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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act file number: 811-8100

Strong Equity Funds, Inc., on behalf of

Strong Advisor Large Company Core Fund,

Strong Advisor Mid Cap Growth Fund,

Strong Advisor Small Cap Value Fund,

Strong Advisor Utilities and Energy Fund,

Strong Dow 30 Value Fund,

Strong Enterprise Fund,

Strong Growth 20 Fund,

Strong Growth Fund,

Strong Index 500 Fund,

Strong Large Cap Core Fund,

Strong Large Company Growth Fund,

Strong Mid Cap Disciplined Fund,

Strong Technology 100 Fund,

Strong U.S. Emerging Growth Fund

and Strong Value Fund

(Exact name of registrant as specified in charter)

P.O. Box 2936 Milwaukee, WI	53201
(Address of principal executive offices)	(Zip code)

Richard Smirl, Strong Capital Management, Inc.

P.O. Box 2936 Milwaukee, WI 53201

(Name and address of agent for service)

Registrant’s telephone number, including area code: (414) 359-3400

Date of fiscal year end: December 31

Date of reporting period: December 31, 2003

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. (S) 3507.

Item 1.    Reports to Shareholders

ANNUAL REPORT    |    December 31, 2003

Strong

Growth

Funds

Strong Blue Chip Fund
Strong Discovery Fund
Strong Endeavor Fund
Strong Large Cap Growth Fund
Strong U.S. Emerging Growth Fund
Strong Enterprise Fund
Strong Growth 20 Fund
Strong Growth Fund
Strong Large Company Growth Fund

ANNUAL REPORT    |    December 31, 2003

Strong

Growth

Funds

Table of Contents

Investment Reviews
Strong Blue Chip Fund	2
Strong Discovery Fund	4
Strong Endeavor Fund	6
Strong Large Cap Growth Fund	8
Strong U.S. Emerging Growth Fund	10
Strong Enterprise Fund	12
Strong Growth 20 Fund	14
Strong Growth Fund	16
Strong Large Company Growth Fund	18
Financial Information
Schedules of Investments in Securities
Strong Blue Chip Fund	20
Strong Discovery Fund	20
Strong Endeavor Fund	22
Strong Large Cap Growth Fund	23
Strong U.S. Emerging Growth Fund	25
Strong Enterprise Fund	27
Strong Growth 20 Fund	28
Strong Growth Fund	29
Strong Large Company Growth Fund	31
Statements of Assets and Liabilities	33
Statements of Operations	39
Statements of Changes in Net Assets	43
Financial Highlights	47
Notes to Financial Statements	56
Report of Independent Auditors	71
Directors and Officers	72

A Few Words From Dick Weiss

Market Update — January 1, 2003, to December 31, 2003

One of the great strengths of Strong Capital Management, Inc. (“Strong”), is the autonomy of its different investment teams. Unlike so many institutions where a single investment philosophy predominates and stock selection is done by committee, Strong is comprised of highly independent investment teams with individual philosophies and practices.

This independence notwithstanding, the investment teams share a common objective — adding value for shareholders.

Despite the turmoil surrounding the mutual fund industry and our firm during the last quarter of 2003, Strong’s investment teams performed admirably. According to Lipper, 74 percent of the Strong Funds beat their respective peer indices since their inception.*

Indeed, 2003 turned out to be a better year than anticipated by the investment world. In October of 2002, the market bottomed, and then began a steady advance upward into 2003. Troubled by the prospect of military conflict with Iraq, the market turned down in January and bottomed again in March. Once the outcome in Iraq

Economic Growth Rebounded in 2003

* Results are based on total returns. 110 of 149 funds, including separate share classes, outperformed their Lipper Peer Indices since the funds’ inception through 12-31-03. Investment values fluctuate. Results will vary for other time periods. Does not include effect of any loads (as applicable).

(Continued on next page)

became clear, the market anticipated the major business recovery that materialized in the third and fourth quarters, and resumed its forward march. The S&P 500 Index, Dow Jones Industrial Average, and Nasdaq moved up smartly for the remainder of the year.

It was, in effect, a rising tide that lifted many boats. Stocks that had been especially battered by the three-year bear market — either because the market assumed their business models were broken or because they had been pushed to the edge of bankruptcy — enjoyed dramatic recoveries. Once it became clear that the economy had bottomed, many of the most downtrodden stocks rebounded like coiled springs and rose appreciably in the second half of 2003. This is a phenomenon that has typically occurred after tough bear markets and has generally lasted around 6-8 months. I believe we are approaching the end of this phase.

In some instances, I believe going against conventional wisdom in 2004 will spell the difference between average and exceptional performance. For example:

• Popular opinion has it that manufacturing — a sector which has suffered for roughly 30 years — will continue to falter in 2004. I disagree. It appears that 2004 may shape up to be the first synchronized global economic recovery in years. That, combined with a weak dollar, should make U.S. manufacturing goods increasingly competitive around the world and bolster the sector’s overall results.

• The energy sector, which significantly underperformed in 2003, looks promising as well. While it participated in the fourth quarter rally, it lagged for the year and was nearing an all-time low, as a percentage of the S&P 500 Index. Energy prices were stronger than most observers expected in 2003. Given the likely increase in demand as the global economy expands, energy prices should remain at the upper end of their normal trading range. This scenario would allow individual energy stocks to play catch-up.

Here at home, the U.S. economy shows unmistakable signs of strengthening. Job growth is gaining momentum. Consumer confidence quite clearly is on the rise. All in all, it’s an encouraging combination.

If you accept the premise that there will be a wider divergence of performance this year, diversification becomes essential. It’s going to be harder to make money in 2004 than it was in 2003. But in a market environment where a rising tide will not lift all issues indiscriminately, diversified mutual funds can be a sound and sensible investment option.

Consumer Confidence Increased in 2003

Thank you for investing with Strong.

Richard T. Weiss

Vice Chairman

Strong Financial Corporation

Strong Blue Chip Fund

The year 2003 proved to be a very strong year for equities, providing welcome relief from the three-year bear market. In this environment, the Strong Blue Chip Fund posted a return of 29.00% for the one-year period. This placed it slightly ahead of its broad-based benchmark, the S&P 500, which returned 28.67%.

Over the year, the Fund’s performance generally followed the same direction as the broader market. The Fund posted mild losses in the first quarter, when the markets and the economy were stalled by concerns about the war with Iraq. Over the remainder of the year, however, the Fund posted strong returns as the war’s quick resolution boosted investor and consumer confidence. Economic stimulus, in the form of tax cuts from the President and Congress, and continued low interest rates from the Federal Reserve helped to drive an economic rebound that supported strong equity performance across virtually every sector of the market.

Small caps led the market

In keeping with our “blue chip” mandate, this Fund focused on the stocks of high-quality, large-cap companies that we believed offer solid prospects for future growth and were available at reasonable prices. In the early stages of the year’s recovery, investors were still cautious, and thus favored larger-company stocks, which can offer a greater degree of stability than small-cap stocks. The Fund benefited strongly from this trend in the second quarter of the year.

As the economy showed signs of an accelerating recovery, though, investors gained more confidence and were willing to take on higher degrees of risk. This led to renewed interest in smaller-company stocks, driving their returns strongly forward in the second half of the year. Our portfolio was strongly skewed toward larger companies, so this shift in market direction was not entirely favorable to our relative returns. Less risk-wary investors also drove technology stocks higher, which did have a positive impact on a number of the Fund’s holdings.

While we retained a large-cap focus, in spring we expanded the universe of stocks eligible for inclusion in the portfolio. This roughly doubled the number of eligible stocks, giving us the ability to be both more flexible and more selective in our investments. This change contributed to the Fund’s improved performance in the late spring and the second half of the year. This does not mean that we are adding small caps to the Fund; it simply indicates that we have been able to make good use of our new ability to range outside of the very largest companies in the U.S.

Technology had strong returns

The return to favor of many technology and telecommunication stocks had a positive impact on the Fund’s performance. Among our successful holdings in these areas were eBay, Yahoo!, and Nextel Communications. We consider eBay and Yahoo! to be representatives of not only the technology sector but also a representative of consumer stocks. This characteristic was strongly evident in 2003, as the two appeared to benefit from strong consumer trends as well as renewed interest in the tech sector. The single most beneficial holding in the portfolio was also a technology stock: networking giant Cisco Systems. Because technology stocks have already experienced a strong run-up, we do not anticipate carrying a large overweighting in the sector (relative to our benchmark) in 2004.

In the second half of the year, we reduced the Fund’s exposure to healthcare stocks. As many stocks in the sector underperformed the market — particularly major pharmaceutical companies — this move benefited our returns. We believe we now can identify companies in the sector that offer good opportunities for growth, given their now much more reasonable valuations.

Recovery appears likely to continue

The consumer has led the economic recovery so far, with heavy spending in housing and cars. We believe consumer spending will continue to play a large role in economic growth in 2004. There are hopes for an improving employment picture, and that, along with continued benefits from 2003’s tax-cut legislation, should help to further the outlook for consumer spending. For this reason, we expect to emphasize consumer-oriented stocks in the portfolio.

Business spending may, however, now be moving into a leadership role, as evidenced by a resurgence in production and rising orders for capital goods. Considering all these factors, we have positioned the Fund to benefit from the global economic expansion that we anticipate will continue in 2004.

Thank you for your investment in the Strong Blue Chip Fund.

Karen E. McGrath

Portfolio Manager

2

Fund Highlights

Your Fund’s Approach

The Fund invests, under normal conditions, at least 80% of its net assets in blue chip companies. The Fund considers blue chip companies to be companies whose stock is included in the Russell Top 200 Growth Index or companies with a similar capitalization at the time of the Fund’s investment. The Fund invests in blue chip companies and focuses on companies its manager believes offers the potential for capital growth.

Average Annual Total Returns

As of 12-31-03

Investor Class
1-year	29.00	%
3-year	-12.43	%
5-year	-5.36	%
Since Fund Inception (6-30-97)	2.69	%

Equity funds are volatile investments and should only be considered for long-term goals.

Growth of an Assumed $10,000 Investment^†

From 6-30-97 to 12-31-03

Mention of specific securities in this report is not indicative of whether the Fund may make additional purchases of, sell all or a portion of, or continue to hold those securities.

^† 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 S&P 500 Index and the Lipper Large-Cap 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. Current performance may be lower or higher than the quoted performance. Call us or visit www.Strong.com for the most current performance information. The graph and the Average Annual Total Returns table do not reflect the deduction of taxes, if any, that a shareholder would pay on Fund distributions or the redemption of Fund shares.

The Fund’s prospectus and statement of additional information may describe restrictions on the percentage of a particular type or quality of security in which the Fund may invest (“Percentage Restrictions”). Percentage Restrictions apply at the time the Fund purchases a security. Circumstances subsequent to the purchase of the security, such as a change in: (1) the Fund’s assets (e.g., due to cash inflows and redemptions); (2) the market value of the security; or (3) the pricing, liquidity, or rating of the security, may cause the Fund to exceed or fall short of the Percentage Restriction. If this happens, the Fund’s continued holding of the security will not constitute a violation of the Percentage Restriction.

From time to time, the Fund’s advisor and/or administrator has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.

* The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market value weighted index (stock price times number of shares outstanding), with each stock’s weight in the Index proportionate to its market value. The Lipper Large-Cap Growth Funds Index is the average of the 30 largest funds in the Lipper Large-Cap Growth Funds Category. Source of the S&P index data is Standard & Poor’s Micropal. Source of the Lipper index data is Lipper Inc.

3

Strong Discovery Fund

The Strong Discovery Fund delivered its best annual return to shareholders in more than a decade, gaining 38.34%. Nonetheless, the Fund’s positioning during the second quarter negatively affected the overall performance, resulting in the Fund trailing its broad-based benchmark, the Russell 2000 Index, which returned 47.25% for the year.

The return of the Russell 2000 was heavily influenced by the smallest companies in the index. In fact, micro-cap companies — those with market capitalizations of less than $500 million — produced a good deal of the index’s return. This Fund strives to keep a balance of both small- and mid-cap stocks to help manage risk. We believe this is a prudent long-term strategy, though it hindered our performance relative to our benchmark this past year.

Improvement in the economy and markets

The stock market improved considerably during the middle of 2003, as concerns about the conflict in Iraq eased, and the outlook for economic growth improved. Investor confidence improved significantly, and consumer spending remained robust. By the end of the year, signs of an impressive economic recovery became undeniable.

While we were not surprised by the fundamental strength of the economy or corporate earnings, we were surprised that high-volatility stocks experienced the strongest performance over the past year. This is evidenced by data indicating that the strongest performance in 2003 came from those companies that had the poorest returns on equity in addition to having the most volatile stock prices. Our focus on exhaustive, fundamental research tends to steer us away from such companies, which accounts for much of our underperformance this past year.

Intensive research drives the process

Our team of portfolio managers and analysts worked diligently in 2003 to research each individual holding for the Discovery Fund. Our research process is based on the idea of surrounding a company. This can be likened to the work of investigative journalists. We begin by thoroughly analyzing its financial statements, looking for strong earnings growth relative to the investment required to grow their businesses.

This year our research led us to a number of consumer discretionary holdings, including Urban Outfitters, which contributed significantly to performance. This lifestyle merchandising company operates specialty retail stores under the Urban Outfitters, Anthropologie, and Free People brands. Many elements of our research process helped us to identify the opportunity we believe this company represents. We hold extensive conversations with senior management, but also interview middle managers, sales personnel, and product or channel managers who can provide valuable insights into sales trends, customer interests, and the competitive landscape. These relationships help us to gain an understanding of the effectiveness of new product and customer initiatives. Information from competitors, suppliers, and customers helps to round out our understanding of a company.

Companies with distinct qualities

With our investigative research, we were able to determine that Urban Outfitters, which targets fashion-conscious young adults, offered unique merchandise that indicated a keen understanding of customer buying trends. We believed this company had an exciting growth opportunity in each of its store concepts, as the company grows from a relatively small base. We also believed the company would be able to grow smart, as it began to open more mall-based locations, which have a lower cost to operate.

Our research also led us to pay close attention to the healthcare sector, which was a robust contributor to portfolio performance in 2003. Fund holding Digene Corporation, a developer of gene-based testing systems for the screening of human diseases, performed especially well. Digene’s primary focus is on screening for women’s cancers and infectious diseases. During the year, Digene’s stock performed well as its testing products gained further acceptance and as the company continued its expansion in Europe.

When investing in small- and mid-cap companies, we believe that our research into companies of all sizes is a key advantage. Many small- and mid-cap companies compete, form partnerships, or do business with larger companies. With research that spans the market capitalization spectrum, we get unusual insights that enhance our ability to build a differentiated portfolio of growth stocks.

Our outlook for 2004

Investors enter 2004 with more optimism about the future for equities, supported by an improving economy and low interest rates and inflation. After the broad rally of the past year, however, we believe investors will be much more

4

Fund Highlights

Your Fund’s Approach

The Fund invests in securities that its managers believe offer attractive opportunities for growth. The Fund usually invests in a diversified portfolio of common stocks from small- and medium-capitalization companies. These are chosen through a combination of in-depth fundamental analysis of a company’s financial reports and direct, on-site research during company visits.

Average Annual Total Returns

As of 12-31-03

Investor Class
1-year	38.34	%
5-year	6.75	%
10-year	7.82	%
Since Fund Inception (12-31-87)	12.57	%

Equity funds are volatile investments and should only be considered for long-term goals.

Growth of an Assumed $10,000 Investment^†

From 12-31-87 to 12-31-03

Mention of specific securities in this report is not indicative of whether the Fund may make additional purchases of, sell all or a portion of, or continue to hold those securities.

† 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^® Index and the Lipper Mid-Cap Core Funds Average. 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. Current performance may be lower or higher than the quoted performance. Call us or visit www.Strong.com for the most current performance information. The graph and the Average Annual Total Returns table do not reflect the deduction of taxes, if any, that a shareholder would pay on Fund distributions or the redemption of Fund shares.

The Fund’s prospectus and statement of additional information may describe restrictions on the percentage of a particular type or quality of security in which the Fund may invest (“Percentage Restrictions”). Percentage Restrictions apply at the time the Fund purchases a security. Circumstances subsequent to the purchase of the security, such as a change in: (1) the Fund’s assets (e.g., due to cash inflows and redemptions); (2) the market value of the security; or (3) the pricing, liquidity, or rating of the security, may cause the Fund to exceed or fall short of the Percentage Restriction. If this happens, the Fund’s continued holding of the security will not constitute a violation of the Percentage Restriction.

Because smaller companies often have narrower markets and limited financial resources, investments in theses stocks present more risk than investments in those of larger, more established companies.

From time to time, the Fund’s advisor and/or administrator has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.

* The Russell 2000^® Index measures the performance of the 2,000 smallest companies in the Russell 3000^® Index, which represents approximately 8% of the total market capitalization of the Russell 3000^® Index. The Lipper Mid-Cap Core Funds Average is the average of all funds in the Lipper Mid-Cap Core Funds Category. Source of the Russell index data is Standard & Poor’s Micropal. Source of the Lipper index data is Lipper Inc.

discriminating going forward. They are likely to reward companies with sustainable or improving growth, and punish those whose projections prove too optimistic — a situation that could particularly affect companies with the loftiest stock prices.

Thank you for your investment in the Strong Discovery Fund. We appreciate the trust you’ve placed in us.

Thomas J. Pence

Portfolio Co-Manager

James M. Leach

Portfolio Co-Manager

5

Strong Endeavor Fund

For the year ended December 31, 2003, the Strong Endeavor Fund delivered very solid returns, advancing 32.57%. It outperformed its broad-based index, the S&P 500, which returned 28.67% over the same period.

We had positioned the Fund to benefit from overall improvement in economic conditions and investor confidence. As that improvement took shape over the course of the year, the Fund posted solid performance. The Fund’s returns were largely driven by solid stock picking among the consumer discretionary, technology, and healthcare sectors of the market.

An investigative approach

Our team of portfolio managers and analysts worked diligently in 2003 to research each individual holding for the Fund. Our research process is based on the idea of surrounding a company. This can be likened to the work of investigative journalists, tapping into an extensive network of sources to develop an original investment opinion. We begin surrounding a company by thoroughly analyzing its financial statements, looking for companies that can produce strong earnings growth relative to the investment required to grow their businesses.

One of the companies this research led us toward in 2003 was Cisco Systems, the manufacturer of a broad array of networking and communications products. We seek to gain perspectives from many key individuals who directly affect the particular company or industry that is the subject of our research. We hold extensive conversations with senior management, but also interview middle managers, sales personnel, and product or channel managers who can provide valuable insights into sales trends, customer interests, and the competitive landscape. These relationships help us to gain an understanding of the effectiveness of new product and customer initiatives. Information from competitors, suppliers, and customers helps to round out our understanding.

In Cisco’s case, our research among component suppliers indicated that business trends were improving across most of the company’s customer base. Indeed, Cisco was able to announce an important new contract with the U.S. Defense Department to build a high-speed data network. Cisco’s solid operating leverage, improving business trends, and reduced product backlog and lead times were all positive for the company’s stock.

Healthy performers for the fund

Semiconductor manufacturer Intel Corporation was also a solid holding during the period. The semiconductor industry fared well this year, and Intel rose on the strength in demand as it witnessed a solid push in the markets for servers, desktop computers, and mobile devices. Also, the company continued to benefit from high expectations that its Centrino chipset will allow it to build considerable market share in the growing laptop market.

Finally, as demand for leisure travel improved this year, our carefully researched holdings in the travel sector contributed positively to returns. For example, Royal Caribbean, one of the world’s largest cruise lines, benefited from improved bookings and its strong position among its competitors. As the economy strengthened, we detected improving leisure travel as trends returned to normal after three years of below-average results.

We believe that our research of companies of all sizes is a key advantage even when investing in larger-cap companies. Many large companies compete, form partnerships, or do business with smaller and midsize companies. With research that spans the market-capitalization spectrum, we get unusual insights that enhance our ability to build a differentiated portfolio of growth stocks.

A positive outlook overall

We expect economic and corporate earnings growth to continue at a moderate pace in the coming year. Inflation appears to be at a sustainably low level, with strong productivity gains and job growth finally picking up. These factors should provide a solid foundation for the equity markets next year.

There is, however, potential for rising interest rates due to a weaker dollar and improving economy, which could hamper stock returns somewhat. In this environment, we intend to continue to maintain a balance of core growth holdings and develop growth stocks in the portfolio. Our aim is to take advantage of the opportunities that may present themselves in 2004, while prudently managing risk.

Thank you for your investment in the Strong Endeavor Fund. We appreciate the trust you’ve placed in us.

Thomas J. Pence

Portfolio Co-Manager

D. Paul Berg

Portfolio Co-Manager

6

Fund Highlights

Your Fund’s Approach

The Fund focuses on companies that its managers believe have above-average earnings growth prospects. The Fund invests primarily in large-capitalization companies but also invests in small- and medium-capitalization companies. The Fund’s managers select companies that have attractive growth prospects, accelerating sales and earnings, and positive fundamentals.

Average Annual Total Returns

As of 12-31-03

Investor Class
1-year	32.57	%
Since Fund Inception (4-6-01)	-2.54	%

Equity funds are volatile investments and should only be considered for long-term goals.

Growth of an Assumed $10,000 Investment^†

From 4-6-01 to 12-31-03

Mention of specific securities in this report is not indicative of whether the Fund may make additional purchases of, sell all or a portion of, or continue to hold those securities.

† This graph, provided in accordance with SEC regulations, compares a $10,000 investment in the Fund, made at its inception, with a similar investment in the S&P 500 Index and the Lipper Large-Cap 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 a loss when you sell shares. Current performance may be lower or higher than the quoted performance. Call us or visit www.Strong.com for the most current performance information. The graph and the Average Annual Total Returns table do not reflect the deduction of taxes, if any, that a shareholder would pay on Fund distributions or the redemption of Fund shares.

The Fund’s prospectus and statement of additional information may describe restrictions on the percentage of a particular type or quality of security in which the Fund may invest (“Percentage Restrictions”). Percentage Restrictions apply at the time the Fund purchases a security. Circumstances subsequent to the purchase of the security, such as a change in: (1) the Fund’s assets (e.g., due to cash inflows and redemptions); (2) the market value of the security; or (3) the pricing, liquidity, or rating of the security, may cause the Fund to exceed or fall short of the Percentage Restriction. If this happens, the Fund’s continued holding of the security will not constitute a violation of the Percentage Restriction.

From time to time, the Fund’s advisor and/or administrator has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.

* The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market value weighted index (stock price times number of shares outstanding), with each stock’s weight in the Index proportionate to its market value. The Lipper Large-Cap Growth Funds Index is the average of the 30 largest funds in the Lipper Large-Cap Growth Funds Category. Source of the S&P index data is Standard & Poor’s Micropal. Source of the Lipper index data is Lipper Inc.

7

Strong Large Cap Growth Fund

The year 2003 offered extraordinary returns for equity investors, as double-digit returns surpassed the common expectations after a three-year bear market. The Strong Large Cap Growth Fund was up a solid 26.83% for the year, performance that placed it just behind its broad-based S&P 500 Index, which returned 28.67% for the same period.

Economic stimulus efforts worked

Stock markets surged upward around the world as central banks, including the U.S. Federal Reserve, took active steps to ignite languishing global economies. In the U.S., the Fed’s efforts received an extra boost from the tax cuts provided by the President and Congress.

The economic stimulus had its desired impact, and as economic activity increased, corporate earnings improved, and investors gained some much-needed confidence to buy stocks. The change was dramatic, with the equity markets rallying by more than 35% off the lows they hit in March.

While many positive fundamental trends provided welcome support for this year’s rally, the equity market included a speculative element as well. This is evidenced by data indicating that the strongest performance in 2003 came from those companies that had the poorest returns on equity in addition to having the most volatile stock prices. Our process tends to steer us away from such companies, which accounts for much of our underperformance this past year.

A hands-on research process

Our investment process to discover long-term winners was very fundamental in nature. First, we did our financial homework and kicked the tires, meeting directly with company management — and researching competitors as well, to gain a broader understanding of the opportunities and pressures within an industry. We then considered this company-specific research in light of our overall outlook on the direction of the economy, as well as any broad investment themes that we believed could provide a favorable tailwind for specific sectors and industries. Among the themes we considered were the impact of the aging of the baby boomer generation, the emergence of China as an economic power, and the rising demand for healthcare products and services.

Managing risk is essential, given that growth stocks tend to be more volatile than value-oriented stocks. We sought to diversify the Fund by owning 80 to 100 stocks in the portfolio, spanning many industries. Our discipline for selling stocks was also driven by our eye toward risk management. We set target prices for the stocks the Fund owns, and we continuously monitored the relevant valuation measures for our holdings. We also watched for changes in fundamental conditions that could hurt the prospects for one or more of the Fund’s holdings.

Two examples from the portfolio

Intel is an example of one of the Fund’s largest holdings, and one of its biggest gainers in 2003. As the world’s largest manufacturer of microprocessors for personal computers and other uses through the technology and telecommunications industries, Intel has emerged from the post-Y2K technology recession as an even stronger and more dominant competitor. Intel managed to remain profitable throughout the recession while awaiting an economic recovery by offering a host of new products, including the Centrino processor for mobile computers.

Another large Fund holding that performed during the year was Home Depot. In early 2003, Home Depot was commonly viewed as a broken, one-time growth stock with a new management team that didn’t understand the retail business and had carelessly destroyed the company’s famous culture of customer service. We didn’t accept the conventional wisdom at face value and instead looked more closely at the company’s CEO, Bob Nardelli. After carefully researching his reputation and previous track record, and by listening to his plans for turning around the troubled retailer, we formed a much more positive opinion and invested in the stock. In 2003, Nardelli’s initiatives, supported by a buoyant housing market, enabled Home Depot to exceed consensus earnings expectations and caused its stock to outperform for the year.

Economy could remain strong

Our outlook for the coming months is continued economic strength with the Federal Reserve keeping interest rates low through the first half of the year. These factors, combined with the tendency for Presidential election years to be friendly to the equity markets, should provide a good backdrop for stocks in early 2004. We therefore believe the companies that can benefit from a stronger economic environment should do well in the coming year.

8

Fund Highlights

Your Fund’s Approach

The Fund invests in stocks of large-capitalization companies that its manager believes offer the potential for capital growth. The Fund’s manager seeks to identify companies that have superior sales and earnings, enjoy a competitive advantage, and have effective management. Although the Fund can invest in stocks of any economic sector, at times it may emphasize one or more particular sectors.

Average Annual Total Returns

As of 12-31-03

Investor Class
1-year	26.83	%
5-year	-3.59	%
10-year	6.92	%
Since Fund Inception (12-30-81)	11.82	%

Equity funds are volatile investments and should only be considered for long-term goals.

Growth of an Assumed $10,000 Investment^†

From 12-30-81 to 12-31-03

Mention of specific securities in this report is not indicative of whether the Fund may make additional purchases of, sell all or a portion of, or continue to hold those securities.

† 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 S&P 500 Index and the Lipper Large-Cap 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. Current performance may be lower or higher than the quoted performance. Call us or visit www.Strong.com for the most current performance information. The graph and the Average Annual Total Returns table do not reflect the deduction of taxes, if any, that a shareholder would pay on Fund distributions or the redemption of Fund shares.

The Fund’s prospectus and statement of additional information may describe restrictions on the percentage of a particular type or quality of security in which the Fund may invest (“Percentage Restrictions”). Percentage Restrictions apply at the time the Fund purchases a security. Circumstances subsequent to the purchase of the security, such as a change in: (1) the Fund’s assets (e.g., due to cash inflows and redemptions); (2) the market value of the security; or (3) the pricing, liquidity, or rating of the security, may cause the Fund to exceed or fall short of the Percentage Restriction. If this happens, the Fund’s continued holding of the security will not constitute a violation of the Percentage Restriction.

From time to time, the Fund’s advisor and/or administrator has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.

* The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market value weighted index (stock price times number of shares outstanding), with each stock’s weight in the Index proportionate to its market value. The Lipper Large-Cap Growth Funds Index is the average of the 30 largest funds in the Lipper Large-Cap Growth Funds Category. Source of the S&P index data is Standard & Poor’s Micropal. Source of the Lipper index data is Lipper Inc.

Thank you for your continued investment in the Strong Large Cap Growth Fund. We appreciate the confidence you’ve placed in us.

Bruce C. Olson

Portfolio Manager

9

Strong U.S. Emerging Growth Fund

For the year ended December 31, 2003, the Strong U.S. Emerging Growth Fund returned 48.70%, placing it ahead of its broad-based benchmark, the Russell 2000 Index, which returned 47.25% for the same period.

The economic climate improved as the year progressed, as did the Fund’s performance. We believed that the Federal Reserve would maintain its accommodative stance on interest rates and also anticipated that the fiscal stimulus measures — particularly tax cuts — pursued by President Bush in advance of the election year would provide further support for economic recovery.

Based on our economic outlook, we decided to emphasize in the portfolio those companies and sectors that were positioned to benefit from a recovering economy. This move played a large part in the Fund’s strong relative and absolute performance.

There was also a change in market leadership; where value stocks had prevailed in less certain times, growth stocks came to the fore as the economic recovery took firm hold.

Prepared for recovery

The most notable event in the first half of 2003 was the war in Iraq. Uncertainty leading up to the war caused consumer and business confidence to plummet, making it very difficult to manage growth stock portfolios. In November 2002, we repositioned the Fund in anticipation of improving business conditions and increasing consumer confidence, positioning that hurt performance in the year’s first quarter.

As the major portion of the war came to a quick resolution, however, confidence returned to the economy and the markets. Improvement began in the second quarter, and in the third and fourth quarters the signs of economic recovery became much clearer. The resumption of economic growth coupled with low interest rates and inflation provided a very positive backdrop for small- and mid-cap growth stocks. We expect these positive conditions to continue into the future.

Favored sectors for the fund

We added to our holdings in those groups that have traditionally done well coming out of slow economic periods. These include trucking companies, freight forwarders, retailers, restaurants, and technology companies. For different reasons, we also began to add to our position in the energy sector. After three years of almost no drilling among these companies, we began to see an upturn in such activity. This suggested that a new natural-gas production cycle was beginning, which would be a positive development given the very constrained supply situation that existed.

To accommodate these additions to the portfolio, we reduced our holdings among some of the more defensive stocks in our portfolio. While these companies retained appealing characteristics, they historically have underperformed faster-growing sectors during an economic recovery.

Our outlook is positive

The shift in market leadership from value to growth stocks helped drive our performance in 2003. Typically, such cycles of outperformance for an investment style have lasted from three to five years. While we will carefully monitor the market and economic climate for changing conditions, we find this historical pattern to be encouraging as we look to the months and years ahead.

We anticipate that the positive environment for small- and mid-cap growth stocks should persist for some time to come. Based on our research, we believe that corporate profits may exceed expectations in 2004. Continued low interest rates and inflation, along with the still significant amounts of investable cash that remains on the sidelines, could help fuel the next move upward in the broader market in general, and smaller-cap growth stocks specifically.

Thank you for your investment in the Strong U.S. Emerging Growth Fund.

Thomas L. Press

Portfolio Co-Manager

Donald M. Longlet

Portfolio Co-Manager

Robert E. Scott

Portfolio Co-Manager

10

Fund Highlights

Your Fund’s Approach

The Fund invests in stocks of U.S. companies that appear to have relatively strong long-term growth potential in revenues and profitability. To identify these companies, the managers look for several characteristics, including strong revenue growth, high return on invested capital, overall financial strength, competitive advantages, reasonable current stock price, effective management, and competence in research, development, and marketing.

Average Annual Total Returns

As of 12-31-03

Investor Class
1-year	48.70	%
3-year	-8.06	%
5-year	9.16	%
Since Fund Inception (12-31-98)	9.16	%

The Fund’s return since inception was significantly enhanced through investments in initial public offerings. You should not expect that such favorable returns can be consistently achieved. Please consider this before investing. Equity funds are volatile investments and should only be considered for long-term goals.

Growth of an Assumed $10,000 Investment^†

From 12-31-98 to 12-31-03

Mention of specific securities in this report is not indicative of whether the Fund may make additional purchases of, sell all or a portion of, or continue to hold those securities.

^† 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^® Index and the Lipper Small-Cap 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. Current performance may be lower or higher than the quoted performance. Call us or visit www.Strong.com for the most current performance information. The graph and the Average Annual Total Returns table do not reflect the deduction of taxes, if any, that a shareholder would pay on Fund distributions or the redemption of Fund shares.

The Fund’s prospectus and statement of additional information may describe restrictions on the percentage of a particular type or quality of security in which the Fund may invest (“Percentage Restrictions”). Percentage Restrictions apply at the time the Fund purchases a security. Circumstances subsequent to the purchase of the security, such as a change in: (1) the Fund’s assets (e.g., due to cash inflows and redemptions); (2) the market value of the security; or (3) the pricing, liquidity, or rating of the security, may cause the Fund to exceed or fall short of the Percentage Restriction. If this happens, the Fund’s continued holding of the security will not constitute a violation of the Percentage Restriction.

From time to time, the Fund’s advisor and/or administrator has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.

Because smaller companies often have narrower markets and limited financial resources, investments in these stocks present more risk than investments in those of larger, more established companies.

* The Russell 2000^® Index measures the performance of the 2,000 smallest companies in the Russell 3000^® Index, which represents approximately 8% of the total market capitalization of the Russell 3000^® Index. The Lipper Small-Cap Growth Funds Index is the average of the 30 largest funds in the Lipper Small-Cap Growth Funds Category. Source of the Russell index data is Standard & Poor’s Micropal. Source of the Lipper index data is Lipper Inc.

11

Strong Enterprise Fund

During the year, the Strong Enterprise Fund delivered solid gains to shareholders, advancing by 36.98% for the year ended December 31, 2003. The Fund’s returns lagged those of its broad-based benchmark, the Russell Midcap Index, which returned 40.06% for the same period.

While many positive fundamental trends provided welcome support for this year’s rally, the equity market included a speculative element as well. This is evidenced by data indicating that the strongest performance in 2003 came from those companies that had the poorest returns on equity in addition to having the most volatile stock prices. Our focus on exhaustive, fundamental research tends to steer us away from such companies, which accounts for much of our underperformance this past year.

An investigative investment process

Our team of portfolio managers and analysts worked diligently in 2003 to research each individual holding for the Enterprise Fund. Our research process is based on the idea of surrounding a company. This can be likened to the work of investigative journalists. We begin surrounding a company by thoroughly analyzing its financial statements, looking for companies that can produce strong earnings growth relative to the investment required to grow their businesses.

This year, our research led us to a number of consumer discretionary holdings, including Harman International Industries, that were strong performers during the year. Harman markets high-fidelity audio products and electronic systems for the consumer and professional markets. Many elements of our research process helped us to identify the opportunity we believed this company represented.

We hold extensive conversations with senior management, but we also interview middle managers, sales personnel, and product or channel managers who can provide valuable insights into sales trends, customer interests, and the competitive landscape. These relationships help us to gain an understanding of the effectiveness of new product and customer initiatives. Information from competitors, suppliers, and customers helps to round out our understanding of a company.

With our investigative research, we were able to determine that Harman was continuing to benefit from rolling out its Harman Infotainment system to higher-end auto manufacturers. The Harman system also helps auto manufacturers decrease costs by simplifying the assembly process. We believed Harman’s customer base should allow it to generate solid long-term revenue and earnings growth.

Ideas in many parts of the market

Another consumer holding our research drew us toward was Marvel Enterprises, the character-based entertainment company. Over the past couple of years, Marvel has transformed its business to focus on licensing its characters, which has decreased the level of capital invested and increased profit margins. We expected the company’s international licensing to expand dramatically over the next few years, and we believed Marvel’s deep pipeline of movie and toy licensing opportunities would continue to support strong profit growth.

We also were able to identify opportunities in other sectors of the market. For example, Millennium Pharmaceuticals was a solid performer during the year. Millennium focuses on developing products for cardiovascular diseases as well as cancer. The company also has potential products in earlier stages of development in each of those areas, as well as in the inflammatory disease and metabolic disease fields. Our research among physicians and other healthcare industry participants indicated that Millennium had products poised to experience strong growth and be well received by the medical community.

When investing in mid-cap companies, we believe that our research into companies of all sizes is a key advantage. Many mid-size companies compete, form partnerships, or do business with both small and large companies. With research that spans the market capitalization spectrum, we get unusual insights that enhance our ability to build a differentiated portfolio of growth stocks.

Our outlook for the year ahead

Investors enter 2004 with more optimism about the future for equities; supported by an improving economy and low interest rates and inflation. After the broad rally of the past year, however, we believe investors will be much more discriminating going forward. They are likely to reward companies with sustainable or improving growth, and punish those whose projections prove too optimistic — a situation that could particularly affect companies with the loftiest stock prices.

Thank you for your investment in the Strong Enterprise Fund. We appreciate the trust you’ve placed in us.

Thomas J. Pence

Portfolio Manager

12

Fund Highlights

Your Fund’s Approach

The Fund typically invests in stocks of small- and medium-capitalization companies, though it may invest in companies of any size. It focuses on companies that the manager believes are positioned for rapid growth of revenue and earnings. The Fund’s manager strives to find leading companies in rapidly growing industries such as business services, computer and digital products, financial services, healthcare services, Internet-related companies, medical technology, retail, and telecommunication.

Average Annual Total Returns

As of 12-31-03

Investor Class
1-year	36.98	%
3-year	-8.43	%
5-year	9.19	%
Since Fund Inception (9-30-98)	17.07	%
Institutional Class1
1-year	37.55	%
3-year	-8.31	%
5-year	9.28	%
Since Fund Inception (9-30-98)	17.16	%
Advisor Class2
1-year	37.39	%
3-year	-8.36	%
5-year	9.12	%
Since Fund Inception (9-30-98)	16.98	%
Class K3
1-year	37.89	%
3-year	-8.15	%
5-year	9.39	%
Since Fund Inception (9-30-98)	17.27	%

Equity funds are volatile investments and should only be considered for long-term goals.

Growth of an Assumed $10,000 Investment^†

From 9-30-98 to 12-31-03

Mention of specific securities in this report is not indicative of whether the Fund may make additional purchases of, sell all or a portion of, or continue to hold those securities.

† 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 Midcap^® Index and the Lipper Mid-Cap 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. Current performance may be lower or higher than the quoted performance. Call us or visit www.Strong.com for the most current performance information. The graph and the Average Annual Total Returns table do not reflect the deduction of taxes, if any, that a shareholder would pay on Fund distributions or the redemption of Fund shares. This graph is based on Investor Class shares only; performance for other classes will vary, due to differences in fee structures.

The Fund’s prospectus and statement of additional information may describe restrictions on the percentage of a particular type or quality of security in which the Fund may invest (“Percentage Restrictions”). Percentage Restrictions apply at the time the Fund purchases a security. Circumstances subsequent to the purchase of the security, such as a change in: (1) the Fund’s assets (e.g., due to cash inflows and redemptions); (2) the market value of the security; or (3) the pricing, liquidity, or rating of the security, may cause the Fund to exceed or fall short of the Percentage Restriction. If this happens, the Fund’s continued holding of the security will not constitute a violation of the Percentage Restriction.

From time to time, the Fund’s advisor and/or administrator has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.

¹ The performance of the Institutional Class shares prior to 6-30-03 is based on the Fund’s Investor Class shares’ performance. Please consult a prospectus for information about all share classes.

² The performance of the Advisor Class shares prior to 2-24-00 is based on the Fund’s Investor Class shares’ performance, restated for the higher expense ratio of the Advisor Class shares. Please consult a prospectus for information about all share classes.

³ The performance of Class K shares prior to 8-30-02 is based on the Fund’s Investor Class shares’ performance. Please consult a prospectus for information about all share classes.

Because smaller companies often have narrower markets and limited financial resources, investments in these stocks present more risk than investments in those of larger, more established companies.

* The Russell Midcap^® Index measures the performance of the 800 smallest companies in the Russell 1000^® Index, which represent approximately 26% of the total market capitalization of the Russell 1000^® Index. The Lipper Mid-Cap Growth Funds Index is the average of the 30 largest funds in the Lipper Mid-Cap Growth Funds Category. Source of the Russell index data is Standard & Poor’s Micropal. Source of the Lipper index data is Lipper Inc.

13

Strong Growth 20 Fund

After enduring three consecutive years of negative returns in the equity markets, investors had something to smile about in 2003. For the year ended December 31, 2003, the Strong Growth 20 Fund posted a solid return of 27.18%, roughly in line with the broad-based S&P 500 Index return of 28.67%.

Many factors drove performance

During the year, several factors combined to create a very favorable investing climate. Among these factors were economic stimulus from new tax cuts, reduction of geopolitical uncertainties, and continued low interest rates and inflation. The positive impact was felt in both growth and value stocks, and across nearly all sectors of the economy.

The stocks that were the top contributors to the Fund’s performance over the year were in the consumer sector. This segment of the market experienced above-average growth as the economy strengthened over the course of the year. The Fund’s weaker holdings were confined mainly to the technology and energy sectors and hurt the performance of the Fund relative to the S&P 500 Index.

Our investment process

Research drives our process of selecting stocks for the Strong Growth 20 Fund. For a stock to be chosen for inclusion in the Fund, it must display — or have solid prospects for displaying — above-average growth trends in revenue, earnings, or both. Identifying stocks that are experiencing this growth is important. But what matters the most in our investment process is seeking to discern growth trends that are sustainable, as opposed to those that are likely to be short-lived.

In order for a company to make the most of its growth opportunities, it must also have a solid management team in place. For that reason, we analyze management’s track record of execution and often take time to get to know a company’s managers before buying its stock. Through our thorough, hands-on research, we also seek to determine whether their business plan is sensible and offers opportunities for future expansion. Finally, before we add a stock to the portfolio, we consider whether it fits in with our overall economic view, as well as one or more of the important investment themes that guide our market outlook. These trends include the aging of the overall population and the changes technological innovation can bring to virtually every part of the economy.

Harman International Industries is a company that met the above criteria — and it proved to be an excellent holding for the Fund during the year. Harman makes information, entertainment, and navigation systems used in a variety of automobiles. We were attracted to Harman because we recognized its element of sustainable, above-average growth, driven by their systems’ increasing popularity and management’s ability to take advantage of their opportunities. Harman was able to increase both the number of automobile makers to which it sells and its sales per vehicle. The result was outstanding revenue and earnings growth.

Our decision to sell a stock is generally based on criteria that are essentially the opposite of our buying criteria. We may sell a stock when we see a deterioration in fundamentals that threatens the sustainability of a company’s existing or prospective growth. Conditions that could cause this may include, but are not limited to, changes we see in the economy, a new competitive threat, or a change in management personnel or direction.

Maintaining a positive outlook

Our outlook for the next few months remains positive, as we expect the economy to benefit from continued low interest rates and inflation. This environment should allow for solid growth in corporate profits, which of course is beneficial to stock prices.

As has been our practice, we expect to continue to seek out the fastest-growing companies we can identify that we believe fit within the framework of our time-tested investment process.

We thank you for your continued investment in the Strong Growth 20 Fund.

Brandon M. Nelson

Portfolio Manager

14

Fund Highlights

Your Fund’s Approach

The Fund focuses on the stocks of 20 to 30 companies that its manager believes have favorable prospects for superior growth of earnings but are selling at reasonable valuations based on their earnings, cash flow, or asset value. Although the Fund can invest in stocks of any economic sector, at times it may emphasize one or more particular sectors.

Average Annual Total Returns

As of 12-31-03

Investor Class
1-year	27.18	%
3-year	-19.81	%
5-year	-0.63	%
Since Fund Inception (6-30-97)	6.50	%
Advisor Class1
1-year	27.48	%
3-year	-19.67	%
5-year	-0.64	%
Since Fund Inception (6-30-97)	6.43	%

The Fund’s return since inception was significantly enhanced through investments in initial public offerings. You should not expect that such favorable returns can be consistently achieved. Please consider this before investing. Equity funds are volatile investments and should only be considered for long-term goals.

Growth of an Assumed $10,000 Investment^†

From 6-30-97 to 12-31-03

Mention of specific securities in this report is not indicative of whether the Fund may make additional purchases of, sell all or a portion of, or continue to hold those securities.

† 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 S&P 500 Index and the Lipper Multi-Cap 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. Current performance may be lower or higher than the quoted performance. Call us or visit www.Strong.com for the most current performance information. The graph and the Average Annual Total Returns table do not reflect the deduction of taxes, if any, that a shareholder would pay on Fund distributions or the redemption of Fund shares. This graph is based on Investor Class shares only; performance for other classes will vary, due to differences in fee structures.

The Fund’s prospectus and statement of additional information may describe restrictions on the percentage of a particular type or quality of security in which the Fund may invest (“Percentage Restrictions”). Percentage Restrictions apply at the time the Fund purchases a security. Circumstances subsequent to the purchase of the security, such as a change in: (1) the Fund’s assets (e.g., due to cash inflows and redemptions); (2) the market value of the security; or (3) the pricing, liquidity, or rating of the security, may cause the Fund to exceed or fall short of the Percentage Restriction. If this happens, the Fund’s continued holding of the security will not constitute a violation of the Percentage Restriction.

From time to time, the Fund’s advisor and/or administrator has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.

¹ The performance of the Advisor Class shares prior to 2-24-00 is based on the Fund’s Investor Class shares’ performance, restated for the higher expense ratio of the Advisor Class shares. Please consult a prospectus for information about all share classes.

The Fund is nondiversified, meaning it may concentrate its assets in fewer individual holdings than a diversified fund. Therefore, the Fund is more exposed to individual stock volatility and market pressure than a fully diversified fund.

* The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market value weighted index (stock price times number of shares outstanding), with each stock’s weight in the Index proportionate to its market value. The Lipper Multi-Cap Growth Funds Index is the average of the 30 largest funds in the Lipper Multi-Cap Growth Funds Category. Source of the S&P index data is Standard & Poor’s Micropal. Source of the Lipper index data is Lipper Inc.

15

Strong Growth Fund

In a strong year for equities across the board, the Strong Growth Fund outperformed its broad-based benchmark, the S&P 500 Index. The Fund posted a return of 30.13% for the year ended December 31, 2003, while the S&P 500 returned 28.67%.

The stock market in 2003 was driven by three major trends. First, the newly enacted tax cuts offered the potential for stimulus to the economy and also provided a boost to investors’ anticipated after-tax returns. Second, the economy displayed solid improvement through the year, accelerating in the second half. Third, the credit and capital markets opened up dramatically, giving companies the opportunity to repair troubled balance sheets.

Overall, this environment favored the lowest-quality stocks the most, as the market found it had less reason to worry about these companies’ long-term viability. For most of the year, we positioned the Fund in stocks and sectors that we believed were likely to benefit strongly from the improving economy.

Seeking out fast-growing companies

Our process for selecting individual stocks has proprietary research at its core. The underlying theme to our process is the continual search for companies with superior business models that can achieve earnings growth by increasing their revenues and gaining market share.

Apollo Group is a good example to demonstrate our investment process. The company offers higher education both on campuses and via the Internet through its University of Phoenix operations. The company fit into an important investment theme that we follow, the dramatic economic growth associated with the very large echo boomer generation (that is, the children of the original baby boomers). This generation is now moving into its post-secondary education years, providing a generous tailwind for the University of Phoenix’s growth.

The company gained market share, strongly outpacing most of the post-secondary education market. Furthermore, it met our criteria for revenue growth, positive earnings surprises, return on invested capital, and consistency of performance. We supplemented our quantitative research with regular visits to the company to evaluate whether our growth expectations remained reasonable or needed to be revised upward or downward.

Choosing when to sell a stock

With Apollo Group, we observed times where the price of the stock was near our valuation targets — that is, the price we believed fully reflected its intrinsic value. As we do with other stocks in the portfolio, we took the opportunity to reduce our position in the stock. Because we invest in fast-growing companies, this sell discipline — that is, devising and employing the criteria we use to determine when a stock is no longer appropriate for the Fund — is a vital part of our management process.

Performance ultimately is driven not only by how well we buy a stock, but also by how well we sell it. Our decisions to sell stocks are driven by signs that the stock’s price has risen too high relative to its earnings and growth prospects and by indications that the growth rates we sought when we bought the stock may not come to fruition. (Similarly, we may choose to increase our position in a company if |its stock price dips while its prospects remain good.) Our consistent process has served us well with respect to Apollo Group, and we believe it is a good formula for evaluating, selecting, and eventually selling a wide range of growth stocks over the long term.

The outlook for 2004

For the near future, we anticipate continued economic strength, with the Federal Reserve taking a benign stance on interest rates through the first half of 2004. We believe that corporate profitability will continue to experience an above-average rate of growth, driven by rebounding domestic and international economies. We believe this should present a reasonable environment for growth stock investing.

The stock market is dynamic. Among the factors to which we expect to pay close attention in the coming months will be the direction of long bond rates, the recent weakness in the U.S. dollar relative to major foreign currencies, the environment for corporate credit, and the evolving demand for healthcare services.

We thank you for your investment in the Strong Growth Fund and appreciate the confidence you’ve continued to place in us.

Thomas C. Ognar

Portfolio Manager

16

Fund Highlights

Your Fund’s Approach

The Fund focuses on stocks of companies that its manager believes have favorable prospects for superior growth of earnings but are selling at reasonable valuations based on earnings, cash flow, or asset value. Although the Fund can invest in stocks of any economic sector, at times it may emphasize one or more particular sectors.

Average Annual Total Returns

As of 12-31-03

Investor Class
1-year	30.13	%
5-year	0.27	%
10-year	11.72	%
Since Fund Inception (12-31-93)	11.72	%
Institutional Class1
1-year	30.93	%
5-year	0.79	%
10-year	12.01	%
Since Fund Inception (12-31-93)	12.01	%
Advisor Class2
1-year	30.06	%
5-year	0.10	%
10-year	11.45	%
Since Fund Inception (12-31-93)	11.45	%
Class C3
1-year	27.92	%
5-year	-0.80	%
10-year	10.45	%
Since Fund Inception (12-31-93)	10.45	%
Class K4
1-year	30.78	%
5-year	0.49	%
10-year	11.84	%
Since Fund Inception (12-31-93)	11.84	%

Equity funds are volatile investments and should only be considered for long-term goals.

Growth of an Assumed $10,000 Investment^†

From 12-31-93 to 12-31-03

Mention of specific securities in this report is not indicative of whether the Fund may make additional purchases of, sell all or a portion of, or continue to hold those securities.

† 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 S&P 500 Index and the Lipper Multi-Cap 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. Current performance may be lower or higher than the quoted performance. Call us or visit www.Strong.com for the most current performance information. The graph and the Average Annual Total Returns table do not reflect the deduction of taxes, if any, that a shareholder would pay on Fund distributions or the redemption of Fund shares. This graph is based on Investor Class shares only; performance for other classes will vary due to differences in fee structures.

The Fund’s prospectus and statement of additional information may describe restrictions on the percentage of a particular type or quality of security in which the Fund may invest (“Percentage Restrictions”). Percentage Restrictions apply at the time the Fund purchases a security. Circumstances subsequent to the purchase of the security, such as a change in: (1) the Fund’s assets (e.g., due to cash inflows and redemptions); (2) the market value of the security; or (3) the pricing, liquidity, or rating of the security, may cause the Fund to exceed or fall short of the Percentage Restriction. If this happens, the Fund’s continued holding of the security will not constitute a violation of the Percentage Restriction.

From time to time, the Fund’s advisor and/or administrator has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.

¹ The performance of the Institutional Class shares prior to 2-24-00 is based on the Fund’s Investor Class shares’ performance. Please consult a prospectus for information about all share classes.

² The performance of the Advisor Class shares prior to 2-24-00 is based on the Fund’s Investor Class shares’ performance, restated for the higher expense ratio of the Advisor Class shares. Please consult a prospectus for information about all share classes.

³ The performance of Class C shares prior to 12-26-02 is based on the Fund’s Investor Class shares’ performance restated for the higher expense ratio of the Class C shares. Please consult a prospectus for information about all share classes. Average annual total returns include a 1.00% contingent deferred sales charge imposed on redemptions made within 12 months of purchase.

⁴ The performance of Class K shares prior to 8-30-02 is based on the Fund’s Investor Class shares’ performance. Please consult a prospectus for information about all share classes.

* The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market value weighted index (stock price times number of shares outstanding), with each stock’s weight in the Index proportionate to its market value. The Lipper Multi-Cap Growth Funds Index is the average of the 30 largest funds in the Lipper Multi-Cap Growth Funds Category. Source of the S&P index data is Standard & Poor’s Micropal. Source of the Lipper index data is Lipper Inc.

17

Strong Large Company Growth Fund

After three tough years for equity investors, 2003 ended up to be a great year. The Strong Large Company Growth Fund returned 24.16% for the year ended December 31, 2003. Although that was a strong positive return, it was not good enough to top the broad-based benchmark, the S&P 500 Index, which posted a return of 28.67% over the same period.

Lower quality prevailed

In 2003, the market rode the dual currents of emotions and liquidity. For their part, emotions began the year at a fairly low level. Over time, a well-fought war in Iraq, an improving economy, and the capture of Saddam Hussein led to an ever-growing level of confidence. Liquidity, on the other hand, stayed at very high levels during the entire year. Record-low interest rates, massive fiscal stimulus to the economy in the form of tax cuts, and the decline of the dollar relative to major foreign currencies have all given overextended consumers and corporations alike a chance to repair badly damaged balance sheets.

As is often the case in an environment of easy money, those companies in the greatest financial distress were the biggest beneficiaries of these trends, while those with the strongest balance sheets had the least to gain. According to Merrill Lynch research, S&P 500 companies rated A or better by Standard & Poor’s were up 27.4% for the year, while those companies rated C or D returned a dramatic 80.9%. This is easily one of the best one-year performances for junk-rated companies in history.

While lower-rated companies outperformed in 2003, over the longer term, we believe that the strongest returns will accrue to those companies that have the strongest finances, business models, and management teams. We therefore use an investment approach designed to identify such companies for the Fund.

Portfolio emphasizes higher quality

Our investment process starts with fundamentals — we analyze a company’s management, business model, and its stock price relative to its earnings. Second, we look at technicals — the trend in a stock’s price and in the company’s earnings. Last, but not least, we look at expectations — the current market sentiment toward the stock, indicating how much of the stock’s fundamentals and technicals are already factored into the share price.

The ideal candidate for addition to our portfolio would have strong fundamentals, strong technicals, and low expectations. We do not always make perfect decisions, but our disciplined process is designed to help us outperform our benchmark over time, while keeping risk levels modest. We believe that over long periods of time, the large-cap equity markets are very efficient. An efficient market is similar to games like tennis or golf, in that the goal is to make few mistakes and exploit those rare opportunities when the odds are in your favor.

Because our stock-selection process is designed to select higher-quality companies, we were significantly underweighted in low-quality companies relative to their representation in the index over the past year. This posture largely accounted for the Fund’s underperformance. Somewhat alarmingly (in our view), the market in 2003 appeared very similar to that in 1999 — another year that saw the returns of lower-quality, higher-risk stocks trounce those of higher-quality companies. This kind of short-run aberration poses a clear challenge to managers who remain committed to a higher-quality approach, as we do, but who attempt to outperform on an annual basis.

After a tough relative performance year like 2003, we have analyzed our process — and have found very little to change. This is supported by the Fund’s long-term performance versus the S&P 500 Index. We expect to continue to keep the Fund invested in stocks that are appealing on the basis of fundamentals, technicals, and expectations. To help manage risk, we expect to carefully monitor our allocations to market sectors and industries.

Keeping an eye on the consensus

We are hesitant to do anything that resembles market forecasting, but we do believe it is very important to monitor and understand the consensus view and see if we have a different perception.

Time and again, the market has shown a great ability to prove the consensus wrong, and nobody actually knows what the future holds. We therefore believe it’s prudent to remain flexible and be prepared to move against the consensus when it appears warranted.

Thank you for your investment in the Strong Large Company Growth Fund.

Christopher H. Wiles

Portfolio Co-Manager

Lawrence E. Eakin Jr.

Portfolio Co-Manager

18

Fund Highlights

Your Fund’s Approach

The Fund invests in securities of approximately 50 large-capitalization companies that its managers believe offer the potential for capital growth, consisting primarily of income-producing equity securities. To identify stocks that offer the opportunity for capital growth, the managers look for stocks that have a record of growth in the areas of sales, earnings, or book value, and stocks that have above-average returns on capital and equity.

Average Annual Total Returns

As of 12-31-03

Investor Class
1-year1	24.16	%
3-year	-2.21	%
5-year	8.01	%
Since Inception (11-3-97)	9.06	%
Class K
1-year1	25.79	%
3-year	-2.12	%
5-year	8.08	%
Since Inception (11-3-97)	9.12	%

Equity funds are volatile investments and should only be considered for long-term goals.

Growth of an Assumed $10,000 Investment^†

From 11-3-97 to 12-31-03

Mention of specific securities in this report is not indicative of whether the Fund may make additional purchases of, sell all or a portion of, or continue to hold those securities.

† 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 S&P 500 Index (“S&P 500”) and the Lipper Large-Cap Core Funds Index. Results include the reinvestment of all dividends and capital gains distributions. This graph is based on the Investor Class shares only; performance for other classes will vary, due to differences in fee structures. 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. Current performance may be lower or higher than the quoted performance. Call us or visit www.Strong.com for the most current performance information. The graph and the Average Annual Total Returns table do not reflect the deduction of taxes, if any, that a shareholder would pay on Fund distributions or the redemption of Fund shares. The Fund’s prospectus and statement of additional information may describe restrictions on the percentage of a particular type or quality of security in which the Fund may invest (“Percentage Restrictions”). Percentage Restrictions apply at the time the Fund purchases a security. Circumstances subsequent to the purchase of the security, such as a change in: (1) the Fund’s assets (e.g., due to cash inflows and redemptions); (2) the market value of the security; or (3) the pricing, liquidity, or rating of the security, may cause the Fund to exceed or fall short of the Percentage Restriction. If this happens, the Fund’s continued holding of the security will not constitute a violation of the Percentage Restriction.

From time to time, the Fund’s advisor and/or administrator has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.

We have contractually agreed to waive fees and/or absorb expenses for an indefinite period of time to keep Total Annual Operating Expenses of the Large Company Growth Fund at no more than 1.50%. This contract may only be terminated by the Board of Directors of the Fund, but not before May 1, 2004.

The performance of the Fund prior to 9-16-02 is based on the performance of the Rockhaven Premier Dividend Fund (the predecessor Fund) and does not reflect the Fund’s maximum sales charge of 5.75%, which was charged from 9-17-99 through 9-15-02.

¹ Average annual total returns include a 1.00% redemption fee (as a percentage of redemption proceeds) imposed on redemptions made within 12 months of purchase.

* The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market value weighted index (stock price times number of shares outstanding), with each stock’s weight in the Index proportionate to its market value. The Lipper Large-Cap Core Funds Index is the average of the 30 largest funds in the Lipper Large-Cap Core Funds Category. Source of the S&P 500 index data is Standard & Poor’s Micropal. Source of the Lipper index data is Lipper Inc.

19

SCHEDULES OF INVESTMENTS IN SECURITIES December 31, 2003

STRONG BLUE CHIP FUND

	Shares or Principal Amount		Value (Note 2)
Common Stocks 99.4%
Banks - Money Center 2.0%
Citigroup, Inc.		72,300	$	3,509,442
Beverages - Soft Drinks 1.1%
The Coca-Cola Company		38,200		1,938,650
Building - Resident/Commercial 18.8%
Centex Corporation		68,600		7,384,790
D.R. Horton, Inc.		176,700		7,644,042
Lennar Corporation Class A		64,600		6,201,600
Pulte Homes, Inc.		65,100		6,094,662
Ryland Group, Inc.		65,100		5,770,464
				33,095,558
Computer - Local Networks 4.7%
Cisco Systems, Inc. (b)		343,600		8,346,044
Computer - Manufacturers 3.9%
Dell, Inc. (b)		205,300		6,971,988
Computer Software - Desktop 2.7%
Microsoft Corporation		171,900		4,734,126
Computer Software - Enterprise 2.7%
VERITAS Software Corporation (b)		126,200		4,689,592
Diversified Operations 9.5%
General Electric Company		122,800		3,804,344
3M Co.		83,000		7,057,490
Tyco International, Ltd.		79,200		2,098,800
United Technologies Corporation		40,800		3,866,616
				16,827,250
Electronics - Semiconductor Manufacturing 8.1%
Analog Devices, Inc.		137,000		6,254,050
Intel Corporation		249,900		8,046,780
				14,300,830
Finance - Investment Brokers 3.8%
The Goldman Sachs Group, Inc.		67,600		6,674,148
Food - Miscellaneous Preparation 1.7%
PepsiCo, Inc.		66,100		3,081,582
Internet - Content 4.8%
Yahoo! Inc. (b)		186,300		8,415,171
Internet - E*Commerce 4.6%
eBay, Inc. (b)		124,800		8,060,832
Machinery - Construction/Mining 2.3%
Caterpillar, Inc.		49,900		4,142,698
Medical - Ethical Drugs 4.3%
Eli Lilly & Company		55,000		3,868,150
Pfizer, Inc.		104,800		3,702,584
				7,570,734
Medical - Generic Drugs 3.3%
Teva Pharmaceutical Industries, Ltd. ADR		101,500		5,756,065
Medical - Genetics 2.2%
Genentech, Inc. (b)		40,800		3,817,656
Medical - Products 2.1%
Boston Scientific Corporation (b)		103,100		3,789,956
Metal Ores - Miscellaneous 1.1 %
Alcoa, Inc.		49,700	$	1,888,600
Oil & Gas - Field Services 3.8%
Schlumberger, Ltd.		123,400		6,752,448
Retail - Restaurants 2.9%
McDonald’s Corporation		204,000		5,065,320
Retail/Wholesale - Building Products 2.9%
Lowe’s Companies, Inc.		92,000		5,095,880
Soap & Cleaning Preparations 1.6%
The Procter & Gamble Company		28,500		2,846,580
Telecommunications - Wireless Services 4.5%
Nextel Communications, Inc. Class A (b)		282,000		7,912,920
Total Common Stocks (Cost $135,428,305)				175,284,070
Short-Term Investments (a) 0.6 %
Repurchase Agreements
State Street Bank (Dated 12/31/03), 0.75 %, Due 1/02/04 (Repurchase proceeds $1,112,546); Collateralized by: United States Government & Agency Issues (c)	$	1,112,500		1,112,500
Total Short-Term Investments (Cost $1,112,500)				1,112,500
Total Investments in Securities (Cost $136,540,805) 100.0%				176,396,570
Other Assets and Liabilities, Net (0.0%)				(86,183	)
Net Assets 100.0%			$	176,310,387

STRONG DISCOVERY FUND

	Shares or Principal Amount	Value (Note 2)
Common Stocks 99.1%
Apparel - Shoes & Related Manufacturing 0.9%
Reebok International, Ltd.	37,090	$	1,458,379
Auto/Truck - Original Equipment 0.8 %
Eaton Corporation	12,720		1,373,506
Building - Heavy Construction 1.4%
Chicago Bridge & Iron Company NV	82,290		2,378,181
Building - Mobile/Manufacturers & RV 1.3%
Champion Enterprises, Inc. (b)	307,640		2,153,480
Commercial Services - Market Research 0.7%
Corporate Executive Board Company (b)	24,070		1,123,347
Commercial Services - Schools 2.3%
Career Education Corporation (b)	62,820		2,517,197
Strayer Education, Inc.	12,130		1,320,108
			3,837,305
Commercial Services - Staffing 1.2%
Kforce.com, Inc. (b)	210,042		1,961,792

20

STRONG DISCOVERY FUND (continued)

	Shares or Principal Amount	Value (Note 2)
Computer - Local Networks 2.7%
Juniper Networks, Inc. (b)	46,670	$	871,796
Polycom, Inc. (b)	183,970		3,591,094
			4,462,890
Computer Software - Education/Entertainment 0.9%
Activision, Inc. (b)	79,649		1,449,612
Electronics - Miscellaneous Components 1.8%
Vishay Intertechnology, Inc. (b)	130,920		2,998,068
Electronics - Scientific Measuring 2.2%
Teradyne, Inc. (b)	145,010		3,690,505
Electronics - Semiconductor Manufacturing 13.4%
ASE Test, Ltd. (b)	187,800		2,811,366
ATI Technologies, Inc. (b)	54,890		829,937
Amkor Technology, Inc. (b)	59,300		1,079,853
Credence Systems Corporation (b)	136,134		1,791,523
Cymer, Inc. (b)	25,830		1,193,088
Fairchild Semiconductor Corporation Class A (b)	130,430		3,256,837
Intersil Holding Corporation Class A	131,700		3,272,745
KLA-Tencor Corporation (b)	40,900		2,399,603
SanDisk Corporation (b)	28,600		1,748,604
Ultratech Stepper, Inc. (b)	98,340		2,888,246
Xilinx, Inc. (b)	27,110		1,050,241
			22,322,043
Financial Services - Miscellaneous 0.9%
Investors Financial Services Corporation	38,550		1,480,706
Household - Consumer Electronics 1.5%
Harman International Industries, Inc.	33,870		2,505,703
Insurance - Property/Casualty/Title 2.3%
Endurance Specialty Holdings, Ltd.	41,900		1,405,745
ProAssurance Corporation (b)	76,130		2,447,580
			3,853,325
Internet - E*Commerce 1.0%
eCollege.com (b)	91,480		1,688,721
Leisure - Movies & Related 2.4%
Avid Technology, Inc. (b)	25,160		1,207,680
Lions Gate Entertainment Corporation (b)	628,870		2,817,338
			4,025,018
Leisure - Services 2.3%
Royal Caribbean Cruises, Ltd.	108,320		3,768,453
Leisure - Toys/Games/Hobby 3.2%
Marvel Enterprises, Inc. (b)	182,410		5,309,955
Media - Newspapers 1.1%
The E.W. Scripps Company Class A	19,425		1,828,670
Media - Radio/TV 1.5%
Emmis Broadcasting Corporation Class A (b)	45,410		1,228,341
Univision Communications, Inc. Class A (b)	31,720		1,258,967
			2,487,308
Medical - Biomedical/Biotechnology 3.6%
Digene Corporation (b)	98,623		3,954,782
Genzyme Corporation (b)	24,600		1,213,764
ImClone Systems, Inc. (b)	22,620		897,109
			6,065,655
Medical - Ethical Drugs 2.7%
Inspire Pharmaceuticals, Inc. (b)	162,690	$	2,303,690
Medicis Pharmaceutical Corporation Class A	30,400		2,167,520
			4,471,210
Medical - Generic Drugs 1.5%
Watson Pharmaceuticals, Inc. (b)	54,780		2,519,880
Medical - Genetics 1.5%
Millenium Pharmaceuticals (b)	128,290		2,395,174
Medical - Health Maintenance Organizations 1.0%
Mid Atlantic Medical Services, Inc. (b)	25,900		1,678,320
Medical - Hospitals 1.7%
Community Health Systems, Inc. (b)	104,990		2,790,634
Medical - Nursing Homes 2.3%
Beverly Enterprises, Inc. (b)	317,910		2,730,847
Select Medical Corporation	65,940		1,073,503
			3,804,350
Medical - Products 5.6%
C.R. Bard, Inc.	14,580		1,184,625
Cyberonics, Inc. (b)	98,530		3,153,945
Encore Medical Corporation (b)	390,810		3,185,102
Zimmer Holdings, Inc. (b)	25,340		1,783,936
			9,307,608
Medical - Systems/Equipment 1.1%
Varian Medical Systems, Inc. (b)	11,950		825,745
Viasys Healthcare, Inc. (b)	47,234		973,020
			1,798,765
Medical/Dental - Services 2.0%
LabOne, Inc. (b)	54,800		1,779,356
VCA Antech, Inc. (b)	53,179		1,647,485
			3,426,841
Medical/Dental - Supplies 0.7%
Dentsply International, Inc.	26,130		1,180,292
Oil & Gas - Drilling 2.1%
ENSCO International, Inc.	45,100		1,225,367
Nabors Industries, Ltd. (b)	53,170		2,206,555
			3,431,922
Oil & Gas - Field Services 0.5%
BJ Services Company (b)	25,730		923,707
Oil & Gas - United States Exploration & Production 0.6%
XTO Energy, Inc.	37,480		1,060,684
Pollution Control - Services 1.2%
Stericycle, Inc. (b)	42,370		1,978,679
Retail - Clothing/Shoes 3.5%
Aeropostale, Inc. (b)	39,430		1,081,171
Coach, Inc. (b)	37,350		1,409,963
Ross Stores, Inc.	44,040		1,163,977
Urban Outfitters, Inc. (b)	60,310		2,234,485
			5,889,596
Retail - Home Furnishings 2.4%
The Bombay Company, Inc. (b)	151,470		1,232,966
Select Comfort Corporation (b)	110,650		2,739,694
			3,972,660
Retail - Leisure Products 1.3%
Sports Authority, Inc. (b)	56,620		2,174,208

21

SCHEDULES OF INVESTMENTS IN SECURITIES (continued) December 31, 2003

STRONG DISCOVERY FUND (continued)

	Shares or Principal Amount		Value (Note 2)
Retail - Miscellaneous 1.3%
PETsMART, Inc.		94,039	$	2,238,128
Retail - Restaurants 2.2%
Applebee’s International, Inc.		31,800		1,248,786
Panera Bread Company Class A (b)		60,275		2,382,671
				3,631,457
Retail/Wholesale - Auto Parts 0.8 %
CarMax, Inc. (b)		42,080		1,301,534
Steel - Specialty Alloys 2.7%
GrafTech International, Ltd. (b)		330,140		4,456,890
Telecommunications - Equipment 1.1 %
Adtran, Inc.		24,260		752,060
Avaya, Inc. (b)		85,810		1,110,381
				1,862,441
Telecommunications - Wireless Services 3.0%
Crown Castle International Corporation (b)		205,940		2,271,518
NII Holdings, Inc. Class B (b)		36,434		2,719,069
				4,990,587
Transportation - Airline 1.7%
AirTran Holdings, Inc. (b)		241,790		2,877,301
Transportation - Equipment Manufacturing 1.3%
Wabash National Corporation (b)		74,840		2,192,812
Transportation - Truck 0.6%
Heartland Express, Inc.		42,970		1,039,444
Trucks & Parts - Heavy Duty 3.3 %
Navistar International Corporation (b)		89,315		4,277,295
PACCAR, Inc.		15,460		1,315,955
				5,593,250
Total Common Stocks (Cost $135,864,810 )				165,210,996
Short-Term Investments (a) 6.0 %
Collateral Received for Securities Lending (d) 5.8%
Navigator Prime Portfolio		9,613,785		9,613,785
Repurchase Agreements 0.2%
State Street Bank (Dated 12/31/03), 0.75 %, Due 1/02/04 (Repurchase proceeds $382,516); Collateralized by: United States Government & Agency Issues (c)	$	382,500		382,500
Total Short-Term Investments (Cost $9,996,285)				9,996,285
Total Investments in Securities (Cost $145,861,095) 105.1%				175,207,281
Other Assets and Liabilities, Net (5.1%)				(8,414,021	)
Net Assets 100.0%			$	166,793,260
STRONG ENDEAVOR FUND
	Shares or Principal Amount		Value (Note 2)
Common Stocks 99.1%
Apparel - Shoes & Related Manufacturing 1.3%
NIKE, Inc. Class B		850	$	58,191
Banks - Money Center 3.4%
Citigroup, Inc.		3,190		154,843
Beverages - Alcoholic 0.7%
Anheuser-Busch Companies, Inc.		630		33,188
Commercial Services - Schools 2.0%
Career Education Corporation (b)		2,227		89,236
Computer - Data Storage 1.8%
EMC Corporation (b)		6,220		80,362
Computer - Local Networks 5.1%
Cisco Systems, Inc. (b)		7,535		183,025
Polycom, Inc. (b)		2,326		45,403
				228,428
Computer - Manufacturers 1.8%
Dell, Inc. (b)		2,330		79,127
Computer Software - Desktop 1.0%
Microsoft Corporation		1,690		46,543
Computer Software - Education/Entertainment 3.0%
Electronic Arts, Inc. (b)		2,860		136,651
Computer Software - Enterprise 1.2%
SAP AG Sponsored ADR		1,345		55,898
Diversified Operations 7.1%
Honeywell International, Inc.		2,740		91,598
Tyco International, Ltd.		8,635		228,828
				320,426
Electronics - Miscellaneous Components 0.5%
Vishay Intertechnology, Inc. (b)		1,010		23,129
Electronics - Scientific Measuring 2.5%
Teradyne, Inc. (b)		4,530		115,288
Electronics - Semiconductor Manufacturing 11.2%
Intel Corporation		7,890		254,058
KLA-Tencor Corporation (b)		600		35,202
Taiwan Semiconductor Manufacturing
Company, Ltd. Sponsored ADR (b)		16,270		166,605
Texas Instruments, Inc.		1,590		46,714
				502,579
Finance - Consumer/Commercial Loans 1.0%
SLM Corporation		1,195		45,028
Finance - Investment Brokers 1.1%
Lehman Brothers Holdings, Inc.		630		48,649
Finance - Mortgage & Related Services 1.8%
Countrywide Financial Corporation		1,053		79,870
Household - Consumer Electronics 1.5%
Harman International Industries, Inc.		940		69,541

22

STRONG ENDEAVOR FUND (continued)

	Shares or Principal Amount		Value (Note 2)
Insurance - Diversified 1.4%
American International Group, Inc.		960	$	63,629
Internet - Content 2.4%
Yahoo! Inc. (b)		2,400		108,408
Internet - E*Commerce 0.5%
eBay, Inc. (b)		370		23,898
Leisure - Gaming/Equipment 2.0%
International Game Technology		2,510		89,607
Leisure - Services 2.8%
Royal Caribbean Cruises, Ltd.		3,620		125,940
Leisure - Toys/Games/Hobby 1.3%
Marvel Enterprises, Inc. (b)		2,080		60,549
Machinery - Farm 1.7%
Deere & Company		1,170		76,108
Media - Cable TV 3.4%
EchoStar Communications Corporation Class A (b)		4,530		154,020
Media - Newspapers 0.8%
The E.W. Scripps Company Class A		365		34,361
Media - Radio/TV 0.8%
Clear Channel Communications, Inc.		730		34,186
Medical - Biomedical/Biotechnology 5.0%
Amgen, Inc. (b)		1,990		122,982
Genzyme Corporation (b)		1,630		80,424
Gilead Sciences, Inc. (b)		370		21,512
				224,918
Medical - Drug/Diversified 2.3%
Johnson & Johnson		2,010		103,837
Medical - Ethical Drugs 4.8%
Medicis Pharmaceutical Corporation Class A		610		43,493
Pfizer, Inc.		4,824		170,432
				213,925
Medical - Generic Drugs 1.1%
Teva Pharmaceutical Industries, Ltd. ADR		880		49,905
Medical - Health Maintenance Organizations 1.0%
Anthem, Inc. (b)		580		43,500
Medical - Products 2.5%
Boston Scientific Corporation (b)		1,760		64,698
Medtronic, Inc.		960		46,666
				111,364
Oil & Gas - Drilling 3.7%
ENSCO International, Inc.		1,630		44,287
Nabors Industries, Ltd. (b)		1,950		80,925
Transocean, Inc. (b)		1,720		41,297
				166,509
Oil & Gas - International Integrated 0.8%
Suncor Energy, Inc.		1,380		34,583
Retail - Home Furnishings 0.8%
Bed Bath & Beyond, Inc. (b)		810		35,113
Retail - Major Discount Chains 2.4%
Target Corporation		1,155		44,352
Wal-Mart Stores, Inc.		1,170		62,068
				106,420
Retail/Wholesale - Building Products 3.2%
The Home Depot, Inc.		1,910		67,786
Lowe’s Companies, Inc.		1,370		75,884
				143,670
Telecommunications - Wireless Equipment 0.8%
Telefonaktiebolaget LM Ericsson Sponsored ADR (b)		1,990		35,223
Telecommunications - Wireless Services 3.9%
Nextel Communications, Inc. Class A (b)		6,280		176,217
Trucks & Parts - Heavy Duty 1.7%
Navistar International Corporation (b)		1,610		77,103
Total Common Stocks (Cost $3,687,041 )				4,459,970
Short-Term Investments (a) 1.4%
Repurchase Agreements
State Street Bank (Dated 12/31/03), 0.75%, Due 1/02/04 (Repurchase proceeds $64,403); Collateralized by: United States Government & Agency Issues (c)	$	64,400		64,400
Total Short-Term Investments (Cost $64,400 )				64,400
Total Investments in Securities (Cost $3,751,441 ) 100.5%				4,524,370
Other Assets and Liabilities, Net (0.5%)				(24,207	)
Net Assets 100.0%			$	4,500,163

STRONG LARGE CAP GROWTH FUND

	Shares or Principal Amount	Value (Note 2)
Common Stocks 99.5%
Banks - Money Center 1.1%
Citigroup, Inc.	140,000	$	6,795,600
Banks - Super Regional 0.8%
Charter One Financial, Inc.	155,000		5,355,250
Beverages - Alcoholic 0.6%
Anheuser-Busch Companies, Inc.	75,000		3,951,000
Beverages - Soft Drinks 1.0%
The Coca-Cola Company	130,000		6,597,500
Chemicals - Specialty 0.9%
Praxair, Inc.	150,000		5,730,000
Commercial Services - Advertising 0.5%
Omnicom Group, Inc.	40,000		3,493,200
Commercial Services - Miscellaneous 1.1%
Paychex, Inc.	190,000		7,068,000
Commercial Services - Schools 1.1%
Apollo Group, Inc. Class A (b)	100,000		6,800,000

23

SCHEDULES OF INVESTMENT IN SECURITIES (continued) December 31, 2003

STRONG LARGE CAP GROWTH FUND (continued)

	Shares or Principal Amount	Value (Note 2)
Computer - Data Storage 0.9%
EMC Corporation (b)	475,000	$	6,137,000
Computer - IT Services 0.7 %
Accenture, Ltd. Class A (b)	180,000		4,737,600
Computer - Local Networks 4.8%
Cisco Systems, Inc. (b)	1,060,000		25,747,400
QLogic Corporation (b)	105,000		5,418,000
			31,165,400
Computer - Manufacturers 2.4%
Dell, Inc. (b)	450,000		15,282,000
Computer Software - Desktop 1.7%
Microsoft Corporation	400,000		11,016,000
Computer Software - Education/Entertainment 0.5%
Electronic Arts, Inc. (b)	60,000		2,866,800
Computer Software - Enterprise 2.2%
Mercury Interactive Corporation (b)	110,000		5,350,400
SAP AG Sponsored ADR	95,000		3,948,200
VERITAS Software Corporation (b)	135,000		5,016,600
			14,315,200
Computer Software – Financial 1.3%
Intuit, Inc. (b)	160,000		8,465,600
Cosmetics - Personal Care 0.5%
Kimberly-Clark Corporation	50,000		2,954,500
Diversified Operations 3.0 %
General Electric Company	330,000		10,223,400
Level 3 Communications, Inc. (b)	600,000		3,420,000
United Technologies Corporation	60,000		5,686,200
			19,329,600
Electronics - Contract Manufacturing 0.8%
Flextronics International, Ltd. (b)	350,000		5,194,000
Electronics - Scientific Measuring 0.6%
Danaher Corporation	40,000		3,670,000
Electronics - Semiconductor Manufacturing 11.1%
ASML Holding NV (b)	175,000		3,508,750
Agere Systems, Inc. Class A (b)	1,200,000		3,660,000
Analog Devices, Inc.	190,000		8,673,500
Applied Materials, Inc. (b)	145,000		3,255,250
Intel Corporation	800,000		25,760,000
KLA-Tencor Corporation (b)	50,000		2,933,500
Marvell Technology Group, Ltd. (b)	120,000		4,551,600
Maxim Integrated Products, Inc.	100,000		4,980,000
Microchip Technology, Inc.	140,000		4,670,400
Silicon Laboratories, Inc. (b)	105,000		4,538,100
Xilinx, Inc. (b)	125,000		4,842,500
			71,373,600
Finance - Consumer/Commercial Loans 1.1%
SLM Corporation	185,000		6,970,800
Finance - Investment Brokers 1.0%
The Goldman Sachs Group, Inc.	65,000		6,417,450
Finance - Mortgage & Related Services 1.1%
FNMA	90,000		6,755,400
Food - Flour & Grain 0.7%
Archer Daniels Midland Company	295,000	$	4,489,900
Food - Miscellaneous Preparation 1.5%
PepsiCo, Inc.	210,000		9,790,200
Insurance - Diversified 1.8%
American International Group, Inc.	175,000		11,599,000
Insurance - Property/Casualty/Title 0.5%
The St. Paul Companies, Inc.	85,000		3,370,250
Internet - Content 0.8%
Yahoo! Inc. (b)	120,000		5,420,400
Internet - E*Commerce 1.8%
Amazon.com, Inc. (b)	65,000		3,421,600
eBay, Inc. (b)	125,000		8,073,750
			11,495,350
Leisure - Gaming/Equipment 1.2%
International Game Technology	155,000		5,533,500
Wynn Resorts, Ltd. (b)	85,000		2,380,850
			7,914,350
Leisure - Hotels & Motels 0.8%
Marriott International, Inc. Class A	110,000		5,082,000
Machinery - Construction/Mining 1.4%
Caterpillar, Inc.	105,000		8,717,100
Media - Cable TV 0.8%
EchoStar Communications Corporation Class A (b)	95,000		3,230,000
Hughes Electronics Corporation (b)	100,003		1,655,050
			4,885,050
Media - Radio/TV 3.5%
Clear Channel Communications, Inc.	150,000		7,024,500
Univision Communications, Inc. Class A (b)	100,000		3,969,000
Viacom, Inc. Class B	260,000		11,538,800
			22,532,300
Medical - Biomedical/Biotechnology 4.9%
Amgen, Inc. (b)	200,000		12,360,000
Genzyme Corporation (b)	210,000		10,361,400
Gilead Sciences, Inc. (b)	155,000		9,011,700
			31,733,100
Medical - Drug/Diversified 1.6%
Abbott Laboratories	220,000		10,252,000
Medical - Ethical Drugs 5.2%
Eli Lilly & Company	125,000		8,791,250
Pfizer, Inc.	700,000		24,731,000
			33,522,250
Medical - Generic Drugs 0.7%
Teva Pharmaceutical Industries, Ltd. ADR	80,000		4,536,800
Medical - Genetics 0.9%
Genentech, Inc. (b)	65,000		6,082,050
Medical - Hospitals 1.0%
HCA, Inc.	155,000		6,658,800
Medical - Products 4.7%
Boston Scientific Corporation (b)	180,000		6,616,800
Guidant Corporation	65,000		3,913,000
Medtronic, Inc.	175,000		8,506,750

24

STRONG LARGE CAP GROWTH FUND (continued)

	Shares or Principal Amount		Value (Note 2)
St. Jude Medical, Inc. (b)		40,000	$	2,454,000
Zimmer Holdings, Inc. (b)		125,000		8,800,000
				30,290,550
Medical - Wholesale Drugs/Sundries 0.9%
AmerisourceBergen Corporation		100,000		5,615,000
Metal Ores - Gold/Silver 1.3%
Newmont Mining Corporation Holding Company		175,000		8,506,750
Oil & Gas - Drilling 1.0%
ENSCO International, Inc.		130,000		3,532,100
Nabors Industries, Ltd. (b)		75,000		3,112,500
				6,644,600
Oil & Gas - International Integrated 0.5%
Exxon Mobil Corporation		80,000		3,280,000
Oil & Gas - Machinery/Equipment 1.3%
Smith International, Inc. (b)		195,000		8,096,400
Oil & Gas - United States Exploration & Production 1.9%
Apache Corporation		85,000		6,893,500
Occidental Petroleum Corporation		120,000		5,068,800
				11,962,300
Retail - Consumer Electronics 1.0%
Best Buy Company, Inc.		125,000		6,530,000
Retail - Department Stores 1.0%
Kohl’s Corporation (b)		140,000		6,291,600
Retail - Discount & Variety 1.2%
Dollar Tree Stores, Inc. (b)		265,000		7,965,900
Retail - Drug Stores 1.5%
Walgreen Company		265,000		9,640,700
Retail - Major Discount Chains 2.4%
Target Corporation		400,000		15,360,000
Retail - Miscellaneous 0.6%
PETCO Animal Supplies, Inc. (b)		120,000		3,654,000
Retail - Restaurants 1.5%
Outback Steakhouse, Inc.		70,000		3,094,700
Panera Bread Company Class A (b)		90,000		3,557,700
Starbucks Corporation (b)		90,000		2,975,400
				9,627,800
Retail - Super/Mini Markets 0.6%
Whole Foods Marketing, Inc. (b)		60,000		4,027,800
Retail/Wholesale - Building Products 2.5%
The Home Depot, Inc.		345,000		12,244,050
Lowe’s Companies, Inc.		70,000		3,877,300
				16,121,350
Soap & Cleaning Preparations 1.8%
The Procter & Gamble Company		115,000		11,486,200
Telecommunications - Fiber Optics 1.0%
Corning, Inc. (b)		645,000		6,727,350
Telecommunications - Wireless Equipment 1.7%
Qualcomm, Inc.		145,000	$	7,819,850
UTStarcom, Inc. (b)		80,000		2,965,600
				10,785,450
Telecommunications - Wireless Services 1.2%
Nextel Communications, Inc. Class A (b)		280,000		7,856,800
Total Common Stocks (Cost $506,235,678)				640,992,950
Short-Term Investments (a) 0.7%
Collateral Received for Securities Lending (d) 0.5%
Navigator Prime Portfolio		2,938,091		2,938,091
Repurchase Agreements 0.2%
State Street Bank (Dated 12/31/03),0.75%, Due 1/02/04 (Repurchase proceeds $1,642,068); Collateralized by: United States Government & Agency Issues (c)	$	1,642,000		1,642,000
Total Short-Term Investments (Cost $4,580,091)				4,580,091
Total Investments in Securities (Cost $510,815,769) 100.2%				645,573,041
Other Assets and Liabilities, Net (0.2%)				(1,441,597	)
Net Assets 100.0%			$	644,131,444

WRITTEN OPTIONS ACTIVITY

	Contracts		Premiums
Options outstanding at beginning of year	—		$	—
Options written during the year	900			798,276
Options closed	(900	)		(798,276	)
Options expired	—			—
Options exercised	—			—
Options outstanding at end of year	—		$	—

STRONG U.S. EMERGING GROWTH FUND

	Shares or Principal Amount	Value (Note 2)
Common Stocks 99.9%
Commercial Services - Advertising 1.2%
aQuantive, Inc. (b)	121,160	$	1,241,890
Commercial Services - Market Research 1.0%
Corporate Executive Board Company (b)	21,580		1,007,139
Commercial Services - Miscellaneous 0.6%
Portfolio Recovery Associates, Inc. (b)	23,300		618,615
Commercial Services - Schools 5.0%
Career Education Corporation (b)	45,190		1,810,763
Corinthian Colleges, Inc. (b)	57,545		3,197,200
			5,007,963
Computer - IT Services 2.5%
Cognizant Technology Solutions Corporation (b)	23,515		1,073,225
MTC Technologies, Inc. (b)	46,040		1,483,409
			2,556,634
Computer - Local Networks 1.7%
Foundry Networks, Inc. (b)	62,195		1,701,655

25

SCHEDULES OF INVESTMENTS IN SECURITIES (continued) December 31, 2003

STRONG U.S. EMERGING GROWTH FUND (continued)

	Shares or Principal Amount		Value (Note 2)
Computer - Software Design 2.3%
Magma Design Automation (b)		97,310	$	2,271,215
Computer Software - Desktop 0.9%
Sonic Solutions (b)		61,185		936,131
Computer Software - Enterprise 1.6%
Altiris, Inc. (b)		43,180		1,575,206
Computer Software - Medical 2.8%
eResearch Technology, Inc. (b)		110,255		2,802,682
Computer Software - Security 1.9%
Netscreen Technologies, Inc. (b)		76,070		1,882,733
Electronics - Semiconductor Manufacturing 21.4%
Cabot Microelectronics Corporation (b)		20,195		989,555
Cree, Inc. (b)		135,230		2,392,219
Integrated Circuit Systems, Inc. (b)		72,215		2,057,405
Integrated Silicon Solution, Inc. (b)		64,275		1,007,189
Lexar Media, Inc. (b)		146,850		2,559,596
OmniVision Technologies, Inc. (b)		49,580		2,739,295
Power Integrations, Inc. (b)		31,090		1,040,271
Rudolph Technologies, Inc. (b)		41,470		1,017,674
SanDisk Corporation (b)		32,070		1,960,760
Silicon Laboratories, Inc. (b)		51,075		2,207,461
Trident Microsystems, Inc. (b)		199,392		3,473,409
				21,444,834
Finance - Consumer/Commercial Loans 1.9%
WFS Financial, Inc. (b)		45,665		1,938,936
Financial Services - Miscellaneous 3.9%
Investors Financial Services Corporation		68,485		2,630,509
iPayment, Inc. (b)		36,490		1,240,660
				3,871,169
Insurance - Property/Casualty/Title 0.9%
ProAssurance Corporation (b)		27,720		891,198
Internet - Content 2.7%
United Online, Inc. (b)		159,235		2,673,556
Internet - E*Commerce 5.5%
Getty Images, Inc. (b)		21,710		1,088,322
Netflix, Inc. (b)		51,140		2,796,847
University of Phoenix Online (b)		24,440		1,684,649
				5,569,818
Internet - Network Security/Solutions 0.8%
iPass, Inc. (b)		48,675		780,260
Leisure - Gaming/Equipment 1.0%
Shuffle Master, Inc. (b)		29,260		1,012,981
Medical - Generic Drugs 3.9%
American Pharmaceutical Partners, Inc. (b)		83,707		2,812,555
Andrx Group (b)		44,645		1,073,266
				3,885,821
Medical - Nursing Homes 5.7%
Odyssey Healthcare, Inc. (b)		103,695		3,034,116
VistaCare, Inc. Class A (b)		75,275		2,645,916
				5,680,032
Medical - Outpatient/Home Care 1.6%
AmSurg Corporation (b)		42,420		1,607,294
Medical - Products 3.6%
Advanced Neuromodulation Systems, Inc. (b)		24,395	$	1,121,682
Cyberonics, Inc. (b)		32,945		1,054,570
Wilson Greatbatch Technologies, Inc. (b)		34,690		1,466,346
				3,642,598
Medical/Dental - Services 2.5%
American Healthways, Inc. (b)		103,840		2,478,661
Oil & Gas - United States Exploration & Production 1.9%
Evergreen Resources, Inc. (b)		59,005		1,918,253
Retail - Clothing/Shoes 4.7%
Chicos FAS, Inc. (b)		39,029		1,442,122
Hot Topic, Inc. (b)		82,935		2,443,265
The Wet Seal, Inc. Class A (b)		84,450		835,210
				4,720,597
Retail - Discount & Variety 1.6%
Fred’s, Inc.		50,345		1,559,688
Retail - Miscellaneous 1.2%
Sharper Image Corporation (b)		36,430		1,189,439
Retail - Restaurants 2.4%
P.F. Chang’s China Bistro, Inc. (b)		47,445		2,414,002
Telecommunications - Wireless Services 4.5%
@Road, Inc. (b)		81,660		1,086,078
Alamosa Holdings, Inc. (b)		232,995		934,310
LCC International, Inc. Class A (b)		227,100		1,217,710
Nextel Partners, Inc. (b)		92,305		1,241,502
				4,479,600
Transportation - Services 1.6%
C.H. Robinson Worldwide, Inc.		41,495		1,573,075
Transportation - Truck 5.1%
Heartland Express, Inc.		43,850		1,060,731
J.B. Hunt Transport Services, Inc. (b)		86,480		2,335,825
Knight Transportation, Inc. (b)		65,255		1,673,791
				5,070,347
Total Common Stocks (Cost $65,741,028)				100,004,022
Short-Term Investments (a) 0.2%
Repurchase Agreements
State Street Bank (Dated 12/31/03), 0.75%, Due 1/02/04 (Repurchase proceeds $155,606); Collateralized by: United States Government & Agency Issues (c)	$	155,600		155,600
Total Short-Term Investments (Cost $155,600)				155,600
Total Investments in Securities (Cost $65,896,628) 100.1%				100,159,622
Other Assets and Liabilities, Net (0.1%)				(44,848	)
Net Assets 100.0%			$	100,114,774

26

STRONG ENTERPRISE FUND

	Shares or Principal Amount	Value (Note 2)
Common Stocks 97.5%
Apparel - Shoes & Related Manufacturing 0.9%
Reebok International, Ltd.	65,200	$	2,563,664
Auto/Truck - Original Equipment 0.8%
Eaton Corporation	22,100		2,386,358
Building - Heavy Construction 1.3%
Chicago Bridge & Iron Company NV	126,800		3,664,520
Commercial Services - Market Research 0.7%
Corporate Executive Board Company (b)	43,100		2,011,477
Commercial Services - Schools 2.1%
Apollo Group, Inc. Class A (b)	26,030		1,770,040
Career Education Corporation (b)	109,700		4,395,679
			6,165,719
Computer - Local Networks 2.8%
Juniper Networks, Inc. (b)	113,900		2,127,652
Polycom, Inc. (b)	309,300		6,037,536
			8,165,188
Computer Software - Education/Entertainment 2.0%
Activision, Inc. (b)	144,444		2,628,881
Electronic Arts, Inc. (b)	62,900		3,005,362
			5,634,243
Electronics - Miscellaneous Components 1.8%
Vishay Intertechnology, Inc. (b)	230,000		5,267,000
Electronics - Scientific Measuring 2.2%
Teradyne, Inc. (b)	250,900		6,385,405
Electronics - Semiconductor Manufacturing 16.0%
ASE Test, Ltd. (b)	327,000		4,895,190
ATI Technologies, Inc. (b)	93,200		1,409,184
Amkor Technology, Inc. (b)	105,500		1,921,155
Credence Systems Corporation (b)	239,820		3,156,031
Cymer, Inc. (b)	45,200		2,087,788
Fairchild Semiconductor Corporation Class A (b)	232,000		5,793,040
Intersil Holding Corporation Class A	234,400		5,824,840
KLA-Tencor Corporation (b)	71,780		4,211,333
Linear Technology Corporation	89,900		3,782,093
SanDisk Corporation (b)	44,200		2,702,388
Ultratech Stepper, Inc. (b)	172,600		5,069,262
Xilinx, Inc. (b)	130,460		5,054,020
			45,906,324
Finance - Mortgage & Related Services 1.8%
Countrywide Financial Corporation	67,500		5,119,875
Financial Services - Miscellaneous 0.9%
Investors Financial Services Corporation	63,800		2,450,558
Household - Consumer Electronics 2.0%
Harman International Industries, Inc.	78,760		5,826,665
Leisure - Gaming/Equipment 1.9%
International Game Technology	152,990		5,461,743
Leisure - Movies & Related 0.7%
Avid Technology, Inc. (b)	44,200		2,121,600
Leisure - Services 2.4%
Royal Caribbean Cruises, Ltd.	202,200	$	7,034,538
Leisure - Toys/Games/Hobby 3.4%
Marvel Enterprises, Inc. (b)	333,425		9,706,002
Media - Cable TV 2.1%
EchoStar Communications Corporation Class A (b)	175,500		5,967,000
Media - Newspapers 1.3%
The E.W. Scripps Company Class A	38,885		3,660,634
Media - Radio/TV 1.8%
Emmis Broadcasting Corporation Class A (b)	102,800		2,780,740
Univision Communications, Inc. Class A (b)	59,370		2,356,395
			5,137,135
Medical - Biomedical/Biotechnology 4.4%
Digene Corporation (b)	118,159		4,738,176
Genzyme Corporation (b)	84,875		4,187,732
Gilead Sciences, Inc. (b)	35,126		2,042,226
ImClone Systems, Inc. (b)	45,200		1,792,632
			12,760,766
Medical - Ethical Drugs 1.4%
Medicis Pharmaceutical Corporation Class A	54,600		3,892,980
Medical - Generic Drugs 1.5%
Watson Pharmaceuticals, Inc. (b)	92,800		4,268,800
Medical - Genetics 1.5%
Millennium Pharmaceuticals (b)	228,300		4,262,361
Medical - Health Maintenance Organizations 1.4%
Anthem, Inc. (b)	51,965		3,897,375
Medical - Hospitals 1.7%
Community Health Systems, Inc. (b)	181,700		4,829,586
Medical - Nursing Homes 1.2%
Manor Care, Inc.	40,900		1,413,913
Select Medical Corporation	115,700		1,883,596
			3,297,509
Medical - Products 2.0%
C.R. Bard, Inc.	25,700		2,088,125
Zimmer Holdings, Inc. (b)	52,365		3,686,496
			5,774,621
Medical - Systems/Equipment 1.3%
Varian Medical Systems, Inc. (b)	30,545		2,110,659
Viasys Healthcare, Inc. (b)	83,149		1,712,869
			3,823,528
Medical/Dental - Services 0.8%
VCA Antech, Inc. (b)	75,570		2,341,159
Medical/Dental - Supplies 0.7%
Dentsply International, Inc.	46,100		2,082,337
Oil & Gas - Drilling 2.1%
ENSCO International, Inc.	76,500		2,078,505
Nabors Industries, Ltd. (b)	94,605		3,926,107
			6,004,612
Oil & Gas - Field Services 0.6%
BJ Services Company (b)	45,830		1,645,297

27

SCHEDULES OF INVESTMENTS IN SECURITIES (continued ) December 31, 2003

STRONG ENTERPRISE FUND (continued)

	Shares or Principal Amount		Value (Note 2)
Oil & Gas - International Integrated 1.0%
Suncor Energy, Inc.		117,000	$	2,932,020
Oil & Gas - United States Exploration & Production 1.0%
Devon Energy Corporation		52,100		2,983,246
Pollution Control - Services 1.4%
Stericycle, Inc. (b)		88,000		4,109,600
Retail - Clothing/Shoes 3.7%
Aeropostale, Inc. (b)		70,000		1,919,400
Coach, Inc. (b)		76,100		2,872,775
Ross Stores, Inc.		77,300		2,043,039
Urban Outfitters, Inc. (b)		101,300		3,753,165
				10,588,379
Retail - Home Furnishings 2.7%
The Bombay Company, Inc. (b)		180,900		1,472,526
Select Comfort Corporation (b)		183,850		4,552,126
Williams-Sonoma, Inc. (b)		46,800		1,627,236
				7,651,888
Retail - Leisure Products 1.0%
Sports Authority, Inc. (b)		76,100		2,922,240
Retail - Miscellaneous 1.4%
PETsMART, Inc.		163,182		3,883,732
Retail - Restaurants 2.2%
Applebee’s International, Inc.		55,500		2,179,485
Panera Bread Company Class A (b)		105,240		4,160,137
				6,339,622
Retail/Wholesale - Auto Parts 0.8%
CarMax, Inc. (b)		74,200		2,295,006
Telecommunications - Equipment 2.2%
Adtran, Inc.		43,400		1,345,400
Alcatel SA ADR (b)		235,500		3,026,175
Avaya, Inc. (b)		148,600		1,922,884
				6,294,459
Telecommunications - Fiber Optics 0.8%
Corning, Inc. (b)		230,500		2,404,115
Telecommunications - Wireless Services 3.9%
Crown Castle International Corporation (b)		434,200		4,789,226
Nextel Communications, Inc. Class A (b)		88,240		2,476,014
NII Holdings, Inc. Class B (b)		53,600		4,000,168
				11,265,408
Transportation - Airline 1.7%
AirTran Holdings, Inc. (b)		415,800		4,948,020
Transportation - Truck 0.7%
Heartland Express, Inc.		78,798		1,906,124
Trucks & Parts - Heavy Duty 3.5%
Navistar International Corporation (b)		161,910		7,753,870
PACCAR, Inc.		27,200		2,315,264
				10,069,134
Total Common Stocks (Cost $233,483,361)				280,109,572
Short-Term Investments (a) 4.7%
Collateral Received for Securities Lending (d) 4.2%
Navigator Prime Portfolio		12,001,350	$	12,001,350
Repurchase Agreements 0.5%
State Street Bank (Dated 12/31/03),0.75%, Due 1/02/04, (Repurchase proceeds $1,330,655); Collateralized By: United States Government & Agency Issues (c)	$	1,330,600		1,330,600
Total Short-Term Investments (Cost $13,331,950)				13,331,950
Total Investments in Securities (Cost $246,815,311) 102.2%				293,441,522
Other Assets and Liabilities, Net (2.2%)				(6,213,215	)
Net Assets 100.0%			$	287,228,307

STRONG GROWTH 20 FUND

	Shares or Principal Amount	Value (Note 2)
Common Stocks 98.7%
Building - Resident/Commercial 9.0%
Centex Corporation	110,000	$	11,841,500
Lennar Corporation Class A	120,000		11,520,000
			23,361,500
Commercial Services - Schools 3.2%
Apollo Group, Inc. Class A (b)	120,000		8,160,000
Computer - Local Networks 6.0%
Cisco Systems, Inc. (b)	635,000		15,424,150
Computer Software - Enterprise 4.7%
VERITAS Software Corporation (b)	330,000		12,262,800
Electronics – Semiconductor Manufacturing 12.9%
ASML Holding NV (b)	335,000		6,716,750
Intel Corporation	300,000		9,660,000
MEMC Electronic Materials, Inc. (b)	395,000		3,799,900
Marvell Technology Group, Ltd. (b)	85,000		3,224,050
SanDisk Corporation (b)	165,000		10,088,100
			33,488,800
Finance - Mortgage & Related Services 5.2%
Doral Financial Corporation	420,000		13,557,600
Finance - Savings & Loan 2.4%
Westcorp	170,000		6,213,500
Household - Consumer Electronics 6.3%
Harman International Industries, Inc.	220,000		16,275,600
Internet - Content 8.4%
Ask Jeeves, Inc. (b)	195,000		3,533,400
Yahoo! Inc. (b)	405,000		18,293,850
			21,827,250
Internet - E*Commerce 6.4%
eBay, Inc. (b)	255,000		16,470,450
Internet - Internet Service Provider 2.1%
J2 Global Communications (b)	220,000		5,449,400

28

STRONG GROWTH 20 FUND (continued)

	Shares or Principal Amount			Value (Note 2)
Machinery - Construction/Mining 1.0%
Caterpillar, Inc.		30,000		$	2,490,600
Medical - Biomedical/Biotechnology 3.5%
Gilead Sciences, Inc. (b)		155,000			9,011,700
Medical - Generic Drugs 7.2%
Pharmaceutical Resources, Inc. (b)		75,000			4,886,250
Taro Pharmaceutical Industries, Ltd. (b)		125,000			8,062,500
Teva Pharmaceutical Industries, Ltd. ADR		100,000			5,671,000
					18,619,750
Medical - Genetics 2.3%
Genentech, Inc. (b)		65,000			6,082,050
Metal Ores - Gold/Silver 1.5%
Newmont Mining Corporation Holding Company		80,000			3,888,800
Oil & Gas - United States Exploration & Production 4.1%
Ultra Petroleum Corporation (b)		425,000			10,463,500
Retail - Clothing/Shoes 5.8%
Coach, Inc. (b)		395,000			14,911,250
Telecommunications - Fiber Optics 2.0%
Corning, Inc. (b)		500,000			5,215,000
Telecommunications - Wireless Equipment 3.7%
UTStarcom, Inc. (b)		260,000			9,638,200
Trucks & Parts - Heavy Duty 1.0%
Navistar International Corporation (b)		55,000			2,633,950
Total Common Stocks (Cost $204,546,211)					255,445,850
Short-Term Investments (a) 1.0%
Repurchase Agreements
State Street Bank (Dated 12/31/03),0.75%, Due 1/02/04 (Repurchase proceeds $2,718,413); Collateralized by: United States Government & Agency Issues (c)	$	2,718,300			2,718,300
Total Short-Term Investments (Cost $2,718,300)					2,718,300
Total Investments in Securities (Cost $207,264,511) 99.7%					258,164,150
Other Assets and Liabilities, Net 0.3%					727,997
Net Assets 100.0%				$	258,892,147
WRITTEN OPTIONS ACTIVITY
	Contracts			Premiums
Options outstanding at beginning of year		—		$	—
Options written during the year		3,385			683,262
Options closed		(3,385	)		(683,262	)
Options expired		—			—
Options exercised		—			—
Options outstanding at end of year		—		$	—

STRONG GROWTH FUND

	Shares or Principal Amount	Value (Note 2)
Common Stocks 98.4%
Banks - Midwest 0.8%
TCF Financial Corporation	280,000	$	14,378,000
Banks - Super Regional 1.0%
Wells Fargo Company	310,000		18,255,900
Chemicals - Specialty 0.8%
Praxair, Inc.	360,000		13,752,000
Commercial Services - Miscellaneous 1.8%
Paychex, Inc.	850,000		31,620,000
Commercial Services - Schools 3.8%
Apollo Group, Inc. Class A (b)	490,000		33,320,000
Corinthian Colleges, Inc. (b)	590,000		32,780,400
			66,100,400
Computer - Data Storage 1.0%
EMC Corporation (b)	1,414,375		18,273,725
Computer - IT Services 1.4%
Amdocs, Ltd. (b)	635,000		14,274,800
Cognizant Technology Solutions Corporation (b)	220,000		10,040,800
			24,315,600
Computer - Local Networks 4.5%
Cisco Systems, Inc. (b)	2,000,000		48,580,000
Juniper Networks, Inc. (b)	500,000		9,340,000
Polycom, Inc. (b)	250,000		4,880,000
QLogic Corporation (b)	300,000		15,480,000
			78,280,000
Computer - Manufacturers 3.1%
Dell, Inc. (b)	1,585,000		53,826,600
Computer Software - Desktop 2.1%
Microsoft Corporation	1,300,000		35,802,000
Computer Software - Education/Entertainment 0.9%
Electronic Arts, Inc. (b)	345,000		16,484,100
Computer Software - Enterprise 3.9%
Cognos, Inc. (b)	380,000		11,635,600
Mercury Interactive Corporation (b)	545,000		26,508,800
SAP AG Sponsored ADR	425,000		17,663,000
VERITAS Software Corporation (b)	325,000		12,077,000
			67,884,400
Computer Software - Security 1.4%
Netscreen Technologies, Inc. (b)	975,000		24,131,250
Cosmetics - Personal Care 1.0%
Colgate Palmolive Company	295,000		14,764,750
The Gillette Company	95,000		3,489,350
			18,254,100
Diversified Operations 2.2%
General Electric Company	1,225,000		37,950,500
Electronics - Contract Manufacturing 1.3%
Flextronics International, Ltd. (b)	1,515,000		22,482,600

29

SCHEDULES OF INVESTMENTS IN SECURITIES (continued) December 31, 2003

STRONG GROWTH FUND (continued)

	Shares or Principal Amount	Value (Note 2)
Electronics - Semiconductor Manufacturing 12.5%
Analog Devices, Inc.	615,000	$	28,074,750
Fairchild Semiconductor Corporation Class A (b)	225,000		5,618,250
Integrated Circuit Systems, Inc. (b)	400,000		11,396,000
Intel Corporation	1,075,000		34,615,000
Intersil Holding Corporation Class A	830,000		20,625,500
KLA-Tencor Corporation (b)	315,000		18,481,050
Linear Technology Corporation	275,000		11,569,250
MEMC Electronic Materials, Inc. (b)	250,000		2,405,000
Marvell Technology Group, Ltd. (b)	355,000		13,465,150
Microchip Technology, Inc.	570,000		19,015,200
Novellus Systems, Inc. (b)	475,000		19,973,750
Silicon Laboratories, Inc. (b)	330,000		14,262,600
Taiwan Semiconductor Manufacturing Company, Ltd. Sponsored ADR (b)	150,000		1,536,000
Xilinx, Inc. (b)	435,000		16,851,900
			217,889,400
Finance - Consumer/Commercial Loans 1.4%
SLM Corporation	655,000		24,680,400
Finance - Investment Brokers 1.2%
The Goldman Sachs Group, Inc.	205,000		20,239,650
Finance - Mortgage & Related Services 1.8%
Countrywide Financial Corporation	30,000		2,275,500
Doral Financial Corporation	450,000		14,526,000
FNMA	190,000		14,261,400
			31,062,900
Financial Services - Miscellaneous 1.5%
Alliance Data Systems Corporation (b)	600,000		16,608,000
American Express Company	185,000		8,922,550
First Marblehead Corporation (b)	45,600		997,728
			26,528,278
Food - Miscellaneous Preparation 0.4%
PepsiCo, Inc.	160,000		7,459,200
Household - Consumer Electronics 0.8%
Harman International Industries, Inc.	185,000		13,686,300
Insurance - Diversified 1.0%
American International Group, Inc.	255,000		16,901,400
Insurance - Property/Casualty/Title 0.3%
RenaissanceRe Holdings, Ltd.	100,000		4,905,000
Internet - Content 1.9%
Monster Worldwide, Inc. (b)	465,000		10,211,400
Yahoo! Inc. (b)	520,000		23,488,400
			33,699,800
Internet - E*Commerce 2.3%
eBay, Inc. (b)	500,000		32,295,000
University of Phoenix Online (b)	105,000		7,237,650
			39,532,650
Internet - Software 0.1%
BEA Systems, Inc. (b)	200,000		2,460,000
Leisure - Gaming/Equipment 0.8%
International Game Technology	380,000		13,566,000
Leisure - Hotels & Motels 0.8%
Marriott International, Inc. Class A	295,000		13,629,000
Machinery - General Industrial 0.5%
Dover Corporation	240,000	$	9,540,000
Media - Cable TV 0.7%
EchoStar Communications Corporation Class A (b)	255,000		8,670,000
Hughes Electronics Corporation (b)	164,643		2,724,842
			11,394,842
Media - Radio/TV 2.8%
Univision Communications, Inc. Class A (b)	665,000		26,393,850
Viacom, Inc. Class B	285,000		12,648,300
XM Satellite Radio Holdings, Inc. Class A (b)	400,000		10,544,000
			49,586,150
Medical - Biomedical/Biotechnology 5.7%
Amgen, Inc. (b)	300,000		18,540,000
Digene Corporation (b)	530,000		21,253,000
Genzyme Corporation (b)	565,000		27,877,100
Gilead Sciences, Inc. (b)	530,000		30,814,200
			98,484,300
Medical - Ethical Drugs 4.0%
Eli Lilly & Company	180,000		12,659,400
Pfizer, Inc.	1,300,000		45,929,000
Wyeth	250,000		10,612,500
			69,200,900
Medical - Generic Drugs 2.1%
Mylan Laboratories, Inc.	500,000		12,630,000
Taro Pharmaceutical Industries, Ltd. (b)	220,000		14,190,000
Teva Pharmaceutical Industries, Ltd. ADR	25,000		1,417,750
Watson Pharmaceuticals, Inc. (b)	175,000		8,050,000
			36,287,750
Medical - Health Maintenance Organizations 0.5%
Molina Healthcare, Inc. (b)	375,000		9,461,250
Medical - Products 3.9%
Advanced Neuromodulation Systems, Inc. (b)	190,000		8,736,200
Boston Scientific Corporation (b)	685,000		25,180,600
Medtronic, Inc.	125,000		6,076,250
Respironics, Inc. (b)	215,000		9,694,350
St. Jude Medical, Inc. (b)	285,000		17,484,750
			67,172,150
Medical - Systems/Equipment 0.0%
Ventana Medical Systems, Inc. (b)	20,000		788,000
Medical/Dental - Services 0.4%
VCA Antech, Inc. (b)	212,000		6,567,760
Oil & Gas - Drilling 0.1%
ENSCO International, Inc.	65,000		1,766,050
Oil & Gas - Machinery/Equipment 1.0%
Smith International, Inc. (b)	405,000		16,815,600
Oil & Gas - United States Exploration & Production 1.2%
XTO Energy, Inc.	745,000		21,083,500
Retail - Clothing/Shoes 2.5%
Chicos FAS, Inc. (b)	285,000		10,530,750
Coach, Inc. (b)	200,000		7,550,000
Ross Stores, Inc.	965,000		25,504,950
			43,585,700

30

STRONG GROWTH FUND (continued)

	Shares or Principal Amount			Value (Note 2)
Retail - Consumer Electronics 0.1%
Best Buy Company, Inc.		25,000		$	1,306,000
Retail - Leisure Product 0.7%
Dick’s Sporting Goods (b)		68,000			3,308,880
Guitar Center, Inc. (b)		250,000			8,145,000
					11,453,880
Retail – Miscellaneous 3.4%
PETCO Animal Supplies, Inc. (b)		940,000			28,623,000
PETsMART, Inc.		1,295,000			30,821,000
					59,444,000
Retail - Restaurants 2.1%
Outback Steakhouse, Inc.		315,000			13,926,150
P.F. Chang’s China Bistro, Inc. (b)		260,000			13,228,800
Red Robin Gourmet Burgers, Inc. (b)		330,000			10,045,200
					37,200,150
Retail - Super/Mini Markets 1.5%
Provide Commerce, Inc. (b)		7,000			106,190
Whole Foods Marketing, Inc. (b)		400,000			26,852,000
					26,958,190
Retail/Wholesale - Auto Parts 1.1%
CarMax, Inc. (b)		600,000			18,558,000
Retail/Wholesale - Building Products 1.8%
Fastenal Company		200,000			9,988,000
The Home Depot, Inc.		320,000			11,356,800
Lowe’s Companies, Inc.		175,000			9,693,250
					31,038,050
Telecommunications - Fiber Optics 1.0%
Corning, Inc. (b)		1,645,000			17,157,350
Telecommunications - Wireless Equipment 1.0%
UTStarcom, Inc. (b)		465,000			17,237,550
Telecommunications - Wireless Services 0.6%
Nextel Communications, Inc. Class A (b)		380,000			10,662,800
Transportation – Airline 1.4%
AirTran Holdings, Inc. (b)		250,000			2,975,000
JetBlue Airways Corporation (b)		795,000			21,083,400
					24,058,400
Transportation - Services 0.5%
Expeditors International of Washington, Inc.		255,000			9,603,300
Total Common Stocks (Cost $1,265,496,893)					1,714,442,775
Short-Term Investments (a) 3.2%
Collateral Received for Securities Lending (d) 1.2%
Navigator Prime Portfolio		21,624,999			21,624,999
Repurchase Agreements 2.0%
ABN AMRO Inc. (Dated 12/31/03),0.95%, Due 1/02/04 (Repurchase proceeds $31,801,678); Collateralized by: United States Government & Agency Issues (c)	$	31,800,000			31,800,000
State Street Bank (Dated 12/31/03),0.75%, Due 1/02/04 (Repurchase proceeds $2,340,598); Collateralized by: United States Government & Agency Issues (c)		2,340,500			2,340,500
					34,140,500
United States Government Issues 0.0%
United States Treasury Bills, Due 2/05/04	$	920,000		$	919,303
Total Short-Term Investments (Cost $56,684,695)					56,684,802
Total Investments in Securities (Cost $1,322,181,588) 101.6%					1,771,127,577
Other Assets and Liabilities, Net (1.6%)					(28,212,798	)
NetAssets 100.0%				$	1,742,914,779
WRITTEN OPTIONS ACTIVITY
	Contracts			Premiums
Options outstanding at beginning of year		500		$	368,489
Options written during the year		5,775			1,092,549
Options closed		(6,272	)		(1,458,827	)
Options expired		—			—
Options exercised		(3	)		(2,211	)
Options outstanding at end of year		—		$	—
STRONG LARGE COMPANY GROWTH FUND
	Shares or Principal Amount			Value (Note 2)
Common Stocks 99.4%
Apparel - Shoes & Related Manufacturing 2.5%
NIKE, Inc. Class B		25,800		$	1,766,268
Banks - Money Center 2.8%
Citigroup, Inc.		41,400			2,009,556
Beverages - Alcoholic 3.3%
Anheuser-Busch Companies, Inc.		45,000			2,370,600
Building - Heavy Construction 1.5%
Chicago Bridge & Iron Company NV		36,000			1,040,400
Commercial Services - Advertising 1.7%
Omnicom Group, Inc.		14,000			1,222,620
Computer - IT Services 3.8%
Amdocs, Ltd. (b)		44,300			995,864
International Business Machines Corporation		11,700			1,084,356
Unisys Corporation (b)		46,000			683,100
					2,763,320
Computer - Local Networks 2.4%
Cisco Systems, Inc. (b)		70,200			1,705,158
Computer - Manufacturers 2.0%
Dell, Inc. (b)		42,500			1,443,300
Computer Software - Desktop 4.0%
Microsoft Corporation		103,300			2,844,882
Computer Software - Education/Entertainment 2.3%
Electronic Arts, Inc. (b)		35,000			1,672,300
Computer Software - Enterprise 1.2%
Oracle Systems Corporation (b)		65,000			858,000

31

SCHEDULES OF INVESTMENTS IN SECURITIES (continued) December 31, 2003

STRONG LARGE COMPANY GROWTH FUND (continued)

	Shares or Principal Amount		Value (Note 2)
Computer Software - Financial 1.0%
Intuit, Inc. (b)		14,000	$	740,740
Diversified Operations 5.9%
General Electric Company		96,000		2,974,080
United Technologies Corporation		13,000		1,232,010
				4,206,090
Electronics - Scientific Measuring 1.5%
Cognex Corporation		38,400		1,084,416
Electronics - Semiconductor Manufacturing 6.3%
Intel Corporation		61,800		1,989,960
NVIDIA Corporation (b)		41,000		953,250
National Semiconductor Corporation (b)		40,000		1,576,400
				4,519,610
Finance - Index Tracking Fund 1.1%
MSCI I Shares Emerging Markets Index		5,000		819,650
Finance - Mortgage & Related Services 1.7%
FNMA		16,100		1,208,466
Finance - Publicly Traded Investment Funds-Equity (Non 40 Act) 1.3%
Pharmaceutical Holders Trust		11,500		914,250
Finance - Savings & Loan 1.0%
Washington Mutual, Inc.		18,000		722,160
Financial Services - Miscellaneous 1.8%
American Express Company		27,300		1,316,679
Food - Dairy Products 1.7%
Dean Foods Company (b)		37,500		1,232,625
Food - Miscellaneous Preparation 1.9%
PepsiCo, Inc.		29,000		1,351,980
Insurance - Diversified 2.9%
American International Group, Inc.		31,800		2,107,704
Internet - E*Commerce 4.4%
eBay,Inc. (b)		23,600		1,524,324
InterActiveCorp (b)		48,000		1,628,640
				3,152,964
Media - Cable TV 1.5%
Comcast Corporation Class A (b)		32,000		1,051,840
Media - Radio/TV 2.3%
Viacom, Inc. Class B		36,500		1,619,870
Medical - Biomedical/Biotechnology 5.8%
Amgen, Inc. (b)		40,400		2,496,720
Medimmune, Inc. (b)		30,700		779,780
Nektar Therapeutics (b)		67,500		918,675
				4,195,175
Medical - Drug/Diversified 2.2%
Johnson & Johnson		30,500		1,575,630
Medical - Ethical Drugs 5.7%
Merck & Company, Inc.		23,000		1,062,600
Pfizer, Inc.		86,180		3,044,739
				4,107,339
Medical - Generic Drugs 4.7%
Barr Laboratories, Inc. (b)		22,000	$	1,692,900
Teva Pharmaceutical Industries, Ltd. ADR		29,200		1,655,932
				3,348,832
Medical - Products 1.7%
Alcon, Inc.		20,300		1,228,962
Medical/Dental - Services 2.4%
Aaipharma, Inc. (b)		20,000		502,400
Covance, Inc. (b)		45,000		1,206,000
				1,708,400
Metal Ores - Miscellaneous 1.3%
Freeport-McMoran Copper & Gold, Inc. Class B		22,000		926,860
Metal Products - Fasteners 1.5%
Illinois Tool Works, Inc.		13,000		1,090,830
Oil& Gas - United States Exploration & Production 1.2%
Devon Energy Corporation		14,417		825,517
Retail - Major Discount Chains 1.5%
Wal-Mart Stores, Inc.		19,800		1,050,390
Retail/Wholesale - Building Products 1.9%
Lowe’s Companies, Inc.		25,100		1,390,289
Retail/Wholesale - Jewelry 1.9%
Tiffany & Company		30,600		1,383,120
Soap & Cleaning Preparations 1.5%
The Procter & Gamble Company		11,000		1,098,680
Telecommunications - Wireless Equipment 2.3%
Nokia Corporation Sponsored ADR		97,500		1,657,500
Total Common Stocks (Cost $62,915,131)				71,332,972
Short-Term Investments (a) 1.7%
Repurchase Agreements
State Street Bank (Dated 12/31/03), 0.75%, Due 1/02/04 (Repurchase Proceeds $1,200,350); Collateralized by: United States Government & Agency Issues (c)	$	1,200,300		1,200,300
Total Short-Term Investments (Cost $1,200,300)				1,200,300
Total Investments in Securities (Cost $64,115,431) 101.1%				72,533,272
Other Assets and Liabilities, Net (1.1%)				(758,683	)
NetAssets 100.0%			$	71,774,589

LEGEND

(a) Short-term investments include any security which has a remaining maturity of less than one year and investments in money market funds.

(b) Non-income producing security.

(c) See Note 2(J) of Notes to Financial Statements.

(d) See Note 2(K) of Notes to Financial Statements.

Percentages are stated as a percent of net assets.

See Notes to Financial Statements.

32

STATEMENTS OF ASSETS AND LIABILITIES

December 31, 2003

	(In Thousands, Except Per Share Amounts)
	Strong Blue Chip Fund			Strong Discovery Fund			Strong Endeavor Fund
Assets:
Investments in Securities, at Value (Cost of $136,541, $145,861 and $3,751, respectively)	$	176,397		$	175,207		$	4,524
Receivable for Securities Sold		—			1,123			22
Receivable for Fund Shares Sold		13			166			—
Dividends and Interest Receivable		66			28			2
Other Assets		81			27			5
Total Assets		176,557			176,551			4,553
Liabilities:
Payable for Securities Purchased		—			—			46
Payable for Fund Shares Redeemed		114			84			—
Payable Upon Return of Securities on Loan		—			9,614			—
Accrued Operating Expenses and Other Liabilities		133			60			7
Total Liabilities		247			9,758			53
Net Assets	$	176,310		$	166,793		$	4,500
Net Assets Consist of:
Capital Stock (Par Value and Paid-in Capital)	$	328,447		$	138,569		$	5,590
Undistributed Net Investment Income (Loss)		—			—			—
Undistributed Net Realized Gain (Loss)		(191,993	)		(1,122	)		(1,863	)
Net Unrealized Appreciation (Depreciation)		39,856			29,346			773
Net Assets	$	176,310		$	166,793		$	4,500
Capital Shares Outstanding (Unlimited Number Authorized)		15,862			8,452			483
Net Asset Value Per Share	$	11.12		$	19.73		$	9.32

See Notes to Financial Statements.

33

STATEMENTS OF ASSETS AND LIABILITIES (continued)

December 31, 2003

	(In Thousands, Except Per Share Amounts)
	Strong Large Cap Growth Fund			Strong U.S. Emerging Growth Fund
Assets:
Investments in Securities, at Value (Cost of $510,816 and $65,897, respectively)	$	645,573		$	100,160
Receivable for Securities Sold		9,045			—
Receivable for Fund Shares Sold		65			48
Dividends and Interest Receivable		189			6
Other Assets		70			13
Total Assets		654,942			100,227
Liabilities:
Payable for Securities Purchased		7,442			—
Payable for Fund Shares Redeemed		179			65
Payable Upon Return of Securities on Loan		2,938			—
Accrued Operating Expenses and Other Liabilities		252			47
Total Liabilities		10,811			112
Net Assets	$	644,131		$	100,115
Net Assets Consist of:
Capital Stock (Par Value and Paid-in Capital)	$	1,061,010		$	128,069
Undistributed Net Investment Income (Loss)		—			—
Undistributed Net Realized Gain (Loss)		(551,636	)		(62,217	)
Net Unrealized Appreciation (Depreciation)		134,757			34,263
Net Assets	$	644,131		$	100,115
Capital Shares Outstanding (Unlimited Number Authorized)		30,759			6,720
Net Asset Value Per Share	$	20.94		$	14.90

See Notes to Financial Statements.

34

STATEMENTS OF ASSETS AND LIABILITIES (continued)

December 31, 2003

	(In Thousands, Except As Noted)
	Strong Enterprise Fund
Assets:
Investments in Securities, at Value (Cost of $246,815)	$	293,442
Receivable for Securities Sold		6,840
Receivable for Fund Shares Sold		5
Dividends and Interest Receivable		49
Other Assets		55
Total Assets		300,391
Liabilities:
Payable for Securities Purchased		775
Payable for Fund Shares Redeemed		209
Payable Upon Return of Securities on Loan		12,001
Accrued Operating Expenses and Other Liabilities		178
Total Liabilities		13,163
Net Assets	$	287,228
Net Assets Consist of:
Capital Stock (Par Value and Paid-in Capital)	$	572,444
Undistributed Net Investment Income (Loss)		—
Undistributed Net Realized Gain (Loss)		(331,842	)
Net Unrealized Appreciation (Depreciation)		46,626
Net Assets	$	287,228
Investor Class ($ and shares in full)
Net Assets	$	249,220,769
Capital Shares Outstanding (Unlimited Number Authorized)		11,441,034
Net Asset Value Per Share	$	21.78
Institutional Class ($ and shares in full)
Net Assets	$	2,113,659
Capital Shares Outstanding (Unlimited Number Authorized)		96,657
Net Asset Value Per Share	$	21.87
Advisor Class ($ and shares in full)
Net Assets	$	1,689,567
Capital Shares Outstanding (Unlimited Number Authorized)		77,528
Net Asset Value Per Share	$	21.79
Class K ($ and shares in full)
Net Assets	$	34,204,312
Capital Shares Outstanding (Unlimited Number Authorized)		1,556,215
Net Asset Value Per Share	$	21.98

See Notes to Financial Statements.

35

STATEMENTS OF ASSETS AND LIABILITIES (continued)

December 31, 2003

	(In Thousands, Except As Noted)
	Strong Growth 20 Fund
Assets:
Investments in Securities, at Value (Cost of $207,265)	$	258,164
Receivable for Securities Sold		1,432
Receivable for Fund Shares Sold		18
Dividends and Interest Receivable		5
Other Assets		25
Total Assets		259,644
Liabilities:
Payable for Fund Shares Redeemed		589
Accrued Operating Expenses and Other Liabilities		163
Total Liabilities		752
Net Assets	$	258,892
Net Assets Consist of:
Capital Stock (Par Value and Paid-in Capital)	$	597,315
Undistributed Net Investment Income (Loss)		—
Undistributed Net Realized Gain (Loss)		(389,323	)
Net Unrealized Appreciation (Depreciation)		50,900
Net Assets	$	258,892
Investor Class ($ and shares in full)
Net Assets	$	253,148,948
Capital Shares Outstanding (Unlimited Number Authorized)		19,533,240
Net Asset Value Per Share	$	12.96
Advisor Class ($ and shares in full)
Net Assets	$	5,743,199
Capital Shares Outstanding (Unlimited Number Authorized)		442,237
Net Asset Value Per Share	$	12.99

See Notes to Financial Statements.

36

STATEMENTS OF ASSETS AND LIABILITIES (continued)

December 31, 2003

	(In Thousands, Except As Noted)
	Strong Growth Fund
Assets:
Investments in Securities, at Value (Cost of $1,322,182)	$	1,771,128
Receivable for Securities Sold		6,647
Receivable for Fund Shares Sold		67
Dividends and Interest Receivable		384
Other Assets		112
Total Assets		1,778,338
Liabilities:
Payable for Securities Purchased		12,172
Payable for Fund Shares Redeemed		1,017
Payable Upon Return of Securities on Loan		21,625
Accrued Operating Expenses and Other Liabilities		609
Total Liabilities		35,423
Net Assets	$	1,742,915
Net Assets Consist of:
Capital Stock (Par Value and Paid-in Capital)	$	2,255,117
Undistributed Net Investment Income (Loss)		—
Undistributed Net Realized Gain (Loss)		(961,148	)
Net Unrealized Appreciation (Depreciation)		448,946
Net Assets	$	1,742,915
Investor Class ($ and shares in full)
Net Assets	$	1,365,945,936
Capital Shares Outstanding (Unlimited Number Authorized)		79,461,537
Net Asset Value Per Share	$	17.19
Institutional Class ($ and shares in full)
Net Assets	$	311,311,912
Capital Shares Outstanding (Unlimited Number Authorized)		17,639,984
Net Asset Value Per Share	$	17.65
Advisor Class ($ and shares in full)
Net Assets	$	9,294,285
Capital Shares Outstanding (Unlimited Number Authorized)		543,982
Net Asset Value Per Share	$	17.09
Class C ($ and shares in full)
Net Assets	$	511,781
Capital Shares Outstanding (Unlimited Number Authorized)		30,052
Net Asset Value Per Share	$	17.03
Class K ($ and shares in full)
Net Assets	$	55,850,865
Capital Shares Outstanding (Unlimited Number Authorized)		3,212,827
Net Asset Value Per Share	$	17.38

See Notes to Financial Statements.

37

STATEMENTS OF ASSETS AND LIABILITIES (continued)

December 31, 2003

	(In Thousands, Except As Noted)
	Strong Large Company Growth Fund
Assets:
Investments in Securities, at Value (Cost of $64,115)	$	72,533
Receivable for Securities Sold		2,158
Receivable for Fund Shares Sold		176
Dividends and Interest Receivable		47
Other Assets		18
Total Assets		74,932
Liabilities:
Payable for Securities Purchased		3,116
Payable for Fund Shares Redeemed		13
Accrued Operating Expenses and Other Liabilities		28
Total Liabilities		3,157
Net Assets	$	71,775
Net Assets Consist of:
Capital Stock (Par Value and Paid-in Capital)	$	72,858
Undistributed Net Investment Income (Loss)		—
Undistributed Net Realized Gain (Loss)		(9,501	)
Net Unrealized Appreciation (Depreciation)		8,418
Net Assets	$	71,775
Investor Class ($ and shares in full)
Net Assets	$	70,748,434
Capital Shares Outstanding (Unlimited Number Authorized)		5,296,582
Net Asset Value Per Share	$	13.36
Class K ($ and shares in full)
Net Assets	$	1,026,155
Capital Shares Outstanding (Unlimited Number Authorized)		76,602
Net Asset Value Per Share	$	13.40

See Notes to Financial Statements.

38

STATEMENTS OF OPERATIONS

For the Year Ended December 31, 2003

	(In Thousands)
	Strong Blue Chip Fund			Strong Discovery Fund			Strong Endeavor Fund
Income:
Dividends – Unaffiliated Issuers (net of foreign withholding taxes of $1,$4 and $0, respectively)	$	1,468		$	1,031		$	32
Dividends – Affiliated Issuers		—			5			—
Interest		63			105			1
Total Income		1,531			1,141			33
Expenses:
Investment Advisory Fees		883			1,126			34
Administrative Fees		530			375			13
Custodian Fees		13			28			7
Shareholder Servicing Costs		1,302			510			25
Reports to Shareholders		207			99			4
12b-1 Fees		—			—			11
Professional Fees		26			27			11
Federal and State Registration Fees		17			26			18
Other		51			23			3
Total Expenses before Expense Offsets		3,029			2,214			126
Expense Offsets (Note 4)		(127	)		(61	)		(43	)
Expenses, Net		2,902			2,153			83
Net Investment Income (Loss)		(1,371	)		(1,012	)		(50	)
Realized and Unrealized Gain (Loss):
Net Realized Gain (Loss) on Investments		(20,202	)		19,126			521
Net Change in Unrealized Appreciation/Depreciation on Investments		67,883			30,925			801
Net Gain (Loss) on Investments		47,681			50,051			1,322
Net Increase (Decrease) in Net Assets Resulting from Operations	$	46,310		$	49,039		$	1,272

See Notes to Financial Statements.

39

STATEMENTS OF OPERATIONS (continued)

For the Year Ended December 31, 2003

	(In Thousands)
	Strong Large Cap Growth Fund			Strong U.S. Emerging Growth Fund
Income:
Dividends – Unaffiliated Issuers (net of foreign withholding taxes of $21 and $0, respectively)	$	4,741		$	24
Dividends – Affiliated Issuers		1			—
Interest		173			16
Total Income		4,915			40
Expenses:
Investment Advisory Fees		3,504			610
Administrative Fees		1,906			244
Custodian Fees		60			13
Shareholder Servicing Costs		2,071			451
Reports to Shareholders		350			58
Other		202			56
Total Expenses before Expense Offsets		8,093			1,432
Expense Offsets (Note 4)		(146	)		(67	)
Expenses, Net		7,947			1,365
Net Investment Income (Loss)		(3,032	)		(1,325	)
Realized and Unrealized Gain (Loss):
Net Realized Gain (Loss) on:
Investments		31,449			7,047
Written Options		254			—
Futures Contracts		4,629			—
Net Realized Gain (Loss)		36,332			7,047
Net Change in Unrealized Appreciation/Depreciation on:
Investments		117,355			26,088
Futures Contracts		490			—
Net Change in Unrealized Appreciation/Depreciation		117,845			26,088
Net Gain (Loss) on Investments		154,177			33,135
Net Increase (Decrease) in Net Assets Resulting from Operations	$	151,145		$	31,810

See Notes to Financial Statements.

40

STATEMENTS OF OPERATIONS (continued)

For the Year Ended December 31, 2003

	(In Thousands)
	Strong Enterprise Fund			Strong Growth 20 Fund
Income:
Dividends (net of foreign withholding taxes of $15 and $12, respectively)	$	824		$	386
Interest		127			158
Total Income		951			544
Expenses (Note 4):
Investment Advisory Fees		1,953			1,995
Administrative Fees		769			797
Custodian Fees		28			23
Shareholder Servicing Costs		1,717			1,481
Reports to Shareholders		325			241
12b-1 Fees		4			17
Federal and State Registration Fees		53			32
Other		107			80
Total Expenses before Expense Offsets		4,956			4,666
Expense Offsets		(399	)		(124	)
Expenses, Net		4,557			4,542
Net Investment Income (Loss)		(3,606	)		(3,998	)
Realized and Unrealized Gain (Loss):
Net Realized Gain (Loss) on:
Investments		41,662			24,221
Written Options		—			(460	)
Futures Contracts		—			1,104
Net Realized Gain (Loss)		41,662			24,865
Net Change in Unrealized Appreciation/Depreciation on Investments		43,963			43,224
Net Gain (Loss) on Investments		85,625			68,089
Net Increase (Decrease) in Net Assets Resulting from Operations	$	82,019		$	64,091

See Notes to Financial Statements.

41

STATEMENTS OF OPERATIONS (continued)

For the Year Ended December 31, 2003

	(In Thousands)
	Strong Growth Fund			Strong Large Company Growth Fund
Income:
Dividends – Unaffiliated Issuers (net of foreign withholding taxes of $56 and $1, respectively)	$	7,279		$	411
Dividends – Affiliated Issuers		50			—
Interest		274			34
Total Income		7,603			445
Expenses (Note 4):
Investment Advisory Fees		12,665			330
Administrative Fees		4,301			132
Custodian Fees		123			14
Shareholder Servicing Costs		5,546			102
Reports to Shareholders		1,086			30
12b-1 Fees		29			110
Federal and State Registration Fees		87			45
Other		458			13
Total Expenses before Expense Offsets		24,295			776
Expense Offsets		(406	)		(129	)
Expenses, Net		23,889			647
Net Investment Income (Loss)		(16,286	)		(202	)
Realized and Unrealized Gain (Loss):
Net Realized Gain (Loss) on:
Investments		145,678			1,276
Written Options		(587	)		—
Futures Contracts		834			—
Net Realized Gain (Loss)		145,925			1,276
Net Change in Unrealized Appreciation/Depreciation on:
Investments		320,871			8,628
Written Options		(271	)		—
Net Change in Unrealized Appreciation/Depreciation		320,600			8,628
Net Gain (Loss) on Investments		466,525			9,904
Net Increase (Decrease) in Net Assets Resulting from Operations	$	450,239		$	9,702

See Notes to Financial Statements.

42

STATEMENT OF CHANGES IN NET ASSETS

	(In Thousands)
	Strong Blue Chip Fund						Strong Discovery Fund
	Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002			Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002
Operations:
Net Investment Income (Loss)	$	(1,371	)	$	(1,903	)	$	(1,012	)	$	(548	)
Net Realized Gain (Loss)		(20,202	)		(50,225	)		19,126			(17,115	)
Net Change in Unrealized Appreciation/Depreciation		67,883			(40,555	)		30,925			(1,218	)
Net Increase (Decrease) in Net Assets Resulting from Operations		46,310			(92,683	)		49,039			(18,881	)
Distributions:
From Net Investment Income		—			—			(7	)		—
From Net Realized Gains		—			—			(1,805	)		(4,117	)
Total Distributions		—			—			(1,812	)		(4,117	)
Capital Share Transactions (Note 8):
Net Increase (Decrease) in Net Assets from Capital Share Transactions		(73,292	)		(43,020	)		(13,795	)		(1,907	)
Total Increase (Decrease) in Net Assets		(26,982	)		(135,703	)		33,432			(24,905	)
NetAssets:
Beginning of Year		203,292			338,995			133,361			158,266
End of Year	$	176,310		$	203,292		$	166,793		$	133,361
Undistributed Net Investment Income (Loss)	$	—		$	—		$	—		$	7

	Strong Endeavor Fund						Strong Large Cap Growth Fund
	Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002			Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002
Operations:
Net Investment Income (Loss)	$	(50	)	$	(57	)	$	(3,032	)	$	(2,758	)
Net Realized Gain (Loss)		521			(1,459	)		36,332			(168,104	)
Net Change in Unrealized Appreciation/Depreciation		801			(232	)		117,845			(103,040	)
Net Increase (Decrease) in Net Assets Resulting from Operations		1,272			(1,748	)		151,145			(273,902	)
Distributions From Net Investment Income		—			—			—			—
Capital Share Transactions (Note 8):
Net Increase (Decrease) in Net Assets from Capital Share Transactions		(447	)		(794	)		(95,908	)		(113,540	)
Total Increase (Decrease) in NetAssets		825			(2,542	)		55,237			(387,442	)
Net Assets:
Beginning of Year		3,675			6,217			588,894			976,336
End of Year	$	4,500		$	3,675		$	644,131		$	588,894
Undistributed Net Investment Income (Loss)	$	—		$	—		$	—		$	—

See Notes to Financial Statements.

