STRONG EQUITY FUNDS INC
N-30D, 1999-09-07
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                                                       [STRONG LOGO]

     THE STRONG
     AGGRESSIVE
     GROWTH FUNDS
- --------------------------------------------------------------------
     SEMI-ANNUAL REPORT o JUNE 30, 1999


                       [PICTURE OF STRONG FUNDS BUILDING]

     The Strong Enterprise Fund

     The Strong Growth 20 Fund

     The Strong Small Cap Value Fund

     The Strong U.S. Emerging Growth Fund

<PAGE>
                            LETTER FROM THE CHAIRMAN

Dear Strong Investor,

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

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

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

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

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

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

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

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

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

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

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

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

                                                  /s/ Dick
<PAGE>

                                   THE STRONG
                               AGGRESSIVE GROWTH
                                     FUNDS
                            -------------------------
                       SEMI-ANNUAL REPORT o JUNE 30, 1999

                                TABLE OF CONTENTS

INVESTMENT REVIEW
     The Strong Enterprise Fund ......................................2
     The Strong Growth 20 Fund .......................................4
     The Strong Small Cap Value Fund .................................6
     The Strong U.S. Emerging Growth Fund ............................8

FINANCIAL INFORMATION
     Schedules of Investments in Securities .........................10
     Statements of Assets and Liabilities ...........................15
     Statements of Operations .......................................16
     Statements of Changes in Net Assets ............................17
     Notes to Financial Statements ..................................19

FINANCIAL HIGHLIGHTS ................................................22

<PAGE>
                                     ============
                           THE STRONG ENTERPRISE FUND
- -------------------------------------============-------------------------------

FUND
 HIGHLIGHTS

o    The Fund  returned  40.62% for the six months  ended June 30,  1999.(1) Our
     Fund has the flexibility to invest in both large and small stocks, and will
     seek to emphasize the most timely segments of the market.

o    The Fund's performance  benefited from significant  involvement in Internet
     stocks  early in the  year,  and a  substantial  weighting  in  retail  and
     semiconductor-related   stocks,   two  industries   sensitive  to  economic
     activity, added to our gains later in the first half.

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

           TOTAL RETURN(1)

            As of 6-30-99

   Since Inception       107.32%
      (on 9-30-98)

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

             FIVE LARGEST
            STOCK HOLDINGS

            As of 6-30-99

SECURITY                % OF NET ASSETS

Applied Materials, Inc.            5.3%

PRI Automation, Inc.               5.2%

SanDisk Corporation                4.9%

Polycom, Inc.                      4.1%

ASM Lithography Holding NV         4.1%

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


PERSPECTIVES
FROM THE MANAGER

/s/ Drew Cupps
Drew Cupps
Portfolio Manager

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

The market  environment has continued to provide many  investment  opportunities
for the Strong Enterprise Fund. Our team strives to go beyond mere technological
change to also  consider  changes in the  investment  and economic  environment.
Enterprise also has an all-cap  format,  so we can and do pursue the best growth
opportunities in the economy, whether large or small. We believe this format may
be particularly important as the strong economy allows more small- and mid-sized
companies to post attractive results.

One investment  theme that was very important to our portfolio  during the first
half of 1999 was the rebound of the semiconductor  industry. For the duration of
the Asian economic  crisis,  semiconductor  chip makers and equipment  companies
suffered from soft demand. As confidence has returned, so has the world's demand
for  semiconductors--which  are used in many  products  such as  mobile  phones,
computer modems,  children's toys, and automobiles.  Applied Materials and other
leading companies in the industry,  including PRI Automation,  Credence Systems,
and ASM Lithography, were important contributors to the Fund this period.

Our research team  constantly  searches for forces or events that will affect an
industry --changes that will create an investment opportunity.  For many months,
we have been working on the effect digital  photography  will have on the camera
and film market. We found market estimates pegging the digital camera

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

                                                      ONE INVESTMENT

                                                      THEME THAT WAS

                                                     VERY IMPORTANT TO

                                                    OUR PORTFOLIO DURING

                                                   THE FIRST HALF OF 1999

                                                    WAS THE REBOUND OF

                                                     THE SEMICONDUCTOR

                                                          INDUSTRY.

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

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

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

2
<PAGE>

market at 29  million  units in 2002 vs. 2 million in 1998  (International  Data
Corp., 5/99)--that is the kind of market growth we like as our backdrop! SanDisk
Corporation,  a leader in the type of computer memory that acts as the "film" in
a  digital  camera,  was a top  performer  for our Fund this  period.  SanDisk's
products  are  also  being  used  in two  other  potentially  explosive  product
categories, the MP3 audio player market and the handheld computer market, so the
company may experience healthy demand for quite some time.

We believe that the investment  environment is changing and two major forces are
at work now and will be for the next several quarters.  One of these forces, not
to be  underestimated,  is the  acceleration of the Information  Age. The second
force is the  increasing  strength of the world  economy.  The strong economy is
very  positive for  corporate  earnings,  but also  threatens to raise  interest
rates. We believe this type of market makes research and stock selection all the
more  valuable  and may continue to broaden the market.  We remain  dedicated to
investing in those companies best  positioned to benefit from these changes.  We
are enthusiastic  about the opportunities and encourage you to adopt a long-term
time horizon for your  Enterprise  investment due to the volatility  inherent in
the stocks of rapidly growing companies.


                     GROWTH OF AN ASSUMED $10,000 INVESTMENT
                             From 9-30-98 to 6-30-99

[GRAPH]
                THE STRONG           S&P MidCap 400        Lipper Mid Cap
              ENTERPRISE FUND         Stock Index*          Funds Index*
9-98              10,000                 10,000                10,000
12-98             14,743                 12,819                12,374
3-99              17,255                 12,001                12,471
6-99              20,732                 13,700                13,846


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
Standard & Poor's  MidCap 400 Stock Index ("S&P  MidCap") and the Lipper Mid Cap
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 will vary,  and you may have a gain or
loss when you sell shares.

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

*    The S&P MidCap is an unmanaged index generally  representative  of the U.S.
     market for medium capitalization  stocks. The Lipper Mid Cap Funds Index is
     an  equally-weighted  performance index of the largest  qualifying funds in
     this Lipper  category.  The Russell  2500(TM)  Growth Index is an unmanaged
     index generally representative of the U.S. market for small to medium-small
     capitalization   stocks.  It  contains   securities  that  growth  managers
     typically  select from the Russell  2500(TM)  Index.  Source of the S&P and
     Russell  index  data is  Standard & Poor's  Micropal.  Source of the Lipper
     index data is Lipper Inc.


YOUR FUND'S
 APPROACH

THE STRONG  ENTERPRISE FUND SEEKS TO CAPTURE THE GROWTH OF LEADING  COMPANIES IN
RAPIDLY GROWING  INDUSTRIES.  THE PACE OF ADVANCEMENT AND CHANGE IN THE WORLD IS
ACCELERATING.  WE SEEK TO RESEARCH AND  UNDERSTAND  THE DIRECTION THAT THE WORLD
AND THE  ECONOMY  ARE  MOVING,  AND TO  DEVELOP  INVESTMENT  THEMES  IN ORDER TO
CAPITALIZE  ON THE  OPPORTUNITIES  CREATED BY THOSE  CHANGES.  OUR FUND DOES NOT
CONCENTRATE ON A PARTICULAR  SIZE COMPANY,  RATHER WE SEARCH FOR GREAT COMPANIES
LARGE AND SMALL THAT ARE POSITIONED TO GROW THEIR REVENUE AND EARNINGS RAPIDLY.

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

MARKET
 HIGHLIGHTS

o    The Fund handily  outperformed the Russell 2500(TM) Growth Index, which was
     up 15.58% and the S&P MidCap, which was up 6.87% during the period.*

o    The vigorous U.S.  economy has raised the prospect of higher interest rates
     and already caused the Federal Reserve to hike rates  one-quarter  point in
     late June.

o    The stock market  began to broaden out during this  period.  This means the
     advance  that had been led by large  growth  stocks  for over two years has
     expanded to include small- and mid-sized  growth  stocks,  as well as value
     stocks.

                                                                               3
<PAGE>
                                     ===========
                           THE STRONG GROWTH 20 FUND
- -------------------------------------===========--------------------------------

FUND
 HIGHLIGHTS

o    The Strong Growth 20 Fund returned 21.53% for the six months ended June 30,
     1999. The Fund's  one-year  average  annual total return was 43.89%.  Since
     inception (6-30-97), the Fund has an average annual return of 37.44%.(1)

o    Communications,   telecom,  Internet  infrastructure  builders,   broadband
     access,  and retail  category  leaders with strong revenue growth have been
     the Fund's key performers during the first half of 1999.

o    Biotech  companies,  such as BIOGEN,  have been the Fund's most  attractive
     healthcare holdings.

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

            AVERAGE ANNUAL
           TOTAL RETURNS(1)

            As of 6-30-99

          1-year        43.89%

 Since Inception        37.44%
    (on 6-30-97)

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

             FIVE LARGEST
            STOCK HOLDINGS

            As of 6-30-99

SECURITY                % OF NET ASSETS

Cisco Systems, Inc.                8.9%

Tyco International, Ltd.           7.0%

Circuit City Stores, Inc.          6.6%

Uniphase Corporation               5.9%

Kohl's Corporation                 5.5%

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


PERSPECTIVES
FROM THE MANAGER

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

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

After the Federal  Reserve cut  interest  rates last fall,  the stock market was
liquidity-driven  (money  coming  into the market) and in the first phase of the
new advance,  it was driven by rising  price-earnings  ratios.  The large growth
stocks  received  almost all the  attention  because the world economy was still
slow, causing corporate earnings to be very weak at year-end.

