STRONG VARIABLE INS FDS INC
N-30D, 1997-02-28
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<PAGE>

                                   THE STRONG
                            ASSET ALLOCATION FUND II
                        ANNUAL REPORT o DECEMBER 31, 1996

                                TABLE OF CONTENTS


INVESTMENT REVIEW
     The Strong Asset Allocation Fund II ................................  2


FINANCIAL INFORMATION

     Schedule of Investments in Securities ..............................  4

     Statement of Operations ............................................  4

     Statement of Assets and Liabilities ................................  5

     Statement of Changes in Net Assets .................................  5

     Notes to Financial Statements ......................................  6


FINANCIAL HIGHLIGHTS ....................................................  8

REPORT OF INDEPENDENT ACCOUNTANTS .......................................  8

                                   [STRONG LOGO]

                         STRONG FUNDS DISTRIBUTORS, INC.
                                  P.O. Box 2936
                           Milwaukee, Wisconsin 53201
                           http://www.strong-funds.com
                  Strong Funds are offered by prospectus only.    4691A97


<PAGE>
THE STRONG ASSET ALLOCATION FUND II

THE STRONG  ASSET  ALLOCATION  FUND II SEEKS HIGH TOTAL RETURN  CONSISTENT  WITH
REASONABLE RISK OVER THE LONG TERM.

The Strong  Asset  Allocation  Fund II 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 FUND'S BENCHMARK ADJUSTED JULY 1

As reported in the Fund's semi-annual  report, the normal benchmark  allocations
for the Fund were changed on July 1 to allow for a larger weighting in equities.
Previously,  the Fund's benchmark allocations to stocks, bonds and cash had been
40%, 40%, and 20%, respectively. The new benchmark allocations are 60%, 35%, and
5%. The Fund's allowable maximum and minimum ranges were modified as follows:

           RANGE PRIOR TO JULY 1              RANGES AFTER JULY 1
- -------------------------------------------------------------------------------

Stocks          10%-60%                             30%-70%

Bonds           20%-60%                             20%-70%

Cash             0%-70%                              0%-50%
- -------------------------------------------------------------------------------

This  expanded  ability  to invest in stocks  gives the Fund the  potential  for
higher total returns than did its prior benchmark  allocation.  Of course,  this
change increased the Fund's potential share-price volatility.


A YEAR OF DIVERSE PERFORMANCE FOR THE MARKETS
Overall,   the  stock  market  performed  well  during  the  year,  while  bonds
experienced  more  challenging  conditions.  In early 1996,  many  investors and
analysts  expected  weak  economic  growth to continue in the U.S. In fact,  the
Federal  Reserve cut the federal funds rate in January 1996, a  continuation  of
the easing it began the  previous  July,  and a sign that the Fed  believed  the
economy needed at least modest stimulus.

However, in February,  an unexpectedly large number of new jobs - and subsequent
indications of a strengthening  economy led many to believe that economic growth
was accelerating rather than weakening.  In response,  interest rates across all
maturities  reversed  direction and headed higher,  producing  price declines in
most sectors of the bond market.  Stocks,  for the most part, ignored the effect
of rising rates and continued higher.

Through June and July, however,  stocks experienced a brief but sharp correction
as equity  investors,  too,  began to worry about the effect of higher  rates on
stock  valuations.  But as the year drew to a close,  stock  and bond  investors
seemed  to become  more  comfortable  with the  underlying  fundamentals  of the
economy.  Despite slightly  stronger growth,  inflation  remained subdued and it
appeared  that  economic  growth was unlikely to top 3%  annually.  Against this
backdrop,  the chances of  substantially  higher rates  diminished,  the Federal
Reserve left the fed funds rate unchanged, and stocks rebounded to new highs.