43

STATEMENTS OF CHANGES IN NET ASSETS (continued)

	(In Thousands)
	Strong U.S. Emerging Growth Fund
	Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002
Operations:
Net Investment Income (Loss)	$	(1,325	)	$	(1,384	)
Net Realized Gain (Loss)		7,047			(22,207	)
Net Change in Unrealized Appreciation/Depreciation		26,088			(8,450	)
Net Increase (Decrease) in Net Assets Resulting from Operations		31,810			(32,041	)
Distributions From Net Investment Income		—			—
Capital Share Transactions (Note 8):
Net Increase (Decrease) in Net Assets from Capital Share Transactions		9,891			4,156
Total Increase (Decrease) in Net Assets		41,701			(27,885	)
Net Assets:
Beginning of Year		58,414			86,299
End of Year	$	100,115		$	58,414
Undistributed Net Investment Income (Loss)	$	—		$	—

	Strong Enterprise Fund
	Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002
Operations:
Net Investment Income (Loss)	$	(3,606	)	$	(4,456	)
Net Realized Gain (Loss)		41,662			(68,214	)
Net Change in Unrealized Appreciation/Depreciation		43,963			(28,578	)
Net Increase (Decrease) in Net Assets Resulting from Operations		82,019			(101,248	)
Distributions From Net Investment Income		—			—
Capital Share Transactions (Note 8):
Net Increase (Decrease) in Net Assets from Capital Share Transactions		(24,147	)		(42,799	)
Total Increase (Decrease) in Net Assets		57,872			(144,047	)
Net Assets:
Beginning of Year		229,356			373,403
End of Year	$	287,228		$	229,356
Undistributed Net Investment Income (Loss)	$	—		$	—

See Notes to Financial Statements.

44

STATEMENTS OF CHANGES IN NET ASSETS (continued)

	(In Thousands)
	Strong Growth 20 Fund
	Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002
Operations:
Net Investment Income (Loss)	$	(3,998	)	$	(3,854	)
Net Realized Gain (Loss)		24,865			(42,684	)
Net Change in Unrealized Appreciation/Depreciation		43,224			(53,067	)
Net Increase (Decrease) in Net Assets Resulting from Operations		64,091			(99,605	)
Distributions From Net Investment Income		—			—
Capital Share Transactions (Note 8):
Net Increase (Decrease) in Net Assets from Capital Share Transactions		4,591			(81,964	)
Total Increase (Decrease) in Net Assets		68,682			(181,569	)
Net Assets:
Beginning of Year		190,210			371,779
End of Year	$	258,892		$	190,210
Undistributed Net Investment Income (Loss)	$	—		$	—

	Strong Growth Fund
	Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002
Operations:
Net Investment Income (Loss)	$	(16,286	)	$	(19,533	)
Net Realized Gain (Loss)		145,925			(268,584	)
Net Change in Unrealized Appreciation/Depreciation		320,600			(230,635	)
Net Increase (Decrease) in Net Assets Resulting from Operations		450,239			(518,752	)
Distributions From Net Investment Income		—			—
Capital Share Transactions (Note 8):
Net Increase (Decrease) in Net Assets from Capital Share Transactions		(181,638	)		(115,867	)
Total Increase (Decrease) in Net Assets		268,601			(634,619	)
Net Assets:
Beginning of Year		1,474,314			2,108,933
End of Year	$	1,742,915		$	1,474,314
Undistributed Net Investment Income (Loss)	$	—		$	—

See Notes to Financial Statements.

45

STATEMENTS OF CHANGES IN NET ASSETS (continued)

	(In Thousands)
	Strong Large Company Growth Fund
	Year Ended Dec. 31, 2003			Period Ended Dec. 31, 2002			Year Ended Sept. 30, 2002
Operations:
Net Investment Income (Loss)	$	(202	)	$	14		$	703
Net Realized Gain (Loss)		1,276			(1,310	)		(4,671	)
Net Change in Unrealized Appreciation/Depreciation		8,628			2,206			653
Net Increase (Decrease) in Net Assets Resulting from Operations		9,702			910			(3,315	)
Distributions:
From Net Investment Income:
Investor Class		(14	)		(77	)		(631	)
From Net Realized Gains:
Investor Class		—			—			(69	)
Total Distributions		(14	)		(77	)		(700	)
Capital Share Transactions (Note 8):
Net Increase (Decrease) in Net Assets from Capital Share Transactions		40,712			2,321			(10,937	)
Total Increase (Decrease) in Net Assets		50,400			3,154			(14,952	)
Net Assets:
Beginning of Year		21,375			18,221			33,173
End of Year	$	71,775		$	21,375		$	18,221
Undistributed Net Investment Income (Loss)	$	—		$	14		$	77

See Notes to Financial Statements.

46

FINANCIAL HIGHLIGHTS

STRONG BLUE CHIP FUND

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001			Dec. 31, 2000(b)			Oct. 31, 2000			Oct. 31, 1999
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	8.62		$	12.36		$	16.56		$	20.99		$	18.10		$	13.24
Income From Investment Operations:
Net Investment Income (Loss)		(0.09	)		(0.08	)		(0.06	)		(0.01	)		(0.09	)		(0.04	)
Net Realized and Unrealized Gains (Losses) on Investments		2.59			(3.66	)		(4.14	)		(3.42	)		2.98			4.90
Total from Investment Operations		2.50			(3.74	)		(4.20	)		(3.43	)		2.89			4.86
Less Distributions:
From Net Investment Income		—			—			—			—			—			(0.00	)(c)
From Net Realized Gains		—			—			—			(1.00	)		—			—
Total Distributions		—			—			—			(1.00	)		—			(0.00	)(c)
Net Asset Value, End of Period	$	11.12		$	8.62		$	12.36		$	16.56		$	20.99		$	18.10
Ratios and Supplemental Data
Total Return		+29.0	%		–30.3	%		–25.4	%		–16.4	%		+16.0	%		+36.7	%
Net Assets, End of Period (In Millions)	$	176		$	203		$	339		$	499		$	616		$	485
Ratio of Expenses to Average Net Assets before Expense Offsets		1.7	%		1.6	%		1.4	%		1.1	%*		1.1	%		1.2	%
Ratio of Expenses to Average Net Assets		1.7	%		1.6	%		1.4	%		1.1	%*		1.1	%		1.2	%
Ratio of Net Investment Income (Loss) to Average Net Assets		(0.8	)%		(0.7	)%		(0.4	)%		(0.2	)%*		(0.5	)%		(0.3	)%
Portfolio Turnover Rate		268.5	%		214.0	%		203.9	%		21.2	%		67.9	%		75.4	%

STRONG DISCOVERY FUND

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001			Dec. 31, 2000			Dec. 31, 1999
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	14.42		$	16.84		$	16.39		$	18.64		$	17.95
Income From Investment Operations:
Net Investment Income (Loss)		(0.12	)		(0.06	)		(0.08	)		0.06			(0.17	)
Net Realized and Unrealized Gains (Losses) on Investments		5.64			(1.91	)		0.76			0.51			1.08
Total from Investment Operations		5.52			(1.97	)		0.68			0.57			0.91
Less Distributions:
From Net Investment Income		(0.00	)(c)		—			—			(0.04	)		—
From Net Realized Gains		(0.21	)		(0.45	)		(0.23	)		(2.78	)		(0.22	)
Total Distributions		(0.21	)		(0.45	)		(0.23	)		(2.82	)		(0.22	)
Net Asset Value, End of Period	$	19.73		$	14.42		$	16.84		$	16.39		$	18.64
Ratios and Supplemental Data
Total Return		+38.3	%		–12.1	%		+4.2	%		+4.0	%		+5.3	%
Net Assets, End of Period (In Millions)	$	167		$	133		$	158		$	165		$	187
Ratio of Expenses to Average Net Assets before Expense Offsets		1.5	%		1.5	%		1.5	%		1.5	%		1.4	%
Ratio of Expenses to Average Net Assets		1.4	%		1.5	%		1.5	%		1.5	%		1.4	%
Ratio of Net Investment Income (Loss) to Average Net Assets		(0.7	)%		(0.4	)%		(0.5	)%		0.3	%		(0.7	)%
Portfolio Turnover Rate		302.2	%		420.0	%		501.7	%		481.8	%		214.0	%

 * Calculated on an annualized basis.

(a) Information presented relates to a share of capital stock of the Fund outstanding for the entire period.

(b) In 2000, the Fund changed its fiscal year-end from October to December.

(c) Amount calculated is less than $0.005.

See Notes to Financial Statements.

47

FINANCIAL HIGHLIGHTS (continued)

STRONG ENDEAVOR FUND

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001(b)
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	7.03		$	9.94		$	10.00
Income From Investment Operations:
Net Investment Income (Loss)		(0.10	)		(0.11	)		(0.06	)(c)
Net Realized and Unrealized Gains (Losses) on Investments		2.39			(2.80	)		0.00	(d)
Total from Investment Operations		2.29			(2.91	)		(0.06	)
Less Distributions:
From Net Investment Income		—			—			—
Total Distributions		—			—			—
Net Asset Value, End of Period	$	9.32		$	7.03		$	9.94
Ratios and Supplemental Data
Total Return		+32.6	%		–29.3	%		–0.6	%
Net Assets, End of Period (In Millions)	$	5		$	4		$	6
Ratio of Expenses to Average Net Assets before Expense Offsets		2.8	%		2.7	%		3.1	%*
Ratio of Expenses to Average Net Assets		1.9	%		1.9	%		2.2	%*
Ratio of Net Investment Income (Loss) to Average Net Assets		(1.1	)%		(1.2	)%		(1.2	)%*
Portfolio Turnover Rate		243.0	%		416.8	%		391.8	%

STRONG LARGE CAP GROWTH FUND

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001			Dec. 31, 2000(e)			Oct. 31, 2000			Oct. 31, 1999
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	16.51		$	23.55		$	34.77		$	45.49		$	41.52		$	29.10
Income From Investment Operations:
Net Investment Income (Loss)		(0.10	)		(0.08	)		(0.02	)		0.01			(0.16	)		(0.03	)
Net Realized and Unrealized Gains (Losses) on Investments		4.53			(6.96	)		(11.20	)		(4.81	)		12.01			12.84
Total from Investment Operations		4.43			(7.04	)		(11.22	)		(4.80	)		11.85			12.81
Less Distributions:
From Net Investment Income		—			—			(0.00	)(d)		—			—			(0.01	)
From Net Realized Gains		—			—			—			(5.92	)		(7.88	)		(0.38	)
Total Distributions		—			—			(0.00	)(d)		(5.92	)		(7.88	)		(0.39	)
Net Asset Value, End of Period	$	20.94		$	16.51		$	23.55		$	34.77		$	45.49		$	41.52
Ratios and Supplemental Data
Total Return		+26.8	%		–29.9	%		–32.3	%		–10.3	%		+28.1	%		+44.3	%
Net Assets, End of Period (In Millions)	$	644		$	589		$	976		$	1,574		$	1,769		$	1,253
Ratio of Expenses to Average Net Assets before Expense Offsets		1.3	%		1.2	%		1.1	%		1.0	%*		1.0	%		1.0	%
Ratio of Expenses to Average Net Assets		1.3	%		1.2	%		1.1	%		1.0	%*		1.0	%		1.0	%
Ratio of Net Investment Income (Loss) to Average Net Assets		(0.5	)%		(0.4	)%		(0.1	)%		0.1	%*		(0.4	)%		(0.1	)%
Portfolio Turnover Rate		253.4	%		443.2	%		468.7	%		68.6	%		455.0	%		402.3	%

 * 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 April 6, 2001 (commencement of class) to December 31, 2001.

(c) Net investment loss per share represents net investment loss divided by the average shares outstanding throughout the period.

(d) Amount calculated is less than $0.005.

(e) In 2000, the Fund changed its fiscal year-end from October to December.

See Notes to Financial Statements.

48

FINANCIAL HIGHLIGHTS (continued)

STRONG U.S. EMERGING GROWTH FUND

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001			Dec. 31, 2000			Dec. 31, 1999
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	10.02		$	15.17		$	19.17		$	19.59		$	10.00
Income From Investment Operations:
Net Investment Income (Loss)		(0.20	)		(0.24	)		(0.23	)		(0.19	)		(0.11	)
Net Realized and Unrealized Gains (Losses) on Investments		5.08			(4.91	)		(3.77	)		0.22			9.99
Total from Investment Operations		4.88			(5.15	)		(4.00	)		0.03			9.88
Less Distributions:
From Net Realized Gains		—			—			—			(0.45	)		(0.29	)
Total Distributions		—			—			—			(0.45	)		(0.29	)
Net Asset Value, End of Period	$	14.90		$	10.02		$	15.17		$	19.17		$	19.59
Ratios and Supplemental Data
Total Return		+48.7	%		–34.0	%		–20.9	%		+0.3	%		+98.9	%
Net Assets, End of Period (In Millions)	$	100		$	58		$	86		$	112		$	36
Ratio of Expenses to Average Net Assets before Expense Offsets		1.8	%		1.9	%		1.6	%		1.4	%		1.9	%
Ratio of Expenses to Average Net Assets		1.7	%		1.9	%		1.6	%		1.4	%		1.8	%
Ratio of Net Investment Income (Loss) to Average Net Assets		(1.6	)%		(1.8	)%		(1.5	)%		(1.2	)%		(1.5	)%
Portfolio Turnover Rate		100.3	%		171.5	%		168.2	%		186.8	%		281.1	%

STRONG ENTERPRISE FUND — INVESTOR CLASS

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001			Dec. 31, 2000			Dec. 31, 1999
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	15.90		$	22.14		$	28.37		$	41.24		$	14.74
Income From Investment Operations:
Net Investment Income (Loss)		(0.30	)		(0.28	)(b)		(0.31	)		(0.28	)		(0.09	)
Net Realized and Unrealized Gains (Losses) on Investments		6.18			(5.96	)		(5.92	)		(12.04	)		27.43
Total from Investment Operations		5.88			(6.24	)		(6.23	)		(12.32	)		27.34
Less Distributions:
From Net Realized Gains		—			—			—			(0.55	)		(0.84	)
Total Distributions		—			—			—			(0.55	)		(0.84	)
Net Asset Value, End of Period	$	21.78		$	15.90		$	22.14		$	28.37		$	41.24
Ratios and Supplemental Data
Total Return		+37.0	%		–28.2	%		–22.0	%		–29.8	%		+187.8	%
Net Assets, End of Period (In Millions)	$	249		$	224		$	372		$	575		$	571
Ratio of Expenses to Average Net Assets before Expense Offsets		2.0	%		2.0	%		1.8	%		1.4	%		1.4	%
Ratio of Expenses to Average Net Assets		1.8	%		2.0	%		1.8	%		1.4	%		1.4	%
Ratio of Net Investment Income (Loss) to Average Net Assets		(1.4	)%		(1.5	)%		(1.2	)%		(0.7	)%		(1.0	)%
Portfolio Turnover Rate(c)		261.2	%		376.8	%		629.8	%		473.7	%		178.1	%

(a) Information presented relates to a share of capital stock of the Fund outstanding for the entire period.

(b) Net investment income (loss) per share represents net investment income (loss) divided by the average shares outstanding throughout the period.

(c) Calculated on the basis of the Fund as a whole without distinguishing between classes of shares issued.

See Notes to Financial Statements.

49

FINANCIAL HIGHLIGHTS (continued)

STRONG ENTERPRISE FUND — INSTITUTIONAL CLASS

	Period Ended Dec. 31, 2003(b)
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	18.34
Income From Investment Operations:
Net Investment Income (Loss)		(0.06	)
Net Realized and Unrealized Gains (Losses) on Investments		3.59
Total from Investment Operations		3.53
Less Distributions:
From Net Investment Income		—
Total Distributions		—
Net Asset Value, End of Period	$	21.87
Ratios and Supplemental Data
Total Return		+19.3	%
Net Assets, End of Period (In Millions)	$	2
Ratio of Expenses to Average Net Assets before Expense Offsets		1.2	%*
Ratio of Expenses to Average Net Assets		1.0	%*
Ratio of Net Investment Income (Loss) to Average Net Assets		(0.7	)%*
Portfolio Turnover Rate(c)		261.2	%

STRONG ENTERPRISE FUND — ADVISOR CLASS

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001			Dec. 31, 2000(d)
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	15.86		$	22.04		$	28.31		$	51.32
Income From Investment Operations:
Net Investment Income (Loss)		(0.23	)		(0.24	)(e)		(0.21	)		(0.03	)
Net Realized and Unrealized Gains (Losses) on Investments		6.16			(5.94	)		(6.06	)		(22.43	)
Total from Investment Operations		5.93			(6.18	)		(6.27	)		(22.46	)
Less Distributions:
From Net Realized Gains		—			—			—			(0.55	)
Total Distributions		—			—			—			(0.55	)
Net Asset Value, End of Period	$	21.79		$	15.86		$	22.04		$	28.31
Ratios and Supplemental Data
Total Return		+37.4	%		–28.0	%		–22.2	%		–43.7	%
Net Assets, End of Period (In Millions)	$	2		$	1		$	1		$	0	(f)
Ratio of Expenses to Average Net Assets before Expense Offsets		1.5	%		1.8	%		2.1	%		2.0	%*
Ratio of Expenses to Average Net Assets		1.5	%		1.8	%		2.1	%		1.9	%*
Ratio of Net Investment Income (Loss) to Average Net Assets		(1.1	)%		(1.3	)%		(1.6	)%		(1.2	)%*
Portfolio Turnover Rate(c)		261.2	%		376.8	%		629.8	%		473.7	%

 * 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 June 30, 2003 (commencement of class) to December 31, 2003.

(c) Calculated on the basis of the Fund as a whole without distinguishing between classes of shares issued.

(d) For the period from February 24, 2000 (commencement of class) to December 31, 2000.

(e) Net investment income (loss) per share represents net investment income (loss) divided by the average shares outstanding throughout the period.

(f) Amount is less than $500,000.

See Notes to Financial Statements.

50

FINANCIAL HIGHLIGHTS (continued)

STRONG ENTERPRISE FUND — CLASS K

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002(b)
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	15.94		$	16.32
Income From Investment Operations:
Net Investment Income (Loss)		(0.10	)		(0.04	)(c)
Net Realized and Unrealized Gains (Losses) on Investments		6.14			(0.34	)
Total from Investment Operations		6.04			(0.38	)
Less Distributions:
From Net Investment Income		—			—
Total Distributions		—			—
Net Asset Value, End of Period	$	21.98		$	15.94
Ratios and Supplemental Data
Total Return		+37.9	%		–2.3	%
Net Assets, End of Period (In Millions)	$	34		$	4
Ratio of Expenses to Average Net Assets before Expense Offsets		1.3	%		1.3	%*
Ratio of Expenses to Average Net Assets		1.2	%		1.1	%*
Ratio of Net Investment Income (Loss) to Average Net Assets		(0.8	)%		(0.6	)%*
Portfolio Turnover Rate(d)		261.2	%		376.8	%

STRONG GROWTH 20 FUND — INVESTOR CLASS

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001			Dec. 31, 2000			Dec. 31, 1999
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	10.19		$	14.74		$	25.13		$	30.63		$	15.44
Income From Investment Operations:
Net Investment Income (Loss)		(0.17	)(c)		(0.21	)		(0.15	)		(0.10	)		(0.08	)
Net Realized and Unrealized Gains (Losses) on Investments		2.94			(4.34	)		(10.24	)		(3.05	)		16.60
Total from Investment Operations		2.77			(4.55	)		(10.39	)		(3.15	)		16.52
Less Distributions:
From Net Realized Gains		—			—			—			(2.35	)		(1.33	)
Total Distributions		—			—			—			(2.35	)		(1.33	)
Net Asset Value, End of Period	$	12.96		$	10.19		$	14.74		$	25.13		$	30.63
Ratios and Supplemental Data
Total Return		+27.2	%		–30.9	%		–41.4	%		–10.3	%		+109.5	%
Net Assets, End of Period (In Millions)	$	253		$	184		$	361		$	766		$	466
Ratio of Expenses to Average Net Assets before Expense Offsets		1.8	%		1.9	%		1.5	%		1.3	%		1.4	%
Ratio of Expenses to Average Net Assets		1.7	%		1.9	%		1.5	%		1.3	%		1.4	%
Ratio of Net Investment Income (Loss) to Average Net Assets		(1.5	)%		(1.5	)%		(0.8	)%		(0.4	)%		(0.6	)%
Portfolio Turnover Rate(d)		318.1	%		460.8	%		658.7	%		521.0	%		432.3	%

 * 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 August 30, 2002 (commencement of class) to December 31, 2002.

(c) Net investment income (loss) per share represents net investment income (loss) divided by the average shares outstanding throughout the period.

(d) Calculated on the basis of the Fund as a whole without distinguishing between classes of shares issued.

See Notes to Financial Statements.

51

FINANCIAL HIGHLIGHTS (continued)

STRONG GROWTH 20 FUND — ADVISOR CLASS

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001			Dec. 31, 2000(b)
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	10.19		$	14.69		$	25.06		$	36.61
Income From Investment Operations:
Net Investment Income (Loss)		(0.15	)(d)		(0.15	)		(0.12	)		(0.02	)
Net Realized and Unrealized Gains (Losses) on Investments		2.95			(4.35	)		(10.25	)		(9.18	)
Total from Investment Operations		2.80			(4.50	)		(10.37	)		(9.20	)
Less Distributions:
From Net Realized Gains		—			—			—			(2.35	)
Total Distributions		—			—			—			(2.35	)
Net Asset Value, End of Period	$	12.99		$	10.19		$	14.69		$	25.06
Ratios and Supplemental Data
Total Return		+27.5	%		–30.6	%		–41.4	%		–25.2	%
Net Assets, End of Period (In Millions)	$	6		$	7		$	10		$	5
Ratio of Expenses to Average Net Assets before Expense Offsets		1.6	%		1.6	%		1.6	%		2.0	%*
Ratio of Expenses to Average Net Assets		1.5	%		1.6	%		1.6	%		1.9	%*
Ratio of Net Investment Income (Loss) to Average Net Assets		(1.3	)%		(1.2	)%		(0.9	)%		(1.0	)%*
Portfolio Turnover Rate(c)		318.1	%		460.8	%		658.7	%		521.0	%

STRONG GROWTH FUND — INVESTOR CLASS

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001			Dec. 31, 2000			Dec. 31, 1999
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	13.21		$	17.68		$	27.05		$	35.66		$	23.25
Income From Investment Operations:
Net Investment Income (Loss)		(0.16	)(d)		(0.18	)(d)		(0.15	)		(0.17	)		(0.18	)
Net Realized and Unrealized Gains (Losses) on Investments		4.14			(4.29	)		(9.15	)		(3.21	)		17.08
Total from Investment Operations		3.98			(4.47	)		(9.30	)		(3.38	)		16.90
Less Distributions:
From Net Realized Gains		—			—			(0.07	)		(5.23	)		(4.49	)
Total Distributions		—			—			(0.07	)		(5.23	)		(4.49	)
Net Asset Value, End of Period	$	17.19		$	13.21		$	17.68		$	27.05		$	35.66
Ratios and Supplemental Data
Total Return		+30.1	%		–25.3	%		–34.4	%		–9.2	%		+75.1	%
Net Assets, End of Period (In Millions)	$	1,366		$	1,256		$	2,022		$	3,411		$	3,354
Ratio of Expenses to Average Net Assets before Expense Offsets		1.5	%		1.6	%		1.4	%		1.2	%		1.2	%
Ratio of Expenses to Average Net Assets		1.5	%		1.6	%		1.4	%		1.2	%		1.2	%
Ratio of Net Investment Income (Loss) to Average Net Assets		(1.1	)%		(1.2	)%		(0.7	)%		(0.6	)%		(0.8	)%
Portfolio Turnover Rate(c)		138.8	%		248.5	%		399.8	%		366.3	%		324.0	%

* Calculated on an annualized basis.

(a) Information presented relates to a share of capital stock of the Fund outstanding for the entire period.

(b) For the period from February 24, 2000 (commencement of class) to December 31, 2000.

(c) Calculated on the basis of the Fund as a whole without distinguishing between classes of shares issued.

(d) Net investment income (loss) per share represents net investment income (loss) divided by average shares outstanding throughout the year.

See Notes to Financial Statements.

52

FINANCIAL HIGHLIGHTS (continued)

STRONG GROWTH FUND — INSTITUTIONAL CLASS

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001			Dec. 31, 2000(b)
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	13.48		$	17.91		$	27.17		$	43.74
Income From Investment Operations:
Net Investment Income (Loss)		(0.07	)(c)		(0.08	)(c)		(0.02	)		(0.01	)
Net Realized and Unrealized Gains (Losses) on Investments		4.24			(4.35	)		(9.17	)		(11.33	)
Total from Investment Operations		4.17			(4.43	)		(9.19	)		(11.34	)
Less Distributions:
From Net Realized Gains		—			—			(0.07	)		(5.23	)
Total Distributions		—			—			(0.07	)		(5.23	)
Net Asset Value, End of Period	$	17.65		$	13.48		$	17.91		$	27.17
Ratios and Supplemental Data
Total Return		+30.9	%		–24.7	%		–33.8	%		–25.7	%
Net Assets, End of Period (In Millions)	$	311		$	195		$	73		$	18
Ratio of Expenses to Average Net Assets before Expense Offsets		0.9	%		0.9	%		0.9	%		0.8	%*
Ratio of Expenses to Average Net Assets		0.9	%		0.9	%		0.9	%		0.8	%*
Ratio of Net Investment Income (Loss) to Average Net Assets		(0.5	)%		(0.5	)%		(0.3	)%		(0.1	)%*
Portfolio Turnover Rate(d)		138.8	%		248.5	%		399.8	%		366.3	%

STRONG GROWTH FUND — ADVISOR CLASS

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001			Dec. 31, 2000(b)
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	13.14		$	17.58		$	26.96		$	43.74
Income From Investment Operations:
Net Investment Income (Loss)		(0.16	)(c)		(0.17	)(c)		(0.15	)		(0.02	)
Net Realized and Unrealized Gains (Losses) on Investments		4.11			(4.27	)		(9.16	)		(11.53	)
Total from Investment Operations		3.95			(4.44	)		(9.31	)		(11.55	)
Less Distributions:
From Net Realized Gains		—			—			(0.07	)		(5.23	)
Total Distributions		—			—			(0.07	)		(5.23	)
Net Asset Value, End of Period	$	17.09		$	13.14		$	17.58		$	26.96
Ratios and Supplemental Data
Total Return		+30.1	%		–25.3	%		–34.5	%		–26.2	%
Net Assets, End of Period (In Millions)	$	9		$	10		$	14		$	4
Ratio of Expenses to Average Net Assets before Expense Offsets		1.6	%		1.6	%		1.6	%		2.0	%*
Ratio of Expenses to Average Net Assets		1.6	%		1.6	%		1.6	%		1.9	%*
Ratio of Net Investment Income (Loss) to Average Net Assets		(1.1	)%		(1.2	)%		(1.0	)%		(0.9	)%*
Portfolio Turnover Rate(d)		138.8	%		248.5	%		399.8	%		366.3	%

* 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 February 24, 2000 (commencement of class) to December 31, 2000.

(c) Net investment income (loss) per share represents net investment income (loss) divided by average shares outstanding throughout the year.

(d) Calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

See Notes to Financial Statements.

53

FINANCIAL HIGHLIGHTS (continued)

STRONG GROWTH FUND — CLASS C

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002(b)
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	13.21		$	13.44
Income From Investment Operations:
Net Investment Income (Loss)		(0.32	)(d)		0.00	(c)(d)
Net Realized and Unrealized Gains (Losses) on Investments		4.14			(0.23	)
Total from Investment Operations		3.82			(0.23	)
Less Distributions:
From Net Investment Income		—			—
Total Distributions		—			—
Net Asset Value, End of Period	$	17.03		$	13.21
Ratios and Supplemental Data
Total Return		+28.9	%		–1.7	%
Net Assets, End of Period (In Millions)	$	1		$	0	(e)
Ratio of Expenses to Average Net Assets before Expense Offsets		4.3	%		2.3	%*
Ratio of Expenses to Average Net Assets		2.5	%		2.3	%*
Ratio of Net Investment Income (Loss) to Average Net Assets		(2.0	)%		0.0	%(c)
Portfolio Turnover Rate(f)		138.8	%		248.5	%

STRONG GROWTH FUND — CLASS K

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002(g)
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	13.29		$	13.53
Income From Investment Operations:
Net Investment Income (Loss)		(0.08	)(d)		(0.01	)(d)
Net Realized and Unrealized Gains (Losses) on Investments		4.17			(0.23	)
Total from Investment Operations		4.09			(0.24	)
Less Distributions:
From Net Investment Income		—			—
Total Distributions		—			—
Net Asset Value, End of Period	$	17.38		$	13.29
Ratios and Supplemental Data
Total Return		+30.8	%		–1.8	%
Net Assets, End of Period (In Millions)	$	56		$	13
Ratio of Expenses to Average Net Assets before Expense Offsets		1.2	%		1.3	%*
Ratio of Expenses to Average Net Assets		1.0	%		1.0	%*
Ratio of Net Investment Income (Loss) to Average Net Assets		(0.5	)%		(0.7	)%*
Portfolio Turnover Rate(f)		138.8	%		248.5	%

* 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 26, 2002 (commencement of class) to December 31, 2002.

(c) Amount calculated is less than $0.005 or 0.05%.

(d) Net investment income (loss) per share represents net investment income (loss) divided by average shares outstanding throughout the year.

(e) Amount is less than $500,000.

(f) Calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

(g) For the period from August 30, 2002 (commencement of class) to December 31, 2002.

See Notes to Financial Statements.

54

FINANCIAL HIGHLIGHTS (continued)

STRONG LARGE COMPANY GROWTH FUND — INVESTOR CLASS

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002(b)			Sept. 30, 2002(e)			Sept. 30, 2001			Sept. 30, 2000			Sept. 30, 1999
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	10.66		$	10.25		$	12.17		$	19.15		$	13.12		$	9.80
Income From Investment Operations:
Net Investment Income		(0.04	)		0.00	(c)		0.31			0.32			0.29			0.18
Net Realized and Unrealized Gains (Losses) on Investments		2.75	(f)		0.45			(1.93	)		(5.09	)		6.26			3.33
Total from Investment Operations		2.71			0.45			(1.62	)		(4.77	)		6.55			3.51
Less Distributions:
From Net Investment Income		(0.01	)		(0.04	)		(0.27	)		(0.32	)		(0.27	)		(0.19	)
From Net Realized Gains		—			—			(0.03	)		(1.89	)		(0.25	)		—
Total Distributions		(0.01	)		(0.04	)		(0.30	)		(2.21	)		(0.52	)		(0.19	)
Net Asset Value, End of Period	$	13.36		$	10.66		$	10.25		$	12.17		$	19.15		$	13.12
Ratios and Supplemental Data
Total Return		+25.4	%		+4.4	%		–13.7	%		–26.2	%		+50.7	%		+36.0	%
Net Assets, End of Period (In Millions)	$	71		$	21		$	18		$	33		$	37		$	9
Ratio of Expenses to Average Net Assets before Expense Offsets		1.8	%		1.9	%*		1.7	%		1.6	%		1.6	%		3.1	%
Ratio of Expenses to Average Net Assets		1.5	%		1.3	%*		1.5	%		1.5	%		1.5	%		1.5	%
Ratio of Net Investment Income (Loss) to Average Net Assets		(0.5	)%		0.2	%*		2.3	%		2.2	%		1.8	%		1.5	%
Portfolio Turnover Rate(d)		229.0	%		71.8	%		311.3	%		285.3	%		180.8	%		120.2	%

STRONG LARGE COMPANY GROWTH FUND — CLASS K

	Period Ended
	Dec. 31, 2003(g)
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	11.96
Income From Investment Operations:
Net Investment Income		(0.00	)(c)
Net Realized and Unrealized Gains (Losses) on Investments		1.44	(h)
Total from Investment Operations		1.44
Less Distributions:
From Net Investment Income		—
Total Distributions		—
Net Asset Value, End of Period	$	13.40
Ratios and Supplemental Data
Total Return		+12.0	%
Net Assets, End of Period (In Millions)	$	1
Ratio of Expenses to Average Net Assets before Expense Offsets		2.1	%*
Ratio of Expenses to Average Net Assets		0.9	%*
Ratio of Net Investment Income (Loss) to Average Net Assets		(0.0	)%*(c)
Portfolio Turnover Rate(d)		229.0	%

* Calculated on an annualized basis.

(a) Information presented relates to a share of capital stock of the Fund outstanding for the entire period.

(b) In 2002, the Fund changed its fiscal year-end from September to December.

(c) Amount calculated is less than $0.005 or 0.05%.

(d) Calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

(e) Effective September 5, 2002, Strong Capital Management, Inc. assumed the investment advisory responsibilities from Rockhaven Asset Management, LLC.

(f) Includes $0.01 in redemption fees (Note 2Q).

(g) For the period from June 30, 2003 (commencement of class) to December 31, 2003.

(h) Includes $0.02 in redemption fees (Note 2Q).

See Notes to Financial Statements.

55

NOTES TO FINANCIAL STATEMENTS

December 31, 2003

1. Organization

The accompanying financial statements represent the following Strong Growth Funds (the “Funds”), each with its own investment objectives and policies:

• Strong Blue Chip Fund⁽¹⁾ (a series fund of Strong Conservative Equity Funds, Inc.)

• Strong Discovery Fund⁽¹⁾ (a series fund of Strong Discovery Fund, Inc.)

• Strong Endeavor Fund⁽¹⁾ (a series fund of Strong Opportunity Fund, Inc.)

• Strong Large Cap Growth Fund⁽¹⁾ (a series fund of Strong Large Cap Growth Fund, Inc.)

• Strong U.S. Emerging Growth Fund⁽¹⁾ (a series fund of Strong Equity Funds, Inc.)

• Strong Enterprise Fund⁽¹⁾ (a series fund of Strong Equity Funds, Inc.)

• Strong Growth 20 Fund⁽²⁾ (a series fund of Strong Equity Funds, Inc.)

• Strong Growth Fund⁽¹⁾ (a series fund of Strong Equity Funds, Inc.)

• Strong Large Company Growth Fund⁽¹⁾ (a series fund of Strong Equity Funds, Inc.)

⁽¹⁾ Diversified Fund.

⁽²⁾ Non-diversified Fund.

Each Fund is an open-end management investment company registered under the Investment Company Act of 1940, as amended (“1940 Act”).

Strong Blue Chip Fund, Strong Discovery Fund, Strong Endeavor Fund, Strong Large Cap Growth Fund and Strong U.S. Emerging Growth Fund offer Investor Class shares. Strong Enterprise Fund offers Investor Class, Institutional Class, Advisor Class and Class K shares. Strong Growth 20 Fund offers Investor Class and Advisor Class shares. Strong Growth Fund offers Investor Class, Institutional Class, Advisor Class, Class C and Class K shares. Strong Large Company Growth Fund offers Investor Class and Class K shares. All classes of shares differ principally in their respective administration, transfer agent and distribution expenses and sales charges, if any. All classes of shares have identical rights to earnings, assets and voting privileges, except for class-specific expenses and exclusive rights to vote on matters affecting only individual classes.

Investor Class shares are available to the general public, Institutional Class shares are available to investors that meet certain higher initial investment minimums, Advisor Class shares and Class C shares are available only through financial professionals and Class K shares are primarily available through retirement plans.

Effective June 30, 2003 (public launch July 1, 2003), Strong Enterprise Fund issued an additional class of shares: Institutional Class shares.

Effective June 30, 2003 (public launch July 1, 2003), Strong Large Company Growth Fund issued an additional class of shares: Class K shares.

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 — Securities of the Funds traded on a national securities exchange are valued each business day at the last sales price. Securities traded on the NASDAQ Stock Market are valued each business day using the NASDAQ Official Closing Price (“NOCP”). Exchange-traded securities for which there were no transactions and NASDAQ-traded securities for which there is no NOCP are valued at the mean of the bid and ask prices. Securities for which market quotations are not readily available are fair valued as determined in good faith under the general supervision of the Board of Directors. Some of the Fund’s portfolio securities may be listed on foreign exchanges that close before the U.S. markets and that trade on days when the U.S. markets are closed. As a result, management, under the supervision of the Strong Funds’ Board of Directors, will consider significant events affecting foreign securities and the movements of the domestic markets that occur after the close of the foreign markets and before the time a Fund’s net asset value (“NAV”) is calculated in valuing such foreign securities. Securities that are purchased within 60 days of their stated maturity are valued at amortized cost, which approximates fair value.

The Funds may own certain securities that are restricted as to resale. Restricted securities include Section 4(2) commercial paper, securities issued in a private placement, or securities eligible for resale pursuant to Rule 144A under the Securities Act of 1933. Restricted securities may be determined to be liquid or illiquid. Securities are deemed illiquid based upon guidelines established by the Funds’ Board of Directors. Illiquid securities are valued after giving due consideration to pertinent factors, such as recent private sales, market conditions and the issuer’s financial performance. The Funds held no restricted and illiquid securities at December 31, 2003.

56

(B) Federal Income and Excise Taxes and Distributions to Shareholders — The Funds intend to comply with the requirements of the Internal Revenue Code of 1986, as amended, 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 recorded.

Undistributed income or net realized gains for financial statement purposes may differ from what is determined for federal income tax purposes due to differences in the timing, recognition and characterization of income, and expense and capital gain items for financial statement and tax purposes. Where appropriate, reclassifications between net asset accounts are made for such differences that are permanent in nature. The Funds may utilize earnings and profits distributed to shareholders on redemption of shares as part of the dividends paid deduction.

Strong Discovery Fund, Strong Endeavor Fund, Strong Large Cap Growth Fund, Strong U.S. Emerging Growth Fund, Strong Enterprise Fund, Strong Growth 20 Fund, Strong Growth Fund and Strong Large Company Growth Fund generally pay dividends from net investment income and distribute net realized capital gains, if any, at least annually. Strong Blue Chip Fund generally pays dividends from net investment income quarterly and distributes net realized capital gains, if any, at least 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, foreign currencies or interest rates. The use of these instruments involves certain risks, including the possibility that the value of the underlying assets or indices fluctuate, the derivative becomes illiquid, imperfect correlation exists between the value of the derivative and the underlying assets or indices, or that the counterparty fails to perform its obligations when due.

Investments in foreign-denominated assets or forward currency contracts may involve greater risks than domestic investments due to currency rate fluctuations, political and economic instability, different financial reporting standards and taxes, less liquidity, less strict regulation of securities markets and smaller markets with lower trading volume.

(E) Futures — Upon entering into a futures contract, the Funds deposit in a segregated account with their custodian, in the name of the broker, cash and/or other liquid investments equal to the minimum “initial margin” requirements of the exchange. Each Fund designates liquid securities 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 futures contract. Such receipts or payments are known as “variation margin” and are recorded as unrealized gains or losses. When the futures contract is closed, a realized gain or loss is recorded equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.

(F) Options — The 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 that is subsequently adjusted daily to the current market value of the option. Changes between the initial premiums received and the current market value of the options are recorded as unrealized gains or losses. When an option is closed, expired or exercised, 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 written option, although any potential loss during the period would be reduced by the amount of the option premium received by the Funds. Each Fund designates liquid securities as collateral on open written options contracts.

(G) Foreign Currency Conversion — Securities and other assets and liabilities initially expressed in foreign currencies are converted daily into U.S. dollars based upon current exchange rates. Purchases and sales of foreign securities and foreign income are converted into 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) Short Positions — The Funds may engage in short sale transactions. For financial statement purposes, an amount equal to the settlement amount is included in the Statements of Assets and Liabilities as an asset and an equivalent liability.

57

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2003

The amount of the liability is subsequently marked-to-market to reflect the current value of the short position. Changes between the amount of the liability and the current market value of the short positions are recorded as unrealized gains or losses. The Funds are liable to the buyer for any dividends payable on securities while those securities are in a short position. If the Funds sell securities short while also holding the long position in the security, they may protect unrealized gains, but will lose the opportunity to profit on such securities if the price rises. If the Funds sell securities short when not holding the long position in the security, they will experience a loss if the market price of the security increases between the date of the short sale and the date the security is replaced.

(J) Repurchase Agreements — The Funds may enter into repurchase agreements with institutions that the Funds’ investment advisor, Strong Capital Management, Inc. (“Strong” or the “Advisor”), has determined are creditworthy. Each repurchase transaction is recorded at cost, which approximates fair value. The Funds require that the collateral, represented by cash and/or securities (primarily U.S. government securities), in a repurchase transaction be maintained in a segregated account under the control of the Funds’ custodial bank in a manner sufficient to enable the Funds to liquidate those securities in the event of a default of the counterparty. On a daily basis, the Funds’ custodial bank monitors the value of the collateral, including accrued interest, to ensure it is at least equal to the amounts owed to the Funds under each repurchase agreement.

(K) Securities Lending — The Funds have entered into a Securities Lending Agreement (the “Agreement”) with Deutsche Bank, which was subsequently acquired by State Street Bank and Trust Company. Under the terms of the Agreement, the Funds may lend portfolio securities to qualified institutional borrowers in order to earn additional income. The Agreement requires that loans are collateralized at all times by cash and cash equivalents equal to at least 102% of the market value of the aggregate loaned securities, plus accrued interest, and the collateral is marked-to-market daily. Cash collateral received is invested in repurchase agreements, investment funds, government obligations and/or bank obligations.

At December 31, 2003, Strong Discovery Fund, Strong Large Cap Growth Fund, Strong Enterprise Fund and Strong Growth Fund had securities with a market value of $9,385,417, $2,875,220, $11,711,132 and $21,103,774, respectively, on loan and had received $9,613,785, $2,938,091, $12,001,350 and $21,624,999, respectively, in collateral (both are included within Investments in the Statements of Assets and Liabilities). Amounts earned as interest on investments of cash collateral, net of rebates and other securities lending expenses, are included in Interest Income in the Statements of Operations. For the year ended December 31, 2003, the securities lending income totaled $20,642, $17,267, $35,363 and $40,560 for Strong Discovery Fund, Strong Large Cap Growth Fund, Strong Enterprise Fund and Strong Growth Fund, respectively.

The three primary risks associated with securities lending are: a borrower defaulting on its obligation to return the securities loaned resulting in a shortfall on the posted collateral; a principal loss arising from the lending agent’s investment of cash collateral; and the inability of the lending Fund to recall a security in time to exercise valuable voting rights or sell the security. In each case, the lending agent has indemnified the Funds for these types of losses.

(L) Directed Brokerage — The Funds direct certain portfolio trades to brokers who, in turn, pay a portion of the Funds’ expenses not attributable to the Advisor or its affiliates. Such amounts are included in Expense Offsets reported in the Funds’ Statements of Operations and in Note 4.

(M) Earnings Credit Arrangements — Credits are earned on positive cash balances maintained in custodian accounts. These credits serve to reduce the custodian’s fees incurred by certain Funds and are included in Expense Offsets reported in the Funds’ Statements of Operations and in Note 4.

(N) Expenses — The Funds and other affiliated Strong Funds contract for certain services on a collective basis. The majority of the expenses are directly identifiable to an individual Fund. Expenses that are not readily identifiable to a specific Fund will be allocated in such a manner as deemed equitable, taking into consideration, among other things, the nature and type of expense and the relative sizes of the Strong Funds.

(O) Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts in these financial statements. Actual results could differ from those estimates.

(P) 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 on the interest method. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative shares outstanding.

(Q) Redemption Fees — Investor Class shares of Strong Large Company Growth Fund held for less than one year are subject to a redemption fee of 1.00%, based on the redeemed share’s market value. Redemption fees are paid directly to the Fund. The amount collected for the year is included in Capital Stock reported in the Statements of Assets and Liabilities and in Note 8.

58

3. Related Party Transactions

The Advisor provides investment advisory and related services to the Funds. Strong Investor Services, Inc. (the “Administrator”), an affiliate of the Advisor, provides administrative, transfer agent and related services to the Funds. Certain officers and, until December 2, 2003, certain directors of the Funds are or were affiliated with the Advisor and the Administrator. Investment advisory and administration fees, which are established by terms of the advisory and administration agreements, are based on the following annualized rates of the average daily net assets of the respective Fund:

			Administrative Fees
	Advisory Fees		Investor Class		Institutional Class		Advisor Class		Class C		Class K
Strong Blue Chip Fund	0.50	%	0.30	%	*		*		*		*
Strong Discovery Fund	0.75	%	0.25	%	*		*		*		*
Strong Endeavor Fund	0.75	%(1)	0.30	%	*		*		*		*
Strong Large Cap Growth Fund	0.60	%(2)	0.30	%	*		*		*		*
Strong U.S. Emerging Growth Fund	0.75	%(1)	0.30	%	*		*		*		*
Strong Enterprise Fund	0.75	%(1)	0.30	%	0.02	%	0.30	%	*		0.25	%
Strong Growth 20 Fund	0.75	%(1)	0.30	%	*		0.30	%	*		*
Strong Growth Fund	0.75	%(1)	0.30	%	0.02	%	0.30	%	0.30	%	0.25	%
Strong Large Company Growth Fund	0.75	%(1)	0.30	%	*		*		*		0.25	%

* Does not offer share class.

⁽¹⁾ The Investment Advisory fees are 0.75% for assets under $4 billion, 0.725% for the next $2 billion assets, and 0.70% for assets $6 billion and above.

⁽²⁾ The Investment Advisory fees are 0.60% for first $35 million assets and 0.55% for assets over $35 million.

The Funds’ Advisor and/or Administrator may voluntarily waive or absorb certain expenses at their discretion. The Advisor and/or Administrator has contractually agreed to waive its fees and/or absorb expenses for the Investor Class shares of the Strong Large Company Growth Fund to keep Total Annual Operating Expenses at no more than 1.50%. This agreement may only be terminated by the Board of Directors of the Funds. The Advisor and/or Administrator has contractually agreed to waive and/or absorb expenses until May 1, 2004, to keep Total Annual Operating Expenses of the Investor Class of Strong Endeavor Fund and Strong Enterprise Fund at no more than 2.00%, Class K of Strong Enterprise Fund at no more than 1.20% and Class K of Strong Growth Fund and Strong Large Company Growth Fund at no more than 0.99%.

Transfer agent and related service fees for the Investor Class shares are paid at a rate of $27.00 for each open shareholder account and $4.20 for each closed shareholder account. Transfer agent and related service fees for the Institutional Class, Advisor Class, Class C and Class K shares are paid at an annual rate of 0.015%, 0.20%, 0.20% and 0.20%, respectively, of the average daily net assets of each respective class. Transfer agent fees are recorded in Shareholder Servicing Costs in the Funds’ Statements of Operations. The Administrator also allocates to each Fund certain charges or credits resulting from transfer agency banking activities based on each Class’ level of subscription and redemption activity. Transfer Agency Banking Charges allocated to the Funds by the Administrator, if any, are included in Other Expenses in the Funds’ Statements of Operations. Transfer Agency Banking Credits allocated by the Administrator, if any, serve to reduce the transfer agent expenses incurred by the Funds and are included in Expense Offsets in the Funds’ Statements of Operations and in Note 4. The Administrator is also compensated for certain other out-of-pocket expenses related to transfer agent services.

Next Century Growth Investors, LLC (“Next Century Growth”), an affiliate of the Advisor, manages the investments of Strong U.S. Emerging Growth Fund under a subadvisory agreement with the Advisor. Next Century Growth is compensated by the Advisor (not the Fund) and bears all of its own expenses in providing subadvisory services.

Strong Endeavor Fund, Strong Large Company Growth Fund, Strong Enterprise Fund, Strong Growth 20 Fund and Strong Growth Fund have adopted a Rule 12b-1 distribution and service plan under the 1940 Act on behalf of the Investor Class shares of Strong Endeavor Fund and Strong Large Company Growth Fund, the Advisor Class shares of Strong Enterprise Fund, Strong Growth 20 Fund and Strong Growth Fund and the Class C shares of Strong Growth Fund. Under the plan, Strong Investments, Inc. (the “Distributor,” and an affiliate of the Advisor) is paid an annual rate of 0.25% of the average daily net assets of the Investor Class shares and the Advisor Class shares and 1.00% for Class C shares as compensation for services provided and expenses incurred, including amounts paid to brokers or dealers, in connection with the sale of each Class’ shares. See Note 4.

Strong Growth Fund’s Class C shares have a 1.00% contingent deferred sales charge if shares are sold within one year of their original purchase date. For the year ended December 31, 2003, the Distributor received no aggregate contingent deferred sales charges from the redemption of Class C shares for Strong Growth Fund. Sales charges are not an expense of the Funds and are not reflected in the financial statements of the Funds. Sales charges may be waived in limited circumstances.

The Funds may invest cash in money market funds managed by the Advisor, subject to certain limitations.

59

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2003

Certain information regarding related party transactions, excluding the effects of waivers and absorptions, for the year ended December 31, 2003, is as follows:

	Payable to/ (Receivable from) Advisor or Administrator at Dec. 31, 2003		Shareholder Servicing and Other Related Expenses Paid to Administrator		Transfer Agency Banking Charges/(Credits)		Unaffiliated Directors’ Fees
Strong Blue Chip Fund	$	102,931	$	1,305,244	$	12,811	$	5,503
Strong Discovery Fund		45,733		510,815		3,476		3,320
Strong Endeavor Fund		2,602		25,661		59		823
Strong Large Cap Growth Fund		185,682		2,074,020		27,895		16,363
Strong U.S. Emerging Growth Fund		38,383		453,338		2,054		1,939
Strong Enterprise Fund		115,183		1,724,100		22,580		6,532
Strong Growth 20 Fund		124,379		1,484,673		11,768		5,924
Strong Growth Fund		465,893		5,557,652		63,668		38,950
Strong Large Company Growth Fund		11,468		102,888		3,555		1,099

4. Expenses and Expense Offsets

For the year ended December 31, 2003, the class specific expenses are as follows:

	Administrative Fees		Shareholder Servicing Costs		Reports to Shareholders			12b-1 Fees		Other
Strong Enterprise Fund
Investor Class	$	714,844	$	1,674,191	$	317,891		$	—	$	26,238
Institutional Class*		154		113		2,604			—		6
Advisor Class		4,752		3,219		(616	)		3,960		45
Class K		49,407		39,558		5,209			—		3,311
Strong Growth 20 Fund
Investor Class		777,538		1,467,358		240,871			—		14,931
Advisor Class		19,829		13,249		139			16,524		904
Strong Growth Fund
Investor Class		4,106,875		5,397,664		842,641			—		46,049
Institutional Class		53,110		40,351		233,566			—		27,208
Advisor Class		31,471		21,069		2,439			26,226		449
Class C		966		653		6,539			3,227		37
Class K		108,553		86,729		1,059			—		1,111
Strong Large Company Growth Fund
Investor Class		131,466		101,373		28,191			109,555		4,546
Class K*		576		462		1,777			—		61

* For the period from June 30, 2003 to December 31, 2003.

60

For the year ended December 31, 2003, the expense offsets are as follows:

	Expense Waivers and Absorptions			Transfer Agency Banking Credits			Directed Brokerage Credits			Earnings Credits
Strong Blue Chip Fund	$	(39,114	)	$	—		$	(87,365	)	$	(201	)
Strong Discovery Fund		(9,290	)		—			(51,624	)		(510	)
Strong Endeavor Fund		(37,609	)		—			(5,792	)		(4	)
Strong Large Cap Growth Fund		(36,179	)		—			(105,957	)		(4,133	)
Strong U.S. Emerging Growth Fund		(43,280	)		—			(22,947	)		(720	)
Strong Enterprise Fund
Investor Class		(295,225	)		—			—			—
Institutional Class*		(1,368	)		—			—			—
Advisor Class		(1	)		(7	)		—			—
Class K		(21,174	)		—			—			—
Fund Level		(15,411	)		—			(65,118	)		(1,017	)
Strong Growth 20 Fund
Investor Class		(52,122	)		—			—			—
Advisor Class		(4	)		—			—			—
Fund Level		(14,615	)		—			(56,518	)		(1,150	)
Strong Growth Fund
Investor Class		(3,132	)		—			—			—
Institutional Class		(2	)		—			—			—
Advisor Class		(5	)		—			—			—
Class C		(5,912	)		—			—			—
Class K		(107,579	)		—			—			—
Fund Level		(96,943	)		—			(189,496	)		(3,192	)
Strong Large Company Growth Fund
Investor Class		(71,361	)		—			—			—
Class K*		(2,671	)		—			—			—
Fund Level		(45,800	)		—			(9,007	)		(393	)

* For the period from June 30, 2003 to December 31, 2003.

5. Line of Credit

The Strong Funds have established a line of credit agreement (“LOC”) with certain financial institutions, which expires October 8, 2004, 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 LOC. For an individual Fund, borrowings under the LOC are limited to either the lesser of 15% of the market value of the Fund’s total assets or any explicit borrowing limits in the Fund’s registration statement. The principal amount of each borrowing under the LOC is due not more than 45 days after the date of the borrowing. Borrowings under the LOC bear interest based on prevailing market rates as defined in the LOC. A commitment fee of 0.09% per annum is incurred on the unused portion of the LOC and is allocated to all participating Strong Funds based on their net asset values. Strong Blue Chip Fund, Strong Large Cap Growth Fund and Strong Growth Fund had no borrowings under the LOC during the year. Strong Discovery Fund, Strong U.S. Emerging Growth Fund, Strong Enterprise Fund and Strong Growth 20 Fund had minimal borrowings during the year. The average daily balance, maximum amount outstanding and interest expense for Strong Endeavor Fund was $16,986, $700,000 and $285, respectively and for Strong Large Company Growth Fund was $74,247, $3,800,000 and $1,126, respectively, for the year ended December 31, 2003. At December 31, 2003, there were no outstanding borrowings by the Funds under the LOC.

61

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2003

6. Investment Transactions

The aggregate purchases and sales of long-term securities during the year ended December 31, 2003, are as follows:

	Purchases		Sales
Strong Blue Chip Fund	$	456,381,623	$	506,711,045
Strong Discovery Fund		431,220,994		433,790,628
Strong Endeavor Fund		10,578,840		11,070,230
Strong Large Cap Growth Fund		1,556,179,164		1,619,608,420
Strong U.S. Emerging Growth Fund		88,839,991		80,163,984
Strong Enterprise Fund		658,049,752		686,883,665
Strong Growth 20 Fund		816,294,816		797,500,215
Strong Growth Fund		2,295,434,150		2,466,914,312
Strong Large Company Growth Fund		140,141,944		99,657,651

There were no purchases or sales of long-term U.S. government securities during the year ended December 31, 2003.

7. Income Tax Information

The following information for the Funds is presented on an income tax basis as of December 31, 2003:

	Cost of Investments		Gross Unrealized Appreciation		Gross Unrealized (Depreciation)			Net Unrealized Appreciation/ (Depreciation) on Investments		Distributable Ordinary Income		Distributable Long-Term Capital Gains
Strong Blue Chip Fund	$	138,690,180	$	37,706,390	$	—		$	37,706,390	$	—	$	—
Strong Discovery Fund		149,219,498		28,191,051		(2,203,268	)		25,987,783		2,284,239		—
Strong Endeavor Fund		3,772,813		781,507		(29,950	)		751,557		—		—
Strong Large Cap Growth Fund		532,657,830		114,598,614		(1,683,403	)		112,915,211		—		—
Strong U.S. Emerging Growth Fund		66,314,045		34,426,884		(581,307	)		33,845,577		—		—
Strong Enterprise Fund		250,287,726		46,821,324		(3,667,528	)		43,153,796		—		—
Strong Growth 20 Fund		212,017,214		49,163,981		(3,017,045	)		46,146,936		—		—
Strong Growth Fund		1,372,713,189		404,868,726		(6,454,338	)		398,414,388		—		—
Strong Large Company Growth Fund		65,843,773		6,808,566		(119,067	)		6,689,499		—		—

The difference between cost amounts for financial statement and federal income tax purposes is due primarily to timing differences in recognizing certain gains and losses on security transactions.

The tax components of dividends paid during the years ended December 31, 2003 and 2002 and capital loss carryovers (expiring in varying amounts through 2011) as of December 31, 2003, and tax basis post-October losses as of December 31, 2003, which are not recognized for tax purposes until the first day of the following fiscal year, are:

	2003 Income Tax Information								2002 Income Tax Information
	Ordinary Income Distributions		Long-Term Capital Gains Distributions		Net Capital Loss Carryovers		Post-October Losses		Ordinary Income Distributions			Long-Term Capital Gains Distributions
Strong Blue Chip Fund	$	—	$	—	$	189,843,041	$	—	$	—		$	—
Strong Discovery Fund		1,811,805		—		—		47,859		—			4,117,207
Strong Endeavor Fund		—		—		1,841,060		99		—			—
Strong Large Cap Growth Fund		—		—		523,964,290		5,676,937		—			—
Strong U.S. Emerging Growth Fund		—		—		61,799,533		—		—			—
Strong Enterprise Fund		—		—		327,970,652		398,910		—			—
Strong Growth 20 Fund		—		—		384,570,210		—		—			—
Strong Growth Fund		—		—		912,414,231		—		—			—
Strong Large Company Growth Fund		14,224		—		7,772,161		1,046		77,055	(1)		—	(1)

⁽¹⁾ For the period from October 1, 2002 through December 31, 2002.

For corporate shareholders in the Funds, the percentages of ordinary dividend income distributed for the year ended December 31, 2003, which is designated as qualifying for the dividends-received deduction, is as follows (unaudited): Strong Blue Chip Fund 0.0%, Strong Discovery Fund 100.0%, Strong Endeavor Fund 0.0%, Strong Large Cap Growth Fund 0.0%, Strong U.S. Emerging Growth Fund 0.0%, Strong Enterprise Fund 0.0%, Strong Growth 20 Fund 0.0%, Strong Growth Fund 0.0% and Strong Large Company Growth Fund 100.0%.

62

For shareholders in the Funds, the percentages of dividend income distributed for the year ended December 31, 2003, which is designated as qualified dividend income under the Jobs and Growth Tax Relief Act of 2003, is as follows (unaudited): Strong Blue Chip Fund 0.0%, Strong Discovery Fund 43.0%, Strong Endeavor Fund 0.0%, Strong Large Cap Growth Fund 0.0%, Strong U.S. Emerging Growth Fund 0.0%, Strong Enterprise Fund 0.0%, Strong Growth 20 Fund 0.0%, Strong Growth Fund 0.0% and Strong Large Company Growth Fund 0.0%.

Capital loss carryovers utilized during the year ended December 31, 2003 is as follows: Strong Blue Chip Fund $0, Strong Discovery Fund $10,213,054, Strong Endeavor Fund $441,570, Strong Large Cap Growth Fund $5,370,201, Strong U.S. Emerging Growth Fund $5,163,587, Strong Enterprise Fund $31,830,620, Strong Growth 20 Fund $15,813,626, Strong Growth Fund $114,554,778 and Strong Large Company Growth Fund $1,988,353.

8. Capital Share Transactions

	Strong Blue Chip Fund						Strong Discovery Fund
	Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002			Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002
Capital Share Transactions of Each of the Funds Were as Follows:
Proceeds from Shares Sold	$	38,554,582		$	58,579,917		$	72,860,267		$	106,826,156
Proceeds from Reinvestment of Distributions		—			—			1,765,655			4,008,647
Payment for Shares Redeemed		(111,846,495	)		(101,599,557	)		(88,420,497	)		(112,742,042	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions	$	(73,291,913	)	$	(43,019,640	)	$	(13,794,575	)	$	(1,907,239	)
Transactions in Shares of Each of the Funds Were as Follows:
Sold		4,237,712			5,467,305			4,453,708			6,929,360
Issued in Reinvestment of Distributions		—			—			93,470			235,942
Redeemed		(11,971,115	)		(9,308,147	)		(5,340,622	)		(7,318,812	)
Net Increase (Decrease) in Shares		(7,733,403	)		(3,840,842	)		(793,444	)		(153,510	)
	Strong Endeavor Fund						Strong Large Cap Growth Fund
	Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002			Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002
Capital Share Transactions of Each of the Funds Were as Follows:
Proceeds from Shares Sold	$	2,761,167		$	2,639,463		$	119,300,083		$	92,753,828
Proceeds from Reinvestment of Distributions		—			—			—			—
Payment for Shares Redeemed		(3,208,236	)		(3,433,944	)		(215,208,135	)		(206,294,132	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions	$	(447,069	)	$	(794,481	)	$	(95,908,052	)	$	(113,540,304	)
Transactions in Shares of Each of the Funds Were as Follows:
Sold		352,819			297,527			6,748,415			5,153,796
Issued in Reinvestment of Distributions		—			—			—			—
Redeemed		(392,692	)		(400,627	)		(11,659,100	)		(10,941,355	)
Net Increase (Decrease) in Shares of the Fund		(39,873	)		(103,100	)		(4,910,685	)		(5,787,559	)

63

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2003

	Strong U.S. Emerging Growth Fund
	Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002
Capital Share Transactions of the Fund Were as Follows:
Proceeds from Shares Sold	$	80,614,500		$	120,177,180
Proceeds from Reinvestment of Distributions		—			—
Payment for Shares Redeemed		(70,723,291	)		(116,020,955	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions	$	9,891,209		$	4,156,225
Transactions in Shares of the Fund Were as Follows:
Sold		6,579,270			9,702,326
Issued in Reinvestment of Distributions		—			—
Redeemed		(5,686,579	)		(9,562,612	)
Net Increase (Decrease) in Shares of the Fund		892,691			139,714

	Strong Enterprise Fund
	Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002
	(Note 1)
Capital Share Transactions of Each Class of Shares of the Fund Were as Follows:
INVESTOR CLASS
Proceeds from Shares Sold	$	57,913,922		$	101,776,889
Proceeds from Reinvestment of Distributions		—			—
Payment for Shares Redeemed		(108,083,036	)		(148,882,956	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		(50,169,114	)		(47,106,067	)
INSTITUTIONAL CLASS
Proceeds from Shares Sold		2,440,911			—
Proceeds from Reinvestment of Distributions		—			—
Payment for Shares Redeemed		(571,699	)		—
Net Increase (Decrease) in Net Assets from Capital Share Transactions		1,869,212			—
ADVISOR CLASS
Proceeds from Shares Sold		794,357			849,133
Proceeds from Reinvestment of Distributions		—			—
Payment for Shares Redeemed		(860,789	)		(481,554	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		(66,432	)		367,579
CLASS K CLASS
Proceeds from Shares Sold		27,685,600			4,310,980
Proceeds from Reinvestment of Distributions		—			—
Payment for Shares Redeemed		(3,466,148	)		(371,572	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		24,219,452			3,939,408
Net Increase (Decrease) in Net Assets from Capital Share Transactions	$	(24,146,882	)	$	(42,799,080	)

64

	Strong Enterprise Fund
	Year Ended Dec. 31, 2003		Year Ended Dec. 31, 2002
	(Note 1)
Transactions in Shares of Each Class of the Fund Were as Follows:
INVESTOR CLASS
Sold	3,153,308		5,339,599
Issued in Reinvestment of Distributions	—		—
Redeemed	(5,809,732	)	(8,049,574	)
Net Increase (Decrease) in Shares	(2,656,424	)	(2,709,975	)
INSTITUTIONAL CLASS
Sold	124,525		—
Issued in Reinvestment of Distributions	—		—
Redeemed	(27,868	)	—
Net Increase (Decrease) in Shares	96,657		—
ADVISOR CLASS
Sold	41,765		44,794
Issued in Reinvestment of Distributions	—		—
Redeemed	(42,658	)	(26,641	)
Net Increase (Decrease) in Shares	(893	)	18,153
CLASS K
Sold	1,484,422		270,110
Issued in Reinvestment of Distributions	—		—
Redeemed	(174,720	)	(23,597	)
Net Increase (Decrease) in Shares	1,309,702		246,513

65

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2003

	Strong Growth 20 Fund
	Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002
Capital Share Transactions of Each Class of Shares of the Fund Were as Follows:
INVESTOR CLASS
Proceeds from Shares Sold	$	215,730,444		$	37,975,224
Proceeds from Reinvestment of Distributions		—			—
Payment for Shares Redeemed		(208,651,373	)		(119,329,093	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		7,079,071			(81,353,869	)
ADVISOR CLASS
Proceeds from Shares Sold		1,330,952			2,702,059
Proceeds from Reinvestment of Distributions		—			—
Payment for Shares Redeemed		(3,819,394	)		(3,312,180	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		(2,488,442	)		(610,121	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions	$	4,590,629		$	(81,963,990	)
Transactions in Shares of Each Class of the Fund Were as Follows:
INVESTOR CLASS
Sold		20,382,621			3,076,476
Issued in Reinvestment of Distributions		—			—
Redeemed		(18,867,469	)		(9,577,471	)
Net Increase (Decrease) in Shares		1,515,152			(6,500,995	)
ADVISOR CLASS
Sold		116,482			218,805
Issued in Reinvestment of Distributions		—			—
Redeemed		(323,340	)		(279,312	)
Net Increase (Decrease) in Shares		(206,858	)		(60,507	)

66

	Strong Growth Fund
	Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002
Capital Share Transactions of Each Class of Shares of the Fund Were as Follows:
INVESTOR CLASS
Proceeds from Shares Sold	$	195,543,770		$	212,362,800
Proceeds from Reinvestment of Distributions		—			—
Payment for Shares Redeemed		(449,810,001	)		(501,568,269	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		(254,266,231	)		(289,205,469	)
INSTITUTIONAL CLASS
Proceeds from Shares Sold		97,951,922			176,034,058
Proceeds from Reinvestment of Distributions		—			—
Payment for Shares Redeemed		(53,916,690	)		(15,602,302	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		44,035,232			160,431,756
ADVISOR CLASS
Proceeds from Shares Sold		4,568,184			4,515,364
Proceeds from Reinvestment of Distributions		—			—
Payment for Shares Redeemed		(7,899,492	)		(5,576,741	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		(3,331,308	)		(1,061,377	)
CLASS C
Proceeds from Shares Sold		385,777			100,000
Proceeds from Reinvestment of Distributions		—			—
Payment for Shares Redeemed		(48,846	)		—
Net Increase (Decrease) in Net Assets from Capital Share Transactions		336,931			100,000
CLASS K
Proceeds from Shares Sold		51,582,602			15,492,888
Proceeds from Reinvestment of Distributions		—			—
Payment for Shares Redeemed		(19,995,565	)		(1,625,166	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		31,587,037			13,867,722
Net Increase (Decrease) in Net Assets from Capital Share Transactions	$	(181,638,339	)	$	(115,867,368	)

67

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2003

	Strong Growth Fund
	Year Ended Dec. 31, 2003		Year Ended Dec. 31, 2002
Transactions in Shares of Each Class of the Fund Were as Follows:
INVESTOR CLASS
Sold	13,337,882		13,789,094
Issued in Reinvestment of Distributions	—		—
Redeemed	(28,947,288	)	(33,083,023	)
Net Increase (Decrease) in Shares	(15,609,406	)	(19,293,929	)
INSTITUTIONAL CLASS
Sold	6,457,458		11,454,780
Issued in Reinvestment of Distributions	—		—
Redeemed	(3,285,692	)	(1,053,015	)
Net Increase (Decrease) in Shares	3,171,766		10,401,765
ADVISOR CLASS
Sold	304,356		292,723
Issued in Reinvestment of Distributions	—		—
Redeemed	(503,466	)	(362,829	)
Net Increase (Decrease) in Shares	(199,110	)	(70,106	)
CLASS C
Sold	25,570		7,441
Issued in Reinvestment of Distributions	—		—
Redeemed	(2,959	)	—
Net Increase (Decrease) in Shares	22,611		7,441
CLASS K
Sold	3,430,845		1,111,771
Issued in Reinvestment of Distributions	—		—
Redeemed	(1,204,449	)	(125,340	)
Net Increase (Decrease) in Shares	2,226,396		986,431

68

	Strong Large Company Growth Fund
	Year Ended Dec. 31, 2003			Period Ended Dec. 31, 2002			Year Ended Sept. 30, 2002
	(Note 1)
Capital Share Transactions of Each Class of Shares of the Fund Were as Follows:
INVESTOR CLASS
Proceeds from Shares Sold	$	71,224,694		$	4,988,861		$	5,920,297
Proceeds from Reinvestment of Distributions		12,085			66,475			607,929
Proceeds from Redemption Fees		30,740			51			—
Payment for Shares Redeemed		(31,528,112	)		(2,734,805	)		(17,465,133	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		39,739,407			2,320,582			(10,936,907	)
CLASS K
Proceeds from Shares Sold		1,000,551			—			—
Proceeds from Reinvestment of Distributions		—			—			—
Proceeds from Redemption Fees		626			—			—
Payment for Shares Redeemed		(28,718	)		—			—
Net Increase (Decrease) in Net Assets from Capital Share Transactions		972,459			—			—
Net Increase (Decrease) in Net Assets from Capital Share Transactions	$	40,711,866		$	2,320,582		$	(10,936,907	)
Transactions in Shares of Each Class of the Fund Were as Follows:
INVESTOR CLASS
Sold		5,804,010			470,973			467,109
Issued in Reinvestment of Distributions		1,118			6,242			49,733
Redeemed		(2,514,076	)		(248,984	)		(1,466,404	)
Net Increase (Decrease) in Shares of the Fund		3,291,052			228,231			(949,562	)
CLASS K
Sold		78,792			—			—
Issued in Reinvestment of Distributions		—			—			—
Redeemed		(2,190	)		—			—
Net Increase (Decrease) in Shares of the Fund		76,602			—			—

9. Investments in Affiliates

Affiliated issuers, as defined under the 1940 Act, include any Fund of the Strong Funds and any issuer in which the Fund’s holdings of an issuer represent 5% or more of the outstanding voting securities of the issuer. A summary of transactions in the securities of these issuers during the year ended December 31, 2003 is as follows:

	Balance of Shares Held Jan. 1, 2003	Gross Purchases and Additions	Gross Sales and Reductions		Balance of Shares Held Dec. 31, 2003	Value Dec. 31, 2003		Dividend Income Jan. 1, 2003 - Dec. 31, 2003
Strong Discovery Fund
Strong Heritage Money Fund – Institutional Class	1,000,000	—	(1,000,000	)	—	$	—	$	5,291
Strong Large Cap Growth Fund
Strong Heritage Money Fund – Institutional Class	6,200,000	—	(6,200,000	)	—		—		1,113
Strong Growth Fund
Strong Heritage Money Fund – Institutional Class	12,700,000	—	(12,700,000	)	—		—		50,219

69

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2003

10. Special Meeting of Shareholders of Strong Advisor Mid Cap Growth Fund

On August 1, 2003, the Strong Advisor Mid Cap Growth Fund’s and Strong Growth Fund’s Board of Directors approved the reorganization of the Strong Advisor Mid Cap Growth Fund into the Strong Growth Fund, subject to shareholder approval at a meeting scheduled for October 31, 2003, which was adjourned. A new meeting date has not been set. Effective after the close of the market on August 22, 2003, the Strong Advisor Mid Cap Growth Fund was closed to new investors. Effective January 30, 2004, Strong Advisor Mid Cap Growth Fund was reopened to new investors.

11. Legal Proceedings

The United States Securities and Exchange Commission (“SEC”), the New York Attorney General (“NYAG”), the Wisconsin Attorney General (“WAG”), and the Wisconsin Department of Financial Institutions (“WDFI”) are investigating active trading of the Strong Funds by employees of Strong, including Richard S. Strong, former employee and Chairman of Strong. The Independent Directors of the Strong Funds are also investigating these matters, with the assistance of counsel and an independent consulting firm. Fund expenses related to the investigation are reimbursed by Strong. The Independent Directors intend to obtain appropriate redress if they determine that the Strong Funds were harmed. In addition, Strong has received a subpoena from the West Virginia Attorney General (“WVAG”) requesting documents, if any, related to market timing and late trading practices. Effective November 2, 2003, the Independent Directors accepted Mr. Strong’s resignation as Chairman of the Strong Funds’ Boards. Effective December 2, 2003, Mr. Strong resigned as Director of the Strong Funds’ Boards, as Chairman, Chief Investment Officer and Director of Strong, and as Chairman and Director of Strong Financial Corporation, and its affiliates.

Strong is aware of a complaint filed and simultaneously settled on September 3, 2003 (the “Complaint”), by NYAG on behalf of the State of New York, against Canary Capital Partners, LLC, et al. (collectively, “Canary”), which alleges that Canary engaged in certain improper trading practices characterized as “late-day trading” and “market timing” with various mutual funds. Strong and certain Strong Funds are referenced, although not named as parties in the Complaint, with respect to the market timing allegations. On September 5, 2003, the SEC began an inquiry based on matters related to, and set forth in, the Complaint. On September 24, 2003, the WDFI asked that certain information and documents be provided related to the matters referenced in the Complaint.

Strong is currently cooperating with the NYAG, the SEC, the WAG, the WDFI, and the WVAG with respect to their separate inquiries into these matters. On September 26, 2003, Strong announced its commitment to make appropriate reimbursement if it is determined that the transactions set forth in the Complaint adversely affected investors in the Strong Funds referenced in the Complaint. On October 30, 2003, Mr. Strong announced that he has committed to personally compensate the Strong Funds for any financial losses they may have experienced as a result of his transactions.

As of the date of this Report, Strong is aware of multiple shareholder class and derivative actions (“Actions”) filed since September 4, 2003, with respect to the factual matters referenced in the Complaint naming, among others, Strong, Strong Funds, Strong affiliates, and certain of their officers and directors as defendants. These Actions have been filed in the following federal and state courts: U.S. District Court for the Southern District of New York; U.S. District Court, District of New Jersey; U.S. District Court, Eastern District of Wisconsin, Milwaukee Division; U.S. District Court, Western District of Wisconsin; Superior Court of New Jersey Law Division of Hudson; State of Wisconsin Circuit Court, Milwaukee County; State of Wisconsin Circuit Court, Waukesha County; Supreme Court of the State of New York; Superior Court of the State of California, County of Los Angeles; and U.S. District Court, District of Connecticut. The Actions generally allege, among other things, that the defendants violated their fiduciary duty to fund shareholders and certain retirement plan participants, and made false and misleading statements in the funds’ prospectuses in violation of federal and state securities laws. The Actions generally seek one or more of the following: compensatory damages, punitive damages, special damages, exemplary damages, rescission, restitution, payment of plaintiffs’ attorneys’ fees and experts’ fees, and/or replacement of the Board of Directors of the Strong Funds. Additional lawsuits may be filed in the same or other venues presenting allegations and demands for relief. Strong expects that any such lawsuits would contain allegations including the matters discussed here and that the demands for relief would not materially differ from those described above. Based on available information, Strong and the Strong Funds do not currently believe that any of the pending Actions or the regulatory inquiries will have a material impact on any of the Strong Funds.

70

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Shareholders

of Strong Growth Funds:

In our opinion, the accompanying statements of assets and liabilities, including the schedules of investments in securities, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Strong Blue Chip Fund, Strong Discovery Fund, Strong Endeavor Fund, Strong Large Cap Growth Fund, Strong U.S. Emerging Growth Fund, Strong Enterprise Fund, Strong Growth 20 Fund, Strong Growth Fund and Strong Large Company Growth Fund (all nine collectively constituting Strong Growth Funds, hereafter referred to as the “Funds”) at December 31, 2003, and the results of each of their operations, the changes in each of their net assets and their financial highlights for the periods indicated, in conformity with the accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Funds’ management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Milwaukee, Wisconsin

February 3, 2004

71

DIRECTORS AND OFFICERS

Each officer and director holds the same position with the 27 registered open-end management investment companies consisting of 72 mutual funds (“Strong Funds”).

Willie D. Davis (DOB 7-24-34), Director of the Strong Funds since July 1994.

Mr. Davis has been President and Chief Executive Officer of All Pro Broadcasting, Inc., since 1977; Director of Wisconsin Energy Corporation (formerly WICOR, Inc., a utility company) since 1990, Metro Goldwyn Mayer, Inc. (an entertainment company), since 1998, Bassett Furniture Industries, Inc., since 1997, Checker’s Drive-In Restaurants, Inc. (formerly Rally’s Hamburgers, Inc.), since 1994, Johnson Controls, Inc. (an industrial company), since 1992, MGM Mirage (formerly MGM Grand, Inc., an entertainment/hotel company) since 1990, Dow Chemical Company since 1988, Sara Lee Corporation (a food/consumer products company) since 1983, Alliance Bank since 1980, Manpower, Inc. (a worldwide provider of staffing services), since 2001, and Kmart Corporation (a discount consumer products company) from 1985 to 2003; and Trustee of the University of Chicago since 1980 and Marquette University since 1988.

Gordon B. Greer (DOB 2-17-32), Director of the Strong Funds since March 2002.

Mr. Greer was Of Counsel for Bingham McCutchen LLP (a law firm previously known as Bingham Dana LLP) from 1997 to February 2002 and Partner of Bingham McCutchen LLP from 1967 to 1997. On behalf of Bingham McCutchen LLP, Mr. Greer provided representation to the disinterested directors of the Strong Funds from 1991 to February 2002. Bingham McCutchen LLP has provided representation to the Independent Directors of the Strong Funds since 1991.

Stanley Kritzik (DOB 1-9-30), Director of the Strong Funds since January 1995 and Chairman of the Audit Committee of the Strong Funds since July 2000.

Mr. Kritzik has been Partner of Metropolitan Associates (a real estate firm) since 1962; Director of Wisconsin Health Information Network since November 1997, Health Network Ventures, Inc., from 1992 to April 2000, Aurora Health Care from September 1987 to September 2002; and Member of the Board of Governors of Snowmass Village Resort Association from October 1999 until October 2002.

Neal Malicky (DOB 9-14-34), Director of the Strong Funds since December 1999.

Mr. Malicky has been President Emeritus of Baldwin-Wallace College since July 2000; Chancellor of Baldwin-Wallace College from July 1999 to June 2000; President of Baldwin-Wallace College from July 1981 to June 1999; Director of Aspire Learning Corporation since June 2000; Trustee of Southwest Community Health Systems, Cleveland Scholarship Program, and The National Conference for Community and Justice until 2001; President of the National Association of Schools and Colleges of the United Methodist Church, Chairperson of the Association of Independent Colleges and Universities of Ohio, and Secretary of the National Association of Independent Colleges and Universities until 2001.

William F. Vogt (DOB 7-19-47), Director and Chairman of Independent Directors Committee of the Strong Funds since January 1995.

Mr. Vogt has been Senior Vice President of IDX Systems Corporation (a management consulting firm) since June 2001; President of Vogt Management Consulting, Inc., from July 1990 June 2001; and former Fellow of the American College of Medical Practice Executives.

72

DIRECTORS AND OFFICERS (continued)

Ane K. Ohm (DOB 10-16-69), Anti-Money Laundering Compliance Officer of the Strong Funds since November 2002.

Ms. Ohm has been Anti-Money Laundering Compliance Officer of Strong Financial Corporation since February 2003; Assistant Executive Vice President of Strong Financial Corporation since November 2003; Executive Vice President of the Advisor since December 2001; Director of Mutual Fund Administration of Strong Investor Services, Inc., since April 2001; and Marketing Services Manager of Strong Investments, Inc., from November 1998 to April 2001.

Christopher O. Petersen (DOB 1-18-70), Vice President and Assistant Secretary of the Strong Funds since May 2003.

Mr. Petersen has been Managing Counsel of Strong Financial Corporation since March 2003; Corporate Counsel at U.S. Bancorp Asset Management, Inc., from May 2001 to March 2003; Corporate Counsel at First American Asset Management, a division of U.S. Bank National Association (“FAAM”), from September 1999 to May 2001; Compliance Officer at FAAM from January 1999 to September 1999; and Associate Attorney at Mauzy Law Firm from September 1997 to December 1998.

Richard W. Smirl (DOB 4-18-67), Vice President of the Strong Funds since February 2002 and Secretary of the Strong Funds since November 2001.

Mr. Smirl has been Senior Counsel of Strong Financial Corporation since December 2001; Assistant Secretary of Strong Financial Corporation from December 2001 to February 2003; Secretary of Strong Financial Corporation since February 2003; Assistant Executive Vice President of the Advisor since December 2001; Chief Legal Officer of the Advisor since February 2003; Secretary of the Advisor since November 2002; Assistant Secretary of the Advisor from December 2001 to November 2002; Senior Counsel of the Advisor from July 2000 to December 2001; General Counsel of Strong Investments, Inc. (“Distributor”), since November 2001; Secretary of the Distributor since July 2000; Vice President and Chief Compliance Officer of the Distributor from July 2000 to December 2003; Lead Counsel of the Distributor from July 2000 to November 2001; Vice President of Strong Investor Services, Inc., since December 2001; Assistant Secretary of Strong Investor Services, Inc., from December 2001 to May 2003; Secretary of Strong Investor Services, Inc., since May 2003; Partner at Keesal, Young & Logan LLP (a law firm) from September 1999 to July 2000; and Associate at Keesal, Young & Logan LLP from September 1992 to September 1999.

Gilbert L. Southwell III (DOB 4-13-54), Assistant Secretary of the Strong Funds since July 2001.

Mr. Southwell has been Associate Counsel of Strong Financial Corporation since December 2001; Assistant Secretary of the Advisor since December 2002; Associate Counsel of the Advisor from April 2001 to December 2001; Partner at Michael, Best & Friedrich, LLP (a law firm) from October 1999 to March 2001; and Assistant General Counsel of U.S. Bank, National Association (formerly Firstar Bank, N.A.) and/or certain of its subsidiaries from November 1984 to September 1999.

John W. Widmer (DOB 1-19-65), Treasurer of the Strong Funds since April 1999.

Mr. Widmer has been Treasurer of the Advisor since April 1999; Assistant Treasurer of Strong Financial Corporation since December 2001; Assistant Secretary of Strong Financial Corporation from December 2001 to January 2003; Treasurer of Strong Service Corporation since April 1999; Treasurer and Assistant Secretary of Strong Investor Services, Inc., since July 2001; and Manager of the Financial Management and Sales Reporting Systems department of the Advisor from May 1997 to April 1999.

Thomas M. Zoeller (DOB 2-21-64), Vice President of the Strong Funds since October 1999.

Mr. Zoeller has been Executive Vice President of the Advisor since April 2001; Chief Financial Officer of the Advisor since February 1998; Secretary of the Advisor from December 2001 to November 2002; Member of the Office of the Chief Executive of Strong Financial Corporation since May 2001; Chief Financial Officer and Treasurer of Strong Investments, Inc., since October 1993; Executive Vice President of Strong Investor Services, Inc., since July 2001; Secretary of Strong Investor Services, Inc., from July 2001 to May 2003; Executive Vice President, Chief Financial Officer, and Secretary of Strong Service Corporation since December 2001; Treasurer of Strong Service Corporation from September 1996 to April 1999; Vice President of Strong Service Corporation from April 1999 to December 2001; Member of the Office of the Chief Executive of the Advisor from November 1998 until May 2001; and Senior Vice President of the Advisor from February 1998 to April 2001.

Except for Messrs. Davis, Kritzik, Malicky, and Vogt, the address of all of the Directors and Officers is P.O. Box 2936, Milwaukee, WI 53201. Mr. Davis’s address is 161 North La Brea, Inglewood, CA 90301. Mr. Kritzik’s address is 1123 North Astor Street, Milwaukee, WI 53202. Mr. Malicky’s address is 4608 Turnberry Drive, Lawrence, KS 66047. Mr. Vogt’s address is P.O. Box 7657, Avon, CO 81620.

The statement of additional information contains additional information about fund directors and officers and is available without charge, upon request, by calling 1-800-368-3863.

73

NOTES

74

Directors

Willie D. Davis

Gordon B. Greer

Stanley Kritzik

Neal Malicky

William F. Vogt

Officers

Phillip O. Peterson, President (effective January 2004)

Thomas M. Zoeller, Vice President

Richard W. Smirl, Vice President and Secretary

Christopher O. Petersen, Vice President and Assistant Secretary

Gilbert L. Southwell III, Assistant Secretary

John W. Widmer, Treasurer

Ane K. Ohm, Anti-Money Laundering Compliance Officer

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

State Street Bank and Trust Company

801 Pennsylvania Avenue, Kansas City, Missouri 64105

Transfer Agent and Dividend-Disbursing Agent

Strong Investor Services, 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

Strong Investments

P.O. Box 2936    |    Milwaukee, WI 53201

www.Strong.com

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

To receive a free copy of the policies and

procedures the funds use to determine

how to vote proxies relating to portfolio

securities, call 1-800-368-3863, or visit the

Securities and Exchange Commission’s

web site at www.sec.gov

If you are a Financial Professional,

call 1-800-368-1683

Visit our web site at

www.Strong.com

This report does not constitute an offer for the sale of securities. Strong Funds are offered for sale by prospectus only. Securities are offered through Strong Investments, Inc. RT40968 02-04

AGRO/WH2150 12-03

Item 1.    Reports to Shareholders

ANNUAL REPORT    |    December 31, 2003

Strong

Sector

Funds

Strong Energy Fund

Strong Technology 100 Fund

ANNUAL REPORT    |    December 31, 2003

Strong

Sector

Funds

Table of Contents

Investment Reviews
Strong Energy Fund	2
Strong Technology 100 Fund	4
Financial Information
Schedules of Investments in Securities
Strong Energy Fund	6
Strong Technology 100 Fund	6
Statements of Assets and Liabilities	8
Statements of Operations	9
Statements of Changes in Net Assets	10
Financial Highlights	11
Notes to Financial Statements	12
Report of Independent Auditors	19
Directors and Officers	20

A Few Words From Dick Weiss

Market Update — January 1, 2003, to December 31, 2003

One of the great strengths of Strong Capital Management, Inc. (“Strong”), is the autonomy of its different investment teams. Unlike so many institutions where a single investment philosophy predominates and stock selection is done by committee, Strong is comprised of highly independent investment teams with individual philosophies and practices.

This independence notwithstanding, the investment teams share a common objective — adding value for shareholders.

Despite the turmoil surrounding the mutual fund industry and our firm during the last quarter of 2003, Strong’s investment teams performed admirably. According to Lipper, 74 percent of the Strong Funds beat their respective peer indices since their inception.*

Indeed, 2003 turned out to be a better year than anticipated by the investment world. In October of 2002, the market bottomed, and then began a steady advance upward into 2003. Troubled by the prospect of military conflict with Iraq, the market turned down in January and bottomed again in March. Once the outcome in Iraq

Economic Growth Rebounded in 2003

* Results are based on total returns. 110 of 149 funds, including separate share classes, outperformed their Lipper Peer Indices since the funds’ inception through 12-31-03. Investment values fluctuate. Results will vary for other time periods. Does not include effect of any loads (as applicable).

(Continued on next page)

became clear, the market anticipated the major business recovery that materialized in the third and fourth quarters, and resumed its forward march. The S&P 500 Index, Dow Jones Industrial Average, and Nasdaq moved up smartly for the remainder of the year.

It was, in effect, a rising tide that lifted many boats. Stocks that had been especially battered by the three-year bear market — either because the market assumed their business models were broken or because they had been pushed to the edge of bankruptcy — enjoyed dramatic recoveries. Once it became clear that the economy had bottomed, many of the most downtrodden stocks rebounded like coiled springs and rose appreciably in the second half of 2003. This is a phenomenon that has typically occurred after tough bear markets and has generally lasted around 6-8 months. I believe we are approaching the end of this phase.

In some instances, I believe going against conventional wisdom in 2004 will spell the difference between average and exceptional performance. For example:

• Popular opinion has it that manufacturing — a sector which has suffered for roughly 30 years —will continue to falter in 2004. I disagree. It appears that 2004 may shape up to be the first synchronized global economic recovery in years. That, combined with a weak dollar, should make U.S. manufacturing goods increasingly competitive around the world and bolster the sector’s overall results.

• The energy sector, which significantly underperformed in 2003, looks promising as well. While it participated in the fourth quarter rally, it lagged for the year and was nearing an all-time low, as a percentage of the S&P 500 Index. Energy prices were stronger than most observers expected in 2003. Given the likely increase in demand as the global economy expands, energy prices should remain at the upper end of their normal trading range. This scenario would allow individual energy stocks to play catch-up.

Here at home, the U.S. economy shows unmistakable signs of strengthening. Job growth is gaining momentum. Consumer confidence quite clearly is on the rise. All in all, it’s an encouraging combination.

If you accept the premise that there will be a wider divergence of performance this year, diversification becomes essential. It’s going to be harder to make money in 2004 than it was in 2003. But in a market environment where a rising tide will not lift all issues indiscriminately, diversified mutual funds can be a sound and sensible investment option.

Consumer Confidence Increased in 2003

Thank you for investing with Strong.

Richard T. Weiss

Vice Chairman

Strong Financial Corporation

Strong Energy Fund

The Strong Energy Fund underperformed the broader market averages in 2003. The Fund returned 21.18% for the year ended December 31, 2003, while the S&P 500 Index, the Fund’s broad-based benchmark, returned 28.67%. Our underperformance largely reflects a historical trend of how stocks in the energy sector perform relative to the broader market. In environments like 2003, when the markets are emerging from a period of negative returns, it is typical for energy stocks to underperform the broader market.

A strong first quarter for the sector was followed by weaker returns during the spring and summer. Throughout the second half of the year, oil prices trended higher due to the improving economy, higher natural gas prices, effective management by OPEC, and continuing uncertainties in Iraq, Venezuela, and Nigeria. Equity prices for energy companies increased, reflecting the possibility these factors would have positive long-term implications for these companies and the broader industry. The fourth quarter was particularly strong.

Factors supporting energy stocks

The primary conditions driving returns in the energy sector, and for the Fund, in 2003 included political instability in oil-producing countries, an improving economy, the recognition by investors of China’s impact on the world’s natural resources, and OPEC’s consistent ability to manage oil prices.

Throughout the year, we consistently remained positive on the environment for energy stocks. As a result, the Fund continued to emphasize companies that focus on exploration and production (that is, companies that add value through new discoveries or acquisitions), as well as oil service stocks. These areas are what we consider to be the growth areas of energy. While they offer opportunities, they also present more volatility than other slower-growing or non-growing areas of the energy market. This allocation is consistent with our conviction that oil and natural gas reserves are valuable assets, and that the world supply of oil and the North American natural gas production outlook are both very tight.

Weaker companies offered stronger performance

The strongest performing sectors of the market were those that had been most damaged by the preceding three-year bear market. These included such areas as technology, telecommunications, and distressed pipeline companies. As investors reacted positively to lower interest rates, stronger-than-expected economic growth, lower tax rates, and liquidity from the Federal Reserve, investors’ interest shifted to these and other higher-risk, lower-quality sectors. Higher-quality areas of the market — those populated by companies with good balance sheets and solid economic and profit outlooks — underperformed lower-priced, bounce-back stocks. Because we prefer higher-quality companies for the portfolio, this trend partially contributed to our underperformance.

As the year came closer to its end, energy stocks — including higher-quality companies in the sector — experienced improving relative performance. This was the result of the growing recognition that the strengthening economy, continued historically low interest rates, and solid energy demand were soon to be followed by consistently stronger prices for natural gas and oil. These economic variables, combined with lower relative price/earnings ratios, helped to trigger the shift in investor interest toward energy stocks as the year came to a close.

We anticipate that the economic recovery in the U.S. and other parts of the world will increase demand for oil and natural gas. In this environment, there are certain types of energy companies that we believe are best-positioned to benefit greatly now and in the future: the companies that already own reserves of these fuels and thus can increase production, and the firms that provide the goods and services these producers need to bring their reserves out of the ground and to market. This outlook has been a consistent element of our investment approach, and thus we did not need to make any substantial shifts in the Fund’s sector weightings over the period. We made only minor changes among our individual holdings.

Our view for the year ahead

We remain modestly positive in our outlook for 2004. Valuations of energy stocks remain relatively attractive, energy companies’ profit outlook is continuing to improve, and their balance sheets should position them to support their expected growth through internal sources. We believe all the positive factors that supported energy stocks in 2003 should lead to further price appreciation in the months to come.

We appreciate your continued investment in the Strong Energy Fund.

J. Richard Walton

Portfolio Manager

2

Fund Highlights

Your Fund’s Approach

The Fund invests in the stocks of companies involved in the discovery, development, production, generation, transmission, refinement, measurement, or distribution of energy. It focuses on large- and medium-capitalization companies that pay current dividends and whose earnings are expected to improve.

Average Annual Total Returns

As of 12-31-03

Investor Class
1-year	21.18	%
3-year	-2.04	%
5-year	10.07	%
Since Fund Inception (9-30-97)	2.62	%

Equity funds are volatile investments and should only be considered for long-term goals.

Growth of an Assumed $10,000 Investment^†

From 9-30-97 to 12-31-03

Mention of specific securities in this report is not indicative of whether the Fund may make additional purchases of, sell all or a portion of, or continue to hold those securities.

† 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 S&P 500 Index (“S&P 500”) and the Lipper Natural Resources 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. Current performance may be lower or higher than the quoted performance. Call us or visit www.Strong.com for the most current performance information. The graph and the Average Annual Total Returns table do not reflect the deduction of taxes, if any, that a shareholder would pay on Fund distributions or the redemption of Fund shares.

The Fund’s prospectus and statement of additional information may describe restrictions on the percentage of a particular type or quality of security in which the Fund may invest (“Percentage Restrictions”). Percentage Restrictions apply at the time the Fund purchases a security. Circumstances subsequent to the purchase of the security, such as a change in: (1) the Fund’s assets (e.g., due to cash inflows and redemptions); (2) the market value of the security; or (3) the pricing, liquidity, or rating of the security, may cause the Fund to exceed or fall short of the Percentage Restriction. If this happens, the Fund’s continued holding of the security will not constitute a violation of the Percentage Restriction.

From time to time, the Fund’s advisor and/or administrator has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.

The Strong Energy Fund concentrates its assets in energy companies. As a result, the Fund’s shares are likely to fluctuate in value more than those of a fund investing in a broader range of securities.

* The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market value weighted index (stock price times number of shares outstanding), with each stock’s weight in the Index proportionate to its market value. The Lipper Natural Resources Funds Index is the average of the 30 largest funds in the Lipper Natural Resources Funds Category. These funds invest primarily in natural resources stocks. Source of the S&P index data is Standard & Poor’s Micropal. Source of the Lipper index is Lipper Inc.

3

Strong Technology 100 Fund

The year 2003 was a very strong year for technology stocks, contributing to solid performance for the Strong Technology 100 Fund. For the year ended December 31, 2003, the Fund posted a return of 46.28%, placing it well ahead of its broad-based benchmark, the S&P 500 Index, which returned 28.67%.

A shifting trend over the year

At the beginning of the year, investor sentiment toward the technology sector was quite negative. Among the factors driving this sentiment were uncertainty related to the Iraqi conflict, concern over the ability of companies to meet earnings estimates, and the negative effects of SARS on technology-heavy markets in Asia. Additionally, several brief rallies in technology stocks over the past three years had caused many to be wary of signs of improvement in technology stocks. We kept the Fund in a defensive posture throughout the first half of the year, holding a larger cash position as well as less aggressive stocks.

In the spring, as the Iraq situation improved and SARS concerns abated, demand in the affected regions began to show a significant rebound. Technology investors began to embrace the prospect of a rebound in the year’s second half in earnest. Investors were willing to take on more risk, causing small-cap, leveraged growth stocks to outperform more conservative large-cap value stocks. Our defensive positioning caused the Fund to underperform the technology sector average in April and May, though we began to reposition the Fund in light of the changing environment.

Starting in June, the Fund was fully invested in aggressive, small-cap technology stocks with solid product cycles, improving fundamentals, and the potential for rising earnings. This helped our performance significantly in June, July, and August, but hurt somewhat during a market correction in September. We added to the Fund’s bullish posture, which helped us to do well in October and the first half of November. At that point, technology stocks, particularly those in the semiconductor area, experienced a significant correction that lasted into December, again hurting our performance.

Many reasons for bullishness

Our move to a more aggressive posture was motivated by a number of factors. Expectations going into second-quarter earnings season were low, meaning investors probably would not be unpleasantly surprised. Stock valuations were very attractive, while company fundamentals were improving. Subsiding geopolitical concerns also suggested that the timing for a bolder approach to the market was warranted. This change in our tack exemplifies the Fund’s investment process. We like to triangulate — look at the three factors of market sentiment, stock valuations, and company fundamentals in an attempt to detect emerging market shifts.

With regard to sentiment, we apply a contrarian approach: we view too much optimism as a bearish sign, and too much pessimism as a bullish indicator. To consider stock valuations, we use a proprietary model to determine fair values for individual stocks based on projected sales figures and expected operating margins, and then determine whether companies are trading within these fair values. To assess fundamentals, we use a variety of third-party research, our own company interviews and research, and independent industry data to determine if a company’s fundamental qualities are strengthening or weakening.

When all three factors are favorable, as they were in late May 2003, then we will tend to take a more aggressive approach. On the other hand, if all three parameters are unfavorable, as they were in March 2003, we will put the Fund in a more defensive posture.

As we moved to a more aggressive stance in May, our analysis determined that the data storage, broadband, and Asian wireless markets were subsectors that were worthy of emphasizing in the portfolio. We thus invested in justified overweight positions in such companies as EMC Corporation, Broadcom Corporation, Marvell Technology Group, PMC-Sierra, Corning, and UTStarcom.

Considering the year ahead

The outlook for the technology sector appears to us to be cautiously optimistic. Recent surveys and data points indicate that capital spending as a percentage of revenue may have found a bottom, and corporate profits appear to be on the upswing. In this more positive environment, chief information officers appear at last to be loosening the purse strings on information technology budgets.

The biggest concern we see at this point is whether or not the recent strength is sustainable, or if it just represents a seasonal recovery coming off a protracted downturn. Another issue is that the prices of many technology companies, relative to their earnings, are near peak levels.

4

Fund Highlights

Your Fund’s Approach

The Fund invests in 75 to 125 companies of any size that derive at least 50% of their revenues, expenses, or profits from producing, developing, selling, using, or distributing technology products or services. The manager may use a risk management tool to attempt to limit the difference between the Fund’s return and the return of a style-specific benchmark.

Average Annual Total Returns

As of 12-31-03

Investor Class
1-year	46.28	%
3-year	-17.47	%
Since Fund Inception (12-31-99)	-18.01	%

Equity funds are volatile investments and should only be considered for long-term goals.

Growth of an Assumed $10,000 Investment^†

From 12-31-99 to 12-31-03

Mention of specific securities in this report is not indicative of whether the Fund may make additional purchases of, sell all or a portion of, or continue to hold those securities.

† 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 S&P 500 Index (“S&P 500”) and the Lipper Science & Technology 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. Current performance may be lower or higher than the quoted performance. Call us or visit www.Strong.com for the most current performance information. The graph and the Average Annual Total Returns table do not reflect the deduction of taxes, if any, that a shareholder would pay on Fund distributions or the redemption of Fund shares.

The Fund’s prospectus and statement of additional information may describe restrictions on the percentage of a particular type or quality of security in which the Fund may invest (“Percentage Restrictions”). Percentage Restrictions apply at the time the Fund purchases a security. Circumstances subsequent to the purchase of the security, such as a change in: (1) the Fund’s assets (e.g., due to cash inflows and redemptions); (2) the market value of the security; or (3) the pricing, liquidity, or rating of the security, may cause the Fund to exceed or fall short of the Percentage Restriction. If this happens, the Fund’s continued holding of the security will not constitute a violation of the Percentage Restriction.

From time to time, the Fund’s advisor and/or administrator has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.

The Fund has a redemption fee of 1.00 percent against shares held for less than one month.

The Fund concentrates its assets in the technology market sector. As a result, the Fund’s shares are likely to fluctuate in value more than those of a fund investing in a broader range of securities.

* The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market value weighted index (stock price times number of shares outstanding), with each stock’s weight in the Index proportionate to its market value. The Lipper Science and Technology Funds Index is the average of the 30 largest funds in the Lipper Science and Technology Funds Category. These funds invest primarily in science and technology stocks. Source of the S&P index data is Standard & Poor’s Micropal. Source of the Lipper index data is Lipper Inc.

In order for the stock price to appreciate much more, there will need to be further, meaningful earnings growth. At this point, our guarded optimism is causing us to keep our more aggressive stance, as we believe further economic recovery could aid companies’ ability to generate those higher earnings.

Thank you for your investment in the Strong Technology 100 Fund. We appreciate the confidence you’ve placed in us.

Rimas Milaitis

Portfolio Manager

5

SCHEDULES OF INVESTMENTS IN SECURITIES December 31, 2003

STRONG ENERGY FUND

	Shares or Principal Amount		Value (Note 2)
Common Stocks 93.3%
Oil & Gas - Canadian Exploration & Production 4.4%
Talisman Energy, Inc.		9,000	$	509,400
Oil & Gas - Drilling 7.1%
ENSCO International, Inc.		10,000		271,700
Nabors Industries, Ltd. (b)		4,500		186,750
Noble Corporation (b)		10,000		357,800
				816,250
Oil & Gas - Field Services 4.7%
Schlumberger, Ltd.		10,000		547,200
Oil & Gas - International Exploration & Production 28.2%
ChevronTexaco Corporation		7,500		647,925
ConocoPhillips		8,000		524,560
Exxon Mobil Corporation		15,000		615,000
Murphy Oil Corporation		9,000		587,790
Royal Dutch Petroleum Company - New York Shares		11,500		602,485
Total SA Sponsored ADR		3,000		277,530
				3,255,290
Oil & Gas - International Specialty 1.6 %
Unocal Corporation		5,000		184,150
Oil & Gas - Machinery/Equipment 7.9%
Cooper Cameron Corporation (b)		10,000		466,000
Smith International, Inc. (b)		10,500		435,960
				901,960
Oil & Gas - Refining/Marketing 1.6%
Valero Energy Corporation		4,000		185,360
Oil & Gas - United States Exploration & Production 26.4%
Anadarko Petroleum Corporation		10,000		510,100
Apache Corporation		3,500		283,850
Devon Energy Corporation		8,000		458,080
EOG Resources, Inc.		7,500		346,275
Newfield Exploration Company (b)		5,000		222,700
Noble Energy, Inc.		11,000		488,730
Occidental Petroleum Corporation		6,000		253,440
Pioneer Natural Resources Company (b)		5,000		159,650
Spinnaker Exploration Company (b)		10,000		322,700
				3,045,525
Oil & Gas - United States Integrated 7.7%
Questar Corporation		13,000		456,950
Western Gas Resources, Inc.		9,000		425,250
				882,200
Utility - Gas Distribution 3.7%
Equitable Resources, Inc.		10,000		429,200
Total Common Stocks (Cost $7,631,155)				10,756,535
Short-Term Investments (a) 7.1 %
Repurchase Agreements
ABN AMRO Inc. (Dated 12/31/03), 0.95%, Due 1/02/04 (Repurchase proceeds $300,016); Collateralized by: United States Government & Agency Issues (c)	$	300,000		300,000
State Street Bank (Dated 12/31/03), 0.75%, Due 1/02/04 (Repurchase proceeds $513,521); Collateralized by: United States Government & Agency Issues (c)	$	513,500	$	513,500
Total Short-Term Investments (Cost $813,500)				813,500
Total Investments in Securities (Cost $8,444,655) 100.4%				11,570,035
Other Assets and Liabilities, Net (0.4%)				(46,236	)
Net Assets 100.0%			$	11,523,799

STRONG TECHNOLOGY 100 FUND

	Shares or Principal Amount	Value (Note 2)
Common Stocks 99.0%
Aerospace - Defense 3.0%
Lockheed Martin Corporation	62,100	$	3,191,940
Raytheon Company	62,000		1,862,480
			5,054,420
Aerospace - Defense Equipment 1.2%
Goodrich Corporation	67,145		1,993,535
Commercial Services - Miscellaneous 1.9%
Automatic Data Processing, Inc.	61,575		2,438,986
Paychex, Inc.	20,310		755,532
			3,194,518
Computer - Data Storage 2.5%
EMC Corporation (b)	100,370		1,296,780
Network Appliance, Inc. (b)	63,975		1,313,407
Storage Technology Corporation (b)	61,500		1,583,625
			4,193,812
Computer - Integrated Systems 1.4%
NCR Corporation (b)	61,395		2,382,126
Computer - IT Services 5.7%
Computer Sciences Corporation (b)	65,035		2,876,498
International Business Machines Corporation	61,780		5,725,770
Unisys Corporation (b)	64,680		960,498
			9,562,766
Computer - Local Networks 3.9%
Cisco Systems, Inc. (b)	116,635		2,833,064
Foundry Networks, Inc. (b)	58,355		1,596,593
Juniper Networks, Inc. (b)	111,625		2,085,155
			6,514,812
Computer - Manufacturers 3.0%
Apple Computer, Inc. (b)	64,860		1,386,058
Dell, Inc. (b)	63,630		2,160,875
Hewlett-Packard Company	63,135		1,450,211
			4,997,144
Computer - Software Design 1.8%
Mentor Graphics Corporation (b)	67,675		983,994
Synopsys, Inc. (b)	61,955		2,091,601
			3,075,595
Computer Software - Desktop 2.4%
Adobe Systems, Inc.	58,820		2,311,626
Microsoft Corporation	61,605		1,696,602
			4,008,228
Computer Software - Education/Entertainment 1.5%
Electronic Arts, Inc. (b)	53,760		2,568,653

6

STRONG TECHNOLOGY 100 FUND (continued)

	Shares or Principal Amount			Value (Note 2)
Computer Software - Enterprise 9.8%
Computer Associates International, Inc.		44,440		$	1,214,989
Mercury Interactive Corporation (b)		31,740			1,543,834
Novell, Inc. (b)		58,800			618,576
Oracle Systems Corporation (b)		62,305			822,426
PeopleSoft, Inc. (b)		64,860			1,478,808
SAP AG Sponsored ADR		89,850			3,734,166
Siebel Systems, Inc. (b)		142,210			1,972,453
Sybase, Inc. (b)		52,715			1,084,875
VERITAS Software Corporation (b)		109,850			4,082,026
					16,552,153
Computer Software - Financial 1.9%
DST Systems, Inc. (b)		47,740			1,993,622
Sungard Data Systems, Inc. (b)		41,680			1,154,953
					3,148,575
Computer Software - Security 1.4%
Symantec Corporation (b)		68,270			2,365,556
Diversified Operations 1.7%
Agilent Technologies, Inc. (b)		58,435			1,708,639
Time Warner, Inc. (b)		64,330			1,157,297
					2,865,936
Electronics - Scientific Measuring 1.0%
Teradyne, Inc. (b)		63,185			1,608,058
Electronics - Semiconductor Manufacturing 22.9%
Advanced Micro Devices, Inc. (b)		58,875			877,237
Analog Devices, Inc.		64,330			2,936,664
Applied Materials, Inc. (b)		110,250			2,475,113
Cypress Semiconductor, Inc. (b)		64,595			1,379,749
Intel Corporation		90,745			2,921,989
KLA-Tencor Corporation (b)		65,825			3,861,953
Kulicke & Soffa Industries, Inc. (b)		108,725			1,563,466
Lam Research Corporation (b)		62,585			2,021,496
Linear Technology Corporation		80,505			3,386,845
LSI Logic Corporation (b)		62,745			556,548
Maxim Integrated Products, Inc.		62,395			3,107,271
Micron Technology, Inc. (b)		62,305			839,248
National Semiconductor Corporation (b)		78,005			3,074,177
Novellus Systems, Inc. (b)		64,770			2,723,579
Silicon Laboratories, Inc. (b)		15,600			674,232
Standard Microsystems Corporation (b)		44,000			1,113,200
Texas Instruments, Inc.		70,455			2,069,968
Vitesse Semiconductor Corporation (b)		65,385			383,810
Xilinx, Inc. (b)		64,000			2,479,360
					38,445,905
Financial Services - Miscellaneous 0.8%
First Data Corporation		32,000			1,314,880
Internet - Content 3.1%
Yahoo! Inc. (b)		115,775			5,229,557
Internet - Software 0.4%
BEA Systems, Inc. (b)		61,250			753,375
Medical - Biomedical/Biotechnology 8.4%
Amgen, Inc. (b)		62,625			3,870,225
Biogen Idec, Inc. (b)		72,363			2,661,511
Chiron Corporation (b)		60,390			3,441,626
Genzyme Corporation (b)		64,020			3,158,747
Medimmune, Inc. (b)		40,000			1,016,000
					14,148,109
Medical - Genetics 4.8%
Genentech, Inc. (b)		86,825			8,124,215
Medical - Products 6.2%
Biomet, Inc.		54,500		$	1,984,344
Boston Scientific Corporation (b)		53,680			1,973,277
Medtronic, Inc.		32,100			1,560,381
Millipore Corporation (b)		27,995			1,205,185
St. Jude Medical, Inc. (b)		60,925			3,737,749
					10,460,936
Medical - Systems/Equipment 0.6%
Applera Corporation-Applied Biosystems Group		44,970			931,329
Telecommunications - Equipment 5.1%
Alcatel SA ADR (b)		64,680			831,137
Motorola, Inc.		68,115			958,378
Nokia Corporation Sponsored ADR		56,675			963,475
Qualcomm, Inc.		65,690			3,542,662
Scientific-Atlanta, Inc.		63,010			1,720,173
Tellabs, Inc. (b)		62,100			523,503
					8,539,328
Telecommunications - FiberOptics 1.2%
Ciena Corporation (b)		62,835			417,224
Corning, Inc. (b)		151,890			1,584,213
					2,001,437
Telecommunications - Wireless Services 1.4%
Nextel Communications, Inc. Class A (b)		84,800			2,379,488
Total Common Stocks (Cost $122,777,705)					166,414,446
Short-Term Investments (a) 5.5%
Collateral Received for Securities Lending (d) 5.4%
Navigator Prime Portfolio		9,184,369			9,184,369
Repurchase Agreements 0.1%
State Street Bank (Dated 12/31/03), 0.75%, Due 1/02/04 (Repurchase proceeds $100,304); Collateralized by: United States Government & Agency Issues (c)	$	100,300			100,300
Total Short-Term Investments (Cost $9,284,669)					9,284,669
Total Investments in Securities (Cost $132,062,374)		104.5	%		175,699,115
Other Assets and Liabilities, Net (4.5%)					(7,578,283	)
Net Assets 100.0%				$	168,120,832

WRITTEN OPTIONS ACTIVITY

	Contracts		Premiums
Options outstanding at beginning of year	—		$	—
Options written during the year	710			22,151
Options closed	(710	)		(22,151	)
Options expired	—			—
Options exercised	—			—
Options outstanding at end of year	—		$	—

LEGEND

(a) Short-term investments include any security which has a remaining maturity of less than one year and investments in money market funds.

(b) Non-income producing security.

(c) See Note 2(J) of Notes to Financial Statements.

(d) See Note 2(K) of Notes to Financial Statements.

Percentages are stated as a percent of net assets.

See Notes to Financial Statements.

7

STATEMENTS OF ASSETS AND LIABILITIES

December 31, 2003

	(In Thousands, Except Per Share Amounts)
	Strong Energy Fund			Strong Technology 100 Fund
Assets:
Investments in Securities, at Value (Cost of $8,445 and $132,062, respectively)	$	11,570		$	175,699
Receivable for Securities Sold		—			6,890
Receivable for Fund Shares Sold		10			13
Dividends and Interest Receivable		4			54
Other Assets		10			10
Total Assets		11,594			182,666
Liabilities:
Payable for Securities Purchased		—			5,082
Payable for Fund Shares Redeemed		60			83
Payable Upon Return of Securities on Loan		—			9,184
Accrued Operating Expenses and Other Liabilities		10			196
Total Liabilities		70			14,545
Net Assets	$	11,524		$	168,121
Net Assets Consist of:
Capital Stock (Par Value and Paid-in Capital)	$	12,062		$	405,332
Undistributed Net Investment Income (Loss)		—			—
Undistributed Net Realized Gain (Loss)		(3,663	)		(280,848	)
Net Unrealized Appreciation (Depreciation)		3,125			43,637
Net Assets	$	11,524		$	168,121
Capital Shares Outstanding (Unlimited Number Authorized)		983			37,173
Net Asset Value Per Share	$	11.73		$	4.52

See Notes to Financial Statements.

8

STATEMENTS OF OPERATIONS

For the Year Ended December 31, 2003

	(In Thousands)
	Strong Energy Fund			Strong Technology 100 Fund
Income:
Dividends (net of foreign withholding taxes of $6 and $5, respectively)	$	159		$	383
Interest		8			40
Total Income		167			423
Expenses:
Investment Advisory Fees		95			1,154
Administrative Fees		38			461
Custodian Fees		1			17
Shareholder Servicing Costs		71			1,536
Reports to Shareholders		12			314
Federal and State Registration Fees		15			21
Other		18			64
Total Expenses before Expense Offsets		250			3,567
Expense Offsets (Note 4)		(10	)		(536	)
Expenses, Net		240			3,031
Net Investment Income (Loss)		(73	)		(2,608	)
Realized and Unrealized Gain (Loss):
Net Realized Gain (Loss) on:
Investments		162			(20,372	)
Written Options		—			(99	)
Net Realized Gain (Loss)		162			(20,471	)
Net Change in Unrealized Appreciation/Depreciation on Investments		2,083			84,218
Net Gain (Loss) on Investments		2,245			63,747
Net Increase (Decrease) in Net Assets Resulting from Operations	$	2,172		$	61,139

See Notes to Financial Statements.

9

STATEMENTS OF CHANGES IN NET ASSETS

	(In Thousands)
	Strong Energy Fund						Strong Technology 100 Fund
	Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002			Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002
Operations:
Net Investment Income (Loss)	$	(73	)	$	(115	)	$	(2,608	)	$	(2,696	)
Net Realized Gain (Loss)		162			(2,060	)		(20,471	)		(14,758	)
Net Change in Unrealized Appreciation/Depreciation		2,083			190			84,218			(53,468	)
Net Increase (Decrease) in Net Assets Resulting from Operations		2,172			(1,985	)		61,139			(70,922	)
Distributions From Net Investment Income		—			(1	)		—			—
Capital Share Transactions (Note 8):
Net Increase (Decrease) in Net Assets from Capital Share Transactions		(4,583	)		(746	)		(19,671	)		39,143
Total Increase (Decrease) in Net Assets		(2,411	)		(2,732	)		41,468			(31,779	)
Net Assets:
Beginning of Year		13,935			16,667			126,653			158,432
End of Year	$	11,524		$	13,935		$	168,121		$	126,653
Undistributed Net Investment Income (Loss)	$	—		$	—		$	—		$	—

See Notes to Financial Statements.

10

FINANCIAL HIGHLIGHTS

STRONG ENERGY FUND

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001			Dec. 31, 2000(b)			Oct. 31, 2000			Oct. 31, 1999
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	9.68		$	10.82		$	12.48		$	10.98		$	8.62		$	7.79
Income From Investment Operations:
Net Investment Income (Loss)		(0.07	)		(0.08	)		(0.03	)		0.00	(c)		(0.02	)		(0.02	)
Net Realized and Unrealized Gains (Losses) on Investments		2.12			(1.06	)		(1.63	)		1.50			2.38			0.86
Total from Investment Operations		2.05			(1.14	)		(1.66	)		1.50			2.36			0.84
Less Distributions:
From Net Investment Income		—			(0.00	)(c)		—			—			—			—
In Excess of Net Investment Income		—			—			—			—			—			(0.01	)
Total Distributions		—			(0.00	)(c)		—			—			—			(0.01	)
Net Asset Value, End of Period	$	11.73		$	9.68		$	10.82		$	12.48		$	10.98		$	8.62
Ratios and Supplemental Data
Total Return		+21.2	%		-10.5	%		-13.3	%		+13.7	%		+27.4	%		+10.8	%
Net Assets, End of Period (In Millions)	$	12		$	14		$	17		$	15		$	11		$	6
Ratio of Expenses to Average Net Assets before Expense Offsets		2.0	%		2.0	%		1.8	%		1.8	%*		1.9	%		2.0	%
Ratio of Expenses to Average Net Assets		1.9	%		2.0	%		1.8	%		1.8	%*		1.8	%		2.0	%
Ratio of Net Investment Income (Loss) to Average Net Assets		(0.6	)%		(0.7	)%		(0.2	)%		0.2	%*		(0.3	)%		(0.3	)%
Portfolio Turnover Rate		22.1	%		53.8	%		52.3	%		9.3	%		51.4	%		55.4	%

STRONG TECHNOLOGY 100 FUND

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001			Dec. 31, 2000
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	3.09		$	4.81		$	8.04		$	10.00
Income From Investment Operations:
Net Investment Income (Loss)		(0.07	)		(0.07	)		(0.10	)		(0.11	)
Net Realized and Unrealized Gains (Losses) on Investments		1.50			(1.65	)		(3.13	)		(1.85	)
Total from Investment Operations		1.43			(1.72	)		(3.23	)		(1.96	)
Less Distributions:
From Net Investment Income		—			—			—			—
Total Distributions		—			—			—			—
Net Asset Value, End of Period	$	4.52		$	3.09		$	4.81		$	8.04
Ratios and Supplemental Data
Total Return		+46.3	%		-35.8	%		-40.2	%		-19.6	%
Net Assets, End of Period (In Millions)	$	168		$	127		$	158		$	248
Ratio of Expenses to Average Net Assets before Expense Offsets		2.3	%		2.6	%		2.2	%		1.6	%
Ratio of Expenses to Average Net Assets		2.0	%		2.2	%		2.2	%		1.6	%
Ratio of Net Investment Income (Loss) to Average Net Assets		(1.7	)%		(1.9	)%		(1.9	)%		(1.3	)%
Portfolio Turnover Rate		177.7	%		96.0	%		558.1	%		688.4	%

* Calculated on an annualized basis.

(a) Information presented relates to a share of capital stock of the Fund outstanding for the entire period.

(b) In 2000, the Fund changed its fiscal year-end from October to December.

(c) Amount calculated is less than $0.005.

See Notes to Financial Statements.

11

NOTES TO FINANCIAL STATEMENTS

December 31, 2003

1. Organization

The accompanying financial statements represent the following Strong Sector Funds (the “Funds”), each with its own investment objectives and policies:

• Strong Energy Fund (a series fund of Strong Conservative Equity Funds, Inc.)

• Strong Technology 100 Fund (a series fund of Strong Equity Funds, Inc.)

Each Fund is a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended (“1940 Act”).

Strong Energy Fund and Strong Technology 100 Fund offer Investor Class shares, which are available to the general public.

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 — Securities of the Funds traded on a national securities exchange are valued each business day at the last sales price. Securities traded on the NASDAQ Stock Market are valued each business day using the NASDAQ Official Closing Price (“NOCP”). Exchange-traded securities for which there were no transactions and NASDAQ-traded securities for which there is no NOCP are valued at the mean of the bid and ask prices. Securities for which market quotations are not readily available are fair valued as determined in good faith under the general supervision of the Board of Directors. Some of the Fund’s portfolio securities may be listed on foreign exchanges that close before the U.S. markets and that trade on days when the U.S. markets are closed. As a result, management, under the supervision of the Strong Funds’ Board of Directors, will consider significant events affecting foreign securities and the movements of the domestic markets that occur after the close of the foreign markets and before the time a Fund’s net asset value (“NAV”) is calculated in valuing such foreign securities. Securities that are purchased within 60 days of their stated maturity are valued at amortized cost, which approximates fair value.

The Funds may own certain securities that are restricted as to resale. Restricted securities include Section 4(2) commercial paper, securities issued in a private placement, or securities eligible for resale pursuant to Rule 144A under the Securities Act of 1933. Restricted securities may be determined to be liquid or illiquid based upon guidelines established by the Funds’ Board of Directors. Illiquid securities are valued after giving due consideration to pertinent factors, such as recent private sales, market conditions, and the issuer’s financial performance. The Funds held no restricted and illiquid securities at December 31, 2003.

(B) Federal Income and Excise Taxes and Distributions to Shareholders — The Funds intend to comply with the requirements of the Internal Revenue Code of 1986, as amended, 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 recorded.

Undistributed income or net realized gains for financial statement purposes may differ from what is determined for federal income tax purposes due to differences in the timing, recognition and characterization of income, and expense and capital gain items for financial statement and tax purposes. Where appropriate, reclassifications between net asset accounts are made for such differences that are permanent in nature. The Funds may utilize earnings and profits distributed to shareholders on redemption of shares as part of the dividends paid deduction.

Each Fund generally pays dividends from net investment income and distributes net realized capital gains, if any, at least 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, foreign currencies, or interest rates. The use of these instruments involves certain risks, including the possibility that the value of the underlying assets or indices fluctuate, the derivative becomes illiquid, imperfect correlation exists between the value of the derivative and the underlying assets or indices, or that the counterparty fails to perform its obligations when due.

Investments in foreign-denominated assets or forward currency contracts may involve greater risks than domestic investments due to currency rate fluctuations, political and economic instability, different financial reporting standards and taxes, less liquidity, less strict regulation of securities markets, and smaller markets with lower trading volume.

12

(E) Futures — Upon entering into a futures contract, the Funds deposit in a segregated account with their custodian, in the name of the broker, cash and/or other liquid investments equal to the minimum “initial margin” requirements of the exchange. Each Fund designates liquid securities 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 futures contract. Such receipts or payments are known as “variation margin” and are recorded as unrealized gains or losses. When the futures contract is closed, a realized gain or loss is recorded equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.

(F) Options — The 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 that is subsequently adjusted daily to the current market value of the option. Changes between the initial premiums received and the current market value of the options are recorded as unrealized gains or losses. When an option is closed, expired or exercised, 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 written option, although any potential loss during the period would be reduced by the amount of the option premium received by the Funds. The Funds designate liquid securities as collateral on open written options contracts.

(G) Foreign Currency Conversion — Securities and other assets and liabilities initially expressed in foreign currencies are converted daily into U.S. dollars based upon current exchange rates. Purchases and sales of foreign securities and foreign income are converted into 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) Short Positions — The Funds may engage in short sale transactions. For financial statement purposes, an amount equal to the settlement amount is included in the Statement of Assets and Liabilities as an asset and an equivalent liability. The amount of the liability is subsequently marked-to-market to reflect the current value of the short position. Changes between the amount of the liability and the current market value of the short positions are recorded as unrealized gains or losses. The Funds are liable to the buyer for any dividends payable on securities while those securities are in a short position. If the Funds sell securities short while also holding the long position in the security, they may protect unrealized gains, but will lose the opportunity to profit on such securities if the price rises. If the Funds sell securities short when not holding the long position in the security, they will experience a loss if the market price of the security increases between the date of the short sale and date the security is replaced.

(J) Repurchase Agreements — The Funds may enter into repurchase agreements with institutions that the Funds’ investment advisor, Strong Capital Management, Inc. (“Strong” or the “Advisor”), has determined are creditworthy. Each repurchase transaction is recorded at cost, which approximates fair value. The Funds require that the collateral, represented by cash and/or securities (primarily U.S. government securities), in a repurchase transaction be maintained in a segregated account under the control of the Fund’s custodial bank in a manner sufficient to enable the Funds to liquidate those securities in the event of a default of the counterparty. On a daily basis, the Fund’s custodial bank monitors the value of the collateral, including accrued interest, to ensure it is at least equal to the amounts owed to the Funds under each repurchase agreement.

(K) Securities Lending — The Funds have entered into a Securities Lending Agreement (the “Agreement”) with Deutsche Bank, which was subsequently acquired by State Street Bank and Trust Company. Under the terms of the Agreement, the Funds may lend portfolio securities to qualified institutional borrowers in order to earn additional income. The Agreement requires that loans are collateralized at all times by cash and cash equivalents equal to at least 102% of the market value of the aggregate loaned securities, plus accrued interest, and the collateral is marked-to-market daily. Cash collateral received is invested in repurchase agreements, investment funds, government obligations and/or bank obligations.

At December 31, 2003, Strong Technology 100 Fund had securities with a market value of $8,951,267 on loan and had received $9,184,369 in collateral (both are included within Investments in the Statement of Assets and Liabilities). Amounts earned as interest on investments of cash collateral, net of rebates and other securities lending expenses, are included in Interest Income in the Statement of Operations. For the year ended December 31, 2003, this securities lending income totaled $17,725.

13

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2003

The three primary risks associated with securities lending are; a borrower defaulting on its obligation to return the securities loaned resulting in a shortfall on the posted collateral; a principal loss arising from the lending agent’s investment of cash collateral; and the inability of the lending Fund to recall a security in time to exercise valuable voting rights or sell the security. In each case, the lending agent has indemnified the Funds for these types of losses.

(L) Directed Brokerage — The Funds direct certain portfolio trades to brokers who, in turn, pay a portion of the Funds’ expenses not attributable to the Advisor or its affiliates. Such amounts are included in Expense Offsets reported in the Funds’ Statements of Operations and in Note 4.

(M) Earnings Credit Arrangements — Credits are earned on positive cash balances maintained in custodian accounts. These credits serve to reduce the custodian’s fees incurred by the Funds and are included in Expense Offsets reported in the Funds’ Statements of Operations and in Note 4.

(N) Expenses — The Funds and other affiliated Strong Funds contract for certain services on a collective basis. The majority of the expenses are directly identifiable to an individual Fund. Expenses that are not readily identifiable to a specific Fund will be allocated in such a manner as deemed equitable, taking into consideration, among other things, the nature and type of expense and the relative sizes of the Strong Funds.

(O) Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts in these financial statements. Actual results could differ from those estimates.

(P) 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 on the interest method.

(Q) Redemption Fees — Investor Class shares of Strong Technology 100 Fund held for less than one month are subject to a redemption fee of 1.00%, based on the redeemed share’s market value. Redemption fees are paid directly to the Fund. The amount collected for the year is included in Capital Stock reported in the Statements of Assets and Liabilities and in Note 8.

3. Related Party Transactions

The Advisor provides investment advisory and related services to the Funds. Strong Investor Services, Inc. (the “Administrator”), an affiliate of the Advisor, provides administrative, transfer agent and related services to the Funds. Certain officers and, until December 2, 2003, certain directors of the Funds are or were affiliated with the Advisor and the Administrator. Investment advisory and administration fees, which are established by terms of the advisory and administration agreements, are based on the following annualized rates of the average daily net assets of the respective Fund:

	Advisory Fees		Administrative Fees
Strong Energy Fund	0.75	%(1)	0.30	%
Strong Technology 100 Fund	0.75	%(1)	0.30	%

⁽¹⁾ The Investment Advisory fees are 0.75% for assets under $4 billion, 0.725% for the next $2 billion assets, and 0.70% for assets $6 billion and above.

The Funds’ Advisor and/or Administrator may voluntarily waive or absorb certain expenses at their discretion. The Funds’ Advisor and/or Administrator has contractually agreed to waive its fees and/or absorb expenses until May 1, 2004 for the Strong Technology 100 Fund to keep Total Annual Operating Expenses at no more than 2.00%. Transfer agent and related service fees for the Investor Class shares are paid at a rate of $27.00 for each open shareholder account and $4.20 for each closed shareholder account. Transfer agent fees are recorded in Shareholder Servicing Costs in the Funds’ Statement of Operations. The Administrator also allocates to each Fund certain charges or credits resulting from transfer agency banking activities based on each Class’ level of subscription and redemption activity. Transfer Agency Banking Charges allocated to the Funds by the Advisor are included in Other Expenses in the Funds’ Statements of Operations. Transfer Agency Banking Credits allocated by the Administrator, if any, serve to reduce the transfer agent expenses incurred by the Funds and are included in Expense Offsets in the Funds’ Statements of Operations. The Administrator is also compensated for certain other out-of-pocket expenses related to transfer agent services.

Scarborough Investment Advisers LLC manages the equity investments of Strong Energy Fund under a subadvisory agreement with the Advisor. Scarborough is compensated by the Advisor (not the Fund) and bears all of its own expenses in providing subadvisory services.

14

The Funds may invest cash in money market funds managed by the Advisor, subject to certain limitations.

Certain information regarding related party transactions, excluding the effects of waivers and absorptions, for the year ended December 31, 2003, is as follows:

	Payable to/ (Receivable from) Advisor or Administrator at Dec. 31, 2003		Shareholder Servicing and Other Related Expenses Paid to Administrator		Transfer Agency Banking Charges/(Credits)		Unaffiliated Directors’ Fees
Strong Energy Fund	$	6,057	$	71,604	$	922	$	1,001
Strong Technology 100 Fund		164,145		1,541,674		9,400		3,386

4. Expense Offsets

For the year ended December 31, 2003, the expense offsets are as follows:

	Expense Waivers and Absorptions by Advisor			Directed Brokerage Credits			Earnings Credits
Strong Energy Fund	$	(7,300	)	$	(2,215	)	$	(4	)
Strong Technology 100 Fund		(507,690	)		(28,095	)		(81	)

5. Line of Credit

The Strong Funds have established a line of credit agreement (“LOC”) with certain financial institutions, which expires October 8, 2004, 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 LOC. For an individual Fund, borrowings under the LOC are limited to either the lesser of 15% of the market value of the Fund’s total assets or any explicit borrowing limits in the Fund’s registration statement. The principal amount of each borrowing under the LOC is due not more than 45 days after the date of the borrowing. Borrowings under the LOC bear interest based on prevailing market rates as defined in the LOC. A commitment fee of 0.09% per annum is incurred on the unused portion of the LOC and is allocated to all participating Strong Funds based on their net asset value. The Energy Fund had no borrowings under the LOC during the period. During the year ended December 31, 2003, the Technology 100 Fund had an outstanding average daily balance of $301,096 under the LOC. The maximum amount outstanding during the period was $27,700,000. Interest expense for the Technology 100 Fund that had borrowings under the LOC amounted to $5,191 for the year ended December 31, 2003. At December 31, 2003, there were no borrowings by the Funds outstanding under the LOC.

6. Investment Transactions

The aggregate purchases and sales of long-term securities during the year ended December 31, 2003, were as follows:

	Purchases		Sales
Strong Energy Fund	$	2,631,133	$	7,179,489
Strong Technology 100 Fund		264,808,860		283,909,276

There were no purchases or sales of long-term U.S. government securities for the year ended December 31, 2003.

7. Income Tax Information

The following information for the Funds is presented on an income tax basis as of December 31, 2003:

	Cost of Investments		Gross Unrealized Appreciation		Gross Unrealized (Depreciation)			Net Unrealized Appreciation/ (Depreciation) on Investments		Distributable Ordinary Income		Distributable Long-Term Capital Gains
Strong Energy Fund	$	8,466,795	$	3,126,942	$	(23,702	)	$	3,103,240	$	—	$	—
Strong Technology 100 Fund		146,940,516		28,948,393		(189,794	)		28,758,599		—		—

The difference between cost amounts for financial statement and federal income tax purposes is due primarily to timing differences in recognizing certain gains and losses on security transactions.

15

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2003

The tax components of dividends paid during the years ended December 31, 2003 and 2002, capital loss carryovers (expiring in varying amounts through 2011) as of December 31, 2003 and tax basis post-October losses as of December 31, 2003, which are not recognized for tax purposes until the first day of the following fiscal year, are:

	2003 Income Tax Information								2002 Income Tax Information
	Ordinary Income Distributions		Long-Term Capital Gains Distributions		Net Capital Loss Carryovers		Post-October Losses		Ordinary Income Distributions		Long-Term Capital Gains Distributions
Strong Energy Fund	$	—	$	—	$	3,612,032	$	29,071	$	1,026	$	—
Strong Technology 100 Fund		—		—		264,951,400		919,841		—		—

For corporate shareholders in the Funds, the percentages of ordinary dividend income distributed for the year ended December 31, 2003, which is designated as qualifying for the dividends-received deduction, is as follows (unaudited): Strong Energy Fund 0.0% and Strong Technology 100 Fund 0.0%.

For shareholders in the Funds, the percentages of dividend income distributed for the year ended December 31, 2003, which is designated as qualified dividend income under the Jobs and Growth Tax Relief Act of 2003, is as follows (unaudited): Strong Energy Fund 0.0% and Strong Technology 100 Fund 0.0%.

Strong Energy Fund and Strong Technology 100 Fund utilized $13,770 and $0, respectively, of their capital loss carryovers during the year ended December 31, 2003.

16

8. Capital Share Transactions

	Strong Energy Fund
	Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002
Capital Share Transactions of Each of the Funds Were as Follows:
Proceeds from Shares Sold	$	6,020,918		$	12,697,689
Proceeds from Reinvestment of Distributions		—			910
Payment for Shares Redeemed		(10,604,281	)		(13,444,908	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions	$	(4,583,363	)	$	(746,309	)
Transactions in Shares of Each of the Funds Were as Follows:
Sold		584,570			1,189,001
Issued in Reinvestment of Distributions		—			77
Redeemed		(1,041,125	)		(1,290,679	)
Net Increase (Decrease) in Shares of the Fund		(456,555	)		(101,601	)

	Strong Technology 100 Fund
	Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002
Capital Share Transactions of Each of the Funds Were as Follows:
Proceeds from Shares Sold	$	91,358,330		$	77,241,233
Proceeds from Reinvestment of Distributions		—			—
Proceeds from Redemption Fees		18,889			22,139
Payment for Shares Redeemed		(111,048,399	)		(38,120,084	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions	$	(19,671,180	)	$	39,143,288
Transactions in Shares of Each of the Funds Were as Follows:
Sold		25,035,694			18,379,282
Issued in Reinvestment of Distributions		—			—
Redeemed		(28,866,937	)		(10,320,033	)
Net Increase (Decrease) in Shares of the Fund		(3,831,243	)		8,059,249

9. Legal Proceedings

The United States Securities and Exchange Commission (“SEC”), the New York Attorney General (“NYAG”), the Wisconsin Attorney General (“WAG”), and the Wisconsin Department of Financial Institutions (“WDFI”) are investigating active trading of the Strong Funds by employees of Strong, including Richard S. Strong, former employee and Chairman of Strong. The Independent Directors of the Strong Funds are also investigating these matters, with the assistance of counsel and an independent consulting firm. Fund expenses related to the investigation are reimbursed by Strong. The Independent Directors intend to obtain appropriate redress if they determine that the Strong Funds were harmed. In addition, Strong has received a subpoena from the West Virginia Attorney General (“WVAG”) requesting documents, if any, related to market timing and late trading practices. Effective November 2, 2003, the Independent Directors accepted Mr. Strong’s resignation as Chairman of the Strong Funds’ Boards. Effective December 2, 2003, Mr. Strong resigned as Director of the Strong Funds’ Boards, as Chairman, Chief Investment Officer and Director of Strong, and as Chairman and Director of Strong Financial Corporation, and its affiliates.

17

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2003

Strong is aware of a compliant filed and simultaneously settled on September 3, 2003 (the “Complaint”), by NYAG on behalf of the State of New York, against Canary Capital Partners, LLC, et al. (collectively, “Canary), which alleges that Canary engaged in certain improper trading practices characterized as “late-day trading” and “market timing” with various mutual funds. Strong and certain Strong Funds are referenced, although not named as parties in the Complaint, with respect to the market timing allegations. On September 5, 2003, the SEC began an inquiry based on matters related to, and set forth in, the Complaint. On September 24, 2003, the WDFI asked that certain information and documents be provided related to the matters referenced in the Complaint.

Strong is currently cooperating with the NYAG, the SEC, the WAG, the WDFI, and the WVAG with respect to their separate inquires into these matters. On September 26, 2003, Strong announced its commitment to make appropriate reimbursement if it is determined that the transactions set forth in the Complaint adversely affected investors in the Strong Funds referenced in the Complaint. On October 30, 2003, Mr. Strong announced that he has committed to personally compensate the Strong Funds for any financial losses they may have experienced as a result of his transactions.

As of the date of this Report, Strong is aware of multiple shareholder class and derivative actions (“Actions”) filed since September 4, 2003, with respect to the factual matters referenced in the Complaint naming, among others, Strong, Strong Funds, Strong affiliates, and certain of their officers and directors as defendants. These Actions have been filed in the following federal and state courts: U.S. District Court for the Southern District of New York; U.S. District Court, District of New Jersey; U.S. District Court, Eastern District of Wisconsin, Milwaukee Division; U.S. District Court, Western District of Wisconsin; Superior Court of New Jersey Law Division of Hudson; State of Wisconsin Circuit Court, Milwaukee County; State of Wisconsin Circuit Court, Waukesha County; Supreme Court of the State of New York; Superior Court of the State of California, County of Los Angeles; and U.S. District Court, District of Connecticut. The Actions generally allege, among other things, that the defendants violated their fiduciary duty to fund shareholders and certain retirement plan participants, and made false and misleading statements in the funds’ prospectuses in violation of federal and state securities laws. The Actions generally seek one or more of the following: compensatory damages, punitive damages, special damages, exemplary damages, rescission, restitution, payment of plaintiffs’ attorneys’ fees and experts’ fees, and/or replacement of the Board of Directors of the Strong Funds. Additional lawsuits may be filed in the same or other venues presenting allegations and demands for relief. Strong expects that any such lawsuits would contain allegations including the matters discussed here and that the demands for relief would not materially differ from those described above. Based on available information, Strong and the Strong Funds do not currently believe that any of the pending Actions or the regulatory inquires will have a material impact on any of the Strong Funds.

