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 (12/31/01) COMPARED TO THE MSCI WORLD EX U.S. INDEX19

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Average Annual Total Returns1
(as of 12/31/01)
Total Return
Last 3 Months*
1-year 5-year Since
Inception
(9/30/92)

Oakmark International Fund 17.24% -5.13% 7.42% 11.69%
MSCI World ex U.S. 7.16% -21.40% 1.13% 6.04%
MSCI EAFE23 6.97% -21.44% 0.89% 5.86%
Lipper International Fund Index20 8.44% -19.33% 2.76% 7.59%

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.

Portfolio Update

Two Korean stocks provided outsized positive contribution to the performance of The Oakmark International Fund in 2001, adding over 5% to the Fund's NAV.24 Shares of Lotte Chilsung Beverage nearly tripled in price over the year, as investors woke up (all at once!) to the tremendous value management has created since the crisis of late 1998. Profitability and returns have increased dramatically due to market dominance of the company's non-alcoholic beverage brands. Even after their tremendous run, we believe the shares are still not expensive at around five times our estimate of 2002 operating profit.

Our other Korean star was Kumkang Korea Chemical, up 150% for the year. We have liked this company for years as an investment because of its ability to generate tremendous free cash flow, well in excess of their very conservative accounting earnings numbers. The market had been disinterested in the company earlier as the merger integration process (the company is the result of a merger between Kumkang and Korea Chemical) produced some confusing accounting results. Throughout, we focused not on the stock price but on the growth in business value that was occurring, and in 2001 other investors started to do the same.

We had a few poor performers as well, with Enodis, Fila, and Daiwa Securities generating the most significant negative contributions. Investors sold Enodis this year as worries that a global slowdown would hurt their market-leading food service equipment business. Daiwa Securities fell out of favor as investors tired of waiting for an event that always seems to be on the horizon but never quite happens - the return of investors to Japanese investment markets. We continue to believe that both are very attractive at current prices.

Fila, unfortunately, makes a return appearance from last year to the poor performers list. We examined in detail our Fila investment in our Third Quarter, 2001 report. The latest news is that controlling shareholder HdP has decided to put the company up for sale and is currently reviewing offers.

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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

January 8, 2002

THE OAKMARK INTERNATIONAL FUND

International Diversification—December 31, 2001

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THE OAKMARK INTERNATIONAL FUND

Schedule of Investments—December 31, 2001

Name Description Shares Held Market Value

Common Stocks—95.4%
Food & Beverage—9.1%
Lotte Chilsung Beverage
Co., Ltd. (Korea)
Soft Drinks, Juices, & Sport Drinks
Manufacturer
93,000 $35,465,800
Diageo plc (Great Britain) Beverages, Wines, & Spirits
Manufacturer
2,410,000 27,451,142
Fomento Economico
Mexicano, S.A. de C.V.
(Mexico), (b)
Soft Drink & Beer Manufacturer 549,400 18,981,770
Pernod-Ricard SA (France) Manufactures Wines, Spirits,
& Fruit Juices
80,500 6,234,166

88,132,878
Apparel—1.9%
Fila Holding S.p.A.
(Italy), (a)(b)
Athletic Footwear & Apparel 5,976,960 $18,468,806
Retail—4.8%
Somerfield plc
(Great Britain)
Food Retailer 22,714,000 $27,820,690
Giordano International
Limited (Hong Kong)
Pacific Rim Clothing Retailer
& Manufacturer
42,467,000 18,788,901

46,609,591
Home Furnishings—3.7%
Hunter Douglas N.V.
(Netherlands)
Window Coverings Manufacturer 1,341,484 $35,978,901
Other Consumer Goods & Services—0.2%
Shimano Inc. (Japan) Bicycle Components Manufacturer 182,800 $2,079,017
Bank & Thrifts—12.2%
Banca Popolare di Verona
(Italy)
Commercial Banking 3,485,000 $34,123,905
Uniao de Bancos
Brasileiros S.A.
(Brazil), (c)
Commercial Banking 939,300 20,946,390
BNP Paribas SA (France) Commercial Banking 177,000 15,834,436
Banco Latinoamericano
de Exportaciones, S.A.,
Class E (Panama), (b)
Latin American Trade Bank 515,400 14,456,970
Kookmin Bank (Korea) Commercial Banking 269,968 10,274,671
United Overseas Bank
Limited, Foreign
Shares (Singapore)
Commercial Banking 1,426,968 9,814,510
Svenska Handelsbanken
AB (Sweden)
Commercial Banking 508,000 7,484,167
Bank of Ireland (Ireland) Commercial Banking 461,035 4,276,268

117,211,317
Other Financial—3.3%
Daiwa Securities Group
Inc. (Japan)
Stock Broker 4,638,000 $24,391,894
Euronext (Netherlands) Stock Exchange 414,713 7,844,583