Now we think  the  market  has  entered a new phase  that sees  world  economies
picking up. In the U.S., the consumer is in a strong spending phase and interest
rates are rising with the new  economic  strength.  The market has  broadened to
include more cyclical and smaller  companies.  We are now in an  earnings-driven
market  and  investors  will look for  companies  with the  strongest  sales and
earnings momentum.

As long as interest rates stay in a reasonable range with the economy growing at
2% to 3%, we will continue to stay with our current  strategy.  As of now, we do
not see inflation  becoming a problem as long as productivity  continues to hold
costs down for corporations.  We did  substantially  lower our Internet exposure
during the period due mainly to

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

                                                      WE ARE NOW IN

                                                   AN EARNINGS-DRIVEN

                                                       MARKET, AND

                                                      INVESTORS WILL

                                                   LOOK FOR COMPANIES

                                                   WITH THE STRONGEST

                                                   SALES AND EARNINGS

                                                         MOMENTUM.

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

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

1    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.

4
<PAGE>

high  valuations  and big new supplies of new Internet  public  offerings.  This
technology money was shifted to the more cyclical growth area of  semiconductors
(especially telecom-related).

We  appreciate  your  continued  investment  in the  Growth 20 Fund,  and remain
committed to serving you in the future with a focused approach.


                     GROWTH OF AN ASSUMED $10,000 INVESTMENT
                             From 6-30-97 to 6-30-99

[GRAPH]
                                                       Lipper Capital
                THE STRONG         S & P 500            Appreciation
              GROWTH 20 FUND         Index*             Funds Index*
6-97              10,000             10,000                10,000
12-97             11,387             11,058                10,890
6-98              13,129             13,016                12,490
12-98             15,545             14,218                13,067
6-99              18,891             15,978                15,023



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   Capital
Appreciation Funds Index.  Results include the reinvestment of all dividends and
capital gains  distributions.  Performance  is historical and does not represent
future results.  Investment returns and principal value vary, and you may have a
gain or loss when you sell shares.

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

*    The S&P 500 is an  unmanaged  index  generally  representative  of the U.S.
     stock  market.   The  Lipper  Capital   Appreciation   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 GROWTH 20 FUND INVESTS IN A CONCENTRATED PORTFOLIO OF 20 TO 30 GROWTH
STOCKS OF ALL SIZES.  THE MANAGER CHOOSES  INVESTMENTS BY CAREFULLY  RESEARCHING
COMPANIES  ONE AT A TIME,  PAYING CLOSE  ATTENTION TO THEIR  VALUATIONS  AND THE
LONG-TERM  THEMES OF THEIR  BUSINESSES.  THIS IS AN AGGRESSIVE  GROWTH FUND THAT
HOLDS A LIMITED  NUMBER OF STOCKS,  EACH ONE NORMALLY  ACCOUNTING FOR BETWEEN 3%
AND 7% OF THE FUND'S  TOTAL  ASSETS--SO  IT IS LIKELY TO SHOW  PRONOUNCED  PRICE
FLUCTUATION.  BECAUSE OF THIS  POTENTIAL  VOLATILITY  AND THE FUND'S  AGGRESSIVE
NATURE,  IT  SHOULD  BE HELD  AS A  SMALL  PORTION  OF AN  INVESTOR'S  LONG-TERM
PORTFOLIO.

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

MARKET
 HIGHLIGHTS

o    The S&P 500 returned 12.38% for the six months ended June 30, 1999.

o    The market  continued to favor leading  companies,  such as Cisco  Systems,
     Kohl's Corp., Tellabs, and Uniphase Corp. (now called JDS Uniphase),  which
     are all core long-term holdings for our Fund.

o    In  addition,  during  the last six  months,  the market  broadened  out to
     include more cyclical and smaller companies.

o    Driven by strong consumer  spending,  the U.S.  economy  accelerated in the
     first half of 1999,  while world  economies began to show signs of strength
     as well.

o    Productivity  continued to hold corporate  costs down and keep inflation in
     check.

                                                                               5
<PAGE>
                                  =================
                        THE STRONG SMALL CAP VALUE FUND
- ----------------------------------=================-----------------------------

FUND
 HIGHLIGHTS

o    The Fund returned 15.27% for the six months ended June 30, 1999.(1)

o    The second quarter represented a strong turnaround, but we continue to feel
     that the downside risk for our style is fairly low and the upside potential
     is good.

o    We have  maintained a  relatively  high  allocation  to energy and producer
     durables, while underweighting financial services.

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

            AVERAGE ANNUAL
            TOTAL RETURN(1)

             As of 6-30-99

          1-year            4.26%

 Since Inception           14.36%
   (on 12-31-97)

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

           TOP FIVE SECTORS

            As of 6-30-99

SECTOR                  % OF NET ASSETS

Energy                            18.3%

Technology                        14.1%

Healthcare                        13.5%

Capital Equipment                 11.7%

Financial                         10.9%

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


PERSPECTIVES
FROM THE MANAGER

/s/ I. Charles Rinaldi
I. Charles Rinaldi
Portfolio Manager

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

The first three months of 1999 were  interesting  to watch,  as Internet  stocks
soared to  valuations  that  would  make  Benjamin  Graham,  the father of value
investing,  turn in his grave.  Even large-cap  growth stocks,  pushed up by the
still-growing  popularity of S&P 500 index funds, reached levels that would make
many investors begin to question valuations.

For those investors  fortunate  enough to have been invested in large-cap growth
and Internet  stocks,  we offer the wisdom of investment  great Bernard  Baruch,
written in 1930:  "Become  more  humble as the market  goes your way.  It is not
prudent  to wait for the top of the  market to  sell...it  is better to sell too
soon."  During the second  quarter of the year,  it seemed as if more  investors
were  already  heeding  this  advice.  Market  leadership  rotated to small- and
mid-cap stocks,  and many Internet  stocks and large-cap  growth stocks began to
underperform.

Experience  has  taught  me  the  importance  of  maintaining  one's  investment
discipline.  Even as our style  remained out of favor,  we stayed with our value
approach--and  the Fund's second quarter return of 25.82% would appear to be our
reward.  Despite this recent run-up, we continue to believe there is high growth
potential in our portfolio.  Of course,  as part of our  investment  approach we
consider the possible downside risk of a stock.

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

                                                       DESPITE THE

                                                      RECENT RUN-UP,

                                                      WE CONTINUE TO

                                                  BELIEVE THERE IS HIGH

                                                   GROWTH POTENTIAL IN

                                                       OUR PORTFOLIO.

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

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

1    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.

6
<PAGE>

Evidence  supporting  our  sentiment  comes from the  mergers  and  acquisitions
market.  Reports  indicate  that  the  average  annual  number  of  mergers  and
acquisitions  for small  companies from 1990 through April 1999 was 162. For the
first four months of 1999,  however,  already 207 deals have been  announced  or
completed.  Extrapolating  this figure for the entire  year  implies an activity
rate more than five times the historical  norm. The deals being made have common
characteristics   of   strong   cash   flow,   low  debt,   and  low   valuation
levels--precisely the types of stocks our style focuses on.

The Fund has  maintained a  relatively  high  allocation  to energy and producer
durables  while  underweighting   financial  services.  This  allocation  helped
performance  in the recent  environment of rising oil prices,  recovering  Asian
economies,  and rising  interest  rates.  These are  longer-term  trends that we
believe are just beginning,  so we will likely maintain this positioning for the
foreseeable future.

Thank you for  choosing the Strong Small Cap Value Fund to help you achieve your
financial goals.


                     GROWTH OF AN ASSUMED $10,000 INVESTMENT
                            From 12-31-97 to 6-30-99

[GRAPH]
             THE STRONG SMALL          Russell              Lipper Small Cap
              CAP VALUE FUND        2000(R) Index*            Funds Index*
12-97             10,000                10,000                   10,000
6-98              11,730                10,493                   10,645
12-98             10,610                 9,745                    9,915
6-99              12,230                10,650                   10,849


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
Russell 2000(R) Index and the Lipper Small Cap Funds Index.  Results include the
reinvestment  of all dividends and capital gains  distributions.  Performance is
historical  and  does not  represent  future  results.  Investment  returns  and
principal value vary, and you may have a gain or loss when you sell shares.

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

*    The Russell 2000(R) Index is an unmanaged index generally representative of
     the U.S. market for small capitalization stocks. The Lipper Small Cap Funds
     Index is an  equally-weighted  performance index of the largest  qualifying
     funds in this Lipper category. Source of the Russell index data is Standard
     & Poor's Micropal. Source of the Lipper index data is Lipper Inc.



YOUR FUND'S
 APPROACH

THE STRONG  SMALL CAP VALUE FUND SEEKS TOTAL  RETURN BY INVESTING IN STOCKS THAT
ARE OUT OF FAVOR AND, AS A RESULT,  SELL AT LOW PRICES RELATIVE TO THEIR COMPANY
EARNINGS,  CASH FLOW, OR ASSET VALUE.  WE LOOK FOR A DYNAMIC CHANGE IN A COMPANY
OR AN INDUSTRY THAT MAY ENHANCE STOCK PRICE  PERFORMANCE.  GENERALLY,  WE PREFER
COMPANIES  THAT HAVE POSITIVE CASH FLOWS,  IN WHICH  MANAGEMENT HAS A MEANINGFUL
OWNERSHIP STAKE, AND THAT ARE NOT WIDELY OWNED INSTITUTIONALLY.

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

MARKET
 HIGHLIGHTS

o    The Russell 2000(R) Index returned 9.28% during the six-month  period ended
     June 30, 1999.*

o    Inflation  concerns  resurfaced after a lengthy hiatus. At the beginning of
     the year,  oil prices  were  predicted  by many  experts to fall to $10 per
     barrel or lower. However, by midyear, oil prices had risen to more than $19
     per barrel.

o    Returns  for  domestic  stock  indices  were  very  strong,  though  market
     leadership  shifted from  large-cap  stocks to small-cap  stocks during the
     second quarter.

o    Internet  stocks  contributed  significantly  to both the  returns  and the
     volatility of the Russell 2000(R) and Russell 2000(R) Growth Indexes.