18

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Shareholders

of Strong Sector Funds:

In our opinion, the accompanying statements of assets and liabilities, including the schedules of investments in securities, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Strong Energy Fund and Strong Technology 100 Fund (both collectively constituting Strong Sector Funds, hereafter referred to as the “Funds”) at December 31, 2003, and the results of each of their operations, the changes in each of their net assets and their financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Funds’ management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers, LLP

Milwaukee, Wisconsin

February 3, 2004

19

DIRECTORS AND OFFICERS

Each officer and director holds the same position with the 27 registered open-end management investment companies consisting of 72 mutual funds (“Strong Funds”).

Willie D. Davis (DOB 7-24-34), Director of the Strong Funds since July 1994.

Mr. Davis has been President and Chief Executive Officer of All Pro Broadcasting, Inc., since 1977; Director of Wisconsin Energy Corporation (formerly WICOR, Inc., a utility company) since 1990, Metro Goldwyn Mayer, Inc. (an entertainment company), since 1998, Bassett Furniture Industries, Inc., since 1997, Checker’s Drive-In Restaurants, Inc. (formerly Rally’s Hamburgers, Inc.), since 1994, Johnson Controls, Inc. (an industrial company), since 1992, MGM Mirage (formerly MGM Grand, Inc., an entertainment/hotel company) since 1990, Dow Chemical Company since 1988, Sara Lee Corporation (a food/consumer products company) since 1983, Alliance Bank since 1980, Manpower, Inc. (a worldwide provider of staffing services), since 2001, and Kmart Corporation (a discount consumer products company) from 1985 to 2003; and Trustee of the University of Chicago since 1980 and Marquette University since 1988.

Gordon B. Greer (DOB 2-17-32), Director of the Strong Funds since March 2002.

Mr. Greer was Of Counsel for Bingham McCutchen LLP (a law firm previously known as Bingham Dana LLP) from 1997 to February 2002 and Partner of Bingham McCutchen LLP from 1967 to 1997. On behalf of Bingham McCutchen LLP, Mr. Greer provided representation to the disinterested directors of the Strong Funds from 1991 to February 2002. Bingham McCutchen LLP has provided representation to the Independent Directors of the Strong Funds since 1991.

Stanley Kritzik (DOB 1-9-30), Director of the Strong Funds since January 1995 and Chairman of the Audit Committee of the Strong Funds since July 2000.

Mr. Kritzik has been Partner of Metropolitan Associates (a real estate firm) since 1962; Director of Wisconsin Health Information Network since November 1997, Health Network Ventures, Inc., from 1992 to April 2000, Aurora Health Care from September 1987 to September 2002; and Member of the Board of Governors of Snowmass Village Resort Association from October 1999 until October 2002.

Neal Malicky (DOB 9-14-34), Director of the Strong Funds since December 1999.

Mr. Malicky has been President Emeritus of Baldwin-Wallace College since July 2000; Chancellor of Baldwin-Wallace College from July 1999 to June 2000; President of Baldwin-Wallace College from July 1981 to June 1999; Director of Aspire Learning Corporation since June 2000; Trustee of Southwest Community Health Systems, Cleveland Scholarship Program, and The National Conference for Community and Justice until 2001; President of the National Association of Schools and Colleges of the United Methodist Church, Chairperson of the Association of Independent Colleges and Universities of Ohio, and Secretary of the National Association of Independent Colleges and Universities until 2001.

William F. Vogt (DOB 7-19-47), Director and Chairman of the Independent Directors Committee of the Strong Funds since January 1995.

Mr. Vogt has been Senior Vice President of IDX Systems Corporation (a management consulting firm) since June 2001; President of Vogt Management Consulting, Inc., from July 1990 to June 2001; and former Fellow of the American College of Medical Practice Executives.

20

DIRECTORS AND OFFICERS (continued)

Ane K. Ohm (DOB 10-16-69), Anti-Money Laundering Compliance Officer of the Strong Funds since November 2002.

Ms. Ohm has been Anti-Money Laundering Compliance Officer of Strong Financial Corporation since February 2003; Assistant Executive Vice President of Strong Financial Corporation since November 2003; Executive Vice President of the Advisor since December 2001; Director of Mutual Fund Administration of Strong Investor Services, Inc., since April 2001; and Marketing Services Manager of Strong Investments, Inc., from November 1998 to April 2001.

Christopher O. Petersen (DOB 1-18-70), Vice President and Assistant Secretary of the Strong Funds since May 2003.

Mr. Petersen has been Managing Counsel of Strong Financial Corporation since March 2003; Corporate Counsel at U.S. Bancorp Asset Management, Inc., from May 2001 to March 2003; Corporate Counsel at First American Asset Management, a division of U.S. Bank National Association (“FAAM”), from September 1999 to May 2001; Compliance Officer at FAAM from January 1999 to September 1999; and Associate Attorney at Mauzy Law Firm from September 1997 to December 1998.

Richard W. Smirl (DOB 4-18-67), Vice President of the Strong Funds since February 2002 and Secretary of the Strong Funds since November 2001.

Mr. Smirl has been Senior Counsel of Strong Financial Corporation since December 2001; Assistant Secretary of Strong Financial Corporation from December 2001 to February 2003; Secretary of Strong Financial Corporation since February 2003; Assistant Executive Vice President of the Advisor since December 2001; Chief Legal Officer of the Advisor since February 2003; Secretary of the Advisor since November 2002; Assistant Secretary of the Advisor from December 2001 to November 2002; Senior Counsel of the Advisor from July 2000 to December 2001; General Counsel of Strong Investments, Inc. (“Distributor”), since November 2001; Secretary of the Distributor since July 2000; Vice President and Chief Compliance Officer of the Distributor from July 2000 to December 2003; Lead Counsel of the Distributor from July 2000 to November 2001; Vice President of Strong Investor Services, Inc., since December 2001; Assistant Secretary of Strong Investor Services, Inc., from December 2001 to May 2003; Secretary of Strong Investor Services, Inc., since May 2003; Partner at Keesal, Young & Logan LLP (a law firm) from September 1999 to July 2000; and Associate at Keesal, Young & Logan LLP from September 1992 to September 1999.

Gilbert L. Southwell III (DOB 4-13-54), Assistant Secretary of the Strong Funds since July 2001.

Mr. Southwell has been Associate Counsel of Strong Financial Corporation since December 2001; Assistant Secretary of the Advisor since December 2002; Associate Counsel of the Advisor from April 2001 to December 2001; Partner at Michael, Best & Friedrich, LLP (a law firm) from October 1999 to March 2001; and Assistant General Counsel of U.S. Bank, National Association (formerly Firstar Bank, N.A.) and/or certain of its subsidiaries from November 1984 to September 1999.

John W. Widmer (DOB 1-19-65), Treasurer of the Strong Funds since April 1999.

Mr. Widmer has been Treasurer of the Advisor since April 1999; Assistant Treasurer of Strong Financial Corporation since December 2001; Assistant Secretary of Strong Financial Corporation from December 2001 to January 2003; Treasurer of Strong Service Corporation since April 1999; Treasurer and Assistant Secretary of Strong Investor Services, Inc., since July 2001; and Manager of the Financial Management and Sales Reporting Systems department of the Advisor from May 1997 to April 1999.

Thomas M. Zoeller (DOB 2-21-64), Vice President of the Strong Funds since October 1999.

Mr. Zoeller has been Executive Vice President of the Advisor since April 2001; Chief Financial Officer of the Advisor since February 1998; Secretary of the Advisor from December 2001 to November 2002; Member of the Office of the Chief Executive of Strong Financial Corporation since May 2001; Chief Financial Officer and Treasurer of Strong Investments, Inc., since October 1993; Executive Vice President of Strong Investor Services, Inc., since July 2001; Secretary of Strong Investor Services, Inc., from July 2001 to May 2003; Executive Vice President, Chief Financial Officer, and Secretary of Strong Service Corporation since December 2001; Treasurer of Strong Service Corporation from September 1996 to April 1999; Vice President of Strong Service Corporation from April 1999 to December 2001; Member of the Office of the Chief Executive of the Advisor from November 1998 until May 2001; and Senior Vice President of the Advisor from February 1998 to April 2001.

Except for Messrs. Davis, Kritzik, Malicky, and Vogt, the address of all of the Directors and Officers is P.O. Box 2936, Milwaukee, WI 53201. Mr. Davis’s address is 161 North La Brea, Inglewood, CA 90301. Mr. Kritzik’s address is 1123 North Astor Street, Milwaukee, WI 53202. Mr. Malicky’s address is 4608 Turnberry Drive, Lawrence, KS 66047. Mr. Vogt’s address is P.O. Box 7657, Avon, CO 81620.

The statement of additional information contains additional information about fund directors and officers and is available without charge, upon request, by calling 1-800-368-3863.

21

NOTES

22

Directors

Willie D. Davis

Gordon B. Greer

Stanley Kritzik

Neal Malicky

William F. Vogt

Officers

Phillip O. Peterson, President (effective January 2004)

Thomas M. Zoeller, Vice President

Richard W. Smirl, Vice President and Secretary

Christopher O. Petersen, Vice President and Assistant Secretary

Gilbert L. Southwell III, Assistant Secretary

John W. Widmer, Treasurer

Ane K. Ohm, Anti-Money Laundering Compliance Officer

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

State Street Bank and Trust Company

801 Pennsylvania Avenue, Kansas City, Missouri 64105

Transfer Agent and Dividend-Disbursing Agent

Strong Investor Services, 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

Strong Investments

P.O. Box 2936  |  Milwaukee, WI 53201

www.Strong.com

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

To receive a free copy of the policies and

procedures the funds use to determine how

to vote proxies relating to portfolio securities,

call 1-800-368-3863, or visit the Securities

and Exchange Commission’s web site

at www.sec.gov

If you are a Financial Professional,

call 1-800-368-1683

Visit our web site at

www.Strong.com

This report does not constitute an offer for the sale of securities. Strong Funds are offered for sale by prospectus only. Securities are offered through Strong Investments, Inc. RT40969 02-04

ASEC/WH2065 12-03

Item 1.    Reports to Stockholders

ANNUAL REPORT    |    December 31, 2003

Strong

Value

Funds

Strong Dow 30 Value Fund
Strong Mid Cap Disciplined Fund
Strong Multi Cap Value Fund
Strong Small Company Value Fund
Strong Small/Mid Cap Value Fund
Strong Strategic Value Fund
Strong Dividend Income Fund

ANNUAL REPORT    |    December 31, 2003

Strong

Value

Funds

Table of Contents

Investment Reviews
Strong Dow 30 Value Fund	2
Strong Mid Cap Disciplined Fund	4
Strong Multi Cap Value Fund	6
Strong Small Company Value Fund	8
Strong Small/Mid Cap Value Fund	10
Strong Strategic Value Fund	12
Strong Dividend Income Fund	14
Financial Information
Schedules of Investments in Securities
Strong Dow 30 Value Fund	16
Strong Mid Cap Disciplined Fund	16
Strong Multi Cap Value Fund	18
Strong Small Company Value Fund	20
Strong Small/Mid Cap Value Fund	22
Strong Strategic Value Fund	24
Strong Dividend Income Fund	26
Statements of Assets and Liabilities	28
Statements of Operations	31
Statements of Changes in Net Assets	34
Financial Highlights	36
Notes to Financial Statements	40
Report of Independent Auditors	51
Directors and Officers	52

A Few Words From Dick Weiss

Market Update — January 1, 2003, to December 31, 2003

One of the great strengths of Strong Capital Management, Inc. (“Strong”), is the autonomy of its different investment teams. Unlike so many institutions where a single investment philosophy predominates and stock selection is done by committee, Strong is comprised of highly independent investment teams with individual philosophies and practices.

This independence notwithstanding, the investment teams share a common objective — adding value for shareholders.

Despite the turmoil surrounding the mutual fund industry and our firm during the last quarter of 2003, Strong’s investment teams performed admirably. According to Lipper, 74 percent of the Strong Funds beat their respective peer indices since their inception.*

Indeed, 2003 turned out to be a better year than anticipated by the investment world. In October of 2002, the market bottomed, and then began a steady advance upward into 2003. Troubled by the prospect of military conflict with Iraq, the market turned down in January and bottomed again in March. Once the outcome in Iraq

Economic Growth Rebounded in 2003

^* Results are based on total returns. 110 of 149 funds, including separate share classes, outperformed their Lipper Peer Indices since the funds’ inception through 12-31-03. Investment values fluctuate. Results will vary for other time periods. Does not include effect of any loads (as applicable).

(Continued on next page)

became clear, the market anticipated the major business recovery that materialized in the third and fourth quarters, and resumed its forward march. The S&P 500 Index, Dow Jones Industrial Average, and Nasdaq moved up smartly for the remainder of the year.

It was, in effect, a rising tide that lifted many boats. Stocks that had been especially battered by the three-year bear market — either because the market assumed their business models were broken or because they had been pushed to the edge of bankruptcy — enjoyed dramatic recoveries. Once it became clear that the economy had bottomed, many of the most downtrodden stocks rebounded like coiled springs and rose appreciably in the second half of 2003. This is a phenomenon that has typically occurred after tough bear markets and has generally lasted around 6-8 months. I believe we are approaching the end of this phase.

In some instances, I believe going against conventional wisdom in 2004 will spell the difference between average and exceptional performance. For example:

• Popular opinion has it that manufacturing — a sector which has suffered for roughly 30 years — will continue to falter in 2004. I disagree. It appears that 2004 may shape up to be the first synchronized global economic recovery in years. That, combined with a weak dollar, should make U.S. manufacturing goods increasingly competitive around the world and bolster the sector’s overall results.

• The energy sector, which significantly underperformed in 2003, looks promising as well. While it participated in the fourth quarter rally, it lagged for the year and was nearing an all-time low, as a percentage of the S&P 500 Index. Energy prices were stronger than most observers expected in 2003. Given the likely increase in demand as the global economy expands, energy prices should remain at the upper end of their normal trading range. This scenario would allow individual energy stocks to play catch-up.

Here at home, the U.S. economy shows unmistakable signs of strengthening. Job growth is gaining momentum. Consumer confidence quite clearly is on the rise. All in all, it’s an encouraging combination.

If you accept the premise that there will be a wider divergence of performance this year, diversification becomes essential. It’s going to be harder to make money in 2004 than it was in 2003. But in a market environment where a rising tide will not lift all issues indiscriminately, diversified mutual funds can be a sound and sensible investment option.

Consumer Confidence Increased in 2003

Thank you for investing with Strong.

Richard T. Weiss

Vice Chairman

Strong Financial Corporation

Strong Dow 30 Value Fund

For the year ended December 31, 2003, the Strong Dow 30 Value Fund posted a return of 26.68%. The Fund’s broad-based benchmark, the Dow Jones Industrial Average, returned 28.29%.

After uncertainty in the first quarter, the Fund posted strong returns as the progress in Iraq boosted investor and consumer confidence. Economic stimulus in the form of tax cuts from the President and Congress and continued low interest rates from the Federal Reserve helped to drive an economic rebound that supported strong equity performance across virtually every sector of the market.

Economic recovery took hold

For the year, we did not make major changes to the overall makeup of the equity portion of the portfolio, which invests exclusively in the 30 stocks that make up the Dow Jones Industrial Average. Half of the Fund’s assets are invested in those stocks in proportion to their representation in the index. We actively manage the other half of the Fund, adding to our positions in those stocks that meet our value criteria and that we believe offer the potential for outperformance.

In the early stages of the year’s recovery, investors were still cautious and thus favored larger-company stocks, as they can offer a greater degree of stability than small-cap stocks. The Fund benefited strongly from this trend in the second quarter of the year.

As the economy showed signs of an accelerating recovery, though, investors gained more confidence and were willing to take on higher degrees of risk. This led to renewed interest in smaller-company stocks, driving their returns strongly forward in the second half of the year. Our portfolio by definition consists entirely of larger companies, so this shift in market direction was not entirely favorable for us, though we were still able to produce a solid return.

Impact of our value approach

Careful attention to stock valuations — their prices relative to their earnings or other measures — is an essential part of our process of choosing positions for the actively managed half of the portfolio. This approach led us to add to our position in financial stocks, including J.P. Morgan and Citigroup, early in the year. While stocks in this sector enjoyed strong performance in the year’s second quarter, for the period as a whole they underperformed stocks from faster-growing areas of the economy. Our holdings in the financial sector largely accounted for our underperformance relative to our benchmark. We plan to continue to hold these stocks, as their valuations remain attractive, and we believe they offer solid prospects for future appreciation.

Caterpillar was the largest position in the actively managed half of the portfolio, and it made a meaningful, positive contribution to our returns. We were attracted to this company not only because of its attractive valuation when we bought it, but also because it appeared positioned to capitalize on the global rebound in economic activity. As that recovery has progressed, the stock has benefited.

The Fund’s half-index, half-active structure can be beneficial in a variety of market environments. The year 2003 helped to demonstrate why. Because of our value discipline, many stocks that were strong performers in the indexed section of the portfolio did not qualify for inclusion in the actively managed half of the Fund. However, because of the relatively small number of stocks in the index (30), these companies still were able to have meaningful impact on our performance.

Recovery appears likely to continue

We have positioned the Fund to benefit from the global economic expansion that we fully anticipate will continue this year. The large, multinational companies that are prominent in this portfolio are positioned well to serve customers outside the U.S., as well as at home. Their efforts will likely be aided by the weakness of the U.S. dollar relative to many major foreign currencies, which makes exported goods cheaper for customers abroad.

Given last year’s changes to the tax treatment of dividends, we might have expected more investors to seek out dividend-paying stocks in 2003. But as in the previous bull market, investors were more drawn to stocks offering rapid appreciation. We believe this situation may change in 2004, however. Such a shift would benefit the stocks in this Fund, which for the most part generally make regular, attractive dividend payouts.

Thank you for your investment in the Strong Dow 30 Value Fund.

Karen E. McGrath

Portfolio Manager

2

Fund Highlights

Your Fund’s Approach

The Fund invests in the 30 blue-chip companies that make up the Dow Jones Industrial Average^SM (DJIA).¹ The Fund indexes half of its assets to the DJIA. This portion of the Fund’s portfolio will seek to approximate the price-weighted total return of these companies. In addition, the Fund will invest in certain securities of the DJIA using valuation measures that help identify those stocks in the DJIA that appear to offer the greatest potential for gains.

Average Annual Total Returns

As of 12-31-03

Investor Class
1-year	26.68	%
3-year	-0.48	%
5-year	3.23	%
Since Fund Inception (12-31-97)	5.28	%

Equity funds are volatile investments and should only be considered for long-term goals.

Growth of an Assumed $10, 000 Investment^†

From 12-31-97 to 12-31-03

Mention of specific securities in this report is not indicative of whether the Fund may make additional purchases of, sell all or a portion of, or continue to hold those securities.

^† 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 Dow Jones Industrial Average^SM (DJIA) and the Lipper Large-Cap Value Funds Index. Results include the reinvestment of 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. Current performance may be lower or higher than the quoted performance. Call us or visit www.Strong.com for the most current performance information. The graph and the Average Annual Total Returns table do not reflect the deduction of taxes, if any, that a shareholder would pay on Fund distributions or the redemption of Fund shares.

The Fund’s prospectus and statement of additional information may describe restrictions on the percentage of a particular type or quality of security in which the Fund may invest (“Percentage Restrictions”). Percentage Restrictions apply at the time the Fund purchases a security. Circumstances subsequent to the purchase of the security, such as a change in: (1) the Fund’s assets (e.g., due to cash inflows and redemptions); (2) the market value of the security; or (3) the pricing, liquidity, or rating of the security, may cause the Fund to exceed or fall short of the Percentage Restriction. If this happens, the Fund’s continued holding of the security will not constitute a violation of the Percentage Restriction.

From time to time, the Fund’s advisor and/or administrator has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.

¹ Dow Jones^SM, Dow Jones Industrial Average^SM, Dow 30^SM, The Dow^SM, and DJIA^SM are service marks of Dow Jones & Company, Inc., and have been licensed for use for certain purposes by the Strong Dow 30 Value Fund. The Strong Dow 30 Value Fund is not sponsored, endorsed, sold, or promoted by Dow Jones, and Dow Jones makes no representation regarding the advisability of investing in the Fund.

The Fund is non-diversified, meaning it may concentrate its assets in fewer individual holdings than a diversified fund. Therefore, the Fund is more exposed to individual stock volatility and market pressure than a fully diversified fund

^* The Dow Jones Industrial Average is a price-weighted average based on the performance of 30 blue chip stocks (the average is computed by adding the prices of the 30 stocks and dividing by a denominator that has been adjusted over the years for stock splits, stock dividends, and substitution of stock). The total return is computed by reinvesting quarterly dividends on a monthly basis. The Lipper Large-Cap Value Funds Index is the average of the 30 largest funds in the Lipper Large-Cap Value Funds Category. Source of the DJIA index data is Standard & Poor’s Micropal. Source of the Lipper index data is Lipper Inc.

3

Strong Mid Cap Disciplined Fund

The Strong Mid Cap Disciplined Fund outperformed its broad-based index, the Russell Midcap Index, and its peer group index, the Lipper Mid-Cap Value Funds Index, for the year ended December 31, 2003. The Fund returned 40.66%, while the Russell Midcap Index returned 40.06%, and the Lipper Mid-Cap Value Funds Index returned 39.08%.

Our careful attention to stock valuations generally leads us to sell stocks as they appreciate in value. Nonetheless, we were able to outpace the torrid market, thanks in large part to a steady pipeline of new ideas uncovered through our rigorous research process. As the rally has continued, however, it has become increasingly difficult to find stocks offering attractive values. As a result, the percentage of assets consumed by our top ten holdings has increased, as have our cash reserves.

A strong year in the markets

In a departure from the previous three years, all categories of the equity markets delivered positive results — and did so decisively. As is typical in the early stages of an economic recovery, small-cap stocks outperformed mid-cap stocks, which in turn outperformed large-cap stocks.

We spend virtually all of our time and effort on bottom-up, fundamental stock research. We were therefore gratified to find that our outperformance relative to our indices was driven in large part by strength in our individual stock selections. Our holdings in the healthcare and materials sectors were particularly strong. In healthcare, PSS World Medical, Ivax, Apogent Technologies, and McKesson were very strong performers for the year. Among materials, Georgia-Pacific and Arch Coal stood out. Given their strong price appreciation and our value discipline, we sold off much of our positions in these companies.

A look at energy stocks

Our sector weightings are the direct result of our individual company selections, rather than top-down macroeconomic considerations. That said, the portfolio is now significantly overweighted in energy stocks relative to our broad-based benchmark. We added value over the course of the year by underweighting stocks in this sector (which materially underperformed the broader market for 2003) until the fourth quarter, at which time we moved to a significant overweighting relative to our benchmark.

Although we believe the energy stocks we have selected may benefit from company-specific factors, it’s a plain fact that on the whole, oil prices drive the sector’s returns. Because oil prices are denominated in dollars, our opinion was that the weakened dollar should bolster prices, driving our decision to increase our position in the sector in the fourth quarter. The market just started to warm up to this idea toward the end of the year, and energy stocks significantly outperformed the market in December.

Other sectors in the portfolio

We are significantly overweighted (relative to our broad-based benchmark) in food stocks, finding the steady growth, high dividends, and stable free cash flow of these businesses very compelling at this time. In addition, as growth-oriented investors rotated out of this sector in search of faster-growth stocks, there was an unusual opportunity to purchase these businesses when they were out of favor and undervalued.

We substantially reduced our holdings in technology stocks in 2003; in fact, by the end of the year, we had virtually no exposure to the sector. We believe that euphoria has begun to return to this area of the market, making the valuations of many companies excessive in our assessment. In addition, it appears to us that many investors are not considering that most technology companies’ earnings per share will suffer a material, negative impact once stock options are properly accounted for.

Continuing a process begun in 2002, we reduced our position in financials in the first half of the year. In the mid-cap area of the market, this sector is dominated by regional banks, which held up better than average during the bear market. At this time, however, we find very few compelling stocks in this area of the market.

Looking ahead

The year saw considerable weakness in the U.S. dollar, a condition that is typically more beneficial to larger companies. (Bigger companies are more likely to be exporters, which generally benefit from stronger currencies abroad.) Small caps outperformed despite the weaker dollar in 2003, but investors in small- and mid-cap stocks should not be surprised if large-cap stocks play “catch up” in 2004 if dollar weakness continues.

We will continue to keep our heads down and our eyes open, seeking out companies with solid assets, manageable

4

Fund Highlights

Your Fund’s Approach

The Fund invests in stocks of medium-capitalization companies that the manager believes present attractive opportunities but have not been widely recognized by investment analysts or the financial press. To identify these companies, the manager engages in in-depth, first-hand research. Visits with members of a company’s management team are often an integral part of this process.

Average Annual Total Returns

As of 12-31-03

Investor Class
1-year	40.66	%
3-year	11.74	%
5-year	18.29	%
Since Fund Inception (12-31-98)	18.29	%

The Fund’s since inception return was significantly enhanced through investments in initial public offerings. You should not expect that such favorable returns can be consistently achieved. Please consider this before investing. Equity funds are volatile investments and should only be considered for long-term goals.

Growth of an Assumed $10,000 Investment^†

From 12-31-98 to 12-31-03

Mention of specific securities in this report is not indicative of whether the Fund may make additional purchases of, sell all or a portion of, or continue to hold those securities.

^† 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 Midcap^® Index and the Lipper Mid-Cap Value 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. Current performance may be lower or higher than the quoted performance. Call us or visit www.Strong.com for the most current performance information. The graph and the Average Annual Total Returns table do not reflect the deduction of taxes, if any, that a shareholder would pay on Fund distributions or the redemption of Fund shares.

The Fund’s prospectus and statement of additional information may describe restrictions on the percentage of a particular type or quality of security in which the Fund may invest (“Percentage Restrictions”). Percentage Restrictions apply at the time the Fund purchases a security. Circumstances subsequent to the purchase of the security, such as a change in: (1) the Fund’s assets (e.g., due to cash inflows and redemptions); (2) the market value of the security; or (3) the pricing, liquidity, or rating of the security, may cause the Fund to exceed or fall short of the Percentage Restriction. If this happens, the Fund’s continued holding of the security will not constitute a violation of the Percentage Restriction.

From time to time, the Fund’s advisor and/or administrator has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.

^* The Russell Midcap^® Index measures the performance of the 800 smallest companies in the Russell 1000 Index, which represent approximately 26% of the total market capitalization of the Russell 1000 Index. The Lipper Mid-Cap Value Funds Index is the average of the 30 largest funds in the Lipper Mid-Cap Value Funds Category. Source of the Russell index data is Standard & Poor’s Micropal. Source of the Lipper index data is Lipper Inc.

debt levels, and credible management teams. We will work to buy these companies at attractive prices — which often come when they are temporarily out of favor with the market. Finally, we hope and expect our valuation discipline and focus on risk management will be of greater importance in 2004 than they were in 2003.

Thank you for your investment in the Strong Mid Cap Disciplined Fund.

Robert J. Costomiris

Portfolio Manager

5

Strong Multi Cap Value Fund

For the year ended December 31, 2003, the Strong Multi Cap Value Fund posted a gain of 38.62%, outpacing its broad-based benchmark, the S&P 500 Index, which returned 28.67% for the same period.

Housing and consumer spending were the driving forces for the economy in the first half of 2003, despite temporary weakness related to the Iraqi war. The nature of the economic recovery began to shift at mid-year, however. At that point, the back end of the U.S. economy began to strengthen, with steady improvement seen by capital goods companies, chemical makers, manufacturers, technology firms, and shipping companies. This overall shift was favorable for the Fund, as many of our holdings in the energy and materials sectors benefited.

Seeking out value

To select stocks for the portfolio, we first narrow down our pool of contenders by applying quantitative screens, primarily designed to identify stocks trading at low prices relative to their earnings or other measures. We then spend most of our time on careful, hands-on research and analysis of companies’ fundamental qualities. We believe a company offers value when it demonstrates a number of positive qualities, as well as the potential for a future change or other event that can help drive up the stock’s price.

Our analytical approach gave us conviction to add to our position in GrafTech International earlier in 2003. The company makes graphite electrodes, a product used by electric-arc steel-makers. The company’s outperformance in 2003 was driven by an improved expectation for profit growth due to a number of factors. First, GrafTech lowered its costs of production. Market consolidation in GrafTech’s industry caused higher-cost competing facilities to close, increasing GrafTech’s market share. Further, the prices the company could get for its products rose due to increasing demand and tightening supply. GrafTech was also able to restructure its balance sheet and lower its interest expense. The market rewarded all of these improvements. Over the year, GrafTech shares appreciated by approximately 125% for the year in 2003; the stock was up 474% from its low in April.

Multiple factors drive company success

GrafTech and other portfolio holdings help to illustrate a principle we apply in selecting holdings for the portfolio. Over time, we have found that a stock that incorporates several favorable qualities can still succeed (that is, appreciate in value) even if one or two of the factors fail to contribute positively to the company’s performance. Therefore, we consider it ideal in our research to find companies that have an array of strong, positive qualities, rather than a single prospect for growth.

For such reasons, we also chose to invest in Beverly Enterprises — an operator of skilled nursing and assisted-living facilities — as we perceived it could be on the cusp of increased profitability. Among the positive factors we found: Medicare and Medicaid payment rates were set to increase, the company was divesting itself of underperforming facilities, and occupancy rates for the remaining facilities were rising. We elected to add to our position in the company early in 2003. Over the course of the year, Beverly shares appreciated by more than 200% and rose by 427% from their low in February (there is no guarantee that stock values will continue to increase at this rate).

Our allocation of assets to market sectors or industries is driven by our individual stock selections. We don’t seek to emphasize — or avoid — specific sectors based on predictions of market or economic trends. Energy stocks do, however, represent the largest sector weighting in the Fund, with materials and processing stocks occupying the second largest. The supply/demand relationship for both oil and especially natural gas remains quite favorable — that is, supply is relatively tight, while demand is strong. As a result, our energy holdings are mostly populated with U.S. natural gas producers or service-related companies.

The outlook for 2004

We believe that basic materials and commodity-related asset classes such as precious metals and industrial metals, manufacturers, and suppliers are likely candidates for positive absolute returns in 2004, as they were in 2003. With free cash flow rebounding, orders for equipment from U.S. manufacturers to replenish inventories and rebuild and maintain facilities should continue to strengthen. We intend to position the Fund accordingly, seeking to identify specific companies that have positioned themselves to capitalize from these trends.

Thank you for your investment in the Strong Multi Cap Value Fund.

I. Charles Rinaldi

Portfolio Manager

6

Fund Highlights

Your Fund’s Approach

The Fund invests in common stocks of small-, medium-, and large-capitalization companies that the Fund’s manager believes are undervalued relative to the market based on earnings, cash flow, or asset value. The Fund’s manager specifically looks for companies whose stock prices may benefit from a positive dynamic of change, such as a new management team, a new product or service, a corporate restructuring, an improved business plan, industry consolidation, or positive timing in the business cycle.

Average Annual Total Returns

As of 12-31-03

Investor Class
1-year	38.62	%
5-year	-1.06	%
10-year	6.12	%
Since Fund Inception (10-22-85)	10.24	%

Equity funds are volatile investments and should only be considered for long-term goals.

Growth of an Assumed $10,000 Investment^†

From 10-22-85 to 12-31-03

Mention of specific securities in this report is not indicative of whether the Fund may make additional purchases of, sell all or a portion of, or continue to hold those securities.

^† 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 S&P 500 Index (“S&P 500”) and the Lipper Multi-Cap Value 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 values vary, and you may have a gain or loss when you sell shares. Current performance may be lower or higher than the quoted performance. Call us or visit www.Strong.com for the most current performance information. The graph and the Average Annual Total Returns table do not reflect the deduction of taxes, if any, that a shareholder would pay on Fund distributions or the redemption of Fund shares.

The Fund’s prospectus and statement of additional information may describe restrictions on the percentage of a particular type or quality of security in which the Fund may invest (“Percentage Restrictions”). Percentage Restrictions apply at the time the Fund purchases a security. Circumstances subsequent to the purchase of the security, such as a change in: (1) the Fund’s assets (e.g., due to cash inflows and redemptions); (2) the market value of the security; or (3) the pricing, liquidity, or rating of the security, may cause the Fund to exceed or fall short of the Percentage Restriction. If this happens, the Fund’s continued holding of the security will not constitute a violation of the Percentage Restriction.

From time to time, the Fund’s advisor and/or administrator has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.

^* The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market value weighted index (stock price times number of shares outstanding), with each stock’s weight in the Index proportionate to its market value. The Lipper Mid-Cap Value Funds Index is the average of the 30 largest funds in the Lipper Mid-Cap Value Funds Category. Source of the S&P index data is Standard & Poor’s Micropal. Source of the Lipper index data is Lipper Inc.

7

Strong Small Company Value Fund

The Strong Small Company Value Fund significantly outperformed its broad-based index, the Russell 2000 Index, and its peer group index, the Lipper Small-Cap Core Funds Index, in 2003. The Fund returned 62.53%, while the Russell 2000 Index returned 47.25% and the Lipper Small-Cap Core Funds Index returned 40.90%.

Our careful attention to stock valuations generally leads us to sell stocks as they appreciate in value. Nonetheless, we were able to outpace the torrid market, thanks in large part to a steady pipeline of new ideas uncovered through our rigorous research process. As the rally has continued, however, it has become increasingly difficult to find stocks offering attractive values. As a result, the percentage of assets consumed by our top ten holdings has increased, as have our cash reserves.

A strong year for equities

In a departure from the previous three years, all categories of the equity markets delivered positive results — and did so decisively. As is typical in the early stages of an economic recovery, throughout the year small-cap stocks handily outperformed mid-cap stocks, which in turn outperformed large-cap stocks.

We spend virtually all of our time and effort on bottom-up, fundamental stock research. We were therefore gratified to find that our outperformance relative to our indices was driven in large part by strength in our individual stock selections, particularly in healthcare, technology, industrials, and materials. In healthcare, PSS World Medical, Progenics Pharmaceuticals, Ivax, Protein Design Labs, and SOLA International were very strong performers for the year. Among technology stocks, InFocus, Wind River Systems, Cirrus Logic, Remec, and Ascential Software stood out.

In keeping with our value-driven approach, we reduced our exposure to technology, industrial, and materials stocks in the wake of their strong performance. We are now significantly underweighted in these sectors relative to the Russell 2000 Index.

A look at sectors in the portfolio

Our sector weightings are the direct result of our individual company selections, rather than top-down macroeconomic considerations. That said, the portfolio is now significantly overweighted in energy stocks relative to our broad-based benchmark. Although we believe the energy stocks we have selected may benefit from company-specific factors, it’s a plain fact that on the whole, oil prices drive the sector’s returns. Because oil prices are denominated in dollars, our opinion was that the weakened dollar should bolster prices, driving our decision to increase our position in the sector in the fourth quarter. The market just started to warm up to this idea toward the end of the year, and energy stocks significantly outperformed the market in December.

We are significantly overweighted (relative to the Russell 2000 Index) in food stocks, finding the steady growth, high dividends, and stable free cash flow of these businesses very compelling at this time. In addition, as growth-oriented investors rotated out of this sector in search of faster-growth stocks, there was an unusual opportunity to purchase these businesses when they were out of favor and undervalued.

We substantially reduced our holdings in technology stocks in 2003. We believe that euphoria has begun to return to this area of the market, making the valuations of many companies excessive in our assessment. In addition, it appears to us that many investors are not considering that most technology companies’ earnings per share will suffer a material, negative impact once stock options are properly accounted for.

Continuing a process begun in 2002, we also reduced our position in financials in the first half of the year. In the small-cap area of the market, this sector is dominated by thrifts and Real Estate Investment Trusts (REITs), which held up better than average during the bear market. At this time, however, we find very few compelling stocks in this area.

The outlook for 2004

The year saw considerable weakness in the U.S. dollar, a condition that is typically more beneficial to larger companies. (Bigger companies are more likely to be exporters, which generally benefit from stronger currencies abroad). Small caps outperformed despite the weaker dollar in 2003, but investors in small- and mid-cap stocks should not be surprised if large-cap stocks play “catch up” in 2004 if dollar weakness continues.

We will continue to keep our heads down and our eyes open, seeking out companies with solid assets, manageable debt levels, and credible management teams. We will work

8

Fund Highlights

Your Fund’s Approach

The Fund invests in stocks of small-capitalization companies that the Fund’s manager believes present attractive opportunities but have not been widely recognized by investment analysts or the financial press. The manager tries to take advantage of the market’s attention on short-term prospects by focusing on indicators of a company’s long-term success, such as balance sheets and underlying assets.

Average Annual Total Returns

As of 12-31-03

Investor Class
1-year	62.53	%
Since Fund Inception (3-28-02)	25.03	%

Equity funds are volatile investments and should only be considered for long-term goals.

Growth of an Assumed $10,000 Investment^†

From 3-28-02 to 12-31-03

Mention of specific securities in this report is not indicative of whether the Fund may make additional purchases of, sell all or a portion of, or continue to hold those securities.

^† 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^® Index and the Lipper Small-Cap Core 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 of the Fund vary, and you may have a gain or loss when you sell shares. Current performance may be lower or higher than the quoted performance. Call us or visit www.Strong.com for the most current performance information. The graph and the Average Annual Total Returns table do not reflect the deduction of taxes, if any, that a shareholder would pay on Fund distributions or the redemption of Fund shares.

The Fund’s prospectus and statement of additional information may describe restrictions on the percentage of a particular type or quality of security in which the Fund may invest (“Percentage Restrictions”). Percentage Restrictions apply at the time the Fund purchases a security. Circumstances subsequent to the purchase of the security, such as a change in: (1) the Fund’s assets (e.g., due to cash inflows and redemptions); (2) the market value of the security; or (3) the pricing, liquidity, or rating of the security, may cause the Fund to exceed or fall short of the Percentage Restriction. If this happens, the Fund’s continued holding of the security will not constitute a violation of the Percentage Restriction.

From time to time, the Fund’s advisor and/or administrator has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.

Because smaller companies often have narrower markets and limited financial resources, investments in these stocks present more risk than investments in those of larger, more established companies.

^* The Russell 2000^® Index measures the performance of the 2,000 smallest companies in the Russell 3000 Index, which represents approximately 8% of the total market capitalization of the Russell 3000 Index. The Lipper Small-Cap Core Funds Index is the average of the 30 largest funds in the Lipper Small-Cap Core Funds Category. Source of the Russell index data is Standard & Poor’s Micropal. Source of the Lipper index data is Lipper Inc.

to buy these companies at attractive prices — which often come when they are temporarily out of favor with the market. Finally, we hope and expect our valuation discipline and risk management focus will be of greater importance in 2004 than they were in 2003.

Thank you for your investment in the Strong Small Company Value Fund.

Robert J. Costomiris

Portfolio Manager

9

Strong Small/Mid Cap Value Fund

The Strong Small/Mid Cap Value Fund posted solid results for 2003, both in absolute terms and relative to its broad-based benchmark. For the one-year period ended December 31, 2003, the fund returned 58.44%, outpacing the Russell Midcap Index’s return of 40.06%.

A market turnaround

The markets started the year sluggishly, as concerns about impending war with Iraq and a stubbornly slow economic recovery muted investor confidence. The quick resolution to the main portion of the war in Iraq helped to improve investor sentiment. New tax cuts from the President and Congress, along with continued low interest rates from the Federal Reserve, helped to stimulate the economy. Strong signs of economic improvement subsequently began to appear, benefiting corporate earnings and the equity markets.

Among the sectors of the market that performed well during the broad market rally that marked the second half of the year were energy and commodities stocks. Companies in both of these groups generally benefited from strong demand and relatively tight supply. The Fund was overweighted in both of these sectors, relative to their representation in the benchmark index. This had a positive impact on performance for the year.

Our value approach in action

The Fund employs a relative value approach to investing. This means that we look for stocks in all sectors of the marketplace that are attractively priced and have positive fundamental catalysts that could drive their stock price upward in the future. These catalyst qualities can include new products, strong management teams, or favorable dynamics within the company’s industry.

We use a multidimensional, bottom-up stock-selection process. We use quantitative analysis to narrow down the pool of stocks we consider for the portfolio, and then spend most of our time on the hands-on, fundamental research that guides our final selections. We contend that a stock that is attractive from a quantitative basis may not be a good investment if it lacks a catalyst to drive future growth.

GrafTech International, which was a strong performer for the Fund throughout 2003, provides an excellent example of how our stock selection process operates. The company makes graphite electrodes, a product used by electric-arc steel-makers. The company’s outperformance in 2003 was driven by improved expectation for profit growth as the company restructured its operations and balance sheet, increased its market share, and experienced rising demand for its products. While each of these positive conditions is attractive, it is the catalytic effect of these factors acting in combination that made the stock a strong pick for the Fund.

Guess, Inc., was another significant contributor to the portfolio. This apparel manufacturer and retailer has a well-recognized brand, but it underperformed for the previous three years. It appeared to us that it was poised for a recovery, given a restructuring of its balance sheet that lowered its interest expense, reestablishment of the Guess brand’s image, and steady increases in the square footage its goods occupied within key department stores. The company was able to post consistent same-store sales figures within its retail and outlet store segment. As the market recognized all of these strong trends, the company’s stock experienced strong appreciation.

The Fund’s allocations to different industries and sectors are driven primarily by our individual stock selections, as we generally don’t try to bet on potential market trends by deliberately overweighting or underweighting the portfolio in different market sectors. Rather, we continue to believe individual security selection is the key to successful portfolio construction, and we seek to exploit the inefficiencies that can emerge in the small- and mid-cap equity marketplace.

Prepared for the year ahead

This past year was an excellent year for the equity markets overall. We believe that 2004 will be both an interesting and a more difficult investing environment, as disciplined stock selection will become increasingly critical to success.

We believe 2004 could be a solid year for the U.S. economy, though the potential for rising interest rates looms over the latter half of the year. Additionally, we believe the dollar may continue to drop (but somewhat less drastically) versus other major currencies, and prices for such commodities as precious metals, natural gas, and oil will continue their upward trend. We intend to position the Fund to benefit from these trends.

We thank you for your continued investment in the Strong Small/Mid Cap Value Fund.

I. Charles Rinaldi

Portfolio Manager

10

Fund Highlights

Effective October 20, 2003, the Fund’s name changed from the Strong All Cap Value Fund.

Your Fund’s Approach

The Fund invests in stocks of small- and medium-capitalization companies that the Fund’s manager believes are undervalued relative to the market based on earnings, cash flow, or asset value. The fund defines “small-capitalization companies” and “medium-capitalization companies” as companies with a market capitalization substantially similar to that of companies in the Russell 2000^™ Index and Russell Midcap^® Index, respectively, at the time of investment.

Average Annual Total Returns

As of 12-31-03

Investor Class
1-year	58.44	%
Since Fund Inception (3-28-02)	10.96	%

Equity funds are volatile investments and should only be considered for long-term goals.

Growth of an Assumed $10,000 Investment^†

From 3-28-02 to 12-31-03

Mention of specific securities in this report is not indicative of whether the Fund may make additional purchases of, sell all or a portion of, or continue to hold those securities.

^† 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 S&P 500 Index (“S&P 500”) and the Lipper Mid-Cap Core Funds Index. Results include the reinvestment of all dividends and capital gains distributions. We are replacing the S&P 500 Index with the Russell Midcap^® Index, as we believe the Russell Midcap^® Index more accurately reflects the Fund’s investment program. Performance is historical and does not represent future results. Investment returns and principal value of the Fund vary, and you may have a gain or loss when you sell shares. Current performance may be lower or higher than the quoted performance. Call us or visit www.Strong.com for the most current performance information. The graph and the Average Annual Total Returns table do not reflect the deduction of taxes, if any, that a shareholder would pay on Fund distributions or the redemption of Fund shares.

The Fund’s prospectus and statement of additional information may describe restrictions on the percentage of a particular type or quality of security in which the Fund may invest (“Percentage Restrictions”). Percentage Restrictions apply at the time the Fund purchases a security. Circumstances subsequent to the purchase of the security, such as a change in: (1) the Fund’s assets (e.g., due to cash inflows and redemptions); (2) the market value of the security; or (3) the pricing, liquidity, or rating of the security, may cause the Fund to exceed or fall short of the Percentage Restriction. If this happens, the Fund’s continued holding of the security will not constitute a violation of the Percentage Restriction.

From time to time, the Fund’s advisor and/or administrator has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.

The Fund’s performance, especially for very short periods, should not be the sole factor in making your investment decisions.

^* The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market value weighted index (stock price times number of shares outstanding), with each stock’s weight in the Index proportionate to its market value. The Russell Midcap^® Index measures the performance of the 800 smallest companies in the Russell 1000 Index, which represent approximately 26% of the total market capitalization of the Russell 1000 Index. The Lipper Mid-Cap Core Funds Index is the average of the 30 largest funds in the Lipper Mid-Cap Core Funds Category. Source of the S&P and Russell index data is Standard & Poor’s Micropal. Source of the Lipper index data is Lipper Inc.

11

Strong Strategic Value Fund

In 2003, the S&P 500 Index posted its first positive return since 1999, marking the end of the longest bear market since 1939-41. In this environment, the Strong Strategic Value Fund returned 26.24%, modestly below that of its broad-based index, the S&P 500 Index, which returned 28.67%.

The year began with the overhang of a three-year bear market, a sputtering economy, and the nation preparing to go to war. Over the course of the year, these looming threats began to dissipate, with a quick conclusion to the major fighting in Iraq and the economy surging ahead. Additionally, the Federal Reserve kept interest rates at bay. The stage was set for exceptional returns for the equity markets.

A balanced approach

The Fund seeks to apply a thorough valuation discipline — that is, paying careful attention to stock prices relative to their earnings and other measures — while seeking out companies with improving fundamental qualities such as accelerating cash flows. We use numerous measures to determine a fair value for a stock; with this value, we can then assess the risk/reward balance for that stock as an investment. The degree of improvement in a firm’s business fundamentals plays a key role in determining whether, and how quickly, it can reach our assessment of its fair value. We believe this approach can yield superior results over a full market cycle.

Relative to the broad-based benchmark, the Fund was underweight in technology stocks much of the past year. This hurt the Fund’s performance, as tech stocks enjoyed a banner year. However, the strength of our individual stock selection helped to offset the negative impact.

The Fund’s ability to invest in smaller companies also helped performance. As is typically the case during the early stages of an economic expansion, smaller companies outperformed their larger peers in 2003. The Fund would expect to continue to allocate a portion of the assets towards these types of securities.

Significant contributors to performance

One specific area in which the Fund’s performance was improved by individual stock selection was the healthcare sector. We reaped large gains from buying out-of-favor hospital stocks, such as HCA and Tenet Healthcare. These gains were, however, somewhat offset by disappointing results in pharmaceutical stocks. We have increased our overall weighting in the sector, as we believe that additional opportunities could present themselves in the coming months.

We continue to overweight consumer stocks relative to the index, to the extent that we are able to find reasonably valued companies with improving earnings and balance sheets. Our investments in such companies as McDonald’s and Metro-Goldwyn-Mayer contributed positively to performance during 2003.

The economic recovery led to greater demand, and consequently rising prices, for numerous basic materials used throughout the economy. The Fund was able to capitalize on this trend through its investments in Georgia-Pacific, Arch Coal, and Schnitzer Steel. Each of these investments contributed significantly to performance. We have opportunistically trimmed these positions as they have appreciated significantly in price.

Keeping our focus on stock selection

As the economic expansion matures, we believe that individual stock selection, rather than macroeconomic forecasting, will be the key to equity performance in the coming year. Fortunately, this is where we spend the vast majority of our time and effort. We anticipate that our focus on companies with positive fundamental change, coupled with our disciplined approach to stock valuations, should be rewarded in 2004.

We thank you for your continued investment in the Strong Strategic Value Fund.

Eric F. Crigler

Portfolio Manager

12

Fund Highlights

Your Fund’s Approach

The Fund invests primarily in stocks of companies that the Fund’s manager believes are undervalued relative to the market based on earnings, discounted cash flows, or asset value. The manager engages in in-depth, first-hand research to identify companies that are undervalued or have growth potential that is not currently reflected in the companies’ stock price.

Average Annual Total Returns

As of 12-31-03

Investor Class
1-year	26.24	%
Since Fund Inception (3-28-02)	0.66	%

Equity funds are volatile investments and should only be considered for long-term goals.

Growth of an Assumed $10,000 Investment^†

From 3-28-02 to 12-31-03

Mention of specific securities in this report is not indicative of whether the Fund may make additional purchases of, sell all or a portion of, or continue to hold those securities.

^† 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 S&P 500 Index (“S&P 500”) and the Lipper Multi-Cap Value 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 of the Fund vary, and you may have a gain or loss when you sell shares. Current performance may be lower or higher than the quoted performance. Call us or visit www.Strong.com for the most current performance information. The graph and the Average Annual Total Returns table do not reflect the deduction of taxes, if any, that a shareholder would pay on Fund distributions or the redemption of Fund shares.

The Fund’s prospectus and statement of additional information may describe restrictions on the percentage of a particular type or quality of security in which the Fund may invest (“Percentage Restrictions”). Percentage Restrictions apply at the time the Fund purchases a security. Circumstances subsequent to the purchase of the security, such as a change in: (1) the Fund’s assets (e.g., due to cash inflows and redemptions); (2) the market value of the security; or (3) the pricing, liquidity, or rating of the security, may cause the Fund to exceed or fall short of the Percentage Restriction. If this happens, the Fund’s continued holding of the security will not constitute a violation of the Percentage Restriction.

From time to time, the Fund’s advisor and/or administrator has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.

^* The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market value weighted index (stock price times number of shares outstanding), with each stock’s weight in the Index proportionate to its market value. The Lipper Multi-Cap Value Funds Index is the average of the 30 largest funds in the Lipper Multi-Cap Value Funds Category. Source of the S&P index data is Standard & Poor’s Micropal. Source of the Lipper index data is Lipper Inc.

13

Strong Dividend Income Fund

The Fund posted a strong absolute return in 2003, posting a gain of 24.50%. It did, however, underperform its broad-based benchmark, the S&P 500 Index, which had a return of 28.67% for the same period.

A good environment for equity investing

The stock market started the year slowly, bottoming in mid-March when the Iraqi conflict began. It subsequently staged a strong rally that lasted through the end of the year. The Fund’s broadly diversified portfolio benefited from the recovery in the economy, which was highlighted by the 8.2% rate of gross domestic product growth in the third quarter. Consumer spending, fortified by tax cuts and low interest rates, helped to spur this growth.

The falling value of the U.S. dollar in the second half of the year helped the earnings of U.S. companies doing business abroad by making exports cheaper for buyers abroad. Finally, the absence of terrorist activity on U.S. soil helped strengthen overall confidence levels of both consumers and businesses.

Lower-quality stocks prevailed

While the Fund was able to participate in the strong equity market rally, its performance relative to the S&P 500 Index was hurt by its emphasis on large, stable, dividend-paying companies. The dramatic economic rebound that began around the middle of the year improved investors’ confidence, causing them to gravitate to stocks that had declined the most sharply in value from the stock market’s peak in early 2000.

Several of the best-performing stocks in 2003 shared some or all of the following characteristics: very low stock price, no dividends, large amounts of debt, and very little, if any, earnings. Many of these traits are, of course, very different from those we generally seek when selecting stocks for the Fund. This was one of the main reasons for underperforming relative to the S&P 500 Index.

Our basic investment strategy remains the same. Nearly all of the stocks we select have a long record of distributing a portion of their earnings to shareholders in the form of dividends. Further, we are especially attracted to companies that increase their dividend payments annually. The types of companies that can regularly pay and increase dividends often have a conservative capital structure, little debt, a strong market share, and steadily improving profitability. Our team of research analysts seeks to uncover companies that are underappreciated by the market — but have favorable prospects that should, in time, capture investors’ attention.

Diversifying broadly across the market

Our individual stock selections generally guide our allocations to specific industries or market sectors. We currently favor sectors such as utilities, consumer staples, energy, and financial services (though we have recently reduced our holdings in financials after taking strong gains). Within each of these industry categories, there are many companies that have the financial strength, stability, and positive dividend characteristics we favor.

One example of a stock that had a positive impact on performance in 2003 is ConocoPhillips, which accounted for 3.1% of assets at year-end. This energy company appreciated by 39% last year, but even after that the company still has a relatively attractive price, along with its solid balance sheet, above-average dividend, and solid prospects for dividend increases in the years ahead. The company is benefiting from continued high price levels for oil and gas, which are allowing it to generate very strong free cash flow.

In the financial services area, Citigroup was a strong contributor to performance. This company, which was the Fund’s largest single holding, nearly doubled its dividend in the past year. It has an above-market yield and sells at a price that, relative to its earnings, represents a substantial discount over the valuation of the overall market. Our research indicates that the company is expected to improve its earnings substantially in 2004 as global economic activity increases.

We believe anchoring our portfolio with stocks like these helps position us to deliver attractive returns over time, with a lower level of risk than exists in the overall stock market.

Positioning the Fund for 2004

The Fund begins 2004 with an emphasis on stocks in sectors that we believe should benefit from a strong surge in both U.S. and worldwide economic activity. These include industrials and basic materials companies. Other areas where we are finding attractive investment opportunities with modest risk are healthcare and gas utilities.

14

Fund Highlights

Your Fund’s Approach

The Fund invests in large- and medium-capitalization, dividend-paying, common stocks. To select investments for the Fund, the managers focus on companies that are expected to grow over time and support a growing dividend payment, as well as stocks that do not pay dividends currently but offer prospects for capital growth and future dividend payments.

Average Annual Total Returns¹

As of 12-31-03

Investor Class
1-year	24.50	%
5-year	2.58	%
10-year	9.69	%
Since Inception (7-1-93)	9.66	%

Class K2
1-year	24.99	%
5-year	2.75	%
10-year	9.78	%
Since Inception (7-1-93)	9.75	%

Equity funds are volatile investments and should only be considered for long-term goals.

Growth of an Assumed $10,000 Investment^†

From 7-1-93 to 12-31-03

Mention of specific securities in this report is not indicative of whether the Fund may make additional purchases of, sell all or a portion of, or continue to hold those securities.

^† 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 S&P 500 Index (“S&P 500”) and the Lipper Equity Income Funds Index. Results include the reinvestment of all dividends and capital gains distributions. Performance is historical and does not represent future results. Investment returns and principal value vary, and you may have a gain or loss when you sell shares. Current performance may be lower or higher than the quoted performance. Call us or visit www.Strong.com for the most current performance information. The graph and the Average Annual Total Returns table do not reflect the deduction of taxes, if any, that a shareholder would pay on Fund distributions or the redemption of Fund shares. This graph is based on Investor Class shares only; performance for other classes will vary due to differences in fee structures.

The Fund’s prospectus and statement of additional information may describe restrictions on the percentage of a particular type or quality of security in which the Fund may invest (“Percentage Restrictions”). Percentage Restrictions apply at the time the Fund purchases a security. Circumstances subsequent to the purchase of the security, such as a change in: (1) the Fund’s assets (e.g., due to cash inflows and redemptions); (2) the market value of the security; or (3) the pricing, liquidity, or rating of the security, may cause the Fund to exceed or fall short of the Percentage Restriction. If this happens, the Fund’s continued holding of the security will not constitute a violation of the Percentage Restriction.

From time to time, the Fund’s advisor and/or administrator has waived its fees and/or absorbed Fund expenses, which has resulted in higher yields and returns.

¹ The performance of the Strong Dividend Income Fund prior to December 8, 2001, is based on the Fund’s previous investment strategy where the Fund was managed as a nondiversified utilities fund.

² The performance of Class K shares prior to December 31, 2001, is based on the Fund’s Investor Class shares’ performance. Please consult a prospectus for information about all share classes.

^* The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market value weighted index (stock price times number of shares outstanding), with each stock’s weight in the Index proportionate to its market value. The Lipper Equity Income Funds Index is the average of the 30 largest funds in the Lipper Equity Income Funds Category. Source of the S&P index data is Standard & Poor’s Micropal. Source of the Lipper index data is Lipper Inc.

Thank you for your investment in the Strong Dividend Income Fund.

William A. Ferer

Portfolio Co-Manager

Mark D. Luftig

Portfolio Co-Manager

William H. Reaves

Portfolio Co-Manager

Ronald J. Sorenson

Portfolio Co-Manager

15

SCHEDULES OF INVESTMENTS IN SECURITIES December 31, 2003

STRONG DOW 30 VALUE FUND

	Shares or Principal Amount		Value (Note 2)
Common Stocks 97.8%
Aerospace - Defense 3.9%
The Boeing Company		81,200	$	3,421,768
Auto Manufacturers - Domestic 4.3%
General Motors Corporation		71,000		3,791,400
Banks - Money Center 12.0%
Citigroup, Inc.		101,500		4,926,810
J.P. Morgan Chase & Company		154,600		5,678,458
				10,605,268
Beverages - Soft Drinks 1.8%
The Coca-Cola Company		31,200		1,583,400
Computer - IT Services 3.3%
International Business Machines Corporation		31,200		2,891,616
Computer - Manufacturers 4.9%
Hewlett-Packard Company		186,200		4,277,014
Computer Software - Desktop 1.0%
Microsoft Corporation		31,200		859,248
Diversified Operations 12.1%
E.I. Du Pont de Nemours & Company		31,200		1,431,768
General Electric Company		31,200		966,576
Honeywell International, Inc.		81,200		2,714,516
United Technologies Corporation		31,000		2,937,870
3M Co.		31,200		2,652,936
				10,703,666
Electronics - Semiconductor Manufacturing 5.5%
Intel Corporation		151,000		4,862,200
Financial Services - Miscellaneous 1.7%
American Express Company		31,000		1,495,130
Leisure - Photo Equipment/Related 0.9%
Eastman Kodak Company		31,000		795,770
Leisure - Services 0.8%
The Walt Disney Company		31,200		727,896
Machinery - Construction/Mining 8.3%
Caterpillar, Inc.		88,500		7,347,270
Medical - Drug/Diversified 1.8%
Johnson & Johnson		31,000		1,601,460
Medical - Ethical Drugs 4.0%
Merck & Company, Inc.		76,000		3,511,200
Metal Ores - Miscellaneous 4.6%
Alcoa, Inc.		105,400		4,005,200
Oil & Gas - International Integrated 5.3%
Exxon Mobil Corporation		115,000		4,715,000
Paper & Paper Products 1.5%
International Paper Company		31,000		1,336,410
Retail - Major Discount Chains 1.9%
Wal-Mart Stores, Inc.		31,000		1,644,550
Retail - Restaurants 0.9%
McDonald’s Corporation		31,000	$	769,730
Retail/Wholesale - Building Products 1.2%
The Home Depot, Inc.		31,000		1,100,190
Soap& Cleaning Preparations 3.5%
The Procter & Gamble Company		31,200		3,116,256
Telecommunications - Services 5.9%
AT&T Corporation		31,000		629,300
SBC Communications, Inc.		175,200		4,567,464
				5,196,764
Tobacco 6.7%
Altria Group, Inc.		109,000		5,931,780
Total Common Stocks (Cost $72,311,621)				86,290,186
Short-Term Investments (a) 2.1%
Collateral Received For Securities Lending (e) 0.0%
Navigator Prime Portfolio		10,250		10,250
Repurchase Agreements 2.1%
State Street Bank (Dated 12/31/03), 0.75%, Due 1/02/04 (Repurchase proceeds $1,823,276); Collateralized by: United States Government & Agency Issues (d)	$	1,823,200		1,823,200
Total Short-Term Investments (Cost $1,833,450)				1,833,450
Total Investments in Securities (Cost $74,145,071) 99.9%				88,123,636
Other Assets and Liabilities, Net 0.1%				70,093
Net Assets 100.0%			$	88,193,729

STRONG MID CAP DISCIPLINED FUND

	Shares or Principal Amount	Value (Note 2)
Common Stocks 79.9%
Aerospace - Defense 3.1%
Raytheon Company	320,000	$	9,612,800
Banks - Super Regional 0.2%
Marshall & Ilsley Corporation	10,000		382,500
SouthTrust Corporation	10,000		327,300
			709,800
Beverages - Soft Drinks 2.1%
Coca-Cola Enterprises, Inc.	295,000		6,451,650
Building - Maintenance & Services 0.2%
The ServiceMaster Company	58,000		675,700
Building Products - Wood 0.6%
Georgia-Pacific Corporation	1,000		30,670
Rayonier, Inc.	44,279		1,838,021
			1,868,691
Chemicals - Basic 0.0%
The Dow Chemical Company	800		33,256
Chemicals - Specialty 0.0%
Hercules, Inc. (b)	3,000		36,600

16

STRONG MID CAP DISCIPLINED FUND (continued)

	Shares or Principal Amount	Value (Note 2)
Diversified Operations 0.4%
Loews Corporation	25,000	$	1,236,250
Electronics - Military Systems 1.7%
L-3 Communications Corporation (b)	105,000		5,392,800
Energy - Other 0.0%
Arch Coal, Inc.	1,000		31,170
Finance - Equity REIT 0.4%
Apartment Investment & Management Company Class A	34,600		1,193,700
Finance - Investment Management 2.8%
Janus Capital Group, Inc.	540,000		8,861,400
Food - Meat Products 0.9%
Smithfield Foods, Inc. (b)	126,000		2,608,200
Tyson Foods, Inc. Class A	20,000		264,800
			2,873,000
Food - Miscellaneous Preparation 10.5%
Campbell Soup Company	120,000		3,216,000
ConAgra, Inc.	408,000		10,767,120
Del Monte Foods Company (b)	1,110,000		11,544,000
Sara Lee Corporation	350,000		7,598,500
			33,125,620
Household - Housewares 0.4%
Newell Rubbermaid, Inc.	55,000		1,252,350
Insurance - Accident & Health 0.0%
Conseco, Inc. (b)	2,000		43,600
Insurance - Life 0.5%
Scottish Re Group, Ltd.	75,000		1,558,500
Insurance - Property/Casualty/Title 9.3%
Ohio Casualty Corporation (b)	545,000		9,461,200
Old Republic International Corporation	57,000		1,445,520
SAFECO Corporation	300,000		11,679,000
The St. Paul Companies, Inc.	40,000		1,586,000
Travelers Property and Casualty Corporation Class B	300,000		5,091,000
			29,262,720
Leisure - Gaming/Equipment 4.0%
Park Place Entertainment Corporation (b)	1,165,000		12,616,950
Media - Books 0.0%
Pearson PLC	5,000		56,050
Media - Periodicals 1.7%
Readers Digest Association, Inc. Class A	369,600		5,418,336
Medical - Biomedical/Biotechnology 0.0%
ImClone Systems, Inc. (b)	700		27,762
Medical - Generic Drugs 2.4%
Alpharma, Inc. Class A	380,000		7,638,000
Medical - Hospitals 2.2%
Triad Hospitals, Inc. (b)	210,000		6,986,700
Medical - Products 1.0%
Millipore Corporation (b)	75,000		3,228,750
Medical - Wholesale Drugs/Sundries 5.8%
McKesson Corporation	327,000	$	10,516,320
PSS World Medical, Inc. (b)	630,000		7,604,100
			18,120,420
Medical/Dental - Supplies 3.8 %
Apogent Technologies, Inc. (b)	15,000		345,600
Sola International, Inc. (b)	613,000		11,524,400
			11,870,000
Metal Ores - Miscellaneous 0.1%
Phelps Dodge Corporation (b)	2,000		152,180
Oil & Gas - Drilling 0.6%
GlobalSantaFe Corporation	70,000		1,738,100
Oil & Gas - International Exploration & Production 2.0%
Amerada Hess Corporation	121,000		6,433,570
Oil & Gas - International Specialty 3.4%
Kerr McGee Corporation	230,000		10,692,700
Oil & Gas - Machinery/Equipment 3.1%
Baker Hughes, Inc.	111,000		3,569,760
Cooper Cameron Corporation (b)	70,000		3,262,000
FMC Technologies, Inc. (b)	125,000		2,912,500
			9,744,260
Oil & Gas - United States Exploration & Production 3.4%
Devon Energy Corporation	188,000		10,764,880
Paper & Paper Products 0.5%
Abitibi-Consolidated, Inc.	5,000		40,550
MeadWestvaco Corporation	1,000		29,750
Smurfit-Stone Container Corporation (b)	1,800		33,426
Temple-Inland, Inc.	22,000		1,378,740
			1,482,466
Pollution Control - Services 1.3%
Republic Services, Inc.	150,000		3,844,500
Waste Management, Inc.	3,000		88,800
			3,933,300
Retail - Department Stores 0.0%
J.C. Penney Company, Inc. (Holding Company)	2,000		52,560
Retail - Restaurants 0.5%
Cosi, Inc. (b)	560,000		1,562,400
McDonald’s Corporation	1,000		24,830
			1,587,230
Retail - Super/Mini Markets 2.0%
The Kroger Company (b)	346,000		6,404,460
Tobacco 1.9%
Loews Corp - Carolina Group	230,800		5,825,392
RJ Reynolds Tobacco Holdings, Inc.	1,000		58,150
			5,883,542
Utility - Electric Power 2.3%
Consolidated Edison, Inc.	37,800		1,625,778
FirstEnergy Corporation	91,000		3,203,200
FPL Group, Inc.	39,000		2,551,380
			7,380,358
Utility - Gas Distribution 4.8%
CenterPoint Energy, Inc.	1,178,000		11,414,820
KeySpan Corporation	52,700		1,939,360
Sempra Energy	53,000		1,593,180
			14,947,360
Total Common Stocks (Cost $219,374,391)			251,379,541

17

SCHEDULES OF INVESTMENTS IN SECURITIES (continued) December 31, 2003

STRONG MID CAP DISCIPLINED FUND (continued)

	Shares or Principal Amount		Value (Note 2)
Convertible Preferred Stocks 0.8%
Scottish Re Group Limited		100,000	$	2,690,000
Total Preferred Stocks (Cost $2,500,000)				2,690,000
Short-Term Investments (a) 19.5%
Collateral Received For Securities Lending (e) 0.7%
Navigator Prime Portfolio		2,133,916		2,133,916
Repurchase Agreements 17.5%
ABN AMRO Inc. (Dated 12/31/03), 0.95%, Due 1/02/04 (Repurchase proceeds $54,602,882); Collateralized by: United States Government & Agency Issues (d)	$	54,600,000		54,600,000
State Street Bank (Dated 12/31/03), 0.75%, Due 1/02/04 (Repurchase proceeds $566,923); Collateralized by: United States Government & Agency Issues (d)		556,900		556,900
				55,156,900
United States Government & Agency Issues 1.3%
U.S. Treasury Bills, 0.935%, Due 2/19/04		4,000,000		3,995,764
Total Short-Term Investments (Cost $61,285,989)				61,286,580
Total Investments in Securities (Cost $283,160,380) 100.2%				315,356,121
Other Assets and Liabilities, Net (0.2%)				(592,590	)
Net Assets 100.0%			$	314,763,531

WRITTEN OPTIONS ACTIVITY

	Contracts		Premiums
Options outstanding at beginning of year	—		$	—
Options written during the year	3,550			919,461
Options closed	(2,170	)		(860,740	)
Options expired	(1,380	)		(58,721	)
Options exercised	—			—
Options outstanding at end of year	—		$	—

STRONG MULTI CAP VALUE FUND

	Shares or Principal Amount	Value (Note 2)
Common Stocks 95.6%
Apparel - Clothing Manufacturer 0.3%
Guess?, Inc. (b)	50,400	$	608,328
Auto/Truck - Original Equipment 1.4%
Dana Corporation	187,500		3,440,625
Banks - Southeast 0.9%
Cardinal Financial Corporation (b)	64,700		535,716
Coast Financial Holdings, Inc. (b)	41,800		568,480
Hibernia Corporation Class A	45,200		1,062,652
			2,166,848
Building - Construction Products/Miscellaneous 3.1%
Royal Group Technologies, Ltd. (b)	786,400		7,455,072
Building - Heavy Construction 2.9%
Chicago Bridge & Iron Company NV	241,300		6,973,570
Building - Maintenance & Services 1.0%
ABM Industries, Inc.	132,275	$	2,302,908
Chemicals - Fertilizers 0.4%
Agrium, Inc.	61,700		1,015,582
Chemicals - Plastics 0.3%
Intertape Polymer Group, Inc. (b)	59,700		759,981
Commercial Services - Security/Safety 0.8%
Armor Holdings, Inc. (b)	67,900		1,786,449
Commercial Services - Staffing 0.3%
MPS Group, Inc. (b)	84,900		793,815
Computer Software - Enterprise 0.9%
Lightbridge, Inc. (b)	100,400		913,640
TIBCO Software, Inc. (b)	167,900		1,136,683
			2,050,323
Containers 0.7%
Constar International, Inc. (b)	321,400		1,732,346
Electronics - Contract Manufacturing 0.7%
Celestica, Inc. (b)	112,300		1,692,361
Electronics – Miscellaneous Components 1.7%
Coherent, Inc. (b)	171,070		4,071,466
Electronics - Scientific Measuring 1.5%
Newport Corporation (b)	55,700		920,721
Veeco Instruments, Inc. (b) (c)	95,515		2,693,523
			3,614,244
Electronics - Semiconductor Manufacturing 1.3%
Amkor Technology, Inc. (b)	66,500		1,210,965
Credence Systems Corporation (b)	79,600		1,047,536
Zoran Corporation (b)	46,800		813,852
			3,072,353
Finance - Equity REIT 0.6%
American Financial Realty Trust	78,800		1,343,540
Finance - Investment Brokers 1.1%
Labranche & Company, Inc.	224,000		2,614,080
Food - Miscellaneous Preparation 1.3%
Del Monte Foods Company (b)	301,400		3,134,560
Household - Appliances 1.1%
Maytag Corporation	92,400		2,573,340
Insurance - Accident & Health 0.8%
UnumProvident Corporation	120,800		1,905,016
Insurance - Life 0.5%
American Equity Investment Life Holding Company	118,000		1,176,460
Insurance - Property/Casualty/Title 4.8%
Donegal Group, Inc. Class A	20,700		455,814
Endurance Specialty Holdings, Ltd.	45,500		1,526,525
Mercury General Corporation	144,200		6,712,510
NYMAGIC, Inc.	41,000		1,124,220
SAFECO Corporation	38,700		1,506,591
			11,325,660

18

STRONG MULTI CAP VALUE FUND (continued)

	Shares or Principal Amount		Value (Note 2)
Internet - Software 1.6%
FreeMarkets, Inc. (b)		584,000	$	3,906,960
Leisure - Services 0.5%
Pegasus Solutions, Inc. (b)		109,600		1,147,512
Media - Periodicals 0.3%
Readers Digest Association, Inc. Class A		52,200		765,252
Medical - Biomedical/Biotechnology 1.8%
CV Therapeutics, Inc. (b) (c)		284,300		4,167,838
Medical - Generic Drugs 1.8%
Andrx Group (b)		177,900		4,276,716
Medical - Nursing Homes 4.4%
Beverly Enterprises, Inc. (b)		933,200		8,016,188
Manor Care, Inc.		72,500		2,506,325
				10,522,513
Medical - Outpatient/Home Care 0.2%
Gentiva Health Services, Inc. (b)		32,500		410,800
Medical/Dental - Services 0.8%
Omnicare, Inc. (c)		49,300		1,991,227
Metal Ores - Gold/Silver 6.2%
Apex Silver Mines, Ltd. (b)		345,700		7,225,130
Harmony Gold Mining Company, Ltd. Sponsored ADR (c)		326,800		5,303,964
Meridian Gold, Inc. (b)		152,210		2,223,788
				14,752,882
Metal Ores - Miscellaneous 1.2%
Inco, Ltd. (b)		70,600		2,811,292
Oil & Gas - Canadian Exploration & Production 2.3%
Canadian Natural Resources, Ltd.		106,000		5,346,640
Oil & Gas - Drilling 4.0%
Helmerich & Payne, Inc.		158,800		4,435,284
Transocean, Inc. (b)		213,600		5,128,536
				9,563,820
Oil & Gas - Field Services 7.7%
Global Industries, Ltd. (b)		1,208,400		6,223,260
Key Energy Services, Inc. (b)		684,600		7,058,226
Layne Christensen Company (b)		30,600		359,550
Matrix Service Company (b)		36,200		657,030
Newpark Resources, Inc. (b)		281,200		1,346,948
Oceaneering International, Inc. (b)		15,900		445,200
Willbros Group, Inc. (b)		174,600		2,098,692
				18,188,906
Oil & Gas - International Exploration & Production 0.1%
CNOOC, Ltd. ADR		8,400		335,328
Oil & Gas - United States Exploration & Production 10.7%
Forest Oil Corporation (b)		269,300		7,693,901
Noble Energy, Inc.		109,200		4,851,756
Pioneer Natural Resources Company (b)		76,900		2,455,417
Pogo Producing Company		21,600		1,043,280
Range Resources Corporation (b)		525,800		4,968,810
Stone Energy Corporation (b)		103,100		4,376,595
				25,389,759
Oil & Gas - United States Integrated 2.5%
El Paso Corporation (c)		738,800	$	6,050,772
Pollution Control - Services 1.3%
Calgon Carbon Corporation		480,760		2,985,519
Retail - Clothing/Shoes 0.3%
American Eagle Outfitters, Inc. (b)		45,900		752,760
Retail - Department Stores 0.7%
Dillards, Inc.		16,100		265,006
J.C. Penney Company, Inc. (Holding Company)		52,400		1,377,072
				1,642,078
Retail - Restaurants 1.6%
California Pizza Kitchen, Inc. (b)		124,800		2,512,224
Darden Restaurants, Inc.		34,800		732,192
Worldwide Restaurant Concepts, Inc. (b)		203,700		570,360
				3,814,776
Steel - Specialty Alloys 5.7%
GrafTech International, Ltd. (b)		1,004,100		13,555,350
Telecommunications - Equipment 5.1%
ADC Telecommunications, Inc. (b)		1,821,600		5,410,152
ECI Telecom, Ltd. (b)		1,166,400		6,683,472
				12,093,624
Telecommunications - Services 0.5%
Cincinnati Bell, Inc. (b)		223,300		1,127,665
Transportation - Rail 3.2%
CSX Corporation		212,200		7,626,468
Transportation - Services 0.3%
EGL, Inc. (b)		37,300		654,988
Transportation - Truck 1.0%
Covenant Transport, Inc. Class A (b)		116,600		2,216,566
Overnite Corporation (b)		2,500		56,875
				2,273,441
Utility - Electric Power 1.4%
TECO Energy, Inc.		224,700		3,237,927
Total Common Stocks (Cost $217,063,368)				227,001,740
Short-Term Investments (a) 4.6%
Repurchase Agreements
ABN AMRO Inc. (Dated 12/31/03), 0.95%, Due 1/02/04 (Repurchase proceeds $9,500,501); Collateralized by: United States Government & Agency Issues (d)	$	9,500,000		9,500,000
State Street Bank (Dated 12/31/03), 0.75%, Due 1/02/04 (Repurchase proceeds $1,421,559); Collateralized by: United States Government & Agency Issues (d)		1,421,500		1,421,500
Total Short-Term Investments (Cost $10,921,500)				10,921,500
Total Investments in Securities (Cost $227,984,868) 100.2%				237,923,240
Other Assets and Liabilities, Net (0.2%)				(551,891	)
Net Assets 100.0%			$	237,371,349

19

SCHEDULES OF INVESTMENTS IN SECURITIES (continued) December 31, 2003

STRONG MULTI CAP VALUE FUND (continued)

WRITTEN OPTIONS ACTIVITY

	Contracts		Premiums
Options outstanding at beginning of year	10,539		$	2,013,618
Options written during the year	27,036			6,015,516
Options closed	(31,348	)		(6,760,509	)
Options expired	(2,250	)		(322,323	)
Options exercised	(2,002	)		(465,883	)
Options outstanding at end of year	1,975		$	480,419

WRITTEN CALL OPTIONS DETAIL

	Contracts (100 shares per contract)	Value (Note 2)
CV Therapeutics, Inc.
(Strike Price is $25.00. Expiration date is 1/16/04. Premium received is $57,697.)	100	$	(250	)
(Strike Price is $30.00. Expiration date is 1/16/04. Premium received is $38,789.)	100		(250	)
El Paso Corporation
(Strike Price is $6.00. Expiration date is 1/16/04. Premium received is $16,199.)	100		(22,250	)
(Strike Price is $7.50. Expiration date is 1/16/04. Premium received is $15,799.)	200		(16,000	)
Harmony Gold Mining Company, Ltd. Sponsored ADR
(Strike Price is $15.00. Expiration date is 1/16/04. Premium received is $48,598.)	300		(44,250	)
(Strike Price is $15.00. Expiration date is 5/21/04. Premium received is $43,398.)	200		(49,500	)
Omnicare, Inc.
(Strike Price is $37.50. Expiration date is 1/16/04. Premium received is $15,899.)	75		(23,250	)
(Strike Price is $40.00. Expiration date is 3/19/04. Premium received is $8,350.)	50		(11,000	)
Veeco Instruments, Inc.
(Strike Price is $22.50. Expiration date is 1/16/04. Premium received is $42,698.)	100		(58,000	)
(Strike Price is $25.00. Expiration date is 1/16/04. Premium received is $22,199.)	100		(35,500	)
(Strike Price is $30.00. Expiration date is 1/16/04. Premium received is $72,897.)	450		(24,750	)
(Strike Price is $20.00. Expiration date is 4/16/04. Premium received is $69,697.)	100		(87,000	)
(Strike Price is $30.00. Expiration date is 4/16/04. Premium received is $28,199.)	100		(23,500	)
	1,975	$	(395,500	)

STRONG SMALL COMPANY VALUE FUND

	Shares or Principal Amount	Value (Note 2)
Common Stocks 81.0%
Apparel - Clothing Manufacturer 1.0%
Russell Corporation	22,700	$	398,612
Apparel - Shoes & Related Manufacturing 0.5%
The Stride Rite Corporation	17,000		193,460
Banks - Midwest 2.1%
First Indiana Corporation	16,000	$	300,000
Peoples Bancorp, Inc.	4,200		123,942
Provident Financial Group, Inc.	7,400		236,430
UMB Financial Corporation	2,200		104,588
Unizan Financial Corporation	2,500		50,625
			815,585
Banks - Northeast 0.4%
First Commonwealth Financial Corporation	6,200		88,412
NBT Bancorp, Inc.	3,800		81,472
			169,884
Building - Air Conditioning & Heating Products 2.3%
Comfort Systems USA, Inc. (b)	167,000		915,160
Building - Maintenance & Services 0.9%
EMCOR Group, Inc. (b)	8,000		351,200
Chemicals - Specialty 0.1%
Hercules, Inc. (b)	2,000		24,400
Commercial Services - Advertising 0.1%
Catalina Marketing Corporation (b)	1,000		20,160
Commercial Services - Consulting 0.1%
Kroll, Inc. (b)	1,000		26,000
Commercial Services - Healthcare 1.6%
Radiologix, Inc. (b)	185,000		627,150
Commercial Services - Miscellaneous 1.0%
Crawford & Company Class A	50,000		354,500
CSG Systems International, Inc. (b)	2,000		24,980
			379,480
Computer Software - Education/ Entertainment 3.4%
Midway Games, Inc. (b)	350,000		1,358,000
Computer Software - Financial 0.1%
S1 Corporation (b)	4,000		32,200
Consumer Products - Miscellaneous 0.1%
Rayovac Corporation (b)	1,500		31,425
Electronics - Military Systems 0.3%
Herley Industries, Inc. (b)	4,900		101,430
Electronics - Miscellaneous Components 0.1%
Brillian Corporation (b)	4,925		41,616
Energy - Other 0.1%
Arch Coal, Inc.	600		18,702
Finance - Consumer/Commercial Loans 0.3%
Financial Federal Corporation (b)	3,600		109,980
Finance - Savings & Loan 0.2%
Citizens First Bancorp, Inc.	3,800		86,640
Financial Services - Miscellaneous 0.4%
ACE Cash Express, Inc. (b)	7,900		167,938
Food - Dairy Products 1.1%
Galaxy Nutritional Foods, Inc. (b)	175,000		439,250

20

STRONG SMALL COMPANY VALUE FUND (continued)

	Shares or Principal Amount		Value (Note 2)
Food - Miscellaneous Preparation 6.0%
Del Monte Foods Company (b)		114,000	$	1,185,600
Lance, Inc.		15,700		235,971
Monterey Pasta Company (b)		177,300		661,329
Tasty Baking Company		30,500		308,355
				2,391,255
Insurance - Accident & Health 0.1%
Conseco, Inc. (b)		1,000		21,800
Insurance - Life 2.4%
Scottish Re Group, Ltd.		45,200		939,256
Insurance - Property/Casualty/Title 3.6%
Ohio Casualty Corporation (b)		83,000		1,440,880
Leisure - Gaming 2.2%
Park Place Entertainment Corporation (b)		80,000		866,400
Machinery - General Industrial 3.0%
Robbins & Myers, Inc.		49,800		945,702
Tennant Company		6,000		259,800
				1,205,502
Media - Periodicals 2.8%
Readers Digest Association, Inc. Class A		76,000		1,114,160
Medical - Biomedical/Genetics 0.1%
Guilford Pharmaceuticals, Inc. (b)		7,000		47,460
Medical - Generic Drugs 1.8%
Alpharma, Inc. Class A		35,600		715,560
Medical - Instruments 2.4%
CTI Molecular Imaging, Inc. (b)		57,000		963,870
Medical - Products 0.4%
Cambrex Corporation		2,000		50,520
Vital Signs, Inc.		2,900		94,830
				145,350
Medical - Wholesale Drugs/Sundries 3.5%
PSS World Medical, Inc. (b)		115,000		1,388,050
Medical/Dental - Services 0.5%
Hooper Holmes, Inc.		32,000		197,760
Medical/Dental - Supplies 3.5%
Apogent Technologies, Inc. (b)		1,000		23,040
Sola International, Inc. (b)		73,000		1,372,400
				1,395,440
Metal Processing & Fabrication 1.8%
Valmont Industries, Inc.		31,000		717,650
Office - Equipment & Automation 2.7%
InFocus Corporation (b)		110,000		1,064,800
Oil & Gas - Field Services 5.3%
Expro International Group PLC (GBP) (g)		50,000		245,520
Fugro NV (EUR) (g)		11,500		591,119
Global Industries, Ltd. (b)		25,000		128,750
Layne Christensen Company (b)		9,800		115,150
Oceaneering International, Inc. (b)		28,000		784,000
Seabulk International, Inc. (b)		30,800		250,096
				2,114,635
Oil & Gas - International Exploration & Production 3.6%
Kerr McGee Corporation		24,000		1,115,760
Vintage Petroleum, Inc.		26,000		312,780
				1,428,540
Oil & Gas - Machinery/Equipment 4.6%
FMC Technologies, Inc. (b)		45,000	$	1,048,500
National-Oilwell, Inc. (b)		32,000		715,520
Universal Compression Holdings, Inc. (b)		2,200		57,552
				1,821,572
Oil & Gas - Refining/Marketing 0.4%
Frontier Oil Corporation		6,400		110,208
Lubrizol Corporation		2,000		65,040
				175,248
Paper & Paper Products 1.5%
Buckeye Technologies, Inc. (b)		55,300		555,765
Temple-Inland, Inc.		600		37,602
				593,367
Pollution Control - Services 1.7%
Casella Waste Systems, Inc. (b)		49,000		670,810
Retail - Clothing/Shoes 1.0%
Syms Corporation (b)		58,000		399,620
Retail - Restaurants 4.1%
Buca, Inc. (b)		74,000		503,940
Cosi, Inc. (b)		175,369		489,280
Rubio’s Restaurants, Inc. (b)		107,000		639,860
				1,633,080
Retail - Super/Mini Markets 2.1%
Wild Oats Markets, Inc. (b)		2,000		25,860
Winn-Dixie Stores, Inc.		80,000		796,000
				821,860
Retail/Wholesale - Food 0.0%
Green Mountain Coffee Roasters, Inc. (b)		500		11,510
Telecommunications - Equipment 0.3%
Three-Five Systems, Inc. (b)		19,700		103,228
Textile - Mill/Household 0.5%
Unifi, Inc. (b)		28,300		182,535
Utility - Gas Distribution 2.9%
CenterPoint Energy, Inc.		118,000		1,143,420
Total Common Stocks (Cost $26,738,409)				32,022,890
Convertible Preferred Stocks 0.5%
Insurance - Life
Scottish RE Group, LTD.		7,000		188,300
Total Convertible Preferred Stocks (Cost $180,600)				188,300
Short-Term Investments (a) 15.8%
Repurchase Agreements 14.5%
ABN AMRO Inc. (Dated 12/31/03), 0.95%, Due 1/02/04 (Repurchase proceeds $5,200,274); Collateralized by: United States Government & Agency Issues (d)	$	5,200,000		5,200,000
State Street Bank (Dated 12/31/03), 0.75%, Due 1/02/04 (Repurchase proceeds $551,023); Collateralized by: United States Government & Agency Issues (d)		551,000		551,000
				5,751,000
U.S. Government 1.3%
United States Treasury Bills, Due 1/02/04 thru 2/19/04 (c)		520,000		519,594
Total Short-Term Investments (Cost $6,270,550)				6,270,594
Total Investments in Securities (Cost $33,189,559) 97.3%				38,481,784
Other Assets and Liabilities, Net 2.7%				1,067,484
Net Assets 100.0%			$	39,549,268

21

SCHEDULES OF INVESTMENTS IN SECURITIES (continued) December 31, 2003

STRONG SMALL/MID CAP VALUE FUND

	Shares or Principal Amount	Value (Note 2)
Common Stocks 96.2%
Aerospace - Defense Equipment 0.6%
Evans & Sutherland Computer Corporation (b)	11,060	$	49,770
Apparel - Clothing Manufacturer 1.3%
Guess?, Inc. (b)	5,485		66,204
Phillips Van Heusen Corporation	2,460		43,640
			109,844
Banks - Southeast 1.3%
Cardinal Financial Corporation (b)	8,400		69,552
Coast Financial Holdings, Inc. (b)	3,060		41,616
			111,168
Beverages - Soft Drinks 2.0%
Coca-Cola Enterprises, Inc.	5,035		110,115
The Pepsi Bottling Group, Inc.	2,735		66,132
			176,247
Building - Construction Products/Miscellaneous 1.6%
Royal Group Technologies, Ltd. (b)	15,120		143,338
Building - Heavy Construction 1.4%
Chicago Bridge & Iron Company NV	4,345		125,570
Building - Maintenance & Services 0.2%
ABM Industries, Inc.	1,110		19,325
Chemicals - Plastics 2.9%
Intertape Polymer Group, Inc. (b)	8,245		104,959
Intertape Polymer Group, Inc. (CAD) (Acquired date 9/05/03; Cost $29,250) (b) (f) (g)	4,000		50,888
PolyOne Corporation (b)	14,645		93,582
			249,429
Chemicals - Specialty 1.3%
OM Group, Inc. (b)	4,375		114,581
Commercial Services - Advertising 0.8%
R.H. Donnelley Corporation (b)	1,645		65,537
Commercial Services - Consulting 0.4%
Navigant Consulting, Inc. (b)	1,980		37,343
Commercial Services - Healthcare 0.4%
US Oncology, Inc. (b)	3,110		33,464
Commercial Services - Security/Safety 1.9%
Armor Holdings, Inc. (b)	1,850		48,674
DHB Industries, Inc. (b)	5,680		39,760
OSI Systems, Inc. (b)	3,960		76,072
			164,506
Commercial Services - Staffing 1.1%
Kforce.com, Inc. (b)	5,315		49,642
MPS Group, Inc. (b)	4,700		43,945
			93,587
Computer Software - Enterprise 1.2%
Lightbridge, Inc. (b)	4,485		40,814
TIBCO Software, Inc. (b)	8,855		59,948
			100,762
Computer Software - Medical 0.2%
IDX Systems Corporation (b)	760		20,383
Containers 1.5%
Constar International, Inc. (b)	23,855		128,578
Electrical - Equipment 0.5%
Encore Wire Corporation (b)	2,255		39,936
Electronics - Contract Manufacturing 0.7%
Celestica, Inc. (b)	4,035	$	60,807
Electronics - Miscellaneous Components 0.5%
Coherent, Inc. (b)	1,755		41,769
Electronics - Parts Distributors 0.2%
Richardson Electronics, Ltd.	1,685		20,709
Electronics - Scientific Measuring 0.4%
Newport Corporation (b)	2,165		35,787
Electronics - Semiconductor Manufacturing 2.8%
Amkor Technology, Inc. (b)	2,115		38,514
ChipPAC, Inc. Class A (b)	8,620		65,426
Credence Systems Corporation (b)	4,730		62,247
TriQuint Semiconductor, Inc. (b)	5,175		36,587
Zoran Corporation (b)	2,555		44,431
			247,205
Finance - Savings & Loan 0.6%
Pacific Premier Bancorp, Inc. (b)	5,045		55,949
Food - Miscellaneous Preparation 0.9%
Del Monte Foods Company (b)	7,505		78,052
Household - Appliances 1.1%
Maytag Corporation	3,475		96,779
Insurance - Accident & Health 0.6%
UnumProvident Corporation	3,485		54,958
Insurance - Brokers 0.4%
Willis Group Holdings, Ltd.	975		33,218
Insurance - Life 0.6%
Phoenix Companies, Inc.	4,480		53,939
Insurance - Property/Casualty/Title 4.9%
Argonaut Group, Inc. (b)	3,760		58,430
Donegal Group, Inc. Class A	700		15,414
Endurance Specialty Holdings, Ltd.	775		26,001
Mercury General Corporation	4,010		186,666
NYMAGIC, Inc.	1,400		38,388
Penn-America Group, Inc.	4,690		62,236
SAFECO Corporation	970		37,762
			424,897
Internet - E*Commerce 1.4%
Stamps.com, Inc. (b)	20,135		124,837
Internet - Internet Service Provider 0.2%
Earthlink, Inc. (b)	1,775		17,750
Internet - Software 0.7%
FreeMarkets, Inc. (b)	9,660		64,625
Media - Periodicals 0.2%
Readers Digest Association, Inc. Class A	1,300		19,058
Medical - Biomedical/Biotechnology 0.3%
CV Therapeutics, Inc. (b) (c)	1,500		21,990
Medical - Generic Drugs 0.8%
Andrx Group (b)	2,840		68,274

22

STRONG SMALL/MID CAP VALUE FUND (continued)

	Shares or Principal Amount		Value (Note 2)
Medical - Nursing Homes 2.6%
Beverly Enterprises, Inc. (b)		23,390	$	200,920
Manor Care, Inc.		770		26,619
				227,539
Medical - Products 5.0%
Allied Healthcare Products, Inc. (b)		24,000		92,400
Covalent Group, Inc. (b)		84,600		215,815
Discovery Partners International, Inc. (b)		5,525		33,979
OraSure Technologies, Inc. (b)		11,890		94,644
				436,838
Medical - Systems/Equipment 0.6%
Cantel Medical Corporation (b)		3,400		55,046
Medical/Dental - Services 0.3%
Omnicare, Inc.		605		24,436
Metal Ores - Gold/Silver 4.6%
Apex Silver Mines, Ltd. (b)		6,415		134,073
Harmony Gold Mining Company, Ltd. Sponsored ADR (c)		8,100		131,463
Meridian Gold, Inc. (b)		3,090		45,145
Newmont Mining Corporation Holding Company (c)		1,870		90,901
				401,582
Metal Ores - Miscellaneous 0.3%
Alcan, Inc.		525		24,649
Metal Processing & Fabrication 1.5%
Webco Industries, Inc. (b)		31,030		127,223
Oil & Gas - Canadian Exploration & Production 1.7%
Canadian Natural Resources, Ltd.		2,855		144,006
Oil & Gas - Canadian Integrated 0.4%
Imperial Oil, Ltd.		775		34,426
Oil & Gas - Drilling 3.6%
Grey Wolf, Inc. (b)		8,215		30,724
Helmerich & Payne, Inc.		2,580		72,059
Pride International, Inc. (b)		3,405		63,469
Transocean, Inc. (b)		6,290		151,023
				317,275
Oil & Gas - Field Services 9.4%
Global Industries, Ltd. (b)		49,815		256,547
Key Energy Services, Inc. (b)		11,225		115,730
Layne Christensen Company (b)		9,700		113,975
Matrix Service Company (b)		3,370		61,165
Newpark Resources, Inc. (b)		15,715		75,275
Oceaneering International, Inc. (b)		4,270		119,560
Petroleum Helicopters, Inc. (b)		1,945		47,653
Willbros Group, Inc. (b)		2,705		32,514
				822,419
Oil & Gas - International Exploration & Production 1.7%
CNOOC, Ltd. ADR		2,580		102,994
Kerr McGee Corporation		1,055		49,047
				152,041
Oil & Gas - Machinery/Equipment 0.8%
Input/Output, Inc. (b)		16,355		73,761
Oil & Gas - United States Exploration & Production 6.9%
Forest Oil Corporation (b)		6,695		191,276
Noble Energy, Inc.		1,885		83,751
Pioneer Natural Resources Company (b)		2,140	$	68,330
Pogo Producing Company		705		34,052
Range Resources Corporation (b)		17,910		169,249
Stone Energy Corporation (b)		1,345		57,095
				603,753
Oil & Gas - United States Integrated 1.9%
El Paso Corporation (c)		20,150		165,029
Pollution Control - Services 1.2%
Calgon Carbon Corporation		17,090		106,129
Retail - Clothing/Shoes 0.9%
Shoe Carnival, Inc. (b)		1,960		34,888
The Wet Seal, Inc. Class A (b)		4,025		39,807
				74,695
Retail - Department Stores 1.6%
J.C. Penney Company, Inc. (Holding Company)		5,210		136,919
Retail - Restaurants 2.3%
California Pizza Kitchen, Inc. (b)		4,715		94,913
Darden Restaurants, Inc.		1,135		23,880
Worldwide Restaurant Concepts, Inc. (b)		28,170		78,876
				197,669
Retail/Wholesale - Computer/Cellular 0.6%
CellStar Corporation (b)		4,130		52,162
Steel - Producers 2.4%
IPSCO, Inc.		5,020		93,221
Roanoke Electric Steel Corporation		5,135		68,450
Steel Dynamics, Inc. (b)		2,200		51,678
				213,349
Steel - Specialty Alloys 1.7%
GrafTech International, Ltd. (b)		11,160		150,660
Telecommunications - Equipment 2.4%
ADC Telecommunications, Inc. (b)		69,120		205,286
Telecommunications - Services 0.5%
Cincinnati Bell, Inc. (b)		7,910		39,946
Transportation - Rail 2.3%
CSX Corporation		5,635		202,522
Transportation - Truck 0.5%
Covenant Transport, Inc. Class A (b)		2,510		47,715
Utility - Electric Power 0.6%
TECO Energy, Inc.		3,665		52,813
Total Common Stocks (Cost $6,658,744)				8,393,859
Short-Term Investments (a) 5.8%
Repurchase Agreements
State Street Bank (Dated 12/31/03), 0.75%, Due 1/02/04 (Repurchase proceeds $502,021); Collateralized by: United States Government & Agency Issues (d)	$	502,000		502,000
Total Short-Term Investments (Cost $502,000)				502,000
Total Investments in Securities (Cost $7,160,744) 102.0%				8,895,859
Other Assets and Liabilities, Net (2.0%)				(170,782	)
Net Assets 100.0%			$	8,725,077

23

SCHEDULES OF INVESTMENTS IN SECURITIES (continued) December 31, 2003

STRONG SMALL/MID CAP VALUE FUND (continued)

WRITTEN OPTIONS ACTIVITY

	Contracts		Premiums
Options outstanding at beginning of year	130		$	21,408
Options written during the year	241			65,898
Options closed	(256	)		(60,328	)
Options expired	(65	)		(10,758	)
Options exercised	(15	)		(4,730	)
Options outstanding at end of year	35		$	11,490

WRITTEN CALL OPTIONS DETAIL

	Contracts (100 shares per contract)	Value (Note 2)
CV Therapeutics, Inc.
(Strike Price is $25.00. Expiration date is 1/16/04. Premium received is $2,885.)	5	$	(13	)
(Strike Price is $30.00. Expiration date is 1/16/04. Premium received is $2,035.)	5		(13	)
El Paso Corporation
(Strike Price is $6.00. Expiration date is 1/16/04. Premium received is $810.)	5		(1,112	)
(Strike Price is $7.50. Expiration date is 1/16/04. Premium received is $790.)	10		(800	)
Harmony Gold Mining Company, Ltd. Sponsored ADR
(Strike Price is $15.00. Expiration date is 5/21/04. Premium received is $1,085.)	5		(1,237	)
Newmont Mining Corporation Holding Company
(Strike Price is $40.00. Expiration date is 1/16/04. Premium received is $3,885.)	5		(4,300	)
	35	$	(7,475	)

STRONG STRATEGIC VALUE FUND

	Shares or Principal Amount	Value (Note 2)
Common Stocks 94.7%
Aerospace - Defense 0.9%
United Defense Industries, Inc. (b)	450	$	14,346
Apparel - Clothing Manufacturer 2.0%
Oxford Industries, Inc.	450		15,246
The Warnaco Group, Inc. (b)	1,000		15,950
			31,196
Apparel - Shoes & Related Manufacturing 1.5%
NIKE, Inc. Class B	350		23,961
Auto Manufacturers 1.8%
Ford Motor Company	1,763		28,208
Banks - Midwest 0.6%
Provident Financial Group, Inc.	300		9,585
Banks - Money Center 2.5%
Bank of America Corporation	276		22,199
J.P. Morgan Chase & Company	450		16,528
			38,727
Banks - Northeast 0.9%
Provident Bankshares Corporation	500	$	14,720
Banks - Southeast 1.3%
Compass Bancshares, Inc.	300		11,793
Hibernia Corporation Class A	400		9,404
			21,197
Banks - Super Regional 1.3%
Wachovia Corporation	450		20,966
Building - Heavy Construction 0.9%
Washington Group International, Inc. (b)	400		13,588
Building - Resident/Commercial 0.9%
Standard Pacific Corporation	300		14,565
Building Products - Wood 1.6%
Georgia-Pacific Corporation	800		24,536
Chemicals - Specialty 0.9%
OM Group, Inc. (b)	550		14,404
Commercial - Leasing Companies 0.7%
United Rentals, Inc. (b)	550		10,593
Commercial Services - Advertising 1.0%
Digitas, Inc. (b)	1,700		15,844
Commercial Services - Health Care 1.0%
U. S. Oncology, Inc. (b)	1,450		15,602
Commercial Services - Miscellaneous 1.3%
ARAMARK Corporation Class B	500		13,710
NCO Group, Inc. (b)	300		6,831
			20,541
Commercial Services - Security/Safety 1.0%
Checkpoint Systems, Inc. (b)	800		15,128
Computer - IT Services 1.3%
Amdocs, Ltd. (b)	900		20,232
Computer - Local Networks 0.8%
Computer Network Technology Corporation (b)	1,300		12,402
Computer - Peripheral Equipment 1.5%
Lexmark International Group, Inc. (b)	300		23,592
Computer Software - Enterprise 0.9%
Lawson Software, Inc. (b)	1,750		14,403
Computer Software - Security 0.9%
RSA Security, Inc. (b)	1,000		14,200
Consumer Products - Miscellaneous 1.9%
Rayovac Corporation (b)	800		16,760
The Yankee Candle Company, Inc. (b)	500		13,665
			30,425
Cosmetics - Personal Care 0.9%
Nu Skin Enterprises, Inc. Class A	800		13,672
Diversified Operations 2.0%
Textron, Inc.	400		22,824
United Technologies Corporation	100		9,477
			32,301

24

STRONG STRATEGIC VALUE FUND (continued)

	Shares or Principal Amount	Value (Note 2)
Electronics - Contract Manufacturing 1.4%
Sanmina - SCI Corporation (b)	1,800	$	22,698
Electronics - Semiconductor Manufacturing 1.9%
Intel Corporation	700		22,540
Photronics, Inc. (b)	400		7,968
			30,508
Energy - Other 0.8%
Arch Coal, Inc.	400		12,468
Finance - Consumer/Commercial Loans 2.8%
CIT Group, Inc.	650		23,367
MBNA Corporation	850		21,123
			44,490
Finance - Investment Brokers 2.0%
Knight Trading Group, Inc. (b)	600		8,784
Morgan Stanley	388		22,454
			31,238
Finance - Mortgage & Related Services 1.9%
IndyMac Bancorp, Inc.	500		14,895
New Century Financial Corporation	400		15,868
			30,763
Finance - Savings & Loan 2.5%
Golden West Financial Corporation	200		20,638
Washington Mutual, Inc.	478		19,177
			39,815
Financial Services - Miscellaneous 2.3%
eFunds Corporation (b)	850		14,747
H & R Block, Inc.	400		22,148
			36,895
Food - Flour & Grain 1.3%
Archer Daniels Midland Company	1,400		21,308
Insurance - Diversified 3.1%
Principal Financial Group, Inc.	700		23,149
Prudential Financial, Inc.	600		25,062
			48,211
Insurance - Life 1.0%
Lincoln National Corporation	400		16,148
Insurance - Property/Casualty/Title 0.9%
IPC Holdings, Ltd.	350		13,629
Internet - E*Commerce 0.9%
Net.bank, Inc.	1,050		14,018
Internet - Internet Service Provider 1.0%
Webex Communications, Inc. (b)	750		15,075
Leisure - Movies & Related 0.8%
Metro-Goldwyn-Mayer, Inc. (b)	763		13,040
Leisure - Services 1.3%
Cendant Corporation (b)	900		20,043
Media - Periodicals 0.7%
Readers Digest Association, Inc. Class A	800		11,728
Medical - Biomedical/Biotechnology 2.6%
Gen-Probe, Inc. (b)	500		18,235
Genzyme Corporation (b)	250		12,335
Guilford Pharmaceuticals, Inc. (b)	1,500		10,170
			40,740
Medical - Ethical Drugs 0.8%
Kos Pharmaceuticals, Inc. (b)	300	$	12,912
Medical - Generic Drugs 2.0%
KV Pharmaceutical Company Class A (b)	550		14,025
Mylan Laboratories, Inc.	700		17,682
			31,707
Medical - Health Maintenance Organizations 1.8%
UnitedHealth Group, Inc.	500		29,090
Medical - Outpatient/Home Care 0.9%
Apria Healthcare Group, Inc. (b)	500		14,235
Medical - Products 1.4%
Boston Scientific Corporation (b)	600		22,056
Medical/Dental - Services 1.2%
Medco Health Solutions, Inc. (b)	550		18,694
Medical/Dental - Supplies 0.7%
Sybron Dental Specialties, Inc. (b)	400		11,240
Metal Processing & Fabrication 0.6%
Schnitzer Steel Industries, Inc. Class A	150		9,075
Oil & Gas - Refining/Marketing 0.9%
Tesoro Petroleum Corporation (b)	1,000		14,570
Oil & Gas - United States Integrated 1.4%
Marathon Oil Corporation	650		21,509
Retail - Clothing/Shoes 1.7%
Charming Shoppes, Inc. (b)	2,500		13,500
The Men’s Wearhouse, Inc. (b)	550		13,755
			27,255
Retail - Department Stores 1.3%
Federated Department Stores, Inc.	430		20,266
Retail - Leisure Product 0.8%
Barnes & Noble, Inc. (b)	400		13,140
Retail - Major Discount Chains 1.3%
Dollar General Corporation	1,000		20,990
Retail - Restaurants 1.3%
McDonald’s Corporation	800		19,864
Retail/Wholesale - Auto Parts 2.7%
AutoNation, Inc. (b)	1,200		22,044
AutoZone, Inc. (b)	250		21,303
			43,347
Retail/Wholesale - Computer/Cellular 1.4%
Brightpoint, Inc. (b)	400		6,900
Insight Enterprises, Inc. (b)	800		15,040
			21,940
Telecommunications - Equipment 2.3%
Plantronics, Inc. (b)	500		16,325
Scientific-Atlanta, Inc.	750		20,475
			36,800
Telecommunications - Wireless Equipment 1.9%
Motorola, Inc.	1,600		22,512
Sierra Wireless (b)	500		7,690
			30,202

25

SCHEDULES OF INVESTMENTS IN SECURITIES (continued) December 31, 2003

STRONG STRATEGIC VALUE FUND (continued)

	Shares or Principal Amount		Value (Note 2)
Telecommunications - Wireless Services 3.1%
Dobson Communications Corporation (b)		2,250	$	14,782
Sprint Corporation - PCS Group (b)		3,450		19,389
Western Wireless Corporation Class A (b)		800		14,688
				48,859
Tobacco 1.4%
Altria Group, Inc.		400		21,768
Transportation - Airline 0.9%
ExpressJet Holdings, Inc. Class A (b)		900		13,500
Utility - Electric Power 1.4%
Edison International (b)		1,000		21,930
Total Common Stocks (Cost $1,406,623)				1,496,698
Short-Term Investments (a) 2.7%
Repurchase Agreements
State Street Bank (Dated 12/31/03), 0.75%, Due 1/02/04 (Repurchase proceeds $42,302); Collateralized by: United States Government & Agency Issues (d)	$	42,300		42,300
Total Short-Term Investments (Cost $42,300)				42,300
Total Investments in Securities (Cost $1,448,923) 97.4%				1,538,998
Other Assets and Liabilities, Net 2.6%				41,577
Net Assets 100.0%			$	1,580,575

STRONG DIVIDEND INCOME FUND

	Shares or Principal Amount	Value (Note 2)
Common Stocks 98.2%
Aerospace - Defense 2.5%
General Dynamics Corporation	21,000	$	1,898,190
Lockheed Martin Corporation	33,500		1,721,900
			3,620,090
Apparel - Clothing Manufacturer 0.7%
V.F. Corporation	22,000		951,280
Banks - Money Center 9.0%
Bank of America Corporation	60,000		4,825,800
Citigroup, Inc.	170,000		8,251,800
			13,077,600
Banks - Northeast 1.8%
North Fork Bancorporation, Inc.	66,000		2,671,020
Banks - Super Regional 7.7%
AmSouth Bancorporation	70,000		1,715,000
FleetBoston Financial Corporation	72,000		3,142,800
Regions Financial Corporation	41,500		1,543,800
Wachovia Corporation	104,000		4,845,360
			11,246,960
Beverages - Alcoholic 1.7%
Anheuser-Busch Companies, Inc.	48,300		2,544,444
Building Products - Wood 0.6%
Weyerhaeuser Company	13,500		864,000
Chemicals - Basic 1.7%
The Dow Chemical Company	58,000		2,411,060
Chemicals - Specialty 2.5%
Air Products & Chemicals, Inc.	30,500	$	1,611,315
Ashland, Inc.	47,500		2,092,850
			3,704,165
Computer - Data Storage 0.1%
Seagate Technology (b)	7,000		132,300
Computer - Integrated Systems 0.7%
Diebold, Inc.	19,500		1,050,465
Computer - IT Services 1.1%
International Business Machines Corporation	16,500		1,529,220
Computer - Local Networks 1.3%
Cisco Systems, Inc. (b)	75,000		1,821,750
Computer - Manufacturers 1.6%
Hewlett-Packard Company	102,999		2,365,887
Computer Software - Desktop 0.5%
Microsoft Corporation	28,000		771,120
Diversified Operations 10.9%
E.I. Du Pont de Nemours & Company	53,500		2,455,115
Fortune Brands, Inc.	24,000		1,715,760
Honeywell International, Inc.	63,500		2,122,805
Johnson Controls, Inc.	25,000		2,903,000
Time Warner, Inc. (b)	198,000		3,562,020
United Technologies Corporation	33,000		3,127,410
			15,886,110
Electronics - Scientific Measuring 0.1%
PerkinElmer, Inc.	5,000		85,350
Electronics - Semiconductor Manufacturing 0.0%
Micron Technology, Inc. (b)	4,000		53,880
Finance - Investment Brokers 4.1%
Merrill Lynch & Company, Inc.	61,000		3,577,650
Morgan Stanley	42,500		2,459,475
			6,037,125
Finance - Mortgage & Related Services 1.1%
FNMA	20,500		1,538,730
Finance - Savings & Loan 1.0%
Washington Mutual, Inc.	38,000		1,524,560
Food - Miscellaneous Preparation 2.3%
H.J. Heinz Company	35,000		1,275,050
PepsiCo, Inc.	43,500		2,027,970
			3,303,020
Insurance - Diversified 0.7%
American International Group, Inc.	15,000		994,200
Insurance - Life 2.3%
MetLife, Inc.	98,500		3,316,495
Insurance - Property/Casualty/Title 3.4%
The Allstate Corporation	99,500		4,280,490
Travelers Property and Casualty Corporation Class A	44,000		738,320
			5,018,810
Media - Cable TV 0.7%
Comcast Corporation Class A (b)	29,275		962,269

26

STRONG DIVIDEND INCOME FUND (continued)

	Shares or Principal Amount		Value (Note 2)
Media - Newspapers 1.0%
Gannett Company, Inc.		16,500	$	1,471,140
Media - Radio/TV 1.5%
Viacom, Inc. Class B		50,000		2,219,000
Medical - Ethical Drugs 3.8%
Aventis SA Sponsored ADR		27,000		1,789,020
Pfizer, Inc.		108,000		3,815,640
				5,604,660
Medical/Dental - Supplies 0.6%
Becton, Dickinson & Company		22,000		905,080
Metal Ores - Miscellaneous 0.8%
Alcoa, Inc.		30,500		1,159,000
Metal Products - Fasteners 1.3%
Illinois Tool Works, Inc.		22,500		1,887,975
Oil & Gas - International Integrated 8.3%
BP PLC Sponsored ADR		41,500		2,048,025
ConocoPhillips		67,800		4,445,646
Exxon Mobil Corporation		49,000		2,009,000
Royal Dutch Petroleum Company - New York Shares		69,500		3,641,105
				12,143,776
Oil & Gas - Machinery/Equipment 0.1%
Weatherford International, Ltd. (b)		5,000		180,000
Oil & Gas - United States Exploration & Production 0.3%
Occidental Petroleum Corporation		10,500		443,520
Paper & Paper Products 0.6%
International Paper Company		21,000		905,310
Retail - Major Discount Chains 1.0%
Costco Wholesale Corporation (b)		41,000		1,524,380
Retail - Restaurants 1.7%
McDonald’s Corporation		101,500		2,520,245
Retail/Wholesale - Building Products 0.8%
The Home Depot, Inc.		32,500		1,153,425
Soap & Cleaning Preparations 1.7%
The Procter & Gamble Company		25,000		2,497,000
Telecommunications - Services 3.0%
ALLTEL Corporation		30,000		1,397,400
BellSouth Corporation		47,000		1,330,100
SBC Communications, Inc.		1		26
Verizon Communications, Inc.		45,000		1,578,600
				4,306,126
Telecommunications Services - Foreign 1.1%
BCE, Inc.		70,000		1,565,200
Tobacco 1.0%
Altria Group, Inc.		28,000		1,523,760
Transportation - Rail 2.6%
Burlington Northern Santa Fe Corporation		57,500		1,860,125
Union Pacific Corporation		27,000		1,875,960
				3,736,085
Utility - Electric Power 3.2%
Constellation Energy Group, Inc.		86,000	$	3,367,760
Dominion Resources, Inc.		15,000		957,450
Duke Energy Corporation		15,000		306,750
				4,631,960
Utility - Gas Distribution 3.7%
Equitable Resources, Inc.		25,000		1,073,000
ONEOK, Inc.		112,500		2,484,000
Sempra Energy		59,500		1,788,570
				5,345,570
Total Common Stocks (Cost $114,157,806)				143,205,122
Short-Term Investments (a) 2.0%
Repurchase Agreements
ABN AMRO Inc. (Dated 12/31/03), 0.95%, Due 1/02/04 (Repurchase proceeds $1,800,095); Collateralized by: United States Government & Agency Issues (d)	$	1,800,000		1,800,000
State Street Bank (Dated 12/31/03), 0.75%, Due 1/02/04 (Repurchase proceeds $1,033,243); Collateralized by: United States Government & Agency Issues (d)		1,033,200		1,033,200
Total Short-Term Investments (Cost $2,833,200)				2,833,200
Total Investments in Securities (Cost $116,991,006) 100.2%				146,038,322
Other Assets and Liabilities, Net (0.2%)				(227,114	)
Net Assets 100.0%			$	145,811,208

CURRENCY ABBREVIATIONS

CAD — Canadian Dollar

EUR  — Euro

GBP  — British Pound

LEGEND

(a) Short-term investments include any security which has a remaining maturity of less than one year.

(b) Non-income producing security.

(c) All or a portion of these securities are held in conjunction with open written option contracts.

(d) See Note 2(J) of Notes to Financial Statements.

(e) See Note 2(K) of Notes to Financial Statements.

(f) Restricted and illiquid security.

(g) Security trades in foreign currency and is converted to U.S. dollars daily using current exchange rates.

Percentages are stated as a percent of net assets.

27

STATEMENTS OF ASSETS AND LIABILITIES

December 31, 2003

	(In Thousands, Except Per Share Amounts)
	Strong Dow 30 Value Fund			Strong Mid Cap Disciplined Fund		Strong Multi Cap Value Fund
Assets:
Investments in Securities, at Value (Including Repurchase Agreements of $1,823, $55,157 and $10,922, respectively) (Cost of $74,145, $283,160 and $227,985, respectively)	$	88,124		$	315,356	$	237,923
Receivable for Securities Sold		89			1,253		1,768
Receivable for Fund Shares Sold		19			232		18
Dividends and Interest Receivable		127			303		71
Other Assets		35			5		53
Total Assets		88,394			317,149		239,833
Liabilities:
Payable for Securities Purchased		—			—		1,708
Written Options, at Value (Premiums Received of $0, $0 and $480, respectively)		—			—		396
Payable for Fund Shares Redeemed		131			148		240
Payable Upon Return of Securities on Loan		10			2,134		—
Accrued Operating Expenses and Other Liabilities		59			103		118
Total Liabilities		200			2,385		2,462
Net Assets	$	88,194		$	314,764	$	237,371
Net Assets Consist of:
Capital Stock (Par Value and Paid-in Capital)	$	89,893		$	262,804	$	338,610
Undistributed Net Investment Income (Loss)		9			67		—
Undistributed Net Realized Gain (Loss)		(15,687	)		19,697		(111,262	)
Net Unrealized Appreciation (Depreciation)		13,979			32,196		10,023
Net Assets	$	88,194		$	314,764	$	237,371
Capital Shares Outstanding (Unlimited Number Authorized)		6,789			15,637		4,267
Net Asset Value Per Share	$	12.99		$	20.13	$	55.63

See Notes to Financial Statements.

28

STATEMENTS OF ASSETS AND LIABILITIES (continued)

December 31, 2003

	(In Thousands, Except Per Share Amounts)
	Strong Small Company Value Fund		Strong Small/Mid Cap Value Fund			Strong Strategic Value Fund
Assets:
Investments in Securities, at Value (Including Repurchase Agreements of $5,751, $502 and $42, respectively) (Cost of $33,190, $7,161 and $1,449, respectively)	$	38,482	$	8,896		$	1,539
Receivable for Securities Sold		953		28			50
Receivable for Fund Shares Sold		98		16			—
Dividends and Interest Receivable		21		2			1
Other Assets		599		183			5
Total Assets		40,153		9,125			1,595
Liabilities:
Payable for Securities Purchased		584		385			11
Written Options, at Value (Premiums Received of $0, $11 and $0, respectively)		—		7			—
Payable for Fund Shares Redeemed		8		—			—
Accrued Operating Expenses and Other Liabilities		12		8			3
Total Liabilities		604		400			14
Net Assets	$	39,549	$	8,725		$	1,581
Net Assets Consist of:
Capital Stock (Par Value and Paid-in Capital)	$	33,475	$	7,162		$	1,464
Undistributed Net Investment Income (Loss)		—		—			—
Undistributed Net Realized Gain (Loss)		782		(176	)		27
Net Unrealized Appreciation (Depreciation)		5,292		1,739			90
Net Assets	$	39,549	$	8,725		$	1,581
Capital Shares Outstanding (Unlimited Number Authorized)		2,844		726			157
Net Asset Value Per Share	$	13.91	$	12.01		$	10.06

See Notes to Financial Statements.

29

STATEMENTS OF ASSETS AND LIABILITIES (continued)

December 31, 2003

	(In Thousands, Except As Noted)
	Strong Dividend Income Fund
Assets:
Investments in Securities, at Value (Cost of $116,991)	$	146,038
Receivable for Securities Sold		313
Receivable for Fund Shares Sold		146
Dividends and Interest Receivable		256
Other Assets		20
Total Assets		146,773
Liabilities:
Payable for Securities Purchased		652
Payable for Fund Shares Redeemed		244
Accrued Operating Expenses and Other Liabilities		66
Total Liabilities		962
Net Assets	$	145,811
Net Assets Consist of:
Capital Stock (Par Value and Paid-in Capital)	$	135,082
Undistributed Net Investment Income (Loss)		22
Undistributed Net Realized Gain (Loss)		(18,340	)
Net Unrealized Appreciation (Depreciation)		29,047
Net Assets	$	145,811
Investor Class ($ and shares in full)
Net Assets	$	140,757,686
Capital Shares Outstanding (Unlimited Number Authorized)		9,661,613
Net Asset Value Per Share	$	14.57
Class K ($ and shares in full)
Net Assets	$	5,053,522
Capital Shares Outstanding (Unlimited Number Authorized)		351,163
Net Asset Value Per Share	$	14.39

See Notes to Financial Statements.

30

STATEMENTS OF OPERATIONS

For the Year Ended December 31, 2003

	(In Thousands)
	Strong Dow 30 Value Fund			Strong Mid Cap Disciplined Fund			Strong Multi Cap Value Fund
Income:
Dividends (net of foreign withholding taxes of $0, $11 and $31, respectively)	$	1,953		$	3,740		$	2,273
Interest		48			292			147
Total Income		2,001			4,032			2,420
Expenses:
Investment Advisory Fees		471			1,909			1,683
Administrative Fees		257			761			561
Custodian Fees		13			45			43
Shareholder Servicing Costs		320			856			1,025
Reports to Shareholders		63			107			198
Other		90			124			44
Total Expenses before Expense Offsets		1,214			3,802			3,554
Expense Offsets (Note 4)		(32	)		(98	)		(121	)
Expenses, Net		1,182			3,704			3,433
Net Investment Income (Loss)		819			328			(1,013	)
Realized and Unrealized Gain (Loss):
Net Realized Gain (Loss) on:
Investments		(168	)		57,836			(14,061	)
Futures Contracts		—			(3,530	)		—
Written Options		—			141			1,084
Net Realized Gain (Loss)		(168	)		54,447			(12,977	)
Net Change in Unrealized Appreciation/Depreciation on:
Investments		20,065			32,094			87,894
Written Options		—			—			39
Net Change in Unrealized Appreciation/Depreciation		20,065			32,094			87,933
Net Gain (Loss) on Investments		19,897			86,541			74,956
Net Increase (Decrease) in Net Assets Resulting from Operations	$	20,716		$	86,869		$	73,943

See Notes to Financial Statements.

31

STATEMENTS OF OPERATIONS (continued)

For the Year Ended December 31, 2003

	(In Thousands)
	Strong Small Company Value Fund			Strong Small/Mid Cap Value Fund			Strong Strategic Value Fund
Income:
Dividends (net of foreign withholding taxes of $0, $1 and $0, respectively)	$	124		$	54		$	29
Interest		20			2			—
Total Income		144			56			29
Expenses:
Investment Advisory Fees		131			34			10
Administrative Fees		52			13			4
Custodian Fees		5			19			2
Shareholder Servicing Costs		57			12			5
12b-1 Fees		44			11			3
Professional Fees		13			12			13
Federal and State Registration Fees		18			20			18
Other		10			7			3
Total Expenses before Expense Offsets		330			128			58
Expense Offsets (Note 4)		(31	)		(47	)		(33	)
Expenses, Net		299			81			25
Net Investment Income (Loss)		(155	)		(25	)		4
Realized and Unrealized Gain (Loss):
Net Realized Gain (Loss) on:
Investments		3,290			59			86
Futures Contracts		113			—			—
Written Options		—			22			—
Net Realized Gain (Loss)		3,403			81			86
Net Change in Unrealized Appreciation/Depreciation on:
Investments		5,594			2,145			227
Written Options		—			4			—
Net Change in Unrealized Appreciation/Depreciation		5,594			2,149			227
Net Gain (Loss) on Investments		8,997			2,230			313
Net Increase (Decrease) in Net Assets Resulting from Operations	$	8,842		$	2,205		$	317

See Notes to Financial Statements.

32

STATEMENTS OF OPERATIONS (continued)

For the Year Ended December 31, 2003

	(In Thousands)
	Strong Dividend Income Fund
Income:
Dividends (net of foreign withholding taxes of $40)	$	3,986
Interest		15
Total Income		4,001
Expenses (Note 4):
Investment Advisory Fees		885
Administrative Fees		455
Custodian Fees		37
Shareholder Servicing Costs		540
Other		195
Total Expenses before Expense Offsets		2,112
Expense Offsets		(23	)
Expenses, Net		2,089
Net Investment Income (Loss)		1,912
Realized and Unrealized Gain (Loss):
Net Realized Gain (Loss) on Investments		(2,505	)
Net Change in Unrealized Appreciation/Depreciation on Investments		33,151
Net Gain (Loss) on Investments		30,646
Net Increase (Decrease) in Net Assets Resulting from Operations	$	32,558

See Notes to Financial Statements.

33

STATEMENTS OF CHANGES IN NET ASSETS

	(In Thousands)
	Strong Dow 30 Value Fund						Strong Mid Cap Disciplined Fund
	Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002			Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002
Operations:
Net Investment Income (Loss)	$	819		$	776		$	328		$	132
Net Realized Gain (Loss)		(168	)		(6,865	)		54,447			(22,931	)
Net Change in Unrealized Appreciation/Depreciation		20,065			(10,850	)		32,094			(6,024	)
Net Increase (Decrease) in Net Assets Resulting from Operations		20,716			(16,939	)		86,869			(28,823	)
Distributions:
From Net Investment Income		(819	)		(776	)		(300	)		—
From Net Realized Gains		—			—			(10,874	)		(5,190	)
Total Distributions		(819	)		(776	)		(11,174	)		(5,190	)
Capital Share Transactions (Note 8):
Net Increase (Decrease) in Net Assets from Capital Share Transactions		(20,063	)		(1,769	)		83,658			97,012
Total Increase (Decrease) in Net Assets		(166	)		(19,484	)		159,353			62,999
Net Assets:
Beginning of Year		88,360			107,844			155,411			92,412
End of Year	$	88,194		$	88,360		$	314,764		$	155,411
Undistributed Net Investment Income (Loss)	$	9		$	9		$	67		$	64
	Strong Multi Cap Value Fund						Strong Small Company Value Fund
	Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002			Year Ended Dec. 31, 2003			Period Ended Dec. 31, 2002
										(Note 1)
Operations:
Net Investment Income (Loss)	$	(1,013	)	$	(1,094	)	$	(155	)	$	(46	)
Net Realized Gain (Loss)		(12,977	)		(43,569	)		3,403			(338	)
Net Change in Unrealized Appreciation/Depreciation		87,933			(32,095	)		5,594			(302	)
Net Increase (Decrease) in Net Assets Resulting from Operations		73,943			(76,758	)		8,842			(686	)
Distributions:
From Net Realized Gains		—			—			(2,130	)		—
Total Distributions		—			—			(2,130	)		—
Capital Share Transactions (Note 8):
Net Increase (Decrease) in Net Assets from Capital Share Transactions		(56,834	)		(56,429	)		24,966			8,557
Total Increase (Decrease) in Net Assets		17,109			(133,187	)		31,678			7,871
Net Assets:
Beginning of Year		220,262			353,449			7,871			—
End of Year	$	237,371		$	220,262		$	39,549		$	7,871
Undistributed Net Investment Income (Loss)	$	—		$	—		$	—		$	—

See Notes to Financial Statements.

34

STATEMENTS OF CHANGES IN NET ASSETS (continued)

	(In Thousands)
	Strong Small/Mid Cap Value Fund						Strong Strategic Value Fund
	Year Ended Dec. 31, 2003			Period Ended Dec. 31, 2002			Year Ended Dec. 31, 2003			Period Ended Dec. 31, 2002
				(Note 1)						(Note 1)
Operations:
Net Investment Income (Loss)	$	(25	)	$	(13	)	$	4		$	3
Net Realized Gain (Loss)		81			(257	)		86			(59	)
Net Change in Unrealized Appreciation/Depreciation		2,149			(410	)		227			(137	)
Net Increase (Decrease) in Net Assets Resulting from Operations		2,205			(680	)		317			(193	)
Distributions:
From Net Investment Income		—			—			(4	)		(3	)
Total Distributions		—			—			(4	)		(3	)
Capital Share Transactions (Note 8):
Net Increase (Decrease) in Net Assets from Capital Share Transactions		4,011			3,189			209			1,255
Total Increase (Decrease) in Net Assets		6,216			2,509			522			1,059
Net Assets:
Beginning of Year		2,509			—			1,059			—
End of Year	$	8,725		$	2,509		$	1,581		$	1,059
Undistributed Net Investment Income (Loss)	$	—		$	—		$	—		$	—

	Strong Dividend Income Fund
	Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002
Operations:
Net Investment Income (Loss)	$	1,912		$	2,023
Net Realized Gain (Loss)		(2,505	)		(13,941	)
Net Change in Unrealized Appreciation/Depreciation		33,151			(30,589	)
Net Increase (Decrease) in Net Assets Resulting from Operations		32,558			(42,507	)
Distributions:
From Net Investment Income:
Investor Class		(1,830	)		(2,045	)
Class K		(71	)		(8	)
From Net Realized Gains:
Investor Class		—			(3,774	)
Class K		—			(2	)
Total Distributions		(1,901	)		(5,829	)
Capital Share Transactions (Note 8):
Net Increase (Decrease) in Net Assets from Capital Share Transactions		(36,570	)		(34,368	)
Total Increase (Decrease) in Net Assets		(5,913	)		(82,704	)
Net Assets:
Beginning of Year		151,724			234,428
End of Year	$	145,811		$	151,724
Undistributed Net Investment Income (Loss)	$	22		$	13

See Notes to Financial Statements.

35

FINANCIAL HIGHLIGHTS

STRONG DOW 30 VALUE FUND

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001			Dec. 31, 2000			Dec. 31, 1999
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	10.35		$	12.44		$	13.49		$	14.22		$	11.43
Income From Investment Operations:
Net Investment Income (Loss)		0.12			0.09			0.07			0.06			0.05
Net Realized and Unrealized Gains (Losses) on Investments		2.64			(2.09	)		(1.05	)		(0.73	)		2.79
Total from Investment Operations		2.76			(2.00	)		(0.98	)		(0.67	)		2.84
Less Distributions:
From Net Investment Income		(0.12	)		(0.09	)		(0.07	)		(0.06	)		(0.05	)
Total Distributions		(0.12	)		(0.09	)		(0.07	)		(0.06	)		(0.05	)
Net Asset Value, End of Period	$	12.99		$	10.35		$	12.44		$	13.49		$	14.22
Ratios and Supplemental Data
Total Return		+26.7	%		–16.1	%		–7.3	%		–4.8	%		+24.9	%
Net Assets, End of Period (In Millions)	$	88		$	88		$	108		$	160		$	114
Ratio of Expenses to Average Net Assets before Expense Offsets		1.4	%		1.4	%		1.3	%		1.2	%		1.1	%
Ratio of Expenses to Average Net Assets		1.4	%		1.4	%		1.3	%		1.2	%		1.1	%
Ratio of Net Investment Income (Loss) to Average Net Assets		1.0	%		0.8	%		0.5	%		0.5	%		0.6	%
Portfolio Turnover Rate		123.0	%		109.4	%		110.6	%		87.1	%		64.8	%

STRONG MID CAP DISCIPLINED FUND

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001			Dec. 31, 2000			Dec. 31, 1999
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	14.85		$	17.42		$	15.50		$	13.52		$	10.00
Income From Investment Operations:
Net Investment Income (Loss)		0.02			0.01			(0.02	)		(0.00	)(b)		(0.10	)
Net Realized and Unrealized Gains (Losses) on Investments		5.99			(2.06	)		1.94			3.00			3.62
Total from Investment Operations		6.01			(2.05	)		1.92			3.00			3.52
Less Distributions:
From Net Investment Income		(0.02	)		—			—			(0.06	)		—
From Net Realized Gains		(0.71	)		(0.52	)		(0.00	)(b)		(0.96	)		—
Total Distributions		(0.73	)		(0.52	)		(0.00	)(b)		(1.02	)		—
Net Asset Value, End of Period	$	20.13		$	14.85		$	17.42		$	15.50		$	13.52
Ratios and Supplemental Data
Total Return		+40.7	%		–11.8	%		+12.4	%		+22.8	%		+35.2	%
Net Assets, End of Period (In Millions)	$	315		$	155		$	92		$	18		$	6
Ratio of Expenses to Average Net Assets before Expense Offsets		1.5	%		1.5	%		1.5	%		1.9	%		2.0	%
Ratio of Expenses to Average Net Assets		1.5	%		1.5	%		1.5	%		1.9	%		2.0	%
Ratio of Net Investment Income (Loss) to Average Net Assets		0.1	%		0.1	%		(0.2	)%		(0.1	)%		(0.9	)%
Portfolio Turnover Rate		251.5	%		430.7	%		647.6	%		300.6	%		245.7	%

(a) Information presented relates to a share of capital stock of the Fund outstanding for the entire period.

(b) Amount calculated is less than $0.005.

See Notes to Financial Statements.

36

FINANCIAL HIGHLIGHTS (continued)

STRONG MULTI CAP VALUE FUND

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001(c)			Sept. 30, 2001(d)			Sept. 30, 2000			Sept. 30, 1999
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	40.13		$	52.60		$	45.71		$	51.89		$	46.10		$	49.85
Income From Investment Operations:
Net Investment Income (Loss)		(0.24	)		(0.20	)		(0.05	)		0.02			(0.00	)(b)(e)		0.44
Net Realized and Unrealized Gains (Losses) on Investments		15.74			(12.27	)		6.96			(6.20	)		6.29			(3.83	)
Total from Investment Operations		15.50			(12.47	)		6.91			(6.18	)		6.29			(3.39	)
Less Distributions:
From Net Investment Income		—			—			(0.02	)		—			(0.50	)		(0.36	)
Total Distributions		—			—			(0.02	)		—			(0.50	)		(0.36	)
Net Asset Value, End of Period	$	55.63		$	40.13		$	52.60		$	45.71		$	51.89		$	46.10
Ratios and Supplemental Data
Total Return		+38.6	%		–23.7	%		+15.1	%		–11.9	%		+13.7	%		–6.9	%
Net Assets, End of Period (In Millions)	$	237		$	220		$	353		$	308		$	402		$	659
Ratio of Expenses to Average Net Assets before Expense Offsets		1.6	%		1.6	%		1.5	%*		1.6	%		1.5	%		1.4	%
Ratio of Expenses to Average Net Assets		1.5	%		1.6	%		1.5	%*		1.6	%		1.5	%		1.4	%
Ratio of Net Investment Income (Loss) to Average Net Assets		(0.5	)%		(0.4	)%		(0.1	)%*		(0.0	)%(b)		(0.0	)%(b)		0.6	%
Portfolio Turnover Rate		65.0	%		65.8	%		18.1	%		58.1	%		52.2	%		67.1	%

STRONG SMALL COMPANY VALUE FUND

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002(f)
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	9.12		$	10.00
Income From Investment Operations:
Net Investment Income (Loss)		(0.05	)		(0.05	)
Net Realized and Unrealized Gains (Losses) on Investments		5.71			(0.83	)
Total from Investment Operations		5.66			(0.88	)
Less Distributions:
From Net Realized Gains		(0.87	)		—
Total Distributions		(0.87	)		—
Net Asset Value, End of Period	$	13.91		$	9.12
Ratios and Supplemental Data
Total Return		+62.5	%		–8.8	%
Net Assets, End of Period (In Millions)	$	40		$	8
Ratio of Expenses to Average Net Assets before Expense Offsets		1.9	%		2.6	%*
Ratio of Expenses to Average Net Assets		1.7	%		2.0	%*
Ratio of Net Investment Income (Loss) to Average Net Assets		(0.9	)%		(1.0	)%*
Portfolio Turnover Rate		155.5	%		200.5	%

 * Calculated on an annualized basis.

(a) Information presented relates to a share of capital stock of the Fund outstanding for the entire period.

(b) Amount calculated is less than $0.005 or 0.05%.

(c) In 2001, the Fund changed its fiscal year-end from September to December.

(d) Effective May 14, 2001 Strong Capital Management, Inc. assumed the investment advisory responsibilities from Strong Schafer Capital Management, LLC.

(e) Net investment loss per share represents net investment loss divided by the average shares outstanding throughout the period.

(f) For the period March 28, 2002 (inception date) to December 31, 2002 (Note 1).

See Notes to Financial Statements.

37

FINANCIAL HIGHLIGHTS (continued)

STRONG SMALL/MID CAP VALUE FUND

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002(b)
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	7.58		$	10.00
Income From Investment Operations:
Net Investment Income (Loss)		(0.03	)		(0.04	)
Net Realized and Unrealized Gains (Losses) on Investments		4.46			(2.38	)
Total from Investment Operations		4.43			(2.42	)
Less Distributions:
From Net Investment Income		—			—
Total Distributions		—			—
Net Asset Value, End of Period	$	12.01		$	7.58
Ratios and Supplemental Data
Total Return		+58.4	%		–24.2	%
Net Assets, End of Period (In Millions)	$	9		$	3
Ratio of Expenses to Average Net Assets before Expense Offsets		2.9	%		3.6	%*
Ratio of Expenses to Average Net Assets		1.8	%		1.9	%*
Ratio of Net Investment Income (Loss) to Average Net Assets		(0.6	)%		(0.7	)%*
Portfolio Turnover Rate		132.0	%		107.7	%

STRONG STRATEGIC VALUE FUND

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002(b)
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	7.99		$	10.00
Income From Investment Operations:
Net Investment Income (Loss)		0.03			0.02
Net Realized and Unrealized Gains (Losses) on Investments		2.07			(2.01	)
Total from Investment Operations		2.10			(1.99	)
Less Distributions:
From Net Investment Income		(0.03	)		(0.02	)
Total Distributions		(0.03	)		(0.02	)
Net Asset Value, End of Period	$	10.06		$	7.99
Ratios and Supplemental Data
Total Return		+26.2	%		–19.9	%
Net Assets, End of Period (In Millions)	$	2		$	1
Ratio of Expenses to Average Net Assets before Expense Offsets		4.3	%		5.9	%*
Ratio of Expenses to Average Net Assets		1.9	%		1.9	%*
Ratio of Net Investment Income (Loss) to Average Net Assets		0.3	%		0.5	%*
Portfolio Turnover Rate		139.3	%		56.9	%

 * 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 period March 28, 2002 (inception date) to December 31, 2002 (Note 1).

See Notes to Financial Statements.

38

FINANCIAL HIGHLIGHTS (continued)

STRONG DIVIDEND INCOME FUND — INVESTOR CLASS

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001			Dec. 31, 2000(b)			Oct. 31, 2000			Oct. 31, 1999
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	11.85		$	15.19		$	17.49		$	17.31		$	17.18		$	16.31
Income From Investment Operations:
Net Investment Income (Loss)		0.16			0.15			0.35			0.07			0.37			0.37
Net Realized and Unrealized Gains (Losses) on Investments		2.72			(3.09	)		(2.30	)		1.01			1.88			1.52
Total from Investment Operations		2.88			(2.94	)		(1.95	)		1.08			2.25			1.89
Less Distributions:
From Net Investment Income		(0.16	)		(0.15	)		(0.35	)		(0.08	)		(0.36	)		(0.41	)
From Net Realized Gains		—			(0.25	)		—			(0.82	)		(1.76	)		(0.61	)
Total Distributions		(0.16	)		(0.40	)		(0.35	)		(0.90	)		(2.12	)		(1.02	)
Net Asset Value, End of Period	$	14.57		$	11.85		$	15.19		$	17.49		$	17.31		$	17.18
Ratios and Supplemental Data
Total Return		+24.5	%		–19.8	%		–11.2	%		+6.6	%		+15.4	%		+11.8	%
Net Assets, End of Period (In Millions)	$	141		$	151		$	234		$	298		$	260		$	245
Ratio of Expenses to Average Net Assets before Expense Offsets		1.4	%		1.4	%		1.1	%		1.0	%*		1.0	%		1.0	%
Ratio of Expenses to Average Net Assets		1.4	%		1.4	%		1.1	%		1.0	%*		1.0	%		1.0	%
Ratio of Net Investment Income (Loss) to Average Net Assets		1.2	%		1.0	%		2.1	%		2.5	%*		2.3	%		2.2	%
Portfolio Turnover Rate(c)		92.2	%		114.1	%		76.9	%		7.0	%		106.8	%		74.9	%

STRONG DIVIDEND INCOME FUND — CLASS K

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	11.71		$	15.19
Income From Investment Operations:
Net Investment Income (Loss)		0.19			0.25
Net Realized and Unrealized Gains (Losses) on Investments		2.71			(3.13	)
Total from Investment Operations		2.90			(2.88	)
Less Distributions:
From Net Investment Income		(0.22	)		(0.35	)
From Net Realized Gains		—			(0.25	)
Total Distributions		(0.22	)		(0.60	)
Net Asset Value, End of Period	$	14.39		$	11.71
Ratios and Supplemental Data
Total Return		+25.0	%		–19.4	%
Net Assets, End of Period (In Millions)	$	5		$	1
Ratio of Expenses to Average Net Assets before Expense Offsets		1.4	%		2.1	%
Ratio of Expenses to Average Net Assets		1.0	%		1.0	%
Ratio of Net Investment Income (Loss) to Average Net Assets		1.6	%		1.6	%
Portfolio Turnover Rate(c)		92.2	%		114.1	%

 * Calculated on an annualized basis.

