THE OAKMARK SMALL CAP FUND

Report from Steven J. Reid, Portfolio Manager


INTERMISSION
April 30, 1997 marked the half way point of The Oakmark Small Cap Fund’s fiscal year. For the six month period, your Fund gained 15.0%. This is substantially better than the relevant indices. The Fund’s second fiscal quarter ended with a $0.01 decline in the net asset value; this equated to a loss of 0.07%. The indices to which your Fund is compared declined considerably more.

Several significant events occurred that explain recent results. On the positive side, Kysor Industrial Corp. was acquired by Scotsman Industries Inc., also a holding of your Fund, for $43 per share in cash. Our only regret is that Scotsman did not offer the option of receiving their shares in lieu of cash. SPX Corp., your Fund’s largest holding, announced that they would repurchase up to 18% of their outstanding shares in a Dutch Auction at prices up to $56 per share. Triarc Companies, Inc. announced several transactions that are expected to increase the value of the company over the long term.

On a less than positive note, we were not exempt from the overall market decline. Financial companies were generally hit the hardest as a group. Several of our holdings did not or were not expected to produce the near-term results on which other investors focus so closely. As long-term investors, we see these situations as opportunities and we can and do try to take advantage of them.

THE VALUE OF LONG-TERM INVESTING
During the quarter it seemed that a lot happened, but very little changed. The Fund rose to an all-time high in early March and promptly gave up those gains and then some before returning to virtually where we were at the end of January. Why did this happen? Well no one knows for sure, but it appears that Wall Street became obsessed with several short-term events—the Fed’s decision to raise interest rates and anticipation of second quarter earnings, coupled with the fear of companies not meeting expectations. Last, many investors became concerned over the possibility of an overall market correction. I am pleased to be able to say that the overall operating results and prospects of the companies in which we have invested continue to be quite good. The only significant changes we saw were in the price of their shares.

Our perspective as long-term investors is to focus on investing in individual companies. While the overall level of interest rates will affect economic activity and the valuation of companies, the recent increase in rates is relatively unimportant for the companies in which we have invested. We look at the goods or services our companies provide and the long-term prospects for them. In fact, we do not attempt to predict the direction, or magnitude of change in interest rates or the stock market. I realized long ago that many of the well known pundits of prediction had very poor batting averages over the long term. Thus, we happily accept that the risk of not being invested is far greater than attempting to invest based on predictions of macro outcomes over the long term.

I was particularly amused by an article in the Wall Street Journal regarding the superior share price performance of small companies vs. large companies. The article referred to this as the “small-cap effect” and offered that a recent study showed that $1 invested in small companies at the end of 1926 would be worth $3990 at the end of 1996. Whereas, $1 invested in large companies would only be worth $1370 over the same period. Several experts were interviewed to garner their views on the subject. One particularly vocal opponent contended that if one were to eliminate the 9 year period from the end of 1974 through the end of 1983, the returns from small companies since 1926 were inferior to those of large companies.

Several thoughts come to mind. First, the data might not be reliable. It is very likely that small companies in 1926 either don’t exist anymore or are large companies now. After all, large companies are small companies that grew up. Second, data manipulation is a dangerous thing. The elimination of 9 years from a 70 year study seems statistically significant. Such that I am willing to predict that if we eliminate the economies of China and India, global economic development will not be as robust as once estimated. What we can take away from this data is the importance of investing for the long term, or in other words, being there—not to mention the very desirable returns of equity investing over the long term.

WHAT WOULD A RATIONAL BUSINESS PERSON PAY TO OWN THIS?
This is the question we ask ourselves when valuing the companies in which we invest. I mentioned earlier that Triarc Companies Inc., the producer of Royal Crown and Mistic Brands beverages and the franchisor of Arby’s restaurants, made several strategic changes to their business mix. Of particular interest was the purchase of Snapple. Snapple was acquired by Quaker Oats in late 1994 for $1.7 bil. At the time, we did not understand the rationale for the price Quaker paid. It was a time when ready-to-drink teas were experiencing tremendous growth and the brand commanded a premium. In March of this year, our friends at Triarc bought Snapple for $300 mil. The important point is that Triarc’s managers think like owners (which they are), so they waited until the price was right. This kind of patience pays off for all of us.

