------------------------------------------------------------------------------
CMS Energy                      Electric Utility                6.8%
Corporation
------------------------------------------------------------------------------
AT&T Corporation                Telecommunication               4.7%
------------------------------------------------------------------------------
</TABLE>

Please see the Schedule of Investments in Securities for a complete listing of
the Fund's portfolio.
<PAGE>   7
energy and gas utility stocks by selectively purchasing those that we believe
offer a positive dividend trend.

                              A POSITIVE OUTLOOK
                              FOR UTILITY STOCKS
Our outlook for utility stocks is favorable. The current investment climate
suggests slow economic growth, and the Federal Reserve seems increasingly more
biased toward lowering interest rates than raising them. In this climate of
modest economic growth and stable or declining interest rates, carefully
selected electric utilities appear particularly well-suited to providing
current income and the potential for capital gain.

We believe these factors, plus the continuing move to deregulate utilities,
bode well for conservative, long-term investors.

We appreciate your investment with us, and we look forward to earning your
continued confidence.

Sincerely,

/s/ [William H. Reaves]
    -------------------
    William H. Reaves
    Portfolio Manager

[Photo of William H. Reaves]

                             INDUSTRY ALLOCATION
                               (as of 6/30/95)
Telecommunication 35.1%
Electric Utility 34.3%
Energy Related 15.1%
Gas Utility 8.0%
Other Utility 1.3%
Railroad 0.9%

Please see the Schedule of Investments in Securities for a
complete listing of the Fund's portfolio.

Growth of an assumed $10,000 investment
from 7/1/93 to 6/30/95

<TABLE>
<CAPTION>
          The Strong American         S&P             S&P 500
            Utilities Fund       Utilities Index    Stock Index
<S>            <C>                   <C>              <C>
 6/93          10000                 10000            10000
 9/93          10801                 10700            10258
12/93          10450                 10090            10496
 3/94           9894                  9257            10098
 6/94          10020                  9255            10141
 9/94          10278                  9299            10637
12/94          10178                  9289            10635
 3/95          10799                  9930            11670
 6/95          11557                 10667            12784
</TABLE>

<TABLE>
<C>                                 <C>
Average annual total returns
through 6/30/95
Since inception                      7.49%
on 7/1/93                           
1-year                              15.34%
</TABLE>

This graph, prepared in accordance with SEC regulations, compares a $10,000     
investment in the Fund, made at its inception, with similar investments in the
Standard and Poor's 500 Stock Index, an unmanaged index generally
representative of the U.S. stock market, and the Standard and Poor's Utilities
Index, an unmanaged index generally representative of U.S. utility stocks.
Results include the reinvestment of all dividends and capital gains. Source for
the index data is Micropal. Performance is historical and does not represent
future results. Investment returns and principal value vary, and you may have a
gain or loss when you sell shares. 


1  Source for the Standard and Poor's Utilities Index: Micropal.

2  For the 6-month and 1-year periods ended 6/30/95, the Fund was ranked #6 of
   87 and #12 of 77 funds, respectively. From time to time, the Fund's advisor
   has waived its management fee  and absorbed its expenses, which has resulted
   in higher returns. Rankings are historical and do not represent future 
   results.

                                      5




<PAGE>   8
The Strong Total Return Fund

The Strong Total Return Fund seeks high total return by investing for capital
growth and income. While the Fund normally emphasizes equity investments, it
may also invest a portion of its assets in bonds and short-term fixed income
securities.

                       THE MARKETS BOUNCE BACK IN 1995
After battling through twelve months of cyclical corrections, the stock market
rallied strongly in the first half of 1995, posting a total return greater than
that of the previous two years combined. Large-capitalization stocks, as
measured by the S&P 500, led the rally with a 20.21% total return for the
period.*

The rally was fueled largely by strong corporate earnings--particularly in the
technology sector--and investors' anticipation of falling long-term interest
rates. This expectation was vindicated when weak economic numbers were reported
in April and May. Longer-term bond prices rallied in response, and falling
yields helped make stocks more attractive. At the same time, corporate earnings
remained strong, further boosting stock prices.

As a result of the markets' gains, the Fund's bond positions and most of its
stock holdings performed well. For the first six months of 1995, the Fund's
total return was 13.87%.

                          INCREASING OUR GROWTH AND
                                 INCOME FOCUS
In recent months, we have been realigning the portfolio to more closely reflect
a more "traditional" growth plus income profile, versus its previous
positioning, which tended to be more growth oriented. These modifications
included:

-  Increasing the market capitalization of the Fund by increasing the
   portfolio's weighting in large-cap, well-established companies.

-  Boosting the Fund's yield potential by adding more convertible bonds and
   higher-yielding equities that possess attractive fundamentals and
   valuations.

We believe these modifications will help the Fund better pursue its goal of
capital growth and income.

                              OUR SLOWER GROWTH
                             PREDICTION ON TARGET
In the Fund's 1994 annual report, we stated that, "financial markets appear to
be anticipating that interest rates will peak soon, with a possible decline
sometime in the coming year." We also stated that we were investing in
companies that were "less threatened by a possible slower economy in 1995."

Our expectations proved to be on the mark and helped us pick solid performers.
We increased the portfolio's weighting in financial companies, which typically
benefit when interest rates decline. Our purchases include Citicorp, "Fannie
Mae" (the Federal National Mortgage Association), and Wells Fargo. In addition,
we purchased Federated Department Stores and Sears to increase the Fund's
holdings in specialty retailers, which also tend to benefit from lower rates.

Other purchases reflected our emphasis on companies that are poised for
long-term earnings growth, particularly in the technology sector. Our additions
in this area included Hewlett-Packard, Motorola, Intel and Texas Instruments.
We also purchased Delta Air Lines in anticipation of an increase in
international air travel; we

                               ASSET ALLOCATION
                               (as of 6/30/95)
                                 [Pie Chart]

U.S. Gov't & Agency Issues ......................  0.9%
Corporate Bonds including Convertibles ..........  8.6%
Convertible Preferred Stock .....................  3.0%
Short-Term Investments ..........................  4.1%
Common Stock .................................... 83.4%

The Fund's allocation is presented as a percentage of net assets. Please see
the Schedule of Investments in Securities for a complete listing of the Fund's
portfolio.



                                      6

<PAGE>   9
believe the weak dollar may boost the number of tourists visiting the United
States, and lower fuel prices should help airlines' profitability.

                                A GOOD OUTLOOK
                                FOR INVESTORS

On July 6, 1995, the Federal Reserve cut interest rates by 0.25% in order to
help stimulate the flagging economy. Usually, the Federal Reserve isn't content
to cut rates just once; therefore, we anticipate that the economy will begin to
pick up steam later in the year. Consequently, we have begun lightening up on
our defensive consumer-oriented stocks and increasing the portfolio's weighting
in more economically sensitive companies, such as selected industrials that
might be the first beneficiaries of strong economic growth.

Longer-term, we see several positive factors for stocks. First, Congress
appears to be serious about cutting the capital gains tax. Such a cut would
result in an excellent environment for growth stocks since it would prompt
investors to emphasize future earnings rather than taxable current income.

More importantly, the combination of increased global competition and the
Federal Reserve's bias for slow economic growth suggests a favorable
environment for growth stocks, which can typically provide earnings gains even
in a slower-growing economy. If the world's central bankers are successful in
engineering a climate of slow growth with modest inflation, we believe the U.S.
market currently represents an outstanding opportunity for long-term investors,
especially those with the discipline to demand solid earnings growth at a
reasonable price.

Thank you for your confidence. We look forward to serving your investment needs
in the future.

Sincerely,

[/s/ Ronald C. Ognar]
Ronald C. Ognar
Portfolio Manager

[/s/ Ian J. Rogers]
Ian J. Rogers
Portfolio Manager

[photo of Ronald C. Ognar & Ian J. Rogers]

Growth of an assumed $10,000 investment
from 12/30/81 to 6/30/95
                                                           
<TABLE>
<CAPTION>
                      The Strong               S&P 500 
                  Total Return Fund          Stock Index   
<S>                    <C>                     <C>            
12/81                  10000                   10000                
12/82                  13250                   12155                
12/83                  18720                   14897                
12/84                  20685                   15832                
12/85                  25936                   20854                
12/86                  31121                   24747                
12/87                  33002                   26046                
12/88                  38141                   30372                
12/89                  39140                   39996                
12/90                  36367                   38754 
12/91                  48578                   50561
12/92                  48844                   54412
12/93                  59852                   59897
12/94                  59027                   60688  
6/95                   67212                   72954 
</TABLE>                                       

<TABLE>
<CAPTION>
     Average annual total returns           
        through 6/30/95                  
  <S>                     <C>          
  Since inception         15.16%      
  on 12/30/81                        
  10-year                 11.35%     
  5-year                  11.66%      
  3-year                  13.71%      
  1-year                  18.23%      

</TABLE>
                                       
This graph, prepared in accordance with SEC regulations, compares a $10,000
investment in the Fund, made at its inception, with a similar investment in the
Standard & Poor's 500 Stock Index, an unmanaged index generally representative
of the U.S. stock market. Results include the reinvestment of all dividends and
capital gains distributions. Source for the index data is Micropal. 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. 

*Source: Micropal.

                                       7
<PAGE>   10
SCHEDULE OF INVESTMENTS IN SECURITIES                  June 30, 1995 (Unaudited)
STRONG ASSET ALLOCATION FUND

<TABLE>
<CAPTION>
              SHARES OR                                                                        VALUE
           PRINCIPAL AMOUNT                                                                   (NOTE 2)
           ---------------------------------------------------------------------------------------------
                <S>                  <C>                                                     <C>    
                                     COMMON STOCKS 36.1%*                            
                                     DOMESTIC STOCKS 24.7%*                          
                                     AEROSPACE & DEFENSE 0.2%*                       
                 7,200               Boeing Company                                          $  450,900
                                                                                     
                                     AIRLINE 0.2%*                                   
                 6,600               AMR Corporation +                                          492,525
                                                                                     
                                     AUTO & TRUCK PARTS 0.3%*                        
                15,000               Exide Corporation                                          645,000
                 3,800               The Goodyear Tire & Rubber Company                         156,750
                                                                                                -------
                                                                                                801,750
                                                                                     
                                     AUTOMOBILE 0.1%*                                
                 9,000               Ford Motor Company                                         267,750
                                                                                     
                                     BANK -- MONEY CENTER 0.2%*                      
                10,000               Citicorp                                                   578,750
                                                                                     
                                     BANK -- REGIONAL 0.2%*                          
                15,000               First Bank System, Inc.                                    615,000
                                                                                     
                                     BANK -- SUPER REGIONAL 0.2%*                    
                13,300               Norwest Corporation                                        382,375
                                                                                     
                                     BEVERAGE -- SOFT DRINK 0.2%*                    
                10,000               PepsiCo, Inc.                                              456,250
                                                                                     
                                     BROKERAGE & INVESTMENT MANAGEMENT 0.1%*         
                 3,800               The Charles Schwab Corporation                             164,825
                                                                                     
                                     COMPUTER -- MAINFRAME 0.2%*                     
                 4,000               International Business Machines Corporation                384,000
                                                                                     
                                     COMPUTER -- PERSONAL & WORKSTATION 1.8%*        
                78,100               Compaq Computer Corporation +                            3,543,787
                 5,000               Digital Equipment Corporation +                            203,750
                11,800               Hewlett-Packard Company                                    879,100
                                                                                              ---------
                                                                                              4,626,637
                                                                                     
                                     COMPUTER SERVICE 0.6%*
                 8,000               First Financial Management Corporation                     684,000
                 5,000               Fiserv, Inc. +                                             140,625
                28,000               National Data Corporation                                  647,500
                                                                                              ---------
                                                                                              1,472,125
                                                                                     
                                     COMPUTER SOFTWARE 2.5%*                         
                43,300               Acclaim Entertainment, Inc. +                              798,344
                 5,000               Ascend Communications, Inc. +                              252,500
                 6,000               Cisco Systems, Inc. +                                      303,375
                49,200               Computer Associates International, Inc.                  3,333,300
                16,000               Informix Corporation +                                     406,000
                 8,700               Microsoft Corporation +                                    786,262
                 6,100               3Com Corporation +                                         408,700
                                                                                              ---------
                                                                                              6,288,481
                                                                                     
                                     COMPUTER SYSTEMS 0.2%*                          
                19,000               System Software Associates, Inc.                           380,000
                                                                                     
                                     CONSUMER -- MISCELLANEOUS 0.1%*                 
                 8,000               American Greetings Corporation                             235,000
                 1,300               U.S. Industries, Inc. +                                     17,712
                                                                                                -------
                                                                                                252,712
<CAPTION>
              SHARES OR                                                                        VALUE
           PRINCIPAL AMOUNT                                                                   (NOTE 2)
           ---------------------------------------------------------------------------------------------
                <S>                  <C>                                                     <C>    
                                     COSMETIC & PERSONAL CARE 0.2%*                  
                10,000               The Gillette Company                                    $  446,250
                                                                                     
                                     DIVERSIFIED OPERATIONS 0.2%*                    
                 7,000               Alco Standard Corporation                                  559,125
                                                                                     
                                     ELECTRICAL EQUIPMENT 0.2%*                      
                 7,300               General Electric Company                                   411,537
                                                                                     
                                     ELECTRONICS -- SEMICONDUCTOR/COMPONENT 2.0%*    
                 5,000               Altera Corporation +                                       216,250
                 6,000               Atmel Corporation +                                        332,250
                10,000               Intel Corporation                                          633,125
                52,400               Motorola, Inc.                                           3,517,350
                 2,800               Texas Instruments, Inc.                                    374,850
                                                                                              ---------
                                                                                              5,073,825
                                                                                     
                                     FINANCE -- MISCELLANEOUS 0.4%*                  
                18,000               MBNA Corporation                                           607,500
                17,000               Medaphis Corporation +                                     369,750
                                                                                              ---------
                                                                                                977,250
                                                                                     