(a) Information presented relates to a share of capital stock of the Fund outstanding for the entire period.

(b) In 2000, the Fund changed its fiscal year-end from October to December.

(c) Calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

See Notes to Financial Statements.

39

NOTES TO FINANCIAL STATEMENTS

December 31, 2003

1. Organization

The accompanying financial statements represent the following Strong Value Funds (the “Funds”), each with its own investment objectives and policies:

• Strong Dow 30 Value Fund⁽¹⁾ (a series fund of Strong Equity Funds, Inc.)

• Strong Mid Cap Disciplined Fund⁽²⁾ (a series fund of Strong Equity Funds, Inc.)

• Strong Multi Cap Value Fund⁽²⁾ (a series fund of Strong Equity Funds II, Inc.)

• Strong Small Company Value Fund⁽²⁾ (a series fund of Strong Equity Funds II, Inc.)

• Strong Small/Mid Cap Value Fund^{(2) (3)} (a series fund of Strong Equity Funds II, Inc.)

• Strong Strategic Value Fund⁽²⁾ (a series fund of Strong Equity Funds II, Inc.)

• Strong Dividend Income Fund⁽²⁾ (a series fund of Strong Conservative Equity Funds, Inc.)

⁽¹⁾ Non-diversified Fund

⁽²⁾ Diversified Fund

⁽³⁾ Formerly Strong All Cap Value Fund

Each Fund is an open-end management investment company registered under the Investment Company Act of 1940, as amended (“1940 Act”).

Strong Dow 30 Value Fund, Strong Mid Cap Disciplined Fund, Strong Multi Cap Value Fund, Strong Small Company Value Fund, Strong Small/Mid Cap Value Fund, and Strong Strategic Value Fund offer Investor Class shares. Strong Dividend Income Fund offers Investor Class shares and Class K shares. All classes of shares differ principally in their respective administration, transfer agent and distribution expenses, and sales charges, if any. All classes of shares have identical rights to earnings, assets and voting privileges, except for class-specific expenses and exclusive rights to vote on matters affecting only individual classes.

Investor Class shares are available to the general public and Class K shares are primarily available through retirement plans.

Strong Small Company Value Fund, Strong Small/Mid Cap Value Fund and Strong Strategic Value Fund commenced operations on March 28, 2002 (public launch date of April 1, 2002).

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 — Securities of the Funds traded on a national securities exchange are valued each business day at the last sales price. Securities traded on the NASDAQ Stock Market are valued each business day using the NASDAQ Official Closing Price (“NOCP”). Exchange-traded securities for which there were no transactions and NASDAQ-traded securities for which there is no NOCP are valued at the mean of the bid and ask prices. Securities for which market quotations are not readily available are fair valued as determined in good faith under the general supervision of the Board of Directors. Some of the Fund’s portfolio securities may be listed on foreign exchanges that close before the U.S. markets and that trade on days when the U.S. markets are closed. As a result, management, under the supervision of the Strong Funds’ Board of Directors, will consider significant events affecting foreign securities and the movements of the domestic markets that occur after the close of the foreign markets and before the time a Fund’s net asset value (“NAV”) is calculated in valuing such foreign securities. Securities that are purchased within 60 days of their stated maturity are valued at amortized cost, which approximates fair value.

The Funds may own certain securities that are restricted as to resale. Restricted securities include Section 4(2) commercial paper, securities issued in a private placement, or securities eligible for resale pursuant to Rule 144A under the Securities Act of 1933. Restricted securities may be determined to be liquid or illiquid. Securities are deemed illiquid based upon guidelines established by the Funds’ Board of Directors. Illiquid securities are valued after giving due consideration to pertinent factors, such as recent private sales, market conditions, and the issuer’s financial performance. The aggregate cost and fair value of restricted securities held at December 31, 2003, that are deemed to be illiquid, are as follows:

	Aggregate Cost		Aggregate Fair Value		Percent of Net Assets
Strong Small/Mid Cap Value Fund	$	29,250	$	50,888	0.6	%

40

(B) Federal Income and Excise Taxes and Distributions to Shareholders — The Funds intend to comply with the requirements of the Internal Revenue Code of 1986, as amended, 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 recorded.

Undistributed income or net realized gains for financial statement purposes may differ from what is determined for federal income tax purposes due to differences in the timing, recognition and characterization of income, and expense and capital gain items for financial statement and tax purposes. Where appropriate, reclassifications between net asset accounts are made for such differences that are permanent in nature. The Funds may utilize earnings and profits distributed to shareholders on redemption of shares as part of the dividends paid deduction.

Each Fund, other than Strong Dividend Income Fund, generally pays dividends from net investment income and distributes net realized capital gains, if any, at least annually. Strong Dividend Income Fund generally pays dividends from net investment income quarterly and distributes net realized capital gains, if any, at least 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, foreign currencies or interest rates. The use of these instruments involves certain risks, including the possibility that the value of the underlying assets or indices fluctuate, the derivative becomes illiquid, imperfect correlation exists between the value of the derivative and the underlying assets or indices, or that the counterparty fails to perform its obligations when due.

Investments in foreign-denominated assets or forward currency contracts may involve greater risks than domestic investments due to currency rate fluctuations, political and economic instability, different financial reporting standards and taxes, less liquidity, less strict regulation of securities markets and smaller markets with lower trading volume.

(E) Futures — Upon entering into a futures contract, the Funds deposit in a segregated account with their custodian, in the name of the broker, cash and/or other liquid investments equal to the minimum “initial margin” requirements of the exchange. Each Fund designates liquid securities 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 futures contract. Such receipts or payments are known as “variation margin” and are recorded as unrealized gains or losses. When the futures contract is closed, a realized gain or loss is recorded equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.

(F) Options — The 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 that is subsequently adjusted daily to the current market value of the option. Changes between the initial premiums received and the current market value of the options are recorded as unrealized gains or losses. When an option is closed, expired or exercised, 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 written option, although any potential loss during the period would be reduced by the amount of the option premium received by the Funds. Each Fund designates liquid securities as collateral on open written options contracts.

(G) Foreign Currency Conversion — Securities and other assets and liabilities initially expressed in foreign currencies are converted daily into U.S. dollars based upon current exchange rates. Purchases and sales of foreign securities and foreign income are converted into 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.

41

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2003

(I) Short Positions — The Funds may engage in short sale transactions. For financial statement purposes, an amount equal to the settlement amount is included in the Statements of Assets and Liabilities as an asset and an equivalent liability. The amount of the liability is subsequently marked-to-market to reflect the current value of the short position. Changes between the amount of the liability and the current market value of the short positions are recorded as unrealized gains or losses. The Funds are liable to the buyer for any dividends payable on securities while those securities are in a short position. If the Funds sell securities short while also holding the long position in the security, they may protect unrealized gains but will lose the opportunity to profit on such securities if the price rises. If the Funds sell securities short when not holding the long position in the security, they will experience a loss if the market price of the security increases between the date of the short sale and the date the security is replaced.

(J) Repurchase Agreements — The Funds may enter into repurchase agreements with institutions that the Funds’ investment advisor, Strong Capital Management, Inc. (“Strong” or “Advisor”), has determined are creditworthy. Each repurchase transaction is recorded at cost, which approximates fair value. The Funds require that the collateral, represented by cash and/or securities (primarily U.S. government securities), in a repurchase transaction be maintained in a segregated account under the control of the Fund’s custodial bank in a manner sufficient to enable the Funds to liquidate those securities in the event of a default of the counterparty. On a daily basis, the Fund’s custodial bank monitors the value of the collateral, including accrued interest, to ensure it is at least equal to the amounts owed to the Funds under each repurchase agreement.

(K) Securities Lending — The Funds have entered into a Securities Lending Agreement (the “Agreement”) with Deutsche Bank, which was subsequently acquired by State Street Bank and Trust Company. Under the terms of the Agreement, the Funds may lend portfolio securities to qualified institutional borrowers in order to earn additional income. The Agreement requires that loans are collateralized at all times by cash and cash equivalents equal to at least 102% of the market value of the aggregate loaned securities, plus accrued interest, and the collateral is marked-to-market daily. Cash collateral received is invested in repurchase agreements, investment funds, government obligations and/or bank obligations.

At December 31, 2003, Strong Dow 30 Value Fund and Strong Mid Cap Disciplined Fund had securities with a market value of $10,015 and $2,086,149, respectively, on loan and had received $10,250 and $2,133,916, respectively, in collateral (both included within Investments in the Statements of Assets and Liabilities). Amounts earned as interest on investments of cash collateral, net of rebates and other securities lending expenses, are included in Interest Income in the Statements of Operations. For the year ended December 31. 2003, this securities lending income totaled $1,553 and $8,144, respectively.

The three primary risks associated with securities lending are: a borrower defaulting on its obligation to return the securities loaned resulting in a shortfall on the posted collateral; a principal loss arising from the lending agent’s investment of cash collateral; and the inability of the lending Fund to recall a security in time to exercise valuable voting rights or sell the security. In each case, the lending agent has indemnified the Funds for these types of losses.

(L) Directed Brokerage — The Funds direct certain portfolio trades to brokers who, in turn, pay a portion of the Funds’ expenses not attributable to the Advisor or its affiliates. Such amounts are included in Expense Offsets reported in the Funds’ Statements of Operations and in Note 4.

(M) Earnings Credit Arrangements — Credits are earned on positive cash balances maintained in custodian accounts. These credits serve to reduce the custodian’s fees incurred by certain Funds and are included in Expense Offsets reported in the Funds’ Statements of Operations and in Note 4.

(N) Expenses — The Funds and other affiliated Strong Funds contract for certain services on a collective basis. The majority of the expenses are directly identifiable to an individual Fund. Expenses that are not readily identifiable to a specific Fund will be allocated in such a manner as deemed equitable, taking into consideration, among other things, the nature and type of expense and the relative sizes of the Strong Funds.

(O) Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts in these financial statements. Actual results could differ from those estimates.

(P) 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 on the interest method. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative shares outstanding.

42

3. Related Party Transactions

The Advisor provides investment advisory and related services to the Funds. Strong Investor Services, Inc. (the “Administrator”), an affiliate of the Advisor, provides administrative, transfer agent and related services to the Funds. Certain officers and, until December 2, 2003, certain directors of the Funds are or were affiliated with the Advisor and the Administrator. Investment advisory and administration fees, which are established by terms of the advisory and administration agreements, are based on the following annualized rates of the average daily net assets of the respective Fund:

	Advisory Fees		Administrative Fees - Investor Class		Administrative Fees - Class K
Strong Dow 30 Value Fund	0.55	%	0.30	%	*
Strong Mid Cap Disciplined Fund	0.75	%(1)	0.30	%	*
Strong Multi Cap Value Fund	0.75	%	0.25	%	*
Strong Small Company Value Fund	0.75	%(1)	0.30	%	*
Strong Small/Mid Cap Value Fund	0.75	%(1)	0.30	%	*
Strong Strategic Value Fund	0.75	%(1)	0.30	%	*
Strong Dividend Income Fund	0.70	%(2)(3)	0.30	%	0.25	%

 * Fund does not offer share class.

⁽¹⁾ The Investment Advisory fees are 0.75% for assets under $4 billion, 0.725% for the next $2 billion assets, and 0.70% for assets $6 billion and above.

⁽²⁾ The Investment Advisory fees are 0.70% for assets under $4 billion, 0.675% for the next $2 billion assets, and 0.65% for assets $6 billion and above.

⁽³⁾ The annual advisory fee actually paid may be lower than these figures based on the subadvisory agreement described below.

The Funds’ Advisor and/or Administrator may voluntarily waive or absorb certain expenses at their discretion. The Advisor and/or Administrator has contractually agreed to waive its fees and/or absorb expenses until May 1, 2004 for Strong Small Company Value Fund, Strong Small/Mid Cap Value Fund, Strong Strategic Value Fund and Strong Dividend Income Fund Class K to keep Total Annual Operating Expenses at no more than 2.00%, 2.00%, 2.00%, and 0.99%, respectively. Transfer agent and related service fees for the Investor Class shares are paid at a rate of $27.00 for each open shareholder account and $4.20 for each closed shareholder account. Transfer agent and related service fees for the Class K shares are paid an annual rate of 0.20% of the average daily net assets of the class. Transfer agent fees are recorded in shareholder servicing costs in the Funds’ Statements of Operations. The Administrator also allocates to each Fund certain charges or credits resulting from transfer agency banking activities based on each Class’ level of subscription and redemption activity. Transfer Agency Banking Charges allocated to the Funds by the Administrator, if any, are included in Other Expenses in the Funds’ Statements of Operations. Transfer Agency Banking Credits allocated by the Administrator, if any, serve to reduce the transfer agent expenses incurred by the Funds and are included in Expense Offsets in the Funds’ Statements of Operations and in Note 4. The Administrator is also compensated for certain other out-of-pocket expenses related to transfer agent services.

The W.H. Reaves & Co., Inc. (“Reaves”) manages the investments of Strong Dividend Income Fund under a subadvisory agreement with the Advisor. Reaves is compensated by the Advisor (not the Fund) and bears all of its own expenses in providing subadvisory services. The investment subadvisory fees begin at 0.585% and are reduced based on breakpoints ranging from net asset values of $200 million to $2.5 billion. The investment subadvisory fees are also subject to adjustment upward or downward depending on the Fund’s performance measured against a benchmark. The benchmark is 90% of the performance of the Russell 1000 Value Index. The Fund’s advisory fee rate will be adjusted to reflect the increase or decrease in subadvisory fees. In addition, Reaves directly affects purchases and sales of securities for the Fund. In conjunction therewith, brokerage commissions paid to Reaves by the Fund for the year ended December 31, 2003, totaled $359,536.

Strong Small Company Value Fund, Strong Small/Mid Cap Value Fund, and Strong Strategic Value Fund have adopted a Rule 12b-1 distribution and service plan under the 1940 Act. Under this plan, Strong Investments, Inc. (the “Distributor,” and an affiliate of the Advisor) is paid an annual rate of 0.25% of the average daily net assets of each Fund as compensation for services provided and expenses incurred, including amounts paid to brokers or dealers, in connection with the sale of each Fund’s shares.

The Funds may invest cash in money market funds managed by the Advisor, subject to certain limitations.

43

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2003

Certain information regarding related party transactions, excluding the effects of waivers and absorptions, for the year ended December 31, 2003, is as follows:

	Payable to/ (Receivable from) Administrator or Advisor at Dec. 31, 2003		Shareholder Servicing and Other Related Expenses Paid to Administrator		Transfer Agency Banking Charges/(Credits)		Unaffiliated Directors’ Fees
Strong Dow 30 Value Fund	$	26,982	$	321,171	$	2,516	$	2,273
Strong Mid Cap Disciplined Fund		84,592		859,218		6,416		4,067
Strong Multi Cap Value Fund		84,526		1,026,439		7,739		6,055
Strong Small Company Value Fund		7,857		58,130		297		847
Strong Small/Mid Cap Value Fund		1,088		12,551		224		786
Strong Strategic Value Fund		114		4,599		53		764
Strong Dividend Income Fund		47,786		541,971		8,879		4,134

Strong Financial Corporation, the Advisor’s parent owned 11.2% and 31.8% of Strong Small/Mid Cap Value Fund and Strong Strategic Value Fund, respectively, at December 31, 2003.

4. Expenses and Expense Offsets

For the year ended December 31, 2003, the class specific expenses are as follows:

	Administrative Fees		Shareholder Servicing Costs		Reports to Shareholders		Other
Strong Dividend Income Fund
Investor Class	$	445,593	$	532,413	$	94,802	$	6,703
Class K		9,770		7,804		6,552		3,929

For the year ended December 31, 2003, the expense offsets are as follows:

	Expense Waivers and Absorptions			Directed Brokerage Credits			Earnings Credits
Strong Dow 30 Value Fund	$	(5,158	)	$	(26,752	)	$	(70	)
Strong Mid Cap Disciplined Fund		(24,466	)		(72,209	)		(1,058	)
Strong Multi Cap Value Fund		(22,793	)		(97,707	)		(194	)
Strong Small Company Value Fund		(8,400	)		(22,163	)		(347	)
Strong Small/Mid Cap Value Fund		(38,888	)		(8,443	)		(13	)
Strong Strategic Value Fund		(31,109	)		(369	)		(1,530	)
Strong Dividend Income Fund
Investor Class		(440	)		—			—
Class K		(14,899	)		—			—
Fund Level		(7,705	)		—			(9	)

5. Line of Credit

The Strong Funds have established a line of credit agreement (“LOC”) with certain financial institutions, which expires October 8, 2004, 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 LOC. For an individual Fund, borrowings under the LOC are limited to either the lesser of 15% (except Strong Multi Cap Value Fund, which is limited to 5%) of the market value of the Fund’s total assets or any explicit borrowing limits in the Fund’s registration statement. The principal amount of each borrowing under the LOC is due not more than 45 days after the date of the borrowing. Borrowings under the LOC bear interest based on prevailing market rates as defined in the LOC. A commitment fee of 0.09% per annum is incurred on the unused portion of the LOC and is allocated to all participating Strong Funds based on their net asset values. The Funds had minimal borrowings under the LOC during the period. Strong Dow 30 Value Fund and Strong Strategic Value Fund had no borrowings under the LOC during the period. Strong Mid Cap Disciplined Fund, Strong Multi Cap Value Fund, Strong Small Company Value Fund and Strong Dividend Income Fund had minimal borrowings under the LOC during the period. The Strong Small/Mid Cap Value Fund had an outstanding average daily balance of $4,384, under the LOC. The maximum amount outstanding during the period was $400,000. Interest expense for the Fund that had borrowings under the LOC amounted to $73 for the year ended December 31, 2003. At December 31, 2003, there were no borrowings by the Funds outstanding under the LOC.

44

6. Investment Transactions

The aggregate purchases and sales of long-term securities during the year ended December 31, 2003, are as follows:

	Purchases		Sales
Strong Dow 30 Value Fund	$	99,053,293	$	114,295,933
Strong Mid Cap Disciplined Fund		582,905,994		570,013,375
Strong Multi Cap Value Fund		136,805,214		203,686,149
Strong Small Company Value Fund		40,386,097		24,625,215
Strong Small/Mid Cap Value Fund		9,474,736		5,779,390
Strong Strategic Value Fund		1,943,201		1,781,364
Strong Dividend Income Fund		137,858,343		175,772,033

There were no purchases or sales of long-term U.S. government securities during the year ended December 31, 2003.

7. Income Tax Information

The following information for the Funds is presented on an income tax basis as of December 31, 2003:

	Cost of Investments		Gross Unrealized Appreciation		Gross Unrealized (Depreciation)			Net Unrealized Appreciation/ (Depreciation) on Investments			Distributable Ordinary Income		Distributable Long-Term Capital Gains
Strong Dow 30 Value Fund	$	80,793,574	$	9,507,653	$	(2,177,591	)	$	7,330,062		$	9,290	$	—
Strong Mid Cap Disciplined Fund		283,559,173		33,949,398		(2,152,450	)		31,796,948			19,339,070		—
Strong Multi Cap Value Fund		238,609,713		25,958,137		(26,644,610	)		(686,473	)		—		—
Strong Small Company Value Fund		33,262,699		5,503,136		(284,051	)		5,219,085			827,799		21,127
Strong Small/Mid Cap Value Fund		7,317,995		1,620,041		(42,177	)		1,577,864			—		—
Strong Strategic Value Fund		1,448,923		116,474		(26,399	)		90,075			39,837		2,182
Strong Dividend Income Fund		120,829,928		25,211,327		(2,933	)		25,208,394			21,996		—

The difference between cost amounts for financial statement and federal income tax purposes is due primarily to timing differences in recognizing certain gains and losses on security transactions.

The tax components of dividends paid during the years ended December 31, 2003 and 2002, capital loss carryovers (expiring in varying amounts through 2011) as of December 31, 2003, and tax basis post-October losses as of December 31, 2003, which are not recognized for tax purposes until the first day of the following fiscal year, are:

	2003 Income Tax Information								2002 Income Tax Information
	Ordinary Income Distributions		Long-Term Capital Gains Distributions		Net Capital Loss Carryovers		Post-October Losses		Ordinary Income Distributions		Long-Term Capital Gains Distributions
Strong Dow 30 Value Fund	$	819,183	$	—	$	9,038,668	$	—	$	775,543	$	—
Strong Mid Cap Disciplined Fund		11,173,698		—		—		—		4,963,039		226,902
Strong Multi Cap Value Fund		—		—		100,549,835		—		—		—
Strong Small Company Value Fund		2,015,079		114,679		—		—		—		—
Strong Small/Mid Cap Value Fund		—		—		6,085		—		—		—
Strong Strategic Value Fund		4,123		—		—		15,661		3,114		—
Strong Dividend Income Fund		1,900,639		—		14,464,041		—		2,052,286		3,775,834

For corporate shareholders in the Funds, the percentages of ordinary dividend income distributed for the year ended December 31, 2003, which is designated as qualifying for the dividends-received deduction, is as follows (unaudited): Strong Dow 30 Value Fund 100.0%, Strong Mid Cap Disciplined Fund 100.0%, Strong Multi Cap Value Fund 0.0%, Strong Small Company Value Fund 0.0%, Strong Small/Mid Cap Value Fund 0.0%, Strong Strategic Value Fund 100.0% and Strong Dividend Income Fund 100.0%.

For shareholders in the Funds, the percentages of dividend income distributed for the year ended December 31, 2003, which is designated as qualified dividend income under the Jobs and Growth Tax Relief Act of 2003, is as follows (unaudited): Strong Dow 30 Value Fund 100.0%, Strong Mid Cap Disciplined Fund 30.0%, Strong Multi Cap Value Fund 0.0%, Strong Small Company Value Fund 6.0%, Strong Small/Mid Cap Value Fund 0.0%, Strong Strategic Value Fund 100.0% and Strong Dividend Income Fund 100.0%.

Strong Mid Cap Disciplined Fund, Strong Small Company Value Fund, Strong Small/Mid Cap Value Fund and Strong Strategic Value Fund utilized $21,451,108, $330,648, $147,697 and $52,059, respectively, of their capital loss carryovers during the year ended December 31, 2003.

45

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2003

8. Capital Share Transactions

	Strong Dow 30 Value Fund
	Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002
Capital Share Transactions of the Fund Were as Follows:
Proceeds from Shares Sold	$	22,801,363		$	59,529,755
Proceeds from Reinvestment of Distributions		781,361			730,231
Payment for Shares Redeemed		(43,645,756	)		(62,029,356	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions	$	(20,063,032	)	$	(1,769,370	)
Transactions in Shares of the Fund Were as Follows:
Sold		2,048,446			5,072,822
Issued in Reinvestment of Distributions		60,151			70,554
Redeemed		(3,857,035	)		(5,274,785	)
Net Increase (Decrease) in Shares of the Fund		(1,748,438	)		(131,409	)
	Strong Mid Cap Disciplined Fund
	Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002
Capital Share Transactions of the Fund Were as Follows:
Proceeds from Shares Sold	$	221,120,972		$	237,099,905
Proceeds from Reinvestment of Distributions		10,984,836			4,991,790
Payment for Shares Redeemed		(148,447,685	)		(145,079,680	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions	$	83,658,123		$	97,012,015
Transactions in Shares of the Fund Were as Follows:
Sold		13,318,232			13,917,230
Issued in Reinvestment of Distributions		565,234			332,122
Redeemed		(8,711,364	)		(9,089,248	)
Net Increase (Decrease) in Shares of the Fund		5,172,102			5,160,104

46

	Strong Multi Cap Value Fund
	Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002
Capital Share Transactions of the Fund Were as Follows:
Proceeds from Shares Sold	$	42,217,248		$	78,012,616
Proceeds from Reinvestment of Distributions		—			—
Payment for Shares Redeemed		(99,051,486	)		(134,442,144	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions	$	(56,834,238	)	$	(56,429,528	)
Transactions in Shares of the Fund Were as Follows:
Sold		937,422			1,576,267
Issued in Reinvestment of Distributions		—			—
Redeemed		(2,158,943	)		(2,807,259	)
Net Increase (Decrease) in Shares of the Fund		(1,221,521	)		(1,230,992	)

	Strong Small Company Value Fund
	Year Ended Dec. 31, 2003			Period Ended Dec. 31, 2002
				(Note 1)
Capital Share Transactions of the Fund Were as Follows:
Proceeds from Shares Sold	$	42,355,981		$	12,489,329
Proceeds from Reinvestment of Distributions		2,100,499			—
Payment for Shares Redeemed		(19,490,406	)		(3,932,253	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions	$	24,966,074		$	8,557,076
Transactions in Shares of the Funds Were as Follows:
Sold		3,425,586			1,293,229
Issued in Reinvestment of Distributions		157,932			—
Redeemed		(1,602,696	)		(430,385	)
Net Increase (Decrease) in Shares of the Fund		1,980,822			862,844

47

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2003

	Strong Small/Mid Cap Value Fund						Strong Strategic Value Fund
	Year Ended Dec. 31, 2003			Period Ended Dec. 31, 2002			Year Ended Dec. 31, 2003			Period Ended Dec. 31, 2002
				(Note 1)						(Note 1)
Capital Share Transactions of Each of the Funds Were as Follows:
Proceeds from Shares Sold	$	8,418,486		$	4,071,980		$	1,433,200		$	1,378,800
Proceeds from Reinvestment of Distributions		—			—			2,782			1,908
Payment for Shares Redeemed		(4,407,193	)		(883,023	)		(1,226,836	)		(125,993	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions	$	4,011,293		$	3,188,957		$	209,146		$	1,254,715
Transactions in Shares of Each of the Funds Were as Follows:
Sold		864,607			433,085			154,396			147,078
Issued in Reinvestment of Distributions		—			—			276			239
Redeemed		(469,373	)		(102,039	)		(130,034	)		(14,771	)
Net Increase (Decrease) in Shares of the Fund		395,234			331,046			24,638			132,546

	Strong Dividend Income Fund
	Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002
Capital Share Transactions of Each Class of Shares of the Fund Were as Follows:
INVESTOR CLASS
Proceeds from Shares Sold	$	28,984,092		$	38,534,864
Proceeds from Reinvestment of Distributions		1,717,170			5,488,214
Payment for Shares Redeemed		(70,862,834	)		(78,977,366	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		(40,161,572	)		(34,954,288	)
CLASS K
Proceeds from Shares Sold		4,507,584			583,445
Proceeds from Reinvestment of Distributions		51,686			4,000
Payment for Shares Redeemed		(967,662	)		(1,203	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		3,591,608			586,242
Net Increase (Decrease) in Net Assets from Capital Share Transactions	$	(36,569,964	)	$	(34,368,046	)

48

	Strong Dividend Income Fund
	Year Ended Dec. 31, 2003		Year Ended Dec. 31, 2002
Transactions in Shares of Each Class of the Fund Were as Follows:
INVESTOR CLASS
Sold	2,243,781		2,769,920
Issued in Reinvestment of Distributions	134,583		382,045
Redeemed	(5,474,314	)	(5,825,250	)
Net Increase (Decrease) in Shares	(3,095,950	)	(2,673,285	)
CLASS K
Sold	373,802		47,496
Issued in Reinvestment of Distributions	4,068		298
Redeemed	(74,398	)	(103	)
Net Increase (Decrease) in Shares	303,472		47,691

9. Special Meeting of Shareholders of Strong Multi Cap Value Fund

On August 1, 2003, the Strong Multi Cap Value Fund’s and Strong Advisor Small Cap Value Fund’s Board of Directors approved the reorganization of the Strong Multi Cap Value Fund into the Strong Advisor Small Cap Value Fund, subject to shareholder approval at a meeting scheduled for October 31, 2003, which was adjourned. A new meeting date has not been set. Effective after the close of the market on August 22, 2003, the Strong Multi Cap Value Fund was closed to new investors. Effective January 30, 2004, the Strong Multi Cap Value Fund was reopened to new investors.

10. Legal Proceedings

The United States Securities and Exchange Commission (“SEC”), the New York Attorney General (“NYAG”), the Wisconsin Attorney General (“WAG”), and the Wisconsin Department of Financial Institutions (“WDFI”) are investigating active trading of the Strong Funds by employees of Strong, including Richard S. Strong, former employee and Chairman of Strong. The Independent Directors of the Strong Funds are also investigating these matters, with the assistance of counsel and an independent consulting firm. Fund expenses related to the investigation are reimbursed by Strong. The Independent Directors intend to obtain appropriate redress if they determine that the Strong Funds were harmed. In addition, Strong has received a subpoena from the West Virginia Attorney General (“WVAG”) requesting documents, if any, related to market timing and late trading practices. Effective November 2, 2003, the Independent Directors accepted Mr. Strong’s resignation as Chairman of the Strong Funds’ Boards. Effective December 2, 2003, Mr. Strong resigned as Director of the Strong Funds’ Boards, as Chairman, Chief Investment Officer and Director of Strong, and as Chairman and Director of Strong Financial Corporation, and its affiliates.

Strong is aware of a complaint filed and simultaneously settled on September 3, 2003 (the “Complaint”), by NYAG on behalf of the State of New York, against Canary Capital Partners, LLC, et al. (collectively, “Canary”), which alleges that Canary engaged in certain improper trading practices characterized as “late-day trading” and “market timing” with various mutual funds. Strong and certain Strong Funds are referenced, although not named as parties in the Complaint, with respect to the market timing allegations. On September 5, 2003, the SEC began an inquiry based on matters related to, and set forth in, the Complaint. On September 24, 2003, the WDFI asked that certain information and documents be provided related to the matters referenced in the Complaint.

Strong is currently cooperating with the NYAG, the SEC, the WAG, the WDFI, and the WVAG with respect to their separate inquires into these matters. On September 26, 2003, Strong announced its commitment to make appropriate reimbursement if it is determined that the transactions set forth in the Complaint adversely affected investors in the Strong Funds referenced in the Complaint. On October 30, 2003, Mr. Strong announced that he has committed to personally compensate the Strong Funds for any financial losses they may have experienced as a result of his transactions.

49

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2003

As of the date of this Report, Strong is aware of multiple shareholder class and derivative actions (“Actions”) filed since September 4, 2003, with respect to the factual matters referenced in the Complaint naming, among others, Strong, Strong Funds, Strong affiliates, and certain of their officers and directors as defendants. These Actions have been filed in the following federal and state courts: U.S. District Court for the Southern District of New York; U.S. District Court, District of New Jersey; U.S. District Court, Eastern District of Wisconsin, Milwaukee Division; U.S. District Court, Western District of Wisconsin; Superior Court of New Jersey Law Division of Hudson; State of Wisconsin Circuit Court, Milwaukee County; State of Wisconsin Circuit Court, Waukesha County; Supreme Court of the State of New York; Superior Court of the State of California, County of Los Angeles; and U.S. District Court, District of Connecticut. The Actions generally allege, among other things, that the defendants violated their fiduciary duty to fund shareholders and certain retirement plan participants, and made false and misleading statements in the funds’ prospectuses in violation of federal and state securities laws. The Actions generally seek one or more of the following: compensatory damages, punitive damages, special damages, exemplary damages, rescission, restitution, payment of plaintiffs’ attorneys’ fees and experts’ fees, and/or replacement of the Board of Directors of the Strong Funds. Additional lawsuits may be filed in the same or other venues presenting allegations and demands for relief. Strong expects that any such lawsuits would contain allegations including the matters discussed here and that the demands for relief would not materially differ from those described above. Based on available information, Strong and the Strong Funds do not currently believe that any of the pending Actions or the regulatory inquires will have a material impact on any of the Strong Funds.

50

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Shareholders of

Strong Value Funds:

In our opinion, the accompanying statements of assets and liabilities, including the schedules of investments in securities, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Strong Dow 30 Value Fund, Strong Mid Cap Disciplined Fund, Strong Multi Cap Value Fund, Strong Small Company Value Fund, Strong Small/Mid Cap Value Fund, Strong Strategic Value Fund and Strong Dividend Income Fund (all seven collectively constituting Strong Value Funds, hereafter referred to as the “Funds”) at December 31, 2003, and the results of each of their operations, the changes in each of their net assets and their financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Funds’ management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Milwaukee, Wisconsin

February 3, 2004

51

DIRECTORS AND OFFICERS

Each officer and director holds the same position with the 27 registered open-end management investment companies consisting of 72 mutual funds (“Strong Funds”).

Willie D. Davis (DOB 7-24-34), Director of the Strong Funds since July 1994.

Mr. Davis has been President and Chief Executive Officer of All Pro Broadcasting, Inc., since 1977; Director of Wisconsin Energy Corporation (formerly WICOR, Inc., a utility company) since 1990, Metro Goldwyn Mayer, Inc. (an entertainment company), since 1998, Bassett Furniture Industries, Inc., since 1997, Checker’s Drive-In Restaurants, Inc. (formerly Rally’s Hamburgers, Inc.), since 1994, Johnson Controls, Inc. (an industrial company), since 1992, MGM Mirage (formerly MGM Grand, Inc., an entertainment/hotel company) since 1990, Dow Chemical Company since 1988, Sara Lee Corporation (a food/consumer products company) since 1983, Alliance Bank since 1980, Manpower, Inc. (a worldwide provider of staffing services), since 2001, and Kmart Corporation (a discount consumer products company) from 1985 to 2003; and Trustee of the University of Chicago since 1980 and Marquette University since 1988.

Gordon B. Greer (DOB 2-17-32), Director of the Strong Funds since March 2002.

Mr. Greer was Of Counsel for Bingham McCutchen LLP (a law firm previously known as Bingham Dana LLP) from 1997 to February 2002 and Partner of Bingham McCutchen LLP from 1967 to 1997. On behalf of Bingham McCutchen LLP, Mr. Greer provided representation to the disinterested directors of the Strong Funds from 1991 to February 2002. Bingham McCutchen LLP has provided representation to the Independent Directors of the Strong Funds since 1991.

Stanley Kritzik (DOB 1-9-30), Director of the Strong Funds since January 1995 and Chairman of the Audit Committee of the Strong Funds since July 2000.

Mr. Kritzik has been Partner of Metropolitan Associates (a real estate firm) since 1962; Director of Wisconsin Health Information Network since November 1997, Health Network Ventures, Inc., from 1992 to April 2000, Aurora Health Care from September 1987 to September 2002; and Member of the Board of Governors of Snowmass Village Resort Association from October 1999 until October 2002.

Neal Malicky (DOB 9-14-34), Director of the Strong Funds since December 1999.

Mr. Malicky has been President Emeritus of Baldwin-Wallace College since July 2000; Chancellor of Baldwin-Wallace College from 1999 to June 2000; President of Baldwin-Wallace College from July 1981 to June 1999; Director of Aspire Learning Corporation since June 2000; Trustee of Southwest Community Health Systems, Cleveland Scholarship Program, and The National Conference for Community and Justice until 2001; President of the National Association of Schools and Colleges of the United Methodist Church, Chairperson of the Association of Independent Colleges and Universities of Ohio, and Secretary of the National Association of Independent Colleges and Universities until 2001.

William F. Vogt (DOB 7-19-47), Director and Chairman of the Independent Directors Committee of the Strong Funds since January 1995.

Mr. Vogt has been Senior Vice President of IDX Systems Corporation (a management consulting firm) since June 2001; President of Vogt Management Consulting, Inc., from July 1990 June 2001; and former Fellow of the American College of Medical Practice Executives.

52

DIRECTORS AND OFFICERS (continued)

Ane K. Ohm (DOB 10-16-69), Anti-Money Laundering Compliance Officer of the Strong Funds since November 2002.

Ms. Ohm has been Anti-Money Laundering Compliance Officer of Strong Financial Corporation since February 2003; Assistant Executive Vice President of Strong Financial Corporation since November 2003; Executive Vice President of the Advisor since December 2001; Director of Mutual Fund Administration of Strong Investor Services, Inc., since April 2001; and Marketing Services Manager of Strong Investments, Inc., from November 1998 to April 2001.

Christopher O. Petersen (DOB 1-18-70), Vice President and Assistant Secretary of the Strong Funds since May 2003.

Mr. Petersen has been Managing Counsel of Strong Financial Corporation since March 2003; Corporate Counsel at U.S. Bancorp Asset Management, Inc., from May 2001 to March 2003; Corporate Counsel at First American Asset Management, a division of U.S. Bank National Association (“FAAM”), from September 1999 to May 2001; Compliance Officer at FAAM from January 1999 to September 1999; and Associate Attorney at Mauzy Law Firm from September 1997 to December 1998.

Richard W. Smirl (DOB 4-18-67), Vice President of the Strong Funds since February 2002 and Secretary of the Strong Funds since November 2001.

Mr. Smirl has been Senior Counsel of Strong Financial Corporation since December 2001; Assistant Secretary of Strong Financial Corporation from December 2001 to February 2003; Secretary of Strong Financial Corporation since February 2003; Assistant Executive Vice President of the Advisor since December 2001; Chief Legal Officer of the Advisor since February 2003; Secretary of the Advisor since November 2002; Assistant Secretary of the Advisor from December 2001 to November 2002; Senior Counsel of the Advisor from July 2000 to December 2001; General Counsel of Strong Investments, Inc. (“Distributor”), since November 2001; Secretary of the Distributor since July 2000; Vice President and Chief Compliance Officer of the Distributor from July 2000 to December 2003; Lead Counsel of the Distributor from July 2000 to November 2001; Vice President of Strong Investor Services, Inc., since December 2001; Assistant Secretary of Strong Investor Services, Inc., from December 2001 to May 2003; Secretary of Strong Investor Services, Inc., since May 2003; Partner at Keesal, Young & Logan LLP (a law firm) from September 1999 to July 2000; and Associate at Keesal, Young & Logan LLP from September 1992 to September 1999.

Gilbert L. Southwell III (DOB 4-13-54), Assistant Secretary of the Strong Funds since July 2001.

Mr. Southwell has been Associate Counsel of Strong Financial Corporation since December 2001; Assistant Secretary of the Advisor since December 2002; Associate Counsel of the Advisor from April 2001 to December 2001; Partner at Michael, Best & Friedrich, LLP (a law firm) from October 1999 to March 2001; and Assistant General Counsel of U.S. Bank, National Association (formerly Firstar Bank, N.A.) and/or certain of its subsidiaries from November 1984 to September 1999.

John W. Widmer (DOB 1-19-65), Treasurer of the Strong Funds since April 1999.

Mr. Widmer has been Treasurer of the Advisor since April 1999; Assistant Treasurer of Strong Financial Corporation since December 2001; Assistant Secretary of Strong Financial Corporation from December 2001 to January 2003; Treasurer of Strong Service Corporation since April 1999; Treasurer and Assistant Secretary of Strong Investor Services, Inc., since July 2001; and Manager of the Financial Management and Sales Reporting Systems department of the Advisor from May 1997 to April 1999.

Thomas M. Zoeller (DOB 2-21-64), Vice President of the Strong Funds since October 1999.

Mr. Zoeller has been Executive Vice President of the Advisor since April 2001; Chief Financial Officer of the Advisor since February 1998; Secretary of the Advisor from December 2001 to November 2002; Member of the Office of the Chief Executive of Strong Financial Corporation since May 2001; Chief Financial Officer and Treasurer of Strong Investments, Inc., since October 1993; Executive Vice President of Strong Investor Services, Inc., since July 2001; Secretary of Strong Investor Services, Inc., from July 2001 to May 2003; Executive Vice President, Chief Financial Officer, and Secretary of Strong Service Corporation since December 2001; Treasurer of Strong Service Corporation from September 1996 to April 1999; Vice President of Strong Service Corporation from April 1999 to December 2001; Member of the Office of the Chief Executive of the Advisor from November 1998 until May 2001; and Senior Vice President of the Advisor from February 1998 to April 2001.

Except for Messrs. Davis, Kritzik, Malicky, and Vogt, the address of all of the Directors and Officers is P.O. Box 2936, Milwaukee, WI 53201. Mr. Davis’s address is 161 North La Brea, Inglewood, CA 90301. Mr. Kritzik’s address is 1123 North Astor Street, Milwaukee, WI 53202. Mr. Malicky’s address is 4608 Turnberry Drive, Lawrence, KS 66047. Mr. Vogt’s address is P.O. Box 7657, Avon, CO 81620.

The statement of additional information contains additional information about fund directors and officers and is available without charge, upon request, by calling 1-800-368-3863.

53

NOTES

54

Directors

Willie D. Davis

Gordon B. Greer

Stanley Kritzik

Neal Malicky

William F. Vogt

Officers

Phillip O. Peterson, President (effective January 2004)

Thomas M. Zoeller, Vice President

Richard W. Smirl, Vice President and Secretary

Christopher O. Petersen, Vice President and Assistant Secretary

Gilbert L. Southwell III, Assistant Secretary

John W. Widmer, Treasurer

Ane K. Ohm, Anti-Money Laundering Compliance Officer

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

State Street Bank and Trust Company

801 Pennsylvania Avenue, Kansas City, Missouri 64105

Transfer Agent and Dividend-Disbursing Agent

Strong Investor Services, 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

Strong Investments

P.O. Box 2936 | Milwaukee, WI 53201

www.Strong.com

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

To receive a free copy of the policies and

procedures the funds use to determine

how to vote proxies relating to portfolio

securities, call 1-800-368-3863, or visit the

Securities and Exchange Commission’s

web site at www.sec.gov

If you are a Financial Professional,

call 1-800-368-1683

Visit our web site at

www.Strong.com

This report does not constitute an offer for the sale of securities. Strong Funds are offered for sale by prospectus only. Securities are offered through Strong Investments, Inc. RT40967 02-04

AVLU/WH3295 12-03

Item 1.    Reports to Stockholders

ANNUAL REPORT    |    December 31, 2003

Strong

ADVISOR EQUITY

Funds

Strong Advisor Common Stock Fund
Strong Advisor Mid Cap Growth Fund
Strong Advisor Small Cap Value Fund
Strong Advisor U.S. Value Fund
Strong Advisor Endeavor Large Cap Fund
Strong Advisor Focus Fund
Strong Advisor International Core Fund
Strong Advisor Select Fund
Strong Advisor Technology Fund
Strong Advisor U.S. Small/Mid Cap Growth Fund
Strong Advisor Utilities and Energy Fund
Strong Advisor Large Company Core Fund

ANNUAL REPORT    |    December 31, 2003

Strong

Advisor Equity

Funds

Table of Contents

Investment Reviews
Strong Advisor Common Stock Fund	2
Strong Advisor Mid Cap Growth Fund	4
Strong Advisor Small Cap Value Fund	6
Strong Advisor U.S. Value Fund	8
Strong Advisor Endeavor Large Cap Fund	10
Strong Advisor Focus Fund	12
Strong Advisor International Core Fund	14
Strong Advisor Select Fund	16
Strong Advisor Technology Fund	18
Strong Advisor U.S. Small/Mid Cap Growth Fund	20
Strong Advisor Utilities and Energy Fund	22
Strong Advisor Large Company Core Fund	24
Financial Information
Schedules of Investments in Securities
Strong Advisor Common Stock Fund	26
Strong Advisor Mid Cap Growth Fund	27
Strong Advisor Small Cap Value Fund	29
Strong Advisor U.S. Value Fund	34
Strong Advisor Endeavor Large Cap Fund	36
Strong Advisor Focus Fund	38
Strong Advisor International Core Fund	39
Strong Advisor Select Fund	40
Strong Advisor Technology Fund	41
Strong Advisor U.S. Small/Mid Cap Growth Fund	42
Strong Advisor Utilities and Energy Fund	43
Strong Advisor Large Company Core Fund	44
Statements of Assets and Liabilities	46
Statements of Operations	54
Statements of Changes in Net Assets	60
Financial Highlights	65
Notes to Financial Statements	86
Report of Independent Auditors	110
Directors and Officers	111

A Few Words From Dick Weiss

Market Update — January 1, 2003, to December 31, 2003

One of the great strengths of Strong Capital Management, Inc. (“Strong”), is the autonomy of its different investment teams. Unlike so many institutions where a single investment philosophy predominates and stock selection is done by committee, Strong is comprised of highly independent investment teams with individual philosophies and practices.

This independence notwithstanding, the investment teams share a common objective — adding value for shareholders.

Despite the turmoil surrounding the mutual fund industry and our firm during the last quarter of 2003, Strong’s investment teams performed admirably. According to Lipper, 74 percent of the Strong Funds beat their respective peer indices since their inception.*

Indeed, 2003 turned out to be a better year than anticipated by the investment world. In October of 2002, the market bottomed, and then began a steady advance upward into 2003. Troubled by the prospect of military conflict with Iraq, the market turned down in January and bottomed again in March. Once the outcome in Iraq

Economic Growth Rebounded in 2003

* Results are based on total returns. 110 of 149 funds, including separate share classes, outperformed their Lipper Peer Indices since the funds’ inception through 12-31-03. Investment values fluctuate. Results will vary for other time periods. Does not include effect of any loads (as applicable).

(Continued on next page)

became clear, the market anticipated the major business recovery that materialized in the third and fourth quarters, and resumed its forward march. The S&P 500 Index, Dow Jones Industrial Average, and Nasdaq moved up smartly for the remainder of the year.

It was, in effect, a rising tide that lifted many boats. Stocks that had been especially battered by the three-year bear market — either because the market assumed their business models were broken or because they had been pushed to the edge of bankruptcy — enjoyed dramatic recoveries. Once it became clear that the economy had bottomed, many of the most downtrodden stocks rebounded like coiled springs and rose appreciably in the second half of 2003. This is a phenomenon that has typically occurred after tough bear markets and has generally lasted around 6-8 months. I believe we are approaching the end of this phase.

In some instances, I believe going against conventional wisdom in 2004 will spell the difference between average and exceptional performance. For example:

• Popular opinion has it that manufacturing — a sector which has suffered for roughly 30 years — will continue to falter in 2004. I disagree. It appears that 2004 may shape up to be the first synchronized global economic recovery in years. That, combined with a weak dollar, should make U.S. manufacturing goods increasingly competitive around the world and bolster the sector’s overall results.

• The energy sector, which significantly underperformed in 2003, looks promising as well. While it participated in the fourth quarter rally, it lagged for the year and was nearing an all-time low, as a percentage of the S&P 500 Index. Energy prices were stronger than most observers expected in 2003. Given the likely increase in demand as the global economy expands, energy prices should remain at the upper end of their normal trading range. This scenario would allow individual energy stocks to play catch-up.

Here at home, the U.S. economy shows unmistakable signs of strengthening. Job growth is gaining momentum. Consumer confidence quite clearly is on the rise. All in all, it’s an encouraging combination.

If you accept the premise that there will be a wider divergence of performance this year, diversification becomes essential. It’s going to be harder to make money in 2004 than it was in 2003. But in a market environment where a rising tide will not lift all issues indiscriminately, diversified mutual funds can be a sound and sensible investment option.

Consumer Confidence Increased in 2003

Thank you for investing with Strong.

Richard T. Weiss

Vice Chairman

Strong Financial Corporation

Strong Advisor Common Stock Fund

Following three consecutive years of declines, the U.S. equity markets staged a strong recovery in 2003. The Strong Advisor Common Stock Fund Class A gained 30.52% for the year (38.50% when excluding the initial sales charge), while the Fund’s broad-based benchmark, the Russell Midcap Index, returned 40.06% for the same period.

Improving economic conditions

This year’s rally was driven by a material improvement in the nation’s economic outlook. Specifically, low interest rates from the Federal Reserve and tax cuts from Washington set the stage for economic recovery. As investors began to anticipate the resurgence of the economy, they regained confidence in investing in various stocks, which helped to drive some of the initial improvements in the market.

By the middle of the year, the continued strengthening of the economy led investors to focus on lower-quality stocks — specifically those with little or no earnings. This hurt the Fund’s relative performance, as we have historically invested in attractively priced companies with higher-quality characteristics and strong, long-term potential. We believe the trend favoring lower-quality, speculative stocks has now reached its conclusion.

Considering private market value

Our analysis of individual companies takes a close look at their competitive strengths, assets, and financial position. We then use that information to gauge a company’s private market value — the price a buyer would be willing to pay for the entire company. Companies that meet our standards and whose stocks are selling at prices lower than their private market value are candidates for inclusion in the Fund.

This process served us relatively well in 2003, as it attracted us to many stocks with strong qualities whose prices had been beaten down to very attractive levels. One example of a stock we identified through our disciplined process is Continental Airlines. Following the terrorist attacks of 9/11, the U.S. airline industry was hit by one of its worst down-turns ever. Many companies were pushed into bankruptcy. We thoroughly evaluated the remaining airlines and added Continental to the portfolio based on its relative strength. It proved to be one of our strongest stocks during the year.

Our analysis of beaten-down segments also helped us add trucking company Ryder Systems and metals company Alcoa to the portfolio during the year. In the technology sector, pessimism about the industry outlook early in the year allowed us to add companies positioned to benefit from improving corporate spending. Among the companies we were able to buy at a discount to private market value was Unisys Corporation. That holding, as well as existing positions in software and semiconductor stocks, performed strongly during the year.

As the economy improved in the second half of the year, most of the market’s performance came from lower-quality companies. This was particularly true in the technology area, where the long bear market had driven many companies to near-bankruptcy level. Given our stock selection criteria, the Fund had an underrepresentation in these stocks compared to the benchmark, which hurt our relative performance for the year. In addition, non-cyclical consumer stocks, such as food and beverage companies, did not fully participate in the market’s rally. Our holdings in this segment also hurt relative performance.

Our overweight position, relative to our benchmark, in energy stocks also hurt the Fund’s performance despite an extremely strong year for commodity prices. While oil prices hovered around $30 per barrel, and natural gas stayed above $5 per cubic foot for most of the year, the performance of energy stocks did not match these high levels. We continue to believe the stocks are attractively valued and that strong underlying fundamentals will in time attract more investors to the sector. Our holdings in the sector remain tilted toward natural gas and energy-service stocks, which we believe are in the best position to benefit from higher commodity prices.

Further improvement in 2004

We believe the market will continue to post positive returns in the coming year, though not at the levels seen in 2003. The economic picture continues to improve, with the employment picture likely stabilizing at year-end. Given both low inventory levels and improving corporate spending, we believe the progress is sustainable. Much of this positive news has already been reflected in stock prices, but in our assessment, stock valuations remain reasonable for this stage of the economic recovery. We therefore anticipate that stocks should continue to appreciate as long as earnings continue to rise.

Thank you for your investment in the Strong Advisor Common Stock Fund.

Richard T. Weiss

Portfolio Co-Manager

Ann M. Miletti

Portfolio Co-Manager

2

Fund Highlights

Your Fund’s Approach

The Fund invests in common stocks of small- and medium-capitalization companies that the Fund’s managers believe are underpriced yet have attractive growth prospects. The managers base their analysis on a company’s “private market value” — the price an investor would be willing to pay for the entire company given its management, financial health, and growth potential.

Average Annual Total Returns

As of 12-31-03

Class A1
1-year	30.52	%
5-year	7.23	%
10-year	11.32	%
Since Fund Inception (12-29-89)	14.80	%

Class A, excluding sales load
1-year	38.50	%
5-year	—
10-year	—
Since Fund Inception (12-29-89)	—

Class B1
1-year	32.40	%
5-year	7.56	%
10-year	11.57	%
Since Fund Inception (12-29-89)	14.98	%

Class C1
1-year	36.31	%
5-year	7.86	%
10-year	11.39	%
Since Fund Inception (12-29-89)	14.70	%

Class Z2
1-year	38.70	%
5-year	8.83	%
10-year	12.35	%
Since Fund Inception (12-29-89)	15.67	%

Equity funds are volatile investments and should only be considered for long-term goals.

Growth of an Assumed $10,000 Investment^†

From 12-29-89 to 12-31-03

Mention of specific securities in this report is not indicative of whether the Fund may make additional purchases of, sell all or a portion of, or continue to hold those securities.

^† 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 Midcap^® Index and the Lipper Mid-Cap Core 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. Current performance may be lower or higher than the quoted performance. Call us or visit www.Strong.com for the most current performance information. The graph and the Average Annual Total Returns table do not reflect the deduction of taxes, if any, that a shareholder would pay on Fund distributions or the redemption of Fund shares. This graph is based on Class Z shares only; performance for other classes will vary due to differences in fee structures.

The Fund’s prospectus and statement of additional information may describe restrictions on the percentage of a particular type or quality of security in which the Fund may invest (“Percentage Restrictions”). Percentage Restrictions apply at the time the Fund purchases a security. Circumstances subsequent to the purchase of the security, such as a change in: (1) the Fund’s assets (e.g., due to cash inflows and redemptions); (2) the market value of the security; or (3) the pricing, liquidity, or rating of the security, may cause the Fund to exceed or fall short of the Percentage Restriction. If this happens, the Fund’s continued holding of the security will not constitute a violation of the Percentage Restriction.

From time to time, the Fund’s advisor and/or administrator has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.

¹ Load-adjusted performance reflects the effect of the maximum sales charge of 5.75% for Class A, the applicable contingent deferred sales charge of 5.00% in year 1 and eliminated after year 6 for Class B, and the applicable contingent deferred sales charge of 1.00% and eliminated after 12 months for Class C. The performance of the Class A, B, and C shares is based on the performance of the Fund’s Class Z shares (formerly Retail Class shares) prior to 11-30-00. The performance of the Class A shares is restated to reflect the load and the different expenses of the Class A shares, as applicable. The performance of the Class B shares is restated to reflect the contingent deferred sales charge, the different expenses of the Class B shares, and the conversion to Class A shares after eight years, as applicable. The performance of the Class C shares is restated to reflect the contingent deferred sales charge and the different expenses of the Class C shares, as applicable.

² Performance information is for Class Z shares (formerly Retail Class shares). The Strong Advisor Common Stock Fund Class Z shares are closed to new accounts, though the Fund may continue to offer its shares to certain company-sponsored retirement plans, institutional investors meeting specific eligibility requirements, and other limited groups as described in the prospectus. Please consult a prospectus for information about all share classes.

Because smaller companies often have narrower markets and limited financial resources, investments in these stocks present more risk than investments in those of larger, more established companies.

* The Russell Midcap^® Index measures the performance of the 800 smallest companies in the Russell 1000 Index, which represent approximately 26% of the total market capitalization of the Russell 1000 Index. The Lipper Mid-Cap Core Funds Index is the average of the 30 largest funds in the Lipper Mid-Cap Core Funds Category. Source of the Russell index data is Standard & Poor’s Micropal. Source of the Lipper index data is Lipper Inc.

3

Strong Advisor Mid Cap Growth Fund

After withstanding a fierce bear market, equity investors were generally rewarded with strong positive returns in 2003. For the year ended December 31, 2003, the Strong Advisor Mid Cap Growth Fund Class A recorded a solid return of 26.84% (34.56% when excluding the initial sales charge). This figure did, however, lag the broad-based Russell Midcap Index’s return of 40.06% over the same period.

Many factors drove performance

During the year, several factors combined to create a very favorable investing climate. Among these factors were economic stimulus from new tax cuts, reduction of geopolitical uncertainties, and continued low interest rates and inflation. The positive impact was felt in both growth and value stocks and across nearly all sectors of the economy.

The stocks that were the top contributors to the Fund’s performance over the year came from the consumer sector of the market. As the economy strengthened throughout the year, this area experienced above-average growth. Holdings that were weaker for the Fund came primarily from the technology, healthcare, and energy sectors.

Our investment process

Research drives our process of selecting stocks for the Strong Advisor Mid Cap Growth Fund. For a stock to be chosen, it must display — or have solid prospects for displaying — above-average growth trends in revenue, earnings, or both. Identifying stocks that are experiencing this growth is important. But what matters the most in our investment process is seeking to discern growth trends that are sustainable, as opposed to those that are likely to be short-lived.

In order for a company to make the most of its growth opportunities, it must also have a solid management team in place. For that reason, we analyze management’s track record of execution and often take time to get to know a company’s managers before buying its stock. Through our thorough, hands-on research, we also seek to determine whether their business plan is sensible and offers opportunities for future expansion. Finally, before we add a stock to the portfolio, we consider whether it fits in with our overall economic view, as well as one or more of the important investment themes that guide our market outlook. These trends include the aging of the overall population and the changes technological innovation can bring to virtually every part of the economy.

Ultra Petroleum Corporation is a company that met the above criteria and proved to be an excellent holding for the Fund during the year. Ultra is an energy company, engaged in the exploration and production of crude oil and natural gas. We were attracted to Ultra because we recognized it was growing its natural gas production at an industry-leading rate, and more importantly, because its high production growth rate was likely to continue for several more years, driven by the strength of its drilling prospects and management’s solid track record of execution. Finally, an investment in Ultra made sense given the team’s positive overall outlook for crude oil and natural gas prices.

Our decision to sell a stock is generally based on criteria that are essentially the opposite of our buying criteria. We may sell a stock when we see a deterioration in fundamentals that threatens the sustainability of a company’s existing or prospective growth. Conditions that could cause this may include, but are not limited to, changes we see in the economy, a new competitive threat, or a change in management personnel or direction.

Maintaining a positive outlook

Our outlook for the next few months remains positive, as we expect the economy to continue to benefit from continued low interest rates and inflation. This environment should allow for solid growth in corporate profits, which is beneficial to stock prices.

We will continue to seek out the fastest-growing companies we can identify that fit within the framework of our time-tested investment process.

We thank you for your continued investment in the Strong Advisor Mid Cap Growth Fund.

Brandon Nelson

Portfolio Manager

4

Fund Highlights

Your Fund’s Approach

The Fund invests in stocks of medium-capitalization companies that the Fund’s manager believes have favorable prospects for growth of earnings and capital appreciation. Although the Fund may invest in stocks of any economic sector, at times it may emphasize one or more particular sectors.

Average Annual Total Returns

As of 12-31-03

Class A1
1-year	26.84	%
3-year	-18.24	%
5-year	-0.92	%
Since Fund Inception (12-31-96)	3.07	%
Class A, excluding sales load
1-year	34.56	%
3-year	—
5-year	—
Since Fund Inception (12-31-96)	—
Class B1
1-year	28.41	%
3-year	-19.21	%
5-year	-0.76	%
Since Fund Inception (12-31-96)	3.38	%
Class C1
1-year	32.41	%
3-year	-17.21	%
5-year	-0.36	%
Since Fund Inception (12-31-96)	3.38	%
Class Z2
1-year	34.25	%
3-year	-16.70	%
5-year	0.32	%
Since Fund Inception (12-31-96)	4.10	%

Equity funds are volatile investments and should only be considered for long-term goals.

Growth of an Assumed $10,000 Investment^†

From 12-31-96 to 12-31-03

Mention of specific securities in this report is not indicative of whether the Fund may make additional purchases of, sell all or a portion of, or continue to hold those securities.

^† 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 Midcap^® Index and the Lipper Mid-Cap 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. Current performance may be lower or higher than the quoted performance. Call us or visit www.Strong.com for the most current performance information. The graph and the Average Annual Total Returns table do not reflect the deduction of taxes, if any, that a shareholder would pay on Fund distributions or the redemption of Fund shares. This graph is based on Class Z shares only; performance for other classes will vary due to differences in fee structures.

The Fund’s prospectus and statement of additional information may describe restrictions on the percentage of a particular type or quality of security in which the Fund may invest (“Percentage Restrictions”). Percentage Restrictions apply at the time the Fund purchases a security. Circumstances subsequent to the purchase of the security, such as a change in: (1) the Fund’s assets (e.g., due to cash inflows and redemptions); (2) the market value of the security; or (3) the pricing, liquidity, or rating of the security, may cause the Fund to exceed or fall short of the Percentage Restriction. If this happens, the Fund’s continued holding of the security will not constitute a violation of the Percentage Restriction.

From time to time, the Fund’s advisor and/or administrator has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.

¹ Load-adjusted performance reflects the effect of the maximum sales charge of 5.75% for Class A, the applicable contingent deferred sales charge of 5.00% in year 1 and eliminated after year 6 for Class B, and the applicable contingent deferred sales charge of 1.00% and eliminated after 12 months for Class C. The performance of the Class A, B, and C shares is based on the performance of the Fund’s Class Z shares (formerly Retail Class shares) prior to 11-30-00. The performance of Class A shares is restated to reflect the load and the different expenses of the Class A shares, as applicable. The performance of the Class B shares is restated to reflect the contingent deferred sales charge and the different expenses of the Class B shares, as applicable. The performance of the Class C shares is restated to reflect the contingent deferred sales charge and the different expenses of the Class C shares, as applicable.

² Performance information is for Class Z shares (formerly Retail Class shares). The Strong Advisor Mid Cap Growth Fund Class Z shares are closed to new accounts, though the Fund may continue to offer its shares to certain company-sponsored retirement plans, institutional investors meeting specific eligibility requirements, and other limited groups as described in the prospectus. Please consult a prospectus for information about all share classes.

* The Russell Midcap^® Index measures the performance of the 800 smallest companies in the Russell 1000 Index, which represent approximately 26% of the total market capitalization of the Russell 1000 Index. The Lipper Mid-Cap Growth Funds Index is the average of the 30 largest funds in the Lipper Mid-Cap Growth Funds Category. Source of the Russell index data is Standard & Poor’s Micropal. Source of the Lipper index data is Lipper Inc.

5

Strong Advisor Small Cap Value Fund

The Strong Advisor Small Cap Value Fund had a very good year in 2003, both in absolute terms and relative to its broad-based benchmark. The Fund’s Class A shares returned 39.98% or 48.49% when excluding the initial sales charge, placing it just ahead of the broad-based Russell 2000 Index, which returned 47.25%.

A strong year for equities

The past year witnessed a broad and substantial rally for all areas of the equity market. The growth and value styles of investing both performed well. While large-cap stocks, especially those in the technology sector, performed well, small-cap stocks had a very good year. Although the market in 2003 was generally perceived to have been growth-dominated, small-cap stocks in the value style performed exceptionally well.

The Fund’s holdings in stocks from such sectors as materials, industrials, and energy made significant positive contributions to its returns. Also, many of our mining and metals stocks added to the Fund’s returns. These stocks benefited from a favorable supply/demand relationship — that is, demand is good while supply is relatively tight — for silver and gold.

Furthermore, this past year saw a significant weakening of the U.S. dollar, which also aided many of the names in the metals and mining industries. When the dollar loses value relative to foreign currencies, investors tend to favor precious metals, helping to drive the value of these stocks upward. Energy stocks in the portfolio also benefited from a good supply/demand environment. The situation is particularly favorable for companies in the natural gas area.

We kept the Fund’s exposure to technology stocks near to, or slightly lower than, their representation in our benchmark index. Technology stocks performed very strongly over the year, so this positioning could have hurt performance. However, our individual stock selections in this sector were strong and added significant value to the portfolio.

Looking for catalysts

The Fund employs a relative value approach to investing. This means that we look for stocks in all sectors of the marketplace that are attractively priced and have positive fundamental catalysts that could drive their stock price upward in the future. These catalyst qualities can include new products, strong management teams, or favorable dynamics within the company’s industry.

We use a multidimensional, bottom-up stock-selection process. We employ both quantitative analysis (objective number-crunching) and fundamental research (careful, but more subjective study of the company’s specific qualities). For the most part, we use quantitative analysis to narrow down the pool of stocks we consider for the portfolio and then spend most of our time on the hands-on, fundamental research that guides our final selections. We contend that a stock that is attractive from a quantitative basis may not be a good investment if it lacks a catalyst to drive future growth.

The Fund’s allocations to different industries and sectors are driven primarily by our individual stock selections. We generally don’t seek to capitalize on potential market trends by deliberately overweighting or underweighting the portfolio in different market sectors.

United States Steel provides an excellent example of how our stock selection process works. This company’s reasonable valuation and other factors allowed it to pass through our initial quantitative screening process. Then we engaged in closer research and evaluation. What we found was a preeminent steel company with a seasoned, forward-thinking management team and successful operations in eastern Europe. Additionally, the company merged with National Steel in May 2003. The resulting synergies have been a key driving force for success and earnings growth. The stock has been a holding in our portfolio for some time, typifying our long-term approach to most of our holdings.

Possible challenges in 2004

In the past year, stocks moved upward across the market, but in 2004 we believe individual stock selection will become increasingly critical to success. It is our opinion that small-cap stocks can continue to do well this year, as their prices remain attractive and many investors still have relatively low exposure to this asset class.

Additionally, we believe the dollar may continue to drop (but somewhat less drastically) versus other major currencies, and that prices for such commodities as precious metals, natural gas, and oil will continue their upward trend. We intend to position the Fund to benefit from these expected trends.

Thank you for your investment in the Strong Advisor Small Cap Value Fund.

I. Charles Rinaldi

Portfolio Manager

6

Fund Highlights

Your Fund’s Approach

The Fund invests in stocks of small-capitalization companies that the Fund’s manager believes are undervalued relative to the market based on earnings, cash flow, or asset value. The manager specifically looks for companies whose stock prices may benefit from a positive dynamic of change, such as a new management team, a new product or service, a corporate restructuring, an improved business plan, or a change in the political, economic, or social environment.

Average Annual Total Returns

As of 12-31-03

Class A1
1-year	39.98	%
3-year	15.60	%
5-year	19.97	%
Since Fund Inception (12-31-97)	17.49	%
Class A, excluding sales load
1-year	48.49	%
3-year	—
5-year	—
Since Fund Inception (12-31-97)	—
Class B1
1-year	42.28	%
3-year	16.09	%
5-year	20.50	%
Since Fund Inception (12-31-97)	17.91	%
Class C1
1-year	46.34	%
3-year	17.11	%
5-year	20.72	%
Since Fund Inception (12-31-97)	18.01	%
Class Z2
1-year	48.70	%
3-year	18.09	%
5-year	21.66	%
Since Fund Inception (12-31-97)	18.92	%

Equity funds are volatile investments and should only be considered for long-term goals.

Growth of an Assumed $10,000 Investment^†

From 12-31-97 to 12-31-03

Mention of specific securities in this report is not indicative of whether the Fund may make additional purchases of, sell all or a portion of, or continue to hold those securities.

^† 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^® Index and the Lipper Small-Cap Value 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. Current performance may be lower or higher than the quoted performance. Call us or visit www.Strong.com for the most current performance information. The graph and the Average Annual Total Returns table do not reflect the deduction of taxes, if any, that a shareholder would pay on Fund distributions or the redemption of Fund shares. This graph is based on Class Z shares only; performance for other classes will vary due to differences in fee structures.

The Fund’s prospectus and statement of additional information may describe restrictions on the percentage of a particular type or quality of security in which the Fund may invest (“Percentage Restrictions”). Percentage Restrictions apply at the time the Fund purchases a security. Circumstances subsequent to the purchase of the security, such as a change in: (1) the Fund’s assets (e.g., due to cash inflows and redemptions); (2) the market value of the security; or (3) the pricing, liquidity, or rating of the security, may cause the Fund to exceed or fall short of the Percentage Restriction. If this happens, the Fund’s continued holding of the security will not constitute a violation of the Percentage Restriction.

From time to time, the Fund’s advisor and/or administrator has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.

¹ Load-adjusted performance reflects the effect of the maximum sales charge of 5.75% for Class A, the applicable contingent deferred sales charge of 5.00% in year 1 and eliminated after year 6 for Class B, and the applicable contingent deferred sales charge of 1.00% and eliminated after 12 months for Class C. The performance of the Class A, B, and C shares is based on the performance of the Fund’s Class Z shares (formerly Retail Class shares) prior to 11-30-00. The performance of the Class A shares is restated to reflect the load and the different expenses of the Class A shares, as applicable. The performance of the Class B shares is restated to reflect the contingent deferred sales charge and the different expenses of the Class B shares, as applicable. The performance of the Class C shares is restated to reflect the contingent deferred sales charge and the different expenses of the Class C shares, as applicable.

² Performance information is for Class Z shares (formerly Retail Class shares). The Strong Advisor Small Cap Value Fund Class Z shares are closed to new accounts, though the Fund may continue to offer its shares to certain company-sponsored retirement plans, institutional investors meeting specific eligibility requirements, and other limited groups as described in the prospectus.

Please consult a prospectus for information about all share classes.

Because small companies often have narrower markets and limited financial resources, investments in these stocks present more risk than investments in those of larger, more established companies.

* The Russell 2000^® Index measures the performance of the 2,000 smallest companies in the Russell 3000 Index, which represents approximately 8% of the total market capitalization of the Russell 3000 Index. The Lipper Small-Cap Value Funds Index is the average of the 30 largest funds in the Lipper Small-Cap Value Funds Category. Source of the Russell index data is Standard & Poor’s Micropal. Source of the Lipper index data is Lipper Inc.

7

Strong Advisor U.S. Value Fund

The Strong Advisor U.S. Value Fund outperformed its broad-based index, the S&P 500 Index. The Fund’s Class A shares returned 23.00% or 30.48% when excluding the initial sales charge, while the S&P 500 Index returned 28.67%.

In a departure from the previous three years, all categories of the equity markets delivered positive results — and did so decisively. As is typical in the early stages of an economic recovery, throughout the year small-cap stocks outperformed mid-cap stocks, which in turn outperformed large-cap stocks. Our willingness to hold some mid-cap stocks clearly helped our performance relative to the S&P 500 Index.

Individual stock selection drove outperformance

We spend virtually all of our time and effort on bottom-up, fundamental stock research. We were therefore gratified to find that our outperformance relative to our indices was driven in large part by strength in our individual stock selections, led by stocks in the materials (Georgia-Pacific and Phelps Dodge), healthcare (HCA and McKesson), and consumer discretionary (McDonald’s and Metro-Goldwyn-Mayer) sectors. In keeping with our value discipline, we have substantially reduced our exposure to our strongest materials and consumer discretionary stocks, as they have generally doubled in price from their lows. However, we continue to find value in healthcare stocks.

We are overweighted in food stocks relative to the benchmark level, as we find the steady growth, high dividends, and stable cash flow of these businesses very compelling at this time. In addition, as growth-oriented investors rotated out of this sector in search of faster-growth stocks, there was an unusual opportunity to purchase these businesses when they were out of favor and undervalued.

Some notes about energy and tech stocks

As of December 31, 2003, we were overweight in energy stocks relative to our benchmark. We took this position because energy stocks materially underperformed the broader market in 2003. Although we believed the energy stocks we selected may benefit from company-specific factors, it’s generally oil prices that drive the sector’s returns. Because oil prices are denominated in dollars, we believed that the weakened dollar should bolster prices, driving our decision to increase our position in the sector in the fourth quarter. The market appeared to warm up to this idea toward the end of the year, and energy stocks significantly outperformed the market in December.

We reduced our holdings in technology stocks in 2003. We believe that euphoria has begun to return to this area of the market, making the valuations of many companies excessive, in our assessment. In addition, it appears to us that many investors are not considering that most technology companies’ earnings per share will suffer material, negative impact once stock options are properly accounted for. We also reduced our position in financials, particularly in brokers and other areas sensitive to shifts in the markets.

Outlook for the year ahead

The year saw considerable weakness in the U.S. dollar, a condition that is typically more beneficial to larger companies. (Bigger companies are more likely to be exporters, which generally benefit from stronger currencies abroad.) This was not the case in 2003, however, as small caps outperformed larger stocks, continuing a five-year trend. It may be that large-cap investors can look forward to their stocks’ playing catch-up in 2004, particularly if dollar weakness continues.

We will continue to keep our heads down and our eyes open, seeking out companies with solid assets, manageable debt levels, and credible management teams. We will work to buy these companies at attractive prices — which often come when they are temporarily out of favor with the market. Finally, we hope and expect our valuation discipline and focus on risk management will be of greater importance in 2004 than they were in 2003.

Thank you for your investment in the Strong Advisor U.S. Value Fund.

Robert J. Costomiris

Portfolio Manager

* The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market value weighted index (stock price times number of shares outstanding), with each stock’s weight in the Index proportionate to its market value. The Lipper Large-Cap Value Funds Index is the average of the 30 largest funds in the Lipper Large-Cap Value Funds Category. Source of the S&P index data is Standard & Poor’s Micropal. Source of the Lipper index data is Lipper Inc.

8

Fund Highlights

Your Fund’s Approach

The Fund invests in stocks of U.S. companies that the Fund’s manager believes are undervalued relative to the market based on discounted cash flows, earnings, and asset value. The manager’s philosophy is that improving returns on invested capital drives improving valuations. The manager selects securities by screening for undervalued securities and utilizing fundamental analysis such as management interviews and financial modeling analysis to select those securities with improving returns on capital.

Average Annual Total Returns

As of 12-31-03

Class A1
1-year	23.00	%
3-year	-3.32	%
5-year	0.29	%
Since Fund Inception (12-29-95)	9.51	%
Class A, excluding sales load
1-year	30.48	%
3-year	—
5-year	—
Since Fund Inception (12-29-95)	—
Class B1
1-year	24.37	%
3-year	-3.51	%
5-year	0.41	%
Since Fund Inception (12-29-95)	9.62	%
Class C1
1-year	28.42	%
3-year	-2.08	%
5-year	0.81	%
Since Fund Inception (12-29-95)	9.62	%
Class K1
1-year	31.03	%
3-year	-0.95	%
5-year	1.90	%
Since Fund Inception (12-29-95)	10.76	%
Class Z2
1-year	30.23	%
3-year	-1.49	%
5-year	1.56	%
Since Fund Inception (12-29-95)	10.53	%

Equity funds are volatile investments and should only be considered for long-term goals.

Growth of an Assumed $10,000 Investment^†

From 12-29-95 to 12-31-03

Mention of specific securities in this report is not indicative of whether the Fund may make additional purchases of, sell all or a portion of, or continue to hold those securities.

^† 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 S&P 500 Index (“S&P 500”) and the Lipper Large-Cap Value 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. Current performance may be lower or higher than the quoted performance. Call us or visit www.Strong.com for the most current performance information. The graph and the Average Annual Total Returns table do not reflect the deduction of taxes, if any, that a shareholder would pay on Fund distributions or the redemption of Fund shares. This graph is based on Class Z shares only; performance for other classes will vary due to differences in fee structures.

The Fund’s prospectus and statement of additional information may describe restrictions on the percentage of a particular type or quality of security in which the Fund may invest (“Percentage Restrictions”). Percentage Restrictions apply at the time the Fund purchases a security. Circumstances subsequent to the purchase of the security, such as a change in: (1) the Fund’s assets (e.g., due to cash inflows and redemptions); (2) the market value of the security; or (3) the pricing, liquidity, or rating of the security, may cause the Fund to exceed or fall short of the Percentage Restriction. If this happens, the Fund’s continued holding of the security will not constitute a violation of the Percentage Restriction.

From time to time, the Fund’s advisor and/or administrator has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.

¹ Load-adjusted performance reflects the effect of the maximum sales charge of 5.75% for Class A, the applicable contingent deferred sales charge of 5.00% in year 1 and eliminated after year 6 for Class B, and the applicable contingent deferred sales charge of 1.00% and eliminated after 12 months for Class C. The performance of the Class A, B, and C shares is based on the performance of the Fund’s Class Z shares (formerly Retail Class shares) prior to 11-30-00. The performance of the Class A shares is restated to reflect the load and the different expenses of the Class A shares. The performance of the Class B shares is restated to reflect the contingent deferred sales charge and the different expenses of the Class B shares, as applicable. The performance of the Class C shares is restated to reflect the contingent deferred sales charge and the different expenses of the Class C shares, as applicable. The performance of Class K shares prior to December 31, 2001, is based on the Fund’s Class Z shares’ performance. Please consult a prospectus for information about all share classes.

² Performance information is for Class Z shares. The Strong Advisor U.S. Value Fund Class Z shares are closed to new accounts, though the Fund may continue to offer its shares to certain company-sponsored retirement plans, institutional investors meeting specific eligibility requirements, and other limited groups as described in the prospectus. Please consult a prospectus for information about all share classes.

9

Strong Advisor Endeavor Large Cap Fund

For the year ended December 31, 2003, the Strong Advisor Endeavor Large Cap Fund Class A delivered a very solid return, advancing 25.84% (33.51% when excluding the initial sales charge). The Fund’s broad-based benchmark, the S&P 500 Index, returned 28.67%.

We had positioned the Fund to benefit from overall improvement in economic conditions and investor confidence. We were surprised, however, that high-volatility stocks experienced the strongest performance over the past year. This may have hindered our performance relative to the benchmark.

An investigative approach

Our team of portfolio managers and analysts worked diligently in 2003 to research investment opportunities for new and existing holdings for the Fund. Our research process is based on the idea of surrounding a company. This can be likened to the work of investigative journalists, tapping into an extensive network of sources to develop an original investment opinion. We begin surrounding a company by thoroughly analyzing its financial statements, looking for companies that can produce strong earnings growth relative to the investment required to grow their businesses. One of the companies this research led us toward in 2003 was Cisco Systems, the manufacturer of a broad array of networking and communications products.

We then seek to gain perspectives from many key individuals who directly affect the particular company or industry that is the subject of our research. We hold extensive conversations with senior management, but also interview middle managers, sales personnel, and product or channel managers who can provide valuable insights into sales trends, customer interests, and the competitive landscape. These relationships help us to gain an understanding of the effectiveness of new product and customer initiatives. Information from competitors, suppliers, and customers helps to round out our understanding.

In Cisco’s case, our research among component suppliers indicated that business trends were improving across most of the company’s customer base. Indeed, Cisco was able to announce an important new contract with the U.S. Defense Department to build a high-speed data network. Cisco’s solid operating leverage, improving business trends, and reduced product backlog and lead times were all positive for the company’s stock.

Healthy performers for the Fund

Semiconductor manufacturer Intel Corporation was also a solid holding during the period. The semiconductor industry fared well this year, and Intel’s stock rose on the strength in demand as it witnessed a solid push in the markets for servers, desktop computers, and mobile devices. Also, the company continued to benefit from high expectations that its Centrino chipset will allow it to build considerable market share in the growing laptop market.

Finally, as demand for leisure travel improved this year, our carefully researched holdings in the travel sector contributed positively to returns. For example, Royal Caribbean, one of the world’s largest cruise lines, benefited from improved bookings and its strong position among its competitors. As the economy strengthened, we detected improving leisure travel as trends returned to normal after three years of below-average results.

We believe that our research of companies of all sizes is a key advantage even when investing in larger-cap companies. Many large companies compete, form partnerships, or do business with smaller and midsize companies. With research that spans the market capitalization spectrum, we get unusual insights that enhance our ability to build a differentiated portfolio of growth stocks.

A positive outlook overall

We expect economic and corporate earnings growth to continue at a moderate pace in the coming year. Inflation appears to be at a sustainably low level, with strong productivity gains and job growth appearing to pick up. These factors should provide a solid foundation for the equity markets next year.

There is, however, potential for rising interest rates due to a weaker dollar and improving economy, which could hamper stock returns somewhat. In this environment, we intend to continue to maintain a balance of core growth holdings and developing growth stocks in the portfolio. Our aim is to take advantage of the opportunities that may present themselves in 2004, while prudently managing risk.

Thank you for your investment in the Strong Advisor Endeavor Large Cap Fund.

Thomas J. Pence

Portfolio Co-Manager

D. Paul Berg

Portfolio Co-Manager

10

Fund Highlights

Your Fund’s Approach

The Fund invests in stocks of large-cap companies that its managers believe offer the potential for capital growth. The Fund’s managers seek to identify companies that have the prospect of improving sales and earnings growth rates, enjoy a competitive advantage, and have effective management with a history of making investments that are in the best interests of shareholders.

Average Annual Total Returns

As of 12-31-03

Class A1
1-year	25.84	%
Since Fund Inception (9-28-01)	-1.21	%
Class A, excluding sales load
1-year	33.51	%
Since Fund Inception (9-28-01)	—
Class B1
1-year	27.76	%
Since Fund Inception (9-28-01)	-0.84	%
Class C1
1-year	31.76	%
Since Fund Inception (9-28-01)	0.93	%

Equity funds are volatile investments and should only be considered for long-term goals.

Growth of an Assumed $10,000 Investment^†

From 9-28-01 to 12-31-03

Mention of specific securities in this report is not indicative of whether the Fund may make additional purchases of, sell all or a portion of, or continue to hold those securities.

^† 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 S&P 500 Index (“S&P 500”) and the Lipper Large-Cap 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 of the Fund vary, and you may have a gain or loss when you sell shares. Current performance may be lower or higher than the quoted performance. Call us or visit www.Strong.com for the most current performance information. The graph and the Average Annual Total Returns table do not reflect the deduction of taxes, if any, that a shareholder would pay on Fund distributions or the redemption of Fund shares. This graph is based on Class A shares only and reflects the effect of the maximum sales charge of 5.75%; performance for other share classes will vary due to differences in fee structures and sales charges.

The Fund’s prospectus and statement of additional information may describe restrictions on the percentage of a particular type or quality of security in which the Fund may invest (“Percentage Restrictions”). Percentage Restrictions apply at the time the Fund purchases a security. Circumstances subsequent to the purchase of the security, such as a change in: (1) the Fund’s assets (e.g., due to cash inflows and redemptions); (2) the market value of the security; or (3) the pricing, liquidity, or rating of the security, may cause the Fund to exceed or fall short of the Percentage Restriction. If this happens, the Fund’s continued holding of the security will not constitute a violation of the Percentage Restriction.

From time to time, the Fund’s advisor and/or administrator has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.

¹ Load-adjusted performance reflects the effect of the maximum sales charge of 5.75% for Class A, the applicable contingent sales charge of 5.00% in year 1 and eliminated after year 6 for Class B, and the applicable contingent deferred sales charge of 1.00% and eliminated after 12 months for Class C.

* The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market value weighted index (stock price times number of shares outstanding), with each stock’s weight in the Index proportionate to its market value. The Lipper Large-Cap Growth Funds Index is the average of the 30 largest funds in the Lipper Large-Cap Growth Funds Category. Source of the S&P 500 index data is Standard & Poor’s Micropal. Source of the Lipper index data is Lipper Inc.

11

Strong Advisor Focus Fund

Emerging from a three-year bear market, the Strong Advisor Focus Fund Class A posted a solid return of 17.91% for the year (25.05% when excluding the initial sales charge). The Fund’s broad-based benchmark, the S&P 500 Index, returned 28.67% for the same period.

The stock market in 2003 was driven by three major trends. First, the newly enacted tax cuts offered the potential for stimulus to the economy and provided a boost to investors’ anticipated after-tax returns. Second, the economy displayed solid improvement through the year, accelerating in the second half. Third, the credit and capital markets opened up dramatically, giving companies the opportunity to repair troubled balance sheets.

Overall, this environment favored the lowest-quality stocks the most, as the market appeared to understand that it had less reason to worry about these companies’ long-term viability. Our focus and research tends to steer us away from such companies, which accounts for much of our underperformance this past year.

Seeking out fast-growing companies

Our process for selecting individual stocks has proprietary research at its core. The underlying theme to our process is the continual search for companies with superior business models that can achieve earnings growth by increasing their revenues and gaining market share.

Apollo Group is a good example that demonstrates our investment process. The company offers higher education both on campuses and via the Internet through its University of Phoenix operations. The company fits into an important investment theme that we follow, the dramatic economic growth associated with the very large echo boomer generation (that is, the children of the original baby boomers). This generation is now moving into its post-secondary-education years, providing a generous tailwind for the University of Phoenix’s growth.

The company gained market share, strongly outpacing most of the post-secondary education market. Furthermore, it met our criteria for revenue growth, positive earnings surprises, return on invested capital, and consistency of performance. We have supplemented our quantitative research with regular visits to the company to evaluate whether our growth expectations remain reasonable or need to be revised upward or downward.

Choosing when to sell a stock

With Apollo Group we observed times where the price of the stock was near our valuation targets — that is, the price we believed fully reflected its intrinsic value. As we do with other stocks in the portfolio, we took the opportunity to reduce our position in the stock. Because we invest in fast-growing companies, this sell discipline — that is, devising and employing the criteria we use to determine when a stock is no longer appropriate for the Fund — is a vital part of our management process.

Performance ultimately is driven not only by how well we buy a stock, but also by how well we sell it. Our decisions to sell stocks are driven by signs that the stock’s price has risen too high relative to its earnings and growth prospects, and by indications that the growth rates we sought when we bought the stock may not come to fruition. (Similarly, we may choose to increase our position in a company if its stock price dips while its prospects remain good.) Our process has served us well with respect to Apollo Group, and we believe it is a good formula for evaluating, selecting, and eventually selling a wide range of growth stocks over the long term.

Thoughts about 2004

For the near future, we anticipate continued economic strength, with the Federal Reserve taking a benign stance on interest rates through the first half of 2004. We believe that corporate profitability will continue to experience an above-average rate of growth, driven by rebounding domestic and international economies. We believe this should present a reasonable environment for growth-stock investing.

The stock market is dynamic. Among the factors we expect to be paying close attention to in the coming months will be the direction of long-bond rates, the recent weakness in the U.S. dollar relative to major foreign currencies, the environment for corporate credit, and the evolving demand for healthcare services.

We thank you for your investment in the Strong Advisor Focus Fund, and we appreciate the confidence you’ve continued to place in us.

Thomas C. Ognar

Portfolio Manager

12

Fund Highlights

Your Fund’s Approach

The Fund focuses on stocks of 30 to 40 companies that its manager believes have favorable prospects for accelerating growth of earnings but are selling at reasonable valuations based on earnings, cash flow, or asset value. The portfolio can include stocks of small-, medium-, or large-capitalization companies.

Average Annual Total Returns

As of 12-31-03

Class A1
1-year	17.91	%
3-year	-18.07	%
Since Fund Inception (11-30-00)	-16.92	%
Class A, excluding sales load
1-year	25.05	%
3-year	—
Since Fund Inception (11-30-00)	—
Class B1
1-year	19.10	%
3-year	-18.88	%
Since Fund Inception (11-30-00)	-17.28	%
Class C1
1-year	23.10	%
3-year	-16.90	%
Since Fund Inception (11-30-00)	-15.86	%

Equity funds are volatile investments and should only be considered for long-term goals.

Growth of an Assumed $10,000 Investment^†

From 11-30-00 to 12-31-03

Mention of specific securities in this report is not indicative of whether the Fund may make additional purchases of, sell all or a portion of, or continue to hold those securities.

^† 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 S&P 500 Index (“S&P 500”) and the Lipper Multi-Cap 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. Current performance may be lower or higher than the quoted performance. Call us or visit www.Strong.com for the most current performance information. The graph and the Average Annual Total Returns table do not reflect the deduction of taxes, if any, that a shareholder would pay on Fund distributions or the redemption of Fund shares. This graph is based on Class A shares only and reflects the effect of the maximum sales charge of 5.75%; performance for other classes will vary due to differences in fee structures and sales charges.

The Fund’s prospectus and statement of additional information may describe restrictions on the percentage of a particular type or quality of security in which the Fund may invest (“Percentage Restrictions”). Percentage Restrictions apply at the time the Fund purchases a security. Circumstances subsequent to the purchase of the security, such as a change in: (1) the Fund’s assets (e.g., due to cash inflows and redemptions); (2) the market value of the security; or (3) the pricing, liquidity, or rating of the security, may cause the Fund to exceed or fall short of the Percentage Restriction. If this happens, the Fund’s continued holding of the security will not constitute a violation of the Percentage Restriction.

From time to time, the Fund’s advisor and/or administrator has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.

The Fund is nondiversified, meaning it may concentrate its assets in fewer individual holdings than a diversified fund. Therefore, the Fund is more exposed to individual stock volatility and market pressure than a fully diversified fund.

¹ Load-adjusted performance reflects the effect of the maximum sales charge of 5.75% for Class A, the applicable contingent deferred sales charge of 5.00% in year 1 and eliminated after year 6 for Class B, and the applicable contingent deferred sales charge of 1.00% and eliminated after 12 months for Class C.

* The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market value weighted index (stock price times number of shares outstanding), with each stock’s weight in the Index proportionate to its market value. The Lipper Multi-Cap Growth Funds Index is the average of the 30 largest funds in the Lipper Multi-Cap Growth Funds Category. Source of the S&P index data is Standard & Poor’s Micropal. Source of the Lipper index data is Lipper Inc.

13

Strong Advisor International Core Fund

The Strong Advisor International Core Fund Class A rose 23.82% for the year ended December 31, 2003 (31.38% when excluding the initial sales charge). While a solid return for the year, the Fund’s performance lagged the total return of its international benchmark, the MSCI EAFE Index, which gained 38.59% for the year.

Small-cap stocks and lower-quality stocks dominated the global market rally over the past year. Our investment discipline emphasizes higher-quality, large-cap companies, which limited the Fund’s participation in the market’s recovery.

Solid gains around the world

As the global economic recovery gained momentum through the year, all major international equity markets and global sectors enjoyed double-digit gains in U.S. dollar terms. Performance was best in emerging markets, where falling interest rates, attractive share prices, and accelerating growth prospects sparked investor sentiment. The Fund’s investments in Brazil and Mexico were particular beneficiaries of this trend. Asian markets also posted strong returns, especially in the second half of the year.

European markets had less dramatic performance in local currency terms, reflecting the struggling nature of that region’s economy. Germany was a notable exception in Europe. We increased our investment in Germany during the year, emphasizing companies poised for a significant earnings recovery in spite of the strong euro.

A major factor in the Fund’s results was the strength of key foreign currencies compared with the U.S. dollar. For example, the yen rose in value by 10% relative to the dollar, and the euro appreciated by 20%. Differences between the Fund’s currency exposures and those of the MSCI EAFE Index contributed to the Fund’s below-benchmark return.

Lower-quality stocks outperformed

As we have noted, in 2003 the stocks that experienced the greatest returns around the world and across economic sectors were small-capitalization stocks and low-quality stocks sharing such traits as highly leveraged balance sheets, a history of poor acquisition strategies, and volatile earnings results.

The difference in relative performance of small vs. large capitalization stocks was striking around the world. For example, the MSCI Europe Small Cap Index rose 35% in the year, while the MSCI Europe Index climbed just 17%. A similar relationship existed in Asia, where the MSCI Far East Small Cap Index increased 45%, nearly twice the return of the MSCI Far East Index, up 23%. (All returns are based in local currencies.) While some smaller-cap holdings, such as Puma of Germany, did very well for the year, the Fund is generally concentrated on large-cap stocks as part of our long-standing investment process.

The performance gap between low- and high-quality stocks also had an impact on the Fund’s relative performance. Eye-popping increases were experienced by some of the world’s most troubled financial, technology, and industrial stocks. Nevertheless, we remained true to our discipline, eschewing high-risk stocks with questionable fundamentals and favoring instead those that fit key criteria such as solid balance sheets, consistent earnings growth, proven business development strategies, and attractive relative valuations. We intend to maintain our focus on quality, as we believe such an approach is essential to identifying stocks that can survive and prosper over the longer term.

The year did have significant bright spots for the Fund. We identified rising materials prices as a key new trend early in the year, and therefore chose to emphasize that sector within the portfolio. Commodity prices rose on the back of the weaker dollar, reduced production capacity, and renewed demand — especially from China. Three Fund holdings from the sector, Anglo American, Gold Fields, and BHP are among the world’s largest metals and mining firms and were clear beneficiaries of the solid pricing environment for their products. Companhia Vale do Rio Doce, one of the Fund’s best performing stocks in 2003, has the added benefit of very low production costs following the devaluation of Brazil’s currency in January 1999.

Keeping our focus on high quality

Major issues facing global stock markets in 2004 include questions about the durability of the current global economic recovery, the negative effects of a weak U.S. dollar, the potential for rising interest rates across regions, and the ability of China’s expansion to serve as an engine of growth for the world economy and not just the Asian region.

In this environment, we believe investors will once again turn to the large-cap, high-quality stocks this Fund favors.

Thank you for your investment in the Strong Advisor International Core Fund.

Stacy Ho

Portfolio Co-Manager

Katherine Schapiro

Portfolio Co-Manager

14

Fund Highlights

Your Fund’s Approach

The Fund invests in stocks of any size from any country, including emerging markets, that appear to have strong growth potential and good relative value based on valuation measures such as earnings, cash flow, or asset value. The strategy is comprised of three parts that continually interact: trend identification, stock selection, and risk management.

Average Annual Total Returns

As of 12-31-03

Class A1
1-year	23.82	%
Since Fund Inception (9-28-01)	4.09	%
Class A, excluding sales load
1-year	31.38	%
Since Fund Inception (9-28-01)	—
Class B1
1-year	26.58	%
Since Fund Inception (9-28-01)	5.17	%
Class C1
1-year	30.52	%
Since Fund Inception (9-28-01)	6.79	%

Equity funds are volatile investments and should only be considered for long-term goals.

Growth of an Assumed $10,000 Investment^†

From 9-28-01 to 12-31-03

Mention of specific securities in this report is not indicative of whether the Fund may make additional purchases of, sell all or a portion of, or continue to hold those securities.

^† This graph, provided in accordance with SEC regulations, compares a $10,000 investment in the Fund, made at its inception, with the performance of the Morgan Stanley Capital International Europe, Australasia, and Far East Index (“MSCI EAFE”) and the Lipper International Funds Index. Results include the reinvestment of all dividends and capital gains distributions. Performance is historical and does not represent future results. Investment returns and principal value of the Fund vary, and you may have a gain or loss when you sell shares. Current performance may be lower or higher than the quoted performance. Call us or visit www.Strong.com for the most current performance information. The graph and the Average Annual Total Returns table do not reflect the deduction of taxes, if any, that a shareholder would pay on Fund distributions or the redemption of Fund shares. This graph is based on Class A shares only and reflects the effect of the maximum sales charge of 5.75%; performance for other share classes will vary due to differences in fee structures and sales charges.

The Fund’s prospectus and statement of additional information may describe restrictions on the percentage of a particular type or quality of security in which the Fund may invest (“Percentage Restrictions”). Percentage Restrictions apply at the time the Fund purchases a security. Circumstances subsequent to the purchase of the security, such as a change in: (1) the Fund’s assets (e.g., due to cash inflows and redemptions); (2) the market value of the security; or (3) the pricing, liquidity, or rating of the security, may cause the Fund to exceed or fall short of the Percentage Restriction. If this happens, the Fund’s continued holding of the security will not constitute a violation of the Percentage Restriction.

From time to time, the Fund’s advisor and/or administrator has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.

An investment in this Fund entails the special risks of international investing, including currency exchange fluctuation, government regulations, and the potential for political and economic instability. The Fund’s share price is expected to be more volatile than that of a U.S.-only fund. These risks are generally intensified for investments in emerging markets.

¹ Load-adjusted performance reflects the effect of the maximum sales charge of 5.75% for Class A, the applicable contingent sales charge of 5.00% in year 1 and eliminated after year 6 for Class B, and the applicable contingent deferred sales charge of 1.00% and eliminated after 12 months for Class C.

* The MSCI EAFE^® Index (Europe, Australasia, Far East) is a free float-adjusted market capitalization index that is designed to measure developed market equity performance, excluding the U.S. and Canada. The Lipper International Funds Index is the average of the 30 largest funds in the Lipper International Funds Category. These funds invest assets in securities with primary trading markets outside of the United States. Source of the MSCI EAFE index data is Standard & Poor’s Micropal. Source of the Lipper index data is Lipper Inc.

15

Strong Advisor Select Fund

The Strong Advisor Select Fund Class A posted a strong return in 2003. For the year ended December 31, 2003, the Fund returned 29.21% (37.05% when excluding the initial sales charge), outperforming its broad-based benchmark, the S&P 500 Index, which returned 28.67% for the same period.

In an environment that saw virtually every sector of the equity market post solid returns, the Fund’s outperformance relative to the S&P 500 Index was driven by strong individual stock selection.

Investigative approach to investing

Our investment process for the Strong Advisor Select Fund is based on the idea of surrounding a company with research. This can be likened to the work of investigative journalists, tapping into an extensive network of sources to develop an original investment opinion. We begin surrounding a company by thoroughly analyzing its financial statements, looking for companies that can produce strong earnings growth relative to the investment required to grow their businesses. We require each holding in the Fund to display strong barriers to new competitors, which should help support strong or improving returns on capital.

One company this approach led us to was Royal Caribbean Cruises, one of the world’s largest cruise lines. The very nature of the large cruise-line business helps to limit the potential for new entrants to the market. Among the factors that drew us to this company were increased bookings, which resulted from the strengthening economy and receding fears of terrorism. Royal Caribbean Cruises also had a strong position among its competitors. We expect to continue to closely monitor pricing, competition, and demand trends in the travel industry.

Among the most useful elements of our research process is seeking out perspectives from many key individuals who directly affect the particular company or industry that is the subject of our research. We hold extensive conversations with senior management, but we also interview middle managers, sales personnel, and product or channel managers who can provide valuable insights into sales trends, customer interests, and the competitive landscape. These relationships help us to gain an understanding of the effectiveness of new product and customer initiatives. Information from competitors, suppliers, and customers helps to round out our understanding of a company.

Eclectic stock picking

This research helps us to uncover opportunities in a wide range of sectors. For example, another strong performer we identified for the Fund was Harman International Industries, which designs and markets high-fidelity audio products and electronic systems. We were able to determine that Harman was benefiting from rolling out its Harman Infotainment system to higher-end auto manufacturers. That system also helps auto manufacturers decrease costs by simplifying the assembly process. We believed Harman’s customer base should allow it to generate solid long-term revenue and earnings growth.

Our research-driven approach also led us to semiconductor manufacturer Intel Corporation. The semiconductor industry fared well this year, and Intel rose on the strength in demand as it witnessed a solid push in the markets for servers, desktop computers, and mobile devices. The company’s new Centrino chipset should also allow it to build considerable market share in the growing laptop market.

We believe that our research of companies of all sizes is a key advantage even when investing in larger-cap companies. Many large companies compete, form partnerships, or do business with smaller and midsize companies. With research that spans the market-capitalization spectrum, we get unusual, invaluable insights.

Expectations for 2004

While the current environment suggests a positive tone for the equity markets next year, we anticipate that stock valuations will keep returns closer to historic levels (rather than the very high levels seen in 2003). There is some potential for downside risk due to an economic hiccup or unexpected event, and investors are likely to be more selective in the stocks they favor. We believe the stock market’s volatility is also likely to pick up.

Therefore, we intend to stay focused on keeping the right mix of core investments for the Fund and to continue to manage risk by adhering to our strict price targets for individual stocks. We believe the Fund is well-positioned to take advantage of the more discriminating market we are likely to see in the year ahead.

We sincerely appreciate your investment in the Strong Advisor Select Fund.

Thomas J. Pence Portfolio Co-Manager Erik J. Voss Portfolio Co-Manager

16

Fund Highlights

Your Fund’s Approach

The Fund invests in the stocks of 30 to 40 small-, medium-, and large-capitalization companies that its managers believe have above-average earnings growth prospects. The Fund’s managers select stocks that have attractive growth prospects, accelerating sales and earnings, and positive fundamentals.

Average Annual Total Returns

As of 12-31-03

Class A1
1-year	29.21	%
3-year	-7.58	%
Since Fund Inception (12-29-00)	-7.57	%
Class A, excluding sales load
1-year	37.05	%
3-year	—
Since Fund Inception (12-29-00)	—
Class B1
1-year	30.88	%
3-year	-7.97	%
Since Fund Inception (12-29-00)	-7.56	%
Class C1
1-year	34.88	%
3-year	-6.42	%
Since Fund Inception (12-29-00)	-6.41	%

Equity funds are volatile investments and should only be considered for long-term goals.

Growth of an Assumed $10,000 Investment^†

From 12-29-00 to 12-31-03

Mention of specific securities in this report is not indicative of whether the Fund may make additional purchases of, sell all or a portion of, or continue to hold those securities.

^† This graph, provided in accordance with SEC regulations, compares a $10,000 investment in the Fund, made at its inception, with a similar investment in the S&P 500 Index (“S&P 500”) and the Lipper Multi-Cap 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 a loss when you sell shares. Current performance may be lower or higher than the quoted performance. Call us or visit www.Strong.com for the most current performance information. The graph and the Average Annual Total Returns table do not reflect the deduction of taxes, if any, that a shareholder would pay on Fund distributions or the redemption of Fund shares. This graph is based on Class A shares only and reflects the effect of the maximum sales charge of 5.75%; performance for other classes will vary due to differences in fee structures and sales charges.

The Fund’s prospectus and statement of additional information may describe restrictions on the percentage of a particular type or quality of security in which the Fund may invest (“Percentage Restrictions”). Percentage Restrictions apply at the time the Fund purchases a security. Circumstances subsequent to the purchase of the security, such as a change in: (1) the Fund’s assets (e.g., due to cash inflows and redemptions); (2) the market value of the security; or (3) the pricing, liquidity, or rating of the security, may cause the Fund to exceed or fall short of the Percentage Restriction. If this happens, the Fund’s continued holding of the security will not constitute a violation of the Percentage Restriction.

From time to time, the Fund’s advisor and/or administrator has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns. The Fund is nondiversified, meaning it may concentrate its assets in fewer individual holdings than a diversified fund. Therefore, the Fund is more exposed to individual stock volatility and market pressure than a fully diversified fund.

¹ Load-adjusted performance reflects the effect of the maximum sales charge of 5.75% for Class A, the applicable contingent deferred sales charge of 5.00% in year 1 and eliminated after year 6 for Class B, and the applicable contingent deferred sales charge of 1.00% and eliminated after 12 months for Class C.

* The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market value weighted index (stock price times number of shares outstanding), with each stock’s weight in the Index proportionate to its market value. The Lipper Multi-Cap Growth Funds Index is the average of the 30 largest funds in the Lipper Multi-Cap Growth Funds Category. Source of the S&P index data is Standard & Poor’s Micropal. Source of the Lipper index data is Lipper Inc.

17

Strong Advisor Technology Fund

In a year that saw virtually all sectors of the equity markets post strong returns, technology stocks represented the strongest equity sector in 2003. The Strong Advisor Technology Fund outperformed its broad-based benchmark by substantial margins. For the year ended December 31, 2003, the Fund’s Class A shares returned 65.11% (75.24% when excluding the initial sales charge), while its broad-based index, the S&P 500 Index, returned 28.67%.

A powerful year for tech stocks

In general, technology stocks tend to perform well in periods of expanding economic growth. This past year was no exception, and as the U.S. economy rebounded near the middle of 2003, tech stocks started to move upward as well. The strength of the technology sector rebound is, of course, tempered by the depth of the drop in their prices (fully 75% on average) that took place during the bear market.

Because of this Fund’s size, we were able to invest in a substantial number of small-capitalization stocks, which were the best-performing equity class in 2003. We overweighted the semiconductor group, relative to our benchmark, for the entire year. This further contributed to our strong performance, as this was the top-performing subsector within technology during the year. Individual stock selection also contributed positively to our relative and absolute performance.

Interesting examples from the portfolio

We employ a bottom-up stock-selection process, focusing carefully on a company’s fundamental qualities. This process includes a rigorous evaluation of a company’s management, its market position, ability to be self-financing, and above all, prospects for future growth. We especially like companies offering “best-of-breed” products.

One change in technology investing that has occurred over the past several years has been the relative slowdown in the growth rate of the major end markets: personal computers, wireless telephony, and Internet/networking. The slowdown in these markets has forced a switch in strategy toward newer, but smaller, markets and companies that still have high projected growth rates.

One example would be Fund holding Metrologic Instruments, our best performer for the year with a return of more than 200%. This small but leading technology company specializes in equipment and systems for bar-code scanning and RFID devices (the so-called smart tags being phased in by Wal-Mart and other retailers). We bought the stock based on an accelerated pattern of sales growth caused by new product innovation, as well as an increased potential range of uses for these technologies in hospital and logistics management. While this example is particularly strong, in 2003 we were able to identify several stocks that provided outsized returns for the portfolio.

We strive to maintain diversification among the major technology end markets and we’ve rarely allowed our exposure to a single sub-industry to exceed 30% of assets. In 2003, our semiconductor position briefly reached this level, but that was due in part to strong price appreciation among the stocks in this top-performing area of the market. We’ve usually looked to trim back our positions in individual stocks when they exceed 5% of assets. The aim of all of these diversification efforts is to reduce the relative volatility of the Fund’s performance.

Despite our general bias toward diversification, we will only invest in a particular subsector of the tech market if we can find compelling companies to invest in. During 2003, we sharply reduced our software holdings, for example, as the industry’s long-term growth prospects declined substantially.

During the year, we made successful investments in the biotech and medical technology areas. The prices on these companies were unusually attractive in the spring of 2003, presenting a solid opportunity to buy. Many companies in these industries appreciated strongly over the year — and as each reached a price target that we believed represented full value for the stock, we reduced or entirely sold out of our positions.

Anticipating positive conditions

All indications are that 2004 should provide a climate for good global economic growth. Technology stocks have historically tended to do well in similar environments, giving further cause for optimism. We expect to see recovery in the deteriorating corporate information technology market, as well as continued growth in the personal computer, wireless telephony, and Internet/networking markets. While we expect to see a good year in 2004, we believe it would be unrealistic to expect another one as strong as 2003.

Thank you for your investment in the Strong Advisor Technology Fund.

James B. Burkart

Portfolio Manager

18

Fund Highlights

Your Fund’s Approach

The Fund invests in stocks of companies of any size that derive at least 50% of their revenues, expenses, or profits from producing, developing, selling, using, or distributing technology products or services. To select stocks for the Fund, the manager generally looks for several characteristics, including strong revenue growth, overall financial strength, competitive advantages, and effective management.

Average Annual Total Returns

As of 12-31-03

Class A1
1-year	65.11	%
3-year	-8.89	%
Since Fund Inception (11-30-00)	-10.86	%

Class A, excluding sales load
1-year	75.24	%
3-year	—
Since Fund Inception (11-30-00)	—

Class B1
1-year	70.54	%
3-year	-9.07	%
Since Fund Inception (11-30-00)	-10.78	%

Class C1
1-year	74.48	%
3-year	-7.57	%
Since Fund Inception (11-30-00)	-9.65	%

Equity funds are volatile investments and should only be considered for long-term goals.

Growth of an Assumed $10,000 Investment^†

From 11-30-00 to 12-31-03

Mention of specific securities in this report is not indicative of whether the Fund may make additional purchases of, sell all or a portion of, or continue to hold those securities.

^† 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 S&P 500 Index (“S&P 500”) and the Lipper Science and Technology 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. Current performance may be lower or higher than the quoted performance. Call us or visit www.Strong.com for the most current performance information. The graph and the Average Annual Total Returns table do not reflect the deduction of taxes, if any, that a shareholder would pay on Fund distributions or the redemption of Fund shares. This graph is based on Class A shares only and reflects the effect of the maximum sales charge of 5.75%; performance for other classes will vary due to differences in fee structures and sales charges.

The Fund’s prospectus and statement of additional information may describe restrictions on the percentage of a particular type or quality of security in which the Fund may invest (“Percentage Restrictions”). Percentage Restrictions apply at the time the Fund purchases a security. Circumstances subsequent to the purchase of the security, such as a change in: (1) the Fund’s assets (e.g., due to cash inflows and redemptions); (2) the market value of the security; or (3) the pricing, liquidity, or rating of the security, may cause the Fund to exceed or fall short of the Percentage Restriction. If this happens, the Fund’s continued holding of the security will not constitute a violation of the Percentage Restriction.

From time to time, the Fund’s advisor and/or administrator has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.

The Fund concentrates its assets in the technology market sector. As a result, the Fund’s shares are likely to fluctuate in value more than those of a fund investing in a broader range of securities.

¹ Load-adjusted performance reflects the effect of the maximum sales charge of 5.75% for Class A, the applicable contingent deferred sales charge of 5.00% in year 1 and eliminated after year 6 for Class B, and the applicable contingent deferred sales charge of 1.00% and eliminated after 12 months for Class C.

* The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market value weighted index (stock price times number of shares outstanding), with each stock’s weight in the Index proportionate to its market value. The Lipper Science and Technology Funds Index is the average of the 30 largest funds in the Lipper Science and Technology Funds Category. Source of the S&P index data is Standard & Poor’s Micropal. Source of the Lipper index data is Lipper Inc.

19

Strong Advisor U.S. Small/Mid Cap Growth Fund

For the year ended December 31, 2003, the Strong Advisor U.S. Small/Mid Cap Growth Fund Class A returned 47.63% (56.72% when excluding the initial sales charge), placing it ahead of its broad-based benchmark, the Russell Midcap Index, which returned 40.06% for the same period.

The economic climate improved as the year progressed, as did the Fund’s performance. We believed that the Federal Reserve would maintain its accommodative stance on interest rates, and we also anticipated that the fiscal stimulus measures — particularly tax cuts — pursued by President Bush in advance of the election year would provide further support for economic recovery.

Based on our economic outlook, we had decided to emphasize in the portfolio those companies and sectors that were positioned to benefit from a recovering economy. This move played a large part in the Fund’s strong relative and absolute performance.

There was also a change in market leadership; where value stocks had prevailed in less certain times, growth stocks came to the fore as the economic recovery took firm hold.

Prepared for recovery

The most notable event in the first half of 2003 was the war in Iraq. Uncertainty leading up to the war caused consumer and business confidence to plummet, making it very difficult to manage growth stock portfolios. In November 2002, however, we had repositioned the Fund in anticipation of improving business conditions and increasing consumer confidence, positioning that hurt performance in the year’s first quarter.

As the major portion of the war came to a quick resolution, however, confidence returned to the economy and the markets. Improvement began in the second quarter, and in the third and fourth quarters the signs of economic recovery become much clearer. The resumption of economic growth coupled with low interest rates and inflation provided a very positive backdrop for small- and mid-cap growth stocks. We expect these positive conditions to continue in 2004.

Favored sectors for the Fund

We added to our holdings in those groups that have traditionally done well coming out of slow economic periods. These include trucking companies, freight forwarders, retailers, restaurants, and technology companies. For different reasons, we also began to add to our position in the energy sector. After three years of almost no drilling among these companies, we began to see an upturn in such activity. This suggested that a new natural-gas production cycle was beginning, which would be a positive development given the very constrained supply situation that existed.

To accommodate these additions to the portfolio, we reduced our holdings among some of the more defensive stocks in our portfolio. While these companies retain appealing characteristics, they historically have underperformed faster-growing sectors during an economic recovery.

Our outlook is positive

The shift in market leadership from value to growth stocks helped drive our performance in 2003. Typically, such cycles of outperformance for an investment style have lasted from three to five years. While we will carefully monitor the market and economic climate for changing conditions, we find this historical pattern to be encouraging as we look to the months and years ahead.

We anticipate that the positive environment for small- and mid-cap growth stocks should persist for some time to come. Based on our research, we believe that corporate profits may exceed expectations in 2004. Continued low interest rates and inflation, along with the still significant amounts of investable cash that remains on the sidelines, could help fuel the next move upward in the broader market in general, and smaller-cap growth stocks specifically.

Thank you for your investment in the Strong Advisor U.S. Small/Mid Cap Growth Fund.

Thomas L. Press

Portfolio Manager

20

Fund Highlights

Your Fund’s Approach

The Fund invests in stocks of small- and medium-capitalization U.S. companies that the Fund’s manager believes have favorable prospects for growth of earnings and capital appreciation. To identify these companies, the manager looks for several characteristics, including strong revenue growth, high return on invested capital, overall financial strength, competitive advantages, reasonable current stock price, experienced management, and competence in research, development, and marketing.

Average Annual Total Returns

As of 12-31-03

Class A1
1-year	47.63	%
Since Fund Inception (3-28-02)	3.07	%
Class A, excluding sales load
1-year	56.72	%
Since Fund Inception (3-28-02)	—
Class B1
1-year	51.58	%
Since Fund Inception (3-28-02)	4.36	%
Class C1
1-year	55.72	%
Since Fund Inception (3-28-02)	6.59	%

Equity funds are volatile investments and should only be considered for long-term goals.

Growth of an Assumed $10,000 Investment^†

From 3-28-02 to 12-31-03

Mention of specific securities in this report is not indicative of whether the Fund may make additional purchases of, sell all or a portion of, or continue to hold those securities.

^† 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 Midcap^® Index and the Lipper Small-Cap 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 of the Fund vary, and you may have a gain or loss when you sell shares. Current performance may be lower or higher than the quoted performance. Call us or visit www.Strong.com for the most current performance information. The graph and the Total Returns table do not reflect the deduction of taxes, if any, that a shareholder would pay on Fund distributions or the redemption of Fund shares. This graph is based on Class A shares only and reflects the effect of the maximum sales charge of 5.75%; performance for other classes will vary due to differences in fee structures and sales charges.

The Fund’s prospectus and statement of additional information may describe restrictions on the percentage of a particular type or quality of security in which the Fund may invest (“Percentage Restrictions”). Percentage Restrictions apply at the time the Fund purchases a security. Circumstances subsequent to the purchase of the security, such as a change in: (1) the Fund’s assets (e.g., due to cash inflows and redemptions); (2) the market value of the security; or (3) the pricing, liquidity, or rating of the security, may cause the Fund to exceed or fall short of the Percentage Restriction. If this happens, the Fund’s continued holding of the security will not constitute a violation of the Percentage Restriction.

From time to time, the Fund’s advisor and/or administrator has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.

¹ Load-adjusted performance reflects the effect of the maximum sales charge of 5.75% for Class A, the applicable contingent sales charge of 5.00% in year 1 and eliminated after year 6 for Class B, and the applicable contingent deferred sales charge of 1.00% and eliminated after 12 months for Class C.

Because smaller companies often have narrower markets and limited financial resources, investments in these stocks present more risk than investments in those of larger, more established companies.

* The Russell Midcap^® Index measures the performance of the 800 smallest companies in the Russell 1000 Index, which represent approximately 26% of the total market capitalization of the Russell 1000 Index. The Lipper Small-Cap Growth Funds Index is the average of the 30 largest funds in the Lipper Small-Cap Growth Funds Category. Source of the Russell index data is Standard & Poor’s Micropal. Source of the Lipper index data is Lipper Inc.

21

Strong Advisor Utilities And Energy Fund

The Strong Advisor Utilities and Energy Fund Class A returned 12.74% for the year (19.61% when excluding the initial sales charge). This lagged the Fund’s broad-based benchmark, the S&P 500 Index, which returned 28.67% for the same period.

For most of the year, the largest gains in the utility group tended to come from companies whose share price had been previously battered down because of liquidity crisis fears, and subsequently presented turnaround situations. Not surprisingly, the outlook for many of these companies was uncertain. As a result, we chose not to participate in some of the more risky companies, and this was the main reason for the underperformance relative to the S&P 500 Index.

We stayed the course with our investment process, and in the year’s fourth quarter, our holdings in stocks of financially strong, dividend-paying utility companies finally received recognition from investors. The Fund’s return in that quarter alone was 12.1%, reflecting good gains in the utility and telephone sectors of the market, as well as significant strength from the energy sector.

How we approach sector allocation

This Fund invests only in stocks of utility companies (including telephone service providers) and energy companies. In deciding how to allocate the Fund’s assets among the different sectors eligible for consideration for the portfolio, we do consider the future prospects for each sector, relative to the others. In other words, we may choose to overweight (relative to our benchmark level) stocks from a specific industry because we believe the sector as a whole is poised for improvement. On the other hand, we may elect to de-emphasize stocks from an area that we believe is due for significant difficulty ahead, whether because of a change in the regulatory environment or a macroeconomic trend.

For the most part, however, our sector allocations are the result of our individual stock selections. This is what drove the portfolio’s current overweighting relative to the index in energy stocks, as we believe the prevailing conditions for these companies position them for strong performance going forward. At year-end, energy stocks represented 32.3% of assets. Ashland Inc. was the strongest of our holdings in the energy sector for the year and was the second-largest contributor to the Fund’s overall performance.

Our individual stock picks have also led us to an underweighted position in telephone stocks, relative to our benchmark level, as the competitive landscape for these companies may present significant challenges. Telephones accounted for just under 7% of assets at the end of the period. Overall, these companies had a small negative impact on performance.

A closer look at electric and gas stocks

Our approach in the electric and gas sectors is to focus on identifying financially strong companies that appear ready to benefit from favorable conditions in the regulatory environment that utilities and energy companies must operate in, that appear to have high-quality assets, and that we believe have strong, competent managers to help the company take advantage of opportunities as they may arise. We believe each of these factors, or a combination of them, can help a company pursue above-average returns.

Another factor we consider carefully is a company’s ability to provide a rising stream of dividends to its shareholders. This factor is important not only for electric and gas stocks, but also for companies in the energy and telephone sectors.

At the end of the year, electric utilities represented 33.1% of the portfolio, while gas utilities were just less than 20% of assets. Constellation Energy experienced the best performance among our holdings in the electric sector, and was the single largest contributor to the entire portfolio’s performance.

The outlook for 2004

In the coming year, we expect to see more investors interested in dividend-paying companies. Because they are strongly represented in the portfolio, the Fund would be well positioned to benefit from such a trend, just as it did in the fourth quarter.

There may be some potential for inflation and rising interest rates in the year ahead, given the very low levels that currently prevail for both. We believe the Fund’s energy component can help to provide useful balance to the portfolio should either condition develop.

Thank you for your continued investment in the Strong Advisor Utilities and Energy Fund.

William A. Ferer Portfolio Co-Manager	Mark D. Luftig Portfolio Co-Manager
William H. Reaves Portfolio Co-Manager	Ronald J. Sorenson Portfolio Co-Manager

22

Fund Highlights

Your Fund’s Approach

The Fund invests in the stocks of U.S. public utility companies and energy companies that pay current dividends and whose earnings are expected to improve. These include companies of any size that provide products and services related to electric power, communications, gas, and water, as well as companies involved in the discovery, development, production, generation, transmission, refinement, measurement, trading, marketing, or distribution of energy.

Average Annual Total Returns¹

As of 12-31-03

Class A2
1-year	12.74	%
Since Fund Inception (7-31-02)	1.65	%
Class A, excluding sales load
1-year	19.61	%
Since Fund Inception (7-31-02)	—
Class B2
1-year	13.97	%
Since Fund Inception (7-31-02)	2.66	%
Class C2
1-year	17.97	%
Since Fund Inception (7-31-02)	5.39	%

Equity funds are volatile investments and should only be considered for long-term goals.

Growth of an Assumed $10,000 Investment^†

From 7-31-02 to 12-31-03

Mention of specific securities in this report is not indicative of whether the Fund may make additional purchases of, sell all or a portion of, or continue to hold those securities.

^† 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 S&P 500 Index (“S&P 500”) and the Lipper Utility 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. Current performance may be lower or higher than the quoted performance. Call us or visit www.Strong.com for the most current performance information. The graph and the Average Annual Total Returns table do not reflect the deduction of taxes, if any, that a shareholder would pay on Fund distributions or the redemption of Fund shares. This graph is based on Class A shares only and reflects the effect of the maximum sales charge of 5.75%; performance for other classes will vary due to differences in fee structures and sales charges.

The Fund’s prospectus and statement of additional information may describe restrictions on the percentage of a particular type or quality of security in which the Fund may invest (“Percentage Restrictions”). Percentage Restrictions apply at the time the Fund purchases a security. Circumstances subsequent to the purchase of the security, such as a change in: (1) the Fund’s assets (e.g., due to cash inflows and redemptions); (2) the market value of the security; or (3) the pricing, liquidity, or rating of the security, may cause the Fund to exceed or fall short of the Percentage Restriction. If this happens, the Fund’s continued holding of the security will not constitute a violation of the Percentage Restriction.

From time to time, the Fund’s advisor and/or administrator has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.

The Fund concentrates its assets in the utilities and energy sectors. As a result, the Fund’s shares are likely to fluctuate in value more than those of a Fund investing in a broader range of securities.

A Fund’s performance, especially for very short time periods, should not be the sole factor in making your investment decision.

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

² Load-adjusted performance reflects the effect of the maximum sales charge of 5.75% for Class A, the applicable contingent deferred sales charge of 5.00% in year 1 and eliminated after year 6 for Class B, and the applicable contingent deferred sales charge of 1.00% and eliminated after 12 months for Class C.

* The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market value weighted index (stock price times number of shares outstanding), with each stock’s weight in the Index proportionate to its market value. The Lipper Utility Funds Index is the average of the 30 largest funds in the Lipper Utility Funds Category. Source of the S&P 500 index data is Standard & Poor’s Micropal. Source of the Lipper index data is Lipper Inc.

23

Strong Advisor Large Company Core Fund

After three tough years for equity investors, 2003 ended up to be a great year. The Strong Advisor Large Company Core Fund Class A posted a return of 14.68% (22.93% when excluding the initial sales charge). Although that was a strong positive return, it was behind the Fund’s broad-based benchmark, the S&P 500 Index, which rose by 28.67%.

Lower quality prevailed

In 2003, the market rode the dual currents of emotions and liquidity. For their part, emotions began the year at a fairly low level. Over time, the war in Iraq, an improving economy, and the capture of Saddam Hussein led to an ever-growing level of confidence. Liquidity, on the other hand, stayed at very high levels during the entire year. Record-low interest rates, massive fiscal stimulus to the economy in the form of tax cuts, and the decline of the dollar relative to major foreign currencies have all given overextended consumers and corporations alike a chance to repair badly damaged balance sheets.

As is often the case in an environment of easy money, those companies in the greatest financial distress were the biggest beneficiaries of these trends, while those with the strongest balance sheets had the least to gain. According to Merrill Lynch research, S&P 500 companies rated A or better by Standard & Poor’s were up 27.4% for the year, while those companies rated C or D returned a dramatic 80.9%. This is easily one of the best one-year performances for junk-rated companies in history.

While lower-rated companies outperformed in 2003, over the longer term, we believe that the strongest returns will accrue to those companies that have the strongest finances, business models, and management teams. We therefore use an investment approach designed to identify such companies for the Fund.

Portfolio emphasizes higher quality

Our investment process starts with fundamentals — we analyze a company’s management, business model, and its stock price relative to its earnings. Then, we look at technicals — the trend in a stock’s price and in the company’s earnings. Last, but not least, we look at expectations — the current market sentiment toward the stock, indicating how much of the stock’s fundamentals and technicals are already factored into the share price.

The ideal candidate for addition to our portfolio would have strong fundamentals, strong technicals, and low expectations. We do not always make perfect decisions, but our disciplined process is designed to help us outperform our benchmark over time, while keeping risk levels modest. We believe that over long periods of time, the large-cap equity markets are very efficient. An efficient market is similar to games like tennis or golf, in that the goal is to make few mistakes and exploit those rare opportunities when the odds are in your favor.

Because our stock-selection process is designed to select higher-quality companies, we were significantly underweighted in low-quality companies relative to their representation in the index over the past year. This posture largely accounted for the Fund’s underperformance. Somewhat alarmingly (in our view), the market in 2003 appeared very similar to that in 1999 — another year that saw the returns of lower-quality, higher-risk stocks trounce those of higher-quality companies. This kind of short-run aberration poses a clear challenge to managers who remain committed to a higher-quality approach, as we do, but who attempt to outperform on an annual basis.

After a tough relative performance year like 2003, we have analyzed our process — and have found very little to change. We expect to continue to keep the Fund fully invested in stocks that are appealing on the basis of fundamentals, technicals, and expectations. To help manage risk, we expect to keep our allocations to market sectors and industries in line with those of our benchmark.

Keeping an eye on the consensus

Time and again, the market has shown a great ability to prove the consensus wrong, and nobody actually knows what the future holds. We therefore believe it’s prudent to remain flexible and be prepared to move against the consensus when it appears warranted.

Thank you for your investment in the Strong Advisor Large Company Core Fund.

Christopher H. Wiles

Portfolio Co-Manager

Lawrence E. Eakin, Jr.

Portfolio Co-Manager

* The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market value weighted index (stock price times number of shares outstanding), with each stock’s weight in the Index proportionate to its market value. The Lipper Large-Cap Core Funds Index is the average of the 30 largest funds in the Lipper Large-Cap Core Funds Category. Source of the S&P 500 index data is Standard & Poor’s Micropal. Source of the Lipper index data is Lipper Inc.

24

Fund Highlights

Your Fund’s Approach

The Fund invests in securities of approximately 50 large-capitalization companies, which offer the potential for capital growth or which are believed to be undervalued relative to the market based on earnings, cash flow, or asset value, consisting primarily of income-producing equity securities. To select investments, the managers emphasize capital appreciation and current yield and may invest in convertible securities of any quality to generate higher income.

Average Annual Total Returns

As of 12-31-03

Class A1,2,3
1-year	14.68	%
3-year	-3.98	%
5-year	1.72	%
Since Fund Inception (11-3-97)	3.75	%
Class A, excluding sales load
1-year	22.93	%
3-year	—
5-year	—
Since Fund Inception (11-3-97)	—
Class B1,2
1-year	16.74	%
3-year	-4.38	%
5-year	1.60	%
Since Fund Inception (11-3-97)	3.76	%
Class C1,2
1-year	20.73	%
3-year	-2.94	%
5-year	1.97	%
Since Fund Inception (11-3-97)	3.76	%
Class K2
1-year	23.66	%
3-year	-1.76	%
5-year	3.12	%
Since Fund Inception (11-3-97)	4.91	%

Equity funds are volatile investments and should only be considered for long-term goals.

Growth of an Assumed $10,000 Investment^†

From 11-3-97 to 12-31-03

Mention of specific securities in this report is not indicative of whether the Fund may make additional purchases of, sell all or a portion of, or continue to hold those securities.

^† 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 S&P 500 Index (“S&P 500”) and the Lipper Large-Cap Core 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. Current performance may be lower or higher than the quoted performance. Call us or visit www.Strong.com for the most current performance information. The graph and the Average Annual Total Returns table do not reflect the deduction of taxes, if any, that a shareholder would pay on Fund distributions or the redemption of Fund shares. This graph is based on Class A shares only and reflects the effect of the maximum sales charge of 5.75%; performance for other classes will vary due to differences in fee structures and sales charges.

The Fund’s prospectus and statement of additional information may describe restrictions on the percentage of a particular type or quality of security in which the Fund may invest (“Percentage Restrictions”). Percentage Restrictions apply at the time the Fund purchases a security. Circumstances subsequent to the purchase of the security, such as a change in: (1) the Fund’s assets (e.g., due to cash inflows and redemptions); (2) the market value of the security; or (3) the pricing, liquidity, or rating of the security, may cause the Fund to exceed or fall short of the Percentage Restriction. If this happens, the Fund’s continued holding of the security will not constitute a violation of the Percentage Restriction.

From time to time, the Fund’s advisor and/or administrator has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.

¹ Load-adjusted performance reflects the effect of the maximum sales charge of 5.75% for Class A, the applicable contingent sales charge of 5.00% in year 1 and eliminated after year 6 for Class B, and the applicable contingent deferred sales charge of 1.00% and eliminated after 12 months for Class C.

² Average annual total returns for Class A shares include the effect of the maximum sales charge of 5.75%, which was first charged on 9-17-99 and are based on the performance of the Rockhaven Fund’s Class A shares (the predecessor Fund) prior to 9-16-02. Average annual total returns for Class B shares include the effect of the applicable contingent deferred sales charge, which is 5.00% in year 1 and is eliminated after year 6, and are based on the performance of the Rockhaven Fund’s Class A shares from inception through 9-15-02, restated to reflect the contingent deferred sales charge and the different expenses of the Class B shares, as applicable, and the historical performance of the Strong Advisor Large Company Core Fund’s Class A shares from 9-16-02 to 9-30-02. Average annual total returns for Class C shares include the effect of the applicable contingent deferred sales charge, which is 1.00%, and is eliminated after 12 months and are based on the performance of the Rockhaven Fund’s Class A shares from inception through 9-15-02, restated to reflect the contingent deferred sales charge and the different expenses of the Class C shares, as applicable, and the historical performance of the Strong Advisor Large Company Core Fund’s Class A shares from 9-16-02 to 9-30-02. The performance of the Class K shares is based on the performance of the Rockhaven Fund’s Class A shares from inception through 9-15-02, and the historical performance of the Strong Advisor Large Company Core Fund’s Class A shares from 9-16-02 to 9-30-02, and does not reflect the Fund’s maximum sales charge of 5.75%, which was charged from 9-17-99 through 9-30-02. Please consult a prospectus for information about all share classes.

³ Average annual total return for Class A shares includes a 1.00% redemption fee (as a percentage of redemption proceeds) imposed on redemptions made within 12 months of purchase.

