STRONG VARIABLE INS FDS INC
N-30D, 1999-09-07
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THE STRONG INTERNATIONAL
STOCK FUND II
- --------------------------------------------------------------------------------
SEMI-ANNUAL REPORT o JUNE 30, 1999

                               TABLE OF CONTENTS

INVESTMENT REVIEW
         The Strong International Stock Fund II ...........................2

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

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



                                 [STRONG LOGO]
                            STRONG INVESTMENTS, INC.
                   P.O. Box 2936 o Milwaukee, Wisconsin 53201
             Strong Funds are offered by prospectus only. 12430H99

                  [PHOTO OF STRONG HEADQUARTERS IN BACKGROUND]
<PAGE>
                                ===================
                     THE STRONG INTERNATIONAL STOCK FUND II
                     -----------===================--------

FUND
 HIGHLIGHTS

o    The Fund  returned  11.27% for the six months ended June 30, 1999.(1)

o    In the last two weeks of April,  a shift in market favor to  cyclicals  and
     away from technology and telecommunication stocks hurt our performance. But
     after the brief  euphoria had subsided,  the same stocks in Europe  quickly
     rebounded  in May and  especially  June,  helping the Fund to  out-perform.
     Meanwhile, superior stock selection in Japan also contributed to the fund's
     outperformance.

o    Despite short-term market trends, the Fund stayed fully invested in stocks.


                      -----------------------------------
                                 AVERAGE ANNUAL
                                TOTAL RETURNS(1)

                                  As of 6-30-99

                                  1-year -0.82%

                                  3-year -3.76%

                              Since Inception 1.01%
                                  (on 10-20-95)
                       -----------------------------------

                              FIVE LARGEST HOLDINGS
                                   BY COUNTRY

                                  As of 6-30-99

                        COUNTRY           % OF NET ASSETS

                        United Kingdom              21.6%
                        Japan                       14.6%
                        France                       9.5%
                        Netherlands                  7.9%
                        Italy                        6.7%

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



PERSPECTIVES
FROM THE MANAGER


/s/ David Lui
David Lui
Portfolio Manager

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

Our previous  overweighting  in Europe helped the Fund's  performance in January
1999,  when  emerging  markets  plunged in the  aftermath  of Brazil's  currency
devaluation.  Emerging  markets  bounced  back in February and  March--but  even
though we were underweighted in these markets,  the Fund continued to outperform
thanks to the strength of our individual  European holdings.  For a short period
in April,  the market's shift toward cyclicals and away from high technology and
telecommunication  stocks hurt us, but this soon  subsided,  and our  selections
rebounded  through  June.

The biggest question facing an international  fund manager is, which region will
provide the highest  return from now to the end of 1999?  We will give our views
by region as follows:

Despite the gloom and doom over economic  growth in Europe,  we believe that the
positive effects of a weak Euro on export-driven European economies will finally
come through in the second half of 1999.  Nonetheless,  we are  concerned  about
bureaucracy that could slow the merger and acquisition process in Europe.  Also,
European  governments may try to spur growth with quick fixes, such as increases
in government  spending.

How  sustainable is the rally in Asia? The prognosis in Japan is getting better,
but it remains to be seen whether the recent  spate of corporate  restructurings
represent solid promises or mere lip service.

                                                     ---------------------------
                                                       ...we believe that the

                                                       positive effects of a

                                                        weak Euro on export-

                                                          driven European

                                                       economies will finally

                                                         come through in the

                                                         second half of 1999.
                                                     ---------------------------
- --------------------------------------------------------------------------------

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 in the Fund's
     return  quotations  has the effect of decreasing  the  performance  quoted.
     Average annual total return and total return measure change in the value of
     an  investment  in the Fund,  assuming  reinvestment  of all  dividends and
     capital gains. Average annual total return reflects annualized change while
     total return reflects aggregate change, and is not annualized.

2
<PAGE>
We believe a weak yen will power  Japan's  export  sector in the second  half of
1999. Further, it's likely that Prime Minister Obuchi would like to serve longer
than his  predecessors,  so he has an incentive  to apply  himself in this area.

Hong Kong basked in the glory of declining interest rates in February and March.
Stable real estate prices after a 50%  correction  will be helpful to an economy
that  depends  to a great  extent  on real  estate  and  banking.  In June,  the
government   announced  the  creation  of  a  giant  mutual  fund  to  ease  the
government's 15% ownership of the nation's total market.  This is very positive,
but  valuations are getting a bit stretched  after the recent rally.  Both China
and Korea still appear to have a long way to go to improve  their  economies and
their markets.

