STRONG INSTITUTIONAL FUNDS INC
N-30D, 1997-09-05
Previous: VANTIVE CORP, 8-K, 1997-09-05
Next: CARILLON LIFE ACCOUNT, N-30D, 1997-09-05




<PAGE>

================================================================================
THE STRONG
INSTITUTIONAL 
BOND FUND

SEMI-ANNUAL REPORT o JUNE 30, 1997

             [PIE CHART OF ASSET DIVERSIFICATION EMPHASIZING BONDS]




                              [STRONG FUNDS LOGO]
                                  STRONG FUNDS

<PAGE>

================================================================================
THE STRONG
INSTITUTIONAL
BOND FUND

SEMI-ANNUAL REPORT o JUNE 30, 1997


                                TABLE OF CONTENTS


INVESTMENT REVIEW
     The Strong Institutional Bond Fund ...................................2


FINANCIAL INFORMATION

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

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

     Statement of Operations ..............................................6

     Statement of Changes in Net Assets ...................................6

     Notes to Financial Statements ........................................7


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


<PAGE>


THE STRONG INSTITUTIONAL BOND FUND


WHILE  MAINTAINING A DEFENSIVE  POSITION,  WE WERE ABLE TO EXCEED THE BENCHMARKS
THROUGH ISSUE SELECTION AND SECTOR ALLOCATIONS.


=======================================
            ASSET ALLOCATION
    Based on net assets as of 6-30-97

[PIE CHART]

Short-Term Investments      37.6%
U.S. Government and
  Agency Issues             30.2%
Corporate Bonds             27.0%
Municipal Bonds              4.1%
Non-Agency Mortgage and
  Asset-Backed Securities    1.1%
=======================================

The Strong  Institutional  Bond Fund seeks total return by investing  for a high
level of current income with a moderate degree of share-price  fluctuation.  The
fund will be primarily  invested in U.S.  dollar  denominated,  investment-grade
fixed-income  securities and its average  portfolio  duration will normally vary
between 3 and 6 years.  In  addition,  the Fund may also invest up to 20% of its
assets in non-investment-grade debt obligations and other high-yield (high-risk)
securities.


======================================
        PORTFOLIO STATISTICS
            As of 6-30-97

30-day annualized yield(2)   6.40%

Average maturity(3)          4.0 years

Average quality rating(4)    AA
======================================

FIRST HALF OF 1997

For the six months ended June 30, the Fund's total return was 10.32%, well ahead
of our  benchmark  and the Lehman  Brothers  Aggregate  Bond Index.  Our blended
benchmark and the Lehman  Brothers  Aggregate  returned  3.75% and 3.11% for the
same period. While maintaining a defensive position,  we were able to exceed the
benchmarks through a combination of issue selection,  sector allocations and the
competitive  advantage  that the Fund enjoyed during its first several months of
operation due to its small asset size.*(1)

In early  1997,  the  market  recognized  that the  economy  was  stronger  than
previously forecasted.  Furthermore, it became apparent that the Federal Reserve
would need to raise  short-term  interest rates to slow economic growth and head
off  potential  increases  in  inflation.  Rates  rose  significantly  after Fed
Chairman  Alan  Greenspan  gave his  Humphrey-Hawkins  testimony  to Congress in
February.  In his  remarks,  Greenspan  gave a strong  signal that the Fed would
raise  rates in  March--as  it in fact did late that  month.  In  advance of the
interest rate increase by the Federal Reserve,  the Institutional  Bond Fund was
brought to a defensive position.

Early in the second quarter,  rates across the yield curve peaked;  the yield on
the 30-year Treasury and the 2-year note reached 7.17% and 6.53%. In addition to
the Fed rate hike,  bond  prices were also  depressed  by strong  durable  goods
orders and reports of wage  pressure  from an  historically  tight labor market.
However, as the second quarter continued, fears of Fed tightening faded and bond
prices rose as it became clear that the central bank was not going to move rates
higher in a rapid succession of policy moves. In addition,  the demand for bonds
gradually  increased once the  fixed-income  market  recovered from the real and
psychological effects of higher overnight rates.