                                     FOOD 0.2%*
                 8,700               CPC International, Inc.                                    537,225
                                                                                     
                                     HEALTHCARE -- DRUG/DIVERSIFIED 0.2%*            
                12,500               Merck & Company, Inc.                                      612,500
                                                                                     
                                     HEALTHCARE -- INSTRUMENTATION 1.4%*             
                42,000               Medtronic, Inc.                                          3,239,250
                 7,000               ThermoTrex Corporation +                                   239,750
                                                                                              ---------
                                                                                              3,479,000
                                                                                     
                                     HEALTHCARE -- MEDICAL SUPPLY 0.4%*              
                25,000               Sybron International Corporation +                         996,875
                                                                                     
                                     HEALTHCARE -- PATIENT CARE 0.3%*                
                 6,900               Integrated Health Services, Inc.                           207,000
                 6,900               United Healthcare Corporation                              285,487
                10,000               Vencor, Inc. +                                             315,000
                                                                                                -------
                                                                                                807,487
                                                                                     
                                     HEALTHCARE -- PRODUCT 0.3%*                     
                11,500               Allergan, Inc.                                             311,937
                15,000               Boston Scientific Corporation +                            478,125
                                                                                                -------
                                                                                                790,062
                                                                                     
                                     INSURANCE -- MULTI-LINE 0.3%*                   
                16,000               MGIC Investment Corporation                                750,000
                                                                                     
                                     INSURANCE -- PROPERTY & CASUALTY 0.6%*          
                 7,900               American International Group, Inc.                         900,600
                20,000               Vesta Insurance Group, Inc.                                687,500
                                                                                              ---------
                                                                                              1,588,100
                                                                                     
                                     LEISURE SERVICE 0.5%*                           
                18,000               Hospitality Franchise Systems, Inc. +                      623,250
                15,000               Marriott International, Inc.                               538,125
                                                                                              ---------
                                                                                              1,161,375
                                                                                     
                                     MACHINERY -- AGRICULTURE 0.1%*                  
                 6,000               Case Corporation                                           178,500
</TABLE>                                         
                                                 
                                                 
                                                 
                                                 
                                                 
                                       8         
<PAGE>   11
                                                                         
STRONG ASSET ALLOCATION FUND (CONTINUED)                                 
                                                                         
<TABLE>                                                                  
<CAPTION>                             
              SHARES OR                                                                        VALUE
           PRINCIPAL AMOUNT                                                                   (NOTE 2)
           ---------------------------------------------------------------------------------------------
                <S>                  <C>                                                     <C>    
                                     MEDIA -- RADIO/TV 0.9%*                         
                 3,600               CBS, Inc.                                               $  241,200
                 5,600               Capital Cities/ABC, Inc.                                   604,800
                21,600               Tele-Communications, Inc. +                                506,250
                19,301               Viacom International, Inc. +                               895,084
                                                                                              ---------
                                                                                              2,247,334
                                                                                     
                                     MORTGAGE & RELATED SERVICE 0.6%*                
                 8,300               Federal Home Loan Mortgage Corporation                     570,625
                20,200               Green Tree Financial Corporation                           896,375
                                                                                              ---------
                                                                                              1,467,000
                                                                                     
                                     NATURAL GAS DISTRIBUTION 0.2%*                  
                18,000               The Williams Companies, Inc.                               627,750
                                                                                     
                                     OFFICE AUTOMATION 1.3%*                         
               148,050               Corporate Express, Inc. +                                3,164,569
                                                                                     
                                     OIL -- INTERNATIONAL INTEGRATED 0.2%*           
                 4,900               Royal Dutch Petroleum Company                              597,188
                                                                                     
                                     OIL -- NORTH AMERICAN EXPLORATION &             
                                     PRODUCTION 0.1%*                                
                10,000               Barrett Resources Corporation +                            232,500
                                                                                     
                                     OIL -- NORTH AMERICAN INTEGRATED 0.2%*          
                11,700               Ashland, Inc.                                              410,963
                                                                                     
                                     PAPER & FOREST PRODUCTS 0.4%*                   
                18,000               James River Corporation of Virginia                        497,250
                10,000               Scott Paper Company                                        495,000
                                                                                              ---------
                                                                                                992,250
                                                                                     
                                     PERSONAL & COMMERCIAL LENDING 0.3%*             
                10,000               First USA, Inc.                                            443,750
                 8,100               Student Loan Marketing Association                         379,688
                                                                                              ---------
                                                                                                823,438
                                                                                     
                                     POLLUTION CONTROL 0.8%*                         
                43,000               Browning-Ferris Industries, Inc.                         1,553,375
                16,500               WMX Technologies, Inc.                                     468,188
                                                                                              ---------
                                                                                              2,021,563
                                                                                     
                                     RETAIL -- DEPARTMENT STORE 0.8%*                
                41,300               Federated Department Stores, Inc. +                      1,063,475
                10,000               Kohl's Corporation +                                       456,250
                 9,000               May Department Stores Company                              374,625
                                                                                              ---------
                                                                                              1,894,350
                                                                                     
                                     RETAIL -- DISCOUNT & VARIETY 0.1%*              
                12,500               Toys 'R' Us +                                              365,625
                                                                                     
                                     RETAIL -- FOOD CHAIN 0.0%*                      
                 2,900               Albertson's, Inc.                                           86,275
                                                                                     
                                     RETAIL -- RESTAURANT 0.3%*                      
                12,000               Lone Star Steakhouse & Saloon, Inc. +                      363,750
                13,500               Starbucks Corporation +                                    480,938
                                                                                              ---------
                                                                                                844,688
<CAPTION>

              SHARES OR                                                                        VALUE
           PRINCIPAL AMOUNT                                                                   (NOTE 2)
           ---------------------------------------------------------------------------------------------
                <S>                  <C>                                                     <C>    
                                     RETAIL -- SPECIALTY 2.5%*                       
                87,300               CUC International, Inc. +                              $ 3,666,600
                25,000               Circuit City Stores, Inc. +                                790,625
                25,000               Just For Feet, Inc. +                                      996,875
                14,500               The Limited, Inc.                                          319,000
                15,000               Staples, Inc. +                                            433,125
                 4,600               Viking Office Prooducts, Inc. +                            168,475
                                                                                              ---------
                                                                                              6,374,700
                                                                                     
                                     TELECOMMUNICATION EQUIPMENT 0.8%*               
                20,000               ADC Telecommunications, Inc. +                             715,000
                10,000               StrataCom, Inc. +                                          487,500
                15,000               Tellabs, Inc. +                                            721,875
                                                                                              ---------
                                                                                              1,924,375
                                                                                     
                                     TELECOMMUNICATION SERVICE 0.5%*                 
                16,100               AirTouch Communications +                                  458,850
                 3,400               LIN Broadcasting Corporation +                             430,100
                22,200               MCI Communications Corporation                             488,400
                                                                                              ---------
                                                                                              1,377,350
                                                                                     
                                     TELEPHONE 0.3%*                                 
                25,000               Cincinnati Bell, Inc.                                      631,250
                                                                                              ---------
                                     Total Domestic Stocks                                   62,066,359
                                                                                     
                                     FOREIGN STOCKS 11.4%*                           
                                     Argentina 0.2%*                                 
                                     OIL -- INTERNATIONAL INTEGRATED                 
                22,000               YPF Sociedad Anonima ADR (USD)                             415,250
                                                                                     
                                     Australia 1.0%*                                 
                                     FINANCE -- MISCELLANEOUS 0.2%*                  
                40,000               Lend Lease Corporation                                     510,056
                                                                                     
                                     FOOD 0.1%*                                      
               161,000               Burns, Philp & Company, Ltd.                               335,693
                                                                                     
                                     METALS & MINING 0.4%*                           
                38,500               The Broken Hill Proprietary Company, Ltd.                  472,909
               357,000               Normandy Mining, Ltd.                                      440,541
                                                                                              ---------
                                                                                                913,450
                                                                                     
                                     OIL -- INTERNATIONAL INTEGRATED 0.3%*           
               194,000               Woodside Petroleum, Ltd.                                   759,468
                                                                                              ---------
                                                                                              2,518,667
                                                                                     
                                     Brazil 0.1%*                                    
                                     TELECOMMUNICATION SERVICE                       
                 9,000               Telecommunicacoes Brasileiras S.A. ADR (USD)               297,000
                                                                                     
                                     Finland 1.8%*                                   
                                     TELECOMMUNICATION EQUIPMENT                     
                74,800               Nokia Corporation ADR (USD)                              4,459,950
                                                                                     
                                                                                     
                                     France 0.3%*                                    
                                     LEISURE PRODUCT                                 
                 1,600               Salomon S.A.                                               725,770
                                                                                     
                                     Germany 0.1%*                                   
                                     COMPUTER SOFTWARE                               
                 8,200               SAP AG ADS (USD) (Acquired 5/23/95;             
                                     Cost $299,464) (r) +                                       344,400
</TABLE>                             
                                     
                                     
                                     
                                     
                                     
                                       9                                        
<PAGE>   12
SCHEDULE OF INVESTMENTS IN SECURITIES (CONTINUED)      June 30, 1995 (Unaudited)
STRONG ASSET ALLOCATION FUND (CONTINUED)                                      
                                                                              
<TABLE>                                                                       
<CAPTION>                                                                     
              SHARES OR                                                                        VALUE
           PRINCIPAL AMOUNT                                                                   (NOTE 2)
           ---------------------------------------------------------------------------------------------
                <S>                  <C>                                                     <C>    
                                     Hong Kong 0.3%*                                 
                                     ELECTRONIC PRODUCTS -- MISCELLANEOUS 0.1%*      
               164,000               Johnson Electric Holdings, Ltd.                         $  330,662
                                                                                     
                                     LEISURE SERVICE 0.2%*                           
             1,030,000               CDL Hotels International, Ltd.                             502,540
                                                                                             ----------
                                                                                                833,202
                                                                                     
                                     Indonesia 0.2%*                                 
                                     AUTOMOBILE                                      
               270,000               Astra International PT (Fgn Reg)                           479,111
                                                                                     
                                     Ireland 0.1%*                                   
                                     COMPUTER SOFTWARE                               
                 3,000               CBT Group PLC ADR (USD) +                                  127,125
                                                                                     
                                     Israel 0.1%*                                    
                                     HEALTHCARE -- DRUG/DIVERSIFIED                  
                10,000               Teva Pharmaceutical Industries, Ltd. ADR (USD)             375,000
                                                                                     
                                     Italy 0.4%*                                     
                                     AUTOMOBILE 0.2%*                                
                48,500               Pininfarina Spa                                            451,021
                                                                                     
                                     ELECTRONIC PRODUCTS -- MISCELLANEOUS 0.2%*      
               510,000               Olivetti Spa +                                             499,758
                                                                                             ----------
                                                                                                950,779
                                                                                     
                                     Japan 1.8%*                                     
                                     BROKERAGE & INVESTMENT MANAGEMENT 0.1%*         
                11,000               Nomura Securities Company, Ltd.                            192,435
                                                                                     
                                     CONGLOMERATE 0.2%*                              
                40,000               Mitsubishi Corporation                                     456,265
                                                                                     
                                     ELECTRONIC PRODUCTS -- MISCELLANEOUS 0.7%*      
                52,000               Hitachi, Ltd.                                              519,385
                 2,000               Rohm Company Warrants, Expire 11/20/97 (CHF) +             784,314
                10,000               Sony Corporation                                           481,087
                                                                                             ----------
                                                                                              1,784,786
                                                                                     
                                     LEISURE SERVICE 0.3%*                           
                 4,900               Toho Company                                               816,667
                                                                                     
                                     REAL ESTATE 0.3%*                               
               100,000               TOC Company, Ltd.                                          910,165
                                                                                     
                                     TELECOMMUNICATION 0.2%*                         
                    57               Nippon Telegraph & Telephone Corporation                   478,369
                                                                                             ----------
                                                                                              4,638,687
                                                                                     
                                     Netherlands 0.4%*                               
                                     COMPUTER SOFTWARE 0.1%*                         
                 7,800               Baan Company N.V. (USD) +                                  240,825
                                                                                     
                                     HOUSEHOLD APPLIANCE & FURNISHINGS 0.2%*         
                15,000               Philips Electronics N.V. ADR (USD)                         641,250
                                                                                     
                                     LEISURE PRODUCT 0.1%*                           
                 3,000               Polygram                                                   177,417
                                                                                             ----------
                                                                                              1,059,492

<CAPTION>
              SHARES OR                                                                        VALUE
           PRINCIPAL AMOUNT                                                                   (NOTE 2)
           ---------------------------------------------------------------------------------------------
                <S>                  <C>                                                     <C>    

                                     New Zealand 0.8%*                               
                                     CONGLOMERATE 0.2%*                              
               578,000               Brierley Investments, Ltd.                              $  436,820
                                                                                     
                                     LEISURE SERVICE 0.2%*                           
             1,150,000               CDL Hotels New Zealand, Ltd. +                             553,766
                 5,000               Helicopter Line, Ltd.                                       15,048
                                                                                             ----------
                                                                                                568,814
                                                                                     
                                     PAPER & FOREST PRODUCTS 0.4%*                   
               178,000               Carter Holt Harvey, Ltd.                                   435,710
               363,000               Fletcher Challenge, Ltd. Forestry Division                 478,265
                23,000               Fletcher Challenge, Ltd. Ordinary Division                  64,606
                                                                                             ----------
                                                                                                978,581
                                                                                             ----------
                                                                                              1,984,215
                                                                                     
                                     Norway 0.1%*                                    
                                     AUTO & TRUCK PARTS                              
                36,100               SenosoNor AS                                               258,192
                                                                                     
                                     Singapore 1.1%*                                 
                                     BANK -- MONEY CENTER 0.5%*                      
               108,000               The Development Bank of Singapore, Ltd. (Fgn Reg)        1,229,646
                                                                                     
