THE OAKMARK INT'L SMALL CAP FUND

Report from David Herro and Adam Schor, Portfolio Managers


Fellow Shareholders:

We are happy to report once again a satisfactory return of 6.42% for the quarter ending 1/31/97. More importantly, our annualized return since inception (11/1/95) through January 31, 1997 of 16.7% ranks this Fund as one of the top-performing international funds in the Lipper international universe.

A Name Change:

We start the new year with a new name for this Fund. As of this report, we have changed the name to The Oakmark International Small Cap Fund.

When we launched the Fund, we selected “Emerging Value,” hoping to evoke images of companies that were emerging into first tier investments. Either they were small companies on the brink of growth or they were large firms but were growing as their host countries grew. We thought Emerging Value captured the idea of buying dynamic companies before they were fully understood and exposed and while they were improperly priced. We also liked the name better than Small Value or New Value or Soon-To-Be-Valuable-When-Finally-Discovered Fund.

The Fund’s name also reflects an obvious point—investing is our forte, not marketing. We are much better at managing funds than naming them. (What’s an Oakmark anyway?)

When you hear thundering hooves, think horses. Investors who saw the word “emerging” thought that it was an emerging markets fund. In fact, our exposure to emerging markets has hovered around 50% and has never been greater than 55% of our assets. Most of our companies in the portfolio were and still are small cap companies, even those in emerging markets. If you take away Telmex, YPF and Asia Pulp and Paper, the remaining 40 or so other names in our Fund are less than $500 million in market capitalization.

Ever since Mexico jilted them, investors’ relationship with emerging markets has been rocky. We thought many investors shied away from this fund because they thought it was an emerging markets fund. So with our marketing department, we chose a clearer name. We explained that the Fund was an international small cap fund and not an emerging market fund. Suddenly, the creatives took over. The new name would be the Oakmark International Small Cap Fund. So let it be written, so let it be done.

The name change more clearly defines the investment universe of the Fund. We will continue to apply the same disciplined value-oriented investment philosophy and process. We are happy with our leading performance and hope our shareholders are too.

The change offers the opportunity to explain the differences between this fund and The Oakmark International Fund. We started The International Small Cap Fund to take advantage of a tremendous oversight in the market. As we traveled the world looking for companies for the $1.2 billion Oakmark International Fund, we saw a layer of small cap stocks that were overlooked and undervalued. Many of these firms were too small to build into a meaningful position in the large fund. But their values remained. So we saw — and still see today — an opportunity for a fund specifically geared to invest in smaller companies.

That’s what we have today and finally it is clearly labeled. The International Small Cap Fund offers investors the opportunity to invest in companies that we think are among the most compelling values around. Because the companies are smaller and less liquid than the names in the other international fund, they will be more volatile. But we hope that our patience is rewarded with returns. So far, it has gone well. But long-term investors must look ahead—and that’s exactly where we see the best value.

Latin America on the rebound...

Speaking of long-term investing brings us to this story. Two years ago, our trading desk received a call from a large global brokerage firm. They had an important U.S. client selling Latin American stocks. When asked which ones and at what price, the response was, “all of them and make a bid!”

Now, after a rebound in the markets and economies of Latin America, we have seen that patience pays. For this fund, Mexican food company Grupo Herdez, the Argentine textile/shoe company Alpargatas, and the Brazilian utility Cemig have produced great returns.

Business conditions in Latin America continue to look favorable, and we expect continued strong performance from our investments. What a difference a few years makes!

...And it’s smooth sailing in Asia ex-Japan

We still see excellent opportunity investing in Asia, including Hong Kong, where we are about four months away from reunification with China (a.k.a. The Big Event). Hong Kong is showing increasing confidence in its economy after June 30. HK company Yip’s Hang Cheung has extensive exposure in China as a manufacturer and marketer of paints, solvents and lubricants. Indonesia-based Steady Safe has a strong transportation franchise in that country in taxis, buses and soon, rail. And New Zealand fish company Sanford has valuable fish quotas and access to some of the world’s most fertile fishing grounds.

One exception to the rosy Asian picture is Japan. We still see a lot of macro problems. Furthermore, many corporate managers are unaware — or unconcerned — that they are employed by shareholders and that they should act to benefit those shareholders. We have found a few solid companies, however. One recent purchase is video game software developer Enix. Enix makes games for Nintendo and, soon, will make them for Sony. It is one of the few companies in Japan that seems to be run for its owners.

