THE OAKMARK INTERNATIONAL FUND

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


Fellow shareholders:

Your Fund gained 8.7% in the first quarter of our new fiscal year, well ahead of the Lipper international average gain of 5.8% and the Morgan Stanley World ex US index loss of -0.5%.

We are happy to report that your Fund was one of the best performing diversified international funds for the 1996 calendar year. The Oakmark International Fund was up 28% in 1996 versus the 11.8% return for the average international fund. This performance ranked fourth out of the 331 international funds tracked by Lipper Analytical Services. Ranked fifth was The Oakmark International Small Cap Fund (formerly known as The Oakmark Int’l Emerging Value Fund), with a 1996 return of 25%. We are proud of having two of the top five international funds, especially given the lack of overlap in stocks between the two portfolios.

In general, overseas markets had a better than average year in 1996. Many foreign markets, especially in Europe, have hit or are around new highs. Most importantly, we are still finding new ideas which meet our disciplined criteria.

Best of and Worst of Revisited

Many of you have written or spoken to us about how much you enjoyed David Herro’s 1995 quarterly letter entitled “The Best and Worst of ...”. So, we have decided to try it again by adding a few new categories to the ones David mentioned in 1995.

Most Promising Markets for the Year Ahead: Many shareholders ask us which will be the best equity markets in the year ahead. As you know, we don’t try to predict these things based on macroeconomic forecasts—we spend our time trying to find cheap companies. And of course, just because we are finding value in a particular market does not mean it will necessarily be a good performer in the short term. But one constant to our approach is to give extra scrutiny to markets which have underperformed, searching for stocks which meet our criteria. In developed markets in 1996 the underperformers were Japan, Switzerland, and Austria. In developing markets Thailand, Korea, Chile and India were the laggards last year.

Worst Traffic Congestion: When on the road visiting companies we spend a great deal of time in cars and taxis. Much more time than we would like. As countries become more affluent traffic problems seem to grow at a geometric rate. Our opinion of the worst cities for traffic are: 1) Bangkok, Thailand (watch the motorcycles!!); 2) Seoul, Korea; and 3) Mexico City, Mexico (can you actually drive on the grass?). Coming up fast (slow?) on the outside is the German autobahn, where the huge influx of cross-border traffic from the West, the South, and especially the East is prompting the German government to think long and hard about instituting user fees for these important European arteries.

A corollary to the above category is Worst Drivers, with our nominees: the drivers in India where the motto is “honk first, brake second” and Korea where the number of lanes flowing north or south on major streets changes minute-by-minute depending on the aggressiveness of the respective drivers.

Best Subway/Train Systems: A good, reliable train system is a real time saver and a huge help in visiting companies off-the-beaten path. The best: Japan whose system is extraordinarily efficient and very clean. It has amazing coverage and up-to-the-minute service information, but is enormously expensive. Switzerland is second, where its train system is the best and only bargain in the country. Hong Kong comes in third with special mention to the beloved Star Ferry. Fourth is the European ICE/TGV. These are German and French bullet trains which fly you to your next destination without the hassle of an airport. Fifth is the Paris Metro, which is a wonderful system when the workers are not on strike—efficient, cheap, and good coverage.

Best Place to Buy Knockoffs: First, Chinatown in Kuala Lumpur, Malaysia. Second, the tables nestled amidst the gogo bars in Patpong, Bangkok, Thailand. And third, the incredibly mobile carts that line the sidewalks in Iteowon, Seoul, Korea, but take care not to get trampled—they pack up and go hurtling down the sidewalk at the first whiff of trouble.

Most Popular KnockOffs: Based on personal observation, these are fake (“original copies”) Rolex and Breitling watches and brand name casual shirts. For the patient negotiator, the prices can be extraordinarily low.

Best Airports: Efficiency and a place to sit and work are all we ask for in an airport. The best at delivering: 1) Schipol, Amsterdam; 2) Singapore; 3) Kansai Airport, near Osaka, Japan; 4) Hong Kong (landing at night here is one of the world’s greatest amusement park rides).

Worst Airports: Unfortunately there are more candidates for this award than the previous. The winners: 1) Kimpo, Seoul, gives you the feeling upon arrival that you are going through a prison orientation complete with armed guards; 2) Taipei, Taiwan, except for the physically fit who don’t mind standing during a two hour layover; 3) Narita, Tokyo (unless you are flying JAL); 4) Manila, Philippines (do you really NEED your luggage?); and 5) Heathrow, London.

Most Expensive Cities: 1) Zurich, Switzerland (that five-minute cab ride was HOW much?!); 2) Vienna, Austria; 3) Tokyo, Japan; 4) Buenos Aires, Argentina; 5) Brussels, Belgium (that new EU directive will cost European businesses HOW much?!).

Most Reasonably Priced Cities: 1) Budapest, Hungary; 2) Istanbul, Turkey (stunning, exotic beauty, great food); 3) Mexico City, Mexico (not expensive even before the devaluation); 4) Caracas, Venezuela; 5) Kuala Lumpur, Malaysia (the oversupply of new hotel rooms doesn’t hurt).