CURRENT STRATEGY

With  fears of rate  tightening  by the Fed  having  faded,  portfolio  duration
currently  reflects  our neutral  interest  rate view.  We have been able to add
value through the media, financial and railroad industries.  Of particular note,
California  Federal Bank F.S.B.  was a key holding in your Fund.  As a candidate
for takeover,  and a beneficiary of a  strengthening  state economy,  this issue
outperformed the market significantly.

On the international front, we continue to be cautious.  Despite a stronger yen,
China's  regaining control of Hong Kong after 156 years of colonial rule has all
the Asian markets on edge.  In Europe,  the push for a European  Monetary  Union
(EMU) continues to create opportunity and uncertainty.  As countries struggle to
meet the Maastricht Criteria for entering the EMU, we are exploring fixed-income
opportunities  on the continent.  For example,  the primary hurdle to admittance
for the  German  Bundesbank  is their high  Deficit/GDP  Ratio.  With  inflation
forecasts  at less than 2%, the  potential  for an easing of  interest  rates is
high.  Conversely,  apparent  creative  accounting by other EMU  applicants  has
prompted us to take a very selective approach to the European markets.

2
<PAGE>

OUTLOOK

Looking  forward,  we are  cautiously  optimistic in the near term with duration
positioned  neutral  to the  benchmark.  We  continue  to  rigorously  look  for
opportunities  in the corporate  sector.  With ten-year  rates  approaching  the
critical 6.25% mark,  and renewing  pre-payment  fears,  mortgages are currently
underweighted.  In the present political environment, the international exposure
of the Fund is also being restricted.

Current economic indicators point to the United States economy remaining strong,
but not out of control.  Though the 5.9% GDP growth rate in the first quarter is
well above  average,  the  future  outlook  for  future  growth is not nearly as
robust. More importantly,  prices are remaining stable. We will continue to keep
a very close eye on the labor market,  as well as high  valuation  levels in the
equities market and political instabilities abroad.

We appreciate  your  investment in the Strong  Institutional  Bond Fund and look
forward to earning your continued confidence.

Sincerely,

/s/Bradley C. Tank

Bradley C. Tank


/s/Jeffrey A. Koch

Jeffrey A. Koch


/s/Shirish T. Malekar

Shirish T. Malekar
Portfolio Managers

[PHOTO OF SHIRISH T. MALEKAR, BRADLEY C. TANK AND JEFFREY A. KOCH]

The Strong  Institutional  Bond Fund is designed to capitalize on the experience
of three veteran fixed-income portfolio management professionals:

BRADLEY C. TANK (center) manages the core portfolio segment of the Fund. He also
manages the Strong  Government  Securities  Fund and the Strong  Short-Term Bond
Fund. Brad has 15 years of experience  having joined Strong in 1990 from Salomon
Brothers,  Inc.  where he  commenced  his career.  He received  his MBA from the
University of  Wisconsin-Madison  and a BA from the University of  Wisconsin-Eau
Claire.

JEFFREY A. KOCH (right)  manages the high-yield  segment of the Fund. He is also
the manager of the Strong  High-Yield  Bond Fund and the Strong  Corporate  Bond
Fund.  He began his  investment  career at Strong  in 1989  after  completing  a
master's degree at the John M. Olin School of Business at Washington  University
and a BA in Economics at the University of  Minnesota-Morris.  He is a Chartered
Financial Analyst.

SHIRISH T. MALEKAR (left) manages the international  fixed-income segment of the
Fund.  He also  manages  the  Strong  International  Bond  Fund  and the  Strong
Short-Term Global Bond Fund. Shirish began his investment career at Paine Webber
as a fixed-income  trader in New York and Tokyo. Later he was a global arbitrage
trader  with  Harris  Trust.  Prior to joining  Strong in 1993,  Shirish  was an
international  fixed-income portfolio manager with Pacific Investment Management
Company (PIMCO).  He earned a bachelor's degree from the University of Bombay, a
master's degree in Management from the Sloan School at  Massachusetts  Institute
of Technology and a master's degree in  Petroleum/Chemical  Engineering from the
University of Pittsburgh.