The Oakmark International Small Cap Fund heads into 1997 as we entered 1996, with confidence that the market is mispricing a lot of good, small companies. We haven’t changed the way we manage the Fund and we certainly haven’t changed our outlook. We have retained a disciplined, longterm focus. As the unfortunate sellers in Latin America have discovered over the last two years, that’s the best way to invest.

David Herro

Adam Schor
Portfolio Managers
72242.772@compuserve.com
oakix@aol.com
February 5, 1997


THE VALUE OF A $10,000 INVESTMENT IN THE OAKMARK INTERNATIONAL SMALL CAP FUND FROM ITS INCEPTION (11/1/95) TO PRESENT (1/31/97) AS COMPARED TO THE MORGAN STANLEY WORLD EX U.S. INDEX

1/31/97 NAV $11.69 Average Annual Total Return*
Through 1/31/97
Total Return
Last 3 Months
From Fund
Inception 11/1/95
The Oakmark Int’l Small Cap Fund 6.4% 16.7%
Morgan Stanley World ex U.S. w/inc** -0.5% 8.4%
Lipper Analytical International Fund Average** 5.8% 15.0%
Micropal Int’l Small Co Fund Index 4.4% 14.4%

* Total return includes change in share prices and in each case includes reinvestment of any dividends, interest and capital gain distributions.

** Each of the three indexes or averages is an unmanaged group of stocks whose composition is different from the Fund. The Morgan Stanley World ex U.S. Index includes 19 country subindexes. The Lipper International Fund Average includes 106 mutual funds that invest in securities whose primary markets are outside the United States. The Micropal Int’l Small Co Fund Index sector average is an unweighted index comprised of all funds within the International Small Company Fund sector. Past performance is no guarantee of future results.
THE OAKMARK INT'L SMALL CAP FUND

International Diversification—January 31, 1997


THE OAKMARK INT'L SMALL CAP FUND

Schedule of Investments— January 31, 1997 (Unaudited)