Best Prediction of 1996: David’s—that the Green Bay Packers would win the Super Bowl.

David G. HerroThe Oakmark Family of Funds
David G. Herro

Michael J. Welsh
Michael J. Welsh
Portfolio Managers
72242.722@compuserv.com
oakix@aol.com
January 31, 1997


THE VALUE OF A $10,000 INVESTMENT IN THE OAKMARK INTERNATIONAL FUND FROM ITS INCEPTION (9/30/92) TO PRESENT (1/31/97) AS COMPARED TO THE MORGAN STANLEY WORLD EX U.S. INDEX

1/31/97 NAV $16.05 Average Annual Total Return*
Through 1/31/97
Total Return
Last 3 mos.
From Inception
9/30/92
Oakmark International 8.7% 17.2%
Morgan Stanley World ex U.S. w/inc** -0.5% 11.1%
Morgan Stanley EAFE w/inc** -1.0% 10.8%
Lipper Analytical International Fund

Average**

5.8% 13.3%

*Total return includes change in share prices and in each case includes reinvestment of any dividends, interest and capital gain distributions.

**Each of the three indexes or averages is an unmanaged group of stocks whose composition is different from the Fund. The Morgan Stanley World ex U.S. Index includes 19 country subindexes. The Morgan Stanley EAFE Free Index refers to Europe, Asia and the Far East and includes 18 country subindexes. The Lipper International Fund Average includes 106 mutual funds that invest in securities whose primary markets are outside the United States. Past performance is no guarantee of future results.


THE OAKMARK INTERNATIONAL FUND

International Diversification—January 31, 1997


THE OAKMARK INTERNATIONAL FUND

Schedule of Investments—January 31, 1997 (Unaudited)

