THE OAKMARK SMALL CAP FUND

Report from James P. Benson and
Clyde S. McGregor, Portfolio Managers

James P. Benson photo Clyde S. McGregor photo

THE VALUE OF A $10,000 INVESTMENT IN THE OAKMARK SMALL CAP FUND FROM ITS INCEPTION (11/1/95) TO PRESENT (3/31/03) AS COMPARED TO THE RUSSELL 2000 INDEX16
chart
Average Annual Total Returns1
(as of 3/31/03)
Total Return
Last 3 Months*
1-year 5-year Since
Inception
(11/1/95)

Oakmark Small Cap Fund -7.58% -28.44% -4.58% 7.57%
Russell 2000 -4.49% -26.96% -4.11% 4.23%
S&P Small Cap 60017 -5.79% -24.81% -0.88% 7.51%
Lipper Small Cap Value Index18 -5.77% -22.51% -0.14% 7.83%

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

During the first calendar quarter of 2003 investors appeared to focus on geopolitical developments and the stock market surged and slumped along with news developments. Overall, the just concluded quarter could be characterized as lackluster. Stocks slipped in value as the S&P 500 Index4 fell by 3% and the Russell 2000 Index declined by 4%. Your Fund experienced a loss of 8% during the last three months which we believe reflects the near-term volatility of the uncertain times in which we live.

Where Do We Go From Here?

We are not going to waste time with a review of the most recent news events that have been impacting stock prices since that would be redundant given the saturation news coverage accorded the hostilities in Iraq. Future economic activity, or lack thereof, is likely to be the key determinant of stock prices and we are reasonably upbeat with what we are seeing. Six major economic indicators are, we believe, pointing towards a more robust economy. These six include: 1) positive fiscal stimulus as federal and many state budgets experience operating deficits; 2) monetary policy from the Federal Reserve has been accommodative; 3) inventories are generally at low levels; 4) costs have been reduced at many companies; 5) the decline in the dollar makes U.S. exports more attractive to foreign buyers and 6) interest rates are near post World War II lows. If energy prices decline following the cessation of military action, the economy will have yet another source of stimulus. Collectively, we believe these indicators point toward stronger future economic activity. However, there are still trouble spots in the U.S. economy ranging from debt burdened consumers to tepid capital spending from businesses, but we believe the positives are likely to overwhelm the negatives over time. Successful long-term investing often hinges on seeing opportunities and accessing risks well ahead of the crowd. In constructing the portfolio for your Fund, we have been able to invest in many quality companies selling for single digit multiples of their estimated earnings and cash flow. We believe these valuation levels are extremely attractive when compared to current interest rates and we remain hopeful these stock valuations improve prospectively.

Highlights
  • We are reasonably upbeat about future economic activity, likely to be the key determinant of stock prices.
  • Six major economic indicators are pointing towards a more robust economy.
  • The portfolio consists of many quality companies selling for single digit multiples of estimated earnings and cash flow.

What Are We Looking For?

The easy answer to the forgoing question is an inexpensive stock that will appreciate rapidly over the next several years. While our goal is easily defined, finding companies that are likely to be additive to your Fund's portfolio performance is the difficult task assigned to our analytical staff. While no investment process that we are aware of generates a perfect track record, we work diligently to uncover stocks that are undervalued relative to their private market value. A couple of examples of stocks that we own should help clarify how we think about the investment process.

One stock that we continue to like is eFunds Corporation. This firm provides electronic transaction processing, ATM solutions, risk management and business process outsourcing services to financial institutions, government agencies and retailers worldwide. What most investors seem to be focused on is eFunds disappointing earnings performance over the past few quarters and this has caused the stock to decline. What we see is a financially robust company (the company has over $100 million in net cash) that generates a large amount of operating cash flow. In fact, eFunds' stock (less net cash) has recently been trading at just over three times the firm's pre-tax cash flow generation. We believe eFunds' outlook is also aided by the new management team that was hired in 2002. The new team appears to be proactively repositioning eFunds' product and service offerings to improve the company's revenue growth, earnings levels and cash generation capability. For those investors that just focus on reported earnings, most of eFunds progress has been hidden in recent quarters, but if reported earnings begin to improve we would anticipate other investors may become aware of the value of this company.

