THE OAKMARK FUND

Report from Bill Nygren and Kevin Grant, Portfolio Managers

William C. Nygren photo Kevin Grant photo

THE VALUE OF A $10,000 INVESTMENT IN THE OAKMARK FUND FROM ITS INCEPTION (8/5/91) TO PRESENT (9/30/05) AS COMPARED TO THE STANDARD & POOR'S 500 INDEX3
Oakmark Fund Chart

Average Annual Total Returns
(as of 09/30/05)
 Total Return
Last 3 Months*
 1-year  5-year  10-year Since
Inception
(8/5/91)

Oakmark Fund (Class I) -0.46% 5.79% 9.30% 8.99% 15.58%
S&P 500 3.60% 12.25% -1.49% 9.48% 10.67%
Dow Jones Average5 3.46% 7.49% 1.98% 10.39% 11.70%
Lipper Large Cap Value Index6 3.80% 13.50% 1.96% 9.14% 10.52%

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 had a disappointing quarter, basically unchanged while the S&P 500 gained 4%. Our underweighting in the very strong energy sector continues to penalize our results. We didn't suffer from big fundamental disappointments. In fact, five of our stocks were up by more than 20% (Burlington Resources, McDonalds, ConocoPhillips, Hewlett Packard and Texas Instruments), and none were down by that much. Most of our holdings, however, suffered very small price declines. As mentioned earlier, our portfolio continues to be under-represented in commodities, including energy, and it is heavily populated with high-quality businesses, especially for a value fund. We have positioned the portfolio so that we will do best when, as we expect, energy prices eventually decline and quality spreads return to normal.

During the quarter we sold our shares of ACCO Brands (spun-off from Fortune Brands) and eliminated Kraft Foods and Fannie Mae. Fortunately, Fannie was sold early enough in the quarter to avoid the late September decline, but it was still a significant loser for our fiscal year. We continue to believe mortgage guaranty is a very good business for Fannie, but we are no longer comfortable projecting that their biggest profit contributor, their mortgage portfolio, will retain its advantaged regulatory position. New names in the quarter included Discovery Holding, which spun-off from another holding, Liberty Media. Though Discovery is a smaller business than The Oakmark Fund generally buys, we judged that the current price made it too cheap to sell. New purchases included Tyco, InBev, and Intel. Our comments on Tyco and InBev are available on our website, www.oakmark.com.

Intel Corp (INTC—$24)

Intel is the world's largest semiconductor chipmaker and one of the only chipmakers that has established consumer brand identity with its campaign, "Intel Inside." In the peak of the technology-driven market, Intel sold at $76, which was 65 times trailing earnings. We admired Intel, but couldn't justify owning the stock at that valuation. Now at one-third of the price, Intel sells at less than 16 times expected forward earnings. Intel's products are purchased primarily by the computing, communications and digital content industries—industries we believe will experience above-average growth. Like many of our recent purchases, we believe Intel is a superior business, deserving a superior P/E4, but is now priced as if it were merely average.

Best wishes,

William C. Nygren signature Kevin G. 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—September 30, 2005

Name Shares Held Market Value

Common Stocks—93.4%    
Apparel Retail—3.8%    
The Gap, Inc. 7,066,700 $123,172,581
Limited Brands 5,728,047 117,024,000
   
    240,196,581
Broadcasting & Cable TV—7.9%    
Liberty Media Corporation, Class A (a) 16,199,400 $130,405,170
The DIRECTV Group, Inc. (a) 8,600,000 128,828,000
Comcast Corporation, Special Class A (a) 4,325,000 124,473,500
EchoStar Communications Corporation, Class A 3,275,000 96,841,750
Discovery Holding Company, Class A (a) 1,569,940 22,669,933
   
    503,218,353
Department Stores—2.0%    
Kohl's Corporation (a) 2,500,000 $125,450,000
     
Home Improvement Retail—2.1%    
The Home Depot, Inc. 3,581,500 $136,598,410
     
Homebuilding—2.0%    
Pulte Homes, Inc. 2,900,000 $124,468,000
     
Household Appliances—1.9%    
The Black & Decker Corporation 1,500,000 $123,135,000
     
Housewares & Specialties—2.0%    
Fortune Brands, Inc. 1,600,000 $130,128,000
     
Leisure Products—1.0%    
Mattel, Inc. 3,874,300 $64,623,324
     
Motorcycle Manufacturers—2.0%    
Harley-Davidson, Inc. 2,600,000 $125,944,000
     
Movies & Entertainment—6.9%    
Viacom, Inc., Class B 4,579,490 $151,168,965
Time Warner, Inc. 8,297,700 150,271,347
The Walt Disney Company 5,750,000 138,747,500
   
    440,187,812
Publishing—2.5%    
Gannett Co., Inc. 1,534,500 $105,619,635
Knight-Ridder, Inc. 916,000 53,750,880
   
    159,370,515
Restaurants—5.2%    
McDonald's Corporation 5,200,000 $174,148,000
Yum! Brands, Inc. 3,274,000 158,494,340
   
    332,642,340
Specialized Consumer Services—2.2%    
H&R Block, Inc. 5,958,600 $142,887,228
     
