THE OAKMARK INTERNATIONAL SMALL CAP FUND

Report from David G. Herro and Chad M. Clark, Portfolio Managers

David G. Herro photo Chad M. Clark photo

THE VALUE OF A $10,000 INVESTMENT IN THE OAKMARK INTERNATIONAL SMALL CAP FUND FROM ITS INCEPTION (11/1/95) TO PRESENT (9/30/06) AS COMPARED TO THE MSCI WORLD EX U.S. INDEX15 (UNAUDITED)
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Average Annual Total Returns
(as of 9/30/06)
(Unaudited) Total Return
Last 3 Months*
1-year 5-year 10-year Since
Inception
(11/1/95)

Oakmark International Small Cap Fund (Class I) 8.42% 28.50% 26.58% 14.64% 14.88%
MSCI World ex U.S. 3.72% 18.65% 14.63% 7.14% 7.63%
MSCI World ex U.S. Small Cap18 0.14% 14.81% 22.68% N/A N/A
Lipper International Small Cap Index19 2.16% 19.69% 22.52% 12.15% N/A

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 most recent month-end performance data, visit oakmark.com.
* Not annualized

The Oakmark International Small Cap gained 8% in the quarter ended September 30, 2006, solidly outperforming our benchmark indices. More importantly, however, for the past twelve months and since inception your Fund is up 29% and 15% per annum respectively, outpacing the MSCI World ex U.S. Index with returns of 19% and 8%.

Following last quarter's volatility, risk aversion in the global equity markets appears to have subsided, despite lingering geo-political anxiety. Outside of Japan, which fell 3.4% locally, most international small cap markets performed well in the quarter.

This quarter, the Fund benefited greatly from both geographic allocation and stock selection. For the second consecutive quarter Japan was one of the worst performing small cap markets. The Fund remains well underweight in the Japanese market, having just 9% of assets invested in the country versus almost 30% for the MSCI World ex U.S. Small Cap Index. Not only was the Fund underweight in Japan, but its Japanese positions, led by Square Enix, advanced in the quarter. As a result, Japan was the largest contributor to relative performance.

Combined stock selection in Norway and the United Kingdom also boosted relative performance in the quarter. The Fund's Norwegian and UK names advanced almost 16% and 8% respectively in the quarter, versus the local markets which posted -5% and 5% returns respectively.

Large Contributors

Sogecable, the leading Spanish pay-TV provider, was the largest contributor to performance, advancing 25% in the quarter. As you may recall from last quarter's discussion, concerns about soccer rights and soccer content costs led to a 1 billion Euro decline in Sogecable's market capitalization. We assumed some content cost inflation in our forecasts, but nothing warranting a 30% decline in the stock price of the country's premium pay-TV provider. As a result, we aggressively added to our position. While the dust hasn't completely settled yet, we do know Sogecable will retain access to soccer matches for the foreseeable future, albeit at a higher price. With this modicum of clarity, the shares rebounded strongly during the quarter.

Tandberg ASA, a Norwegian manufacturer of video-conferencing equipment, rose 35% in the quarter. We highlighted this stock in the March 2006 report. After a series of earnings misses, new management came in and stabilized what had always been a product-strong company. First and second quarter earnings reports exceeded the Street's expectations, although they generally fell in-line with our forecasts. With no significant news during the quarter, the stock's strong showing appears to have coincided with the Street's upward earnings revisions.

Morse, a UK IT services and consulting group, rose 29% in the quarter. Management has successfully transformed this company from an infrastructure reseller to a services business, with two-thirds of profits derived from the latter. After recently disposing of poorly performing reselling activities in France, Germany and Austria, the company initiated central cost-cutting measures. These steps, combined with a potential new revenue stream from mobile ATM software, should enable the company's earnings to advance strongly. As the rebound in share price indicates, the market appears to be waking up to the new Morse.