                                     CONGLOMERATE 0.5%*                              
                84,000               Jardine Matheson Holdings, Ltd. (USD)                      617,400
                74,000               Keppel Corporation, Ltd.                                   604,082
                                                                                             ----------
                                                                                              1,221,482
                                                                                     
                                     REAL ESTATE 0.1%*                               
               196,000               Malayan Credit, Ltd.                                       409,825
                                                                                             ----------
                                                                                              2,860,953
                                                                                     
                                     South Africa 0.4%*                              
                                     PRECIOUS METAL/GEM/STONE                        
                17,000               Anglo American Corporation of South Africa,
                                       Ltd. ADR (USD)                                           911,625

                                     Spain 0.2%*
                                     ELECTRIC UTILITY
                86,000               Iberdrola S.A.                                             649,809

                                     Sweden 0.4%*
                                     HEALTH CARE -- MEDICAL SUPPLY 0.2%*
                64,900               Arjo AB                                                    572,169

                                     TELECOMMUNICATION EQUIPMENT 0.2%*
                20,000               Ericsson (LM) Telephone Company ADR (USD)                  400,000
                                                                                             ----------
                                                                                                972,169
                                                                                         
                                     Thailand 0.7%*
                                     AIRLINE 0.2%*
               250,000               Thai Airways International PCL (Fgn Reg)                   557,244

                                     CONGLOMERATE 0.3%*
                33,000               Loxley PCL (Fgn Reg)                                       708,815

                                     SHOE & APPAREL MANUFACTURING 0.2%*
               250,000               Saha Union PCL (Fgn Reg)                                   402,735
                                                                                             ----------
                                                                                              1,668,794

                                     United Kingdom 0.9%*
                                     CONGLOMERATE 0.4%*
               130,000               Hanson Trust PLC                                           455,741
               140,000               Tomkins PLC                                                501,952
                                                                                             ----------
                                                                                                957,693
</TABLE>





                                       10
<PAGE>   13

STRONG ASSET ALLOCATION FUND (CONTINUED)

<TABLE>
<CAPTION>
              SHARES OR                                                                        VALUE
           PRINCIPAL AMOUNT                                                                   (NOTE 2)
           ---------------------------------------------------------------------------------------------
                <S>                  <C>                                                     <C>    
                                     METALS & MINING 0.4%*
                20,000               Ashanti Goldfields Company, Ltd. GDR (USD)         $   465,000
               200,000               Lonrho PLC                                             471,676
                                                                                        -----------
                                                                                            936,676

                                     OFFICE AUTOMATION 0.1%*
                15,000               Danka Business Systems PLC ADR (USD)                   362,812
                                                                                        -----------
                                                                                          2,257,181
                                                                                        -----------
                                     Total Foreign Stocks                                28,787,371
                                                                                        -----------
                                     TOTAL COMMON STOCKS (COST $81,210,044)              90,853,730

                                     CONVERTIBLE PREFERRED STOCKS 0.3%*
                 7,800               Battle Mountain Gold Company $3.25                     430,950
                25,000               Westinghouse Electric Corporation $1.30
                                       (Acquired 5/02/95; Cost $368,750) (r)                378,125
                                                                                        -----------
                                     TOTAL CONVERTIBLE PREFERRED STOCKS
                                       (COST $820,984)                                      809,075

                                     FOREIGN PREFERRED STOCK 1.5%*
                                     Germany
                 3,000               SAP AG (Cost $2,528,419)                             3,808,110

                                     DOMESTIC BONDS 52.2%*
                                     CORPORATE BONDS 25.0%*
            $5,045,000               Bankers Life Holding Corporation Senior
                                       Subordinated Notes, Series B, 13.00%,
                                       Due 11/01/02                                       5,890,037
             2,840,000               CNA Financial Corporation Debentures,
                                       7.25%, Due 11/15/23                                2,567,672
             3,000,000               Centex Corporation Subordinated Notes,
                                       7.375%, Due 6/01/05                                2,955,495
            13,100,000               Coca-Cola Enterprises, Inc. Notes,
                                       Zero %, Due 6/20/20                                2,225,926
             1,190,000               Dr Pepper/Seven-Up Companies, Inc. Senior
                                       Subordinated Notes, Zero %, Due 11/01/02
                                       (Rate Reset Effective 11/01/97)                    1,059,100
             5,300,000               Federated Department Stores, Inc. Senior
                                       Notes, 10.00%, Due 2/15/01                         5,717,375
             2,500,000               GNS Finance Corporation Senior Subordinated
                                       Notes, Series B, 9.25%, Due 3/15/03                2,662,500
             2,000,000               W.R. Grace & Company Notes, 8.00%, Due 8/15/04       2,122,912
             1,000,000               Kaufman & Broad Home Corporation Senior
                                       Notes, 10.375%, Due 9/01/99                        1,015,000
             5,000,000               Magma Copper Company Senior Subordinated
                                       Notes, 8.70%, Due 5/15/05                          4,962,500
             1,000,000               News America Holdings, Inc. Debentures,
                                       8.45%, Due 8/01/34                                 1,101,611
             2,000,000               News America Holdings, Inc. Senior Debentures,
                                       7.75%, Due 2/01/24                                 1,940,494
             2,000,000               Owens-Illinois, Inc. Senior Debentures,
                                       11.00%, Due 12/01/03                               2,215,000
             2,500,000               SCI Television, Inc. Senior Secured Notes,
                                       11.00%, Due 6/30/05                                2,606,250
             2,770,000               Santa Fe Pacific Gold Corporation Senior
                                       Debentures, 8.375%, Due 7/01/05                    2,759,613
             2,400,000               Station Casinos, Inc. Senior Subordinated Notes,
                                       9.625%, Due 6/01/03                                2,244,000
               600,000               Tele-Communications, Inc. Non-Redeemable
                                       Senior Debentures, 10.125%, Due 4/15/22              680,633
             3,550,000               Time Warner, Inc. Debentures, 9.125%, Due 1/15/13    3,721,795
             2,500,000               Union Planters Corporation Subordinated Notes,
                                       6.25%, Due 11/01/03                                2,346,363
            11,905,000               Viacom, Inc. Senior Notes, 7.75%, Due 6/01/05       12,024,050
                                                                                        -----------
                                     TOTAL CORPORATE BONDS (COST $60,676,364)            62,818,326


<CAPTION>
              SHARES OR                                                                        VALUE
           PRINCIPAL AMOUNT                                                                   (NOTE 2)
           ---------------------------------------------------------------------------------------------
                <S>                  <C>                                                     <C>    
                                     MUNICIPAL BONDS 2.2%*
            $1,500,000               Regents of the University of California Revenue
                                       Refunding -- Multiple Purpose Projects,
                                       4.90%, Due 9/01/08                               $ 1,368,750
             1,295,000               Southern California Public Power Authority
                                       Power Project Revenue, Zero %, Due 7/01/09         1,152,550
             1,000,000               Valdez, Alaska Marine Terminal Revenue --
                                       BP Pipeline, Inc. Project, 5.50%, Due 10/01/28       893,750
             2,225,000               Washington Public Power Supply System
                                       Nuclear Project No. 1 Refunding Revenue,
                                       5.70%, Due 7/01/17                                 2,110,969
                                                                                        -----------
                                     TOTAL MUNICPAL BONDS (COST $5,545,795)               5,526,019

                                     NON-AGENCY MORTGAGE-BACKED SECURITIES 9.1%*
             1,563,135               Chase Mortgage Finance Corporation Mortgage
                                       Pass-Thru Certificates, Series 1990-G,
                                       Class A-Z1, 9.50%, Due 12/25/21                    1,600,259
             3,028,947               First Boston Mortgage Securities Corporation
                                       Mortgage Pass-Thru Certificates, Series 1993-2,
                                       Class A-3, 7.50%, Due 3/25/33                      3,002,444
            20,243,723               First Boston Mortgage Securities Corporation
                                       Mortgage Pass-Thru Certificates, Series
                                       1994-MHC1, Class A-1X, Interest Only,
                                       1.8621%, Due 4/25/11                               1,837,725
               895,323               Green Tree Financial Corporation
                                       Manufactured Housing Senior Subordinated
                                       Pass-Thru Certificates, Series 1993-3,
                                       Class A-1, 4.60%, Due 10/15/18                       888,563
               248,469               MDC Asset Investors Trust V Collateralized
                                       Mortgage Obligation, Class V-2,
                                       9.325%, Due 12/01/17                                 254,772
                                     Merrill Lynch Mortgage Investors, Inc.
                                       Manufactured Housing Contract
                                       Pass-Thru Certificates:
             2,685,845                 Series 1987-C, 10.10%, Due 11/15/07                2,903,774
               964,455                 Series 1992-E, Class B, 5.85%, Due 8/15/12           957,511
                                     Merrill Lynch Mortgage Investors, Inc.
                                       Senior Subordinated Variable Rate
                                       Pass-Thru Certificates:
             3,000,000                 Series 1994-F, Class M, 7.0625%, Due 4/15/19       2,725,500
             1,000,000                 Series 1994-H, Class M, 7.0625%, Due 6/15/19         908,500
                76,358               RTC Variable Rate Mortgage Pass-Thru
                                       Certificates, Series 1992-6, Class A-2,
                                       8.40%, Due 7/25/24                                    75,022
               919,431               Ryland Mortgage Securities Corporation III
                                       Variable Rate Collateralized Mortgage Bonds,
                                       Series 1992-C, Class 3-A, 11.8179%, Due 11/25/30     963,389
             2,200,000               U.S. Home Equity Loan Asset Backed Certificates,
                                       Series 1991-2, Class B, 9.125%, Due 4/15/21        2,310,726
             7,971,239               Westam Mortgage Financial Corporation
                                       Collateralized Mortgage Bonds, Series 10,
                                       Class 10-D, Principal Only, Due 7/26/18            4,491,315
                                                                                        -----------
                                     TOTAL NON-AGENCY MORTGAGE-BACKED
                                       SECURITIES (COST $22,247,345)                     22,919,500

                                     UNITED STATES GOVERNMENT AND AGENCY
                                       ISSUES 15.9%*
                                     FHLMC Guaranteed Multiclass Mortgage
                                       Participation Certificates:
               845,303                 Series 1181, Class 1181-G, 7.50%, Due 8/15/05        858,837
               673,603                 Series 1257, Class 1257-J, 7.00%, Due 4/15/07        657,416
                                     FHLMC Guaranteed Multiclass Variable Rate
                                       Mortgage Participation Certificates:
               500,000                 Series 1492, Class 1492-FB, 6.675%, Due 1/15/20      502,625
             1,559,672                 Series 1544, Class 1544-TA, 5.741%, Due 7/15/08    1,550,220
</TABLE>





                                       11
<PAGE>   14

SCHEDULE OF INVESTMENTS IN SECURITIES (CONTINUED)      June 30, 1995 (Unaudited)
STRONG ASSET ALLOCATION FUND (CONTINUED)

<TABLE>
<CAPTION>
              SHARES OR                                                                        VALUE
           PRINCIPAL AMOUNT                                                                   (NOTE 2)
           ---------------------------------------------------------------------------------------------
                <S>                  <C>                                                  <C>    
                                     FHLMC Guaranteed Pass-Thru Certificates:
            $  230,014                 9.50%, Due 1/01/06                                  $    240,455
               226,698                 10.25%, Due 3/01/15                                      244,667
                50,187                 10.50%, Due 1/01/16                                       54,764
                                     FNMA Guaranteed Real Estate Mortgage
                                       Investment Conduit Pass-Thru Certificates:
             2,428,166                 6.50%, Due 9/01/08                                     2,408,109
               280,428                 11.00%, Due 10/01/00 thru 11/01/00                       297,657
            12,970,000                 13.00%, Due 1/24/15 (w)                               15,073,604
                                     FNMA Guaranteed Real Estate Mortgage
                                       Investment Conduit Pass-Thru Certificates:
             2,747,726                 Series 1991-125, Class Z, 8.50%, Due 9/25/21           2,905,033
               712,354                 Series 1992-137, Class BA, 3.50%, Due 1/25/17            673,025
                                     FNMA Guaranteed Real Estate Mortgage Investment
                                       Conduit Variable Rate Pass-Thru Certificates:
             3,385,617                 Series 1992-187, Class SA, 8.40%, Due 10/25/07         3,087,277
               610,564                 Series G92-61, Class FJ, 6.241%, Due 10/25/22            616,749
               957,700               FNMA Stripped Mortgage-Backed Securities
                                       Trust 25, Class 1, 6.00%, Due 2/25/13                    911,586
             2,620,000               Federal Home Loan Bank Floating Rate Notes,
                                       Series IK97, 5.50%, Due 4/21/97                        2,592,163
                63,985               GNMA Guaranteed Pass-Thru Certificates,
                                       10.25%, Due 10/15/98                                      65,803
            23,694,022               Small Business Administration Guaranteed Loan
                                       Pool #440019, Interest Only Custodial Receipts,
                                       Series 1993-1A, 2.531%, Due 2/15/18                    2,950,617
             4,200,000               United States Treasury Notes, 6.125%, Due 5/15/98        4,228,875
                                                                                            -----------
                                     TOTAL UNITED STATES GOVERNMENT AND
                                       AGENCY ISSUES (COST $39,305,103)                      39,919,482
                                                                                            -----------
                                     TOTAL DOMESTIC BONDS (COST $127,774,607)               131,183,327

                                     FOREIGN BONDS 2.3%*
                                     Canada
            10,000,000               News America Holdings, Inc. Debentures,
                   USD                 8.625%, Due 2/07/14 (Cost $6,015,932)                  5,693,316

                                     OPTION 0.2%*
             9,500,000               Merrill Lynch Swaption (The option to receive
                                       a fixed interest rate of 7.75%; exercisable at a
                                       strike price of 100 beginning 4/09/04 and
                                       expiring 4/09/25. Putable on 11/16/95)
                                       (Cost $439,881)                                          551,000

