The Oakmark Fund

Report from Robert J. Sanborn, Portfolio Manager


THE VALUE OF A $10,000 INVESTMENT IN THE OAKMARK FUND FROM ITS INCEPTION (8/5/91) TO PRESENT (9/30/97) AS COMPARED TO THE STANDARD & POOR'S 500 INDEX

9/30/97 NAV $41.21 Total Return
Last 2 mos.
Average Annual Total Return*
Through 9/30/97
From Fund Inception
8/5/91

The Oakmark Fund 0.8% 30.7%
Standard & Poor's 500 Stock Index w/inc** -0.4% 18.7%
Dow Jones Industrial Average w/inc** -3.1% 20.1%
Value Line Composite Index** 4.8% 11.3%

*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 stocks whose composition is different from the Fund. The S&P 500 is a broad market-weighted average dominated by blue-chip stocks. The Dow Jones Average includes only 30 big companies. The Value Line Index is an unweighted average of more than 1,000 stocks. Past performance is no guarantee of future success.


ANNUAL PORTFOLIO UPDATE

A year ago (or, more exactly, eleven months ago), I wrote:

The Oakmark Fund's fiscal year ended October 31, 1996 was eerily reminiscent of our 1995 fiscal year. As Yogi Berra might say, "It's déjà vu all over again." A very similar macroeconomic environment—slow, steady growth; continued low inflation, with the price of gold down again; long-term interest rates down again—provided a good context for equities. As in fiscal 1995, your Fund generated strong absolute returns but lagged behind those of the Standard & Poor's 500.

In reviewing the 1997 fiscal year, I can only say, "Play it again, Yogi." For, yet again, inflation continues to remain subdued, and the price of gold declined again; long-term interest rates declined again, this time from more than 6.7% to less than 6.4%. With the continuation of steady growth and with companies increasingly being run for the benefit of their owners, the context for US equities was (and remains) favorable. Your Fund generated strong positive returns of 36.0%, about a half a percentage point less than the Standard & Poor's 500.

Our patience in our cable investments—Tele-Communications Inc., U.S. West Media Group, and TCI Liberty Media, Cl A—was well-rewarded. These stocks were among our best performers, up 71%, 43%, and 74%, respectively. Other standouts among our larger holdings include Mellon (+71%), Brunswick (+50%), and Knight-Ridder (+48%). Among our worst performers were Black & Decker (-2%), DeBeers (+2%), and Nabisco (+15%). Our largest holding, Philip Morris, slightly outperformed the market despite its ubiquity in the media. 1998 looms as another news-filled year for that company, but through it all we will continue to keep our eyes on the long term.

In general, your portfolio businesses once again performed at least in line with expectations. I can point to very few disappointments over the year. Part of this is due to the overall strong economy, part is due to your Fund's current preference for high-quality businesses, and part is due to our exceptional research effort. While the "market" is up a lot, I continue to believe that your portfolio represents very solid value. It will probably perform relatively better in a less buoyant overall market, but is a good value in any case.

Our portfolio turnover was low during the past year. We have added one new significant holding, Columbia/HCA Healthcare, the hospital company that remains in the news. As the stock declined dramatically due to revelations about its business practices, we have established a large investment based on our perceptions that the underlying value of the company's assets is worth far more than the stock price, and that top management (in the form of CEO Tom Frist) is very incentivised to maximize long-term value. We sold only one large holding, Torchmark, over the course of the year.

Your Fund—like all of the funds in The Oakmark Family of Funds—remains concentrated. Your twenty largest holdings comprise three-quarters of our equities; our top ten comprise more than 50% of our equities. As fund companies relentlessly attempt to exploit new marketing opportunities, one fad is concentrated investing. Many firms are launching funds not necessarily because they believe in concentrated investing, but because they perceive an opportunity to attract assets. At Harris Associates and The Oakmark Family of Funds, we have had concentrated portfolios in our separate accounts since 1976, and in each of our Funds since inception. It is a core investment value firm-wide.

Contrasting our approach with that of other well-known funds is instructive. For instance, the world's largest mutual fund has over 400 holdings, ten times the number of holdings in your Fund. Its ten largest holdings constitute less than 15% of its assets, whereas The Oakmark Fund's ten largest holdings approach 50% of the Fund. During the tenure of this other fund's prior portfolio manager, annual turnover at that fund reached 155%, meaning the average stock was held for about eight months. The Oakmark Fund's turnover is around 20%, meaning the average stock is typically held for about five years. At The Oakmark Fund, we make our positions large enough to matter, and we use a time horizon that is consistent with the term "investor".

Sometimes I read an article that reminds me that our approach, which seems so logical to all of us, is not the industry norm. A recent article in The Wall Street Journal "Heard on the Street" column on McDonald's quoted a large institutional investor as saying he had cut his position in MCD from 2% of his portfolio to 1%, and would not restore it back to 2% until he saw some sign that results are improving. When we read this, we do not know where to begin with critiquing this thought process. First, in our view, this investor is taking MCD from a fairly insignificant position to a very insignificant investment. Why have trivial investments? Second, by the time this company shows improvements, its price will undoubtedly rise.

Many ask me what is the recipe for the success of all the funds in The Oakmark Family of Funds. I think it is fairly simple. First, we have a consistent investment philosophy throughout the entire firm. We all believe in it, and we all speak the same language. Second, we continue to maintain, in a business increasingly resembling the NBA with regard to loyalty, a stable group of investment professionals. Third, we have an investment culture first and foremost. I am biased, but I do not believe there is a better investment firm than Harris Associates, or a better fund family than The Oakmark Family of Funds.

