STRONG VARIABLE INS FDS INC
N-30D, 1999-03-04
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                                   THE STRONG
                                   ----------

                                    SCHAFER
                                 VALUE FUND II

                       =================================
                       ANNUAL REPORT o DECEMBER 31, 1998
                       =================================

                               Table of Contents

Investment Review
   The Strong Schafer Value Fund II .......................................2

Financial Information
   Schedule of Investments in Securities ..................................5
   Statement of Assets and Liabilities ....................................6
   Statement of Operations ................................................7
   Statements of Changes in Net Assets ....................................8
   Notes to Financial Statements ..........................................9

Financial Highlights .....................................................10

Report of Independent Accountants ........................................11


                                 [STRONG LOGO]

                            STRONG INVESTMENTS, INC.
                   P.O. Box 2936 o Milwaukee, Wisconsin 53201
             Strong Funds are offered by prospectus only. 10207A99


<PAGE>
                                   =============
                        THE STRONG SCHAFER VALUE FUND II
                        -----------=============--------

FUND 
 HIGHLIGHTS

o    For the fiscal year ended  December 31, 1998, the Strong Schafer Value Fund
     II returned 2.18%, and the S&P 500 Stock Index (S&P 500) returned 28.58%.*

o    The Fund bought more mid-cap  stocks  because they were  generally  cheaper
     than their large-cap counterparts.  However,  investors seeking safety from
     this year's uncertain market conditions favored large-cap stocks,  which we
     continued to sell as they got more expensive.

o    The Fund's  holdings in the  financial  sector were  adversely  affected by
     exposure to weak foreign economies and sluggish earnings reports.

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

            AVERAGE ANNUAL
           TOTAL RETURN(1)

           As of 12-31-98

            1-year        2.18%

   Since Inception        1.10%
     (on 10-10-97)

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

             FIVE LARGEST
            STOCK HOLDINGS
            As of 12-31-98

SECURITY %                OF NET ASSETS

Petroleum Geo-Services
Sponsored ADR                      2.9%

UCAR International, Inc.           2.7%

FDX Corporation                    2.7%

Borg-Warner Automotive, Inc.       2.6%

Diamond Offshore Drilling, Inc.    2.6%

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


PERSPECTIVES
FROM THE MANAGER

/s/ David K. Schafer
David K. Schafer
Portfolio Manager

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

Since beginning my career in the investment  industry over 30 years ago, this is
the most  difficult  period  I've  experienced.  We have stuck to our  long-held
discipline  of selling  stocks when they reach a  price-to-earnings  (P/E) ratio
equal to or higher than that of the S&P 500. As investors  fled to the perceived
"safe haven" of large-cap stocks, the prices and P/E ratios of those stocks rose
steadily.  During the reporting  period,  we sold  Progressive  Corp.,  Northern
Trust, and SBC  Communications--all  large-caps--for that reason. As we sold our
large-cap  holdings,  we replaced  them mostly with  mid-cap  stocks,  which are
currently carrying P/Es well below market levels.

Not only do these  mid-cap  companies  trade more cheaply  than their  large-cap
counterparts,  they typically have better  near-term  earnings growth  prospects
coupled with less exposure to foreign  economies than most large-cap  companies.
Unfortunately,  thus far, low valuations  haven't led to  outperformance.  It is
possible that struggling  foreign economies may not get worse, but it could be a
long  time  before  things  really  start  improving  for  many of the  involved
countries and the companies that do business  there.  We sold Cummins Engine and
Asia Pulp & Paper,  both  companies  with  significant  sales to Asia,  for this
reason. The changes we have made to our

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

                                                 THE CHANGES WE HAVE 

                                                MADE TO OUR PORTFOLIO  

                                                  LINK IT MUCH MORE  

                                                   CLOSELY TO THE

                                                 ECONOMY OF THE U.S., 

                                                 ONE OF THE STRONGEST 

                                                     IN THE WORLD.

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

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

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.