OVERALL, THE NEW PORTFOLIO POSITIONING WORKED WELL
In general, the Fund's new benchmark  allocation performed well.  Unfortunately,
the timing of the change was  slightly  off,  as we  increased  the  portfolio's
equity  weighting  at what  turned  out to be a high  point in the  market,  and
reduced  the  bond  position  when  bonds  were  in the  midst  of a  short-term
correction.

After the July 1 reallocation,  we tended to keep the portfolio  between 50% and
60% weighted in equities through the use of futures  contracts.  This helped the
portfolio  perform  fairly  well as stock  prices  rallied  during the last five
months of the year.  We tended to keep the bond  portion  neutrally  positioned,
which helped the Fund during the end of the fiscal  year,  when  interest  rates
began to decline, resulting in higher bond prices.

2
<PAGE>
WE'LL LIKELY REMAIN NEUTRAL FOR THE NEAR TERM
For the  near  term,  we will  likely  maintain  the  Fund  fairly  close to its
benchmark allocation - about 60% invested in stocks, with the remainder in bonds
and cash. While the financial markets have performed quite well recently,  there
is still some uncertainty regarding the economy's real strength,  and whether it
can maintain  its current  growth  rate.  As the year ended,  the markets held a
fairly  rosy  view  of the  economy  -  slow  growth,  low  inflation,  and  the
possibility  of lower interest  rates.  This scenario may, in fact,  occur.  But
there are likely to be some occasional bouts of volatility along the way.

That said,  there are  fundamental  reasons for  optimism.  The Federal  Reserve
remains vigilant against inflation, and we still have in place a balance between
the President and Congress that so far has benefited financial markets.

In addition,  one major  advantage of the Asset  Allocation Fund is that we have
the flexibility to adapt if conditions  change. We intend to closely monitor the
investment  climate  both here and  abroad,  and make the changes we believe can
benefit the Fund.

We appreciate your confidence in the Strong Asset Allocation Fund II.

Sincerely,





/s/ Bradley C. Tank
Bradley C. Tank
Lead Portfolio Manager
[PHOTO OF BRADLEY C. TANK]


- --------------------------------------------------------------------------------
                                                        AVERAGE ANNUAL       
                                                        TOTAL RETURNS(1)     
                                                        As of 12-31-96       
                                                                             
                                                        1-year         12.94%
                                                                             
                                                        Since                
                                                        Inception      12.09%
                                                        (on 11-30-95)        
                                                       
GROWTH OF AN ASSUMED $10,000 INVESTMENT                   
From 11-30-95 to 12-31-96                                 
[GRAPH]
                                                          
        The Strong                                       
          Asset                        Lipper Flexible    
        Allocation       S&P 500       Portfolio Funds   
         Fund II       Stock Index*         Index*       
11-95    10,000           10,000            10,000        
12-95    10,019           10,192            10,106        
3-96     10,249           10,739            10,429     
6-96     10,511           11,221            10,703     
9-96     10,689           11,568            10,945     
12-96    11,316           12,533            11,526     
   
                                       

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

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

*    The S&P 500 is an  unmanaged  index  generally  representative  of the U.S.
     stock market, without regard to company size. The Lipper Flexible Portfolio
     Funds  Index  is an  equally-weighted  performance  index  of  the  largest
     qualifying funds in this Lipper  category.  Source of the S&P index data is
     Micropal.  Source of the Lipper index data is Lipper  Analytical  Services,
     Inc.

1    The Fund's returns include the effect of deducting the Fund's expenses, but
     do  not  include  charges  and  expenses  attributable  to  any  particular
     insurance  product.  Including  such  insurance  fees and expenses from the
     Fund's  return  quotations  has the effect of  decreasing  the  performance
     quoted.

