THE OAKMARK INTERNATIONAL 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 FUND FROM ITS INCEPTION (9/30/92) TO PRESENT (12/31/00) COMPARED TO THE MSCI WORLD EX U.S. INDEX26
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12/31/00 NAV9 $15.46

Total Return
Last 3 months*
Average Annual Total Return10
Through 12/31/00
From Fund Inception

9/30/92

The Oakmark International Fund 7.39% 13.91%
MSCI World ex U.S. Index w/inc. -3.38% 9.96%
MSCI EAFE Index w/inc.4 -2.68% 9.75%
Lipper International Fund Index27 -4.02% 11.41%
*Not annualized.

Fellow Shareholders,

We are pleased to report that your Fund's performance for both the quarter and for the calendar year ending December 31, 2000 was very good. The Oakmark International Fund was up 7.39% in the past quarter, compared with declines of 3.38% and 4.02% for the MSCI World ex US Index and the Lipper International Fund Index.

For the twelve months ending December 31, 2000, your fund achieved a return of 12.50%, placing it in the top one percent of all international funds ranked by Morningstar.28 We are particularly proud of achieving this positive return in a very difficult market environment. Over the same period, the MSCI World ex US Index and the Lipper International Fund Index declined 13.37% and 14.72%, respectively. Most importantly, your Fund has achieved long-term out-performance since its inception, up 13.91% annually compared to returns of 9.96% and 11.41% for the MSCI World ex US Index and the Lipper International Fund Index.

Review of 2000 Results

With the end of every calendar year we think it is important to detail the ideas which had the biggest positive and negative impacts on the Fund's performance. Since the story is more good than bad let's start with the good. The biggest positive contributor to return was our investment in the Brazilian cellular market through two companies, Telesp Celular and Telemig Celular Participacoe. Both companies were spun-out of Telebras when it was privatized in 1998, and each nearly doubled in 2000. This is the second year in a row that your Fund has greatly benefited from the share price appreciation of these companies, as they were also among the largest positive contributors to NAV in 1999.

Total Returns16
as of December 31,2000

3 Months* 7.39%
6 Months* 5.27%
1 Year 12.50%
*Not annualized

Average Annual Total Returns16
as of December 31, 2000

3 Year 13.41%
5 Year 14.04%
Since inception 13.91%

Since the beginning of the Telebras break-up process our analyst Chad Clark has been far ahead of "the Street" in tackling the enormously complicated task of sorting out the financial and market situations of each individual company, much to your Fund's benefit. Our position in Telesp was bought out during the year by its new parent Portugal Telecom, but we are still owners of Telemig based on our belief that the current share price still does not yet properly reflect the value of the business.

The single biggest contributor to return for the Fund was Citizen Watch of Japan, which appreciated nearly 60 percent before hitting its sell target in the summer. The performance of Citizen was especially satisfying given that it was located in the worst performing developed market in the world in 2000.

Our investment in two Danish banks, Den Danske Bank and Unidanmark, provided a strong positive contribution. The share prices of both appreciated substantially as the market (and one acquiror) recognized the strength of their domestic franchises and the cheapness of their valuations. Each hit their sell prices during the year and are no longer in the portfolio.

UK-based multinational Diageo made a big positive impact in 2000. Management continues to make very aggressive moves to try and unlock the value of the business. In addition to the on-going restructuring of their cost base, during the course of the year they sold Pillsbury to General Mills and purchased a group of brands from Seagrams at a very sensible price.

Highlights

  • In a very difficult market environment, the Fund returned 12.50% for calendar year 2000, placing it in the top 1% of all international funds, as ranked by Morningstar. This compared favorably with a -13.37% for the MSCI World ex U.S. Index, and -14.72% for the Lipper International Fund Index.
  • The single biggest contributor to return for the Fund was Citizen Watch of Japan, which appreciated nearly 60% before hitting our sell target in the summer.
  • We are excited about the overall cheapness of our current portfolio, as well as the new opportunities emerging from current market volatility.

Finally, Reckitt Benckiser, Banco Latinoamericano de Exportaciones, Canadian Imperial Bank, Bank of Ireland, and Kone also all made solid positive contributions this year to your Fund's return.

The single biggest negative contributor was UK conglomerate Tomkins, a company that was detailed in last quarter's letter. Already awful sentiment toward the stock worsened during the year with accusations of management impropriety, as of yet unproven. Insulating ourselves from the current negative sentiment, what we are left with is a company trading at a single digit PE, double digit dividend yield, and a huge ongoing share buy-back program.

Another negative contributor was Autoliv, the world leader in the development and manufacturing of automotive safety systems, including seat belts and airbags.