2
<PAGE>


portfolio  link it much more  closely  to the  economy  of the U.S.,  one of the
strongest in the world.

Another factor that had significant  influence on the Fund's performance was our
large holding in the energy sector. Our energy stocks were adversely affected by
a sharp decline in the demand for oil,  coupled with the decline in the price of
the commodity.

Looking forward, we think the market will continue to react in a volatile manner
to economic news. We think the long-running neglect of small- and mid-cap stocks
by  investors  may soon begin to reverse.  We are  positioned  very well to take
advantage of such a change in investor sentiment should it begin. The low prices
at which we now hold our stocks,  combined with their strong  forecast  earnings
growth,  make this one of the cheapest portfolios we have ever owned relative to
the market.

Thank you for your  continued  faith and  perseverance  during  this very trying
period.  We remain  committed to helping you achieve  your long term  investment
goals.


                    GROWTH OF AN ASSUMED $10,000 INVESTMENT
                           From 10-10-97 to 12-31-98

                THE STRONG                           Lipper Growth
              SCHAFER VALUE          S&P 500         & Income Funds
                 FUND II              Index*             Index*

      9-97        10,000              10,000             10,000
     12-97         9,918              10,071             10,209
      3-98        10,720              11,476             11,373
      6-98        10,004              11,855             11,395
      9-98         7,817              10,676              9,974
     12-98        10,135              12,950             11,596


This graph,  prepared in  accordance  with SEC  regulations,  compares a $10,000
investment  in the Fund,  made at its  inception,  with the  performance  of the
Standard & Poor's 500 Stock  Index  ("S&P  500") and the Lipper  Growth & Income
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 in the Fund.

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

*    The S&P 500 is an  unmanaged  index  generally  representative  of the U.S.
     stock market,  without  regard to company size.  The Lipper Growth & Income
     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
     Standard & Poor's Micropal. Source of the Lipper index data is Lipper, Inc.
     


YOUR FUND'S 
 APPROACH

THE STRONG SCHAFER VALUE FUND II USES A STRICT VALUE  APPROACH.  THIS DISCIPLINE
IS APPLIED TO BOTH BUYING AND SELLING.  TO AVOID  PERSONAL  BIAS,  EACH STOCK IS
PROPORTIONED  EQUALLY IN THE FUND WHEN PURCHASED.  THE PRICE PAID FOR A COMPANY,
RELATIVE TO ITS  PROFITS,  MUST BE BELOW THE AVERAGE OF THE S&P 500.  STOCKS ARE
GENERALLY SOLD WHEN THEY BECOME "EXPENSIVE" RELATIVE TO THE S&P 500. THE COMPANY
ALSO MUST HAVE GOOD PROSPECTS FOR INCREASING PROFITS.  THE MANAGER'S FOCUS IS TO
SCRUTINIZE  THESE  PROSPECTS  CAREFULLY.  THE FUND USES THIS  APPROACH TO PURSUE
LONG-TERM CAPITAL APPRECIATION THROUGH INVESTMENTS IN STOCKS.

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

MARKET 
 HIGHLIGHTS

o    An overall healthy  domestic  economy led to the strong  performance of the
     S&P 500 throughout the 12-month period.

o    The S&P 500's  return  masks an  important  split in the market.  Investors
     pursued safety in well-known,  large-cap companies while selling small- and
     mid-cap  stocks.  In the last year, the largest 20 growth  companies in the
     S&P 500 comprised more than 50% of the index's total gains.

o    Asian economic  troubles that started during the fourth quarter of 1997 had
     a negative affect in 1998 on stock markets and economies  around the world,
     including the U.S.