                                                                           3

<PAGE>
SCHEDULE OF INVESTMENTS IN SECURITIES                       December 31, 1996
- --------------------------------------------------------------------------------

                                         PRINCIPAL     VALUE
                                          AMOUNT     (NOTE 2)
UNITED STATES GOVERNMENT ISSUES 8.5%
United States Treasury Notes, 5.875%,
  Due 11/15/05 (COST $50,566)                     $ 50,000     $ 48,250

SHORT-TERM INVESTMENTS (a) 96.2%
COMMERCIAL PAPER 51.4%
INTEREST BEARING, DUE UPON DEMAND
American Family Financial Services, Inc., 5.51%     22,900       22,900
Eli Lilly & Company, 5.33%                          26,000       26,000
General Mills, Inc., 5.49%                          25,000       25,000
Johnson Controls, Inc., 5.53%                       27,150       27,150
Pitney Bowes Credit Corporation, 5.51%              22,485       22,485
Sara Lee Corporation, 5.49%                         26,000       26,000
Southwestern Bell Telephone Company, 5.49%          26,000       26,000
Warner Lambert Company, 5.48%                       96,600       96,600
Wisconsin Electric Power Company, 5.55%             18,600       18,600
                                                               --------
                                                                290,735
UNITED STATES GOVERNMENT ISSUES 44.8%
United States Treasury Bills:
  Due 1/30/97                                      230,000      229,118
  Due 2/20/97 (b)                                   10,000        9,932
  Due 3/13/97 (b)                                   15,000       14,855
                                                               --------
                                                                253,905
                                                               --------
TOTAL SHORT-TERM INVESTMENTS
  (COST $544,630)                                               544,640
                                                               --------
TOTAL INVESTMENTS IN SECURITIES
  (COST $595,196)  104.7%                                       592,890
Other Assets and Liabilities, Net (4.7%)                        (26,803)
                                                               --------
NET ASSETS 100.0%                                              $566,087
                                                               ========


FUTURES
- -------

                                                 UNDERLYING
                                 EXPIRATION     FACE AMOUNT     UNREALIZED
                                    DATE         AT VALUE      DEPRECIATION
- --------------------------------------------------------------------------------
Purchased:
1 Five-Year U.S.Treasury Note       3/97         $106,594        ($1,531)
1 S&P 500                           3/97          372,250         (9,113)


                                                    PERCENTAGE OF
INDUSTRY DIVERSIFICATION                              NET ASSETS
- --------------------------------------------------------------------------------
U.S. Government .....................................   53.4%
Healthcare - Drug/Diversified .......................   21.7 
Food ................................................    9.0 
Diversified Operations ..............................    4.8 
Telecommunication Service ...........................    4.5 
Insurance - Property & Casualty .....................    4.0 
Office Automation ...................................    4.0 
Electric Power ......................................    3.3 
Other Assets and Liabilities, Net ...................   (4.7) 
                                                       ------  
Total                                                  100.0%
                                                       ====== 


LEGEND
- --------------------------------------------------------------------------------
(a)  Short-term  investments  include any security  which has a maturity of less
     than one year.
(b)  All or a portion of  security  pledged  to cover  margin  requirements  for
     futures contracts.

Percentages are stated as a percent of net assets.




STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------
For the Year Ended December 31, 1996

INTEREST INCOME                                              $26,659

EXPENSES:
   Investment Advisory Fees                                    4,481
   Custodian Fees                                              4,752
   Professional Fees                                           4,946
   Reports to Shareholders                                     6,888
   Other                                                       1,539
                                                             -------
   Total Expenses before Waivers and Absorptions              22,606
   Involuntary Expense Waivers and Absorptions by Advisor    (12,064)
                                                             ------- 
   Expenses, Net                                              10,542
                                                             -------
NET INVESTMENT INCOME                                         16,117

REALIZED AND UNREALIZED GAIN (LOSS):
   Net Realized Gain on:
      Investments                                                 44
      Futures Contracts                                       60,587
   Change in Unrealized Appreciation/Depreciation on:
      Investments                                             (2,832)
      Futures Contracts                                       (9,053)
                                                             ------- 
NET GAIN                                                      48,746
                                                             -------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS         $64,863
                                                             =======


                       See notes to financial statements.