This is a critical  time in global  growth.  We could be on the cusp of a global
slowdown,  or entering a new phase in global expansion.  Whatever the outcome, I
can assure you of an exciting ride into the new millennium. I thank you for your
investment in the Fund, and hope you'll be on that ride with us.


                    GROWTH OF AN ASSUMED $10,000 INVESTMENT
                            From 10-20-95 to 6-30-99
[GRAPH]

                THE STRONG                                      Lipper
               INTERNATIONAL            MSCI EAFE           International
               STOCK FUND II              Index*             Funds Index*
9-95              10,000                  10,000                10,000
12-95             10,261                  10,491                10,321
6-96              11,642                  10,965                11,215
12-96             11,327                  11,126                11,810
6-97              12,307                  12,373                13,457
12-97              9,795                  11,324                12,666
6-98              10,464                  13,127                14,668
12-98              9,327                  13,588                14,269
6-99              10,378                  14,127                15,254

This graph,  provided in  accordance  with SEC  regulations,  compares a $10,000
investment  in the Fund,  made at its  inception,  with the  performance  of the
Morgan Stanley Capital  International  Europe,  Australasia,  and Far East Index
("MSCI  EAFE") and the Lipper  International  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.  To
equalize time periods,  the indices'  performance  was prorated for the month of
October 1995.

- --------------------------------------------------------------------------------
*    The MSCI  EAFE is an  unmanaged  index  generally  representative  of major
     overseas stock markets. MSCI EAFE data is U.S. dollar adjusted.  The Lipper
     International Funds Index is an  equally-weighted  performance index of the
     largest qualifying funds in this Lipper category.  Source of the MSCI index
     data is  Standard & Poor's  Micropal.  Source of the  Lipper  index data is
     Lipper Inc.


YOUR FUND'S
 APPROACH

THE STRONG INTERNATIONAL STOCK FUND II SEARCHES OUTSIDE THE U.S. FOR STOCKS THAT
APPEAR TO HAVE STRONG GROWTH  POTENTIAL  RELATIVE TO THEIR RISK.  OUR THREE-STEP
INVESTMENT PROCESS INVOLVES COUNTRY ALLOCATION, INTENSIVE RESEARCH, AND CURRENCY
MANAGEMENT.  WE EXAMINE THE ECONOMIC  OUTLOOK OF INDIVIDUAL  COUNTRIES TO DECIDE
HOW MUCH OF THE FUND'S  ASSETS--IF  ANY--TO  INVEST IN EACH ONE.  THEN WE CHOOSE
INDIVIDUAL  STOCKS BASED ON RIGOROUS  ANALYSIS  INCORPORATING  INTERVIEWS WITH A
COMPANY'S LEADERSHIP.  WE MAKE TAX EFFICIENCY A PRIORITY AND SOMETIMES INVEST TO
MANAGE RISK FROM FLUCTUATIONS IN FOREIGN CURRENCY VALUES.

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

MARKET
 HIGHLIGHTS

o    The MSCI Europe,  Australasia,  and Far East Index*, the Fund's bench-mark,
     returned 3.97% for the six months ended June 30, 1999.

o    Western Europe led the international markets until the end of January, when
     they were weighted down by the recently ended war in Kosovo.  Macroeconomic
     data out of Continental  Europe in June pointed to a new phase of sustained
     growth.

o    Restructuring plans from blue-chip companies revived the Japanese market in
     March. The rest of Asia rallied strongly in sympathy.

o    The technology and telecommunication  sectors were market darlings up until
     the  second  week  of  April,  when  the  market  made a sharp  shift  into
     cyclicals. However, this proved short-lived.

