THE OAKMARK SMALL CAP FUND

Report from James P. Benson and Steven J. Reid, Portfolio Managers

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The value of a $10,000 investment in The Oakmark Small Cap Fund from its inception (11/1/95) to present (12/31/99) as compared to the Russell 2000 Index
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12/31/99 NAV $13.60
 
 
Total Return
Last 3 mos.
Average Annual
Total Return*
Through 12/31/99
From Fund
Inception 11/1/95

The Oakmark Small Cap Fund -2.0% 12.3%
Lipper Small Cap Fund Index** 32.7% 17.2%
Russell 2000 w/inc** 18.4% 15.2%
S&P Small Cap 600 w/inc** 12.5% 14.9%
* 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.


The 1999 calendar year is now history and it was a great year for the two "T's"—technology and telecommunications. For most other industry groups it was not much of a bull market. The massive diversion of capital to the two "T's" and away from almost all other stocks caused a significant widening in the valuation discrepancy between growth and value stocks. The Oakmark Small Cap Fund's first fiscal quarter ended on December 31, 1999 and results for this quarter were disappointing, as your Fund declined by 2.0%, which was below the relevant indices. While some people boldly talk about the Internet economy fundamentally changing the economics of valuing companies, we do not believe any company, regardless of its industry, can grow indefinitely while generating negative cash flow. Our focus remains in finding undervalued companies with positive business and cash flow characteristics, regardless of industry.

As we enter 2000, there are numerous reasons to be optimistic. We are now past the Y2K computer issues that could have caused significant economic disruptions and, as we look forward, we can find many undervalued companies in which to invest. Although the share prices of the companies we own do not currently reflect it, we estimate that our holdings continued to grow their underlying value. Our Fund trades at a large discount to our estimate of its underlying value and yet we can continue to upgrade the Fund's holdings, as many other small cap stocks represent even better value than a few of our current holdings. We will pursue upgrading the portfolio with vigor over the forthcoming months given how many bargains exist in the small cap area.

What Is A Share Of Stock?

The foregoing headline may seem self-explanatory, but we would like investors to ponder the following: suppose you had about $135 billion in your bank account and you were presented with the opportunity of either spending the entire amount to buy Yahoo! or you could buy 100% of Ford Motor Company, Washington Mutual, Inc., Safeway, Inc., Electronic Data Systems Corp. and Nike, Inc. If you buy Yahoo! you will be getting a fast growing company with annual revenues approaching $600 million and $140 million in estimated 1999 net profits. If you decide to buy the basket of five leading companies you will assemble a firm with estimated revenues of $230 billion and 1999 net profits of $10.95 billion. Further, assume your basket of five grows net profits at 12% annually while Yahoo! grows at a very rapid 50% compounded annually. Over the next five years your net profits in Yahoo! would be approximately $2.77 billion versus $77.9 billion (or 2,712% more) with the basket of five. We believe that under most scenarios the investment in the basket of five companies is likely to yield superior economic returns vis-a-vis Yahoo! despite Yahoo!'s very rapid growth. We utilize this example to demonstrate the simple principle that a share of stock is a percentage ownership interest in a company. If you are not willing to buy the entire company at its current stock price, then you should not be willing to buy a single share of that same company's stock. This common sense discipline is key to avoiding fads in the stock market.

Portfolio Update

The broad-based decline in small cap companies, particularly those that fit a value-oriented investment philosophy, has created a number of new investment opportunities for the Fund. Fortunately, a few of our investments, such as Symantec Corp. and Duff & Phelps Credit Rating Co., have performed very well and have recently been used as sources of funds to reposition the portfolio into stocks that have higher expected future returns based upon current stock prices.

Companies that we have added to the portfolio over the past quarter include: Hanger Orthopedic Group, the nation's leading company specializing exclusively in practice management for orthotics and prosthetics; NovaMed Eyecare, a company focused on laser vision correction; Superior Consultant Holdings, an integrated healthcare management and information technology consulting firm; and Veterinary Centers of America, the largest U.S. operator of animal hospitals and laboratories. While each of these four companies has unique aspects that make them attractive investments, as a group, we view these companies as a way to invest in growing and dynamic healthcare companies. Strong underlying growth for these firms is aided by the demographic push provided by aging populations of both humans and pets.

Co-Portfolio Managers

In November, 1999 Jim Benson was added to the management team for your Fund. Jim has been an investment analyst for sixteen years, with over four years as the Director of Research for a brokerage firm. Jim brings a variety of skills to the management of your Fund, including an in-depth understanding of technology thanks to an undergraduate degree in Computer Science. We look forward to a successful collaboration.