4

<PAGE>


STATEMENT OF ASSETS AND LIABILITIES
- --------------------------------------------------------------------------------
December 31, 1996


ASSETS:
   Investments in Securities, at Value (Cost of $595,196)        $592,890
   Interest Receivable                                              1,065
                                                                 --------
   Total Assets                                                   593,955

LIABILITIES:
   Accrued Operating Expenses and Other Liabilities                27,868
                                                                 --------
NET ASSETS                                                       $566,087
                                                                 ========

Capital Shares Outstanding (Unlimited Number Authorized)           54,892

NET ASSET VALUE PER SHARE                                          $10.31
                                                                   ======




STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
- ---------------------------------------------------------------------------------------------
<CAPTION>
                                                              YEAR ENDED       PERIOD ENDED
                                                             DEC. 31, 1996     DEC. 31, 1995
                                                             -------------     -------------
                                                                                 (NOTE 1)
OPERATIONS:
<S>                                                            <C>               <C>     
   Net Investment Income                                       $ 16,117          $  1,896
   Net Realized Gain                                             60,631                63
   Change in Unrealized Appreciation/Depreciation               (11,885)           (1,065)
                                                               --------          -------- 
   Increase in Net Assets Resulting from Operations              64,863               894

CAPITAL SHARE TRANSACTIONS                                       52,212           500,000

DISTRIBUTIONS:
   From Net Investment Income                                   (16,070)           (1,896)
   In Excess of Net Investment Income                                --               (77)
   From Net Realized Gains                                      (33,839)               --
                                                               --------          -------- 
TOTAL INCREASE IN NET ASSETS                                     67,166           498,921

NET ASSETS:
   Beginning of Period                                          498,921                --
                                                               --------          -------- 
   End of Period                                               $566,087          $498,921
                                                               ========          ========
</TABLE>

                                                                               5
                                            See notes to financial statements.


<PAGE>
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
December 31, 1996

1.   ORGANIZATION
     The Strong Asset  Allocation  Fund II commenced  operations on November 30,
     1995, and is a diversified  series of the Strong Variable  Insurance Funds,
     Inc.,  an  open-end  management  investment  company  registered  under the
     Investment Company Act of 1940.

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

     (A)  Security  Valuation--  Portfolio  securities  traded  primarily  on  a
          principal  securities  exchange are valued at the last reported  sales
          price or the mean  between  the latest bid and asked  prices  where no
          last sales price is available.  Securities traded over-the-counter are
          valued  at the mean of the  latest  bid and  asked  prices or the last
          reported  sales  price.  Debt  securities  not  traded on a  principal
          securities  exchange are valued  through  valuations  obtained  from a
          commercial  pricing  service,  otherwise  sale or bid prices are used.
          Securities for which market quotations are not readily available, when
          held by the Fund, are valued at fair value as determined in good faith
          under  consistently  applied  procedures  established by and under the
          general  supervision of the Board of Directors.  Securities  which are
          purchased  within  60 days of their  stated  maturity  are  valued  at
          amortized cost, which approximates current value.

          The Fund may own certain investment securities which are restricted as
          to resale.  These securities are valued after giving due consideration
          to  pertinent   factors,   including  recent  private  sales,   market
          conditions and the issuer's financial performance.  The Fund generally
          bears the costs, if any, associated with the disposition of restricted
          securities.

     (B)  Federal Income and Excise Taxes and  Distributions  to Shareholders --
          It is the  Fund's  policy  to  comply  with  the  requirements  of the
          Internal Revenue Code applicable to regulated investment companies and
          to  distribute   substantially  all  of  its  taxable  income  to  its
          shareholders  in a manner  which  results  in no tax cost to the Fund.
          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.  Where  appropriate,  reclassifications  between net
          asset  accounts are made for such  differences  that are  permanent in
          nature.

