The Oakmark International
Small Cap Fund

Report from David G. Herro and Michael J. Welsh, Portfolio Managers


THE VALUE OF A $10,000 INVESTMENT IN THE OAKMARK INTERNATIONAL SMALL CAP FUND FROM ITS INCEPTION (11/1/95) TO PRESENT (9/30/97) AS COMPARED TO THE MORGAN STANLEY WORLD EX U.S. INDEX

9/30/97 NAV $12.20 Total
Return
Last 2 mos.
Average Annual Total Return*
Through 9/30/97
From Fund
Inception
11/1/95

The Oakmark International Small Cap Fund -4.4% 13.1%
Morgan Stanley World ex U.S. w/inc** -2.2% 13.1%
Lipper Analytical International Fund Average** -1.3% 18.4%
Micropal International Small Co. Fund Index** -1.7% 14.2%

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

**Each of the three indexes or averages is an unmanaged group of stocks or funds whose composition is different from the Fund. The Morgan Stanley World ex U.S. Index includes 19 country sub-indexes. The Lipper International Fund Average includes 30 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.


FELLOW SHAREHOLDERS:

Since inception, The Oakmark International Small Cap Fund has achieved an average annual return of 13.1%, compared to 13.1% and 14.2% for the Morgan Stanley World ex US and Micropal Intl Small Co. Fund indices, respectively. For the eleven-month fiscal year ended September 30, 1997, the Fund achieved a return of 11.1%, compared with returns of 13.8% and 13.8% for the Morgan Stanley World ex US and Micropal International Small Cap indices.

SMALL CAPS CONTINUE TO UNDERPERFORM THE BIG GUYS

While The Oakmark International Small Cap Fund has performed in line with similar international small cap funds this year, it has underperformed the Oakmark International Fund and the EAFE index. The primary reason is that share prices of large capitalization companies have continued to outperform those of small caps around the world. As a result we continue to see tremendous value in this sector.

One stark example of divergent performance is in the Japanese market. The Nikkei 225 index, the proxy for large cap stocks in Japan, is basically flat in local currency terms over the past five years. In contrast the smaller market indicies, the JASDAQ and the OTC, are both down around 30%. Most of this underperformance has taken place over the last twelve months: the Nikkei 225 is down 15% in local terms, while the JASDAQ and OTC indicies are down 40%.

We are seeing this divergence as a common pattern around the globe. As value investors with a long-term time horizon we can take advantage of the tremendous opportunities we see in some of these markets.

Our investment process and criteria are the same for The Small Cap Fund as in Oakmark International; it is simply a different investment universe. The vast majority of our holdings in The Oakmark International Small Cap Fund have a market cap below $500 million). And as we've frequently mentioned, the geographic allocation of the portfolio is simply a function of stock selection, not a top-down macroeconomic "bet". A good illustration of this point is the difference in the portfolio weightings of Japanese companies between Oakmark International with 4.0% of its portfolio in Japanese stocks and Oakmark International Small Cap with 9.5%. We have found more companies which meet our criteria in the small cap area than in the large cap area.

EXCELLENT LONG-TERM OPPORTUNITIES

The size of The Oakmark International Small Cap Fund is significantly smaller than that of The Oakmark International Fund. One of the advantages of the current asset size is the concentration we are able to achieve in our favorite ideas without incurring large trading costs (especially moving the share price when buying and selling). We are convinced that over a reasonable time horizon the prices of these companies will converge with their underlying value. We continue to believe that this fund has great potential to earn excess returns for shareholders.

ASIA WILL BE FINE...

Your fund has been adversely impacted by the instability which hit the Asian markets this summer and fall resulting in weaker Asian currencies and sharply lower share prices. Profligate credit expansion over the past few years helped fuel a property glut which has put tremendous strain on the financial sector of many East Asian markets. Also, the strength of the US dollar hurt the competitiveness of many countries which try to maintain a stable exchange rate.