Another company the Fund owns that makes a good case study is Checkpoint Systems. Checkpoint develops, manufactures and sells security systems that help retailers control shoplifting. Checkpoint's two major revenue sources are the sales of equipment (often seen at the entrances of stores) and the source tags that are embedded in the items for sale in a store. During an economic slowdown, the number of retailers willing to upgrade their security systems tends to decline (this relates to the slowdown in capital spending point mentioned earlier) while the number of source tags sold also slows as retailers sell fewer units of merchandise. Both sources of revenue slowed for Checkpoint during 2002, but the firm remains well positioned to benefit from an economic upturn. Additionally, despite the sluggish economic environment in 2002, Checkpoint was able to generate slightly more than $100 million in cash from operations. With a stock market capitalization of approximately $330 million, Checkpoint is currently being valued at just over three times cash flow. While we have been disappointed with the recent performance of eFunds' and Checkpoint's stocks, we are encouraged by the underlying financial trends at these companies. These are a couple of examples why we remain optimistic on the long-term future of small cap equities.

Portfolio Update

During the past quarter we deleted three stocks from your Fund's portfolio while we added one new company. The companies we sold were Elan Corporation, H.B. Fuller Company and ITT Educational Services. ITT Educational had been a strong performer for the Fund for a couple of years and we elected to liquidate this position principally due to its valuation relative to many other stocks in the portfolio. Both Elan and H.B. Fuller were small positions where we wanted to redeploy the capital invested in these companies into other stocks that we believe represent better values. The one stock we purchased during the quarter was Advanced Medical Optics Incorporated. This company is a leading provider of eye care products including replacement lenses for cataracts as well as contact lens care products. We were attracted to Advanced Medical's stock for reasons including strong market shares for several of the company's products, good cash flow generation and favorable macro demand trends being generated from an aging population.

In Closing

We would like to thank our shareholders for your ongoing interest in and your support of The Oakmark Small Cap Fund. We look forward to communicating with you again next quarter.

James P. Benson signature Clyde S. McGregor signature
James P. Benson, CFA
Portfolio Manager
jbenson@oakmark.com
Clyde S. McGregor, CFA
Portfolio Manager
mcgregor@oakmark.com

THE OAKMARK SMALL CAP FUND

Schedule of Investments—March 31, 2003 (Unaudited)

Name Shares Held Market Value

Common Stocks—94.9%
Food & Beverage—7.7%
Ralcorp Holdings, Inc. (a) 575,000 $14,973,000
Del Monte Foods Company (a) 1,230,000 9,175,800

24,148,800
Household Products—3.7%
Tupperware Corporation 850,000 $11,747,000
Other Consumer Goods & Services—5.0%
Department 56, Inc. (a)(b) 760,000 $7,463,200
Callaway Golf Company 475,000 5,643,000
Central Parking Corporation 250,000 2,500,000

15,606,200
Security Systems—3.0%
Checkpoint Systems, Inc. (a) 968,300 $9,528,072
Apparel—2.4%
Oakley, Inc. (a) 671,200 $5,537,400
R.G. Barry Corporation (a)(b) 900,000 2,070,000

7,607,400
Automobile Rentals—1.9%
Dollar Thrifty Automotive Group, Inc. (a) 350,000 $5,827,500
Building Materials & Construction—3.1%
Insituform Technologies, Inc., Class A (a) 732,500 $9,852,125
Hotels & Motels—1.3%
Prime Hospitality Corp. (a) 810,000 $4,179,600
Information Services—3.2%
eFunds Corporation (a) 1,477,600 $10,151,112
Marketing Services—1.4%
DoubleClick Inc. (a) 500,000 $3,885,000
Grey Global Group Inc. 1,000 616,990

4,501,990
Restaurants—1.3%
Triarc Companies, Inc. (a) 150,000 $4,177,500
Retail—2.8%
ShopKo Stores, Inc. (a)(c) 740,000 $8,621,000
Bank & Thrifts—7.3%
BankAtlantic Bancorp, Inc., Class A 1,000,000 $9,790,000
People's Bank of Bridgeport, Connecticut 360,000 9,090,000
PennFed Financial Services, Inc. 150,000 3,982,500

