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 (12/31/00) AS COMPARED TO THE MSCI WORLD EX U.S. INDEX26
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12/31/00 NAV9 $10.55

Total Return
Last 3 mos.*
Average Annual
Total Return10
Through 12/31/00
From Fund Inception
11/1/95

The Oakmark International Small Cap Fund -1.01% 7.81%
MSCI World ex U.S. Index w/inc. -3.38% 8.66%
Lipper International Small Cap Fund Average29 -12.59% 15.09%
Micropal Equity International Small Cap Index30 -12.25% 14.56%
*Not annualized.

Fellow Shareholders,

The Oakmark International Small Cap Fund made it through a tough quarter in overseas markets relatively unscathed, posting a 1.01% decline in our NAV. This compares favorably to the -3.38% decline in the MSCI World ex U.S. Index, and the 12.59% loss for the Lipper International Small Cap Average.

Performance for the calendar year ending December 31, 2000, down 8.85%, also compares favorably to the performance of international indices and our peers: The MSCI World ex U.S. Index lost 13.37% for 2000, while the return for the Lipper International Small Cap Average was -14.82%.

Value investors should view volatility as opportunity as it creates greater mispricing of underlying business value. Needless to say the current market environment is presenting us with many exciting opportunities.

Proceed with Caution—One Year Later

We'd like to remind shareholders of a few points we made exactly one year ago, at, in retrospect, the zenith of global momentum investing. We do this in the hope that it reinforces your confidence that in a medium-to-long term time frame, price and value do converge, sometimes with dramatic speed. These are excerpts from our December letter last year:

"This is not sustainable! A number of these companies make little or no money and will not become reasonably profitable within the next 5 years, if ever. Many of these shares are driven by hype and illiquidity, and, specifically in overseas markets, scarcity. It is truly greater fool speculating at its best....The point we'd like to make is that for an investment to make sense to us, there must be a reasonably estimated flow of cash tied to the assets of a company together with a share price that allows us to buy below the intrinsic value of those future cashflows."

After sticking to our guns throughout this bubble you can be assured that we will never abandon our discipline or our philosophy, no matter how out of date or painful they may appear in the short-run.

Total Returns16
as of December 31, 2000

3 Months* -1.01%
6 Months* -4.98%
1 Year -8.85%

*Not annualized.

Average Annual Total Returns16
as of December 31, 2000

3 Year 15.23%
5 Year 8.90%
Since inception 7.81%

The Big Movers of 2000

As always, at the end of the year we think it is important to detail the specific ideas which had the greatest impact on your Fund's NAV. For calendar year 2000, the top performers were an eclectic bunch, from a variety of regions and industries. The stock with the single largest positive impact on NAV was Brazilian cellular provider Telemig Celular Participacoe, which more than doubled. Telemig is one of the "Baby Bras" spun out of Telebras last year. Along with large share price appreciation the company also possesses one of our favorite attributes: it still trades at a significant discount to intrinsic value.

IPC Holdings, a Bermuda-based provider of reinsurance, also had a large positive impact. Management has done a nice job of earning good returns on the business over the cycle, not an easy thing to accomplish in this industry. With reinsurance rates moving significantly higher this year, IPC should show outstanding earnings growth in the near future.

Highlights
  • Volatility continued in overseas markets during the fourth quarter, rounding out a tough calendar year. The MSCI World ex U.S. Index posted a -13.37% for 2000, while the Lipper International Small Cap Average returned -14.82%. Our Fund compared favorably to the indices and our peers, posting -8.85%.
  • With global momentum investing reaching its peak approximately one year ago, we are presented with significant value opportunities. Once again, we see that price and value do converge, sometimes with dramatic speed.
  • Top performers this year were an eclectic bunch from a variety of regions and industries. The stock with the single largest positive impact on NAV was Brazilian cellular provider Telemig Celular Participacoe, which more than doubled.

With its strong share performance in the face of a very difficult local market Hite Brewery got the hat-trick this year. 2000 was the third straight year that this Korean brewer made one of the most significant positive impacts on your Fund's performance.

Jardine Strategic, the Singapore-listed Asian conglomerate, appreciated nearly 60% for the Fund. Management, in response to minority shareholder concerns, did the right thing by announcing a massive share repurchase program. This helped to erase some of the holding company's large discount to the underlying value of its individual businesses. Rounding out this year's big winners are Recordati, the Italian pharmacutical firm, which more than doubled before hitting our sell target earlier in the year; and Cairn Energy, the UK-based independent oil exploration and production company.

