THE OAKMARK FUND

Report from Bill Nygren and Kevin Grant,
Portfolio Managers

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THE VALUE OF A $10,000 INVESTMENT IN THE OAKMARK FUND FROM ITS INCEPTION (8/5/91) TO PRESENT (6/30/01) AS COMPARED TO THE STANDARD & POOR'S 500 INDEX3
6/30/01 NAV4 $35.18
Total Return
Last 3 months*
Average Annual Total Return1
Through 6/30/01
From Fund Inception
8/5/91

The Oakmark Fund 9.25% 20.96%
Standard & Poor's 500 Stock Index w/inc 5.85% 14.72%
Dow Jones Industrial Average w/inc5 6.71% 15.97%
Lipper Large Cap Value Fund Index6 4.45% 13.85%
*Not annualized.

The Oakmark Fund gained 9% for the quarter ended June 30, increasing the nine-month fiscal-year-to-date return to 32%. Those returns compare very favorably to the S&P 500's less than 6% increase last quarter and its nine-month loss of 14%.

Our performance last quarter was aided by large increases in: JC Penney, +65%, where investors gained confidence that new CEO Allen Questrom will succeed in turning around this large retailer; Xerox, +60%, where both operating results and asset sales reached targets which quieted concerns of a liquidity squeeze; and Cendant, +34%, where CEO Henry Silverman demonstrated an ability to make synergistic acquisitions that increase per-share earnings.

As we enter a new quarter, our portfolio continues to be significantly underweighted in technology stocks. We said in our last quarterly report that we felt most technology businesses were worth less than their stock prices. Despite their declining earnings outlook, technology companies actually out-performed non-technology companies during the last quarter. As a result, we believe their overvaluation has increased and we continue to believe that our best opportunity is to buy growing companies outside of the tech sector.

We primarily compare our portfolio to the S&P 500 Index which is currently priced at just over 20 times next year's expected cash earnings. The stocks we have been adding to the portfolio are generally growing faster than the S&P 500, yet are priced at a lower multiple of expected cash earnings. Here are brief descriptions of our new holdings:

Guidant (GDT—36)

Guidant is a leading manufacturer of medical devices primarily for cardiovascular diseases. Guidant stock peaked at $72 last year and has declined largely due to new product introductions from competitors. The medical device industry has historically experienced strong secular growth combined with product cycles — companies introducing new products gain market share. Guidant has numerous new products in testing and will likely be the beneficiary of market share gains as these products are introduced in the coming years. Selling at less than 17 times estimated 2002 cash earnings, Guidant is not only selling at a large discount to its peers, but also at a discount to the S&P 500.

Note: On July 10, an FDA advisory panel voted against approving Guidant's new device for treating congestive heart failure. The stock has declined further to $28. That decline is triple the amount we believe Guidant's business value has declined. As you would expect, we have significantly increased our position.

Hughes Electronics (GMH—21)

Through its DirecTV subsidiary, Hughes Electronics is the largest provider of satellite TV service. Just last month, DirecTV announced they had reached the 10 million subscriber milestone. Hughes stock peaked last March at $47 and has declined along with the technology sector as the excitement over satellite-delivered Internet access has declined. The per-subscriber economics of satellite TV are very similar to cable TV, leading us to conclude that the per-subscriber values ought to be similar. Hughes stock is now selling at about half the per-subscriber price of the large cable stocks.

Kraft Foods (KFT—31)

In our opinion, Kraft Foods is, quite simply, the best packaged foods company. The strength of its brands, its scale advantages, and its highly talented management team are unmatched by the competition. For that reason, when Kraft was brought public at a valuation similar to other food stocks, we saw an investment opportunity. Even better, the stock declined from its initial offering price, allowing us the opportunity to purchase the majority of our shares below $30. We expect Kraft to continue growing earnings-per-share at a double-digit rate and believe the stock is undervalued selling at 15 times our estimate of next year's cash earnings.