Top Five Industries
as of December 31, 2000

Industries
and % of
Total Net
Assets
Banks & Thrifts 12.9%
Food & Beverage 10.3%
Other Industrial Goods & Services 9.7%
Diversified Conglomerates 6.3%
Apparel 6.2%

The share price performance has been hurt by negative expectations for the automakers. The current valuation ignores the high quality of their technology, their enviable market positions, and the long term secular growth in their product specialties.

First Pacific, the Hong-Kong listed conglomerate, was also a weak performer. The share price was racked by awful sentiment in its two primary markets, the Philippines and Indonesia. Both of these markets saw heightened political uncertainty during the year and consequently, weaker currencies. Despite these temporary difficulties the company remains an inexpensive collection of quality assets with great franchises (especially their telephone businesses in the Philippines and Indofood in Indonesia) located in very fast growing markets. By investing through First Pacific you get ownership of these undervalued businesses at an additional discount. While stumbling recently, management is very sound and has achieved a decades-long record of growing asset value per share.

Top Five Holdings
as of December 31, 2000

Company
and % of
Total Net
Assets
Somerfield plc 5.6%
Metso Oyj 5.0%
Diageo plc 4.0%
Hunter Douglas N.V. 3.9%
Banco Latinoamericano 3.7%

Another negative contributor to NAV was Fila, the Italian sportswear manufacturer. To date this has not been a good investment for the Fund, but due to the tremendous effort of top management (especially in the US) this is a much better run organization than it was back in 1996 when the market awarded the company a share price over $100. While our estimate of business value is a fraction of that number, it is a multiple of the current share price, which ended the year at less than $8. The turnaround in the business has been slower than we expected but we are heartened by the positive response of the big retailers toward the company's new product line and its sell-through to consumers.

Looking Forward

While we are excited about the Fund's strong performance, we are even more excited about the overall cheapness of the current portfolio as well as the new opportunities emerging from the current market volatility.

Thank you for your continued confidence.

david.gif (483 bytes)

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 FUND
International Diversification—December 31, 2000

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THE OAKMARK INTERNATIONAL FUND
Schedule of Investments—December 31, 2000 (Unaudited)
Description Shares Held Market Value

Common Stocks—95.3%
Food & Beverage—10.3%
Diageo plc (Great Britain) Beverages, Wines, & Spirits
Manufacturer
2,950,500 $32,868,532
Quilmes Industrial
S.A. (Argentina), (b)
Brewer 2,235,000 20,115,000
Fomento Economico
Mexicano, S.A. de C.V.
(Mexico), (b)
Soft Drink & Beer Manufacturer 554,500 16,565,687
Lotte Chilsung Beverage
Company (Korea)
Soft Drinks, Juices, & Sport Drinks
Manufacturer
93,000 11,762,846
Lotte Confectionery Co.,
Ltd. (Korea)
Confection Manufacturer 37,270 3,255,601

84,567,666
Apparel—6.2%
Adidas-Salomon AG
(Germany)
Worldwide Manufacturer/ Marketer
of Sportswear
317,300 $19,664,345
Fila Holding S.p.A.
(Italy), (a)(b)
Athletic Footwear & Apparel 2,577,800 19,655,725
Giordano International
Limited (Hong Kong)
Pacific Rim Clothing Retailer &
Manufacturer 24,711,000
11,405,516

50,725,586
Retail—5.6%
Somerfield plc (Great Britain) Food Retailer

33,473,000

$46,048,011
Household Products—5.2%
Hunter Douglas N.V.
(Netherlands)
Window Coverings Manufacturer 1,150,084 $31,533,915
Reckitt Benckiser plc
(Great Britain)
Household Cleaners &
Air Fresheners
631,200 8,721,022
Kimberly-Clark de Mexico,
S.A. de C.V., Class A
(Mexico), (a)
Hygiene Products Manufacturer 783,000 2,166,178

42,421,115
Other Consumer Goods & Services—0.8%
Shimano Inc. (Japan) Bicycle Components Manufacturer 345,000 $6,775,061
Banks & Thrifts—12.9%
Banco Latinoamericano
de Exportaciones, S.A.,
Class E (Panama), (b)
Latin American Trade Bank 866,900 $29,962,231
Uniao de Bancos Brasileiros
S.A. (Brazil), (c)
Commercial Banking 791,000 23,285,063
Bank of Ireland (Ireland) Commercial Banking 1,586,600 15,911,246
BNP Paribas SA (France) Commercial Banking 153,000 13,432,861
Svenska Handelsbanken
AB (Sweden)
Commercial Banking 502,500 8,597,706
Kookmin Bank (Korea) Commercial Banking 430,000 5,064,822
National Australia Bank
Limited (Australia)
Commercial Banking 295,000 4,728,390
United Overseas Bank Limited,
Foreign Shares (Singapore)
Commercial Banking 583,968 4,383,132