25

SCHEDULES OF INVESTMENTS IN SECURITIES December 31, 2003

STRONG ADVISOR COMMON STOCK FUND

	Shares or Principal Amount	Value (Note 2)
Common Stocks 93.5%
Auto Manufacturers 0.8%
Honda Motor Company, Ltd. (JPY) (h)	295,000	$	13,229,352
Auto/Truck - Original Equipment 1.2%
Lear Corporation	310,000		19,012,300
Banks - Southeast 0.7%
National Commerce Financial Corporation	400,000		10,912,000
Banks - Super Regional 1.8%
Fifth Third Bancorp	290,000		17,139,000
Marshall & Ilsley Corporation	300,000		11,475,000
			28,614,000
Banks - West/Southwest 1.5%
City National Corporation	390,000		24,226,800
Building - Heavy Construction 1.2%
Jacobs Engineering Group, Inc. (b)	380,000		18,243,800
Chemicals - Specialty 1.5%
Lonza Group AG (CHF) (h)	425,000		24,366,987
Commercial Services - Leasing 1.5%
Ryder Systems, Inc.	715,000		24,417,250
Computer - Integrated Systems 1.3%
Symbol Technologies, Inc.	1,245,000		21,028,050
Computer - IT Services 2.8%
BearingPoint, Inc. (b)	2,200,000		22,198,000
Unisys Corporation (b)	1,500,000		22,275,000
			44,473,000
Computer - Software Design 1.7%
Mentor Graphics Corporation (b)	1,870,000		27,189,800
Computer Software - Desktop 1.5%
Red Hat, Inc. (b)	1,300,000		24,401,000
Containers 1.7%
Pactiv Corporation (b)	1,140,000		27,246,000
Cosmetics - Personal Care 1.6%
International Flavors & Fragrances	725,000		25,317,000
Diversified Operations 3.1%
Carlisle Companies, Inc.	420,000		25,561,200
SPX Corporation (b)	410,000		24,112,100
			49,673,300
Electronics - Miscellaneous Components 1.4%
Rockwell Automation, Inc.	640,000		22,784,000
Electronics - Semiconductor Manufacturing 1.7%
Fairchild Semiconductor Corporation Class A (b)	1,050,000		26,218,500
Finance - Equity REIT 0.8%
Apartment Investment & Management Company Class A	369,600		12,751,200
Finance - Publicly Traded Investment Funds - Equity (Non 40 Act) 1.6%
Biotech Holders Trust	185,000		25,032,350
Financial Services - Miscellaneous 1.2%
The Bisys Group, Inc. (b)	1,300,000	$	19,344,000
Household - Appliances 1.5%
Maytag Corporation	850,000		23,672,500
Insurance - Brokers 1.4%
Arthur J. Gallagher & Company	670,000		21,768,300
Insurance - Property/Casualty/Title 3.0%
MBIA, Inc.	355,000		21,026,650
RenaissanceRe Holdings, Ltd.	50,000		2,452,500
Travelers Property and Casualty Corporation Class A	1,445,000		24,247,100
			47,726,250
Internet - E*Commerce 1.0%
InterActiveCorp (b)	485,000		16,456,050
Internet - Software 1.3%
DoubleClick, Inc. (b)	1,955,000		19,980,100
Leisure - Toys/Games/Hobby 1.4%
Mattel, Inc.	1,160,000		22,353,200
Machinery - General Industrial 1.2%
Roper Industries, Inc.	375,000		18,472,500
Media - Cable TV 4.6%
Cablevision Systems New York Group Class A (b)	1,255,000		29,354,450
Cox Communications, Inc. Class A (b)	720,000		24,804,000
Hughes Electronics Corporation (b)	1,173,083		19,414,524
			73,572,974
Media - Newspapers 1.1%
Dow Jones & Company, Inc.	340,000		16,949,000
Media - Radio/TV 1.6%
Liberty Media Corporation Class A (b)	2,105,000		25,028,450
Medical - Biomedical/Biotechnology 3.3%
Celgene Corporation (b)	670,000		30,163,400
Medimmune, Inc. (b)	890,000		22,606,000
			52,769,400
Medical - Ethical Drugs 1.2%
Biovail Corporation International (b)	895,000		19,233,550
Medical - Genetics 1.4%
Affymetrix, Inc. (b)	868,000		21,361,480
Medical - Hospitals 1.1%
Universal Health Services, Inc. Class B	325,000		17,459,000
Medical/Dental - Services 1.6%
Omnicare, Inc.	645,000		26,051,550
Medical/Dental - Supplies 2.7%
Bausch & Lomb, Inc.	365,000		18,943,500
Hillenbrand Industries, Inc.	385,000		23,893,100
			42,836,600
Metal Ores - Miscellaneous 1.8%
Alcoa, Inc.	760,000		28,880,000
Oil & Gas - Drilling 3.1%
Nabors Industries, Ltd. (b)	530,000		21,995,000
Noble Corporation (b)	760,000		27,192,800
			49,187,800

26

STRONG ADVISOR COMMON STOCK FUND (continued)

	Shares or Principal Amount		Value (Note 2)
Oil & Gas - Machinery/Equipment 1.7%
Smith International, Inc. (b)		665,000	$	27,610,800
Oil & Gas - Refining/Marketing 1.5%
Valero Energy Corporation		500,000		23,170,000
Oil & Gas - United States Exploration & Production 4.8%
Apache Corporation		375,000		30,412,500
Burlington Resources, Inc.		440,000		24,367,200
EOG Resources, Inc.		475,000		21,930,750
				76,710,450
Pollution Control - Services 1.4 %
Republic Services, Inc.		870,000		22,298,100
Retail - Clothing/Shoes 1.3%
American Eagle Outfitters, Inc. (b)		1,235,000		20,254,000
Retail - Department Stores 2.3 %
J.C. Penney Company, Inc. (Holding Company)		490,000		12,877,200
Saks, Inc. (b)		1,600,000		24,064,000
				36,941,200
Retail - Home Furnishings 1.3 %
Williams-Sonoma, Inc. (b)		580,000		20,166,600
Retail - Leisure Products 2.4%
Barnes & Noble, Inc. (b)		760,000		24,966,000
Toys ‘R’ Us, Inc. (b)		1,000,000		12,640,000
				37,606,000
Retail - Restaurants 1.4%
Outback Steakhouse, Inc.		500,000		22,105,000
Retail - Super/Mini Markets 1.5 %
The Kroger Company (b)		1,280,000		23,692,800
Retail/Wholesale - Computer/Cellular 1.3%
Tech Data Corporation (b)		530,000		21,035,700
Retail/Wholesale - Office Supplies 1.5%
Office Depot, Inc. (b)		1,420,000		23,728,200
Telecommunications - Wireless Equipment 0.6%
UTStarcom, Inc. (b)		265,000		9,823,550
Telecommunications - Wireless Services 1.4%
Sprint Corporation - PCS Group (b)		4,070,000		22,873,400
Textile - Clothing Manufacturers 1.4%
V.F. Corporation		500,000		21,620,000
Transportation - Airline 1.2%
Continental Airlines, Inc. Class B (b)		1,175,000		19,117,250
Utility - Electric Power 1.6%
Reliant Resources, Inc. (b)		3,500,000		25,760,000
Total Common Stocks (Cost $ 1,042,605,380 )				1,486,752,443
Preferred Stocks 0.2%
Media - Cable TV 0.2%
News Corporation, Ltd. Sponsored ADR		131,205		3,968,951
Total Preferred Stocks (Cost $ 3,819,157 )				3,968,951
Short-Term Investments (a) 8.6%
Collateral Received for Securities Lending (f) 3.0%
Navigator Prime Portfolio		48,053,386	$	48,053,386
Repurchase Agreements 5.6%
ABN AMRO Inc. (Dated 12/31/03), 0.95%, Due 1/02/04 (Repurchase proceeds $87,104,597); Collateralized by: United States Government & Agency Issues (c)	$	87,100,000		87,100,000
State Street Bank (Dated 12/31/03),0.75%, Due 1/02/04 (Repurchase proceeds $1,532,464); Collateralized by: United States Government & Agency Issues (c)		1,532,400		1,532,400
				88,632,400
Total Short-Term Investments (Cost $136,685,786)				136,685,786
Total Investments in Securities (Cost $1,183,110,323) 102.3%				1,627,407,180
Other Assets and Liabilities, Net (2.3%)				(36,429,558	)
Net Assets 100.0%			$	1,590,977,622

WRITTEN OPTIONS ACTIVITY

	Contracts		Premiums
Options outstanding at beginning of period (year)	383		$	2,856,526
Options written during the period (year)	398			2,636,106
Options closed	(766	)		(5,383,177	)
Options expired	(15	)		(109,455	)
Options exercised	—			—
Options outstanding at end of period (year)	—		$	—

STRONG ADVISOR MID CAP GROWTH FUND

	Shares or Principal Amount	Value (Note 2)
Common Stocks 97.0%
Auto/Truck - Original Equipment 2.0%
Cummins, Inc.	12,000	$	587,280
Gentex Corporation	19,000		839,040
			1,426,320
Banks - Midwest 0.7%
TCF Financial Corporation	10,000		513,500
Banks - West/Southwest 0.5%
Zions Bancorporation	6,000		367,980
Beverages - Soft Drinks 1.5%
Cott Corporation (b)	37,000		1,036,370
Building - Heavy Construction 0.5%
Chicago Bridge & Iron Company NV	12,000		346,800
Building - Resident/Commercial 6.2%
Centex Corporation	16,700		1,797,755
Lennar Corporation Class A	12,000		1,152,000
NVR, Inc. (b)	1,500		699,000
Ryland Group, Inc.	9,000		797,760
			4,446,515
Chemicals - Specialty 0.6%
Airgas, Inc.	20,000		429,600

27

SCHEDULES OF INVESTMENTS IN SECURITIES (continued) December 31, 2003

STRONG ADVISOR MID CAP GROWTH FUND (continued)

	Shares or Principal Amount	Value (Note 2)
Commercial Services - Schools 2.2%
Career Education Corporation (b)	21,000	$	841,470
Corinthian Colleges, Inc. (b)	13,000		722,280
			1,563,750
Computer - Data Storage 0.5%
Network Appliance, Inc. (b)	17,000		349,010
Computer - IT Services 1.1%
Amdocs, Ltd. (b)	17,000		382,160
Anteon International Corporation (b)	11,000		396,550
			778,710
Computer - Local Networks 5.2%
Avocent Corporation (b)	24,000		876,480
Foundry Networks, Inc. (b)	14,000		383,040
Polycom, Inc. (b)	72,300		1,411,296
QLogic Corporation (b)	20,000		1,032,000
			3,702,816
Computer - Peripheral Equipment 1.4%
Zebra Technologies Corporation (b)	15,500		1,028,735
Computer Software - Education/Entertainment 0.3%
Electronic Arts, Inc. (b)	5,000		238,900
Computer Software - Enterprise 2.1%
Mercury Interactive Corporation (b)	16,100		783,104
VERITAS Software Corporation (b)	18,800		698,608
			1,481,712
Computer Software - Security 0.7%
Netscreen Technologies, Inc. (b)	21,000		519,750
Electronics - Miscellaneous Components 1.2%
Vishay Intertechnology, Inc. (b)	36,000		824,400
Electronics - Scientific Measuring 1.4%
PerkinElmer, Inc.	58,600		1,000,302
Electronics - Semiconductor Manufacturing 11.1%
ASML Holding NV (b)	53,000		1,062,650
ATI Technologies, Inc. (b)	29,000		438,480
Broadcom Corporation Class A (b)	18,000		613,620
FormFactor, Inc. (b)	7,500		148,500
KLA-Tencor Corporation (b)	17,300		1,014,991
MEMC Electronic Materials, Inc. (b)	60,000		577,200
Marvell Technology Group, Ltd. (b)	16,000		606,880
Microchip Technology, Inc.	25,000		834,000
Novellus Systems, Inc. (b)	13,800		580,290
SanDisk Corporation (b)	27,800		1,699,692
Silicon Laboratories, Inc. (b)	8,000		345,760
			7,922,063
Energy - Other 0.8%
Arch Coal, Inc.	18,400		573,528
Finance - Consumer/Commercial Loans 2.3%
Americredit Corporation (b)	102,000		1,624,860
Finance - Investment Brokers 2.0%
Legg Mason, Inc.	18,000		1,389,240
Finance - Investment Management 1.1%
T. Rowe Price Group, Inc.	17,000		805,970
Finance - Mortgage & Related Services 2.9%
Doral Financial Corporation	51,000	$	1,646,280
New Century Financial Corporation	11,000		436,370
			2,082,650
Finance - Savings & Loan 1.4%
Westcorp	28,000		1,023,400
Financial Services - Miscellaneous 0.1%
First Marblehead Corporation (b)	1,600		35,008
Household - Consumer Electronics 2.8%
Harman International Industries, Inc.	27,200		2,012,256
Internet - Content 1.1%
Ask Jeeves, Inc. (b)	21,000		380,520
Yahoo! Inc. (b)	8,700		392,979
			773,499
Internet - E*Commerce 2.1%
Amazon.com, Inc. (b)	8,400		442,176
University of Phoenix Online (b)	15,700		1,082,201
			1,524,377
Internet - Internet Service Provider 1.0%
j2 Global Communications, Inc.	29,000		718,330
Leisure - Gaming/Equipment 2.8%
International Game Technology	55,000		1,963,500
Machinery - General Industrial 0.5%
IDEX Corporation	9,000		374,310
Medical - Biomedical/Biotechnology 3.0%
Celgene Corporation (b)	14,000		630,280
Chiron Corporation (b)	13,000		740,870
Gilead Sciences, Inc. (b)	7,200		418,608
Invitrogen Corporation (b)	5,000		350,000
			2,139,758
Medical - Ethical Drugs 0.9%
Kos Pharmaceuticals, Inc. (b)	14,000		602,560
Medical - Generic Drugs 5.4%
Barr Laboratories, Inc. (b)	8,000		615,600
Mylan Laboratories, Inc.	14,000		353,640
Pharmaceutical Resources, Inc. (b)	19,000		1,237,850
Taro Pharmaceutical Industries, Ltd. (b)	21,500		1,386,750
Teva Pharmaceutical Industries, Ltd. ADR	5,000		283,550
			3,877,390
Medical - Products 1.9%
Boston Scientific Corporation (b)	13,400		492,584
Cyberonics, Inc. (b)	26,000		832,260
			1,324,844
Medical - Systems/Equipment 0.8%
VISX, Inc. (b)	23,400		541,710
Medical/Dental - Services 3.0%
Caremark Rx, Inc. (b)	16,000		405,280
Inveresk Research Group, Inc. (b)	41,500		1,026,295
Omnicare, Inc.	18,000		727,020
			2,158,595
Oil & Gas - Drilling 1.2%
Precision Drilling Corporation (b)	20,300		886,704
Oil & Gas - Machinery/Equipment 1.4%
Smith International, Inc. (b)	24,100		1,000,632

28

STRONG ADVISOR MID CAP GROWTH FUND (continued)

	Shares or Principal Amount		Value (Note 2)
Oil & Gas - United States Exploration & Production 3.3%
Evergreen Resources, Inc. (b)		16,000	$	520,160
Ultra Petroleum Corporation (b)		42,000		1,034,040
XTO Energy, Inc.		27,766		785,778
				2,339,978
Retail - Clothing/Shoes 2.8%
Chicos FAS, Inc. (b)		23,000		849,850
Coach, Inc. (b)		31,000		1,170,250
				2,020,100
Retail - Restaurants 5.4%
P.F.Chang’s China Bistro, Inc. (b)		16,100		819,168
Panera Bread Company Class A (b)		16,000		632,480
Ruby Tuesday, Inc.		26,000		740,740
Starbucks Corporation (b)		50,000		1,653,000
				3,845,388
Retail/Wholesale - Office Supplies 1.1%
Staples, Inc. (b)		29,000		791,700
Telecommunications - Equipment 1.0%
Adtran, Inc.		23,000		713,000
Telecommunications - Fiber Optics 0.5%
Corning, Inc. (b)		34,000		354,620
Telecommunications - Wireless Equipment 2.6%
Research in Motion, Ltd. (b)		6,000		400,980
UTStarcom, Inc. (b)		39,000		1,445,730
				1,846,710
Telecommunications - Wireless Services 1.3%
Nextel Communications, Inc. Class A (b)		32,000		897,920
Trucks & Parts - Heavy Duty 1.3%
Navistar International Corporation (b)		20,000		957,800
Total Common Stocks (Cost $52,687,249)				69,177,570
Short-Term Investments (a) 7.8%
Collateral Received For Securities Lending (f) 3.5%
Navigator Prime Portfolio		2,462,934		2,462,934
Repurchase Agreements 4.3%
ABN AMRO Inc. (Dated 12/31/03), 0.95%, Due 1/02/04 (Repurchase proceeds $800,042); Collateralized by: United States Government & Agency Issues (c)	$	800,000		800,000
State Street Bank (Dated 12/31/03), 0.75%, Due 1/02/04 (Repurchase proceeds of $2,281,795); Collateralized by: United States Government & Agency Issues (c)		2,281,700		2,281,700
				3,081,700
Total Short-Term Investments (Cost $5,544,634)				5,544,634
Total Investments in Securities (Cost $58,231,883) 104.8%				74,722,204
Other Assets and Liabilities, Net (4.8%)				(3,405,658	)
Net Assets 100.0%			$	71,316,546

WRITTEN OPTIONS ACTIVITY

	Contracts		Premiums
Options outstanding at beginning of period	—		$	—
Options written during the period	526			222,102
Options closed	(526	)		(222,102	)
Options expired	—			—
Options exercised	—			—
Options outstanding at end of period	—		$	—

STRONG ADVISOR SMALL CAP VALUE FUND

	Shares or Principal Amount	Value (Note 2)
Common Stocks 95.7%
Aerospace - Defense Equipment 0.2%
Evans & Sutherland Computer Corporation (b) (d)	700,200	$	3,150,900
Apparel - Clothing Manufacturer 0.1%
Guess, Inc. (b)	209,900		2,533,493
Apparel - Shoes & Related Manufacturing 0.5%
Wolverine World Wide, Inc.	494,300		10,073,834
Auto/Truck - Original Equipment 1.2%
Dura Automotive Systems, Inc. (b) (d)	1,120,900		14,313,893
Tower Automotive, Inc. (b)	1,729,100		11,809,753
			26,123,646
Auto/Truck – Replacement Parts 0.1%
LKQ Corporation (b)	93,100		1,671,145
Banks - Southeast 1.1%
The Colonial BancGroup, Inc.	474,600		8,220,072
Hibernia Corporation Class A	666,260		15,663,773
			23,883,845
Beverages - Alcoholic 0.6%
Adolph Coors Company Class B (e)	242,520		13,605,372
Building - Air Conditioning & Heating Products 0.3%
York International Corporation (e)	180,100		6,627,680
Building - Cement/Concrete/Aggregate 0.4%
U.S.Concrete, Inc. (b)	1,282,900		8,274,705
Building - Construction Products/Miscellaneous 0.6%
Royal Group Technologies, Ltd. (b)	1,372,900		13,015,092
Building - Heavy Construction 2.5%
Chicago Bridge & Iron Company NV (d)	1,868,900		54,011,210
Building - Maintenance & Services 0.4%
ABM Industries, Inc.	518,110		9,020,295
Building - Paint & Allied Products 0.5%
H.B.Fuller Company (e)	321,100		9,549,514

29

SCHEDULES OF INVESTMENTS IN SECURITIES (continued) December 31, 2003

STRONG ADVISOR SMALL CAP VALUE FUND (continued)

	Shares or Principal Amount	Value (Note 2)
Chemicals - Basic 1.1%
FMC Corporation (b) (e)	664,200	$	22,669,146
Chemicals - Fertilizers 0.8%
Agrium, Inc.	1,050,900		17,297,814
Chemicals - Plastics 2.5%
Intertape Polymer Group, Inc. (b) (d)	2,426,100		30,884,253
Intertape Polymer Group, Inc. (Acquired 9/05/03; Cost $680,073) (CAD) (b) (g) (h)	93,000		1,183,128
PolyOne Corporation (b)	3,331,800		21,290,202
			53,357,583
Chemicals - Specialty 1.4%
OM Group, Inc. (b) (e)	1,115,200		29,207,088
Commercial Services - Advertising 1.1%
R.H. Donnelley Corporation (b) (e)	607,500		24,202,800
Commercial Services - Consulting 1.1%
Navigant Consulting, Inc. (b)	1,253,670		23,644,216
Commercial Services - Healthcare 1.0%
Healthcare Services Group, Inc.	440,200		8,491,458
US Oncology, Inc. (b)	1,209,400		13,013,144
			21,504,602
Commercial Services - Security/Safety 2.8%
Armor Holdings, Inc. (b) (e)	747,500		19,666,725
DHB Industries, Inc. (b)	1,387,100		9,709,700
OSI Systems, Inc. (b) (e)	648,610		12,459,798
Wackenhut Corrections Corporation (b) (d)	781,910		17,827,548
			59,663,771
Commercial Services - Staffing 1.5%
Kforce.com, Inc. (b) (d)	1,862,485		17,395,610
MPS Group, Inc. (b)	1,654,215		15,466,910
			32,862,520
Computer - Data Storage 0.2%
Iomega Corporation	713,110		4,264,398
Computer - Local Networks 0.4%
Black Box Corporation (e)	195,500		9,006,685
Computer - Manufacturers 0.0%
Cray, Inc. (b)	100,000		993,000
Computer Software - Enterprise 1.6%
JDA Software Group, Inc. (b) (e)	843,600		13,927,836
Lightbridge, Inc. (b) (d)	1,523,100		13,860,210
TIBCO Software, Inc. (b)	1,019,500		6,902,015
			34,690,061
Computer Software - Medical 1.4%
Eclipsys Corporation (b) (e)	204,725		2,382,999
IDX Systems Corporation (b)	1,044,200		28,005,444
			30,388,443
Containers 0.1%
Constar International, Inc. (b) (d)	501,900		2,705,241
Diversified Operations 0.3%
ALLETE, Inc.	194,085		5,939,001
Electrical - Equipment 1.0%
Encore Wire Corporation (b) (d)	1,163,900		20,612,669
Electronics - Contract Manufacturing 0.6%
Celestica, Inc. (b) (e)	905,800	$	13,650,406
Electronics - Miscellaneous Components 0.8%
Coherent, Inc. (b)	700,800		16,679,040
Electronics - Parts Distributors 0.3%
Richardson Electronics, Ltd.	536,700		6,596,043
Electronics - Scientific Measuring 0.3%
Newport Corporation (b)	446,200		7,375,686
Electronics - Semiconductor Manufacturing 2.0%
ChipPAC, Inc. Class A (b)	910,400		6,909,936
Cirrus Logic, Inc. (b) (e)	2,182,000		16,735,940
Credence Systems Corporation (b) (e)	610,500		8,034,180
TriQuint Semiconductor, Inc. (b)	639,800		4,523,386
Zoran Corporation (b)	349,200		6,072,588
			42,276,030
Energy - Other 0.4%
Headwaters, Inc. (b) (e)	440,800		8,648,496
Finance - Consumer/Commercial Loans 0.5%
World Acceptance Corporation (b) (d)	584,200		11,631,422
Finance - Equity REIT 0.5%
American Financial Realty Trust	624,700		10,651,135
Finance - Index Tracking Funds 0.2%
iShares Trust Russell 2000 Index Fund	17,000		1,883,600
iShares Trust Russell 2000 Value Index Fund	11,900		1,913,520
			3,797,120
Finance - Investment Brokers 0.4%
Labranche & Company, Inc.	749,600		8,747,832
Food - Miscellaneous Preparation 1.1%
Del Monte Foods Company (b)	2,156,185		22,424,324
Insurance - Accident & Health 0.6%
UnumProvident Corporation	813,600		12,830,472
Insurance - Life 0.4%
Phoenix Companies, Inc.	614,100		7,393,764
Insurance - Property/Casualty/Title 2.5%
Argonaut Group, Inc. (b)	188,700		2,932,398
Donegal Group, Inc. Class A	206,900		4,555,938
Endurance Specialty Holdings, Ltd.	338,910		11,370,431
Mercury General Corporation	754,800		35,135,940
			53,994,707
Internet - E*Commerce 0.4%
Stamps.com, Inc. (b)	1,502,600		9,316,120
Internet - Internet Service Provider 1.9%
EarthLink, Inc. (b) (e)	2,718,700		27,187,000
Net2Phone, Inc. (b) (d)	1,822,300		12,799,640
			39,986,640
Internet - Software 0.3%
FreeMarkets, Inc. (b)	967,700		6,473,913
Leisure - Services 0.4%
Pegasus Solutions, Inc. (b) (e)	900,500		9,428,235

30

STRONG ADVISOR SMALL CAP VALUE FUND (continued)

	Shares or Principal Amount	Value (Note 2)
Machinery - General Industrial 1.9%
Robbins & Myers, Inc.	371,800	$	7,060,482
UNOVA, Inc. (b)	1,452,900		33,344,055
			40,404,537
Media - Periodicals 0.3%
Readers Digest Association, Inc. Class A	370,400		5,430,064
Medical - Biomedical/Biotechnology 0.3%
CV Therapeutics, Inc. (b)	406,100		5,953,426
Medical - Generic Drugs 0.9%
Andrx Group (b)	809,500		19,460,380
Medical - Nursing Homes 3.0%
Beverly Enterprises, Inc. (b)	4,021,900		34,548,121
Manor Care, Inc. (e)	837,500		28,952,375
			63,500,496
Medical - Outpatient/Home Care 0.5%
Gentiva Health Services, Inc. (b)	756,500		9,562,160
Medical - Products 1.4%
Allied Healthcare Products, Inc. (b) (d)	848,200		3,265,570
Discovery Partners International, Inc. (b) (d)	1,503,400		9,245,910
OraSure Technologies, Inc. (b) (e)	2,071,450		16,488,742
			29,000,222
Medical - Systems/Equipment 1.1%
Applera Corporation-Applied Biosystems Group (e)	1,093,900		22,654,669
Medical/Dental - Services 0.7%
Omnicare, Inc. (e)	363,400		14,677,726
Metal Ores - Gold/Silver 8.8%
Apex Silver Mines, Ltd. (b) (d) (e)	2,115,100		44,205,590
Glamis Gold, Ltd. (b) (e)	3,163,200		54,153,984
Goldcorp, Inc. (e)	1,930,000		30,783,500
Harmony Gold Mining Company, Ltd. Sponsored ADR (e)	2,201,700		35,733,591
Meridian Gold, Inc. (b) (e)	1,538,500		22,477,485
			187,354,150
Metal Ores - Miscellaneous 0.1%
Cleveland-Cliffs, Inc. (b)	40,000		2,038,000
Metal Processing & Fabrication 0.1%
Webco Industries, Inc. (b)	285,460		1,170,386
Oil & Gas - Drilling 2.9%
Grey Wolf, Inc. (b)	1,785,100		6,676,274
Helmerich & Payne, Inc.	604,180		16,874,747
Parker Drilling Company (b)	863,100		2,200,905
Pride International, Inc. (b)	976,800		18,207,552
Transocean, Inc. (b)	750,300		18,014,703
			61,974,181
Oil & Gas - Field Services 6.6%
BJ Services Company (b) (e)	356,100		12,783,990
Global Industries, Ltd. (b)	3,894,600		20,057,190
Key Energy Services, Inc. (b)	2,241,300		23,107,803
Layne Christensen Company (b) (d)	1,514,300		17,793,025
Matrix Service Company (b) (d)	841,900		15,280,485
Newpark Resources, Inc. (b)	2,706,360		12,963,464
Oceaneering International, Inc. (b)	839,160		23,496,480
Petroleum Helicopters, Inc. (b)	103,712		2,540,944
Petroleum Helicopters, Inc. (non-voting) (b) (d)	174,260		4,705,020
Willbros Group, Inc. (b)	617,400		7,421,148
			140,149,549
Oil & Gas - Machinery/Equipment 0.9%
Input/Output, Inc. (b)	1,128,690	$	5,090,392
Smith International, Inc. (b) (e)	342,800		14,233,056
			19,323,448
Oil & Gas - Refining/Marketing 0.3%
Frontier Oil Corporation	394,300		6,789,846
Oil & Gas - United States Exploration & Production 9.3%
Forest Oil Corporation (b) (e)	1,962,400		56,065,768
McMoRan Exploration Company (b) (d) (e)	837,500		15,703,125
Newfield Exploration Company (b)	280,100		12,475,654
Noble Energy, Inc. (e)	527,300		23,427,939
PetroQuest Energy, Inc. (b)	360,700		1,125,384
Pioneer Natural Resources Company (b)	342,000		10,920,060
Range Resources Corporation (b) (d)	4,132,300		39,050,235
Remington Oil & Gas Corporation (b)	470,900		9,272,021
Stone Energy Corporation (b) (e)	378,700		16,075,815
Tom Brown, Inc. (b)	419,200		13,519,200
			197,635,201
Paper & Paper Products 1.6%
Chesapeake Corporation (e)	557,780		14,770,014
Wausau-Mosinee Paper Corporation	1,369,700		18,518,344
			33,288,358
Pollution Control - Services 0.8%
Calgon Carbon Corporation (d)	2,584,600		16,050,366
Retail - Clothing/Shoes 1.6%
American Eagle Outfitters, Inc. (b)	692,100		11,350,440
Foot Locker, Inc. (e)	587,300		13,772,185
Too, Inc. (b) (e)	558,300		9,424,104
			34,546,729
Retail - Department Stores 0.1%
Dillards, Inc.	131,500		2,164,490
Retail - Major Discount Chains 0.2%
Shopko Stores, Inc. (b) (e)	299,580		4,568,595
Retail - Miscellaneous 1.1%
Barbeques Galore, Ltd. Sponsored ADR (d)	434,231		1,954,040
Sharper Image Corporation (b) (d) (e)	648,400		21,170,260
			23,124,300
Retail - Restaurants 0.3%
Darden Restaurants, Inc.	262,600		5,525,104
Steel - Producers 5.0%
IPSCO, Inc.	1,663,400		30,889,338
Roanoke Electric Steel Corporation	461,900		6,157,127
Steel Dynamics, Inc. (b) (e)	1,342,110		31,526,164
United States Steel Corporation (e)	1,052,200		36,848,044
			105,420,673
Steel - Specialty Alloys 2.2%
Carpenter Technology Corporation	643,250		19,020,903
GrafTech International, Ltd. (b)	2,062,300		27,841,050
			46,861,953
Telecommunications - Services 0.4%
Cincinnati Bell, Inc. (b)	1,652,800		8,346,640
Transportation - Airline 0.9%
Linea Aerea Nacional Chile SA Sponsored ADR	1,072,200		18,763,500
Transportation - Services 0.8%
EGL, Inc. (b) (e)	964,260		16,932,405

31

SCHEDULES OF INVESTMENTS IN SECURITIES (continued) December 31, 2003

STRONG ADVISOR SMALL CAP VALUE FUND (continued)

	Shares or Principal Amount		Value (Note 2)
Transportation - Ship 0.4%
Omi Corporation (b)		931,100	$	8,314,723
Transportation - Truck 0.8%
Covenant Transport, Inc. Class A (b) (d)		783,000		14,884,830
Overnite Corporation (b)		95,300		2,168,075
				17,052,905
Total Common Stocks ($1,414,758,493)				2,034,490,336
Short-Term Investments (a) 5.2%
Repurchase Agreements
ABN AMRO Inc. (Dated 12/31/03),0.95%, Due 1/02/04 (Repurchase proceeds $106,905,642); Collateralized by: United States Government & Agency (c)	$	106,900,000		106,900,000
State Street Bank (Dated 12/31/03), 0.75%, Due 1/02/04 (Repurchase proceeds $3,423,743); Collateralized by: United States Government & Agency (c)		3,423,600		3,423,600
Total Short-Term Investments (Cost $110,323,600)				110,323,600
Total Investments in Securities (Cost $1,525, 082,093) 100.9%				2,144,813,936
Other Assets and Liabilities, Net (0.9%)				(19,045,322	)
Net Assets 100.0%			$	2,125,768,614

WRITTEN OPTIONS ACTIVITY

	Contracts		Premiums
Options outstanding at beginning of year	28,521		$	5,669,788
Options written during the year	124,999			28,319,434
Options closed	(121,062	)		(24,733,936	)
Options expired	(5,965	)		(755,493	)
Options exercised	(3,671	)		(656,548	)
Options outstanding at end of year	22,822		$	7,843,245

WRITTEN CALL OPTIONS DETAIL

	Contracts (100 shares per contract)	Value (Note 2)
Adolph Coors Company Class B
(Strike Price is $50.00. Expiration date is 1/16/04. Premium received is $31,867.)	50	$	(30,750	)
(Strike Price is $55.00. Expiration date is 1/16/04. Premium received is $48,898.)	200		(30,500	)
(Strike Price is $55.00. Expiration date is 2/20/04. Premium received is $11,849.)	50		(11,000	)
(Strike Price is $55.00. Expiration date is 4/16/04. Premium received is $42,548.)	150		(41,250	)
Apex Silver Mines, Ltd.
(Strike Price is $12.50. Expiration date is 1/16/04. Premium received is $8,850.)	50		(42,250	)
Applera Corporation-Applied Biosystems Group
(Strike Price is $20.00. Expiration date is 1/16/04. Premium received is $86,894.)	550		(56,375	)
(Strike Price is $20.00. Expiration date is 2/20/04. Premium received is $15,699.)	100		(15,250	)
(Strike Price is $20.00. Expiration date is 3/19/04. Premium received is $98,219.)	500		(88,750	)
(Strike Price is $22.50. Expiration date is 3/19/04. Premium received is $46,598.)	300		(19,500	)
Armor Holdings, Inc.
(Strike Price is $17.50. Expiration date is 5/21/04. Premium received is $296,436.)	350	$	(318,500	)
(Strike Price is $25.00. Expiration date is 5/21/04. Premium received is $91,696.)	350		(103,250	)
BJ Services Company
(Strike Price is $30.00. Expiration date is 1/16/04. Premium received is $12,599.)	50		(29,250	)
(Strike Price is $32.50. Expiration date is 1/16/04. Premium received is $109,725.)	425		(148,750	)
(Strike Price is $35.00. Expiration date is 1/16/04. Premium received is $20,199.)	100		(15,250	)
(Strike Price is $32.50. Expiration date is 4/16/04. Premium received is $13,599.)	50		(23,000	)
(Strike Price is $35.00. Expiration date is 4/16/04. Premium received is $13,349.)	50		(15,625	)
(Strike Price is $37.50. Expiration date is 4/16/04. Premium received is $8,100.)	50		(9,125	)
(Strike Price is $35.00. Expiration date is 4/15/05. Premium received is $8,100.)	50		(15,625	)
Black Box Corporation
(Strike Price is $45.00. Expiration date is 2/20/04. Premium received is $21,485.)	100		(28,250	)
(Strike Price is $35.00. Expiration date is 3/19/04. Premium received is $481,477.)	500		(562,500	)
(Strike Price is $40.00. Expiration date is 3/19/04. Premium received is $324,335.)	550		(376,750	)
(Strike Price is $45.00. Expiration date is 3/19/04. Premium received is $36,398.)	200		(64,000	)
(Strike Price is $40.00. Expiration date is 6/18/04. Premium received is $107,395.)	200		(157,000	)
(Strike Price is $45.00. Expiration date is 6/18/04. Premium received is $56,397.)	200		(92,000	)
Celestica, Inc.
(Strike Price is $12.50. Expiration date is 1/16/04. Premium received is $14,199.)	100		(25,750	)
(Strike Price is $15.00. Expiration date is 1/16/04. Premium received is $81,696.)	500		(27,500	)
Chesapeake Corporation
(Strike Price is $20.00. Expiration date is 2/20/04. Premium received is $89,546.)	150		(98,250	)
(Strike Price is $22.50. Expiration date is 2/20/04. Premium received is $36,517.)	200		(80,000	)
(Strike Price is $20.00. Expiration date is 5/21/04. Premium received is $59,397.)	200		(131,000	)
Cirrus Logic, Inc.
(Strike Price is $7.50. Expiration date is 1/16/04. Premium received is $6,900.)	100		(5,000	)
Credence Systems Corporation
(Strike Price is $12.50. Expiration date is 1/16/04. Premium received is $18,299.)	200		(19,000	)
(Strike Price is $12.50. Expiration date is 2/20/04. Premium received is $13,294.)	100		(15,250	)
(Strike Price is $15.00. Expiration date is 2/20/04. Premium received is $25,413.)	100		(5,250	)
(Strike Price is $12.50. Expiration date is 5/21/04. Premium received is $19,747.)	100		(22,500	)

32

STRONG ADVISOR SMALL CAP VALUE FUND (continued)

	Contracts (100 shares per contract)	Value (Note 2)
EGL, Inc.
(Strike Price is $15.00. Expiration date is 2/20/04. Premium received is $26,199.)	100	$	(29,000	)
(Strike Price is $17.50. Expiration date is 2/20/04. Premium received is $22,899.)	200		(20,500	)
EarthLink, Inc.
(Strike Price is $7.50. Expiration date is 1/16/04. Premium received is $7,400.)	100		(25,250	)
Eclipsys Corporation
(Strike Price is $10.00. Expiration date is 1/16/04. Premium received is $38,398.)	200		(34,500	)
(Strike Price is $12.50. Expiration date is 1/16/04. Premium received is $13,349.)	150		(4,500	)
(Strike Price is $10.00. Expiration date is 3/19/04. Premium received is $17,199.)	100		(22,750	)
(Strike Price is $12.50. Expiration date is 3/19/04. Premium received is $24,899.)	200		(19,500	)
(Strike Price is $15.00. Expiration date is 6/18/04. Premium received is $16,799.)	200		(14,500	)
FMC Corporation
(Strike Price is $25.00. Expiration date is 1/16/04. Premium received is $26,699.)	100		(91,500	)
(Strike Price is $25.00. Expiration date is 4/16/04. Premium received is $83,120.)	200		(185,000	)
Foot Locker, Inc.
(Strike Price is $12.50. Expiration date is 1/16/04. Premium received is $13,253.)	47		(51,230	)
(Strike Price is $20.00. Expiration date is 5/21/04. Premium received is $63,397.)	200		(82,000	)
Forest Oil Corporation
(Strike Price is $25.00. Expiration date is 2/20/04. Premium received is $22,799.)	150		(57,000	)
(Strike Price is $25.00. Expiration date is 5/21/04. Premium received is $10,600.)	50		(22,000	)
Glamis Gold, Ltd.
(Strike Price is $15.00. Expiration date is 2/20/04. Premium received is $10,700.)	100		(25,000	)
Goldcorp, Inc.
(Strike Price is $17.50. Expiration date is 4/16/04. Premium received is $10,200.)	100		(11,750	)
H.B. Fuller Company
(Strike Price is $25.00. Expiration date is 2/20/04. Premium received is $15,699.)	100		(48,000	)
Harmony Gold Mining Company, Ltd.
Sponsored ADR
(Strike Price is $15.00. Expiration date is 1/16/04. Premium received is $48,598.)	300		(44,250	)
(Strike Price is $15.00. Expiration date is 2/20/04. Premium received is $12,841.)	150		(28,125	)
(Strike Price is $15.00. Expiration date is 5/21/04. Premium received is $59,672.)	275		(68,063	)
Headwaters, Inc.
(Strike Price is $15.00. Expiration date is 2/20/04. Premium received is $15,699.)	100		(47,000	)
(Strike Price is $20.00. Expiration date is 2/20/04. Premium received is $12,199.)	100		(9,750	)
JDA Software Group, Inc.
(Strike Price is $17.50. Expiration date is 4/16/04. Premium received is $337,884.)	700	$	(117,250	)
Manor Care, Inc.
(Strike Price is $32.50. Expiration date is 2/20/04. Premium received is $36,448.)	225		(54,562	)
McMoRan Exploration Company
(Strike Price is $17.50. Expiration date is 2/20/04. Premium received is $1,285.)	5		(1,263	)
(Strike Price is $17.50. Expiration date is 5/21/04. Premium received is $1,535.)	5		(1,725	)
Meridian Gold, Inc.
(Strike Price is $12.50. Expiration date is 1/16/04. Premium received is $51,948.)	350		(72,625	)
(Strike Price is $12.50. Expiration date is 4/16/04. Premium received is $32,398.)	200		(52,000	)
(Strike Price is $15.00. Expiration date is 4/16/04. Premium received is $22,399.)	200		(23,500	)
Noble Energy, Inc.
(Strike Price is $45.00. Expiration date is 5/21/04. Premium received is $13,364.)	45		(9,900	)
(Strike Price is $50.00. Expiration date is 5/21/04. Premium received is $4,365.)	45		(3,150	)
OM Group, Inc.
(Strike Price is $17.50. Expiration date is 4/16/04. Premium received is $218,090.)	300		(270,000	)
(Strike Price is $20.00. Expiration date is 4/16/04. Premium received is $97,395.)	200		(137,000	)
(Strike Price is $22.50. Expiration date is 4/16/04. Premium received is $55,047.)	150		(72,750	)
OSI Systems, Inc.
(Strike Price is $17.50. Expiration date is 1/16/04. Premium received is $54,397.)	200		(35,500	)
(Strike Price is $17.50. Expiration date is 4/16/04. Premium received is $45,636.)	200		(55,000	)
Omnicare, Inc.
(Strike Price is $37.50. Expiration date is 1/16/04. Premium received is $21,199.)	100		(31,000	)
(Strike Price is $35.00. Expiration date is 3/19/04. Premium received is $268,187.)	600		(357,000	)
(Strike Price is $37.50. Expiration date is 3/19/04. Premium received is $5,850.)	50		(19,500	)
OraSure Technologies, Inc.
(Strike Price is $7.50. Expiration date is 1/16/04. Premium received is $71,097.)	300		(19,500	)
(Strike Price is $10.00. Expiration date is 1/16/04. Premium received is $29,648.)	300		(2,250	)
Pegasus Solutions, Inc.
(Strike Price is $12.50. Expiration date is 1/16/04. Premium received is $7,995.)	100		(750	)
(Strike Price is $10.00. Expiration date is 7/16/04. Premium received is $15,247.)	100		(18,250	)

33

SCHEDULES OF INVESTMENTS IN SECURITIES (continued) December 31, 2003

STRONG ADVISOR SMALL CAP VALUE FUND (continued)

	Contracts (100 shares per contract)	Value (Note 2)
R.H. Donnelley Corporation
(Strike Price is $35.00. Expiration date is 1/16/04. Premium received is $376,182.)	600	$	(291,000	)
(Strike Price is $40.00. Expiration date is 1/16/04. Premium received is $184,891.)	700		(50,750	)
Sharper Image Corporation
(Strike Price is $30.00. Expiration date is 1/16/04. Premium received is $28,399.)	200		(55,500	)
(Strike Price is $30.00. Expiration date is 2/20/04. Premium received is $166,692.)	600		(219,000	)
(Strike Price is $25.00. Expiration date is 5/21/04. Premium received is $596,972.)	1,000		(850,000	)
(Strike Price is $30.00. Expiration date is 5/21/04. Premium received is $76,746.)	250		(125,000	)
(Strike Price is $35.00. Expiration date is 5/21/04. Premium received is $28,699.)	100		(25,500	)
Shopko Stores, Inc.
(Strike Price is $12.50. Expiration date is 3/19/04. Premium received is $183,141.)	450		(136,125	)
(Strike Price is $15.00. Expiration date is 3/19/04. Premium received is $41,398.)	200		(26,500	)
Smith International, Inc.
(Strike Price is $35.00. Expiration date is 1/16/04. Premium received is $57,207.)	200		(132,000	)
(Strike Price is $37.50. Expiration date is 1/16/04. Premium received is $28,299.)	150		(62,250	)
(Strike Price is $40.00. Expiration date is 1/16/04. Premium received is $9,350.)	50		(10,000	)
(Strike Price is $35.00. Expiration date is 4/16/04. Premium received is $56,697.)	100		(71,500	)
(Strike Price is $37.50. Expiration date is 4/16/04. Premium received is $28,699.)	100		(51,500	)
(Strike Price is $40.00. Expiration date is 4/16/04. Premium received is $37,048.)	150		(51,000	)
Steel Dynamics, Inc.
(Strike Price is $15.00. Expiration date is 5/21/04. Premium received is $68,547.)	150		(132,000	)
(Strike Price is $17.50. Expiration date is 5/21/04. Premium received is $51,398.)	200		(127,000	)
Stone Energy Corporation
(Strike Price is $40.00. Expiration date is 1/16/04. Premium received is $7,850.)	50		(13,125	)
Too, Inc.
(Strike Price is $15.00. Expiration date is 2/20/04. Premium received is $80,746.)	250		(58,750	)
(Strike Price is $17.50. Expiration date is 2/20/04. Premium received is $15,499.)	150		(13,500	)
United States Steel Corporation
(Strike Price is $22.50. Expiration date is 1/16/04. Premium received is $226,939.)	350		(437,500	)
(Strike Price is $25.00. Expiration date is 1/16/04. Premium received is $356,033.)	650		(653,250	)
(Strike Price is $35.00. Expiration date is 2/20/04. Premium received is $19,675.)	100		(22,750	)
(Strike Price is $25.00. Expiration date is 4/16/04. Premium received is $377,832.)	550		(580,250	)
(Strike Price is $30.00. Expiration date is 4/16/04. Premium received is $153,893)	450		(290,250	)
York International Corporation
(Strike Price is $30.00. Expiration date is 2/20/04. Premium received is $193,391.)	200	$	(139,000	)
(Strike Price is $35.00. Expiration date is 2/20/04. Premium received is $44,446.)	200		(53,000	)
(Strike Price is $35.00. Expiration date is 5/21/04. Premium received is $14,124.)	50		(17,500	)
(Strike Price is $40.00. Expiration date is 5/21/04. Premium received is $10,700.)	100		(12,250	)
	22,822	$	(9,727,393	)

STRONG ADVISOR U.S. VALUE FUND

	Shares or Principal Amount	Value (Note 2)
Common Stocks 99.1%
Aerospace - Defense 2.7%
General Dynamics Corporation	9,000	$	813,510
Lockheed Martin Corporation	24,400		1,254,160
Raytheon Company	165,000		4,956,600
			7,024,270
Auto Manufacturers 0.8%
General Motors Corporation	38,100		2,034,540
Banks - Midwest 0.3%
Provident Financial Group, Inc.	27,000		862,650
Banks - Money Center 6.1%
Bank of America Corporation	63,000		5,067,090
The Bank of New York Company, Inc.	35,000		1,159,200
Citigroup, Inc.	148,500		7,208,190
J.P. Morgan Chase & Company	70,000		2,571,100
			16,005,580
Banks - Northeast 0.8%
Banknorth Group, Inc.	55,000		1,789,150
Peoples Bank	11,400		371,640
			2,160,790
Banks - Southeast 0.6%
Compass Bancshares, Inc.	37,000		1,454,470
Banks - Super Regional 7.6%
Bank One Corporation	57,000		2,598,630
Charter One Financial, Inc.	44,415		1,534,538
KeyCorp	41,600		1,219,712
Mellon Financial Corporation	28,000		899,080
National City Corporation	36,500		1,238,810
Regions Financial Corporation	46,000		1,711,200
SouthTrust Corporation	39,600		1,296,108
U.S. Bancorp	92,800		2,763,584
Wachovia Corporation	67,100		3,126,189
Wells Fargo Company	59,000		3,474,510
			19,862,361
Beverages - Alcoholic 0.3%
Anheuser-Busch Companies, Inc.	13,000		684,840
Building - Maintenance & Services 2.2%
The ServiceMaster Company	490,000		5,708,500
Building Products - Wood 1.0%
Georgia-Pacific Corporation	18,400		564,328
Weyerhaeuser Company	31,200		1,996,800
			2,561,128

34

STRONG ADVISOR U.S. VALUE FUND (continued)

	Shares or Principal Amount	Value (Note 2)
Chemicals - Basic 1.0%
The Dow Chemical Company	40,000	$	1,662,800
PPG Industries, Inc.	15,300		979,506
			2,642,306
Commercial Services - Miscellaneous 0.5%
ARAMARK Corporation Class B	48,000		1,316,160
Computer - IT Services 1.8%
International Business Machines Corporation	40,000		3,707,200
Unisys Corporation (b)	70,100		1,040,985
			4,748,185
Computer - Manufacturers 1.3%
Hewlett-Packard Company	150,000		3,445,500
Cosmetics - Personal Care 0.2%
Kimberly-Clark Corporation	11,000		649,990
Diversified Operations 3.9%
E.I. Du Pont de Nemours & Company	50,631		2,323,457
Emerson Electric Company	27,900		1,806,525
ITT Industries, Inc.	18,000		1,335,780
Loews Corporation	19,500		964,275
Time Warner, Inc. (b)	115,000		2,068,850
United Technologies Corporation	17,200		1,630,044
			10,128,931
Finance - Equity REIT 0.6%
Equity Office Properties Trust	30,000		859,500
Equity Residential Properties Trust	27,000		796,770
			1,656,270
Finance - Investment Management 0.6%
T. Rowe Price Group, Inc.	13,000		616,330
Waddell & Reed Financial, Inc. Class A	39,000		914,940
			1,531,270
Finance - Savings & Loan 0.8%
Washington Mutual, Inc.	50,000		2,006,000
Financial Services - Miscellaneous 0.7%
American Express Company	38,000		1,832,740
Food - Meat Products 0.1%
Tyson Foods, Inc. Class A	18,000		238,320
Food - Miscellaneous Preparation 5.6%
Del Monte Foods Company (b)	570,000		5,928,000
General Mills, Inc.	15,300		693,090
Kraft Foods, Inc. Class A	168,900		5,441,958
Sara Lee Corporation	115,000		2,496,650
			14,559,698
Insurance - Accident & Health 0.9%
AFLAC, Inc.	65,000		2,351,700
Insurance - Brokers 0.2%
Marsh & McLennan Companies, Inc.	12,600		603,414
Insurance - Diversified 2.7%
American International Group, Inc.	58,500		3,877,380
John Hancock Financial Services, Inc.	24,500		918,750
Principal Financial Group, Inc.	25,300		836,671
Prudential Financial, Inc.	34,100		1,424,357
			7,057,158
Insurance - Life 0.4%
Lincoln National Corporation	25,000		1,009,250
Insurance - Property/Casualty/Title 3.2%
The Allstate Corporation	32,000	$	1,376,640
Chubb Corporation	16,500		1,123,650
Hartford Financial Services Group, Inc.	21,800		1,286,854
SAFECO Corporation	71,000		2,764,030
The St. Paul Companies, Inc.	20,300		804,895
Travelers Property and Casualty Corporation Class B	60,309		1,023,444
			8,379,513
Leisure - Hotels & Motels 0.4%
Marriott International, Inc. Class A	23,000		1,062,600
Leisure - Movies & Related 0.7%
Metro-Goldwyn-Mayer, Inc. (b)	100,000		1,709,000
Leisure - Photo Equipment/Related 0.2%
Eastman Kodak Company	24,200		621,214
Leisure - Services 0.6%
The Walt Disney Company	62,000		1,446,460
Machinery - Construction/Mining 0.5%
Caterpillar, Inc.	16,000		1,328,320
Machinery - Farm 0.6%
Deere & Company	26,000		1,691,300
Media - Cable TV 1.1%
Comcast Corporation Class A (b)	58,974		1,938,475
Cox Communications, Inc. Class A (b)	25,400		875,030
			2,813,505
Media - Newspapers 0.9%
Gannett Company, Inc.	26,200		2,335,992
Media - Periodicals 0.3%
Readers Digest Association, Inc. Class A	47,900		702,214
Media - Radio/TV 3.7%
Clear Channel Communications, Inc.	80,000		3,746,400
Liberty Media Corporation Class A (b)	315,000		3,745,350
Viacom, Inc. Class B	49,700		2,205,686
			9,697,436
Medical - Ethical Drugs 2.3%
Bristol-Myers Squibb Company	60,400		1,727,440
Merck & Company, Inc.	65,000		3,003,000
Schering-Plough Corporation	75,000		1,304,250
			6,034,690
Medical - Hospitals 2.3%
HCA, Inc.	140,000		6,014,400
Medical - Wholesale Drugs/Sundries 0.9%
McKesson Corporation	72,000		2,315,520
Medical/Dental - Services 0.1%
Medco Health Solutions, Inc. (b)	7,839		266,447
Medical/Dental - Supplies 1.8%
Sola International, Inc. (b)	243,500		4,577,800
Metal Ores - Miscellaneous 1.6%
Alcoa, Inc.	52,100		1,979,800
Phelps Dodge Corporation (b)	30,000		2,282,700
			4,262,500

35

SCHEDULES OF INVESTMENTS IN SECURITIES (continued) December 31, 2003

STRONG ADVISOR U.S. VALUE FUND (continued)

	Shares or Principal Amount		Value (Note 2)
Oil & Gas - International Exploration & Production 2.9%
Kerr McGee Corporation		129,000	$	5,997,210
Unocal Corporation		40,200		1,480,566
				7,477,776
Oil & Gas - International Integrated 7.3%
ChevronTexaco Corporation		48,000		4,146,720
ConocoPhillips		49,000		3,212,930
Exxon Mobil Corporation		282,000		11,562,000
				18,921,650
Oil & Gas - United States Exploration & Production 2.5%
Devon Energy Corporation		115,000		6,584,900
Paper & Paper Products 0.6%
International Paper Company		39,300		1,694,223
Pollution Control - Services 1.7%
Waste Management, Inc.		147,000		4,351,200
Retail - Department Stores 1.0%
Federated Department Stores, Inc.		25,000		1,178,250
May Department Stores Company		44,793		1,302,133
				2,480,383
Retail - Drug Stores 0.4%
CVS Corporation		28,200		1,018,584
Retail - Restaurants 1.6%
McDonald’s Corporation		163,000		4,047,290
Retail - Super/Mini Markets 1.1%
The Kroger Company (b)		150,000		2,776,500
Soap & Cleaning Preparations 0.9%
The Procter & Gamble Company		23,000		2,297,240
Telecommunications - Services 4.9%
ALLTEL Corporation		19,000		885,020
AT&T Corporation		39,400		799,820
BellSouth Corporation		80,000		2,264,000
SBC Communications, Inc.		148,400		3,868,788
Sprint Corporation		51,000		837,420
Verizon Communications, Inc.		117,000		4,104,360
				12,759,408
Telecommunications - Wireless Equipment 0.4%
Motorola, Inc.		70,000		984,900
Tobacco 1.8%
Altria Group, Inc.		55,000		2,993,100
Loews Corp - Carolina Group		67,700		1,708,748
				4,701,848
Transportation - Air Freight 0.3%
FedEx Corporation		12,000		810,000
Transportation - Rail 0.8%
Burlington Northern Santa Fe Corporation		24,800		802,280
Norfolk Southern Corporation		50,000		1,182,500
				1,984,780
Utility - Electric Power 5.1%
Consolidated Edison, Inc.		27,000		1,161,270
Duke Energy Corporation		70,000		1,431,500
Exelon Corporation		26,200		1,738,632
FPL Group, Inc.		26,600		1,740,172
FirstEnergy Corporation		169,500		5,966,400
The Southern Company		42,000		1,270,500
				13,308,474
Utility - Gas Distribution 0.9%
CenterPoint Energy, Inc.		99,400	$	963,186
Vectren Corporation		56,700		1,397,655
				2,360,841
Total Common Stocks (Cost $209,232,377)				257,954,929
Short-Term Investments (a) 2.2%
Collateral Received For Securities Lending (f) 1.4%
Navigator Prime Portfolio		3,584,475		3,584,475
Repurchase Agreements 0.8%
ABN AMRO Inc. (Dated 12/31/03), 0.95%, Due 1/02/04 (Repurchase proceeds $400,021); Collateralized by: United States Government & Agency Issues (c)	$	400,000		400,000
State Street Bank (Dated 12/31/03), 0.75%, Due 1/02/04 (Repurchase proceeds $1,584,266); Collateralized by: United States Government & Agency Issues (c)		1,584,200		1,584,200
				1,984,200
Total Short-Term Investments (Cost $5,568,675)				5,568,675
Total Investments in Securities (Cost $214,801,052) 101.3%				263,523,604
Other Assets and Liabilities, Net (1.3%)				(3,252,423	)
Net Assets 100.0%			$	260,271,181

STRONG ADVISOR ENDEAVOR LARGE CAP FUND

	Shares or Principal Amount	Value (Note 2)
Common Stocks 100.2%
Apparel - Shoes & Related Manufacturing 1.3%
NIKE, Inc. Class B	7,220	$	494,281
Banks - Money Center 3.5%
Citigroup, Inc.	26,955		1,308,396
Beverages - Alcoholic 0.5%
Anheuser-Busch Companies, Inc.	3,610		190,175
Commercial Services - Schools 2.0%
Career Education Corporation (b)	19,053		763,454
Computer - Data Storage 1.9%
EMC Corporation (b)	54,630		705,820
Computer - Local Networks 5.1%
Cisco Systems, Inc. (b)	63,035		1,531,120
Polycom, Inc. (b)	20,145		393,231
			1,924,351
Computer - Manufacturers 1.9%
Dell, Inc. (b)	20,700		702,972
Computer Software - Desktop 1.1%
Microsoft Corporation	14,640		403,186
Computer Software - Education/Entertainment 3.1%
Electronic Arts, Inc. (b)	24,320		1,162,010
Computer Software - Enterprise 1.3%
SAP AG Sponsored ADR	11,450		475,862

36

STRONG ADVISOR ENDEAVOR LARGE CAP FUND (continued)

	Shares or Principal Amount		Value (Note 2)
Diversified Operations 7.2%
Honeywell International, Inc.		22,890	$	765,213
Tyco International, Ltd.		73,275		1,941,788
				2,707,001
Electronics - Scientific Measuring 2.6%
Teradyne, Inc. (b)		38,310		974,990
Electronics – Semiconductor Manufacturing 11.2%
Intel Corporation		65,440		2,107,168
KLA-Tencor Corporation (b)		5,170		303,324
Taiwan Semiconductor Manufacturing Company, Ltd. Sponsored ADR (b)		139,550		1,428,992
Texas Instruments, Inc.		13,780		404,856
				4,244,340
Finance - Consumer/Commercial Loans 1.0%
SLM Corporation		10,150		382,452
Finance - Investment Brokers 1.1%
Lehman Brothers Holdings, Inc.		5,550		428,571
Finance - Mortgage & Related Services 1.8%
Countrywide Financial Corporation		9,080		688,718
Household - Consumer Electronics 1.6%
Harman International Industries, Inc.		7,980		590,360
Insurance - Diversified 1.4%
American International Group, Inc.		8,090		536,205
Internet - Content 2.5%
Yahoo! Inc. (b)		21,180		956,701
Internet - E*Commerce 0.6%
eBay, Inc. (b)		3,310		213,793
Leisure - Gaming/Equipment 2.0%
International Game Technology		21,460		766,122
Leisure - Services 2.8%
Royal Caribbean Cruises, Ltd.		30,940		1,076,403
Leisure - Toys/Games/Hobby 1.3%
Marvel Enterprises, Inc. (b)		16,705		486,283
Machinery - Farm 1.8%
Deere & Company		10,330		671,967
Media - Cable TV 3.5%
EchoStar Communications Corporation Class A (b)		38,440		1,306,960
Media - Newspapers 0.8%
The E.W. Scripps Company Class A		3,030		285,244
Media - Radio/TV 0.8%
Clear Channel Communications, Inc.		6,490		303,927
Medical - Biomedical/Biotechnology 5.0%
Amgen, Inc. (b)		16,880		1,043,184
Genzyme Corporation (b)		13,660		673,984
Gilead Sciences, Inc. (b)		3,230		187,792
				1,904,960
Medical - Drug/Diversified 2.3%
Johnson & Johnson		17,019	$	879,202
Medical - Ethical Drugs 4.8%
Medicis Pharmaceutical Corporation Class A		5,350		381,455
Pfizer, Inc.		40,394		1,427,120
				1,808,575
Medical - Generic Drugs 1.2%
Teva Pharmaceutical Industries, Ltd. ADR		7,900		448,009
Medical – Health Maintenance Organizations 1.1%
Anthem, Inc.(b)		5,785		433,875
Medical - Products 2.5%
Boston Scientific Corporation (b)		14,720		541,107
Medtronic, Inc.		8,280		402,490
				943,597
Oil & Gas - Drilling 3.8%
ENSCO International, Inc.		14,190		385,542
Nabors Industries, Ltd. (b)		16,970		704,255
Transocean, Inc. (b)		15,170		364,231
				1,454,028
Oil & Gas - International Integrated 0.8%
Suncor Energy, Inc.		11,770		294,956
Retail - Home Furnishings 0.8%
Bed Bath & Beyond, Inc. (b)		6,920		299,982
Retail - Major Discount Chains 2.4%
Target Corporation		9,790		375,936
Wal-Mart Stores, Inc.		10,100		535,805
				911,741
Retail/Wholesale - Building Products 3.3%
The Home Depot, Inc.		16,390		581,681
Lowe’s Companies, Inc.		11,750		650,832
				1,232,513
Telecommunications - Wireless Equipment 0.8%
Telefonaktiebolaget LM Ericsson Sponsored ADR (b)		17,080		302,316
Telecommunications - Wireless Services 4.0%
Nextel Communications, Inc. Class A (b)		54,240		1,521,974
Trucks & Parts - Heavy Duty 1.7%
Navistar International Corporation (b)		13,630		652,740
Total Common Stocks (Cost $31,365,651)				37,839,012
Short-Term Investments (a) 0.2%
Repurchase Agreements
State Street Bank (Dated 12/31/03), 0.75%, Due 1/02/04 (Repurchase proceeds $68,403); Collateralized by: United States Government & Agency Issues (c)	$	68,400		68,400
Total Short-Term Investments (Cost $68,400)				68,400
Total Investments in Securities (Cost $31,434,051) 100.4%				37,907,412
Other Assets and Liabilities, Net (0.4%)				(156,943	)
Net Assets 100.0%			$	37,750,469

37

SCHEDULES OF INVESTMENTS IN SECURITIES (continued) December 31, 2003

STRONG ADVISOR FOCUS FUND

	Shares or Principal Amount		Value (Note 2)
Common Stocks 97.6%
Building - Heavy Construction 1.8%
Chicago Bridge & Iron Company NV		1,900	$	54,910
Commercial Services - Miscellaneous 3.7%
Paychex, Inc.		3,100		115,320
Commercial Services - Schools 6.9%
Apollo Group, Inc. Class A (b)		2,000		136,000
Corinthian Colleges, Inc. (b)		1,400		77,784
				213,784
Computer - Local Networks 7.5%
Cisco Systems, Inc. (b)		4,300		104,447
Polycom, Inc. (b)		2,900		56,608
QLogic Corporation (b)		1,400		72,240
				233,295
Computer - Manufacturers 6.8%
Dell, Inc. (b)		6,200		210,552
Computer Software - Education/Entertainment 1.5%
Electronic Arts, Inc. (b)		1,000		47,780
Computer Software - Enterprise 1.8%
VERITAS Software Corporation (b)		1,500		55,740
Electronics - Semiconductor Manufacturing 11.5%
Analog Devices, Inc.		3,400		155,210
Credence Systems Corporation (b)		2,900		38,164
Intel Corporation		3,900		125,580
Silicon Laboratories, Inc. (b)		900		38,898
				357,852
Finance - Mortgage & Related Services 2.9%
Doral Financial Corporation		2,850		91,998
Financial Services - Miscellaneous 0.3%
Modem Media, Inc. (b)		1,000		8,170
Internet - E*Commerce 5.4%
eBay, Inc. (b)		2,600		167,934
Leisure - Toys/Games/Hobby 2.8%
Marvel Enterprises, Inc. (b)		3,000		87,330
Media - Cable TV 2.2%
EchoStar Communications Corporation Class A (b)		1,400		47,600
Hughes Electronics Corporation (b)		1,235		20,439
				68,039
Medical - Biomedical/Biotechnology 12.1%
Digene Corporation (b)		1,900		76,190
Genzyme Corporation (b)		2,700		133,218
Gilead Sciences, Inc. (b)		2,900		168,606
				378,014
Medical - Products 5.8%
Boston Scientific Corporation (b)		3,100		113,956
OraSure Technologies, Inc. (b)		8,600		68,456
				182,412
Medical/Dental - Services 1.5%
Inveresk Research Group, Inc. (b)		1,900		46,987
Oil & Gas - Machinery/Equipment 2.0%
Smith International, Inc. (b)		1,500		62,280
Oil & Gas - United States Exploration & Production 3.4%
Brigham Exploration Company (b)		4,000	$	32,116
XTO Energy, Inc.		2,600		73,580
				105,696
Retail - Clothing/Shoes 7.7%
Chicos FAS, Inc. (b)		1,000		36,950
Coach, Inc. (b)		2,600		98,150
Ross Stores, Inc.		4,000		105,720
				240,820
Retail - Miscellaneous 4.1%
PETCO Animal Supplies, Inc. (b)		2,100		63,945
PETsMART, Inc.		2,700		64,260
				128,205
Retail/Wholesale - Building Products 1.8%
The Home Depot, Inc.		1,600		56,784
Telecommunications - Fiber Optics 1.9%
Corning, Inc. (b)		5,800		60,494
Transportation - Airline 2.2%
AirTran Holdings, Inc. (b)		1,100		13,090
JetBlue Airways Corporation (b)		2,100		55,692
				68,782
Total Common Stocks (Cost $2,303,216)				3,043,178
Preferred Stocks 0.1%
Media - Cable TV 0.1%
News Corporation, Ltd. Sponsored ADR		138		4,175
Total Preferred Stocks (Cost $4,016)				4,175
Short-Term Investments (a) 2.8%
Repurchase Agreements
State Street Bank (Dated 12/31/03), 0.75%, Due 1/02/04 (Repurchase proceeds $87,704); Collateralized by: United States Government & Agency Issues (c)	$	87,700		87,700
Total Short-Term Investments (Cost $87,700)				87,700
Total Investments in Securities (Cost $2,394,932) 100.5%				3,135,053
Other Assets and Liabilities, Net (0.5%)				(14,879	)
Net Assets 100.0%			$	3,120,174

WRITTEN OPTIONS ACTIVITY

	Contracts		Premiums
Options outstanding at beginning of period	—		$	—
Options written during the period	38			9,486
Options closed	(38	)		(9,486	)
Options expired	—			—
Options exercised	—			—
Options outstanding at end of period	—		$	—

38

STRONG ADVISOR INTERNATIONAL CORE FUND

	Shares or Principal Amount	Value (Note 2)
Common Stocks 96.3%
Australia 1.7%
BHP Billiton, Ltd.	2,400	$	21,798
BlueScope Steel, Ltd.	800		3,369
			25,167
Belgium 0.9%
Fortis	700		14,079
Bermuda 0.6%
Jardine Matheson Holdings, Ltd.	965		8,782
Brazil 1.2%
Companhia Vale do Rio Doce Sponsored ADR (b)	300		17,550
Canada 2.9%
Bank of Nova Scotia	300		15,229
Encana Corporation	700		27,542
			42,771
Finland 0.9%
UPM-Kymmene Oyj	700		13,348
France 11.8%
Accor SA	400		18,077
Altran Technologies SA (b)	1,466		18,927
Aventis SA	300		19,829
BNP Paribas SA	300		18,900
Essilor International SA	400		20,625
Groupe Danone Sponsored ADR	900		29,241
L’Oreal SA	400		32,757
Total SA Sponsored ADR	200		18,502
			176,858
Germany 7.2%
DaimlerChrysler AG	400		18,487
Deutsche Bank AG	225		18,475
E.On AG	300		19,535
Puma AG	100		17,664
Schering AG	280		14,187
Siemens AG	250		19,888
			108,236
Hong Kong 2.9%
Hutchison Whampoa, Ltd.	3,000		22,139
Swire Pacific, Ltd. A Shares	3,400		21,023
			43,162
Ireland 2.6%
Bank of Ireland	1,700		23,136
Ryanair Holdings PLC ADR (b)	300		15,192
			38,328
Italy 4.5%
Credito Italiano SA	2,900		15,631
ENI Spa	1,800		34,010
Telecom Italia Spa (b)	5,951		17,587
			67,228
Japan 17.2%
Canon, Inc. ADR	600		28,584
The Daimaru, Inc.	2,000		11,166
Disco Corporation	300		17,064
East Japan Railway Company	3		14,113
Hankyu Department Stores, Inc.	2,000		13,449
Hitachi, Ltd.	4,000		23,917
House Foods Corporation	1,000		11,310
Komatsu, Ltd.	4,800		30,439
Lawson, Inc.	400		13,712
Mitsubishi Heavy Industries, Ltd.	5,100		14,192
Nintendo Company, Ltd.	150	$	13,978
Nippon Telegraph and Telephone Corporation
Sponsored ADR	800		19,648
Tokyo Gas Company, Ltd.	5,000		17,792
Toyota Motor Corporation	800		27,317
			256,681
Mexico 1.8%
America Movil ADR Series L	400		10,936
Wal-Mart de Mexico SA de CV	5,400		15,443
			26,379
Netherlands 4.8%
ING Groep NV	1,100		25,668
Koninklijke Philips Electronics NV Sponsored
ADR - New York Registry Shares	600		17,454
Royal Dutch Petroleum Company - New York Shares	300		15,717
STMicroelectronics NV	500		13,536
			72,375
Singapore 3.2%
DBS Group Holdings, Ltd.	2,600		22,526
Flextronics International, Ltd. (b)	1,200		17,808
Singapore Technologies Engineering, Ltd.	6,000		7,220
			47,554
South Africa 1.3%
Gold Fields, Ltd. Sponsored ADR	1,400		19,516
South Korea 1.6%
KT Corporation Sponsored ADR	400		7,628
Samsung Electronics	45		17,025
			24,653
Spain 2.5%
Banco Santander Central Hispano SA	1,600		19,009
Telefonica SA Sponsored ADR (b)	414		18,295
			37,304
Sweden 3.4%
Autoliv, Inc.	900		34,185
Sandvik AB	500		17,249
			51,434
Switzerland 5.2%
Nestle SA	90		22,415
Novartis AG Sponsored ADR	500		22,945
UBS AG Registered	235		16,040
Zurich Financial Services AG (b)	110		15,858
			77,258
United Kingdom 18.1%
Anglo American PLC	1,700		36,865
BP PLC Sponsored ADR	350		17,273
Boots Group PLC	750		9,266
Diageo PLC	1,600		20,989
Exel PLC	900		11,871
GlaxoSmithKline PLC Sponsored ADR	300		13,986
HSBC Holdings PLC	1,200		18,914
HSBC Holdings PLC	500		7,853
Lloyds TSB Group PLC	1,800		14,426
Reed Elsevier PLC	1,800		15,008
Royal Bank of Scotland PLC	800		23,560
Tesco PLC	7,600		34,978
United Utilities PLC (b)	1,200		10,617
Vodafone Group PLC	14,200		35,193
			270,799
Total Common Stocks (Cost $ 1,112,585)			1,439,462

39

SCHEDULES OF INVESTMENTS IN SECURITIES (continued) December 31, 2003

STRONG ADVISOR INTERNATIONAL CORE FUND (continued)

	Shares or Principal Amount		Value (Note 2)
Short-Term Investments (a) 2.9%
Repurchase Agreements
State Street Bank (Dated 12/31/03), 0.75%, Due 1/02/04 (Repurchase proceeds $43,102); Collateralized by: United States Government & Agency Issues (c)	$	43,100	$	43,100
Total Short-Term Investments (Cost $43,100)				43,100
Total Investments in Securities (Cost $1,155,685) 99.2%				1,482,562
Other Assets and Liabilities, Net 0.8%				11,962
Net Assets 100.0%			$	1,494,524

STRONG ADVISOR SELECT FUND

	Shares or Principal Amount	Value (Note 2)
Common Stocks 99.2%
Banks - Money Center 3.6%
Citigroup, Inc.	61,155	$	2,968,464
Commercial Services - Schools 4.1%
Career Education Corporation (b)	84,800		3,397,936
Computer - Local Networks 6.4%
Cisco Systems, Inc. (b)	163,850		3,979,916
Polycom, Inc. (b)	67,709		1,321,680
			5,301,596
Computer - Manufacturers 1.9%
Dell, Inc. (b)	45,675		1,551,123
Computer Software - Education/Entertainment 3.1%
Electronic Arts, Inc. (b)	53,600		2,561,008
Computer Software - Enterprise 1.0%
SAP AG Sponsored ADR	19,600		814,576
Diversified Operations 4.8%
Tyco International, Ltd.	149,180		3,953,270
Electronics - Miscellaneous Components 1.1%
Vishay Intertechnology, Inc. (b)	37,700		863,330
Electronics - Scientific Measuring 2.9%
Teradyne, Inc. (b)	93,000		2,366,850
Electronics - Semiconductor Manufacturing 11.0%
Intel Corporation	153,000		4,926,600
Taiwan Semiconductor Manufacturing Company, Ltd. Sponsored ADR (b)	311,900		3,193,856
Texas Instruments, Inc.	30,800		904,904
			9,025,360
Household - Consumer Electronics 3.8%
Harman International Industries, Inc.	42,730		3,161,165
Internet - Content 5.0%
Yahoo! Inc. (b)	90,910		4,106,405
Leisure - Gaming/Equipment 1.8%
International Game Technology	40,800	$	1,456,560
Leisure - Services 4.7%
Royal Caribbean Cruises, Ltd.	110,000		3,826,900
Leisure - Toys/Games/Hobby 7.4%
Marvel Enterprises, Inc. (b)	209,190		6,089,521
Media - Cable TV 4.8%
EchoStar Communications Corporation Class A (b)	116,820		3,971,880
Medical - Biomedical/Biotechnology 4.9%
Amgen, Inc. (b)	30,330		1,874,394
Genzyme Corporation (b)	43,800		2,161,092
			4,035,486
Medical - Ethical Drugs 2.0%
Medicis Pharmaceutical Corporation Class A	23,600		1,682,680
Medical - Generic Drugs 1.0%
Teva Pharmaceutical Industries, Ltd. ADR	14,030		795,641
Medical - Health Maintenance Organizations 3.8%
Anthem, Inc. (b)	41,480		3,111,000
Medical - Products 2.3%
Cyberonics, Inc. (b)	60,100		1,923,801
Medical - Systems/Equipment 0.8%
Varian Medical Systems, Inc. (b)	8,915		616,026
Oil & Gas - Drilling 5.4%
ENSCO International, Inc.	61,760		1,678,019
Nabors Industries, Ltd. (b)	66,935		2,777,803
			4,455,822
Oil & Gas - International Integrated 1.0%
Suncor Energy, Inc.	33,300		834,498
Retail/Wholesale - Building Products 2.4%
Lowe’s Companies, Inc.	36,300		2,010,657
Telecommunications - Wireless Services 4.1%
Nextel Communications, Inc. Class A (b)	119,800		3,361,588
Transportation - Airline 1.1%
AirTran Holdings, Inc. (b)	77,200		918,680
Trucks & Parts - Heavy Duty 3.0%
Navistar International Corporation (b)	50,600		2,423,234
Total Common Stocks (Cost $65,848,140)			81,585,057

40

STRONG ADVISOR SELECT FUND (continued)

	Shares or Principal Amount		Value (Note 2)
Short-Term Investments (a) 1.6%
Repurchase Agreements
ABN AMRO Inc. (Dated12/31/03), 0.95%, Due 1/02/2004 (Repurchase proceeds $200,011); Collateralized by: United States Government & Agency Issues (c)	$	200,000	$	200,000
State Street Bank (Dated 12/31/03), 0.75%, Due 1/02/04 (Repurchase proceeds $1,086,945); Collateralized by: United States Government & Agency Issues (c)		1,086,900		1,086,900
Total Short-Term Investments (Cost $ 1,286,900)				1,286,900
Total Investments in Securities (Cost $ 67,135,040) 100.8%				82,871,957
Other Assets and Liabilities, Net (0.8%)				(615,285	)
Net Assets 100.0%			$	82,256,672

STRONG ADVISOR TECHNOLOGY FUND

	Shares or Principal Amount	Value (Note 2)
Common Stocks 95.0%
Commercial Services - Security/Safety 2.9%
Mine Safety Appliances Company	800	$	63,608
Computer - Data Storage 4.7%
Overland Storage, Inc. (b)	1,000		18,800
Seagate Technology (b)	4,400		83,160
			101,960
Computer - Integrated Systems 1.7%
Stratasys, Inc. (b)	1,350		36,801
Computer - IT Services 5.8%
Computer Sciences Corporation (b)	800		35,384
International Business Machines Corporation	1,000		92,680
			128,064
Computer - Local Networks 5.7%
Brocade Communications Systems, Inc. (b)	5,100		29,478
Cisco Systems, Inc. (b)	1,400		34,006
Digi International, Inc. (b)	6,400		61,440
			124,924
Computer - Manufacturers 2.6%
Dell, Inc. (b)	1,700		57,732
Computer - Software Design 4.3%
MSC Software Corporation (b)	4,900		46,305
Magma Design Automation (b)	1,300		30,342
Nassda Corporation (b)	1,500		10,875
Verisity, Ltd. (b)	600		7,650
			95,172
Computer Software - Desktop 2.9%
Microsoft Corporation	2,300		63,342
Computer Software - Enterprise 1.4%
Nuance Communications, Inc. (b)	4,100		31,324
Computer Software - Financial 3.1%
Corillian Corporation (b)	6,300		39,753
DST Systems, Inc. (b)	650		27,144
			66,897
Computer Software - Security 2.5%
SafeNet, Inc. (b)	1,100	$	33,847
VeriSign, Inc. (b)	1,300		21,190
			55,037
Electronics - Military Systems 2.2%
DRS Technologies, Inc. (b)	1,700		47,226
Electronics - Miscellaneous Components 3.7%
Benchmark Electronics, Inc. (b)	2,300		80,063
Electronics - Scientific Measuring 1.2%
FEI Company (b)	1,200		27,000
Electronics - Semiconductor Manufacturing 25.1%
ARM Holdings PLC Sponsored ADR (b)	3,200		22,080
ASM International NV (b)	1,600		32,384
Asyst Technologies, Inc. (b)	1,500		26,025
IXYS Corporation (b)	3,300		30,855
Intel Corporation	2,600		83,720
LSI Logic Corporation (b)	5,100		45,237
Linear Technology Corporation	2,050		86,243
LogicVision, Inc. (b)	1,600		7,200
Photronics, Inc. (b)	2,100		41,832
Pixelworks, Inc. (b)	5,000		55,200
Sigma Designs, Inc. (b)	3,000		22,590
Texas Instruments, Inc.	2,400		70,512
Xilinx, Inc. (b)	700		27,118
			550,996
Internet - E*Commerce 2.9%
eBay, Inc. (b)	1,000		64,590
Internet - Network Security/Solutions 1.2%
RADWARE, Ltd. (b)	1,000		27,250
Internet - Software 7.0%
BEA Systems, Inc. (b)	1,600		19,680
DoubleClick, Inc. (b)	1,900		19,418
Embarcadero Technologies, Inc. (b)	1,800		28,710
F5 Networks, Inc. (b)	1,100		27,610
Marimba, Inc. (b)	10,700		58,850
			154,268
Medical - Biomedical/Biotechnology 2.8%
Gilead Sciences, Inc. (b)	600		34,884
Martek Biosciences Corporation (b)	400		25,988
			60,872
Medical - Genetics 2.5%
Diversa Corporation (b)	1,700		15,725
Genencor International, Inc. (b)	2,500		39,375
			55,100
Oil & Gas - Machinery/Equipment 1.1%
FMC Technologies, Inc. (b)	1,000		23,300
Telecommunications - Wireless Equipment 7.7%
Garmin, Ltd.	570		31,054
NMS Communications Corporation (b)	12,600		78,624
REMEC, Inc. (b)	2,500		21,025
Trimble Navigation, Ltd. (b)	1,000		37,240
			167,943
Total Common Stocks (Cost $ 1,761,108)			2,083,469

41

SCHEDULES OF INVESTMENTS IN SECURITIES (continued) December 31, 2003

STRONG ADVISOR TECHNOLOGY FUND (continued)

	Shares or Principal Amount		Value (Note 2)
Short-Term Investments (a) 1.0%
Repurchase Agreements
State Street Bank (Dated 12/31/03), 0.75%, Due 1/02/04 (Repurchase proceeds $21,901); Collateralized by: United States Government & Agency Issues (c)	$	21,900	$	21,900
Total Short-Term Investments (Cost $ 21,900)				21,900
Total Investments in Securities (Cost $ 1,783,008) 96.0%				2,105,369
Other Assets and Liabilities, Net 4.0%				88,122
Net Assets 100.0%			$	2,193,491

STRONG ADVISOR U.S. SMALL/MID CAP GROWTH FUND

	Shares or Principal Amount	Value (Note 2)
Common Stocks 98.7%
Auto/Truck - Original Equipment 1.7%
A.S.V., Inc. (b)	2,450	$	91,532
Building - Resident/Commercial 1.4%
Meritage Corporation (b)	1,200		79,572
Commercial Services - Miscellaneous 1.0%
Portfolio Recovery Associates, Inc. (b)	1,975		52,436
Commercial Services - Schools 4.7%
Career Education Corporation (b)	3,742		149,942
Corinthian Colleges, Inc. (b)	2,030		112,787
			262,729
Computer - IT Services 3.3%
Cognizant Technology Solutions Corporation (b)	1,725		78,729
SRA International, Inc. Class A (b)	2,430		104,733
			183,462
Computer - Local Networks 1.1%
Foundry Networks, Inc. (b)	2,235		61,150
Computer - Manufacturers 2.0%
Cray, Inc. (b)	11,235		111,564
Computer - Software Design 1.2%
Magma Design Automation (b)	2,745		64,068
Computer Software - Desktop 1.2%
Sonic Solutions (b)	4,500		68,850
Computer Software - Medical 5.8%
Cerner Corporation (b)	2,345		88,758
eResearch Technology, Inc. (b)	4,602		116,983
IDX Systems Corporation (b)	4,385		117,606
			323,347
Computer Software - Security 2.0%
Netscreen Technologies, Inc. (b)	4,405		109,024
Electronics - Contract Manufacturing 1.2%
TTM Technologies, Inc. (b)	3,900		65,832
Electronics - Miscellaneous Components 1.0%
Applied Films Corporation (b)	1,665		54,978
Electronics - Scientific Measuring 1.0%
Cognex Corporation	1,975		55,774
Electronics - Semiconductor Manufacturing 20.6%
Cabot Microelectronics Corporation (b)	1,020	$	49,980
Cree, Inc. (b)	6,435		113,835
Cymer, Inc. (b)	1,060		48,961
ESS Technology, Inc. (b)	6,805		115,753
Integrated Circuit Systems, Inc. (b)	1,765		50,285
Integrated Silicon Solution, Inc. (b)	6,880		107,810
Lexar Media, Inc. (b)	7,035		122,620
OmniVision Technologies, Inc. (b)	1,855		102,489
Power Integrations, Inc. (b)	1,500		50,190
Rudolph Technologies, Inc. (b)	4,180		102,577
SanDisk Corporation (b)	2,170		132,674
Trident Microsystems, Inc. (b)	8,258		143,846
			1,141,020
Finance - Consumer/Commercial Loans 1.5%
United Panam Financial Corporation (b)	4,860		81,211
Financial Services - Miscellaneous 2.0%
Investors Financial Services Corporation	2,815		108,124
Insurance - Property/Casualty/Title 1.5%
ProAssurance Corporation (b)	2,520		81,018
Internet - E*Commerce 3.2%
Netflix, Inc. (b)	2,350		128,521
University of Phoenix Online (b)	715		49,285
			177,806
Internet - Internet Service Provider 1.9%
United Online, Inc. (b)	6,160		103,426
Internet - Network Security/Solutions 0.7%
iPass, Inc. (b)	2,465		39,514
Medical - Biomedical/Biotechnology 1.5%
Ciphergen Biosystems, Inc. (b)	7,530		84,637
Medical - Drug/Diversified 2.0%
Salix Pharmaceuticals, Ltd. (b)	4,955		112,330
Medical - Generic Drugs 2.4%
American Pharmaceutical Partners, Inc. (b)	3,900		131,040
Medical - Nursing Homes 4.1%
Odyssey Healthcare, Inc. (b)	3,667		107,296
VistaCare, Inc. Class A (b)	3,400		119,510
			226,806
Medical - Products 3.0%
EPIX Medical, Inc. (b)	4,470		72,772
I-Flow Corporation (b)	6,830		95,005
			167,777
Medical/Dental - Services 2.9%
American Healthways, Inc. (b)	6,770		161,600
Oil & Gas - United States Exploration & Production 3.1%
Evergreen Resources, Inc. (b)	1,995		64,857
Penn Virginia Corporation	1,930		107,404
			172,261
Retail - Clothing/Shoes 3.6%
Hot Topic, Inc. (b)	3,715		109,444
Pacific Sunwear of California (b)	4,372		92,337
			201,781

42

STRONG ADVISOR U.S. SMALL/MID CAP GROWTH FUND (continued)

	Shares or Principal Amount		Value (Note 2)
Retail - Miscellaneous 2.2%
Sharper Image Corporation (b)		3,665	$	119,662
Retail - Restaurants 2.6%
Chicago Pizza & Brewery, Inc. (b)		5,800		86,536
P.F. Chang’s China Bistro, Inc. (b)		1,060		53,933
				140,469
Retail/Wholesale - Building Products 2.7%
Tractor Supply Company (b)		3,850		149,726
Telecommunications - Wireless Equipment 3.1%
UTStarcom, Inc. (b)		4,680		173,488
Telecommunications - Wireless Services 3.1%
Alamosa Holdings, Inc. (b)		20,670		82,887
Nextel Communications, Inc. Class A (b)		3,240		90,914
				173,801
Transportation - Truck 2.4%
J.B. Hunt Transport Services, Inc. (b)		4,885		131,944
Total Common Stocks (Cost $4,565,668)				5,463,759
Short-Term Investments (a) 3.0%
Repurchase Agreements
State Street Bank (Dated 12/31/03), 0.75%, Due 1/02/04 (Repurchase proceeds $166,907); Collateralized by: United States Government & Agency Issues (c)	$	166,900		166,900
Total Short-Term Investments (Cost $166,900)				166,900
Total Investments in Securities (Cost $4,732,568) 101.7%				5,630,659
Other Assets and Liabilities, Net (1.7%)				(93,456	)
Net Assets 100.0%			$	5,537,203

STRONG ADVISOR UTILITIES AND ENERGY FUND

	Shares or Principal Amount		Value (Note 2)
Common Stocks 92.0%
Chemicals - Specialty 4.5%
Ashland, Inc.		10,500	$	462,630
Oil & Gas - Drilling 2.5%
Nabors Industries, Ltd. (b)		6,200		257,300
Oil & Gas - Field Services 1.6%
Halliburton Company		6,500		169,000
Oil & Gas - International Integrated 18.9%
BP PLC Sponsored ADR		10,000		493,500
ConocoPhillips		9,600		629,472
Exxon Mobil Corporation		4,200		172,200
Royal Dutch Petroleum Company - New York Shares		6,400		335,296
Total SA Sponsored ADR		3,400		314,534
				1,945,002
Oil & Gas - Machinery/Equipment 1.7%
Weatherford International, Ltd. (b)		5,000		180,000
Oil & Gas - United States Exploration & Production 3.1%
Anadarko Petroleum Corporation		2,500	$	127,525
Devon Energy Corporation		500		28,630
Occidental Petroleum Corporation		4,000		168,960
				325,115
Oil & Gas - United States Integrated 2.4%
Questar Corporation		7,000		246,050
Telecommunications - Services 4.4%
ALLTEL Corporation		3,000		139,740
BellSouth Corporation		4,000		113,200
SBC Communications, Inc.		3,500		91,245
Verizon Communications, Inc.		3,000		105,240
				449,425
Telecommunications - Services Foreign 1.9%
BCE, Inc.		9,000		201,240
Telecommunications - Wireless Services 0.5%
AT&T Wireless Services, Inc. (b)		6,000		47,940
Utility - Electric Power 33.1%
The AES Corporation (b)		3,000		28,320
Calpine Corporation (b)		64,000		307,840
Constellation Energy Group, Inc.		26,000		1,018,160
Dominion Resources, Inc.		8,500		542,555
Duke Energy Corporation		9,000		184,050
Exelon Corporation		7,000		464,520
FPL Group, Inc.		6,000		392,520
FirstEnergy Corporation		3,500		123,200
Public Service Enterprise Group, Inc.		8,000		350,400
				3,411,565
Utility - Gas Distribution 17.4%
Equitable Resources, Inc.		1,300		55,796
ONEOK, Inc.		35,500		783,840
Sempra Energy		19,000		571,140
South Jersey Industries, Inc.		3,600		145,800
UGI Corporation		7,000		237,300
				1,793,876
Total Common Stocks (Cost $7,950,630)				9,489,143
Short-Term Investments (a) 8.0%
Repurchase Agreements
State Street Bank (Dated 12/31/03), 0.75%, Due 1/02/04 (Repurchase proceeds $823,334); Collateralized by: United States Government & Agency Issues (c)	$	823,300		823,300
Total Short-Term Investments (Cost $823,300)				823,300
Total Investments in Securities (Cost $8,773,930) 100.0%				10,312,443
Other Assets and Liabilities, Net 0.0%				2,364
Net Assets 100.0%			$	10,314,807

43

SCHEDULES OF INVESTMENTS IN SECURITIES (continued) December 31, 2003

STRONG ADVISOR LARGE COMPANY CORE FUND

	Shares or Principal Amount	Value (Note 2)
Common Stocks 99.5%
Banks - Money Center 7.1%
Bank of America Corporation	24,300	$	1,954,449
Citigroup, Inc.	82,300		3,994,842
J.P. Morgan Chase & Company	63,000		2,313,990
			8,263,281
Beverages - Alcoholic 2.6%
Anheuser-Busch Companies, Inc.	57,800		3,044,904
Building - Heavy Construction 1.7%
Chicago Bridge & Iron Company NV	68,000		1,965,200
Building - Resident/Commercial 1.6%
Lennar Corporation Class A	20,000		1,920,000
Computer - IT Services 1.7%
International Business Machines Corporation	21,500		1,992,620
Computer - Local Networks 2.2%
Cisco Systems, Inc. (b)	104,500		2,538,305
Computer - Manufacturers 1.7%
Dell, Inc. (b)	56,800		1,928,928
Computer Software - Desktop 3.6%
Microsoft Corporation	152,000		4,186,080
Computer Software - Enterprise 1.0%
VERITAS Software Corporation (b)	30,500		1,133,380
Diversified Operations 5.5%
3M Co.	29,800		2,533,894
General Electric Company	124,050		3,843,069
			6,376,963
Electronics - Military Systems 2.0%
L-3 Communications Corporation (b)	46,000		2,362,560
Electronics - Semiconductor Manufacturing 5.6%
Applied Materials, Inc. (b)	58,500		1,313,325
Intel Corporation	106,500		3,429,300
NVIDIA Corporation (b)	79,000		1,836,750
			6,579,375
Finance - Index Tracking Funds 1.0%
MSCI I Shares Emerging Markets Index	7,000		1,147,510
Finance - Investment Brokers 1.5%
The Goldman Sachs Group, Inc.	18,600		1,836,378
Finance - Savings & Loan 1.0%
Washington Mutual, Inc.	29,200		1,171,504
Financial Services - Miscellaneous 2.1%
American Express Company	50,100		2,416,323
Food - Dairy Products 2.4%
Dean Foods Company (b)	84,450		2,775,872
Food - Miscellaneous Preparation 2.3%
PepsiCo, Inc.	57,685		2,689,275
Insurance - Brokers 1.5%
Willis Group Holdings, Ltd.	51,000		1,737,570
Insurance - Diversified 3.2%
American International Group, Inc.	56,650	$	3,754,762
Insurance - Property/Casualty/Title 4.0%
The Allstate Corporation	69,000		2,968,380
Radian Group, Inc.	35,000		1,706,250
			4,674,630
Internet - E*Commerce 1.8%
InterActiveCorp (b)	61,600		2,090,088
Media - Cable TV 1.8%
Comcast Corporation Class A (b)	62,500		2,054,375
Media - Radio/TV 2.1%
Viacom, Inc. Class B	54,000		2,396,520
Medical - Biomedical/Biotechnology 4.6%
Amgen, Inc. (b)	43,300		2,675,940
Medimmune, Inc. (b)	55,300		1,404,620
Nektar Therapeutics (b)	96,000		1,306,560
			5,387,120
Medical - Ethical Drugs 4.9%
Merck & Company, Inc.	39,000		1,801,800
Pfizer, Inc.	109,670		3,874,641
			5,676,441
Medical - Generic Drugs 3.5%
Barr Laboratories, Inc. (b)	21,000		1,615,950
Teva Pharmaceutical Industries, Ltd. ADR	43,700		2,478,227
			4,094,177
Metal Ores - Miscellaneous 2.6%
Freeport-McMoran Copper & Gold, Inc. Class B	72,700		3,062,851
Metal Products - Fasteners 1.6%
Illinois Tool Works, Inc.	22,800		1,913,148
Oil & Gas - International Integrated 3.6%
BP PLC Sponsored ADR	46,600		2,299,710
Exxon Mobil Corporation	46,248		1,896,168
			4,195,878
Oil & Gas - United States Exploration &
Production 2.0%
Devon Energy Corporation	41,808		2,393,926
Retail - Major Discount Chains 1.5%
Wal-Mart Stores, Inc.	33,200		1,761,260
Retail/Wholesale - Building Products 2.0%
Lowe’s Companies, Inc.	42,000		2,326,380
Retail/Wholesale - Jewelry 2.0%
Tiffany & Company	51,500		2,327,800
Soap & Cleaning Preparations 2.0%
The Procter & Gamble Company	23,000		2,297,240
Telecommunications - Services 1.4%
AT&T Corporation	84,000		1,705,200
Telecommunications - Wireless
Equipment 1.9%
Nokia Corporation Sponsored ADR	132,000		2,244,000
Telecommunications - Wireless Services 2.0%
Nextel Communications, Inc. Class A (b)	84,000		2,357,040

44

STRONG ADVISOR LARGE COMPANY CORE FUND (continued)

	Shares or Principal Amount		Value (Note 2)
Utility - Electric Power 1.6%
The AES Corporation (b)		193,000	$	1,821,920
Utility - Gas Distribution 1.3%
Equitable Resources, Inc.		35,200		1,510,784
Total Common Stocks (Cost $103,054,530)				116,111,568
Short-Term Investments (a) 0.7%
Repurchase Agreements
State Street Bank (Dated 12/31/03), 0.75%, Due 1/02/04 (Repurchase proceeds $856,436); Collateralized by: United States Government & Agency Issues (c)	$	856,400		856,400
Total Short-Term Investments (Cost $856,400)				856,400
Total Investments in Securities (Cost $103,910,930) 100.2%				116,967,968
Other Assets and Liabilities, Net (0.2%)				(262,709	)
Net Assets 100.0%			$	116,705,259

CURRENCY ABBREVIATIONS

CAD —  CanadianDollars

CHF  —  SwissFranc

JPY   —  Japanese Yen

LEGEND

(a) Short-term investments include any security which has a remaining maturity of less than one year and investments in money market funds.

(b) Non-income producing security.

(c) See Note 2(J) of Notes to Financial Statements.

(d) Affiliated Issuer (See Note 9 of Notes to Financial Statements.)

(e) All or a portion of these securities are held in conjuction with open written option contracts.

(f) See Note 2(K) of Notes to Financial Statements.

(g) Restricted and Illiquid security.

(h) Security trades in foreign currency and is converted to U.S. dollars daily using current exchange rates.

Percentages are stated as a percent of net assets.

See Notes to Financial Statements.

45

STATEMENTS OF ASSETS AND LIABILITIES

December 31, 2003

	(In Thousands)
	Strong Advisor Common Stock Fund			Strong Advisor Mid Cap Growth Fund		Strong Advisor Small Cap Value Fund
Assets:
Investments in Securities, at Value Unaffiliated Issuers (Cost of $ 1,183,110, $58,232 and $1,288,073, respectively)	$	1,627,407		$	74,722	$	1,742,313
Affiliated Issuers (Cost of $0, $0 and $237,009, respectively)		—			—		402,501
Receivable for Securities Sold		15,239			326		8,939
Receivable for Fund Shares Sold		280			—		1,976
Dividends and Interest Receivable		858			9		336
Other Assets		83			36		26
Total Assets		1,643,867			75,093		2,156,091
Liabilities:
Payable for Securities Purchased		—			1,217		6,890
Written Options, at Value (Premiums Received of $0, $0 and $7,843, respectively)		—			—		9,727
Payable for Fund Shares Redeemed		4,351			51		13,162
Payable Upon Return of Securities on Loan		48,053			2,463		—
Accrued Operating Expenses and Other Liabilities		485			45		543
Total Liabilities		52,889			3,776		30,322
Net Assets	$	1,590,978		$	71,317	$	2,125,769
Net Assets Consist of:
Capital Stock (Par Value and Paid-in Capital)	$	1,260,769		$	173,602	$	1,495,127
Undistributed Net Investment Income (Loss)		—			—		—
Undistributed Net Realized Gain (Loss)		(114,097	)		(118,775)		12,794
Net Unrealized Appreciation (Depreciation)		444,306			16,490		617,848
Net Assets	$	1,590,978		$	71,317	$	2,125,769

See Notes to Financial Statements.

46

STATEMENTS OF ASSETS AND LIABILITIES (continued)

December 31, 2003

	Strong Advisor Common Stock Fund		Strong Advisor Mid Cap Growth Fund		Strong Advisor Small Cap Value Fund
Class A ($ and shares in full)
Net Assets	$	81,067,925	$	9,866,845	$	673,580,278
Capital Shares Outstanding (Unlimited Number Authorized)		3,688,643		842,184		24,584,538
Net Asset Value Per Share	$	21.98	$	11.72	$	27.40
Public Offering Price Per Share
($21.98 divided by .9425, $11.72 divided by .9425 and $27.40 divided by .9425, respectively)	$	23.32	$	12.44	$	29.07
Class B ($ and shares in full)
Net Assets	$	38,829,539	$	2,914,146	$	126,152,001
Capital Shares Outstanding (Unlimited Number Authorized)		1,803,432		254,256		4,709,714
Net Asset Value Per Share	$	21.53	$	11.46	$	26.79
Class C ($ and shares in full)
Net Assets	$	34,025,065	$	784,318	$	158,941,842
Capital Shares Outstanding (Unlimited Number Authorized)		1,580,162		68,455		5,924,252
Net Asset Value Per Share	$	21.53	$	11.46	$	26.83
Class Z ($ and shares in full)
Net Assets	$	1,437,055,093	$	57,751,237	$	1,167,094,493
Capital Shares Outstanding (Unlimited Number Authorized)		64,865,229		4,943,174		42,388,276
Net Asset Value Per Share	$	22.15	$	11.68	$	27.53

See Notes to Financial Statements.

47

STATEMENTS OF ASSETS AND LIABILITIES (continued)

December 31, 2003

	(In Thousands)
	Strong Advisor U.S. Value Fund
Assets:
Investments in Securities, at Value (Cost of $214,801)	$	263,524
Receivable for Fund Shares Sold		37
Dividends and Interest Receivable		442
Other Assets		34
Total Assets		264,037
Liabilities:
Payable for Fund Shares Redeemed		79
Payable Upon Return of Securities on Loan		3,584
Accrued Operating Expenses and Other Liabilities		103
Total Liabilities		3,766
Net Assets	$	260,271
Net Assets Consist of:
Capital Stock (Par Value and Paid-in Capital)	$	216,792
Undistributed Net Investment Income (Loss)		19
Undistributed Net Realized Gain (Loss)		(5,263	)
Net Unrealized Appreciation (Depreciation)		48,723
Net Assets	$	260,271

See Notes to Financial Statements.

48

STATEMENTS OF ASSETS AND LIABILITIES (continued)

December 31, 2003

	Strong Advisor U.S. Value Fund
Class A ($ and shares in full)
Net Assets	$	4,751,796
Capital Shares Outstanding (Unlimited Number Authorized)		269,270
Net Asset Value Per Share	$	17.65
Public Offering Price Per Share ($17.65 divided by .9425)	$	18.73
Class B ($ and shares in full)
Net Assets	$	4,958,283
Capital Shares Outstanding (Unlimited Number Authorized)		281,040
Net Asset Value Per Share	$	17.64
Class C ($ and shares in full)
Net Assets	$	4,229,825
Capital Shares Outstanding (Unlimited Number Authorized)		240,859
Net Asset Value Per Share	$	17.56
Class K ($ and shares in full)
Net Assets	$	87,368,006
Capital Shares Outstanding (Unlimited Number Authorized)		4,987,799
Net Asset Value Per Share	$	17.52
Class Z ($ and shares in full)
Net Assets	$	158,963,271
Capital Shares Outstanding (Unlimited Number Authorized)		8,943,815
Net Asset Value Per Share	$	17.77

See Notes to Financial Statements.

49

STATEMENTS OF ASSETS AND LIABILITIES (continued)

December 31, 2003

	(In Thousands, Except As Noted)
	Strong Advisor Endeavor Large Cap Fund			Strong Advisor Focus Fund			Strong Advisor International Core Fund
Assets:
Investments in Securities, at Value (Cost of $31,434, $2,395 and $1,156, respectively)	$	37,907		$	3,135		$	1,483
Receivable for Securities Sold		213			11			—
Dividends and Interest Receivable		16			—			2
Other Assets		26			22			16
Total Assets		38,162			3,168			1,501
Liabilities:
Payable for Securities Purchased		296			27			—
Payable for Fund Shares Redeemed		—			13			—
Short-Term Borrowings on Line of Credit		100			—			—
Accrued Operating Expenses and Other Liabilities		16			8			6
Total Liabilities		412			48			6
Net Assets	$	37,750		$	3,120		$	1,495
Net Assets Consist of:
Capital Stock (Par Value and Paid-in Capital)	$	37,139		$	6,955		$	1,206
Undistributed Net Investment Income (Loss)		—			—			2
Undistributed Net Realized Gain (Loss)		(5,862	)		(4,575	)		(40	)
Net Unrealized Appreciation (Depreciation)		6,473			740			327
Net Assets	$	37,750		$	3,120		$	1,495
Class A ($ and shares in full)
Net Assets	$	36,601,078		$	1,584,860		$	584,791
Capital Shares Outstanding (Unlimited Number Authorized)		3,631,071			264,703			50,992
Net Asset Value Per Share	$	10.08		$	5.99		$	11.47
Public Offering Price Per Share ($10.08 divided by .9425, $5.99 divided by .9425 and $11.47 divided by .9425, respectively)	$	10.69		$	6.36		$	12.17
Class B ($ and shares in full)
Net Assets	$	719,235		$	1,204,864		$	726,636
Capital Shares Outstanding (Unlimited Number Authorized)		72,140			205,087			63,478
Net Asset Value Per Share	$	9.97		$	5.87		$	11.45
Class C ($ and shares in full)
Net Assets	$	430,156		$	330,450		$	183,097
Capital Shares Outstanding (Unlimited Number Authorized)		43,141			56,259			16,013
Net Asset Value Per Share	$	9.97		$	5.87		$	11.43

See Notes to Financial Statements.

50

STATEMENTS OF ASSETS AND LIABILITIES (continued)

December 31, 2003

	(In Thousands, Except As Noted)
	Strong Advisor Select Fund			Strong Advisor Technology Fund			Strong Advisor U.S.  Small/Mid Cap Growth Fund
Assets:
Investments in Securities, at Value (Cost of $67,135, $1,783 and $4,733, respectively)	$	82,872		$	2,105		$	5,631
Receivable for Securities Sold		—			175			—
Receivable for Fund Shares Sold		4			—			14
Dividends and Interest Receivable		40			—			—
Other Assets		19			22			9
Total Assets		82,935			2,302			5,654
Liabilities:
Payable for Securities Purchased		640			—			110
Payable for Fund Shares Redeemed		14			5			—
Short-Term Borrowings on Line of Credit		—			100			—
Accrued Operating Expenses and Other Liabilities		24			4			7
Total Liabilities		678			109			117
Net Assets	$	82,257		$	2,193		$	5,537
Net Assets Consist of:
Capital Stock (Par Value and Paid-in Capital)	$	72,493		$	2,634		$	4,886
Undistributed Net Investment Income (Loss)		—			—			—
Undistributed Net Realized Gain (Loss)		(5,973	)		(763	)		(247	)
Net Unrealized Appreciation (Depreciation)		15,737			322			898
Net Assets	$	82,257		$	2,193		$	5,537
Class A ($ and shares in full)
Net Assets	$	81,190,076		$	1,318,067		$	2,911,932
Capital Shares Outstanding (Unlimited Number Authorized)		9,715,649			177,407			260,295
Net Asset Value Per Share	$	8.36		$	7.43		$	11.19
Public Offering Price Per Share ($8.36 divided by .9425, $7.43 divided by .9425 and $11.19 divided by .9425, respectively)	$	8.87		$	7.88		$	11.87
Class B ($ and shares in full)
Net Assets	$	622,212		$	567,026		$	1,121,287
Capital Shares Outstanding (Unlimited Number Authorized)		76,108			77,427			100,272
Net Asset Value Per Share	$	8.18		$	7.32		$	11.18
Class C ($ and shares in full)
Net Assets	$	444,384		$	308,398		$	1,503,984
Capital Shares Outstanding (Unlimited Number Authorized)		54,346			42,253			134,380
Net Asset Value Per Share	$	8.18		$	7.30		$	11.19

See Notes to Financial Statements.

51

STATEMENTS OF ASSETS AND LIABILITIES (continued)

December 31, 2003

	(In Thousands, Except As Noted)
	Strong Advisor Utilities and Energy Fund
Assets:
Investments in Securities, at Value (Cost of $ 8,774)	$	10,312
Receivable for Securities Sold		39
Receivable for Fund Shares Sold		60
Dividends and Interest Receivable		20
Other Assets		13
Total Assets		10,444
Liabilities:
Payable for Securities Purchased		91
Payable for Fund Shares Redeemed		31
Accrued Operating Expenses and Other Liabilities		7
Total Liabilities		129
Net Assets	$	10,315
Net Assets Consist of:
Capital Stock (Par Value and Paid-in Capital)	$	9,222
Undistributed Net Investment Income (Loss)		1
Undistributed Net Realized Gain (Loss)		(446	)
Net Unrealized Appreciation (Depreciation)		1,538
Net Assets	$	10,315
Class A ($ and shares in full)
Net Assets	$	9,878,093
Capital Shares Outstanding (Unlimited Number Authorized)		929,689
Net Asset Value Per Share	$	10.63
Public Offering Price Per Share
($10.63 divided by .9425)	$	11.28
Class B ($ and shares in full)
Net Assets	$	178,028
Capital Shares Outstanding (Unlimited Number Authorized)		16,736
Net Asset Value Per Share	$	10.64
Class C ($ and shares in full)
Net Assets	$	258,686
Capital Shares Outstanding (Unlimited Number Authorized)		24,358
Net Asset Value Per Share	$	10.62

See Notes to Financial Statements.

52

STATEMENTS OF ASSETS AND LIABILITIES (continued)

December 31, 2003

	(In Thousands, Except As Noted)
	Strong Advisor Large Company Core Fund
Assets:
Investments in Securities, at Value (Cost of $103,911)	$	116,968
Receivable for Securities Sold		2,554
Receivable for Fund Shares Sold		133
Dividends and Interest Receivable		97
Other Assets		15
Total Assets		119,767
Liabilities:
Payable for Securities Purchased		2,924
Payable for Fund Shares Redeemed		106
Accrued Operating Expenses and Other Liabilities		32
Total Liabilities		3,062
Net Assets	$	116,705
Net Assets Consist of:
Capital Stock (Par Value and Paid-in Capital)	$	102,972
Undistributed Net Investment Income (Loss)		—
Undistributed Net Realized Gain (Loss)		676
Net Unrealized Appreciation (Depreciation)		13,057
Net Assets	$	116,705
Class A ($ and shares in full)
Net Assets	$	67,462,503
Capital Shares Outstanding (Unlimited Number Authorized)		6,242,620
Net Asset Value Per Share	$	10.81
Public Offering Price Per Share ($10.81 divided by .9425)	$	11.47
Class B ($ and shares in full)
Net Assets	$	7,558,779
Capital Shares Outstanding (Unlimited Number Authorized)		707,189
Net Asset Value Per Share	$	10.69
Class C ($ and shares in full)
Net Assets	$	6,311,569
Capital Shares Outstanding (Unlimited Number Authorized)		590,559
Net Asset Value Per Share	$	10.69
Class K ($ and shares in full)
Net Assets	$	35,372,408
Capital Shares Outstanding (Unlimited Number Authorized)		3,262,868
Net Asset Value Per Share	$	10.84

See Notes to Financial Statements.

53

STATEMENTS OF OPERATIONS

For the Year Ended December 31, 2003

	(In Thousands)
	Strong Advisor Common Stock Fund			Strong Advisor Mid Cap Growth Fund			Strong Advisor Small Cap Value Fund
Income:
Dividends – Unaffiliated Issuers (net of foreign withholding taxes of $81, $4 and $416, respectively)	$	13,001		$	243		$	13,372
Dividends – Affiliated Issuers		619			—			989
Interest		1,042			28			940
Total Income		14,662			271			15,301
Expenses (Note 4):
Investment Advisory Fees		11,794			642			11,577
Administrative Fees		4,719			256			4,632
Custodian Fees		97			17			157
Shareholder Servicing Costs		3,928			421			4,070
Reports to Shareholders		447			89			392
12b-1 Fees		742			61			3,381
Other		443			87			457
Total Expenses before Expense Offsets		22,170			1,573			24,666
Expense Offsets		(218	)		(84	)		(267	)
Expenses, Net		21,952			1,489			24,399
Net Investment Income (Loss)		(7,290	)		(1,218	)		(9,098	)
Realized and Unrealized Gain (Loss):
Net Realized Gain (Loss) on:
Investments		70,630			10,253			85,409
Foreign Currencies		(6	)		—			—
Futures Contracts		—			947			—
Written Options		5,419			(41	)		(2,777	)
Net Realized Gain (Loss)		76,043			11,159			82,632
Net Change in Unrealized Appreciation/Depreciation on:
Investments		452,630			16,288			598,145
Foreign Currencies		9			—			—
Written Options		(1,989	)		—			(2,502	)
Net Change in Unrealized Appreciation/Depreciation		450,650			16,288			595,643
Net Gain (Loss) on Investments		526,693			27,447			678,275
Net Increase (Decrease) in Net Assets Resulting from Operations	$	519,403		$	26,229		$	669,177

See Notes to Financial Statements.

54

STATEMENTS OF OPERATIONS (continued)

For the Year Ended December 31, 2003

	(In Thousands)
	Strong Advisor U.S. Value Fund
Income:
Dividends	$	5,123
Interest		70
Total Income		5,193
Expenses (Note 4):
Investment Advisory Fees		1,206
Administrative Fees		649
Custodian Fees		14
Shareholder Servicing Costs		1,087
Reports to Shareholders		242
12b-1 Fees		67
Other		144
Total Expenses before Expense Offsets		3,409
Expense Offsets		(80	)
Expenses, Net		3,329
Net Investment Income (Loss)		1,864
Realized and Unrealized Gain (Loss):
Net Realized Gain (Loss) on Investments		11,073
Net Change in Unrealized Appreciation/Depreciation on Investments		49,990
Net Gain (Loss) on Investments		61,063
Net Increase (Decrease) in Net Assets Resulting from Operations	$	62,927

See Notes to Financial Statements.

55

STATEMENTS OF OPERATIONS (continued)

For the Year Ended December 31, 2003

	(In Thousands)
	Strong Advisor Endeavor Large Cap Fund			Strong Advisor Focus Fund			Strong Advisor International Core Fund
Income:
Dividends (net of foreign withholding taxes of $1, $0 and $2, respectively)	$	249		$	9		$	21
Interest		11			1			1
Total Income		260			10			22
Expenses (Note 4):
Investment Advisory Fees		261			27			8
Administrative Fees		104			11			3
Custodian Fees		8			8			18
Shareholder Servicing Costs		70			7			2
12b-1 Fees		94			21			8
Professional Fees		17			13			15
Federal and State Registration Fees		33			28			34
Other		10			6			3
Total Expenses before Expense Offsets		597			121			91
Expense Offsets		(32	)		(64	)		(91	)
Expenses, Net		565			57			—
Net Investment Income (Loss)		(305	)		(47	)		22
Realized and Unrealized Gain (Loss):
Net Realized Gain (Loss) on:
Investments		3,624			233			(12	)
Written Options		—			(8	)		—
Net Realized Gain (Loss)		3,624			225			(12	)
Net Change in Unrealized Appreciation/Depreciation on Investments		6,766			615			342
Net Gain (Loss) on Investments		10,390			840			330
Net Increase (Decrease) in Net Assets Resulting from Operations	$	10,085		$	793		$	352

See Notes to Financial Statements.

56

STATEMENTS OF OPERATIONS (continued)

For the Year Ended December 31, 2003

	(In Thousands)
	Strong Advisor Select Fund			Strong Advisor Technology Fund			Strong Advisor U.S. Small/Mid Cap Growth Fund
Income:
Dividends (net of foreign withholding taxes of $4, $0 and $0, respectively)	$	384		$	7		$	—
Interest		24			1			1
Total Income		408			8			1
Expenses (Note 4 ):
Investment Advisory Fees		545			16			19
Administrative Fees		218			7			7
Custodian Fees		9			1			5
Shareholder Servicing Costs		146			4			5
12b-1 Fees		188			10			16
Professional Fees		20			13			10
Federal and State Registration Fees		36			29			42
Other		19			3			1
Total Expenses before Expense Offsets		1,181			83			105
Expenses Offsets		(28	)		(36	)		(46	)
Expenses, Net		1,153			47			59
Net Investment Income (Loss)		(745	)		(39	)		(58	)
Realized and Unrealized Gain (Loss):
Net Realized Gain (Loss) on Investments		8,935			435			(68	)
Net Change in Unrealized Appreciation/Depreciation on Investments		15,584			787			890
Net Gain (Loss) on Investments		24,519			1,222			822
Net Increase (Decrease) in Net Assets Resulting from Operations	$	23,774		$	1,183		$	764

See Notes to Financial Statements.

57

STATEMENTS OF OPERATIONS (continued)

For the Year Ended December 31, 2003

	(In Thousands)
	Strong Advisor Utilities and Energy Fund
Income:
Dividends (net of foreign withholding taxes of $6)	$	417
Interest		9
Total Income		426
Expenses (Note 4):
Investment Advisory Fees		95
Administrative Fees		38
Custodian Fees		9
Shareholder Servicing Costs		25
12b-1 Fees		34
Federal and State Registration Fees		30
Other		12
Total Expenses before Expense Offsets		243
Expense Offsets		(2	)
Expenses, Net		241
Net Investment Income (Loss)		185
Realized and Unrealized Gain (Loss):
Net Realized Gain (Loss) on Investments		134
Net Change in Unrealized Appreciation/Depreciation on Investments		1,523
Net Gain (Loss) on Investments		1,657
Net Increase (Decrease) in Net Assets Resulting from Operations	$	1,842

See Notes to Financial Statements.

58

STATEMENTS OF OPERATIONS (continued)

For the Year Ended December 31, 2003

	(In Thousands)
	Strong Advisor Large Company Core Fund
Income:
Dividends (net of foreign withholding taxes of $7)	$	948
Interest		32
Total Income		980
Expenses (Note 4):
Investment Advisory Fees		510
Administrative Fees		193
Custodian Fees		9
Shareholder Servicing Costs		136
Reports to Shareholders		16
12b-1 Fees		174
Federal and State Registration Fees		95
Other		18
Total Expenses before Expense Offsets		1,151
Expense Offsets		(194	)
Expenses, Net		957
Net Investment Income (Loss)		23
Realized and Unrealized Gain (Loss):
Net Realized Gain (Loss) on Investments		2,100
Net Change in Unrealized Appreciation/Depreciation on Investments		13,076
Net Gain (Loss) on Investments		15,176
Net Increase (Decrease) in Net Assets Resulting from Operations	$	15,199

See Notes to Financial Statements.

59

STATEMENTS OF CHANGES IN NET ASSETS

	(In Thousands)
	Strong Advisor Common Stock Fund						Strong Advisor Mid Cap Growth Fund
	Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002			Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002
Operations:
Net Investment Income (Loss)	$	(7,290	)	$	(5,135	)	$	(1,218	)	$	(1,515	)
Net Realized Gain (Loss)		76,043			(77,920	)		11,159			(38,031	)
Net Change in Unrealized Appreciation/Depreciation		450,650			(286,461	)		16,288			(10,240	)
Net Increase (Decrease) in Net Assets Resulting from Operations		519,403			(369,516	)		26,229			(49,786	)
Capital Share Transactions (Note 8):
Net Increase (Decrease) in Net Assets from Capital Share Transactions		(384,712	)		65,320			(29,181	)		(16,104	)
Total Increase (Decrease) in Net Assets		134,691			(304,196	)		(2,952	)		(65,890	)
Net Assets:
Beginning of Year		1,456,287			1,760,483			74,269			140,159
End of Year	$	1,590,978		$	1,456,287		$	71,317		$	74,269
Undistributed Net Investment Income (Loss)	$	—		$	—		$	—		$	—

	Strong Advisor Small Cap Value Fund
	Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002
Operations:
Net Investment Income (Loss)	$	(9,098	)	$	794
Net Realized Gain (Loss)		82,632			(13,119	)
Net Change in Unrealized Appreciation/Depreciation		595,643			(84,823	)
Net Increase (Decrease) in Net Assets Resulting from Operations		669,177			(97,148	)
Distributions:
From Net Investment Income:
Class A		(248	)		—
Class B		(48	)		—
Class C		(61	)		—
Class Z		(436	)		—
From Net Realized Gains:
Class A		(15,533	)		—
Class B		(2,975	)		—
Class C		(3,815	)		—
Class Z		(27,278	)		—
Total Distributions		(50,394	)		—
Capital Share Transactions (Note 8):
Net Increase (Decrease) in Net Assets from Capital Share Transactions		339,695			475,362
Total Increase (Decrease) in Net Assets		958,478			378,214
Net Assets:
Beginning of Year		1,167,291			789,077
End of Year	$	2,125,769		$	1,167,291
Undistributed Net Investment Income (Loss)	$	—		$	793

See Notes to Financial Statements.

60

STATEMENTS OF CHANGES IN NET ASSETS (continued)

	(In Thousands)
	Strong Advisor U.S. Value Fund
	Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002
Operations:
Net Investment Income (Loss)	$	1,864		$	777
Net Realized Gain (Loss)		11,073			(13,672	)
Net Change in Unrealized Appreciation/Depreciation		49,990			(22,399	)
Net Increase (Decrease) in Net Assets Resulting from Operations		62,927			(35,294	)
Distributions:
From Net Investment Income:
Class A		(36	)		(48	)
Class B		(11	)		(5	)
Class C		(9	)		(8	)
Class K		(523	)		(263	)
Class Z		(1,255	)		(416	)
From Net Realized Gains:
Class A		—			(328	)
Class B		—			(213	)
Class C		—			(61	)
Class K		—			(8	)
Class Z		—			(13,995	)
Total Distributions		(1,834	)		(15,345	)
Capital Share Transactions (Note 8):
Net Increase (Decrease) in Net Assets from Capital Share Transactions		(16,592	)		74,257
Total Increase (Decrease) in Net Assets		44,501			23,618
Net Assets:
Beginning of Year		215,770			192,152
End of Year	$	260,271		$	215,770
Undistributed Net Investment Income (Loss)	$	19		$	4

See Notes to Financial Statements.

61

STATEMENTS OF CHANGES IN NET ASSETS (continued)

	(In Thousands)
	Strong Advisor Endeavor Large Cap Fund						Strong Advisor Focus Fund
	Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002			Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002
Operations:
Net Investment Income (Loss)	$	(305	)	$	(337	)	$	(47	)	$	(94	)
Net Realized Gain (Loss)		3,624			(9,424	)		225			(872	)
Net Change in Unrealized Appreciation/Depreciation		6,766			(148	)		615			(799	)
Net Increase (Decrease) in Net Assets Resulting from Operations		10,085			(9,909	)		793			(1,765	)
Capital Share Transactions (Note 8):
Net Increase (Decrease) in Net Assets from
Capital Share Transactions		(1,142	)		10,385			(1,326	)		(1,883	)
Total Increase (Decrease) in Net Assets		8,943			476			(533	)		(3,648	)
Net Assets:
Beginning of Year		28,807			28,331			3,653			7,301
End of Year	$	37,750		$	28,807		$	3,120		$	3,653
Undistributed Net Investment Income (Loss)	$	—		$	—		$	—		$	—

	Strong Advisor International Core Fund						Strong Advisor Select Fund
	Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002			Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002
Operations:
Net Investment Income (Loss)	$	22		$	(3	)	$	(745	)	$	(624	)
Net Realized Gain (Loss)		(12	)		(28	)		8,935			(14,593	)
Net Change in Unrealized Appreciation/Depreciation		342			(27	)		15,584			(563	)
Net Increase (Decrease) in Net Assets Resulting from Operations		352			(58	)		23,774			(15,780	)
Distributions:
From Net Investment Income:
Class A		(7	)		—			—			—
Class B		(10	)		—			—			—
Class C		(3	)		—			—			—
From Net Realized Gains:
Class A		—			—			—			(106	)
Class B		—			—			—			(1	)
Total Distributions		(20	)		—			—			(107	)
Capital Share Transactions (Note 8):
Net Increase (Decrease) in Net Assets from Capital Share Transactions		562			347			2,173			14,803
Total Increase (Decrease) in Net Assets		894			289			25,947			(1,084	)
Net Assets:
Beginning of Year		601			312			56,310			57,394
End of Year	$	1,495		$	601		$	82,257		$	56,310
Undistributed Net Investment Income (Loss)	$	2		$	—		$	—		$	—

See Notes to Financial Statements.

62

STATEMENTS OF CHANGES IN NET ASSETS (continued)

	(In Thousands)
	Strong Advisor Technology Fund						Strong Advisor U.S. Small/Mid Cap Growth Fund
	Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002			Year Ended Dec. 31, 2003			Period Ended Dec. 31, 2002
										(Note 1)
Operations:
Net Investment Income (Loss)	$	(39	)	$	(42	)	$	(58	)	$	(10	)
Net Realized Gain (Loss)		435			(714	)		(68	)		(180	)
Net Change in Unrealized Appreciation/Depreciation		787			(408	)		890			8
Net Increase (Decrease) in Net Assets Resulting from Operations		1,183			(1,164	)		764			(182	)
Capital Share Transactions (Note 8):
Net Increase (Decrease) in Net Assets from Capital Share Transactions		(479	)		(262	)		4,011			944
Total Increase (Decrease) in Net Assets		704			(1,426	)		4,775			762
Net Assets:
Beginning of Year		1,489			2,915			762			—
End of Year	$	2,193		$	1,489		$	5,537		$	762
Undistributed Net Investment Income (Loss)	$	—		$	—		$	—		$	—

	Strong Advisor Utilities and Energy Fund
	Year Ended Dec. 31, 2003			Period Ended Dec. 31, 2002
				(Note 1)
Operations:
Net Investment Income (Loss)	$	185		$	37
Net Realized Gain (Loss)		134			(581	)
Net Change in Unrealized Appreciation/Depreciation		1,523			16
Net Increase (Decrease) in Net Assets Resulting from Operations		1,842			(528	)
Distributions:
From Net Investment Income:
Class A		(180	)		(36	)
Class B		(2	)		—
Class C		(2	)		(1	)
Total Distributions		(184	)		(37	)
Capital Share Transactions (Note 8):
Net Increase (Decrease) in Net Assets from
Capital Share Transactions		2,271			6,951
Total Increase (Decrease) in Net Assets		3,929			6,386
Net Assets:
Beginning of Year		6,386			—
End of Year	$	10,315		$	6,386
Undistributed Net Investment Income (Loss)	$	1		$	—

See Notes to Financial Statements.

63

STATEMENTS OF CHANGES IN NET ASSETS (continued)

	(In Thousands)
	Strong Advisor Large Company Core Fund
	Year Ended Dec. 31, 2003			Period Ended Dec. 31, 2002			Year Ended Sept. 30, 2002
Operations:
Net Investment Income (Loss)	$	23		$	8		$	42
Net Realized Gain (Loss)		2,100			(233	)		(397	)
Net Change in Unrealized Appreciation/Depreciation		13,076			611			(398	)
Net Increase (Decrease) in Net Assets Resulting from Operations		15,199			386			(753	)
Distributions:
From Net Investment Income:
Class A		(20	)		(6	)		(22	)
Class K		(46	)		—			—
From Net Realized Gains:
Class A		(62	)		—			(140	)
Class B		(7	)		—			—
Class C		(6	)		—			—
Class K		(33	)		—			—
Total Distributions		(174	)		(6	)		(162	)
Capital Share Transactions (Note 8):
Net Increase (Decrease) in Net Assets from Capital Share Transactions		92,004			2,841			3,279
Total Increase (Decrease) in Net Assets		107,029			3,221			2,364
Net Assets:
Beginning of Year		9,676			6,455			4,091
End of Year	$	116,705		$	9,676		$	6,455
Undistributed Net Investment Income (Loss)	$	—		$	8		$	6

See Notes to Financial Statements.

64

FINANCIAL HIGHLIGHTS

STRONG ADVISOR COMMON STOCK FUND — CLASS A

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001			Dec. 31, 2000(b)(c)
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	15.87		$	19.71		$	20.15		$	18.90
Income From Investment Operations:
Net Investment Income (Loss)		(0.10	)		(0.08	)(d)		(0.04	)		(0.00	)(e)
Net Realized and Unrealized Gains (Losses) on Investments		6.21			(3.76	)		(0.36	)		1.28
Total from Investment Operations		6.11			(3.84	)		(0.40	)		1.28
Less Distributions:
From Net Investment Income		—			—			—			(0.03	)
From Net Realized Gains		—			—			(0.04	)		—
Total Distributions		—			—			(0.04	)		(0.03	)
Net Asset Value, End of Period	$	21.98		$	15.87		$	19.71		$	20.15
Ratios and Supplemental Data
Total Return		+38.5	%		–19.5	%		–2.0	%		+6.8	%
Net Assets, End of Period (In Millions)	$	81		$	46		$	28		$	0	(f)
Ratio of Expenses to Average Net Assets before Expense Offsets		1.6	%		1.6	%		1.6	%		1.6	%*
Ratio of Expenses to Average Net Assets		1.5	%		1.6	%		1.6	%		1.6	%*
Ratio of Net Investment Income (Loss) to Average Net Assets		(0.6	)%		(0.5	)%		(0.5	)%		(0.2	)%*
Portfolio Turnover Rate(g)		41.8	%		64.9	%		89.3	%		95.4	%

STRONG ADVISOR COMMON STOCK FUND — CLASS B

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001			Dec. 31, 2000(b)(c)
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	15.67		$	19.62		$	20.16		$	18.90
Income From Investment Operations:
Net Investment Income (Loss)		(0.24	)		(0.22	)(d)		(0.09	)		(0.01	)
Net Realized and Unrealized Gains (Losses) on Investments		6.10			(3.73	)		(0.41	)		1.28
Total from Investment Operations		5.86			(3.95	)		(0.50	)		1.27
Less Distributions:
From Net Investment Income		—			—			—			(0.01	)
From Net Realized Gains		—			—			(0.04	)		—
Total Distributions		—			—			(0.04	)		(0.01	)
Net Asset Value, End of Period	$	21.53		$	15.67		$	19.62		$	20.16
Ratios and Supplemental Data
Total Return		+37.4	%		–20.1	%		–2.5	%		+6.8	%
Net Assets, End of Period (In Millions)	$	39		$	24		$	16		$	0	(f)
Ratio of Expenses to Average Net Assets before Expense Offsets		2.4	%		2.4	%		2.5	%		2.0	%*
Ratio of Expenses to Average Net Assets		2.3	%		2.4	%		2.3	%		2.0	%*
Ratio of Net Investment Income (Loss) to Average Net Assets		(1.4	)%		(1.3	)%		(1.1	)%		(0.6	)%*
Portfolio Turnover Rate(g)		41.8	%		64.9	%		89.3	%		95.4	%

 * 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 November 30,2000 (commencement of class) to December 31, 2000.

(c) Per share data reflects a 1.233 for 1.000 share split which occurred on March 8, 2001.

(d) Net investment income (loss) per share represents net investment income (loss) divided by average shares outstanding throughout the year.

(e) Amount calculated is less than $0.005.

(f) Amount is less than $500,000.

(g) Calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

See Notes to Financial Statements.

65

FINANCIAL HIGHLIGHTS (continued)

STRONG ADVISOR COMMON STOCK FUND — CLASS C

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001			Dec. 31, 2000(b)(c)
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	15.68		$	19.62		$	20.16		$	18.90
Income From Investment Operations:
Net Investment Income (Loss)		(0.25	)		(0.22	)(d)		(0.09	)		(0.01	)
Net Realized and Unrealized Gains (Losses) on Investments		6.10			(3.72	)		(0.41	)		1.28
Total from Investment Operations		5.85			(3.94	)		(0.50	)		1.27
Less Distributions:
From Net Investment Income		—			—			—			(0.01	)
From Net Realized Gains		—			—			(0.04	)		—
Total Distributions		—			—			(0.04	)		(0.01	)
Net Asset Value, End of Period	$	21.53		$	15.68		$	19.62		$	20.16
Ratios and Supplemental Data
Total Return		+37.3	%		–20.1	%		–2.5	%		+6.8	%
Net Assets, End of Period (In Millions)	$	34		$	23		$	15		$	0	(e)
Ratio of Expenses to Average Net Assets before Expense Offsets		2.4	%		2.4	%		2.4	%		2.0	%*
Ratio of Expenses to Average Net Assets		2.3	%		2.4	%		2.2	%		2.0	%*
Ratio of Net Investment Income (Loss) to Average Net Assets		(1.4	)%		(1.3	)%		(1.1	)%		(0.6	)%*
Portfolio Turnover Rate(f)		41.8	%		64.9	%		89.3	%		95.4	%

STRONG ADVISOR COMMON STOCK FUND — CLASS Z

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001			Dec. 31, 2000			Dec. 31, 1999
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	15.97		$	19.78		$	20.16		$	25.21		$	21.06
Income From Investment Operations:
Net Investment Income (Loss)		(0.09	)		(0.05	)(d)		(0.02	)		0.04			(0.01	)
Net Realized and Unrealized Gains (Losses) on Investments		6.27			(3.76	)		(0.32	)		(0.59	)		8.19
Total from Investment Operations		6.18			(3.81	)		(0.34	)		(0.55	)		8.18
Less Distributions:
From Net Investment Income		—			—			—			(0.04	)		—
From Net Realized Gains		—			—			(0.04	)		(4.46	)		(4.03	)
Total Distributions		—			—			(0.04	)		(4.50	)		(4.03	)
Net Asset Value, End of Period	$	22.15		$	15.97		$	19.78		$	20.16		$	25.21
Ratios and Supplemental Data
Total Return		+38.7	%		–19.3	%		–1.7	%		–1.2	%		+40.4	%
Net Assets, End of Period (In Millions)	$	1,437		$	1,363		$	1,703		$	1,719		$	1,733
Ratio of Expenses to Average Net Assets before Expense Offsets		1.4	%		1.3	%		1.3	%		1.2	%		1.2	%
Ratio of Expenses to Average Net Assets		1.4	%		1.3	%		1.3	%		1.2	%		1.2	%
Ratio of Net Investment Income (Loss) to Average Net Assets		(0.4	)%		(0.3	)%		(0.1	)%		0.2	%		(0.1	)%
Portfolio Turnover Rate(f)		41.8	%		64.9	%		89.3	%		95.4	%		80.1	%

 * 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 November 30, 2000 (commencement of class) to December 31, 2000.

(c) Per share data reflects a 1.233 for 1.000 share split which occurred on March 8, 2001.

(d) Net investment income (loss) per share represents net investment income (loss) divided by average shares outstanding throughout the year.

(e) Amount is less than $500,000.

(f) Calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

See Notes to Financial Statements.

66

FINANCIAL HIGHLIGHTS (continued)

STRONG ADVISOR MID CAP GROWTH FUND — CLASS A

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001			Dec. 31, 2000(b)(c)
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	8.71		$	13.95		$	20.22		$	17.71
Income From Investment Operations:
Net Investment Income (Loss)		(0.13	)(d)		(0.14	)(d)		(0.22	)(d)		(0.01	)
Net Realized and Unrealized Gains (Losses) on Investments		3.14			(5.10	)		(6.05	)		2.52
Total from Investment Operations		3.01			(5.24	)		(6.27	)		2.51
Less Distributions:
From Net Realized Gains		—			—			(0.00	)(g)		—
Total Distributions		—			—			(0.00	)(g)		—
Net Asset Value, End of Period	$	11.72		$	8.71		$	13.95		$	20.22
Ratios and Supplemental Data
Total Return		+34.6	%		–37.6	%		–31.0	%		+14.2	%
Net Assets, End of Period (In Millions)	$	10		$	6		$	7		$	1
Ratio of Expenses to Average Net Assets before Expense Offsets		1.7	%		1.6	%		1.8	%		1.7	%*
Ratio of Expenses to Average Net Assets		1.6	%		1.6	%		1.8	%		1.7	%*
Ratio of Net Investment Income (Loss) to Average Net Assets		(1.3	)%		(1.3	)%		(1.4	)%		(1.3	)%*
Portfolio Turnover Rate(e)		249.6	%		526.6	%		650.0	%		683.7	%
STRONG ADVISOR MID CAP GROWTH FUND — CLASS B
	Year Ended
	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001			Dec. 31, 2000(b)(c)
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	8.59		$	13.89		$	20.21		$	17.71
Income From Investment Operations:
Net Investment Income (Loss)		(0.22	)(d)		(0.23	)(d)		(0.28	)(d)		(0.02	)
Net Realized and Unrealized Gains (Losses) on Investments		3.09			(5.07	)		(6.04	)		2.52
Total from Investment Operations		2.87			(5.30	)		(6.32	)		2.50
Less Distributions:
From Net Realized Gains		—			—			(0.00	)(g)		—
Total Distributions		—			—			(0.00	)(g)		—
Net Asset Value, End of Period	$	11.46		$	8.59		$	13.89		$	20.21
Ratios and Supplemental Data
Total Return		+33.4	%		–38.2	%		–31.3	%		+14.1	%
Net Assets, End of Period (In Millions)	$	3		$	2		$	3		$	0	(f)
Ratio of Expenses to Average Net Assets before Expense Offsets		2.6	%		2.6	%		2.9	%		2.0	%*
Ratio of Expenses to Average Net Assets		2.4	%		2.5	%		2.3	%		2.0	%*
Ratio of Net Investment Income (Loss) to Average Net Assets		(2.1	)%		(2.2	)%		(1.9	)%		(1.6	)%*
Portfolio Turnover Rate(e)		249.6	%		526.6	%		650.0	%		683.7	%

 * 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 November 30,2000 (commencement of class) to December 31,2000.

(c) Per share data reflects a 1.053 for 1.000 share split which occurred on March 8,2001.

(d) Net investment income (loss) per share represents net investment income (loss) divided by average shares outstanding throughout the year.

(e) Calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

(f) Amount is less than $500,000.

(g) Amount calculated is less than $0.005.

See Notes to Financial Statements.

67

FINANCIAL HIGHLIGHTS (continued)

STRONG ADVISOR MID CAP GROWTH FUND — CLASS C

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001			Dec. 31, 2000(b)(c)
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	8.59		$	13.88		$	20.20		$	17.71
Income From Investment Operations:
Net Investment Income (Loss)		(0.21	)(d)		(0.23	)(d)		(0.28	)(d)		(0.02	)
Net Realized and Unrealized Gains (Losses) on Investments		3.08			(5.06	)		(6.04	)		2.51
Total from Investment Operations		2.87			(5.29	)		(6.32	)		2.49
Less Distributions:
From Net Realized Gains		—			—			(0.00	)(g)		—
Total Distributions		—			—			(0.00	)(g)		—
Net Asset Value, End of Period	$	11.46		$	8.59		$	13.88		$	20.20
Ratios and Supplemental Data
Total Return		+33.4	%		–38.1	%		–31.3	%		+14.1	%
Net Assets, End of Period (In Millions)	$	1		$	1		$	1		$	0	(e)
Ratio of Expenses to Average Net Assets before Expense Offsets		2.6	%		2.5	%		2.8	%		2.0	%*
Ratio of Expenses to Average Net Assets		2.4	%		2.4	%		2.3	%		2.0	%*
Ratio of Net Investment Income (Loss) to Average Net Assets		(2.1	)%		(2.2	)%		(1.9	)%		(1.6	)%*
Portfolio Turnover Rate(f)		249.6	%		526.6	%		650.0	%		683.7	%

STRONG ADVISOR MID CAP GROWTH FUND — CLASS Z

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001			Dec. 31, 2000			Dec. 31, 1999
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	8.70		$	13.97		$	20.21		$	23.25		$	13.03
Income From Investment Operations:
Net Investment Income (Loss)		(0.14	)(d)		(0.16	)(d)		(0.19	)		(0.15	)		(0.12	)
Net Realized and Unrealized Gains (Losses) on Investments		3.12			(5.11	)		(6.05	)		(1.90	)		12.08
Total from Investment Operations		2.98			(5.27	)		(6.24	)		(2.05	)		11.96
Less Distributions:
From Net Realized Gains		—			—			(0.00	)(g)		(0.99	)		(1.74	)
Total Distributions		—			—			(0.00	)(g)		(0.99	)		(1.74	)
Net Asset Value, End of Period	$	11.68		$	8.70		$	13.97		$	20.21		$	23.25
Ratios and Supplemental Data
Total Return		+34.3	%		–37.7	%		–30.9	%		–8.5	%		+92.0	%
Net Assets, End of Period (In Millions)	$	58		$	65		$	128		$	185		$	65
Ratio of Expenses to Average Net Assets before Expense Offsets		1.8	%		1.8	%		1.6	%		1.4	%		1.6	%
Ratio of Expenses to Average Net Assets		1.7	%		1.8	%		1.6	%		1.3	%		1.6	%
Ratio of Net Investment Income (Loss) to Average Net Assets		(1.4	)%		(1.5	)%		(1.2	)%		(0.9	)%		(1.1	)%
Portfolio Turnover Rate(f)		249.6	%		526.6	%		650.0	%		683.7	%		681.0	%

 * Calculated on an annualized basis.

(a) Information presented relates to a share of capital stock of the Fund outstanding for the entire period.

(b) For the period from November 30,2000 (commencement of class) to December 31, 2000.

(c) Per share data reflects a 1.053 for 1.000 share split which occurred on March 8, 2001.

(d) Net investment income (loss) per share represents net investment income (loss) divided by average shares outstanding throughout the year.

(e) Amount is less than $500,000.

(f) Calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

(g) Amount calculated is less than $0.005.

See Notes to Financial Statements.

68

FINANCIAL HIGHLIGHTS (continued)

STRONG ADVISOR SMALL CAP VALUE FUND — CLASS A

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001			Dec. 31, 2000(b)
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	18.92		$	20.17		$	17.17		$	15.36
Income From Investment Operations:
Net Investment Income (Loss)		(0.12	)(c)		0.03	(c)		(0.14	)(c)		(0.00	)(d)
Net Realized and Unrealized Gains (Losses) on Investments		9.26			(1.28	)		3.18			1.81
Total from Investment Operations		9.14			(1.25	)		3.04			1.81
Less Distributions:
From Net Investment Income		(0.01	)		—			—			—
From Net Realized Gains		(0.65	)		—			(0.04	)		—
Total Distributions		(0.66	)		—			(0.04	)		—
Net Asset Value, End of Period	$	27.40		$	18.92		$	20.17		$	17.17
Ratios and Supplemental Data
Total Return		+48.5	%		–6.2	%		+17.7	%		+11.8	%
Net Assets, End of Period (In Millions)	$	674		$	335		$	169		$	1
Ratio of Expenses to Average Net Assets before Expense Offsets		1.6	%		1.6	%		1.6	%		1.6	%*
Ratio of Expenses to Average Net Assets		1.5	%		1.6	%		1.6	%		1.6	%*
Ratio of Net Investment Income (Loss) to Average Net Assets		(0.5	)%		0.1	%		(0.7	)%		(0.8	)%*
Portfolio Turnover Rate(e)		30.2	%		28.2	%		42.0	%		60.3	%
STRONG ADVISOR SMALL CAP VALUE FUND — CLASS B
	Year Ended
	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001			Dec. 31, 2000(b)
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	18.66		$	20.05		$	17.16		$	15.36
Income From Investment Operations:
Net Investment Income (Loss)		(0.29	)(c)		(0.14	)(c)		(0.25	)(c)		(0.01	)
Net Realized and Unrealized Gains (Losses) on Investments		9.08			(1.25	)		3.18			1.81
Total from Investment Operations		8.79			(1.39	)		2.93			1.80
Less Distributions:
From Net Investment Income		(0.01	)		—			—			—
From Net Realized Gains		(0.65	)		—			(0.04	)		—
Total Distributions		(0.66	)		—			(0.04	)		—
Net Asset Value, End of Period	$	26.79		$	18.66		$	20.05		$	17.16
Ratios and Supplemental Data
Total Return		+47.3	%		–6.9	%		+17.1	%		+11.7	%
Net Assets, End of Period (In Millions)	$	126		$	76		$	40		$	0	(f)
Ratio of Expenses to Average Net Assets before Expense Offsets		2.4	%		2.4	%		2.5	%		2.0	%*
Ratio of Expenses to Average Net Assets		2.4	%		2.4	%		2.3	%		1.8	%*
Ratio of Net Investment Income (Loss) to Average Net Assets		(1.4	)%		(0.7	)%		(1.4	)%		(0.8	)%*
Portfolio Turnover Rate(e)		30.2	%		28.2	%		42.0	%		60.3	%

 * 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 November 30, 2000 (commencement of class) to December 31, 2000.

(c) Net investment income (loss) per share represents net investment income (loss) divided by average shares outstanding throughout the year.

(d) Amount calculated is less than $0.005.

(e) Calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

(f) Amount is less than $500,000.

See Notes to Financial Statements.

69

FINANCIAL HIGHLIGHTS (continued)

STRONG ADVISOR SMALL CAP VALUE FUND — CLASS C

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001			Dec. 31, 2000(b)
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	18.68		$	20.07		$	17.17		$	15.36
Income From Investment Operations:
Net Investment Income (Loss)		(0.28	)(c)		(0.13	)(c)		(0.24	)(c)		(0.01	)
Net Realized and Unrealized Gains (Losses) on Investments		9.09			(1.26	)		3.18			1.82
Total from Investment Operations		8.81			(1.39	)		2.94			1.81
Less Distributions:
From Net Investment Income		(0.01	)		—			—			—
From Net Realized Gains		(0.65	)		—			(0.04	)		—
Total Distributions		(0.66	)		—			(0.04	)		—
Net Asset Value, End of Period	$	26.83		$	18.68		$	20.07		$	17.17
Ratios and Supplemental Data
Total Return		+47.3	%		–6.9	%		+17.1	%		+11.8	%
Net Assets, End of Period (In Millions)	$	159		$	98		$	38		$	0	(d)
Ratio of Expenses to Average Net Assets before Expense Offsets		2.3	%		2.4	%		2.4	%		2.0	%*
Ratio of Expenses to Average Net Assets		2.3	%		2.4	%		2.2	%		1.8	%*
Ratio of Net Investment Income (Loss) to Average Net Assets		(1.3	)%		(0.6	)%		(1.4	)%		(0.7	)%*
Portfolio Turnover Rate(e)		30.2	%		28.2	%		42.0	%		60.3	%

STRONG ADVISOR SMALL CAP VALUE FUND — CLASS Z

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001			Dec. 31, 2000			Dec. 31, 1999
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	18.98		$	20.22		$	17.17		$	13.59		$	10.61
Income From Investment Operations:
Net Investment Income (Loss)		(0.09	)(c)		0.04	(c)		(0.08	)		0.00	(f)		(0.08	)
Net Realized and Unrealized Gains (Losses) on Investments		9.30			(1.28	)		3.17			3.58			3.06
Total from Investment Operations		9.21			(1.24	)		3.09			3.58			2.98
Less Distributions:
From Net Investment Income		(0.01	)		—			—			—			—
From Net Realized Gains		(0.65	)		—			(0.04	)		—			(0.00	)(f)
Total Distributions		(0.66	)		—			(0.04	)		—			(0.00	)(f)
Net Asset Value, End of Period	$	27.53		$	18.98		$	20.22		$	17.17		$	13.59
Ratios and Supplemental Data
Total Return		+48.7	%		–6.1	%		+18.0	%		+26.3	%		+28.1	%
Net Assets, End of Period (In Millions)	$	1,167		$	659		$	541		$	249		$	45
Ratio of Expenses to Average Net Assets before Expense Offsets		1.4	%		1.5	%		1.4	%		1.4	%		1.7	%
Ratio of Expenses to Average Net Assets		1.4	%		1.5	%		1.4	%		1.4	%		1.7	%
Ratio of Net Investment Income (Loss) to Average Net Assets		(0.4	)%		0.2	%		(0.5	)%		0.0	%(f)		(1.0	)%
Portfolio Turnover Rate(e)		30.2	%		28.2	%		42.0	%		60.3	%		95.5	%

 * 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 November 30, 2000 (commencement of class) to December 31, 2000.

(c) Net investment income (loss) per share represents net investment income (loss) divided by average shares outstanding throughout the year.

(d) Amount is less than $500,000.

(e) Calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

(f) Amount calculated is less than $0.005 or 0.05%.

See Notes to Financial Statements.