                                                                             3
<PAGE>

SCHEDULE OF INVESTMENTS IN SECURITIES                  JUNE 30, 1999 (UNAUDITED)
- --------------------------------------------------------------------------------
================================================================================
                       STRONG INTERNATIONAL STOCK FUND II
================================================================================
                                                       Shares or
                                                       Principal        Value
                                                        Amount         (Note 2)
- --------------------------------------------------------------------------------
 COMMON STOCKS 91.5%
 Australia 1.3%
 Cable & Wireless Optus, Ltd. (b)                      104,000      $   238,626
 TABCORP Holdings, Ltd.                                 54,000          366,663
                                                                      ---------
                                                                        605,289
 Canada 4.4%
 BCE Emergis, Inc. (b)                                  10,000          263,626
 Nortel Networks Corporation                            21,600        1,875,150
                                                                      ---------
                                                                      2,138,776
 Egypt 0.0%
 Suez Cement                                               105            1,502

 Finland 6.3%
 Nokia Oyj                                              34,500        3,033,378

 France 9.5%
 Banque Nationale de Paris                              11,500          961,164
 Lagardere S.C.A.                                        9,300          347,279
 Societe Generale                                        2,000          353,558
 Societe Television Francaise                            2,700          631,191
 STMicroelectronics (b)                                 34,000        2,271,956
                                                                      ---------
                                                                      4,565,148
 Germany 4.0%
 Bayerische Motoren Werke AG                               634          437,425
 Mannesmann AG                                          10,000        1,496,777
 Muenchener Rueckversicherungs-Gesellschaft
   Warrants, Expire 6/03/02 (b)                             52            1,560
                                                                      ---------
                                                                      1,935,762
 Greece 1.1%
 National Bank of Greece SA                              1,180           77,451
 Panafon Hellenic Telecom Company SA
 (Acquired 1/04/99 - 1/15/99; Cost $567,384)(b)(d)      19,400          469,469
                                                                      ---------
                                                                        546,920
 Hong Kong 3.3%
 Hutchison Whampoa, Ltd.                                62,000          561,406
 Johnson Electric Holdings, Ltd.                       154,000          635,199
 Li & Fung, Ltd.                                       156,000          374,004
 Peregrine Investment Holdings, Ltd.                   236,000                0
                                                                      ---------
                                                                      1,570,609
 India 0.0%
 UTI-Mastergrowth 93 Fund (b)                           15,100            4,724

 Ireland 1.2%
 Bank of Ireland                                        17,500          295,063
 Elan Corporation PLC Sponsored ADR (b)                  9,600          266,400
                                                                      ---------
                                                                        561,463
 Italy 6.7%
 Banca Poplare di Brescia                               30,000        1,291,242
 Mediaset Spa                                           52,100          465,144
 Mediolanum Spa                                        107,200          825,337
 Telecom Italia Mobile Spa                             106,300          637,089
                                                                      ---------
                                                                      3,218,812
 Japan 14.6%
 Advantest Corporation                                   4,900          537,706
 The Bank of Tokyo - Mitsubishi                         17,000          241,675
 Daiwa Securities Group, Inc.                          141,000          930,693
 Hoya Corporation                                        9,000          507,178
 Keyence Corporation                                     3,300          576,683
 NTT Mobile Communication Network, Inc.                     35          473,597
 Nintendo Company, Ltd.                                  3,900          542,203
 Rohm Company, Ltd.                                      4,000          625,413
 Taisho Pharmaceutical Company, Ltd.                    18,600          613,861
 Takeda Chemical Industries                             10,000          462,871
 Tokyo Electron, Ltd.                                   13,000          880,611
 Tokyo Seimitsu Company, Ltd.                            9,600          610,694
                                                                      ---------
                                                                      7,003,185
 Kazakhstan 0.2%
 Firebird Republics Fund, Ltd. (b)                       1,280           75,081

 Mexico 0.8%
 Fomento Economico Mexicano, SA de
 CV Sponsored ADR                                        9,100          362,863

 Netherlands 7.9%
 ASM Lithography Holding NV                             39,000        2,263,164
 Koninklijke Ahold NV                                   16,650          575,240
 Vendex NV                                              17,500          468,842
 Verenigde Nederlandse Uitgeversbedrijven NV            12,800          513,062
                                                                      ---------
                                                                      3,820,308
 Portugal 0.6%
 Brisa-Auto Estradas de Portugal SA                      7,400          306,182

 Romania 0.2%
 The Romanian Investment Fund, Ltd. (b)                    300          115,500

 Singapore 2.8%
 City Developments, Ltd.                                63,000          403,941
 The Development Bank of Singapore, Ltd. (Fgn Reg)      45,000          550,588
 Singapore Press Holdings, Ltd.                         24,000          409,412
                                                                      ---------
                                                                      1,363,941
 Spain 1.4%
 Banco Santander Central Hispano SA                     38,126          398,319
 Tabacalera SA                                          13,000          263,565
                                                                      ---------
                                                                        661,884
 Sweden 1.2%
 Skandia Forsakrings AB                                 30,500          574,619

