THE OAKMARK FUND

Report from Bill Nygren and Kevin Grant, Portfolio Managers

William C. Nygren photo Kevin G. Grant photo

THE VALUE OF A $10,000 INVESTMENT IN THE OAKMARK FUND FROM ITS INCEPTION (8/5/91) TO PRESENT (6/30/05) AS COMPARED TO THE STANDARD & POOR'S 500 INDEX5
Oakmark Fund Chart

Average Annual Total Returns
(as of 6/30/05)

Total Return
Last 3 Months*

1-year

5-year

10-year

Since
Inception
(8/5/91)


Oakmark Fund (Class I)
0.22%
5.60%
10.70%
9.92%
15.92%
S&P 500
1.37%
6.32%
-2.37%
9.93%
10.60%
Dow Jones Average6
-1.63%
0.86%
1.76%
10.63%
11.65%
Lipper Large Cap Value Index7
1.33%
8.75%
1.93%
9.52%
10.42%

The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
The performance data quoted represents past performance. The above performance information for the Fund does not reflect the imposition of a 2% redemption fee on shares held for 90 days or less to deter market timers. If reflected, the fee would reduce the performance quoted. Past performance does not guarantee future results. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. Average annual total return measures annualized change, while total return measures aggregate change. To obtain current month end performance data, call 1-800-OAKMARK or visit www.oakmark.com.
* Not annualized

The Oakmark Fund was flat for the quarter compared to a 1% increase in the S&P 500. Positive performances included H&R Block, Black & Decker, and Aflac, each of which benefited from strong sales and increased earnings. Unfortunately, those positives were offset by declines in Harley Davidson, McDonald's, and Limited Brands, all of which suffered from weaker than expected sales. That's just the kind of market it's been this year – one step forward, one step back.

During the quarter we sold one stock, Amerisource Bergen, and we added two new holdings—both technology stocks. Like many value managers, The Oakmark Fund has had de minimis technology holdings for many years. Unlike many value managers, we don't have a permanent bias against the tech sector. Our concern has simply been valuationlevels. We believe industry leaders serving above-average growth markets are attractive businesses if they are likely to remain leaders many years from now. These businesses become stock purchase candidates, regardless of industry, if we don't have to pay a large P/E4 premium. One such purchase is described below. The other, Texas Instruments, is described on our website (www.oakmark.com).

Hewlett-Packard (HPQ–$24)

Hewlett-Packard is the world's largest manufacturer of computer printers and related supplies as well as the leader in digital printing. Back in 2000, when market leaders commanded extreme multiples, HPQ hit its all-time high price of $78. Like most technology leaders, HPQ subsequently suffered a large decline in its stock price. By the end of August 2001, HPQ had fallen to a price of $23. At that time, Hewlett-Packard was a small factor in PCs and realized it should either exit the business or expand. Unfortunately, management chose the wrong path and merged with Compaq Computer. The stock immediately fell another 19%. Since then, the Imaging and Printing Group at Hewlett-Packard has continued to grow, earning 44% more in 2004 than in 2000, and is still the crown jewel of the company. The PC business is still a mess. At the end of March, HPQ named Mark Hurd as its new CEO. Mark has an enviable track record, having turned around NCR Corp. Currently, HPQ stock sells at about a market multiple, the printing business appears to be worth at least the stock price, and cost cutting opportunities appear to be numerous. We don't pretend to know which path will maximize HPQ's value, but we are confident Mark will put them on it.

Best wishes,

William C. Nygren signature Kevin Grant signature
William C. Nygren, CFA
Portfolio Manager
bnygren@oakmark.com
Kevin G. Grant, CFA
Portfolio Manager
kgrant@oakmark.com

THE OAKMARK FUND

Schedule of Investments—June 30, 2005 (Unaudited)

Name Shares Held Market Value

Common Stocks—94.2%    
Apparel Retail—3.9%    
The Gap, Inc. 7,066,700 $139,567,325
Limited Brands 5,728,047 122,694,767
   
    262,262,092
Broadcasting & Cable TV—8.3%    
LibertyMedia Corporation, Class A (a) 16,199,400 $165,071,886
The DIRECTV Group, Inc. (a) 9,700,000 150,350,000
Comcast Corporation, Special Class A (a) 4,725,000 141,513,750
EchoStar Communications Corporation, Class A 3,675,000 110,801,250
   
    567,736,886
Department Stores—2.3%    
Kohl's Corporation (a) 2,750,500 $153,780,455
Home Improvement Retail—2.2%    
The Home Depot, Inc. 3,781,500 $147,100,350
Homebuilding—1.9%    
Pulte Homes, Inc. 1,500,000 $126,375,000
Household Appliances—2.1%    
The Black & Decker Corporation 1,622,200 $145,754,670
Housewares & Specialties—2.3%    
Fortune Brands, Inc. 1,745,600 $155,009,280
Leisure Products—1.0%    
Mattel, Inc. 3,874,300 $70,899,690
Motorcycle Manufacturers—2.0%    
Harley-Davidson, Inc. 2,762,500 $137,020,000
Movies & Entertainment—6.7%    
Viacom Inc., Class B 4,879,490 $156,241,270
Time Warner Inc. (a) 8,997,700 150,351,567
The Walt Disney Company 5,950,000 149,821,000
   