Detractors

This quarter, no meaningful positions (those weighted 1.5% or more of the portfolio) fell more than 10%. Exposure to the automotive sector was the only consistent factor among the Fund's negative performers. Both Kongsberg Automotive, a Norwegian niche auto parts manufacturer, and Wagon PLC, a UK general auto parts manufacturer, fell in the quarter. These are very unique assets with limited U.S. auto exposure. And, in Wagon's case, it's a roll-up and restructuring of former bankrupt European auto parts players spear-headed by Wilbur Ross.

Portfolio Composition

Portfolio activity was somewhat muted in the quarter. We trimmed positions in some holdings as they approached what we believe to be their fair value. We added to new names, including Kimberly Clark de Mexico and Binggrae. New ideas generated in the quarter include Robert Walters, a UK recruitment consultant; CTS Eventim, a German ticket broker; and Ementor, a Norwegian IT distributor targeting small and medium-sized enterprises.

Geographically, our portfolio weightings remain very similar to last quarter. Europe and the UK represent almost 70% of investments, and the majority of the balance excluding cash is invested in the Pacific Rim.

After a slight retrenchment last quarter, small capitalization international stocks (ex Japan) rebounded nicely in the quarter. Given the markets' advance, the number of attractive investment candidates has diminished. However, we continue to own names that have demonstrated a consistent ability to grow value per share over time. We thank you for your continued support.

David G. Herro, CFA
Portfolio Manager
dherro@oakmark.com

Chad M. Clark, CFA
Portfolio Manager
cclark@oakmark.com

THE OAKMARK INTERNATIONAL SMALL CAP FUND

International Diversification—September 30, 2006 (Unaudited)

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THE OAKMARK INTERNATIONAL SMALL CAP FUND

Schedule of Investments—September 30, 2006

Name Description Shares Held Market Value

Common Stocks—95.3%      
Advertising—0.8%    
Asatsu-DK, Inc. (Japan) Advertising Services Provider 341,500 $ 10,378,709
       
Apparel Retail—7.6%    
JJB Sports plc (Great Britain) (b) Sportswear & Sports Equipment Retailer 13,924,000 $ 48,752,025
Matalan PLC (Great Britain) Clothing Retailer 13,827,935 48,286,219
     
      97,038,244
       
Apparel, Accessories & Luxury Goods—2.3%    
Bulgari S.p.A. (Italy) Jewelry Manufacturer & Retailer 2,312,000 $29,434,585
       
Auto Parts & Equipment—2.9%    
Kongsberg Automotive ASA (Norway) (b) Auto Parts & Equipment Manufacturer 3,350,200 $ 26,949,024
Wagon PLC (Great Britain) Auto Parts & Equipment Manufacturer 2,645,034 10,065,813
     
      37,014,837
       
Broadcasting & Cable TV—6.4%    
Sogecable SA (Spain) (a) Cable Television Services 1,372,500 $48,992,221
Media Prima Berhad (Malaysia) (b) Film Producer & Sports Promoter 45,694,100 23,664,786
M6 Metropole Television (France) Television Entertainment Channel Owner & Operator 297,700 9,135,463
     
      81,792,470
       
Home Improvement Retail—2.8%    
Carpetright plc (Great Britain) Carpet Retailer 1,648,552 $ 35,650,996
       
Movies & Entertainment—0.7%    
CTS Eventim AG (Germany) Entertainment Tickets Producer & Distributor 277,200 $ 9,033,639
       
Photographic Products—2.2%    
Vitec Group plc (Great Britain) (b) Photo Equipment & Supplies 2,780,379 $ 28,267,725
       
Publishing—4.9%    
Daekyo Co., Ltd. (Korea) Educational Information Service Provider 394,918 $31,509,970
Tamedia AG (Switzerland) TV Broadcasting & Publishing 178,941 19,375,914
SCMP Group, Ltd. (Hong Kong) Newspaper Publisher & Distributor 31,402,000 11,124,812
     