Finally, some ill-timed comments made by Dr. Mahathir, leader of Malaysia, have shaken the confidence of foreign investors in the region. While these comments are very serious and shocking, his actions to date have been far less reactionary and have demonstrated an understanding of the importance in treating foreign investors properly.

From an investment perspective, many opportunities have surfaced in Asia. Any company that does not have foreign currency debt or foreign costs will be better able to compete and will eventually have higher profits. More reasonably priced currencies will benefit those Asian companies that are net exporters and also will benefit the tourist industry. These industries should then lead Asia to stronger macroeconomic growth. The "grass-roots" of the Asian economies are still strong and no major rehabilitation is needed. We believe that over the medium term there will be a strong recovery which will be reflected in share prices. Don't forget what happened in Latin America!!!

DAVID G. HERRO

Portfolio Manager
72242.772@compuserve.com

MICHAEL J. WELSH

Co-Portfolio Manager
102521.2142@compuserve.com

October 16, 1997





The Oakmark International Small Cap Fund

International Diversification—September 30, 1997


The Oakmark International Small Cap Fund

Schedule of Investments—September 30, 1997


Description Shares Held Market Value

Common Stocks—93.4%

Consumer Non-Durables—5.4%
Designer Textiles (NZ) Limited (New Zealand), (c) Manufactures Knit Fabrics 2,960,000 $         1,498,096
PT Polysindo Eka Perkasa (Indonesia) Integrated Textile Manufacturer 2,652,000 1,047,903
Altinyildiz Mensucat ve Konfeksiyon Fabrikalari A.S. (Turkey) Textile Manufacturer 7,482,000          1,019,843

3,565,842
Food & Beverage—8.2%
DB Group Ltd. (New Zealand) Producer of Beer, Wine, & Liquor 1,208,750 $         1,897,244
Taittinger (France) Producer of Wine & Spirits 3,077 1,633,764
Chosun Brewery Company (Korea) Korean Brewer 52,010 966,306
Alaska Milk Corporation (Philippines), (a) Milk Producer 18,188,000             917,308

5,414,622
Household Products—10.0%
Enix Corporation (Japan) Entertainment Software 124,900 $         2,484,130
Eczacibasi Yapi Gerecleri Sanayi ve Ticaret A.S. (Turkey), (a) Ceramic Sanitary Producer 49,749,200 2,255,617
WMF (Germany) Tableware and Kitchenware 9,561          1,839,747

6,579,494
Retail—4.2%
Daimon (Japan) Liquor Retailer & Distributor 414,000 $         2,538,825
Somerfield plc (Great Britain) Food Retailer 77,000             248,946

2,787,771
Other Consumer Goods & Services—9.4%
Vardon plc (Great Britain) Bingo Clubs 1,450,000 $         2,735,606
Fyffes plc (Ireland) Distributor of Fresh Fruit, Flowers and Produce in Europe 1,370,024 1,995,578
CeWe Color Holding AG (Germany) Photo Equipment & Supplies 6,300 1,497,496
Innovative International Holdings Warrants 31 Aug 99 (Hong Kong) Auto Parts & Equipment 353,000                        0

6,228,680
Telecommunications—0.1%
Sk Telecom Co. Ltd. (Korea) Telecommunications 130 $              61,126
Pharmaceutical—4.7%
Recordati (Italy) Pharmaceuticals 386,000 $         3,083,706
Banks—0.1%
Kookmin Bank (Korea) Korean Commercial Bank 6,795 $              75,747
Shinhan Bank (Korea) Korean Commercial Bank 490                           4,113

79,860
Investment Companies—1.6%
Direct Capital Partners Limited (New Zealand) Investment Fund for Unlisted New Zealand Companies 2,237,000 $         1,031,856
Other Financial—9.5%
Lambert Fenchurch Group plc (Great Britain) Insurance Broker 1,810,000 $         3,677,468
JCG Holdings Ltd. (Hong Kong) Investment Holding Company 3,254,000          2,565,185

