The Oakmark Small Cap Fund

Report from Steven J. Reid, Portfolio Manager


THE VALUE OF A $10,000 INVESTMENT IN THE OAKMARK SMALL CAP FUND FROM ITS INCEPTION (11/1/95) TO PRESENT (3/31/98) AS COMPARED TO THE RUSSELL 2000 INDEX
3/31/98 NAV $20.80 Total Return
Last 3 mos.
Average Annual Total Return*
Through 3/31/98
From Fund Inception
11/1/95

The Oakmark Small Cap Fund 7.1% 37.9%
Lipper Small Cap Fund Index** 10.7% 19.0%
Russell 2000 w/inc** 10.1% 23.9%
S&P Small Cap 600 w/inc** 11.1% 27.2%
*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 Lipper Small Cap 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 small market capitalization. Past performance is no guarantee of future results.

HALFTIME

The Oakmark Small Cap Fund's second fiscal quarter ended on March 31, 1998. During the quarter the Fund gained 7.1%, closing at an all-time high. For the second quarter the Fund's investment results did not match those of the relevant indices. Although The Oakmark Small Cap Fund has significantly outperformed the relevant indices since its inception, the short-term results are a minor disappointment. I have received numerous inquiries regarding the Fund's recent relative performance. Quite honestly, a 7% return in three months is a desirable outcome. As investors, we should focus on long-term results, but human nature tends to not let us forget about what happened yesterday, what's happening today, or what might happen tomorrow.

Returns in the small cap universe were dominated by growth stocks as opposed to value stocks during the quarter. A precise definition of a growth stock, as well as a value stock, cannot be "written in stone." Let it suffice that the indices' returns were driven by technology and health care stocks, areas in which your Fund has very little exposure. This lack of exposure is a function of our investment philosophy. We have not found value in these areas. It is worth noting the time line of this quarter's performance was composed of three parts. During January, the Fund declined 4.5%, by the end of February performance was almost break-even, and in March all of the gains were made.

Another concern of many shareholders is what changes are being made in the way the Fund is managed. The answer is none. Our mandate is to be consistent with our investment philosophy and not deviate from it. Over time we believe our value-oriented style of investing will produce the results we seek to meet our investment objectives. We are encouraged by the investment opportunities available in the marketplace.

FIRST HALF HIGHLIGHTS

During the quarter there were several positive events. Zurn Industries Inc. (ZRN) and U.S. Industries Inc. (USI), both holdings of your Fund, agreed to merge in a tax-free exchange of stock. ZRN, a producer of plumbing fixtures and supplies will be combined with USI's well known division, Jacuzzi. While we are certainly pleased by the 50% appreciation of our ZRN shares, the merged businesses are an equally exciting event. We, as well as management, believe that the combined companies will have greater presence in the marketplace and the opportunity to generate increased revenues and income. This combination could best be described as a situation where one plus one does not equal two, but probably at least two and one-half. We are confident that management can truly add value to this situation. Since payment for the purchase will be in the form of USI shares, our ownership of USI will increase.

Another bright spot in the quarter was the 37% gain in the shares of Cablevision Systems Corporation (CVC). This is the second time in the last year that CVC has been one of the top-performing stocks in The Oakmark Small Cap Fund. It was also about one year ago that Wall Street viewed CVC as if it were on the verge of bankruptcy. Since then there have been several transactions confirming the value of cable TV systems and programming. Management has also taken steps that highlight and increase the value of the company.

KUDOS

What do R.G. Barry Corporation, Campbell Soup Company, and Whirlpool Corporation have in common? All three were named Vendor of the Year by Wal-Mart International. Although not a household name, many of R.G. Barry's slipper brand names such as EZ feet, Dearfoams and Angel Treads are widely known by consumers. Our congratulations go out to Barry's management team led by Chairman Gordon Zacks on being named Soft-Lines Vendor of the Year by the largest retailer in the world. Over the past few years Barry has demonstrated significant growth in sales and profits as they expanded into new markets and improved manufacturing efficiency. Despite Barry's success with slippers, the company is relatively unknown by Wall Street. This lack of visibility has allowed us to purchase these shares at a significant discount to the typical valuation that other consumer products companies sell for in the stock market. In addition, Barry has been developing several innovative new thermal retention products that are designed to keep products at constant temperatures without the need of an external power supply. As an example, the company has developed a pizza container that allows for the home delivery of fresh, hot pizza. Current products in the market only insulate the pizza. Barry's product, because it provides heat, is able to offer a superior delivery system. While not yet widely used we hope over the next year or two to highlight the benefits from Barry's success with these products. At the current valuation of the shares of R.G. Barry we have not paid a premium for these products.

OUTLOOK

Despite the recent El Nino-like volatility of The Oakmark Small Cap Fund, we continue to see very attractive investment opportunities in small cap stocks. There continues to be a broad divergence in valuation between large and small cap stocks with the shares of small companies trading at significant discounts to their larger brethren.

Once again, I would like to thank everyone involved, especially our shareholders, for your support of The Oakmark Small Cap Fund.

Go Bulls!

