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 (9/30/01) COMPARED TO THE MSCI WORLD EX U.S. INDEX16

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Average Annual Total Returns1
Year to Date
Total Return*
(as of 9/30/01)
1-year 5-year Since
Inception
(9/30/92)

Oakmark International Fund -19.08% -13.10% 5.28% 10.07%
MSCI World ex U.S. -26.65% -29.23% 0.14% 5.40%
MSCI EAFE17 -26.56% -28.65% -0.14% 5.23%
Lipper International Index18 -25.61% -28.60% 2.14% 6.84%

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.

Fellow Shareholders,

The Third Quarter of 2001 was rough for both the markets and your Fund. The Oakmark International Fund was down 19% compared to declines in the MSCI World ex U.S. Index and Lipper International Fund Index of 14% and 15%. It is interesting to note that our under-performance of these benchmarks occurred after the events of September 11th. From then until the end of the quarter, Japanese stocks, where we are underweighted, did well, while smaller and mid-cap stocks, where we are overweighted, did not.

Year-to-date and from inception, your Fund continues to significantly outperform both of those indices. Though there has been enormous price erosion in the world stock markets, we do not see a corresponding diminution in underlying business values. This to us means opportunity. We are extremely enthusiastic about investment opportunities going forward and are very bullish on future prospects based on the availability of so much value.

But everyone is doing it. . .

A few years ago, there was a trend in the global telecom equipment industry to grow the underlying business by acquiring other, smaller niche players within the industry at largely inflated prices. The argument was that these smaller companies had some desired technological innovation. Price did not matter because acquisitions were financed with high-priced freshly issued stock. ALL of the global "blue-chip" companies were sucked into this frenzy: Marconi of the UK, Alcatel of France, Northern Telecom and JDS Uniphase of Canada. They all jumped off similar, but slightly different cliffs.

As everyone can recognize today the results were catastrophic! The four mentioned entities have lost, at the time of this writing, over $550 billion in market capitalization. That is equal to the combined total stock market capitalization of Sweden, Hong Kong, New Zealand and Singapore.

Four different companies in the same industry all pursuing the same failed strategy. It truly illustrates the danger of groupthink. This amount of wealth destruction in no way can be minimized. JDS Uniphase alone wrote off over US$50 billion in goodwill this year, a tacit admission that they may have over-paid a tad for their acquisitions. With that same amount of money they could have owned the entire Portuguese stock market. It is impossible to envision how much US$50 billion buys you in Research & Development!

This episode illustrates two keys to successful investing: the power of independent thinking and the importance of price.

Market volatility equals investment opportunity!

A frequent question asked over these past troubling weeks is how have we reacted to the recent wild swings in the global markets. As value investors we constantly search for high quality businesses at low prices. Volatile markets tend to, in the short run, be non-discriminating. All stocks get hit. In these instances, we try to increase quality levels within the portfolio by adding to our highest quality names or by adding new names that, because of price volatility, suddenly fall within our buy range. We aim to constantly upgrade the quality of the portfolio at no expense to expected return. These times are unique, and represent uncommon market conditions which history has proven to be good times to increase equity market exposure.

Today, we are extremely excited about the make-up of our portfolio. Values today compare to the post 1987 crash and medium and long-term prospects look excellent for our businesses. Whether it is a company like Givaudan, a Swiss based global leader in flavors and fragrances or media companies like Aegis (UK based global buyer of media) and Tokyo Broadcasting, we feel we are as well positioned as ever to profit over time.

Highlights

  • Values today compare to the post-1987 crash and medium- and long-term prospects look excellent for our businesses.
  • As value investors, we constantly search for high-quality businesses at low prices, and seek to upgrade portfolio quality at no expense to expected return.
  • We improved quality by adding to our highest quality positions and by introducing new names that, because of price volatility, suddenly fell within our buy range.

Finally, we thank our shareholders for their patience during these unique and unstable times. We are very confident that as in the past there will be a reward for this patience.