 Switzerland 2.0%
 Adecco SA - Registered Shares                             861          462,808
 Zurich Allied AG                                          850          484,868
                                                                      ---------
                                                                        947,676
 United Kingdom 21.6%
 Cable & Wireless Communications PLC (b)                79,000          759,860
 Dixons Group PLC                                      120,300        2,247,815
 Energis PLC (b)                                        65,200        1,555,475
 GKN PLC                                                19,300          329,581
 Hays PLC                                               47,700          502,801
 Kingfisher PLC                                         34,500          397,118
 Legal & General Group PLC                             235,200          598,944
 Lloyds TSB Group PLC                                   53,500          725,486
 Misys PLC                                              42,300          362,174
 National Express Group PLC                             42,300          675,324
 Vodafone Airtouch PLC                                  79,000        1,557,090
 WPP Group PLC                                          80,700          682,684
                                                                     ----------
                                                                     10,394,352
 United States 0.4%
 Global Crossing, Ltd. (b)                               4,585          195,436
 -------------------------------------------------------------------------------
 TOTAL COMMON STOCKS (COST $35,117,728)                              44,003,410
 -------------------------------------------------------------------------------
 SHORT-TERM INVESTMENTS (a) 8.6%
 COMMERCIAL PAPER 0.0%
 INTEREST BEARING, DUE UPON DEMAND
 United States
 United States Cayman Eurodollar Call Deposit,
   3.75%                                              $ 11,000           11,000

 Government & Agency Issues 1.1%
 United States
 United States Treasury Bills, Due 7/22/99 (c)         343,000          342,168
 United States Treasury Bills, Due 9/16/99 (c)         200,000          198,049
                                                                      ---------
                                                                        540,217
4
<PAGE>
- --------------------------------------------------------------------------------
================================================================================
                 STRONG INTERNATIONAL STOCK FUND II (CONTINUED)
================================================================================

                                                     Shares or
                                                     Principal          Value
                                                      Amount          (Note 2)
- --------------------------------------------------------------------------------
 Time Deposits 7.5%
 United States
 Dresdner Bank, 5.75%, Due 7/01/99                  $2,000,000       $2,000,000
 Wachovia Grand Cayman, 5.25%, Due 7/01/99           1,600,000        1,600,000
                                                                     ----------
                                                                      3,600,000
- --------------------------------------------------------------------------------
TOTAL SHORT-TERM INVESTMENTS (COST $4,151,182)                        4,151,217
- --------------------------------------------------------------------------------
TOTAL INVESTMENTS IN SECURITIES (COST $39,268,910) 100.1%             48,154,627
Other Assets and Liabilities, Net (0.1%)                                (47,114)
- --------------------------------------------------------------------------------
NET ASSETS 100.0%                                                    $48,107,513
================================================================================

FUTURES
- --------------------------------------------------------------------------------
                                                  Underlying
                              Expiration          Face Amount        Unrealized
                                 Date              at Value         Appreciation
- --------------------------------------------------------------------------------
Purchased:
  53 Nikkei 225 (OSE) Index      9/99             $7,689,028           $340,962


FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS
- --------------------------------------------------------------------------------
                                                                    Unrealized
                                      Settlement       Value       Appreciation
                                        Date          in USD      (Depreciation)
- --------------------------------------------------------------------------------
Sold:
  240,000,000 JPY                      7/23/99      $1,987,754          $41,930
  512,000,000 JPY                      8/12/99       4,251,224           26,924
  183,000,000 JPY                      9/24/99       1,529,465          (12,681)


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

Percentages are stated as a percent of net assets.

See Notes to Financial Statements.




