THE OAKMARK
INTERNATIONAL
SMALL CAP FUND

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

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THE VALUE OF A $10,000 INVESTMENT IN THE OAKMARK INTERNATIONAL SMALL CAP FUND FROM ITS INCEPTION (11/1/95) TO PRESENT (9/30/00) AS COMPARED TO THE MSCI WORLD EX U.S. INDEX
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9/30/00 NAV $11.51

Total Return
Last 3 mos.
Average Annual
Total Return*
Through 9/30/00
From Fund Inception
11/1/95

The Oakmark International Small Cap Fund -4.0% 8.5%
MSCI World ex U.S. Index w/inc.** -7.6% 9.9%
Lipper Analytical International Small Cap Fund Average** -3.5% 18.5%
Micropal Equity International Small Cap Index** -4.0% 18.5%
*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 indexes or funds whose composition is different from the Fund. The MSCI World ex U.S. Index includes 21 country sub-indexes. The Lipper International Small Cap Fund Average includes 76 mutual funds that invest in securities whose primary markets are outside the United States. The Micropal Equity International Small Cap Index 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,

For the fourth quarter of the fiscal year, your fund was down 4.0%, compared to negative returns of 7.6% and 3.5% for the MSCI World ex US index and the Lipper International Small Cap Fund Average, respectively. For the nine months ended September 30, 2000, the Fund was down 7.9%, compared to negative returns of 10.3% and 2.5% for the MSCI World ex US Index and the Lipper International Small Cap Fund Average.

The past quarter was a rough one for most of the world's equity markets. The areas of greatest market excess, the ubiquitous "T-M-T" favorites (Technology, Media and Telecommunications) shouldered the brunt of the declines, but weakness was nearly universal. As long-term shareholders remember, we believe it is often in times of volatile share price movements that exceptional long-term values are unearthed.

Private Equity in Europe—Dry Powder

For quite a few quarters now, we have written about the exceptional values we are finding among the small and mid-cap stocks in Europe. Even with the latest downturns in the market indices, a large valuation gap still exists between huge, liquid, index names and everything else. A good question to ask is: "what is going to change this?"

One possibility is private equity — money that is raised from pension funds, insurance companies, and other institutions, pooled with ample amounts of debt, and used to buy pieces of businesses or entire companies. A healthy private equity market helps maintain "honesty" in share prices by focusing on businesses that are priced by the market at significant discounts to business value. These financial investors can make a bid for the entire enterprise, their non-core business lines, or under-performing operations.

The trend is clear. We continue to see a pronounced increase in private equity, raised both in the US and Europe, that is earmarked for deals in the UK and Continental Europe. In the past quarter, some examples of private equity investors raising significant funds include BC Partners (Euro3.5 bill), KKR (US$3 bill), CVC Capital Partners (US$3.5 bill), and Schroder Ventures (Euro3 bill). Other firms actively involved in searching for European deals include Hicks Muse Tate & Furst, Carlyle Group, ABN-AMRO Holdings, Morgan Grenfell Private Equity, Texas Pacific Group, and Clayton, Dubilier, & Rice.

Total Returns
as of September 30, 2000

3 Months (4.0%)
6 Months (3.1%)
1 Year (3.4%)

Average Annual Total Returns
as of September 30, 2000

3 Year 5.6%
5 Year N/A
Since inception 8.5%

This year, your fund had two companies that were bought out by private equity investors, each for similar reasons. The first, UK-based Wassall, was purchased in the first quarter by KKR for $1 billion. KKR saw Wassall as the perfect first step in their plan to consolidate the fragmented European lighting business. Wassall management will remain intact to assist KKR in this consolidation effort. The second buyout was De Dietrich, one of the oldest industrial companies founded in France over three hundred years ago. In this instance, when one of the controlling families wanted to sell their ownership interest, ABN-AMRO Holdings approached management with a full takeover offer. As with KKR, the buyer wanted to keep the existing superb management intact and simply supply the funding needed to grow the business.

Highlights

  • The past quarter was quite a rough one for most of the world's equity markets. The areas of greatest market excess — the technology, media, and telecommunications favorites — shouldered the brunt of the declines.
  • We are finding exceptional value in small and mid-cap stocks in Europe. However, even with the latest downtruns in market indices, a large valuation gap still exists between large, liquid, index names and everything else.
  • We are continuing to see a pronounced increase in private equity, raised both in the U.S. and in Europe, being specifically earmarked for deals in the U.K. and Continental Europe.