                                     DOMESTIC CASH EQUIVALENTS 12.7%*
                                     COMMERCIAL PAPER 10.0%*
                                     DISCOUNTED 9.9%*
           $10,000,000               Burlington Northern Railroad Company
                                       Due 7/03/95                                           10,000,000
             4,900,000               Conagra, Inc.
                                       Due 7/07/95                                            4,896,641
             3,000,000               El Paso Natural Gas Company
                                       Due 7/11/95                                            2,995,800
             7,000,000               Ryder System, Inc.
                                       Due 7/12/95                                            6,988,975
                                                                                            -----------
                                                                                             24,881,416

                                     INTEREST BEARING, DUE UPON DEMAND 0.1%*
               106,400               General Mills, Inc., 5.72%                                 106,400
               108,300               Pitney Bowes Credit Corporation, 5.73%                     108,300
                 2,800               Wisconsin Electric Power Company, 5.77%                      2,800
                                                                                            -----------
                                                                                                217,500
                                                                                            -----------
                                     Total Commercial Paper                                  25,098,916


<CAPTION>
              SHARES OR                                                                        VALUE
           PRINCIPAL AMOUNT                                                                   (NOTE 2)
           ---------------------------------------------------------------------------------------------
            <S>                    <C>                                                  <C>    

                                     TAXABLE MUNICIPAL DAILY VARIABLE RATE
                                       PUT BONDS 0.9%*
            $2,250,000               State Industrial Development Authority of Alabama
                                     Industrial Development Revenue -- Tee Jays
                                     Manufacturing Company, Inc. Project, 6.20%            $  2,250,000

                                     TIME DEPOSITS 0.8%*
             2,000,000               Citibank Nassau, 6.8625%, Due 7/25/95                    2,000,000

                                     UNITED STATES GOVERNMENT ISSUES 1.0%*
                                     United States Treasury Bills:
               550,000                 Due 7/06/95                                              549,744
                45,000                 Due 7/20/95                                               44,894
               390,000                 Due 7/27/95                                              388,527
               950,000                 Due 9/21/95                                              938,685
               570,000                 Due 11/16/95                                             558,243
                                                                                            -----------
                                                                                              2,480,093
                                                                                            -----------
                                     Total Domestic Cash Equivalents                         31,829,009

                                     FOREIGN CASH EQUIVALENTS 1.1%*
                                     DISCOUNTED CERTIFICATE OF DEPOSIT
                                     Poland
             2,803,426               Morgan Guaranty (with Polish Zloty indexation
                   USD                 based on the Polish-denominated deposit),
                                       Due 7/21/95                                            2,765,832
                                                                                            -----------
                                     Total Cash Equivalents (Cost $34,596,348)               34,594,841
                                                                                            -----------
                                     TOTAL INVESTMENTS IN SECURITIES
                                       (COST $253,386,215) 106.4%*                          267,493,399
                                                                                            -----------
                                                                                            
                                     OTHER ASSETS AND LIABILITIES, NET (6.4%)*              (15,976,268)
                                     NET ASSETS 100.0%*                                    $251,517,131
                                                                                            ===========
</TABLE>

STRONG AMERICAN UTILITIES FUND

<TABLE>
<CAPTION>
              SHARES OR                                                                        VALUE
           PRINCIPAL AMOUNT                                                                   (NOTE 2)
           ---------------------------------------------------------------------------------------------
              <S>                  <C>                                                     <C>    
                                     COMMON STOCKS 94.7%*
                                     DOMESTIC STOCKS 90.7%*
                                     ELECTRIC UTILITY 34.3%*
                75,000               American Electric Power Company, Inc.                  $ 2,634,375
               115,000               Boston Edison Company                                    3,004,375
               185,000               CMS Energy Corporation                                   4,555,625
                 9,800               DPL, Inc.                                                  216,825
                17,500               Duke Power Company                                         726,250
                 3,000               FPL Group, Inc.                                            115,875
                27,500               General Public Utilities Corporation                       818,125
                 6,000               IPALCO Enterprises, Inc.                                   191,250
                18,800               NIPSCO Industries, Inc.                                    639,200
               100,000               PECO Energy Company                                      2,762,500
                29,000               Public Service Enterprise Group, Inc.                      804,750
               108,000               SCANA Corporation                                        2,416,500
                79,000               The Southern Company                                     1,767,625
                92,000               TECO Energy                                              2,012,500
                12,000               TNP Enterprises, Inc.                                      193,500
                                                                                            -----------
                                                                                             22,859,275

                                     ENERGY RELATED 11.1%*
                14,600               Amoco Corporation                                          972,725
                 4,500               Camco International, Inc.                                  105,187
                 6,000               Dresser Industries, Inc.                                   133,500
                16,000               ENSERCH Corporation                                        274,000
                20,500               Exxon Corporation                                        1,447,812
                12,600               Kerr McGee Corporation                                     675,675
                 4,000               Mobil Corporation                                          384,000
</TABLE>





                                       12
<PAGE>   15

STRONG AMERICAN UTILITIES FUND (CONTINUED)

<TABLE>
<CAPTION>
               SHARES OR                                                                     VALUE
           PRINCIPAL AMOUNT                                                                (NOTE 2)
         ------------------------------------------------------------------------------------------
            <S>                      <C>                                                <C>
                13,500               Pennzoil Company                                   $   636,187
                 7,000               Phillips Petroleum Company                             233,625
                33,500               Questar Corporation                                    963,125
                11,500               Schlumberger, Ltd.                                     714,438
                41,300               Southwestern Energy Corporation                        573,038
                14,500               USX-Marathon Group                                     286,375
                   500               Union Texas Petroleum Holdings, Inc.                    10,563
                                                                                        -----------
                                                                                          7,410,250

                                     GAS UTILITY 8.0%*
               103,000               MCN Corporation                                      2,034,250
                57,000               National Fuel Gas Company                            1,631,625
                48,000               The Williams Companies, Inc.                         1,674,000
                                                                                        -----------
                                                                                          5,339,875

                                     OTHER UTILITY 1.3%*
                27,000               American Water Works Company, Inc.                     857,250

                                     RAILROAD 0.9%*
                11,300               Union Pacific Corporation                              625,737

                                     TELECOMMUNICATION 35.1%*
                59,000               AT&T Corporation                                     3,134,375
                13,000               AirTouch Communications +                              370,500
               136,000               Ameritech Corporation                                5,984,000
                47,000               Bell Atlantic Corporation                            2,632,000
               135,000               GTE Corporation                                      4,606,875
                10,000               MCI Communications Corporation                         220,000
               110,000               SBC Communications, Inc.                             5,238,750
                30,000               US WEST Communications, Inc.                         1,248,750
                                                                                         23,435,250
                                                                                        -----------
                                     Total Domestic Stocks                               60,527,637

                                     FOREIGN STOCKS 4.0%*
                                     Canada 2.3%*
                                     ENERGY RELATED
                40,000               Imperial Oil, Ltd. (USD)                             1,485,000

                                     United Kingdom 1.7%*
                                     ENERGY RELATED
                 6,900               British Petroleum PLC ADR (USD)                        590,813
                 7,720               Shell Transport & Trading ADR (USD)                    558,735
                                                                                          1,149,548
                                                                                        -----------
                                     Total Foreign Stocks                                 2,634,548
                                                                                        -----------
                                     TOTAL COMMON STOCKS (COST $59,527,305)              63,162,185

                                     CASH EQUIVALENTS 5.8%*
                                     COMMERCIAL PAPER 5.8%*
                                     DISCOUNTED 4.9%*
            $2,000,000               Barnett Banks, Inc.
                                       Due 7/06/95                                        1,998,988
             1,300,000               Burlington Northern Railroad Company
                                       Due 7/03/95                                        1,300,000
                                                                                        -----------
                                                                                          3,298,988

                                     INTEREST BEARING, DUE UPON DEMAND 0.9%*
               140,900               Eli Lilly & Company, 5.55%                             140,900
               297,800               General Mills, Inc., 5.72%                             297,800
                21,300               Pitney Bowes Credit Corporation, 5.73%                  21,300
                24,600               Southwestern Bell Telephone Company, 5.71%              24,600
                82,400               Wisconsin Electric Power Company, 5.77%                 82,400
                                                                                        -----------
                                                                                            567,000
                                                                                        -----------
                                     Total Cash Equivalents (Cost $3,865,988)             3,865,988
                                                                                        -----------
                                     TOTAL INVESTMENTS IN SECURITIES
                                       (COST $63,393,293) 100.5%*                        67,028,173
                                     Other Assets & Liabilities, Net (0.5%)*               (307,637)
                                                                                        -----------
                                     NET ASSETS 100.0%*                                 $66,720,536
                                                                                        ===========
</TABLE>


STRONG TOTAL RETURN FUND

<TABLE>
<CAPTION>
               SHARES OR                                                                     VALUE
           PRINCIPAL AMOUNT                                                                (NOTE 2)
         ------------------------------------------------------------------------------------------
               <S>                   <C>                                                <C>
                                     COMMON STOCKS 83.4%*
                                     DOMESTIC STOCKS 80.7%*
                                     AEROSPACE & DEFENSE 2.4%*
               135,000               Boeing Company                                     $ 8,454,375
                87,000               McDonnell Douglas Corporation                        6,677,250
                                                                                        -----------
                                                                                         15,131,625

                                     AIRLINE 1.8%*
                50,000               AMR Corporation +                                    3,731,250
               110,000               Delta Air Lines, Inc.                                8,112,500
                                                                                        -----------
                                                                                         11,843,750

                                     AUTO & TRUCK PARTS 1.8%*
               170,000               Exide Corporation                                    7,310,000
               100,000               The Goodyear Tire & Rubber Company                   4,125,000
                                                                                        -----------
                                                                                         11,435,000

                                     AUTOMOBILE 0.8%*
                22,400               Chrysler Corporation                                 1,072,400
                50,000               Ford Motor Company                                   1,487,500
                50,000               General Motors Corporation                           2,343,750
                                                                                        -----------
                                                                                          4,903,650

                                     BANK -- MONEY CENTER 0.5%*
                60,000               Citicorp                                             3,472,500

                                     BANK -- REGIONAL 0.8%*
               125,000               First Bank System, Inc.                              5,125,000

                                     BANK -- SUPER REGIONAL 1.2%*
               100,000               Mellon Bank Corporation                              4,162,500
                20,000               Wells Fargo & Company                                3,605,000
                                                                                        -----------
                                                                                          7,767,500

                                     BEVERAGE -- SOFT DRINK 2.3%*
               100,000               The Coca-Cola Company                                6,375,000
               190,000               PepsiCo, Inc.                                        8,668,750
                                                                                        -----------
                                                                                         15,043,750

                                     BROKERAGE & INVESTMENT MANAGEMENT 1.0%*
                70,000               Duke Realty Investments, Inc.                        1,977,500
               175,000               Omega Healthcare Investors, Inc.                     4,440,625
                                                                                        -----------
                                                                                          6,418,125

                                     CHEMICAL 1.0%*
               200,000               Witco Corporation                                    6,450,000

                                     CHEMICAL -- SPECIALTY 2.0%*
                50,000               Air Products & Chemicals, Inc.                       2,787,500
                89,100               Great Lakes Chemical Corporation                     5,368,275
                90,000               Hercules, Inc.                                       4,387,500
                                                                                        -----------
                                                                                         12,543,275

                                     COMMERCIAL SERVICE 0.5%*
                80,000               The Interpublic Group of Companies, Inc.             3,000,000

                                     COMPUTER -- MAINFRAME 0.7%*
                50,000               International Business Machines Corporation          4,800,000

                                     COMPUTER -- PERSONAL & WORKSTATION 2.3%*
                75,000               Compaq Computer Corporation +                        3,403,125
                50,000               Digital Equipment Corporation +                      2,037,500
               125,000               Hewlett-Packard Company                              9,312,500
                                                                                        -----------
                                                                                         14,753,125
</TABLE>





                                       13
<PAGE>   16

SCHEDULE OF INVESTMENTS IN SECURITIES (CONTINUED)      June 30, 1995 (Unaudited)
STRONG TOTAL RETURN FUND (CONTINUED)

<TABLE>
<CAPTION>
               SHARES OR                                                                     VALUE
           PRINCIPAL AMOUNT                                                                (NOTE 2)
         ------------------------------------------------------------------------------------------
               <S>                   <C>                                                <C>
                                     COMPUTER SERVICE 0.7%*
               204,200               National Data Corporation                          $ 4,722,125

                                     COMPUTER SOFTWARE 3.1%*
               120,000               Cisco Systems, Inc. +                                6,067,500
               150,000               Informix Corporation +                               3,806,250
                60,000               Microsoft Corporation +                              5,422,500
                65,000               3Com Corporation +                                   4,355,000
                                                                                        -----------
                                                                                         19,651,250

                                     COMPUTER SYSTEMS 0.8%*
               125,000               Oracle Systems Corporation +                         4,828,125

                                     COSMETIC & PERSONAL CARE 0.8%*
               110,000               The Gillette Company                                 4,908,750

                                     DIVERSIFIED OPERATIONS 2.0%*
               115,000               Alco Standard Corporation                            9,185,625
                55,000               E.I. du Pont de Nemours & Company                    3,781,250
                                                                                        -----------
                                                                                         12,966,875

                                     ELECTRIC POWER 0.5%*
               100,000               Texas Utilities Electric Company                     3,437,500

                                     ELECTRICAL EQUIPMENT 0.8%*
                50,000               AMP, Inc.                                            2,112,500
                50,000               General Electric Company                             2,818,750
                                                                                        -----------
                                                                                          4,931,250

                                     ELECTRONICS -- SEMICONDUCTOR/COMPONENT 4.8%*
                50,000               Applied Materials, Inc. +                            4,331,250
               160,000               Intel Corporation                                   10,130,000
                60,000               Micron Technology, Inc.                              3,292,500
               100,000               Motorola, Inc.                                       6,712,500
                50,000               Texas Instruments, Inc.                              6,693,750
                                                                                        -----------
                                                                                         31,160,000