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David G. Herro, CFA

Portfolio Manager
DGH100@earthlink.net

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Michael J. Welsh, CFA, CPA

Portfolio Manager
102521.2142@compuserve.com

October 5, 2001

THE OAKMARK INTERNATIONAL FUND

International Diversification—September 30, 2001

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THE OAKMARK INTERNATIONAL FUND

Schedule of Investments—September 30, 2001

Name Description Shares Held Market Value

Common Stocks—94.6%
Food & Beverage—9.5%
Diageo plc (Great Britain) Beverages, Wines, & Spirits Manufacturer 2,656,000 $27,938,248
Lotte Chilsung Beverage Co., Ltd. (Korea), (d) Soft Drinks, Juices, & Sport Drinks Manufacturer 93,000 18,400,307
Fomento Economico Mexicano, S.A. de C.V. (Mexico), (b) Soft Drink & Beer Manufacturer 549,400 15,641,418
Quilmes Industrial S.A. (Argentina), (b) Brewer 455,500 5,238,250
Lotte Confectionery Co., Ltd. (Korea) Confection Manufacturer 20,670 3,249,501

70,467,724
Apparel—3.2%
Fila Holding S.p.A. (Italy), (a)(b)(d) Athletic Footwear & Apparel 5,976,960 $23,967,610
Retail—5.7%
Somerfield plc (Great Britain) Food Retailer 20,257,000 $26,579,378
Giordano International Limited (Hong Kong) Pacific Rim Clothing Retailer & Manufacturer 32,491,000 14,788,518
Swatch Group AG (Switzerland) Watch Manufacturer & Retailer 15,400 1,113,322

42,481,218
Home Furnishings—3.8%
Hunter Douglas N.V. (Netherlands) Window Coverings Manufacturer 1,277,484 $27,901,777
  
Other Consumer Goods & Services—0.2%
Shimano Inc. (Japan) Bicycle Components Manufacturer 140,100 $1,764,031
Bank & Thrifts—11.2%
Banca Popolare di Verona (Italy) Commercial Banking 2,781,000 $24,194,911
Banco Latinoamericano de Exportaciones, S.A., Class E (Panama), (b) Latin American Trade Bank 515,400 14,972,370
Uniao de Bancos Brasileiros S.A. (Brazil), (c) Commercial Banking 863,500 12,520,750
BNP Paribas SA (France) Commercial Banking 153,000 12,503,538
Kookmin Bank (Korea) Commercial Banking 430,000 5,309,049
United Overseas Bank Limited, Foreign Shares (Singapore) Commercial Banking 888,968 4,829,571
Svenska Handelsbanken AB (Sweden) Commercial Banking 362,700 4,704,566
Bank of Ireland (Ireland) Commercial Banking 461,035 3,650,214

82,684,969
Other Financial—2.7%
Daiwa Securities Group Inc. (Japan) Stock Broker 2,870,000 $19,886,082
Hotels & Motels—1.7%
Mandarin Oriental International Limited (Singapore) Hotel Management 33,050,400 $12,724,404
Human Resources—2.2%
Michael Page International plc (Great Britain) Recruitment Consultancy Services 10,271,000 $16,383,396
Marketing Services—2.8%
Aegis Group plc (Great Britain) Media Services 9,686,000 $10,929,098
Cordiant Communications Group plc (Great Britain) Advertising and Media Services 10,740,070 9,473,704

20,402,802
Computer Services—2.8%
Meitec Corporation (Japan) Software Engineering Services 805,000 $20,933,645
Telecommunications—2.1%
SK Telecom Co., Ltd. (Korea) Mobile Telecommunications 39,620 $6,319,755
Telemig Celular Participacoes S.A. (Brazil) Mobile Telecommunications 2,293,200,000 3,689,024
Panafon Hellenic Telecom S.A. (Greece) Mobile Telecommunications 795,000 3,154,414
NTT DoCoMo, Inc. (Japan) Mobile Telecommunications 158 2,133,881

15,297,074
Broadcasting & Cable TV—2.4%
Tokyo Broadcasting System, Inc. (Japan) Television & Radio Broadcasting 559,000 $9,823,882
Grupo Televisa S.A. (Mexico), (a)(b) Television Production & Broadcasting 283,500 8,136,450