WEATHER
Having used up my allotment of one prediction per letter, I will forgo any thoughts on the weather. I will share with you that one of our readers, and a graduate student in meteorology, is particularly interested in my prediction of snow for the Midwest in May. Earlier this week, parts of Michigan and Wisconsin received more than 8 inches of snow. I feel relieved not to have predicted the once-in-100-year flooding.

Once again, I would like to thank everyone involved, especially our shareholders, for your support.


STEVEN J. REID

Portfolio Manager
sreid@oakmark.com
May 14, 1997


THE VALUE OF A $10,000 INVESTMENT IN THE OAKMARK MALL CAP FUND FROM ITS INCEPTION (11/1/95) TO PRESENT(4/30/97) AS COMPARED TO THE RUSSELL 2000


4/30/97 NAV $15.17

Average Annual Total Return*
Through 4/30/97


Total Return
Last 3 mos.
From Fund Inception
11/1/95
The Oakmark Small Cap Fund -0.1% 32.1%
Lipper Small Co. Growth** -12.2% 4.9%
Russell 20000 w/inc** -6.8% 12.0%
S&P Small Cap 600 w/inc** -6.0% 14.6%

*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 Lipper Small Company Growth Fund Index is comprised of 30 Small Cap Funds. The Russell 2000 Index measures the performance of smaller companies, and represents approximately 10% of the total value of publicly traded companies in the U.S. The S&P 600 Index measures the performance of selected U.S. stocks with a small market capitalization. Past performance is no guarantee of future results.


THE OAKMARK SMALL CAP FUND

Schedule of Investments—April 30, 1997 (Unaudited)