Personally, I want to thank each of you for the support you have shown The Oakmark Fund, and all our Funds.


ROBERT J. SANBORN

Portfolio Manager
rsanborn@oakmark.com

October 13, 1997

The Oakmark Fund

Schedule of Investments—September 30, 1997

Shares Held Market Value

Common Stocks—88.9%

Food & Beverage—16.6%
Philip Morris Companies Inc. 10,260,700 $ 426,460,344
Anheuser-Busch Companies Inc. 5,495,400 247,979,925
H.J. Heinz Company 4,007,250 185,084,860
Nabisco Holdings Corporation 3,572,100 152,037,506
Gallaher Group Plc (a) (b) 3,835,500 73,593,656
CPC International, Inc. 130,000 12,041,250
M & F Worldwide Corp. (a) 300,000 2,850,000

1,100,047,541
Retail—0.6%
Carson Pirie Scott & Company (a) (c) 1,000,000 $ 39,437,500
Other Consumer Goods & Services—17.8%
Columbia/HCA Healthcare Corporation 9,210,000 $ 264,787,500
The Black & Decker Corporation (c) 7,034,200 262,023,950
Polaroid Corporation (c) 4,332,000 221,744,250
Brunswick Corporation 3,578,800 126,152,700
Mattel, Inc. 3,303,800 109,438,375
Fortune Brands, Inc. 2,560,500 86,256,844
First Brands Corporation 1,070,400 28,633,200
Whitman Corporation 957,500 26,091,875
Juno Lighting, Incorporated (c) 1,085,000 18,580,625
GC Companies, Inc. (a) (c) 397,000 17,071,000
Arctic Cat, Inc. 957,500 11,011,250
Justin Industries 601,500 8,082,656

1,179,874,225
Banks—13.0%
Banc One Corporation 8,273,226 $ 461,749,426
Mellon Bank Corporation 7,213,100 394,917,225

856,666,651
Insurance—1.6%
Old Republic International Corporation 2,748,620 $ 107,196,180
Other Financial—5.1%
AMBAC, Inc (c) 4,389,800 $ 178,609,987
Fannie Mae 3,307,500 155,452,500

334,062,487
Broadcasting & Publishing—14.5%
Tele-Communications, Inc., Class A (a) 13,379,179 $ 274,273,169
Knight-Ridder, Inc. (c) 4,650,000 254,006,250
Dun & Bradstreet Corporation 6,841,300 194,121,888
ACNielsen Corporation (a) (c) 4,764,000 114,336,000
Tele-Communications, Liberty Media, Class A (a) 3,657,741 109,503,621
TCI Satellite Entertainment, Inc., Class A (a) 1,217,917 9,210,497

955,451,425
Telecommunications—3.4%
U.S. West Media Group (a) 10,085,400 $ 225,030,488
Managed Care Services—1.6%
Foundation Health Systems, Inc. (a) 3,323,510 $ 106,352,320
Medical Products—1.0%
Sybron International Corporation (a) 1,567,800 $ 67,317,413
Aerospace & Defense—4.4%
Lockheed Martin Corporation 1,935,000 $ 206,319,375
The Boeing Company 1,586,000 86,337,875

292,657,250
Other Industrial Goods & Services—4.1%
Fort James Corporation 2,894,100 $ 132,585,956
Bandag Incorporated, Class A 1,104,100 56,723,138
SPX Corporation (c) 875,200 51,308,600
The Geon Company 971,600 19,917,800
Premark International, Inc. 328,400 10,508,800

271,044,294
Foreign Securities—5.2%
DeBeers Consolidated Mines Limited ADR (b) 4,071,000 $ 119,840,063
YPF Sociedad Anonima (b) 3,025,600 111,569,000
Unilever NV (b) 476,000 101,209,500
European Vinyls Corporation International N.V. 547,700 12,933,678

345,552,241
Total Common Stocks (Cost: $3,861,010,117) 5,880,690,015



Principal Value Market Value

Short Term Investments—11.4%

U.S. Government Bills—2.2%
United States Treasury Bills, 5.07%­5.40% due 10/16/1997­1/29/1998 $150,000,000 $ 148,839,664

Total U.S. Government Bills 148,839,664
Commercial Paper—8.8%
American Express Credit Corp., 5.49%­5.58% due 10/1/1997­11/4/1997 $175,000,000 175,000,000
Ford Motor Credit Corp., 5.48%­6.15% due 10/1/1997­10/22/1997 175,000,000 175,000,000
General Electric Capital Corporation, 5.50%­6.38% due 10/1/1997­11/3/1997 230,000,000 230,000,000

Total Commercial Paper 580,000,000
Repurchase Agreements—0.4%
State Street Repurchase Agreement, 5.95% due 10/1/97 $23,456,000 $ 23,456,000

Total Repurchase Agreements 23,456,000
Total Short Term Investments (Cost: $752,289,548) 752,295,664
Total Investments (Cost $ 4,613,299,665)—100.3%(d) 6,632,985,679
Other liabilities in excess of other assets—(0.3)% (18,037,051)

Total Net Assets—100% $ 6,614,948,628


(a) Non-income producing security.

(b) Represents an American Depository Receipt.

(c) See footnote number six in the Notes to Financial Statements regarding transactions in affiliated issuers.

(d) At September 30, 1997, net unrealized appreciation of $2,019,686,014, for federal income tax purposes consisted of
gross unrealized appreciation of $2,077,648,280 and gross unrealized depreciation of $57,962,266.

See accompanying notes to financial statements.