In both cases, it was apparent to the management teams that the market was not giving them proper credit for substantial value creation, something that a deep-pocketed private equity buyer was happy to do. Both companies continue to operate as before, the only difference is they now have direct access to easy capital instead of a low stock market valuation.

Another good example of a buyout by private equity investors occurred in the past few weeks with Laporte plc, the UK chemicals group. Our analyst, Dan O'Keefe, was investigating the company for the Oakmark International Fund. Laporte plc announced the sale of a part of their business which they considered "non-core" to KKR for $1.2 billion, representing a huge valuation premium to the multiple for which the entire business was trading at the time. The share price, understandably, skyrocketed. As one market analyst put it: "Management has exploited the wide gulf between equity market multiples and the valuations that financial and trade buyers are willing to stomach."

Top Five Industries
as of September 30, 2000
 

Industries
and % of
Total Net
Assets
Retail 11.0%
Other Consumer Goods & Services 10.1%
Food & Beverage 9.4%
Diversified Conglomerates 6.5%
Other Industrial Goods & Services 6.4%

We believe there is a substantial crop of low-hanging fruit to be harvested in Europe by private equity buyers, especially considering the presence of plentiful and cheap debt financing. The primary reasons you are not seeing a greater volume of transactions are political and cultural. Unlike the United States, it is still very early in Europe for these types of transactions to take place and it will take more time and delicacy to overcome political problems. Culturally, it will take time for top European managers to realize that divestitures and sales do not always equal failure. Despite these obstacles, the size and number of private equity transactions likely will grow in the years ahead.

Top Five Holdings
as of September 30, 2000

Company
and % of
Total Net
Assets
Royal Doulton plc 5.5%
GFI Industries SA 4.9%
Hite Brewery Co., Ltd. 4.3%
Fletcher Challenge Building 4.2%
Jarvis Hotels plc 4.1%

Looking Forward

We continue to find very attractive situations in the small cap area across the globe. While the turbulence may continue for a bit, we believe the portfolio represents terrific long-term value at current prices.

We appreciate your continued support.

david.gif (483 bytes)

David G. Herro, CFA

Portfolio Manager
dherro@cs.com

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Michael J. Welsh, CFA, CPA

Portfolio Manager
102521.2142@compuserve.com

October 10, 2000

THE OAKMARK INTERNATIONAL SMALL CAP FUND
International Diversification—September 30, 2000

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THE OAKMARK INTERNATIONAL SMALL CAP FUND
Schedule of Investments—September 30, 2000

Description

Shares Held Market Value

Common Stocks—94.7%
Food & Beverage—9.4%
Hite Brewery Company (Korea) Brewer 95,531 $3,850,709
Alaska Milk Corporation (Philippines) Milk Producer 44,874,000 2,233,987
Grupo Continental, S.A. (Mexico) Soft Drink Manufacturer 1,213,000 1,477,389
Mikuni Coca-Cola Bottling Co., Ltd. (Japan) Soft Drink Manufacturer 87,000 968,056

8,530,141
Apparel—2.1%
Kingmaker Footwear Holdings Limited (Hong Kong) Athletic Footwear Manufacturer 12,300,000 $1,861,605
Retail—11.0%
House Of Fraser Plc (Great Britain) Department Store 4,195,000 $3,055,464
Carpetright plc (Great Britain) Carpet Retailer 346,000 2,522,679
Denny's Japan Co., Ltd. (Japan) Restaurant Chain 110,000 2,111,364
York-Benimaru Co., Ltd. (Japan) Supermarket Chain 41,300 1,056,961
Jusco Stores (Hong Kong) Co., Limited (Hong Kong) Department Stores 6,996,000 807,593
Harvey Nichols plc (Great Britain) High Fashion Clothing Retailer 142,000 364,357

9,918,418
Other Consumer Goods & Services—10.1%
Royal Doulton plc (Great Britain), (a) Tableware & Giftware 4,129,219 $4,976,964
Il Shin Spinning Company (Korea) Fabric & Yarn Manufacturer 65,220 2,397,902
Dickson Concepts (International) Limited (Hong Kong) Jewlery Wholesaler & Retailer 1,315,000 877,060
Sanford Limited (New Zealand) Fisheries 358,334 642,729
Designer Textiles (NZ) Limited (New Zealand) (c) Knit Fabrics 1,960,000 191,758

9,086,413
Insurance—2.6%
IPC Holdings, Ltd. (Bermuda) Reinsurance Provider 87,700 $1,622,450
Hannover Rueckversicherungs-AG (Germany) Reinsurance Provider 8,000 685,790