                                                                               7
<PAGE>
                                ======================
                      THE STRONG U.S. EMERGING GROWTH FUND
- --------------------------------======================--------------------------

FUND
 HIGHLIGHTS

o    The  Fund's  performance  for the six months  ended June 30,  1999 was very
     strong, up 23.30%.(1)

o    Our overweightings in both the technology and telecommunications industries
     helped spur the Fund's  outperformance.  The Fund's  stocks in the business
     services and specialty retail sectors also performed well.

o    Our direct research  approach paid off in the period, as the information we
     developed  independently  allowed us to  effectively  add to  positions  on
     weakness and trim positions on strength.

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

            TOTAL RETURN(1)

            As of 6-30-99

 Since Inception           23.30%
   (on 12-31-98)

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

           TOP FIVE SECTORS

            As of 6-30-99

SECTOR                  % OF NET ASSETS

Technology                        42.0%

Retail                            20.6%

Capital Equipment                 18.2%

Healthcare                         6.3%

Transportation                     4.5%

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


PERSPECTIVES
FROM THE MANAGERS


/s/ Thomas L. Press           /s/ Donald Longlet
Thomas L. Press               Donald Longlet
Portfolio Co-Manager          Portfolio Co-Manager

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

As we complete  the Fund's  first six  months,  we're happy to be able to report
such strong outperformance,  with returns that are more than 10% higher than the
Russell  2000(R)  Growth  Index.* A number of factors  combined to produce these
results.

First  and  foremost,  our  direct  research  approach  to  investing  led us to
companies in a number of sectors that enjoyed strong  performance during part or
all of the  six-month  period.  Among  these  were  specialty  retail,  business
services,  technology,  and  telecommunications.  Although  these  holdings have
already  contributed  significantly  to performance,  we believe they still have
more to offer. We remain overweighted in these four industries.

Looking forward,  our research has encouraged us to make selective  additions to
our  holdings in the  transportation  services  area.  We  emphasize  that these
additions are  selective  because we focus in on the quality of the companies we
invest in, not just the broad industries. While it certainly helps for a company
to be in an industry that offers  fertile  ground for growth,  we look carefully
for those companies that feature solid management,  have the potential for rapid
revenue growth,  and are not overly  dependent on other companies or on economic
trends  for  their  success.  And just as an  entrepreneurial  spirit  fuels the
management  of this  Fund,  we look for  companies  that have that same spark of
creativity that can breed success.

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

                                                     OUR OUTLOOK IS

                                                    VERY POSITIVE FOR

                                                    SMALL- AND MID-CAP

                                                      GROWTH STOCKS.

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

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

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

8
<PAGE>

Our outlook is very  positive  for small- and mid-cap  growth  stocks.  Earnings
continue to surpass consensus estimates,  and valuations are very attractive for
the stocks we consider.  We may add to our Internet  holdings,  which  currently
take up 3% of the  portfolio.  If the weakness  that has  afflicted  this sector
continues  to beat down their  prices,  we would be even more likely to increase
our position.

With the exception of positive flows into mutual funds,  all of the  ingredients
for a major move among  smaller-cap  stocks are in place.  Redemptions in recent
months have created a headwind for us to work against. Once fund inflows pick up
steam,  as they are  beginning  to, we expect  to see major  improvements  among
small-cap stocks.

Thank you for your  investment  in the Strong  U.S.  Emerging  Growth  Fund.  We
appreciate  the confidence  you've shown us in the Fund's first six months,  and
look forward to working with you for years to come.


                     GROWTH OF AN ASSUMED $10,000 INVESTMENT
                            From 12-31-98 to 6-30-99

[GRAPH]
             THE STRONG U.S.              Russell          Lipper Growth
           EMERGING GROWTH FUND        2000(R) Index*       Funds Index*
12-98             10,000                   10,000              10,000
1-99              11,080                   10,133              10,427
2-99              10,670                    9,312              10,071
3-99              12,080                    9,458              10,507
4-99              11,590                   10,305              10,774
5-99              11,140                   10,456              10,565
6-99              12,330                   10,928              11,189

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
Russsell  2000(R) Index and the Lipper Growth Funds Index.  Results  include the
reinvestment  of all dividends and capital gains  distributions.  Performance is
historical  and  does not  represent  future  results.  Investment  returns  and
principal value vary, and you may have a gain or loss when you sell shares.

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

*    The  Russell   2000(R)  Growth  Index  is  an  unmanaged   index  generally
     representative  of the U.S.  market  for small  capitalization  stocks.  It
     contains  securities that growth managers typically select from the Russell
     2000(R) Index.  The Russell  2000(R) Index is an unmanaged  index generally
     representative  of the U.S.  market for small  capitalization  stocks.  The
     Lipper Growth Funds Index is an  equally-weighted  performance index of the
     largest  qualifying  funds in this Lipper  category.  Source of the Russell
     index data is Standard & Poor's  Micropal.  Source of the Lipper index data
     is Lipper Inc.


YOUR FUND'S
 APPROACH

THE STRONG U.S.  EMERGING GROWTH FUND SEEKS CAPITAL GROWTH. IT PRIMARILY INVESTS
IN STOCKS OF U.S.  COMPANIES  THAT THE FUND'S  MANAGERS  BELIEVE OFFER  SUPERIOR
POTENTIAL  FOR  LONG-TERM  GROWTH.  ALTHOUGH  THE FUND  FOCUSES ON THE STOCKS OF
SMALLER  COMPANIES,  IT MAY INVEST IN FIRMS OF ANY SIZE.  THE FUND'S  GOAL IS TO
ACHIEVE  SIGNIFICANT  CAPITAL  APPRECIATION  OVER TIME BY  INVESTING  IN RAPIDLY
GROWING,  EMERGING  COMPANIES  THAT ARE  POSITIONED  TO BECOME  LEADERS IN THEIR
RESPECTIVE MARKETS.

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

MARKET
 HIGHLIGHTS

o    The Russell  2000(R) Growth Index returned  12.82% for the six months ended
     June 30, 1999.*

o    In the first quarter of 1999,  the stocks of large  companies  continued to
     significantly  outperform  those of  smaller  companies.  During the second
     quarter of the year,  the market began to broaden out  somewhat,  improving
     the performance of many small- and mid-cap stocks.

o    The second quarter was nonetheless a difficult  period for small-cap growth
     investors,  as interest  rates rose by almost 100 basis  points.  Small-cap
     value  stocks  outperformed  small-cap  growth  stocks in April and May. As
     rates stabilized in June, the Fund's portfolio dramatically outperformed.

                                                                               9
<PAGE>

SCHEDULES OF INVESTMENTS IN SECURITIES                 JUNE 30, 1999 (UNAUDITED)
- --------------------------------------------------------------------------------
================================================================================
                             STRONG ENTERPRISE FUND
================================================================================
                                                      Shares or
                                                      Principal       Value
                                                       Amount        (Note 2)
- --------------------------------------------------------------------------------
COMMON STOCKS 97.1%
BANK - MONEY CENTER 1.3%
Citigroup, Inc.                                         17,450     $   828,875

COMMERCIAL SERVICE 2.4%
Avis Rent A Car, Inc. (b)                               20,200         588,325
TMP Worldwide, Inc. (b)                                 14,800         939,800
                                                                   -----------
                                                                     1,528,125
COMPUTER - MAINFRAME 0.8%
Apple Computer, Inc. (b)                                10,300         477,019

COMPUTER - PERIPHERAL EQUIPMENT 6.9%
Microchip Technology, Inc. (b)                          26,600       1,260,175
SanDisk Corporation (b)                                 68,400       3,078,000
                                                                   -----------
                                                                     4,338,175
COMPUTER - PERSONAL & WORKSTATION 6.8%
Amazon.com, Inc. (b)                                     5,300         663,163
Concentric Network Corporation (b)                      27,500       1,093,125
Sterling Commerce, Inc. (b)                             45,800       1,671,700
Yahoo! Inc. (b)                                          4,900         844,025
                                                                   -----------
                                                                     4,272,013
COMPUTER SERVICE 1.1%
Acxiom Corporation (b)                                  27,900         695,756

COMPUTER SOFTWARE 16.3%
BroadVision, Inc. (b)                                   27,900       2,057,625
Clarify, Inc. (b)                                       39,500       1,629,375
Exchange Applications, Inc. (b)                         23,300         949,475
I2 Technologies, Inc. (b)                               34,400       1,479,200
Intuit, Inc. (b)                                         4,600         414,575
New Era of Networks, Inc. (b)                           10,500         461,344
Oracle Systems Corporation (b)                          31,900       1,184,288
Silicon Graphics, Inc. (b)                              94,500       1,547,437
Synopsys, Inc. (b)                                      10,600         584,987
                                                                   -----------
                                                                    10,308,306
ELECTRICAL EQUIPMENT 5.2%
PRI Automation, Inc. (b)                                90,100       3,266,125