    456,413,837
Publishing—2.6%    
Gannett Co., Inc. 1,684,500 $119,818,485
Knight-Ridder, Inc. 916,000 56,187,440
   
    176,005,925
Restaurants—4.9%    
Yum! Brands, Inc. 3,374,000 $175,717,920
McDonald's Corporation 5,700,000 158,175,000
   
    333,892,920
Specialized Consumer Services—2.6%    
H& R Block, Inc. 3,029,300 $176,759,655
Brewers—2.0%    
Anheuser-Busch Companies, Inc. 3,050,000 $139,537,500
Distillers & Vintners—1.9%    
Diageo plc (b) 2,221,000 $131,705,300
Hypermarkets & Super Centers—2.1%    
Wal-Mart Stores, Inc. 2,900,000 $139,780,000
Packaged Foods & Meats—4.2%    
General Mills, Inc. 2,506,000 $117,255,740
Kraft Foods Inc., Class A 2,645,000 84,137,450
H.J. Heinz Company 2,310,000 81,820,200
   
    283,213,390
Soft Drinks—1.1%    
Coca-Cola Enterprises, Inc. 3,500,000 $77,035,000
Integrated Oil & Gas—2.2%    
ConocoPhillips 2,570,670 $147,787,818
Oil & Gas Exploration & Production—2.0%    
Burlington Resources Inc. 2,442,200 $134,907,128
Asset Management & Custody Banks—1.1%    
The Bank of New York Company, Inc. 2,700,000 $77,706,000
Diversified Banks—1.9%    
U.S.Bancorp 4,400,000 $128,480,000
Life & Health Insurance—1.8%    
AFLAC Incorporated 2,767,000 $119,755,760
Other Diversified Financial Services—4.0%    
Citigroup Inc. 3,200,000 $147,936,000
JP Morgan Chase & Co. 3,600,000 127,152,000
   
    275,088,000
Thrifts & Mortgage Finance—6.1%    
Washington Mutual, Inc. 4,887,300 $198,864,237
Fannie Mae 1,895,000 110,668,000
MGIC Investment Corporation 1,640,600 106,999,932
   
    416,532,169
Health Care Equipment—2.1%    
Baxter International Inc. 3,900,000 $144,690,000

Name Shares Held/
Par Value
Market Value

Pharmaceuticals—4.1%    
Abbott Laboratories 3,087,300 $151,308,573
Bristol-Myers Squibb Company 5,150,000 128,647,000
   
    279,955,573
Aerospace & Defense—3.4%    
Raytheon Company 3,000,000 $117,360,000
Honeywell International, Inc. 3,050,000 111,721,500
   
    229,081,500
Building Products—2.1%    
Masco Corporation 4,433,600 $140,811,136
Environmental & Facilities Services—1.4%    
Waste Management, Inc. 3,474,300 $98,461,662
Computer Hardware—2.7%    
Hewlett-Packard Company 3,875,000 $91,101,250
Sun Microsystems, Inc. (a) 24,370,000 90,900,100
   
    182,001,350
Data Processing & Outsourced Services—3.2%    
First Data Corporation 3,615,000 $145,106,100
Automatic Data Processing, Inc. 1,800,000 75,546,000
   
    220,652,100
Office Electronics—1.2%    
Xerox Corporation (a) 5,972,400 $82,359,396
Semiconductors—0.8%    
TexasInstruments Incorporated 2,000,000 $56,140,000
Total Common Stocks (Cost: $5,026,547,452)   6,414,691,542
     
Short Term Investments—5.9%    
U.S. Government Bills—2.8%    
United States Treasury Bills, 2.695% -3.025%    
due 7/7/2005 - 9/15/2005 $190,000,000 $189,271,060
Total U.S.Government Bills (Cost: $189,284,689)   189,271,060
Repurchase Agreements—3.1%    
IBT Repurchase Agreement, 2.80% dated 6/30/2005
due 7/1/2005, repurchase price $213,016,567 collateralized by
U.S. Government Agency Securities with an aggregate market
value plus accrued interest of $223,650,000
$213,000,000 $213,000,000
     
Name Par Value Market Value

IBT Repurchase Agreement, 2.01% dated 6/30/2005 due 7/1/2005,
repurchase price $2,547,175 collateralized by a U.S. Government
Agency Security with a market value plus accrued interest of $2,674,385
$2,547,033 $2,547,033
   
Total Repurchase Agreements (Cost: $215,547,033)   215,547,033
Total Short Term Investments (Cost: $404,831,722)   404,818,093
Total Investments (Cost $5,431,379,174)—100.1%   $6,819,509,635
Other Liabilities In Excess Of Other Assets—(0.1)%   (5,604,636)
   
Total Net Assets—100%   $6,813,904,999
   
(a) Non-income producing security.
(b) Represents an American Depository Receipt.