6,242,653
Computer Systems—2.8%
Solution 6 Holdings Ltd. (Australia), (a) (c) Design Computer Systems/Consultants 3,437,500 $         1,871,590
Marketing Services—3.8%
Cordiant plc (Great Britain) Global Advertising Agency 1,275,000 $         2,508,244
Broadcasting & Publishing—5.3%
Matichon Public Company Limited Foreign Shares (Thailand), (c) Newspaper Publisher 1,409,900 $         1,835,200
Woong Jin Publishing Company (Korea) Publisher 32,586 1,584,784
Matichon Public Company Limited (Thailand), (c) Newspaper Publisher 70,400             87,273

3,507,257
Chemicals—3.4%
European Vinyls Corporation International N.V. (Netherlands) PVC Manufacturer 93,600 $         2,210,320
Components—1.3%
Barlo Group plc (Ireland) Manufacturer of Radiators and Industrial Plastics 1,085,000 $            869,226
Mining & Building Materials—3.0%
Asia Cement Manufacturing Company Ltd. (Korea) Cement Manufacturer 36,150 $         1,145,738
Parbury Limited (Australia) Building Products Manufacturer 1,984,032             835,379

1,981,117
Other Industrial Goods & Services—13.4%
Sanford Ltd. (New Zealand) Fisheries 1,284,040 $         2,278,657
Yip's Hang Cheung Ltd. (Hong Kong) Paint Company 16,140,000 2,169,243
Wattyl Limited (Australia) Paint Company 355,138 1,808,297
Fukuda Denshi (Japan) Medical Products Manufacturer and Distributor 81,000 1,208,254
Techtronic Industries Company (Hong Kong) Manufactures Electric Hand Tools 4,684,000 1,168,276
Irce SpA (Italy) Wire Manufacturer 37,500             199,432

8,832,159
Production Equipment—5.1%
NSC Groupe (France) Manufacturer of Textile Equipment 14,284 $         2,012,832
Danieli & Company (Italy) Steel Mini-Mills Equipment 360,300           1,346,311

3,359,143
Steel—2.1%
Steel & Tube Holdings Ltd. (New Zealand) Produces and Distributes Steel 257,700 $            622,410
Steel & Tube Holdings LTD. Deferred (New Zealand) Produces and Distributes Steel 257,700 622,410
Pohang Iron & Steel Company Ltd. (Korea) Manufactures Steel Products 2,580             158,465

1,403,285
Total Common Stocks (Cost: $62,783,913) 61,617,951
Principal Value Market Value

Short Term Investments—7.1%

Commercial Paper—5.3%
American Express Credit Corporation, 5.56%­5.58%
due 10/1/1997­10/6/1997
$1,000,000 $         1,000,000
Ford Motor Credit Corp., 5.75%­6.15%
due10/1/1997­10/2/1997
1,000,000 1,000,000
General Electric Capital Corporation, 5.58%­6.38%
due 10/1/1997­10/3/1997
1,500,000           1,500,000

Total Commercial Paper 3,500,000
Repurchase Agreements—1.8%
State Street Repurchase Agreement, 5.95%
due 10/1/1997
$1,177,000 $         1,177,000

Total Repurchase Agreements 1,177,000
Total Short Term Investments (Cost: $4,677,000) 4,677,000
Total Investments (Cost $67,460,913)—100.5% (d) $       66,294,951
Foreign Currencies (Proceeds $(601,764))—(0.9)% (603,955)
Other assets in excess of other liabilities—0.4% (b)               281,804

Total Net Assets—100% $       65,972,800


(a) Non-income producing security.

(b) Includes portfolio and transaction hedges.

(c) See footnote number six in the Notes to Financial Statements regarding transactions in affiliated issuers.

(d) At September 30, 1997, net unrealized depreciation of ($1,168,153) for federal income tax purposes consisted of gross unrealized appreciation of $4,684,962 and gross unrealized depreciation of $5,853,115.

See accompanying notes to financial statements.