Description Shares Held/
Principal Value
Market Value
Common Stocks—95.1%
Consumer NonDurables—5.4%
Designer Textiles (NZ) Limited (New Zealand) Manufactures Knit Fabrics 2,500,000 $ 1,462,793
PT Polysindo EKA Perkasa (Indonesia) Integrated Textile Manufacturer 2,652,000 1,366,723
2,829,516
Food—6.9%
Grupo Herdez, SA de CV (Mexico) Manufacturer and Distributor of Bottled and Canned Food 4,024,000 $ 1,482,269
Taittanger (France) Producer of Wine & Spirits 2,720 898,869
Daehan Flour Mills Co., Ltd. (Korea) Food Processing 6,500 411,792
Chosun Brewery (Korea) Korean Brewer 14,410 398,149
Soproni Sorgy AR RT (Hungary) Hungarian Brewer 13,155 341,396
DB Group Ltd. (New Zealand) Producer of Beer, Wine, & Liquor 67,800 47,605
3,580,080
Household Products—6.6%
WMF (Germany) Tableware and Kitchenware 9,300 $ 1,523,659
Enix Corporation (Japan) Entertainment Software 61,800 1,315,056
N.V. Koninklijke Sphinx Gustavsberg (Netherlands) Bathroom Products 54,159 586,538
3,425,253
Retail—1.7%
Alpargatas Sociedad Anonima Industrial Y Comercial (Argentina) Textiles and Footwear 1,035,000 $ 874,837
Other Consumer Goods & Services—10.2%
PT Steady Safe (Indonesia) Transportation 1,214,500 $ 1,571,135
Vardon PLC (United Kingdom) Leisure 915,000 1,502,764
Fyffes (Ireland) Distributor of Fresh Fruit, Flowers and Produce in Europe 678,133 1,263,602
Innovative International Holdings (Hong Kong) Auto Parts & Equipment 1,200,000 491,676
CeWe Color Holding AG (Germany) Photo Equipment & Supplies 1,900 440,213
5,269,390
Telecommunications—5.1%
Telefonos de Mexico, S.A. de C.V. (Mexico) (b) Telephone Company 38,050 $ 1,431,631
Tadiran Ltd. (Israel) (a) Telecommunication Equipment 45,484 1,214,653
2,646,284
Oil and Natural Gas—2.0%
YPF Sociedad Anonima (Argentina) (b) Exploration, Production and Marketing 37,000 $ 1,031,375
Banks—2.1%
Anglo Irish Bank Corporation plc (Ireland) Irish Bank 860,000 $ 1,095,716
Other Financial—2.9%
JCG Holdings Ltd. (Hong Kong) Investment Holding Company 1,684,000 $ 1,499,497
HIH Winterhur (Australia) Insurance and Reinsurance Broker 9,243 21,856
1,521,353
Computer Systems—3.8%
Solution 6 Holdings Limited (Australia) Design Computer Systems/ Consultants 2,267,153 $ 1,988,731
Marketing Services—3.1%
Cordiant PLC (United Kingdom) (a) Global Advertising Agency 970,000 $ 1,608,636
Broadcasting & Publishing—4.4%
Woong Jin Publishing Co. (Korea) Publisher 23,736 $ 1,413,184
Moffat Communications Limited (Canada) Owner and Operator of Television Stations and Cable Systems 45,500 658,539
Zee Telefilms, B Shares (India) Broadcasting and TV 85,900 206,663
2,278,386
Chemicals—2.1%
EVC International NV (Netherlands) Western European PVC Manufacturer 39,600 $ 1,103,412
Components—6.6%
Tower Semiconductor Limited (Israel) Semiconductors 138,400 $ 1,522,400
Barlo Group PLC (Ireland) Manufacturer of Radiators and Industrial Plastics 1,605,000 1,150,263
Pentex Schweizer Circuits Limited (Singapore) Manufacturer and Marketer of Printed Circuit Boards 546,000 775,678
3,448,341
Forestry Products—2.5%
Asia Pulp & Paper Company Ltd (Indonesia) (a) Paper & Packaging Products 114,000 $ 1,311,000
Machinery and Metal Processing—2.4%
Steel & Tube Holdings Ltd.(New Zealand) Produces and Distributes Steel 150,500 $ 953,122
Groupe FivesLille (France) Builder of Heavy Machinery 3,125 269,919
1,223,041
Mining and Building Materials—7.7%
Parbury Limited (Australia) Manufactures Building Products 2,451,446 $ 1,477,225
Groupo Uralita (Spain) Manufacturers of Building Products and Chemicals 153,100 1,414,982
Asia Cement Manufacturing Co. (Korea) Cement Manufacturer 36,150 1,086,590
3,978,797
Other Industrial Goods and Services—15.0%
Sanford Limited (New Zealand) Owns and Manages Fisheries 1,030,040 $ 2,198,062
BT Industries AB (Sweden) Fork Lifts & Transportation Equipment 68,000 1,324,529
Yip’s Hang Cheung (Holdings) Limited (Hong Kong) Paint Company 10,090,000 1,184,914
Wattyl (Australia) Paint Company 279,091 1,149,574
TechTronic Industries Company Limited (Hong Kong) Manufactures Electric Hand Tools 7,640,000 1,104,246
Fukuda Denshi Co., Ltd. (Japan) Medical Products Manufacturer and Distributor 42,000 807,126
VAE Eisenbahnsysteme AG (Austria) Manufactures Rail-Related Products 400 39,950
7,808,401
Production Equipment—4.6%
Danieli & Company (Italy) Steel Mini-Mills Equipment 360,300 $ 1,525,718
The NSC Group (France) Wool Textile Manufacturer 7,860 862,500
2,388,218
Total Common Stocks (Cost: $46,949,074) 49,410,767
Short-Term Investments—5.2%
Commercial Paper—2.9%
General Electric Capital Corporation, 5.31% due 2/3/1997 1,500,000 1,500,000
Total Commercial Paper 1,500,000
Repurchase Agreements—2.3%
State Street Repurchase Agreement, 5.47% due 2/3/1997 1,185,000 $ 1,185,000
Collaterized by US Treasury Securities
Total Repurchase Agreements 1,185,000
Total ShortTerm Investments (Cost:$2,685,000) 2,685,000
Total Investments (Cost:$49,634,074)—100.3% $ 52,095,767
Foreign currencies (Cost:$688,361.26)—1.3% 679,551
Other liabilities, less other assets(c)—(1.6%) (841,723)
Total Net Assets—100% $51,933,595
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Notes:
(a) Nonincome producing security.
(b) Represents an American Depositary Receipt.
(c) Includes transaction hedges.