                                                                              5
<PAGE>

STATEMENT OF ASSETS AND LIABILITIES
- --------------------------------------------------------------------------------
June 30, 1999 (Unaudited)
                                                            Strong International
                                                               Stock Fund II
                                                            --------------------
ASSETS:
 Investments in Securities, at Value (Cost of $39,268,910)          $48,154,627
 Receivable for Securities Sold                                          56,172
 Dividends and Interest Receivable                                       63,063
                                                                   ------------
 Total Assets                                                        48,273,862

LIABILITIES:
 Accrued Operating Expenses and Other Liabilities                       166,349
                                                                   ------------
NET ASSETS                                                          $48,107,513
                                                                   ============
NET ASSETS CONSIST OF:
 Capital Stock (par value and paid-in capital)                       56,856,196
 Undistrubuted Net Investment Income                                     34,174
 Accumulated Net Realized Loss                                      (18,064,607)
 Net Unrealized Appreciation                                          9,281,750
                                                                   ------------
 Net Assets                                                         $48,107,513
                                                                   ============
Capital Shares Outstanding (Unlimited Number Authorized)              4,942,244

NET ASSET VALUE PER SHARE                                                 $9.73
                                                                          =====


STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------
For the Six Months Ended June 30, 1999 (Unaudited)

                                                            Strong International
                                                               Stock Fund II
                                                            --------------------
INCOME:
 Dividends (net of withholding taxes of $25,222)                     $  260,343
 Interest                                                                35,889
                                                                     ----------
 Total Income                                                           296,232
EXPENSES:
 Investment Advisory Fees                                               227,460
 Custodian Fees                                                          16,300
 Other                                                                   18,298
                                                                     ----------
 Total Expenses                                                         262,058
                                                                     ----------
NET INVESTMENT INCOME                                                    34,174

REALIZED AND UNREALIZED GAIN (LOSS):
 Net Realized Gain (Loss) on:
  Investments                                                         1,005,433
  Futures Contracts and Forward Foreign Currency Contracts               24,015
  Foreign Currencies                                                     (4,688)
                                                                     ----------
  Net Realized Gain                                                   1,024,760
 Net Change in Unrealized Appreciation/Depreciation on:
  Investments                                                         3,872,142
  Futures Contracts and Forward Foreign Currency Contracts              397,135
  Foreign Currencies                                                     (3,704)
                                                                     ----------
  Net Change in Unrealized Appreciation/Depreciation                  4,265,573
                                                                     ----------
NET GAIN ON INVESTMENTS                                               5,290,333
                                                                     ----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                 $5,324,507
                                                                     ==========

                       See Notes to Financial Statements.

6
<PAGE>

<TABLE>
STATEMENTS OF CHANGES IN NET ASSETS
- -----------------------------------------------------------------------------------------------
<CAPTION>

                                                              Strong International Stock Fund II
                                                              ----------------------------------
                                                                Six Months Ended    Year Ended
                                                                 June 30, 1999     Dec. 31, 1998
                                                              ------------------- --------------
                                                                   (Unaudited)
OPERATIONS:
<S>                                                               <C>             <C>
  Net Investment Income                                              $    34,174     $   169,346
  Net Realized Gain (Loss)                                             1,024,760     (13,833,706)
  Net Change in Unrealized Appreciation/Depreciation                   4,265,573      11,702,258
                                                                     -----------     -----------
  Net Increase (Decrease) in Net Assets Resulting from Operations      5,324,507      (1,962,102)

DISTRIBUTIONS:
  From Net Investment Income                                            (177,022)       (642,787)

CAPITAL SHARE TRANSACTIONS:
  Proceeds from Shares Sold                                           61,823,329      62,818,720
  Proceeds from Reinvestment of Distributions                            179,420         642,787
  Payment for Shares Redeemed                                        (66,323,478)    (73,396,714)
                                                                     -----------     -----------
  Net Decrease in Net Assets from Capital Share Transactions          (4,320,729)     (9,935,207)
                                                                     -----------     -----------
TOTAL INCREASE (DECREASE) IN NET ASSETS                                  826,756     (12,540,096)

NET ASSETS:
  Beginning of Period                                                 47,280,757      59,820,853
                                                                     -----------     -----------
  End of Period                                                      $48,107,513     $47,280,757
                                                                     ===========     ===========
TRANSACTIONS IN SHARES OF THE FUND:
  Sold                                                                 6,670,360       6,670,162
  Issued in Reinvestment of Distributions                                 19,869          63,075
  Redeemed                                                            (7,135,159)     (7,763,041)
                                                                     -----------     -----------
  Net Decrease in Shares of the Fund                                    (444,930)     (1,029,804)
                                                                     ===========     ===========

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

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

1.   ORGANIZATION
     Strong  International  Stock  Fund II is a  diversified  series  of  Strong
     Variable Insurance Funds, Inc., an open-end  management  investment company
     registered  under the  Investment  Company Act of 1940. The Fund offers and
     sells its shares only to separate  accounts of insurance  companies for the
     purpose of funding variable annuity and variable life insurance  contracts.
     At June 30, 1999,  approximately  84% of the Fund's shares are owned by the
     separate accounts of one insurance company.