ELECTRONIC INSTRUMENTATION 9.6%
Credence Systems Corporation (b)                        59,100       2,194,087
PE Corporation-PE Biosystems Group                      16,825       1,930,669
Teradyne, Inc. (b)                                      27,000       1,937,250
                                                                   -----------
                                                                     6,062,006
ELECTRONIC PRODUCTS - MISCELLANEOUS 3.3%
Powerwave Technologies, Inc. (b)                        48,300       1,557,675
Rockwell International Corporation                       8,900         540,675
                                                                   -----------
                                                                     2,098,350
ELECTRONICS - SEMICONDUCTOR/COMPONENT 20.2%
ASM Lithography Holding NV (b)                          43,100       2,559,063
Applied Materials, Inc. (b)                             44,900       3,316,988
Atmel Corporation (b)                                   80,600       2,110,712
LSI Logic Corporation (b)                               50,900       2,347,762
Novellus Systems, Inc. (b)                              34,900       2,381,925
                                                                   -----------
                                                                    12,716,450
HEALTHCARE - BIOMEDICAL/GENETIC 4.2%
Cephalon, Inc. (b)                                      51,600         896,550
Millennium Pharmaceuticals, Inc. (b)                    48,700       1,753,200
                                                                   -----------
                                                                     2,649,750
HEALTHCARE - PATIENT CARE 1.2%
HEALTHSOUTH Corporation (b)                             50,300         751,356

HEALTHCARE - PRODUCT 3.8%
Affymetrix, Inc. (b)                                    27,900       1,377,563
Sabratek Corporation (b)                                47,000       1,028,125
                                                                   -----------
                                                                     2,405,688

HOUSEHOLD APPLIANCES & FURNISHINGS 2.0%
Sony Corporation Sponsored ADR                          11,500       1,269,313

MACHINERY - MISCELLANEOUS 0.6%
Briggs & Stratton Corporation                            6,400         369,600

NATURAL GAS DISTRIBUTION 1.1%
The Williams Companies, Inc.                            16,600         706,537

RETAIL - DEPARTMENT STORE 1.2%
Federated Department Stores, Inc. (b)                   14,200         751,712

TELECOMMUNICATION EQUIPMENT 9.1%
Comverse Technology, Inc. (b)                           10,050         758,775
Motorola, Inc.                                          18,200       1,724,450
Nortel Networks Corporation                              7,100         616,369
Polycom, Inc. (b)                                       67,000       2,613,000
                                                                   -----------
                                                                     5,712,594
- --------------------------------------------------------------------------------
TOTAL COMMON STOCKS (Cost $49,142,937)                              61,207,750
- --------------------------------------------------------------------------------

OPTIONS 1.0%
TELECOMMUNICATION SERVICE
AT&T Corporation Call Options                           64,000         616,000
- --------------------------------------------------------------------------------
TOTAL OPTIONS (Cost $586,093)                                          616,000
- --------------------------------------------------------------------------------

SHORT-TERM INVESTMENTS (a) 5.4%
COMMERCIAL PAPER 0.6%
INTEREST BEARING, DUE UPON DEMAND
General Mills, Inc., 4.82%                          $      100             100
Warner Lambert Company, 4.91%                          413,900         413,900
                                                                   -----------
                                                                       414,000
REPURCHASE AGREEMENTS 4.8%
ABN-AMRO Inc. (Dated 6/30/99), 4.78%, Due
  7/01/99 (Repurchase proceeds $3,000,398);
  Collateralized by: SLMA Notes, FNMA
  Notes, FHLMC Notes, Federal Home
  Loan Bank Bonds, Federal Farm Credit
  Bank Notes, Tennessee Valley Authority
  Bonds, and Resolution Funding Corporation
  Bonds (c)                                          3,000,000       3,000,000
- --------------------------------------------------------------------------------
TOTAL SHORT-TERM INVESTMENTS (Cost $3,414,000)                       3,414,000
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TOTAL INVESTMENTS IN SECURITIES (Cost $53,143,030) 103.5%           65,237,750
Other Assets and Liabilities, Net (3.5%)                            (2,177,485)
- --------------------------------------------------------------------------------
NET ASSETS 100.0%                                                  $63,060,265
================================================================================


WRITTEN OPTIONS ACTIVITY
- --------------------------------------------------------------------------------
                                                         Contracts     Premiums
- --------------------------------------------------------------------------------
Options outstanding at beginning of period                   --        $    --
Options written during the period                            30         57,096
Options closed                                              (30)       (57,096)
Options expired                                              --             --
Options exercised                                            --             --
                                                            ---        -------
Options outstanding at end of period                         --        $    --
                                                            ===        =======
Closed options resulted in a capital gain of $20,256.

10
<PAGE>

- --------------------------------------------------------------------------------
================================================================================
                              STRONG GROWTH 20 FUND
================================================================================
                                                      Shares or
                                                      Principal      Value
                                                       Amount       (Note 2)
- --------------------------------------------------------------------------------
COMMON STOCKS 89.4%
BANK - MONEY CENTER 3.1%
Citigroup, Inc.                                        120,000    $  5,700,000

COMPUTER - PERSONAL & WORKSTATION 4.9%
America Online, Inc. (b)                                45,000       4,972,500
Marimba, Inc. (b)                                       75,000       3,951,562
                                                                  ------------
                                                                     8,924,062
COMPUTER SOFTWARE 8.9%
Cisco Systems, Inc. (b)                                250,000      16,125,000

DIVERSIFIED OPERATIONS 7.0%
Tyco International, Ltd.                               135,000      12,791,250

ELECTRONIC INSTRUMENTATION 3.2%
PE Corporation-PE Biosystems Group                      50,000       5,737,500

ELECTRONICS - SEMICONDUCTOR/COMPONENT 6.9%
Applied Micro Circuits Corporation (b)                 100,000       8,225,000
PMC-Sierra, Inc. (b)                                    75,000       4,420,312
                                                                  ------------
                                                                    12,645,312
FINANCE - MISCELLANEOUS 5.4%
First Data Corporation                                 200,000       9,787,500

HEALTHCARE - BIOMEDICAL/GENETIC 3.5%
Biogen, Inc. (b)                                       100,000       6,431,250

OIL WELL EQUIPMENT & SERVICE 5.7%
BJ Services Company (b)                                150,000       4,415,625
ENSCO International, Inc.                              300,000       5,981,250
                                                                  ------------
                                                                    10,396,875
RETAIL - DEPARTMENT STORE 5.5%
Kohl's Corporation (b)                                 130,000      10,034,375

RETAIL - RESTAURANT 2.9%
Outback Steakhouse, Inc. (b)                           135,000       5,307,188

RETAIL - SPECIALTY 13.6%
Best Buy Company, Inc. (b)                             125,000       8,437,500
Circuit City Stores, Inc.                              130,000      12,090,000
Lowe's Companies, Inc.                                  75,000       4,251,563
                                                                  ------------
                                                                    24,779,063
TELECOMMUNICATION EQUIPMENT 8.9%
Tellabs, Inc. (b)                                       80,000       5,405,000
Uniphase Corporation (b)                                65,000      10,790,000
                                                                  ------------
                                                                    16,195,000
TELECOMMUNICATION SERVICE 9.9%
Covad Communications Group, Inc. (b)                   140,000       7,463,750
Level 3 Communications, Inc. (b)                        53,800       3,231,363
MCI WorldCom, Inc. (b)                                  85,000       7,331,250
                                                                  ------------
                                                                    18,026,363
- --------------------------------------------------------------------------------
TOTAL COMMON STOCKS (Cost $131,261,457)                            162,880,738
- --------------------------------------------------------------------------------

SHORT-TERM INVESTMENTS (a) 13.4%
COMMERCIAL PAPER 0.4%
INTEREST BEARING, DUE UPON DEMAND
Warner Lambert Company, 4.91%                      $   547,700         547,700
Wisconsin Electric Power Company, 4.91%                251,600         251,600
                                                                  ------------
                                                                       799,300
REPURCHASE AGREEMENTS 13.0%
ABN-AMRO Inc. (Dated 6/30/99), 4.78%, Due 7/01/99
  (Repurchase proceeds $23,603,134); Collateralized
  by: SLMA Notes, FNMA Notes, FHLMC Notes,
  Federal Home Loan Bank Bonds, Federal Farm
  Credit Bank Notes, Tennessee Valley Authority
  Bonds, and Resolution Funding Corporation
  Bonds (c)                                         23,600,000      23,600,000
- --------------------------------------------------------------------------------
TOTAL SHORT-TERM INVESTMENTS (Cost $24,399,300)                     24,399,300
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TOTAL INVESTMENTS IN SECURITIES (Cost $155,660,757) 102.8%         187,280,038
Other Assets and Liabilities, Net (2.8%)                            (5,080,391)
- --------------------------------------------------------------------------------
Net Assets 100.0%                                                 $182,199,647
================================================================================


WRITTEN OPTIONS ACTIVITY
- --------------------------------------------------------------------------------
                                                          Contracts  Premiums
- --------------------------------------------------------------------------------
Options outstanding at beginning of period                    --     $     --
Options written during the period                            450      575,201
Options closed                                              (450)    (575,201)
Options expired                                               --           --
Options exercised                                             --           --
                                                             ---     --------
Options outstanding at end of period                          --     $     --
                                                             ===     ========

Closed options resulted in a capital loss of $216,190.