      62,010,696
       
Restaurants—0.1%    
Alsea SA (Mexico) Pizza Restaurants 311,800 $1,283,332
       
Textiles—1.7%    
Chargeurs SA (France) (a)(b) Wool, Textile Production & Trading 790,182 $21,703,110
       
Brewers—0.3%    
Kook Soon Dang Brewery Co., Ltd. (Korea) Wine & Spirits Manufacturer 408,828 $3,339,752
       
Distillers & Vintners—0.6%    
Baron de Ley, S.A. (Spain) (a) Beverages, Wines, & Spirits Manufacturer 146,700 $7,654,844
       
Household Products—1.5%    
Kimberly-Clark de Mexico S.A.B. de C.V (Mexico) Hygiene Products Manufacturer, Marketer & Distributor 4,743,800 $19,089,113
       
Packaged Foods & Meats—3.2%    
Lotte Confectionery Co., Ltd. (Korea) Candy & Snacks Manufacturer 17,104 $20,859,198
Binggrae Co., Ltd. (Korea) Dairy Products Manufacturer 376,290 16,920,623
Alaska Milk Corporation (Philippines) (b) Milk Producer 56,360,000 3,593,385
     
      41,373,206
       
Soft Drinks—0.4%    
Britvic Plc (Great Britain) Soft Drink Manufacturer & Supplier 1,231,000 $5,341,520
       
Asset Management & Custody Banks—7.7%    
MLP AG (Germany) Asset Management 2,281,200 $51,084,652
Julius Baer Holding AG-B (Switzerland) Asset Management 469,300 46,875,581
     
      97,960,233
       
Insurance Brokers—2.9%    
Benfield Group Ltd. (Great Britain) Reinsurance Service Provider 5,352,000 $36,626,087
       
Multi-Sector Holdings—1.6%    
Pargesa Holding AG, Class B (Switzerland) Diversified Operations 215,400 $20,825,991
       
Other Diversified Financial Services—0.2%    
Ichiyoshi Securities Co., Ltd. (Japan) Stock Broker 143,000 $1,913,930
       
Real Estate Management & Development—1.1%    
Countrywide PLC (Great Britain) Real Estate Service Provider 1,359,000 $13,326,943
       
Health Care Distributors—1.2%    
Australian Pharmaceutical Industries Limited (Australia) Pharmaceutical Products Distributor 8,856,914 $14,720,359
       
Health Care Supplies—3.0%    
Ansell Limited (Australia) Protective Rubber & Plastics Products 3,623,900 $28,602,453
Medisize Holding AG (Switzerland) (a) Medical & Dental Applications Holding Company 140,000 10,020,393
     
      38,622,846
       
Pharmaceuticals—0.9%    
Santen Pharmaceutical Co., Ltd. (Japan) Pharmaceuticals 474,100 $12,040,635
       
Air Freight & Logistics—1.7%    
Mainfreight Limited (New Zealand) (b) Logistics Services 5,172,577 $22,117,112
       
Commercial Printing—0.2%    
De La Rue plc (Great Britain) Commercial Printing 247,000 $2,645,331
       
Diversified Commercial and Professional Services—3.7%    
Intrum Justitia AB (Sweden) Diversified Financial Services 2,782,643 $27,339,819
Prosegur, Compania de Seguridad SA (Spain) Security & Transportation Services 677,700 20,349,585
     
      47,689,404
       
Human Resource & Employment Services—0.1%    
Robert Walters plc (Great Britain) Recruitment Services 237,478 $1,121,609
       
Industrial Conglomerates—2.1%    
Haw Par Corporation Limited (Singapore) Diversified Operations 5,018,687 $20,065,268
Rheinmetall AG (Germany) Automotive Pump Manufacturer 82,700 6,019,408
     