================================================================================
                     GROWTH OF AN ASSUMED $10,000 INVESTMENT
                            From 12-31-96 to 6-30-97

[GRAPH]

                The Strong                    
               Institutional        Blended   
                 Bond Fund         Bond Index 
                 ---------         ---------- 
12-96             10,000             10,000   
1-97              10,391             10,055   
2-97              10,746             10,107   
3-97              10.655             10.000   
4-97              10,781             10,135   
5-97              10,885             10,242   
6-97              11,032             10,375   


This graph,  prepared in  accordance  with SEC  regulations,  compares a $10,000
investment in the Fund, made at its inception,  with a similar investment in the
Blended  Bond 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.

================================================================================

                                                       TOTAL RETURN(1)
                                                        As of 6-30-97

                                                   Since Inception 10.32%
                                                        (on 12-31-96)
                                                ================================


*    The Lehman Brothers  Aggregate Bond Index is an unmanaged index composed of
     investment-grade  securities from the Lehman Brothers  Government/Corporate
     Bond Index,  Mortgage-Backed  Securities Index, and Asset-Backed Securities
     Index. The Blended Bond Index is an unmanaged index comprised of 70% Lehman
     Brothers  Aggregate Bond Index,  15% Lehman Brothers  High-Yield Bond Index
     and 15% Salomon  Brothers  Non-U.S.  World  Government Bond Index (Currency
     Hedged). Source of the Lehman and Blended Bond index data is Micropal.

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

2    The Advisor  temporarily  absorbed  expenses of 0.45%.  Otherwise,  current
     yield would have been 5.95% and returns  would have been lower.  Yields are
     historical and do not represent future yields, which will fluctuate.

3    The Fund's average maturity includes the effect of when-issued securities.

4    For purposes of this average rating, the Fund's short-term debt obligations
     have been assigned a long-term rating by the Advisor.

                                                                               3

<PAGE>


SCHEDULE OF INVESTMENTS IN SECURITIES                  June 30, 1997 (Unaudited)
- --------------------------------------------------------------------------------

                                                  PRINCIPAL     VALUE
                                                   AMOUNT      (NOTE 2)
- --------------------------------------------------------------------------------
CORPORATE BONDS 27.0%
ADT Operations, Inc. Guaranteed Senior
  Subordinated Notes, 9.25%, Due 8/01/03        $  300,000   $  319,500
ARA Services, Inc. Guaranteed Notes, 10.625%,
  Due 8/01/00                                      270,000      293,585
California Federal Bank Linked Restructured
  Asset Certificates with Enhanced Returns,
  Series 1997-C-5-5, 8.5625%, Due 4/01/99
  (Acquired 5/05/97; Cost $775,000) (b)            775,000      773,450
Contifinancial Corporation Senior Notes, 8.375%,
  Due 8/15/03                                      205,000      211,406
LCI International, Inc. Senior Notes, 7.25%,
  Due 6/15/07                                      700,000      695,009
NTC Capital I Floating Rate Notes, 6.3364%,
  Due 1/15/27                                      280,000      277,558
NWCG Holdings Corporation Senior Secured
  Discount Notes, Series B, Zero %, Due 6/15/99    330,000      290,400
Panamsat LP/ Panamsat Capital Corporation
  Senior Secured Notes, 9.75%, Due 8/01/00         310,000      326,275
Safeway, Inc. Senior Subordinated Debentures,
  9.875%, Due 3/15/07                              110,000      130,402
Salomon, Inc. Senior Consumer Price Index-
  Linked Bonds, 3.65%, Due 2/14/02                 165,000      160,331
Teekay Shipping Corporation Guaranteed First
  Preferred Mortgage Notes, 8.32%, Due 2/01/08     310,000      310,775
Tenet Healthcare Corporation Senior Notes,
  8.625%, Due 12/01/03                             315,000      326,025
Terra Nova Insurance UK Holdings PLC Senior
  Guaranteed Notes, 10.75%, Due 7/01/05            280,000      311,855
Time Warner, Inc. Debentures, 9.15%, Due 2/01/23   430,000      475,820
USG Corporation Senior Notes, Series B, 9.25%,
  Due 9/15/01                                      300,000      317,748
Vicap SA de CV Guaranteed Senior Notes, 10.25%,
  Due 5/15/02 (Acquired 5/07/97; Cost $747,375)(b) 750,000      775,313
                                                            -----------
TOTAL CORPORATE BONDS (COST $5,951,003)                       5,995,452

