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 (3/31/07) AS COMPARED TO THE STANDARD & POOR’S 500 INDEX3
Oakmark Fund Chart

Average Annual Total Returns
(as of 3/31/07)
 Total Return
Last 3 Months*
 1-year  5-year  10-year Since
Inception
(8/5/91)

Oakmark Fund (Class I) -0.26% 13.62% 6.02% 8.13% 15.29%
S&P 500 0.64% 11.83% 6.27% 8.20% 10.88%
Dow Jones Average6 -0.33% 13.82% 5.85% 8.61% 11.97%
Lipper Large Cap Value Index7 0.76% 14.17% 7.43% 8.43% 10.83%

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.
Expense Ratio as of 9/30/06 was 1.05%.
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 Fund was flat last quarter compared to a less than 1% gain in the S&P 500. The comparison looks better for the past year, up 14% compared to 12%. For the quarter, strong performance from our health care companies was offset by declines in Harley Davidson, Pulte Homes and Washington Mutual. The common link is the fear that flat housing prices will halt new home construction, will lead to higher mortgage defaults, and will lower purchases of durables. Though that may be correct short-term, we believe that demographics present a favorable long-term outlook for housing.

During the quarter we completed sales of both Comcast and Mattel. Both were sold because share prices appreciated to business value estimates. We also sold Gannett at a price just above what we paid for it in 2000 when newspapers were being acquired for about 13 times pretax cash flow. At that time, Gannett looked quite attractive to us, selling at only 8 times. Unfortunately, valuation spreads can close in two directions. We have recently seen substantial evidence that newspapers are not as valuable as they once were. Just last quarter the Minneapolis Tribune was sold for about half the price McClatchy paid for it in 1988, and the estimated value of the Boston Globe was written down to about half the price New York Times Company paid to acquire it in 1993. Finally, in our home market of Chicago, the Tribune Company’s search for an acquirer barely produced a premium to the stock price. Though Gannett is definitely an example of a "mistake," it is also an example of how purchasing at a discount to private value can help protect us from loss.

Sprint-Nextel (S - $19)

We bought shares of Sprint-Nextel, the country's third largest wireless telephony provider. Delays in integrating Sprint's 2004 acquisition of Nextel have led to disappointing operating profits. Sprint's stock price reflected that, falling from the mid-$20s to a first quarter low of under $17. During that time, other telecommunication stocks increased, resulting in Sprint now being priced at a lower multiple of cash-flow than competitors who get most of their income from the declining wired telephony business. Further, if Sprint's subscribers were valued similarly to recent wireless acquisitions, Sprint stock would nearly double from its low. As with many of our holdings, we believe management will either improve operations or the company will be acquired.

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

THE OAKMARK FUND

Schedule of Investments—March 31, 2007 (Unaudited)

Name Shares Held Market Value

Common Stocks—93.9%    
Apparel Retail—3.6%    
Limited Brands 4,628,047 $120,606,905
The Gap, Inc. 5,066,700 87,197,907
   
    207,804,812
Broadcasting & Cable TV—4.0%    
Liberty Media Holding Corporation - Capital, Class A (a) 999,670 $110,553,505
EchoStar Communications Corporation, Class A (a) 1,025,000 44,515,750
The DIRECTV Group, Inc. (a) 1,850,000 42,679,500
Discovery Holding Company, Class A (a) 1,740,140 33,288,878
   
    231,037,633
     
Catalog Retail—1.5%    
Liberty Media Holding Corporation - Interactive, Class A (a) 3,699,850 $88,130,427
     
Department Stores—2.4%    
Kohl's Corporation (a) 1,850,000 $141,728,500
     
Home Improvement Retail—2.0%    
The Home Depot, Inc. 3,181,500 $116,888,310
     
Homebuilding—1.6%    
Pulte Homes, Inc. 3,500,000 $92,610,000
     
Household Appliances—2.0%    
The Black & Decker Corporation 1,400,000 $114,268,000
     
Housewares & Specialties—1.9%    
Fortune Brands, Inc. 1,400,000 $110,348,000
     
Motorcycle Manufacturers—2.0%    
Harley-Davidson, Inc. 2,000,000 $117,500,000
     
Movies & Entertainment—6.7%    
Time Warner, Inc. 7,447,700 $146,868,644
Viacom, Inc., Class B (a) 3,239,745 133,185,917
The Walt Disney Company 3,300,000 113,619,000
   
    393,673,561
Restaurants—5.8%    
McDonald's Corporation 4,050,000 $182,452,500
Yum! Brands, Inc. 2,724,000 157,338,240
   