Waste Management (WMI—31)

Waste Management is the largest waste disposal company in the United States. Its stock price peaked in 1999 at $60. We started getting interested in this stock in the summer of 1999, after the price fell to $30 in response to an earnings shortfall. Although the stock met our price criteria, we could not get comfortable with either their management or computer systems. With its new CEO, Maurice Myers, and much improved management information systems, Waste Management now meets our qualitative criteria. Despite the stock price increase over the last year, the stock is just back to the level it declined to in the summer of 1999. To us, selling at 16 times next year's cash earnings estimates, Waste Management looks inexpensive.

Highlights

  • Performance last quarter was aided by large increases in JC Penney +65%, Xerox +60%, and Cendant +34%.
  • Despite their declining earnings outlook technology companies out-performed non-technology companies over the last quarter. However, we believe their overvaluation has increased and continue to find our best opportunities outside of the tech sector.
  • Several names were added to the portfolio including Guidant, Hughes Electronics, Kraft, Waste Management, and US Bancorp.

US Bancorp (USB—23)

"New" US Bancorp, one of the largest banks in the US, was formed in February, when "old" US Bancorp merged with Firstar. USB stock has declined from a high of $35 two years ago, despite showing continued growth in earnings. We believe that USB's large exposure to highly stable fee-based revenue (like merchant processing, investment management fees, and trust services) should result in USB being priced at a premium to most banks. Currently, however, USB is priced at a discount, selling at just 10 times next year's cash earnings estimate.

Values like these make us confident that our portfolio remains very attractive. Thank you for your continuing support.

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William C. Nygren, CFA

Portfolio Manager
bnygren@oakmark.com

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Kevin G. Grant, CFA

Portfolio Manager
kgrant@oakmark.com

July 6, 2001

THE OAKMARK FUND
Schedule of Investments—June 30, 2001 (Unaudited)
Shares Held Market Value

Common Stocks—94.1%
Food & Beverage—4.9%
H.J. Heinz Company 1,710,000 $69,921,900
Sara Lee Corporation 2,857,400 54,119,156
Kraft Foods Inc. (a) 865,700 26,836,700

150,877,756
Retail—11.9%
J.C. Penney Company, Inc. 3,305,700 $87,138,252
The Kroger Co. (a) 3,450,000 86,250,000
Toys 'R' Us, Inc. (a) 3,000,000 74,250,000
Tricon Global Restaurants, Inc. (a) 1,450,000 63,655,000
CVS Corporation 1,430,000 55,198,000

366,491,252
Household Products—4.9%
Newell Rubbermaid Inc. 2,050,000 $51,455,000
The Clorox Company 1,440,200 48,750,770
The Dial Corporation 2,052,900 29,253,825
Energizer Holdings, Inc. (a) 959,400 22,018,230

151,477,825
Household Appliances—1.1%
Maytag Corporation 1,126,500 $32,961,390
Office Equipment—1.9%
Xerox Corporation 6,175,000 $59,094,750
Hardware—3.4%
The Black & Decker Corporation 1,522,200 $60,066,012
The Stanley Works 1,072,600 44,920,488

104,986,500
Other Consumer Goods & Services—9.6%
Fortune Brands, Inc. 2,573,000 $98,700,280
H&R Block, Inc. 1,340,300 86,516,365
Mattel, Inc. 3,227,800 61,069,976
Cendant Corporation (a) 2,595,100 50,604,450

296,891,071
Bank & Thrifts—5.3%
Washington Mutual, Inc. 3,150,000 $118,282,500
U.S. Bancorp 2,000,000 45,580,000

163,862,500
Insurance—1.6%
MGIC Investment Corporation 700,000 $50,848,000
Hotels & Motels—1.2%
Starwood Hotels & Resorts Worldwide, Inc. 990,000 $36,907,200
Information Services—4.1%
Equifax Inc. 1,720,500 $63,107,940
Moody's Corporation 1,489,400 $49,894,900
The Dun & Bradstreet Corporation (a) 517,800 14,601,960

