HARRIS ASSOCIATES INVESTMENT TRUST, 485APOS, 1996-04-26

HARRIS ASSOCIATES INVESTMENT TRUST
485APOS, 1996-04-26

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<PAGE>

As filed with the Securities Exchange Commission on April 26, 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. 15 [X]

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 17 [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 Parts A and C and filing Exhibit

- -------------------------------------------------------------------------------

It is proposed that this filing will become effective:
------ immediately upon filing pursuant to rule 485(b)
------ on ___________________________ pursuant to rule 485(b)
------ 60 days after filing pursuant to rule 485(a)(1)
[X]
------ on May 1, 1996 pursuant to rule 485(a)(1) by acceleration
------ 75 days after filing pursuant to rule 485(a)(2)
------ on ___________________________ pursuant to rule 485(a)(2)

Registrant has elected to register an indefinite number of its shares of
beneficial interest, without par value, of the series designated The Oakmark
Fund, The Oakmark Small Cap Fund, The Oakmark Balanced Fund (formerly designated
The Oakmark Growth and Income Fund), The Oakmark International Fund and The
Oakmark International Emerging Value Fund, pursuant to Rule 24f-2 under the
Investment Company Act of 1940. Registrant's Rule 24f-2 Notice for its fiscal
period ended October 31, 1995 was filed on or about November 16, 1995.

- --------------------------------------------------------------------------------
<PAGE>

HARRIS ASSOCIATES INVESTMENT TRUST

CROSS-REFERENCE SHEET PURSUANT TO RULE 495(a) OF REGULATION C

ITEM LOCATION OR CAPTION*
- ---- -----------------------
Part A (Prospectus)
-----------------------

1 (a) & (b) Front Cover

2 (a) Expenses
(b) & (c) Summary

3 (a) Financial Highlights
(b) Not Applicable
(c) Performance Information
(d) Financial Highlights

4 (a)(i) Other Information
(a)(ii)&(b) How the Funds Invest
(c) Risk Factors

5 (a) Management of the Funds
(b) Management of the Funds; Inside Back Cover; Expenses
(c) Management of the Funds
(d) Not applicable
(e) Inside Back Cover
(f) Expenses
(g) Management of the Funds

5 (a) Not applicable (the specified information is
included in registrant's 1994 annual reports to shareholders)

6 (a) Other Information
(b) Not Applicable
(c)-(e) Other Information
(f) Distributions
(g) Taxes

7 How to Purchase Shares; Shareholder Services
(a) Not Applicable
(b) How to Purchase Shares; Net Asset Value
(c) Not Applicable
(d) Front cover; How to Purchase Shares
(e) & (f) Not Applicable

8 (a)-(d) How to Redeem Shares

9 Not Applicable

- -------------------------
* References are to captions within the part of the registration statement to
which the particular item relates except as otherwise indicated.

i
<PAGE>

ITEM LOCATION OR CAPTION*
- ---- -----------------------

Part B (Statement of Additional Information)
--------------------------------------------

10 (a) & (b) Front Cover

11 Table of Contents

12 Not Applicable

13 (a) The Funds; How the Funds Invest
(c) Investment Restrictions
(d) Not applicable

14 (a) & (b) Part A - Management of the Funds; Trustees and Officers
(c) Not Applicable

15 (a) Not Applicable
(b) Principal Shareholders
(c) Trustees and Officers

16 (a) & (b) Part A - Management of the Funds;
Part B - Investment Adviser; Trustees and Officers
(c) Not Applicable
(d) Custodian
(e)-(g) Not Applicable
(h) Custodian; Independent Public Accountants
(i) Not Applicable

17 (a)-(d) Portfolio Transactions
(e) Not Applicable

18 (a) & (b) Not Applicable

19 (a)-(c) Purchasing and Redeeming Shares

20 Additional Tax Information; Taxation of Foreign Shareholders

21 (a)-(c) Not Applicable

22 (a) Not Applicable
(b) Performance Information

23 Financial Statements

- ------------------------
* References are to captions within the part of the registration statement to
which the particular item relates except as otherwise indicated.

ii
<PAGE>

ITEM LOCATION OR CAPTION*
- ---- -----------------------

Part C (Other Information)
-----------------------------

24 Financial statements and exhibits

25 Persons controlled by or under common control with registrant

26 Number of holders of securities

27 Indemnification

28 Business and other connections of investment adviser

29 Principal underwriters

30 Location of accounts and records

31 Management services

32 Undertakings

- ---------------------
* References are to captions within the part of the registration statement to
which the particular item relates except as otherwise indicated.

iii
<PAGE>

PROSPECTUS

MAY 1, 1996
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INVESTMENT OBJECTIVE:

LONG-TERM CAPITAL APPRECIATION
THE OAKMARK FUND The Oakmark Fund invests

primarily in equity securities.
- -------------------------------------------------------------------------------
INVESTMENT OBJECTIVE:

LONG-TERM CAPITAL APPRECIATION
THE OAKMARK The Oakmark Small Cap Fund invests primarily in
SMALL CAP FUND equity securities of companies with small market
capitalizations.

- -------------------------------------------------------------------------------
INVESTMENT OBJECTIVE:

HIGH CURRENT INCOME AND PRESERVATION AND GROWTH OF
THE OAKMARK CAPITAL
BALANCED FUND The Oakmark Balanced Fund invests in a diversified
portfolio of equity and fixed-income securities.

- -------------------------------------------------------------------------------

INVESTMENT OBJECTIVE:
THE OAKMARK LONG-TERM CAPITAL APPRECIATION
INTERNATIONAL FUND The Oakmark International Fund invests

primarily in equity securities of non-U.S.
issuers.
- -------------------------------------------------------------------------------
INVESTMENT OBJECTIVE:

LONG-TERM CAPITAL APPRECIATION
THE OAKMARK The Oakmark International Emerging Value Fund
INTERNATIONAL EMERGING invests primarily in equity securities of non-U.S.
VALUE FUND issuers that have small market capitalizations or
that are located in emerging markets.