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

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James P. Benson

Portfolio Manager
jbenson@oakmark.com

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Steven J. Reid

Portfolio Manager
sreid@oakmark.com

January 4, 2000

THE OAKMARK SMALL CAP FUND
Schedule of Investments—December 31, 1999 (Unaudited)
 
Shares Held
Market Value

Common Stocks—94.6%
Food & Beverage—7.7%
Del Monte Foods Company (a) 1,000,000 $12,312,500
Ralcorp Holdings, Inc. (a) 465,000 9,270,937
International Multifoods Corporation 200,000 2,650,000
M & F Worldwide Corp. (a) 300,000 1,518,750

25,752,187
Apparel—0.5%
Reebok International Ltd. (a) 220,000 $1,801,250
 
Retail—9.1%
Ugly Duckling Corporation (a) 1,750,000 $12,031,250
The Great Atlantic & Pacific Tea Company, Inc. 380,000 10,592,500
Michaels Stores, Inc. (a) 280,000 7,980,000

30,603,750
Hardware—1.0%
Jore Corporation (a) 430,000 $3,359,375
 
Other Consumer Goods & Services—6.7%
Department 56, Inc. (a) 660,000 $14,932,500
Harman International Industries, Incorporated 75,000 4,209,375
Barry (R.G.) Corporation (a) 900,000 3,543,750

22,685,625
Banks & Thrifts—10.2%
People's Bank of Bridgeport, Connecticut 480,000 $10,140,000
Golden State Bancorp Inc. (a) 500,000 8,625,000
BankAtlantic Bancorp, Inc., Class A 1,150,001 4,743,754
Hudson City Bancorp, Inc. (a) 300,000 4,031,250
PennFed Financial Services, Inc. 260,000 3,932,500
Finger Lakes Financial Corp. 184,500 1,383,750
Northwest Bancorp, Inc. 185,000 1,283,438

34,139,692
Insurance—6.1%
The MONY Group Inc. (a) 365,000 $10,653,437
The PMI Group, Inc. 200,000 9,762,500

20,415,937
Other Financial—2.6%
Duff & Phelps Credit Rating Co. 100,000 $8,893,750
 
Educational Services—3.4%
ITT Educational Services, Inc. (a) 750,000 $11,578,125
 
Information Services—5.4%
National Data Corporation 475,000 $16,120,313
Superior Consultant Holdings Corporation(a) 133,000 1,895,250

18,015,563
Computer Services—4.5%
Symantec Corporation (a) 260,000 $15,242,500
 
Computer Systems—2.5%
Micron Electronics, Inc. (a) 750,000 $8,343,750
 
Medical Centers—1.0%
Veterinary Centers of America, Inc. (a) 200,000 $2,575,000
NovaMed Eyecare, Inc. (a) 125,000 843,750

3,418,750
Managed Care Services—2.5%
First Health Group Corp. (a) 310,000 $8,331,250
 
Medical Products—1.0%
Hanger Orthopedic Group, Inc. (a) 350,000 $3,500,000
 
Automotive—6.1%
SPX Corporation (a) 130,000 $10,505,625
Standard Motor Products, Inc. 380,000 6,127,500
Stoneridge, Inc. (a) 250,000 3,859,375

20,492,500
Transportation Services—2.2%
Teekay Shipping Corporation (b) 461,200 $7,350,375
 
Machinery & Industrial Processing—4.4%
Columbus McKinnon Corporation 540,000 $5,467,500
MagneTek, Inc. (a) 510,000 3,920,625
Sames Corporation 245,800 3,748,450
Northwest Pipe Company (a) 110,000 $1,540,000

14,676,575
Chemicals—4.5%
H.B. Fuller Company 145,000 $8,110,938
Ferro Corporation 315,000 6,930,000

15,040,938
Real Estate—9.0%
Catellus Development Corporation (a) 1,360,000 $17,425,000
Prime Hospitality Corp. (a) 800,000 7,050,000
Trammell Crow Company (a) 500,000 5,812,500

30,287,500
Diversified Conglomerates—4.2%
U.S. Industries, Inc. 1,000,000 $14,000,000
 
Total Common Stocks (Cost: $333,400,557) 317,929,392
 
Par Value Market Value

Short Term Investments—3.1%
Commercial Paper—0.6%
Ford Motor Credit Corp., 6.01% due 1/3/2000 2,000,000 $2,000,000
 
Total Commercial Paper (Cost: $2,000,000) 2,000,000
 
Repurchase Agreements—2.5%
State Street Repurchase Agreement, 3.25% due 1/3/2000 8,577,000 $8,577,000
Total Repurchase Agreements (Cost: $8,577,000) 8,577,000
 
Total Short Term Investments (Cost: $10,577,000) 10,577,000
 
Total Investments (Cost $343,977,557)—97.7% $328,506,392
Other Assets In Excess Of Other Liabilities—2.3% 7,750,937
 
Total Net Assets—100% $336,257,329


(a) Non-income producing security.

(b) Represents foreign domiciled corporation.