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 (12/31/05) AS COMPARED TO THE STANDARD & POOR'S 500 INDEX5
Oakmark Fund Chart
  Average Annual Total Returns
(as of 12/31/05)
Total Return
Last 3 Months*
1-year 5-year 10-year Since
Inception
(8/5/91)

Oakmark Fund (Class I) 1.16% -1.31% 6.94% 8.39% 15.39%
S&P 500 2.09% 4.91% 0.54% 9.07% 10.70%
Dow Jones Average6 2.06% 1.72% 2.01% 9.76% 11.71%
Lipper Large Cap Value Index7 1.87% 6.26% 2.26% 8.79% 10.48%

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, visit www.oakmark.com.
* Not annualized

For the quarter The Oakmark Fund increased in value by 1% which slightly trailed the S&P 500's 2% increase. For the calendar year, the Fund had a disappointing 1% loss.

Our financial stocks were the quarter's best performers, with JP Morgan and Washington Mutual having higher returns than any other Fund holdings. U.S. Bancorp, Bank of New York and Citigroup also achieved above average gains. Another strong performer, Burlington Resources, announced it was being acquired. Unfortunately, it was being acquired by another of our holdings, ConocoPhillips, which resulted in ConocoPhillips becoming our worst performer. Although investor reaction suggests that Conoco is overpaying, we don't think so. We see Burlington as a good strategic fit, and believe that the merged company will achieve significant cost savings.

During the quarter we eliminated two positions: Automatic Data Processing and Waste Management. Both stocks were multi-year holdings and both were profitable. However, both failed to achieve the growth in business value that we had originally projected. These sales actually demonstrate the margin of safety inherent in our approach. Because we purchased both stocks at such low prices, we were able to exit both positions profitably, despite their disappointing growth. No additions were made to the portfolio during the past quarter.

As we said in our last report, we believe stocks will likely deliver higher long-term returns than other categories of investments. The average stock now sells at about 15 times expected forward earnings. One has to go back to 1995 to find a year that began with a lower P/E3 ratio. Looking back over longer time periods, a price of 15 times earnings appears much more typical than it does high. We believe that starting the year at a valuation level that is historically average or even somewhat lower than average lessens the probability of a market decline and increases the probability of achieving reasonably good returns. Further, we continue to believe that most of our holdings are in better-than-average businesses that have typically commanded significant P/E premiums, but currently are priced very near the average P/E level. We believe our portfolio is well positioned to benefit from a return to more typical quality spreads.

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—December 31, 2005 (Unaudited)

Name Shares Held Market Value

Common Stocks—94.4%    
Apparel Retail—4.0%    
The Gap, Inc. 7,066,700 $124,656,588
Limited Brands 5,528,047 123,551,850
   
    248,208,438
Broadcasting & Cable TV—7.7%    
Liberty Media Corporation, Class A (a) 16,199,400 $127,489,278
The DIRECTV Group, Inc. (a) 8,400,000 118,608,000
Comcast Corporation, Special Class A (a) 4,325,000 111,109,250
EchoStar Communications Corporation, Class A (a) 3,275,000 88,981,750
Discovery Holding Company, Class A (a) 1,569,940 23,784,591
   
    469,972,869
Department Stores—2.0%    
Kohl's Corporation (a) 2,500,000 $121,500,000
     
Home Improvement Retail—2.4%    
The Home Depot, Inc. 3,581,500 $144,979,120
     
Homebuilding—1.9%    
Pulte Homes, Inc. 2,900,000 $114,144,000
     
Household Appliances—2.0%    
The Black & Decker Corporation 1,450,000 $126,092,000
     
Housewares & Specialties—2.0%    
Fortune Brands, Inc. 1,600,000 $124,832,000
     
Leisure Products—1.0%    
Mattel, Inc. 3,874,300 $61,291,426
     
Motorcycle Manufacturers—2.1%    
Harley-Davidson, Inc. 2,500,000 $128,725,000
     
Movies & Entertainment—7.0%    
Viacom, Inc., Class B (a) 4,579,490 $149,291,374
Time Warner, Inc. 8,297,700 144,711,888
The Walt Disney Company 5,650,000 135,430,500
   
    429,433,762
Publishing—2.5%    
Gannett Co., Inc. 1,534,500 $92,944,665
Knight-Ridder, Inc. 916,000 57,982,800
   
    150,927,465
Restaurants—5.3%    
McDonald's Corporation 5,200,000 $175,344,000
Yum! Brands, Inc. 3,274,000 153,485,120
   
    328,829,120
Specialized Consumer Services—2.4%    
H&R Block, Inc. 5,958,600 $146,283,630
     
Brewers—3.5%    
Anheuser-Busch Companies, Inc. 3,000,000 $128,880,000
InBev NV (b) 2,000,000 87,067,683
   