                                     FINANCE -- MISCELLANEOUS 1.5%*
               225,000               MBNA Corporation                                     7,593,750
               100,000               Medaphis Corporation +                               2,175,000
                                                                                        -----------
                                                                                          9,768,750

                                     FOOD 0.6%*
                90,000               H.J. Heinz Company                                   3,993,750

                                     HEALTHCARE -- DRUG/DIVERSIFIED 5.0%*
               135,000               Abbott Laboratories                                  5,467,500
               225,000               Biovail Corporation International +                  4,190,625
               105,000               Johnson & Johnson                                    7,100,625
               145,000               Merck & Company, Inc.                                7,105,000
                90,000               Pfizer, Inc.                                         8,313,750
                                                                                        -----------
                                                                                         32,177,500

                                     HEALTHCARE -- INSTRUMENTATION 1.3%*
               105,000               Medtronic, Inc.                                      8,098,125

                                     HEALTHCARE -- PATIENT CARE 1.3%*
               175,000               Humana, Inc. +                                       3,084,375
                50,000               United Healthcare Corporation                        2,068,750
               100,000               Vencor, Inc. +                                       3,150,000
                                                                                        -----------
                                                                                          8,303,125

                                     HOUSEHOLD APPLIANCE & FURNISHINGS 1.1%*
               435,000               SHAW Industries, Inc.                              $ 7,395,000

                                     HOUSING RELATED 1.9%*
               100,000               Armstrong World Industries, Inc.                     5,012,500
               140,000               Danaher Corporation                                  4,235,000
               100,000               Masco Corporation                                    2,700,000
                                                                                        -----------
                                                                                         11,947,500

                                     INSURANCE -- DIVERSIFIED 2.1%*
               100,000               Aetna Life & Casualty Company                        6,287,500
                40,000               CIGNA Corporation                                    3,105,000
               100,000               Travelers Corporation                                4,375,000
                                                                                        -----------
                                                                                         13,767,500

                                     INSURANCE -- MULTI-LINE 1.3%*
               175,000               MGIC Investment Corporation                          8,203,125

                                     INSURANCE -- PROPERTY & CASUALTY 1.0%*
                75,000               The PMI Group, Inc.                                  3,253,125
               100,000               Vesta Insurance Group, Inc.                          3,437,500
                                                                                        -----------
                                                                                          6,690,625

                                     LEISURE PRODUCT 0.7%*
                75,000               Eastman Kodak Company                                4,546,875

                                     LEISURE SERVICE 0.8%*
               135,000               Marriott International, Inc.                         4,843,125

                                     MEDIA -- RADIO/TV 0.3%*
                40,000               Viacom International, Inc. +                         1,855,000

                                     MORTGAGE & RELATED SERVICE 3.1%*
                87,000               Federal Home Loan Mortgage Corporation               5,981,250
                50,000               Federal National Mortgage Association                4,718,750
               125,000               Green Tree Financial Corporation                     5,546,875
               127,000               Pulte Corporation                                    3,556,000
                                                                                        -----------
                                                                                         19,802,875

                                     NATURAL GAS DISTRIBUTION 1.1%*
               200,000               The Williams Companies, Inc.                         6,975,000

                                     OFFICE AUTOMATION 1.0%*
               112,500               Corporate Express, Inc. +                            2,404,687
                35,000               Xerox Corporation                                    4,103,750
                                                                                        -----------
                                                                                          6,508,437

                                     OIL -- INTERNATIONAL INTEGRATED 3.0%*
                60,000               Chevron Corporation                                  2,797,500
                75,000               Exxon Corporation                                    5,296,875
                80,000               Mobil Corporation                                    7,680,000
                50,000               Texaco, Inc.                                         3,281,250
                                                                                        -----------
                                                                                         19,055,625

                                     OIL -- NORTH AMERICAN INTEGRATED 1.0%*
                60,000               Amoco Corporation                                    3,997,500
                25,000               Atlantic Richfield Company                           2,743,750
                                                                                        -----------
                                                                                          6,741,250

                                     OIL WELL EQUIPMENT & SERVICE 0.4%*
               120,000               Baker Hughes, Inc.                                   2,460,000
</TABLE>





                                       14
<PAGE>   17

STRONG TOTAL RETURN FUND (CONTINUED)

<TABLE>
<CAPTION>
               SHARES OR                                                                     VALUE
           PRINCIPAL AMOUNT                                                                (NOTE 2)
         ------------------------------------------------------------------------------------------
            <S>                      <C>
                                     PAPER & FOREST PRODUCTS 3.5%*
               125,000               James River Corporation of Virginia               $  3,453,125
                50,000               Kimberly-Clark Corporation                           2,993,750
                47,000               The Mead Corporation                                 2,790,625
               200,000               Scott Paper Company                                  9,900,000
                75,000               Weyerhaeuser Company                                 3,534,375
                                                                                       ------------
                                                                                         22,671,875

                                     PERSONAL & COMMERCIAL LENDING 0.9%*
                73,000               First USA, Inc.                                      3,239,375
                50,000               Household International, Inc.                        2,475,000
                                                                                       ------------
                                                                                          5,714,375

                                     POLLUTION CONTROL 0.6%*
               100,000               Browning-Ferris Industries, Inc.                     3,612,500

                                     RAILROAD 0.9%*
               120,000               Wisconsin Central Transportation Corporation +       5,880,000

                                     RETAIL -- DEPARTMENT STORE 1.3%*
               250,000               Federated Department Stores, Inc. +                  6,437,500
                40,100               Kohl's Corporation +                                 1,829,563
                                                                                       ------------
                                                                                          8,267,063

                                     RETAIL -- FOOD CHAIN 0.7%*
               125,000               Safeway, Inc. +                                      4,671,875

                                     RETAIL -- MAJOR CHAIN 1.2%*
                75,000               Sears, Roebuck & Company                             4,490,625
               130,000               Wal-Mart Stores, Inc.                                3,477,500
                                                                                       ------------
                                                                                          7,968,125

                                     RETAIL -- RESTAURANT 0.7%*
               110,000               McDonald's Corporation                               4,303,750

                                     RETAIL -- SPECIALTY 1.5%*
                90,000               CUC International, Inc. +                            3,780,000
                 1,181               Jan Bell Marketing, Inc. Warrants, 
                                       Expire 12/16/98 +                                          0
               210,000               Staples, Inc. +                                      6,063,750
                                                                                       ------------
                                                                                          9,843,750

                                     SAVINGS & LOAN 0.5%*
               160,000               Great Western Financial Corporation                  3,300,000

                                     SOAP & CLEANING PREPARATION 1.5%*
                75,000               Colgate Palmolive Company                            5,484,375
                60,000               The Procter & Gamble Company                         4,312,500
                                                                                       ------------
                                                                                          9,796,875

                                     TELECOMMUNICATION EQUIPMENT 2.6%*
               150,000               ADC Telecommunications, Inc. +                       5,362,500
                40,000               StrataCom, Inc. +                                    1,950,000
               200,000               Tellabs, Inc. +                                      9,625,000
                                                                                       ------------
                                                                                         16,937,500

                                     TELEPHONE 2.3%*
               150,000               Ameritech Corporation                                6,600,000
               325,000               Cincinnati Bell, Inc.                                8,206,250
                                                                                       ------------
                                                                                         14,806,250

                                     TOBACCO 1.4%*
               100,000               Philip Morris Companies, Inc.                        7,437,500
                50,000               UST, Inc.                                            1,487,500
                                                                                       ------------
                                                                                          8,925,000
                                                                                       ------------
                                     Total Domestic Stocks                              519,125,300


                                     FOREIGN STOCKS 2.7%*
                                     Finland 1.3%*
                                     TELECOMMUNICATION EQUIPMENT
               140,000               Nokia Corporation ADR (USD)                       $  8,347,500

                                     Germany 0.8%*
                                     COMPUTER SOFTWARE
               115,000               SAP AG ADS (USD) (Acquired 5/23/95;
                                       Cost $4,199,800) (r) +                             4,830,000

                                     Israel 0.6%*
                                     HEALTHCARE -- DRUG/DIVERSIFIED
               110,000               Teva Pharmaceutical Industries, Ltd. ADR (USD)       4,125,000
                                                                                       ------------
                                     Total Foreign Stocks                                17,302,500
                                                                                       ------------
                                     TOTAL COMMON STOCKS (COST $460,939,913)            536,427,800

                                     CONVERTIBLE PREFERRED STOCKS 3.0%*
                25,000               Alco Standard Corporation                            2,237,500
               145,000               The Allstate Corporation 6.7647%                     5,908,750
                80,000               AmeriData Delaware, L.L.C.
                                       (Acquired 5/26/95; Cost $2,000,000)(r)             2,360,400
                50,000               Ceridian Corporation 5.50%                           4,175,000
                30,000               Citicorp Series 13 $5.375                            4,781,250
                                                                                       ------------
                                     TOTAL CONVERTIBLE PREFERRED STOCKS
                                       (COST $16,151,737)                                19,462,900

                                     DOMESTIC BONDS 8.1%*
                                     CORPORATE BONDS 3.0%*
            $3,000,000               American Home Products Corporation Notes,
                                       7.90%, Due 2/15/05                                 3,207,513
             3,750,000               Auburn Hills Guaranteed Exchangeable Adjustable
                                       Rate Certificates, 12.375%, Due 5/01/20            5,567,460
             3,000,000               Browning-Ferris Industries, Inc. Notes,
                                       7.875%, Due 3/15/05                                3,225,033
                                     News America Holdings, Inc. Senior Notes:
             2,000,000                 7.50%, Due 3/01/00                                 2,042,660
             5,000,000                 12.00%, Due 12/15/01                               5,680,875
                                                                                       ------------
                                     TOTAL CORPORATE BONDS (COST $19,115,520)            19,723,541

                                     CONVERTIBLE BONDS 4.2%*
             1,500,000               ADT Operations, Inc. Convertible Liquid Yield
                                       Option Notes, Zero %, Due 7/06/10                    587,760
             3,500,000               Altera Corporation Convertible Subordinated
                                       Notes, 5.75%, Due 12/15/02 (Acquired 6/16/95;
                                       Cost $3,500,000) (r)                               3,696,875
             6,000,000               First Financial Management Corporation Senior
                                       Convertible Debentures, 5.00%, Due 12/15/99        8,010,000
             2,750,000               Integrated Device Technology, Inc. Convertible
                                       Subordinated Notes, 5.50%, Due 6/01/02             2,921,875
             1,500,000               LSI Logic Corporation Convertible Subordinated
                                       Notes, 5.50%, Due 3/15/01 (Acquired 12/15/94,
                                       2/15/95; Cost $2,977,110) (r)                      4,995,000
             2,694,000               Medaphis Corporation Convertible Subordinated
                                       Debentures, 6.50%, Due 1/01/00 (Acquired
                                       1/14/94 -- 6/16/95; Cost $4,305,595) (r)           4,206,007
             2,000,000               3Com Corporation Convertible Subordinated
                                       Notes, 10.25%, 11/01/01 (Acquired 3/14/95,
                                       3/24/95; Cost $2,335,000) (r)                      2,555,000
                                                                                       ------------
                                     TOTAL CONVERTIBLE BONDS
                                       (COST $22,099,343)                                26,972,517
</TABLE>





                                       15
<PAGE>   18

SCHEDULE OF INVESTMENTS IN SECURITIES                  June 30, 1995 (Unaudited)
STRONG TOTAL RETURN FUND (CONTINUED)

<TABLE>
<CAPTION>
               SHARES OR                                                                     VALUE
           PRINCIPAL AMOUNT                                                                (NOTE 2)
         ------------------------------------------------------------------------------------------
           <S>                       <C>                                               <C>
                                     UNITED STATES GOVERNMENT ISSUES 0.9%*
           $ 5,000,000               United States Treasury Bonds, 7.50%,
                                       Due 11/15/24 (Cost $5,046,775)                  $  5,539,065
                                                                                       ------------
                                     TOTAL DOMESTIC BONDS (COST $46,261,638)             52,235,123

                                     FOREIGN BONDS 1.4%*
                                     United Kingdom
             8,500,000               Danka Business Systems PLC Convertible
                                       Subordinated Notes, 6.75%, Due 4/01/02
                                       (Acquired 3/06/95 -- 6/13/95; Cost $8,708,170)
                                       (r) (Amortized Cost $8,706,540)                    8,925,000

                                     CASH EQUIVALENTS 4.0%*
                                     COMMERCIAL PAPER 3.9%*
                                     DISCOUNTED 3.9%*
            16,800,000               Burlington Northern Railroad Company
                                       Due 7/03/95                                       16,800,000
             2,000,000               ENSERCH Corporation
                                       Due 7/06/95                                        1,998,972
             2,000,000               Louisiana Land & Exploration Company
                                       Due 7/07/95                                        1,998,629
             4,000,000               Olin Corporation
                                       Due 7/07/95                                        3,997,311
                                                                                       ------------
                                                                                         24,794,912

                                     INTEREST BEARING, DUE UPON DEMAND 0.0%*
              $128,400               General Mills, Inc., 5.72%                        $    128,400
                70,600               Southwestern Bell Telephone Company, 5.71%              70,600
                                                                                       ------------
                                                                                            199,000
                                                                                       ------------
                                     Total Commercial Paper                              24,993,912

                                     UNITED STATES GOVERNMENT ISSUES 0.1%*
                                     United States Treasury Bills:
               335,000                 Due 7/06/95                                          334,842
               215,000                 Due 7/27/95                                          214,219
                                                                                       ------------
                                                                                            549,061
                                                                                       ------------
                                     Total Cash Equivalents (Cost $25,542,973)           25,542,973
                                                                                       ------------
                                     TOTAL INVESTMENTS IN SECURITIES
                                       (COST $557,602,801) 99.9%*                       642,593,796
                                     Other Assets and Liabilities, Net 0.1%*                605,538
                                                                                       ------------
                                     NET ASSETS 100.0%*                                $643,199,334
                                                                                       ============
</TABLE>

    *  Percentages are calculated as a percentage of net assets.
(CHF)  Swiss Franc-denominated.
(USD)  U.S. Dollar-denominated.
  (r)  Restricted security.
  (w)  When-issued security.
    +  Non-income producing.