105,365,451
Other Financial—1.0%
Daiwa Securities
Group Inc. (Japan)
Stock Broker 774,000 $8,077,169
Hotels & Motels—2.6%
Mandarin Oriental
International Limited
(Singapore)
Hotel Management 33,134,400 $21,537,360
Broadcasting & Cable TV—0.8%
Grupo Televisa S.A.
(Mexico), (a)(c)
Television Production &
Broadcasting
154,000 $6,920,375
Publishing—5.7%
Wolters Kluwer NV
(Netherlands)
Reference Material Publisher 634,000 $17,288,263
Independent News &
Media PLC (Ireland)
Newspaper Publisher 4,880,855 13,291,053
John Fairfax Holdings
Limited (Australia)
Newspaper Publisher 4,900,000 10,675,464
N.V. Holdingmaatschappij
De Telegraaf
(Netherlands)
Newspaper Publisher 287,000 5,821,047

47,075,827
Telecommunications—2.8%
Telemig Celular
Participacoes S.A.
(Brazil), (a)
Mobile Telecommunications 2,297,800,000 $9,662,543
SK Telecom Co., Ltd.
(Korea)
Mobile Telecommunications 45,370 9,074,000
Brasil Telecom
Participacoes S.A.
(Brazil), (a)
Mobile Telecommunications 469,200,000 4,186,708

22,923,251
Automotive—3.9%
Compagnie Generale des
Establissements
Michelin (France)
Tire Manufacturer
Automotive Safety Systems
644,000 $23,311,796
Autoliv, Inc (Sweden) Manufacturer 324,200 5,083,335
Dongah Tire Industry
Company (Korea)
Innertube Manufacturer 166,290 3,148,336

31,543,467
Aerospace—2.3%
Rolls-Royce plc
(Great Britain)
Aviation & Marine Power 6,218,702 $18,504,665
Airport Maintenance—1.1%
Flughafen Wien AG
(Austria)
Airport Management &
Operations
125,522 $4,749,965
Grupo Aeroportuario
del Sureste S.A. de C.V.
(Mexico), (a)(b)
Airport Operator 242,000 4,023,250

8,773,215
Components—4.1%
IMI plc (Great Britain) Components Manufacturer 5,140,000 $18,522,883
Morgan Crucible
Company plc
(Great Britain)
Crucible & Components
Manufacturer
3,415,000 15,140,625

33,663,508
Chemicals—3.6%
Nufarm Limited
(Australia)
Agricultural & Industrial
Chemical Producer
10,381,415 $18,366,724
Givaudan (Switzerland), (a) Fragrance & Flavor Compound
Manufacturer
41,300 10,918,039

29,284,763
Oil & Natural Gas—1.7%
ISIS (France) Oil Services 191,927 $13,678,653
Machinery & Metal Processing—5.0%
Metso Oyj (Finland) Paper & Pulp Machinery 3,658,100 $40,875,965
Mining & Building Materials—1.9%
Kumkang Korea
Chemical Co., Ltd.
(Korea)
Building Materials 443,040 $15,234,972
Other Industrial Goods & Services—9.7%
Chargeurs SA (France) Wool, Textile Production & Trading 409,526 $26,918,137
Kone Corporation,
Class B (Finland)
Elevators 340,310 23,806,550
Tomkins plc (Great Britain) Diversified Engineering 7,932,116 17,494,820
Buderus AG (Germany) Industrial Manufacturing 327,820 7,046,066
FKI plc (Great Britain) Industrial Manufacturing 1,236,315 4,067,057

79,332,630
Steel—1.8%
SSAB Svenskt Stal AB,
Series A (Sweden)
Steel Producer 1,575,920 $15,026,253
Diversified Conglomerates—6.3%
Enodis plc (Great Britain) Food Processing Equipment 8,626,000 $27,538,212
Canadian Pacific Limited
(Canada)
Diversified Operations 517,000 14,731,554
First Pacific Company
Limited (Hong Kong)
Diversified Operations 31,087,934 9,067,663

51,337,429
Total Common Stocks (Cost: $771,495,940) 779,692,392
Par Value Market Value

Short Term Investments—3.9%
Commercial Paper—1.8%
Ford Motor Credit Corp., 6.50% due 1/2/2001 $5,000,000 $5,000,000
General Electric Capital Corporation, 5.90% due 1/2/2001 10,000,000 10,000,000
Total Commercial Paper (Cost: $15,000,000) 15,000,000
Repurchase Agreements—2.1%
State Street Repurchase Agreement, 5.85% due 1/2/2001 $17,030,000 $17,030,000
Total Repurchase Agreements (Cost: $17,030,000) 17,030,000
Total Short Term Investments (Cost: $32,030,000) 32,030,000
Total Investments (Cost $803,525,940)—99.2% $811,722,392
Foreign Currencies (Proceeds $781,829)—0.1% $789,872
Other Assets In Excess Of Other Liabilities—0.7%(d) 5,555,035

Total Net Assets—100% $818,067,299


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