    339,790,740
Specialized Consumer Services—1.9%    
H&R Block, Inc. 5,358,600 $112,744,944
     
Brewers—4.2%    
InBev NV (b) 1,850,000 $133,574,981
Anheuser-Busch Companies, Inc. 2,250,000 113,535,000
   
    247,109,981
Distillers & Vintners—1.8%    
Diageo plc (c) 1,271,000 $102,887,450
     
Hypermarkets & Super Centers—2.0%    
Wal-Mart Stores, Inc. 2,500,000 $117,375,000
     
Packaged Foods & Meats—3.6%    
H.J. Heinz Company 2,250,000 $106,020,000
General Mills, Inc. 1,756,000 102,234,320
   
    208,254,320
Soft Drinks—1.1%    
The Coca-Cola Company 1,398,700 $67,137,600
     
Integrated Oil & Gas—1.4%    
ConocoPhillips 1,200,373 $82,045,495
     
Asset Management & Custody Banks—1.5%    
The Bank of New York Company, Inc. 2,150,000 $87,182,500
     
Diversified Banks—2.1%    
U.S. Bancorp 3,450,000 $120,646,500
     
Life & Health Insurance—1.4%    
AFLAC Incorporated 1,767,000 $83,155,020
     
Other Diversified Financial Services—4.3%    
JPMorgan Chase & Co. 2,700,000 $130,626,000
Citigroup, Inc. 2,400,000 123,216,000
   
    253,842,000
Thrifts & Mortgage Finance—3.2%    
Washington Mutual, Inc. 4,037,300 $163,026,174
MGIC Investment Corporation 455,600 26,843,952
   
    189,870,126
Health Care Equipment—4.0%    
Baxter International, Inc. 2,700,000 $142,209,000
Medtronic, Inc. 1,850,000 90,761,000
   
    232,970,000
Pharmaceuticals—6.7%    
Abbott Laboratories 2,487,300 $138,791,340
Schering-Plough Corporation 4,960,200 126,534,702
Bristol-Myers Squibb Company 4,500,000 124,920,000
   
    390,246,042
Aerospace & Defense—3.7%    
Raytheon Company 2,450,000 $128,527,000
Honeywell International, Inc. 1,900,000 87,514,000
   
    216,041,000
Building Products—1.6%    
Masco Corporation 3,433,600 $94,080,640
     
Industrial Conglomerates—1.4%    
Tyco International Ltd. 2,558,000 $80,704,900
     
Computer Hardware—4.9%    
Hewlett-Packard Company 2,925,000 $117,409,500
Dell Inc. (a) 4,000,000 92,840,000
Sun Microsystems, Inc. (a) 12,270,000 73,742,700
   
    283,992,200
Data Processing & Outsourced Services—2.1%    
First Data Corporation 2,575,000 $69,267,500
Western Union Company 2,575,000 56,521,250
   
    125,788,750
Office Electronics—1.5%    
Xerox Corporation (a) 5,272,400 $89,050,836
     
Semiconductors—4.2%    
Texas Instruments Incorporated 4,400,000 $132,440,000
Intel Corporation 5,900,000 112,867,000
   
    245,307,000
Wireless Telecommunication Services—1.8%    
Sprint Nextel Corporation 5,403,000 $102,440,880
     
Total Common Stocks (Cost: $3,739,564,186)   5,486,653,167
     
Name Par Value Market Value

Short Term Investments—6.0%    
U.S. Government Bills—3.4%    
United States Treasury Bills, 5.07%-5.135%, due 4/19/2007 - 4/26/2007 $200,000,000 $199,391,166
Total U.S. Government Bills (Cost: $199,391,166)   199,391,166
     
Repurchase Agreement—2.6%    
IBT Repurchase Agreement, 5.20% dated 3/30/2007 due 4/2/2007, repurchase price $151,308,300, collateralized by Federal National Mortgage Association Bonds, with rates of 4.266% - 7.222%, with maturities from 10/1/2029 - 5/25/2036, and with an aggregate market value plus accrued interest of $158,804,900 $151,242,762 $151,242,762
     
Total Repurchase Agreement (Cost: $151,242,762)   151,242,762
     
Total Short Term Investments (Cost: $350,633,928)   350,633,928
     
Total Investments (Cost $4,090,198,114)—99.9%   $5,837,287,095
Other Assets In Excess Of Other Liabilities—0.1%   4,710,069
   
Total Net Assets—100%   $5,841,997,164
   
(a) Non-income producing security.
(b) Represents a foreign domiciled corporation.
(c) Represents an American Depository Receipt.