- -------------------------------------------------------------------------------
NO LOAD--NO SALES CHARGE
NO 12B-1 FEES
MINIMUM INVESTMENT TICKER SYMBOLS
Initial purchase--$1,000 or Oakmark Fund--OAKMX
$2,500 Small Cap Fund--OAKSX
(see "How to Purchase Balanced Fund--(not yet assigned)
Shares") International Fund--OAKIX
Subsequent investments--$100 International Emerging Value Fund--(OAKEX)
- -------------------------------------------------------------------------------
Each "Fund" is a series of Harris Associates Investment Trust. The Funds may
invest to a limited extent in high-yield, high-risk bonds and in other securi-
ties that entail certain risks. See "Risk Factors."
This prospectus contains information you should know before investing. Please
retain it for future reference. A Statement of Additional Information regard-
ing the Funds dated the date of this prospectus has been filed with the Secu-
rities and Exchange Commission and (together with any supplement to it) is in-
corporated by reference. The Statement of Additional Information may be ob-
tained at no charge by writing or telephoning the Trust at its address or tel-
ephone number shown inside the back cover.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE AC-
CURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<PAGE>

LOGO

CONTENTS

<TABLE>
<S> <C>
Highlights............................................................. 3
Shareholder Transaction Expenses....................................... 5
Annual Fund Operating Expenses......................................... 5
Financial Highlights................................................... 7
The Funds.............................................................. 10
How the Funds Invest................................................... 10
Investment Techniques.................................................. 14
Risk Factors........................................................... 17
Restrictions on the Funds' Investments................................. 20
How to Purchase Shares................................................. 20
How to Redeem Shares................................................... 23
Shareholder Services................................................... 27
Net Asset Value........................................................ 28
Distributions.......................................................... 29
Taxes.................................................................. 29
Management of the Funds................................................ 30
Trustees and Officers.................................................. 33
Performance Information................................................ 34
Other Information...................................................... 35
</TABLE>

QUESTIONS ABOUT YOUR ACCOUNT:
If you have questions about your account, please call
the Funds' transfer agent at 1-800-626-9392.

24-HOUR NET ASSET VALUE HOTLINE:
To obtain the current net asset value per share of either
Fund, please call 1-800-GROWOAK (1-800-476-9625).
<PAGE>

HIGHLIGHTS

HARRIS ASSOCIATES INVESTMENT TRUST (the "Trust") provides investors an
opportunity to pool their money to achieve economies of scale and
diversification, and to take advantage of the professional investment
expertise of Harris Associates L.P. (the "Adviser").

The Trust currently issues shares in five series (collectively, the "Funds"
and generally, a "Fund"). Each series has distinct investment objectives and
policies, and a shareholder's interest is limited to the series in which he or
she owns shares. The five series are: The Oakmark Fund ("Oakmark Fund"), The
Oakmark Small Cap Fund ("Small Cap Fund"), The Oakmark Balanced Fund
("Balanced Fund"), The Oakmark International Fund ("International Fund") and
The Oakmark International Emerging Value Fund ("International Emerging Fund").
Each is a "no-load" fund, and there are no sales or 12b-1 charges. There are
no redemption fees except in the case of shares of Small Cap Fund or
International Emerging Fund held less than six months, for which there is a 2%
redemption fee payable to the Fund.

The Trust is designed for long-term investors, including those who wish to
use shares of one or more series as a funding vehicle for tax-deferred
retirement plans (including tax-qualified retirement plans and Individual
Retirement Account (IRA) plans), and not for investors who intend to liquidate
their investments after a short period of time. Only Balanced Fund is intended
to present a balanced investment program between growth and income.

The chief consideration in selecting equity securities for each Fund's
portfolio is the size of the discount of market price relative to the economic
value of the security as determined by the Adviser. The Trust's investment
philosophy is predicated on the belief that over time market price and value
converge and that investment in securities priced significantly below long-
term value presents the best opportunity to achieve each Fund's objective of
long-term capital appreciation.

OAKMARK FUND seeks long-term capital appreciation by investing primarily in
equity securities.

SMALL CAP FUND seeks long-term capital appreciation by investing primarily
in equity securities of companies with small market capitalizations.

BALANCED FUND seeks high current income and preservation and growth of
capital by investing in a diversified portfolio of equity and fixed-income
securities.

3
<PAGE>

INTERNATIONAL FUND seeks long-term capital appreciation by investing
primarily in equity securities of non-U.S. issuers.

INTERNATIONAL EMERGING FUND seeks long-term capital appreciation by
investing primarily in equity securities of non-U.S. issuers that have small
market capitalizations or that are located in emerging markets.

RISKS

The Funds are intended for long-term investors who can accept fluctuations
in value and other risks associated with seeking the investment objectives of
the respective Funds through investments in the types of securities in which
the Funds may invest. You should understand and consider carefully the risks
involved in a Fund before investing in that Fund. See "Risk Factors" for a
more detailed discussion.

PURCHASES

The minimum initial investment for Small Cap Fund and International Emerging
Fund is $1,000 and for each other Fund is $2,500 ($1,000 for an IRA, UGMA or
UTMA); additional investments must be at least $100. Shares may be purchased
by check, by bank wire, by electronic transfer or by exchange. See "How to
Purchase Shares."

REDEMPTIONS

For information on redeeming Fund shares, including the special redemption
privileges, see "How to Redeem Shares."

NET ASSET VALUE

The purchase and redemption price of a Fund's shares is the net asset value
per share. The net asset value is determined as of the close of regular
session trading on the New York Stock Exchange. See "Net Asset Value."

ADVISER

Harris Associates L.P. (the "Adviser") provides management and investment
advisory services to the Funds. See "Management of the Funds."

4
<PAGE>

SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<CAPTION>
OAKMARK, SMALL CAP AND
BALANCED AND INT'L
INTERNATIONAL EMERGING
FUNDS FUNDS
------------- -------------
<S> <C> <C>
Commission to purchase shares (sales load).......... None None
Commission to reinvest dividends.................... None None
Deferred sales load................................. None None
Redemption fees(a).................................. None 2%(b)
Fees to exchange shares(c).......................... None None
</TABLE>
- ----------------
(a) If you request payment of redemption proceeds by wire, you must pay the
cost of the wire (currently $5).
(b) This fee, payable to the Fund, is imposed only if you redeem shares of the
Fund within six months after purchase (other than by reinvestment of
dividends or distributions), determined on a first-in, first-out basis.
(c) There is no fee for an exchange between the Funds. There is a charge of $5
for an exchange from any Fund into Oakmark Units as described under "How
to Purchase Shares--By Exchange."