    215,947,683
Distillers & Vintners—1.9%    
Diageo plc (c) 2,021,000 $117,824,300
     
Hypermarkets & Super Centers—2.2%    
Wal-Mart Stores, Inc. 2,850,000 $133,380,000
     
Packaged Foods & Meats—3.2%    
General Mills, Inc. 2,406,000 $118,663,920
H.J. Heinz Company 2,310,000 77,893,200
   
    196,557,120
Soft Drinks—1.1%    
Coca-Cola Enterprises, Inc. 3,500,000 $67,095,000
     
Integrated Oil & Gas—1.6%    
ConocoPhillips 1,670,670 $97,199,581
     
Oil & Gas Exploration & Production—1.6%    
Burlington Resources, Inc. 1,142,200 $98,457,640
     
Asset Management & Custody Banks—1.3%    
The Bank of New York Company, Inc. 2,500,000 $79,625,000
     
Diversified Banks—2.0%    
U.S. Bancorp 4,100,000 $122,549,000
     
Life & Health Insurance—1.9%    
AFLAC Incorporated 2,467,000 $114,518,140
     
Other Diversified Financial Services—4.4%    
Citigroup, Inc. 2,850,000 $138,310,500
JP Morgan Chase & Co. 3,400,000 134,946,000
   
    273,256,500
Thrifts & Mortgage Finance—5.1%    
Washington Mutual, Inc. 4,737,300 $206,072,550
MGIC Investment Corporation 1,590,600 104,693,292
   
    310,765,842
Health Care Equipment—2.0%    
Baxter International, Inc. 3,200,000 $120,480,000
     
Name Shares Held/
Par Value
Market Value

Pharmaceuticals—3.6%    
Bristol-Myers Squibb Company 4,850,000 $111,453,000
Abbott Laboratories 2,787,300 109,903,239
   
    221,356,239
Aerospace & Defense—3.5%    
Raytheon Company 3,000,000 $120,450,000
Honeywell International, Inc. 2,550,000 94,987,500
   
    215,437,500
Building Products—2.1%    
Masco Corporation 4,333,600 $130,831,384
     
Industrial Conglomerates—1.2%    
Tyco International Ltd. 2,558,000 $73,823,880
     
Computer Hardware—3.4%    
Hewlett-Packard Company 3,875,000 $110,941,250
Sun Microsystems, Inc. (a) 23,370,000 97,920,300
   
    208,861,550
Data Processing & Outsourced Services—2.3%    
First Data Corporation 3,250,000 $139,782,500
     
Office Electronics—1.4%    
Xerox Corporation (a) 5,972,400 $87,495,660
     
Semiconductors—2.8%    
Texas Instruments Incorporated 3,000,000 $96,210,000
Intel Corp. 3,000,000 74,880,000
   
    171,090,000
Total Common Stocks (Cost: $4,513,698,410)   5,791,553,349
     
Short Term Investments—5.6%    
U.S. Government Agencies—1.6%    
Federal Home Loan Bank, 4.02% due 1/4/2006 $50,000,000 $49,977,667
Federal Home Loan Mortgage Corporation, 4.17% due 1/10/2006 50,000,000 49,942,083
   
Total U.S. Government Agencies (Cost: $99,919,750)   99,919,750
     
Name Par Value Market Value

Repurchase Agreements—4.0%    
IBT Repurchase Agreement, 3.55% dated 12/30/2005 due 1/3/2006, repurchase price of $240,594,864, collateralized by Government National Mortgage Association bonds, with a rate of 4.00%, with maturities from 10/20/2032 - 2/20/2033, and with a market value plus accrued interest of $37,653,395, Small Business Administration Bonds, with rates of 6.125% - 7.60%, with maturities from 1/25/2017 - 11/25/2030, and with an aggregate market value plus accrued interest of $214,871,605 $240,500,000 $240,500,000
IBT Repurchase Agreement, 3.02% dated 12/30/2005 due 1/3/2006, repurchase price $1,712,359, collateralized by a Small Business Administration Bond, with a rate of 7.375%, with a maturity date of 1/25/2016, and with a market value plus accrued interest of $1,797,373 1,711,784 1,711,784
   
Total Repurchase Agreements (Cost: $242,211,784)   242,211,784
Total Short Term Investments (Cost: $342,131,534)   342,131,534
Total Investments (Cost $4,855,829,944)—100.0%   $6,133,684,883
Other Assets In Excess Of Other Liabilities—0.0%   1,267,505
   
Total Net Assets—100%   $6,134,952,388
   
(a) Non-income producing security.
(b) Represents a foreign domiciled corporation.
(c) Represents an American Depository Receipt.