Shares Held/
Principal Value
Market Value
Common Stocks—93.4%
Food & Beverage—6.6%
Triarc Companies, Inc. (a) 1,000,000 $18,625,000
Ralcorp Holdings, Inc. (a) 1,200,000 12,300,000
International Multifoods Corporation 351,200 8,736,100
GoodMark Foods, Inc. 91,900 1,183,213
40,844,313
Retail—5.3%
Carson Pirie Scott & Company (a) 511,500 $15,217,125
Zale Corporation (a) 523,900 9,692,150
Cole National Corporation (a) 254,700 8,405,100
33,314,375
Other Consumer Goods & Services—5.7%
Scotsman Industries, Inc. (d) 662,100 $16,883,550
First Brands Corporation 600,000 15,225,000
Justin Industries 207,400 2,307,325
GC Companies, Inc. (a) 30,200 1,211,775
35,627,650
Banks—7.0%
People’s Bank of Bridgeport, Connecticut 1,000,000 $30,000,000
Harbor Federal Savings Bank 160,000 5,880,000
Northwest Savings Bank 260,000 3,835,000
Pocahontas Federal Savings and
Loan Association (d) 140,000 2,485,000
Savings Bank of the Finger Lakes 94,000 1,386,500
Fidelity Bancshares, Inc. (a) 5,700 108,300
43,694,800
Insurance—9.7%
RenaissanceRe Holdings Limited 504,500 $18,666,500
Highlands Insurance Group, Inc. (a) (d) 900,000 15,862,500
Chartwell Re Corporation (d) 500,000 12,750,000
PXRE Corporation 385,000 9,769,375
Danielson Holding Corporation (a) 452,400 3,053,700
60,102,075
Other Financial—1.2%
Duff & Phelps Credit Rating Company (d) 296,800 $7,753,900
Broadcasting & Publishing—10.4%
Cablevision Systems Corporation (a) 650,000 $20,475,000
TCI Satellite Entertainment, Inc., Class A (a) 2,250,000 16,875,000
Lee Enterprises, Inc. 500,000 12,312,500
Central Newspapers, Inc., Class A 180,000 9,697,500
Granite Broadcasting Corporation (a) (d) 625,000 5,156,250
64,516,250
Data Storage—0.6%
Imation Corporation (a) 150,000 $3,543,750
Aerospace & Defense—3.0%
Logicon, Inc. 281,900 $11,205,525
Tracor, Inc. (a) 350,000 7,612,500
18,818,025
Machinery & Metal Processing—8.9%
Gardner Denver Machinery, Inc. (a) (d) 850,000 $19,337,500
The Carbide/Graphite Group, Inc. (a) (d) 800,000 18,100,000
Matthews International Corporation, Class A 308,500 9,023,625
Northwest Pipe Company (a) (d) 500,000 8,000,000
Graco, Inc. 41,200 973,350
55,434,475
Building Materials & Construction—1.4%
NVR Inc. (a) (d) 700,000 $8,925,000
Oil & Natural Gas—2.4%
Titan Exploration, Inc. (a) (d) 1,956,400 $14,673,000
Other Industrial Goods & Services—17.4%
SPX Corporation (d) 844,100 $46,108,962
MagneTek, Inc. (a) 1,050,000 17,587,500
Essex International, Inc. (a) 648,300 11,669,400
Zurn Industries, Inc. 450,000 11,137,500
Binks Manufacturing Company (d) 206,000 8,368,750
Premark International, Inc. 225,000 5,512,500
Columbus McKinnon Corporation 260,000 4,712,500
Dal—Tile International Inc. (a) 248,400 3,229,200
108,326,312
Commercial Real Estate—7.4%
Catellus Development Corporation (a) 2,090,500 $30,834,875
Castle & Cooke, Inc. (a) (d) 1,125,000 15,468,750
46,303,625
Diversified Conglomerates—6.4%
U.S. Industries, Inc. (a) 1,100,000 $39,737,500
Total Common Stocks (Cost: $546,472,851) 581,615,050
Corporate Bonds—0.5%
Recreation & Entertainment—0.5%
Harrah’s Jazz Bonds, 14.25%
due 11/15/2001 (c) 6,700,000 $2,881,000
Total Corporate Bonds (Cost: $3,304,413) 2,881,000
Commercial Paper—5.1%
American Express Credit Corp., 5.49%
due 5/1/1997 2,000,000 $2,000,000
American Express Credit Corp., 5.48%
due 5/5/1997 2,000,000 2,000,000
American Express Credit Corp., 5.49%
due 5/6/1997 5,000,000 5,000,000
Ford Motor Credit Corp., 5.46%
due 5/12/1997 2,000,000 2,000,000
Ford Motor Credit Corp., 5.48%
due 5/20/1997 2,000,000 2,000,000
Ford Motor Credit Corp., 5.55%
due 6/10/1997 2,000,000 2,000,000
Ford Motor Credit Corp., 5.55%
due 6/13/1997 2,000,000 2,000,000
General Electric Capital Corporation, 5.65%
due 5/1/1997 15,000,000 15,000,000
Total Commercial Paper (Cost: $32,000,000) 32,000,000
Repurchase Agreements—0.9%
State Street Repurchase Agreement, 5.37%
due 5/1/1997 5,525,000 $5,525,000
Total Repurchase Agreements (Cost: $5,525,000) 5,525,000
Total Short—Term Investments (Cost: $37,525,000) 37,525,000
Total Investments (Cost $587,302,264)—99.9% (b) 622,021,050
Other assets in excess of other liabilities—.1% 819,349
Total Net Assets $622,840,399
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Notes:
(a) Non-income producing security.
(b) At April 30, 1997, net unrealized appreciation of $34,718,766 for federal income tax purposes consisted
of gross unrealized appreciation of $61,140,703 and gross unrealized depreciation of $26,421,937.
(c) This bond is currently in default and the fund is no longer accruing interest.
(d) See footnote number five to the financial statements regarding transactions of securities of affiliated issuers.

See accompanying notes to financial statements.