ANNUAL FUND OPERATING EXPENSES
(as a percentage of net assets)

The following table is intended to help you understand the costs and
expenses that an investor in the Funds may bear directly or indirectly. For a
more complete explanation of the fees and expenses borne by the Funds, see the
discussions under the prospectus headings "How to Purchase Shares" and
"Management of the Funds," as well as the Statement of Additional Information
incorporated by reference into this prospectus.

<TABLE>
<CAPTION>
SMALL INT'L
OAKMARK CAP BALANCED INT'L EMERGING
FUND FUND FUND FUND FUND
------- ----- -------- ----- --------
<S> <C> <C> <C> <C> <C>
Investment management fees(a).......... 1.00% 1.25% .75% 1.00% 1.25%
12b-1 fees............................. None None None None None
Other expenses (after reimbursements of
certain expenses)(b).................. .17 1.05 1.75 .40 1.25
---- ---- ---- ---- ----
Total Fund operating expenses (after
reimbursement of certain expenses).... 1.17% 2.30% 2.50% 1.40% 2.50%
==== ==== ==== ==== ====
</TABLE>
- ----------------
(a) See "Management of the Funds" for rates of fees at various asset levels.
(b) Because Small Cap, Balanced and International Emerging Funds are newly
organized, their percentages shown for "Other Expenses" are estimates and,
in the case of

5
<PAGE>

Balanced and International Emerging Funds, have been computed giving effect
to the Adviser's agreement to limit the Fund's ordinary operating expenses.
See "Management of the Funds." Absent that limitation, the "Other Expenses"
and "Total Fund Operating Expenses" of Balanced Fund and of International
Emerging Fund would be estimated to be 2.95% and 3.70%, and 2.75% and
4.00%, respectively.

The following example illustrates the expenses that you would pay on a
$1,000 investment in each Fund over various time periods assuming (1) a 5%
annual rate of return, (2) the operating expense percentages listed in the
table above remain the same through each of the periods, (3) reinvestment of
all dividends and capital gain distributions, and (4) redemption at the end of
each time period.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Oakmark Fund.................................... $12 $37 $ 64 $142
Small Cap Fund.................................. 23 72 N/A N/A
Balanced Fund................................... 25 78 N/A N/A
International Fund.............................. 14 44 77 168
International Emerging Fund..................... 25 78 N/A N/A
</TABLE>

THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES OR PERFORMANCE. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE
SHOWN.

6
<PAGE>

FINANCIAL HIGHLIGHTS

The tables below for Oakmark Fund and International Fund reflect the results
of the operations for a share outstanding throughout the periods shown and
have been audited by Arthur Andersen LLP, independent public accountants.
These tables should be read in conjunction with the Funds' financial
statements and notes thereto, which may be obtained from the Trust upon
request without charge.

OAKMARK FUND

<TABLE>
<CAPTION>
PERIOD
YEAR ENDED OCTOBER 31, ENDED
------------------------------------ OCT. 31,
1995 1994 1993 1992 1991(A)
-------- -------- -------- ------ --------
<S> <C> <C> <C> <C> <C>
Net asset value,
beginning of period.... $ 25.21 $ 24.18 $ 17.11 $12.10 $10.00
Income from investment
operations:
Net investment income
(loss)................ .30 .27 .17 (.03)(d) (.01)
Net gains or losses on
securities (both
realized and
unrealized)........... 4.66 1.76 7.15 5.04 2.11
-------- -------- -------- ------ ------
Total from investment
operations............ 4.96 2.03 7.32 5.01 2.10
Less distributions:
Dividends (from net
investment income).... (.23) (.23) (.04) -- --
Distributions (from
capital gains)........ (1.47) (.77) (.21) -- --
-------- -------- -------- ------ ------
Total distributions.... (1.70) (1.00) (.25) -- --
-------- -------- -------- ------ ------
Net asset value, end of
period................. $ 28.47 $ 25.21 $ 24.18 $17.11 $12.10
======== ======== ======== ====== ======
Total return............ 21.55% 8.77% 43.21% 41.40% 87.10%*
Ratios/supplemental
data:
Net assets, end of
period ($ million).... $2.827.1 $1,677.3 $1,107.0 $114.7 $ 4.8
Ratio of expenses to
average net assets.... 1.17% 1.22% 1.32% 1.70% 2.50%(b)*
Ratio of net income
(loss) to average net
assets................ 1.27% 1.19% .94% (.24)% (.66%)(c)*
Portfolio turnover
rate.................. 18% 29% 18% 34% 0%
</TABLE>
- ----------------
*Ratios for the period have been determined on an annualized basis.
(a) From August 5, 1991, the date on which Fund shares were first offered for
sale to the public.
(b) If the Fund had paid all of its expenses and there had been no
reimbursement by the Adviser, this annualized ratio would have been 4.92%
for the period.
(c) Computed giving effect to the Adviser's expense limitation undertaking.
(d) Based on average month-end shares outstanding.