70

FINANCIAL HIGHLIGHTS (continued)

STRONG ADVISOR U.S. VALUE FUND — CLASS A

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001			Dec. 31, 2000(b)(c)
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	13.66		$	17.83		$	20.65		$	19.99
Income From Investment Operations:
Net Investment Income (Loss)		0.14			0.12	(d)		0.05			0.00	(e)
Net Realized and Unrealized Gains (Losses) on Investments		4.00			(2.77	)		(2.56	)		0.68
Total from Investment Operations		4.14			(2.65	)		(2.51	)		0.68
Less Distributions:
From Net Investment Income		(0.15	)		(0.16	)		(0.06	)		(0.02	)
From Net Realized Gains		—			(1.36	)		(0.25	)		—
Total Distributions		(0.15	)		(1.52	)		(0.31	)		(0.02	)
Net Asset Value, End of Period	$	17.65		$	13.66		$	17.83		$	20.65
Ratios and Supplemental Data
Total Return		+30.5	%		–16.3	%		–12.2	%		+3.4	%
Net Assets, End of Period (In Millions)	$	5		$	3		$	3		$	0	(f)
Ratio of Expenses to Average Net Assets before Expense Offsets		1.4	%		1.3	%		1.8	%		1.3	%*
Ratio of Expenses to Average Net Assets		1.4	%		1.3	%		1.8	%		1.3	%*
Ratio of Net Investment Income (Loss) to Average Net Assets		1.0	%		0.9	%		0.1	%		0.1	%*
Portfolio Turnover Rate(g)		53.4	%		89.8	%		116.1	%		14.4	%
STRONG ADVISOR U.S. VALUE FUND — CLASS B
	Year Ended
	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001			Dec. 31, 2000(b)(c)
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	13.67		$	17.81		$	20.66		$	19.99
Income From Investment Operations:
Net Investment Income (Loss)		0.03			0.02	(d)		(0.00	)(e)		(0.01	)
Net Realized and Unrealized Gains (Losses) on Investments		3.98			(2.78	)		(2.60	)		0.69
Total from Investment Operations		4.01			(2.76	)		(2.60	)		0.68
Less Distributions:
From Net Investment Income		(0.04	)		(0.02	)		—			(0.01	)
From Net Realized Gains		—			(1.36	)		(0.25	)		—
Total Distributions		(0.04	)		(1.38	)		(0.25	)		(0.01	)
Net Asset Value, End of Period	$	17.64		$	13.67		$	17.81		$	20.66
Ratios and Supplemental Data
Total Return		+29.4	%		–17.0	%		–12.6	%		+3.4	%
Net Assets, End of Period (In Millions)	$	5		$	3		$	2		$	0	(f)
Ratio of Expenses to Average Net Assets before Expense Offsets		2.2	%		2.2	%		2.9	%		2.0	%*
Ratio of Expenses to Average Net Assets		2.2	%		2.1	%		2.3	%		2.0	%*
Ratio of Net Investment Income (Loss) to Average Net Assets		0.2	%		0.1	%		(0.4	)%		(0.5	)%*
Portfolio Turnover Rate(g)		53.4	%		89.8	%		116.1	%		14.4	%

 * 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 November 30, 2000 (commencement of class) to December 31, 2000.

(c) Per share data reflects a 1.023 for 1.000 share split which occurred on March 8, 2001.

(d) Net investment income (loss) per share represents net investment income (loss) divided by average shares outstanding throughout the year.

(e) Amount calculated is less than $0.005.

(f) Amount is less than $500,000.

(g) Calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

See Notes to Financial Statements.

71

FINANCIAL HIGHLIGHTS (continued)

STRONG ADVISOR U.S. VALUE FUND — CLASS C

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001			Dec. 31, 2000(b)(c)
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	13.61		$	17.82		$	20.66		$	19.99
Income From Investment Operations:
Net Investment Income (Loss)		0.03			0.02	(d)		(0.00	)(e)		(0.01	)
Net Realized and Unrealized Gains (Losses) on Investments		3.97			(2.78	)		(2.59	)		0.69
Total from Investment Operations		4.00			(2.76	)		(2.59	)		0.68
Less Distributions:
From Net Investment Income		(0.05	)		(0.09	)		—			(0.01	)
From Net Realized Gains		—			(1.36	)		(0.25	)		—
Total Distributions		(0.05	)		(1.45	)		(0.25	)		(0.01	)
Net Asset Value, End of Period	$	17.56		$	13.61		$	17.82		$	20.66
Ratios and Supplemental Data
Total Return		+29.4	%		–17.1	%		–12.6	%		+3.4	%
Net Assets, End of Period (In Millions)	$	4		$	1		$	1		$	0	(f)
Ratio of Expenses to Average Net Assets before Expense Offsets		2.2	%		2.2	%		2.4	%		2.0	%*
Ratio of Expenses to Average Net Assets		2.2	%		2.2	%		2.2	%		2.0	%*
Ratio of Net Investment Income (Loss) to Average Net Assets		0.2	%		0.2	%		(0.3	)%		(0.5	)%*
Portfolio Turnover Rate(g)		53.4	%		89.8	%		116.1	%		14.4	%

STRONG ADVISOR U.S. VALUE FUND — CLASS K

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	13.56		$	17.87
Income From Investment Operations:
Net Investment Income (Loss)		0.16			0.22	(d)
Net Realized and Unrealized Gains (Losses) on Investments		4.02			(2.81	)
Total from Investment Operations		4.18			(2.59	)
Less Distributions:
From Net Investment Income		(0.22	)		(0.36	)
From Net Realized Gains		—			(1.36	)
Total Distributions		(0.22	)		(1.72	)
Net Asset Value, End of Period	$	17.52		$	13.56
Ratios and Supplemental Data
Total Return		+31.0	%		–16.0	%
Net Assets, End of Period (In Millions)	$	87		$	11
Ratio of Expenses to Average Net Assets before Expense Offsets		1.1	%		1.1	%
Ratio of Expenses to Average Net Assets		1.0	%		1.0	%
Ratio of Net Investment Income (Loss) to Average Net Assets		1.3	%		1.6	%
Portfolio Turnover Rate(g)		53.4	%		89.8	%

 * 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 November 30, 2000 (commencement of class) to December 31, 2000.

(c) Per share data reflects a 1.023 for 1.000 share split which occurred on March 8, 2001.

(d) Net investment income (loss) per share represents new investment income (loss) divided by average shares outstanding throughout the year.

(e) Amount calculated is less than $0.005.

(f) Amount is less than $500,000.

(g) Calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

See Notes to Financial Statements.

72

FINANCIAL HIGHLIGHTS (continued)

STRONG ADVISOR U.S. VALUE FUND — CLASS Z

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001			Dec. 31, 2000(b)			Oct. 31, 2000			Oct. 31, 1999
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	13.74		$	17.87		$	20.65		$	21.63		$	20.58		$	17.20
Income From Investment Operations:
Net Investment Income (Loss)		0.15			0.05	(c)		0.11			0.03			0.05			0.06
Net Realized and Unrealized Gains (Losses) on Investments		3.99			(2.79	)		(2.53	)		(0.52	)		1.53			3.39
Total from Investment Operations		4.14			(2.74	)		(2.42	)		(0.49	)		1.58			3.45
Less Distributions:
From Net Investment Income		(0.11	)		(0.03	)		(0.11	)		(0.03	)		(0.05	)		(0.07	)
From Net Realized Gains		—			(1.36	)		(0.25	)		(0.46	)		(0.48	)		—
Total Distributions		(0.11	)		(1.39	)		(0.36	)		(0.49	)		(0.53	)		(0.07	)
Net Asset Value, End of Period	$	17.77		$	13.74		$	17.87		$	20.65		$	21.63		$	20.58
Ratios and Supplemental Data
Total Return		+30.2	%		–16.9	%		–11.7	%		–2.2	%		+7.7	%		+20.1	%
Net Assets, End of Period (In Millions)	$	159		$	197		$	186		$	251		$	252		$	182
Ratio of Expenses to Average Net Assets before Expense Offsets		1.6	%		1.9	%		1.2	%		1.1	%*		1.0	%		1.1	%
Ratio of Expenses to Average Net Assets		1.6	%		1.9	%		1.2	%		1.1	%*		1.0	%		1.1	%
Ratio of Net Investment Income (Loss) to Average Net Assets		0.8	%		0.3	%		0.6	%		0.8	%*		0.3	%		0.3	%
Portfolio Turnover Rate(f)		53.4	%		89.8	%		116.1	%		14.4	%		46.5	%		32.3	%

STRONG ADVISOR ENDEAVOR LARGE CAP FUND — CLASS A

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001(d)
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	7.55		$	10.59		$	10.00
Income From Investment Operations:
Net Investment Income (Loss)		(0.07	)(c)		(0.10	)(c)		(0.01	)
Net Realized and Unrealized Gains (Losses) on Investments		2.60			(2.94	)		0.86	(e)
Total from Investment Operations		2.53			(3.04	)		0.85
Less Distributions:
From Net Realized Gains		—			—			(0.26	)
Total Distributions		—			—			(0.26	)
Net Asset Value, End of Period	$	10.08		$	7.55		$	10.59
Ratios and Supplemental Data
Total Return		+33.5	%		–28.7	%		+8.5	%
Net Assets, End of Period (In Millions)	$	37		$	28		$	28
Ratio of Expenses to Average Net Assets before Expense Offsets		1.7	%		2.0	%		2.4	%*
Ratio of Expenses to Average Net Assets		1.6	%		2.0	%		2.4	%*
Ratio of Net Investment Income (Loss) to Average Net Assets		(0.9	)%		(1.2	)%		(1.1	)%*
Portfolio Turnover Rate(f)		234.1	%		420.4	%		54.0	%

* Calculated on an annualized basis.

(a) Information presented relates to a share of capital stock of the Fund outstanding for the entire period.

(b) In 2000, the Fund changed its fiscal year-end from October to December.

(c) Net investment income (loss) per share represents net investment income (loss) divided by average shares outstanding throughout the year.

(d) For the period from September 28, 2001 (commencement of class) to December 31, 2001.

(e) The amount shown may not correlate with the aggregate gains and losses of portfolio securities due to the timing of subscriptions and redemptions of fund shares.

(f) Calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

See Notes to Financial Statements.

73

FINANCIAL HIGHLIGHTS (continued)

STRONG ADVISOR ENDEAVOR LARGE CAP FUND — CLASS B

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001(b)
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	7.51		$	10.57		$	10.00
Income From Investment Operations:
Net Investment Income (Loss)		(0.12	)(c)		(0.12	)(c)		(0.04	)
Net Realized and Unrealized Gains (Losses) on Investments		2.58			(2.94	)		0.87	(d)
Total from Investment Operations		2.46			(3.06	)		0.83
Less Distributions:
From Net Realized Gains		—			—			(0.26	)
Total Distributions		—			—			(0.26	)
Net Asset Value, End of Period	$	9.97		$	7.51		$	10.57
Ratios and Supplemental Data
Total Return		+32.8	%		–29.0	%		+8.3	%
Net Assets, End of Period (In Millions)	$	1		$	0	(e)	$	0	(e)
Ratio of Expenses to Average Net Assets before Expense Offsets		2.5	%		4.7	%		2.7	%*
Ratio of Expenses to Average Net Assets		2.1	%		2.2	%		2.6	%*
Ratio of Net Investment Income (Loss) to Average Net Assets		(1.3	)%		(1.4	)%		(1.6	)%*
Portfolio Turnover Rate(f)		234.1	%		420.4	%		54.0	%
STRONG ADVISOR ENDEAVOR LARGE CAP FUND — CLASS C
	Year Ended
	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001(b)
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	7.51		$	10.57		$	10.00
Income From Investment Operations:
Net Investment Income (Loss)		(0.12	)(c)		(0.13	)(c)		(0.04	)
Net Realized and Unrealized Gains (Losses) on Investments		2.58			(2.93	)		0.87	(d)
Total from Investment Operations		2.46			(3.06	)		0.83
Less Distributions:
From Net Realized Gains		—			—			(0.26	)
Total Distributions		—			—			(0.26	)
Net Asset Value, End of Period	$	9.97		$	7.51		$	10.57
Ratios and Supplemental Data
Total Return		+32.8	%		–29.0	%		+8.3	%
Net Assets, End of Period (In Millions)	$	0	(e)	$	0	(e)	$	0	(e)
Ratio of Expenses to Average Net Assets before Expense Offsets		2.6	%		4.2	%		2.7	%*
Ratio of Expenses to Average Net Assets		2.1	%		2.3	%		2.6	%*
Ratio of Net Investment Income (Loss) to Average Net Assets		(1.4	)%		(1.5	)%		(1.6	)%*
Portfolio Turnover Rate(f)		234.1	%		420.4	%		54.0	%

 * Calculated on an annualized basis.

(a) Information presented relates to a share of capital stock of the Fund outstanding for the entire period.

(b) For the period from September 28, 2001 (commencement of class) to December 31, 2001.

(c) Net investment income (loss) per share represents net investment income (loss) divided by average shares outstanding throughout the year.

(d) The amount shown may not correlate with the aggregate gains and losses of portfolio securities due to the timing of subscriptions and redemptions of fund shares.

(e) Amount is less than $500,000.

(f) Calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

See Notes to Financial Statements.

74

FINANCIAL HIGHLIGHTS (continued)

STRONG ADVISOR FOCUS FUND — CLASS A

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001			Dec. 31, 2000(b)
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	4.79		$	6.62		$	10.26		$	10.00
Income From Investment Operations:
Net Investment Income (Loss)		(0.05	)(c)		(0.10	)(c)		(0.07	)		(0.01	)
Net Realized and Unrealized Gains (Losses) on Investments		1.25			(1.73	)		(3.57	)		0.27
Total from Investment Operations		1.20			(1.83	)		(3.64	)		0.26
Less Distributions:
From Net Investment Income		—			—			—			—
Total Distributions		—			—			—			—
Net Asset Value, End of Period	$	5.99		$	4.79		$	6.62		$	10.26
Ratios and Supplemental Data
Total Return		+25.1	%		–27.6	%		–35.5	%		+2.6	%
Net Assets, End of Period (In Millions)	$	2		$	2		$	5		$	1
Ratio of Expenses to Average Net Assets before Expense Offsets		3.0	%		2.9	%		3.4	%		7.3	%*
Ratio of Expenses to Average Net Assets		1.3	%		2.1	%		1.5	%		2.4	%*
Ratio of Net Investment Income (Loss) to Average Net Assets		(1.0	)%		(1.7	)%		(0.9	)%		(1.0	)%*
Portfolio Turnover Rate(d)		248.9	%		350.1	%		605.7	%		45.1	%
STRONG ADVISOR FOCUS FUND — CLASS B
	Year Ended
	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001			Dec. 31, 2000(b)
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	4.73		$	6.55		$	10.23		$	10.00
Income From Investment Operations:
Net Investment Income (Loss)		(0.09	)(c)		(0.11	)(c)		(0.08	)		(0.01	)
Net Realized and Unrealized Gains (Losses) on Investments		1.23			(1.71	)		(3.60	)		0.24
Total from Investment Operations		1.14			(1.82	)		(3.68	)		0.23
Less Distributions:
From Net Investment Income		—			—			—			—
Total Distributions		—			—			—			—
Net Asset Value, End of Period	$	5.87		$	4.73		$	6.55		$	10.23
Ratios and Supplemental Data
Total Return		+24.1	%		–27.8	%		–36.0	%		+2.3	%
Net Assets, End of Period (In Millions)	$	1		$	1		$	2		$	0	(e)
Ratio of Expenses to Average Net Assets before Expense Offsets		3.9	%		4.1	%		4.6	%		8.1	%*
Ratio of Expenses to Average Net Assets		2.0	%		2.4	%		2.4	%		3.1	%*
Ratio of Net Investment Income (Loss) to Average Net Assets		(1.7	)%		(2.0	)%		(1.7	)%		(1.6	)%*
Portfolio Turnover Rate(d)		248.9	%		350.1	%		605.7	%		45.1	%

 * 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 November 30, 2000 (commencement of class) to December 31, 2000.

(c) Net investment income (loss) per share represents new investment income (loss) divided by average shares outstanding throughout the year.

(d) Calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

(e) Amount is less than $500,000.

See Notes to Financial Statements.

75

FINANCIAL HIGHLIGHTS (continued)

STRONG ADVISOR FOCUS FUND — CLASS C

	Year Ended
Selected Per-Share Data(a)	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001			Dec. 31, 2000(b)
Net Asset Value, Beginning of Period	$	4.73		$	6.55		$	10.23		$	10.00
Income From Investment Operations:
Net Investment Income (Loss)		(0.09	)(c)		(0.11	)(c)		(0.09	)		(0.02	)
Net Realized and Unrealized Gains (Losses) on Investments		1.23			(1.71	)		(3.59	)		0.25
Total from Investment Operations		1.14			(1.82	)		(3.68	)		0.23
Less Distributions:
From Net Investment Income		—			—			—			—
Total Distributions		—			—			—			—
Net Asset Value, End of Period	$	5.87		$	4.73		$	6.55		$	10.23
Ratios and Supplemental Data
Total Return		+24.1	%		–27.8	%		–36.0	%		+2.3	%
Net Assets, End of Period (In Millions)	$	0	(d)	$	0	(d)	$	1		$	0	(d)
Ratio of Expenses to Average Net Assets before Expense Offsets		3.8	%		3.9	%		4.3	%		8.1	%*
Ratio of Expenses to Average Net Assets		1.9	%		2.4	%		2.4	%		4.5	%*
Ratio of Net Investment Income (Loss) to Average Net Assets		(1.6	)%		(2.0	)%		(1.7	)%		(2.7	)%*
Portfolio Turnover Rate(e)		248.9	%		350.1	%		605.7	%		45.1	%

STRONG ADVISOR INTERNATIONAL CORE FUND — CLASS A

	Year Ended
Selected Per-Share Data(a)	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001(f)
Net Asset Value, Beginning of Period	$	8.84		$	10.41		$	10.00
Income From Investment Operations:
Net Investment Income (Loss)		0.18	(c)		(0.06	)(c)		(0.03	)
Net Realized and Unrealized Gains (Losses) on Investments		2.59			(1.51	)		0.44
Total from Investment Operations		2.77			(1.57	)		0.41
Less Distributions:
From Net Investment Income		(0.14	)		—			—
Total Distributions		(0.14	)		—			—
Net Asset Value, End of Period	$	11.47		$	8.84		$	10.41
Ratios and Supplemental Data
Total Return		+31.4	%		–15.1	%		+4.1	%
Net Assets, End of Period (In Millions)	$	1		$	0	(d)	$	0	(d)
Ratio of Expenses to Average Net Assets before Expense Offsets		7.7	%		52.4	%		2.2	%*
Ratio of Expenses to Average Net Assets		0.0	%(g)		2.2	%		2.2	%*
Ratio of Net Investment Income (Loss) to Average Net Assets		1.8	%		(0.6	)%		(1.1	)%*
Portfolio Turnover Rate(e)		88.1	%		46.9	%		4.0	%

 * Calculated on an annualized basis.

(a) Information presented relates to a share of capital stock of the Fund outstanding for the entire period.

(b) For the period from November 30, 2000 (commencement of class) to December 31, 2000.

(c) Net investment income (loss) per share represents net investment income (loss) divided by average shares outstanding throughout the year.

(d) Amount is less than $500,000.

(e) Calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

(f) For the period from September 28, 2001 (commencement of class) to December 31, 2001.

(g) Amount calculated is less than 0.05%.

See Notes to Financial Statements.

76

FINANCIAL HIGHLIGHTS (continued)

STRONG ADVISOR INTERNATIONAL CORE FUND — CLASS B

	Year Ended
Selected Per-Share Data(a)	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001(b)
Net Asset Value, Beginning of Period	$	8.82		$	10.40		$	10.00
Income From Investment Operations:
Net Investment Income (Loss)		0.20	(c)		(0.08	)(c)		(0.04	)
Net Realized and Unrealized Gains (Losses) on Investments		2.58			(1.50	)		0.44
Total from Investment Operations		2.78			(1.58	)		0.40
Less Distributions:
From Net Investment Income		(0.15	)		—			—
Total Distributions		(0.15	)		—			—
Net Asset Value, End of Period	$	11.45		$	8.82		$	10.40
Ratios and Supplemental Data
Total Return		+31.6	%		–15.2	%		+4.0	%
Net Assets, End of Period (In Millions)	$	1		$	0	(d)	$	0	(d)
Ratio of Expenses to Average Net Assets before Expense Offsets		8.6	%		52.0	%		3.0	%*
Ratio of Expenses to Average Net Assets		0.0	%(f)		2.4	%		2.7	%*
Ratio of Net Investment Income (Loss) to Average Net Assets		2.0	%		(0.8	)%		(1.6	)%*
Portfolio Turnover Rate(e)		88.1	%		46.9	%		4.0	%

STRONG ADVISOR INTERNATIONAL CORE FUND — CLASS C

	Year Ended
Selected Per-Share Data(a)	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001(b)
Net Asset Value, Beginning of Period	$	8.82		$	10.40		$	10.00
Income From Investment Operations:
Net Investment Income (Loss)		0.21	(c)		(0.06	)(c)		(0.04	)
Net Realized and Unrealized Gains (Losses) on Investments		2.57			(1.52	)		0.44
Total from Investment Operations		2.78			(1.58	)		0.40
Less Distributions:
From Net Investment Income		(0.17	)		—			—
Total Distributions		(0.17	)		—			—
Net Asset Value, End of Period	$	11.43		$	8.82		$	10.40
Ratios and Supplemental Data
Total Return		+31.5	%		–15.2	%		+4.0	%
Net Assets, End of Period (In Millions)	$	0	(d)	$	0	(d)	$	0	(d)
Ratio of Expenses to Average Net Assets before Expense Offsets		8.4	%		52.5	%		3.0	%*
Ratio of Expenses to Average Net Assets		0.0	%(f)		2.4	%		2.7	%*
Ratio of Net Investment Income (Loss) to Average Net Assets		2.1	%		(0.7	)%		(1.6	)%*
Portfolio Turnover Rate(e)		88.1	%		46.9	%		4.0	%

 * Calculated on an annualized basis.

(a) Information presented relates to a share of capital stock of the Fund outstanding for the entire period.

(b) For the period from September 28, 2001 (commencement of class) to December 31, 2001.

(c) Net investment income (loss) per share represents net investment income (loss) divided by average shares outstanding throughout the year.

(d) Amount is less than $500,000.

(e) Calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

(f) Amount calculated is less than 0.05%.

See Notes to Financial Statements.

77

FINANCIAL HIGHLIGHTS (continued)

STRONG ADVISOR SELECT FUND — CLASS A

	Year Ended
Selected Per-Share Data(a)	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001
Net Asset Value, Beginning of Period	$	6.10		$	7.99		$	10.00
Income From Investment Operations:
Net Investment Income (Loss)		(0.07	)(b)		(0.07	)(b)		(0.01	)
Net Realized and Unrealized Gains (Losses) on Investments		2.33			(1.81	)		(2.00	)(c)
Total from Investment Operations		2.26			(1.88	)		(2.01	)
Less Distributions:
From Net Realized Gains		—			(0.01	)		—
Total Distributions		—			(0.01	)		—
Net Asset Value, End of Period	$	8.36		$	6.10		$	7.99
Ratios and Supplemental Data
Total Return		+37.1	%		–23.5	%		–20.1	%
Net Assets, End of Period (In Millions)	$	81		$	56		$	57
Ratio of Expenses to Average Net Assets before Expense Offsets		1.6	%		1.6	%		4.4	%
Ratio of Expenses to Average Net Assets		1.6	%		1.6	%		1.7	%
Ratio of Net Investment Income (Loss) to Average Net Assets		(1.0	)%		(1.1	)%		(0.8	)%
Portfolio Turnover Rate(d)		243.6	%		437.3	%		359.7	%

STRONG ADVISOR SELECT FUND — CLASS B

	Year Ended
Selected Per-Share Data(a)	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001
Net Asset Value, Beginning of Period	$	6.02		$	7.94		$	10.00
Income From Investment Operations:
Net Investment Income (Loss)		(0.12	)(b)		(0.12	)(b)		(0.09	)
Net Realized and Unrealized Gains (Losses) on Investments		2.28			(1.79	)		(1.97	)(c)
Total from Investment Operations		2.16			(1.91	)		(2.06	)
Less Distributions:
From Net Realized Gains		—			(0.01	)		—
Total Distributions		—			(0.01	)		—
Net Asset Value, End of Period	$	8.18		$	6.02		$	7.94
Ratios and Supplemental Data
Total Return		+35.9	%		–24.0	%		–20.6	%
Net Assets, End of Period (In Millions)	$	1		$	0	(e)	$	0	(e)
Ratio of Expenses to Average Net Assets before Expense Offsets		2.4	%		2.4	%		12.4	%
Ratio of Expenses to Average Net Assets		2.3	%		2.4	%		2.5	%
Ratio of Net Investment Income (Loss) to Average Net Assets		(1.8	)%		(1.9	)%		(1.7	)%
Portfolio Turnover Rate(d)		243.6	%		437.3	%		359.7	%

(a) Information presented relates to a share of capital stock of the Fund outstanding for the entire period.

(b) Net investment income (loss) per share represents net investment income (loss) divided by average shares outstanding throughout the year.

(c) The amount shown may not correlate with the aggregate gains and losses of portfolio securities due to the timing of subscriptions and redemptions of fund shares.

(d) Calculated on the basis of the Fund as a while without distinguishing between the classes of shares issued.

(e) Amount is less than $500,000.

See Notes to Financial Statements.

78

FINANCIAL HIGHLIGHTS (continued)

STRONG ADVISOR SELECT FUND — CLASS C

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	6.02		$	7.93		$	10.00
Income From Investment Operations:
Net Investment Income (Loss)		(0.13	)(b)		(0.12	)(b)		(0.10	)
Net Realized and Unrealized Gains (Losses) on Investments		2.29			(1.78	)		(1.97	)(c)
Total from Investment Operations		2.16			(1.90	)		(2.07	)
Less Distributions:
From Net Realized Gains		—			(0.01	)		—
Total Distributions		—			(0.01	)		—
Net Asset Value, End of Period	$	8.18		$	6.02		$	7.93
Ratios and Supplemental Data
Total Return		+35.9	%		–24.0	%		–20.7	%
Net Assets, End of Period (In Millions)	$	0	(d)	$	0	(d)	$	0	(d)
Ratio of Expenses to Average Net Assets before Expense Offsets		2.5	%		2.3	%		12.8	%
Ratio of Expenses to Average Net Assets		2.4	%		2.3	%		2.5	%
Ratio of Net Investment Income (Loss) to Average Net Assets		(1.8	)%		(1.8	)%		(1.7	)%
Portfolio Turnover Rate(e)		243.6	%		437.3	%		359.7	%

STRONG ADVISOR TECHNOLOGY FUND — CLASS A

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001			Dec. 31, 2000(f)
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	4.24		$	7.22		$	9.27		$	10.00
Income From Investment Operations:
Net Investment Income (Loss)		(0.10	)(b)		(0.11	)(b)		(0.05	)		(0.05	)
Net Realized and Unrealized Gains (Losses) on Investments		3.29			(2.87	)		(1.99	)		(0.68	)
Total from Investment Operations		3.19			(2.98	)		(2.04	)		(0.73	)
Less Distributions:
From Net Realized Gains		—			—			(0.01	)		—
Total Distributions		—			—			(0.01	)		—
Net Asset Value, End of Period	$	7.43		$	4.24		$	7.22		$	9.27
Ratios and Supplemental Data
Total Return		+75.2	%		–41.3	%		–22.0	%		–7.3	%
Net Assets, End of Period (In Millions)	$	1		$	1		$	2		$	0	(d)
Ratio of Expenses to Average Net Assets before Expense Offsets		3.6	%		3.3	%		7.0	%		17.2	%*
Ratio of Expenses to Average Net Assets		2.2	%		2.3	%		1.6	%		9.5	%*
Ratio of Net Investment Income (Loss) to Average Net Assets		(1.8	)%		(2.1	)%		(1.0	)%		(8.2	)%*
Portfolio Turnover Rate(e)		184.5	%		136.5	%		157.9	%		49.3	%

 * Calculated on an annualized basis.

(a) Information presented relates to a share of capital stock of the Fund outstanding for the entire period.

(b) Net investment income (loss) per share represents new investment income (loss) divided by average shares outstanding throughout the year.

(c) The amount shown may not correlate with the aggregate gains and losses of portfolio securities due to the timing of subscriptions and redemptions of fund shares.

(d) Amount is less than $500,000.

(e) Calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

(f) For the period from November 30, 2000 (commencement of class) to December 31, 2000.

See Notes to Financial Statements.

79

FINANCIAL HIGHLIGHTS (continued)

STRONG ADVISOR TECHNOLOGY FUND — CLASS B

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001			Dec. 31, 2000(b)
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	4.17		$	7.13		$	9.26		$	10.00
Income From Investment Operations:
Net Investment Income (Loss)		(0.11	)(c)		(0.11	)(c)		(0.09	)		(0.08	)
Net Realized and Unrealized Gains (Losses) on Investments		3.26			(2.85	)		(2.03	)		(0.66	)
Total from Investment Operations		3.15			(2.96	)		(2.12	)		(0.74	)
Less Distributions:
From Net Realized Gains		—			—			(0.01	)		—
Total Distributions		—			—			(0.01	)		—
Net Asset Value, End of Period	$	7.32		$	4.17		$	7.13		$	9.26
Ratios and Supplemental Data
Total Return		+75.5	%		–41.5	%		–22.9	%		–7.4	%
Net Assets, End of Period (In Millions)	$	1		$	0	(d)	$	0	(d)	$	0	(d)
Ratio of Expenses to Average Net Assets before Expense Offsets		4.5	%		4.5	%		9.3	%		17.3	%*
Ratio of Expenses to Average Net Assets		2.2	%		2.4	%		2.5	%		11.1	%*
Ratio of Net Investment Income (Loss) to Average Net Assets		(1.7	)%		(2.2	)%		(1.9	)%		(9.7	)%*
Portfolio Turnover Rate(e)		184.5	%		136.5	%		157.9	%		49.3	%
STRONG ADVISOR TECHNOLOGY FUND — CLASS C
	Year Ended
	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001			Dec. 31, 2000(b)
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	4.16		$	7.11		$	9.26		$	10.00
Income From Investment Operations:
Net Investment Income (Loss)		(0.10	)(c)		(0.12	)(c)		(0.09	)		(0.08	)
Net Realized and Unrealized Gains (Losses) on Investments		3.24			(2.83	)		(2.05	)		(0.66	)
Total from Investment Operations		3.14			(2.95	)		(2.14	)		(0.74	)
Less Distributions:
From Net Realized Gains		—			—			(0.01	)		—
Total Distributions		—			—			(0.01	)		—
Net Asset Value, End of Period	$	7.30		$	4.16		$	7.11		$	9.26
Ratios and Supplemental Data
Total Return		+75.5	%		–41.5	%		–23.1	%		–7.4	%
Net Assets, End of Period (In Millions)	$	0	(d)	$	0	(d)	$	1		$	0	(d)
Ratio of Expenses to Average Net Assets before Expense Offsets		4.5	%		4.2	%		8.9	%		17.3	%*
Ratio of Expenses to Average Net Assets		2.2	%		2.5	%		2.4	%		11.1	%*
Ratio of Net Investment Income (Loss) to Average Net Assets		(1.8	)%		(2.2	)%		(1.8	)%		(9.7	)%*
Portfolio Turnover Rate(e)		184.5	%		136.5	%		157.9	%		49.3	%

 * 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 November 30, 2000 (commencement of class) to December 31, 2000.

(c) Net investment income (loss) per share represents net investment income (loss) divided by average shares outstanding throughout the year.

(d) Amount is less than $500,000.

(e) Calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

See Notes to Financial Statements.

80

FINANCIAL HIGHLIGHTS (continued)

STRONG ADVISOR U.S. SMALL/MID CAP GROWTH FUND — CLASS A

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002(b)
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	7.14		$	10.00
Income From Investment Operations:
Net Investment Income (Loss)		(0.24	)(c)		(0.14	)(c)
Net Realized and Unrealized Gains (Losses) on Investments		4.29			(2.72	)
Total from Investment Operations		4.05			(2.86	)
Less Distributions:
From Net Investment Income		—			—
Total Distributions		—			—
Net Asset Value, End of Period	$	11.19		$	7.14
Ratios and Supplemental Data
Total Return		+56.7	%		–28.6	%
Net Assets, End of Period (In Millions)	$	3		$	0	(d)
Ratio of Expenses to Average Net Assets before Expense Offsets		3.8	%		14.1	%*
Ratio of Expenses to Average Net Assets		2.4	%		2.5	%*
Ratio of Net Investment Income (Loss) to Average Net Assets		(2.4	)%		(2.4	)%*
Portfolio Turnover Rate(e)		114.0	%		98.1	%

STRONG ADVISOR U.S. SMALL/MID CAP GROWTH FUND — CLASS B

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002(b)
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	7.14		$	10.00
Income From Investment Operations:
Net Investment Income (Loss)		(0.23	)(c)		(0.14	)(c)
Net Realized and Unrealized Gains (Losses) on Investments		4.27			(2.72	)
Total from Investment Operations		4.04			(2.86	)
Less Distributions:
From Net Investment Income		—			—
Total Distributions		—			—
Net Asset Value, End of Period	$	11.18		$	7.14
Ratios and Supplemental Data
Total Return		+56.6	%		–28.6	%
Net Assets, End of Period (In Millions)	$	1		$	0	(d)
Ratio of Expenses to Average Net Assets before Expense Offsets		4.7	%		14.9	%*
Ratio of Expenses to Average Net Assets		2.4	%		2.5	%*
Ratio of Net Investment Income (Loss) to Average Net Assets		(2.4	)%		(2.4	)%*
Portfolio Turnover Rate(e)		114.0	%		98.1	%

 * 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 March 28, 2002 (commencement of class) to December 31, 2002 (Note 1).

(c) Net investment income (loss) per share represents net investment income (loss) divided by average shares outstanding throughout the year.

(d) Amount is less than $500,000.

(e) Calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

See Notes to Financial Statements.

81

FINANCIAL HIGHLIGHTS (continued)

STRONG ADVISOR U.S. SMALL/MID CAP GROWTH FUND — CLASS C

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002(b)
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	7.14		$	10.00
Income From Investment Operations:
Net Investment Income (Loss)		(0.23	)(c)		(0.13	)(c)
Net Realized and Unrealized Gains (Losses) on Investments		4.28			(2.73	)
Total from Investment Operations		4.05			(2.86	)
Less Distributions:
From Net Investment Income		—			—
Total Distributions		—			—
Net Asset Value, End of Period	$	11.19		$	7.14
Ratios and Supplemental Data
Total Return		+56.7	%		–28.6	%
Net Assets, End of Period (In Millions)	$	2		$	0	(d)
Ratio of Expenses to Average Net Assets before Expense Offsets		4.7	%		15.3	%*
Ratio of Expenses to Average Net Assets		2.4	%		2.5	%*
Ratio of Net Investment Income (Loss) to Average Net Assets		(2.3	)%		(2.4	)%*
Portfolio Turnover Rate(e)		114.0	%		98.1	%

STRONG ADVISOR UTILITIES AND ENERGY FUND — CLASS A

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002(f)
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	9.02		$	10.00
Income From Investment Operations:
Net Investment Income		0.14			0.08	(c)
Net Realized and Unrealized Gains (Losses) on Investments		1.61			(1.00	)
Total from Investment Operations		1.75			(0.92	)
Less Distributions:
From Net Investment Income		(0.14	)		(0.06	)
Total Distributions		(0.14	)		(0.06	)
Net Asset Value, End of Period	$	10.63		$	9.02
Ratios and Supplemental Data
Total Return		+19.6	%		–9.2	%
Net Assets, End of Period (In Millions)	$	10		$	6
Ratio of Expenses to Average Net Assets before Expense Offsets		1.9	%		2.2	%*
Ratio of Expenses to Average Net Assets		1.9	%		2.2	%*
Ratio of Net Investment Income to Average Net Assets		1.5	%		2.0	%*
Portfolio Turnover Rate(e)		174.2	%		46.2	%

 * 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 March 28, 2002 (commencement of class) to December 31, 2002 (Note 1).

(c) Net investment income (loss) per share represents net investment income (loss) divided by average shares outstanding throughout the year.

(d) Amount is less than $500,000.

(e) Calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

(f) For the period from July 31, 2002 (commencement of class) to December 31, 2002 (Note 1).

See Notes to Financial Statements.

82

FINANCIAL HIGHLIGHTS (continued)

STRONG ADVISOR UTILITIES AND ENERGY FUND — CLASS B

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002(b)
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	9.04		$	10.00
Income From Investment Operations:
Net Investment Income		0.09			0.06	(c)
Net Realized and Unrealized Gains on Investments		1.62			(1.00	)
Total from Investment Operations		1.71			(0.94	)
Less Distributions:
From Net Investment Income		(0.11	)		(0.02	)
Total Distributions		(0.11	)		(0.02	)
Net Asset Value, End of Period	$	10.64		$	9.04
Ratios and Supplemental Data
Total Return		+19.0	%		–9.4	%
Net Assets, End of Period (In Millions)	$	0	(d)	$	0	(d)
Ratio of Expenses to Average Net Assets before Expense Offsets		2.7	%		5.1	%*
Ratio of Expenses to Average Net Assets		2.4	%		2.5	%*
Ratio of Net Investment Income to Average Net Assets		1.0	%		1.6	%*
Portfolio Turnover Rate(e)		174.2	%		46.2	%

STRONG ADVISOR UTILITIES AND ENERGY FUND — CLASS C

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002(b)
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	9.02		$	10.00
Income From Investment Operations:
Net Investment Income (Loss)		0.09			0.05	(c)
Net Realized and Unrealized Gains (Losses) on Investments		1.61			(0.99	)
Total from Investment Operations		1.70			(0.94	)
Less Distributions:
From Net Investment Income		(0.10	)		(0.04	)
Total Distributions		(0.10	)		(0.04	)
Net Asset Value, End of Period	$	10.62		$	9.02
Ratios and Supplemental Data
Total Return		+19.0	%		–9.4	%
Net Assets, End of Period (In Millions)	$	0	(d)	$	0	(d)
Ratio of Expenses to Average Net Assets before Expense Offsets		2.7	%		5.3	%*
Ratio of Expenses to Average Net Assets		2.4	%		2.5	%*
Ratio of Net Investment Income to Average Net Assets		0.9	%		1.3	%*
Portfolio Turnover Rate(e)		174.2	%		46.2	%

 * 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 July 31, 2002 (commencement of class) to December 31, 2002 (Note 1).

(c) Net investment income (loss) per share represents net investment income (loss) divided by average shares outstanding throughout the year.

(d) Amount is less than $500,000.

(e) Calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

See Notes to Financial Statements.

83

FINANCIAL HIGHLIGHTS (continued)

STRONG ADVISOR LARGE COMPANY CORE FUND — CLASS A

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002(b)			Sep. 30, 2002(c)			Sep. 30, 2001			Sep. 30, 2000			Sep. 30, 1999
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	8.81		$	8.24		$	9.65		$	14.67		$	11.72		$	9.71
Income From Investment Operations:
Net Investment Income		(0.00	)(d)(e)		0.01	(e)		0.07			0.12			0.14			0.09
Net Realized and Unrealized Gains (Losses) on Investments		2.02			0.57			(1.10	)		(3.79	)		3.26			2.03
Total from Investment Operations		2.02			0.58			(1.03	)		(3.67	)		3.40			2.12
Less Distributions:
From Net Investment Income		(0.01	)		(0.01	)		(0.05	)		(0.12	)		(0.14	)		(0.11	)
From Net Realized Gains		(0.01	)		—			(0.33	)		(1.23	)		(0.31	)		—
Total Distributions		(0.02	)		(0.01	)		(0.38	)		(1.35	)		(0.45	)		(0.11	)
Net Asset Value, End of Period	$	10.81		$	8.81		$	8.24		$	9.65		$	14.67		$	11.72
Ratios and Supplemental Data
Total Return		+22.9	%		+7.0	%		–11.5	%		–26.4	%		+29.5	%		+21.9	%
Net Assets, End of Period (In Millions)	$	67		$	9		$	6		$	4		$	5		$	3
Ratio of Expenses to Average Net Assets before Expense Offsets		1.7	%		3.1	%*		3.7	%		4.7	%		3.8	%		4.6	%
Ratio of Expenses to Average Net Assets		1.5	%		1.5	%*		1.5	%		1.5	%		1.5	%		1.5	%
Ratio of Net Investment Income to Average Net Assets		(0.0	)%(d)		0.1	%*		0.8	%		1.0	%		1.1	%		0.8	%
Portfolio Turnover Rate(f)		148.2	%		36.4	%		190.4	%		221.6	%		142.7	%		113.4	%

STRONG ADVISOR LARGE COMPANY CORE FUND — CLASS B

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002(g)
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	8.79		$	8.21
Income From Investment Operations:
Net Investment Income		(0.10	)(e)		(0.02	)(e)
Net Realized and Unrealized Gains on Investments		2.01			0.60
Total from Investment Operations		1.91			0.58
Less Distributions:
From Net Investment Income		(0.00	)(d)		—
From Net Realized Gains		(0.01	)		—
Total Distributions		(0.01	)		—
Net Asset Value, End of Period	$	10.69		$	8.79
Ratios and Supplemental Data
Total Return		+21.7	%		+7.1	%
Net Assets, End of Period (In Millions)	$	8		$	0	(h)
Ratio of Expenses to Average Net Assets before Expense Offsets		2.5	%		4.2	%*
Ratio of Expenses to Average Net Assets		2.4	%		2.5	%*
Ratio of Net Investment Income to Average Net Assets		(1.0	)%		(0.2	)%*
Portfolio Turnover Rate(f)		148.2	%		36.4	%

 * Calculated on an annualized basis.

(a) Information presented relates to a share of capital stock of the Fund outstanding for the entire period.

(b) In 2002, the Fund changed its fiscal year-end from September to December.

(c) Effective September 5, 2002 Strong Capital Management, Inc. assumed the investment advisory responsibilities from Rockhaven Asset Management, LLC.

(d) Amount calculated is less than $0.005 or 0.05%.

(e) Net investment income (loss) per share represents net investment income (loss) divided by average shares outstanding throughout the year.

(f) Calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

(g) For the period from September 30, 2002 (commencement of class) to December 31, 2002.

(h) Amount is less than $500,000.

See Notes to Financial Statements.

84

FINANCIAL HIGHLIGHTS (continued)

STRONG ADVISOR LARGE COMPANY CORE FUND — CLASS C

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002(b)
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	8.79		$	8.21
Income From Investment Operations:
Net Investment Income (Loss)		(0.10	)(c)		(0.02	)(c)
Net Realized and Unrealized Gains (Losses) on Investments		2.01			0.60
Total from Investment Operations		1.91			0.58
Less Distributions:
From Net Investment Income		—			(0.00	)(d)
From Net Realized Gains (Losses)		(0.01	)		—
Total Distributions		(0.01	)		(0.00	)(d)
Net Asset Value, End of Period	$	10.69		$	8.79
Ratios and Supplemental Data
Total Return		+21.7	%		+7.1	%
Net Assets, End of Period (In Millions)	$	6		$	0	(e)
Ratio of Expenses to Average Net Assets before Expense Offsets		2.5	%		4.2	%*
Ratio of Expenses to Average Net Assets		2.4	%		2.5	%*
Ratio of Net Investment Income to Average Net Assets		(1.0	)%		(0.2	)%*
Portfolio Turnover Rate(f)		148.2	%		36.4	%

STRONG ADVISOR LARGE COMPANY CORE FUND — CLASS K

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002(b)
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	8.80		$	8.21
Income From Investment Operations:
Net Investment Income		0.05	(c)		0.02	(c)
Net Realized and Unrealized Losses on Investments		2.03			0.59
Total from Investment Operations		2.08			0.61
Less Distributions:
From Net Investment Income		(0.03	)		(0.02	)
From Net Realized Gains		(0.01	)		—
Total Distributions		(0.04	)		(0.02	)
Net Asset Value, End of Period	$	10.84		$	8.80
Ratios and Supplemental Data
Total Return		+23.7	%		+7.4	%
Net Assets, End of Period (In Millions)	$	35		$	0	(e)
Ratio of Expenses to Average Net Assets before Expense Offsets		1.4	%		2.9	%*
Ratio of Expenses to Average Net Assets		1.0	%		1.0	%*
Ratio of Net Investment Income to Average Net Assets		0.5	%		1.1	%*
Portfolio Turnover Rate(f)		148.2	%		36.4	%

 * 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 September 30, 2002 (commencement of class) to December 31, 2002.

(c) Net investment income (loss) per share represents net investment income (loss) divided by average shares outstanding throughout the year.

(d) Amount calculated is less than $0.005.

(e) Amount is less than $500,000.

(f) Calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

See Notes to Financial Statements.

85

NOTES TO FINANCIAL STATEMENTS

December 31, 2003

1. Organization

The accompanying financial statements represent the following Strong Advisor Equity Funds (the “Funds”), each with its own investment objectives and policies:

• Strong Advisor Common Stock Fund⁽¹⁾ (a series fund of Strong Common Stock Fund, Inc.)

• Strong Advisor Mid Cap Growth Fund⁽¹⁾ (a series fund of Strong Equity Funds, Inc.)

• Strong Advisor Small Cap Value Fund⁽¹⁾ (a series fund of Strong Equity Funds, Inc.)

• Strong Advisor U.S. Value Fund⁽¹⁾ (a series fund of Strong Conservative Equity Funds, Inc.)

• Strong Advisor Endeavor Large Cap Fund⁽¹⁾ (a series fund of Strong Common Stock Fund, Inc.)

• Strong Advisor Focus Fund⁽²⁾ (a series fund of Strong Common Stock Fund, Inc.)

• Strong Advisor International Core Fund⁽¹⁾ (a series fund of Strong International Equity Funds, Inc.)

• Strong Advisor Select Fund⁽²⁾ (a series fund of Strong Opportunity Fund, Inc.)

• Strong Advisor Technology Fund⁽¹⁾ (a series fund of Strong Common Stock Fund, Inc.)

• Strong Advisor U.S. Small/Mid Cap Growth Fund⁽¹⁾ (a series fund of Strong Opportunity Fund, Inc.)

• Strong Advisor Utilities and Energy Fund⁽¹⁾ (a series fund of Strong Equity Funds, Inc.)

• Strong Advisor Large Company Core Fund⁽¹⁾ (a series fund of Strong Equity Funds, Inc.)

⁽¹⁾ Diversified Fund.

⁽²⁾ Non-diversified Fund.

Each Fund is an open-end management investment company registered under the Investment Company Act of 1940, as amended (“1940 Act”).

Strong Advisor Common Stock Fund, Strong Advisor Mid Cap Growth Fund and Strong Advisor Small Cap Value Fund offer Class A, B, C and Z shares. Strong Advisor U.S. Value Fund offers Class A, B, C, K and Z shares. Strong Advisor Endeavor Large Cap Fund, Strong Advisor Focus Fund, Strong Advisor International Core Fund, Strong Advisor Select Fund, Strong Advisor Technology Fund, Strong Advisor U.S. Small/Mid Cap Growth Fund and Strong Advisor Utilities and Energy Fund offer Class A, B and C shares. Strong Advisor Large Company Core Fund offers Class A, B, C and K shares. All classes of shares differ principally in their respective administration, transfer agent and distribution expenses and sales charges, if any. All classes of shares have identical rights to earnings, assets and voting privileges, except for class-specific expenses and exclusive rights to vote on matters affecting only individual classes.

Class A, B and C shares are available only through financial professionals. Class K shares are primarily available through retirement plans. Class Z shares are available to certain investors and investment professionals who owned Investor Class shares of the Fund on November 30, 2000 and to certain other investors as set forth in the Funds’ prospectuses.

Effective March 28, 2002 (public launch April 1, 2002), Strong Advisor U.S. Small/Mid Cap Growth Fund commenced operations and offers three classes of shares: Class A, B and C.

Effective July 31, 2002 (public launch August 1, 2002), Strong Advisor Utilities and Energy Fund commenced operations and offers three classes of shares: Class A, B and C.

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 — Securities of the Funds traded on a national securities exchange are valued each business day at the last sales price. Securities traded on the NASDAQ Stock Market are valued each business day using the NASDAQ Official Closing Price (“NOCP”). Exchange-traded securities for which there were no transactions and NASDAQ-traded securities for which there is no NOCP are valued at the mean of the bid and ask prices. Securities for which market quotations are not readily available are fair valued as determined in good faith under the general supervision of the Board of Directors. Some of the Fund’s portfolio securities may be listed on foreign exchanges that close before the U.S. markets and that trade on days when the U.S. markets are closed. As a result, management, under the supervision of the Strong Funds’ Board of Directors, will consider significant events affecting foreign securities and the movements of the domestic markets that occur after the close of the foreign markets and before the time a Fund’s net asset value (“NAV”) is calculated in valuing such foreign securities. Securities that are purchased within 60 days of their stated maturity are valued at amortized cost, which approximates fair value.

The Funds may own certain securities that are restricted as to resale. Restricted securities include Section 4(2) commercial paper, securities issued in a private placement, or securities eligible for resale pursuant to Rule 144A under the Securities Act of 1933. Restricted securities may be determined to be liquid or illiquid. Securities are deemed illiquid based upon

86

guidelines established by the Funds’ Board of Directors. Illiquid securities are valued after giving due consideration to pertinent factors, such as recent private sales, market conditions, and the issuer’s financial performance. The aggregate cost and fair value of restricted securities held at December 31, 2003, that are deemed illiquid, are as follows:

	Aggregate Cost		Aggregate Fair Value		Percent of Net Assets
Strong Advisor Small Cap Value Fund	$	680,073	$	1,183,128	0.1	%

(B) Federal Income and Excise Taxes and Distributions to Shareholders — The Funds intend to comply with the requirements of the Internal Revenue Code of 1986, as amended, 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 recorded.

Undistributed income or net realized gains for financial statement purposes may differ from what is determined for federal income tax purposes due to differences in the timing, recognition and characterization of income, and expense and capital gain items for financial statement and tax purposes. Where appropriate, reclassifications between net asset accounts are made for such differences that are permanent in nature. The Funds may utilize earnings and profits distributed to shareholders on redemption of shares as part of the dividends paid deduction.

Each Fund, other than Strong Advisor U.S. Value Fund and Strong Advisor Utilities and Energy Fund, generally pays dividends from net investment income and distributes net realized capital gains, if any, at least annually. Strong Advisor U.S. Value Fund and Strong Advisor Utilities and Energy Fund generally pay dividends from net investment income quarterly and distribute net realized capital gains, if any, at least 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, foreign currencies or interest rates. The use of these instruments involves certain risks, including the possibility that the value of the underlying assets or indices fluctuate, the derivative becomes illiquid, imperfect correlation exists between the value of the derivative and the underlying assets or indices, or that the counterparty fails to perform its obligations when due.

Investments in foreign-denominated assets or forward currency contracts may involve greater risks than domestic investments due to currency rate fluctuations, political and economic instability, different financial reporting standards and taxes, less liquidity, less strict regulation of securities markets and smaller markets with lower trading volume.

(E) Futures — Upon entering into a futures contract, the Funds deposit in a segregated account with their custodian, in the name of the broker, cash and/or other liquid investments equal to the minimum “initial margin” requirements of the exchange. Each Fund designates liquid securities 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 futures contract. Such receipts or payments are known as “variation margin” and are recorded as unrealized gains or losses. When the futures contract is closed, a realized gain or loss is recorded equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.

(F) Options — The 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 that is subsequently adjusted daily to the current market value of the option. Changes between the initial premiums received and the current market value of the options are recorded as unrealized gains or losses. When an option is closed, expired or exercised, 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 written option, although any potential loss during the period would be reduced by the amount of the option premium received by the Funds. Each Fund designates liquid securities as collateral on open written options contracts.

(G) Foreign Currency Conversion — Securities and other assets and liabilities initially expressed in foreign currencies are converted daily into U.S. dollars based upon current exchange rates. Purchases and sales of foreign securities and foreign income are converted into 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.

87

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2003

(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) Short Positions — The Funds may engage in short sale transactions. For financial statement purposes, an amount equal to the settlement amount is included in the Statements of Assets and Liabilities as an asset and an equivalent liability. The amount of the liability is subsequently marked-to-market to reflect the current value of the short position. Changes between the amount of the liability and the current market value of the short positions are recorded as unrealized gains or losses. The Funds are liable to the buyer for any dividends payable on securities while those securities are in a short position. If the Funds sell securities short while also holding the long position in the security, they may protect unrealized gains but will lose the opportunity to profit on such securities if the price rises. If the Funds sell securities short when not holding the long position in the security, they will experience a loss if the market price of the security increases between the date of the short sale and the date the security is replaced.

(J) Repurchase Agreements — The Funds may enter into repurchase agreements with institutions that the Funds’ investment advisor, Strong Capital Management, Inc. (“Strong” or the “Advisor”), has determined are creditworthy. Each repurchase transaction is recorded at cost, which approximates fair value. The Funds require that the collateral, represented by cash and/or securities (primarily U.S. government securities), in a repurchase transaction be maintained in a segregated account under the control of the Fund’s custodial bank in a manner sufficient to enable the Funds to liquidate those securities in the event of a default of the counterparty. On a daily basis, the Fund’s custodial bank monitors the value of the collateral, including accrued interest, to ensure it is at least equal to the amounts owed to the Funds under each repurchase agreement.

(K) Securities Lending — The Funds, except Strong Advisor Utilities and Energy Fund and Strong Advisor Large Company Core Fund, have entered into a Securities Lending Agreement (the “Agreement”) with Deutsche Bank, which was subsequently acquired by State Street Bank and Trust Company. Under the terms of the Agreement, the Funds may lend portfolio securities to qualified institutional borrowers in order to earn additional income. The Agreement requires that loans are collateralized at all times by cash and cash equivalents equal to at least 102% of the market value of the aggregate loaned securities, plus accrued interest, and the collateral is marked-to-market daily. Cash collateral received is invested in repurchase agreements, investment funds, government obligations and/or bank obligations.

At December 31, 2003, Strong Advisor Common Stock Fund, Strong Advisor Mid Cap Growth Fund and Strong Advisor U.S. Value Fund had securities with a market value of $46,764,638, $2,409,719 and $3,501,385, respectively, on loan and had received $48,053,386, $2,462,934 and $3,584,475, respectively, in collateral (both are included within Investments in the Statements of Assets and Liabilities). Amounts earned as interest on investments of cash collateral, net of rebates and other securities lending expenses, are included in Interest Income in the Statements of Operations. For the year ended December 31, 2003, the securities lending income totaled, $118,698, $2,386 and $9,106 for Strong Advisor Common Stock Fund, Strong Advisor Mid Cap Growth Fund and Strong Advisor U.S. Value Fund, respectively.

The three primary risks associated with securities lending are: a borrower defaulting on its obligation to return the securities loaned resulting in a shortfall on the posted collateral; a principal loss arising from the lending agent’s investment of cash collateral; and the inability of the lending Fund to recall a security in time to exercise valuable voting rights or sell the security. In each case, the lending agent has indemnified the Funds for these types of losses.

(L) Directed Brokerage — The Funds direct certain portfolio trades to brokers who, in turn, pay a portion of the Funds’ expenses not attributable to the Advisor or its affiliates. Such amounts are included in Expense Offsets reported in the Funds’ Statements of Operations and in Note 4.

(M) Earnings Credit Arrangements — Credits are earned on positive cash balances maintained in custodian accounts. These credits serve to reduce the custodian’s fees incurred by certain Funds and are included in Expense Offsets reported in the Funds’ Statements of Operations and in Note 4.

(N) Expenses — The Funds and other affiliated Strong Funds contract for certain services on a collective basis. The majority of the expenses are directly identifiable to an individual Fund. Expenses that are not readily identifiable to a specific Fund will be allocated in such a manner as deemed equitable, taking into consideration, among other things, the nature and type of expense and the relative sizes of the Strong Funds.

(O) Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts in these financial statements. Actual results could differ from those estimates.

88

(P) 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 on the interest method. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative shares outstanding.

(Q) Redemption Fees — Class A shares of Strong Advisor Large Company Core Fund held for less than 1 year are subject to a redemption fee of 1.00% on the redeemed share’s market value. Effective October 1, 2003, Class A, B and C shares of Strong Advisor International Core Fund held for less than 30 calendar days are subject to a redemption fee of 1.00%, based on the redeemed share’s market value. Redemption fees are paid directly to the Funds. The amount collected for the year ended December 31, 2003 was $12,110 for Strong Advisor Large Company Core Fund. Strong Advisor International Core Fund did not collect any redemption fees during the year.

3. Related Party Transactions

The Advisor provides investment advisory and related services to the Funds. Strong Investor Services, Inc. (the “Administrator”), an affiliate of the Advisor, provides administrative, transfer agent and related services to the Funds. Certain officers and, until December 2, 2003, certain directors of the Funds are or were affiliated with the Advisor and the Administrator. Investment advisory and administration fees, which are established by terms of the advisory and administration agreements, are based on the following annualized rates of the average daily net assets of the respective Fund:

			Administrative Fees
	Advisory Fees(1)		Class A		Class B		Class C		Class K		Class Z
Strong Advisor Common Stock Fund	0.75	%	0.30	%	0.30	%	0.30	%	*		0.30	%
Strong Advisor Mid Cap Growth Fund	0.75	%	0.30	%	0.30	%	0.30	%	*		0.30	%
Strong Advisor Small Cap Value Fund	0.75	%	0.30	%	0.30	%	0.30	%	*		0.30	%
Strong Advisor U.S. Value Fund	0.55	%	0.30	%	0.30	%	0.30	%	0.25	%	0.30	%
Strong Advisor Endeavor Large Cap Fund	0.75	%	0.30	%	0.30	%	0.30	%	*		*
Strong Advisor Focus Fund	0.75	%	0.30	%	0.30	%	0.30	%	*		*
Strong Advisor International Core Fund	0.75	%	0.30	%	0.30	%	0.30	%	*		*
Strong Advisor Select Fund	0.75	%	0.30	%	0.30	%	0.30	%	*		*
Strong Advisor Technology Fund	0.75	%	0.30	%	0.30	%	0.30	%	*		*
Strong Advisor U.S. Small/Mid Cap Growth Fund	0.75	%	0.30	%	0.30	%	0.30	%	*		*
Strong Advisor Utilities and Energy Fund	0.75	%	0.30	%	0.30	%	0.30	%	*		*
Strong Advisor Large Company Core Fund	0.75	%	0.30	%	0.30	%	0.30	%	0.25	%	*

 * Does not offer share class.

⁽¹⁾ The Investment Advisory fees are 0.75% for assets under $4 billion, 0.725% for the next $2 billion assets, and 0.70% for assets $6 billion and above. Strong Advisor U.S. Value Fund does not have a breakpoint schedule.

The Funds’ Advisor and/or Administrator may voluntarily waive or absorb certain expenses at their discretion. The Advisor and/or Administrator has contractually agreed to waive and/or absorb expenses for the following Funds until May 1, 2004, to keep Total Operating Expenses at or below the following percentages:

	Class A		Class B		Class C		Class K		Class Z
Strong Advisor Common Stock Fund	*		2.50	%	*		**		*
Strong Advisor Mid Cap Growth Fund	*		2.50	%	2.50	%	**		*
Strong Advisor Small Cap Value Fund	*		*		*		**		*
Strong Advisor U.S. Value Fund	2.50	%	2.50	%	2.50	%	0.99	%	*
Strong Advisor Endeavor Large Cap Fund	*		2.50	%	2.50	%	**		*	*
Strong Advisor Focus Fund	1.50	%	2.25	%	2.25	%	**		*	*
Strong Advisor International Core Fund	2.50	%	2.50	%	2.50	%	**		*	*
Strong Advisor Select Fund	2.50	%	2.50	%	2.50	%	**		*	*
Strong Advisor Technology Fund	2.50	%	2.50	%	2.50	%	**		*	*
Strong Advisor U.S. Small/Mid Cap Growth Fund	2.50	%	2.50	%	2.50	%	**		*	*
Strong Advisor Utilities and Energy Fund	*		*		*		**		*	*
Strong Advisor Large Company Core Fund	1.50	%(1)	2.50	%	2.50	%	0.99	%	*	*

 * Contractual rate not applicable to Class.

 ** Does not offer share class.

⁽¹⁾ The contractual rate is indefinite and may only be terminated by the Board of Directors of the Funds, but not before May 1, 2004.

Transfer agent and related service fees for the Funds’ Class Z shares are paid at a rate of $27.00 for each open shareholder account and $4.20 for each closed shareholder account. Transfer agent and related service fees for each of the Funds’ Class A, B, C and K shares are paid at an annual rate of 0.20% of the average daily net assets of each respective class. Transfer agent fees are recorded in Shareholder Servicing Costs in the Funds’ Statements of Operations and in Note 4. The Administrator also allocates

89

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2003

to each Fund certain charges or credits resulting from transfer agency banking activities based on each Class’ level of subscription and redemption activity. Transfer Agency Banking Charges allocated to the Funds by the Administrator, if any, are included in Other Expenses in the Funds’ Statements of Operations and in Note 4. Transfer Agency Banking Credits allocated by the Administrator, if any, serve to reduce the transfer agency expenses incurred by the Funds and are included in Expense Offsets in the Funds’ Statements of Operations and in Note 4. The Administrator is also compensated for certain other out-of-pocket expenses related to transfer agent services.

The Funds have adopted a Rule 12b-1 distribution and service plan under the 1940 Act on behalf of each of the Funds’ Class A, B and C shares. Under the plan, Strong Investments, Inc. (the “Distributor” and an affiliate of the Advisor) is paid an annual rate of 0.25%, 1.00% and 1.00% of the average daily net assets of the Class A, B and C shares, respectively, as compensation for services provided and expenses incurred, including amounts paid to brokers or dealers, in connection with the sale of each Fund’s Class A, B and C shares. See Note 4.

The Funds’ Class A, B and C shares have sales charges charged to shareholders. The Funds’ Class A shares have a maximum 5.75% front-end sales charge. The Funds’ Class A shares, except Strong Advisor Large Company Core Fund, may be subject to a 1.00% contingent deferred sales charge if shares are purchased without an initial sales charge and are redeemed within one year of purchase (usually on purchases of $1,000,000 or more). The Funds’ Class B shares have a maximum 5.00% contingent deferred sales charge. The Funds’ Class C shares have a 1.00% contingent deferred sales charge, if the shares are sold within one year of their original purchase date. Certain of these sales charges may be waived in limited circumstances.

For the year ended December 31, 2003, the Distributor received aggregate sales charges from the sale of Class A shares as follows: Strong Advisor Common Stock Fund $20,159, Strong Advisor Mid Cap Growth Fund $1,456, Strong Advisor Small Cap Value Fund $74,331, Strong Advisor U.S. Value Fund $1,326, Strong Advisor Endeavor Large Cap Fund $107, Strong Advisor Focus Fund $62, Strong Advisor International Core Fund $1,813, Strong Advisor Select Fund $283, Strong Advisor Technology Fund $104, Strong Advisor U.S. Small/Mid Cap Growth Fund $1,873, Strong Advisor Utilities and Energy Fund $637 and Strong Advisor Large Company Core Fund $45,327.

For the year ended December 31, 2003, the Distributor received aggregate contingent deferred sales charges from the redemption of Class A, B, and C shares as follows: Strong Advisor Common Stock Fund $103,617, Strong Advisor Mid Cap Growth Fund $19,250, Strong Advisor Small Cap Value Fund $411,075, Strong Advisor U.S. Value Fund $19,143, Strong Advisor Endeavor Large Cap Fund $3,565, Strong Advisor Focus Fund $16,955, Strong Advisor International Core Fund $1,590, Strong Advisor Select Fund $3,745, Strong Advisor Technology Fund $20, Strong Advisor U.S. Small/Mid Cap Growth Fund $1,656, Strong Advisor Utilities and Energy Fund $0 and Strong Advisor Large Company Core Fund $22,328.

Sales charges are not an expense of the Funds and are not reflected in the financial statements of the Funds.

Next Century Growth Investors, LLC (“Next Century Growth”), an affiliate of the Advisor, manages the investments of Strong Advisor U.S. Small/Mid Cap Growth Fund under a subadvisory agreement with the Advisor. Next Century Growth is compensated by the Advisor (not the Fund) and bears all of its own expenses in providing subadvisory services.

W.H. Reaves & Co., Inc. (“Reaves”) manages the investments of Strong Advisor Utilities and Energy Fund under an agreement with the Advisor. Reaves is compensated by the Advisor (not the Fund) and bears all of its own expenses in providing subadvisory services. The investment subadvisory fees are based on breakpoints ranging from net asset values of $200 million to $2.5 billion. The investment subadvisory fees are also subject to adjustment upward or downward depending on the Fund’s performance measured against a benchmark. The benchmark is 90% of the performance of a blend of utilities and energy indices. In addition, Reaves directly affects purchases and sales of securities for the Fund. In conjunction therewith, brokerage commissions paid to Reaves by the Fund for the year ended December 31, 2003, totaled $64,422.

90

The Funds may invest cash in money market funds managed by the Advisor, subject to certain limitations.

Certain information regarding related party transactions, excluding the effects of waivers and absorptions, for the year ended December 31, 2003, is as follows:

	Payable to/ (Receivable from) Advisor or Administrator at Dec. 31, 2003			Shareholder Servicing and Other Related Expenses Paid to Administrator		Transfer Agency Banking Charges/(Credits)		Unaffiliated Directors’ Fees
Strong Advisor Common Stock Fund	$	376,686		$	3,931,818	$	11,466	$	36,558
Strong Advisor Mid Cap Growth Fund		31,964			421,603		1,681		2,318
Strong Advisor Small Cap Value Fund		443,364			4,074,021		19,998		27,074
Strong Advisor U.S. Value Fund		74,121			1,088,309		25,387		4,669
Strong Advisor Endeavor Large Cap Fund		9,788			69,819		1,655		1,191
Strong Advisor Focus Fund		2,708			7,483		25		831
Strong Advisor International Core Fund		(532	)		2,282		6		756
Strong Advisor Select Fund		16,504			145,655		1,741		1,642
Strong Advisor Technology Fund		254			4,477		6		781
Strong Advisor U.S. Small/Mid Cap Growth Fund		3,235			5,188		6		759
Strong Advisor Utilities and Energy Fund		2,169			25,414		12		819
Strong Advisor Large Company Core Fund		18,007			136,488		587		867

At December 31, 2003, the Distributor owned 23% of the outstanding shares of Strong Advisor International Core Fund, and Strong Financial Corporation, the Advisor’s parent, owned 10% of Strong Advisor U.S. Small/Mid Cap Growth Fund.

91

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2003

4 Expenses and Expense Offsets

For the year ended December 31, 2003, the class specific expenses are as follows:

	Administrative Fees		Shareholder Servicing Costs		Reports to Shareholders			12 b-1 Fees		Other
Strong Advisor Common Stock Fund
Class A	$	185,953	$	125,386	$	14,181		$	154,961	$	41
Class B		92,421		64,365		19,790			308,069		215
Class C		83,696		57,897		16,818			278,986		1,075
Class Z		4,357,362		3,679,886		396,587			—		15,246
Strong Advisor Mid Cap Growth Fund
Class A		29,340		19,746		3,620			24,450		12
Class B		8,301		5,902		6,429			27,670		52
Class C		2,713		1,908		2,126			9,045		36
Class Z		215,717		393,113		76,512			—		3,284
Strong Advisor Small Cap Value Fund
Class A		1,395,380		939,956		93,625			1,162,817		3,441
Class B		284,393		198,322		65,900			947,977		915
Class C		380,914		262,347		55,121			1,269,712		1,841
Class Z		2,571,489		2,669,064		176,936			—		18,133
Strong Advisor U.S. Value Fund
Class A		10,075		6,865		1,152			8,396		85
Class B		10,896		7,573		1,987			36,320		29
Class C		6,787		4,856		2,084			22,740		631
Class K		43,744		35,001		(65	)		—		1,246
Class Z		577,375		1,033,129		236,827			—		24,281
Strong Advisor Endeavor Large Cap Fund
Class A		101,753		67,877		1,987			84,794		1,677
Class B		1,661		1,152		280			5,535		3
Class C		971		692		383			3,239		72
Strong Advisor Focus Fund
Class A		5,824		4,001		1,500			4,851		34
Class B		3,759		2,676		2,100			12,524		11
Class C		1,065		751		472			3,549		35
Strong Advisor International Core Fund
Class A		1,240		843		128			1,032		3
Class B		1,529		1,064		575			5,093		3
Class C		537		369		(421	)		1,805		6
Strong Advisor Select Fund
Class A		215,675		143,883		6,297			179,729		1,774
Class B		1,371		955		225			4,569		4
Class C		1,033		728		245			3,442		50
Strong Advisor Technology Fund
Class A		4,685		3,176		602			3,904		10
Class B		963		672		458			3,210		2
Class C		865		613		529			2,883		10
Strong Advisor U.S. Small/Mid Cap Growth Fund
Class A		3,478		2,353		34			2,898		12
Class B		1,976		1,347		35			6,586		3
Class C		1,940		1,327		181			6,478		152
Strong Advisor Utilities and Energy Fund
Class A		36,978		24,670		(201	)		30,815		36
Class B		374		256		110			1,249		—
Class C		669		454		116			2,231		9
Strong Advisor Large Company Core Fund
Class A		116,850		78,272		7,923			97,259		149
Class B		12,514		8,376		2,320			41,779		30
Class C		10,418		7,011		3,956			34,803		174
Class K		53,298		42,623		1,828			—		440

92

For the year ended December 31, 2003, the class specific expense offsets are as follows:

	Expense Waivers and Absorptions			Transfer Agency Banking Credits			Directed Brokerage Credits			Earnings Credits
Strong Advisor Common Stock Fund
Class A	$	(188	)	$	(826	)	$	—		$	—
Class B		(111	)		—			—			—
Class C		(149	)		—			—			—
Class Z		(6,490	)		—			—			—
Fund Level		(92,189	)		—			(117,548	)		(620	)
Strong Advisor Mid Cap Growth Fund
Class A		(504	)		(892	)		—			—
Class B		(3,077	)		—			—			—
Class C		(1,092	)		—			—			—
Class Z		(24,067	)		—			—			—
Fund Level		(4,385	)		—			(50,058	)		(351	)
Strong Advisor Small Cap Value Fund
Class A		(1,530	)		—			—			—
Class B		(374	)		—			—			—
Class C		(448	)		—			—			—
Class Z		(10,815	)		—			—			—
Fund Level		(105,306	)		—			(147,666	)		(1,314	)
Strong Advisor U.S. Value Fund
Class A		(11	)		—			—			—
Class B		(13	)		—			—			—
Class C		(629	)		—			—			—
Class K		(13,879	)		—			—			—
Class Z		(28,087	)		—			—			—
Fund Level		(12,957	)		—			(24,492	)		(416	)
Strong Advisor Endeavor Large Cap Fund
Class A		(259	)		—			—			—
Class B		(1,864	)		—			—			—
Class C		(1,202	)		—			—			—
Fund Level		(2,063	)		—			(26,861	)		(18	)
Strong Advisor Focus Fund
Class A		(16,011	)		—			—			—
Class B		(12,729	)		—			—			—
Class C		(3,587	)		—			—			—
Fund Level		(26,036	)		—			(5,552	)		(7	)
Strong Advisor International Core Fund
Class A		(3,266	)		—			—			—
Class B		(8,890	)		—			—			—
Class C		(2,708	)		—			—			—
Fund Level		(75,562	)		—			(142	)		(2	)
Strong Advisor Select Fund
Class A		(8	)		—			—			—
Class B		(103	)		—			—			—
Class C		(89	)		—			—			—
Fund Level		(4,496	)		—			(23,545	)		(17	)
Strong Advisor Technology Fund
Class A		(11,509	)		—			—			—
Class B		(5,117	)		—			—			—
Class C		(4,753	)		—			—			—
Fund Level		(7,986	)		—			(6,782	)		(3	)
Strong Advisor U.S. Small/Mid Cap Growth Fund
Class A		(495	)		—			—			—
Class B		(5,573	)		—			—			—
Class C		(6,199	)		—			—			—
Fund Level		(30,307	)		—			(3,765	)		(16	)
Strong Advisor Utilities and Energy Fund
Class A		(3	)		—			—			—
Class B		(406	)		—			—			—
Class C		(578	)		—			—			—
Fund Level		(873	)		—			—			(8	)

93

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2003

	Expense Waivers and Absorptions			Transfer Agency Banking Credits		Directed Brokerage Credits			Earnings Credits
Strong Advisor Large Company Core Fund
Class A	$	(68,875	)	$	—	$	—		$	—
Class B		(659	)		—		—			—
Class C		(2,305	)		—		—			—
Class K		(81,268	)		—		—			—
Fund Level		(19,437	)		—		(21,281	)		(291	)

5. Line of Credit

The Strong Funds have established a line of credit agreement (“LOC”) with certain financial institutions, which expires October 8, 2004, 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 LOC. For an individual Fund, borrowings under the LOC are limited to either the lesser of 15% of the market value of the Fund’s total assets or any explicit borrowing limits in the Fund’s registration statement. The principal amount of each borrowing under the LOC is due not more than 45 days after the date of the borrowing. Borrowings under the LOC bear interest based on prevailing market rates as defined in the LOC. A commitment fee of 0.09% per annum is incurred on the unused portion of the LOC and is allocated to all participating Strong Funds based on their net asset values. For the year ended December 31, 2003, there were no borrowings by Strong Advisor Common Stock Fund, Strong Advisor Small Cap Value Fund, Strong Advisor Select Fund and Strong Advisor U.S. Small/Mid Cap Growth Fund under the LOC. Strong Advisor Mid Cap Growth Fund, Strong Advisor Endeavor Large Cap Fund, Strong Advisor Focus Fund, Strong Advisor Technology Fund, Strong Advisor Utilities and Energy Fund and Strong Advisor Large Company Core Fund had minimal borrowings under the LOC during the year. During the year ended December 31, 2003, Strong Advisor U.S. Value Fund and Strong Advisor International Core Fund had an outstanding average daily balance of $363,562 and $1,918, respectively, under the LOC. The maximum amount outstanding during the year was $26,900,000 and $200,000, respectively. Interest expense amounted to $6,488 and $32 respectively, for the year ended December 31, 2003. At December 31, 2003, Strong Advisor Endeavor Large Cap Fund and Strong Advisor Technology each had outstanding borrowings of $100,000 under the LOC.

6. Investment Transactions

The aggregate purchases and sales of long-term securities during the year ended December 31, 2003, are as follows:

	Purchases		Sales
Strong Advisor Common Stock Fund	$	596,599,289	$	906,382,164
Strong Advisor Mid Cap Growth Fund		204,751,702		235,521,238
Strong Advisor Small Cap Value Fund		693,447,295		434,546,266
Strong Advisor U.S. Value Fund		114,320,976		127,311,785
Strong Advisor Endeavor Large Cap Fund		78,660,319		79,093,164
Strong Advisor Focus Fund		8,472,373		9,654,295
Strong Advisor International Core Fund		1,457,037		906,740
Strong Advisor Select Fund		173,226,696		170,178,437
Strong Advisor Technology Fund		3,703,988		4,270,736
Strong Advisor U.S. Small/Mid Cap Growth Fund		6,672,067		2,754,473
Strong Advisor Utilities and Energy Fund		21,481,795		19,520,066
Strong Advisor Large Company Core Fund		188,414,623		96,992,355

There were no purchases or sales of long-term U.S. government securities during the year ended December 31, 2003.

94

7. Income Tax Information

The following information for the Funds is presented on an income tax basis as of December 31, 2003:

	Cost of Investments		Gross Unrealized Appreciation		Gross Unrealized (Depreciation)			Net Unrealized Appreciation/ (Depreciation) on Investments		Distributable Ordinary Income		Distributable Long-Term Capital Gains
Strong Advisor Common Stock Fund	$	1,200,688,003	$	446,953,480	$	(20,234,303	)	$	426,719,177	$	—	$	—
Strong Advisor Mid Cap Growth Fund		58,984,207		16,094,839		(356,842	)		15,737,997		—		—
Strong Advisor Small Cap Value Fund		1,534,448,403		643,322,847		(32,957,314	)		610,365,533		—		23,150,056
Strong Advisor U.S. Value Fund		216,193,980		50,353,484		(3,023,860	)		47,329,624		19,290		—
Strong Advisor Endeavor Large Cap Fund		31,651,154		6,516,337		(260,079	)		6,256,258		—		—
Strong Advisor Focus Fund		2,490,952		679,017		(34,916	)		644,101		—		—
Strong Advisor International Core Fund		1,165,556		317,454		(448	)		317,006		2,131		—
Strong Advisor Select Fund		67,373,483		16,243,711		(745,237	)		15,498,474		—		—
Strong Advisor Technology Fund		1,783,008		425,264		(102,903	)		322,361		—		—
Strong Advisor U.S. Small/Mid Cap Growth Fund		4,733,584		945,400		(48,325	)		897,075		—		—
Strong Advisor Utilities and Energy Fund		8,900,475		1,472,630		(60,662	)		1,411,968		883		—
Strong Advisor Large Company Core Fund		104,879,041		12,279,958		(191,031	)		12,088,927		1,633,867		16,644

The difference between cost amounts for financial statement and federal income tax purposes is due primarily to timing differences in recognizing certain gains and losses on security transactions.

The tax components of dividends paid during the years ended December 31, 2003 and 2002, capital loss carryovers (expiring in varying amounts through 2011) as of December 31, 2003, and tax basis post-October losses as of December 31, 2003, which are not recognized for tax purposes until the first day of the following fiscal year, are

	2003 Income Tax Information						2002 Income Tax Information
	Ordinary Income Distributions		Long-Term Capital Gains Distributions		Net Capital Loss Carryovers		Post-October Losses		Ordinary Income Distributions			Long-Term Capital Gains Distributions
Strong Advisor Common Stock Fund	$	—	$	—	$	96,520,387	$	—	$	—		$	—
Strong Advisor Mid Cap Growth Fund		—		—		118,022,208		—		—			—
Strong Advisor Small Cap Value Fund		793,398		49,600,777		—		—		—			—
Strong Advisor U.S. Value Fund		1,833,699		—		3,870,281		—		1,026,838			14,318,230
Strong Advisor Endeavor Large Cap Fund		—		—		5,639,429		5,454		—			—
Strong Advisor Focus Fund		—		—		4,477,452		—		—			—
Strong Advisor International Core Fund		19,549		—		30,255		—		—			—
Strong Advisor Select Fund		—		—		5,735,050		—		106,837			—
Strong Advisor Technology Fund		—		—		763,150		—		—			—
Strong Advisor U.S. Small/Mid Cap Growth Fund		—		—		107,537		138,702		—			—
Strong Advisor Utilities and Energy Fund		184,358		—		313,921		—		36,612			—
Strong Advisor Large Company Core Fund		71,868		101,831		—		6,338		6,435	(1)		—	(1)

⁽¹⁾ For the period from October 1, 2002 through December 31, 2002. Ordinary income distributions and long-term capital gains distributions during the year ended September 30, 2002 are $161,409 and $10, respectively.

For corporate shareholders in the Funds, the percentage of ordinary dividend income distributed for the year ended December 31, 2003, which is designated as qualifying for the dividends-received deduction, is as follows (unaudited): Strong Advisor Common Stock Fund 0.0%, Strong Advisor Mid Cap Growth Fund 0.0%, Strong Advisor Small Cap Value Fund 100.0%, Strong Advisor U.S. Value Fund 100.0%, Strong Advisor Endeavor Large Cap Fund 0.0%, Strong Advisor Focus Fund 0.0%, Strong Advisor International Core Fund 0.0%, Strong Advisor Select Fund 0.0%, Strong Advisor Technology Fund 0.0%, Strong Advisor U.S. Small/Mid Cap Growth Fund 0.0%, Strong Advisor Utilities and Energy Fund 100.0% and Strong Advisor Large Company Core Fund 100.0%.

For shareholders in the Funds, the percentage of dividend income distributed for the year ended December 31, 2003, which is designated as qualified dividend income under the Jobs and Growth Tax Relief Act of 2003, is as follows (unaudited): Strong Advisor Common Stock Fund 0.0%, Strong Advisor Mid Cap Growth Fund 0.0%, Strong Advisor Small Cap Value Fund 0.0%, Strong Advisor U.S. Value Fund 100.0%, Strong Advisor Endeavor Large Cap Fund 0.0%, Strong Advisor Focus Fund 0.0%, Strong Advisor International Core Fund 100.0%, Strong Advisor Select Fund 0.0%, Strong Advisor Technology Fund 0.0%, Strong Advisor U.S. Small/Mid Cap Growth Fund 0.0%, Strong Advisor Utilities and Energy Fund 100.0% and Strong Advisor Large Company Core Fund 89.0%.

95

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2003

Capital loss carryovers utilized during the year ended December 31, 2003, are as follows: Strong Advisor Common Stock Fund $67,032,864, Strong Advisor Mid Cap Growth Fund $8,733,556, Strong Advisor Small Cap Value Fund $8,884,388, Strong Advisor U.S. Value Fund $11,033,594, Strong Advisor Endeavor Large Cap Fund $3,065,532, Strong Advisor Focus Fund $140,948, Strong Advisor International Core Fund $0, Strong Advisor Select Fund $6,665,132, Strong Advisor Technology Fund $350,551, Strong Advisor U.S. Small/Mid Cap Growth Fund $34,724, Strong Advisor Utilities and Energy Fund $214,223 and Strong Advisor Large Company Core Fund $1,015,803.

8. Capital Share Transactions

	Strong Advisor Common Stock Fund						Strong Advisor Mid Cap Growth Fund
	Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002			Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002
Capital Share Transactions of Each Class of Shares of the Funds Were as Follows:
CLASS A
Proceeds from Shares Sold	$	62,389,061		$	44,443,102		$	29,891,257		$	7,852,624
Proceeds from Reinvestment of Distributions		—			—			—			—
Payment for Shares Redeemed		(48,584,158	)		(16,422,398	)		(29,161,740	)		(5,960,849	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		13,804,903			28,020,704			729,517			1,891,775
CLASS B
Proceeds from Shares Sold		8,099,013			16,279,382			490,452			1,063,833
Proceeds from Reinvestment of Distributions		—			—			—			—
Payment for Shares Redeemed		(3,494,374	)		(2,796,033	)		(720,050	)		(490,422	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		4,604,639			13,483,349			(229,598	)		573,411
CLASS C
Proceeds from Shares Sold		9,917,355			17,829,709			326,442			674,422
Proceeds from Reinvestment of Distributions		—			—			—			—
Payment for Shares Redeemed		(8,090,361	)		(4,291,269	)		(698,172	)		(491,641	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		1,826,994			13,538,440			(371,730	)		182,781
CLASS Z
Proceeds from Shares Sold		203,644,369			343,017,540			31,734,000			29,008,599
Proceeds from Reinvestment of Distributions		—			—			—			—
Payment for Shares Redeemed		(608,593,067	)		(332,740,001	)		(61,043,159	)		(47,760,745	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		(404,948,698	)		10,277,539			(29,309,159	)		(18,752,146	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions	$	(384,712,162	)	$	65,320,032		$	(29,180,970	)	$	(16,104,179	)

96

	Strong Advisor Common Stock Fund				Strong Advisor Mid Cap Growth Fund
	Year Ended Dec. 31, 2003		Year Ended Dec. 31, 2002		Year Ended Dec. 31, 2003		Year Ended Dec. 31, 2002
Transactions in Shares of Each Class of the Funds Were as Follows:
CLASS A
Sold	3,431,779		2,544,987		3,106,763		696,029
Issued in Reinvestment of Distributions	—		—		—		—
Redeemed	(2,666,367	)	(1,023,173	)	(2,955,165	)	(538,918	)
Net Increase (Decrease) in Shares	765,412		1,521,814		151,598		157,111
CLASS B
Sold	457,112		925,237		50,542		99,311
Issued in Reinvestment of Distributions	—		—		—		—
Redeemed	(198,050	)	(177,926	)	(70,959	)	(52,425	)
Net Increase (Decrease) in Shares	259,062		747,311		(20,417	)	46,886
CLASS C
Sold	546,220		998,772		34,377		58,173
Issued in Reinvestment of Distributions	—		—		—		—
Redeemed	(442,002	)	(267,172	)	(69,097	)	(47,063	)
Net Increase (Decrease) in Shares	104,218		731,600		(34,720	)	11,110
CLASS Z
Sold	11,182,299		18,893,016		3,193,498		2,521,554
Issued in Reinvestment of Distributions	—		—		—		—
Redeemed	(31,635,485	)	(19,634,686	)	(5,725,809	)	(4,229,449	)
Net Increase (Decrease) in Shares	(20,453,186	)	(741,670	)	(2,532,311	)	(1,707,895	)

97

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2003

	Strong Advisor Small Cap Value Fund
	Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002
Capital Share Transactions in Each Class of Shares of the Fund Were as Follows:
CLASS A
Proceeds from Shares Sold	$	320,685,110		$	320,021,001
Proceeds from Reinvestment of Distributions		15,265,206			—
Payment for Shares Redeemed		(184,534,476	)		(125,640,272	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		151,415,840			194,380,729
CLASS B
Proceeds from Shares Sold		23,520,790			50,127,708
Proceeds from Reinvestment of Distributions		2,765,426			—
Payment for Shares Redeemed		(12,814,273	)		(8,138,529	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		13,471,943			41,989,179
CLASS C
Proceeds from Shares Sold		50,717,429			83,189,864
Proceeds from Reinvestment of Distributions		3,207,242			—
Payment for Shares Redeemed		(42,529,352	)		(14,066,931	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		11,395,319			69,122,933
CLASS Z
Proceeds from Shares Sold		568,392,266			374,821,378
Proceeds from Reinvestment of Distributions		27,317,931			—
Payment for Shares Redeemed		(432,298,660	)		(204,951,882	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		163,411,537			169,869,496
Net Increase (Decrease) in Net Assets from Capital Share Transactions	$	339,694,639		$	475,362,337

98

	Strong Advisor Small Cap Value Fund
	Year Ended Dec. 31, 2003		Year Ended Dec. 31, 2002
Transactions in Shares of Each Class of the Fund Were as Follows:
CLASS A
Sold	14,585,227		15,657,871
Issued in Reinvestment of Distributions	588,254		—
Redeemed	(8,277,317	)	(6,346,438	)
Net Increase (Decrease) in Shares	6,896,164		9,311,433
CLASS B
Sold	1,128,906		2,465,423
Issued in Reinvestment of Distributions	108,960		—
Redeemed	(590,325	)	(420,462	)
Net Increase (Decrease) in Shares	647,541		2,044,961
CLASS C
Sold	2,388,522		4,083,997
Issued in Reinvestment of Distributions	126,120		—
Redeemed	(1,842,815	)	(736,820	)
Net Increase (Decrease) in Shares	671,827		3,347,177
CLASS Z
Sold	25,560,482		18,350,666
Issued in Reinvestment of Distributions	1,047,467		—
Redeemed	(18,917,370	)	(10,421,280	)
Net Increase (Decrease) in Shares	7,690,579		7,929,386

99

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2003

	Strong Advisor  U.S. Value Fund
	Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002
Capital Share Transactions of Each Class of Shares of the Fund Were as Follows:
CLASS A
Proceeds from Shares Sold	$	2,442,595		$	5,473,330
Proceeds from Reinvestment of Distributions		33,629			370,177
Payment for Shares Redeemed		(1,164,555	)		(4,576,333	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		1,311,669			1,267,174
CLASS B
Proceeds from Shares Sold		1,532,091			1,666,852
Proceeds from Reinvestment of Distributions		9,048			176,747
Payment for Shares Redeemed		(708,664	)		(485,944	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		832,475			1,357,655
CLASS C
Proceeds from Shares Sold		2,936,148			1,315,639
Proceeds from Reinvestment of Distributions		7,949			25,857
Payment for Shares Redeemed		(802,924	)		(267,268	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		2,141,173			1,074,228
CLASS K
Proceeds from Shares Sold		75,594,336			13,002,981
Proceeds from Reinvestment of Distributions		26,245			9,930
Payment for Shares Redeemed		(5,956,750	)		(1,156,304	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		69,663,831			11,856,607
CLASS Z
Proceeds from Shares Sold		65,563,705		$	118,873,719
Proceeds from Reinvestment of Distributions		421,710			9,855,988
Payment for Shares Redeemed		(156,527,039	)		(70,028,503	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		(90,541,624	)		58,701,204
Net Increase (Decrease) in Net Assets from Capital Share Transactions	$	(16,592,476	)	$	74,256,868

100

	Strong Advisor U.S. Value Fund
	Year Ended Dec. 31, 2003		Year Ended Dec. 31, 2002
Transactions in Shares of Each Class of the Fund Were as Follows:
CLASS A
Sold	158,971		338,473
Issued in Reinvestment of Distributions	2,133		22,294
Redeemed	(76,619	)	(322,986	)
Net Increase (Decrease) in Shares	84,485		37,781
CLASS B
Sold	101,156		111,965
Issued in Reinvestment of Distributions	558		10,387
Redeemed	(49,252	)	(33,910	)
Net Increase (Decrease) in Shares	52,462		88,442
CLASS C
Sold	187,092		87,390
Issued in Reinvestment of Distributions	485		1,601
Redeemed	(51,438	)	(18,614	)
Net Increase (Decrease) in Shares	136,139		70,377
CLASS K
Sold	4,541,506		910,728
Issued in Reinvestment of Distributions	1,657		611
Redeemed	(382,792	)	(83,911	)
Net Increase (Decrease) in Shares	4,160,371		827,428
CLASS Z
Sold	4,464,350		7,547,227
Issued in Reinvestment of Distributions	26,615		577,220
Redeemed	(9,915,698	)	(4,185,995	)
Net Increase (Decrease) in Shares	(5,424,733	)	3,938,452

101

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2003

	Strong Advisor Endeavor Large Cap Fund						Strong Advisor Focus Fund
	Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002			Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002
Capital Share Transactions of Each Class of Shares of the Funds Were as Follows:
CLASS A
Proceeds from Shares Sold	$	11,550,715		$	16,393,415		$	133,502		$	452,000
Proceeds from Reinvestment of Distributions		—			—			—			—
Payment for Shares Redeemed		(13,087,873	)		(6,400,225	)		(1,033,507	)		(2,024,184	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		(1,537,158	)		9,993,190			(900,005	)		(1,572,184	)
CLASS B
Proceeds from Shares Sold		545,692			266,871			33,725			198,008
Proceeds from Reinvestment of Distributions		—			—			—			—
Payment for Shares Redeemed		(294,637	)		(15,344	)		(391,552	)		(275,731	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		251,055			251,527			(357,827	)		(77,723	)
CLASS C
Proceeds from Shares Sold		236,667			178,334			128,342			51,385
Proceeds from Reinvestment of Distributions		—			—			—			—
Payment for Shares Redeemed		(92,284	)		(38,097	)		(196,335	)		(284,139	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		144,383			140,237			(67,993	)		(232,754	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions	$	(1,141,720	)	$	10,384,954		$	(1,325,825	)	$	(1,882,661	)
Transactions in Shares of Each Class of the Funds Were as Follows:
CLASS A
Sold		1,382,830			1,855,501			26,782			77,432
Issued in Reinvestment of Distributions		—			—			—			—
Redeemed		(1,497,908	)		(761,825	)		(189,152	)		(358,043	)
Net Increase (Decrease) in Shares		(115,078	)		1,093,676			(162,370	)		(280,611	)
CLASS B
Sold		66,016			33,834			6,628			34,187
Issued in Reinvestment of Distributions		—			—			—			—
Redeemed		(36,913	)		(2,149	)		(74,150	)		(50,690	)
Net Increase (Decrease) in Shares		29,103			31,685			(67,522	)		(16,503	)
CLASS C
Sold		27,852			20,442			25,997			9,049
Issued in Reinvestment of Distributions		—			—			—			—
Redeemed		(10,494	)		(4,900	)		(37,048	)		(51,781	)
Net Increase (Decrease) in Shares		17,358			15,542			(11,051	)		(42,732	)

102

	Strong Advisor International Core Fund						Strong Advisor Select Fund
	Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002			Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002
Capital Share Transactions of Each Class of Shares of the Funds Were as Follows:
CLASS A
Proceeds from Shares Sold	$	451,750		$	82,717		$	28,987,396		$	28,329,556
Proceeds from Reinvestment of Distributions		6,485			—			—			105,337
Payment for Shares Redeemed		(163,951	)		(8,947	)		(27,068,354	)		(13,665,422	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		294,284			73,770			1,919,042			14,769,471
CLASS B
Proceeds from Shares Sold		346,867			211,824			257,127			224,679
Proceeds from Reinvestment of Distributions		6,923			—			—			605
Payment for Shares Redeemed		(65,208	)		(4,153	)		(103,058	)		(246,523	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		288,582			207,671			154,069			(21,239	)
CLASS C
Proceeds from Shares Sold		562,293			65,008			204,823			96,740
Proceeds from Reinvestment of Distributions		2,436			—			—			325
Payment for Shares Redeemed		(585,411	)		—			(104,606	)		(42,582	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		(20,682	)		65,008			100,217			54,483
Net Increase (Decrease) in Net Assets from Capital Share Transactions	$	562,184		$	346,449		$	2,173,328		$	14,802,715
Transactions in Shares of Each Class of the Funds Were as Follows:
CLASS A
Sold		47,151			9,212			4,305,907			4,115,416
Issued in Reinvestment of Distributions		570			—			—			16,256
Redeemed		(14,929	)		(1,012	)		(3,730,994	)		(2,090,284	)
Net Increase (Decrease) in Shares		32,792			8,200			574,913			2,041,388
CLASS B
Sold		36,895			23,290			37,614			34,824
Issued in Reinvestment of Distributions		609			—			—			94
Redeemed		(6,823	)		(493	)		(14,269	)		(39,516	)
Net Increase (Decrease) in Shares		30,681			22,797			23,345			(4,598	)
CLASS C
Sold		58,481			7,033			29,859			14,551
Issued in Reinvestment of Distributions		215			—			—			51
Redeemed		(59,716	)		—			(13,880	)		(6,407	)
Net Increase (Decrease) in Shares		(1,020	)		7,033			15,979			8,195

103

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2003

	Strong Advisor Technology Fund						Strong Advisor U.S. Small/Mid Cap Growth Fund
	Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002			Year Ended Dec. 31, 2003			Period Ended Dec. 31, 2002
										(Note 1)
Capital Share Transactions of Each Class of Shares of the Funds Were as Follows:
CLASS A
Proceeds from Shares Sold	$	475,649		$	266,907		$	2,506,870		$	346,166
Proceeds from Reinvestment of Distributions		—			—			—			—
Payment for Shares Redeemed		(1,132,211	)		(459,954	)		(182,320	)		(1,000	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		(656,562	)		(193,047	)		2,324,550			345,166
CLASS B
Proceeds from Shares Sold		285,676			12,000			711,067			371,166
Proceeds from Reinvestment of Distributions		—			—			—			—
Payment for Shares Redeemed		(18,271	)		(12,910	)		(132,452	)		(2,815	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		267,405			(910	)		578,615			368,351
CLASS C
Proceeds from Shares Sold		38,794			30,503			1,161,876			230,374
Proceeds from Reinvestment of Distributions		—			—			—			—
Payment for Shares Redeemed		(128,137	)		(98,665	)		(53,800	)		—
Net Increase (Decrease) in Net Assets from Capital Share Transactions		(89,343	)		(68,162	)		1,108,076			230,374
Net Increase (Decrease) in Net Assets from Capital Share Transactions	$	(478,500	)	$	(262,119	)	$	4,011,241		$	943,891
Transactions in Shares of Each Class of the Funds Were as Follows:
CLASS A
Sold		83,030			42,387			237,549			39,538
Issued in Reinvestment of Distributions		—			—			—			—
Redeemed		(168,601	)		(77,487	)		(16,651	)		(141	)
Net Increase (Decrease) in Shares		(85,571	)		(35,100	)		220,898			39,397
CLASS B
Sold		47,464			1,820			69,682			42,958
Issued in Reinvestment of Distributions		—			—			—			—
Redeemed		(2,590	)		(3,407	)		(11,990	)		(378	)
Net Increase (Decrease) in Shares		44,874			(1,587	)		57,692			42,580
CLASS C
Sold		5,992			4,804			114,610			24,692
Issued in Reinvestment of Distributions		—			—			—			—
Redeemed		(21,193	)		(20,272	)		(4,922	)		—
Net Increase (Decrease) in Shares		(15,201	)		(15,468	)		109,688			24,692

104

	Strong Advisor Utilities and Energy Fund
	Year Ended Dec. 31, 2003			Period Ended Dec. 31, 2002
				(Note 1)
Capital Share Transactions of Each Class of Shares of the Fund Were as Follows:
CLASS A
Proceeds from Shares Sold	$	10,745,467		$	6,765,504
Proceeds from Reinvestment of Distributions		57,522			4,689
Payment for Shares Redeemed		(8,634,471	)		(108,685	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		2,168,518			6,661,508
CLASS B
Proceeds from Shares Sold		50,393			113,000
Proceeds from Reinvestment of Distributions		232			31
Payment for Shares Redeemed		—			—
Net Increase (Decrease) in Net Assets from Capital Share Transactions		50,625			113,031
CLASS C
Proceeds from Shares Sold		61,694			176,187
Proceeds from Reinvestment of Distributions		1,418			310
Payment for Shares Redeemed		(11,717	)		—
Net Increase (Decrease) in Net Assets from Capital Share Transactions		51,395			176,497
Net Increase (Decrease) in Net Assets from Capital Share Transactions	$	2,270,538		$	6,951,036
Transactions in Shares of Each Class of the Fund Were as Follows:
CLASS A
Sold		1,122,369			689,582
Issued in Reinvestment of Distributions		5,985			518
Redeemed		(876,335	)		(12,430	)
Net Increase (Decrease) in Shares		252,019			677,670
CLASS B
Sold		5,210			11,499
Issued in Reinvestment of Distributions		24			3
Redeemed		—			—
Net Increase (Decrease) in Shares		5,234			11,502
CLASS C
Sold		6,587			18,747
Issued in Reinvestment of Distributions		145			34
Redeemed		(1,155	)		—
Net Increase (Decrease) in Shares		5,577			18,781

105

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2003

	Strong Advisor Large Company Core Fund
	Year Ended Dec. 31, 2003			Period Ended Dec. 31, 2002			Year Ended Sept. 30, 2002
Capital Share Transactions of Each Class of Shares of the Fund Were as Follows:
CLASS A
Proceeds from Shares Sold	$	59,864,417		$	2,892,737		$	3,325,537
Proceeds from Reinvestment of Distributions		78,573			5,268			138,369
Payment for Shares Redeemed		(9,871,639	)		(832,881	)		(484,661	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		50,071,351			2,065,124			2,979,245
CLASS B
Proceeds from Shares Sold		6,531,413			391,098			100,000
Proceeds from Reinvestment of Distributions		5,649			—			—
Payment for Shares Redeemed		(411,263	)		—			—
Net Increase (Decrease) in Net Assets from Capital Share Transactions		6,125,799			391,098			100,000
CLASS C
Proceeds from Shares Sold		5,690,544			385,146			100,000
Proceeds from Reinvestment of Distributions		5,296			69			—
Payment for Shares Redeemed		(624,699	)		—			—
Net Increase (Decrease) in Net Assets from Capital Share Transactions		5,071,141			385,215			100,000
CLASS K
Proceeds from Shares Sold		33,605,594			—			100,000
Proceeds from Reinvestment of Distributions		78,412			—			—
Payment for Shares Redeemed		(2,948,367	)		—			—
Net Increase (Decrease) in Net Assets from Capital Share Transactions		30,735,639			—			100,000
Net Increase (Decrease) in Net Assets from Capital Share Transactions	$	92,003,930		$	2,841,437		$	3,279,245

106

	Strong Advisor Large Company Core Fund
	Year Ended Dec. 31, 2003		Period Ended Dec. 31, 2002		Year Ended Sept. 30, 2002
Transactions in Shares of Each Class of the Fund Were as Follows:
CLASS A
Sold	6,235,824		322,256		359,651
Issued in Reinvestment of Distributions	7,791		599		13,573
Redeemed	(976,959	)	(93,720	)	(50,178	)
Net Increase (Decrease) in Shares	5,266,656		229,135		323,046
CLASS B
Sold	691,767		43,625		12,173
Issued in Reinvestment of Distributions	549		—		—
Redeemed	(40,925	)	—		—
Net Increase (Decrease) in Shares	651,391		43,625		12,173
CLASS C
Sold	596,467		42,953		12,173
Issued in Reinvestment of Distributions	512		8		—
Redeemed	(61,554	)	—		—
Net Increase (Decrease) in Shares	535,425		42,961		12,173
CLASS K
Sold	3,545,081		7		12,173
Issued in Reinvestment of Distributions	8,183		—		—
Redeemed	(302,576	)	—		—
Net Increase (Decrease) in Shares	3,250,688		7		12,173

107

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2003

9. Investments in Affiliates

Affiliated issuers, as defined under the 1940 Act, include any Fund of the Strong Funds and any issuer in which the Fund’s holdings of an issuer represent 5% or more of the outstanding voting securities of the issuer. A summary of transactions in the securities of these issuers during the year ended December 31, 2003 is as follows:

	Balance of Shares Held Jan. 1, 2003	Gross Purchases and Additions		Gross Sales and Reductions		Balance of Shares Held Dec. 31, 2003	Value Dec. 31, 2003		Investment Income Jan. 1, 2003 - Dec. 31, 2003		Realized Gain/Loss on Sales
Strong Advisor Common Stock Fund
Strong Heritage Money Fund -Institutional Class	154,500,000	—		(154,500,000	)	—	$	—	$	619,097	$	—
Strong Advisor Small Cap Value Fund
Allied Healthcare Products, Inc.	427,790	420,410		—		848,200		3,265,570		—		—
Apex Silver Mines, Ltd.	1,888,100	233,000		(6,000	)	2,115,100		44,205,590		—		42,846
Barbeques Galore, Ltd. Sponsored ADR	414,120	20,111		—		434,231		1,954,040		86,624		—
Calgon Carbon Corporation	2,230,390	356,710		(2,500	)	2,584,600		16,050,366		286,034		(1,437	)
Chicago Bridge & Iron Company NV	957,830	1,002,430	*	(91,360	)	1,868,900		54,011,210		221,150		822,483
Constar International, Inc.	706,500	273,700		(478,300	)	501,900		2,705,241		—		(2,812,829	)
Covenant Transport, Inc. Class A	361,200	459,300		(37,500	)	783,000		14,884,830		—		371,257
Discovery Partners International, Inc.	1,207,180	359,820		(63,600	)	1,503,400		9,245,910		—		(11,691	)
Dura Automotive Systems, Inc.	865,300	468,600		(213,000	)	1,120,900		14,313,893		—		414,625
Encore Wire Corporation	942,700	226,900		(5,700	)	1,163,900		20,612,669		—		19,183
Evans & Sutherland Computer Corporation	533,800	166,400		—		700,200		3,150,900		—		—
Greka Energy Corporation	362,400	92,700		(455,100	)	—		—		—		(1,114,309	)
Intertape Polymer Group, Inc.	2,045,300	420,900		(40,100	)	2,426,100		30,884,253		—		(87,593	)
Kforce.com, Inc.	1,172,500	699,985		(10,000	)	1,862,485		17,395,610		—		6,043
Layne Christensen Company	—	1,514,300		—		1,514,300		17,793,025		—		—
Lightbridge, Inc.	1,168,700	365,000		(10,600	)	1,523,100		13,860,210		—		33,241
Matrix Service Company	426,900	448,100	*	(33,100	)	841,900		15,280,485		—		604,221
McMoRan Exploration Company	831,700	89,600		(83,800	)	837,500		15,703,125		—		(85,103	)
Net2Phone,Inc.	1,526,600	355,700		—		1,822,300		12,799,640		—		—
Petroleum Helicopters, Inc.(non-voting)	147,980	26,280		—		174,260		4,705,020		—		—
Range Resources Corporation	3,397,800	754,500		(20,000	)	4,132,300		39,050,235		—		134,001
Rofin-Sinar Technologies, Inc.	630,000	33,085		(663,085	)	—		—		—		6,325,916
Sharper Image Corporation	861,750	263,050		(476,400	)	648,400		21,170,260		—		6,510,589
Strong Heritage Money Fund - Institutional Class	78,000,000	—		(78,000,000	)	—		—		394,687		—
Wackenhut Corrections Corporation	472,160	352,690		(42,940	)	781,910		17,827,548		—		40,288
World Acceptance Corporation	1,101,700	80,000		(597,500	)	584,200		11,631,422		—		7,172,258

* Increase due to stock split.

108

10. Special Meeting of Shareholders of Strong Advisor Mid Cap Growth Fund

On August 1, 2003, the Strong Advisor Mid Cap Growth Fund’s and Strong Growth Fund’s Board of Directors approved the reorganization of the Strong Advisor Mid Cap Growth Fund into the Strong Growth Fund, subject to shareholder approval at a meeting scheduled for October 31, 2003, which was adjourned. A new meeting date has not been set. Effective after the close of the market on August 22, 2003, the Strong Advisor Mid Cap Growth Fund was closed to new investors. Effective January 30, 2004, the Strong Advisor Mid Cap Growth Fund was reopened to new investors.

11. Special Meeting of Shareholders of Strong Multi Cap Value Fund

On August 1, 2003, the Strong Multi Cap Value Fund’s and Strong Advisor Small Cap Value Fund’s Board of Directors approved the reorganization of the Strong Multi Cap Value Fund into the Strong Advisor Small Cap Value Fund, subject to shareholder approval at a meeting scheduled for October 31, 2003, which was adjourned. A new meeting date has not been set. Effective after the close of the market on August 22, 2003, the Strong Multi Cap Value Fund was closed to new investors. Effective January 30, 2004, the Strong Multi Cap Value Fund was reopened to new investors.

12. Special Meeting of Shareholders of Strong Advisor U.S. Value Fund

On August 1, 2003, the Board of Directors of the Strong Advisor U.S. Value Fund met and approved a subadvisory agreement between Matrix Asset Advisors, Inc. and Strong Capital Management, Inc., subject to shareholder approval at a meeting scheduled for October 31, 2003, which was adjourned. A new meeting date has not been set.

13. Legal Proceedings

The United States Securities and Exchange Commission (“SEC”), the New York Attorney General (“NYAG”), the Wisconsin Attorney General (“WAG”), and the Wisconsin Department of Financial Institutions (“WDFI”) are investigating active trading of the Strong Funds by employees of Strong, including Richard S. Strong, former employee and Chairman of Strong. The Independent Directors of the Strong Funds are also investigating these matters, with the assistance of counsel and an independent consulting firm. Fund expenses related to the investigation are reimbursed by Strong. The Independent Directors intend to obtain appropriate redress if they determine that the Strong Funds were harmed. In addition, Strong has received a subpoena from the West Virginia Attorney General (“WVAG”) requesting documents, if any, related to market timing and late trading practices. Effective November 2, 2003, the Independent Directors accepted Mr. Strong’s resignation as Chairman of the Strong Funds’ Boards. Effective December 2, 2003, Mr. Strong resigned as Director of the Strong Funds’ Boards, as Chairman, Chief Investment Officer and Director of Strong, and as Chairman and Director of Strong Financial Corporation, and its affiliates.

Strong is aware of a complaint filed and simultaneously settled on September 3, 2003 (the “Complaint”), by NYAG on behalf of the State of New York, against Canary Capital Partners, LLC, et al. (collectively, “Canary”), which alleges that Canary engaged in certain improper trading practices characterized as “late-day trading” and “market timing” with various mutual funds. Strong and certain Strong Funds are referenced, although not named as parties in the Complaint, with respect to the market timing allegations. On September 5, 2003, the SEC began an inquiry based on matters related to, and set forth in, the Complaint. On September 24, 2003, the WDFI asked that certain information and documents be provided related to the matters referenced in the Complaint.

Strong is currently cooperating with the NYAG, the SEC, the WAG, the WDFI, and the WVAG with respect to their separate inquires into these matters. On September 26, 2003, Strong announced its commitment to make appropriate reimbursement if it is determined that the transactions set forth in the Complaint adversely affected investors in the Strong Funds referenced in the Complaint. On October 30, 2003, Mr. Strong announced that he has committed to personally compensate the Strong Funds for any financial losses they may have experienced as a result of his transactions.

As of the date of this Report, Strong is aware of multiple shareholder class and derivative actions (“Actions”) filed since September 4, 2003, with respect to the factual matters referenced in the Complaint naming, among others, Strong, Strong Funds, Strong affiliates, and certain of their officers and directors as defendants. These Actions have been filed in the following federal and state courts: U.S. District Court for the Southern District of New York; U.S. District Court, District of New Jersey; U.S. District Court, Eastern District of Wisconsin, Milwaukee Division; U.S. District Court, Western District of Wisconsin; Superior Court of New Jersey Law Division of Hudson; State of Wisconsin Circuit Court, Milwaukee County; State of Wisconsin Circuit Court, Waukesha County; Supreme Court of the State of New York; Superior Court of the State of California, County of Los Angeles; and U.S. District Court, District of Connecticut. The Actions generally allege, among other things, that the defendants violated their fiduciary duty to fund shareholders and certain retirement plan participants, and made false and misleading statements in the funds’ prospectuses in violation of federal and state securities laws. The Actions generally seek one or more of the following: compensatory damages, punitive damages, special damages, exemplary damages, rescission, restitution, payment of plaintiffs’ attorneys’ fees and experts’ fees, and/or replacement of the Board of Directors of the Strong Funds. Additional lawsuits may be filed in the same or other venues presenting allegations and demands for relief. Strong expects that any such lawsuits would contain allegations including the matters discussed here and that the demands for relief would not materially differ from those described above. Based on available information, Strong and the Strong Funds do not currently believe that any of the pending Actions or the regulatory inquires will have a material impact on any of the Strong Funds.

109

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Shareholders of

Strong Advisor Equity Funds:

In our opinion, the accompanying statements of assets and liabilities, including the schedules of investments in securities, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Strong Advisor Common Stock Fund, Strong Advisor Mid Cap Growth Fund, Strong Advisor Small Cap Value Fund, Strong Advisor U.S. Value Fund, Strong Advisor Endeavor Large Cap Fund, Strong Advisor Focus Fund, Strong Advisor International Core Fund, Strong Advisor Select Fund, Strong Advisor Technology Fund, Strong Advisor U.S. Small/Mid Cap Growth Fund, Strong Advisor Utilities and Energy Fund and Strong Advisor Large Company Core Fund (all twelve collectively constituting Strong Advisor Equity Funds, hereafter referred to as the “Funds”) at December 31, 2003, and the results of each of their operations, the changes in each of their net assets and their financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Funds’ management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Milwaukee, Wisconsin

February 3, 2004

110

DIRECTORS AND OFFICERS

Each officer and director holds the same position with the 27 registered open-end management investment companies consisting of 72 mutual funds (“Strong Funds”).

Willie D. Davis (DOB 7-24-34), Director of the Strong Funds since July 1994.

Mr. Davis has been President and Chief Executive Officer of All Pro Broadcasting, Inc., since 1977; Director of Wisconsin Energy Corporation (formerly WICOR, Inc., a utility company) since 1990, Metro Goldwyn Mayer, Inc. (an entertainment company), since 1998, Bassett Furniture Industries, Inc., since 1997, Checker’s Drive-In Restaurants, Inc. (formerly Rally’s Hamburgers, Inc.), since 1994, Johnson Controls, Inc. (an industrial company), since 1992, MGM Mirage (formerly MGM Grand, Inc., an entertainment/hotel company) since 1990, Dow Chemical Company since 1988, Sara Lee Corporation (a food/consumer products company) since 1983, Alliance Bank since 1980, Manpower, Inc. (a worldwide provider of staffing services), since 2001, and Kmart Corporation (a discount consumer products company) from 1985 to 2003; and Trustee of the University of Chicago since 1980 and Marquette University since 1988.

Gordon B. Greer (DOB 2-17-32), Director of the Strong Funds since March 2002.

Mr. Greer was Of Counsel for Bingham McCutchen LLP (a law firm previously known as Bingham Dana LLP) from 1997 to February 2002 and Partner of Bingham McCutchen LLP from 1967 to 1997. On behalf of Bingham McCutchen LLP, Mr. Greer provided representation to the disinterested directors of the Strong Funds from 1991 to February 2002. Bingham McCutchen LLP has provided representation to the Independent Directors of the Strong Funds since 1991.

Stanley Kritzik (DOB 1-9-30), Director of the Strong Funds since January 1995 and Chairman of the Audit Committee of the Strong Funds since July 2000.

Mr. Kritzik has been Partner of Metropolitan Associates (a real estate firm) since 1962; Director of Wisconsin Health Information Network since November 1997, Health Network Ventures, Inc., from 1992 to April 2000, Aurora Health Care from September 1987 to September 2002; and Member of the Board of Governors of Snowmass Village Resort Association from October 1999 until October 2002.

Neal Malicky (DOB 9-14-34), Director of the Strong Funds since December 1999.

Mr. Malicky has been President Emeritus of Baldwin-Wallace College since July 2000; Chancellor of Baldwin-Wallace College from July 1999 to June 2000; President of Baldwin-Wallace College from July 1981 to June 1999; Director of Aspire Learning Corporation since June 2000; Trustee of Southwest Community Health Systems, Cleveland Scholarship Program, and The National Conference for Community and Justice until 2001; President of the National Association of Schools and Colleges of the United Methodist Church, Chairperson of the Association of Independent Colleges and Universities of Ohio, and Secretary of the National Association of Independent Colleges and Universities until 2001.

William F. Vogt (DOB 7-19-47), Director and Chairman of the Independent Directors Committee of the Strong Funds since January 1995.

Mr. Vogt has been Senior Vice President of IDX Systems Corporation (a management consulting firm) since June 2001; President of Vogt Management Consulting, Inc., from July 1990 to June 2001; and former Fellow of the American College of Medical Practice Executives.

111

DIRECTORS AND OFFICERS (continued)

Ane K. Ohm (DOB 10-16-69), Anti-Money Laundering Compliance Officer of the Strong Funds since November 2002.

Ms. Ohm has been Anti-Money Laundering Compliance Officer of Strong Financial Corporation since February 2003; Assistant Executive Vice President of Strong Financial Corporation since November 2003; Executive Vice President of the Advisor since December 2001; Director of Mutual Fund Administration of Strong Investor Services, Inc., since April 2001; and Marketing Services Manager of Strong Investments, Inc., from November 1998 to April 2001.

Christopher O. Petersen (DOB 1-18-70), Vice President and Assistant Secretary of the Strong Funds since May 2003.

Mr. Petersen has been Managing Counsel of Strong Financial Corporation since March 2003; Corporate Counsel at U.S. Bancorp Asset Management, Inc., from May 2001 to March 2003; Corporate Counsel at First American Asset Management, a division of U.S. Bank National Association (“FAAM”), from September 1999 to May 2001; Compliance Officer at FAAM from January 1999 to September 1999; and Associate Attorney at Mauzy Law Firm from September 1997 to December 1998.

Richard W. Smirl (DOB 4-18-67), Vice President of the Strong Funds since February 2002 and Secretary of the Strong Funds since November 2001.

Mr. Smirl has been Senior Counsel of Strong Financial Corporation since December 2001; Assistant Secretary of Strong Financial Corporation from December 2001 to February 2003; Secretary of Strong Financial Corporation since February 2003; Assistant Executive Vice President of the Advisor since December 2001; Chief Legal Officer of the Advisor since February 2003; Secretary of the Advisor since November 2002; Assistant Secretary of the Advisor from December 2001 to November 2002; Senior Counsel of the Advisor from July 2000 to December 2001; General Counsel of Strong Investments, Inc. (“Distributor”), since November 2001; Secretary of the Distributor since July 2000; Vice President and Chief Compliance Officer of the Distributor from July 2000 to December 2003; Lead Counsel of the Distributor from July 2000 to November 2001; Vice President of Strong Investor Services, Inc., since December 2001; Assistant Secretary of Strong Investor Services, Inc., from December 2001 to May 2003; Secretary of Strong Investor Services, Inc., since May 2003; Partner at Keesal, Young & Logan LLP (a law firm) from September 1999 to July 2000; and Associate at Keesal, Young & Logan LLP from September 1992 to September 1999.

Gilbert L. Southwell III (DOB 4-13-54), Assistant Secretary of the Strong Funds since July 2001.

Mr. Southwell has been Associate Counsel of Strong Financial Corporation since December 2001; Assistant Secretary of the Advisor since December 2002; Associate Counsel of the Advisor from April 2001 to December 2001; Partner at Michael, Best & Friedrich, LLP (a law firm) from October 1999 to March 2001; and Assistant General Counsel of U.S. Bank, National Association (formerly Firstar Bank, N.A.) and/or certain of its subsidiaries from November 1984 to September 1999.

John W. Widmer (DOB 1-19-65), Treasurer of the Strong Funds since April 1999.

Mr. Widmer has been Treasurer of the Advisor since April 1999; Assistant Treasurer of Strong Financial Corporation since December 2001; Assistant Secretary of Strong Financial Corporation from December 2001 to January 2003; Treasurer of Strong Service Corporation since April 1999; Treasurer and Assistant Secretary of Strong Investor Services, Inc., since July 2001; and Manager of the Financial Management and Sales Reporting Systems department of the Advisor from May 1997 to April 1999.

Thomas M. Zoeller (DOB 2-21-64), Vice President of the Strong Funds since October 1999.

Mr. Zoeller has been Executive Vice President of the Advisor since April 2001; Chief Financial Officer of the Advisor since February 1998; Secretary of the Advisor from December 2001 to November 2002; Member of the Office of the Chief Executive of Strong Financial Corporation since May 2001; Chief Financial Officer and Treasurer of Strong Investments, Inc., since October 1993; Executive Vice President of Strong Investor Services, Inc., since July 2001; Secretary of Strong Investor Services, Inc., from July 2001 to May 2003; Executive Vice President, Chief Financial Officer, and Secretary of Strong Service Corporation since December 2001; Treasurer of Strong Service Corporation from September 1996 to April 1999; Vice President of Strong Service Corporation from April 1999 to December 2001; Member of the Office of the Chief Executive of the Advisor from November 1998 until May 2001; and Senior Vice President of the Advisor from February 1998 to April 2001.

Except for Messrs. Davis, Kritzik, Malicky, and Vogt, the address of all of the Directors and Officers is P.O. Box 2936, Milwaukee, WI 53201. Mr. Davis’s address is 161 North La Brea, Inglewood, CA 90301. Mr. Kritzik’s address is 1123 North Astor Street, Milwaukee, WI 53202. Mr. Malicky’s address is 4608 Turnberry Drive, Lawrence, KS 66047. Mr. Vogt’s address is P.O. Box 7657, Avon, CO 81620.

The statement of additional information contains additional information about fund directors and officers and is available without charge, upon request, by calling 1-800-368-3863.

112

NOTES

113

NOTES

114

Directors

Willie D. Davis

Gordon B. Greer

Stanley Kritzik

Neal Malicky

William F. Vogt

Officers

Phillip O. Peterson, President (effective January 2004)

Thomas M. Zoeller, Vice President

Richard W. Smirl, Vice President and Secretary

Christopher O. Petersen, Vice President and Assistant Secretary

Gilbert L. Southwell III, Assistant Secretary

John W. Widmer, Treasurer

Ane K. Ohm, Anti-Money Laundering Compliance Officer

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

State Street Bank and Trust Company

801 Pennsylvania Avenue, Kansas City, Missouri 64105

Transfer Agent and Dividend-Disbursing Agent

Strong Investor Services, 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

115

Strong Investments

P.O. Box 2936 | Milwaukee, WI 53201

www.Strong.com

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

To receive a free copy of the policies and

procedures the funds use to determine

how to vote proxies relating to portfolio

securities, call 1-800-368-3863, or visit the

Securities and Exchange Commission’s

web site at www.sec.gov

If you are a Financial Professional,

call 1-800-368-1683

Visit our web site at

www.Strong.com

This report does not constitute an offer for the sale of securities. Strong Funds are offered for sale by prospectus only. Securities are offered through Strong Investments, Inc. RT40962 02-04

AEQY/WH2006 12-03

Item. 1    Reports to Shareholders

ANNUAL REPORT    |    December 31, 2003

Strong

Value

Fund

ANNUAL REPORT    |    December 31, 2003

Strong

Value

Fund

Table of Contents

Investment Reviews
Strong Value Fund	2
Financial Information
Schedule of Investments in Securities
Strong Value Fund	4
Statement of Assets and Liabilities	6
Statement of Operations	7
Statements of Changes in Net Assets	8
Financial Highlights	9
Notes to Financial Statements	10
Report of Independent Auditors	15
Directors and Officers	16

A Few Words From Dick Weiss

Market Update — January 1, 2003, to December 31, 2003

One of the great strengths of Strong Capital Management, Inc. (“Strong”), is the autonomy of its different investment teams. Unlike so many institutions where a single investment philosophy predominates and stock selection is done by committee, Strong is comprised of highly independent investment teams with individual philosophies and practices.

This independence notwithstanding, the investment teams share a common objective — adding value for shareholders.

Despite the turmoil surrounding the mutual fund industry and our firm during the last quarter of 2003, Strong’s investment teams performed admirably. According to Lipper, 74 percent of the Strong Funds beat their respective peer indices since their inception.*

Indeed, 2003 turned out to be a better year than anticipated by the investment world. In October of 2002, the market bottomed, and then began a steady advance upward into 2003. Troubled by the prospect of military conflict with Iraq, the market turned down in January and bottomed again in March. Once the outcome in Iraq

Economic Growth Rebounded in 2003

* Results are based on total returns. 110 of 149 funds, including separate share classes, outperformed their Lipper Peer Indices since the funds’ inception through 12-31-03. Investment values fluctuate. Results will vary for other time periods. Does not include effect of any loads (as applicable).

became clear, the market anticipated the major business recovery that materialized in the third and fourth quarters, and resumed its forward march. The S&P 500 Index, Dow Jones Industrial Average, and Nasdaq moved up smartly for the remainder of the year.

It was, in effect, a rising tide that lifted many boats. Stocks that had been especially battered by the three-year bear market — either because the market assumed their business models were broken or because they had been pushed to the edge of bankruptcy — enjoyed dramatic recoveries. Once it became clear that the economy had bottomed, many of the most downtrodden stocks rebounded like coiled springs and rose appreciably in the second half of 2003. This is a phenomenon that has typically occurred after tough bear markets and has generally lasted around 6-8 months. I believe we are approaching the end of this phase.

In some instances, I believe going against conventional wisdom in 2004 will spell the difference between average and exceptional performance. For example:

• Popular opinion has it that manufacturing — a sector which has suffered for roughly 30 years — will continue to falter in 2004. I disagree. It appears that 2004 may shape up to be the first synchronized global economic recovery in years. That, combined with a weak dollar, should make U.S. manufacturing goods increasingly competitive around the world and bolster the sector’s overall results.

• The energy sector, which significantly underperformed in 2003, looks promising as well. While it participated in the fourth quarter rally, it lagged for the year and was nearing an all-time low, as a percentage of the S&P 500 Index. Energy prices were stronger than most observers expected in 2003. Given the likely increase in demand as the global economy expands, energy prices should remain at the upper end of their normal trading range. This scenario would allow individual energy stocks to play catch-up.

Here at home, the U.S. economy shows unmistakable signs of strengthening. Job growth is gaining momentum. Consumer confidence quite clearly is on the rise. All in all, it’s an encouraging combination.

If you accept the premise that there will be a wider divergence of performance this year, diversification becomes essential. It’s going to be harder to make money in 2004 than it was in 2003. But in a market environment where a rising tide will not lift all issues indiscriminately, diversified mutual funds can be a sound and sensible investment option.

Consumer Confidence Increased in 2003

Thank you for investing with Strong.

Richard T. Weiss

Vice Chairman

Strong Financial Corporation

Strong Value Fund

The Strong Value Fund benefited from the strong rally that took place in the equity markets. For the one-year period ended December 31, 2003, the Fund returned 24.61%, which placed it modestly behind the 28.67% return of our broad-based benchmark, the S&P 500 Index.

A consistent element of our approach has been maintaining cash reserves, which can help protect the Fund against the volatility of the marketplace. In a strong year for equities, such as we saw in 2003, this cash position largely accounted for our underperformance relative to our benchmark, which by definition consists entirely of stocks.

A broad rally

There were two forces driving the recovery that swept across virtually all sectors of the equity markets: a swing away from the overstated gloom that was reflected in the three-year bear market and anticipation of an economic recovery that was in full force by the end of 2003. Throughout the year, the markets were able to look past a number of negative economic and political events, including the rising federal deficit, the tumbling dollar, geopolitical events (the war in Iraq, continuation of the war in Afghanistan, and turmoil in the Middle East), and strained relations with our traditional allies in Europe and Russia. None of these factors could mar the equity market performance. All sectors of the market participated in the rally, though lower-quality companies, as well as long-suppressed technology and small-company stocks, benefited the most.

The twin financial forces of low interest rates and tax cuts aided an explosion in consumer spending in 2003, particularly on homes and autos. The year finished with an acceleration of spending on luxury goods. Currently there are no planned major fiscal boosts to the economy in the form of additional tax cuts, and given the deficit, we doubt there will be one. The Federal Reserve promises to keep interest rates low for the near term. We believe, however, that if economic growth continues and inflation begins to percolate, the Fed will certainly be less accommodating than it was in 2003.

Our investment approach

Our exposure to different industries and sectors of the market are determined not by any macroeconomic forecasts, but rather by our individual stock selections. To pick stocks for the portfolio, we engage in thorough research and fundamental analysis.

Going into 2003, we benefited from holding stocks that were positioned to do well in the recovering economy. Also contributing positively to performance were stocks that were appreciating because of steps taken to correct company-specific problems. Our holdings among financial stocks also added to performance. We believe some of these stocks had the potential for further appreciation and therefore maintained our positions in them. Among the factors we are carefully monitoring for these and other stocks are the potential for continuing profit gains and the ability to exceed earnings estimates.

Factors in corporate profitability

While companies can work to increase their profitability by building revenues and improving the efficiency of their operations, there are a number of issues that can impede even successful companies’ ability to grow their earnings. The growing burdens of healthcare expenses, pension funding, and meeting new accounting standards are just a few of these obstacles. Because of their potential impact on corporate profitability over the long term, we will continue to carefully monitor these trends.

The economy will also present companies with numerous issues, including a rising federal budget deficit, the fragile dollar, the potential for international trade war, possible terror attacks, the wars of attrition in Iraq and Afghanistan, and the United States’ continued strains with a number of countries. In addition, the economy and markets are likely to be affected by activity related to the upcoming Presidential election, as both the incumbent and his opponents vie for voters’ favor.

The setting for 2004

We believe that in 2004 the market will experience a slight shift in emphasis to larger-capitalization stocks and somewhat higher-quality companies. At this point, high levels of volatility prevail with regard to specific stocks, as the response to both good and bad news tends to be a bit exaggerated. We are increasingly trying to take advantage of these moves, as they can provide profitable points for both buying and selling a stock.

2

Fund Highlights

Your Fund’s Approach

The manager of the Fund follows a four-step investment discipline. First, the manager identifies trends or events that may serve as catalysts to increase the value of a company or group of companies. Second, the manager looks for large- and medium-capitalization companies with strong balance sheets, experienced management, and competitive positions. Third, the manager looks for companies that are inexpensive relative to one or more valuation measures. The fourth step is to take a disciplined approach to selling stocks.

Average Annual Total Returns

As of 12-31-03

Investor Class
1-year	24.61	%
3-year	1.83	%
5-year	3.12	%
Since Fund Inception (12-29-95)	8.88	%

Equity funds are volatile investments and should only be considered for long-term goals.

Growth of an Assumed $10,000 Investment^†

From 12-29-95 to 12-31-03

Mention of specific securities in this report is not indicative of whether the Fund may make additional purchases of, sell all or a portion of, or continue to hold those securities.

† 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 S&P 500 Index (“S&P 500”) and the Lipper Multi-Cap Core Funds Index. Results include the reinvestment of 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. Current performance may be lower or higher than the quoted performance. Call us or visit www.Strong.com for the most current performance information. The graph and the Average Annual Total Returns table do not reflect the deduction of taxes, if any, that a shareholder would pay on Fund distributions or the redemption of Fund shares.

The Fund’s prospectus and statement of additional information may describe restrictions on the percentage of a particular type or quality of security in which the Fund may invest (“Percentage Restrictions”). Percentage Restrictions apply at the time the Fund purchases a security. Circumstances subsequent to the purchase of the security, such as a change in: (1) the Fund’s assets (e.g., due to cash inflows and redemptions); (2) the market value of the security; or (3) the pricing, liquidity, or rating of the security, may cause the Fund to exceed or fall short of the Percentage Restriction. If this happens, the Fund’s continued holding of the security will not constitute a violation of the Percentage Restriction.

From time to time, the Fund’s advisor and/or administrator has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.

* The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market value weighted index (stock price times number of shares outstanding), with each stock’s weight in the Index proportionate to its market value. The Lipper Multi-Cap Core Funds Index is the average of the 30 largest funds in the Lipper Multi-Cap Core Funds Category. Source of the S&P index data is Standard & Poor’s Micropal. Source of the Lipper index data is Lipper Inc.

We are working for you vigilantly, carefully tracking both macroeconomic developments and company-specific news in an effort to identify new potential investments and monitor current positions.

Thank you for your continued investment in the Strong Value Fund.

Laura J. Sloate

Portfolio Manager

3

SCHEDULE OF INVESTMENTS IN SECURITIES December 31, 2003

STRONG VALUE FUND

	Shares or Principal Amount	Value (Note 2)
Common Stocks 78.8%
Agricultural Operations 0.2%
Imperial Sugar Company (b)	8,000	$	113,040
Banks - Money Center 4.3%
Citigroup, Inc.	49,241		2,390,158
Building - Hand Tools 2.0%
The Black & Decker Corporation	22,800		1,124,496
Building - Mobile/Manufacturers & RV 0.2%
Fleetwood Enterprises, Inc. (b)	8,600		88,236
Chemicals - Specialty 1.2%
Praxair, Inc.	17,800		679,960
Commercial Services - Advertising 1.1%
Harte-Hanks, Inc.	27,900		606,825
Commercial Services - Market Research 0.5%
Dun & Bradstreet Corporation	5,300		268,763
Commercial Services - Miscellaneous 0.5%
Franklin Covey Company (b)	94,700		265,160
Commercial Services - Staffing 1.2%
Manpower, Inc.	14,500		682,660
Cosmetics - Personal Care 1.6%
NBTY, Inc. (b)	33,100		889,066
Diversified Operations 6.2%
Alleghany Corporation (b)	1,242		276,345
Berkshire Hathaway, Inc. Class B (b)	280		788,200
General Electric Company	48,300		1,496,334
ITT Industries, Inc.	12,000		890,520
			3,451,399
Finance - Consumer/Commercial Loans 0.2%
SLM Corporation	3,400		128,112
Finance - Equity REIT 4.0%
La Quinta Corporation (b)	10,000		64,100
New Plan Excel Realty Trust	20,000		493,400
Plum Creek Timber Company, Inc.	800		24,360
Vornado Realty Trust	30,000		1,642,500
			2,224,360
Finance - Index Tracking Funds 6.5%
iShares MSCI Japan Index Fund	75,300		725,892
iShares Trust Russell 3000 Index Fund	7,000		530,320
iShares Trust Russell Value Index Fund	16,000		933,760
Standard & Poors Depositary Receipt Trust Unit Series 1	13,000		1,447,030
			3,637,002
Finance - Publicly Traded Investment Funds - Equity 0.5%
Pharmaceutical Holders Trust	3,500		278,250
Financial Services - Miscellaneous 3.1%
American Express Company	19,200		926,016
First Marblehead Corporation (b)	36,800		805,184
			1,731,200
Food - Miscellaneous Preparation 5.4%
Del Monte Foods Company (b)	97,200	$	1,010,880
General Mills, Inc.	20,100		910,530
Hain Celestial Group, Inc. (b)	48,000		1,114,080
			3,035,490
Funeral Services & Related 0.9%
Service Corporation International (b)	84,000		452,760
Stewart Enterprises, Inc. Class A (b)	10,000		56,800
			509,560
Household - Consumer Electronics 2.0%
Sony Corporation Sponsored ADR (d)	32,500		1,126,775
Insurance - Accident & Health 3.9%
Conseco, Inc. (b) (d)	100,300		2,186,540
Insurance - Diversified 1.5%
American International Group, Inc.	12,380		820,546
Leisure - Hotels & Motels 0.4%
Gaylord Entertainment Company (b)	8,000		238,800
Leisure - Products 1.0%
Nautilus Group, Inc.	40,400		567,620
Media - Newspapers 1.4%
Washington Post Company Class B	970		767,658
Media - Radio/TV 5.8%
Spanish Broadcasting System, Inc. Class A (b)	125,700		1,319,850
Viacom, Inc. Class B	42,850		1,901,683
			3,221,533
Medical - Ethical Drugs 2.1%
Shire Pharmaceuticals Group PLC (b)	40,900		1,188,145
Medical - Systems/Equipment 0.1%
Antares Pharma, Inc. (b)	40,000		41,200
Metal Ores - Gold/Silver 1.2%
Barrick Gold Corporation	29,000		658,590
Office - Equipment & Automation 1.2%
Pitney Bowes, Inc.	16,000		649,920
Oil & Gas - Field Services 2.4%
Schlumberger, Ltd.	24,400		1,335,168
Oil & Gas - Machinery/Equipment 0.9%
NATCO Group, Inc. Class A (b)	65,100		494,109
Oil & Gas - United States
Exploration & Production 1.0%
Devon Energy Corporation	10,000		572,600
Retail - Department Stores 1.3%
Federated Department Stores, Inc.	15,500		730,515
Retail - Mail Order & Direct 0.2%
1-800-FLOWERS.COM, Inc. Class A (b)	8,500		94,010
Retail - Miscellaneous 0.1%
Sotheby’s Holdings, Inc. Class A (b)	3,077		42,032

4

STRONG VALUE FUND (continued)

	Shares or Principal Amount		Value (Note 2)
Retail - Restaurants 6.3%
California Pizza Kitchen, Inc. (b)		31,600	$	636,108
Landry’s Seafood Restaurants, Inc.		15,600		401,232
McDonald’s Corporation		62,500		1,551,875
Yum! Brands, Inc. (b)		27,800		956,320
				3,545,535
Retail - Super/Mini Markets 1.0%
Wild Oats Markets, Inc. (b)		42,450		548,879
Retail/Wholesale - Jewelry 1.3%
Tiffany & Company (d)		16,000		723,200
Soap & Cleaning Preparations 1.1%
The Procter & Gamble Company		6,100		609,268
Telecommunications - Services 1.1%
SBC Communications, Inc.		23,300		607,431
Transportation - Services 0.8%
Laidlaw International, Inc. (b)		34,000		470,220
Utility - Electric Power 1.1%
Duke Energy Corporation		29,700		607,365
Total Common Stocks (Cost $35,082,899)				43,951,396
Convertible Preferred Stocks 1.0%
Conseco, Inc. 2.625%		21,400		558,540
Total Convertible Preferred Stocks (Cost $527,599)				558,540
Call Options Purchased 0.2%
Sony Corporation Sponsored ADR, Expires 1/21/05 at $30.00		10,000		72,000
Conseco, Inc., Expires 3/19/04 at $20.00		10,000		25,000
Total Call Options Purchased (Cost $63,505)				97,000
Short-Term Investments (a) 19.2%
Repurchase Agreements
ABN AMRO Inc. (Dated 12/31/03),0.95%, Due 1/02/04 (Repurchase proceeds $9,200,486); Collateralized by: United States Government & Agency Issues (c)	$	9,200,000		9,200,000
State Street Bank (Dated 12/31/03),0.75%, Due 1/02/04 (Repurchase proceeds $1,508,263); Collateralized by: United States Government & Agency Issues (c)		1,508,200		1,508,200
Total Short-Term Investments (Cost $10,708,200)				10,708,200
Total Investments in Securities (Cost $46,382,203) 99.2%				55,315,136
Other Assets and Liabilities, Net 0.8%				455,676
Net Assets 100.0%			$	55,770,812

SECURITIES SOLD SHORT

	Shares or Principal Amount	Value (Note 2)
Citigroup, Inc. (Total Proceeds $159,235)	4,900	($	237,846	)
ITT Industries, Inc. (Total Proceeds $111,083)	1,500		(111,315	)
	6,400	($	349,161	)

WRITTEN OPTIONS ACTIVITY

	Contracts		Premiums
Options outstanding at beginning of year	—		$	—
Options written during the year	3,355			398,723
Options closed	(2,155	)		(225,328	)
Options expired	(400	)		(23,207	)
Options exercised	(280	)		(58,398	)
Options outstanding at end of year	520		$	91,790

WRITTEN OPTIONS DETAIL

	Contracts (100 shares per contract)	Value (Note 2)
Calls:
Conseco, Inc. (Strike price is $22.50. Expiration date is 3/19/04. Premium received is $4,697.)	100	$	(9,250	)
Sony Corporation Sponsored ADR (Strike price is $35.00. Expiration date is 1/21/05. Premium received is $31,596.)	100		(43,000	)
Tiffany & Company (Strike price is $50.00. Expiration date is 2/20/04. Premium received is $14,975.)	70		(4,200	)
Puts:
Conseco, Inc. (Strike price is $17.50. Expiration date is 3/19/04. Premium received is $15,725.)	150		(4,125	)
Sony Corporation Sponsored ADR (Strike price is $25.00. Expiration date is 1/21/05. Premium received is $24,797.)	100		(8,500	)
	520	$	(69,075	)

LEGEND

(a) Short-term investments include any security which has a remaining maturity of less than one year and investments in money market funds.

(b) Non-income producing security.

(c) See Note 2(J) 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.