Description Shares Held/
Pricipal Value
Market Value
Common Stocks—93.5%
Consumer Nondurables—4.7%
Yue Yuen Industrial
(Holdings) Limited (Hong Kong)
Athletic Footwear Manufacturing 75,828,000 $ 29,356,562
Chargeurs International S.A. (France) Entertainment & Wool
Production Holding Company
516,439 28,222,959
BYC Company (Korea) Textile Manufacturer 31,230 3,245,754
60,825,275
Food—14.1%
Guinness PLC (Great Britain) Distiller and Brewer 7,245,000 $ 50,555,961
Lion Nathan Limited (New Zealand) New Zealand Brewer 17,073,200 44,072,761
Parmalat Finanziaria S.p.A.(Italy) Dairy Products 14,260,000 24,056,556
Pernod-Richard (France) Manufactures Wines, Spirits & Fruit Juices 407,579 22,797,855
Nestle SA (Switzerland) Producer of Foods & Drinks 14,000 15,215,035
Lotte Confectionery (Korea) Confectionary Manufacturer 61,000 8,779,769
Leong Hup Holdings Berhad (Malaysia) Major Poultry Operation and KFC Operator 7,579,666 8,110,182
Lotte Chilsung Beverage (Korea) Manufacturer of Soft Drinks, Juices & Sport Drinks 44,770 5,149,843
Daehan Flour Mills Co., Ltd.(Korea) Food Processing 40,270 2,551,209
181,289,171
Household Products—2.9%
Reckitt & Colman PLC (Great Britain) Household Cleaners and Air Fresheners 3,290,229 $ 37,404,542
Retail—1.7%
Alpargatas Sociedad Anonima Industrial Y Comercial (Argentina) Textiles 17,430,294 14,733,018
Giordano Holdings Limited (Hong Kong) East Asian Clothing Retailer & Manufacturer 10,903,000 6,120,538
Macintosh (Netherlands) Non-Food Specialty Retailer 66,970 1,377,669
22,231,225
Telecommunications—12.1%
Telefonos de Mexico, S.A. de C.V. (Mexico) (b) Telephone Company 1,490,100 $ 56,065,013
Bezeq (Israel) Telephone Company 12,254,271 31,907,152
Telefonica (Spain) Telecommunications 1,000,500 23,478,284
Technology Resources Industries Berhad (Malaysia) Telecommunications 10,420,000 22,005,229
Asia Satellite Telecom Holdings Corporation (Hong Kong) Telecommunications 541,500 $ 12,251,438
Call Net Enterprises, Inc. Common (Canada) (a) Telecommunications 700,000 10,001,484
155,708,600
Transportation—6.1%
AB Volvo (Sweden) Trucks and Automobiles 2,534,600 $ 60,574,377
CIADEA S.A. (Argentina) (a) Assembler and Distributor of Automobiles 3,414,568 17,590,302
78,164,679
Oil and Natural Gas—3.6%
YPF Sociedad Anonima (Argentina) (b) Oil Exploration, Production and Marketing 1,656,200 $ 46,166,575
Banks—11.8%
National Australia Bank Limited (Australia) Largest Australian Bank 3,960,651 $ 47,884,301
Banco Espirito Santo E Comercial de Lisboa, S.A. (Portugal) Portuguese Bank 2,275,480 41,517,384
Svenska Handelsbanken (Sweden) Largest Swedish Bank 828,850 21,583,443
Banco Popular Espanol (Spain) Fourth-largest Spanish Bank 85,093 15,483,184
Compagnie Financiere de Paribas (France) French Financial Services Group 205,000 14,042,825
Grupo Financiero Bancomer, S.A. De C.V. (GFB) B (Mexico) (a) Large Mexican Financial Group 26,635,000 9,743,058
Grupo Financiero Bancomer, S.A. De C.V. (GFB) L (Mexico) (a) Large Mexican Financial Group 6,129,630 2,022,695
152,276,890
Other Financial—1.0%
Sedgwick Group plc (Great Britain) Insurance Broker, Financial Services 6,450,000 $ 13,487,021
Marketing Services—4.4%
Cordiant PLC (Great Britain) (a) Advertising Agency Holding Company 34,408,656 $ 57,062,905
Aerospace—5.5%
Rolls Royce Public Limited Company (Great Britain) Jet Engines 6,966,479 $ 26,789,857
Hong Kong Aircraft Engineering Company Limited (Hong Kong) Commercial Aircraft Overhaul and Maintenance 8,360,200 $ 25,785,105
British Aerospace Public Limited Company (Great Britain) Defense and Civil Aviation 897,445 18,240,810
70,815,772
Chemicals—4.4%
EVC International NV (Netherlands) Western European PVC Manufacturer 1,039,165 $ 28,955,237
Royal Pakhoed N.V. (Netherlands) Petroleum Products, Chemical Handling 865,348 28,020,792
56,976,029
Components—0.9%
Varitronix International Holdings Limited (Hong Kong) Liquid Crystal Displays 7,177,000 $ 11,438,373
Forestry Products—3.1%
Asia Pulp & Paper Company Ltd (a) (Indonesia) Paper & Packaging Products 3,484,300 $ 40,069,450
Machinery and Metal Processing—2.6%
Saurer Ltd. (Switzerland) Textile Machinery 70,000 $ 32,962,624
Iochpe-Maxion SA (Brazil) Agricultural Machinery & Automotive Parts 7,880,000 602,907
33,565,531
Mining and Building Material—2.6%
Pioneer International (Australia) Concrete Products, Aggregates 8,870,923 $ 25,374,494
Keumkang Ltd. (Korea) Building Materials 170,980 8,519,350
33,893,844
Other Industrial Goods and Services—3.3%
Kone Corporation (Finland) Elevators 161,870 $ 18,587,053
Groupe Legris Industries (France) Europe’s Leading Crane Manufacturer 195,097 8,655,277
Buderus AG (Germany) German Industrial Manufacturing 15,450 7,253,699
Lamex Holdings Limited (Hong Kong) Hong Kong’s Largest Office Furniture Supplier 14,040,000 4,303,136
Tomkins plc (Great Britain) Industrial Management Company 700,000 3,146,130
41,945,295
Steel—7.2%
Usiminas (Brazil) Steel Production 41,063,700,000 $ 46,734,701
Avesta Sheffield (Sweden) Stainless Steel 3,575,000 36,793,046
Svenskt Stal AB, Series A (Sweden) Steel 531,400 8,588,965
Tung-Ho Steel Enterprise (Taiwan) (a) Taiwanese Manufacturer of Corp. Steel Bars and HBeams 34,000 372,582
92,489,294
Diversified Conglomerates—1.5%
Koor Industries Limited ADR (Israel) Israeli Holding Company 933,600 $ 18,438,600
Koor Industries Limited (Israel) Israeli Holding Company 5,660 547,416
18,986,016
Total Common Stocks (Cost: $1,074,747,599) 1,204,796,487
Short-Term Investments—3.5%
Commercial Paper—3.4%
Ford Motor Credit Corp., 5.32% due 2/6/97 14,000,000 $ 14,000,000
Ford Motor Credit Corp., 5.31% due 2/10/97 10,000,000 10,000,000
Ford Motor Credit Corp., 5.30% due 2/24/97 5,000,000 5,000,000
Ford Motor Credit Corp., 5.30% due 3/3/97 10,000,000 10,000,000
General Electric Capital Corporation, 5.32% due 2/3/97 5,000,000 5,000,000
Total Commercial Paper 44,000,000
Repurchase Agreements—0.1%
State Street Repurchase Agreement, 5.47% due 2/3/97 1,192,000 $ 1,192,000
Collateralized by US Treasury Securities
Total Repurchase Agreements 1,192,000
Total ShortTerm Investments (Cost: $45,192,000) 45,192,000
Total Investments—97.0% (Cost: $1,119,939,599) $ 1,249,988,487
Foreign currencies—2.3% (Cost: $29,025,436) 28,958,651
Other assets, less other liabilities (c)—0.7% 9,401,506
Total Net Assets—100% $1,288,348,644
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Notes: (a) Nonincome producing security.
(b) Represents an American Depositary Receipt.
(c) Includes portfolio and transaction hedges.