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 (9/30/06) AS COMPARED TO THE
STANDARD & POOR'S 500 INDEX2 (UNAUDITED)
bar chart
Average Annual Total Returns
(as of 9/30/06)
(Unaudited) Total Return
Last 3 Months*
1-year 5-year 10-year Since
Inception
(8/5/91)

Oakmark Fund (Class I) 5.56% 10.46% 7.43% 8.51% 15.25%
S&P 500 5.67% 10.79% 6.97% 8.59% 10.74%
Dow Jones Average5 5.35% 13.14% 8.06% 9.21% 11.89%
Lipper Large Cap Value Index6 5.81% 12.59% 8.01% 8.60% 10.66%

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

For the quarter ended September 30, both The Oakmark Fund and the S&P 500 increased by 6%. Though we are never fully satisfied with market-matching returns, an absolute return of 6% in a quarter is always pleasing. And unlike the S&P 500, The Oakmark Fund did again achieve a new all-time-high during the quarter, extending our new-high streak to three consecutive quarters. For the fiscal year, the story was similar. We trailed the S&P 500 by a fraction of a percentage point, but still achieved a double-digit return of just over 10%.

During the quarter nearly one-third of our stocks (17 of 52) achieved gains above 10%, and none suffered declines of that magnitude. Our best performer was Baxter International, up 24%. We added Baxter to our portfolio in the first quarter of 2003. At the time, the stock had lost more than half its value due to short-term concerns about their products and longer-term concerns about their management. Baxter's Earnings Per Share bottomed in 2003 while new management was working toward increasing sales and improving operating margins. Our earnings forecast for next year is 65% higher than that 2003 trough. Now selling at 18x projected earnings, Baxter is no longer the bargain it was in 2003, but it is still priced at a more modest premium than we believe is deserved.

During the quarter we did not add or eliminate any positions. That's the first time that's happened since we assumed management of the Fund over six years ago. The lack of activity is neither good nor bad. Turnover creates transaction costs, and those costs reduce investment returns. In that sense, it is good that we tend to have low turnover. On the other hand, no turnover also means that none of our holdings increased enough in price so that other stocks appeared to offer better return potential. We continue to believe that our current portfolio, with more large cap and higher quality businesses than we typically own, is appropriate for a market that is showing little price differentiation between low and high quality businesses.

Best wishes,

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, 2006

Name Shares Held Market Value

Common Stocks—94.9%    
Apparel Retail—3.9%    
Limited Brands 4,628,047 $122,596,965
The Gap, Inc. 5,066,700 96,013,965
   
    218,610,930
     
Broadcasting & Cable TV—7.3%    
Comcast Corporation, Special Class A (a) 3,225,000 $118,712,250
The DIRECTV Group, Inc. (a) 5,850,000 115,128,000
EchoStar Communications Corporation, Class A (a) 2,525,000 82,668,500
Liberty Media Holding Corporation - Capital, Class A (a) 739,970 61,839,293
Discovery Holding Company, Class A (a) 1,740,140 25,162,425
   
    403,510,468
     
Catalog Retail—1.4%    
Liberty Media Holding Corporation - Interactive, Class A (a) 3,699,850 $75,402,943
     
Department Stores—2.2%    
Kohl's Corporation (a) 1,850,000 $120,102,000
     
Home Improvement Retail—1.9%    
The Home Depot, Inc. 2,881,500 $104,512,005
     
Homebuilding—2.0%    
Pulte Homes, Inc. 3,500,000 $111,510,000
     
Household Appliances—2.0%    
The Black & Decker Corporation 1,400,000 $111,090,000
     
Housewares & Specialties—1.9%    
Fortune Brands, Inc. 1,400,000 $105,154,000
     
Leisure Products—0.7%    
Mattel, Inc. 2,074,300 $40,863,710
     
Motorcycle Manufacturers—2.4%    
Harley-Davidson, Inc. 2,100,000 $131,775,000
     
Movies & Entertainment—6.3%    
Time Warner, Inc. 7,447,700 $135,771,571
Viacom, Inc., Class B (a) 2,939,745 109,299,719
The Walt Disney Company 3,300,000 102,003,000
   
    347,074,290
     
Publishing—0.7%    
Gannett Co., Inc. 684,500 $38,900,135
     

Restaurants—5.6%

 

 

McDonald's Corporation

4,250,000

$166,260,000
Yum! Brands, Inc. 2,724,000 141,784,200
   

 

 

308,044,200
     

Specialized Consumer Services—2.1%

 

 

H&R Block, Inc.