                                       16

<PAGE>   19


STATEMENTS OF OPERATIONS
For the Six Months Ended June 30, 1995 (Unaudited)                
<TABLE>
<CAPTION>
                                                                                 (IN THOUSANDS)
                                                               STRONG            STRONG AMERICAN        STRONG
                                                        ASSET ALLOCATION FUND    UTILITIES FUND    TOTAL RETURN FUND
                                                        ---------------------    ---------------   -----------------
<S>                                                       <C>                  <C>                      <C>
INCOME:                                                 
  Dividends                                                  $   574                 $1,195             $ 4,637
  Interest                                                     6,268                    125               3,103
                                                             -------                 ------             -------
  Total Income                                                 6,842                  1,320               7,740

EXPENSES:
  Investment Advisory Fees                                       994                    201               2,432
  Custodian Fees                                                  60                     12                  55
  Shareholder Servicing Costs                                    287                     90                 763
  Professional Fees                                               38                     12                  26
  Reports to Shareholders                                        121                     23                 322
  Federal and State Registration Fees                             29                     --                  26
  Other                                                           10                      1                  21
                                                             -------                 ------             -------
  Total Expenses                                               1,539                    339               3,645
                                                             -------                 ------             -------
NET INVESTMENT INCOME                                          5,303                    981               4,095

REALIZED AND UNREALIZED GAIN (LOSS):
  Net Realized Gain (Loss) on:
   Investments                                                 3,587                   (208)             36,280
   Futures Contracts, Options and Forward Foreign
     Currency Contracts                                          244                     --                (752)
   Foreign Currencies                                           (221)                    --                  --
  Change in Unrealized Appreciation/Depreciation on:
   Investments                                                14,893                  5,662              39,694
   Futures Contracts, Options and Forward Foreign
     Currency Contracts                                          694                     --                 (43)
   Assets and Liabilities Denominated in Foreign 
     Currencies                                                   (5)                    --                  --
                                                              ------                  ------            -------
                                                                 
NET GAIN                                                      19,192                  5,454              75,179
                                                              ------                 ------             -------

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS         $24,495                 $6,435             $79,274
                                                             =======                 ======             =======
</TABLE>





                                       17
<PAGE>   20

STATEMENTS OF ASSETS AND LIABILITIES
June 30, 1995 (Unaudited) (In Thousands, Except Per Share Amounts)

<TABLE>
<CAPTION>
                                                               STRONG           STRONG AMERICAN          STRONG
                                                        ASSET ALLOCATION FUND    UTILITIES FUND     TOTAL RETURN FUND
                                                        ---------------------   ---------------     -----------------
ASSETS:
<S>                                                         <C>                 <C>                    <C>
  Investments in Securities, at Value (Cost of $253,386,
    $63,393 and $557,603, respectively)                       $267,493            $    67,028            $642,594
  Receivable from Brokers for Securities and
    Forward Foreign Currency Contracts Sold                        190                    167                  --
  Dividends and Interest Receivable                              2,366                    253               2,210
  Other Assets                                                      95                     56                  55
                                                              --------            -----------            --------
  Total Assets                                                 270,144                 67,504             644,859

LIABILITIES:
  Payable to Brokers for Securities and
    Forward Foreign Currency Contracts Purchased                18,291                    688                 971
  Accrued Operating Expenses and Other Liabilities                 336                     95                 689
                                                              --------            -----------            --------
  Total Liabilities                                             18,627                    783               1,660
                                                              --------            -----------            --------
NET ASSETS                                                    $251,517            $    66,721            $643,199
                                                              ========            ===========            ========

Capital Shares
  Authorized                                                   300,000             10,000,000             300,000
  Outstanding                                                   12,969                  6,310              24,089

NET ASSET VALUE PER SHARE                                     $  19.39            $     10.57            $  26.70
                                                              ========            ===========            ========
</TABLE>





                                       18
<PAGE>   21

STATEMENTS OF CHANGES IN NET ASSETS
For the Six Months Ended June 30, 1995 (Unaudited) and the Year Ended 
December 31, 1994

<TABLE>
<CAPTION>
                                                                                       (In Thousands)
                                                                          STRONG                       STRONG AMERICAN
                                                                    ASSET ALLOCATION FUND               UTILITIES FUND
                                                                ------------------------------    -----------------------------
                                                                JUNE 30, 1995    DEC. 31, 1994    JUNE 30, 1995   DEC. 31, 1994
                                                                -------------    -------------    -------------   -------------
<S>                                                           <C>             <C>               <C>             <C>
OPERATIONS:
  Net Investment Income                                        $  5,303            $  9,681        $   981          $ 1,664
  Net Realized Gain (Loss)                                        3,610              (1,157)          (208)          (2,007)
  Change in Unrealized Appreciation/Depreciation                 15,582             (12,535)         5,662             (664)
                                                               --------            --------        -------          -------
  Increase (Decrease) in Net Assets Resulting from Operations    24,495              (4,011)         6,435           (1,007)

CAPITAL SHARE TRANSACTIONS                                      (16,662)             10,200         23,329            8,157

DISTRIBUTIONS:
  From Net Investment Income                                     (4,963)             (9,681)          (987)          (1,663)
  In Excess of Net Investment Income                                 --                 (33)            --               --
  In Excess of Net Realized Gains                                    --              (2,267)            --               --
                                                               --------            --------        -------          -------
TOTAL INCREASE (DECREASE) IN NET ASSETS                           2,870              (5,792)        28,777            5,487

NET ASSETS:
  Beginning of Period                                           248,647             254,439         37,944           32,457
                                                               --------            --------        -------          -------
  End of Period                                                $251,517            $248,647        $66,721          $37,944
                                                               ========            ========        =======          =======
</TABLE>


<TABLE>
<CAPTION>
                                                                      STRONG
                                                                 TOTAL RETURN FUND
                                                         -----------------------------------
                                                           JUNE 30, 1995     DEC. 31, 1994
                                                           -------------     -------------
<S>                                                        <C>                 <C>
OPERATIONS:
  Net Investment Income                                        $  4,095            $  6,622
  Net Realized Gain                                              35,528               3,915
  Change in Unrealized Appreciation/Depreciation                 39,651             (20,243)
                                                               --------            --------        
  Increase (Decrease) in Net Assets Resulting from Operations    79,274              (9,706)

CAPITAL SHARE TRANSACTIONS                                      (38,286)             (4,929)

DISTRIBUTIONS:
  From Net Investment Income                                     (4,051)             (6,696)
  In Excess of Net Investment Income                               (552)             (2,204)
                                                               --------            --------        
TOTAL INCREASE (DECREASE) IN NET ASSETS                          36,385             (23,535)

NET ASSETS:
  Beginning of Period                                           606,814             630,349
                                                               --------            --------        
  End of Period                                                $643,199            $606,814
                                                               ========            ========        
</TABLE>





                                       19
<PAGE>   22

NOTES TO FINANCIAL STATEMENTS

June 30, 1995 (Unaudited)

1.   ORGANIZATION
     The Strong Growth and Income Funds consist of Strong Asset Allocation
     Fund, Inc. (formerly Strong Investment Fund, Inc.), Strong American
     Utilities Fund, Inc. and Strong Total Return Fund, Inc. The Funds are
     separately incorporated, diversified and non-diversified, open-end
     management investment companies registered with the Securities and
     Exchange Commission under the Investment Company Act of 1940.

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

     (A)  Security Valuation -- Investments in securities for which market
          quotations are readily available are valued at fair value as
          determined by a pricing service on the basis of the average of the
          most recent bid and asked prices in the principal market (closing
          sales prices if the principal market is an exchange) in which such
          securities are normally traded. Securities for which quotations are
          not readily available are valued at fair value as determined in good
          faith under consistently applied procedures established by and under
          the general supervision of the Directors of the Funds. Debt
          securities which are purchased within 60 days of their stated
          maturity are valued at amortized cost, which approximates current
          value.

          Strong Asset Allocation Fund and Strong Total Return Fund own certain
          investment securities which are restricted as to resale. These
          securities are valued by the Funds after giving due consideration to
          pertinent factors, including recent private sales, market conditions
          and the issuer's financial performance. The Funds bear the costs, if
          any, associated with the disposition of restricted securities. Where
          such disposition depends on a security's registration under the
          Securities Act of 1933, the Funds will bear such registration costs
          unless the Funds have registration rights, in which case the issuer
          will bear such costs. Aggregate cost and fair value of these
          restricted securities held at June 30, 1995 were as follows:

<TABLE>
<CAPTION>
                              STRONG ASSET ALLOCATION FUND          STRONG TOTAL RETURN FUND
                              ----------------------------          ------------------------
      <S>                              <C>                                <C>
      Aggregate Cost                    $668,214                           $28,025,675
      Aggregate Fair Value               722,525                            31,568,282
      Percent of Net Assets                 0.3%                                  4.9%
</TABLE>

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

          The character of distributions made during the year from net
          investment income or net realized gains may differ from the
          characterization for federal income tax purposes due to differences
          in the recognition of income and expense items for financial
          statement and tax purposes.

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

     (D)  Futures -- The Funds may enter into futures contracts for any lawful
          purpose, including hedging, risk management, or enhancing returns,
          but not for speculation. Upon entering into a futures contract, the
          Funds deposit cash, U.S. government securities or other liquid,
          high-grade debt obligations in a segregated account with their
          custodians, in the name of the futures broker through whom the
          transaction was effected, equal to the minimum "initial margin"
          requirements of the applicable futures exchange. Additionally, the
          Funds receive from or pay to the broker an amount of cash equal to
          the daily fluctuation in the value of the contract. Such receipts or
          payments are known as "variation margin," and are recorded by the
          Funds as unrealized gains or losses. When the contract is closed, the
          Funds record a realized gain or loss equal to the difference between
          the value of the contract at the time it was opened and the value at
          the time it was closed.

          The use of futures contracts may involve, to varying degrees,
          elements of market risk in excess of the amount recognized in the
          statement of assets and liabilities. The successful use of futures
          contracts by the Funds is dependent upon the ability of Strong
          Capital Management, Inc. (the "Advisor") to correctly anticipate
          trends in the underlying assets of the futures contracts. To the
          extent that the Funds are engaging in futures contracts other than
          for hedging purposes, the Funds' successful use of such transactions
          is more dependent upon the Advisor's ability to correctly anticipate
          such trends, since losses in these transactions may not be offset in
          gains in the Funds' portfolios or in lower purchase prices for assets
          they intend to acquire. The Advisor's prediction of trends in
          underlying assets may prove to be inaccurate, which could result in
          substantial losses to the Funds. Hedging transactions are also
          subject to risks. If the Advisor incorrectly anticipates trends in
          the underlying asset, the Funds may be in a worse position than if no
          hedging had occurred. In addition, there may be imperfect correlation
          between the Funds' use of futures contracts and the assets being
          hedged.





                                       20
<PAGE>   23

<TABLE>
<CAPTION>                                                                                             
                                                                                                      
                                                                                                      
                                       COLLATERAL                                                     
FUND                                   (PAR VALUE)                         CONTRACTS                  
----                          -----------------------------  -----------------------------------------
<S>                           <C>                            <C>                           
Strong Asset Allocation Fund  United States Treasury Bills:  115 Five-Year U.S. Treasury Notes (Short)
                                 $550,000 Due 7/06/95         32 Ten-Year U.S. Treasury Notes (Short) 
                                   45,000 Due 7/20/95         18 U.S. Treasury Bonds (Long)           
                                  390,000 Due 7/27/95        120 S&P 500 (Long)                       
                                  950,000 Due 9/21/95         94 Australian 10-Year (Short)           
                                                                     
<CAPTION>
                                  UNREALIZED      
                                 APPRECIATION     
 CONTRACT VALUE                 (DEPRECIATION)            
 (IN THOUSANDS)  EXPIRATION     (IN THOUSANDS)                       
 --------------  ----------     --------------
<S>              <C>            <C>               
  ($12,345)      Sept. 1995        $ 19)                                 
    (3,523)      Sept. 1995          (5)                                   
     2,044       Sept. 1995          (3)                                   
    32,829       Sept. 1995         464                                    
    (7,852)      Sept. 1995         128                                    
</TABLE>
                                                  

     (E)  Options -- The Funds may engage in options transactions for any
          lawful purpose, including hedging, risk management, or enhancing
          returns, but not for speculation. The Funds may purchase or write put
          and call options on securities, futures contracts, indices, and
          foreign currency, and enter into closing transactions with respect to
          such options to terminate an existing position.

          Premiums received by the Funds upon writing put or call options are
          recorded in the Funds' statements of assets and liabilities as an
          asset with a corresponding liability which is subsequently adjusted
          to the current market value of the option. When an option that is
          written by the Funds expires, is exercised, or is closed, the Funds
          realize a gain or loss, and the liability is eliminated. The Funds
          continue to bear the risk of adverse movements in the price of the
          underlying asset during the period of the option, although any
          potential loss during the period would be reduced by the amount of
          the option premium received. The use of written option contracts may
          involve elements of market risk in excess of the amount recognized in
          the statements of assets and liabilities. The contract value
          represents the Funds' involvement in these financial instruments.
          When required by SEC guidelines, the Funds will set aside permissible
          liquid assets in a segregated account to secure their potential
          obligations under their written options positions.