================================================================================
                           STRONG SMALL CAP VALUE FUND
================================================================================
                                                      Shares or
                                                      Principal       Value
                                                        Amount       (Note 2)
- --------------------------------------------------------------------------------
COMMON STOCKS 96.2%
AIRLINE 0.7%
Linea Aerea Nacional Chile SA Sponsored ADR             30,000      $  215,625

AUTO & TRUCK PARTS 3.0%
Jason, Inc. (b)                                        110,000         880,000

COMMERCIAL SERVICE 5.0%
R.H. Donnelley Corporation                              30,000         586,875
SCB Computer Technology, Inc. (b)                       40,000         210,000
Vallen Corporation (b)                                  26,000         416,000
The Wackenhut Corporation Class B                       11,000         264,000
                                                                    ----------
                                                                     1,476,875
COMPUTER SOFTWARE 6.4%
JDA Software Group, Inc. (b)                            10,000          93,125
Optika, Inc. (b)                                       278,500       1,566,562
Xircom, Inc. (b)                                         8,000         240,500
                                                                    ----------
                                                                     1,900,187
COMPUTER SYSTEMS 1.1%
Corsair Communications, Inc. (b)                        75,000         318,750

ELECTRICAL EQUIPMENT 0.4%
AFC Cable Systems, Inc. (b) (d)                          3,500         123,594

ELECTRONIC INSTRUMENTATION 0.5%
IFR Systems, Inc. (b)                                   30,000         142,500

ELECTRONIC PRODUCTS - MISCELLANEOUS 2.5%
Coherent, Inc. (b)                                      40,000         745,000


                                                                              11
<PAGE>

SCHEDULES OF INVESTMENTS IN SECURITIES (CONTINUED)     JUNE 30, 1999 (UNAUDITED)
- --------------------------------------------------------------------------------
================================================================================
                    STRONG SMALL CAP VALUE FUND (CONTINUED)
================================================================================
                                                      Shares or
                                                      Principal       Value
                                                        Amount       (Note 2)
- --------------------------------------------------------------------------------
ELECTRONICS - SEMICONDUCTOR/COMPONENT 2.3%
Silicon Valley Group, Inc. (b)                          40,000     $   672,500

ENGINEERING & CONSTRUCTION 2.2%
Chicago Bridge & Iron Company NV                        47,500         662,031

FINANCE - MISCELLANEOUS 6.3%
Creditrust Corporation (b)                              67,500       1,873,125

HEALTHCARE - DRUG/DIVERSIFIED 1.3%
Biovail Corporation International (b) (d)                7,500         382,969

HEALTHCARE - MEDICAL SUPPLY 2.1%
Ocular Sciences, Inc. (b) (d)                           35,000         608,125

HEALTHCARE - PATIENT CARE 0.8%
Kendle International, Inc. (b) (d)                      15,000         240,000

HEALTHCARE - PRODUCT 9.3%
Maxxim Medical, Inc. (b) (d)                            75,000       1,748,437
Pall Corporation (d)                                    45,000         998,437
                                                                    ----------
                                                                     2,746,874
HOUSEHOLD APPLIANCES & FURNISHINGS 1.4%
Leggett & Platt, Inc. (d)                               15,000         417,187

HOUSING 1.9%
Newmark Homes Corporation (b)                          107,000         575,125

MACHINERY - MISCELLANEOUS 2.4%
Global Industrial Technologies, Inc. (b)                40,000         482,500
Tennant Company                                          7,500         240,000
                                                                    ----------
                                                                       722,500
MACHINERY - TRANSPORTATION EQUIPMENT & PARTS 1.3%
Detroit Diesel Corporation                              15,000         369,375

METAL PRODUCTS & FABRICATION 0.3%
Webco Industries, Inc. (b)                              20,000         102,500

METALS & MINING 1.1%
U.S. Concrete, Inc. (b)                                 35,000         332,500

OIL - NORTH AMERICAN EXPLORATION & PRODUCTION 11.3%
The Meridian Resource Corporation (b)                  145,000         561,875
Patina Oil & Gas Corporation                           225,000       1,420,312
Range Resources Corporation                            194,500       1,191,313
Titan Exploration, Inc. (b)                             30,000         150,000
                                                                    ----------
                                                                     3,323,500
OIL - NORTH AMERICAN INTEGRATED 0.8%
Pennzoil-Quaker State Company (d)                       15,000         225,000

OIL WELL EQUIPMENT & SERVICE 6.2%
Marine Drilling Companies, Inc. (b)                      7,500         102,656
Matrix Service Company (b)                             150,000         618,750
Oceaneering International, Inc. (b)                     30,000         483,750
Pride International, Inc. (b)                           60,000         633,750
                                                                    ----------
                                                                     1,838,906
PAPER & FOREST PRODUCTS 2.0%
Chesapeake Corporation (d)                              13,000         486,688
Kafus Environmental Industries, Ltd. (b)                10,000          96,250
                                                                    ----------
                                                                       582,938
PERSONAL & COMMERCIAL LENDING 3.1%
World Acceptance Corporation (b)                       182,000         915,688

PRECIOUS METAL/GEM/STONE 2.6%
Apex Silver Mines, Ltd. (b)                             24,000         297,000
Glamis Gold, Ltd. (b)                                  255,000         462,188
                                                                    ----------
                                                                       759,188
REAL ESTATE 1.5%
Meditrust Companies                                     33,000         431,063

RETAIL - RESTAURANT 0.6%
CKE Restaurants, Inc.                                   10,000         162,500

RETAIL - SPECIALTY 9.9%
Barbeques Galore, Ltd. Sponsored ADR (b)               196,500       1,473,750
Boise Cascade Office Products Corporation (b)           25,000         293,750
Heilig-Meyers Company                                   50,000         340,625
Rush Enterprises, Inc. (b)                              15,000         241,875
TBC Corporation (b)                                     80,000         565,000
                                                                    ----------
                                                                     2,915,000
STEEL 2.2%
Bethlehem Steel Corporation (b)                         25,000         192,188
Roanoke Electric Steel Corporation                      15,000         260,625
WHX Corporation (b)                                     30,000         196,875
                                                                    ----------
                                                                       649,688
TELECOMMUNICATION EQUIPMENT 0.3%
Centigram Communications Corporation (b)                10,000          93,125

TELECOMMUNICATION SERVICE 1.0%
Ascent Entertainment Group, Inc. (b)                    20,000         282,500

TELEPHONE 0.8%
Citizens Utilities Company Class B (b)                  20,000         222,500

TRUCKING 1.6%
Covenant Transport, Inc. Class A (b)                    30,000         472,500
- --------------------------------------------------------------------------------
TOTAL COMMON STOCKS (Cost $26,013,321)                              28,381,438
- --------------------------------------------------------------------------------

SHORT-TERM INVESTMENTS (a) 4.3%
COMMERCIAL PAPER
INTEREST BEARING, DUE UPON DEMAND
General Mills, Inc., 4.82%                            $308,500         308,500
Warner Lambert Company, 4.91%                              100             100
Wisconsin Electric Power Company, 4.91%                948,900         948,900
                                                                    ----------
                                                                     1,257,500
- --------------------------------------------------------------------------------
TOTAL SHORT-TERM INVESTMENTS (Cost $1,257,500)                       1,257,500
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TOTAL INVESTMENTS IN SECURITIES (Cost $27,270,821) 100.5%           29,638,938
Other Assets and Liabilities, Net (0.5%)                              (142,682)
- --------------------------------------------------------------------------------
Net Assets 100.0%                                                  $29,496,256
================================================================================


WRITTEN OPTIONS ACTIVITY
- --------------------------------------------------------------------------------
                                                        Contracts    Premiums
- --------------------------------------------------------------------------------
Options outstanding at beginning of period                1,355      $168,822
Options written during the period                         3,620       668,346
Options closed                                           (3,395)     (562,755)
Options expired                                            (525)      (71,660)
Options exercised                                           (85)      (11,807)
                                                          -----      --------
Options outstanding at end of period                        970      $190,946
                                                          =====      ========

Closed, exercised and expired options resulted in a capital gain of $113,629.

12
<PAGE>

- --------------------------------------------------------------------------------
================================================================================
                     STRONG SMALL CAP VALUE FUND (CONTINUED)
================================================================================

- --------------------------------------------------------------------------------
WRITTEN OPTIONS DETAIL
- --------------------------------------------------------------------------------
                                                          Contracts
                                                        (100 shares      Value
                                                        per contract)  (Note 2)
- --------------------------------------------------------------------------------
AFC Cable Systems, Inc.
Calls: (Strike price is $35.00. Expiration date is 8/20/99.
Premium received is $9,082.)                                 35       ($10,281)

Biovail Corporation International
Calls: (Strike price is $55.00. Expiration date is 8/20/99.
Premium received is $12,900.)                                75        (13,593)

Chesapeake Corporation
Calls: (Strike price is $35.00. Expiration date is 8/20/99.
Premium received is $39,109.)                               130        (40,219)

Kendle International, Inc.
Calls: (Strike price is $17.50. Expiration date is 8/20/99.
Premium received is $10,162.)                                50         (5,781)

Leggett & Platt, Inc.
Calls: (Strike price is $25.00. Expiration date is 9/17/99.
Premium received is $11,412.)                                50        (16,563)

Maxxim Medical, Inc.
Puts: (Strike price is $20.00. Expiration date is 9/17/99.
Premium received is $27,234.)                               130        (11,375)

Ocular Sciences, Inc.
Calls: (Strike price is $17.50. Expiration date is 7/16/99.
Premium received is $29,599.)                               200        (21,250)
Calls: (Strike price is $20.00. Expiration date is 7/16/99.
Premium received is $26,949.)                               100         (3,750)

Pall Corporation
Calls: (Strike price is $20.00. Expiration date is 7/16/99.
Premium received is $12,825.)                               100        (20,625)
Calls: (Strike price is $22.50. Expiration date is 9/17/99.
Premium received is $7,037.)                                 50         (7,656)

Pennzoil-Quaker State Company
Calls: (Strike price is $15.00. Expiration date is 7/16/99.
Premium received is $4,637.)                                 50         (2,188)