17,960,332
Publishing—7.5%
Wolters Kluwer NV (Netherlands) Reference Material Publisher 1,024,000 $22,682,226
Independent News & Media PLC (Ireland) Newspaper Publisher 11,559,273 17,252,002
John Fairfax Holdings Limited (Australia) Newspaper Publisher 9,874,500 15,385,931
N.V. Holdingmaatschappij De Telegraaf (Netherlands) Newspaper Publisher 14,562 211,372

55,531,531
Pharmaceuticals—1.1%
GlaxoSmithKline plc (Great Britain) Pharmaceuticals 292,000 $8,216,488
Medical Products—2.7%
Gambro AB, Class A (Sweden) Manufacturer of Dialysis Procucts 3,478,000 $20,032,123
Automotive—4.2%
Compagnie Generale des Establissements Michelin (France) Tire Manufacturer 632,000 $16,650,635
Autoliv, Inc (Sweden) Automotive Safety Systems Manufacturer 955,000 14,578,514

31,229,149
Aerospace—2.2%
Rolls-Royce plc (Great Britain) Aviation & Marine Power 8,402,702 $16,151,844
Airport Maintenance—0.3%
Grupo Aeroportuario del Sureste S.A. de C.V. (Mexico), (a)(b) Airport Operator 242,000 $2,274,800
Instruments—1.7%
Orbotech, Ltd. (Israel), (a) Optical Inspection Systems 685,700 $12,925,445
Machinery & Industrial Processing—3.8%
Metso Corporation (Finland) Paper & Pulp Machinery 3,458,100 $27,882,802
Building Materials & Construction—2.8%
Kumkang Korea Chemical Co., Ltd. (Korea) Building Materials 377,840 $20,601,552
Chemicals—7.0%
Givaudan (Switzerland), (a) Fragrance & Flavor Compound Manufacturer 98,050 $29,504,665
Akzo Nobel N.V. (Netherlands) Chemical Producer 305,000 12,432,144
Nufarm Limited (Australia), (d) Agricultural & Industrial Chemical Producer 7,934,143 9,811,562

51,748,371
Other Industrial Goods & Services—9.9%
Enodis plc (Great Britain), (d) Food Processing Equipment 23,244,700 $26,655,081
Kone Corporation, Class B (Finland) Elevators 350,980 23,316,876
Chargeurs SA (France), (d) Wool, Textile Production & Trading 350,067 20,866,885
FKI plc (Great Britain) Industrial Manufacturing 1,236,315 2,585,490

73,424,332
Steel—0.9%
SSAB Svenskt Stal AB, Series A (Sweden) Steel Producer 934,520 $6,695,335
Diversified Conglomerates—0.2%
First Pacific Company Ltd. (Hong Kong) Diversified Operations 10,436,000 $1,257,752
Total Common Stocks (Cost: $863,251,267)

700,826,588


Name Description Par Value Market Value

Short Term Investments—4.9%
Commercial Paper—2.7%
General Electric Capital Corporation, 3.25% due 10/1/2001 $20,000,000 $20,000,000
Total Commercial Paper (Cost: $20,000,000) 20,000,000
 
Repurchase Agreements—2.2%
State Street Repurchase Agreement, 3.05% due 10/1/2001, repurchase price $15,935,049, collateralized by U.S. Treasury Bonds $15,931,000 $15,931,000
Total Repurchase Agreements (Cost: $15,931,000) 15,931,000
Total Short Term Investments (Cost: $35,931,000) 35,931,000
Total Investments (Cost $899,182,267) - 99.5% (e) $736,757,588
Foreign Currencies (Proceeds $3,051,361) - 0.4% 3,037,758
Other Assets In Excess Of Other Liabilities - 0.1% (f) 681,578

Total Net Assets - 100% $740,476,924


(a) Non-income producing security.
(b) Represents an American Depository Receipt.
(c) Represents a Global Depository Receipt.
(d) See footnote number five in the Notes to Financial Statements regarding transactions in affiliated issuers.
(e) At September 30, 2001, net unrealized depreciation of $162,438,282, for federal income tax purposes, consisted of gross unrealized appreciation of $69,531,993and gross unrealized depreciation of $231,970,275.
(f) Includes transaction hedges.

See accompanying notes to financial statements.