          The successful use of option contracts by the Funds is dependent upon
          the ability of the Advisor to correctly anticipate trends in the
          underlying assets of the option contracts. To the extent that the
          Funds are engaging in option contracts other than for hedging
          purposes, the Funds' successful use of such transactions is more
          dependent upon the Advisor's ability to correctly anticipate such
          trends, since losses in these transactions may not be offset in gains
          in the Funds' portfolio or in lower purchase prices for assets they
          intend to acquire. The Advisor's prediction of trends in the
          underlying assets may prove to be inaccurate, which could result in
          substantial losses to the Funds. Hedging transactions are also
          subject to risks. If the Advisor incorrectly anticipates trends in
          the underlying asset, the Funds may be in a worse position than if no
          hedging had occurred. In addition, there may be imperfect correlation
          between the Funds' use of option contracts and the assets being
          hedged.

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

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

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

3.   NET ASSETS
     Net assets as of June 30, 1995 were as follows (in thousands):

<TABLE>
<CAPTION>
                                                         STRONG ASSET        STRONG AMERICAN        STRONG TOTAL
                                                        ALLOCATION FUND       UTILITIES FUND        RETURN FUND
                                                        ---------------      ---------------        ------------
     <S>                                                <C>                   <C>                   <C>                
     Capital Stock                                          $235,648             $65,427             $568,925
     Undistributed Net Investment Income (Loss)                  317                  (7)                  45
     Undistributed Net Realized Gain (Loss)                      867              (2,334)             (10,719)
     Net Unrealized Appreciation                              14,685               3,635               84,948
                                                            --------             -------             --------
     Net Assets                                             $251,517             $66,721             $643,199
                                                            ========             =======             ========
</TABLE>





                                       21
<PAGE>   24

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

June 30, 1995 (Unaudited)

4.   CAPITAL SHARE TRANSACTIONS
     Transactions in shares of the Funds for the six months ended June 30, 1995
     and the year ended December 31, 1994 were as follows (in thousands):

<TABLE>
<CAPTION>
                                                       JUNE 30, 1995                   DECEMBER 31, 1994
                                                 -------------------------          ------------------------
                                                 SHARES            DOLLARS          SHARES           DOLLARS
                                                 ------            -------          ------           -------
<S>                                            <C>               <C>               <C>             <C>
STRONG ASSET ALLOCATION FUND
Shares Sold                                      1,005             $ 18,647          2,972           $ 55,431 
Shares Issued in Reinvestment of Dividends         253                4,765            634             11,547 
Shares Redeemed                                 (2,168)             (40,074)        (3,077)           (56,778) 
                                                 -----             --------          -----           --------
Net Increase (Decrease)                           (910)           ($ 16,662)           529           $ 10,200 
                                                 =====             ========          =====           ========
                                                                                                             
STRONG AMERICAN UTILITIES FUND                                                                               
Shares Sold                                      4,512             $ 45,688          3,551           $ 34,838 
Shares Issued in Reinvestment of Dividends          87                  895            148              1,414 
Shares Redeemed                                 (2,299)             (23,254)        (2,874)           (28,095)
                                                 -----             --------          -----           --------
Net Increase                                     2,300             $ 23,329            825           $  8,157  
                                                 =====             ========          =====           ========
                                                                                                              
STRONG TOTAL RETURN FUND                                                                                      
Shares Sold                                      2,331             $ 58,827          6,259           $150,873  
Shares Issued in Reinvestment of Dividends         171                4,474            365              8,656  
Shares Redeemed                                 (4,099)            (101,587)        (6,880)          (164,458)
                                                 -----             --------          -----           --------
Net Decrease                                    (1,597)           ($ 38,286)          (256)         ($  4,929)
                                                 =====             ========          =====           ========
</TABLE>      

5.   RELATED PARTY TRANSACTIONS
     Strong Capital Management, Inc. (the "Advisor"), with whom certain
     officers and directors of the Funds are affiliated, provides investment
     advisory services and shareholder recordkeeping and related services to
     the Funds. Investment advisory fees, which are established by terms of the
     Advisory Agreements, are based on annualized rates of .75% of the average
     daily net assets of Strong American Utilities Fund, and .85% of the first
     $35,000,000 and .80% of the average daily net assets in excess of that
     amount for Strong Asset Allocation Fund and Strong Total Return Fund.
     Advisory fees are subject to reimbursement by the Advisor if the Funds'
     operating expenses exceed certain levels. Shareholder recordkeeping and
     related service fees are based on contractually established rates for each
     open and closed shareholder account. In addition, the Advisor is
     compensated for certain other services related to costs incurred for
     reports to shareholders.

     Under a subadvisory agreement between the Advisor and W.H. Reaves & Co.,
     Inc. (the "Subadvisor"), the Subadvisor, pursuant to the oversight and
     supervision of the Fund's Board of Directors and the Advisor, provides a
     continuous investment program for Strong American Utilities Fund. Under
     the subadvisory agreement, the Subadvisor is responsible for determining
     the securities to be purchased and sold by the Fund and for executing
     those transactions, except that the Advisor is responsible for managing
     the cash equivalents maintained by the Fund. The Subadvisor is compensated
     by the Advisor (not the Fund) under the terms provided in the subadvisory
     agreement. The Subadvisor bears all of its own expenses in providing
     subadvisory services to the Fund. In addition, the Subadvisor directly
     effects purchases and sales of securities for the Fund. In conjunction
     therewith, brokerage commissions paid by the Fund for the six months ended
     June 30, 1995 were $109,090.

     Certain information regarding these transactions, excluding the effects of
     waivers and reimbursements, for the six months ended June 30, 1995 is as
     follows (in thousands):

<TABLE>
<CAPTION>
                                                     STRONG ASSET    STRONG AMERICAN        STRONG
                                                    ALLOCATION FUND   UTILITIES FUND  TOTAL RETURN FUND
                                                    ---------------  ---------------  -----------------
<S>                                                     <C>             <C>              <C>
Payable to Advisor at June 30, 1995                     $189            $70              $433
Other Shareholder Servicing Expenses Paid to Advisor       7              1                17
Unaffiliated Directors' Fees                               3              1                 6
</TABLE>





                                       22
<PAGE>   25

6.   INVESTMENT TRANSACTIONS
     The aggregate purchases and sales of long-term securities for the six
     months ended June 30, 1995 were as follows (in thousands):

<TABLE>
<CAPTION>
                                    STRONG ASSET         STRONG AMERICAN              STRONG
                                   ALLOCATION FUND        UTILITIES FUND         TOTAL RETURN FUND
                                   ---------------       ---------------         -----------------
<S>                                    <C>                 <C>                     <C>             
Purchases:
   U.S. Government and Agency          $140,391             $     0                     $ 46,744
   Other                                401,146              40,439                      755,239
Sales:
   U.S. Government and Agency           142,696                   0                       80,405
   Other                                417,863              19,174                      729,390
</TABLE>

7.   INCOME TAX INFORMATION
     At June 30, 1995, the investment cost and gross unrealized appreciation
     and depreciation on investments for Federal income tax purposes were as
     follows (in thousands):

<TABLE>
<CAPTION>
                                   STRONG ASSET         STRONG AMERICAN              STRONG
                                  ALLOCATION FUND        UTILITIES FUND         TOTAL RETURN FUND
                                  ---------------       ---------------         -----------------
<S>                                  <C>                    <C>                     <C>
Aggregate Investment Cost             $254,252                 $63,644                 $559,481
Aggregate Unrealized:
   Appreciation                       $ 16,395                 $ 4,066                 $ 87,459
   Depreciation                         (3,135)                   (682)                  (4,388)
                                      --------                 -------                 --------
                                      $ 13,260                 $ 3,384                 $ 83,071
                                      ========                 =======                 ========
</TABLE>


8.   FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS
     The Funds may enter into forward foreign currency exchange contracts for
     any lawful purpose, including hedging, risk managment, or enhancing
     returns, but not for speculation.

     Forward foreign currency exchange contracts are typically used by the
     Funds to hedge currency exposure related to receivables from securities
     sold and payables for securities purchased. Forward foreign currency
     exchange contracts are valued at the forward rate and are marked-to-market
     daily. The change in market value is recorded by the Funds as an
     unrealized gain or loss. When the contract is closed, the Funds record an
     exchange gain or loss equal to the difference between the value of the
     contract at the time it was opened and the value at the time it was
     closed.

     The use of forward foreign currency exchange contracts does not eliminate
     fluctuations in the underlying prices of the Funds' portfolio securities,
     but it does establish a rate of exchange that can be achieved in the
     future. Although forward foreign currency exchange contracts limit the
     risk of loss due to a decline in the value of the hedged currency, they
     also limit any potential gain that might result should the value of the
     currency increase. In addition, the Funds could be exposed to risks if the
     counterparties to the contracts are unable to meet the terms of their
     contracts.

     At June 30, 1995, the Funds had entered into forward foreign currency
     contracts as follows:
<TABLE>
<CAPTION>
                                                                                                                UNREALIZED
                                                                                                                APPRECIATION
                                            CURRENCY                       SETTLEMENT   CURRENCY VALUE IN USD  (DEPRECIATION)
FUND                                          SOLD                            DATE         (IN THOUSANDS)      (IN THOUSANDS)
----                                ----------------------------           ----------       ------------        ------------
<S>                                 <C>                                    <C>              <C>                 <C>
Strong Asset Allocation Fund        8,504,583 Australian Dollars            7/19/95            $6,045             $122
                                    4,344,925 German Marks                  7/13/95             3,151              (54)
                                    4,770,000 German Marks                  7/19/95             3,459              (45)
                                      372,000 German Marks                  7/26/95               270               (1)
                                       47,013 German Marks                  7/26/95                34                0
                                      421,480 German Marks                  8/03/95               306               (3)

Strong Total Return Fund              659,333 German Marks                  7/26/95               476               (2)
                                    5,911,000 German Marks                  8/03/95             4,246              (41)
</TABLE>

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





                                       23
<PAGE>   26

NOTES TO FINANCIAL STATEMENTS (continued)

June 30, 1995 (Unaudited)

10.  ANNUAL MEETING
     A shareholder meeting was held on April 13, 1995 in Milwaukee, Wisconsin.
     Results of the shareholder vote, calculated as a percentage of total
     shares voted, are as follows:

<TABLE>
<CAPTION>
                                                        STRONG ASSET ALLOCATION FUND         STRONG AMERICAN UTILITIES FUND
                                                         SHARES VOTED 9,870,168.694             SHARES VOTED 3,126,783.798
                                                     ------------------------------------   ---------------------------------
     PROPOSALS                                         AFFIRMATIVE    WITHHOLD              AFFIRMATIVE   WITHHOLD
     ---------                                         -----------    --------              -----------   --------
     <S>  <C>                                             <C>         <C>                     <C>       <C>   
     1    Election of Directors
            Richard S. Strong                               98.10%       1.90%                97.86%      2.14%
            John Dragisic                                   97.95        2.05                 97.63       2.37
            Marvin E. Nevins                                98.02        1.98                 97.99       2.01
            Willie D. Davis                                 97.82        2.18                 97.31       2.69
            William F. Vogt                                 98.12        1.88                 97.75       2.25
            Stanley Kritzik                                 97.78        2.22                 97.48       2.52
<CAPTION>
                                                        AFFIRMATIVE    AGAINST    ABSTAIN  AFFIRMATIVE   AGAINST        ABSTAIN
                                                        -----------    -------    -------  -----------   -------        -------
   <S>    <C>                                            <C>           <C>        <C>        <C>         <C>            <C>
     2    Ratify Selection of Auditors                      97.29%       0.82%      1.89%     96.09%      1.40%           2.51%
     3A   Adopt Advisory Agreement                          94.36        2.48       3.16      93.52       2.80            3.68
     3B   Adopt Subadvisory Agreement                         N/A         N/A        N/A      92.46       3.41            4.13
     4    Adopt Revised Articles                            94.00        2.75       3.25      91.20       4.89            3.91
     5    Amend Investment Objective                          N/A         N/A        N/A      91.47       4.63            3.90
     6    Amend or Adopt a Fundamental
          Investment Limitation Concerning:
     6A   Diversification                                     N/A         N/A        N/A        N/A        N/A             N/A
     6B   Concentration                                       N/A         N/A        N/A      92.30       2.66            5.04
     6C   Lending                                             N/A         N/A        N/A      90.40       4.41            5.19
     6D   Purchasing or Selling Real Estate                   N/A         N/A        N/A      90.23       4.65            5.12
     6E   Borrowing                                           N/A         N/A        N/A      89.09       5.76            5.15
     6F   Underwriting Securities                             N/A         N/A        N/A      91.15       3.53            5.32
     6G   Purchasing or Selling Financial
          Commodities                                         N/A         N/A        N/A      88.36       6.36            5.28
     6H   Issuing Senior Securities                           N/A         N/A        N/A      90.80       3.90            5.30
     6I   Pooled Fund Structures                              N/A         N/A        N/A      90.43       4.15            5.42
     7    Eliminate a Fundamental Investment
          Limitation Concerning:                              N/A         N/A        N/A        N/A        N/A             N/A
     7A   Short Sales of Securities                           N/A         N/A        N/A        N/A        N/A             N/A
     7B   Use of Margin                                       N/A         N/A        N/A      86.75       6.72            6.53
     7C   Illiquid and Restricted Securities                  N/A         N/A        N/A        N/A        N/A             N/A
     7D   Purchase of Investment
          Company Securities                                  N/A         N/A        N/A      88.66       4.85            6.49
     7E   Purchasing Securities of                                                         
          Newly-Formed Issuers                                N/A         N/A        N/A        N/A        N/A             N/A
     7F   Investing in Oil and Gas Interests                  N/A         N/A        N/A        N/A        N/A             N/A
     7G   Futures and Options                                 N/A         N/A        N/A      86.30       7.07            6.63
     7H   Pledging Assets                                     N/A         N/A        N/A      86.94       6.41            6.65
     7I   Securities Investments of
          Directors and Officers                              N/A         N/A        N/A        N/A        N/A             N/A
     7J   Fund Portfolio Transactions with
          Directors and Officers                              N/A         N/A        N/A        N/A        N/A             N/A
     7K   Investing in Securities for the
          Purpose of Management or Control                    N/A         N/A        N/A        N/A        N/A             N/A
     7L   Participating on a Joint basis in                                                    
          any Trading Account                                 N/A         N/A        N/A        N/A        N/A             N/A
</TABLE>