Brewers—3.3%    
Anheuser-Busch Companies, Inc. 3,100,000 $133,424,000
InBev NV (b) 2,000,000 79,122,222
   
    212,546,222
Distillers & Vintners—1.9%    
Diageo plc (c) 2,121,000 $123,039,210
     
Hypermarkets & Super Centers—2.0%    
Wal-Mart Stores, Inc. 2,900,000 $127,078,000
     
Packaged Foods & Meats—3.1%    
General Mills, Inc. 2,406,000 $115,969,200
H.J. Heinz Company 2,310,000 84,407,400
   
    200,376,600
Soft Drinks—1.1%    
Coca-Cola Enterprises, Inc. 3,500,000 $68,250,000
     
Integrated Oil & Gas—1.8%  
ConocoPhillips 1,670,670 $116,796,540
     
Oil & Gas Exploration & Production—1.5%    
Burlington Resources, Inc. 1,156,200 $94,022,184
     
Asset Management & Custody Banks—1.2%    
The Bank of New York Company, Inc. 2,500,000 $73,525,000
     
Diversified Banks—1.9%    
U.S. Bancorp 4,200,000 $117,936,000
     
Life & Health Insurance—1.8%    
AFLAC Incorporated 2,567,000 $116,285,100
     
Other Diversified Financial Services—4.0%    
Citigroup, Inc. 2,900,000 $132,008,000
JP Morgan Chase & Co. 3,600,000 122,148,000
   
    254,156,000
Thrifts & Mortgage Finance—4.5%    
Washington Mutual, Inc. 4,737,300 $185,796,906
MGIC Investment Corporation 1,590,600 102,116,520
   
    287,913,426
Health Care Equipment—2.0%    
Baxter International, Inc. 3,200,000 $127,584,000
     
Name Shares Held/
Par Value
Market Value

Pharmaceuticals—3.7%    
Abbott Laboratories 2,787,300 $118,181,520
Bristol-Myers Squibb Company 4,850,000 116,691,000
   
    234,872,520
Aerospace & Defense—3.4%    
Raytheon Company 3,000,000 $114,060,000
Honeywell International, Inc. 2,650,000 99,375,000
   
    213,435,000
Building Products—2.1%    
Masco Corporation 4,433,600 $136,022,848
     
Environmental & Facilities Services—1.5%    
Waste Management, Inc. 3,374,300 $96,538,723
     
Industrial Conglomerates—1.1%    
Tyco International Ltd. 2,558,000 $71,240,300
     
Computer Hardware—3.2%    
Hewlett-Packard Company 3,875,000 $113,150,000
Sun Microsystems, Inc. (a) 23,870,000 93,570,400
   
    206,720,400
Data Processing & Outsourced Services—3.3%  
First Data Corporation 3,350,000 $134,000,000
Automatic Data Processing, Inc. 1,800,000 77,472,000
   
    211,472,000
Office Electronics—1.3%    
Xerox Corporation (a) 5,972,400 $81,523,260
     
Semiconductors—2.2%    
Intel Corp. 3,000,000 $73,950,000
Texas Instruments Incorporated 2,000,000 67,800,000
   
    141,750,000
     
Total Common Stocks (Cost: $4,691,869,175)   5,961,932,896
     
Short Term Investments—4.5%    
U.S. Government Agencies—1.6%    
Federal Home Loan Bank, 3.50% - 3.529% due 10/27/2005 - 11/10/2005 $100,000,000 $99,678,113
     
Total U.S. Government Agencies (Cost: $99,678,113)   99,678,113
   
Name Par Value Market Value

U.S. Government Bills—1.6%    
United States Treasury Bills, 3.125% - 3.22% due 10/6/2005 - 10/20/2005 $100,000,000 $99,892,078
     
Total U.S. Government Bills (Cost: $99,893,327)   99,892,078
     
Repurchase Agreements—1.3%    
IBT Repurchase Agreement, 3.51% dated 9/30/2005 due 10/3/2005, repurchase price $83,524,424, collateralized by Small Business Administration Bonds, with rates of 5.625% - 6.30%, with maturities from 11/25/2015 -8/25/2030, and with an aggregate market value plus accrued interest of $87,675,000 $83,500,000 $83,500,000
     
IBT Repurchase Agreement, 2.75% dated 9/30/2005 due 10/3/2005, repurchase price $2,763,755, collateralized by a Small Business Administration Bond, with a rate of 6.875%, with a maturity date of 5/25/2023, and with a market value plus accrued interest of $2,901,278 2,763,122 2,763,122
   
Total Repurchase Agreements (Cost: $86,263,122)   86,263,122
     
Total Short Term Investments (Cost: $285,834,562)   285,833,313
Total Investments (Cost $4,977,703,737)—97.9%   $6,247,766,209
Other Assets In Excess Of Other Liabilities—2.1%   136,312,315
   
Total Net Assets—100%   $6,384,078,524
   
   
(a) Non-income producing security.
(b) Represents a foreign domiciled corporation.
(c) Represents an American Depository Receipt.

See accompanying notes to financial statements.