MUNICIPAL BONDS 4.1%
New Jersey Economic Development Authority
  Pension Funding Revenue, Series B, Zero %:
  Due 2/15/19                                    3,130,000      626,000
  Due 2/15/20                                    1,580,000      293,564
                                                            -----------
TOTAL MUNICIPAL BONDS (COST $913,705)                           919,564

NON-AGENCY MORTGAGE &
  ASSET-BACKED SECURITIES 1.1%
Bear Stearns Mortgage Securities, Inc. Mortgage
  Pass-Thru Certificates, Series 1995-1, Class 2-P,
  Principal Only, Due 7/25/10 (COST $255,793)      342,049      252,495

UNITED STATES GOVERNMENT &
  AGENCY ISSUES 30.2%
FHLMC Participation Certificates, 9.00%,
  Due 5/15/25                                      725,000      765,781
FNMA Guaranteed Real Estate Mortgage
  Investment Conduit Pass-Thru Certificates:
  6.50%, Due 7/01/04 (d)                         1,705,000    1,684,762
  6.50%, Due 5/01/27                               830,000      794,725
FNMA Guaranteed Real Estate Mortgage
  Investment Conduit Variable Rate Mortgage
  Certificates, 7.788%, Due 6/01/18                265,801      277,600
United States Treasury Bonds:
  5.625%, Due 11/30/00                             270,000      264,600
  6.125%, Due 12/31/01                             900,000      891,563
  6.375%, Due 3/31/01                              200,000      200,438
  6.875%, Due 8/15/25                              160,000      160,550
United States Treasury Notes:
  5.50%, Due 11/15/98                              500,000      497,032
  6.50%, Due 5/31/01                               195,000      196,158
  6.625%, Due 5/15/07                              300,000      302,531
  6.875%, Due 8/31/99                              100,000      101,531
  7.25%, Due 8/15/04                               540,000      563,119
                                                            -----------
TOTAL UNITED STATES GOVERNMENT &
  AGENCY ISSUES (COST $6,676,007)                             6,700,390

SHORT-TERM INVESTMENTS (a) 44.6%
COMMERCIAL PAPER 0.9%
INTEREST BEARING, DUE UPON DEMAND
Johnson Controls, Inc., 5.31%                       42,500       42,500
Wisconsin Electric Power Company, 5.33%            163,200      163,200
                                                            -----------
                                                                205,700
REPURCHASE AGREEMENT 43.7%
Goldman, Sachs & Company (Dated 6/30/97),
  5.75%, Due 7/01/97 (Repurchase proceeds
  $9,701,549); Collateralized by:  $9,700,000
  United States Treasury Bonds, 7.625%,
  Due 2/15/07 (Market Value $9,904,285) (c)      9,700,000    9,700,000

UNITED STATES GOVERNMENT ISSUES 0.0%
United States Treasury Bills, Due 7/24/97           10,000        9,969
                                                            -----------
TOTAL SHORT-TERM INVESTMENTS
  (COST $9,915,667)                                           9,915,669
                                                            -----------

TOTAL INVESTMENTS IN SECURITIES
  (COST $23,712,175) 107.0%                                  23,783,570
Other Assets and Liabilities, Net (7.0%)                     (1,565,599)
                                                            ----------- 
NET ASSETS 100.0%                                           $22,217,971
                                                            ===========

                       See notes to financial statements.

4
<PAGE>


                                                  PERCENTAGE OF
INDUSTRY DIVERSIFICATION                            NET ASSETS
- --------------------------------------------------------------------
U.S. Government ..................................... 73.9%
General Obligation ..................................  4.1
Container ...........................................  3.5
Media - Publishing ..................................  3.5
Savings & Loan ......................................  3.5
Telephone ...........................................  3.1
Telecommunication Service ...........................  1.5
Commercial Service ..................................  1.4
Engineering & Construction ..........................  1.4
Healthcare - Patient Care ...........................  1.4
Insurance - Diversified .............................  1.4
Shipping ............................................  1.4
Bank - Regional .....................................  1.3
Leisure Service .....................................  1.3
Non-Agency Single Family ............................  1.1
Mortgage & Related Service ..........................  1.0
Brokerage & Investment Management ...................  0.7
Electric Power ......................................  0.7
Retail - Food Chain .................................  0.6
Diversified Operations ..............................  0.2
Other Assets and Liabilities, Net ................... (7.0)
                                                     ------ 
Total                                                100.0%
                                                     ====== 