================================================================================
                        STRONG U.S. EMERGING GROWTH FUND
================================================================================
                                                      Shares or
                                                      Principal        Value
                                                        Amount        (Note 2)
- --------------------------------------------------------------------------------
COMMON STOCKS  96.7%
COMMERCIAL SERVICE 18.2%
AHL Services, Inc. (b)                                   7,900      $  197,006
Abacus Direct Corporation (b)                            3,000         274,500
Copart, Inc. (b)                                        11,300         240,125
Corporate Executive Board Company (b)                    9,200         327,175
Diamond Technology Partners, Inc. (b)                   10,000         223,750
FactSet Research Systems, Inc.                           6,150         348,244
International Telecommunications Data
  Systems, Inc. (b)                                     15,500         248,000
ProBusiness Services, Inc. (b)                           3,600         129,150
Sykes Enterprises, Inc. (b)                              8,800         293,700
                                                                    ----------
                                                                     2,281,650
COMPUTER - PERSONAL & WORKSTATION 2.5%
Concentric Network Corporation (b)                       4,800         190,800
Proxicom, Inc. (b)                                       5,000         128,438
                                                                    ----------
                                                                       319,238
COMPUTER SOFTWARE 20.8%
Advantage Learning Systems, Inc. (b)                    10,000         221,250
BroadVision, Inc. (b)                                    2,200         162,250
Clarify, Inc. (b)                                        3,500         144,375
Concord Communications, Inc. (b)                         2,800         126,000
Emulex Corporation (b)                                   1,600         177,900
Exchange Applications, Inc. (b)                          9,600         391,200
HNC Software, Inc. (b)                                   4,800         147,900
MEDE AMERICA Corporation (b)                             4,400         166,100
Mercury Interactive Corporation (b)                      6,200         219,325
New Era of Networks, Inc. (b)                            2,900         127,419
Sapient Corporation (b)                                  2,500         141,562
TSI International Software, Ltd. (b)                    10,800         306,450
Transaction Systems Architects, Inc. (b)                 6,900         269,100
                                                                    ----------
                                                                     2,600,831
ELECTRONIC PRODUCTS - MISCELLANEOUS 1.1%
Proxim, Inc. (b)                                         2,300         133,400

ELECTRONICS - SEMICONDUCTOR/COMPONENT 10.3%
Anadigics, Inc. (b)                                      7,700         284,900
MMC Networks, Inc. (b)                                   6,400         286,400
PMC-Sierra, Inc. (b)                                     5,800         341,838
SDL, Inc. (b)                                            2,200         112,337
Transwitch Corporation (b)                               5,700         270,037
                                                                    ----------
                                                                     1,295,512
FINANCE - MISCELLANEOUS 2.0%
NOVA Corporation (b)                                    10,200         255,000

HEALTHCARE - INSTRUMENTATION 2.7%
Novoste Corporation (b)                                  7,300         153,300
Xomed Surgical Products, Inc. (b)                        3,900         189,881
                                                                    ----------
                                                                       343,181
HEALTHCARE - PATIENT CARE 1.4%
Sunrise Assisted Living, Inc. (b)                        5,200         181,350

HEALTHCARE - PRODUCT 2.1%
MiniMed, Inc. (b)                                        3,400         261,588

MEDIA - RADIO/TV 1.4%
Cumulus Media, Inc. Class A (b)                          7,900         172,813

MORTGAGE & RELATED SERVICE 1.8%
Prism Financial Corporation (b)                         11,200         228,900

RETAIL - FOOD CHAIN 2.3%
Wild Oats Markets, Inc. (b)                              9,300         282,197

RETAIL - RESTAURANT 5.1%
Applebee's International, Inc.                           7,000         210,875
Buca, Inc. (b)                                          19,200         316,800
P.F. Chang's China Bistro, Inc. (b)                      5,300         114,612
                                                                    ----------
                                                                       642,287
RETAIL - SPECIALTY 13.2%
Cost Plus, Inc. (b)                                      9,000         409,500
Hibbett Sporting Goods, Inc. (b)                        13,000         286,000
Linens `N Things, Inc. (b)                               6,000         262,500
Pacific Sunwear of California (b)                        8,850         215,719
Tweeter Home Entertainment Group, Inc. (b)               7,800         306,150
Zany Brainy, Inc. (b)                                   17,800         172,437
                                                                    ----------
                                                                     1,652,306
TELECOMMUNICATION EQUIPMENT 7.3%
Carrier Access Corporation (b)                           3,200         140,200
Copper Mountain Networks, Inc. (b)                       2,900         224,025
E-Tek Dynamics, Inc. (b)                                 7,600         361,475
Terayon Communication Systems, Inc. (b)                  3,300         184,388
                                                                    ----------
                                                                       910,088

                                                                              13
<PAGE>

SCHEDULES OF INVESTMENTS IN SECURITIES (CONTINUED)     JUNE 30, 1999 (UNAUDITED)
- --------------------------------------------------------------------------------
================================================================================
                  STRONG U.S. EMERGING GROWTH FUND (CONTINUED)
================================================================================
                                                       Shares or
                                                       Principal      Value
                                                        Amount       (Note 2)
- --------------------------------------------------------------------------------
TRANSPORTATION SERVICE 2.1%
C.H. Robinson Worldwide, Inc.                            7,200     $   264,600

TRUCKING 2.4%
Forward Air Corporation (b)                             10,600         298,125
- --------------------------------------------------------------------------------
Total Common Stocks (Cost $10,147,998)                              12,123,066
- --------------------------------------------------------------------------------

SHORT-TERM INVESTMENTS (a) 3.5%
COMMERCIAL PAPER 2.7%
INTEREST BEARING, DUE UPON DEMAND
General Mills, Inc., 4.82%                            $    100             100
Warner Lambert Company, 4.91%                          162,200         162,200
Wisconsin Electric Power Company, 4.91%                179,400         179,400
                                                                   -----------
                                                                       341,700
UNITED STATES GOVERNMENT ISSUES 0.8%
United States Treasury Bills, Due 7/08/99              100,000          99,928
- --------------------------------------------------------------------------------
TOTAL SHORT-TERM INVESTMENTS (Cost $441,619)                           441,628
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TOTAL INVESTMENTS IN SECURITIES (Cost $10,589,617) 100.2%           12,564,694
Other Assets and Liabilities, Net (0.2%)                               (31,112)
- --------------------------------------------------------------------------------
NET ASSETS 100.0%                                                  $12,533,582
================================================================================


- --------------------------------------------------------------------------------
LEGEND
- --------------------------------------------------------------------------------
(a)  Short-term  investments  include any security  which has a maturity of less
     than one year.
(b)  Non-income producing security.
(c)  See Note 2(I) of Notes to Financial Statements.
(d)  All or a portion  of these  securities  are held in  conjunction  with open
     written option contracts.

Percentages are stated as a percent of net assets.

See Notes to Financial Statements


14
<PAGE>
<TABLE>

STATEMENTS OF ASSETS AND LIABILITIES
- --------------------------------------------------------------------------------------------------------------
June 30, 1999 (Unaudited)
<CAPTION>
                                                                 (In Thousands, Except Per Share Amounts)

                                                              Strong       Strong      Strong      Strong U.S.
                                                            Enterprise   Growth 20    Small Cap     Emerging
                                                               Fund         Fund      Value Fund   Growth Fund
                                                            ----------   ---------    ----------   -----------
ASSETS:
  Investments in Securities, at Value
    (Cost of $53,143, $155,661, $27,271
<S>                                                          <C>          <C>           <C>          <C>
    and $10,590, respectively)                               $65,238      $187,280      $29,639      $12,565
  Receivable for Securities Sold                               3,669           894           24          448
  Receivable for Fund Shares Sold                                 26            46          116           --
  Dividends and Interest Receivable                               17            17            6            2
  Other Assets                                                     9             6           18           16
                                                             -------      --------      -------      -------
  Total Assets                                                68,959       188,243       29,803       13,031

LIABILITIES:
  Payable for Securities Purchased                             5,874         6,033          112          473
  Written Options, at Value (Premiums Received of
    $0, $0, $191 and $0, respectively)                            --            --          153           --
  Payable for Fund Shares Redeemed                                 7            --           15           --
  Accrued Operating Expenses and Other Liabilities                18            10           27           24
                                                             -------      --------      -------      -------
  Total Liabilities                                            5,899         6,043          307          497
                                                             -------      --------      -------      -------
NET ASSETS                                                   $63,060      $182,200      $29,496      $12,534
                                                             =======      ========      =======      =======
NET ASSETS CONSIST OF:
  Capital Stock (par value and paid-in capital)              $49,868      $145,252      $27,602      $11,032
  Accumulated Net Investment Loss                               (176)         (363)        (130)         (64)
  Accumulated Net Realized Gain (Loss)                         1,273         5,692         (382)        (409)
  Net Unrealized Appreciation                                 12,095        31,619        2,406        1,975
                                                             -------      --------      -------      -------
  Net Assets                                                 $63,060      $182,200      $29,496      $12,534
                                                             =======      ========      =======      =======
Capital Shares Outstanding (Unlimited Number Authorized)       3,084         9,964        2,412        1,017

NET ASSET VALUE PER SHARE                                     $20.45        $18.29       $12.23       $12.33
                                                              ======        ======       ======       ======


                                           See Notes to Financial Statements.

