THE OAKMARK INTERNATIONAL SMALL CAP FUND

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

David G. Herro photo Michael J. Welsh photo

THE VALUE OF A $10,000 INVESTMENT IN THE OAKMARK INTERNATIONAL SMALL CAP FUND FROM ITS INCEPTION (11/1/95) TO PRESENT (12/31/02) AS COMPARED TO THE MSCI WORLD EX U.S. INDEX26
chart
Average Annual Total Returns5
(as of 12/31/02)
Total Return
Last 3 Months*
1-year 5-year Since
Inception
(11/1/95)

Oakmark International Small Cap Fund 8.04% -5.12% 10.40% 6.60%
MSCI World ex. U.S. 6.54% -15.80% -2.72% 0.24%
Lipper International Small Cap Average25 2.92% -12.13% 2.61% 6.27%

The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
Past performance is no guarantee of future results. Investment return and principal value vary, and you may have a gain or loss when you sell shares. Average annual total return measures annualized change, while total return measures aggregate change.
* Not annualized

The Oakmark International Small Cap Fund was up 8% for the quarter, compared with gains in the MSCI World ex-US Index and the Lipper International Small Cap Average, of 7%, and 3%, respectively.

Over the past twelve month's your Fund generated a loss of 5%, relative to the larger declines of 16% in the MSCI World ex-US Index and 12% in the Lipper International Small Cap Average.

Impact Players for 2002

Restructuring stories were some of the strongest performers for the Fund in 2002. Australiasia was home to the Fund's two biggest positive contributors to performance. Ansell, the legacy company of restructured conglomerate Pacific Dunlop, provided the biggest single positive contribution to the Fund's NAV.22 The process of transforming Pacific Dunlop into Ansell was misunderstood and/or ignored by the market, and our analyst Rob Taylor deserves a lot of credit for bringing clarity to a convoluted situation to the Fund's benefit. Fletcher Building of New Zealand was also a very strong performer, as the fruits of a restructuring program instituted by new management became apparent to the market.

Other significant positive contributors were Jarvis Hotels (UK), where management unlocked value hidden in the company's real estate, and Schindler Holding (Switzerland) as the market welcomed moves by the new management including a return of capital.

The stock with the largest single negative impact on Fund performance this year was Bladex, the leader in Latin American trade financing. The share price was devastated by a number of issues including Brazilian worries, the debt crisis in Argentina and a subsequent rights offering needed to preserve the company's credit rating. In short, we underestimated credit risk and overestimated the company's flexibility.

Solvus, the Belgium temporary services provider, was also a very poor performer. A tough competitive environment confirmed that we had overestimated the quality of their business franchise and we have subsequently sold all our shares.

Three European manufacturers had significant, though we believe temporary, negative impacts on the Fund: Gurit-Heberlien, Pfeiffer Vacuum Technology, and Natuzzi. Swiss-based Gurit-Heberlien is in the midst of a restructuring that should eventually highlight the share's undervaluation. Pfeiffer is suffering from the malaise that infects German manufacturing at present, though, unlike most of their peers, the company remains extremely profitable. The share price of Natuzzi, the Italian furniture manufacturer, is suffering from worries about the overall economy and consumer confidence.

Looking Forward

Given the quality of the holdings and the attractive valuation of the portfolio, we remain quite optimistic regarding long-term appreciation potential. We want to thank you for your continued confidence.

David G. Herro signature Michael J. Welsh signature
David G. Herro, CFA
Portfolio Manager
dherro@oakmark.com
Michael J. Welsh, CFA, CPA
Portfolio Manager
mwelsh@oakmark.com

January 6, 2003

THE OAKMARK INTERNATIONAL SMALL CAP FUND

Global Diversification—December 31, 2002 (Unaudited)

pie chart

THE OAKMARK INTERNATIONAL SMALL CAP FUND

Schedule of Investments—December 31, 2002 (Unaudited)

Name Description Shares Held Market Value

Common Stocks—98.7%
Food & Beverage—5.3%
Campari Group
(Italy) (a) Soft Drinks, Wines, &
Spirits Producer 216,800 $6,768,775
Baron De Ley, S.A.
(Spain) (a) Wines & Spirits
Manufacturer 150,985 4,338,667
Grupo Continental,
S.A. (Mexico) Soft Drink Manufacturer 2,144,500 3,498,704
Hite Brewery Co.,
Ltd. (Korea) Brewer 57,700 2,388,660
Alaska Milk
Corporation
(Philippines) Milk Producer 49,394,000 2,035,531

19,030,337
Other Consumer Goods & Services—0.4%
Royal Doulton plc
(Great Britain) (a) Tableware & Giftware 22,373,000 $1,530,492
Apparel—0.3%
Kingmaker Footwear
Holdings Limited
(Hong Kong) Athletic Footwear
Manufacturer 4,395,000 $1,155,311
Automobiles—2.6%
Ducati Motor
Holding S.p.A.
(Italy) (a) Motorcycle Manufacturer 5,177,200 $9,746,111
Broadcasting & Programming—0.5%
ABS-CBN Broadcasting
Corporation
(Philippines) (a) Television & Broadcasting
Operator 6,569,300 $1,999,647
Broadcasting & Publishing—2.6%
Tamedia AG
(Switzerland) TV Broadcasting & Publishing 176,836 $9,459,205
Building Materials & Construction—2.6%
Fletcher Building Limited
(New Zealand) Building Materials
Manufacturer 5,483,200 $9,627,046
Home Furnishings—2.9%
Natuzzi S.p.A.
(Italy) (b) Home Furnishings 1,037,100 $10,536,936
Human Resources—1.0%
DIS Deutscher Industrie
Service AG (Germany) Recruitment Consultancy
Services 239,900 $3,849,405
Information Services—3.5%
Baycorp Advantage
Limited (Australia) Credit Reference Services 12,242,300 $12,947,383
Marketing Services—1.9%
Asatsu-DK, Inc.
(Japan) Advertising Services Provider 397,700 $7,049,162
Publishing—3.5%
Edipresse S.A.
(Switzerland) Newspaper & Magazine
Publisher 14,274 $4,746,306
Recoletos Grupo
de Comunicacion,
S.A. (Spain) Publisher 880,000 3,783,890
Matichon Public
Company Limited,
Foreign Shares
(Thailand) Newspaper Publisher 2,039,500 2,859,554
VLT AB, Class B
(Sweden) Newspaper Publisher 178,450 1,498,200