                                                 PERCENTAGE OF
COUNTRY DIVERSIFICATION                           NET ASSETS
- -----------------------------------------------------------------
United States ...................................... 102.1%
Mexico .............................................   3.5
United Kingdom .....................................   1.4
Other Assets and Liabilities, Net ..................  (7.0)
                                                     ------ 
Total                                                100.0%
                                                     ====== 


LEGEND
- ------
(a)  Short-term  investments  include any security  which has a maturity of less
     than one year.
(b)  Restricted security.
(c)  The  Fund  may  engage  in  repurchase   agreements  where  the  underlying
     collateral consists of U.S. Government securities which are maintained in a
     segregated  account  with a custodian.  The market value of the  collateral
     must  exceed  the  principal  amount by at at least two  percent on a daily
     basis.
(d)  When-issued security.

     Percentages are stated as a percent of net assets.




STATEMENT OF ASSETS AND LIABILITIES
- --------------------------------------------------------------------------------
June 30, 1997 (Unaudited)

ASSETS:
   Investments in Securities, at Value
      (Including Repurchase Agreement of $9,700,000) 
      (Cost of $23,712,175)                                    $23,783,570
   Receivable from Brokers for Securities Sold                          90
   Interest Receivable                                             208,959
   Other Assets                                                     47,030
                                                               -----------
   Total Assets                                                 24,039,649

LIABILITIES:
   Payable to Brokers for Securities Purchased                   1,695,596
   Dividends Payable                                                85,701
   Accrued Operating Expenses and Other Liabilities                 40,381
                                                               -----------
   Total Liabilities                                             1,821,678
                                                               -----------
NET ASSETS                                                     $22,217,971
                                                               ===========

NET ASSETS CONSIST OF:
   Capital (par value and paid-in capital)                      21,971,772
   Undistributed Net Realized Gain                                 174,804
   Net Unrealized Appreciation                                      71,395
                                                               -----------
   Net Assets                                                  $22,217,971
                                                               ===========

Capital Shares Outstanding (Unlimited Number Authorized)         2,073,694

NET ASSET VALUE PER SHARE                                           $10.71
                                                                    ======

                       See notes to financial statements.

                                                                               5
<PAGE>


STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------
For the Period Ended June 30, 1997 (Unaudited)

INTEREST INCOME                                                     $333,486
EXPENSES:
   Investment Advisory Fees                                           12,167
   Custodian Fees                                                      3,007
   Shareholder Servicing Costs                                        11,794
   Professional Fees                                                   4,550
   Federal and State Registration Fees                                 8,931
   Other                                                               3,134
                                                                    --------
   Total Expenses before Waivers and Absorptions                      43,583
   Involuntary Expense Waivers and Absorptions by Advisor            (24,145)
                                                                    -------- 
   Expenses, Net                                                      19,438
                                                                    --------
NET INVESTMENT INCOME                                                314,048

REALIZED AND UNREALIZED GAIN (LOSS):
   Net Realized Gain (Loss) on:
     Investments                                                     175,052
     Futures Contracts                                                  (248)
                                                                    -------- 
     Net Realized Gain                                               174,804
   Change in Unrealized Appreciation/Depreciation on Investments      71,395
                                                                    --------
NET GAIN                                                             246,199
                                                                    --------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                $560,247
                                                                    ========

STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------


                                                                PERIOD ENDED
                                                                JUNE 30, 1997
                                                                -------------
                                                                 (UNAUDITED)
OPERATIONS:
   Net Investment Income                                       $   314,048
   Net Realized Gain                                               174,804
   Change in Unrealized Appreciation/Depreciation                   71,395
                                                               -----------
   Increase in Net Assets Resulting from Operations                560,247

DISTRIBUTIONS:
   From Net Investment Income                                     (314,048)