                                       24
<PAGE>   27

10. ANNUAL MEETING (CONTINUED)
<TABLE>
<CAPTION>
                                                             STRONG TOTAL RETURN FUND
                                                           SHARES VOTED 16,930,018.840
                                                       ------------------------------------
          PROPOSALS                                     AFFIRMATIVE  WITHHOLD
          ---------                                     ----------   --------
     <S>  <C>                                             <C>         <C>          <C>
     1    Election of Directors
            Richard S. Strong                               98.02%       1.98%
            John Dragisic                                   98.04        1.96
            Marvin E. Nevins                                98.01        1.99
            Willie D. Davis                                 97.79        2.21
            William F. Vogt                                 98.23        1.77
            Stanley Kritzik                                 97.65        2.35

<CAPTION>
                                                         AFFIRMATIVE   AGAINST     ABSTAIN
                                                         ----------    -------     -------
     <S>  <C>                                             <C>         <C>          <C>
     2    Ratify Selection of Auditors                      97.63%       0.70%      1.67%
     3A   Adopt Advisory Agreement                          94.96        2.39       2.65
     3B   Adopt Subadvisory Agreement                         N/A         N/A        N/A
     4    Adopt Revised Articles                            93.94        3.58       2.48
     5    Amend Investment Objective                        93.62        3.72       2.66
     6    Amend or Adopt a Fundamental
          Investment Limitation Concerning:
     6A   Diversification                                   92.97        3.26       3.77
     6B   Concentration                                     93.68        2.55       3.77
     6C   Lending                                           92.62        3.61       3.77
     6D   Purchasing or Selling Real Estate                 92.28        3.95       3.77
     6E   Borrowing                                         91.57        4.65       3.78
     6F   Underwriting Securities                           93.05        3.14       3.81
     6G   Purchasing or Selling Financial
          Commodities                                       90.54        5.73       3.73
     6H   Issuing Senior Securities                         93.24        3.03       3.73
     6I   Pooled Fund Structures                            92.84        3.40       3.76
     7    Eliminate a Fundamental Investment
          Limitation Concerning:
     7A   Short Sales of Securities                         91.01        4.11       4.88
     7B   Use of Margin                                     90.32        4.81       4.87
     7C   Illiquid and Restricted Securities                90.10        5.02       4.88
     7D   Purchase of Investment
          Company Securities                                92.28        2.83       4.89
     7E   Purchasing Securities of
          Newly-Formed Issuers                              92.20        2.90       4.90
     7F   Investing in Oil and Gas Interests                91.85        3.27       4.88
     7G   Futures and Options                               89.79        5.35       4.86
     7H   Pledging Assets                                   90.10        5.03       4.87
     7I   Securities Investments of
          Directors and Officers                            90.96        4.17       4.87
     7J   Fund Portfolio Transactions with
          Directors and Officers                            90.69        4.45       4.86
     7K   Investing in Securities for the
          Purpose of Management or Control                  91.20        3.92       4.88
     7L   Participating on a Joint basis in
          any Trading Account                               91.87        3.24       4.89
</TABLE>





                                       25
<PAGE>   28
FINANCIAL HIGHLIGHTS

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

STRONG ASSET ALLOCATION FUND

<TABLE>
<CAPTION>
                                     1995**   1994      1993       1992      1991     1990       1989      1988     1987      1986
                                     ------   ----      ----       ----      ----     ----       ----      ----     ----      ----
<S>                               <C>       <C>       <C>       <C>       <C>      <C>        <C>      <C>        <C>      <C>
NET ASSET VALUE, BEGINNING OF 
  PERIOD                          $  17.91  $  19.06  $  18.49  $  19.68  $  17.50  $  18.41  $  17.57  $  17.60  $  22.18  $ 20.12
INCOME FROM INVESTMENT 
  OPERATIONS                                                                                    
  Net Investment Income               0.41      0.70      0.82      0.87      0.94      1.12      1.22      1.39      0.85     0.89
  Net Realized and Unrealized 
    Gains (Losses) on 
    Investments                       1.45     (0.99)     1.81     (0.25)     2.41     (0.65)     0.73      0.19     (0.70)    2.54 
                                  --------  --------  --------  --------  --------  --------  --------  --------  --------  -------
TOTAL FROM INVESTMENT OPERATIONS      1.86     (0.29)     2.63      0.62      3.35      0.47      1.95      1.58      0.15     3.43

LESS DISTRIBUTIONS
  From Net Investment Income         (0.38)    (0.70)    (0.82)    (0.87)    (0.97)    (1.38)    (0.97)    (1.38)    (1.78)   (0.95)
  From Net Realized Gains               --        --     (1.24)    (0.94)    (0.20)       --     (0.14)       --     (2.95)   (0.42)
  In Excess of Net Realized Gains       --     (0.16)       --        --        --        --        --        --        --       --
  Returns of Capital                    --        --        --        --        --        --        --     (0.23)       --       --
                                  --------  --------  --------  --------  --------  --------  --------  --------  --------  -------
TOTAL DISTRIBUTIONS                  (0.38)    (0.86)    (2.06)    (1.81)    (1.17)    (1.38)    (1.11)    (1.61)    (4.73)   (1.37)
                                  --------  --------  --------  --------  --------  --------  --------  --------  --------  -------
NET ASSET VALUE, END OF PERIOD    $  19.39  $  17.91  $  19.06  $  18.49  $  19.68  $  17.50  $  18.41  $  17.57  $  17.60  $ 22.18
                                  ========  ========  ========  ========  ========  ========  ========  ========  ========  =======
Total Return                        +10.5%    - 1.5%    +14.5%     +3.2%    +19.6%     +2.8%    +11.2%     +9.2%     -0.3%   +17.6%

Net Assets, End of Period 
  (In Thousands)                  $251,517  $248,647  $254,439  $208,368  $214,951  $203,562  $240,549  $256,089  $272,899 $339,405
Ratio of Expenses to 
  Average Net Assets                 1.3%*      1.2%      1.2%      1.2%      1.3%      1.3%      1.3%      1.2%      1.1%     1.1%
Ratio of Net Investment 
  Income to Average Net Assets       4.3%*      3.8%      4.2%      4.4%      5.1%      6.1%      6.6%      7.5%      4.2%     4.7%
Portfolio Turnover Rate            235.6%     359.7%    348.3%    320.4%    418.4%    319.6%    206.5%    426.2%    336.5%    80.4%

</TABLE>

STRONG AMERICAN UTILITIES FUND

<TABLE>
<CAPTION>
                                             1995**     1994      1993***
                                             ------     ----      -------
<S>                                        <C>        <C>        <C>
NET ASSET VALUE, BEGINNING 
  OF PERIOD                                $  9.46    $  10.19   $  10.00
INCOME FROM INVESTMENT OPERATIONS
  Net Investment Income                       0.16        0.46       0.18
  Net Realized and Unrealized Gains
     (Losses) on Investments                  1.11       (0.73)      0.27
                                           -------    --------   --------
TOTAL FROM INVESTMENT OPERATIONS              1.27       (0.27)      0.45

LESS DISTRIBUTIONS
  From Net Investment Income                 (0.16)      (0.46)     (0.18)
  From Net Realized Gains                       --          --      (0.05)
  In Excess of Net Realized Gains               --          --      (0.03)
                                           -------    --------   --------
TOTAL DISTRIBUTIONS                          (0.16)      (0.46)     (0.26)
                                           -------    --------   --------
NET ASSET VALUE, END OF PERIOD             $ 10.57    $   9.46   $  10.19
                                           =======    ========   ========

Total Return                                +13.6%       -2.6%     + 4.5%
Net Assets, End of Period (In Thousands)   $66,721    $ 37,944   $ 32,457
Ratio of Expenses to Average Net Assets       1.3%*       0.5%       0.0%*
Ratio of Expenses to Average Net Assets
   Without Waivers and Absorptions            1.3%*       1.6%       1.4%*
Ratio of Net Investment Income to 
  Average Net Assets                          3.7%*       4.8%       5.6%*
Portfolio Turnover Rate                      38.3%      105.4%     178.6%*
</TABLE>

  * Calculated on an annualized basis.
 ** For the six months ended June 30, 1995 (Unaudited). Total return and
    portfolio turnover rate are not annualized.  
*** Inception date is July 1, 1993.  Total return is not annualized.

                                      26



                                       
<PAGE>   29

FINANCIAL HIGHLIGHTS (CONTINUED)
STRONG TOTAL RETURN FUND

<TABLE>    
<CAPTION>  
                                           1995**        1994       1993          1992         1991          1990     
                                           --------    --------    --------      --------     --------     --------
<S>                                        <C>           <C>         <C>          <C>           <C>          <C>      
                                                                                                                      
NET ASSET VALUE, BEGINNING OF PERIOD       $  23.62    $  24.30    $  20.17      $  20.24     $  15.34     $  17.72   
                                           
INCOME FROM INVESTMENT OPERATIONS                                                                                     
  Net Investment Income                        0.17        0.25        0.33          0.18         0.22         0.95   
  Net Realized and Unrealized Gains                                                                                     
   (Losses) on Investments                     3.10       (0.59)       4.18         (0.08)        4.90        (2.19)  
                                           --------    --------     -------      --------     --------      -------
TOTAL FROM INVESTMENT OPERATIONS               3.27       (0.34)       4.51          0.10         5.12        (1.24)  
LESS DISTRIBUTIONS                                                                                                    
  From Net Investment Income                  (0.17)      (0.26)      (0.33)        (0.17)       (0.22)       (1.14)  
  In Excess of Net Investment Income          (0.02)      (0.08)         --            --           --           --   
  From Net Realized Gains                        --          --          --            --           --           --   
  In Excess of Net Realized Gains                --          --       (0.05)           --           --           --   
  Returns of Capital                             --          --          --            --           --           --   
                                           --------    --------     -------      --------     --------      -------
TOTAL DISTRIBUTIONS                           (0.19)      (0.34)      (0.38)        (0.17)       (0.22)       (1.14)  
                                           --------    --------     -------      --------     --------      -------
NET ASSET VALUE, END OF PERIOD             $  26.70    $  23.62    $  24.30      $  20.17     $  20.24     $  15.34   
                                           ========    ========    ========      ========     ========     ========
                                                                                                                      
Total Return                                  +13.9%     - 1.4%      +22.5%         +0.6%       +33.6%       - 7.1%  
                                                                                                                      
Net Assets, End of Period (In Thousands)    $643,199   $606,814    $630,349      $587,873     $691,327     $646,579   
Ratio of Expenses to Average Net Assets         1.2%*      1.2%        1.2%          1.3%         1.4%         1.4%  
Ratio of Net Investment Income to Average                                                                             
   Net Assets                                   1.4%*      1.1%        1.4%          0.9%         1.3%         5.4%  
Portfolio Turnover Rate                       141.4%     290.4%      271.3%        371.8%       426.4%       312.3% 
                                                                                                                      
<CAPTION>        
                                                  1989          1988        1987      1986
                                             ----------    ----------   --------   --------   
<S>                                          <C>          <C>          <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD     
                                             $    18.96    $    18.37   $  21.61   $  19.56
INCOME FROM INVESTMENT OPERATIONS        
  Net Investment Income                            1.55          1.95       0.97       0.66
  Net Realized and Unrealized Gains        
   (Losses) on Investments                        (0.97)         0.85       0.61       3.13 
                                             ----------    ----------   --------   --------
TOTAL FROM INVESTMENT OPERATIONS                   0.58          2.80       1.58       3.79
LESS DISTRIBUTIONS                       
  From Net Investment Income                      (1.31)        (1.96)     (1.65)     (0.70)
  In Excess of Net Investment Income                 --            --         --         --
  From Net Realized Gains                         (0.51)           --      (3.17)     (1.04)
  In Excess of Net Realized Gains                    --            --         --         --
  Returns of Capital                                 --         (0.25)        --         --
                                             ----------    ----------   --------   --------
TOTAL DISTRIBUTIONS                               (1.82)        (2.21)     (4.82)     (1.74)
                                             ----------    ----------   --------   --------
NET ASSET VALUE, END OF PERIOD               $    17.72    $    18.96   $  18.37   $  21.61
                                             ==========    ==========   ========   ========
                                         
Total Return                                      +2.6%        +15.6%      +6.0%     +20.0%
                                         
Net Assets, End of Period (In Thousands)     $1,065,278    $1,005,192   $802,442   $518,760
Ratio of Expenses to Average Net Assets            1.2%          1.2%       1.1%       1.1%
Ratio of Net Investment Income to Average
   Net Assets                                      7.7%         10.1%       5.2%       4.3%
Portfolio Turnover Rate                          305.3%        281.1%     224.4%     153.5%
</TABLE>    
                                         
 *Calculated on an annualized basis.
**For the six months ended June 30, 1995 (Unaudited). Total return and
  portfolio turnover rate are not annualized.





<PAGE>   30
NOTES






                                      28
<PAGE>   31
                           SHAREHOLDER PRIVILEGES*


                              TELEPHONE PURCHASE
Make additional investments into any Strong Fund by calling us toll-free at
1-800-368-3863.

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

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

                          AUTOMATIC INVESTMENT PLAN
This plan allows you to set up regular transfers from your bank checking or NOW
account to your Strong Funds account.

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

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

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

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



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

<PAGE>   32
                                                    Bulk Rate
                                                   U.S. Postage
                                                     P A I D
                                                    Milw, WI.
                                                   Permit #4134




                   FOR LITERATURE AND INFORMATION REQUESTS,
                             CALL 1-800-368-1030.


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


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








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

                                                                        1316F95 





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