2,308,240
Other Financial—5.6%
JCG Holdings Ltd. (Hong Kong) Investment Holding Company 5,604,000 $3,162,650
Ichiyoshi Securities Co., Ltd. (Japan) Stock Broker 345,000 1,919,421

5,082,071
Hotels & Motels—4.1%
Jarvis Hotels plc (Great Britain) Hotel Operator 2,537,000 $3,658,171
Publishing—3.5%
Matichon Public Company Limited, Foreign Shares (Thailand) (c) Newspaper Publisher 2,039,500 $2,105,571
VLT AB, Class B (Sweden) Newspaper Publisher 125,950 1,087,244

3,192,815
Printing—2.3%
Hung Hing Printing Group Limited (Hong Kong) Printing Company 5,498,000 $2,080,305
Telecommunications—2.2%
Telemig Celular Participacoes S.A. (Brazil), (a) Mobile Telecommunications 475,000,000 $1,239,691
SK Telecom Co. Ltd. (Korea) Mobile Telecommunications 2,960 721,983

1,961,674
Automotive—0.8%
Dongah Tire Industry Company (Korea)  Innertube Manufacturer 34,400 $715,670
Automobiles—3.3%
Ducati Motor Holding  S.p.A. (Italy), (a) Motorcycle Manufacturer 1,287,000 $2,974,264
Transportation Services—4.2%
Mainfreight Limited (New Zealand) (c) Logistics Services 4,373,551 $2,317,741
DelGro Corporation Limited (Singapore) Bus, Taxi, & Car Leasing 572,000 1,466,878

3,784,619
Airport Maintenance—4.6%
Flughafen Wien AG (Austria) Airport Management & Operations 73,500 $2,663,180
Grupo Aeroportuario del Sureste S.A. de C.V. (Mexico), (a) (b) Airport Operator 100,000 1,518,750

4,181,930
Chemicals—0.6%
Kemira Oyj (Finland) Chemicals 111,000 $580,730
Oil & Natural Gas—3.8%
ISIS (France) Oil Services 32,477 $2,276,032
Cairn Energy plc (Great Britain), (a) Oil & Natural Gas Producer 419,000 1,180,451

3,456,483
Instruments—0.1%
Rotork plc (Great Britain) Industrial Controls & Instruments Supplier 32,000 $113,580
Mining & Building Materials—5.3%
Fletcher Challenge Building (New Zealand) Building Materials Manufacturer 3,753,251 $3,763,831
Anglian Group plc (Great Britain) Window & Door Manufacturer 459,000 1,001,253

4,765,084
Other Industrial Goods & Services—6.4%
GFI Industries SA (France) Industrial Fastener Manufacturer 208,400 $4,423,847
Vaisala Oyj, Class A (Finland) Atmospheric Observation Equipment 72,100 1,382,688

5,806,535
Production Equipment—6.2%
Krones AG (Germany) Production Machinery Manufacturer 115,700 $3,220,870
NSC Groupe (France) Textile Equipment Manufacturer 23,630 2,340,985

5,561,855
Diversified Conglomerates—6.5%
Haw Par Corporation Ltd. (Singapore) Healthcare and Leisure Products 1,972,000 $3,288,273
Jardine Strategic Holdings  Limited (Bermuda) Diversified Operations 340,700 994,844
Tae Young Corporation  (Korea) Heavy Construction 64,000 1,601,220

5,884,337
Total Common Stocks (Cost: $92,815,393) 85,504,940

Description

Par Value

Market Value

Short Term Investments—3.7%
Commercial Paper—1.6%
General Electric Capital Corporation, 6.69% due 10/2/2000

$1,500,000

$1,500,000
Total Commercial Paper (Cost: $1,500,000) 1,500,000
Repurchase Agreements—2.1%
State Street Repurchase Agreement, 6.42% due 10/2/2000

$1,867,000

$1,867,000
Total Repurchase Agreements (Cost: $1,867,000) 1,867,000
Total Short Term Investments (Cost: $3,367,000) 3,367,000
Total Investments (Cost $96,182,393)—98.4% (d) $88,871,940
Foreign Currencies (Proceeds $75)—(0.0)% 70
Other Assets In Excess Of Other Liabilities—1.6% (e) 1,473,772

Total Net Assets—100% $90,345,782


(a) Non-income producing security.
(b) Represents an American Depository Receipt.
(c) See footnote number five in the Notes to Financial Statements regarding transactions in affiliated issuers.
(d) At September 30, 2000, net unrealized depreciation of $7,310,458, for federal income tax purposes, consisted of gross unrealized appreciation of $8,729,481 and gross unrealized depreciation of $16,039,939.
(e) Includes portfolio and transaction hedges.