CAPITAL SHARE TRANSACTIONS:
    Proceeds from Shares Sold                                   23,539,028
    Proceeds from Reinvestment of Dividends                        226,908
    Payment for Shares Redeemed                                 (1,794,164)
                                                               ----------- 
    Increase in Net Assets from Capital Share Transactions      21,971,772
                                                               -----------
TOTAL INCREASE IN NET ASSETS                                    22,217,971

NET ASSETS:
   Beginning of Period                                                  --  
                                                               -----------  
   End of Period                                               $22,217,971
                                                               ===========

TRANSACTIONS IN SHARES OF THE FUND:
   Sold                                                          2,221,340
   Issued in Reinvestment of Dividends                              21,451
   Redeemed                                                       (169,097)
                                                                 --------- 
   Net Increase in Shares of the Fund                            2,073,694
                                                                 =========

                       See notes to financial statements.

6

<PAGE>


NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
June 30, 1997 (Unaudited)

1.  ORGANIZATION
    The Strong  Institutional  Bond Fund  commenced  operations  on December 31,
    1996, and is a diversified  series of Strong  Institutional  Funds, Inc., an
    open-end  management  investment  company  registered  under the  Investment
    Company Act of 1940.

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

    (A) Security  Valuation  --  Securities  of the  Fund are  valued  through
        valuations obtained by a commercial pricing service or the mean of the
        bid  and  asked  prices,  when  no  last  sales  price  is  available.
        Securities for which market  quotations are not readily  available are
        valued at fair value as  determined  in good faith under  consistently
        applied procedures established by and under the general supervision of
        the Board of Directors.  Securities which are purchased within 60 days
        of  their  stated  maturity  are  valued  at  amortized  cost,   which
        approximates current value.

        The Fund owns certain  investment  securities which are restricted as to
        resale.  These  securities  are  valued  by the Fund  after  giving  due
        consideration  to pertinent  factors,  including  recent  private sales,
        market  conditions  and the  issuer's  financial  performance.  The Fund
        generally  bears the costs,  if any,  associated with the disposition of
        restricted securities. Aggregate cost and fair value of these restricted
        securities   at  June  30,   1997  were   $1,522,375   and   $1,548,763,
        respectively,  representing 7.0% of the net assets of the Fund. Of these
        securities,  which are  restricted as to resale,  50.1% are eligible for
        resale  pursuant to Rule 144A under the  Securities Act of 1933 and also
        have been  determined to be liquid by the Advisor based upon  guidelines
        established by the Fund's Board of Directors.

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

        The character of distributions  made during the year from net investment
        income or net realized  gains may differ from the  characterization  for
        federal  income tax purposes due to  differences  in the  recognition of
        income and expense items for financial statement and tax purposes. Where
        appropriate,  reclassifications  between net asset accounts are made for
        such differences that are permanent in nature.

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

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

    (E) Options  --  Premiums  received  by the Fund  upon  writing  put or call
        options are recorded as an asset with a corresponding liability which is
        subsequently adjusted to the current market value of the option. When an
        option expires, is exercised,  or is closed, the Fund realizes a gain or
        loss,  and the liability is  eliminated.  The Fund continues to bear the
        risk of adverse  movements in the price of the  underlying  asset during
        the period of the option,  although any potential loss during the period
        would be reduced by the amount of the option premium received.

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

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

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


                                                                               7
<PAGE>


NOTES TO FINANCIAL STATEMENTS (continued)
- --------------------------------------------------------------------------------
June 30, 1997 (Unaudited)

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

    (J) Other --  Investment  security  transactions  are  recorded on the trade
        date.  Dividend  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
    Strong Capital Management,  Inc. (the "Advisor"), with whom certain officers
    and  directors  of the Fund are  affiliated,  provides  investment  advisory
    services and shareholder recordkeeping and related services to the Fund. The
    investment  advisory  fee,  which is  established  by terms of the  Advisory
    Agreement,  is based on an annualized  rate of .25% of the average daily net
    assets  of the Fund.  Advisory  fees are  subject  to  reimbursement  by the
    Advisor if the Fund's operating expenses exceed certain levels.  Shareholder
    recordkeeping   and  related   service  fees  are  based  on   contractually
    established rates for each open and closed shareholder account. In addition,
    the Advisor is  compensated  for  certain  other  services  related to costs
    incurred for reports to shareholders.