                                                                              3
<PAGE>
<TABLE>

=============================================================================================================
     PORTFOLIO HOLDINGS, EARNINGS PER SHARE ESTIMATES, AND PRICE/EARNINGS RATIOS OF 12-31-98 (UNAUDITED)
=============================================================================================================
<CAPTION>

                                       CLOSING PRICE       EARNINGS PER SHARE      PRICE/EARNINGS RATIO
SECURITY                                 (12-31-98)      1997A    1998E   1999E      1998E     1999E
- -------------------------------------------------------------------------------------------------------------
<S>                                       <C>            <C>      <C>     <C>        <C>       <C>
R & B Falcon Corp                         $ 7.56         $1.29    $1.19   $1.11       6.4       6.8
National Bank Of Canada                    16.12          1.89     2.09    2.28       7.7       7.1
Ucar International Inc                     17.81          3.07     2.27    2.05       7.8       8.7
Owens Corning                              35.44          3.00     3.55    4.00      10.0       8.9
New Holland                                13.69          2.60     1.93    1.50       7.1       9.1
Cleveland-Cliffs Inc                       40.31          4.80     4.67    4.21       8.6       9.6
Harman International                       38.12          1.43     3.17    3.94      12.0       9.7
Northrop Grumman Corp                      73.12          6.10     6.70    7.55      10.9       9.7
PartnerRe Ltd                              45.75          4.48     4.08    4.60      11.2       9.9
Petroleum Geo-Svcs -Spon Adr               15.75          1.09     1.30    1.58      12.1      10.0
Armstrong World Inds Inc                   60.31          5.22     5.40    5.90      11.2      10.2
Old Republic Intl Corp                     22.50          1.88     2.10    2.20      10.7      10.2
Southdown Inc                              59.19          3.90     4.70    5.40      12.6      11.0
Sunoco Inc                                 36.06          2.84     2.62    3.24      13.8      11.1
Ford Motor Company                         58.69          4.86     5.20    5.16      11.3      11.4
Borg-Warner Automotive Inc                 55.81          4.31     3.99    4.86      14.0      11.5
Sears Roebuck & Co                         42.50          3.27     3.30    3.68      12.9      11.5
Lafarge Corp                               40.50          2.50     3.30    3.45      12.3      11.7
Diamond Offshore Drilling                  23.69          1.93     2.63    2.00       9.0      11.8
KLM Royal Dutch Air                        30.00          3.04     2.81    2.48      10.7      12.1
Philips Electronics                        67.69          4.60     3.96    5.50      17.1      12.3
BankAmerica Corp                           60.12          4.28     3.65    4.75      16.5      12.7
Champion Enterprises Inc                   27.37          1.45     1.92    2.15      14.3      12.7
Kansas City Power & Light                  29.62          1.77     2.19    2.29      13.5      12.9
Burlington Northern Santa Fe               34.25          2.00     2.40    2.60      14.3      13.2
Arrow Electronics Inc                      26.69          2.05     1.60    2.00      16.7      13.3
DaimlerChrysler                            96.06            NA     6.22    7.16      15.4      13.4
Storage Technology Corp                    35.69          1.88     2.04    2.65      17.5      13.5
Berkley Corp                               34.06          2.74     2.20    2.50      15.5      13.6
Chase Manhattan Corp                       71.00          4.20     4.40    5.00      16.1      14.2
SLM Holding Corp                           48.00          2.80     2.75    3.35      17.5      14.3
Paine Webber Group Inc                     38.62          3.00     2.65    2.70      14.6      14.3
Avnet Inc                                  60.50          4.03     3.82    4.22      15.9      14.4
IBP Inc                                    29.12          1.25     2.04    1.90      14.3      15.3
Western Resources Inc                      33.25         (0.48)    2.58    2.21      12.9      15.0
Summit Bancorp                             43.69          2.09     2.65    2.85      16.5      15.3
May Department Stores Co                   60.37          2.85     3.42    3.77      17.6      16.0
Merrill Lynch & Co                         66.75          4.83     3.50    4.15      19.1      16.1
Wells Fargo Company                        39.94          1.48     1.80    2.25      22.2      17.8
Mellon Bank Corp                           68.75          2.90     3.25    3.60      21.2      19.1
Phillips Petroleum Co                      42.62          3.46     1.66    2.20      25.7      19.4
FDX Corp.                                  89.19          2.25     3.88    4.31      23.0      20.7
Kansas City Southern Inds                  49.19          1.30     1.85    2.10      26.6      23.4

S&P 500 INDEX:                         $1,229.00        $45.36   $45.46  $47.17      27.0      26.1
STRONG SCHAFER VALUE FUND II AVERAGES                                                14.3      12.9
% DISCOUNT                                                                          -47.0%    -50.5%

A=ACTUAL    E=ESTIMATE
</TABLE>

4
<PAGE>

SCHEDULE OF INVESTMENTS IN SECURITIES                          DECEMBER 31, 1998
- --------------------------------------------------------------------------------
================================================================================
                          STRONG SCHAFER VALUE FUND II
================================================================================
                                                   Shares or
                                                   Principal       Value
                                                     Amount       (Note 2)
- --------------------------------------------------------------------------------
COMMON STOCKS 97.4%
Aerospace & Defense 2.4%
Northrop Grumman Corporation                         1,300        $ 95,062

Airline 5.1%
FDX Corporation (b)                                  1,200         106,800
KLM Royal Dutch Airlines                             3,300          99,000
                                                                  --------
                                                                   205,800

Auto & Truck Parts 2.6%
Borg-Warner Automotive, Inc.                         1,900         106,044

Automobile 3.8%
DaimlerChrysler AG (b)                                 900          86,456
Ford Motor Company                                   1,100          64,556
                                                                  --------
                                                                   151,012

Banks 12.9%
BankAmerica Corporation                              1,200          72,150
The Chase Manhattan Corporation                      1,350          91,884
Mellon Bank Corporation                              1,300          89,375
National Bank of Canada                              4,900          78,490
Summit Bancorp                                       2,100          91,744
Wells Fargo Company                                  2,400          95,850
                                                                  --------
                                                                   519,493

Brokerage 6.1%
Kansas City Southern Industries, Inc.                1,700          83,619
Merrill Lynch & Company, Inc.                        1,000          66,750
Paine Webber Group, Inc.                             2,500          96,562
                                                                  --------
                                                                   246,931

Building Materials 6.9%
Lafarge Corporation                                  2,400          97,200
Owens Corning                                        2,200          77,962
Southdown, Inc.                                      1,700         100,619
                                                                  --------
                                                                   275,781

Computer Equipment & Service 1.9%
Storage Technology Corporation (b)                   2,100          74,681

Electric Utilities 4.7%
Kansas City Power & Light Company                    3,300          97,762
Western Resources, Inc.                              2,800          93,100
                                                                  --------
                                                                   190,862

Electronic Parts Distribution 6.4%
Arrow Electronics, Inc. (b)                          3,100          82,731
Avnet, Inc.                                          1,300          78,650
Philips Electronics NV ADR                           1,400          94,763
                                                                  --------
                                                                   256,144

Food 1.8%
IBP, Inc.                                            2,500          72,813

Housing Related 6.5%
Armstrong World Industries, Inc.                     1,100          66,344
Champion Enterprises, Inc. (b)                       3,500          95,813
Harman International Industries, Inc.                2,600          99,125
                                                                  --------
                                                                   261,282

Insurance 7.4%
W.R. Berkley Corporation                             2,900          98,781
Old Republic International Corporation               4,600         103,500
PartnerRe, Ltd.                                      2,100          96,075
                                                                  --------
                                                                   298,356

Machinery - Agriculture 2.5%
New Holland NV                                       7,400         101,288

Metals & Mining 4.4%
Cleveland-Cliffs, Inc.                               1,700          68,531
UCAR International, Inc. (b)                         6,100         108,656
                                                                  --------
                                                                   177,187

Oil 4.8%
Phillips Petroleum Company                           2,200          93,775
Sunoco, Inc.                                         2,800         100,975
                                                                  --------
                                                                   194,750