STEVEN J. REID
Portfolio Manager
sreid@oakmark.com
April 3, 1998

THE OAKMARK SMALL CAP FUND
Schedule of Investments—March 31, 1998 (Unaudited)


 
Shares Held Market Value

Common Stocks—95.1%

 
Food & Beverage—6.3%
Ralcorp Holdings, Inc. (a)(b) 2,500,000 $51,875,000
International Multifoods Corporation (b) 1,000,000 29,937,500
M & F Worldwide Corp. (a) 917,600 8,315,750

90,128,250

 
Retail—4.7%
Cole National Corporation (a)(b) 1,250,000 $48,281,250
Ugly Duckling Corporation (a)(b) 1,750,000 18,921,875

  67,203,125

 
Other Consumer Goods & Services—9.6%
Triarc Companies, Inc. (a)(b) 1,600,000 $42,000,000
Scotsman Industries, Inc. (b) 1,000,000 28,750,000
First Brands Corporation 1,000,000 24,937,500
GC Companies, Inc. (a) 300,000 15,693,750
Barry (R.G.) Corporation (a)(b) 800,000 11,000,000
P.H. Glatfelter Company 420,900 7,602,506
Libbey, Inc. 190,000 7,077,500

  137,061,256

 
Banks—10.6%
People's Bank of Bridgeport, Connecticut 3,000,000 $113,906,250
BankAtlantic Bancorp, Inc., Class A 1,125,001 15,398,451
Northwest Bancorp Inc. 550,000 9,246,875
PennFed Financial Services, Inc. 260,000 4,712,500
Pocahontas Federal Savings and Loan Association (b) 100,000 4,475,000
Savings Bank of the Finger Lakes (b) 188,000 3,666,000

  151,405,076
Insurance—12.7%
RenaissanceRe Holdings Limited. (b) 1,500,000 $75,000,000
Financial Security Assurance Holdings Ltd. 900,000 49,162,500
Highlands Insurance Group, Inc. (a)(b) 1,150,000 30,906,250
PRE Corporation (b) 750,000 23,250,000
Chartwell Re Corporation 110,000 3,726,250

  182,045,000

 
Other Financial—1.0%
Duff & Phelps Credit Rating Co. (b) 296,800 $14,951,300

 
Broadcasting & Cable TV—9.8%
Cablevision Systems Corporation (a) 1,669,400 $109,763,050
Ascent Entertainment Group, Inc. (a)(b) 2,000,000 20,625,000
Granite Broadcasting Corporation (a)(b) 800,000 9,250,000

  139,638,050

 
Publishing—1.1%
Lee Enterprises, Inc. 450,000 $15,103,125

 
Telecommunications—0.2%
ROHN Industries, Inc. 500,000 $2,812,500

 
Automotive—2.1%
Stoneridge, Inc. (a)(b) 1,500,000 $30,000,000

 
Aerospace & Defense—2.8%
Tracor, Inc. (a) 1,250,000 $40,078,125

 
Machinery & Metal Processing—4.3%
The Carbide/Graphite Group, Inc. (a)(b) 815,000 $24,450,000
DT Industries, Inc. 472,000 18,113,000
Northwest Pipe Company (a)(b) 600,000 13,050,000
Wolverine Tube, Inc. (a) 140,800 5,649,600

  61,262,600

 
Oil & Natural Gas—2.0%
Titan Exploration, Inc. (a)(b) 3,000,000 $24,375,000
Nuevo Energy Company (a) 100,000 3,581,250

  27,956,250

 
Other Industrial Goods & Services—15.0%
SP Corporation (a)(b) 700,000 $53,418,750
MagneTek, Inc. (a)(b) 2,500,000 47,031,250
Ferro Corporation 961,500 28,244,062
Columbus McKinnon Corporation (b) 876,900 24,114,750
Gardner Denver Machinery, Inc. (a) 750,000 22,218,750
Zurn Industries, Inc. 312,500 14,804,688
Binks Sames Corporation (b) 247,000 11,979,500
Standard Motor Products, Inc. 600,000 11,512,500
Binks Sames Corporation, Restricted Shares (b) 28,000 1,195,040

  214,519,290
Commercial Real Estate—5.5%
Catellus Development Corporation (a) 4,000,000 $74,250,000
Wellsford Real Properties Inc. (a) 341,500 4,951,750

  79,201,750

 
Diversified Conglomerates—7.4%
U.S. Industries, Inc. 3,500,000 $105,218,750


 
Total Common Stocks (Cost: $1,012,013,842) 1,358,584,447

 
Short Term Investments—5.2%

 
U.S. Government Bills—0.7%
United States Treasury Bills, 5.02% due 4/2/1998 $10,000,000 $9,998,606

Total U.S. Government Bills (Cost: $9,998,606) 9,998,606

 
Commercial Paper—3.5%
American Express Credit Corp., 5.52%-5.53% due 4/2/1998-4/9/1998 $15,000,000 $15,000,000
Ford Motor Credit Corp., 5.53%-5.54% due 4/3/1998-4/7/1998 15,000,000 15,000,000
General Electric Capital Corporation, 6.02% due 4/1/1998 20,000,000 20,000,000

Total Commercial Paper (Cost: $50,000,000) 50,000,000

 
Repurchase Agreements—1.0%
State Street Repurchase Agreement, 5.75% due 4/1/1998 $15,244,000 $15,244,000

Total Repurchase Agreements (Cost: $15,244,000) 15,244,000

 
Total Short Term Investments (Cost: $75,242,606) 75,242,606
Total Investments (Cost $1,087,256,448)—100.3% (c) $1,433,827,053
Other Liabilities In Excess Of Other Assets—(0.3)% (4,865,029)


 
Total Net Assets—100% $1,428,962,024


(a) Non-income producing security.

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

(c) At March 31, 1998, net unrealized appreciation of $346,570,605, for federal income tax purposes consisted of gross unrealized appreciation of $360,943,813 and gross depreciation of $14,373,208.