22,862,500
Insurance—3.3%
The PMI Group, Inc. (c) 400,000 $10,220,000
Other Financial—2.5%
NCO Group, Inc. (a) 530,000 $7,685,000
Real Estate—3.7%
Catellus Development Corporation (a) 360,000 $7,560,000
Trammell Crow Company (a) 495,000 3,940,200

11,500,200
Medical Products—7.7%
Hanger Orthopedic Group, Inc. (a) 950,000 $10,858,500
CONMED Corporation (a) 400,000 6,564,000
Sybron Dental Specialties, Inc. (a) 300,000 5,235,000
Advanced Medical Optics, Inc. (a) 100,000 1,345,000

24,002,500
Pharmaceuticals—5.4%
Pharmaceutical Resources Inc (a) 400,000 $16,992,000
Computer Services—2.9%
CIBER, Inc. (a) 1,805,000 $8,591,800
Interland, Inc. (a) 800,000 528,000

9,119,800
Computer Software—8.2%
Sybase Inc (a) 800,000 $10,360,000
MSC.Software Corp. (a) 1,300,000 10,075,000
Mentor Graphics Corporation (a) 587,000 5,247,780

25,682,780
Computer Systems—1.3%
Optimal Robotics Corp., Class A (a)(d) 723,500 $4,167,360
Data Storage—2.2%
Imation Corp. (a) 182,000 $6,774,040
Office Equipment—1.6%
InFocus Corporation (a) 935,500 $4,621,370
MCSi, Inc. (a) 895,000 304,300

4,925,670
Instruments—0.5%
Measurement Specialties, Inc. (a) 550,000 $1,567,500
Machinery & Industrial Processing—4.6%
SureBeam Corporation, Class A (a)(b) 4,000,000 $14,040,000
Columbus McKinnon Corporation (a) 254,800 410,228

14,450,228
Other Industrial Goods & Services—1.0%
Integrated Electrical Services, Inc. (a) 750,000 $3,202,500
Oil & Natural Gas—5.9%
St. Mary Land & Exploration Company 350,000 $8,767,500
Cabot Oil & Gas Corporation 250,000 6,000,000
Berry Petroleum Company 250,000 3,750,000

18,517,500
Total Common Stocks (Cost: $356,774,501) 297,617,877
Par Value

Short Term Investments—5.4%
U.S. Government Bills—1.6%
United States Treasury Bill, 1.155% due 4/3/2003 $5,000,000 $4,999,679
Total U.S. Government Bills (Cost: $4,999,679) 4,999,679
Repurchase Agreements—3.8%
IBT Repurchase Agreement, 1.25% due 4/1/2003,
repurchase price $10,000,347 collateralized by
U.S. Government Agency Securities $10,000,000 $10,000,000
IBT Repurchase Agreement, 1.01% due 4/1/2003,
repurchase price $1,932,573 collateralized by
U.S. Government Agency Securities 1,932,519 1,932,519

Total Repurchase Agreement (Cost: $11,932,519) 11,932,519
Total Short Term Investments (Cost: $16,932,198) 16,932,198
Total Investments (Cost $373,706,699)—100.3% $314,550,075
Shares Subject to Call

Call Options Written—0.0%
Retail—0.0%
ShopKo Stores, Inc., June 17.50 Calls (100,000) $(25,000)
Total Call Options Written (Premiums Received: $(102,097))—0.0% $(25,000)
Shares Subject to Put

Put Options Written—(0.1%)
Household Products—(0.1%)
Tupperware Corporation, July 15 Puts (50,000) $(91,250)
Retail—0.0%
ShopKo Stores, Inc., June 10 Puts (100,000) $(72,500)
Total Put Options Written (Premiums Received: $(180,794))—(0.1%) $(163,750)
Other Liabilities In Excess Of Other Assets—(0.2%) (708,812)

Total Net Assets—100% $313,652,513


(a) Non-income producing security.
(b) See footnote number five in the Notes to Financial Statements regarding transactions in affiliated issuers.
(c) A portion of this security has been segregated to cover written option contracts.
(d) Represents a foreign domiciled corporation.

See accompanying notes to financial statements.