Oil Well Equipment & Service 8.0%
Diamond Offshore Drilling, Inc.                      4,400         104,225
Petroleum Geo-Services Sponsored ADR (b)             7,300         114,975
R&B Falcon Corporation (b)                          13,400         102,175
                                                                  --------
                                                                   321,375

Personal & Commercial Lending 2.4%
SLM Holding Corporation                              2,000          96,000

Railroad 2.4%
Burlington Northern Santa Fe Corporation             2,900          97,875

Retail - Department Store 4.4%
May Department Stores Company                        1,300          78,488
Sears, Roebuck & Company                             2,300          97,750
                                                                  --------
                                                                   176,238
- --------------------------------------------------------------------------
TOTAL COMMON STOCKS (COST $3,741,509)                            3,918,974
- --------------------------------------------------------------------------

SHORT-TERM INVESTMENTS (a) 7.2%
COMMERCIAL PAPER
Interest Bearing, Due Upon Demand
American Family Financial Services, Inc., 5.17%   $    100             100
General Mills, Inc., 5.23%                         119,600         119,600
Pitney Bowes Credit Corporation, 5.23%              14,100          14,100
Wisconsin Corporate Central Credit Union, 5.30%    155,200         155,200
- --------------------------------------------------------------------------
TOTAL SHORT-TERM INVESTMENTS (COST $289,000)                       289,000
- --------------------------------------------------------------------------
TOTAL INVESTMENTS IN SECURITIES (COST $4,030,509) 104.6%         4,207,974
Other Assets and Liabilities, Net (4.6%)                          (185,991)
- --------------------------------------------------------------------------
NET ASSETS 100.0%                                               $4,021,983
==========================================================================

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

Percentages are stated as a percent of net assets.

See Notes to Financial Statements.

                                                                             5
<PAGE>

STATEMENT OF ASSETS AND LIABILITIES
- --------------------------------------------------------------------------------
December 31, 1998

                                                              Strong Schafer
                                                              Value Fund II
                                                              --------------
ASSETS:
  Investments in Securities, at Value (Cost of $4,030,509)      $4,207,974
  Dividends and Interest Receivable                                  4,830
  Other Assets                                                       8,030
                                                                ----------
  Total Assets                                                   4,220,834
                                        
LIABILITIES:
  Payable for Securities Purchased                                 190,792
  Accrued Operating Expenses and Other Liabilities                   8,059
                                                                ----------
  Total Liabilities                                                198,851
                                                                ----------
NET ASSETS                                                      $4,021,983
                                                                ==========

NET ASSETS CONSIST OF:
  Capital Stock (par value and paid-in capital)                 $3,681,833
  Accumulated Net Investment Income                                    292
  Accumulated Net Realized Gain                                    162,386
  Net Unrealized Appreciation                                      177,472
                                                                ----------
  Net Assets                                                    $4,021,983
                                                                ==========

Capital Shares Outstanding (Unlimited Number Authorized)           399,191

NET ASSET VALUE PER SHARE                                           $10.08
                                                                    ======



                       See Notes to Financial Statements.
6
<PAGE>

STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------
For the Year Ended December 31, 1998
        
                                                         Strong Schafer
                                                         Value Fund II
                                                         --------------

INCOME:
  Interest                                                  $  3,799
  Dividends                                                   22,188
                                                            --------
  Total Income                                                25,987
EXPENSES:
  Investment  Advisory  Fees                                  13,864
  Custodian  Fees                                              3,105
  Shareholder  Servicing  Costs                                3,172
  Reports  to  Shareholders                                    2,446
  Professional Fees                                            7,224
  Other                                                        1,567
                                                            --------
  Total Expenses before Waivers                               31,378
  Expense Waivers by Advisor                                 (14,782)
                                                            -------- 
  Expenses, Net                                               16,596
                                                            --------
NET INVESTMENT INCOME                                          9,391

REALIZED AND UNREALIZED GAIN (LOSS):
  Net Realized Gain (Loss) on:
    Investments                                              165,386
    Foreign Currencies                                            (3)
                                                            -------- 
    Net Realized Gain                                        165,383
  Change in Unrealized Appreciation/Depreciation on:
    Investments                                              174,766
    Foreign Currencies                                             7
                                                            --------
    Net Change in Unrealized Appreciation/Depreciation       174,773
                                                            --------
NET GAIN                                                     340,156
                                                            --------

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS        $349,547
                                                            ========



                       See Notes to Financial Statements.