      26,084,676
       
Industrial Machinery—6.9%    
Interpump Group S.p.A. (Italy) (b) Pump & Piston Manufacturer 3,259,900 $28,977,350
Schindler Holding AG (Switzerland) Escalator & Elevator Manufacturer 467,173 24,676,538
Saurer AG (Switzerland) (a) Textile Equipment Manufacturer 171,000 15,575,913
Pfeiffer Vacuum Technology AG (Germany) Vacuum Pump Manufacturer 162,241 10,584,793
Halma plc (Great Britain) Electronic Instrument Producer 1,233,000 4,409,440
LISI (France) Industrial Fastener Manufacturer 49,600 3,368,042
     
      87,592,076
       
Office Services & Supplies—2.1%    
Domino Printing Sciences plc (Great Britain) Printing Equipment 4,832,700 $27,145,518
       
Communication Equipment—3.1%    
Tandberg ASA (Norway) Develops & Markets Communication Equipments 3,663,000 $39,118,546
       
Computer Storage & Peripherals—1.0%    
Lectra (France) (b) Manufacturing Process Systems 2,186,404 $13,086,056
       
Data Processing & Outsourced Services—1.7%    
Baycorp Advantage Limited (Australia) Credit Reference Services 9,507,300 $21,540,804
       
Electronic Equipment Manufacturers—2.1%    
Mabuchi Motor Co., Ltd. (Japan) Digital Camera Motors Manufacturer 235,900 $14,418,607
Orbotech, Ltd. (Israel) (a) Optical Inspection Systems 536,500 12,715,050
     
      27,133,657
       
Home Entertainment Software—4.0%    
Square Enix Co., Ltd. (Japan) Entertainment Software 2,124,000 $51,515,429
       
IT Consulting & Other Services—2.3%    
Morse plc (Great Britain) (b) Business & Technology Solutions 15,231,000 $28,802,941
Ementor ASA (Norway) (a) Management & IT Consulting Services 79,100 367,225
     
      29,170,166
       
Office Electronics—2.9%    
Neopost SA (France) Mailroom Equipment Supplier 220,700 $26,334,698
Boewe Systec AG (Germany) Automated Paper Management Systems Producer 177,114 9,994,229
     
      36,328,927
       
Industrial Gases—1.0%    
Taiyo Ink Mfg. Co., Ltd. (Japan) Manufacturer of Resist Inks 218,000 $12,106,497
       
Specialty Chemicals—2.0%    
Croda International plc (Great Britain) Chemical Producer 1,625,900 $15,540,916
Gurit Holding AG (Switzerland) (b) Chemical Producer 14,407 10,254,093
     
      25,795,009
       
Alternative Carriers—1.4%    
Asia Satellite Telecommunications Holdings Limited (Hong Kong) Satellite Operator 10,903,800 $18,194,810
Total Common Stocks (Cost: $901,352,751)     1,214,829,429
Name   Par Value Market Value

Short Term Investments—4.7%      
U.S. Government Agencies—1.5%    
Federal Home Loan Bank, 5.14% due 10/18/2006   $20,000,000 $ 19,951,456
Total U.S. Government Agencies (Cost: $19,951,456)     19,951,456
       
Repurchase Agreement—3.2%    
IBT Repurchase Agreement, 5.16% dated 9/29/2006 due 10/2/2006, repurchase price $40,465,615, collateralized by Small Business Administration Bonds, with rates of 7.880% - 9.500%, with maturities from 05/25/2016 - 10/25/2029, and with an aggregate market value plus accrued interest of $42,470,633   $40,448,222 $ 40,448,222
Total Repurchase Agreement (Cost: $40,448,222)     40,448,222
Total Short Term Investments (Cost: $60,399,678)     60,399,678
Total Investments (Cost $961,752,429)—100.0%     $1,275,229,107
Foreign Currencies (Cost $241,906)—0.0%     $241,844
Other Liabilities In Excess Of Other Assets—0.0%     (158,572)
     
Total Net Assets—100%   $1,275,312,379
     

(a) Non-income producing security.
(b) See footnote number five in the Notes to Financial Statements regarding investments in affiliated issuers.

See accompanying Notes to Financial Statements.