12,887,950
Recreation & Entertainment—0.1%
Konami Sports
Corporation (Japan) Fitness Centers 21,500 $425,438
Retail—10.0%
Bulgari S.p.A. (Italy) Jewelry Manufacturer & Retailer 3,305,000 $15,666,857
Carpetright plc
(Great Britain) Carpet Retailer 1,289,100 12,169,496
D.F.S. Furniture
Company plc
(Great Britain) Furniture Retailer &
Manufacturer 1,534,200 8,741,847

36,578,200
Bank & Thrifts—6.0%
Vontobel Holding AG
(Switzerland) Commercial Banking 723,686 $11,404,044
Jyske Bank A/S
(Denmark) (a) Commercial Banking 398,500 10,799,611

22,203,655
Financial Services—5.3%
Van der Moolen
Holding N.V.
(Netherlands) International Trading Firm 496,100 $10,665,840
Julius Baer Holding Ltd.,
Zurich (Switzerland) Asset Management 39,900 8,652,595

19,318,435
Other Financial—2.8%
JCG Holdings
Limited (Hong Kong) Consumer Finance 12,851,000 $6,303,104
Ichiyoshi Securities
Co., Ltd. (Japan) Stock Broker 2,480,000 4,176,491

10,479,595
Medical Products—3.2%
Ansell Limited
(Australia) (a) Protective Rubber &
Plastics Products 2,832,925 $11,952,465
Computer Services—3.5%
Morse Plc (Great Britain) Business & Technology
Solutions 5,310,900 $10,899,241
Sopra Group (France) Computer Engineering 69,127 1,211,424
Alten (France) (a) Systems Consulting &
Engineering 92,341 677,898

12,788,563
Computer Systems—2.1%
Lectra (France) (a) Manufacturing Process Systems 1,668,500 $7,909,274
Office Equipment—4.0%
Neopost SA (France) (a) Mailroom Equipment Supplier 460,400 $14,823,326
Airport Maintenance—7.5%
Kobenhavns Lufthavne A/S
(Copenhagen Airports A/S)
(Denmark) Airport Management &
Operations 200,600 $14,440,414
Grupo Aeroportuario
del Sureste S.A. de C.V.
(Mexico) (b) Airport Operator 1,129,000 13,265,749

27,706,163
Diversified Conglomerates—4.5%
Pargesa Holding AG
(Switzerland) Diversified Operations 5,374 $9,711,580
Financiere Marc de
Lacharriere SA
(Fimalac) (France) Diversified Operations 176,200 4,680,724
Tae Young Corp.
(Korea) Heavy Construction 73,000 2,338,856

16,731,160
Instruments—1.6%
Vaisala Oyj, Class A
(Finland) Atmospheric Observation
Equipment 241,000 $5,808,166
Machinery & Industrial Processing—6.6%
Pfeiffer Vacuum
Technology AG
(Germany) Vacuum Pump
Manufacturer 599,240 $12,016,021
Alfa Laval (Sweden) (a) Filtration & Separation
Equipment 1,133,100 9,122,139
Carbone Lorraine SA
(France) Electrical Systems
Manufacturer 119,682 2,793,997

23,932,157
Other Industrial Goods & Services—4.6%
Schindler Holding AG
(Switzerland) Elevator & Escalator
Manufacturer 63,200 $11,877,982
GFI Industries SA
(France) (c) Industrial Fastener
Manufacturer 241,813 5,021,308

16,899,290
Production Equipment—3.0%
Interpump Group
S.p.A. (Italy) Pump & Piston
Manufacturer 2,330,200 $9,897,379
NSC Groupe (France) Textile Equipment
Manufacturer 12,316 1,059,791

10,957,170
Transportation Services—2.7%
DelGro Corporation
Limited (Singapore) Bus, Taxi, & Car Leasing 4,380,700 $5,429,629
Mainfreight Limited
(New Zealand) Logistics Services 7,765,726 4,477,019

9,906,648
Chemicals—4.1%
Gurit-Heberlein AG
(Switzerland) Chemical Producer 32,734 $15,261,985
Total Common Stocks (Cost: $403,174,494) 363,500,675
Par Value

Short Term Investments—1.1%
Repurchase Agreements—1.1%
IBT Repurchase Agreement, 1.00% due 1/2/2003, repurchase price $4,151,514 collateralized by a U.S. Government Agency Security $4,151,283 $4,151,283
Total Repurchase Agreement (Cost: $4,151,283) 4,151,283
Total Short Term Investments (Cost: $4,151,283) 4,151,283
Total Investments (Cost $407,325,777)—99.8% $367,651,958
Other Assets In Excess Of Other Liabilities—0.2% 820,601

Total Net Assets—100% $368,472,559


(a) Non-income producing security.
(b) Represents an American Depository Receipt.
(c) Effective January 2, 2003, GFI Industries SA changed its name to LISI.