5,358,600

$116,495,964
     

Brewers—3.8%

 

 

Anheuser-Busch Companies, Inc.

2,250,000

$106,897,500

InBev NV (b)

1,850,000 101,858,652
   

 

 

208,756,152
     

Distillers & Vintners—1.6%

 

 

Diageo plc (c)

1,271,000

$90,291,840
     

Hypermarkets & Super Centers—1.9%

 

 

Wal-Mart Stores, Inc.

2,100,000

$103,572,000
     

Packaged Foods & Meats—3.5%

 

 

General Mills, Inc.

1,756,000

$99,389,600

H.J. Heinz Company

2,250,000

94,342,500

   

 

 

193,732,100

     
Soft Drinks—1.1%

 

 

The Coca-Cola Company

1,398,700

$62,493,916

     
Integrated Oil & Gas—1.3%

 

 

ConocoPhillips

1,200,373

$71,458,205

     

Asset Management & Custody Banks—1.4%

 

 
The Bank of New York Company, Inc. 2,150,000 $75,809,000
     

Diversified Banks—2.1%

 

 

U.S. Bancorp

3,450,000

$114,609,000
     

Life & Health Insurance—1.5%

 

 

AFLAC Incorporated

1,767,000

$80,857,919
     
Other Diversified Financial Services—4.4%
JPMorgan Chase & Co.

2,700,000

$126,792,000
Citigroup, Inc. 2,400,000 119,208,000
   
 

 

246,000,000
     

Thrifts & Mortgage Finance—4.4%

Washington Mutual, Inc.

4,037,300

$175,501,431

MGIC Investment Corporation

1,090,600

65,403,282
   

 

 

240,904,713
     

Health Care Equipment—2.4%

Baxter International, Inc.

2,900,000

$131,834,000

     

Pharmaceuticals—6.2%

Abbott Laboratories

2,487,300

$120,783,288

Bristol-Myers Squibb Company

4,500,000

112,140,000

Schering-Plough Corporation

4,960,200

109,570,818

   
 

 

342,494,106

     

Aerospace & Defense—3.5%

Raytheon Company

2,450,000

$117,624,500

Honeywell International, Inc.

1,900,000

77,710,000

   

 

 

195,334,500

     

Building Products—1.7%

Masco Corporation

3,433,600

$94,149,312
     

Industrial Conglomerates—1.3%

Tyco International Ltd. (b)

2,558,000

$71,598,420
     

Computer Hardware—5.3%

Hewlett-Packard Company

2,925,000

$107,318,250

Sun Microsystems, Inc. (a)

19,270,000

95,771,900

Dell, Inc. (a)

4,000,000

91,360,000

   

 

 

294,450,150

     

Data Processing & Outsourced Services—2.0%

First Data Corporation

2,575,000

$108,150,000

     

Office Electronics—1.5%

Xerox Corporation (a)

5,272,400

$82,038,544

     

Semiconductors—3.6%

Intel Corp.

4,900,000

$100,793,000

Texas Instruments Incorporated

3,000,000

99,750,000

   

 

 

200,543,000

Total Common Stocks (Cost: $3,733,386,310)

5,242,122,522

Par Value

Short Term Investments—4.9%
U.S. Government Agencies—1.8%  

 

Federal Home Loan Bank, 5.14% due 10/18/2006

$100,000,000

$99,757,278
Total U.S. Government Agencies (Cost: $99,757,278)

 

99,757,278

     

Repurchase Agreement—3.1%

IBT Repurchase Agreement, 5.16% dated 9/29/2006
due 10/2/2006, repurchase price $172,284,634,
collateralized by Government National Mortgage
Association Bonds with rates of 6.400%, with maturity
dates from 4/20/2034 - 2/20/2035, and with an aggregate
market value plus accrued interest of $96,329,384, and by
Small Business Administration Bonds, with rates of
6.000% - 9.000%, with maturities from
4/25/2027 - 9/25/2030, and with an aggregate market
 value plus accrued interest of $84,491,728
$172,210,583 $172,210,583
Total Repurchase Agreement (Cost: $172,210,583)   172,210,583
Total Short Term Investments (Cost: $271,967,861)   271,967,861
Total Investments (Cost $4,005,354,171)—99.8%   $5,514,090,383
Other Assets In Excess Of Other Liabilities—0.2%   9,568,540
   
Total Net Assets—100%   $5,523,658,923
   

(a) Non-income producing security.
(b) Represents a foreign domiciled corporation.
(c) Represents an American Depository Receipt.

See accompanying Notes to Financial Statements.