                                                                                                          15
</TABLE>
<PAGE>

<TABLE>

STATEMENTS OF OPERATIONS
- ------------------------------------------------------------------------------------------------------------------
For the Six Months Ended June 30, 1999 (Unaudited)
<CAPTION>
                                                                                (In Thousands)

                                                             Strong         Strong        Strong       Strong U.S.
                                                           Enterprise      Growth 20     Small Cap      Emerging
                                                              Fund           Fund        Value Fund    Growth Fund
                                                           ----------      ---------     ----------    -----------

INCOME:
  Dividends (net of withholding taxes of
<S>                                                          <C>            <C>            <C>           <C>
    $0, $0, $3 and $0, respectively)                         $    39        $    76        $   61        $    1
  Interest                                                        56            440            16            20
                                                             -------        -------        ------        ------
  Total Income                                                    95            516            77            21

EXPENSES:
  Investment Advisory Fees                                       165            625           115            41
  Custodian Fees                                                   8              6            11            10
  Shareholder Servicing Costs                                     55            167            55            11
  Reports to Shareholders                                         11             25             9            10
  Federal and State Registration Fees                             25             44             6            19
  Other                                                            7             12            11             5
                                                             -------        -------        ------        ------
  Total Expenses Before Waivers and Absorptions                  271            879           207            96
  Involuntary Expense Waivers and Absorptions by Advisor          --             --            --           (11)
                                                             -------        -------        ------        ------
  Expenses, Net                                                  271            879           207            85
                                                             -------        -------        ------        ------
NET INVESTMENT LOSS                                             (176)          (363)         (130)          (64)

REALIZED AND UNREALIZED GAIN (LOSS):
  Net Realized Gain (Loss) on:
    Investments                                                1,587          6,314          (307)         (385)
    Futures Contracts and Options                               (269)          (216)          114           (25)
                                                             -------        -------        ------        ------
    Net Realized Gain (Loss)                                   1,318          6,098          (193)         (410)
  Net Change in Unrealized Appreciation/Depreciation on:
    Investments                                               10,421         14,832         3,665         1,975
    Futures Contracts and Options                                 30             --            38            --
                                                             -------        -------        ------        ------
    Net Change in Unrealized Appreciation/Depreciation        10,451         14,832         3,703         1,975
                                                             -------        -------        ------        ------
NET GAIN ON INVESTMENTS                                       11,769         20,930         3,510         1,565
                                                             -------        -------        ------        ------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS         $11,593        $20,567        $3,380        $1,501
                                                             =======        =======        ======        ======

</TABLE>
                                             See Notes to Financial Statements.

16
<PAGE>
<TABLE>

STATEMENTS OF CHANGES IN NET ASSETS
- ------------------------------------------------------------------------------------------------------------------------
                                                                              (In Thousands)
<CAPTION>
                                                         Strong Enterprise Fund             Strong Growth 20 Fund
                                                   ---------------------------------   ---------------------------------
                                                   Six Months Ended     Year Ended     Six Months Ended     Year Ended
                                                     June 30, 1999     Dec. 31, 1998     June 30, 1999     Dec. 31, 1998
                                                   ----------------    -------------   ----------------    -------------
                                                      (Unaudited)         (Note 1)        (Unaudited)
OPERATIONS:
<S>                                                    <C>               <C>               <C>               <C>
  Net Investment Loss                                  ($   176)         ($    10)         ($    363)        ($   355)
  Net Realized Gain                                       1,318               336              6,098            6,240
  Net Change in Unrealized Appreciation/Depreciation     10,451             1,643             14,832           13,211
                                                        -------           -------           --------          -------
  Net Increase in Net Assets Resulting from Operations   11,593             1,969             20,567           19,096

DISTRIBUTIONS:
  From Net Investment Income                                 --                --                 --               --
  In Excess of Net Investment Income                         --                --                 --               (1)
  From Net Realized Gains                                  (369)               (2)            (3,026)              --
                                                        -------           -------           --------          -------
  Total Distributions                                      (369)               (2)            (3,026)              (1)

CAPITAL SHARE TRANSACTIONS:
  Proceeds from Shares Sold                              60,779            10,984            126,588           39,531
  Proceeds from Reinvestment of Distributions               357                 2              2,943                1
  Payment for Shares Redeemed                           (20,444)           (1,809)           (36,077)         (47,100)
                                                        -------           -------           --------          -------
  Net Increase (Decrease) in Net Assets from Capital
    Share Transactions                                   40,692             9,177             93,454           (7,568)
                                                        -------           -------           --------          -------
TOTAL INCREASE IN NET ASSETS                             51,916            11,144            110,995           11,527

NET ASSETS:
  Beginning of Period                                    11,144                --             71,205           59,678
                                                        -------           -------           --------          -------
  End of Period                                         $63,060           $11,144           $182,200          $71,205
                                                        =======           =======           ========          =======
TRANSACTIONS IN SHARES OF THE FUND:
  Sold                                                    3,488               897              7,295            3,204
  Issued in Reinvestment of Distributions                    22                --                173               --
  Redeemed                                               (1,182)             (141)            (2,116)          (3,869)
                                                          -----               ---              -----            -----
  Net Increase (Decrease) in Shares of the Fund           2,328               756              5,352             (665)
                                                          =====               ===              =====            =====


                                                 See Notes to Financial Statements.

                                                                                                                   17
</TABLE>
<PAGE>
<TABLE>

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                      (In Thousands)
<CAPTION>

                                                                 Strong Small Cap Value Fund     Strong U.S. Emerging Growth Fund
                                                                -------------------------------- --------------------------------
                                                                Six Months Ended    Year Ended          Six Months Ended
                                                                  June 30, 1999    Dec. 31, 1998          June 30, 1999
                                                                ----------------   -------------        ----------------
                                                                   (Unaudited)                        (Unaudited) (Note 1)
OPERATIONS:
<S>                                                                 <C>              <C>                   <C>
  Net Investment Loss                                               ($   130)        ($   169)             ($    64)
  Net Realized Loss                                                     (193)            (188)                 (410)
  Net Change in Unrealized Appreciation/Depreciation                   3,703           (1,297)                1,975
                                                                     -------          -------               -------
  Net Increase (Decrease) in Net Assets Resulting from Operations      3,380           (1,654)                1,501

DISTRIBUTIONS FROM NET INVESTMENT INCOME                                  --               --                    --

CAPITAL SHARE TRANSACTIONS:
  Proceeds from Shares Sold                                           19,562           60,317                16,979
  Proceeds from Reinvestment of Distributions                             --               --                    --
  Payment for Shares Redeemed                                        (17,584)         (34,525)               (5,946)
                                                                     -------          -------               -------
  Net Increase in Net Assets from Capital Share Transactions           1,978           25,792                11,033
                                                                     -------          -------               -------
TOTAL INCREASE IN NET ASSETS                                           5,358           24,138                12,534

NET ASSETS:
  Beginning of Period                                                 24,138               --                    --
                                                                     -------          -------               -------
  End of Period                                                      $29,496          $24,138               $12,534
                                                                     =======          =======               =======
TRANSACTIONS IN SHARES OF THE FUND:
  Sold                                                                 1,806            5,453                 1,545
  Issued in Reinvestment of Distributions                                 --               --                    --
  Redeemed                                                            (1,670)          (3,177)                 (528)
                                                                       -----            -----                 -----
  Net Increase in Shares of the Fund                                     136            2,276                 1,017
                                                                       =====            =====                 =====


                                                 See Notes to Financial Statements.
18
</TABLE>
<PAGE>

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

1.   ORGANIZATION
     The  accompanying  financial  statements  represent  the Strong  Aggressive
     Growth Funds (the "Funds"),  which include the following  funds,  each with
     its own investment objectives and policies:
     -    Strong Enterprise Fund
     -    Strong Growth 20 Fund
     -    Strong Small Cap Value Fund
     -    Strong U.S. Emerging Growth Fund

     Each of the  above  funds is a series  of  Strong  Equity  Funds,  Inc.,  a
     diversified,  open-end  management  investment company registered under the
     Investment  Company Act of 1940. The inception  date for Strong  Enterprise
     Fund is September  30, 1998.  Strong U.S.  Emerging  Growth Fund  commenced
     operations on January 4, 1999.

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

     (A)  Security  Valuation  --  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  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 Funds 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 Funds
          generally bear the costs,  if any,  associated with the disposition of
          restricted securities. The Funds held no restricted securities at June
          30, 1999.

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

          The  character  of  distributions   made  during  the  year  from  net
          investment  income  or net  realized  gains  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.

          Each 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 by comparing
          the  identified  cost of the  security  lot sold  with  the net  sales
          proceeds.

     (D)  Certain   Investment  Risks  --  The  Funds  may  utilize   derivative
          instruments  including  options,  futures and other  instruments  with
          similar  characteristics  to the extent that they are consistent  with
          the Funds' investment objectives and limitations.  The Funds intend 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  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 Funds pledge to
          the broker cash or other  investments  equal to the  minimum  "initial
          margin"  requirements of the exchange.  Additional  securities held by
          the Funds may be designated  as collateral on open futures  contracts.
          The Funds  also  receive  from or pay to the  broker an amount of cash
          equal to the  daily  fluctuation  in the value of the  contract.  Such
          receipts or payments are known as "variation  margin" and are recorded
          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.

                                                                              19
<PAGE>

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

     (F)  Options -- The Funds may write put or call options.  Premiums received
          by the Funds 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 Funds  realize a gain or loss,  and the
          liability  is  eliminated.  The  Funds  continue  to bear  the risk of
          adverse  movements  in the price of the  underlying  asset  during the
          period of the option,  although any  potential  loss during the period
          would be reduced by the amount of the option premium received.

     (G)  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.

     (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 Funds record
          an exchange gain or loss equal to the difference  between the value of
          the  contract  at the time it was  opened and the value at the time it
          was closed.

     (I)  Repurchase   Agreements  --  The  Funds  may  enter  into   repurchase
          agreements  with  institutions  that the  Funds'  investment  advisor,
          Strong Capital  Management,  Inc. (the "Advisor"),  has determined are
          creditworthy  pursuant to criteria  adopted by the Board of Directors.
          Each repurchase  agreement is recorded at cost. The Funds require that
          the collateral,  represented by securities  (primarily U.S. Government
          securities), in a repurchase transaction be maintained in a segregated
          account  with a custodian  bank in a manner  sufficient  to enable the
          Funds to obtain  those  securities  in the  event of a default  of the
          repurchase  agreement.  On a daily basis,  the Advisor  monitors  each
          repurchase agreement to ensure the value of the collateral,  including
          accrued  interest,  is at least equal to the amounts owed to the Funds
          under each repurchase agreement.

     (J)  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.