7
<PAGE>

INTERNATIONAL FUND

<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31,
------------------------- PERIOD ENDED
1995 1994 1993 OCT. 31, 1992(A)
------ -------- ------ ----------------
<S> <C> <C> <C> <C>
Net asset value, beginning of
period............................ $14.50 $ 14.09 $ 9.80 $ 10.00
Income from investment operations:
Net investment income............. .30 .21 .06 .26
Net gains or losses on securities
(both realized and unrealized)... (.77) .43 4.48 (.46)
------ -------- ------ -------
Total from investment operations.. (.47) .64 4.54 (.20)
Less distributions:
Dividends (from net investment
income).......................... -- (.08) (.25) --
Distributions (from capital
gains)........................... (1.06) (.15) -- --
------ -------- ------ -------
Total distributions............... (1.06) (.23) (.25) --
------ -------- ------ -------
Net asset value, end of period..... $12.97 $ 14.50 $14.09 $ 9.80
====== ======== ====== =======
Total return....................... (3.06)% 4.62% 47.49% (22.81)%*
Ratios/supplemental data:
Net assets, end of period ($
million)......................... $819.7 $1,286.0 $815.4 $ 23.5
Ratio of expenses to average net
assets........................... 1.40% 1.37% 1.26% 2.04%*
Ratio of net income (loss) to
average net assets............... 1.40% 1.44% 1.55% 37.02%*
Portfolio turnover rate........... 27% 55% 21% 0%
</TABLE>
- ----------------
* Ratios for the period have been determined on an annualized basis.
(a) From September 30, 1992, the date on which Fund shares were first offered
for sale to the public.

8
<PAGE>

SMALL CAP FUND, BALANCED FUND AND
INTERNATIONAL EMERGING FUND

Small Cap Fund, Balanced Fund and International Emerging Fund commenced
operations on November 1, 1995. The following table reflects the results of
operations of each of those Funds during the four months ended February 29,
1996 for a share outstanding throughout the period. These results have not
been audited by independent public accountants. These tables should be read in
conjunction with the Funds' unaudited financial statements and notes thereto,
which may be obtained from the Trust upon request without charge.

<TABLE>
<CAPTION>
PERIOD ENDED FEBRUARY 29,
1996(A)
----------------------------------
SMALL
CAP BALANCED INTERNATIONAL
FUND FUND EMERGING FUND
------ -------- -------------
(UNAUDITED)
<S> <C> <C> <C>
Net asset value, beginning of period...... $10.00 $10.00 $10.00
Income from investment operations:
Net investment income.................... (.02) .04 (.01)
Net gains or losses on securities (both
realized and unrealized)................ .75 .45 .85
------ ------ ------
Total from Investment Operations......... .73 .49 .84
Less distributions:
Dividends (from net investment income)... .00 .00 .00
Distributions (from capital gains)....... .00 .00 .00
------ ------ ------
Total distributions...................... .00 .00 .00
------ ------ ------
Net asset value, end of period............ $10.73 $10.49 $10.84
====== ====== ======
Total return.............................. 7.30% 4.90% 8.40%
Ratios/supplemental data:
Net assets, end of period ($ million).... $ 33.6 $ 9.7 $ 13.5
Ratio of expenses to average net assets*. 2.34% 2.50%(b) 2.50%(b)
Ratio of net income to average net
assets*................................. (.83)% 1.83%(b) (.54%)(b)
Portfolio turnover rate.................. 11.7% 2.8% 14.0%
Average brokerage commission paid per
share................................... $.0556 $.0596 $.0005
</TABLE>
- ----------------
* Ratios for the period have been determined on an annualized basis.
(a) From November 1, 1995, the date on which shares of each of these Funds
were first offered for sale to the public.
(b) If Balanced Fund and International Emerging Value Fund had paid all of
their expenses and there had been no reimbursement by the investment
adviser, their ratios of expenses to average net assets would have been
4.26% and 4.72%, respectively, and their ratios of net income (loss) to
average net assets would have been 0.07% and (2.77%), respectively.

9
<PAGE>

THE FUNDS

The mutual funds offered by this prospectus are OAKMARK FUND, SMALL CAP
FUND, BALANCED FUND, INTERNATIONAL FUND AND INTERNATIONAL EMERGING FUND. Each
of the Funds is a no-load, diversified "mutual fund." No Fund imposes any
commission or charge when shares are purchased, nor bears any 12b-1 charges.

The Funds are series of Harris Associates Investment Trust (the "Trust"),
which is authorized to issue shares in separate series. Each series is a
separate portfolio of securities and other assets, with its own investment
objective and policies.

Harris Associates L.P. (the "Adviser") provides investment advisory and
administrative services to the Funds.

HOW THE FUNDS INVEST

The chief consideration in the selection of equity securities for each Fund
is the size of the discount of market price relative to the economic value, or
underlying value, of the security as determined by the Adviser. The economic
or underlying value of a security generally represents the per share net
present value of the issuer's estimated long-term cash flows. The Funds may
also employ the techniques described below under "Investment Techniques."

OAKMARK FUND seeks long-term capital appreciation by investing primarily in
equity securities. Although income is considered in the selection of
securities, the Fund is not designed for investors whose primary investment
objective is income.

The Fund invests principally in securities of U.S. issuers. However, it may
invest up to 25% of its total assets (valued at the time of investment) in
securities of non-U.S. issuers, including foreign government obligations and
foreign equity and debt securities that are traded over-the-counter or on
foreign exchanges. There are no geographic limits on the Fund's foreign
investments, but the Fund does not expect to invest more than 5% of its assets
in securities in emerging markets. See "Risk Factors--International Investing"
below.

SMALL CAP FUND seeks long-term capital appreciation by investing primarily
in equity securities. Under normal market conditions, the Fund invests at
least 65% of its total assets, taken at market value, in companies whose
market capitalization is less than $1 billion ("small cap companies") at the
time of purchase. A company's market capitalization

10
<PAGE>

is the total market value of its outstanding common stock. Although income is
considered in the selection of securities, the Fund is not designed for
investors whose primary investment objective is income.

BALANCED FUND seeks high current income and preservation and growth of
capital by investing in a diversified portfolio of equity and fixed-income
securities. The Fund is intended to present a balanced investment program
between growth and income. It generally invests approximately 50-65% of its
total assets in equity securities, including securities convertible into
equity securities, 25-50% of its assets in U.S. Government securities and debt
securities rated at time of purchase within the two highest grades assigned by
Moody's Investors Service, Inc. ("Moody's") (Aaa or Aa) or by Standard &
Poor's Corporation ("S&P") (AAA or AA), and up to 20% in unrated or lower
rated debt securities (measured at market value at the time of investment).

The Fund invests principally in securities of U.S. issuers. However, it may
invest up to 10% of its total assets (valued at the time of investment) in
foreign securities, including foreign government obligations and foreign
equity and debt securities that are traded over-the-counter or on foreign
exchanges. The Fund has no geographic limits on its foreign investments, but
the Fund does not expect to invest more than 5% of its assets in securities in
emerging markets. See "Risk Factors--International Investing" below.

INTERNATIONAL FUND seeks long-term capital appreciation by investing
primarily in equity securities of non-U.S. issuers.

The Adviser considers the relative political and economic stability of the
issuer's home country, the ownership status of the company, and the company's
accounting practices in evaluating the potential rewards and risks of an
investment opportunity. The Fund may invest in securities traded in mature
markets (for example, Japan, Canada and the United Kingdom), in less developed
markets (for example, Mexico and Thailand), and in selected emerging markets
(such as Peru and India). Investments in securities of non-U.S. issuers,
especially those traded in

11
<PAGE>

less developed or emerging markets, present additional risk. There are no
limits on the Fund's geographic asset distribution, but, to provide adequate
diversification, the Fund ordinarily invests in the securities markets of at
least five countries outside the United States. See "Risk Factors--
International Investing" below.

Some foreign governments have been engaged in programs of selling part or
all of their stakes in government owned or controlled enterprises
("privatizations"). The Adviser believes that privatizations may offer
opportunities for significant capital appreciation, and intends to invest
assets of the Fund in privatizations in appropriate circumstances. In certain
of those markets, the ability of foreign entities such as the Fund to
participate in privatizations may be limited by local law and/or the terms on
which the Fund may be permitted to participate may be less advantageous than
those afforded local investors. There can be no assurance that governments
will continue to sell companies currently owned or controlled by them or that
privatization programs will be successful.

The Adviser considers the relative political and economic stability of the
issuer's home country, the ownership structure of the company, and the
company's accounting practices in evaluating the potential rewards and risks
of an investment opportunity. The Fund invests in securities traded in both
developed and emerging markets. In those markets considered developed (for
example, Germany, France and Japan), the Fund invests in small cap companies,
generally expected to have market capitalizations under $1 billion. In
emerging markets (such as Brazil, Indonesia, Korea and Argentina), the Fund
considers companies of any capitalization. Investments in securities of non-
U.S. issuers, especially those traded in less developed or emerging markets,
present additional risks. There are no limits on the Fund's geographic asset
distribution, but, to provide adequate diversification, the Fund ordinarily
invests in the

12
<PAGE>

securities markets of at least five countries outside the United States. See
"Risk Factors--International Investing" below.

The equity securities in which the Fund may invest include common and
preferred stocks and warrants or other similar rights and convertible
securities. The Fund may purchase securities of non-U.S. issuers directly or
in the form of ADRs, EDRs, Global Depositary Receipts (GDRs), or other
securities representing underlying shares of non-U.S. issuers. Under normal
market conditions, the Fund invests at least 65% of its total assets, taken at
market value, in securities of non-U.S. issuers.
- -----------
Under normal market conditions, each Fund expects to be substantially fully
invested in the types of securities described in the preceding paragraphs.
Within the limitations described in this prospectus, the percentages of Fund
assets invested in various types of securities will vary in accordance with
the judgment of the Adviser. To the extent that investments meeting a Fund's
criteria for investment are not available, or when the Adviser considers a
temporary defensive posture advisable, the Fund may invest without limitation
in high-quality corporate debt obligations of U.S. companies or U.S.
government obligations, or may hold cash in domestic or foreign currencies or
invest in domestic or foreign money market securities.

In seeking to achieve its investment objective, each Fund ordinarily invests
on a long-term basis, but on occasion may also invest on a short-term basis
(for example, where short-term perceptions have created a significant gap
between price and value). Occasionally, securities purchased on a long-term
basis may be sold within 12 months after purchase in light of a change in the
circumstances of a particular company or industry or in general market or
economic conditions.

13
<PAGE>

INVESTMENT TECHNIQUES

EQUITY SECURITIES. The equity securities in which each Fund may invest
include common and preferred stocks and warrants or other similar rights and
convertible securities. The chief consideration in the selection of equity
securities for each Fund is the size of the discount of market price relative
to the economic value of the security as determined by the Adviser. The
Adviser's investment philosophy for those investments is predicated on the
belief that over time market price and value converge and that investment in
securities priced significantly below long-term value presents the best
opportunity to achieve long-term capital appreciation.

The Adviser uses several qualitative and quantitative methods in analyzing
economic value, but considers the primary determinant of value to be the
enterprise's long-run ability to generate cash for its owners. Once the
Adviser has determined that a security is undervalued, the Adviser will
consider it for purchase by a Fund, taking into account the quality and
motivation of the management, the firm's market position within its industry
and its degree of pricing power. The Adviser believes that the risks of equity
investing are often reduced if management's interests are strongly aligned
with the interests of its stockholders.

DEBT SECURITIES. Each Fund may invest in debt securities of both
governmental and corporate issuers. Each of Oakmark Fund and Small Cap Fund
may invest up to 25% of its assets, Balanced Fund may invest up to 10% of its
assets (valued at the time of investment), in debt securities that are rated
below investment grade, without a minimum rating requirement. Lower-grade debt
securities (commonly called "junk bonds") are obligations of issuers rated BB
or lower by S&P or Ba or lower by Moody's. Lower-grade debt securities are
considered speculative and may be in poor standing or actually in default.
Medium-grade debt securities are those rated BBB by S&P or Baa by Moody's.
Securities so rated are considered to have speculative characteristics. See
"Risk Factors." A description of the ratings used by S&P and Moody's is
included as an appendix to the Statement of Additional Information.

SHORT SALES AGAINST THE BOX. Each Fund may sell short securities the Fund
owns or has the right to acquire without further consideration, a technique
called selling short "against the box." Short sales against the box may
protect the Fund against the risk of losses in the value of its portfolio
securities because any unrealized losses with respect to such securities
should be wholly or partially offset by a corresponding gain in the short
position. However, any potential gains in such securities should

14
<PAGE>

be wholly or partially offset by a corresponding loss in the short position.
Short sales against the box may be used to lock in a profit on a security
when, for tax reasons or otherwise, the Adviser does not want to sell the
security. The Trust does not currently expect that more than 20% of any Fund's
total assets would be involved in short sales against the box. For a more
complete explanation, please refer to the Statement of Additional Information.

CURRENCY EXCHANGE TRANSACTIONS. Each Fund may engage in currency exchange
transactions either on a spot (i.e., cash) basis at the spot rate for
purchasing or selling currency prevailing in the foreign exchange market or
through a forward currency exchange contract ("forward contract"). A forward
contract is an agreement to purchase or sell a specified currency at a
specified future date (or within a specified time period) and price set at the
time of the contract. Forward contracts are usually entered into with banks
and broker-dealers, are not exchange-traded and are usually for less than one
year, but may be renewed.

Forward currency transactions may involve currencies of the different
countries in which a Fund may invest, and serve as hedges against possible
variations in the exchange rate between these currencies. The Funds' forward
currency transactions are limited to transaction hedging and portfolio hedging
involving either specific transactions or actual or anticipated portfolio
positions. Transaction hedging is the purchase or sale of a forward contract
with respect to a specific receivable or payable of a Fund accruing in
connection with the purchase or sale of portfolio securities. Portfolio
hedging is the use of a forward contract with respect to an actual or
anticipated portfolio security position denominated or quoted in a particular
currency. Each Fund may engage in portfolio hedging with respect to the
currency of a particular country in amounts approximating actual or
anticipated positions in securities denominated in such currency. When a Fund
owns or anticipates owning securities in countries whose currencies are
linked, the Adviser may aggregate such positions as to the currency hedged.
Although forward contracts may be used to protect a Fund from adverse currency
movements, the use of such hedges may reduce or eliminate the potentially
positive effect of currency revaluations on the Fund's total return.

OTHER INVESTMENT COMPANIES. Certain markets are closed in whole or in part
to equity investments by foreigners. A Fund may be able to invest in such
markets solely or primarily through governmentally authorized investment
vehicles or companies. Each Fund generally may invest up to 10% of its assets
in the aggregate in shares of other

15
<PAGE>

investment companies and up to 5% of its assets in any one investment company,
as long as no investment represents more than 3% of the outstanding voting
stock of the acquired investment company at the time of investment.

Investment in another investment company may involve the payment of a
premium above the value of such issuers' portfolio securities, and is subject
to market availability. The Trust does not intend to invest in such vehicles
or funds unless, in the judgment of the Adviser, the potential benefits of the
investment justify the payment of any applicable premium or sales charge. As a
shareholder in an investment company, a Fund would bear its ratable share of
that investment company's expenses, including its advisory and administration
fees. At the same time the Fund would continue to pay its own management fees
and other expenses.

WHEN-ISSUED AND FORWARD COMMITMENT SECURITIES. Each Fund may purchase
securities on a "when-issued" basis and may purchase or sell securities on a
"forward commitment" basis in order to hedge against anticipated changes in
interest rates and prices. There is a risk that the securities may not be
delivered or that they may decline in value before the settlement date.

PRIVATE PLACEMENTS. Each Fund may acquire securities in private placements.
Because an active trading market may not exist for such securities, the sale
of such securities may be subject to delay and additional costs. No Fund will
purchase such a security if more than 15% of the value of such Fund's net
assets would be invested in illiquid securities.

LENDING OF PORTFOLIO SECURITIES. Each Fund except Oakmark Fund may lend its
portfolio securities to broker-dealers and banks to the extent indicated in
restriction 5 under "Restrictions on the Funds' Investment." Any such loan
must be continuously secured by collateral in cash or cash equivalents
maintained on a current basis in an amount at least equal to the market value
of the securities loaned by a Fund. The Fund would continue to receive the
equivalent of the interest or dividends paid by the issuer on the securities
loaned, and would also receive an additional return that may be in the form of
a fixed fee or a percentage of the collateral. The Fund would have the right
to call the loan and obtain the securities loaned at any time on notice of not
more than five business days. In the event of bankruptcy or other default of
the borrower, the Fund could experience both delays in liquidating the loan
collateral or recovering the loaned securities and losses including (a)
possible decline in the value of the collateral or in the value of the

16
<PAGE>

securities loaned during the period while the Fund seeks to enforce its rights
thereto, (b) possible subnormal levels of income and lack of access to income
during this period, and (c) expenses of enforcing its rights.

CASH RESERVES. To meet liquidity needs or for temporary defensive purposes,
each Fund may hold cash in domestic and foreign currencies and may invest in
domestic and foreign money market securities.

RISK FACTORS

GENERAL. All investments, including those in mutual funds, have risks, and
no investment is suitable for all investors. Each Fund is intended for long-
term investors. Only Balanced Fund is intended to present a balanced
investment program between growth and income.

SMALL CAP COMPANIES. During some periods, the securities of small cap
companies, as a class, have performed better than the securities of large
companies, and in some periods they have performed worse. Stocks of small cap
companies tend to be more volatile and less liquid than stocks of large
companies. Small cap companies, as compared to larger companies, may have a
shorter history of operations, may not have as great an ability to raise
additional capital, may have a less diversified product line making them
susceptible to market pressure, and may have a smaller public market for their
shares.

INTERNATIONAL INVESTING. International Fund and International Emerging Fund
provide long-term investors with an opportunity to invest a portion of their
assets in a diversified portfolio of securities of non-U.S. issuers. Each of
the other Funds may invest up to 25% (or 10% in the case of Balanced Fund) of
its assets in securities of non-U.S. issuers. International investing allows
you to achieve greater diversification and to take advantage of changes in
foreign economies and market conditions. Many foreign economies have, from
time to time, grown faster than the U.S. economy, and the returns on
investments in these countries have exceeded those of similar U.S.
investments, although there can be no assurance that these conditions will
continue.

You should understand and consider carefully the greater risks involved in
investing internationally. Investing in securities of non-U.S. issuers,
positions in which are generally denominated in foreign currencies, and
utilization of forward foreign currency exchange contracts involve both
opportunities and risks not typically associated with investing in U.S.
securities. These include: fluctuations in exchange rates of foreign
currencies; possible imposition of exchange control

17
<PAGE>

regulation or currency restrictions that would prevent cash from being brought
back to the United States; less public information with respect to issuers of
securities; less governmental supervision of stock exchanges, securities
brokers and issuers of securities; different accounting, auditing and
financial reporting standards; different settlement periods and trading
practices; less liquidity and frequently greater price volatility in foreign
markets than in the United States; imposition of foreign taxes; and sometimes
less advantageous legal, operational and financial protections applicable to
foreign subcustodial arrangements.

Although the Funds try to invest in companies and governments of countries
having stable political environments, there is the possibility of restriction
of foreign investment, expropriation of assets, or confiscatory taxation,
seizure or nationalization of foreign bank deposits or other assets,
establishment of exchange controls, the adoption of foreign government
restrictions, or other adverse political, social or diplomatic developments
that could affect investment in these nations. Economies in individual
emerging markets may differ favorably or unfavorably from the U.S. economy in
such respects as growth of gross domestic product, rates of inflation,
currency depreciation, capital reinvestment, resource self-sufficiency and
balance of payments positions. Many emerging market countries have experienced
high rates of inflation for many years, which has had and may continue to have
very negative effects on the economies and securities markets of those
countries.

The securities markets of emerging countries are substantially smaller, less
developed, less liquid and more volatile than the securities markets of the
United States and other more developed countries. Disclosure and regulatory
standards in many respects are less stringent than in the U.S. and other major
markets. There also may be a lower level of monitoring and regulation of
emerging markets and the activities of investors in such markets, and
enforcement of existing regulations has been extremely limited.

Any Fund may invest in ADRs, EDRs or GDRs that are not sponsored by the
issuer of the underlying security. To the extent it does so, the Fund would
probably bear its proportionate share of the expenses of the depository and
might have greater difficulty in receiving copies of the issuer's shareholder
communications than would be the case with a sponsored ADR, EDR or GDR.

The cost of investing in securities of non-U.S. issuers is higher than the
cost of investing in U.S. securities. International Fund and International
Emerging Fund provide an efficient way for an individual to

18
<PAGE>

participate in foreign markets, but their expenses, including advisory and
custody fees, are higher than for a typical domestic equity fund.

DEBT SECURITIES. As noted above, each Fund may invest to a limited extent in
debt securities that are rated below investment grade or, if unrated, are
considered by the Fund's investment adviser to be of comparable quality. A
decline in prevailing levels of interest rates generally increases the value
of debt securities in a Fund's portfolio, while an increase in rates usually
reduces the value of those securities. As a result, to the extent that a Fund
invests in debt securities, interest rate fluctuations will affect its net
asset value, but not the income it receives from its debt securities. In
addition, if the debt securities contain call, prepayment or redemption
provisions, during a period of declining interest rates, those securities are
likely to be redeemed, and the Fund would probably be unable to replace them
with securities having as great a yield.

Investment in medium- or lower-grade debt securities involves greater
investment risk, including the possibility of issuer default or bankruptcy. An
economic downturn could severely disrupt this market and adversely affect the
value of outstanding bonds and the ability of the issuers to repay principal
and interest. In addition, lower-quality bonds are less sensitive to interest
rate changes than higher-quality instruments and generally are more sensitive
to adverse economic changes or individual corporate developments. During a
period of adverse economic changes, including a period of rising interest
rates, issuers of such bonds may experience difficulty in servicing their
principal and interest payment obligations.

Furthermore, medium- and lower-grade debt securities tend to be less
marketable than higher-quality debt securities because the market for them is
less broad. The market for unrated debt securities is even narrower. During
periods of thin trading in these markets, the spread between bid and asked
prices is likely to increase significantly, and the Fund may have greater
difficulty selling its portfolio securities. The market value of these
securities and their liquidity may be affected by adverse publicity and
investor perceptions.

CHANGE IN OBJECTIVE. Each Fund's investment objective may be changed by the
board of trustees without shareholder approval. Shareholders would receive at
least 30 days' written notice of any change in a Fund's objective. If there is
a change in investment objective, you should consider whether the Fund remains
an appropriate investment in light of your then current financial position and
needs.

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<PAGE>

There can be no assurance that any Fund will achieve its investment objective.

RESTRICTIONS ON THE FUNDS' INVESTMENTS

No Fund will:

1. In regard to 75% of its assets, invest more than 5% of its assets (valued
at the time of investment) in securities of any one issuer, except in U.S.
government obligations;

2. Acquire securities of any one issuer which at the time of investment (a)
represent more than 10% of the voting securities of the issuer, or (b) have a
value greater than 10% of the value of the outstanding securities of the
issuer;

3. Borrow money except from banks for temporary or emergency purposes in
amounts not exceeding 10% of the value of the Fund's assets at the time of
borrowing [the Fund will not purchase additional securities when its
borrowings, less receivables from portfolio securities sold, exceed 5% of
total assets];

4. Issue any senior security except in connection with permitted borrowings;
or

5. Make loans, except that each Fund may invest in debt obligations and
repurchase agreements,* and each Fund other than Oakmark Fund may lend its
portfolio securities [a Fund will not lend securities having a value in excess
of 33% of its assets (valued at the time of any loan)].

These restrictions, except the bracketed portions and the footnote, are
"fundamental" and cannot be changed as to a Fund without the approval of a
"majority of the outstanding voting securities" of that Fund as defined in the
Investment Company Act of 1940. All of the Funds' investment restrictions,
including additional fundamental restrictions, are set forth in the Statement
of Additional Information.

HOW TO PURCHASE SHARES

You may purchase shares of any of the Funds by check, by wire, by electronic
transfer or by exchange. There are no sales commissions or
- -----------
*A repurchase agreement involves a sale of securities to a Fund with the
concurrent agreement of the seller (bank or securities dealer) to
repurchase the securities at the same price plus an amount equal to an
agreed-upon interest rate within a specified time. In the event of a
bankruptcy or other default of a seller of a repurchase agreement, the Fund
could experience both delays in liquidating the underlying securities and
losses. No Fund may invest more than 15% of its net assets in repurchase
agreements maturing in more than seven days and other illiquid securities.