5

STATEMENT OF ASSETS AND LIABILITIES

December 31, 2003

	Strong Value Fund
Assets:
Investments in Securities, at Value (Cost of $46,382,203) (Including Repurchase Agreements of $10,708,200)	$	55,315,136
Deposit for Short Sales		270,318
Receivable for Securities Sold		439,871
Receivable for Fund Shares Sold		12,385
Dividends and Interest Receivable		39,082
Other Assets		525,431
Total Assets		56,602,223
Liabilities:
Securities Sold Short, at Value (Proceeds of $270,318)		349,161
Payable for Securities Purchased		387,519
Written Options, at Value (Premiums Received of $91,790)		69,075
Accrued Operating Expenses and Other Liabilities		25,656
Total Liabilities		831,411
Net Assets	$	55,770,812
Net Assets Consist of:
Capital Stock (Par Value and Paid-in Capital)	$	46,248,248
Undistributed Net Investment Income (Loss)		—
Undistributed Net Realized Gain (Loss)		645,759
Net Unrealized Appreciation/Depreciation		8,876,805
Net Assets	$	55,770,812
Capital Shares Outstanding (Unlimited Number Authorized)		4,956,231
Net Asset Value Per Share	$	11.25

See Notes to Financial Statements.

6

STATEMENT OF OPERATIONS

For the Year Ended December 31, 2003

	Strong Value Fund
Income:
Dividends - Unaffiliated Issuers (net of foreign withholding taxes of $2,857)	$	579,755
Dividends - Affiliated Issuers		44,193
Interest		88,525
Total Income		712,473
Expenses:
Investment Advisory Fees		374,428
Administrative Fees		149,880
Custodian Fees		9,595
Shareholder Servicing Costs		165,095
Reports to Shareholders		50,757
Other		50,177
Total Expenses before Expense Offsets		799,932
Expense Offsets (Note 4)		(7,729	)
Expenses, Net		792,203
Net Investment Income (Loss)		(79,730	)
Realized and Unrealized Gain (Loss):
Net Realized Gain (Loss) on:
Investments		2,933,617
Written Options		54,350
Short Positions		19,694
Net Realized Gain (Loss)		3,007,661
Net Change in Unrealized Appreciation/Depreciation on:
Investments		8,331,910
Written Options		22,715
Short Positions		(40,454	)
Net Change in Unrealized Appreciation/Depreciation		8,314,171
Net Gain (Loss) on Investments		11,321,832
Net Increase (Decrease) in Net Assets Resulting from Operations	$	11,242,102

See Notes to Financial Statements.

7

STATEMENTS OF CHANGES IN NET ASSETS

	Strong Value Fund
	Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002
Operations:
Net Investment Income (Loss)	$	(79,730	)	$	(32,344	)
Net Realized Gain (Loss)		3,007,661			(1,285,632	)
Net Change in Unrealized Appreciation/Depreciation		8,314,171			(6,348,700	)
Net Increase (Decrease) in Net Assets Resulting from Operations		11,242,102			(7,666,676	)
Distributions:
From Net Investment Income		—			(13,859	)
From Net Realized Gains		(248,413	)		(379,682	)
Total Distributions		(248,413	)		(393,541	)
Capital Share Transactions:
Proceeds from Shares Sold		18,430,817			11,072,596
Proceeds from Reinvestment of Distributions		239,430			380,180
Payment for Shares Redeemed		(16,236,192	)		(12,723,391	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		2,434,055			(1,270,615	)
Total Increase (Decrease) in Net Assets		13,427,744			(9,330,832	)
Net Assets:
Beginning of Year		42,343,068			51,673,900
End of Year	$	55,770,812		$	42,343,068
Undistributed Net Investment Income (Loss)	$	—		$	—
Transactions in Shares of the Fund:
Sold		1,870,374			1,112,212
Issued in Reinvestment of Distributions		22,170			35,497
Redeemed		(1,603,731	)		(1,281,643	)
Net Increase (Decrease) in Shares of the Fund		288,813			(133,934	)

See Notes to Financial Statements.

8

FINANCIAL HIGHLIGHTS

STRONG VALUE FUND

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001			Dec. 31, 2000			Dec. 31, 1999
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	9.07		$	10.76		$	11.43		$	12.31		$	14.95
Income From Investment Operations:
Net Investment Income (Loss)		(0.02	)		(0.01	)		0.05			0.01			0.06
Net Realized and Unrealized Gains (Losses) on Investments		2.25			(1.60	)		(0.09	)		1.40			(0.36	)
Total from Investment Operations		2.23			(1.61	)		(0.04	)		1.41			(0.30	)
Less Distributions:
From Net Investment Income		—			(0.00	)(b)		(0.05	)		(0.01	)		(0.06	)
From Net Realized Gains		(0.05	)		(0.08	)		(0.58	)		(2.28	)		(2.28	)
Total Distributions		(0.05	)		(0.08	)		(0.63	)		(2.29	)		(2.34	)
Net Asset Value, End of Period	$	11.25		$	9.07		$	10.76		$	11.43		$	12.31
Ratios and Supplemental Data
Total Return		+24.6	%		-15.1	%		-0.3	%		+12.7	%		-2.0	%
Net Assets, End of Period (In Millions)	$	56		$	42		$	52		$	52		$	58
Ratio of Expenses to Average Net Assets before Expense Offsets		1.6	%		1.7	%		1.6	%		1.5	%		1.4	%
Ratio of Expenses to Average Net Assets		1.6	%		1.7	%		1.6	%		1.5	%		1.4	%
Ratio of Net Investment Income (Loss) to Average Net Assets		(0.2	)%		(0.1	)%		0.5	%		0.1	%		0.3	%
Portfolio Turnover Rate		140.8	%		201.0	%		151.3	%		149.0	%		103.8	%

(a) Information presented relates to a share of capital stock of the Fund outstanding for the entire period.

(b) Amount calculated is less than $0.005.

See Notes to Financial Statements.

9

NOTES TO FINANCIAL STATEMENTS

December 31, 2003

1. Organization

Strong Value Fund (the “Fund”) (a series fund of Strong Equity Funds, Inc.) is a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended (“1940 Act”). Investor Class shares of the Fund are available to the general public.

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 traded on a national securities exchange are valued each business day at the last sales price. Securities traded on the NASDAQ Stock Market are valued each business day using the NASDAQ Official Closing Price (“NOCP”). Exchange-traded securities for which there were no transactions and NASDAQ-traded securities for which there is no NOCP are valued at the mean of the bid and ask prices. Securities for which market quotations are not readily available are fair valued as determined in good faith under the general supervision of the Board of Directors. Some of the Fund’s portfolio securities may be listed on foreign exchanges that close before the U.S. markets and that trade on days when the U.S. markets are closed. As a result, management, under the supervision of the Strong Funds’ Board of Directors, will consider significant events affecting foreign securities and the movements of the domestic markets that occur after the close of the foreign markets and before the time a Fund’s net asset value (“NAV”) is calculated in valuing such foreign securities. Securities that are purchased within 60 days of their stated maturity are valued at amortized cost, which approximates fair value.

The Fund may own certain securities that are restricted as to resale. Restricted securities include Section 4(2) commercial paper, securities issued in private placement, or securities eligible for resale pursuant to Rule 144A under the Securities Act of 1933. Restricted securities may be determined to be liquid or illiquid. Securities are deemed illiquid based upon guidelines established by the Fund’s Board of Directors. Illiquid securities are valued after giving due consideration to pertinent factors, such as recent private sales, market conditions and the issuer’s financial performance. The Fund held no restricted and illiquid securities at December 31, 2003.

(B) Federal Income and Excise Taxes and Distributions to Shareholders — The Fund intends to comply with the requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders in a manner which results in no tax cost to the Fund. Therefore, no federal income or excise tax provision is recorded.

Undistributed income or net realized gains for financial statement purposes may differ from what is determined for federal income tax purposes due to differences in the timing, recognition and characterization of income, and expense and capital gain items for financial statement and tax purposes. Where appropriate, reclassifications between net asset accounts are made for such differences that are permanent in nature. The Fund may utilize earnings and profits distributed to shareholders on redemption of shares as part of the dividends paid deduction.

The Fund generally pays dividends from net investment income quarterly and distributes net realized capital gains, if any, at least 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 Fund may utilize derivative instruments including options, futures and other instruments with similar characteristics to the extent that they are consistent with the Fund’s investment objectives and limitations. The Fund intends to use such derivative instruments primarily to hedge or protect from adverse movements in securities’ prices, foreign currencies or interest rates. The use of these instruments involves certain risks, including the possibility that the value of the underlying assets or indices fluctuate, the derivative becomes illiquid, imperfect correlation exists between the value of the derivative and the underlying assets or indices, or that the counterparty fails to perform its obligations when due.

Investments in foreign-denominated assets or forward currency contracts may involve greater risks than domestic investments due to currency rate fluctuations, political and economic instability, different financial reporting standards and taxes, less liquidity, less strict regulation of securities markets, and smaller markets with lower trading volume.

(E) Futures — Upon entering into a futures contract, the Fund deposits in a segregated account with their custodian, in the name of the broker, cash and/or other liquid investments equal to the minimum “initial margin” requirements of the exchange. The Fund designates liquid securities as collateral on open futures contracts. The Fund also receives from or pays to the broker an amount of cash equal to the daily fluctuation in the value of the futures contract. Such receipts or

10

payments are known as “variation margin” and are recorded as unrealized gains or losses. When the futures contract is closed, a realized gain or loss is recorded equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.

(F) Options — The Fund may write put or call options. Premiums received by the Fund upon writing put or call options are recorded as an asset with a corresponding liability that is subsequently adjusted daily to the current market value of the option. Changes between the initial premiums received and the current market value of the options are recorded as unrealized gains or losses. When an option is closed, expired or exercised, 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 written option, although any potential loss during the period would be reduced by the amount of the option premium received by the Fund. The Fund designates liquid securities as collateral on open written options contracts. At December 31, 2003, the Fund has designated $512,500 as cash collateral on open written put options.

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

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

(I) Short Positions — The Fund may engage in short sale transactions. For financial statement purposes, an amount equal to the settlement amount is included in the Statement of Assets and Liabilities as an asset and an equivalent liability. The amount of the liability is subsequently marked-to-market to reflect the current value of the short position. Changes between the amount of the liability and the current market value of the short positions are recorded as unrealized gains or losses. The Fund is liable to the buyer for any dividends payable on securities while those securities are in a short position. If the Fund sells securities short while also holding the long position in the security, it may protect unrealized gains, but will lose the opportunity to profit on such securities if the price rises. If the Fund sells securities short when not holding the long position in the security, it will experience a loss if the market price of the security increases between the date of the short sale and the date the security is replaced.

(J) Repurchase Agreements — The Fund may enter into repurchase agreements with institutions that the Fund’s investment advisor, Strong Capital Management, Inc. (“Strong” or the “Advisor”), has determined are creditworthy. Each repurchase transaction is recorded at cost, which approximates fair value. The Fund requires that the collateral, represented by cash and/or securities (primarily U.S. government securities), in a repurchase transaction be maintained in a segregated account under the control of the Fund’s custodial bank in a manner sufficient to enable the Fund to liquidate those securities in the event of a default of the counterparty. On a daily basis, the Fund’s custodial bank monitors the value of the collateral, including accrued interest, to ensure it is at least equal to the amount owed to the Fund under each repurchase agreement.

(K) Securities Lending — The Fund has entered into a Securities Lending Agreement (the “Agreement”) with Deutsche Bank, which was subsequently acquired by State Street Bank and Trust Company. Under the terms of the Agreement, the Fund may lend portfolio securities to qualified institutional borrowers in order to earn additional income. The Agreement requires that loans are collateralized at all times by cash and cash equivalents equal to at least 102% of the market value of the aggregate loaned securities, plus accrued interest, and the collateral is marked-to-market daily. Cash collateral received is invested in repurchase agreements, investment funds, government obligations and/or bank obligations. At December 31, 2003, the Fund had no securities on loan.

The three primary risks associated with securities lending are: a borrower defaulting on its obligation to return the securities loaned resulting in a shortfall on the posted collateral; a principal loss arising from the lending agent’s investment of cash collateral; and the inability of the lending Fund to recall a security in time to exercise valuable voting rights or sell the security. In each case, the lending agent has indemnified the Funds for these types of losses.

(L) Directed Brokerage — The Fund directs certain portfolio trades to brokers who, in turn, pay a portion of the Fund’s expenses not attributable to the Advisor or its affiliates. Such amounts are included in Expense Offsets reported in the Fund’s Statement of Operations.

11

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2003

(M) Earnings Credit Arrangements — Credits are earned on positive cash balances maintained in custodian accounts. These credits serve to reduce the custodian’s fees incurred by the Fund and are included in Expense Offsets reported in the Fund’s Statement of Operations and in Note 4.

(N) Expenses — The Fund and other affiliated Strong Funds contract for certain services on a collective basis. The majority of the expenses are directly identifiable to an individual Fund. Expenses that are not readily identifiable to a specific Fund will be allocated in such a manner as deemed equitable, taking into consideration, among other things, the nature and type of expense and the relative sizes of the Strong Funds.

(O) Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts in these financial statements. Actual results could differ from those estimates.

(P) 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 on the interest method.

3. Related Party Transactions

The Advisor provides investment advisory and related services to the Fund. Strong Investor Services, Inc. (the “Administrator”), an affiliate of the Advisor, provides administrative, transfer agent and related services to the Fund. Certain officers and, until December 2, 2003, certain directors of the Fund are or were affiliated with the Advisor and the Administrator. Investment advisory and administration fees, which are established by the terms of the advisory and administration agreements, are based on an annualized rate of the average daily net assets of the Fund. The investment advisory fees are 0.75% for assets under $4 billion, 0.725% for the next $2 billion assets, and 0.70% for assets $6 billion and above. The administrative fees are 0.30% of the daily net assets of the Fund.

The Fund’s Advisor and/or Administrator may voluntarily waive or absorb certain expenses at their discretion. Transfer agent and related service fees are paid at a rate of $27.00 for each open shareholder account and $4.20 for each closed shareholder account. Transfer agent fees are recorded in Shareholder Servicing Costs in the Fund’s Statement of Operations. The Administrator also allocates to the Fund certain charges or credits resulting from transfer agency banking activities based on the Fund’s level of subscription and redemption activity. Transfer Agency Banking Charges allocated to the Fund by the Administrator, if any, are included in Other Expenses in the Fund’s Statement of Operations. Transfer Agency Banking Credits allocated by the Administrator, if any, serve to reduce the transfer agent expenses incurred by the Fund and are included in Expense Offsets reported in the Fund’s Statement of Operations. The Administrator is also compensated for certain other out-of-pocket expenses related to transfer agent services.

Sloate, Weisman, Murray & Company, Inc. (“Sloate”) manages the equity investments of the Fund under a subadvisory agreement with the Advisor. Sloate is compensated by the Advisor (not the Fund) and bears all of its own expenses in providing subadvisory services. In addition, Sloate directly affects purchases and sales of securities for the Fund. In conjunction therewith, brokerage commissions paid to Sloate by the Fund for the year ended December 31, 2003 totaled $23,784.

The Fund may invest cash in money market funds managed by the Advisor, subject to certain limitations.

The amount payable to the Administrator or Advisor at December 31, 2003, shareholder servicing and other related expenses paid to Administrator, transfer agency banking charges and unaffiliated directors’ fees for the year ended December 31, 2003 were $15,254, $165,922, $693 and $1,464, respectively.

4. Expense Offsets

Expense offsets during the year ended December 31, 2003 included expense waivers and absorptions and earnings credits of $4,020 and $3,709, respectively.

5. Line of Credit

The Strong Funds have established a line of credit agreement (“LOC”) with certain financial institutions, which expires October 8, 2004, 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 LOC. For an individual Fund, borrowings under the LOC are limited to either the lesser of 15% of the market value of the Fund’s total assets or any explicit borrowing limits in the Fund’s registration statement. The principal amount of each borrowing under the LOC is due not more than 45 days after the date of the borrowing. Borrowings under the LOC bear interest based on prevailing market rates as defined in the LOC. A commitment fee of 0.09% per annum is incurred on the unused portion of the LOC and is allocated to all participating Strong Funds based on their net asset values. For the year ended December 31, 2003, there were no borrowings by the Fund under the LOC.

12

6. Investment Transactions

The aggregate purchases and sales of long-term securities during the year ended December 31, 2003 were $56,963,933 and $53,196,912, respectively. The aggregate purchases and sales of long-term U.S. government securities during the year ended December 31, 2003 were $959,126 and $991,465, respectively.

7. Income Tax Information

At December 31, 2003, the cost of investments in securities for federal income tax purposes was $46,762,243. Net unrealized appreciation of securities was $8,552,893 consisting of gross unrealized appreciation and depreciation of $8,615,863 and $62,970, respectively. The difference between cost amounts for financial statement and federal income tax purposes is due primarily to timing differences in recognizing certain gains and losses on security transactions. At December 31, 2003, distributable ordinary income and distributable long-term capital gains were $820,338 and $205,461, respectively.

The tax components of dividends paid during the years ended December 31, 2003 and 2002, capital loss carryovers as of December 31, 2003, and tax basis post-October losses as of December 31, 2003, which are not recognized for tax purposes until the first day of the following fiscal year, are:

	2003 Income Tax Information								2002 Income Tax Information
	Ordinary Income Distributions		Long-Term Capital Gains Distributions		Net Capital Loss Carryovers		Post-October Losses		Ordinary Income Distributions		Long-Term Capital Gains Distributions
Strong Value Fund	$	173,133	$	75,280	$	—	$	—	$	13,859	$	379,682

For corporate shareholders in the Fund, the percentage of ordinary dividend income distributed for the year ended December 31, 2003, which is designated as qualifying for the dividends-received deduction, is 0.0% (unaudited).

For shareholders in the Fund, the percentage of dividend income distributed for the year ended December 31, 2003, which is designated as qualified dividend income under the Jobs and Growth Tax Relief Act of 2003, is 100.0% (unaudited).

The Fund utilized $1,349,851 of its capital loss carryovers during the year ended December 31, 2003.

8. Investments in Affiliates

Affiliated issuers, as defined under the 1940 Act, include any Fund of the Strong Funds and any issuer in which the Fund’s holdings of an issuer represent 5% or more of the outstanding voting securities of the issuer. A summary of transactions in the securities of these issuers during the year ended December 31, 2003 is as follows:

	Balance of Shares Held Jan. 1, 2003	Gross Purchases and Additions	Gross Sales and Reductions		Balance of Shares Held Dec. 31, 2003	Value Dec. 31, 2003		Investment Income Jan. 1, 2003- Dec. 31, 2003
Strong Value Fund
Strong Heritage Money Fund - Institutional Class	10,000,000	—	(10,000,000	)	—	$	—	$	44,193

9. Legal Proceedings

The United States Securities and Exchange Commission (“SEC”), the New York Attorney General (“NYAG”), the Wisconsin Attorney General (“WAG”), and the Wisconsin Department of Financial Institutions (“WDFI”) are investigating active trading of the Strong Funds by employees of Strong, including Richard S. Strong, former employee and Chairman of Strong. The Independent Directors of the Strong Funds are also investigating these matters, with the assistance of counsel and an independent consulting firm. Fund expenses related to the investigation are reimbursed by Strong. The Independent Directors intend to obtain appropriate redress if they determine that the Strong Funds were harmed. In addition, Strong has received a subpoena from the West Virginia Attorney General (“WVAG”) requesting documents, if any, related to market timing and late trading practices. Effective November 2, 2003, the Independent Directors accepted Mr. Strong’s resignation as Chairman of the Strong Funds’ Boards. Effective December 2, 2003, Mr. Strong resigned as Director of the Strong Funds’ Boards, as Chairman, Chief Investment Officer and Director of Strong, and as Chairman and Director of Strong Financial Corporation, and its affiliates.

13

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2003

Strong is aware of a complaint filed and simultaneously settled on September 3, 2003 (the “Complaint”), by NYAG on behalf of the State of New York, against Canary Capital Partners, LLC, et al. (collectively, “Canary”), which alleges that Canary engaged in certain improper trading practices characterized as “late-day trading” and “market timing” with various mutual funds. Strong and certain Strong Funds are referenced, although not named as parties in the Complaint, with respect to the market timing allegations. On September 5, 2003, the SEC began an inquiry based on matters related to, and set forth in, the Complaint. On September 24, 2003, the WDFI asked that certain information and documents be provided related to the matters referenced in the Complaint.

Strong is currently cooperating with the NYAG, the SEC, the WAG, the WDFI, and the WVAG with respect to their separate inquires into these matters. On September 26, 2003, Strong announced its commitment to make appropriate reimbursement if it is determined that the transactions set forth in the Complaint adversely affected investors in the Strong Funds referenced in the Complaint. On October 30, 2003, Mr. Strong announced that he has committed to personally compensate the Strong Funds for any financial losses they may have experienced as a result of his transactions.

As of the date of this Report, Strong is aware of multiple shareholder class and derivative actions (“Actions”) filed since September 4, 2003, with respect to the factual matters referenced in the Complaint naming, among others, Strong, Strong Funds, Strong affiliates, and certain of their officers and directors as defendants. These Actions have been filed in the following federal and state courts: U.S. District Court for the Southern District of New York; U.S. District Court, District of New Jersey; U.S. District Court, Eastern District of Wisconsin, Milwaukee Division; U.S. District Court, Western District of Wisconsin; Superior Court of New Jersey Law Division of Hudson; State of Wisconsin Circuit Court, Milwaukee County; State of Wisconsin Circuit Court, Waukesha County; Supreme Court of the State of New York; Superior Court of the State of California, County of Los Angeles; and U.S. District Court, District of Connecticut. The Actions generally allege, among other things, that the defendants violated their fiduciary duty to fund shareholders and certain retirement plan participants, and made false and misleading statements in the funds’ prospectuses in violation of federal and state securities laws. The Actions generally seek one or more of the following: compensatory damages, punitive damages, special damages, exemplary damages, rescission, restitution, payment of plaintiffs’ attorneys’ fees and experts’ fees, and/or replacement of the Board of Directors of the Strong Funds. Additional lawsuits may be filed in the same or other venues presenting allegations and demands for relief. Strong expects that any such lawsuits would contain allegations including the matters discussed here and that the demands for relief would not materially differ from those described above. Based on available information, Strong and the Strong Funds do not currently believe that any of the pending Actions or the regulatory inquiries will have a material impact on any of the Strong Funds.

14

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Shareholders

of Strong Value Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments in securities, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Strong Value Fund (hereafter referred to as the “Fund”) at December 31, 2003, and the results of its operations, the changes in its net assets and its financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Milwaukee, Wisconsin

February 3, 2004

15

DIRECTORS AND OFFICERS

Each officer and director holds the same position with the 27 registered open-end management investment companies consisting of 72 mutual funds (“Strong Funds”).

Willie D. Davis (DOB 7-24-34), Director of the Strong Funds since July 1994.

Mr. Davis has been President and Chief Executive Officer of All Pro Broadcasting, Inc., since 1977; Director of Wisconsin Energy Corporation (formerly WICOR, Inc., a utility company) since 1990, Metro Goldwyn Mayer, Inc. (an entertainment company), since 1998, Bassett Furniture Industries, Inc., since 1997, Checker’s Drive-In Restaurants, Inc. (formerly Rally’s Hamburgers, Inc.), since 1994, Johnson Controls, Inc. (an industrial company), since 1992, MGM Mirage (formerly MGM Grand, Inc., an entertainment/hotel company) since 1990, Dow Chemical Company since 1988, Sara Lee Corporation (a food/consumer products company) since 1983, Alliance Bank since 1980, Manpower, Inc. (a worldwide provider of staffing services), since 2001, and Kmart Corporation (a discount consumer products company) from 1985 to 2003; and Trustee of the University of Chicago since 1980 and Marquette University since 1988.

Gordon B. Greer (DOB 2-17-32), Director of the Strong Funds since March 2002.

Mr. Greer was Of Counsel for Bingham McCutchen LLP (a law firm previously known as Bingham Dana LLP) from 1997 to February 2002 and Partner of Bingham McCutchen LLP from 1967 to 1997. On behalf of Bingham McCutchen LLP, Mr. Greer provided representation to the disinterested directors of the Strong Funds from 1991 to February 2002. Bingham McCutchen LLP has provided representation to the Independent Directors of the Strong Funds since 1991.

Stanley Kritzik (DOB 1-9-30), Director of the Strong Funds since January 1995 and Chairman of the Audit Committee of the Strong Funds since July 2000.

Mr. Kritzik has been Partner of Metropolitan Associates (a real estate firm) since 1962; Director of Wisconsin Health Information Network since November 1997, Health Network Ventures, Inc., from 1992 to April 2000, Aurora Health Care from September 1987 to September 2002; and Member of the Board of Governors of Snowmass Village Resort Association from October 1999 until October 2002.

Neal Malicky (DOB 9-14-34), Director of the Strong Funds since December 1999.

Mr. Malicky has been President Emeritus of Baldwin-Wallace College since July 2000; Chancellor of Baldwin-Wallace College from July 1999 to June 2000; President of Baldwin-Wallace College from July 1981 to June 1999; Director of Aspire Learning Corporation since June 2000; Trustee of Southwest Community Health Systems, Cleveland Scholarship Program, and The National Conference for Community and Justice until 2001; President of the National Association of Schools and Colleges of the United Methodist Church, Chairperson of the Association of Independent Colleges Universities of Ohio, and Secretary of the National Association of Independent Colleges and Universities until 2001.

William F. Vogt (DOB 7-19-47), Director and Chairman of the Independent Directors Committee of the Strong Funds since January 1995.

Mr. Vogt has been Senior Vice President of IDX Systems Corporation (a management consulting firm) since June 2001; President of Vogt Management Consulting, Inc., from July 1990 to June 2001; and former Fellow of the American College of Medical Practice Executives.

16

DIRECTORS AND OFFICERS (continued)

Ane K. Ohm (DOB 10-16-69), Anti-Money Laundering Compliance Officer of the Strong Funds since November 2002.

Ms. Ohm has been Anti-Money Laundering Compliance Officer of Strong Financial Corporation since February 2003; Assistant Executive Vice President of Strong Financial Corporation since November 2003; Executive Vice President of the Advisor since December 2001; Director of Mutual Fund Administration of Strong Investor Services, Inc., since April 2001; and Marketing Services Manager of Strong Investments, Inc., from November 1998 to April 2001.

Christopher O. Petersen (DOB 1-18-70), Vice President and Assistant Secretary of the Strong Funds since May 2003.

Mr. Petersen has been Managing Counsel of Strong Financial Corporation since March 2003; Corporate Counsel at U.S. Bancorp Asset Management, Inc., from May 2001 to March 2003; Corporate Counsel at First American Asset Management, a division of U.S. Bank National Association (“FAAM”), from September 1999 to May 2001; Compliance Officer at FAAM from January 1999 to September 1999; and Associate Attorney at Mauzy Law Firm from September 1997 to December 1998.

Richard W. Smirl (DOB 4-18-67), Vice President of the Strong Funds since February 2002 and Secretary of the Strong Funds since November 2001.

Mr. Smirl has been Senior Counsel of Strong Financial Corporation since December 2001; Assistant Secretary of Strong Financial Corporation from December 2001 to February 2003; Secretary of Strong Financial Corporation since February 2003; Assistant Executive Vice President of the Advisor since December 2001; Chief Legal Officer of the Advisor since February 2003; Secretary of the Advisor since November 2002; Assistant Secretary of the Advisor from December 2001 to November 2002; Senior Counsel of the Advisor from July 2000 to December 2001; General Counsel of Strong Investments, Inc. (“Distributor”), since November 2001; Secretary of the Distributor since July 2000; Vice President and Chief Compliance Officer of the Distributor from July 2000 to December 2003; Lead Counsel of the Distributor from July 2000 to November 2001; Vice President of Strong Investor Services, Inc., since December 2001; Assistant Secretary of Strong Investor Services, Inc., from December 2001 to May 2003; Secretary of Strong Investor Services, Inc., since May 2003; Partner at Keesal, Young & Logan LLP (a law firm) from September 1999 to July 2000; and Associate at Keesal, Young & Logan LLP from September 1992 to September 1999.

Gilbert L. Southwell III (DOB 4-13-54), Assistant Secretary of the Strong Funds since July 2001.

Mr. Southwell has been Associate Counsel of Strong Financial Corporation since December 2001; Assistant Secretary of the Advisor since December 2002; Associate Counsel of the Advisor from April 2001 to December 2001; Partner at Michael, Best & Friedrich, LLP (a law firm) from October 1999 to March 2001; and Assistant General Counsel of U.S. Bank, National Association (formerly Firstar Bank, N.A.) and/or certain of its subsidiaries from November 1984 to September 1999.

John W. Widmer (DOB 1-19-65), Treasurer of the Strong Funds since April 1999.

Mr. Widmer has been Treasurer of the Advisor since April 1999; Assistant Treasurer of Strong Financial Corporation since December 2001; Assistant Secretary of Strong Financial Corporation from December 2001 to January 2003; Treasurer of Strong Service Corporation since April 1999; Treasurer and Assistant Secretary of Strong Investor Services, Inc., since July 2001; and Manager of the Financial Management and Sales Reporting Systems department of the Advisor from May 1997 to April 1999.

Thomas M. Zoeller (DOB 2-21-64), Vice President of the Strong Funds since October 1999.

Mr. Zoeller has been Executive Vice President of the Advisor since April 2001; Chief Financial Officer of the Advisor since February 1998; Secretary of the Advisor from December 2001 to November 2002; Member of the Office of the Chief Executive of Strong Financial Corporation since May 2001; Chief Financial Officer and Treasurer of Strong Investments, Inc., since October 1993; Executive Vice President of Strong Investor Services, Inc., since July 2001; Secretary of Strong Investor Services, Inc., from July 2001 to May 2003; Executive Vice President, Chief Financial Officer, and Secretary of Strong Service Corporation since December 2001; Treasurer of Strong Service Corporation from September 1996 to April 1999; Vice President of Strong Service Corporation from April 1999 to December 2001; Member of the Office of the Chief Executive of the Advisor from November 1998 until May 2001; and Senior Vice President of the Advisor from February 1998 to April 2001.

Except for Messrs. Davis, Kritzik, Malicky, and Vogt, the address of all of the Directors and Officers is P.O. Box 2936, Milwaukee, WI 53201. Mr. Davis’s address is 161 North La Brea, Inglewood, CA 90301. Mr. Kritzik’s address is 1123 North Astor Street, Milwaukee, WI 53202. Mr. Malicky’s address is 4608 Turnberry Drive, Lawrence, KS 66047. Mr. Vogt’s address is P.O. Box 7657, Avon, CO 81620.

The statement of additional information contains additional information about fund directors and officers and is available without charge, upon request, by calling 1-800-368-3863.

17

NOTES

18

Directors

Willie D. Davis

Gordon B. Greer

Stanley Kritzik

Neal Malicky

William F. Vogt

Officers

Phillip O. Peterson, President (effective January 2004)

Thomas M. Zoeller, Vice President

Richard W. Smirl, Vice President and Secretary

Christopher O. Petersen, Vice President and Assistant Secretary

Gilbert L. Southwell III, Assistant Secretary

John W. Widmer, Treasurer

Ane K. Ohm, Anti-Money Laundering Compliance Officer

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

State Street Bank and Trust Company

801 Pennsylvania Avenue, Kansas City, Missouri 64105

Transfer Agent and Dividend-Disbursing Agent

Strong Investor Services, 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

Strong Investments

P.O. Box 2936  |  Milwaukee, WI 53201

www.Strong.com

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

To receive a free copy of the policies and

procedures the funds use to determine how

to vote proxies relating to portfolio securities,

call 1-800-368-3863, or visit the Securities

and Exchange Commission’s web site at

www.sec.gov

If you are a Financial Professional,

call 1-800-368-1683

Visit our web site at

www.Strong.com

This report does not constitute an offer for the sale of securities. Strong Funds are offered for sale by prospectus only. Securities are offered through Strong Investments, Inc. RT40966 02-04

AVAL/WH3265 12-03

Item 1.    Reports to Shareholders

ANNUAL REPORT    |    December 31, 2003

Strong

Index 500

Fund

ANNUAL REPORT    |    December 31, 2003

Strong

Index 500

Fund

Table of Contents

Investment Review
Strong Index 500 Fund	2
Financial Information
Statements of Assets and Liabilities	4
Statements of Operations	5
Statements of Changes in Net Assets	6
Financial Highlights	7
Notes to Financial Statements	8
Report of Independent Auditors	11
Financial Information — Master Investment Portfolio — S&P 500 Index Master Portfolio
Schedule of Investments	12
Statement of Assets and Liabilities	18
Statement of Operations	19
Statements of Changes in Net Assets	20
Notes to the Financial Statements	21
Report of Independent Auditors	25
Trustees Information	26
Directors and Officers	28

A Few Words From Dick Weiss

Market Update — January 1, 2003, to December 31, 2003

One of the great strengths of Strong Capital Management, Inc. (“Strong”), is the autonomy of its different investment teams. Unlike so many institutions where a single investment philosophy predominates and stock selection is done by committee, Strong is comprised of highly independent investment teams with individual philosophies and practices.

This independence notwithstanding, the investment teams share a common objective — adding value for shareholders.

Despite the turmoil surrounding the mutual fund industry and our firm during the last quarter of 2003, Strong’s investment teams performed admirably. According to Lipper, 74 percent of the Strong Funds beat their respective peer indices since their inception.*

Indeed, 2003 turned out to be a better year than anticipated by the investment world. In October of 2002, the market bottomed, and then began a steady advance upward into 2003. Troubled by the prospect of military conflict with Iraq, the market turned down in January and bottomed again in March. Once the outcome in Iraq

Economic Growth Rebounded in 2003

* Results are based on total returns. 110 of 149 funds, including separate share classes, outperformed their Lipper Peer Indices since the funds’ inception through 12-31-03. Investment values fluctuate. Results will vary for other time periods. Does not include effect of any loads (as applicable).

(Continued on next page)

became clear, the market anticipated the major business recovery that materialized in the third and fourth quarters, and resumed its forward march. The S&P 500 Index, Dow Jones Industrial Average, and Nasdaq moved up smartly for the remainder of the year.

It was, in effect, a rising tide that lifted many boats. Stocks that had been especially battered by the three-year bear market — either because the market assumed their business models were broken or because they had been pushed to the edge of bankruptcy — enjoyed dramatic recoveries. Once it became clear that the economy had bottomed, many of the most downtrodden stocks rebounded like coiled springs and rose appreciably in the second half of 2003. This is a phenomenon that has typically occurred after tough bear markets and has generally lasted around 6-8 months. I believe we are approaching the end of this phase.

In some instances, I believe going against conventional wisdom in 2004 will spell the difference between average and exceptional performance. For example:

Popular opinion has it that manufacturing — a sector which has suffered for roughly 30 years — will continue to falter in 2004. I disagree. It appears that 2004 may shape up to be the first synchronized global economic recovery in years. That, combined with a weak dollar, should make U.S. manufacturing goods increasingly competitive around the world and bolster the sector’s overall results.

The energy sector, which significantly underperformed in 2003, looks promising as well. While it participated in the fourth quarter rally, it lagged for the year and was nearing an all-time low, as a percentage of the S&P 500 Index. Energy prices were stronger than most observers expected in 2003. Given the likely increase in demand as the global economy expands, energy prices should remain at the upper end of their normal trading range. This scenario would allow individual energy stocks to play catch-up.

Here at home, the U.S. economy shows unmistakable signs of strengthening. Job growth is gaining momentum. Consumer confidence quite clearly is on the rise. All in all, it’s an encouraging combination.

If you accept the premise that there will be a wider divergence of performance this year, diversification becomes essential. It’s going to be harder to make money in 2004 than it was in 2003. But in a market environment where a rising tide will not lift all issues indiscriminately, diversified mutual funds can be a sound and sensible investment option.

Consumer Confidence Increased in 2003

Thank you for investing with Strong.

Richard T. Weiss

Vice Chairman

Strong Financial Corporation

Strong Index 500 Fund

The Strong Index 500 Fund seeks investment performance that correlates, before fees and expenses, to the S&P 500 Index. For the 12 months ended December 31, 2003, the Fund closely tracked the strong gains posted by that index. The Fund returned 28.17% for the period, while the Index returned 28.67%.

A strong recovery for most of the year

Equity markets rebounded during the year, with all major sectors of the market enjoying positive returns. This was welcome relief from the past three years of declines. Stocks got off to a slow start in 2003, as concerns about impending war with Iraq and generally sluggish economic indicators caused the markets to generally trend downward for the first few months of the year. In the second quarter, however, the coalition military effort experienced some success, and convincing signs of economic recovery began to surface. Retail sales levels climbed, fueled by good consumer confidence and continued low interest rates.

For the third quarter, gross domestic product annual growth was reported at 8.2%, a figure that exceeded even optimistic analysts’ expectations. The resurgent economy helped to drive corporate earnings higher — improvement that was in turn reflected in still higher equity prices.

Smaller-company stocks outperformed

While the S&P 500 Index posted strong returns, smaller-cap indices offered even stronger performance. As investors gained ever-greater confidence in the economic recovery, their willingness to take on higher levels of investment risk in pursuit of higher returns increased. They therefore gravitated to more volatile, smaller-company stocks. In addition, investors across all market capitalizations also favored lower-quality companies — those with weaker earnings and higher levels of debt. These were the companies that had been punished most harshly during the long bear market, and thus had the most room to rise.

Given this trend, it’s not surprising that the strongest sector within the Index was information technology (which represents almost 18% of the Index), which posted a gain of 47% for the year. Materials stocks (about 3% of the Index) returned 38%, as the sector was well-positioned to benefit from the economic recovery. Consumer-discretionary stocks (roughly 11% of the Index) climbed by 37%, as spending by individuals and families remained strong. Other strong sectors were industrials (about 11% of the Index) and financials (the largest sector at more than 21% of the Index), which returned 32% and 31%, respectively, for the year.

Top ten stocks offered strong returns

Each of the ten largest stocks in the Index posted positive returns. In keeping with the broader market trend, technology bellwethers Intel and Cisco Systems posted outstanding gains, with total returns of 107% and 85%, respectively, for the year. Citigroup returned 42%, placing it ahead of the average for the financials sector. The Index’s largest single component, General Electric, climbed by 31%, just ahead of the Index average. International Business Machines Corporation (IBM) posted double-digit returns but lagged its faster-growing technology rivals, gaining 21% for the year. Of course, not all the stocks in the Index performed this well.

Looking ahead

Because the Fund is an Index Fund, it does not strive to predict market movements or make investment decisions based on forecasts. The primary effort in the year ahead will be to seek to replicate the S&P 500 Index’s performance. If large-cap stocks can make up some ground relative to smaller-cap stocks in the coming year, the performance of this large-cap-driven Index would benefit.

We thank you for your investment in the Strong Index 500 Fund.

2

Fund Highlights

Your Fund’s Approach

The Strong Index 500 Fund seeks to replicate as closely as practicable, before fees and expenses, the capitalization-weighted total rate of return of that portion of the U.S. market for publicly traded common stocks composed of the larger capitalized companies. The Fund invests all of its assets in a separate mutual fund, called the S&P 500 Index Master Portfolio, that holds each of the stocks that make up the S&P 500 Index.*¹

Average Annual Total Returns

As of 12-31-03

Investor Class
1-year	28.17	%
3-year	-4.49	%
5-year	-1.05	%
Since Fund Inception (5-1-97)	6.17	%

Equity funds are volatile investments and should only be considered for long-term goals.

Growth of an Assumed $10,000 Investment^†

From 5-1-97 to 12-31-03

Mention of specific securities in this report is not indicative of whether the Fund may make additional purchases of, sell all or a portion of, or continue to hold those securities.

† 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 S&P 500 Stock^® Index and the Lipper S&P 500 Objective 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. Current performance may be lower or higher than quoted performance. Call us or visit www.Strong.com for the most current performance information. The graph and the Average Annual Total Returns table do not reflect the deduction of taxes, if any, that a shareholder would pay on Fund distributions or the redemption of Fund shares. To equalize time periods, the indices’ performances were prorated for the month of May 1997.

†† The Strong Index 500 Fund tracks the S&P 500 Stock^® Index and the Lipper S&P 500 Funds Index figures so closely that its results are not discernible on the graph.

The Fund’s prospectus and statement of additional information may describe restrictions on the percentage of a particular type or quality of security in which the Fund may invest (“Percentage Restrictions”). Percentage Restrictions apply at the time the Fund purchases a security. Circumstances subsequent to the purchase of the security, such as a change in: (1) the Fund’s assets (e.g., due to cash inflows and redemptions); (2) the market value of the security; or (3) the pricing, liquidity, or rating of the security, may cause the Fund to exceed or fall short of the Percentage Restriction. If this happens, the Fund’s continued holding of the security will not constitute a violation of the Percentage Restriction.

From time to time, the Fund’s advisor and/or administrator has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns. The Fund has a redemption fee of 0.50% against shares that are held fewer than six months.

¹ S&P 500 Stock^® Index does not sponsor the Fund or the Master Portfolio, nor is it affiliated in any way with Barclays Global Fund Advisors, the Master Portfolio’s investment advisor, or the Fund. “Standard & Poor’s 500^®,” “S&P,” and “S&P 500” are trademarks of the McGraw-Hill Companies, Inc., and have been licensed for use by the Fund. The Fund and the Master Portfolio are not sponsored, endorsed, sold, or promoted by S&P^®, and S&P^® makes no representations regarding the advisability of investing in the Fund and the Master Portfolio. S&P’s^® only relationship to the Master Portfolio and the Fund is the licensing of certain trademarks and trade names of S&P^® and of the S&P 500^® Index. The S&P 500^® Index is determined, composed, and calculated by S&P^® without regard to the Fund or the Master Portfolio.

* The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market value weighted index (stock price times number of shares outstanding), with each stock’s weight in the Index proportionate to its market value. The Lipper S&P 500 Index Objective Funds Index is the average of the 30 largest funds in the Lipper S&P 500 Index Objective Funds Category. Source of the S&P index data is Standard & Poor’s Micropal. Source of the Lipper index data is Lipper Inc.

3

STRONG INDEX 500 FUND

STATEMENT OF ASSETS AND LIABILITIES

December 31, 2003

Assets:
Investment in S&P 500 Index Master Portfolio, at Value (Note 1)	$	187,953,288
Receivable for Fund Shares Sold		408,459
Other Assets		8,715
Total Assets		188,370,462
Liabilities:
Payable for Fund Shares Redeemed		2,023,463
Due to Administrator		68,444
Accrued Operating Expenses and Other Liabilities		35,676
Total Liabilities		2,127,583
Net Assets	$	186,242,879
Net Assets Consist of:
Capital Stock (Par Value and Paid-in Capital)	$	221,666,784
Undistributed Net Investment Income		1,886,870
Accumulated Net Realized Loss		(25,586,012	)
Net Unrealized Depreciation on Investments		(11,724,763	)
Net Assets	$	186,242,879
Capital Shares Outstanding (Unlimited Number Authorized)		14,197,293
Net Asset Value Per Share	$	13.12

See Notes to Financial Statements.

4

STRONG INDEX 500 FUND

STATEMENT OF OPERATIONS

For the Year Ended December 31, 2003

Net Investment Income Allocated from Master Portfolio:
Dividend Income (Net of foreign withholding tax of $1,167)	$	3,151,088
Interest Income		83,895
Expenses		(90,544	)
Net Investment Income Allocated from Master Portfolio		3,144,439
Expenses:
Administrative Fees		450,011
Shareholder Servicing Fees		702,795
Reports to Shareholders		153,672
Other		107,812
Total Expenses before Expense Offsets		1,414,290
Expense Offsets (Note 4)		(687,131	)
Expenses, Net		727,159
Net Investment Income		2,417,280
Realized and Unrealized Gain (Loss) Allocated from Master Portfolio:
Net Realized Loss on Investments		(2,345,952	)
Net Change in Unrealized Appreciation/Depreciation on Investments		45,296,058
Net Gain Allocated from Master Portfolio		42,950,106
Net Increase in Net Assets Resulting from Operations	$	45,367,386

See Notes to Financial Statements.

5

STRONG INDEX 500 FUND

STATEMENTS OF CHANGES IN NET ASSETS

	Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002
Operations:
Net Investment Income	$	2,417,280		$	2,043,244
Net Realized Loss		(2,345,952	)		(16,920,534	)
Net Change in Unrealized Appreciation/Depreciation		45,296,058			(31,403,712	)
Net Increase (Decrease) in Net Assets Resulting from Operations		45,367,386			(46,281,002	)
Distributions:
From Net Investment Income		(2,232,578	)		(1,777,624	)
Total Distributions		(2,232,578	)		(1,777,624	)
Transactions in Shares of Beneficial Interest:
Proceeds from Shares Sold		101,195,766			67,163,481
Proceeds from Reinvestment of Distributions		2,158,074			1,546,003
Proceeds from Redemption Fees		19,063			23,241
Payment for Shares Redeemed		(113,276,139	)		(54,232,370	)
Net Increase in Net Assets from Beneficial Interest Transactions		(9,903,236	)		14,500,355
Total Increase (Decrease) in Net Assets		33,231,572			(33,558,271	)
Net Assets:
Beginning of Year		153,011,307			186,569,578
End of Year	$	186,242,879		$	153,011,307
Undistributed Net Investment Income	$	1,886,870		$	1,710,922
Transactions in Shares of the Fund:
Sold		8,903,715			5,728,472
Issued in Reinvestment of Distributions		164,864			149,365
Redeemed		(9,641,348	)		(4,910,181	)
Net Increase (Decrease) in Shares of the Fund		(572,769	)		967,656

See Notes to Financial Statements.

6

STRONG INDEX 500 FUND

FINANCIAL HIGHLIGHTS

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001			Dec. 31, 2000			Dec. 31, 1999(b)			Feb. 28, 1999
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	10.36		$	13.52		$	15.59		$	18.07		$	15.56		$	13.16
Income From Investment Operations:
Net Investment Income		0.18			0.14			0.12			0.13			0.15			0.13
Net Realized and Unrealized Gains (Losses) on Investments		2.74			(3.18	)		(2.04	)		(1.86	)		2.89			2.39
Total from Investment Operations		2.92			(3.04	)		(1.92	)		(1.73	)		3.04			2.52
Less Distributions:
From Net Investment Income		(0.16	)		(0.12	)		(0.06	)		(0.13	)		(0.15	)		(0.12	)
From Net Realized Gains		—			—			(0.09	)		(0.62	)		(0.38	)		(0.00	)(c)
Total Distributions		(0.16	)		(0.12	)		(0.15	)		(0.75	)		(0.53	)		(0.12	)
Net Asset Value, End of Period	$	13.12		$	10.36		$	13.52		$	15.59		$	18.07		$	15.56
Ratios and Supplemental Data
Total Return		+28.2	%		–22.5	%		–12.3	%		–9.5	%		+19.5	%		+19.2	%
Net Assets, End of Period (In Millions)	$	186		$	153		$	187		$	180		$	186		$	139
Ratio of Expenses to Average Net Assets before Expense Offsets		0.83	%		0.95	%		0.87	%		0.73	%		0.69	%*		0.73	%
Ratio of Expenses to Average Net Assets		0.45	%		0.45	%		0.45	%		0.45	%		0.45	%*		0.45	%
Ratio of Net Investment Income to Average Net Assets		1.34	%		1.17	%		0.90	%		0.80	%		1.04	%*		1.18	%
Portfolio Turnover Rate(d)		8	%(e)		12	%		9	%		10	%		7	%		11	%

 * Calculated on an annualized basis.

(a) Information presented relates to a share of capital stock of the Fund outstanding for the entire period.

(b) In 1999, the Fund changed its fiscal year-end from February to December.

(c) Amount calculated is less than $0.005.

(d) This rate represents the portfolio turnover rate of the S&P 500 Index Master Portfolio.

(e) Portfolio turnover rate excluding in-kind transactions was 4%.

See Notes to Financial Statements.

7

STRONG INDEX 500 FUND

NOTES TO FINANCIAL STATEMENTS

December 31, 2003

1. Organization

The Strong Index 500 Fund (the “Fund”) (a series of Strong Equity Funds, Inc.) is a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended (“1940 Act”). The Fund invests all of its assets in the S&P 500 Index Master Portfolio (the “Master Portfolio”) of Master Investment Portfolio (“MIP”), an open-end management investment company registered under the 1940 Act, rather than in a portfolio of securities. The Master Portfolio has substantially the same investment objective as the Fund. Barclays Global Fund Advisors serves as Investment Advisor for the Master Portfolio. The financial statements of the Master Portfolio, including the schedule of investments in securities, are contained elsewhere in this report and should be read in conjunction with the Fund’s financial statements.

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 — The value of the Fund’s investment in the Master Portfolio reflects the Fund’s interest of 5.18% in the net assets of the Master Portfolio at December 31, 2003. Valuation of securities held by the Master Portfolio is discussed in Note 1 of the Master Portfolio’s Notes to Financial Statements, which are included elsewhere in this report.

(B) Federal Income and Excise Taxes and Distributions to Shareholders — The Fund intends to comply with the requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders in a manner which results in no tax cost to the Fund. Therefore, no federal income or excise tax provision is recorded.

Undistributed income or net realized gains for financial statement purposes may differ from what is determined for federal income tax purposes due to differences in the timing, recognition and characterization of income, expense and capital gain items for financial statement and tax purposes. Where appropriate, reclassifications between net asset accounts are made for such differences that are permanent in nature. The Fund may utilize earnings and profits distributed to shareholders on redemption of shares as part of the dividends paid deduction.

The Fund generally pays dividends from net investment income and distributes net realized capital gains, if any, at least annually.

(C) Accounting for Investments — The Fund earns income daily, net of Master Portfolio expenses, based on its investment in the Master Portfolio. All of the net investment income and realized and unrealized gain or loss of the Master Portfolio is allocated pro rata, based on respective ownership interests, among the Fund and the other investors in the Master Portfolio at the time of such determination.

(D) Expenses — The Fund and other affiliated Strong Funds contract for certain services on a collective basis. The majority of the expenses are directly identifiable to an individual Fund. Expenses that are not readily identifiable to a specific Fund will be allocated in such a manner as deemed equitable, taking into consideration, among other things, the nature and type of expense and the relative sizes of the Strong Funds. Expenses incurred by the Master Portfolio are allocated pro rata to the Fund and are included in Net Investment Income allocated from the Master Portfolio.

(E) Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts in these financial statements. Actual results could differ from those estimates.

(F) Earnings Credit Arrangements — Credits are earned on positive cash balances maintained in custodian accounts. These credits serve to reduce the custodian’s fees incurred by the Fund and are included in Expense Offsets reported in the Fund’s Statement of Operations and in Note 4.

3. Related Party Transactions

Strong Investor Services, Inc. (the “Administrator”) provides administrative, shareholder recordkeeping and related services to the Fund. Certain officers and, until December 2, 2003, certain directors of the Fund are or were affiliated with the Administrator. Administrative fees, which are established by the terms of the administrative agreement, are based on an annualized rate of .25% of the average daily net assets of the Fund.

The Fund’s Administrator may voluntarily waive and/or absorb certain expenses at its discretion. The Administrator has contractually agreed to waive its fees and/or absorb expenses for the Index 500 Fund until May 1, 2004, to keep Total Annual Operating Expenses at no more than .45%. Transfer agent and related service fees are paid at a rate of $27.00 for each open shareholder account and $4.20 for each closed shareholder account. The Administrator also allocates to the Fund certain

8

charges or credits resulting from transfer agency banking activities based on the Fund’s level of subscription and redemption activity. Transfer Agency Banking Charges allocated to the Fund by the Administrator, if any, are included in Other Expenses in the Fund’s Statement of Operations. Transfer Agency Banking Credits allocated by the Administrator, if any, serve to reduce the transfer agent expenses incurred by the Fund and are included in Expense Offsets reported in the Fund’s Statement of Operations. The Administrator is also compensated for certain other out-of-pocket expenses related to transfer agent services.

The amount payable to the Administrator at December 31, 2003, shareholder servicing and transfer agency banking charges paid to the Administrator, and unaffiliated directors’ fees for the year ended December 31, 2003 were $68,444, $702,795 and $3,976, respectively.

4 Expense Offsets

Expense offsets during the year ended December 31, 2003 included expense waivers and absorptions, and earnings credits of $687,117 and $14, respectively.

5. Income Tax Information

At December 31, 2003, distributable ordinary income and distributable long-term capital gains were $1,884,875 and $0, respectively. The tax components of dividends paid during the years ended December 31, 2003 and 2002, capital loss carryovers (expiring in 2011) as of December 31, 2003, and tax basis post-October losses as of December 31, 2003, which are not recognized for tax purposes until the first day of the following fiscal year, are:

	2003 Income Tax Information								2002 Income Tax Information
	Ordinary Income Distributions		Long-Term Capital Gains Distributions		Net Capital Loss Carryovers		Post- October Losses		Ordinary Income Distributions		Long-Term Capital Gains Distributions
Strong Index 500 Fund	$	2,232,578	$	—	$	16,375,929	$	—	$	1,777,624	$	—

For corporate shareholders in the Fund, the percentage of dividend income distributed for the year ended December 31, 2003 which is designated as qualifying for the dividends-received deduction, is 100.0% (unaudited).

For shareholders in the Fund, the percentage of dividend income distributed for the year ended December 31, 2003, which is designated as qualified dividend income under the Jobs and Growth Tax Relief Act of 2003, is 24.0% (unaudited).

6 Legal Proceedings

The United States Securities and Exchange Commission (“SEC”), the New York Attorney General (“NYAG”), the Wisconsin Attorney General (“WAG”), and the Wisconsin Department of Financial Institutions (“WDFI”) are investigating active trading of the Strong Funds by employees of Strong Capital Management, Inc. (“Strong”), including Richard S. Strong, former employee and Chairman of Strong. The Independent Directors of the Strong Funds are also investigating these matters, with the assistance of counsel and an independent consulting firm. Fund expenses related to the investigation are reimbursed by Strong. The Independent Directors intend to obtain appropriate redress if they determine that the Strong Funds were harmed. In addition, Strong has received a subpoena from the West Virginia Attorney General (“WVAG”) requesting documents, if any, related to market timing and late trading practices. Effective November 2, 2003, the Independent Directors accepted Mr. Strong’s resignation as Chairman of the Strong Funds’ Boards. Effective December 2, 2003, Mr. Strong resigned as Director of the Strong Funds’ Boards, as Chairman, Chief Investment Officer and Director of Strong, and as Chairman and Director of Strong Financial Corporation, and its affiliates.

Strong is aware of a complaint filed and simultaneously settled on September 3, 2003 (the “Complaint”), by NYAG on behalf of the State of New York, against Canary Capital Partners, LLC, et al. (collectively, “Canary”), which alleges that Canary engaged in certain improper trading practices characterized as “late-day trading” and “market timing” with various mutual funds. Strong and certain Strong Funds are referenced, although not named as parties in the Complaint, with respect to the market timing allegations. On September 5, 2003, the SEC began an inquiry based on matters related to, and set forth in, the Complaint. On September 24, 2003, the WDFI asked that certain information and documents be provided related to the matters referenced in the Complaint.

Strong is currently cooperating with the NYAG, the SEC, the WAG, the WDFI, and the WVAG with respect to their separate inquires into these matters. On September 26, 2003, Strong announced its commitment to make appropriate reimbursement if it is determined that the transactions set forth in the Complaint adversely affected investors in the Strong Funds referenced in the Complaint. On October 30, 2003, Mr. Strong announced that he has committed to personally compensate the Strong Funds for any financial losses they may have experienced as a result of his transactions.

9

STRONG INDEX 500 FUND

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2003

As of the date of this Report, Strong is aware of multiple shareholder class and derivative actions (“Actions”) filed since September 4, 2003, with respect to the factual matters referenced in the Complaint naming, among others, Strong, Strong Funds, Strong affiliates, and certain of their officers and directors as defendants. These Actions have been filed in the following federal and state courts: U.S. District Court for the Southern District of New York; U.S. District Court, District of New Jersey; U.S. District Court, Eastern District of Wisconsin, Milwaukee Division; U.S. District Court, Western District of Wisconsin; Superior Court of New Jersey Law Division of Hudson; State of Wisconsin Circuit Court, Milwaukee County; State of Wisconsin Circuit Court, Waukesha County; Supreme Court of the State of New York; Superior Court of the State of California, County of Los Angeles; and U.S. District Court, District of Connecticut. The Actions generally allege, among other things, that the defendants violated their fiduciary duty to fund shareholders and certain retirement plan participants, and made false and misleading statements in the funds’ prospectuses in violation of federal and state securities laws. The Actions generally seek one or more of the following: compensatory damages, punitive damages, special damages, exemplary damages, rescission, restitution, payment of plaintiffs’ attorneys’ fees and experts’ fees, and/or replacement of the Board of Directors of the Strong Funds. Additional lawsuits may be filed in the same or other venues presenting allegations and demands for relief. Strong expects that any such lawsuits would contain allegations including the matters discussed here and that the demands for relief would not materially differ from those described above. Based on available information, Strong and the Strong Funds do not currently believe that any of the pending Actions or the regulatory inquires will have a material impact on any of the Strong Funds.

10

STRONG INDEX 500 FUND

REPORT OF INDEPENDENT AUDITORS

To the Shareholders and Board of Directors

of Strong Equity Funds, Inc.:

In our opinion, the accompanying statement of assets and liabilities, and the related statement of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the Strong Index 500 Fund, a series of Strong Equity Funds, Inc. (the “Fund”), at December 31, 2003, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for each of the three years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

The financial highlights of the Fund for each of the periods ended February 28, 1999 through December 31, 2000, were audited by other auditors, whose report dated February 9, 2001 expressed an unqualified opinion on those highlights.

PricewaterhouseCoopers LLP

San Francisco, California

February 11, 2004

11

MASTER INVESTMENT PORTFOLIO - S&P 500 INDEX MASTER PORTFOLIO

SCHEDULE OF INVESTMENTS December 31, 2003

Security Name	Shares	Value
Common Stocks 98.63%
Advertising 0.22%
Inter public Group of Companies Inc.(1)	144,347	$	2,251,813
Omnicom Group Inc.	66,159		5,777,665
			8,029,478
Aerospace/Defense 1.53%
Boeing Co. (The)	292,914		12,343,396
General Dynamics Corp.	68,846		6,222,990
Goodrich (B.F.) Co.	40,960		1,216,102
Lockheed Martin Corp.	156,994		8,069,492
Northrop Grumman Corp.	63,766		6,096,030
Raytheon Co.	144,913		4,353,187
Rockwell Collins Inc.	61,645		1,851,199
United Technologies Corp.	163,839		15,527,022
			55,679,418
Airlines 0.14%
Delta Air Lines Inc.	43,017		508,031
Southwest Airlines Co.	274,067		4,423,441
			4,931,472
Apparel 0.32%
Jones Apparel Group Inc.	43,978		1,549,345
Liz Claiborne Inc.	38,006		1,347,693
Nike Inc. Class B	91,375		6,255,532
Reebok International Ltd.	20,496		805,903
VF Corp.	37,633		1,627,251
			11,585,724
Auto Manufacturers 0.69%
Ford Motor Company	637,519		10,200,304
General Motors Corp.	195,252		10,426,457
Navistar International Corp.(1)	23,926		1,145,816
PACCAR Inc.	40,623		3,457,830
			25,230,407
Auto Parts & Equipment 0.12%
Cooper Tire & Rubber Co.	25,727		550,043
Dana Corp.	51,766		949,906
Delphi Corp.	195,123		1,992,206
Goodyear Tire & Rubber Co. (The)(1)	61,096		480,215
Visteon Corp.	45,557		474,248
			4,446,618
Banks 7.36%
AmSouth Bancorp	122,251		2,995,149
Bank of America Corp.	517,339		41,609,576
Bank of New York Co. Inc. (The)	269,339		8,920,508
Bank One Corp.	389,252		17,745,999
BB&T Corp.	190,312		7,353,656
Charter One Financial Inc.	77,526		2,678,523
Comerica Inc.	61,063		3,423,192
Fifth Third Bancorp	198,129		11,709,424
First Tennessee National Corp.	43,692		1,926,817
FleetBoston Financial Corp.	367,175		16,027,189
Golden West Financial Corp.	52,902		5,458,957
Huntington Bancshares Inc.	79,691		1,793,048
KeyCorp	145,951		4,279,283
Marshall & Ilsley Corp.	78,834		3,015,400
Mellon Financial Corp.	149,790		4,809,757
National City Corp.	211,676		7,184,283
North Fork Bancorp Inc.	52,802		2,136,897
Northern Trust Corp.	76,717		3,561,203
PNC Financial Services Group	96,545		5,283,908
Regions Financial Corp.	77,346		2,877,271
SouthTrust Corp.	115,543		3,781,722
State Street Corp.	116,362		6,060,133
SunTrust Banks Inc.	98,024		7,008,716
Synovus Financial Corp.	105,056		3,038,220
U.S. Bancorp	671,549		19,998,729
Union Planters Corp.	65,665		2,067,791
Wachovia Corp.	460,920		21,474,263
Washington Mutual Inc.	313,144		12,563,337
Wells Fargo & Company	589,134		34,694,101
Zions Bancorporation	31,293		1,919,200
			267,396,252
Beverages 2.60%
Anheuser-Busch Companies Inc.	283,694		14,945,000
Brown-Forman Corp. Class B	21,130		1,974,598
Coca-Cola Co. (The)	853,587		43,319,540
Coca-Cola Enterprises Inc.	158,375		3,463,661
Coors (Adolph) Company Class B	12,680		711,348
Pepsi Bottling Group Inc.	91,509		2,212,688
PepsiCo Inc.	597,753		27,867,245
			94,494,080
Biotechnology 1.09%
Amgen Inc.(1)	449,136		27,756,605
Biogen Idec Inc.(1)	114,072		4,195,568
Chiron Corp.(1)	65,354		3,724,524
Genzyme Corp. - General Division(1)	78,036		3,850,296
			39,526,993
Building Materials 0.24%
American Standard Companies Inc.(1)	25,347		2,552,443
Masco Corp.	161,275		4,420,548
Vulcan Materials Co.	35,417		1,684,787
			8,657,778
Chemicals 1.51%
Air Products & Chemicals Inc.	79,124		4,180,121
Ashland Inc.	23,894		1,052,770
Dow Chemical Co. (The)	320,509		13,323,559
Du Pont (E.I.) de Nemours and Co.	347,056		15,926,400
Eastman Chemical Co.	26,947		1,065,215
Engelhard Corp.	43,671		1,307,946
Great Lakes Chemical Corp.	17,630		479,360
Hercules Inc.(1)	38,647		471,493
Monsanto Co.	91,236		2,625,772
PPG Industries Inc.	59,171		3,788,127
Praxair Inc.	113,213		4,324,737
Rohm & Haas Co.	77,536		3,311,563
Sherwin-Williams Co. (The)	50,748		1,762,986
Sigma-Aldrich Corp.	24,148		1,380,783
			55,000,832
Commercial Services 1.04%
Apollo Group Inc. Class A(1)	61,402		4,175,336
Block (H & R) Inc.	62,080		3,437,370
Cendant Corp.(1)	352,769		7,856,166
Concord EFS Inc.(1)	161,974		2,403,694
Convergys Corp.(1)	49,786		869,264
Deluxe Corp.	17,607		727,697
Donnelley (R.R.) & Sons Co.	39,573		1,193,126
Ecolab Inc.	89,723		2,455,719
Equifax Inc.	48,438		1,186,731
McKesson Corp.	101,456		3,262,825
Monster Worldwide Inc.(1)	39,279		862,567
Moody’s Corp.	51,804		3,136,732
Paychex Inc.	131,271		4,883,281
Robert Half International Inc.(1)	59,632		1,391,811
			37,842,319
Computers 5.84%
Apple Computer Inc.(1)	126,201		2,696,915
Cisco Systems Inc.(1)	2,403,655		58,384,780
Computer Sciences Corp.(1)	65,229		2,885,079
Dell Inc.(1)	891,513		30,275,781
Electronic Data Systems Corp.	167,269		4,104,781
EMC Corp.(1)	836,730		10,810,552

12

SCHEDULE OF INVESTMENTS (continued) December 31, 2003

Security Name	Shares	Value
Gateway Inc.(1)	113,029	$	519,933
Hewlett-Packard Co.	1,061,681		24,386,813
International Business Machines Corp.	599,029		55,518,008
Lexmark International Inc.(1)	44,730		3,517,567
NCR Corp.(1)	32,929		1,277,645
Network Appliance Inc.(1)	120,118		2,466,023
Sun Microsystems Inc.(1)	1,137,356		5,106,728
SunGard Data Systems Inc.(1)	100,018		2,771,499
Unisys Corp.(1)	115,070		1,708,789
Veritas Software Corp.(1)	148,867		5,531,898
			211,962,791
Cosmetics/Personal Care 2.36%
Alberto-Culver Co. Class B	20,469		1,291,185
Avon Products Inc.	82,344		5,557,397
Colgate-Palmolive Co.	187,065		9,362,603
Gillette Co. (The)	352,275		12,939,061
International Flavors & Fragrances Inc.	32,601		1,138,427
Kimberly-Clark Corp.	175,651		10,379,218
Procter & Gamble Co.	451,498		45,095,620
			85,763,511
Distribution/Wholesale 0.26%
Costco Wholesale Corp.(1)	159,374		5,925,525
Genuine Parts Co.	60,583		2,011,356
Grainger (W.W.) Inc.	31,766		1,505,391
			9,442,272
Diversified Financial Services 9.49%
American Express Co.	447,858		21,600,191
American International Group Inc.	908,053		60,185,753
Bear Stearns Companies Inc. (The)	34,133		2,728,933
Capital One Financial Corp.	80,398		4,927,593
Citigroup Inc.	1,796,169		87,186,043
Countrywide Financial Corp.	64,104		4,862,313
Fannie Mae	338,325		25,394,674
Federated Investors Inc. Class B	37,823		1,110,483
Franklin Resources Inc.	87,383		4,549,159
Freddie Mac	242,240		14,127,437
Goldman Sachs Group Inc. (The)	164,857		16,276,332
Janus Capital Group Inc.	83,822		1,375,519
JP Morgan Chase & Co.	710,383		26,092,368
Lehman Brothers Holdings Inc.	94,546		7,300,842
MBNA Corp.	444,881		11,055,293
Merrill Lynch & Co. Inc.	329,134		19,303,709
Morgan Stanley	377,105		21,823,066
Providian Financial Corp.(1)	101,084		1,176,618
Schwab (Charles) Corp. (The)	472,315		5,592,210
SLM Corp.	156,980		5,915,006
T. Rowe Price Group Inc.	43,349		2,055,176
			344,638,718
Electric 2.47%
AES Corp. (The)(1)	216,771		2,046,318
Allegheny Energy Inc.(1)	44,243		564,541
Ameren Corp.	56,538		2,600,748
American Electric Power Co. Inc.	137,547		4,196,559
Calpine Corp.(1)	143,767		691,519
CenterPoint Energy Inc.	106,608		1,033,032
Cinergy Corp.	61,992		2,405,910
CMS Energy Corp.(1)	56,061		477,640
Consolidated Edison Inc.	78,493		3,375,984
Constellation Energy Group Inc.	58,250		2,281,070
Dominion Resources Inc.	112,951		7,209,662
DTE Energy Co.	58,608		2,309,155
Duke Energy Corp.	315,972		6,461,627
Edison International(1)	113,458		2,488,134
Entergy Corp.	79,661		4,551,033
Exelon Corp.	113,859		7,555,683
FirstEnergy Corp.	114,835		4,042,192
FPL Group Inc.	64,043		4,189,693
NiSource Inc.	91,403		2,005,382
PG&E Corp.(1)	144,400		4,009,988
Pinnacle West Capital Corp.	31,789		1,272,196
PPL Corp.	61,735		2,700,906
Progress Energy Inc.	85,321		3,861,628
Public Service Enterprise Group Inc.	81,872		3,585,994
Southern Company	254,930		7,711,632
TECO Energy Inc.	65,421		942,717
TXU Corp.	112,759		2,674,643
Xcel Energy Inc.	138,885		2,358,267
			89,603,853
Electrical Components & Equipment 0.12%
American Power Conversion Corp.	69,118		1,689,935
Molex Inc.	66,279		2,312,474
Power-One Inc.(1)	29,028		314,373
			4,316,782
Electronics 0.70%
Agilent Technologies Inc.(1)	165,553		4,840,770
Applera Corp. - Applied Biosystems Group	72,416		1,499,735
Jabil Circuit Inc.(1)	69,535		1,967,840
Johnson Controls Inc.	31,444		3,651,277
Millipore Corp.(1)	17,001		731,893
Parker Hannifin Corp.	41,291		2,456,814
PerkinElmer Inc.	44,189		754,306
Sanmina-SCI Corp.(1)	180,096		2,271,011
Solectron Corp.(1)	291,026		1,719,964
Symbol Technologies Inc.	80,300		1,356,267
Tektronix Inc.	29,426		929,862
Thermo Electron Corp.(1)	56,706		1,428,991
Thomas & Betts Corp.	20,372		466,315
Waters Corp.(1)	42,288		1,402,270
			25,477,315
Engineering & Construction 0.03%
Fluor Corp.	28,575		1,132,713
			1,132,713
Entertainment 0.12%
International Game Technology Inc.	120,538		4,303,207
			4,303,207
Environmental Control 0.21%
Allied Waste Industries Inc.(1)	111,468		1,547,176
Waste Management Inc.	202,816		6,003,354
			7,550,530
Food 1.78%
Albertson’s Inc.	127,740		2,893,311
Archer-Daniels-Midland Co.	225,181		3,427,255
Campbell Soup Co.	142,864		3,828,755
ConAgra Foods Inc.	186,937		4,933,267
General Mills Inc.	129,994		5,888,728
Heinz (H.J.) Co.	122,524		4,463,549
Hershey Foods Corp.	45,309		3,488,340
Kellogg Co.	142,117		5,411,815
Kroger Co.(1)	259,451		4,802,438
McCormick & Co. Inc.	48,325		1,454,582
Safeway Inc.(1)	154,019		3,374,556
Sara Lee Corp.	275,157		5,973,658
SUPERVALU Inc.	46,701		1,335,182
Sysco Corp.	225,338		8,389,334
Winn-Dixie Stores Inc.	49,350		491,032
Wrigley (William Jr.) Co.	78,251		4,398,489
			64,554,291

13

MASTER INVESTMENT PORTFOLIO - S&P 500 INDEX MASTER PORTFOLIO

SCHEDULE OF INVESTMENTS (continued) December 31, 2003

Security Name	Shares	Value
Forest Products & Paper 0.60%
Boise Cascade Corp.	30,097	$	988,987
Georgia-Pacific Corp.	88,496		2,714,172
International Paper Co.	167,284		7,211,613
Louisiana-Pacific Corp.(1)	36,888		659,557
MeadWestvaco Corp.	69,846		2,077,919
Plum Creek Timber Co. Inc.	63,705		1,939,817
Temple-Inland Inc.	18,901		1,184,526
Weyerhaeuser Co.	76,531		4,897,984
			21,674,575
Gas 0.15%
KeySpan Corp.	55,374		2,037,763
Nicor Inc.	15,342		522,242
Peoples Energy Corp.	12,821		538,995
Sempra Energy	78,760		2,367,526
			5,466,526
Hand/Machine Tools 0.35%
Black & Decker Corp.	27,061		1,334,649
Emerson Electric Co.	146,521		9,487,235
Snap-On Inc.	20,298		654,408
Stanley Works (The)	28,231		1,069,108
			12,545,400
Health Care 4.64%
Aetna Inc.	53,127		3,590,323
Anthem Inc.(1)	48,143		3,610,725
Bard (C.R.) Inc.	18,060		1,467,375
Bausch & Lomb Inc.	18,262		947,798
Baxter International Inc.	212,487		6,485,103
Becton, Dickinson & Co.	88,410		3,637,187
Biomet Inc.	89,011		3,240,891
Boston Scientific Corp.(1)	285,227		10,484,945
Express Scripts Inc.(1)	27,342		1,816,329
Guidant Corp.	108,280		6,518,456
HCA Inc.	172,535		7,412,104
Health Management Associates Inc. Class A	83,515		2,004,360
Humana Inc.(1)	56,076		1,281,337
Johnson & Johnson	1,033,457		53,388,389
Manor Care Inc.	31,027		1,072,603
Medco Health Solutions Inc.(1)	94,107		3,198,697
Medtronic Inc.	422,030		20,514,878
Quest Diagnostics Inc.(1)	36,199		2,646,509
St. Jude Medical Inc.(1)	60,067		3,685,110
Stryker Corp.	69,454		5,904,285
Tenet Healthcare Corp.(1)	161,853		2,597,741
UnitedHealth Group Inc.	204,266		11,884,196
WellPoint Health Networks Inc.(1)	52,900		5,130,771
Zimmer Holdings Inc.(1)	84,195		5,927,328
			168,447,440
Home Builders 0.15%
Centex Corp.	21,645		2,330,084
KB Home	16,144		1,170,763
Pulte Homes Inc.	21,602		2,022,379
			5,523,226
Home Furnishings 0.11%
Leggett & Platt Inc.	66,814		1,445,187
Maytag Corp.	27,362		762,032
Whirlpool Corp.	24,249		1,761,690
			3,968,909
Household Products/Wares 0.34%
American Greetings Corp. Class A(1)	23,157		506,444
Avery Dennison Corp.	38,470		2,155,089
Clorox Co.	73,484		3,568,383
Fortune Brands Inc.	50,785		3,630,620
Newell Rubbermaid Inc.	95,557		2,175,833
Tupperware Corp.	20,369		353,198
			12,389,567
Insurance 3.09%
ACE Ltd.	97,162		4,024,450
AFLAC Inc.	178,569		6,460,626
Allstate Corp. (The)	244,965		10,538,394
Ambac Financial Group Inc.	37,210		2,582,002
AON Corp.	109,183		2,613,841
Chubb Corp.	65,386		4,452,787
CIGNA Corp.	48,922		2,813,015
Cincinnati Financial Corp.	55,868		2,339,752
Hancock (John) Financial Services Inc.	100,743		3,777,862
Hartford Financial Services Group Inc.	98,497		5,814,278
Jefferson-Pilot Corp.	49,120		2,487,928
Lincoln National Corp.	61,980		2,502,133
Loews Corp.	64,577		3,193,333
Marsh & McLennan Companies Inc.	184,629		8,841,883
MBIA Inc.	50,189		2,972,694
MetLife Inc.	264,688		8,912,045
MGIC Investment Corp.	34,272		1,951,448
Principal Financial Group Inc.	112,443		3,718,490
Progressive Corp. (The)	75,211		6,286,887
Prudential Financial Inc.	188,202		7,861,198
SAFECO Corp.	48,254		1,878,528
St. Paul Companies Inc.	79,449		3,150,153
Torchmark Corp.	39,413		1,794,868
Travelers Property Casualty Corp. Class B	349,845		5,936,870
UNUMProvident Corp.	103,107		1,625,997
XL Capital Ltd. Class A	47,791		3,706,192
			112,237,654
Iron/Steel 0.09%
Allegheny Technologies Inc.	28,110		371,614
Nucor Corp.	27,266		1,526,896
United States Steel Corp.	35,970		1,259,669
			3,158,179
Leisure Time 0.44%
Brunswick Corp.	31,856		1,013,976
Carnival Corp.	219,318		8,713,504
Harley-Davidson Inc.	105,497		5,014,272
Sabre Holdings Corp.	49,969		1,078,831
			15,820,583
Lodging 0.29%
Harrah’s Entertainment Inc.	38,456		1,913,955
Hilton Hotels Corp.	132,077		2,262,479
Marriott International Inc. Class A	80,520		3,720,024
Starwood Hotels & Resorts Worldwide Inc.	70,409		2,532,612
			10,429,070
Machinery 0.70%
Caterpillar Inc.	120,900		10,037,118
Cummins Inc.	14,722		720,495
Deere & Co.	83,560		5,435,578
Dover Corp.	70,522		2,803,249
Ingersoll-Rand Co. Class A	60,398		4,099,816
Rockwell Automation Inc.	64,903		2,310,547
			25,406,803
Manufacturers 5.18%
Cooper Industries Ltd.	32,498		1,882,609
Crane Co.	20,701		636,349
Danaher Corp.	53,463		4,905,230
Eastman Kodak Co.	99,793		2,561,686
Eaton Corp.	26,459		2,857,043
General Electric Co.	3,496,069		108,308,218
Honeywell International Inc.	300,143		10,033,781

14

SCHEDULE OF INVESTMENTS (continued) December 31, 2003

Security Name	Shares	Value
Illinois Tool Works Inc.	107,280	$	9,001,865
ITT Industries Inc.	32,123		2,383,848
Pall Corp.	43,516		1,167,534
Textron Inc.	47,353		2,701,962
3M Co.	273,281		23,237,083
Tyco International Ltd.	696,041		18,445,087
			188,122,295
Media 3.79%
Clear Channel Communications Inc.	214,329		10,037,027
Comcast Corp. Class A(1)	783,731		25,761,238
Dow Jones & Co. Inc.	28,394		1,415,441
Gannett Co. Inc.	94,376		8,414,564
Knight Ridder Inc.	27,823		2,152,666
McGraw-Hill Companies Inc. (The)	66,708		4,664,223
Meredith Corp.	17,474		852,906
New York Times Co. Class A	51,870		2,478,867
Time Warner Inc.(1)	1,574,386		28,323,204
Tribune Co.	108,727		5,610,313
Univision Communications Inc. Class A(1)	112,282		4,456,473
Viacom Inc. Class B	609,068		27,030,438
Walt Disney Co. (The)	712,151		16,614,483
			137,811,843
Metal Fabricate/Hardware 0.01%
Worthington Industries Inc.	29,999		540,882
			540,882
Mining 0.66%
Alcoa Inc.	301,295		11,449,210
Freeport-McMoRan Copper & Gold Inc.	63,544		2,677,109
Newmont Mining Corp.	150,446		7,313,180
Phelps Dodge Corp.(1)	31,113		2,367,388
			23,806,887
Office/Business Equipment 0.20%
Pitney Bowes Inc.	81,326		3,303,462
Xerox Corp.(1)	275,740		3,805,212
			7,108,674
Oil & Gas Producers 5.19%
Amerada Hess Corp.	31,300		1,664,221
Anadarko Petroleum Corp.	87,352		4,455,826
Apache Corp.	56,423		4,575,905
Burlington Resources Inc.	69,169		3,830,579
ChevronTexaco Corp.	372,192		32,153,667
ConocoPhillips	237,031		15,542,123
Devon Energy Corp.	80,967		4,636,170
EOG Resources Inc.	40,078		1,850,401
Exxon Mobil Corp.	2,301,444		94,359,204
Kerr-McGee Corp.	35,121		1,632,775
Kinder Morgan Inc.	42,913		2,536,158
Marathon Oil Corp.	108,019		3,574,349
Nabors Industries Ltd.(1)	51,048		2,118,492
Noble Corp.(1)	46,587		1,666,883
Occidental Petroleum Corp.	134,087		5,663,835
Rowan Companies Inc.(1)	32,766		759,188
Sunoco Inc.	26,902		1,376,037
Transocean Inc.(1)	111,396		2,674,618
Unocal Corp.	90,154		3,320,372
			188,390,803
Oil & Gas Services 0.57%
Baker Hughes Inc.	116,586		3,749,406
BJ Services Co.(1)	55,122		1,978,880
Halliburton Co.	152,540		3,966,040
Schlumberger Ltd.	203,837		11,153,961
			20,848,287
Packaging & Containers 0.14%
Ball Corp.	19,617		1,168,585
Bemis Co.	18,502		925,100
Pactiv Corp.(1)	54,735		1,308,167
Sealed Air Corp.(1)	29,594		1,602,219
			5,004,071
Pharmaceuticals 7.12%
Abbott Laboratories	544,329		25,365,731
Allergan Inc.	45,413		3,488,173
AmerisourceBergen Corp.	38,967		2,187,997
Bristol-Myers Squibb Co.	675,219		19,311,263
Cardinal Health Inc.	150,749		9,219,809
Forest Laboratories Inc.(1)	127,302		7,867,264
King Pharmaceuticals Inc.(1)	83,986		1,281,626
Lilly (Eli) & Co.	390,974		27,497,201
MedImmune Inc.(1)	86,202		2,189,531
Merck & Co. Inc.	774,719		35,792,018
Pfizer Inc.	2,657,194		93,878,664
Schering-Plough Corp.	511,651		8,897,611
Watson Pharmaceuticals Inc.(1)	37,595		1,729,370
Wyeth	463,707		19,684,362
			258,390,620
Pipelines 0.11%
Dynegy Inc. Class A(1)	131,351		562,182
El Paso Corp.	211,726		1,734,036
Williams Companies Inc.	180,459		1,772,107
			4,068,325
Real Estate Investment Trusts 0.36%
Apartment Investment & Management Co. Class A	32,812		1,132,014
Equity Office Properties Trust	139,203		3,988,166
Equity Residential	95,900		2,830,009
ProLogis	62,649		2,010,406
Simon Property Group Inc.	66,617		3,087,032
			13,047,627
Retail 7.05%
AutoNation Inc.(1)	95,758		1,759,074
AutoZone Inc.(1)	30,909		2,633,756
Bed Bath & Beyond Inc.(1)	103,110		4,469,819
Best Buy Co. Inc.	112,676		5,886,194
Big Lots Inc.(1)	40,725		578,702
Circuit City Stores Inc.	72,965		739,135
CVS Corp.	137,521		4,967,259
Darden Restaurants Inc.	57,420		1,208,117
Dillards Inc. Class A	28,979		476,994
Dollar General Corp.	117,326		2,462,673
eBay Inc.(1)	224,917		14,527,389
Family Dollar Stores Inc.	60,044		2,154,379
Federated Department Stores Inc.	62,956		2,967,116
Gap Inc. (The)	311,901		7,239,222
Home Depot Inc.	792,206		28,115,391
Kohls Corp.(1)	118,380		5,319,997
Limited Brands Inc.	179,923		3,244,012
Lowe’s Companies Inc.	273,791		15,165,283
May Department Stores Co. (The)	100,492		2,921,302
McDonald’s Corp.	441,918		10,972,824
Nordstrom Inc.	47,843		1,641,015
Office Depot Inc.(1)	109,010		1,821,557
Penney (J.C.) Co. Inc. (Holding Co.)	95,049		2,497,888
RadioShack Corp.	57,152		1,753,423
Sears, Roebuck and Co.	88,385		4,020,634
Staples Inc.(1)	172,390		4,706,247
Starbucks Corp.(1)	136,181		4,502,144
Target Corp.	317,349		12,186,202
Tiffany & Co.	51,049		2,307,415

15

MASTER INVESTMENT PORTFOLIO - S&P 500 INDEX MASTER PORTFOLIO

SCHEDULE OF INVESTMENTS (continued) December 31, 2003

Security Name	Shares	Value
TJX Companies Inc.	175,249	$	3,864,240
Toys R Us Inc.(1)	74,359		939,898
Walgreen Co.	356,969		12,986,532
Wal-Mart Stores Inc.	1,506,876		79,939,772
Wendy’s International Inc.	39,679		1,557,004
Yum! Brands Inc.(1)	102,410		3,522,904
			256,055,513
Semiconductors 4.20%
Advanced Micro Devices Inc.(1)	121,350		1,808,115
Altera Corp.(1)	131,891		2,993,926
Analog Devices Inc.	127,884		5,837,905
Applied Materials Inc.(1)	579,066		13,000,032
Applied Micro Circuits Corp.(1)	106,951		639,567
Broadcom Corp. Class A(1)	105,431		3,594,143
Intel Corp.	2,274,335		73,233,587
KLA-Tencor Corp.(1)	67,790		3,977,239
Linear Technology Corp.	108,767		4,575,828
LSI Logic Corp.(1)	132,023		1,171,044
Maxim Integrated Products Inc.	114,406		5,697,419
Micron Technology Inc.(1)	212,634		2,864,180
National Semiconductor Corp.(1)	64,539		2,543,482
Novellus Systems Inc.(1)	53,033		2,230,038
NVIDIA Corp.(1)	56,450		1,312,463
PMC-Sierra Inc.(1)	60,137		1,211,761
QLogic Corp.(1)	32,897		1,697,485
Teradyne Inc.(1)	66,607		1,695,148
Texas Instruments Inc.	602,590		17,704,094
Xilinx Inc.(1)	119,188		4,617,343
			152,404,799
Software 5.38%
Adobe Systems Inc.	81,471		3,201,810
Autodesk Inc.	38,844		954,786
Automatic Data Processing Inc.	206,983		8,198,597
BMC Software Inc.(1)	78,797		1,469,564
Citrix Systems Inc.(1)	57,129		1,211,706
Computer Associates International Inc.	201,642		5,512,892
Compuware Corp.(1)	133,789		808,086
Electronic Arts Inc.(1)	103,707		4,955,120
First Data Corp.	253,770		10,427,409
Fiserv Inc.(1)	67,492		2,666,609
IMS Health Inc.	83,371		2,072,603
Intuit Inc.(1)	69,119		3,657,086
Mercury Interactive Corp.(1)	31,341		1,524,426
Microsoft Corp.	3,764,730		103,680,664
Novell Inc.(1)	129,985		1,367,442
Oracle Corp.(1)	1,819,867		24,022,244
Parametric Technology Corp.(1)	92,796		365,616
PeopleSoft Inc.(1)	130,532		2,976,130
Siebel Systems Inc.(1)	172,633		2,394,420
Symantec Corp.(1)	107,253		3,716,316
Yahoo! Inc.(1)	228,866		10,337,877
			195,521,403
Telecommunication Equipment 1.12%
ADC Telecommunications Inc.(1)	280,370		832,697
Andrew Corp.(1)	53,498		615,762
Avaya Inc.(1)	145,114		1,877,775
CIENA Corp.(1)	165,027		1,095,779
Comverse Technology Inc.(1)	67,119		1,180,623
JDS Uniphase Corp.(1)	499,722		1,823,985
Lucent Technologies Inc.(1)	1,460,012		4,146,434
Motorola Inc.	810,468		11,403,285
QUALCOMM Inc.	278,566		15,023,064
Scientific-Atlanta Inc.	52,858		1,443,023
Tellabs Inc.(1)	145,230		1,224,289
			40,666,716
Telecommunications 1.73%
AT&T Wireless Services Inc.(1)	945,189		7,552,060
Citizens Communications Co.(1)	99,064		1,230,375
Corning Inc.(1)	463,033		4,829,434
Nextel Communications Inc. Class A(1)	382,852		10,742,827
Qwest Communications International Inc.(1)	615,599		2,659,388
Sprint Corp. (PCS Group)(1)	360,472		2,025,853
Verizon Communications Inc.	961,521		33,730,157
			62,770,094
Telephone 1.81%
Alltel Corp.	108,665		5,061,616
AT&T Corp.	275,004		5,582,581
BellSouth Corp.	643,475		18,210,343
CenturyTel Inc.	50,221		1,638,209
SBC Communications Inc.	1,152,740		30,051,932
Sprint Corp. (FON Group)	314,764		5,168,425
			65,713,106
Textiles 0.08%
Cintas Corp.	59,468		2,981,131
			2,981,131
Tobacco 1.16%
Altria Group Inc.	707,218		38,486,804
R.J. Reynolds Tobacco Holdings Inc.	29,472		1,713,797
UST Inc.	57,737		2,060,634
			42,261,235
Toys/Games/Hobbies 0.12%
Hasbro Inc.	60,769		1,293,164
Mattel Inc.	149,697		2,884,661
			4,177,825
Transportation 1.44%
Burlington Northern Santa Fe Corp.	129,264		4,181,690
CSX Corp.	74,528		2,678,536
FedEx Corp.	103,864		7,010,820
Norfolk Southern Corp.	135,952		3,215,265
Union Pacific Corp.	88,846		6,173,020
United Parcel Service Inc. Class B	391,449		29,182,523
			52,441,854
Trucking & Leasing 0.02%
Ryder System Inc.	22,321		762,262
			762,262
Total Common Stocks (Cost: $3,301,259,237)			3,581,531,538

Security Name	Shares or Principal		Value
Short Term Instruments 8.35%
Money Market Funds 4.73%
Barclays Global Investors Funds Institutional Money Market Fund, Institutional Shares(2)(4)		130,825,620	130,825,620
Barclays Global Investors Funds Prime Money Market Fund, Institutional Shares(2)(4)		32,815,719	32,815,719
BlackRock Temp Cash Money Market Fund(2)		1,176,608	1,176,608
Short Term Investment Co. - Liquid Assets Money Market Portfolio(2)		7,090,158	7,090,158
			171,908,105
Floating Rate Notes 1.60%
Beta Finance Inc.
1.11%,05/20/04(2)(3)	$	1,491,624	1,491,539
1.12%,09/15/04(2)(3)		2,983,247	2,983,038
1.13%,10/12/04(2)(3)		1,491,624	1,491,509
1.20%,08/23/04(2)(3)		1,491,624	1,492,443

16

SCHEDULE OF INVESTMENTS (continued) December 31, 2003

Security Name	Principal		Value
CC USA Inc.
1.06%, 05/24/04(2)(3)	$	2,983,247	$	2,983,131
1.11%, 04/19/04(2)(3)		1,312,629		1,312,610
1.16%, 07/15/04(2)(3)		1,491,624		1,491,911
Dorada Finance Inc.
1.11%, 05/20/04(2)(3)		2,983,247		2,983,077
1.24%, 08/09/04(2)		745,812		745,744
Five Finance Inc.
1.13%, 04/15/04(2)(3)		1,491,624		1,491,624
HBOS Treasury Services PLC
1.16%, 01/24/05(2)		2,983,247		2,983,247
Holmes Financing PLC
1.12%, 04/15/04(2)		596,649		596,649
K2 USA LLC
1.10%, 09/27/04(2)(3)		3,221,907		3,221,553
1.12%, 08/16/04(2)(3)		745,812		745,743
1.13%, 05/17/04(2)		1,491,624		1,491,596
1.14%, 04/13/04(2)		1,491,624		1,491,603
Links Finance LLC
1.10%, 06/28/04(2)		1,491,624		1,491,479
1.10%, 07/20/04(2)		1,193,299		1,193,168
1.11%, 03/29/04(2)		1,491,624		1,491,624
1.14%, 05/04/04(2)		1,491,624		1,491,599
Nationwide Building Society
1.14%, 07/23/04(2)(3)		2,237,435		2,237,435
1.17%, 12/28/04(2)(3)		2,983,247		2,983,247
Permanent Financing PLC
1.13%, 12/10/04(2)		1,491,624		1,491,624
Sigma Finance Inc.
1.09%, 10/07/04(2)		2,983,247		2,982,792
1.10%, 07/20/04(2)		1,491,624		1,491,460
1.13%, 07/01/04(2)		1,491,624		1,491,439
1.24%, 08/06/04(2)		745,812		745,767
Tango Finance Corp.
1.09%, 07/15/04(2)(3)		894,974		894,816
1.10%, 07/06/04(2)(3)		894,974		894,928
WhistleJacket Capital LLC
1.12%, 09/15/04(2)(3)		1,491,624		1,491,414
White Pine Finance LLC
1.10%, 08/26/04(2)(3)		1,491,624		1,491,475
1.12%, 04/20/04(2)(3)		1,491,624		1,491,624
1.12%, 11/15/04(2)(3)		1,789,948		1,789,948
1.13%, 07/06/04(2)(3)		1,789,948		1,789,861
				57,932,717
Time Deposits 0.60%
Abbey National Treasury Services PLC
1.40%, 10/25/04(2)		2,983,247		2,982,883
Bank of New York
1.39%, 11/01/04(2)		2,983,247		2,982,999
Bank of Nova Scotia
1.24%, 10/07/04(2)		2,237,435		2,237,264
1.42%, 10/29/04(2)		2,237,435		2,237,574
Canadian Imperial Bank of Commerce
1.24%, 10/07/04(2)		2,237,435		2,237,179
1.40%, 10/29/04(2)		2,983,247		2,983,186
SunTrust Bank
0.81%, 01/02/04(2)		3,729,059		3,729,060
Toronto-Dominion Bank
1.41%, 11/01/04(2)		2,237,435		2,237,249
				21,627,394
Repurchase Agreements 0.57%
Goldman, Sachs & Co.
1.02%, 01/02/04(2)	$	8,949,742		8,949,742
Merrill Lynch
0.98%, 01/02/04(2)		2,983,247		2,983,247
0.98%, 01/02/04(2)		2,983,247		2,983,247
1.00%, 01/02/04(2)		5,966,494		5,966,494
				20,882,730
Commercial Paper 0.57%
Alpine Securitization Corp.
1.09%, 01/07/04(2)		1,491,624		1,491,398
1.09%, 01/09/04(2)		1,491,624		1,491,307
1.10%, 01/20/04(2)		1,491,624		1,490,803
Amsterdam Funding Corp.
1.09%, 01/07/04(2)		1,491,624		1,491,398
1.09%, 01/20/04(2)		1,491,624		1,490,811
Barton Capital Corp.
1.09%, 01/13/04(2)		894,974		894,676
Edison Asset Securitization
1.09%, 01/23/04(2)		1,491,624		1,490,675
Falcon Asset Securitization
1.09%, 01/16/04(2)		2,983,247		2,981,983
Jupiter Securitization Corp.
1.09%, 01/14/04(2)		3,281,572		3,280,385
Preferred Receivables Funding Corp.
1.09%, 01/12/04(2)		2,684,923		2,684,111
Receivables Capital Corp.
1.02%, 01/06/04(2)		1,878,581		1,878,368
				20,665,915
U.S. Government Agency Notes 0.20%
Federal Home Loan Mortgage Corporation
1.15%, 05/12/04(2)		2,237,435		2,228,072
1.28%, 08/19/04(2)		1,193,299		1,183,540
Federal National Mortgage Association
1.28%, 08/20/04(2)		3,878,223		3,846,368
				7,257,980
U.S. Treasury Obligations 0.08%
U.S. Treasury Bill
0.89%(5), 03/25/04(6)		2,900,000		2,894,044
				2,894,044
Total Short Term Investments (Cost: $303,168,931)				303,168,885
Total Investments in Securities
(Cost $3,604,428,168) 106.98%				3,884,700,423
Other Assets, Less Liabilities (6.98)%				(253,307,826	)
Net Assets 100.00%			$	3,631,392,597

⁽¹⁾ Non-income earning securities.

⁽²⁾ All or a portion of this security represents investments of securities lending collateral.

⁽³⁾ Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers.

⁽⁴⁾ Issuer is an affiliate of the Master Portfolio’s investment advisor. See Note 2.

⁽⁵⁾ Yield to maturity.

⁽⁶⁾ This U.S. Treasury Bill is held in a segregated account in connection with the Master Portfolio’s holdings of index futures contracts. See Note 1.

The accompanying notes are an integral part of these financial statements.

17

S&P 500 INDEX MASTER PORTFOLIO

STATEMENT OF ASSETS AND LIABILITIES

December 31, 2003

Assets
Investments in securities, at value (including securities on loan(1)) (Cost: $3,604,428,168) (Note 1)	$	3,884,700,423
Receivables:
Dividends and interest		4,862,145
Due from broker – variation margin		127,888
Total Assets		3,889,690,456
Liabilities
Payables:
Collateral for securities loaned (Note 4)		257,408,856
Due to custodian		598,768
Advisory fees (Note 2)		290,235
Total Liabilities		258,297,859
Net Assets	$	3,631,392,597

⁽¹⁾ Securities on loan with market value of $249,879,960. See Note 4.

The accompanying notes are an integral part of these financial statements.

18

S&P 500 INDEX MASTER PORTFOLIO

STATEMENT OF OPERATIONS

For the Year Ended December 31, 2003

Net Investment Income
Dividends (Net of foreign withholding tax of $18,238)	$	50,028,738
Interest		1,179,840
Securities lending income		127,821
Total investment income		51,336,399
Expenses (Note 2)
Advisory fees		1,436,333
Total expenses		1,436,333
Net Investment Income		49,900,066
Realized and Unrealized Gain (Loss) on Investments
Net realized loss on sale of investments		(57,935,276	)
Net realized gain from in-kind redemptions		59,216,552
Net realized gain on futures contracts		14,788,212
Net change in unrealized appreciation (depreciation) of investments		682,477,422
Net change in unrealized appreciation (depreciation) of futures contracts		3,600,828
Net gain on investments		702,147,738
Net Increase in Net Assets Resulting from Operations	$	752,047,804

The accompanying notes are an integral part of these financial statements.

19

S&P 500 INDEX MASTER PORTFOLIO

STATEMENTS OF CHANGES IN NET ASSETS

	For the Year Ended December 31, 2003			For the Year Ended December 31, 2002
Increase (Decrease) in Net Assets
Operations:
Net investment income	$	49,900,066		$	40,577,166
Net realized gain (loss)		16,069,488			(255,819,289	)
Net change in unrealized appreciation (depreciation)		686,078,250			(457,092,164	)
Net increase (decrease) in net assets resulting from operations		752,047,804			(672,334,287	)
Interestholder transactions:
Contributions		1,247,904,502			1,124,925,648
Withdrawals		(708,478,794	)		(904,586,226	)
Net increase in net assets resulting from interestholder transactions		539,425,708			220,339,422
Increase (decrease) in net assets		1,291,473,512			(451,994,865	)
Net Assets:
Beginning of year		2,339,919,085			2,791,913,950
End of year	$	3,631,392,597		$	2,339,919,085

The accompanying notes are an integral part of these financial statements.

20

S&P 500 INDEX MASTER PORTFOLIO

NOTES TO THE FINANCIAL STATEMENTS

December 31, 2003

1. Significant Accounting Policies

Master Investment Portfolio (“MIP”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company organized as a Delaware statutory trust. As of December 31, 2003, MIP offered the following separate portfolios: Asset Allocation, Bond Index, Extended Index, International Index, LifePath Retirement (formerly LifePath Income), LifePath 2010, LifePath 2020, LifePath 2030, LifePath 2040, Money Market, Prime Money Market, Russell 2000 Index, S&P 500 Index and U.S. Equity Index Master Portfolios.

These financial statements relate only to the S&P 500 Index Master Portfolio (the “Master Portfolio”).

The following is a summary of significant accounting policies which are consistently followed by MIP in the preparation of its financial statements. Such policies are in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for investment companies. The preparation of financial statements in conformity with U.S. GAAP 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.

(A) Security Valuation — The securities of the Master Portfolio for which the primary market is a national securities or commodities exchange or a recognized foreign securities or commodities exchange are valued at the last reported sales price on the principal exchange on which such securities are traded, or in the absence of any sale on the valuation date, at the last quoted bid price. Beginning April 14, 2003, securities for which the primary market is the National Association of Securities Dealers Automated Quotations National Market System (“NASDAQ”) are valued at the NASDAQ Official Closing Price, or in the absence of any sale on the valuation date, at the last quoted bid price. U.S. Government securities and all other securities for which current over-the-counter market quotations are readily available are valued at the last quoted bid price. If quoted prices are unavailable or inaccurate, market values are determined based on quotes obtained from brokers, dealers and/or based on averages of prices obtained from independent pricing sources. Short-term investments are valued at amortized cost, which approximates market value. Mutual fund shares are valued at net asset value. Any securities or other assets for which market quotations are not readily available are valued in accordance with fair value pricing policies approved by MIP’s Board of Trustees.

(B) Security Transactions and Income Recognition — Security transactions are accounted for on trade date. Dividend income is recognized on the ex-dividend date, and interest income is accrued daily. Realized gains and losses on investment transactions are determined using the specific identification method. The Master Portfolio amortizes premium and accretes discount on debt securities purchased using a constant yield to maturity method.

(C) Federal Income Taxes — In general, MIP believes that the Master Portfolio has and will continue to be operated in a manner so as to qualify it as a non-publicly traded partnership for federal income tax purposes. Provided that the Master Portfolio so qualifies, it will not be subject to any federal income tax on its income and gain (if any). However, each interestholder in such a Master Portfolio will be taxed on its distributive share of the Master Portfolio’s taxable income in determining its federal income tax liability. As a non-publicly traded partnership for federal income tax purposes, the Master Portfolio will be deemed to have “passed through” to its interestholders any interest, dividends, gains or losses of the Master Portfolio for such purposes. The determination of its distributive share will be made in accordance with the Internal Revenue Code of 1986, as amended (the “Code”), and regulations promulgated thereunder.

It is intended that the Master Portfolio’s assets, income and distributions will be managed in such a way that an entity electing and qualifying as a “regulated investment company” under the Code can continue to qualify by investing substantially all of its assets through the Master Portfolio, provided that the regulated investment company meets other requirements for such qualifications not within the control of the Master Portfolio (e.g., distributing at least 90% of the regulated investment company’s “investment company taxable income” annually).

(D) Futures Contracts — The Master Portfolio may purchase futures contracts to gain exposure to market changes as this may be more efficient or cost effective than actually buying the securities. A futures contract is an agreement between two parties to buy and sell a security at a set price on a future date and is exchange traded. Upon entering into a futures contract, the Master Portfolio is required to pledge to the broker an amount of cash, U.S. Government securities or other high-quality debt and equity securities equal to the minimum “initial margin” requirements of the exchange. Pursuant to the contract, the Master Portfolio agrees to 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 by the Master Portfolio as receivables or payables in the accompanying Statement of Assets and Liabilities. When the contract is closed, the Master Portfolio records a “realized gain (loss) on futures contracts” in its Statement of Operations,

21

S&P 500 INDEX MASTER PORTFOLIO

NOTES TO THE FINANCIAL STATEMENTS (continued)

December 31, 2003

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. Pursuant to regulations and/or published positions of the Securities and Exchange Commission (“SEC”), the Master Portfolio is required to segregate cash, U.S. Government securities or high quality, liquid debt instruments and equities in connection with futures transactions. Risks of entering into futures contracts include the possibility that there may be an illiquid market and that a change in the value of the contracts may not correlate with changes in the value of the underlying securities.

As of December 31, 2003, the open futures contracts held by the Master Portfolio were as follows:

Number of Contracts	Futures Index	Expiration Date	Notional Contract Value		Net Unrealized Appreciation
179	S&P 500	03/18/04	$	49,699,350	$	1,202,533

The Master Portfolio has pledged to brokers a U.S. Treasury Bill with a face amount of $2,900,000 for initial margin requirements.

(E) Repurchase Agreements — The Master Portfolio may enter into repurchase agreements with banks and securities dealers. These transactions involve the purchase of securities with a simultaneous commitment to resell the securities to the bank or the dealer at an agreed-upon date and price. A repurchase agreement is accounted for as an investment by the Master Portfolio to the seller, collateralized by securities, which are delivered to the Master Portfolio’s custodian, or to an agent bank under a tri-party agreement. The securities are marked-to-market daily and additional securities are acquired as needed, to ensure that their value equals or exceeds the repurchase price plus accrued interest. The Master Portfolio did not enter into any repurchase agreements at December 31, 2003; however, cash collateral for securities on loan was invested in repurchase agreements at December 31, 2003. For further information, see Note 4, below.

2. Agreements and Other Transactions with Affiliates

Pursuant to an Investment Advisory Contract with the Master Portfolio, Barclays Global Fund Advisors (“BGFA”) provides investment guidance and policy direction in connection with the management of the Master Portfolio’s assets. BGFA is a California corporation indirectly owned by Barclays Bank PLC. BGFA is entitled to receive 0.05% of the average daily net assets of the Master Portfolio as compensation for advisory services.

Investors Bank & Trust Company (“IBT”) serves as the custodian and sub-administrator of the Master Portfolio. IBT will not be entitled to receive fees for its custodial services so long as it is entitled to receive a separate fee from Barclays Global Investors, N.A. (“BGI”) for its services as sub-administrator of the Master Portfolio.

Prior to February 24, 2003, IBT served as securities lending agent for MIP. Effective February 24, 2003, BGI began serving as securities lending agent for MIP. BGI is an affiliate of BGFA, the Master Portfolio’s investment advisor. The Board of Trustees has approved the selection of BGI as securities lending agent subject to the conditions of the exemptive order that was issued by the SEC. As securities lending agent, BGI receives as fees, a share of the income earned on investment of the cash collateral received for the loan of securities. For the period from February 24, 2003 through December 31, 2003, BGI earned $118,408 in securities lending agent fees.

SEI Investments Distribution Company (“SEI”) is the sponsor and placement agent for the Master Portfolio. SEI does not receive any fee from the Master Portfolio for acting as placement agent. Prior to April 1, 2003, Stephens Inc. served as sponsor and placement agent for the Master Portfolio.

MIP has entered into an administration services arrangement with BGI who has agreed to provide general administration services, such as managing and coordinating third-party service relationships, to the Master Portfolio. BGI is not entitled to compensation for providing administration services to the Master Portfolio for so long as BGI is entitled to compensation for providing administration services to corresponding feeder funds that invest substantially all of their assets in the Master Portfolio, or BGI (or an affiliate) receives advisory fees from the Master Portfolio. BGI may delegate certain of its administration duties to sub-administrators. Prior to April 1, 2003, BGI and Stephens Inc. jointly served as co-administrators for the Master Portfolio.

Barclays Global Investors Services (“BGIS”), a subsidiary of BGI, may serve as a broker-dealer for the Master Portfolio. For the year ended December 31, 2003, BGIS did not receive any brokerage commissions from the Master Portfolio.

Pursuant to an exemptive order issued by the SEC, the Master Portfolio may invest in the Institutional Shares of the Institutional Money Market Fund (“IMMF”) and Prime Money Market Fund (“PMMF”) of Barclays Global Investors Funds.

22

The IMMF and PMMF are feeder funds in a master/feeder fund structure that invest substantially all of their assets in the Money Market Master Portfolio and Prime Money Market Master Portfolio, respectively, which are managed by BGFA, the Master Portfolio’s investment advisor. The IMMF and PMMF are open-end money market funds available only to institutional investors, including other investment companies managed by BGFA. The IMMF and PMMF seek a high level of income consistent with liquidity and the preservation of capital. While the IMMF and PMMF do not directly charge an advisory fee, the Master Portfolios in which they invest do charge an advisory fee. Income distributions from the IMMF and PMMF are declared daily and paid monthly from net investment income. Income distributions earned by the Master Portfolio from temporary cash investments or from investment of securities lending collateral are recorded as either interest income or securities lending income, respectively, in the accompanying Statement of Operations.

Pursuant to Rule 17a-7 of the 1940 Act, the Master Portfolio executed cross trades for the year ended December 31, 2003. Cross trading is the buying or selling of portfolio securities between funds to which BGFA (or an affiliate) serves as investment advisor. The Board has concluded that all transactions executed during the year were in compliance with the requirements and restrictions set forth by Rule 17a-7.

Certain officers and trustees of MIP are also officers or employees of BGI. As of December 31, 2003, these officers or employees of BGI collectively owned less than 1% of MIP’s outstanding beneficial interests.

3. Investment Portfolio Transactions

Investment transactions (excluding short-term investments) for the Master Portfolio, for the year ended December 31, 2003, were as follows:

Purchases at cost	$	882,802,151
Sales proceeds		229,970,874

For the year ended December 31, 2003, the Master Portfolio received in-kind contributions of portfolio securities in the amount of $205,309,742 and paid in-kind redemption proceeds of portfolio securities in the amount of $117,327,790. In-kind purchases are transactions in which an interest holder in the Master Portfolio purchases interests in the Master Portfolio by contributing portfolio securities, rather than paying cash, to the Master Portfolio. In-kind redemptions are transactions in which an interest holder in the Master Portfolio redeems interests in the Master Portfolio and the Master Portfolio pays the proceeds of that redemption in the form of portfolio securities, rather than cash. Because capital gains or losses resulting from in-kind redemptions are not taxable to the Master Portfolio, and are not allocated to the other interest holders, the gains or losses are reclassified from accumulated net realized gains or losses to paid-in-capital at the end of the Master Portfolio’s tax year. The in-kind gains or losses for the year ended December 31, 2003 are disclosed in the Master Portfolio’s Statement of Operations.

At December 31, 2003, the cost of investments for federal income tax purposes for the Master Portfolio was $3,738,889,279. Net unrealized appreciation aggregated $145,811,144, of which $463,170,996 represented gross unrealized appreciation on securities and $317,359,852 represented gross unrealized depreciation on securities.

4 Portfolio Securities Loaned

The Master Portfolio may lend its investment securities to approved borrowers such as brokers, dealers, and other financial institutions. The borrower pledges and maintains with the Master Portfolio collateral consisting of cash, an irrevocable letter of credit issued by a bank, or securities issued or guaranteed by the U.S. Government. The initial collateral received is required to have a value of at least 102% of the market value of the loaned securities for securities denominated in U.S. dollars and a value of at least 105% for all other securities. The collateral is maintained thereafter, at a value equal to at least 100% of the current market value of the securities on loan. The risks to the Master Portfolio of securities lending are that the borrower may not provide additional collateral when required, or return the securities when due.

As of December 31, 2003, the Master Portfolio had loaned securities which were collateralized by cash. The cash collateral received was invested in a joint account with other funds managed by BGFA which invests in securities with remaining maturities of 397 days or less, repurchase agreements and money market mutual funds, including money market funds managed by BGFA. Repurchase agreements held in the joint account are fully collateralized by U.S. Government securities. Income from the joint account is allocated daily to the Master Portfolio, based on the Master Portfolio’s portion of the total cash collateral received. The market value of the securities on loan at December 31, 2003 and the value of the related collateral are disclosed in the Master Portfolio’s Statement of Assets and Liabilities. Securities lending income is presented net of broker rebates and fees paid to BGI.

23

S&P 500 INDEX MASTER PORTFOLIO

NOTES TO THE FINANCIAL STATEMENTS (continued)

December 31, 2003

5. Financial Highlights

Financial highlights for the Master Portfolio were as follows:

	Year Ended December 31, 2003		Year Ended December 31, 2002		Year Ended December 31, 2001		Year Ended December 31, 2000		Period Ended December 31, 19991		Year Ended February 28, 1999
Ratio of expenses to average net assets2	0.05	%	0.05	%	0.05	%	0.05	%	0.05	%	0.05	%
Ratio of net investment income to average net assets2	1.74	%	1.57	%	1.31	%	1.22	%	1.44	%	1.61	%
Portfolio turnover rate	8	%4	12	%	9	%	10	%	7	%	11	%
Total return	28.52	%	(22.05	)%	(11.96	)%	(9.19	)%	19.82	%3	19.65	%

¹ For the ten months ended December 31, 1999. The Master Portfolio changed its fiscal year-end from February 28 to December 31.

² Annualized for periods of less than one year.

³ Not annualized.

⁴ Portfolio turnover rate excluding in-kind transactions was 4%.

24

S&P 500 INDEX MASTER PORTFOLIO

REPORT OF INDEPENDENT AUDITORS

To the Interestholders and Board of Trustees of

Master Investment Portfolio:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets present fairly, in all material respects, the financial position of the S&P 500 Index Master Portfolio, a portfolio of Master Investment Portfolio (the “Portfolio”), at December 31, 2003, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the three years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Portfolio’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

The financial highlights of the Portfolio for each of the periods ended December 31, 1999 through December 31, 2000 were audited by other auditors, whose report dated February 9, 2001 expressed an unqualified opinion on those highlights.

PricewaterhouseCoopers LLP

San Francisco, California

February 9, 2004

25

S&P 500 INDEX MASTER PORTFOLIO

TRUSTEES INFORMATION (Unaudited)

The Board of Trustees has responsibility for the overall management and operations of the Master Portfolio. Each Trustee serves until he or she resigns, retires, or his or her successor is elected and qualified. Each Officer serves until his or her successor is chosen and qualified.

Master Investment Portfolio (“MIP”), Barclays Global Investors Funds (“BGIF”), iShares Trust and iShares, Inc. are considered to be members of the same fund complex, as defined in Form N-1A under the 1940 Act. Each Trustee of MIP also serves as a Trustee for BGIF and oversees 25 portfolios within the fund complex. In addition, Lee T. Kranefuss and Richard K. Lyons each serves as a Trustee for iShares Trust and as a Director for iShares, Inc. and oversees 109 portfolios within the fund complex.

Unless otherwise noted in the tables below, the address for each Trustee is 45 Fremont Street, San Francisco, CA 94105. Additional information about the Master Portfolio’s Trustees may be found in the Master Portfolio’s Statement of Additional Information, which is available without charge upon request by calling toll-free 1-877-244-1544.

Interested Trustees and Officers

Name, Address and Age	Position(s), Length of Service	Principal Occupations During Past 5 Years	Other Public Company  and Investment Company Directorships
Lee T. Kranefuss, *42	Trustee since November 16, 2001, President and Chief Executive Officer	Chief Executive Officer of the Intermediary Investor and Exchange Traded Products Business of Barclays Global Investors, N.A. (“BGI”)	Director, iShares Inc. (since June 18, 2003); Trustee, iShares Trust (since June 18, 2003).
Michael A. Latham, 39	Secretary, Treasurer and Chief Financial Officer	Director of Mutual Fund Delivery of the Intermediary Investor and Exchange Traded Products Business of BGI (since 2000); Head of Operations, BGI Europe (1997-2000); Manager of Portfolio Accounting Group (1994-1997)	None

* Lee T. Kranefuss is deemed to be an “interested person” of the Trust because he serves as Chief Executive Officer of the Individual Investor Business of BGI, the administrator of the Master Portfolio and the parent company of BGFA, the investment advisor of the Master Portfolio.

Independent Trustees

Name, Address and Age	Position(s), Length of Service	Principal Occupation During Past 5 Years	Other Public Company and Investment Company Directorships
Mary G. F. Bitterman, 58	Trustee since November 16, 2001	President and Chief Executive Officer of The James Irvine Foundation (non-profit foundation); President and Chief Executive Officer of KQED, Inc. (public television and radio) from 1993-2002.	Director, Bank of Hawaii.
Jack S. Euphrat, 80	Trustee since October 20, 1993	Private Investor	None
W. Rodney Hughes, 76	Trustee since October 20, 1993	Private Investor	None

26

TRUSTEES INFORMATION (Unaudited) (Continued)

Independent Trustees (continued)

Name, Address and Age	Position(s), Length of Service	Principal Occupation During Past 5 Years	Other Public Company and Investment Company Directorships
Richard K. Lyons, 42	Trustee since November 16, 2001	Professor, University of California, Berkley; Haas School of Business; Member, Council of Foreign Relations	Director, Mathews Asian Funds (oversees 6 portfolios); Director, iShares Inc. (since 2001); Trustee, iShares Trust (since 2001).
Leo Soong, 56	Trustee since February 9, 2000	President of Trinity Products LLC (beverages); Managing Director of CG Roxane LLC (water company); Co-Founder of Crystal Geyser Water Co. (President through 1999).	None

27

STRONG INDEX 500 FUND

DIRECTORS AND OFFICERS

Each officer and director holds the same position with the 27 registered open-end management investment companies consisting of 72 mutual funds (“Strong Funds”).

Willie D. Davis (DOB 7-24-34), Director of the Strong Funds since July 1994.

Mr. Davis has been President and Chief Executive Officer of All Pro Broadcasting, Inc., since 1977; Director of Wisconsin Energy Corporation (formerly WICOR, Inc., a utility company) since 1990, Metro Goldwyn Mayer, Inc. (an entertainment company), since 1998, Bassett Furniture Industries, Inc., since 1997, Checker’s Drive-In Restaurants, Inc. (formerly Rally’s Hamburgers, Inc.), since 1994, Johnson Controls, Inc. (an industrial company), since 1992, MGM Mirage (formerly MGM Grand, Inc., an entertainment/hotel company) since 1990, Dow Chemical Company since 1988, Sara Lee Corporation (a food/consumer products company) since 1983, Alliance Bank since 1980, Manpower, Inc. (a worldwide provider of staffing services), since 2001, and Kmart Corporation (a discount consumer products company) from 1985 to 2003; and Trustee of the University of Chicago since 1980 and Marquette University since 1988.

Gordon B. Greer (DOB 2-17-32), Director of the Strong Funds since March 2002.

Mr. Greer was Of Counsel for Bingham McCutchen LLP (a law firm previously known as Bingham Dana LLP) from 1997 to February 2002 and Partner of Bingham McCutchen LLP from 1967 to 1997. On behalf of Bingham McCutchen LLP, Mr. Greer provided representation to the disinterested directors of the Strong Funds from 1991 to February 2002. Bingham McCutchen LLP has provided representation to the Independent Directors of the Strong Funds since 1991.

Stanley Kritzik (DOB 1-9-30), Director of the Strong Funds since January 1995 and Chairman of the Audit Committee of the Strong Funds since July 2000.

Mr. Kritzik has been Partner of Metropolitan Associates (a real estate firm) since 1962; Director of Wisconsin Health Information Network since November 1997, Health Network Ventures, Inc., from 1992 to April 2000, Aurora Health Care from September 1987 to September 2002; and Member of the Board of Governors of Snowmass Village Resort Association from October 1999 until October 2002.

Neal Malicky (DOB 9-14-34), Director of the Strong Funds since December 1999.

Mr. Malicky has been President Emeritus of Baldwin-Wallace College since July 2000; Chancellor of Baldwin-Wallace College from July 1999 to June 2000; President of Baldwin-Wallace College from July 1981 to June 1999; Director of Aspire Learning Corporation since June 2000; Trustee of Southwest Community Health Systems, Cleveland Scholarship Program, and The National Conference for Community and Justice until 2001; President of the National Association of Schools and Colleges of the United Methodist Church, Chairperson of the Association of Independent Colleges and Universities of Ohio, and Secretary of the National Association of Independent Colleges and Universities until 2001.

William F. Vogt (DOB 7-19-47), Director and Chairman of the Independent Directors Committee of the Strong Funds since January 1995.

Mr. Vogt has been Senior Vice President of IDX Systems Corporation (a management consulting firm) since June 2001; President of Vogt Management Consulting, Inc., from July 1990 to June 2001; and former Fellow of the American College of Medical Practice Executives.

28

STRONG INDEX 500 FUND

DIRECTORS AND OFFICERS (continued)

Ane K. Ohm (DOB 10-16-69), Anti-Money Laundering Compliance Officer of the Strong Funds since November 2002.

Ms. Ohm has been Anti-Money Laundering Compliance Officer of Strong Financial Corporation since February 2003; Assistant Executive Vice President of Strong Financial Corporation since November 2003; Executive Vice President of the Advisor since December 2001; Director of Mutual Fund Administration of Strong Investor Services, Inc., since April 2001; and Marketing Services Manager of Strong Investments, Inc., from November 1998 to April 2001.

Christopher O. Petersen (DOB 1-18-70), Vice President and Assistant Secretary of the Strong Funds since May 2003.

Mr. Petersen has been Managing Counsel of Strong Financial Corporation since March 2003; Corporate Counsel at U.S. Bancorp Asset Management, Inc., from May 2001 to March 2003; Corporate Counsel at First American Asset Management, a division of U.S. Bank National Association (“FAAM”), from September 1999 to May 2001; Compliance Officer at FAAM from January 1999 to September 1999; and Associate Attorney at Mauzy Law Firm from September 1997 to December 1998.

Richard W. Smirl (DOB 4-18-67), Vice President of the Strong Funds since February 2002 and Secretary of the Strong Funds since November 2001.

Mr. Smirl has been Senior Counsel of Strong Financial Corporation since December 2001; Assistant Secretary of Strong Financial Corporation from December 2001 to February 2003; Secretary of Strong Financial Corporation since February 2003; Assistant Executive Vice President of the Advisor since December 2001; Chief Legal Officer of the Advisor since February 2003; Secretary of the Advisor since November 2002; Assistant Secretary of the Advisor from December 2001 to November 2002; Senior Counsel of the Advisor from July 2000 to December 2001; General Counsel of Strong Investments, Inc. (“Distributor”), since November 2001; Secretary of the Distributor since July 2000; Vice President and Chief Compliance Officer of the Distributor from July 2000 to December 2003; Lead Counsel of the Distributor from July 2000 to November 2001; Vice President of Strong Investor Services, Inc., since December 2001; Assistant Secretary of Strong Investor Services, Inc., from December 2001 to May 2003; Secretary of Strong Investor Services, Inc., since May 2003; Partner at Keesal, Young & Logan LLP (a law firm) from September 1999 to July 2000; and Associate at Keesal, Young & Logan LLP from September 1992 to September 1999.

Gilbert L. Southwell III (DOB 4-13-54), Assistant Secretary of the Strong Funds since July 2001.

Mr. Southwell has been Associate Counsel of Strong Financial Corporation since December 2001; Assistant Secretary of the Advisor since December 2002; Associate Counsel of the Advisor from April 2001 to December 2001; Partner at Michael, Best & Friedrich, LLP (a law firm) from October 1999 to March 2001; and Assistant General Counsel of U.S. Bank, National Association (formerly Firstar Bank, N.A.) and/or certain of its subsidiaries from November 1984 to September 1999.

John W. Widmer (DOB 1-19-65), Treasurer of the Strong Funds since April 1999.

Mr. Widmer has been Treasurer of the Advisor since April 1999; Assistant Treasurer of Strong Financial Corporation since December 2001; Assistant Secretary of Strong Financial Corporation from December 2001 to January 2003; Treasurer of Strong Service Corporation since April 1999; Treasurer and Assistant Secretary of Strong Investor Services, Inc., since July 2001; and Manager of the Financial Management and Sales Reporting Systems department of the Advisor from May 1997 to April 1999.

Thomas M. Zoeller (DOB 2-21-64), Vice President of the Strong Funds since October 1999.

Mr. Zoeller has been Executive Vice President of the Advisor since April 2001; Chief Financial Officer of the Advisor since February 1998; Secretary of the Advisor from December 2001 to November 2002; Member of the Office of the Chief Executive of Strong Financial Corporation since May 2001; Chief Financial Officer and Treasurer of Strong Investments, Inc., since October 1993; Executive Vice President of Strong Investor Services, Inc., since July 2001; Secretary of Strong Investor Services, Inc., from July 2001 to May 2003; Executive Vice President, Chief Financial Officer, and Secretary of Strong Service Corporation since December 2001; Treasurer of Strong Service Corporation from September 1996 to April 1999; Vice President of Strong Service Corporation from April 1999 to December 2001; Member of the Office of the Chief Executive of the Advisor from November 1998 until May 2001; and Senior Vice President of the Advisor from February 1998 to April 2001.

Except for Messrs. Davis, Kritzik, Malicky, and Vogt, the address of all of the Directors and Officers is P.O. Box 2936, Milwaukee, WI 53201. Mr. Davis’s address is 161 North La Brea, Inglewood, CA 90301. Mr. Kritzik’s address is 1123 North Astor Street, Milwaukee, WI 53202. Mr. Malicky’s address is 4608 Turnberry Drive, Lawrence, KS 66047. Mr. Vogt’s address is P.O. Box 7657, Avon, CO 81620.

The statement of additional information contains additional information about fund directors and officers and is available without charge, upon request, by calling 1-800-368-3863.

29

NOTES

30

Directors

Willie D. Davis

Gordon B. Greer

Stanley Kritzik

Neal Malicky

William F. Vogt

Officers

Phillip O. Peterson, President (effective January 2004)

Thomas M. Zoeller, Vice President

Richard W. Smirl, Vice President and Secretary

Christopher O. Petersen, Vice President and Assistant Secretary

Gilbert L. Southwell III, Assistant Secretary

John W. Widmer, Treasurer

Ane K. Ohm, Anti-Money Laundering Compliance Officer

Master Portfolio Investment Advisor

Barclays Global Fund Advisors

45 Fremont Street, San Francisco, California 94105

Distributor

Strong Investments, Inc.

P.O. Box 2936, Milwaukee, Wisconsin 53201

Custodian

Investors Bank & Trust Company

89 South Street, Boston, Massachusetts 02111

Independent Accountants

PricewaterhouseCoopers LLP

333 Market Street, San Francisco, California 94105

Legal Counsel

Godfrey & Kahn, S.C.

780 North Water Street, Milwaukee, Wisconsin 53202

Strong Investments

P.O. Box 2936 | Milwaukee, WI 53201

www.Strong.com

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

To receive a free copy of the policies and

procedures the funds use to determine

how to vote proxies relating to portfolio

securities, call 1-800-368-3863, or visit the

Securities and Exchange Commission’s

web site at www.sec.gov

If you are a Financial Professional,

call 1-800-368-1683

Visit our web site at

www.Strong.com

This report does not constitute an offer for the sale of securities. Strong Funds are offered for sale by prospectus only. Securities are offered through Strong Investments, Inc. RT40964 02-04

AINDEX/WH3130 12-03

Item 1.    Reports to Shareholders

ANNUAL REPORT    |    December 31, 2003

Strong

Core

Funds

Strong Balanced Fund

Strong Large Cap Core Fund

Strong Growth and Income Fund

Strong Opportunity Fund

ANNUAL REPORT    |    December 31, 2003

Strong

Core

Funds

Table of Contents

Investment Reviews
Strong Balanced Fund	2
Strong Large Cap Core Fund	4
Strong Growth and Income Fund	6
Strong Opportunity Fund	8
Financial Information
Schedules of Investments in Securities
Strong Balanced Fund	10
Strong Large Cap Core Fund	14
Strong Growth and Income Fund	15
Strong Opportunity Fund	18
Statements of Assets and Liabilities	20
Statements of Operations	23
Statements of Changes in Net Assets	26
Financial Highlights	28
Notes to Financial Statements	33
Report of Independent Auditors	45
Directors and Officers	46

A Few Words From Dick Weiss

Market Update — January 1, 2003, to December 31, 2003

One of the great strengths of Strong Capital Management, Inc. (“Strong”), is the autonomy of its different investment teams. Unlike so many institutions where a single investment philosophy predominates and stock selection is done by committee, Strong is comprised of highly independent investment teams with individual philosophies and practices.

This independence notwithstanding, the investment teams share a common objective — adding value for shareholders.

Despite the turmoil surrounding the mutual fund industry and our firm during the last quarter of 2003, Strong’s investment teams performed admirably. According to Lipper, 74 percent of the Strong Funds beat their respective peer indices since their inception.*

Indeed, 2003 turned out to be a better year than anticipated by the investment world. In October of 2002, the market bottomed, and then began a steady advance upward into 2003. Troubled by the prospect of military conflict with Iraq, the market turned down in January and bottomed again in March. Once the outcome in Iraq

Economic Growth was on the Rise in 2003

* Results are based on total returns. 110 of 149 funds, including separate share classes, outperformed their Lipper Peer Indices since the funds’ inception through 12-31-03. Investment values fluctuate. Results will vary for other time periods. Does not include effect of any loads (as applicable).

became clear, the market anticipated the major business recovery that materialized in the third and fourth quarters, and resumed its forward march. The S&P 500 Index, Dow Jones Industrial Average, and Nasdaq moved up smartly for the remainder of the year.

It was, in effect, a rising tide that lifted many boats. Stocks that had been especially battered by the three-year bear market — either because the market assumed their business models were broken or because they had been pushed to the edge of bankruptcy — enjoyed dramatic recoveries. Once it became clear that the economy had bottomed, many of the most downtrodden stocks rebounded like coiled springs and rose appreciably in the second half of 2003. This is a phenomenon that has typically occurred after tough bear markets and has generally lasted around 6-8 months. I believe we are approaching the end of this phase.

In some instances, I believe going against conventional wisdom in 2004 will spell the difference between average and exceptional performance. For example:

• Popular opinion has it that manufacturing — a sector which has suffered for roughly 30 years — will continue to falter in 2004. I disagree. It appears that 2004 may shape up to be the first synchronized global economic recovery in years. That, combined with a weak dollar, should make U.S. manufacturing goods increasingly competitive around the world and bolster the sector’s overall results.

• The energy sector, which significantly underperformed in 2003, looks promising as well. While it participated in the fourth quarter rally, it lagged for the year and was nearing an all-time low, as a percentage of the S&P 500 Index. Energy prices were stronger than most observers expected in 2003. Given the likely increase in demand as the global economy expands, energy prices should remain at the upper end of their normal trading range. This scenario would allow individual energy stocks to play catch-up.

Here at home, the U.S. economy shows unmistakable signs of strengthening. Job growth is gaining momentum. Consumer confidence quite clearly is on the rise. All in all, it’s an encouraging combination.

If you accept the premise that there will be a wider divergence of performance this year, diversification becomes essential. It’s going to be harder to make money in 2004 than it was in 2003. But in a market environment where a rising tide will not lift all issues indiscriminately, diversified mutual funds can be a sound and sensible investment option.

Consumer Confidence Increased in 2003

Thank you for investing with Strong.

Richard T. Weiss

Vice Chairman

Strong Financial Corporation

Strong Balanced Fund

The Fund produced a return of 17.36% for the year compared to the 28.67% return of our broad-based benchmark, the S&P 500 Index. In comparison to a more balanced benchmark, the 60/40 Balanced Fund Index (which is 60% S&P 500 Index and 40% Lehman Brothers Intermediate U.S. Government/Credit Bond Index) returned 18.72% for the year.

Although bonds generally underperformed equities over the year, most sectors of the fixed-income market, including corporate and high-yield bonds, still performed well. The Fund’s allocation to fixed income largely accounts for our underperformance relative to the all-stock S&P 500 Index.

A stronger year for the markets

The market, and the Fund, entered the year fresh off of a three-year bear market and facing impending war in Iraq. Investors had many unanswered questions about the outcome of that conflict and about the ability of the economy to grow in the post-bubble environment. Markets do not like uncertainty, and so the first quarter of the year did not show much improvement among equities. We were mixed in our views on the outcome of these issues, but we looked back at the successful outcome of the previous, early ‘90s Iraq conflict and its positive impact on the markets for guidance on how the markets might perform in this instance.

At the same time, the economy was benefiting from low interest rates from the Federal Reserve as well as lower tax rates at the consumer level and tax breaks for businesses. The post-war economy appeared to be set for growth, and it appeared the debate through the balance of the year would be about the pace and sustainability of the recovery.

On the bond side of the equation, signs of a strengthening economy and an improving equity market led to generally higher U.S. Treasury yields. Investors sold U.S. Treasury securities and bought riskier assets such as corporate, high-yield, and emerging market bonds in search of higher yields.

Positioned for recovery

We shaped the portfolio to benefit from this view. The equity portion of the portfolio was overweighted, relative to the 60/40 Balanced Fund Index, in the technology, capital goods, and financial sectors. Our forecast for recovery suggested these sectors would benefit from an overall increase in business activity. The individual stocks we selected within these and other sectors were generally of higher quality and large in size. These two characteristics have been our norm over the years and continue to be so today.

Within the technology sector, Intel Corporation exemplified our views of recovery within the personal computer space on both the consumer and business level. In addition, the company’s new laptop computer chips resulted in increased revenues and profitability.

Caterpillar Inc. was a highlight within the capital goods sector and was in the portfolio throughout the year. In our estimation, this company’s management had already improved Caterpillar’s position within the markets it serves and increased its financial flexibility. In 2003, broad-based recovery in the company’s end markets as well as a new product cycle in its truck engine business helped Caterpillar to generate higher returns and profitability. The weak dollar has also strengthened demand for the firm’s products overseas.

These highlighted stocks — as well as many others throughout the portfolio — exemplify our bias toward high-quality companies and toward managements that have successfully steered their companies through previous economic cycles successfully and are in a strong position to do so again.

In the fixed-income portion of the Fund, we continued to favor corporate bonds over Treasuries. Because corporate securities outperformed Treasuries over the year, this approach had a positive impact on the Fund’s performance.

Our outlook for 2004

We anticipate a strengthening economy, and thus improved corporate earnings, in the first half of the year. This would largely represent a continuation of the trends in place for most of this year. This year is, of course, a Presidential election year. The historical trend for such years indicates that another positive year for equities is to be expected, though not as strong as in 2003.

There are concerns on the horizon, of course. Among these are the continued decline of the dollar with respect to foreign currencies, oil prices that persist above $30 a barrel, and interest rates at low levels that we believe cannot be sustained if projections are correct about the pace of this recovery. While we will keep close watch on the issues mentioned above, we remain reasonably

2

Fund Highlights

Your Fund’s Approach

The Fund invests, under normal conditions, between 30% and 70% of its net assets in stocks and between 30% and 70% of its net assets in bonds. The Fund’s equity manager focuses primarily on the stocks of large-capitalization, dividend-paying U.S. companies that offer the potential for capital growth, and attempts to strike a balance between an investment’s growth and income prospects and its potential risks. The Fund’s bond portfolio consists primarily of investment-grade bonds of intermediate duration, including U.S. Government and agency, corporate, and mortgage-backed securities.

Average Annual Total Returns

As of 12-31-03

Investor Class
1-year	17.36	%
5-year	-0.27	%
10-year	6.36	%
Since Fund Inception (12-30-81)	10.89	%

The Fund invests in lower-quality securities that present a significant risk for loss of principal and interest. Please consider this before investing. Equity funds are volatile investments and should only be considered for long-term goals.

Growth of an Assumed $10,000 Investment^†

from 12-30-81 to 12-31-03

Mention of specific securities in this report is not indicative of whether the Fund may make additional purchases of, sell all or a portion of, or continue to hold those securities.

† 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 S&P 500 Index (“S&P 500”), the Lipper Flexible Portfolio Funds Average, and the 60/40 Balanced Fund 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. Current performance may be lower or higher than the quoted performance. Call us or visit www.Strong.com for the most current performance information. The graph and the Average Annual Total Returns table do not reflect the deduction of taxes, if any, that a shareholder would pay on Fund distributions or the redemption of Fund shares.

The Fund’s prospectus and statement of additional information may describe restrictions on the percentage of a particular type or quality of security in which the Fund may invest (“Percentage Restrictions”). Percentage Restrictions apply at the time the Fund purchases a security. Circumstances subsequent to the purchase of the security, such as a change in: (1) the Fund’s assets (e.g., due to cash inflows and redemptions); (2) the market value of the security; or (3) the pricing, liquidity, or rating of the security, may cause the Fund to exceed or fall short of the Percentage Restriction. If this happens, the Fund’s continued holding of the security will not constitute a violation of the Percentage Restriction.

From time to time, the Fund’s advisor and/or administrator has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.

* The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market value weighted index (stock price times number of shares outstanding), with each stock’s weight in the Index proportionate to its market value. The Lipper Flexible Portfolio Funds Average is the average of all funds in the Lipper Flexible Portfolio Funds Category. These funds allocate their investments across various asset classes, including domestic common stocks, bonds, and money market instruments with a focus on total return. The 60/40 Balanced Fund Index is comprised of 60% S&P 500 Index and 40% Lehman Brothers Intermediate U.S. Government/Credit Bond Index. Source of the S&P index and 60/40 Balanced Fund Index data is Standard & Poor’s Micropal. Source of the Lipper index data is Lipper Inc.

confident in continued recovery. The historical precedent is for another positive year, and we intend to invest accordingly unless and until data suggests otherwise.

Thank you for your continued investment in the Strong Balanced Fund.

Rimas Milaitis

Portfolio Co-Manager

Bradley D. Doyle

Portfolio Co-Manager

3

Strong Large Cap Core Fund

The year 2003 proved to be a very strong one for equities, a welcome change after the three-year bear market. For the year ended December 31, 2003, the Strong Large Cap Core Fund returned 24.35%, while the broad-based benchmark, the S&P 500 Index, returned 28.67%.

Over the year, the Fund’s performance generally followed the same direction as the broader market. The Fund posted mild losses in the first quarter, when the markets and the economy were stalled by concerns about the war in Iraq. Over the remainder of the year, however, the Fund posted strong returns as the war’s progress boosted investor and consumer confidence. Economic stimulus in the form of tax cuts from the President and Congress and continued low interest rates from the Federal Reserve helped to drive an economic rebound that supported strong equity performance across virtually every sector of the market.

Focus on large companies

As the Fund’s name indicates, we focus on the stocks of those large-cap companies that we believe offer solid prospects for future growth and are available at reasonable prices. In the early stages of the year’s recovery, investors were still cautious, and thus favored larger-company stocks, as they can offer a greater degree of stability than small-cap stocks. The Fund benefited strongly from this trend in the second quarter of the year.

As the economy showed signs of an accelerating recovery, though, investors gained more confidence and were willing to take on higher degrees of risk. This led to renewed interest in smaller-company stocks, driving their returns strongly forward in the second half of the year. Our portfolio by definition is strongly skewed toward larger companies — even more so than the S&P 500 Index — so this shift in market direction was not entirely favorable to our relative returns and played a significant role in our underperformance relative to the index for the year.

Diversification remains a priority

For the most part, we kept the Fund’s composition with respect to individual sectors and industries closely in line with our broad-based benchmark. We view this diversified exposure as a helpful way to manage risk while still pursuing the growth potential stocks offer. This posture allowed us to participate significantly in the market’s broad-based rally, even as larger companies lagged small caps.

That said, we did make some modest deviations from our benchmark’s positions. For example, the Fund was overweighted in the consumer cyclicals area. This positioning contributed positively to performance for the year as a whole. We also had a mild overweighting relative to our broad-based benchmark level in financials stocks. We were able to identify a number of stocks in this sector selling at attractive valuations relative to their prospects for earnings growth. While these stocks posted positive returns over the year, because of their more conservative nature, they lagged behind many faster-growing sectors, particularly in the second half of the year. This also played a role in our underperformance relative to the S&P 500 Index.

Recovery appears likely to continue

The consumer has led the economic recovery so far, with heavy spending in housing and cars. We believe consumer spending will continue to play a large role in economic growth in 2004. Business spending may, however, now be moving into a leadership role, as evidenced by a resurgence in production and rising orders for capital goods.

We have positioned the Fund to benefit from the global economic expansion that we fully anticipate will continue this year. The large, multinational companies that are prominent in this portfolio are positioned well to serve customers outside the U.S., as well as at home. Their efforts will likely be aided by the weakness of the U.S. dollar relative to many major foreign currencies, which makes exported goods cheaper for customers abroad.