     (K)  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 premiums and discounts.

3.   RELATED PARTY TRANSACTIONS
     The  Advisor,  with whom certain  officers  and  directors of the Funds are
     affiliated,   provides   investment   advisory   services  and  shareholder
     recordkeeping and related services to the Funds.  Investment advisory fees,
     which are  established  by terms of the Advisory  Agreements,  are based on
     annualized  rates of 1.00% of the  average  daily net  assets of the Funds.
     Based on the  terms of the  Advisory  Agreements,  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
     contractually  established  rates  for  each  open and  closed  shareholder
     account.  The Advisor is compensated for certain other services  related to
     costs incurred for reports to shareholders.

     The Funds 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 each Fund are reduced
     by an  amount  equal  to  advisory  fees  paid  to the  Advisor  under  its
     investment advisory agreement with the money market funds.

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

                                                  Shareholder
                                Payable to    Servicing and Other  Unaffiliated
                                Advisor at         Expenses          Directors'
                               June 30, 1999    Paid to Advisor        Fees
                               -------------  -------------------  ------------

STRONG ENTERPRISE FUND            $   432          $ 52,779            $750
STRONG GROWTH 20 FUND                 657           165,737             750
STRONG SMALL CAP VALUE FUND        14,156            52,963             750
STRONG U.S. EMERGING GROWTH FUND        3            10,002             750

20
<PAGE>

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

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 Funds' 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 Funds  outstanding  under
     the LOC.


5.   INVESTMENT TRANSACTIONS
     The aggregate  purchases and sales of long-term  securities  during the six
     months ended June 30, 1999, were as follows:

                                               Purchases            Sales
                                             ------------       ------------
     STRONG ENTERPRISE FUND                  $111,529,518       $ 72,882,070
     STRONG GROWTH 20 FUND                    368,818,533        289,641,768
     STRONG SMALL CAP VALUE FUND               15,844,432         14,744,029
     STRONG U.S. EMERGING GROWTH FUND          23,172,477         12,639,936


6.   INCOME TAX INFORMATION
     The investment  cost,  gross  unrealized  appreciation  and depreciation on
     investments  and  capital  loss  carryovers  (expiring  in varying  amounts
     through 2007) for federal income tax purposes were as follows:
<TABLE>

                                                        at June 30, 1999                      at December 31, 1998
                                  ----------------------------------------------------------  --------------------
<CAPTION>
                                  Federal Tax     Unrealized      Unrealized          Net       Net Capital Loss
                                     Cost        Appreciation    Depreciation    Appreciation      Carryovers
                                  -----------    ------------    ------------    ------------   ----------------
<S>                              <C>             <C>              <C>             <C>               <C>
STRONG ENTERPRISE FUND           $ 54,627,227    $11,197,256      $  586,733      $10,610,523       $     --
STRONG GROWTH 20 FUND             158,375,028     29,144,706         239,696       28,905,010             --
STRONG SMALL CAP VALUE FUND        27,653,122      4,468,877       2,445,396        2,023,481        131,504
STRONG U.S. EMERGING GROWTH FUND   11,100,497      1,664,985         200,789        1,464,196             --

                                                                                                                21
</TABLE>
<PAGE>

FINANCIAL HIGHLIGHTS
- ------------------------------------------------------------------------------
STRONG ENTERPRISE FUND
- ------------------------------------------------------------------------------
                                                            Period Ended
                                                       ---------------------
                                                       June 30,     Dec. 31,
Selected Per-Share Data(a)                             1999(b)      1998(c)
- ------------------------------------------------------------------------------
Net Asset Value, Beginning of Period                   $14.74       $10.00
Income From Investment Operations
  Net Investment Loss                                   (0.06)       (0.01)
  Net Realized and Unrealized Gains on Investments       5.99         4.75
- ------------------------------------------------------------------------------
  Total from Investment Operations                       5.93         4.74
Less Distributions
  From Net Investment Income                               --           --
  From Net Realized Gains                               (0.22)       (0.00)(d)
- ------------------------------------------------------------------------------
  Total Distributions                                   (0.22)       (0.00)(d)
- ------------------------------------------------------------------------------
Net Asset Value, End of Period                         $20.45       $14.74
==============================================================================
Ratios and Supplemental Data
- ------------------------------------------------------------------------------
  Total Return                                         +40.6%       +47.4%
  Net Assets, End of Period (In Millions)                 $63          $11
  Ratio of Expenses to Average Net Assets                1.6%*        2.0%*
  Ratio of Net Investment Loss to Average Net Assets    (1.0%)*      (0.9%)*
  Portfolio Turnover Rate                              222.2%        95.7%



<TABLE>

STRONG GROWTH 20 FUND
- ----------------------------------------------------------------------------------------
                                                                 Period Ended
                                                       ---------------------------------
<CAPTION>
                                                       June 30,    Dec. 31,     Dec. 31,
Selected Per-Share Data(a)                             1999(b)       1998       1997(e)
- ----------------------------------------------------------------------------------------
<S>                                                    <C>          <C>         <C>
Net Asset Value, Beginning of Period                   $15.44       $11.31      $10.00
Income From Investment Operations
  Net Investment Loss                                   (0.04)       (0.08)      (0.01)
  Net Realized and Unrealized Gains on Investments       3.33         4.21        1.40
- ----------------------------------------------------------------------------------------
  Total from Investment Operations                       3.29         4.13        1.39
Less Distributions
  From Net Investment Income                               --           --          --
  In Excess of Net Investment Income                       --        (0.00)(d)   (0.08)
  From Net Realized Gains                               (0.44)          --          --
- ----------------------------------------------------------------------------------------
  Total Distributions                                   (0.44)       (0.00)(d)   (0.08)
- ----------------------------------------------------------------------------------------
Net Asset Value, End of Period                         $18.29       $15.44      $11.31
========================================================================================
Ratios and Supplemental Data
- ----------------------------------------------------------------------------------------
  Total Return                                         +21.5%       +36.5%      +13.9%
  Net Assets, End of Period (In Millions)                $182          $71         $60
  Ratio of Expenses to Average Net Assets                1.4%*        1.5%*       1.4%*
  Ratio of Net Investment Loss to Average Net Assets    (0.6%)*      (0.6%)*     (0.3%)*
  Portfolio Turnover Rate                              262.9%       541.2%      250.1%

</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 six months ended June 30, 1999 (unaudited).
(c)  For the period from September 30, 1998 (inception) to December 31, 1998.
(d)  Amount calculated is less than $0.01.
(e)  For the period from June 30, 1997 (inception) to December 31, 1997.


                       See Notes to Financial Statements.

22
<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)
- ----------------------------------------------------------------------------
STRONG SMALL CAP VALUE FUND
- ----------------------------------------------------------------------------
                                                          Period Ended
                                                      ---------------------
                                                      June 30,     Dec. 31,
Selected Per-Share Data(a)                             1999(b)       1998
- ----------------------------------------------------------------------------
Net Asset Value, Beginning of Period                   $10.61       $10.00
Income From Investment Operations
  Net Investment Loss                                   (0.05)       (0.07)
  Net Realized and Unrealized Gains on Investments       1.67         0.68
- ----------------------------------------------------------------------------
  Total from Investment Operations                       1.62         0.61
Less Distributions
  From Net Investment Income                               --           --
- ----------------------------------------------------------------------------
  Total Distributions                                      --           --
- ----------------------------------------------------------------------------
Net Asset Value, End of Period                         $12.23       $10.61
============================================================================
Ratios and Supplemental Data
- ----------------------------------------------------------------------------
  Total Return                                         +15.3%        +6.1%
  Net Assets, End of Period (In Millions)                 $29          $24
  Ratio of Expenses to Average Net Assets                1.8%*        1.9%*
  Ratio of Net Investment Loss to Average Net Assets    (1.1%)*      (1.0%)*
  Portfolio Turnover Rate                               61.9%       121.5%



STRONG U.S. EMERGING GROWTH FUND
- ---------------------------------------------------------------------
                                                      Period Ended
                                                      ------------
                                                         June 30,
Selected Per-Share Data(a)                               1999(b)
- ---------------------------------------------------------------------
Net Asset Value, Beginning of Period                     $10.00
Income From Investment Operations
  Net Investment Loss                                     (0.06)
  Net Realized and Unrealized Gains on Investments         2.39
- ---------------------------------------------------------------------
  Total from Investment Operations                         2.33
Less Distributions
  From Net Investment Income                                 --
- ---------------------------------------------------------------------
  Total Distributions                                        --
- ---------------------------------------------------------------------
Net Asset Value, End of Period                           $12.33
=====================================================================
Ratios and Supplemental Data
- ---------------------------------------------------------------------
  Total Return                                           +23.3%
  Net Assets, End of Period (In Millions)                   $13
  Ratio of Expenses to Average Net Assets                  2.0%*
  Ratio of Net Investment Loss to Average Net Assets      (1.5%)*
  Portfolio Turnover Rate                                146.9%


  *  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).


                       See Notes to Financial Statements.

                                                                              23
<PAGE>

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







24
<PAGE>

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

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

                               INVESTMENT ADVISOR
                         Strong Capital Management, Inc.
                    P.O. Box 2936, Milwaukee, Wisconsin 53201

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

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

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

                             INDEPENDENT ACCOUNTANTS
                           PricewaterhouseCoopers LLP
              100 East Wisconsin Avenue, Milwaukee, Wisconsin 53202

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

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


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

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

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

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



                    [PICTURE OF STRONG WEB SITE ON COMPUTER]
                                 Strong On-line
                               www.strongfunds.com




                                  [STRONG LOGO]

                                  STRONG FUNDS
                   P.O. Box 2936 o Milwaukee, Wisconsin 53201
                       Strong Investments, Inc. 12426H99                   SAGG
<PAGE>


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