Top Five Industries
as of December 31, 2000
 

Industries
and % of
Total Net
Assets
Retail 13.4%
Mining & Building Materials 8.4%
Food & Beverage 7.5%
Other Consumer Goods & Services 6.6%
Diversified Conglomerates 5.9%

The biggest single negative impact on NAV this year came from our investments in Australia and New Zealand, which combined for a negative impact of over seven percent. The Fund was hurt both by declines in share prices but most notably by the underlying currencies. The New Zealand and Australian dollar both lost nearly 15% of their value relative to the US dollar. Thankfully, both currencies have rallied strongly from their lows of October and November and given their undervaluation, we expect this to continue in 2001.

Top Five Holdings
as of December 31, 2000

Company
and % of
Total Net
Assets
Royal Doulton plc 4.6%
Fletcher Challenge Building 4.2%
House of Fraser Plc 3.8%
Jarvis Hotels plc 3.8%
GFI Industries SA 3.7%

We retain conviction in our estimates of business value for our two largest New Zealand investments, Fletcher Building and Mainfreight Limited. The Fund's second largest position, Fletcher Building, has a dominant market share in several tremendous cash flow businesses, is run by a well-incentivized, shareholder-oriented management team, and should benefit from declining interest rates. The company trades at 10x our estimate of 2000 earnings (which are below trend) and yields a whopping 8%.

Two of the year's under-performers came from emerging Asia, Matichon in Thailand and Alaska Milk in the Philippines. Current share prices for small caps in both of these markets continue to bear no relationship to underlying business value. Both of these companies trade at around 4x this year's earnings, absurd given the quality of their franchises. They have continued to build business value in the midst of poor macroeconomic conditions. We are convinced we will eventually be rewarded for our patience on both of these fine companies.

The share performance of Royal Doulton also negatively impacted NAV in calendar 2000. The market continues to ignore the dramatic restructuring which is occurring underneath most sell-side analysts' radar. We believe the market will be positively surprised by the strength of the profitability this business can generate under this management team.

Looking Forward

We remain very optimistic about achieving good results going forward, given the quality and the value of the investments currently in the Fund. We want to thank you for your continued confidence.

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David G. Herro, CFA

Portfolio Manager
dherro@compuserve.com

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Michael J. Welsh, CFA, CPA

Portfolio Manager
102521.2142@compuserve.com

January 9, 2001

THE OAKMARK INTERNATIONAL SMALL CAP FUND
International Diversification—December 31, 2000

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THE OAKMARK INTERNATIONAL SMALL CAP FUND
Schedule of Investments—December 31, 2000
Description Shares Held Market Value

Common Stocks—97.4%
Food & Beverage—7.5%
Hite Brewery Co., Ltd. (Korea) Brewer 81,500 $2,319,368
Alaska Milk Corporation (Philippines) Milk Producer 44,874,000 1,794,960
Grupo Continental, S.A. (Mexico) Soft Drink Manufacturer 1,213,000 1,324,649
Mikuni Coca-Cola Bottling Co., Ltd. (Japan) Soft Drink Manufacturer 87,000 894,200

6,333,177
Apparel—2.1%
Kingmaker Footwear Holdings Limited (Hong Kong) Athletic Footwear Manufacturer 11,000,000 $1,762,888
Retail—13.4%
House of Fraser Plc (Great Britain) Department Store 3,537,000 $3,226,215
Carpetright plc (Great Britain) Carpet Retailer 346,000 2,664,475
Denny's Japan Co., Ltd. (Japan) Restaurant Chain 88,000 1,424,073
MFI Furniture Group plc (Great Britain) Household Furniture Retailer 1,021,000 1,057,241
York-Benimaru Co., Ltd. (Japan) Supermarket Chain 41,300 903,166
Jusco Stores (Hong Kong) Co., Limited (Hong Kong) Department Stores 6,996,000 699,627
Harvey Nichols plc (Great Britain) High Fashion Clothing Retailer 274,000 686,268
Dickson Concepts (International) Limited (Hong Kong) Jewlery Wholesaler & Retailer 1,615,000 584,942

11,246,007
Office Equipment—2.4%
Neopost SA (France), (a) Mailroom Equipment Supplier 88,000 $2,065,800
Other Consumer Goods & Services—6.6%
Royal Doulton plc (Great Britain), (a) Tableware & Giftware 3,762,000 $3,881,471
Il Shin Spinning Company (Korea) Fabric & Yarn Manufacturer 57,610 1,639,494

5,520,965
Insurance—2.2%
IPC Holdings, Ltd. (Bermuda) Reinsurance Provider 87,700 $1,841,700
Other Financial—4.1%
JCG Holdings Ltd. (Hong Kong) Consumer Finance 4,047,000 1,945,748
Ichiyoshi Securities Co., Ltd. (Japan) Stock Broker 455,000 1,512,421