    The Funds may invest  cash  reserves in money  market  funds  sponsored  and
    managed by Strong Capital Management,  Inc., 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,  the
    Advisor remits to the Fund an amount equal to all fees otherwise due to them
    under their  investment  advisory  agreement for the assets invested in such
    money market funds.

    The  amount  payable  to the  Advisor  at June  30,  1997  and  unaffiliated
    directors' fees, excluding the effect of waivers and reimbursements, for the
    period then ended were $39,894 and $750, respectively.

4.  INVESTMENT TRANSACTIONS
    The aggregate  purchases and sales of U.S.  Government and Agency securities
    for the six months  ended June 30, 1997 were  $18,438,533  and  $10,920,202,
    respectively.   The  aggregate   purchases  and  sales  of  other  long-term
    securities  for the six months  ended  June 30,  1997 were  $15,097,525  and
    $8,999,263, respectively.


5.  INCOME TAX INFORMATION
    At June 30, 1997,  the cost of  investments in securities for federal income
    tax purposes was $23,712,175.  Net unrealized appreciation of securities was
    $71,395,  consisting of gross  unrealized  appreciation  and depreciation of
    $90,326 and $18,931, respectively.


FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
<TABLE>

<CAPTION>

                                    SELECTED PER-SHARE DATA (a)
                    ---------------------------------------------------------------------------------------------------
                                  INCOME FROM INVESTMENT OPERATIONS               LESS DISTRIBUTIONS                   
                                -------------------------------------   ------------------------------------
                                            Net Realized                                         
                    Net Asset              and Unrealized     Total                                           Net Asset 
                      Value,       Net          Gains         from       From Net   From Net                    Value,  
                    Beginning   Investment   (Losses) on   Investment   Investment  Realized       Total        End of 
                    of Period     Income     Investments   Operations     Income      Gains    Distributions    Period 

<S>                   <C>         <C>           <C>           <C>         <C>         <C>         <C>           <C>    
June 30, 1997 (b)     $10.00      $0.31         $0.71         $1.02       ($0.31)     $0.00       ($0.31)       $10.71 
</TABLE>

<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS (Continued)

                                             RATIOS AND SUPPLEMENTAL DATA                             
                     -----------------------------------------------------------------------------                              
                                   Net                 Ratio of Expenses   Ratio of Net                         
                                 Assets,     Ratio of    to Average Net     Investment                         
                                 End of      Expenses    Assets Without      Income      Portfolio                 
                     Total     Period (In   to Average    Waivers and       to Average    Turnover 
                     Return    Thousands)   Net Assets    Absorptions       Net Assets      Rate   
                                                                                
<S>                  <C>        <C>            <C>            <C>              <C>         <C>                
June 30, 1997 (b)    +10.3%     $22,218        0.4%*          0.9%*            6.3%*       219.9%             
                    
</TABLE>


*    Calculated on an annualized basis.
(a)  Information  presented  relates  to a share  of  capital  stock of the Fund
     outstanding for the entire period.
(b)  For the  period  from  December  31,  1996  (inception)  to June  30,  1997
     (Unaudited). Total return and portfolio turnover rate are not annualized.


8
<PAGE>
                                   DIRECTORS
                                Richard S. Strong
                                  John Dragisic
                                 Willie D. Davis
                                 Stanley Kritzik
                                Marvin E. Nevins
                                 William F. Vogt

                                    OFFICERS
                    Richard S. Strong, Chairman of the Board
                            John Dragisic, President
                       Lawrence A. Totsky, Vice President
                         Thomas P. Lemke, Vice President
                         John S. Weitzer, Vice President
              Stephen J. Shenkenberg, Vice President and Secretary
                           John A. Flanagan, Treasurer

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

                                    CUSTODIAN
                              Firstar Trust Company
                    P.O. Box 701, Milwaukee, Wisconsin 53201

                                     AUDITOR
                            Coopers & Lybrand L.L.P.
              411 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 1-800-733-CASH (2274). 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.



                               [STRONG FUNDS LOGO]

                         STRONG CAPITAL MANAGEMENT, INC.
                    P.O. Box 782 o Milwaukee, Wisconsin 53201
                                                                         5527G98




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission