<PAGE>
As filed with the Securities Exchange Commission on February 20, 1996
Securities Act registration no. 33-38953
Investment Company Act file no. 811-06279
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
________________________________________________________________________________
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Post-Effective Amendment No. 12 [X]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 14 [X]
________________________________________________________________________________
HARRIS ASSOCIATES INVESTMENT TRUST
(Registrant)
Two North La Salle Street, Suite 500
Chicago, Illinois 60602-3790
Telephone number 312/621-0600
________________________________________________________________________________
Victor A. Morgenstern Cameron S. Avery
Harris Associates L.P. Bell, Boyd & Lloyd
Two North La Salle Street, Suite 500 70 West Madison Street, #3300
Chicago, Illinois 60602 Chicago, Illinois 60602
(Agents for service)
________________________________________________________________________________
Amending Part C
________________________________________________________________________________
It is proposed that this filing will become effective:
X immediately upon filing pursuant to rule 485(b)
___
___ on ___________________________ pursuant to rule 485(b)
___ 60 days after filing pursuant to rule 485(a)(1)
___ on ___________________________ pursuant to rule 485(a)(1)
___ 75 days after filing pursuant to rule 485(a)(2)
___ on ___________________________ pursuant to rule 485(a)(2)
The effective date of post-effective amendment no. 11 to this registration
statement under the Securities Act of 1933 is hereby designated as March 1,
1996.
________________________________________________________________________________
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PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
---------------------------------
(a) Financial statements:
--------------------
(1) Financial Statements included in Parts A and B of this
amendment:
None.
(2) Financial Statements included in Part C of this amendment:
None.
(b) Exhibits:
--------
Note: As used herein, "Registration Statement" refers to this registration
statement under the Securities Act of 1933, no. 33-38953. "Pre-
effective Amendment" refers to a pre-effective amendment to the
Registration Statement, and "Post-effective Amendment" refers to a
post-effective amendment to the Registration Statement.
1 Agreement and declaration of trust (exhibit 1 to the Registration
Statement*)
2 Bylaws as amended through September 21, 1993 (exhibit 2 to Post-
effective Amendment no. 5*)
3 None
4 The registrant no longer issues share certificates. The form of
share certificate formerly used for the series designated The
Oakmark Fund was filed as Exhibit 4 to Pre-effective Amendment no.
2.*
5.1(a) Investment advisory agreement for The Oakmark Fund dated September
30, 1995 (exhibit 5.1 to Post-effective Amendment no. 10*)
5.1(b) Form of investment advisory agreement for The Oakmark Fund dated
___________, 1996 (exhibit 5.1(b) to Post-effective Amendment no.
11*)
5.2(a) Investment advisory agreement for The Oakmark International Fund
dated September 30, 1995 (exhibit 5.2 to Post-effective Amendment
no. 10*)
5.2(b) Form of investment advisory agreement for The Oakmark International
Fund dated ___________, 1996 (exhibit 5.2(b) to Post-effective
Amendment no. 11*)
5.3(a) Investment advisory agreement for The Oakmark Small Cap Fund dated
September 30, 1995 (exhibit 5.3 to Post-effective Amendment no. 10*)
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5.3(b) Form of investment advisory agreement for The Oakmark Small Cap Fund
dated ___________, 1996 (exhibit 5.3(b) to Post-effective Amendment
no. 11*)
5.4(a) Investment advisory agreement for The Oakmark Balanced Fund dated
September 30, 1995 (exhibit 5.4 to Post-effective Amendment no. 10*)
5.4(b) Form of investment advisory agreement for The Oakmark Balanced Fund
dated ___________, 1996 (exhibit 5.4(b) to Post-effective Amendment
no. 11*)
5.5(a) Investment advisory agreement for The Oakmark International Emerging
Value Fund dated September 30, 1995 (exhibit 5.5 to Post-effective
Amendment no. 10*)
5.5(b) Form of investment advisory agreement for The Oakmark International
Emerging Value Fund dated ___________, 1996 (exhibit 5.5(b) to Post-
effective Amendment no. 11*)
6 None
7 None
8.1 Custody agreement with State Street Bank and Trust Company dated
July 10, 1991 (exhibit 8 to Pre-effective Amendment no. 2*)
8.2 Special custody account agreement (short sales) dated September 24,
1991 (exhibit 8.1 to Pre-effective Amendment no. 1*)
8.3 Form of letter agreement applying custody agreement (exhibit 8.1) to
The Oakmark International Fund (exhibit 8.2 to Post-effective
Amendment no. 2*)
8.4 Form of letter agreement applying custody agreement (exhibit 8.1)
and transfer agency agreement to The Oakmark Small Cap Fund, The
Oakmark Balanced Fund and The Oakmark International Emerging Value
Fund (exhibit 8.4 to Post-effective Amendment no. 10*)
9 None
10.1 Opinion of Ropes & Gray dated July 11, 1991 - The Oakmark Fund
(exhibit 10 to Pre-effective Amendment no. 2*)
10.2 Opinion of Bell, Boyd & Lloyd dated July 23, 1992 - The Oakmark
International Fund (exhibit 10.1 to Post-effective Amendment no. 2*)
10.3 Opinion of Ropes & Gray dated September 20, 1995 - The Oakmark
International Fund, The Oakmark Small Cap Fund, The Oakmark Balanced
Fund and The Oakmark International Emerging Value Fund (exhibit 10.3
to Post-effective Amendment no. 10*)
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10.4 Opinion of Bell, Boyd & Lloyd dated September 20, 1995 - The Oakmark
Small Cap Fund, The Oakmark Balanced Fund and The Oakmark
International Emerging Value Fund (exhibit 10.4 to Post-effective
Amendment no. 10*)
11 None
12 None
13.1 Organizational expense agreement for The Oakmark Fund dated July 31,
1991 (exhibit 13.2 to Post-effective Amendment no. 5*)
13.2 Organizational expense agreement for The Oakmark International Fund
dated September 15, 1992 (exhibit 13.3 to Post-effective Amendment
no. 5*)
13.3 Organizational expense agreement for The Oakmark Small Cap Fund, The
Oakmark Balanced Fund and The Oakmark International Emerging Value
Fund dated July 6, 1995 (exhibit 13.3 to Post-effective Amendment
no. 10*)
13.4 Form of subscription agreement (exhibit 13.1 to Registration
Statement*)
14.1 The Oakmark Funds IRA Plan booklet, revised September 30, 1995
(exhibit 14.1 to Post-effective Amendment no. 10*)
14.2 Form of IRA application and adoption agreement, revised September
30, 1995 (exhibit 14.2 to Post-effective Amendment no. 10*)
15 None
16 Schedule for computation of performance quotations (exhibit 16 to
Post-effective Amendment no. 4*)
17 None
18.1 Form of new account purchase application, revised September 30, 1995
(exhibit 18.1 to Post-effective Amendment no. 10*)
18.2 Shareholder services form, revised September 30, 1995 (exhibit 18.2
to Post-effective Amendment no. 10*)
____________________
* Incorporated by reference
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ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
-------------------------------------------------------------
The registrant does not consider that there are any persons directly
or indirectly controlling, controlled by, or under common control with, the
registrant within the meaning of this item. The information in the
prospectus under the caption "Management of the Fund" and in the Statement
of Additional Information under the caption "Investment Adviser" and
"Trustees and Officers" is incorporated by reference.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
-------------------------------
As of February 16, 1996, the respective series of the Trust had the
following numbers of shareholders of record: The Oakmark Fund, 164,989;
The Oakmark Small Cap Fund, 3,246; The Oakmark Balanced Fund, 718; The
Oakmark International Fund, 48,948; The Oakmark International Emerging
Value Fund, 1,173.
ITEM 27. INDEMNIFICATION
----------------
Article VIII of the agreement and declaration of trust of registrant
(exhibit 1 to this registration statement, which is incorporated herein by
reference) provides that registrant shall provide certain indemnification
of its trustees and officers. In accordance with Section 17(h) of the
Investment Company Act, that provision shall not protect any person against
any liability to the registrant or its shareholders to which he would
otherwise be subject by reason of willful misfeasance, bad faith,
negligence or reckless disregard of the duties involved in the conduct of
his office.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to trustees, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a trustee,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such trustee, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
The registrant, its trustees and officers, Harris Associates L.P.