While financials offered relatively lackluster performance in 2003, we are maintaining our significant position in them as their valuations now are very attractive and offer the potential for meaningful appreciation. We anticipate that our greatest focus in the months to come will be in the consumer cyclicals and consumer staples sectors, as we believe these companies are poised to benefit from continued robust spending by individuals and families.

We appreciate your continued investment in the Strong Large Cap Core Fund.

Karen E. McGrath

Portfolio Manager

4

Fund Highlights

Your Fund’s Approach

The Fund invests in the stocks of large-capitalization companies and also invests in medium-capitalization companies. The manager chooses stocks through fundamental analysis and research and looks for companies the manager believes may have long-term growth potential. The manager examines many factors, such as consistency of the business plan, foresight of the competitive market conditions, business knowledge, and management’s attention to detail.

Average Annual Total Returns

As of 12-31-03

Investor Class
1-year	24.35	%
3-year	-6.89	%
5-year	-1.06	%
Since Fund Inception (6-30-98)	1.18	%

The Fund’s since inception return was significantly enhanced through investments in initial public offerings. You should not expect that such favorable returns can be consistently achieved. Please consider this before investing. Equity funds are volatile investments and should only be considered for long-term goals.

Growth of an Assumed $10,000 Investment^†

From 6-30-98 to 12-31-03

Mention of specific securities in this report is not indicative of whether the Fund may make additional purchases of, sell all or a portion of, or continue to hold those securities.

^† 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 S&P 500 Index (“S&P 500”) and the Lipper Large-Cap Core 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. Current performance may be lower or higher than the quoted performance. Call us or visit www.Strong.com for the most current performance information. The graph and the Average Annual Total Returns table do not reflect the deduction of taxes, if any, that a shareholder would pay on Fund distributions or the redemption of Fund shares.

The Fund’s prospectus and statement of additional information may describe restrictions on the percentage of a particular type or quality of security in which the Fund may invest (“Percentage Restrictions”). Percentage Restrictions apply at the time the Fund purchases a security. Circumstances subsequent to the purchase of the security, such as a change in: (1) the Fund’s assets (e.g., due to cash inflows and redemptions); (2) the market value of the security; or (3) the pricing, liquidity, or rating of the security, may cause the Fund to exceed or fall short of the Percentage Restriction. If this happens, the Fund’s continued holding of the security will not constitute a violation of the Percentage Restriction.

From time to time, the Fund’s advisor and/or administrator has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.

* The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market value weighted index (stock price times number of shares outstanding), with each stock’s weight in the Index proportionate to its market value. The Lipper Large-Cap Core Funds Index is the average of the 30 largest funds in the Lipper Large-Cap Core Funds Category. Source of the S&P index data is Standard & Poor’s Micropal. Source of the Lipper index data is Lipper Inc.

5

Strong Growth and Income Fund

For the year ended December 31, 2003, the Fund produced a return of 24.44%, behind the 28.67% return of the S&P 500 Index, our broad-based benchmark.

Much of this underperformance is attributable to our emphasis on large-cap stocks. Also, low-quality stocks — those characterized by lack of profitability, high levels of debt, and high price/earnings ratios — outperformed higher-quality stocks — those offering good profitability, strong balance sheets, and moderate prices relative to earnings. As the latter are more likely to be included in the Fund, this trend also hurt our relative performance.

A strong year

The market, and the Fund, entered the year fresh off of a three-year bear market, and facing impending war in Iraq. Investors had many unanswered questions about the outcome of that conflict and about the ability of the economy to grow in the post-bubble environment. Markets do not like uncertainty, and so the first quarter of the year did not show much improvement, though there was some movement out of riskier assets and into higher-quality securities. We were mixed in our views on the outcome of these issues but looked back at the successful outcome of the previous, early ’90s Iraq conflict and its positive impact on the markets for guidance on how the markets might perform in this instance.

At the same time, the economy was benefiting from low interest rates from the Federal Reserve as well as lower tax rates at the consumer level and tax breaks for businesses. The post-war economy appeared to be set for growth, and it appeared the debate through the balance of the year would be about the pace and sustainability of the recovery.

Positioned for recovery

We shaped the portfolio to benefit from this view.

The portfolio was overweighted relative to its broad-based benchmark in the technology, capital goods, and financial sectors. Our forecast for recovery suggested these sectors would benefit from an overall increase in business activity. The individual stocks we selected within these, and other sectors were generally of higher quality and large in size. These two characteristics have been our norm over the years and continue to be so today.

Within the technology sector, Intel Corporation exemplified our views of recovery within the personal computer space on both the consumer and business level.

In addition, the company’s new laptop computer chips resulted in increased revenues and profitability.

Caterpillar Inc. was a highlight within the capital goods sector and was in the portfolio throughout the year. In our estimation, this company’s management had already improved Caterpillar’s position within the markets it serves and increased its financial flexibility. In 2003, a broad-based recovery in the company’s end markets as well as a new product cycle in its truck engine business helped Caterpillar generate higher returns and profitability. The weak dollar has also strengthened demand for the firm’s products overseas.

These highlighted stocks — as well as many others throughout the portfolio — exemplify our bias toward high-quality companies and toward managements that have successfully steered their companies through previous economic cycles successfully and are in a strong position to do so again. Our primary regret with respect to these and other Fund holdings is that we did not own significantly more of each position during the year.

Our outlook for 2004

We anticipate a strengthening economy, and thus improved corporate earnings, in the first half of the year. This would largely represent a continuation of the trends in place for most of this year. This year is, of course, a Presidential election year. The historical trend for such years indicates that another positive year for equities is to be expected, though not as strong a year as in 2003.

There are concerns on the horizon, of course. Among these are the continued decline of the dollar with respect to foreign currencies, oil prices that persist above $30 a barrel, and interest rates at low levels that we believe cannot be sustained if projections are correct about the pace of this recovery. While we will keep close watch on the issues mentioned above, we remain reasonably confident in continued recovery. The historical precedent is for another positive year, and we intend to invest accordingly unless and until data suggests otherwise.

Thank you for your continued investment in the Strong Growth and Income Fund.

Rimas Milaitis

Portfolio Manager

6

Fund Highlights

Your Fund’s Approach

The Fund focuses primarily on the stocks of large-capitalization, dividend-paying U.S. companies that offer the potential for capital growth. The manager’s investment philosophy is that the stocks of companies with strong relative earnings growth will perform well over time. To choose investments, the manager focuses on those companies that are improving their returns on invested capital.

Average Annual Total Returns

As of 12-31-03

Investor Class
1-year	24.44	%
3-year	-8.04	%
5-year	-1.59	%
Since Fund Inception (12-29-95)	9.78	%

Institutional Class1
1-year	25.26	%
3-year	-7.39	%
5-year	-1.11	%
Since Fund Inception (12-29-95)	10.11	%

Advisor Class2
1-year	24.42	%
3-year	-8.04	%
5-year	-1.69	%
Since Fund Inception (12-29-95)	9.61	%

Class K3
1-year	24.90	%
3-year	-7.79	%
5-year	-1.43	%
Since Fund Inception (12-29-95)	9.89	%

Equity funds are volatile investments and should only be considered for long-term goals.

Growth of an Assumed $10,000 Investment^†

From 12-29-95 to 12-31-03

Mention of specific securities in this report is not indicative of whether the Fund may make additional purchases of, sell all or a portion of, or continue to hold those securities.

^† 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 S&P 500 Index (“S&P 500”) and the Lipper Large-Cap Core 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. Current performance may be lower or higher than the quoted performance. Call us or visit www.Strong.com for the most current performance information. The graph and the Average Annual Total Returns table do not reflect the deduction of taxes, if any, that a shareholder would pay on Fund distributions or the redemption of Fund shares. This graph is based on Investor Class shares only; performance for other classes will vary due to differences in fee structures.

The Fund’s prospectus and statement of additional information may describe restrictions on the percentage of a particular type or quality of security in which the Fund may invest (“Percentage Restrictions”). Percentage Restrictions apply at the time the Fund purchases a security. Circumstances subsequent to the purchase of the security, such as a change in: (1) the Fund’s assets (e.g., due to cash inflows and redemptions); (2) the market value of the security; or (3) the pricing, liquidity, or rating of the security, may cause the Fund to exceed or fall short of the Percentage Restriction. If this happens, the Fund’s continued holding of the security will not constitute a violation of the Percentage Restriction. From time to time, the Fund’s advisor and/or administrator has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.

¹ The performance of the Institutional Class shares prior to February 29, 2000, is based on the Fund’s Investor Class shares’ performance. Please consult a prospectus for information about all share classes.

² The performance of the Advisor Class shares prior to February 29, 2000, is based on the Fund’s Investor Class shares’ performance, restated for the higher expense ratio of the Advisor Class shares. Please consult a prospectus for information about all share classes.

³ The performance of Class K shares prior to December 31, 2001, is based on the Fund’s Investor Class shares’ performance. Please consult a prospectus for information about all share classes.

* The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market value weighted index (stock price times number of shares outstanding), with each stock’s weight in the Index proportionate to its market value. The Lipper Large Cap Core Funds Index is the average of the 30 largest funds in the Lipper Large-Cap Core Funds Category. Source of the S&P index data is Standard & Poor’s Micropal. Source of the Lipper index data is Lipper Inc.

7

Strong Opportunity Fund

Following three consecutive years of negative returns, the U.S. equity markets staged a strong recovery in 2003. The Strong Opportunity Fund gained 37.46% for the year, while the Fund’s broad-based benchmark, the Russell Midcap Index, returned 40.06% for the same period.

Improving economic conditions

This year’s rally was driven by a material improvement in the nation’s economic outlook. Specifically, low interest rates from the Federal Reserve and tax cuts from Washington set the stage for economic recovery. As investors began to anticipate the resurgence of the economy, they regained confidence in investing in various stocks, which helped to drive some of the initial improvements in the market.

By the middle of the year, the continued strengthening of the economy led investors to focus on lower-quality stocks — specifically those with little or no earnings. This hurt the Fund’s relative performance, as we have historically invested in attractively priced companies with higher-quality characteristics and strong, long-term potential. We believe the trend favoring lower-quality, speculative stocks has now reached its conclusion.

Considering private market value

Our analysis of individual companies takes a close look at their competitive strengths, assets, and financial position. We then use that information to gauge a company’s private market value — the price a buyer would be willing to pay for the entire company. Companies that meet our standards and whose stocks are selling at prices lower than their private market value are candidates for inclusion in the Fund.

This process served us relatively well in 2003, as it attracted us to many beaten-down stocks in the technology sector. At the end of 2002 and in early 2003, the market was extremely pessimistic about the outlook for technology stocks. That pessimism allowed us to add to the portfolio a number of attractively valued companies, especially in the software area, that would benefit from an improving technology environment. These included Cadence Design Systems and Computer Sciences.

Technology holdings, such as VeriSign and Corning, also benefited as their product positioning drove strong performance for them and the Fund. Our position in biotechnology company Genentech appreciated significantly during the year when the company received positive testing data on a new cancer drug. Non-technology companies that we added to the portfolio also experienced strong performance, including regional bank Synovus Financial and residential carpet manufacturer Mohawk.

In contrast, our overweight position relative to our broad-based benchmark in energy stocks hurt the Fund’s performance despite an extremely strong year for commodity prices. Entering the year, we found the supply/demand outlook for energy to be very compelling, as the U.S. faced a structural problem of matching supplies of oil and natural gas with demand. Even with the progress in Iraq, our outlook for the commodity proved to be accurate, as oil prices continued to hover around $30 per barrel and natural gas above $5 per cubic foot for most of the year. After reassessing our view of the energy sector, we remain bullish on the stocks. We continue to believe they are attractively valued, based on our private market analysis, and that strong underlying fundamentals will in time attract more investors to the sector.

Further improvement in 2004

We believe the market will continue to post positive returns in the coming year, though not at the levels seen in 2003. The economic picture continues to improve, with the employment picture stabilizing at year-end. Given both low inventory levels and improved corporate spending, we believe the progress is sustainable. Much of this positive news has already been reflected in stock prices, but in our assessment, stock valuations remain reasonable for this stage of the economic recovery. We therefore anticipate that stocks should continue to appreciate as long as earnings continue to rise.

We appreciate your trust in us and are very earnest in our desire to provide you with continued positive long-term results. It is our hope that you have a happy, healthy, and profitable 2004.

Thank you for your continued investment in the Strong Opportunity Fund.

Richard T. Weiss

Portfolio Co-Manager

Ann M. Miletti

Portfolio Co-Manager

8

Fund Highlights

Your Fund’s Approach

The Fund invests primarily in stocks of medium-capitalization companies that the Fund’s managers believe are underpriced, yet have attractive growth prospects. The managers base their analysis on a company’s “private market value”— the price an investor would be willing to pay for the entire company given its management, financial health, and growth potential.

Average Annual Total Returns

As of 12-31-03

Investor Class
1-year	37.46	%
5-year	6.72	%
10-year	11.84	%
Since Fund Inception (12-31-85)	15.09	%

Advisor Class1
1-year	37.26	%
5-year	6.45	%
10-year	11.52	%
Since Fund Inception (12-31-85)	14.76	%

Class K2
1-year	37.77	%
5-year	6.79	%
10-year	11.88	%
Since Fund Inception (12-31-85)	15.12	%

Equity funds are volatile investments and should only be considered for long-term goals.

Growth of an Assumed $10,000 Investment^†

From 12-31-85 To 12-31-03

Mention of specific securities in this report is not indicative of whether the Fund may make additional purchases of, sell all or a portion of, or continue to hold those securities.

^† 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 Midcap^® Index and the Lipper Multi-Cap Core 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. Current performance may be lower or higher than the quoted performance. Call us or visit www.Strong.com for the most current performance information. The graph and the Average Annual Total Returns table do not reflect the deduction of taxes, if any, that a shareholder would pay on Fund distributions or the redemption of Fund shares. This graph is based on Investor Class shares only; performance for other classes will vary due to differences in fee structures.

The Fund’s prospectus and statement of additional information may describe restrictions on the percentage of a particular type or quality of security in which the Fund may invest (“Percentage Restrictions”). Percentage Restrictions apply at the time the Fund purchases a security. Circumstances subsequent to the purchase of the security, such as a change in: (1) the Fund’s assets (e.g., due to cash inflows and redemptions); (2) the market value of the security; or (3) the pricing, liquidity, or rating of the security, may cause the Fund to exceed or fall short of the Percentage Restriction. If this happens, the Fund’s continued holding of the security will not constitute a violation of the Percentage Restriction. From time to time, the Fund’s advisor and/or administrator has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.

¹ The performance of the Advisor Class shares prior to February 24, 2000, is based on the Fund’s Investor Class shares’ performance, restated for the higher expense ratio of the Advisor Class shares. Please consult a prospectus for information about all share classes.

² The performance of Class K shares prior to August 30, 2002, is based on the Fund’s Investor Class shares’ performance. Please consult a prospectus for information about all share classes.

* The Russell Midcap^® Index measures the performance of the 800 smallest companies in the Russell 1000 Index, which represent approximately 26% of the total market capitalization of the Russell 1000 Index. The Lipper Multi-Cap Core Funds Index is the average of the 30 largest funds in the Lipper Multi-Cap Core Funds Category. Source of the Russell data is Standard & Poor’s Micropal. Source of the Lipper index data is Lipper Inc.

9

SCHEDULES OF INVESTMENTS IN SECURITIES December 31 , 2003

STRONG BALANCED FUND

	Shares or Principal Amount	Value (Note 2)
Common Stocks 68.1%
Aerospace - Defense 1.2%
The Boeing Company	18,300	$	771,162
General Dynamics Corporation	5,100		460,989
Lockheed Martin Corporation	14,700		755,580
Northrop Grumman Corporation	5,900		564,040
			2,551,771
Auto Manufacturers - Domestic 0.4%
General Motors Corporation	15,300		817,020
Banks - Money Center 4.1%
Bank of America Corporation	27,050		2,175,632
The Bank of New York Company, Inc.	31,400		1,039,968
Citigroup, Inc.	87,500		4,247,250
J.P. Morgan Chase & Company	29,400		1,079,862
			8,542,712
Banks - Super Regional 2.5%
Bank One Corporation	21,600		984,744
U.S. Bancorp	54,600		1,625,988
Wachovia Corporation	20,000		931,800
Wells Fargo Company	29,700		1,749,033
			5,291,565
Beverages - Soft Drinks 0.9%
The Coca-Cola Company	37,300		1,892,975
Building - Resident/Commercial 0.3%
Lennar Corporation Class A	6,800		652,800
Chemicals - Basic 0.3%
The Dow Chemical Company	17,400		723,318
Chemicals - Specialty 0.4%
Air Products & Chemicals, Inc.	16,200		855,846
Commercial Services - Miscellaneous 0.2%
Paychex, Inc.	10,300		383,160
Commercial Services - Staffing 0.2%
Robert Half International, Inc. (b)	14,100		329,094
Computer - Data Storage 0.4%
EMC Corporation (b)	56,700		732,564
Computer - IT Services 1.5%
Computer Sciences Corporation (b)	8,200		362,686
International Business Machines Corporation	30,200		2,798,936
			3,161,622
Computer - Local Networks 1.8%
Cisco Systems, Inc. (b)	156,100		3,791,669
Computer - Manufacturers 1.1%
Dell, Inc. (b)	39,400		1,338,024
Hewlett-Packard Company	43,300		994,601
			2,332,625
Computer Software - Desktop 2.6%
Microsoft Corporation	194,300		5,351,022
Computer Software - Enterprise 1.2%
Mercury Interactive Corporation (b)	6,100		296,704
Oracle Systems Corporation (b)	96,300		1,271,160
VERITAS Software Corporation (b)	24,700		917,852
			2,485,716
Cosmetics - Personal Care 0.3%
The Gillette Company	17,800		653,794
Diversified Operations 5.4%
3M Co.	18,200	$	1,547,546
E.I. Du Pont de Nemours & Company	13,800		633,282
Emerson Electric Company	12,400		802,900
General Electric Company	155,500		4,817,390
Time Warner, Inc. (b)	81,200		1,460,788
Tyco International, Ltd.	44,700		1,184,550
United Technologies Corporation	9,050		857,669
			11,304,125
Electronics - Semiconductor Manufacturing 3.3%
Applied Materials, Inc. (b)	35,500		796,975
Intel Corporation	113,800		3,664,360
Linear Technology Corporation	20,700		870,849
National Semiconductor Corporation (b)	8,500		334,985
Texas Instruments, Inc.	24,100		708,058
Xilinx, Inc. (b)	13,500		522,990
			6,898,217
Finance - Consumer/Commercial Loans 0.3%
MBNA Corporation (b)	25,900		643,615
Finance - Investment Brokers 1.5%
The Goldman Sachs Group, Inc.	10,200		1,007,046
Merrill Lynch & Company, Inc.	19,300		1,131,945
Morgan Stanley	16,500		954,855
			3,093,846
Finance - Investment Management 0.4%
Franklin Resources, Inc.	14,600		760,076
Finance - Mortgage & Related Services 0.8%
Countrywide Financial Corporation	5,467		414,647
FNMA	17,900		1,343,574
			1,758,221
Finance - Savings & Loan 0.3%
Golden West Financial Corporation	5,700		588,183
Financial Services - Miscellaneous 0.9%
American Express Company	38,100		1,837,563
Food - Confectionery 0.2%
Hershey Foods Corporation	5,900		454,241
Food - Miscellaneous Preparation 1.1%
H.J. Heinz Company	17,100		622,953
Kellogg Company	13,300		506,464
PepsiCo, Inc.	24,500		1,142,190
			2,271,607
Insurance - Diversified 1.6%
American International Group, Inc.	50,000		3,314,000
Insurance - Life 0.4%
MetLife, Inc.	22,000		740,740
Insurance - Property/Casualty/Title 1.1%
ACE, Ltd.	14,800		613,016
Hartford Financial Services Group, Inc.	19,300		1,139,279
The PMI Group, Inc.	12,900		480,267
			2,232,562
Internet - Content 0.6%
Yahoo! Inc. (b)	26,600		1,201,522
Internet - E*Commerce 0.4%
eBay, Inc. (b)	12,600		813,834

10

STRONG BALANCED FUND (continued)

	Shares or Principal Amount	Value (Note 2)
Leisure - Gaming/Equipment 0.5%
International Game Technology	29,400	$	1,049,580
Leisure - Hotels & Motels 0.4%
Starwood Hotels & Resorts Worldwide, Inc.	20,700		744,579
Leisure - Services 0.5%
Cendant Corporation (b)	42,300		942,021
Machinery - Construction/Mining 0.5%
Caterpillar, Inc.	12,400		1,029,448
Machinery - Farm 0.3%
Deere & Company	10,400		676,520
Machinery - General Industrial 0.7%
Ingersoll-Rand Company Class A	13,600		923,168
Parker-Hannifin Corporation	10,600		630,700
			1,553,868
Media - Cable TV 0.3%
Comcast Corporation Class A (Non-Voting) (b)	18,600		581,808
Media - Newspapers 0.9%
Gannett Company, Inc.	13,900		1,239,324
Tribune Company	11,400		588,240
			1,827,564
Media - Radio/TV 1.0%
Clear Channel Communications, Inc.	15,600		730,548
Viacom, Inc. Class B	32,800		1,455,664
			2,186,212
Medical - Biomedical/Biotechnology 0.7%
Amgen, Inc. (b)	16,964		1,048,375
Genzyme Corporation (b)	9,900		488,466
			1,536,841
Medical - Drug/Diversified 1.4%
Abbott Laboratories	31,000		1,444,600
Johnson & Johnson	28,200		1,456,812
			2,901,412
Medical - Ethical Drugs 3.5%
Forest Laboratories, Inc. (b)	10,400		642,720
Eli Lilly & Company	15,800		1,111,214
Pfizer, Inc.	136,980		4,839,503
Wyeth	17,500		742,875
			7,336,312
Medical - Genetics 0.4%
Genentech, Inc. (b)	8,000		748,560
Medical - Health Maintenance Organizations 0.7%
UnitedHealth Group, Inc.	24,300		1,413,774
Medical - Products 1.9%
Biomet, Inc.	14,200		517,022
Boston Scientific Corporation (b)	17,300		635,948
Guidant Corporation	5,800		349,160
Medtronic, Inc.	18,600		904,146
St. Jude Medical, Inc. (b)	14,400		883,440
Zimmer Holdings, Inc. (b)	10,600		746,240
			4,035,956
Medical - Wholesale Drugs/Sundries 0.2%
AmerisourceBergen Corporation	7,500		421,125
Metal Ores - Gold/Silver 0.3%
Newmont Mining Corporation Holding Company	11,800		573,598
Metal Ores - Miscellaneous 0.5%
Alcoa, Inc.	29,700	$	1,128,600
Oil & Gas - Field Services 0.7%
Schlumberger, Ltd.	25,600		1,400,832
Oil & Gas - International Integrated 3.1%
ChevronTexaco Corporation	20,000		1,727,800
ConocoPhillips	14,400		944,208
Exxon Mobil Corporation	95,300		3,907,300
			6,579,308
Oil & Gas - United States Exploration & Production 0.6%
Apache Corporation	15,115		1,225,827
Paper & Paper Products 0.5%
Temple-Inland, Inc.	17,200		1,077,924
Retail - Consumer Electronics 0.4%
Best Buy Company, Inc.	17,100		893,304
Retail - Department Stores 0.2%
Federated Department Stores, Inc.	7,600		358,188
Retail - Major Discount Chains 2.0%
Target Corporation	30,400		1,167,360
Wal-Mart Stores, Inc.	56,300		2,986,715
			4,154,075
Retail - Restaurants 0.2%
McDonald’s Corporation	17,200		427,076
Retail/Wholesale - Building Products 1.3%
The Home Depot, Inc.	47,200		1,675,128
Lowe’s Companies, Inc.	18,000		997,020
			2,672,148
Retail/Wholesale - Office Supplies 0.4%
Staples, Inc. (b)	26,900		734,370
Soap & Cleaning Preparations 0.9%
The Procter & Gamble Company	18,600		1,857,768
Telecommunications - Fiber Optics 0.1%
Corning, Inc. (b)	27,200		283,696
Telecommunications - Services 1.6%
BellSouth Corporation	27,500		778,250
SBC Communications, Inc.	47,500		1,238,325
Verizon Communications, Inc.	38,400		1,347,072
			3,363,647
Telecommunications - Wireless Equipment 0.7%
Motorola, Inc.	33,600		472,752
Qualcomm, Inc.	18,300		986,919
			1,459,671
Telecommunications - Wireless Services 0.4%
Nextel Communications, Inc. Class A (b)	31,000		869,860
Tobacco 0.8%
Altria Group, Inc.	30,400		1,654,368
Transportation - Air Freight 0.6%
United Parcel Service, Inc. Class B	16,500		1,230,075

11

SCHEDULES OF INVESTMENTS IN SECURITIES (continued) December 31, 2003

STRONG BALANCED FUND (continued)

	Shares or Principal Amount		Value (Note 2)
Transportation - Rail 0.6%
Union Pacific Corporation		16,800	$	1,167,264
Trucks & Parts - Heavy Duty 0.1%
PACCAR, Inc.		3,400		289,408
Utility - Electric Power 0.7%
Exelon Corporation		22,500		1,493,100
Total Common Stocks (Cost $122,463,647)				142,341,312
Corporate Bonds 14.8%
AOL Time Warner, Inc. Notes, 5.625%, Due 5/01/05	$	300,000		314,159
AT&T Corporation Senior Notes, 6.50%, Due 11/15/06		250,000		276,675
AT&T Wireless Services, Inc. Senior Notes, 7.875%, Due 3/01/11		150,000		173,863
Abitibi-Consolidated Company Guaranteed Yankee Notes, 6.00%, Due 6/20/13		165,000		158,637
Aladdin Gaming Holdings LLC/Aladdin Capital Corporation Senior Discount Notes, 13.50%, Due 3/01/10 (Defaulted Effective 9/21/01) (g)		3,700,000		37,000
Altria Group, Inc. Notes, 7.65%, Due 7/01/08		350,000		387,752
Anadarko Petroleum Corporation Notes, 6.125%, Due 3/15/12		150,000		162,631
Bank of America Corporation Subordinated Notes, 7.40%, Due 1/15/11		650,000		763,409
British Telecom PLC Yankee Notes, 8.125%, Due 12/15/10		290,000		353,471
Capital One Bank Medium-Term Notes, 6.50%, Due 6/13/13		210,000		220,555
Cendant Corporation Notes, 6.25%, Due 3/15/10		100,000		108,912
Centerpoint Energy Resources Corporation Senior Notes, 7.875%, Due 4/01/13 (d)		100,000		113,400
Citigroup, Inc. Notes, 5.50%, Due 8/09/06		575,000		617,078
Citizens Communications Company Notes, 9.25%, Due 5/15/11		150,000		177,629
Citizens Communications Company Senior Notes, 8.50%, Due 5/15/06		200,000		218,513
Comcast Corporation Senior Notes, 5.85%, Due 1/15/10		250,000		267,336
Core Investment Grade Trust Pass-Thru Certificates, 4.727%, Due 11/30/07		1,400,000		1,455,076
Cox Communications, Inc. Notes, 7.75%, Due 8/15/06		250,000		280,581
Credit Suisse First Boston USA, Inc. Notes, 4.625%, Due 1/15/08		200,000		208,391
Credit Suisse First Boston USA, Inc. Notes, 6.50%, Due 1/15/12		250,000		278,696
DPL, Inc. Senior Notes, 6.875%, Due 9/01/11		250,000		261,250
DaimlerChrysler North America Holding Corporation Guaranteed Notes, 4.05%, Due 6/04/08		100,000		99,419
DaimlerChrysler North America Holding Corporation Notes, 7.75%, Due 1/18/11		200,000		229,027
Devon Financing Corporation ULC Notes, 6.875%, Due 9/30/11		350,000		397,478
Walt Disney Company Notes, 5.50%, Due 12/29/06		200,000		214,615
EOP Operating LP Notes, 6.75%, Due 2/15/12	$	350,000	$	387,198
European Investment Bank Yankee Notes:
3.00%, Due 6/16/08		290,000		289,138
4.625%, Due 3/01/07		500,000		531,562
Fiserv, Inc. Notes, 4.00%, Due 4/15/08		250,000		249,065
Florida Power & Light Company First Mortgage Notes, 6.875%, Due 12/01/05		110,000		119,725
Ford Motor Credit Company Notes:
6.50%, Due 1/25/07		250,000		266,491
7.00%, Due 10/01/13		550,000		581,101
7.375%, Due 2/01/11		435,000		474,782
7.60%, Due 8/01/05		160,000		171,074
France Telecom SA Yankee Notes, 9.00%, Due 3/01/11		350,000		421,066
Fred Meyer, Inc. Senior Notes, 7.375%, Due 3/01/05		205,000		217,248
General Electric Capital Corporation Notes:
2.75%, Due 9/25/06		530,000		532,294
5.875%, Due 2/15/12		550,000		592,062
6.50%, Due 12/10/07		250,000		279,981
General Motors Acceptance Corporation Notes, 6.875%, Due 9/15/11		370,000		399,136
General Motors Corporation Notes, 7.20%, Due 1/15/11		220,000		242,223
Goodrich Corporation Senior Notes, 7.625%, Due 12/15/12		100,000		115,727
Health Care Property Investment, Inc. Notes, 6.875%, Due 6/08/15 (Remarketing Date 6/08/05)		150,000		157,127
Health Care Property Investment, Inc. Senior Notes, 6.00%, Due 3/01/15		200,000		206,863
Highwoods Realty LP Notes, 7.00%, Due 12/01/06		400,000		434,259
Household Finance Corporation Senior Notes, 5.875%, Due 2/01/09		580,000		630,552
Hutchison Whampoa International, Ltd. Guaranteed Yankee Notes, 6.25%, Due 1/24/14 (d)		570,000		580,056
International Lease Finance Corporation Notes, 5.875%, Due 5/01/13		200,000		211,089
J.P. Morgan Chase & Company Subordinated Notes, 6.625%, Due 3/15/12		300,000		335,671
Jabil Circuit, Inc. Senior Notes, 5.875%, Due 7/15/10		300,000		313,344
KN Energy, Inc. Senior Notes, 6.65%, Due 3/01/05		250,000		264,106
Kraft Foods, Inc. Notes:
5.25%, Due 10/01/13		290,000		293,168
5.625%, Due 11/01/11		250,000		263,829
Kroger Company Notes, 6.75%, Due 4/15/12		100,000		110,980
Liberty Media Corporation Senior Notes, 5.70%, Due 5/15/13		300,000		304,035
Lockheed Martin Corporation Notes, 7.70%, Due 6/15/08		135,000		156,931
M&T Bank Corporation Floating Rate Subordinated Notes, 3.85%, Due 4/01/13		250,000		248,588
Merrill Lynch & Company, Inc. Notes, Tranche #312, 4.00%, Due 11/15/07		200,000		205,032
MetLife, Inc. Debentures, 3.911%, Due 5/15/05		205,000		210,888
MidAmerican Energy Holdings Company Senior Notes, 7.23%, Due 9/15/05		345,000		372,045

12

STRONG BALANCED FUND (continued)

	Shares or Principal Amount		Value (Note 2)
Morgan Stanley Notes, 5.80%, Due 4/01/07	$	500,000	$	543,894
Morgan Stanley Tracers, 6.804%, Due 6/15/12 (d)		252,000		281,773
National Rural Utilities Cooperative Finance Corporation Notes, 6.50%, Due 3/01/07		300,000		331,627
NiSource Finance Corporation Notes, 7.625%, Due 11/15/05		305,000		333,358
Norfolk Southern Corporation Senior Notes, 6.00%, Due 4/30/08		250,000		271,986
Normandy Finance, Ltd. Yankee Notes, 7.625%, Due 7/15/08 (d)		200,000		227,060
PCCW-HKT Capital Number 2, Ltd. Guaranteed Notes, 6.00%, Due 7/15/13 (d)		475,000		485,949
PNC Funding Corporation Subordinated Notes, 6.125%, Due 2/15/09		450,000		496,189
Pemex Project Funding Master Trust Notes, 7.375%, Due 12/15/14		310,000		332,475
Pioneer National Resources Company Senior Notes:
6.50%, Due 1/15/08		300,000		325,015
8.875%, Due 4/15/05		200,000		214,115
Principal Life Global Funding I Notes, Tranche #23, 3.625%, Due 4/30/08 (d)		250,000		249,927
Province of Quebec Notes, 5.00%, Due 7/17/09		335,000		354,621
Public Service Company of Colorado Corporate Notes, 7.875%, Due 10/01/12		175,000		212,746
Raytheon Company Notes, 6.55%, Due 3/15/10		255,000		281,671
Reliant Energy Resources Corporation Notes, 7.75%, Due 2/15/11		100,000		112,646
Republic of Chile Yankee Bonds, 5.50%, Due 1/15/13		150,000		154,650
Republic of Italy Yankee Notes, 3.625%, Due 9/14/07		300,000		306,440
Safeway, Inc. Notes, 4.80%, Due 7/16/07		200,000		207,754
Salomon Smith Barney Holdings, Inc. Senior Notes, 5.875%, Due 3/15/06		510,000		549,452
Sovereign Bancorp Senior Notes, 10.50%, Due 11/15/06		150,000		177,524
Sprint Capital Corporation Notes, 6.125%, Due 11/15/08		500,000		533,610
Telecom Italia Capital Senior Yankee Notes, Series B, 5.25%, Due 11/15/13 (d)		350,000		351,500
Telus Corporation Yankee Notes, 8.00%, Due 6/01/11		450,000		527,084
Texas Eastern Transmission Corporation Notes, 5.25%, Due 7/15/07		200,000		212,768
Time Warner Entertainment Company LP Senior Notes, 8.875%, Due 10/01/12		250,000		317,595
Travelers Property and Casualty Corporation Senior Notes, 5.00%, Due 3/15/13		150,000		150,373
Tyco International Group SA Senior Yankee Notes, 6.00%, Due 11/15/13 (d)		320,000		331,200
Tyson Foods, Inc. Notes:
7.25%, Due 10/01/06		100,000		109,652
8.25%, Due 10/01/11		250,000		290,316
UFJ Finance Aruba AEC Yankee Notes, 6.75%, Due 7/15/13		370,000		395,302
Union Pacific Corporation Notes, 5.75%, Due 10/15/07		305,000		329,425
United Mexican States Yankee Notes, 7.50%, Due 1/14/12	$	250,000	$	282,625
US Bancorp Notes, 3.125%, Due 3/15/08		300,000		296,131
Verizon Global Funding Corporation Notes, 4.375%, Due 6/01/13		300,000		284,051
Wal-Mart Stores, Inc. Notes, 3.375%, Due 10/01/08		365,000		362,037
Waste Management, Inc. Senior Notes, 6.50%, Due 11/15/08		200,000		220,336
Wells Fargo & Company Senior Notes, 5.25%, Due 12/01/07		415,000		444,897
XTO Energy, Inc. Senior Notes, 6.25%, Due 4/15/13		140,000		148,050
Total Corporate Bonds (Cost $30,741,216)				30,981,813
Non-Agency Mortgage & Asset-Backed Securities 1.2%
ABN AMRO Mortgage Corporation Variable Rate Pass-Thru Certificates, Series 2002-1A, Class IIA-3, 5.35%, Due 6/25/32		127,182		129,232
Asset Securitization Corporation Commercial Mortgage Pass-Thru Certificates, Series 1995-MD4, Class A-1, 7.10%, Due 8/13/29		581,261		623,377
Community Program Loan Trust Bonds, Series 1987, Class A-4, 4.50%, Due 10/01/18		1,208,082		1,206,400
Washington Mutual Mortgage Pass-Thru Certificates, Series 2002-AR7, Class A-6, 5.53%, Due 7/25/32		550,726		563,727
Total Non-Agency Mortgage & Asset-Backed Securities (Cost $2,466,780)				2,522,736
United States Government & Agency Issues 12.0%
FHLMC Adjustable Rate Participation Certificates, Pool #865469, 6.463%, Due 8/01/25		242,220		251,164
FHLMC Guaranteed Mortgage Adjustable Rate Participation Certificates, 4.732%, Due 7/25/43		476,592		491,783
FHLMC Notes:
5.50%, Due 7/15/06		150,000		161,713
5.75%, Due 3/15/09		1,115,000		1,227,281
6.00%, Due 6/15/11		800,000		889,263
FHLMC Participation Certificates:
5.00%, Due 1/15/19 (f)		1,240,000		1,263,250
6.50%, Due 12/01/10		704,525		748,716
8.00%, Due 3/01/16		507,418		550,548
10.25%, Due 3/01/15		34,497		38,456
10.50%, Due 1/01/16		4,367		4,959
FNMA Guaranteed Mortgage Adjustable Rate Pass-Thru Certificates, 6.96%, Due 1/01/07		2,071,750		2,266,782
FNMA Guaranteed Real Estate Mortgage Investment Conduit Pass-Thru Trust, 9.50%, Due 11/25/31		795,145		914,665
FNMA Guaranteed Real Estate Mortgage Investment Conduit Variable Rate Pass Thru Certificates, Series G92-61, Class FJ, 3.009%, Due 10/25/22		116,065		116,324

13

SCHEDULES OF INVESTMENTS IN SECURITIES (continued) December 31, 2003

STRONG BALANCED FUND (continued)

	Shares or Principal Amount		Value (Note 2)
FNMA Notes:
2.875%, Due 5/19/08	$	575,000	$	561,537
3.25%, Due 8/15/08		2,425,000		2,408,265
4.375%, Due 10/15/06 (c)		200,000		210,226
4.625%, Due 10/15/13		955,000		950,125
5.25%, Due 6/15/06		1,500,000		1,605,516
5.50%, Due 2/15/06		2,560,000		2,741,975
5.75%, Due 2/15/08		1,000,000		1,099,554
GNMA Guaranteed Pass-Thru Certificates, 7.50%, Due 12/15/07		258,674		272,188
United States Treasury Notes:
1.25%, Due 5/31/05		1,500,000		1,496,485
3.375%, Due 11/15/08		550,000		554,534
4.25%, Due 11/15/13		385,000		384,699
5.75%, Due 11/15/05		1,025,000		1,100,835
6.50%, Due 2/15/10		90,000		104,611
10.375%, Due 11/15/12		1,985,000		2,533,124
Total United States Government & Agency Issues (Cost $24,618,210)				24,948,578
Short-Term Investments (a) 10.8 %
Collateral Received for Securities Lending (h) 6.6%
Navigator Prime Portfolio		13,814,710		13,814,710
Corporate Bonds 0.3%
Regency Centers LP Notes, 7.40%, Due 4/01/04	$	250,000		253,680
Tyson Foods, Inc. Notes, 6.625%, Due 10/01/04		210,000		215,822
WMX Technologies, Inc. Notes, 8.00%, Due 4/30/04		110,000		112,007
				581,509
Repurchase Agreements 2.2%
ABN AMRO Inc. (Dated 12/31/03), 0.95%, Due 1/02/04 (Repurchase proceeds $3,400,179); Collateralized by: United States Government & Agency Issues (e)		3,400,000		3,400,000
State Street Bank (Dated 12/31/03), 0.75%, Due 1/02/04 (Repurchase proceeds $1,098,046); Collateralized by: United States Government & Agency Issues (e)		1,098,000		1,098,000
				4,498,000
United States Government & Agency Issues 1.7%
FNMA Notes, 3.50%, Due 9/15/04		3,000,000		3,047,571
United States Treasury Bills, Due 1/15/04 thru 2/19/04		505,000		504,512
United States Treasury Bills, Due 2/26/04 (c)		100,000		99,878
				3,651,961
Total Short-Term Investments (Cost $22,528,832)				22,546,180
Total Investments in Securities (Cost $202,818,685) 106.9%				223,340,619
Other Assets and Liabilities, Net (6.9%)				(14,385,594	)
Net Assets 100.0%			$	208,955,025

FUTURES
	Expiration Date	Underlying Face Amount at Value			Unrealized Appreciation/ (Depreciation)
Purchased:
10 Five-Year U.S. Treasury Notes	3/04	$	1,116,250		$	15,816
Sold:
7 Ten-Year U.S. Treasury Notes	3/04		(785,859	)		(12,281	)

WRITTEN OPTIONS ACTIVITY
	Contracts		Premiums
Options outstanding at beginning of year	—		$	—
Options written during the year	350			10,919
Options closed	(350	)		(10,919	)
Options expired	—			—
Options exercised	—			—
Options outstanding at end of year	—		$	—

STRONG LARGE CAP CORE FUND

	Shares or Principal Amount	Value (Notes 2)
Common Stocks 98.5%
Banks - Money Center 6.9%
Citigroup, Inc.	3,900	$	189,306
J.P. Morgan Chase & Company	2,500		91,825
			281,131
Banks - Super Regional 1.7%
Northern Trust Company	1,500		69,630
Beverages - Alcoholic 1.8%
Anheuser-Busch Companies, Inc.	1,400		73,752
Building - Resident/Commercial 15.4%
Centex Corporation	1,500		161,475
D.R. Horton, Inc.	2,700		116,802
KB HOME	1,400		101,528
Lennar Corporation Class A	1,300		124,800
Pulte Homes, Inc.	1,300		121,706
			626,311
Computer - IT Services 3.0%
International Business Machines Corporation	1,300		120,484
Computer - Local Networks 2.8%
Cisco Systems, Inc. (b)	4,600		111,734
Computer - Manufacturers 1.9%
Dell, Inc. (b)	2,300		78,108
Computer Software - Desktop 2.6%
Microsoft Corporation	3,800		104,652
Computer Software - Enterprise 2.3%
VERITAS Software Corporation (b)	2,500		92,900
Diversified Operations 7.2%
3M Co.	1,600		136,048
General Electric Company	2,000		61,960
Time Warner, Inc. (b)	5,200		93,548
			291,556

14

STRONG LARGE CAP CORE FUND (continued)

	Shares or Principal Amount		Value (Note 2)
Electronics - Semiconductor Manufacturing 4.4%
Intel Corporation		5,600	$	180,320
Finance - Consumer/Commercial Loans 2.1%
MBNA Corporation		3,500		86,975
Finance - Investment Brokers 5.2%
The Goldman Sachs Group, Inc.		1,000		98,730
Merrill Lynch & Company, Inc.		1,900		111,435
				210,165
Finance - Mortgage & Related Services 2.0%
Countrywide Financial Corporation		1,066		80,856
Insurance - Property/Casualty/Title 2.1%
The Progressive Corporation		1,000		83,590
Internet - Content 2.8%
Yahoo! Inc. (b)		2,500		112,925
Machinery - Construction/Mining 2.9%
Caterpillar, Inc.		1,400		116,228
Medical - Ethical Drugs 6.0%
Eli Lilly & Company		1,700		119,561
Pfizer, Inc.		3,500		123,655
				243,216
Medical - Generic Drugs 2.0%
Teva Pharmaceutical Industries, Ltd. ADR		1,400		79,394
Oil & Gas - Field Services 2.8%
Schlumberger, Ltd.		2,100		114,912
Oil & Gas - International Exploration & Production 1.7%
Unocal Corporation		1,900		69,977
Oil & Gas - International Integrated 2.3%
ConocoPhillips		1,400		91,798
Retail - Restaurants 3.2%
McDonald’s Corporation		5,300		131,599
Retail/Wholesale - Building Products 3.5%
The Home Depot, Inc.		2,000		70,980
Lowe’s Companies, Inc.		1,300		72,007
				142,987
Soap & Cleaning Preparations 1.8%
Clorox Company		1,500		72,840
Telecommunications - Wireless Services 2.8%
Nextel Communications, Inc. Class A (b)		4,000		112,240
Tobacco 3.8%
Altria Group, Inc.		2,800		152,376
Utility - Electric Power 1.5%
The Southern Company		2,000		60,500
Total Common Stocks (Cost $3,167,389)				3,993,156
Short-Term Investments (a) 1.4 %
Repurchase Agreements
State Street Bank (Dated 12/31/03), 0.75%, Due 1/02/04 (Repurchase proceeds $59,002); Collateralized by United States Government & Agency Issues (e)	$	59,000	$	59,000
Total Short-Term Investments (Cost $59,000)				59,000
Total Investments in Securities (Cost $3,226,389) 99.9%				4,052,156
Other Assets and Liabilities, Net 0.1%				2,298
Net Assets 100.0%			$	4,054,454

STRONG GROWTH AND INCOME FUND

	Shares or Principal Amount	Value (Note 2)
Common Stocks 99.9%
Aerospace - Defense 1.8%
The Boeing Company	94,800	$	3,994,872
General Dynamics Corporation	26,300		2,377,257
Lockheed Martin Corporation	76,300		3,921,820
Northrop Grumman Corporation	32,000		3,059,200
			13,353,149
Auto Manufacturers - Domestic 0.6%
General Motors Corporation	83,600		4,464,240
Banks - Money Center 6.1%
Bank of America Corporation	140,600		11,308,458
The Bank of New York Company, Inc.	171,800		5,690,016
Citigroup, Inc.	478,200		23,211,828
J.P.Morgan Chase & Company	161,100		5,917,203
			46,127,505
Banks - Super Regional 3.8%
Bank One Corporation	118,200		5,388,738
U.S.Bancorp	299,200		8,910,176
Wachovia Corporation	109,900		5,120,241
Wells Fargo Company	163,000		9,599,070
			29,018,225
Beverages - Soft Drinks 1.4%
The Coca-Cola Company	204,600		10,383,450
Building - Resident/Commercial 0.5%
Lennar Corporation Class A	35,500		3,408,000
Chemicals - Basic 0.5%
The Dow Chemical Company	90,200		3,749,614
Chemicals - Specialty 0.6%
Air Products & Chemicals, Inc.	88,900		4,696,587
Commercial Services - Miscellaneous 0.3%
Paychex, Inc.	55,000		2,046,000
Commercial Services - Staffing 0.2%
Robert Half International, Inc. (b)	72,800		1,699,152
Computer - Data Storage 0.5%
EMC Corporation (b)	294,400		3,803,648

15

SCHEDULES OF INVESTMENTS IN SECURITIES (continued) December 31, 2003

STRONG GROWTH AND INCOME FUND (continued)

	Shares or Principal Amount	Value (Note 2)
Computer - IT Services 2.2%
Computer Sciences Corporation (b)	44,200	$	1,954,966
International Business Machines Corporation	156,700		14,522,956
			16,477,922
Computer - Local Networks 2.6%
Cisco Systems, Inc. (b)	809,300		19,657,897
Computer - Manufacturers 1.7%
Dell, Inc. (b)	216,000		7,335,360
Hewlett-Packard Company	238,500		5,478,345
			12,813,705
Computer Software - Desktop 3.7%
Microsoft Corporation	1,009,500		27,801,630
Computer Software - Enterprise 1.7%
Mercury Interactive Corporation (b)	32,800		1,595,392
Oracle Systems Corporation (b)	501,400		6,618,480
VERITAS Software Corporation (b)	128,700		4,782,492
			12,996,364
Cosmetics - Personal Care 0.5%
The Gillette Company	97,500		3,581,175
Diversified Operations 8.0%
3M Co.	99,900		8,494,497
E.I. Du Pont de Nemours & Company	75,700		3,473,873
Emerson Electric Company	67,900		4,396,525
General Electric Company	805,900		24,966,782
Time Warner, Inc. (b)	443,000		7,969,570
Tyco International, Ltd.	244,700		6,484,550
United Technologies Corporation	48,300		4,577,391
			60,363,188
Electronics - Semiconductor Manufacturing 4.7%
Applied Materials, Inc. (b)	184,700		4,146,515
Intel Corporation	590,100		19,001,220
Linear Technology Corporation	107,300		4,514,111
National Semiconductor Corporation (b)	43,900		1,730,099
Texas Instruments, Inc.	125,300		3,681,314
Xilinx, Inc. (b)	69,800		2,704,052
			35,777,311
Finance - Consumer/Commercial Loans 0.4%
MBNA Corporation	134,800		3,349,780
Finance - Investment Brokers 2.2%
The Goldman Sachs Group, Inc.	52,655		5,198,628
Merrill Lynch & Company, Inc.	100,000		5,865,000
Morgan Stanley	90,600		5,243,022
			16,306,650
Finance - Investment Management 0.5%
Franklin Resources, Inc.	75,900		3,951,354
Finance - Mortgage & Related Services 1.3%
Countrywide Financial Corporation	28,666		2,174,316
FNMA	98,600		7,400,916
			9,575,232
Finance - Savings & Loan 0.4%
Golden West Financial Corporation	29,700		3,064,743
Financial Services - Miscellaneous 1.3%
American Express Company	209,000		10,080,070
Food - Confectionery 0.3%
Hershey Foods Corporation	31,400		2,417,486
Food - Miscellaneous Preparation 1.6%
H.J. Heinz Company	94,000	$	3,424,420
Kellogg Company	70,900		2,699,872
PepsiCo, Inc.	127,200		5,930,064
			12,054,356
Insurance - Diversified 2.3%
American International Group, Inc.	259,200		17,179,776
Insurance - Life 0.5%
MetLife, Inc.	119,300		4,016,831
Insurance - Property/Casualty/Title 1.6%
ACE, Ltd.	76,800		3,181,056
Hartford Financial Services Group, Inc.	105,500		6,227,665
The PMI Group, Inc.	70,500		2,624,715
			12,033,436
Internet - Content 0.8%
Yahoo! Inc. (b)	138,300		6,247,011
Internet - E*Commerce 0.6%
eBay, Inc. (b)	65,500		4,230,645
Leisure - Gaming/Equipment 0.8%
International Game Technology	158,900		5,672,730
Leisure - Hotels & Motels 0.5%
Starwood Hotels & Resorts Worldwide, Inc.	107,500		3,866,775
Leisure - Services 0.7%
Cendant Corporation (b)	231,700		5,159,959
Machinery - Construction/Mining 0.7%
Caterpillar, Inc.	64,500		5,354,790
Machinery - Farm 0.5%
Deere & Company	53,600		3,486,680
Machinery - General Industrial 1.1%
Ingersoll-Rand Company Class A	70,700		4,799,116
Parker-Hannifin Corporation	55,100		3,278,450
			8,077,566
Media - Cable TV 0.4%
Comcast Corporation Class A (Non-Voting) (b)	99,700		3,118,616
Media - Newspapers 1.3%
Gannett Company, Inc.	72,100		6,428,436
Tribune Company	62,500		3,225,000
			9,653,436
Media - Radio/TV 1.5%
Clear Channel Communications, Inc.	80,900		3,788,547
Viacom, Inc. Class B	169,900		7,540,162
			11,328,709
Medical - Biomedical/Biotechnology 1.1%
Amgen, Inc. (b)	88,000		5,438,400
Genzyme Corporation (b)	54,300		2,679,162
			8,117,562
Medical - Drug/Diversified 2.0%
Abbott Laboratories	160,700		7,488,620
Johnson & Johnson	154,500		7,981,470
			15,470,090

16

STRONG GROWTH AND INCOME FUND (continued)

	Shares or Principal Amount			Value (Note 2)
Medical - Ethical Drugs 5.0%
Forest Laboratories, Inc. (b)		54,000		$	3,337,200
Eli Lilly & Company		81,900			5,760,027
Pfizer, Inc.		709,500			25,066,635
Wyeth		90,900			3,858,705
					38,022,567
Medical - Genetics 0.5%
Genentech, Inc. (b)		43,600			4,079,652
Medical - Health Maintenance Organizations 1.0%
UnitedHealth Group, Inc.		126,400			7,353,952
Medical - Products 2.9%
Biomet, Inc.		73,770			2,685,966
Boston Scientific Corporation (b)		94,300			3,466,468
Guidant Corporation		31,100			1,872,220
Medtronic, Inc.		96,500			4,690,865
St. Jude Medical, Inc. (b)		79,000			4,846,650
Zimmer Holdings, Inc. (b)		57,900			4,076,160
					21,638,329
Medical - Wholesale Drugs/Sundries 0.3%
AmerisourceBergen Corporation		40,900			2,296,535
Metal Ores - Gold/Silver 0.4%
Newmont Mining Corporation Holding Company		64,300			3,125,623
Metal Ores - Miscellaneous 0.8%
Alcoa, Inc.		153,930			5,849,340
Oil & Gas - Field Services 1.0%
Schlumberger, Ltd.		132,600			7,255,872
Oil & Gas - International Integrated 4.7%
ChevronTexaco Corporation		103,900			8,975,921
ConocoPhillips		74,600			4,891,522
Exxon Mobil Corporation		527,100			21,611,100
					35,478,543
Oil & Gas - United States Exploration & Production 0.8%
Apache Corporation		78,520			6,367,972
Paper & Paper Products 0.8%
Temple-Inland, Inc.		94,500			5,922,315
Retail - Consumer Electronics 0.6%
Best Buy Company, Inc.		88,800			4,638,912
Retail - Department Stores 0.2%
Federated Department Stores, Inc.		39,300			1,852,209
Retail - Major Discount Chains 3.0%
Target Corporation		166,700			6,401,280
Wal-Mart Stores, Inc.		308,800			16,381,840
					22,783,120
Retail - Restaurants 0.3%
McDonald’s Corporation		89,600			2,224,768
Retail/Wholesale - Building Products 1.9%
The Home Depot, Inc.		258,600			9,177,714
Lowe’s Companies, Inc.		96,900			5,367,291
					14,545,005
Retail/Wholesale - Office Supplies 0.5%
Staples, Inc. (b)		145,600			3,974,880
Soap & Cleaning Preparations 1.3%
The Procter & Gamble Company		102,100		$	10,197,748
Telecommunications - Fiber Optics 0.2%
Corning, Inc. (b)		141,200			1,472,716
Telecommunications - Services 2.1%
BellSouth Corporation		150,600			4,261,980
SBC Communications, Inc.		148,700			3,876,609
Verizon Communications, Inc.		211,100			7,405,388
					15,543,977
Telecommunications - Wireless Equipment 1.1%
Motorola, Inc.		184,200			2,591,694
Qualcomm, Inc.		100,470			5,418,347
					8,010,041
Telecommunications - Wireless Services 0.6%
Nextel Communications, Inc. Class A (b)		170,000			4,770,200
Tobacco 1.2%
Altria Group, Inc.		166,400			9,055,488
Transportation - Air Freight 0.9%
United Parcel Service, Inc. Class B		89,200			6,649,860
Transportation - Rail 0.8%
Union Pacific Corporation		87,300			6,065,604
Trucks & Parts - Heavy Duty 0.2%
PACCAR, Inc.		18,000			1,532,160
Utility - Electric Power 1.0%
Exelon Corporation		116,700			7,744,212
Total Common Stocks (Cost $575,143,485)					754,484,645
Short-Term Investments (a) 0.8 %
Collateral Received for Securities Lending (h) 0.8%
Navigator Prime Portfolio		6,058,366			6,058,366
Repurchase Agreements 0.0%
State Street Bank (Dated 12/31/03), 0.75%, Due 1/02/04 (Repurchase proceeds $35,301); Collateralized by: United States Government & Agency Issues (e)	$	35,300			35,300
Total Short-Term Investments (Cost $6,093,666)					6,093,666
Total Investments in Securities (Cost $581,237,151) 100.7%					760,578,311
Other Assets and Liabilities, Net (0.7%)					(5,590,056	)
Net Assets 100.0%				$	754,988,255
WRITTEN OPTIONS ACTIVITY
	Contracts			Premiums
Options outstanding at beginning of year		—		$	—
Options written during the year		1,870			58,341
Options closed		(1,870	)		(58,341	)
Options expired		—			—
Options exercised		—			—
Options outstanding at end of year		—		$	—

17

SCHEDULES OF INVESTMENTS IN SECURITIES (continued) December 31, 2003

STRONG OPPORTUNITY FUND

	Shares or Principal Amount	Value (Note 2)
Common Stocks 96.4%
Auto/Truck - Original Equipment 1.5%
Eaton Corporation	385,000	$	41,572,300
Banks - Southeast 1.6%
Synovus Financial Corporation	1,555,000		44,970,600
Banks - Super Regional 2.7%
Comerica, Inc.	710,000		39,802,600
Wachovia Corporation	770,000		35,874,300
			75,676,900
Beverages - Soft Drinks 1.5%
The Pepsi Bottling Group, Inc.	1,725,000		41,710,500
Building - Air Conditioning & Heating Products 1.4%
American Standard Companies, Inc. (b)	410,000		41,287,000
Building - Construction Products/ Miscellaneous 2.5%
Masco Corporation	1,295,000		35,495,950
Mohawk Industries, Inc. (b)	505,000		35,622,700
			71,118,650
Building Products - Wood 1.2%
Weyerhaeuser Company	530,000		33,920,000
Chemicals - Specialty 1.8%
Praxair, Inc.	1,355,000		51,761,000
Commercial Services - Advertising 0.9%
The Interpublic Group of Companies, Inc. (b)	1,664,800		25,970,880
Computer - Data Storage 1.3%
Network Appliance, Inc. (b)	1,865,000		38,288,450
Computer - IT Services 3.1%
Accenture, Ltd. Class A (b)	1,520,000		40,006,400
Computer Sciences Corporation (b)	940,000		41,576,200
Unisys Corporation (b)	400,000		5,940,000
			87,522,600
Computer - Software Design 2.9%
Cadence Design Systems, Inc. (b)	2,705,000		48,635,900
Synopsys, Inc. (b)	995,000		33,591,200
			82,227,100
Computer Software - Financial 1.6%
DST Systems, Inc. (b)	1,100,000		45,936,000
Computer Software - Security 1.7%
VeriSign, Inc. (b)	2,955,000		48,166,500
Diversified Operations 1.3%
Time Warner, Inc. (b)	2,000,000		35,980,000
Electronics - Contract Manufacturing 3.4%
Flextronics International, Ltd. (b)	2,900,000		43,036,000
Sanmina - SCI Corporation (b)	4,210,000		53,088,100
			96,124,100
Electronics - Miscellaneous Components 1.7%
Molex, Inc. Class A	1,665,000		48,884,400
Electronics - Parts Distributors 1.5%
W.W. Grainger, Inc.	875,000		41,466,250
Electronics - Scientific Measuring 1.8%
Waters Corporation (b)	1,565,000	$	51,895,400
Electronics - Semiconductor Manufacturing 1.3%
Taiwan Semiconductor Manufacturing Company, Ltd. Sponsored ADR (b)	3,725,000		38,144,000
Finance - Consumer/Commercial Loans 1.4%
CIT Group, Inc.	1,105,000		39,724,750
Finance - Index Tracking Funds 1.2%
iShares Small Cap 600 Index Fund	265,000		35,515,300
Finance - Publicly Traded Investment Funds-Equity (Non 40 Act) 1.4%
Biotech Holders Trust	290,000		39,239,900
Food - Miscellaneous Preparation 0.9%
General Mills, Inc.	540,000		24,462,000
Insurance - Property/Casualty/Title 4.2%
ACE, Ltd.	1,050,000		43,491,000
MGIC Investment Corporation	800,000		45,552,000
XL Capital, Ltd. Class A	400,000		31,020,000
			120,063,000
Internet - Content 0.8%
CNET Networks, Inc. (b)	3,430,000		23,392,600
Internet - E*Commerce 1.1%
InterActiveCorp (b)	890,000		30,197,700
Leisure - Photo Equipment/Related 0.8%
Fuji Photo Film Company, Ltd. (JPY) (i)	700,000		22,827,175
Machinery - General Industrial 1.4%
Dover Corporation	1,000,000		39,750,000
Media - Cable TV 4.4%
Comcast Corporation Class A (Non-Voting) (b)	1,555,000		48,640,400
Cox Communications, Inc. Class A (b)	1,240,000		42,718,000
Hughes Electronics Corporation (b)	2,058,040		34,060,562
Telewest Communications PLC (GBP) (b) (i)	39,540,000		1,341,450
			126,760,412
Media - Newspapers 3.4%
The E.W. Scripps Company Class A	555,000		52,247,700
Tribune Company	875,000		45,150,000
			97,397,700
Media - Radio/TV 1.6%
Liberty Media Corporation Class A (b)	3,820,000		45,419,800
Medical - Biomedical/Biotechnology 1.5%
Biogen Idec, Inc. (b)	1,140,000		41,929,200
Medical - Genetics 1.3%
Genentech, Inc. (b)	400,000		37,428,000
Medical/Dental - Supplies 1.6%
Apogent Technologies, Inc. (b)	1,925,000		44,352,000
Metal Ores - Gold/Silver 1.5%
Barrick Gold Corporation	1,850,000		42,013,500

18

STRONG OPPORTUNITY FUND (continued)

	Shares or Principal Amount			Value (Note 2)
Metal Products - Fasteners 1.4%
Illinois Tool Works, Inc.		480,000		$	40,276,800
Office - Equipment & Automation 0.7%
Canon, Inc. (JPY) (i)		430,000			20,414,030
Oil & Gas - Drilling 2.9%
ENSCO International, Inc.		1,515,000			41,162,550
GlobalSantaFe Corporation		1,680,000			41,714,400
					82,876,950
Oil & Gas - International Exploration & Production 1.6%
Unocal Corporation		1,245,000			45,853,350
Oil & Gas - International Integrated 1.6%
ConocoPhillips		680,000			44,587,600
Oil & Gas - Machinery/Equipment 1.7%
Weatherford International, Ltd. (b)		1,350,000			48,600,000
Oil & Gas - United States Exploration & Production 3.4%
Apache Corporation		670,000			54,337,000
Devon Energy Corporation		750,000			42,945,000
					97,282,000
Pollution Control - Services 1.4%
Waste Management, Inc.		1,400,000			41,440,000
Retail - Clothing/Shoes 4.4%
Abercrombie & Fitch Company Class A (b)		1,500,000			37,065,000
Nordstrom, Inc.		1,510,000			51,793,000
The TJX Companies, Inc.		1,644,200			36,254,610
					125,112,610
Retail - Major Discount Chains 1.4%
Target Corporation		1,055,000			40,512,000
Retail - Restaurants 1.5%
Brinker International, Inc. (b)		1,285,000			42,610,600
Retail - Super/Mini Markets 1.3%
Safeway, Inc. (b)		1,750,000			38,342,500
Retail/Wholesale - Office Supplies 1.3%
Staples, Inc. (b)		1,415,000			38,629,500
Telecommunications - Fiber Optics 1.4%
Corning, Inc. (b)		3,800,000			39,634,000
Telecommunications - Wireless Services 3.0%
Sprint Corporation - PCS Group (b)		7,440,000			41,812,800
United States Cellular Corporation (b)		1,210,000			42,955,000
					84,767,800
Transportation - Airline 0.9%
Northwest Airlines Corporation Class A (b)		1,945,000			24,545,900
Utility - Gas Distribution 1.3%
NiSource, Inc.		1,700,000			37,298,000
Total Common Stocks (Cost $2,097,057,597)					2,745,879,307
Preferred Stocks 0.2%
Media - Cable TV
News Corporation, Ltd. Sponsored ADR		230,185			6,963,096
Total Preferred Stocks (Cost $6,700,275)					6,963,096
Short-Term Investments (a) 6.2%
Collateral Received for Securities Lending (h) 2.6%
Navigator Prime Portfolio		75,370,735		$	75,370,735
Repurchase Agreements 3.6%
ABN AMRO Inc. (Dated 12/31/03), 0.95%, Due 1/02/04 (Repurchase proceeds $96,905,114); Collateralized by: United States Government & Agency Issues (e)	$	96,900,000			96,900,000
State Street Bank (Dated 12/31/03), 0.75%, Due 1/02/04 (Repurchase proceeds $4,485,787); Collateralized by: United States Government & Agency Issues (e)		4,485,600			4,485,600
					101,385,600
Total Short-Term Investments (Cost $176,756,335)					176,756,335
Total Investments in Securities (Cost $2,280,514,207) 102.8%					2,929,598,738
Other Assets and Liabilities, Net (2.8%)					(79,501,690	)
Net Assets 100.0%				$	2,850,097,048
WRITTEN OPTIONS ACTIVITY
	Contracts			Premiums
Options outstanding at beginning of year		666		$	2,664,000
Options written during the year		5,191			6,356,558
Options closed		(3,332	)		(7,894,870	)
Options expired		(25	)		(182,425	)
Options exercised		(2,500	)		(943,263	)
Options outstanding at end of year		—		$	—

CURRENCY ABBREVIATIONS
GBP	— British Pound
JPY	— Japanese Yen

LEGEND

(a) Short-term investments include any security which has a remaining maturity of less than one year and investments in money market funds.

(b) Non-income producing security.

(c) All or a portion of security is pledged to cover margin requirements on open futures contracts.

(d) Restricted security.

(e) See Note 2(J) of Notes to Financial Statements.

(f) All or a portion of security is when-issued.

(g) Illiquid security.

(h) See Note 2(K) of Notes to Financial Statements.

(i) Security trades in foreign currency and is converted to U.S. dollars daily using current exchange rates.

Percentages are stated as a percent of net assets.

See Notes to Financial Statements.

19

STATEMENTS OF ASSETS AND LIABILITIES

December 31, 2003

	(In Thousands, Except Per Share Amounts)
	Strong Balanced Fund			Strong Large Cap Core Fund
Assets:
Investments in Securities, at Value (Cost of $202,819 and $3,226, respectively)	$	223,341		$	4,052
Receivable for Securities Sold		445			—
Receivable for Fund Shares Sold		29			—
Dividends and Interest Receivable		943			4
Other Assets		29			5
Total Assets		224,787			4,061
Liabilities:
Payable for Securities Purchased		1,817			—
Payable for Fund Shares Redeemed		102			—
Payable Upon Return of Securities on Loan		13,815			—
Accrued Operating Expenses and Other Liabilities		98			7
Total Liabilities		15,832			7
Net Assets	$	208,955		$	4,054
Net Assets Consist of:
Capital Stock (Par Value and Paid-in Capital)	$	221,876		$	4,592
Undistributed Net Investment Income (Loss)		—			—
Undistributed Net Realized Gain (Loss)		(33,446	)		(1,364	)
Net Unrealized Appreciation (Depreciation)		20,525			826
Net Assets	$	208,955		$	4,054
Capital Shares Outstanding (Unlimited Number Authorized)		11,221			405
Net Asset Value Per Share	$	18.62		$	10.01

See Notes to Financial Statements.

20

STATEMENTS OF ASSETS AND LIABILITIES (continued)

December 31, 2003

	(In Thousands, Except As Noted)
	Strong Growth and Income  Fund
Assets:
Investments in Securities, at Value (Cost of $ 581,237)	$	760,578
Receivable for Securities Sold		2,584
Receivable for Fund Shares Sold		132
Dividends and Interest Receivable		908
Other Assets		48
Total Assets		764,250
Liabilities:
Payable for Securities Purchased		2,409
Payable for Fund Shares Redeemed		486
Payable Upon Return of Securities on Loan		6,058
Accrued Operating Expenses and Other Liabilities		309
Total Liabilities		9,262
Net Assets	$	754,988
Net Assets Consist of:
Capital Stock (Par Value and Paid-in Capital)	$	832,966
Undistributed Net Investment Income (Loss)		279
Undistributed Net Realized Gain (Loss)		(257,598	)
Net Unrealized Appreciation (Depreciation)		179,341
Net Assets	$	754,988
Investor Class ($ and shares in full)
Net Assets	$	633,210,582
Capital Shares Outstanding (Unlimited Number Authorized)		32,175,742
Net Asset Value Per Share	$	19.68
Institutional Class ($ and shares in full)
Net Assets	$	83,589,343
Capital Shares Outstanding (Unlimited Number Authorized)		4,237,843
Net Asset Value Per Share	$	19.72
Advisor Class ($ and shares in full)
Net Assets	$	8,631,190
Capital Shares Outstanding (Unlimited Number Authorized)		440,991
Net Asset Value Per Share	$	19.57
Class K ($ and shares in full)
Net Assets	$	29,557,140
Capital Shares Outstanding (Unlimited Number Authorized)		1,514,119
Net Asset Value Per Share	$	19.52

See Notes to Financial Statements.

21

STATEMENTS OF ASSETS AND LIABILITIES (continued)

December 31, 2003

	(In Thousands, Except As Noted)
	Strong Opportunity Fund
Assets:
Investments in Securities, at Value (Cost of $2,280,514)	$	2,929,599
Receivable for Securities Sold		9,101
Receivable for Fund Shares Sold		356
Dividends and Interest Receivable		1,319
Other Assets		55
Total Assets		2,940,430
Liabilities:
Payable for Fund Shares Redeemed		14,073
Payable Upon Return of Securities on Loan		75,371
Accrued Operating Expenses and Other Liabilities		889
Total Liabilities		90,333
Net Assets	$	2,850,097
Net Assets Consist of:
Capital Stock (Par Value and Paid-in Capital)	$	2,660,379
Undistributed Net Investment Income (Loss)		—
Undistributed Net Realized Gain (Loss)		(459,367	)
Net Unrealized Appreciation (Depreciation)		649,085
Net Assets	$	2,850,097
Investor Class ($ and shares in full)
Net Assets	$	2,709,451,985
Capital Shares Outstanding (Unlimited Number Authorized)		68,688,849
Net Asset Value Per Share	$	39.45
Advisor Class ($ and shares in full)
Net Assets	$	140,500,415
Capital Shares Outstanding (Unlimited Number Authorized)		3,608,588
Net Asset Value Per Share	$	38.94
Class K ($ and shares in full)
Net Assets	$	144,648
Capital Shares Outstanding (Unlimited Number Authorized)		3,655
Net Asset Value Per Share	$	39.58

See Notes to Financial Statements.

22

STATEMENTS OF OPERATIONS

For the Year Ended December 31, 2003

	(In Thousands)
	Strong Balanced Fund			Strong Large Cap Core Fund
Income:
Dividends	$	2,344		$	65
Interest		2,760			1
Total Income		5,104			66
Expenses:
Investment Advisory Fees		1,201			30
Administrative Fees		651			12
Custodian Fees		59			1
Shareholder Servicing Costs		719			33
Reports to Shareholders		80			12
Professional Fees		50			11
Federal and State Registration Fees		27			15
Other		45			4
Total Expenses before Expense Offsets		2,832			118
Expense Offsets (Note 4)		(92	)		(52	)
Expenses, Net		2,740			66
Net Investment Income (Loss)		2,364			—
Realized and Unrealized Gain (Loss):
Net Realized Gain (Loss) on:
Investments		17,602			(336	)
Written Options		(49	)		—
Futures Contracts		(242	)		—
Forward Foreign Currency Contracts		20			—
Swaps		10			—
Net Realized Gain (Loss)		17,341			(336	)
Net Change in Unrealized Appreciation/(Depreciation) on:
Investments		15,130			1,205
Futures Contracts		98			—
Net Change in Unrealized Appreciation/Depreciation		15,228			1,205
Net Gain (Loss) on Investments		32,569			869
Net Increase (Decrease) in Net Assets Resulting from Operations	$	34,933		$	869

See Notes to Financial Statements.

23

STATEMENTS OF OPERATIONS (continued)

For the Year Ended December 31, 2003

	(In Thousands)
	Strong Growth and Income Fund
Income:
Dividends (net of foreign withholding taxes of $13)	$	12,149
Interest		164
Total Income		12,313
Expenses (Note 4):
Investment Advisory Fees		4,154
Administrative Fees		2,035
Custodian Fees		55
Shareholder Servicing Costs		3,020
12b-1 Fees		22
Other		629
Total Expenses before Expense Offsets		9,915
Expense Offsets		(136	)
Expenses, Net		9,779
Net Investment Income (Loss)		2,534
Realized and Unrealized Gain (Loss):
Net Realized Gain (Loss) on:
Investments		18,817
Written Options		(259	)
Net Realized Gain (Loss)		18,558
Net Change in Unrealized Appreciation/Depreciation on Investments		142,318
Net Gain (Loss) on Investments		160,876
Net Increase (Decrease) in Net Assets Resulting from Operations	$	163,410

See Notes to Financial Statements.

24

STATEMENTS OF OPERATIONS (continued)

For the Year Ended December 31, 2003

	(In Thousands)
	Strong Opportunity Fund
Income:
Dividends – Unaffiliated Issuers (net of foreign withholding taxes of $54)	$	23,912
Dividends – Affiliated Issuers		917
Interest		2,359
Total Income		27,188
Expenses (Note 4):
Investment Advisory Fees		20,922
Administrative Fees		8,371
Custodian Fees		149
Shareholder Servicing Costs		8,203
12b-1 Fees		303
Other		1,831
Total Expenses before Expense Offsets		39,779
Expense Offsets		(421	)
Expenses, Net		39,358
Net Investment Income (Loss)		(12,170	)
Realized and Unrealized Gain (Loss):
Net Realized Gain (Loss) on:
Investments		(8,725	)
Written Options		7,125
Foreign Currencies		2
Net Realized Gain (Loss)		(1,598	)
Net Change in Unrealized Appreciation/Depreciation on:
Investments		910,433
Written Options		(1,858	)
Net Change in Unrealized Appreciation/Depreciation		908,575
Net Gain (Loss) on Investments		906,977
Net Increase (Decrease) in Net Assets Resulting from Operations	$	894,807

See Notes to Financial Statements.

25

STATEMENTS OF CHANGES IN NET ASSETS

	(In Thousands)
	Strong Balanced Fund
	Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002
Operations:
Net Investment Income (Loss)	$	2,364		$	5,747
Net Realized Gain (Loss)		17,341			(26,054	)
Net Change in Unrealized Appreciation/Depreciation		15,228			(14,413	)
Net Increase (Decrease) in Net Assets Resulting from Operations		34,933			(34,720	)
Distributions From Net Investment Income		(2,605	)		(5,924	)
Capital Share Transactions (Note 8):
Net Increase (Decrease) in Net Assets from Capital Share Transactions		(41,388	)		(41,363	)
Total Increase (Decrease) in Net Assets		(9,060	)		(82,007	)
Net Assets:
Beginning of Year		218,015			300,022
End of Year	$	208,955		$	218,015
Undistributed Net Investment Income (Loss)	$	—		$	27
	Strong Large Cap Core Fund
	Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002
Operations:
Net Investment Income (Loss)	$	—		$	(44	)
Net Realized Gain (Loss)		(336	)		(802	)
Net Change in Unrealized Appreciation/Depreciation		1,205			(652	)
Net Increase (Decrease) in Net Assets Resulting from Operations		869			(1,498	)
Distributions From Net Investment Income		—			—
Capital Share Transactions (Note 8):
Net Increase (Decrease) in Net Assets from Capital Share Transactions		(1,086	)		(670	)
Total Increase (Decrease) in Net Assets		(217	)		(2,168	)
Net Assets:
Beginning of Year		4,271			6,439
End of Year	$	4,054		$	4,271
Undistributed Net Investment Income (Loss)	$	—		$	—

See Notes to Financial Statements.

26

STATEMENTS OF CHANGES IN NET ASSETS (continued)

	(In Thousands)
	Strong Growth and Income Fund
	Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002
Operations:
Net Investment Income (Loss)	$	2,534		$	1,193
Net Realized Gain (Loss)		18,558			(98,034	)
Net Change in Unrealized Appreciation/Depreciation		142,318			(111,075	)
Net Increase (Decrease) in Net Assets Resulting from Operations		163,410			(207,916	)
Distributions:
From Net Investment Income:
Investor Class		(1,427	)		(152	)
Institutional Class		(858	)		(851	)
Advisor Class		(23	)		(41	)
Class K		(214	)		(135	)
Total Distributions		(2,522	)		(1,179	)
Capital Share Transactions (Note 8):
Net Increase (Decrease) in Net Assets from Capital Share Transactions		(84,622	)		(58,649	)
Total Increase (Decrease) in Net Assets		76,266			(267,744	)
Net Assets:
Beginning of Year		678,722			946,466
End of Year	$	754,988		$	678,722
Undistributed Net Investment Income (Loss)	$	279		$	288
	Strong Opportunity Fund
	Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002
Operations:
Net Investment Income (Loss)	$	(12,170	)	$	(7,455	)
Net Realized Gain (Loss)		(1,598	)		(412,614	)
Net Change in Unrealized Appreciation/Depreciation		908,575			(641,795	)
Net Increase (Decrease) in Net Assets Resulting from Operations		894,807			(1,061,864	)
Distributions From Net Investment Income		—			—
Capital Share Transactions (Note 8):
Net Increase (Decrease) in Net Assets from Capital Share Transactions		(656,258	)		(79,788	)
Total Increase (Decrease) in Net Assets		238,549			(1,141,652	)
Net Assets:
Beginning of Year		2,611,548			3,753,200
End of Year	$	2,850,097		$	2,611,548
Undistributed Net Investment Income (Loss)	$	—		$	—

See Notes to Financial Statements.

27

FINANCIAL HIGHLIGHTS

STRONG BALANCED FUND

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001			Dec. 31, 2000(b)			Oct. 31, 2000			Oct. 31, 1999
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	16.06		$	18.84		$	21.83		$	24.77		$	24.92		$	21.14
Income From Investment Operations:
Net Investment Income (Loss)		0.19			0.40			0.58			0.12			0.82			0.71
Net Realized and Unrealized Gains (Losses) on Investments		2.58			(2.77	)		(2.99	)		(1.53	)		0.61			3.75
Total from Investment Operations		2.77			(2.37	)		(2.41	)		(1.41	)		1.43			4.46
Less Distributions:
From Net Investment Income		(0.21	)		(0.41	)		(0.58	)		(0.20	)		(0.83	)		(0.68	)
From Net Realized Gains		—			—			—			(1.33	)		(0.75	)		—
Total Distributions		(0.21	)		(0.41	)		(0.58	)		(1.53	)		(1.58	)		(0.68	)
Net Asset Value, End of Period	$	18.62		$	16.06		$	18.84		$	21.83		$	24.77		$	24.92
Ratios and Supplemental Data
Total Return		+17.4	%		–12.7	%		–11.0	%		–5.6	%		+5.7	%		+21.3	%
Net Assets, End of Period (In Millions)	$	209		$	218		$	300		$	347		$	372		$	344
Ratio of Expenses to Average Net Assets before Expense Offsets		1.3	%		1.3	%		1.2	%		1.1	%*		1.1	%		1.1	%
Ratio of Expenses to Average Net Assets		1.3	%		1.3	%		1.2	%		1.1	%*		1.1	%		1.1	%
Ratio of Net Investment Income (Loss) to Average Net Assets		1.1	%		2.3	%		2.9	%		3.3	%*		3.2	%		3.0	%
Portfolio Turnover Rate		204.7	%		225.5	%		234.1	%		45.1	%		150.9	%		64.7	%

STRONG LARGE CAP CORE FUND

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001			Dec. 31, 2000			Dec. 31, 1999
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	8.05		$	11.01		$	12.40		$	13.85		$	11.25
Income From Investment Operations:
Net Investment Income (Loss)		—			(0.08	)		(0.10	)		(0.09	)		(0.11	)
Net Realized and Unrealized Gains (Losses) on Investments		1.96			(2.88	)		(1.29	)		(1.19	)		3.41
Total from Investment Operations		1.96			(2.96	)		(1.39	)		(1.28	)		3.30
Less Distributions:
From Net Realized Gains		—			—			—			(0.17	)		(0.70	)
Total Distributions		—			—			—			(0.17	)		(0.70	)
Net Asset Value, End of Period	$	10.01		$	8.05		$	11.01		$	12.40		$	13.85
Ratios and Supplemental Data
Total Return		+24.4	%		–26.9	%		–11.2	%		–9.2	%		+29.4	%
Net Assets, End of Period (In Millions)	$	4		$	4		$	6		$	6		$	5
Ratio of Expenses to Average Net Assets before Expense Offsets		3.0	%		2.5	%		2.7	%		2.0	%		2.0	%
Ratio of Expenses to Average Net Assets		1.7	%		1.8	%		2.0	%		2.0	%		2.0	%
Ratio of Net Investment Income (Loss) to Average Net Assets		(0.0	)%(c)		(0.9	)%		(1.1	)%		(0.8	)%		(1.1	)%
Portfolio Turnover Rate		105.5	%		269.3	%		196.4	%		154.9	%		178.4	%

 * Calculated on an annualized basis.

(a) Information presented relates to a share of capital stock of the Fund outstanding for the entire period.

(b) In 2000, the Fund changed its fiscal year-end from October to December.

(c) Amount calculated is less than 0.05%.

See Notes to Financial Statements.

28

FINANCIAL HIGHLIGHTS (continued)

STRONG GROWTH AND INCOME FUND — INVESTOR CLASS

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001			Dec. 31, 2000(b)			Oct. 31, 2000			Oct. 31, 1999
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	15.85		$	20.28		$	25.37		$	28.34		$	25.26		$	18.73
Income From Investment Operations:
Net Investment Income (Loss)		0.04	(d)		0.02			(0.02	)		(0.00	)(c)		(0.09	)		(0.03	)
Net Realized and Unrealized Gains (Losses) on Investments		3.83			(4.45	)		(5.07	)		(2.65	)		3.19			6.56
Total from Investment Operations		3.87			(4.43	)		(5.09	)		(2.65	)		3.10			6.53
Less Distributions:
From Net Investment Income		(0.04	)		(0.00	)(c)		—			—			—			(0.00	)(c)
From Net Realized Gains		—			—			—			(0.32	)		(0.02	)		—
Total Distributions		(0.04	)		(0.00	)(c)		—			(0.32	)		(0.02	)		(0.00	)(c)
Net Asset Value, End of Period	$	19.68		$	15.85		$	20.28		$	25.37		$	28.34		$	25.26
Ratios and Supplemental Data
Total Return		+24.4	%		–21.8	%		–20.1	%		–9.3	%		+12.3	%		+34.9	%
Net Assets, End of Period (In Millions)	$	633		$	582		$	886		$	1,109		$	1,228		$	861
Ratio of Expenses to Average Net Assets before Expense Offsets		1.4	%		1.4	%		1.3	%		1.1	%*		1.1	%		1.1	%
Ratio of Expenses to Average Net Assets		1.4	%		1.4	%		1.3	%		1.1	%*		1.1	%		1.1	%
Ratio of Net Investment Income (Loss) to Average Net Assets		0.2	%		0.1	%		(0.1	)%		(0.0	)%(c)*		(0.4	)%		(0.1	)%
Portfolio Turnover Rate(e)		199.4	%		187.8	%		171.9	%		23.3	%		122.0	%		52.3	%

STRONG GROWTH AND INCOME FUND — INSTITUTIONAL CLASS

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001			Dec. 31, 2000(b)			Oct. 31, 2000(f)
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	15.92		$	20.49		$	25.46		$	28.41		$	29.15
Income From Investment Operations:
Net Investment Income (Loss)		0.16	(d)		0.15			0.08			(0.00	)(c)		0.01
Net Realized and Unrealized Gains (Losses) on Investments		3.83			(4.49	)		(5.05	)		(2.63	)		(0.75	)
Total from Investment Operations		3.99			(4.34	)		(4.97	)		(2.63	)		(0.74	)
Less Distributions:
From Net Investment Income		(0.19	)		(0.23	)		—			—			—
From Net Realized Gains		—			—			—			(0.32	)		—
Total Distributions		(0.19	)		(0.23	)		—			(0.32	)		—
Net Asset Value, End of Period	$	19.72		$	15.92		$	20.49		$	25.46		$	28.41
Ratios and Supplemental Data
Total Return		+25.3	%		–21.2	%		–19.5	%		–9.2	%		–2.5	%
Net Assets, End of Period (In Millions)	$	84		$	67		$	47		$	31		$	1
Ratio of Expenses to Average Net Assets before Expense Offsets		0.7	%		0.7	%		0.6	%		0.6	%*		0.6	%*
Ratio of Expenses to Average Net Assets		0.7	%		0.7	%		0.6	%		0.6	%*		0.6	%*
Ratio of Net Investment Income (Loss) to Average Net Assets		0.9	%		0.9	%		0.6	%		0.1	%*		0.1	%*
Portfolio Turnover Rate(e)		199.4	%		187.8	%		171.9	%		23.3	%		122.0	%

 * Calculated on an annualized basis.

(a) Information presented relates to a share of capital stock of the Fund outstanding for the entire period.

(b) In 2000, the Fund changed its fiscal year-end from October to December.

(c) Amount calculated is less than $0.005 or 0.05%.

(d) Net investment income per share represents net investment income divided by the average shares outstanding throughout the year.

(e) Calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

(f) For the period from February 29, 2000 (commencement of class) to October 31, 2000.

See Notes to Financial Statements.

29

FINANCIAL HIGHLIGHTS (continued)

STRONG GROWTH AND INCOME FUND — ADVISOR CLASS

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001			Dec. 31, 2000(b)			Oct. 31, 2000(c)
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	15.77		$	20.20		$	25.32		$	28.29		$	29.15
Income From Investment Operations:
Net Investment Income (Loss)		0.05	(d)		0.04			(0.04	)		(0.00	)(e)		(0.05	)
Net Realized and Unrealized Gains (Losses) on Investments		3.80			(4.41	)		(5.08	)		(2.65	)		(0.81	)
Total from Investment Operations		3.85			(4.37	)		(5.12	)		(2.65	)		(0.86	)
Less Distributions:
From Net Investment Income		(0.05	)		(0.06	)		—			—			—
From Net Realized Gains		—			—			—			(0.32	)		—
Total Distributions		(0.05	)		(0.06	)		—			(0.32	)		—
Net Asset Value, End of Period	$	19.57		$	15.77		$	20.20		$	25.32		$	28.29
Ratios and Supplemental Data
Total Return		+24.4	%		–21.7	%		–20.2	%		–9.4	%		–3.0	%
Net Assets, End of Period (In Millions)	$	9		$	10		$	14		$	5		$	0	(g)
Ratio of Expenses to Average Net Assets before Expense Offsets		1.4	%		1.3	%		1.5	%		1.3	%*		1.3	%*
Ratio of Expenses to Average Net Assets		1.3	%		1.3	%		1.5	%		1.3	%*		1.3	%*
Ratio of Net Investment Income (Loss) to Average Net Assets		0.3	%		0.2	%		(0.3	)%		(0.2	)%*		(0.7	)%*
Portfolio Turnover Rate(f)		199.4	%		187.8	%		171.9	%		23.3	%		122.0	%

STRONG GROWTH AND INCOME FUND — CLASS K

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	15.75		$	20.28
Income From Investment Operations:
Net Investment Income (Loss)		0.11	(d)		0.11
Net Realized and Unrealized Gains (Losses) on Investments		3.79			(4.46	)
Total from Investment Operations		3.90			(4.35	)
Less Distributions:
From Net Investment Income		(0.13	)		(0.18	)
Total Distributions		(0.13	)		(0.18	)
Net Asset Value, End of Period	$	19.52		$	15.75
Ratios and Supplemental Data
Total Return		+24.9	%		–21.5	%
Net Assets, End of Period (In Millions)	$	30		$	19
Ratio of Expenses to Average Net Assets before Expense Offsets		1.1	%		1.1	%
Ratio of Expenses to Average Net Assets		1.0	%		1.0	%
Ratio of Net Investment Income (Loss) to Average Net Assets		0.6	%		0.7	%
Portfolio Turnover Rate(f)		199.4	%		187.8	%

 * Calculated on an annualized basis.

(a) Information presented relates to a share of capital stock of the Fund outstanding for the entire period.

(b) In 2000, the Fund changed its fiscal year-end from October to December.

(c) For the period from February 29, 2000 (commencement of class) to October 31, 2000.

(d) Net investment income per share represents net investment income divided by the average shares outstanding throughout the year.

(e) Amount calculated is less than $0.005.

(f) Calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

(g) Amount is less than $500,000.

See Notes to Financial Statements.

30

FINANCIAL HIGHLIGHTS (continued)

STRONG OPPORTUNITY FUND — INVESTOR CLASS

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001			Dec. 31, 2000			Dec. 31, 1999
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	28.70		$	39.29		$	42.35		$	44.69		$	38.62
Income From Investment Operations:
Net Investment Income (Loss)		(0.14	)(c)		(0.08	)		0.07			0.17			0.08
Net Realized and Unrealized Gains (Losses) on Investments		10.89			(10.51	)		(2.11	)		3.30			12.42
Total from Investment Operations		10.75			(10.59	)		(2.04	)		3.47			12.50
Less Distributions:
From Net Investment Income		—			—			(0.07	)		(0.17	)		(0.08	)
From Net Realized Gains		—			—			(0.95	)		(5.64	)		(6.35	)
Total Distributions		—			—			(1.02	)		(5.81	)		(6.43	)
Net Asset Value, End of Period	$	39.45		$	28.70		$	39.29		$	42.35		$	44.69
Ratios and Supplemental Data
Total Return		+37.5	%		–27.0	%		–4.8	%		+8.6	%		+33.4	%
Net Assets, End of Period (In Millions)	$	2,709		$	2,507		$	3,664		$	3,337		$	2,537
Ratio of Expenses to Average Net Assets before Expense Offsets		1.4	%		1.4	%		1.3	%		1.2	%		1.2	%
Ratio of Expenses to Average Net Assets		1.4	%		1.4	%		1.3	%		1.2	%		1.2	%
Ratio of Net Investment Income (Loss) to Average Net Assets		(0.4	)%		(0.2	)%		0.2	%		0.5	%		0.2	%
Portfolio Turnover Rate(d)		60.2	%		70.9	%		87.8	%		86.5	%		80.8	%

STRONG OPPORTUNITY FUND — ADVISOR CLASS

	Year Ended
	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2001			Dec. 31, 2000(b)
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	28.37		$	38.92		$	42.10		$	43.16
Income From Investment Operations:
Net Investment Income (Loss)		(0.19	)(c)		(0.11	)		(0.06	)(c)		0.03
Net Realized and Unrealized Gains (Losses) on Investments		10.76			(10.44	)		(2.08	)		4.83
Total from Investment Operations		10.57			(10.55	)		(2.14	)		4.86
Less Distributions:
From Net Investment Income		—			—			(0.09	)		(0.28	)
From Net Realized Gains		—			—			(0.95	)		(5.64	)
Total Distributions		—			—			(1.04	)		(5.92	)
Net Asset Value, End of Period	$	38.94		$	28.37		$	38.92		$	42.10
Ratios and Supplemental Data
Total Return		+37.3	%		–27.1	%		–5.1	%		+12.1	%
Net Assets, End of Period (In Millions)	$	141		$	104		$	89		$	3
Ratio of Expenses to Average Net Assets before Expense Offsets		1.6	%		1.6	%		1.7	%		1.6	%*
Ratio of Expenses to Average Net Assets		1.6	%		1.6	%		1.7	%		1.6	%*
Ratio of Net Investment Income (Loss) to Average Net Assets		(0.6	)%		(0.4	)%		(0.3	)%		0.1	%*
Portfolio Turnover Rate(d)		60.2	%		70.9	%		87.8	%		86.5	%

 * 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 February 24, 2000 (commencement of class) to December 31, 2000.

(c) Net investment loss per share represents net investment loss divided by the average shares outstanding throughout the year.

(d) Calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

See Notes to Financial Statements.

31

FINANCIAL HIGHLIGHTS (continued)

STRONG OPPORTUNITY FUND — CLASS K

	Year Ended
	Dec. 31, 2003			Dec. 31 2002(b)
Selected Per-Share Data(a)
Net Asset Value, Beginning of Period	$	28.73		$	29.48
Income From Investment Operations:
Net Investment Income (Loss)		(0.06	)(c)		0.02
Net Realized and Unrealized Gains (Losses) on Investments		10.91			(0.77	)
Total from Investment Operations		10.85			(0.75	)
Less Distributions:
From Net Investment Income		—			—
Total Distributions		—			—
Net Asset Value, End of Period	$	39.58		$	28.73
Ratios and Supplemental Data
Total Return		+37.8	%		–2.5	%
Net Assets, End of Period (In Millions)	$	0	(d)	$	1
Ratio of Expenses to Average Net Assets before Expense Offsets		1.6	%		1.2	%*
Ratio of Expenses to Average Net Assets		1.2	%		1.2	%*
Ratio of Net Investment Income (Loss) to Average Net Assets		(0.2	)%		0.2	%*
Portfolio Turnover Rate(e)		60.2	%		70.9	%

 * 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 period from August 30, 2002 (commencement of class) to December 31, 2002.

(c) Net investment loss per share represents net investment loss divided by the average shares outstanding throughout the year.

(d) Amount is less than $500,000.

(e) Calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

See Notes to Financial Statements.

32

NOTES TO FINANCIAL STATEMENTS

December 31, 2003

1. Organization

The accompanying financial statements represent the following Strong Core Funds (the “Funds”), each with its own investment objectives and policies:

• Strong Balanced Fund (a series fund of Strong Balanced Fund, Inc.)

• Strong Large Cap Core Fund (a series fund of Strong Equity Funds, Inc.)

• Strong Growth and Income Fund (a series fund of Strong Conservative Equity Funds, Inc.)

• Strong Opportunity Fund (a series fund of Strong Opportunity Fund, Inc.)

Each Fund is a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended (“1940 Act”).

Strong Balanced Fund and Strong Large Cap Core Fund offer Investor Class shares. Strong Growth and Income Fund offers Investor Class, Institutional Class, Advisor Class and Class K shares. Strong Opportunity Fund offers Investor Class, Advisor Class and Class K shares. All classes of shares differ principally in their respective administration, transfer agent and distribution expenses and sales charges, if any. All classes of shares have identical rights to earnings, assets and voting privileges, except for class-specific expenses and exclusive rights to vote on matters affecting only individual classes.

Investor Class shares are available to the general public, Institutional Class shares are available to investors that meet certain higher investment minimums, Advisor Class shares are available only through financial professionals and Class K shares are primarily available through retirement plans.

Effective August 30, 2002, Strong Opportunity Fund issued an additional class of shares: Class K Shares.

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 — Securities of the Funds traded on a national securities exchange are valued each business day at the last sales price. Securities traded on the NASDAQ Stock Market are valued each business day using the NASDAQ Official Closing Price (“NOCP”). Exchange-traded securities for which there were no transactions and NASDAQ-traded securities for which there is no NOCP are valued at the mean of the bid and ask prices. Debt securities of the Funds are generally valued each business day at the last sales price or the mean of the bid and asked prices when no last sales price is available, or are valued through a commercial pricing service that utilizes matrix pricing and/or pricing models to determine market values for normal institutional-sized trading units of debt securities and non-rated or thinly traded securities when their pricing models are believed to more accurately reflect the fair market value for such securities. Securities for which market quotations are not readily available are fair valued as determined in good faith under the general supervision of the Board of Directors. Some of the Fund’s portfolio securities may be listed on foreign exchanges that close before the U.S. markets and that trade on days when the U.S. markets are closed. As a result, management, under the supervision of the Strong Funds’ Board of Directors, will consider significant events affecting foreign securities and the movements of the domestic markets that occur after the close of the foreign markets and before the time a Fund’s net asset value (“NAV”) is calculated in valuing such foreign securities. Securities that are purchased within 60 days of their stated maturity are valued at amortized cost, which approximates fair value.

The Funds may own certain securities that are restricted as to resale. Restricted securities include Section 4(2) commercial paper, securities issued in a private placement, or securities eligible for resale pursuant to Rule 144A under the Securities Act of 1933. Restricted securities may be determined to be liquid or illiquid. Securities are deemed illiquid based upon guidelines established by the Funds’ Board of Directors. Illiquid securities are valued after giving due consideration to pertinent factors, such as recent private sales, market conditions and the issuer’s financial performance. The Funds held no restricted and illiquid securities at December 31, 2003.

(B) Federal Income and Excise Taxes and Distributions to Shareholders — The Funds intend to comply with the requirements of the Internal Revenue Code of 1986, as amended, 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 recorded.

Undistributed income or net realized gains for financial statement purposes may differ from what is determined for federal income tax purposes due to differences in the timing, recognition and characterization of income, and expense and capital gain items for financial statement and tax purposes. Where appropriate, reclassifications between net asset accounts are made for such differences that are permanent in nature. The Funds may utilize earnings and profits distributed to shareholders on redemption of shares as part of the dividends paid deduction.

33

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2003

Strong Balanced Fund and Strong Growth and Income Fund generally pay dividends from net investment income quarterly and distribute net realized capital gains, if any, at least annually. Strong Large Cap Core Fund and Strong Opportunity Fund generally pay dividends from net investment income and distribute net realized capital gains, if any, at least 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, foreign currencies or interest rates. The use of these instruments involves certain risks, including the possibility that the value of the underlying assets or indices fluctuate, the derivative becomes illiquid, imperfect correlation exists between the value of the derivative and the underlying assets or indices, or that the counterparty fails to perform its obligations when due.

Investments in foreign-denominated assets or forward currency contracts may involve greater risks than domestic investments due to currency rate fluctuations, political and economic instability, different financial reporting standards and taxes, less liquidity, less strict regulation of securities markets and smaller markets with lower trading volume.

(E) Futures — Upon entering into a futures contract, the Funds deposit in a segregated account with their custodian, in the name of the broker, cash and/or other liquid investments equal to the minimum “initial margin” requirements of the exchange. Each Fund designates liquid securities 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 futures contract. Such receipts or payments are known as “variation margin” and are recorded as unrealized gains or losses. When the futures contract is closed, a realized gain or loss is recorded equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.

(F) Options — The 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 that is subsequently adjusted daily to the current market value of the option. Changes between the initial premiums received and the current market value of the options are recorded as unrealized gains or losses. When an option is closed, expired or exercised, 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 written option, although any potential loss during the period would be reduced by the amount of the option premium received by the Funds. Each Fund designates liquid securities as collateral on open written options contracts.

(G) Foreign Currency Conversion — Securities and other assets and liabilities initially expressed in foreign currencies are converted daily into U.S. dollars based upon current exchange rates. Purchases and sales of foreign securities and foreign income are converted into 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) Short Positions — The Funds may engage in short sale transactions. For financial statement purposes, an amount equal to the settlement amount is included in the Statements of Assets and Liabilities as an asset and an equivalent liability. The amount of the liability is subsequently marked-to-market to reflect the current value of the short position. Changes between the amount of the liability and the current market value of the short positions are recorded as unrealized gains or losses. The Funds are liable to the buyer for any dividends payable on securities while those securities are in a short position. If the Funds sell securities short while also holding the long position in the security, they may protect unrealized gains, but will lose the opportunity to profit on such securities if the price rises. If the Funds sell securities short when not holding the long position in the security, they will experience a loss if the market price of the security increases between the date of the short sale and the date the security is replaced.

(J) Repurchase Agreements — The Funds may enter into repurchase agreements with institutions that the Funds’ investment advisor, Strong Capital Management, Inc. (“Strong” or the “Advisor”) has determined are creditworthy. Each repurchase transaction is recorded at cost, which approximates fair value. The Funds require that the collateral,

34

represented by cash and/or securities (primarily U.S. government securities), in a repurchase transaction be maintained in a segregated account under the control of the Fund’s custodial bank in a manner sufficient to enable the Funds to liquidate those securities in the event of a default of the counterparty. On a daily basis, the Fund’s custodial bank monitors the value of the collateral, including accrued interest, to ensure it is at least equal to the amounts owed to the Funds under each repurchase agreement.

(K) Securities Lending — The Funds have entered into a Securities Lending Agreement (the “Agreement”) with Deutsche Bank, which was subsequently acquired by State Street Bank and Trust Company. Under the terms of the Agreement, the Funds may lend portfolio securities to qualified institutional borrowers in order to earn additional income. The Agreement requires that loans are collateralized at all times by cash and cash equivalents equal to at least 102% of the market value of the aggregate loaned securities, plus accrued interest, and the collateral is marked-to-market daily. Cash collateral received is invested in repurchase agreements, investment funds, government obligations and/or bank obligations.

At December 31, 2003, Strong Balanced Fund, Strong Growth and Income Fund and Strong Opportunity Fund had securities with a market value of $13,541,515, $5,917,007 and $73,731,801, respectively, on loan and had received $13,814,710, $6,058,366 and $75,370,735, respectively, in collateral (both are included within Investments in the Statements of Assets and Liabilities). Amounts earned as interest on investments of cash collateral, net of rebates and other securities lending expenses, are included in Interest Income in the Statements of Operations. For the year ended December 31, 2003, the securities lending income totaled $15,924, $45,884 and $153,700 for Strong Balanced Fund, Strong Growth and Income Fund and Strong Opportunity Fund, respectively.

The three primary risks associated with securities lending are: a borrower defaulting on its obligation to return the securities loaned resulting in a shortfall on the posted collateral; a principal loss arising from the lending agent’s investment of cash collateral; and the inability of the lending Fund to recall a security in time to exercise valuable voting rights or sell the security. In each case, the lending agent has indemnified the Funds for these types of losses.

(L) Directed Brokerage — The Funds direct certain portfolio trades to brokers who, in turn, pay a portion of the Funds’ expenses not attributable to the Advisor or its affiliates. Such amounts are included in Expense Offsets reported in the Funds’ Statements of Operations and in Note 4.

(M) Earnings Credit Arrangements — Credits are earned on positive cash balances maintained in custodian accounts. These credits serve to reduce the custodian’s fees incurred by the Funds and are included in Expense Offsets reported in the Funds’ Statements of Operations and in Note 4.

(N) Expenses — The Funds and other affiliated Strong Funds contract for certain services on a collective basis. The majority of the expenses are directly identifiable to an individual Fund. Expenses that are not readily identifiable to a specific Fund will be allocated in such manner as deemed equitable, taking into consideration, among other things, the nature and type of expense and the relative sizes of the Strong Funds.

(O) Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts in these financial statements. Actual results could differ from those estimates.

(P) 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 on the interest method. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative shares outstanding.

3. Related Party Transactions

The Advisor provides investment advisory and related services to the Funds. Strong Investor Services, Inc. (the “Administrator”), an affiliate of the Advisor, provides administrative, transfer agent and related services to the Funds. Certain officers and, until December 2, 2003, certain directors of the Funds are or were affiliated with the Advisor and the

35

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2003

Administrator. Investment advisory and administration fees, which are established by terms of the advisory and administration agreements, are based on the following annualized rates of the average daily net assets of the respective Fund:

			Administrative Fees
	Advisory Fees		Investor Class		Institutional Class		Advisor Class		Class K
Strong Balanced Fund	0.60	%(1)	0.30	%	*		*		*
Strong Large Cap Core Fund	0.75	%(2)	0.30	%	*		*		*
Strong Growth and Income Fund	0.55	%	0.30	%	0.02	%	0.30	%	0.25	%
Strong Opportunity Fund	0.75	%(2)	0.30	%	*		0.30	%	0.25	%

 * Does not offer Share class.

⁽¹⁾ The Investment Advisory fees are 0.60% for the first $35 million assets and 0.55% for assets above $35 million.

⁽²⁾ The Investment Advisory fees are 0.75% for assets under $4 billion, 0.725% for the next $2 billion assets, and 0.70% for assets $6 billion and above.

The Funds’ Advisor and/or Administrator may voluntarily waive or absorb certain expenses at their discretion. The Advisor and/or Administrator has contractually agreed to waive its fees and/or absorb expenses until May 1, 2004 for Strong Large Cap Core Fund, Strong Growth and Income Fund Class K, and Strong Opportunity Fund Class K to keep Total Annual Operating Expenses at no more than 2.00%, 0.99% and 1.20%, respectively. Transfer agent and related service fees for the Investor Class shares are paid at a rate of $27.00 for each open shareholder account and $4.20 for each closed shareholder account. Transfer agent and related service fees for the Institutional Class, Advisor Class and Class K shares are paid at an annual rate of 0.015%, 0.20% and 0.20%, respectively, of the average daily net assets of each respective class. Transfer agent fees are recorded in Shareholder Servicing Costs in the Funds’ Statements of Operations. The Administrator also allocates to each Fund certain charges or credits resulting from transfer agency banking activities based on each Class’ level of subscription and redemption activity. Transfer Agency Banking Charges allocated to the Funds by the Administrator, if any, are included in Other Expenses in the Funds’ Statements of Operations. Transfer Agency Banking Credits allocated by the Administrator, if any, serve to reduce the transfer agent expenses incurred by the Funds and are included in Expense Offsets in the Funds’ Statements of Operations and in Note 4. The Administrator is also compensated for certain other out-of-pocket expenses related to transfer agent services.

Strong Growth and Income Fund and Strong Opportunity Fund have adopted a Rule 12b-1 distribution and service plan under the 1940 Act on behalf of each of the Fund’s Advisor Class shares. Under the plan, Strong Investments, Inc. (the “Distributor,” and an affiliate of the Advisor) is paid an annual rate of 0.25% of the average daily net assets of the Advisor Class shares as compensation for services provided and expenses incurred, including amounts paid to brokers or dealers, in connection with the sale of each Fund’s Advisor Class shares. See Note 4.

The Funds may invest cash in money market funds managed by the Advisor, subject to certain limitations.

Certain information regarding related party transactions, excluding the effects of waivers and absorptions, for the year ended December 31, 2003 is as follows:

	Payable to/ (Receivable from) Advisor or Administrator at Dec. 31, 2003		Shareholder Servicing and  Other Related Expenses Paid to Administrator		Transfer Agency Banking Charges/(Credits)		Unaffiliated Directors’ Fees
Strong Balanced Fund	$	68,986	$	721,153	$	10,442	$	5,422
Strong Large Cap Core Fund		3,258		33,136		459		824
Strong Growth and Income Fund		249,765		3,023,016		36,063		18,104
Strong Opportunity Fund		711,451		8,215,020		61,028		70,740

4. Expenses and Expense Offsets

For the year ended December 31, 2003, the class specific expenses are as follows:

	Administrative Fees		Shareholder Servicing Costs		Reports to Shareholders		12b-1 Fees		Other
Strong Growth and Income Fund
Investor Class	$	1,921,728	$	2,933,297	$	291,292	$	—	$	30,562
Institutional Class		15,445		11,708		45,877		—		5,601
Advisor Class		26,993		18,035		71		22,495		1,132
Class K		71,110		56,860		3,025		—		1,882
Strong Opportunity Fund
Investor Class		8,005,978		7,958,418		974,723		—		69,747
Advisor Class		363,721		243,049		34,898		303,101		3,243
Class K		1,638		1,315		1,802		—		276

36

For the year ended December 31, 2003, the expense offsets are as follows:

	Expense Waivers and Absorptions			Transfer Agency Banking Credits		Directed Brokerage Credits			Earnings Credits
Strong Balanced Fund	$	(13,479	)	$	—	$	(78,258	)	$	(339	)
Strong Large Cap Core Fund		(41,055	)		—		(10,794	)		(1	)
Strong Growth and Income Fund
Investor Class		(6,962	)		—		—			—
Institutional Class		(1	)		—		—			—
Advisor Class		(9	)		—		—			—
Class K		(17,537	)		—		—			—
Fund Level		(40,289	)		—		(70,608	)		(1,066	)
Strong Opportunity Fund
Investor Class		(3,125	)		—		—			—
Advisor Class		(331	)		—		—			—
Class K		(2,250	)		—		—			—
Fund Level		(163,897	)		—		(248,075	)		(2,864	)

5. Line of Credit

The Strong Funds have established a line of credit agreement (“LOC”) with certain financial institutions, which expires October 8, 2004, 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 LOC. For an individual Fund, borrowings under the LOC are limited to either the lesser of 15% of the market value of the Fund’s total assets or any explicit borrowing limits in the Funds’ registration statement. The principal amount of each borrowing under the LOC is due not more than 45 days after the date of the borrowing. Borrowings under the LOC bear interest based on prevailing market rates as defined in the LOC. A commitment fee of 0.09% per annum is incurred on the unused portion of the LOC and is allocated to all participating Strong Funds based on their net asset values. Strong Opportunity Fund had no borrowings under the LOC during the year. Strong Balanced Fund, Strong Large Cap Core Fund and Strong Growth and Income Fund had minimal borrowings under the LOC during the year. There were no outstanding borrowings by the Funds under the LOC at year end.

6. Investment Transactions

The aggregate purchases and sales of shares of long-term securities during the year ended December 31, 2003 are as follows:

	Purchases				Sales
	U.S. Government and Agency		Other		U.S. Government and Agency		Other
Strong Balanced Fund	$	93,722,564	$	335,662,153	$	107,365,406	$	369,094,919
Strong Large Cap Core Fund		—		4,027,583		—		5,033,093
Strong Growth and Income Fund		—		1,477,332,910		—		1,545,264,481
Strong Opportunity Fund		—		1,499,685,075		—		1,917,927,133

7. Income Tax Information

The following information for the Funds is presented on an income tax basis as of December 31, 2003:

	Cost of Investments		Gross Unrealized Appreciation		Gross Unrealized (Depreciation)			Net Unrealized Appreciation/ (Depreciation) on Investments		Distributable Ordinary Income		Distributable Long-Term Capital Gains
Strong Balanced Fund	$	206,995,601	$	17,610,898	$	(1,265,880	)	$	16,345,018	$	—	$	—
Strong Large Cap Core Fund		3,270,180		789,752		(7,776	)		781,976		—		—
Strong Growth and Income Fund		608,195,046		152,791,850		(408,585	)		152,383,265		279,088		—
Strong Opportunity Fund		2,328,155,891		716,757,999		(115,315,152	)		601,442,847		—		—

The difference between cost amounts for financial statement and federal income tax purposes is due primarily to timing differences in recognizing certain gains and losses on security transactions.

37

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2003

The tax components of dividends paid during the years ended December 31, 2003 and 2002 and capital loss carryovers (expiring in varying amounts through 2011) as of December 31, 2003, and tax basis post-October losses as of December 31, 2003, which are not recognized for tax purposes until the first day of the following fiscal year, are:

	2003 Income Tax Information								2002 Income Tax Information
	Ordinary Income Distributions		Long-Term Capital Gains Distributions		Net  Capital Loss Carryovers		Post-October Losses		Ordinary Income Distributions		Long-Term Capital Gains Distributions
Strong Balanced Fund	$	2,604,962	$	—	$	29,339,420	$	—	$	5,923,951	$	—
Strong Large Cap Core Fund		—		—		1,312,542		7,748		—		—
Strong Growth and Income Fund		2,522,045		—		230,888,105		—		1,179,224		—
Strong Opportunity Fund		—		—		411,725,530		—		—		—

For corporate shareholders in the Funds, the percentages of ordinary dividend income distributed for the year ended December 31, 2003, which is designated as qualifying for the dividends-received deduction, is as follows (unaudited): Strong Balanced Fund 78.1%, Strong Large Cap Core Fund 0.0%, Strong Growth and Income Fund 100.0% and Strong Opportunity Fund 0.0%.

For shareholders in the Funds, the percentages of dividend income distributed for the year ended December 31, 2003, which is designated as qualified dividend income under the Jobs and Growth Tax Relief Act of 2003, is as follows (unaudited): Strong Balanced Fund 81.0%, Strong Large Cap Core Fund 0.0%, Strong Growth and Income Fund 89.0% and Strong Opportunity Fund 0.0%.

Strong Balanced Fund and Growth and Income Fund utilized $13,605,851 and $4,708,050, respectively, of their capital loss carryovers during the year ended December 31, 2003.

38

8. Capital Share Transactions

	Strong Balanced Fund
	Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002
Capital Share Transactions of the Fund Were as Follows:
Proceeds from Shares Sold	$	32,626,685		$	36,653,666
Transfer in from Merger (Note 10)		5,544,540			—
Proceeds from Reinvestment of Distributions		2,514,411			5,692,987
Payment for Shares Redeemed		(82,073,813	)		(83,709,183	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions	$	(41,388,177	)	$	(41,362,530	)
Transactions in Shares of the Fund Were as Follows:
Sold		1,911,180			2,180,533
Transfer in from Merger (Note 10)		348,494			—
Issued in Reinvestment of Distributions		144,599			335,854
Redeemed		(4,758,107	)		(4,869,245	)
Net Increase (Decrease) in Shares of the Fund		(2,353,834	)		(2,352,858	)
	Strong Large Cap Core Fund
	Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002
Capital Share Transactions of the Fund Were as Follows:
Proceeds from Shares Sold	$	938,346		$	3,123,078
Proceeds from Reinvestment of Distributions		—			—
Payment for Shares Redeemed		(2,023,881	)		(3,793,251	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions	$	(1,085,535	)	$	(670,173	)
Transactions in Shares of the Fund Were as Follows:
Sold		107,906			329,343
Issued in Reinvestment of Distributions		—			—
Redeemed		(233,342	)		(383,490	)
Net Increase (Decrease) in Shares of the Fund		(125,436	)		(54,147	)

39

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2003

	Strong Growth and Income Fund
	Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002
Capital Share Transactions of Each Class of Shares of the Fund Were as Follows:
INVESTOR CLASS
Proceeds from Shares Sold	$	203,112,596		$	176,912,236
Proceeds from Reinvestment of Distributions		1,392,195			144,293
Payment for Shares Redeemed		(289,307,195	)		(291,757,275	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		(84,802,404	)		(114,700,746	)
INSTITUTIONAL CLASS
Proceeds from Shares Sold		16,100,601			47,671,257
Proceeds from Reinvestment of Distributions		705,353			738,863
Payment for Shares Redeemed		(17,235,352	)		(12,626,944	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		(429,398	)		35,783,176
ADVISOR CLASS
Proceeds from Shares Sold		1,932,654			4,128,654
Proceeds from Reinvestment of Distributions		23,212			40,781
Payment for Shares Redeemed		(5,560,191	)		(4,218,214	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		(3,604,325	)		(48,779	)
CLASS K
Proceeds from Shares Sold		15,545,119			28,072,848
Proceeds from Reinvestment of Distributions		114,699			36,058
Payment for Shares Redeemed		(11,445,984	)		(7,791,644	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		4,213,834			20,317,262
Net Increase (Decrease) in Net Assets from Capital Share Transactions	$	(84,622,293	)	$	(58,649,087	)

40

	Strong Growth and Income Fund
	Year Ended Dec. 31, 2003		Year Ended Dec. 31, 2002
Transactions in Shares of Each Class of the Fund Were as Follows:
INVESTOR CLASS
Sold	11,952,254		9,673,213
Issued in Reinvestment of Distributions	79,360		7,113
Redeemed	(16,571,248	)	(16,654,781	)
Net Increase (Decrease) in Shares	(4,539,634	)	(6,974,455	)
INSTITUTIONAL CLASS
Sold	939,263		2,589,549
Issued in Reinvestment of Distributions	40,748		44,775
Redeemed	(951,684	)	(698,482	)
Net Increase (Decrease) in Shares	28,327		1,935,842
ADVISOR CLASS
Sold	115,023		221,371
Issued in Reinvestment of Distributions	1,344		2,416
Redeemed	(331,631	)	(251,851	)
Net Increase (Decrease) in Shares	(215,264	)	(28,064	)
CLASS K
Sold	926,705		1,706,654
Issued in Reinvestment of Distributions	6,709		2,288
Redeemed	(643,521	)	(484,716	)
Net Increase (Decrease) in Shares	289,893		1,224,226

41

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2003

	Strong Opportunity Fund
	Year Ended Dec. 31, 2003			Year Ended Dec. 31, 2002
				(Note 1)
Capital Share Transactions of Each Class of Shares of the Fund Were as Follows:
INVESTOR CLASS
Proceeds from Shares Sold	$	531,529,373		$	847,954,312
Proceeds from Reinvestment of Distributions		—			—
Payment for Shares Redeemed		(1,184,570,695	)		(978,526,180	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		(653,041,322	)		(130,571,868	)
ADVISOR CLASS
Proceeds from Shares Sold		38,084,933			75,008,142
Proceeds from Reinvestment of Distributions		—			269
Payment for Shares Redeemed		(40,603,841	)		(24,817,162	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		(2,518,908	)		50,191,249
CLASS K
Proceeds from Shares Sold		198,407			609,224
Proceeds from Reinvestment of Distributions		—			—
Payment for Shares Redeemed		(896,534	)		(16,832	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		(698,127	)		592,392
Net Increase (Decrease) in Net Assets from Capital Share Transactions	$	(656,258,357	)	$	(79,788,227	)
Transactions in Shares of Each Class of the Fund Were as Follows:
INVESTOR CLASS
Sold		16,208,728			24,676,904
Issued in Reinvestment of Distributions		—			—
Redeemed		(34,871,478	)		(30,589,586	)
Net Increase (Decrease) in Shares		(18,662,750	)		(5,912,682	)
ADVISOR CLASS
Sold		1,179,895			2,175,502
Issued in Reinvestment of Distributions		—			7
Redeemed		(1,234,407	)		(802,712	)
Net Increase (Decrease) in Shares		(54,512	)		1,372,797
CLASS K
Sold		6,374			22,659
Issued in Reinvestment of Distributions		—			—
Redeemed		(24,791	)		(587	)
Net Increase (Decrease) in Shares		(18,417	)		22,072

42

9. Investments in Affiliates

Affiliated issuers, as defined under the 1940 Act, include any Fund of the Strong Funds and any issuer in which the Fund’s holdings of an issuer represent 5% or more of the outstanding voting securities of the issuer. A summary of transactions in the securities of these issuers for the year ended December 31, 2003 is as follows:

	Balance of Shares Held Jan. 1, 2003	Gross Purchases and Additions	Gross Sales and Reductions		Balance of Shares Held Dec. 31, 2003	Value Dec. 31, 2003		Investment Income Jan. 1, 2003 - Dec. 31, 2003
Strong Opportunity Fund
Strong Heritage Money Fund – Institutional Class	177,000,000	—	(177,000,000	)	—	$	—	$	917,019

10. Acquisition Information

Effective March 28, 2003, Strong Balanced Fund acquired, through a non-taxable exchange, substantially all of the net assets of Strong Balanced Asset Fund. Strong Balanced Fund issued 348,494 shares (valued at $5,544,540) for the outstanding shares of Strong Balanced Asset Fund at March 28, 2003. The aggregate net assets of Strong Balanced Fund and Strong Balanced Asset Fund immediately before the acquisition were $208,384,213 and $5,544,540, respectively. The combined net assets of Strong Balanced Fund immediately after the acquisition were $213,928,753. The net assets of Strong Balanced Asset Fund included net unrealized depreciation on investments of $503,735 and accumulated net realized losses of $731,189. Subject to IRS regulations, Strong Balanced Fund may use $709,865 of capital loss carryovers from Strong Balanced Asset Fund. Strong Balanced Fund results of operations shown herein, do not include the results of operations for Strong Balanced Asset Fund prior to March 28, 2003.

11. Special Meeting of Shareholders of Strong Large Cap Core Fund

On August 1, 2003, Strong Large Cap Core Fund’s and Strong Growth and Income Fund’s Board of Directors approved the reorganization of Strong Large Cap Core Fund into Strong Growth and Income Fund, subject to shareholder approval at a meeting scheduled for October 31, 2003, which was adjourned. A new meeting date has not been set. Effective after the close of the market on August 22, 2003, Strong Large Cap Core Fund was closed to new investors. Effective January 30, 2004, Strong Large Cap Core Fund was reopened to new investors.

12. Legal Proceedings

The United States Securities and Exchange Commission (“SEC”), the New York Attorney General (“NYAG”), the Wisconsin Attorney General (“WAG”), and the Wisconsin Department of Financial Institutions (“WDFI”) are investigating active trading of the Strong Funds by employees of Strong, including Richard S. Strong, former employee and Chairman of Strong. The Independent Directors of the Strong Funds are also investigating these matters, with the assistance of counsel and an independent consulting firm. Fund expenses related to the investigation are reimbursed by Strong. The Independent Directors intend to obtain appropriate redress if they determine that the Strong Funds were harmed. In addition, Strong has received a subpoena from the West Virginia Attorney General (“WVAG”) requesting documents, if any, related to market timing and late trading practices. Effective November 2, 2003, the Independent Directors accepted Mr. Strong’s resignation as Chairman of the Strong Funds’ Boards. Effective December 2, 2003, Mr. Strong resigned as Director of the Strong Funds’ Boards, as Chairman, Chief Investment Officer and Director of Strong, and as Chairman and Director of Strong Financial Corporation, and its affiliates.

Strong is aware of a complaint filed and simultaneously settled on September 3, 2003 (the “Complaint”), by NYAG on behalf of the State of New York, against Canary Capital Partners, LLC, et al. (collectively, “Canary”), which alleges that Canary engaged in certain improper trading practices characterized as “late-day trading” and “market timing” with various mutual funds. Strong and certain Strong Funds are referenced, although not named as parties in the Complaint, with respect to the market timing allegations. On September 5, 2003, the SEC began an inquiry based on matters related to, and set forth in, the Complaint. On September 24, 2003, the WDFI asked that certain information and documents be provided related to the matters referenced in the Complaint.

Strong is currently cooperating with the NYAG, the SEC, the WAG, the WDFI, and the WVAG with respect to their separate inquires into these matters. On September 26, 2003, Strong announced its commitment to make appropriate reimbursement if it is determined that the transactions set forth in the Complaint adversely affected investors in the Strong Funds referenced in the Complaint. On October 30, 2003, Mr. Strong announced that he has committed to personally compensate the Strong Funds for any financial losses they may have experienced as a result of his transactions.

43

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2003

As of the date of this Report, Strong is aware of multiple shareholder class and derivative actions (“Actions”) filed since September 4, 2003, with respect to the factual matters referenced in the Complaint naming, among others, Strong, Strong Funds, Strong affiliates, and certain of their officers and directors as defendants. These Actions have been filed in the following federal and state courts: U.S. District Court for the Southern District of New York; U.S. District Court, District of New Jersey; U.S. District Court, Eastern District of Wisconsin, Milwaukee Division; U.S. District Court, Western District of Wisconsin; Superior Court of New Jersey Law Division of Hudson; State of Wisconsin Circuit Court, Milwaukee County; State of Wisconsin Circuit Court, Waukesha County; Supreme Court of the State of New York; Superior Court of the State of California, County of Los Angeles; and U.S. District Court, District of Connecticut. The Actions generally allege, among other things, that the defendants violated their fiduciary duty to fund shareholders and certain retirement plan participants, and made false and misleading statements in the funds’ prospectuses in violation of federal and state securities laws. The Actions generally seek one or more of the following: compensatory damages, punitive damages, special damages, exemplary damages, rescission, restitution, payment of plaintiffs’ attorneys’ fees and experts’ fees, and/or replacement of the Board of Directors of the Strong Funds. Additional lawsuits may be filed in the same or other venues presenting allegations and demands for relief. Strong expects that any such lawsuits would contain allegations including the matters discussed here and that the demands for relief would not materially differ from those described above. Based on available information, Strong and the Strong Funds do not currently believe that any of the pending Actions or the regulatory inquires will have a material impact on any of the Strong Funds.

44

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Shareholders

of Strong Core Funds:

In our opinion, the accompanying statements of assets and liabilities, including the schedules of investments in securities, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Strong Balanced Fund, Strong Large Cap Core Fund, Strong Growth and Income Fund and Strong Opportunity Fund (all four collectively constituting Strong Core Funds, hereafter referred to as the “Funds”) at December 31, 2003, and the results of each of their operations, the changes in each of their net assets and their financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Funds’ management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Milwaukee, Wisconsin

February 3, 2004

45

DIRECTORS AND OFFICERS

Each officer and director holds the same position with the 27 registered open-end management investment companies consisting of 72 mutual funds (“Strong Funds”).

Willie D. Davis (DOB 7-24-34), Director of the Strong Funds since July 1994.

Mr. Davis has been President and Chief Executive Officer of All Pro Broadcasting, Inc., since 1977; Director of Wisconsin Energy Corporation (formerly WICOR, Inc., a utility company) since 1990, Metro Goldwyn Mayer, Inc. (an entertainment company), since 1998, Bassett Furniture Industries, Inc., since 1997, Checker’s Drive-In Restaurants, Inc. (formerly Rally’s Hamburgers, Inc.), since 1994, Johnson Controls, Inc. (an industrial company), since 1992, MGM Mirage (formerly MGM Grand, Inc., an entertainment/hotel company) since 1990, Dow Chemical Company since 1988, Sara Lee Corporation (a food/consumer products company) since 1983, Alliance Bank since 1980, Manpower, Inc. (a worldwide provider of staffing services), since 2001, and Kmart Corporation (a discount consumer products company) from 1985 to 2003; and Trustee of the University of Chicago since 1980 and Marquette University since 1988.

Gordon B. Greer (DOB 2-17-32), Director of the Strong Funds since March 2002.

Mr. Greer was Of Counsel for Bingham McCutchen LLP (a law firm previously known as Bingham Dana LLP) from 1997 to February 2002 and Partner of Bingham McCutchen LLP from 1967 to 1997. On behalf of Bingham McCutchen LLP, Mr. Greer provided representation to the disinterested directors of the Strong Funds from 1991 to February 2002. Bingham McCutchen LLP has provided representation to the Independent Directors of the Strong Funds since 1991.

Stanley Kritzik (DOB 1-9-30), Director of the Strong Funds since January 1995 and Chairman of the Audit Committee of the Strong Funds since July 2000.

Mr. Kritzik has been Partner of Metropolitan Associates (a real estate firm) since 1962; Director of Wisconsin Health Information Network since November 1997, Health Network Ventures, Inc., from 1992 to April 2000, Aurora Health Care from September 1987 to September 2002; and Member of the Board of Governors of Snowmass Village Resort Association from October 1999 until October 2002.

Neal Malicky (DOB 9-14-34), Director of the Strong Funds since December 1999.

Mr. Malicky has been President Emeritus of Baldwin-Wallace College since July 2000; Chancellor of Baldwin-Wallace College from July 1999 to June 2000; President of Baldwin-Wallace College from July 1981 to June 1999; Director of Aspire Learning Corporation since June 2000; Trustee of Southwest Community Health Systems, Cleveland Scholarship Program, and The National Conference for Community and Justice until 2001; President of the National Association of Schools and Colleges of the United Methodist Church, Chairperson of the Association of Independent Colleges and Universities of Ohio, and Secretary of the National Association of Independent Colleges and Universities until 2001.

William F. Vogt (DOB 7-19-47), Director and Chairman of the Independent Directors Committee of the Strong Funds since January 1995.

Mr. Vogt has been Senior Vice President of IDX Systems Corporation (a management consulting firm) since June 2001; President of Vogt Management Consulting, Inc., from July 1990 to June 2001; and former Fellow of the American College of Medical Practice Executives.

46

DIRECTORS AND OFFICERS (continued)

Ane K. Ohm (DOB 10-16-69), Anti-Money Laundering Compliance Officer of the Strong Funds since November 2002.

Ms. Ohm has been Anti-Money Laundering Compliance Officer of Strong Financial Corporation since February 2003; Assistant Executive Vice President of Strong Financial Corporation since November 2003; Executive Vice President of the Advisor since December 2001; Director of Mutual Fund Administration of Strong Investor Services, Inc., since April 2001; and Marketing Services Manager of Strong Investments, Inc., from November 1998 to April 2001.

Christopher O. Petersen (DOB 1-18-70), Vice President and Assistant Secretary of the Strong Funds since May 2003.

Mr. Petersen has been Managing Counsel of Strong Financial Corporation since March 2003; Corporate Counsel at U.S. Bancorp Asset Management, Inc., from May 2001 to March 2003; Corporate Counsel at First American Asset Management, a division of U.S. Bank National Association (“FAAM”), from September 1999 to May 2001; Compliance Officer at FAAM from January 1999 to September 1999; and Associate Attorney at Mauzy Law Firm from September 1997 to December 1998.

Richard W. Smirl (DOB 4-18-67), Vice President of the Strong Funds since February 2002 and Secretary of the Strong Funds since November 2001.

Mr. Smirl has been Senior Counsel of Strong Financial Corporation since December 2001; Assistant Secretary of Strong Financial Corporation from December 2001 to February 2003; Secretary of Strong Financial Corporation since February 2003; Assistant Executive Vice President of the Advisor since December 2001; Chief Legal Officer of the Advisor since February 2003; Secretary of the Advisor since November 2002; Assistant Secretary of the Advisor from December 2001 to November 2002; Senior Counsel of the Advisor from July 2000 to December 2001; General Counsel of Strong Investments, Inc. (“Distributor”), since November 2001; Secretary of the Distributor since July 2000; Vice President and Chief Compliance Officer of the Distributor from July 2000 to December 2003; Lead Counsel of the Distributor from July 2000 to November 2001; Vice President of Strong Investor Services, Inc., since December 2001; Assistant Secretary of Strong Investor Services, Inc., from December 2001 to May 2003; Secretary of Strong Investor Services, Inc., since May 2003; Partner at Keesal, Young & Logan LLP (a law firm) from September 1999 to July 2000; and Associate at Keesal, Young & Logan LLP from September 1992 to September 1999.

Gilbert L. Southwell III (DOB 4-13-54), Assistant Secretary of the Strong Funds since July 2001.

Mr. Southwell has been Associate Counsel of Strong Financial Corporation since December 2001; Assistant Secretary of the Advisor since December 2002; Associate Counsel of the Advisor from April 2001 to December 2001; Partner at Michael, Best & Friedrich, LLP (a law firm) from October 1999 to March 2001; and Assistant General Counsel of U.S. Bank, National Association (formerly Firstar Bank, N.A.) and/or certain of its subsidiaries from November 1984 to September 1999.

John W. Widmer (DOB 1-19-65), Treasurer of the Strong Funds since April 1999.

Mr. Widmer has been Treasurer of the Advisor since April 1999; Assistant Treasurer of Strong Financial Corporation since December 2001; Assistant Secretary of Strong Financial Corporation from December 2001 to January 2003; Treasurer of Strong Service Corporation since April 1999; Treasurer and Assistant Secretary of Strong Investor Services, Inc., since July 2001; and Manager of the Financial Management and Sales Reporting Systems department of the Advisor from May 1997 to April 1999.

Thomas M. Zoeller (DOB 2-21-64), Vice President of the Strong Funds since October 1999.

Mr. Zoeller has been Executive Vice President of the Advisor since April 2001; Chief Financial Officer of the Advisor since February 1998; Secretary of the Advisor from December 2001 to November 2002; Member of the Office of the Chief Executive of Strong Financial Corporation since May 2001; Chief Financial Officer and Treasurer of Strong Investments, Inc., since October 1993; Executive Vice President of Strong Investor Services, Inc., since July 2001; Secretary of Strong Investor Services, Inc., from July 2001 to May 2003; Executive Vice President, Chief Financial Officer, and Secretary of Strong Service Corporation since December 2001; Treasurer of Strong Service Corporation from September 1996 to April 1999; Vice President of Strong Service Corporation from April 1999 to December 2001; Member of the Office of the Chief Executive of the Advisor from November 1998 until May 2001; and Senior Vice President of the Advisor from February 1998 to April 2001.

Except for Messrs. Davis, Kritzik, Malicky, and Vogt, the address of all of the Directors and Officers is P.O. Box 2936, Milwaukee, WI 53201. Mr. Davis’s address is 161 North La Brea, Inglewood, CA 90301. Mr. Kritzik’s address is 1123 North Astor Street, Milwaukee, WI 53202. Mr. Malicky’s address is 4608 Turnberry Drive, Lawrence, KS 66047. Mr. Vogt’s address is P.O. Box 7657, Avon, CO 81620.

The statement of additional information contains additional information about fund directors and officers and is available without charge, upon request, by calling 1-800-368-3863.

47

NOTES

48

NOTES

49

NOTES

50

Directors

Willie D. Davis

Gordon B. Greer

Stanley Kritzik

Neal Malicky

William F. Vogt

Officers

Phillip O. Peterson, President (effective January 2004)

Thomas M. Zoeller, Vice President

Richard W. Smirl, Vice President and Secretary

Christopher O. Petersen, Vice President and Assistant Secretary

Gilbert L. Southwell III, Assistant Secretary

John W. Widmer, Treasurer

Ane K. Ohm, Anti-Money Laundering Compliance Officer

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

State Street Bank and Trust Company

801 Pennsylvania Avenue, Kansas City, Missouri 64105

Transfer Agent and Dividend-Disbursing Agent

Strong Investor Services, 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

Strong Investments

P.O. Box 2936 | Milwaukee, WI 53201

www.Strong.com

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

To receive a free copy of the policies and

procedures the funds use to determine how

to vote proxies relating to portfolio securities,

call 1-800-368-3863, or visit the Securities

and Exchange Commission’s web site at

www.sec.gov

If you are a Financial Professional,

call 1-800-368-1683

Visit our web site at

www.Strong.com

This report does not constitute an offer for the sale of securities. Strong Funds are offered for sale by prospectus only. Securities are offered through Strong Investments, Inc. RT40963 02-04

ACOR/WH2056 12-03

Item 2. Code of Ethics

(a) As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the code of ethics is filed as an exhibit to this Form N-CSR.

(b) During the period covered by this report, no amendments were made to the provisions of the code of ethics adopted in 2(a) above.

(c) During the period covered by this report, no implicit or explicit waivers to the provisions of the code of ethics adopted in 2(a) above were granted.

Item 3. Audit Committee Financial Expert

The registrant’s Board of Directors has determined that independent director Stanley Kritzik qualifies as an Audit Committee financial expert. The designation of a person as an “Audit Committee financial expert” does not mean that the person has any greater duties, obligations, or liability than those imposed on the person without the “Audit Committee financial expert” designation. Similarly, the designation of a person as an “Audit Committee financial expert” does not affect the duties, obligations, or liability of any other member of the Audit Committee or Board of Directors.

Item 4. Principal Accountant Fees and Services

(a) – (d) Aggregate fees billed to the registrant for the last two fiscal years for professional services rendered by the registrant’s principal accountant were as follows:

	2003
	Audit Fees		Audit Related Fees		Tax Fees		Other Fees
Strong Equity Funds, Inc.	$	239,111	$	625	$	29,009	$	—

	2002
	Audit Fees		Audit Related Fees		Tax Fees		Other Fees
Strong Equity Funds, Inc.	$	165,998	$	6,000	$	55,483	$	—

Audit fees include amounts related to the audit of the registrant’s annual financial statements and services normally provided by the accountant in connection with statutory and regulatory filings. Audit-related fees include amounts reasonably related to the performance of the audit of the registrant’s financial statements, specifically the review of regulatory filings related to reorganizations and new share classes. Tax fees include amounts related to tax compliance, tax planning, and tax advice. Other fees include the registrant’s pro-rata share of amounts for products and services other than those reported above.

(e) (1) The Audit Committee is required to preapprove audit and non-audit services performed for the Funds by the independent auditor in order to assure that the provision of such services does not impair the auditor’s independence. The Audit Committee also is required to preapprove certain non-audit services performed by the Funds’ independent auditor for the Funds’ investment adviser and certain of the adviser’s affiliates if the services relate directly to the operations and financial reporting of the Funds. Unless a type of service to be provided by the independent auditor has received preapproval, it will require specific preapproval by the Audit Committee. Any proposed services exceeding preapproved cost levels will require separate preapproval by the Audit Committee.

Notwithstanding any provision of this Policy, the Audit Committee is not required to preapprove services for which preapproval is not required by applicable law, including de minimis services (defined as non-audit services that constitute no more than 5% of the total amount of revenues paid to the independent auditor during the year in which the services are provided) and grandfathered services.

The Audit Committee may delegate preapproval authority to one or more of its members. The member or members to whom such authority is delegated shall report any preapproval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee does not delegate its responsibility to preapprove services performed by the independent auditor to management.

     (2) No services included in (b) – (d) above were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f) Not applicable.

(g) The aggregate fees billed for the most recent fiscal year and the preceding fiscal year by the registrant’s principal accountant for non-audit services rendered to the registrant, its investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant were $254,000 and $266,000, respectively.

(h) All non-audit services rendered in (g) above were pre-approved by the registrant’s audit committee. Accordingly, these services were considered by the registrant’s audit committee in maintaining the principal accountant’s independence.

Item 5 –  6. [Reserved]

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable to this Registrant, insofar as the Registrant is not a closed-end management investment company.

Item 8. [Reserved]

Item 9. Controls and Procedures

(a) An evaluation was performed within 90 days from the date hereof under the supervision of the Registrant’s management, including the principal executive officer and treasurer, regarding the effectiveness of the registrant’s disclosure controls and procedures. Based on that evaluation, it was determined that such disclosure controls and procedures provide reasonable assurance that the material information required to be disclosed by the Registrant in the reports its files or submits on Form N-CSR (1) is accumulated and communicated to the Registrant’s management, including its principal executive officer and treasurer, to allow timely decisions regarding required disclosure, and (2) is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms.

(b) There were no significant changes in the Registrant’s internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation referenced in (a) above, including any corrective actions with regard to significant deficiencies and material weaknesses.

Item 10. Exhibits

The following exhibits are attached to this Form N-CSR:

10(a)	Code of Ethics required by Item 2 of Form N-CSR
10(b)(1)	Certification of Principal Executive Officer Required by Section 302 of the Sarbanes-Oxley Act of 2002
10(b)(2)	Certification of Principal Financial Officer Required by Section 302 of the Sarbanes-Oxley Act of 2002
10(c)	Certification of Chief Executive Officer and Chief Financial Officer Required by Section 906 of the Sarbanes-Oxley Act of 2002

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Strong Equity Funds, Inc., on behalf of Strong Advisor Large Company Core Fund, Strong Advisor Mid Cap Growth Fund, Strong Advisor Small Cap Value Fund, Strong Advisor Utilities and Energy Fund, Strong Dow 30 Value Fund, Strong Enterprise Fund, Strong Growth 20 Fund, Strong Growth Fund, Strong Index 500 Fund, Strong Large Cap Core Fund, Strong Large Company Growth Fund, Strong Mid Cap Disciplined Fund, Strong Technology 100 Fund, Strong U.S. Emerging Growth Fund and Strong Value Fund.

By:	/s/    Richard W. Smirl
	Richard W. Smirl, Vice President and Secretary
Date: February 24, 2004

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/    Thomas M. Zoeller
	Thomas M. Zoeller, Principal Executive Officer
Date: February 24, 2004

By:	/s/    John W. Widmer
	John W. Widmer, Treasurer (Principal Financial Officer)
Date: February 24, 2004