                                                                             7
<PAGE>
<TABLE>

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

                                                                Strong Schafer Value Fund II
                                                             ------------------------------------
<CAPTION>

                                                               Year Ended            Year Ended
                                                              Dec. 31, 1998         Dec. 31, 1997
                                                              -------------         -------------
                                                                                      (Note 1)
<S>                                                            <C>                   <C>   
OPERATIONS:
  Net Investment Income                                        $    9,391             $    890
  Net Realized Gain (Loss)                                        165,383               (2,998)
  Net Change in Unrealized Appreciation/Depreciation              174,773                2,699
                                                               ----------             --------
  Net Increase in Net Assets Resulting from Operations            349,547                  591

DISTRIBUTIONS:
  From Net Investment Income                                       (9,099)                (890)
  In Excess of Net Investment Income                                   --                 (426)
                                                               ----------             -------- 
  Total Distributions                                              (9,099)              (1,316)

CAPITAL SHARE TRANSACTIONS:
  Proceeds from Shares Sold                                     3,118,810              705,151
  Proceeds from Reinvestment of Distributions                       9,099                1,316
  Payment for Shares Redeemed                                    (151,053)              (1,063)
                                                               ----------             -------- 
  Net Increase in Net Assets from Capital Share Transactions    2,976,856              705,404
                                                               ----------             --------
TOTAL INCREASE IN NET ASSETS                                    3,317,304              704,679

NET ASSETS:
  Beginning of Year                                               704,679                   --
                                                               ----------             --------        
  End of Year                                                  $4,021,983             $704,679
                                                               ==========             ========

TRANSACTIONS IN SHARES OF THE FUND:
  Sold                                                            341,863               71,125
  Issued in Reinvestment of Distributions                             931                  136
  Redeemed                                                        (14,752)                (112)
                                                               ----------             -------- 
  Net Increase in Shares of the Fund                              328,042               71,149
                                                               ==========             ========

</TABLE>

                                    See Notes to Financial Statements.

8
<PAGE>

NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
December 31, 1998


1.   ORGANIZATION
     Strong Schafer Value Fund II commenced  operations on October 10, 1997, and
     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 December 31, 1998,  approximately
     70% of the  Fund's  shares  were  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  --  Securities  of the  Fund are  valued  through
          valuations  obtained from a commercial  pricing service or the mean of
          the bid and  asked  prices,  when no last  sales  price is  available.
          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.  The Fund held no  restricted  securities  at December 31,
          1998.

     (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 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  calculated  on  a
          first-in, first-out basis.

     (D)  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.

     (E)  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.

     (F)  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.   RELATED PARTY TRANSACTIONS
     Strong Capital Management, Inc. (the "Advisor"), with whom certain officers
     and directors of the Fund are affiliated,  provides investment advisory 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 certain  expenses at
     their  discretion.  During  1998,  the Fund's  Advisor  voluntarily  waived
     expenses of $10,506. 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. In addition,  the Advisor is compensated for
     certain  other   services   related  to  costs   incurred  for  reports  to
     shareholders.

     Schafer Capital Management, Inc. ("Schafer") manages the investments of the
     Fund under an agreement  with the Advisor.  Schafer is  compensated  by the
     Advisor  (not the  Fund) and bears  all of its own  expenses  in  providing
     subadvisory services.

     The Fund may invest  cash  reserves 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.