3,458,169
Hotels & Motels—3.8%
Jarvis Hotels plc (Great Britain) Hotel Operator 2,220,000 $3,203,382
Human Resources—2.0%
United Services Group NV (Netherlands) Temporary Staffing Services 69,200 $1,559,491
Creyf's NV (Belgium) Temporary Staffing Services 5,000 117,375

1,676,866
Marketing Services—0.8%
Asatsu-DK Inc. (Japan) Advertising Services Provider 28,900 $695,198
Broadcasting & Cable TV—0.0%
ABS-CBN Broadcasting Corporation (Philippines) Television & Broadcasting Operator 5,000 $4,900
Publishing—3.7%
Matichon Public Company Limited, Foreign Shares (Thailand) Newspaper Publisher 2,039,500 1,926,716
VLT AB, Class B (Sweden) Newspaper Publisher 125,950 1,167,563

3,094,279
Printing—2.6%
Hung Hing Printing Group Limited (Hong Kong) Printing Company 5,498,000 $2,149,942
Telecommunications—2.6%
Telemig Celular Participacoes S.A. (Brazil), (a) Mobile Telecommunications 383,000,000 $1,610,564
SK Telecom Co., Ltd. (Korea) Mobile Telecommunications 2,960 592,000

2,202,564
Automotive—0.8%
Dongah Tire Industry Company (Korea) Innertube Manufacturer 34,400 $651,289
Automobiles—3.6%
Ducati Motor Holding S.p.A. (Italy), (a) Motorcycle Manufacturer 1,677,000 $3,039,176
Transportation Services—4.8%
Mainfreight Limited (New Zealand) Logistics Services 3,993,551 $2,261,947
DelGro Corporation Limited (Singapore) Bus, Taxi, & Car Leasing 682,000 1,787,691

4,049,638
Airport Maintenance—5.6%
Flughafen Wien AG (Austria) Airport Management & Operations 73,500 $2,781,364
Grupo Aeroportuario del Sureste S.A. de C.V. (Mexico), (a) (b) Airport Operator 114,400 1,901,900

4,683,264
Chemicals—1.2%
Kemira Oyj (Finland) Chemicals 193,200 $979,640
Oil & Natural Gas—2.7%
ISIS (France) Oil Services 32,477 $2,314,638
Instruments—3.2%
Rotork plc (Great Britain) Industrial Controls & Instruments Supplier 257,000 $1,047,196
Vaisala Oyj, Class A (Finland) Atmospheric Observation Equipment 35,800 991,678
Halma plc (Great Britain) Detection Systems Producer 335,000 686,268

2,725,142
Mining & Building Materials—8.4%
Fletcher Challenge Building (New Zealand) Building Materials Manufacturer 4,077,251 $3,536,200
Anglian Group plc (Great Britain) Window & Door Manufacturer 848,000 2,333,147
Grafton Group plc (Ireland) Building Products Retailer 58,300 1,198,887

7,068,234
Other Industrial Goods & Services—3.7%
GFI Industries SA (France) Industrial Fastener Manufacturer 131,000 $3,142,879

Production Equipment—3.6%
NSC Groupe (France) Textile Equipment Manufacturer 23,093 $2,168,432
Krones AG (Germany) Production Machinery Manufacturer 29,300 880,406

3,048,838
Diversified Conglomerates—5.9%
Haw Par Corporation Ltd. (Singapore) Healthcare & Leisure Products 1,238,000 $2,587,506
Jardine Strategic Holdings Limited (Singapore) Diversified Operations 340,700 994,844
Tae Young Corporation (Korea) Heavy Construction 77,500 1,378,458

4,960,808
Total Common Stocks (Cost: $89,666,109) 81,919,383
Description Par Value Market Value

Short Term Investments—2.2%
Repurchase Agreements—2.2%
State Street Repurchase Agreement, 5.85% due 1/2/2001 $1,858,000 $1,858,000
Total Repurchase Agreements (Cost: $1,858,000) 1,858,000
Total Short Term Investments (Cost: $1,858,000) 1,858,000
Total Investments (Cost $91,524,109)—99.6% $83,777,383
Foreign Currencies (Proceeds $73)—(0.0)% 69
Other Assets In Excess Of Other Liabilities—0.4%(c) 363,018

Total Net Assets—100% $84,140,470


(a) Non-income producing security.
(b) Represents an American Depository Receipt.
(c) Includes portfolio and transaction hedges.