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 of 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  last sale or bid  prices are
          used. Securities for which market 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 Board of Directors.  Securities which are purchased
          within 60 days of their stated  maturity are valued at amortized cost,
          which approximates fair 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.   Aggregate  cost  and  fair  value  of  these  restricted
          securities   held  at  June  30,  1999  were  $567,384  and  $469,469,
          respectively, representing 1.0% of the net assets of the Fund.

     (B)  Federal Income and Excise Taxes and  Distributions  to Shareholders --
          The Fund  intends  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  for  financial  statement
          purposes may differ from the  characterization  for federal income tax
          purposes due to differences  in the  recognition of income and expense
          items for financial  statement and tax  purposes.  Where  appropriate,
          reclassifications  between  net  asset  accounts  are  made  for  such
          differences that are permanent in nature.

          The Fund  generally  pays  dividends  from net  investment  income and
          distributes any net capital gains that it realizes annually.

     (C)  Realized  Gains and Losses on  Investment  Transactions  -- Investment
          security  transactions  are  recorded as of the trade  date.  Gains or
          losses  realized  on  investment  transactions  are  determined  on  a
          first-in, first-out basis.

     (D)  Certain   Investment   Risks  --  The  Fund  may  utilize   derivative
          instruments  including  options,  futures and other  instruments  with
          similar  characteristics  to the extent that they are consistent  with
          the Fund's investment objectives and limitations.  The Fund intends to
          use such  derivative  instruments  primarily  to hedge or protect from
          adverse  movements in securities  prices or interest rates. The use of
          these  instruments  may  involve  risks  such  as the  possibility  of
          illiquid  markets or  imperfect  correlation  between the value of the
          instruments and the underlying  securities,  or that the  counterparty
          will fail to perform its obligations.

          Investments in foreign  denominated assets or forward foreign currency
          contracts may involve greater risks than domestic investments,  due to
          currency, political and economic, regulatory and market risks.

     (E)  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.  Additional  securities held by
          the Fund may be designated  as  collateral on open futures  contracts.
          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.

     (F)  Options -- The Fund may write put or call 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.

8
<PAGE>

     (G)  Foreign Currency Translation -- Investment securities and other assets
          and  liabilities   initially   expressed  in  foreign  currencies  are
          converted  to  U.S.  dollars  based  upon  currency   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.

     (H)  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.

     (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 in these  financial  statements.  Actual  results could differ
          from those estimates.

     (J)  Other  --  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.   RELATED PARTY TRANSACTIONS
     Strong Capital Management, Inc. (the "Advisor"), with whom certain officers
     and  directors of the Fund are  affiliated,  provides  investment  advisory
     services and shareholder  recordkeeping  and related  services to the Fund.
     Investment  advisory fees,  which are  established by terms of the Advisory
     Agreement,  are based on an  annualized  rate of 1.00% of the average daily
     net  assets of the  Fund.  Based on the  terms of the  Advisory  Agreement,
     advisory  fees and other  expenses  will be waived  by the  Advisor  if the
     Fund's operating  expenses exceed 2% of the average daily net assets of the
     Fund.  In  addition,  the Fund's  Advisor may  voluntarily  waive or absorb
     certain expenses at their discretion. Shareholder recordkeeping and related
     service  fees are based on the  lesser of various  agreed-upon  contractual
     percentages of the average daily net assets of the Fund or a  contractually
     established rate for each participant  account.  The Advisor is compensated
     for  certain  other  services  related  to costs  incurred  for  reports to
     shareholders.

     The Fund may invest cash in money market funds sponsored and managed by the
     Advisor, subject to certain limitations. The terms of such transactions are
     identical to those of non-related  entities except that, to avoid duplicate
     investment  advisory  fees,  advisory  fees of the Fund are  reduced  by an
     amount  equal to  advisory  fees paid to the Advisor  under its  investment
     advisory agreement with the money market funds.

     The amount payable to the Advisor at June 30, 1999,  shareholder  servicing
     and other expenses paid to the Advisor,  and  unaffiliated  directors' fees
     for the six months then ended, were $5,039, $30,402 and $750, respectively.