                                                                             9
<PAGE>

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------
December 31, 1998

     The  amount  payable to the  Advisor  at  December  31,  1998,  shareholder
     servicing  and  other  expenses  paid  to  the  Advisor  and   unaffiliated
     directors' fees,  excluding the effects of waivers and reimbursements,  for
     the year then ended were $7,932, $211 and $1,500, 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 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 December 31, 1998,  there were no  borrowings  by the Funds  outstanding
     under the LOC.

5.   INVESTMENT TRANSACTIONS
     The  aggregate  purchases  and sales of long term  securities  for the year
     ended December 31, 1998 were $3,887,959 and $1,012,175, respectively.

6.   INCOME TAX INFORMATION
     At December 31, 1998,  the cost of  investments  in securities  for federal
     income  tax  purposes  was  $4,031,027.   Net  unrealized  appreciation  of
     securities was $176,947,  consisting of gross  unrealized  appreciation and
     depreciation of $371,718 and $194,771, respectively.

<TABLE>

FINANCIAL HIGHLIGHTS
- -------------------------------------------------------------------------------------------------------------
STRONG SCHAFER VALUE FUND II
- -------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                   Year Ended
                                                                                -----------------
<S>                                                                             <C>       <C>    

SELECTED PER-SHARE DATA(a)                                                        1998    1997(b)
- -------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period                                            $ 9.90    $10.00
Income From Investment Operations
  Net Investment Income                                                           0.03      0.01
  Net Realized and Unrealizes Gains (Losses) on Investments                       0.18     (0.09)
  -----------------------------------------------------------------------------------------------
  Total from Investment Operations                                                0.21     (0.08)
Less Distributions
  From Net Investment Income                                                     (0.03)    (0.01)
  In Excess of Net Investment Income                                                --     (0.01)
  -----------------------------------------------------------------------------------------------
  Total Distributions                                                            (0.03)    (0.02)
- -------------------------------------------------------------------------------------------------
Net Asset Value, End of Period                                                  $10.08     $9.90
=================================================================================================

RATIOS AND SUPPLEMENTAL DATA
- -------------------------------------------------------------------------------------------------
  Total Return                                                                   +2.2%     -0.8%
  Net Assets, End of Period (In Thousands)                                      $4,022      $705
  Ratio of Expenses to Average Net Assets                                         1.2%      1.5%*
  Ratio of Expenses to Average Net Assets Without Waivers and Absorptions         2.0%      1.5%*
  Ratio of Net Investment Income to Average Net Assets                            0.7%      0.7%*
  Portfolio Turnover Rate                                                        73.3%      3.1%

</TABLE>

*    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 period from  October 10, 1997  (inception)  to December  31,  1997.
     Total return and portfolio turnover rate are not annualized.

See Notes to Financial Statements.


10
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------
To the Board of Directors of the Strong Variable Insurance Funds, Inc. and
the Shareholders of Strong Schafer Value Fund II

In our opinion, the accompanying statement of assets and liabilities,  including
the schedule of  investments,  and the related  statements of operations  and of
changes  in net assets  and the  financial  highlights  present  fairly,  in all
material  respects,  the  financial  position  of Strong  Schafer  Value Fund II
(the "Fund") (one of the portfolios  constituting  the Strong Variable Insurance
Funds, Inc.) at December 31, 1998, the results of its operations, the changes in
its net assets and the financial  highlights for each of the periods  indicated,
in conformity with generally  accepted  accounting  principles.  These financial
statements  and  financial  highlights  (hereafter  referred  to  as  "financial
statements") are the responsibility of the Fund's management; our responsibility
is to express an opinion on these financial  statements based on our audits.  We
conducted our audits of these financial  statements in accordance with generally
accepted auditing  standards which require that we plan and perform the audit to
obtain reasonable  assurance about whether the financial  statements are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting the amounts and  disclosures in the financial  statements,  assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall  financial  statement  presentation.  We believe that our
audits, which included  confirmation of securities owned at December 31, 1998 by
correspondence  with the custodian,  provide a reasonable  basis for the opinion
expressed above.

PricewaterhouseCoopers LLP

Milwaukee, Wisconsin
February 4, 1999



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