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

     (D)  Futures -- Upon entering into a futures contract,  the Fund pledges to
          the broker cash or other  investments  equal to the  minimum  "initial
          margin"  requirements of the exchange.  The Fund also receives from or
          pays to the broker an amount of cash equal to the daily fluctuation in
          the value of the  contract.  Such  receipts or  payments  are known as
          "variation  margin," and are recorded as  unrealized  gains or losses.
          When the  futures  contract  is  closed,  a  realized  gain or loss is
          recorded equal to the difference  between the value of the contract at
          the time it was opened and the value at the time it was closed.

     (E)  Options --  Premiums  received  by the Fund upon  writing  put or call
          options are recorded as an asset with a corresponding  liability which
          is  subsequently  adjusted to the current  market value of the option.
          When an option expires, is exercised,  or is closed, the Fund realizes
          a gain or loss, and the liability is eliminated. The Fund continues 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.

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

     (G)  Forward  Foreign  Currency  Exchange   Contracts  --  Forward  foreign
          currency  exchange  contracts  are valued at the forward  rate and are
          marked-to-market  daily.  The change in market value is recorded as an
          unrealized gain or loss. When the contract is closed, the Fund records
          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.

     (H)  Additional  Investment Risk -- The use of futures contracts,  options,
          foreign   denominated   assets,   forward  foreign  currency  exchange
          contracts  and other similar  instruments  for purposes of hedging the
          Fund's investment portfolio involves, to varying degrees,  elements of
          market risk in excess of the amount  recognized  in the  statement  of
          assets and liabilities. The predominant risk with futures contracts is
          an imperfect  correlation  between the value of the  contracts and the
          underlying securities.  Foreign denominated assets and forward foreign
          currency  exchange  contracts may involve  greater risks than domestic
          transactions,  including currency, political and economic,  regulatory
          and market risks.

6

<PAGE>

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

     (I)  Use of  Estimates  --  The  preparation  of  financial  statements  in
          conformity  with generally  accepted  accounting  principles  requires
          management to make estimates and assumptions  that affect the reported
          amounts of assets and liabilities and disclosure of contingent  assets
          and  liabilities  at the  date of the  financial  statements,  and the
          reported  amounts  of  increases  and  decreases  in net  assets  from
          operations  during the reporting  period.  Actual results could differ
          from those estimates.

     (J)  Other -- Investment security transactions are recorded as of the trade
          date.  Dividend income and  distributions to shareholders are recorded
          on the  ex-dividend  date.  Interest income is recorded on the accrual
          basis and includes amortization of premium and discounts.

3.   NET ASSETS
     Net assets as of December 31, 1996 were as follows:

     Capital Stock                                                   $552,212
     Undistributed Net Investment Loss                                    (30)
     Undistributed Net Realized Gain                                   26,855
     Net Unrealized Depreciation                                      (12,950)
                                                                     -------- 
                                                                     $566,087
                                                                     ========

4.   CAPITAL SHARE TRANSACTIONS
     Transactions in shares of the Fund for the year ended December 31, 1996 and
     the period from November 30, 1995 to December 31, 1995 were as follows:
                                        1996                      1995
                                        ----                      ----
                                 Shares    Dollars          Shares    Dollars
                                 ------    -------          ------    -------
     Shares Sold                 32,643   $344,372         50,000    $500,000
     Dividends Reinvested         1,888     19,720             --          --
     Shares Redeemed            (29,639)  (311,880)            --          --
                                -------   --------         ------    --------
                                  4,892   $ 52,212         50,000    $500,000
                                =======   ========         ======    ========

5.   RELATED PARTY TRANSACTIONS

     Strong Capital Management, Inc. (the "Advisor"), with whom certain officers
     and  directors of the Fund are  affiliated,  provides  investment  advisory
     services to the Fund.  Investment  advisory fees,  which are established by
     terms of the Advisory  Agreement,  are based on an annualized rate of 0.85%
     of the first $35 million  and 0.80%  thereafter  of the  average  daily net
     assets of the Fund.  Advisory  fees are  subject  to  reimbursement  by the
     Advisor if the Fund's operating expenses exceed certain levels.