32,236,477
Hotels & Motels—1.4%
Mandarin Oriental
International Limited
(Singapore)
Hotel Management 32,381,400 $13,276,374
Human Resources—3.1%
Michael Page International
plc (Great Britain)
Recruitment Consultancy
Services
13,024,000 $29,537,474
Marketing Services—4.6%
Cordiant Communications
Group plc
(Great Britain)
Advertising & Media Services 16,720,070 $23,092,240
Aegis Group plc
(Great Britain)
Media Services 15,448,000 20,773,915

43,866,155
Computer Services—2.2%
Meitec Corporation
(Japan)
Software Engineering Services 860,500 $21,018,244
Telecommunications—2.2%
SK Telecom Co., Ltd.
(Korea)
Mobile Telecommunications 39,620 $8,114,757
Panafon Hellenic Telecom
S.A. (Greece)
Mobile Telecommunications 1,263,000 6,520,706
Telemig Celular
Participacoes S.A.
(Brazil)
Mobile Telecommunications 2,282,395,600 6,519,719

21,155,182
Broadcasting & Cable TV—3.5%
Grupo Televisa S.A.
(Mexico), (a)(b)
Television Production
& Broadcasting
504,000 $21,762,720
Tokyo Broadcasting
System, Inc. (Japan)
Television & Radio Broadcasting 815,000 12,379,590

34,142,310
Publishing—7.8%
Independent News &
Media PLC (Ireland)
Newspaper Publisher 14,160,273 $26,470,015
Wolters Kluwer NV
(Netherlands)
Reference Material Publisher 1,145,500 26,103,474
John Fairfax Holdings
Limited (Australia)
Newspaper Publisher 11,561,500 22,741,932

75,315,421
Pharmaceuticals—1.6%
GlaxoSmithKline plc
(Great Britain)
Pharmaceuticals 550,500 $13,733,429
Aventis S.A. (France) Pharmaceuticals 22,300 1,583,065

15,316,494
Medical Products—2.3%
Gambro AB, Class A
(Sweden)
Manufacturer of Dialysis Products 3,478,000 $21,793,648
Automotive—4.6%
Autoliv, Inc (Sweden) Automotive Safety Systems
Manufacturer
1,163,000 $23,364,584
Compagnie Generale des
Establissements
Michelin (France)
Tire Manufacturer 632,000 20,843,400

44,207,984
Aerospace—2.2%
Rolls-Royce plc
(Great Britain)
Aviation & Marine Power 9,036,702 $21,479,891
Airport Maintenance—0.4%
Grupo Aeroportuario del
Sureste S.A. de C.V.
(Mexico), (a)(b)
Airport Operator 242,000 $3,726,800
Instruments—2.6%
Orbotech, Ltd. (Israel), (a) Optical Inspection Systems 813,000 $25,324,950
Machinery & Industrial Processing—3.8%
Metso Corporation
(Finland)
Paper & Pulp Machinery 3,458,100 $36,323,093
Building Materials & Construction—3.1%
Kumkang Korea Chemical
Co., Ltd. (Korea)
Building Materials 357,630 $29,791,112
Chemicals—5.3%
Givaudan (Switzerland), (a) Fragrance & Flavor Compound
Manufacturer
73,200 $22,318,149
Akzo Nobel N.V.
(Netherlands)
Chemical Producer 402,500 17,968,014
Henkel KGaA
(Germany)
Chemical Products Manufacturer 204,700 10,440,847

50,727,010
Oil & Natural Gas—0.9%
Repsol YPF, S.A. (Spain) Oil Producer 442,000 $6,444,651
Enterprise Oil plc
(Great Britain)
Oil Producer 366,000 2,471,560

8,916,211
Other Industrial Goods & Services—8.5%
Enodis plc
(Great Britain)
Food Processing Equipment 21,483,200 $29,826,803
Kone Corporation,
Class B (Finland)
Elevators 350,980 25,931,266
Chargeurs SA (France) Wool, Textile Production & Trading 350,067 23,355,333
FKI plc (Great Britain) Industrial Manufacturing 1,020,000 2,717,369

81,830,771
Diversified Conglomerates—0.1%
First Pacific Company Ltd.
(Hong Kong)
Diversified Operations 9,891,999 $1,217,828
Total Common Stocks (Cost: $928,384,323) 919,683,939
Par Value

Short Term Investments—4.7%
Commercial Paper—2.6%
Citicorp, 1.92% due 1/2/2002 5,000,000 $5,000,000
General Electric Capital Corporation, 1.75% due 1/2/2002 20,000,000 20,000,000
Total Commercial Paper (Cost: $25,000,000) 25,000,000
Repurchase Agreements—2.1%
State Street Repurchase Agreement, 1.57% due 1/2/2002 20,992,000 $20,992,000
Total Repurchase Agreements (Cost: $20,992,000) 20,992,000
Total Short Term Investments (Cost: $45,992,000) 45,992,000
Total Investments (Cost $974,376,323)—100.2% $965,675,939
Foreign Currencies (Proceeds $291,423)—0.0% $296,529
Other Liabilities In Excess Of Other Assets—(0.2)% (d) (1,703,867)

Total Net Assets—100% $964,268,601


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