4.   LINE OF CREDIT
     The Strong Funds have established a line of credit  agreement  ("LOC") with
     certain  financial  institutions  to be used  for  temporary  or  emergency
     purposes,  primarily for financing redemption payments. Combined borrowings
     among all  participating  Strong Funds are subject to a $350 million cap on
     the total line of credit.  For individual  Funds,  borrowings under the LOC
     are  limited to either  the lesser of 15% of the market  value of total net
     assets  or  any  explicit   borrowing  limits  in  the  Fund's  prospectus.
     Borrowings under the LOC bear interest based on prevailing  market rates as
     defined in the LOC. A  commitment  fee of .07% per annum is incurred on the
     unused portion of the line of credit and is allocated to all  participating
     Strong  Funds.  At June 30,  1999,  there  were no  borrowings  by the Fund
     outstanding under the LOC.

5.   INVESTMENT TRANSACTIONS
     The  aggregate  purchases  and sales of  long-term  securities  for the six
     months ended June 30, 1999 were $28,702,515 and $36,482,531, respectively.

6.   INCOME TAX INFORMATION
     At June 30, 1999,  the cost of investments in securities for federal income
     tax purposes was $40,730,811. Net unrealized appreciation of securities was
     $7,423,816, consisting of gross unrealized appreciation and depreciation of
     $9,336,381 and $1,912,565, respectively. At December 31, 1998, the Fund had
     a capital  loss  carryover  of  $16,861,042,  which  expires  in 2006.

     For corporate  shareholders  in the Fund, the percentage of dividend income
     distributed  for the year ended  December 31, 1998 which is  designated  as
     qualifying for the dividends-received deduction was 0.2% (unaudited).

                                                                               9

<PAGE>
<TABLE>

FINANCIAL HIGHLIGHTS
- ----------------------------------------------------------------------------------------------------------------------------
<CAPTION>
STRONG INTERNATIONAL STOCK FUND II
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                       PERIOD ENDED
- ----------------------------------------------------------------------------------------------------------------------------
                                                                  June 30,    Dec.31,     Dec. 31,    Dec. 31      Dec. 31,
Selected Per-Share Data(a)                                         1999(b)     1998        1997         1996        1995(c)
<S>                                                              <C>          <C>        <C>         <C>           <C>
- -----------------------------------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period                              $8.78       $9.32       $11.23      $10.22       $10.00
Income From Investment Operations
  Net Investment Income                                            0.01        0.03         0.06        0.03         0.01
  Net Realized and Unrealized Gains (Losses) on Investments        0.98       (0.46)       (1.50)       1.03         0.25
- -----------------------------------------------------------------------------------------------------------------------------
  Total from Investment Operations                                 0.99       (0.43)       (1.44)       1.06         0.26
Less Distributions
  From Net Investment Income                                      (0.04)      (0.11)       (0.06)      (0.03)       (0.01)
  In Excess of Net Investment Income                                 --          --        (0.12)      (0.02)       (0.03)
  From Net Realized Gains                                            --          --        (0.29)         --           --
- -----------------------------------------------------------------------------------------------------------------------------
Total Distributions                                               (0.04)      (0.11)       (0.47)      (0.05)       (0.04)
- -----------------------------------------------------------------------------------------------------------------------------
Net Asset Value, End of Period                                    $9.73       $8.78       $ 9.32      $11.23       $10.22
=============================================================================================================================
Ratios and Supplemental Data
- -----------------------------------------------------------------------------------------------------------------------------
  Total Return                                                   +11.3%       -4.8%       -13.5%      +10.4%        +2.6%
  Net Assets, End of Period (In Millions)                           $48         $47          $60         $75           $2
  Ratio of Expenses to Average Net Assets                          1.1%*       1.6%         1.5%        1.9%         2.0%*
  Ratio of Net Investment Income to Average Net Assets             0.1%*       0.3%         0.6%        0.4%         1.0%*
  Portfolio Turnover Rate                                         63.7%      255.2%       169.2%      126.0%        26.9%


  * Calculated on an annualized basis.
(a) Information presented relates to a share of capital stock of the Fund outstanding for the entire period.
(b) For the six months ended June 30, 1999 (unaudited).
(c) For the period from October 20, 1995 (inception) to December 31, 1995.







                                                     See Notes to Financial Statements.

10
</TABLE>
<PAGE>

NOTES
- --------------------------------------------------------------------------------


                                                                              11
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