     Unaffiliated   directors'  fees,  excluding  the  effects  of  waivers  and
     reimbursements,  for  1996  were  $1,500.  The  Advisor  owns  71%  of  the
     outstanding shares of the Fund at December 31, 1996.

6.   INVESTMENT TRANSACTIONS
     There were no purchases or sales of long-term securities for the year ended
     December 31, 1996.

7.   INCOME TAX INFORMATION
     At December 31, 1996, the investment cost and gross unrealized appreciation
     and  depreciation  on  investments  for Federal income tax purposes were as
     follows:

     Aggregate Investment Cost                    $595,196
                                                  ========
     Aggregate Unrealized:
       Appreciation                               $     14
       Depreciation                                 (2,320)
                                                 --------- 
                                                 ($  2,306)
                                                 ========= 
                                                                            7


<PAGE>
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

                                                       12-31-96     12-31-95(b)
                                                       --------     -----------
SELECTED PER-SHARE DATA(a)
- --------------------------
NET ASSET VALUE, BEGINNING OF PERIOD                   $  9.98    $ 10.00
INCOME FROM INVESTMENT OPERATIONS:
   Net Investment Income                                  0.31       0.04
   Net Realized and Unrealized Gains
    (Losses) on Investments                               0.97      (0.02)
                                                       -------    ------- 
Total from Investment Operations                          1.28       0.02
LESS DISTRIBUTIONS:
   From Net Investment Income                            (0.31)     (0.04)
   From Net Realized Gains                               (0.64)        __
                                                       -------    ------- 
Total Distributions                                      (0.95)     (0.04)
                                                       -------    ------- 
NET ASSET VALUE, END OF PERIOD                         $ 10.31    $  9.98
                                                       =======    =======

TOTAL RETURN                                            +12.9%      +0.2%

RATIOS AND SUPPLEMENTAL DATA
- ----------------------------
Net Assets, End of Period (In Thousands)              $    566    $   499
Ratio of Expenses to Average Net Assets                   2.0%       1.6%*
Ratio of Net Investment Income to Average Net Assets      3.1%       4.3%*
Portfolio Turnover Rate                                   0.0%       0.0%



*    Calculated on an annualized basis.
(a)  Information  presented  relates  to a share of  capital  stock of the Fund,
     outstanding for the entire period.
(b)  Inception date is November 30, 1995. Total return is not annualized.






REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------
To the Shareholders and Board of Directors of the
Strong Asset Allocation Fund II

We have audited the  accompanying  statement of assets and liabilities of Strong
Asset Allocation Fund II (one of the portfolios constituting the Strong Variable
Insurance Funds, Inc.), including the schedule of investments in securities,  as
of December 31, 1996, and the related  statement of operations for the year then
ended,  and the statement of changes in net assets and the financial  highlights
for the year ended  December 31, 1996 and for the period from  November 30, 1995
(inception)  to December 31, 1995.  These  financial  statements  and  financial
highlights are the responsibility of the Fund's  management.  Our responsibility
is to express an opinion on these financial  statements and financial highlights
based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our  procedures  included  confirmation  of securities  owned as of
December 31, 1996 by correspondence  with the custodian.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material respects, the financial position of Strong
Asset  Allocation Fund II as of December 31, 1996, the results of its operations
for the year then  ended,  and the  changes in its net assets and the  financial
highlights for the year ended December 31, 1996 and for the period from November
30, 1995 to December 31, 1995, in conformity with generally accepted  accounting
principles.



COOPERS & LYBRAND L.L.P.


Milwaukee, Wisconsin
February 3, 1997



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