("HALP") (the investment adviser to registrant) and certain affiliated
persons of HALP and affiliated persons of such persons are insured under a
policy of insurance maintained by registrant and HALP, within the limits
and subject to the limitations of the policy, against certain expenses in
connection with the defense of actions, suits or proceedings, and certain
liabilities that might be imposed as a result of such actions, suits or
proceedings, to which they are parties by reason of being or having been
such trustees, directors or officers. The policy expressly excludes
coverage for any trustee or officer whose personal dishonesty, fraudulent
breach of trust, lack of good faith, or intention to deceive or defraud has
been finally adjudicated or may be established or who willfully fails to
act prudently.
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ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
----------------------------------------------------
The information in the prospectus under the caption "Management of the
Funds" is incorporated by reference. Neither the Adviser nor its general
partner has at any time during the past two years been engaged in any other
business, profession, vocation or employment of a substantial nature either
for its own account or in the capacity of director, officer, employee,
partner or trustee, except that the Adviser is a registered commodity
trading adviser and commodity pool operator and its general partner is also
the general partner of a securities broker-dealer firm.
ITEM 29. PRINCIPAL UNDERWRITERS
----------------------
Not applicable
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
--------------------------------
Mr. Victor A. Morgenstern
Harris Associates L.P., Suite 500
Two North La Salle Street
Chicago, Illinois 60602
ITEM 31. MANAGEMENT SERVICES
-------------------
None
ITEM 32. UNDERTAKINGS
------------
(a) Not applicable
(b) Registrant undertakes to file, within four to six
months after September 30, 1995 (the date of
effectiveness of a post-effective amendment containing
a prospectus and statement of additional information
for Registrants' three new series, The Oakmark Small
Cap Fund, The Oakmark Balanced Fund and The Oakmark
International Emerging Value Fund) a further post-
effective amendment containing financial statements of
those Funds, which need not be audited.
(c) Registrant undertakes to furnish to each person to whom a
prospectus is delivered a copy of the latest annual report(s) to
shareholders of Registrant.
(d) Registrant undertakes, if required to do so by the holders of at
least 10% of the Registrant's outstanding shares, to call a
meeting of shareholders for the purpose of voting upon the
question of removal of a director or directors and to assist in
communications with other shareholders as required by Section
16(c) of the Investment Company Act of 1940.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the registrant certifies that it meets all
of the requirements for effectiveness of this registration statement
pursuant to rule 485(b) under the Securities Act of 1933 and has duly
caused this amendment to its registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Chicago, Illinois
on February 19, 1996.
HARRIS ASSOCIATES INVESTMENT TRUST
By /s/ Victor A. Morgenstern
--------------------------------
Victor A. Morgenstern, President
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the registration statement has been signed below by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
- ---- ----- ----
<S> <C> <C>
Trustee )
- ----------------------------- )
Christine M. Maki )
)
)
/s/ Michael J. Friduss Trustee )
- ----------------------------- )
Michael J. Friduss )
)
/s/ Thomas H. Hayden Trustee )
- ----------------------------- )
Thomas H. Hayden )
)
/s/ Victor A. Morgenstern Trustee and President )
- ----------------------------- (chief exective officer) )
Victor A. Morgenstern )
)
/s/ Allan J. Reich Trustee )
- ----------------------------- )
Allan J. Reich )
) February 19, 1996
/s/ Marv R. Rotter Trustee )
- ----------------------------- )
Marv R. Rotter )
)
/s/ Burton W. Ruder Trustee )
- ----------------------------- )
Burton W. Ruder )
)
/s/ Peter S. Voss Trustee )
- ----------------------------- )
Peter S. Voss )
)
/s/ Gary Wilner Trustee )
- ----------------------------- )
Gary Wilner )
)
/s/ Donald Terao Treasurer (principal )
- ----------------------------- accounting officer) )
Donald Terao )
</TABLE>
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