127,604,800
Computer Services—5.6%
Electronic Data Systems Corporation 1,086,500 $67,906,250
First Data Corporation 1,040,000 66,820,000
SunGard Data Systems Inc. (a) 1,281,600 38,460,816

173,187,066
Semiconductors—0.7%
Teradyne, Inc. (a) 655,000 $21,680,500
Telecommunications—5.2%
AT&T Corp. 3,084,200 $67,852,400
Sprint Corporation 2,756,000 58,868,160
Citizens Communications Company (a) 2,708,900 32,588,067

159,308,627
Telecommunications Equipment—2.8%
General Motors Corporation, Class H
(Hughes Electronics Corporation) 2,200,000 $44,550,000
Motorola, Inc. 2,575,000 42,642,000

87,192,000
TV Programming—1.9%
AT&T Corp. - Liberty Media Group, Class A (a) 3,450,000 $60,340,500
Publishing—3.1%
Knight-Ridder, Inc. 1,066,000 $63,213,800
Gannett Co., Inc. 484,500 31,928,550

95,142,350
Pharmaceuticals—1.4%
Chiron Corporation (a) 824,000 $42,913,920
Medical Products—2.4%
Guidant Corporation (a) 1,380,500 $49,698,000
Apogent Technologies Inc. (a) 1,011,700 24,887,820

74,585,820
Automobiles—2.0%
Ford Motor Company 2,500,000 $61,375,000
Aerospace & Defense—1.2%
The B.F. Goodrich Company 970,000 $36,840,600
Waste Disposal—0.9%
Waste Management, Inc. 930,000 $28,662,600
Instruments—1.4%
Rockwell International Corporation 1,101,800 $42,000,616
Machinery & Industrial Processing—2.6%
Cooper Industries, Inc. 1,029,400 $40,753,946
Eaton Corporation 552,900 38,758,290

79,512,236
Building Materials & Construction—1.8%
Masco Corporation 2,233,000 $55,735,680
Utilities—2.0%
TXU Corp. 1,315,000 $63,369,850
Oil & Natural Gas—3.6%
Burlington Resources Inc. 1,500,000 $59,925,000
Conoco Inc., Class A 1,800,000 50,760,000

110,685,000
Diversified Conglomerates—1.8%
Textron, Inc. 1,000,000 $55,040,000
Recreation & Entertainment—3.8%
Brunswick Corporation 2,576,700 $61,918,101
Carnival Corporation 1,000,000 30,700,000
Park Place Entertainment Corporation (a) 2,100,000 25,410,000

118,028,101
Total Common Stocks (Cost: $2,310,620,236) 2,907,603,510
Par Value Market Value

Short Term Investments—6.0%
U.S. Government Bills—1.3%
United States Treasury Bills, 3.69% - 4.77%
due 7/26/2001 - 11/15/2001 $40,000,000 $39,667,030
Total U.S. Government Bills (Cost: $39,662,033) 39,667,030
Commercial Paper—3.2%
Citicorp, 3.77% due 7/5/2001 $20,000,000 $20,000,000
American Express Credit Corporation, 3.83% due 7/9/2001 10,000,000 10,000,000
Ford Motor Credit Corp., 3.78% due 7/3/2001 20,000,000 20,000,000
General Electric Capital Corporation, 4.08% due 7/2/2001 50,000,000 50,000,000

Total Commercial Paper (Cost: $100,000,000) 100,000,000
Repurchase Agreements—1.5%
State Street Repurchase Agreement , 3.85% due 7/2/2001 $46,685,000 46,685,000$
Total Repurchase Agreements (Cost: $46,685,000) 46,685,000
Total Short Term Investments (Cost: $186,347,033) 186,352,030
Total Investments (Cost $2,496,967,269)—100.1% $3,093,955,540
Other Liabilities In Excess Of Other Assets—(0.1)% (3,659,522)

Total Net Assets—100% $3,090,296,018


(a) Non-income producing security.