20
<PAGE>

underwriting discounts. The minimum initial investment is $1,000 for Small Cap
and International Emerging Fund and $2,500 for the other Funds, except that
the minimum is $1,000 for (a) an investment in an Oakmark IRA account, (b) a
gift or transfer to a minor under a Uniform Gifts to Minors Act ("UGMA") or a
Uniform Transfers to Minors Act ("UTMA"), or (c) an investment through the
Automatic Investment Plan (see "Shareholder Services" below). Minimum
subsequent investments are $100, except for reinvestments of dividends and
capital gain distributions.

BY CHECK. To make an initial purchase of shares, complete and sign the Share
Purchase Application and mail it to the Trust's transfer agent, State Street
Bank and Trust Company, Attention: Oakmark Funds, P.O. Box 8510, Boston,
Massachusetts 02266-8510, together with a check for the total purchase amount
payable to State Street Bank and Trust Company.

You may make subsequent investments by submitting a check along with either
the stub from your Fund account confirmation statement or a note indicating
the amount of the purchase, your account number, and the name in which your
account is registered. Each individual check submitted for purchase must be at
least $100, and the Trust will not accept cash, drafts, third party checks, or
checks drawn on banks outside of the United States. If your order to purchase
shares of a Fund is canceled because your check does not clear, you will be
responsible for any resulting loss incurred by the Fund.

BY WIRE. You may also pay for shares by instructing your bank to wire money
to the Trust's custodian bank. Your bank may charge you a fee for sending the
wire. IF YOU ARE OPENING A NEW ACCOUNT BY WIRE TRANSFER, YOU MUST FIRST
TELEPHONE THE TRANSFER AGENT AT 1-800-626-9392 TO REQUEST AN ACCOUNT NUMBER
AND FURNISH YOUR SOCIAL SECURITY OR OTHER TAX IDENTIFICATION NUMBER. Neither
the Funds nor the Trust will be responsible for the consequences of delays,
including delays in the banking or Federal Reserve wire systems.

BY ELECTRONIC TRANSFER. If you have an established Fund account with an
established electronic transfer privilege you may make subsequent investments
by an electronic transfer of funds from your bank account. Electronic transfer
allows you to make purchases at your request by calling 1-800-626-9392 or at
pre-scheduled intervals. See "Shareholder Services." Electronic transfer
purchases are subject to a $100 minimum and a $50,000 maximum. You may not
open a new account through electronic transfer. If your order to purchase
shares of a

21
<PAGE>

Fund is canceled because your electronic transfer does not clear, you will be
responsible for any resulting loss incurred by the Fund.

BY EXCHANGE. You may purchase shares of a Fund by exchange of shares from
another Fund or by exchange of Service Units of GS Short Duration Tax-Free
Fund, a portfolio of Goldman Sachs Trust, or of ILA Service Units of
Government Portfolio or Tax-Exempt Portfolio, each a portfolio of Goldman
Sachs-Institutional Liquid Assets (such Service Units and ILA Service Units
are referred to as "Oakmark Units"), either by phone (if the Telephone
Exchange Privilege has been established on the account from which the exchange
is being made) or by mail. AN EXCHANGE TRANSACTION IS A SALE AND PURCHASE OF
SHARES FOR FEDERAL INCOME TAX PURPOSES AND MAY RESULT IN CAPITAL GAIN OR LOSS.
IF YOU EXCHANGE SHARES OF SMALL CAP FUND OR INTERNATIONAL EMERGING FUND WITHIN
SIX MONTHS AFTER PURCHASE, YOU WILL BE SUBJECT TO A 2% REDEMPTION FEE PAYABLE
TO THE FUND. GENERALLY YOU MAY NOT MAKE MORE THAN SIX EXCHANGES FROM ANY FUND
IN ANY CALENDAR YEAR, AND THE TRUST MAY REFUSE REQUESTS FOR MORE FREQUENT
EXCHANGES. Restrictions apply and there is a charge (currently $5) for each
exchange into Oakmark Units; please review the information under "How to
Redeem Shares--By Exchange."

PURCHASE PRICE AND EFFECTIVE DATE. Each purchase of a Fund's shares is made
at that Fund's net asset value (see "Net Asset Value") next determined as
follows:

A purchase by check or wire transfer is made at the net asset value next
determined after receipt by the Fund of the check or wire transfer of funds in
payment of the purchase.

A purchase by electronic transfer is made at the net asset value determined
after receipt of your electronic transfer investment instruction.

PURCHASES THROUGH DEALERS. You may purchase or redeem shares of the Funds
through certain investment dealers, banks or other institutions. Any such
purchase or redemption generally will not be effective until the order or
request is received by the Trust's transfer agent; it is the responsibility of
the dealer to transmit your order or request promptly. These institutions may
impose charges for their services. Any such charges could constitute a
substantial portion of a smaller account, and may not be in your best
interest. You may purchase or redeem shares of the Funds directly from or with
the Trust without imposition of any charges other than those described in this
prospectus.

GENERAL. The Trust cannot accept a purchase order specifying a particular
purchase date or price per share. Each purchase order for a

22
<PAGE>

Fund must be accepted by an authorized officer of the Trust or its transfer
agent and is not binding until accepted and entered on the books of that Fund.
Once your purchase order has been accepted, you may not cancel or revoke it;
however, you may redeem the shares. The Trust reserves the right not to accept
any purchase order that it determines not to be in the best interest of the
Trust or of a Fund's shareholders. The Trust will not be responsible for any
losses resulting from unauthorized transactions initiated by telephone if it
or its transfer agent follows reasonable procedures designed to verify the
identity of the caller. Those procedures may include recording the call,
requesting additional information and sending written confirmation of
telephone transactions. You should verify the accuracy of telephone
transactions immediately upon receipt of your confirmation statement.

HOW TO REDEEM SHARES

BY MAIL. You may redeem all or any part of your shares of a Fund upon your
written request delivered to the Trust's transfer agent, State Street Bank and
Trust Company, Attention: Oakmark Funds, P.O. Box 8510, Boston, Massachusetts
02266-8510. Your redemption request must:

(1) identify the Fund and give your account number;

(2) specify the number of shares or dollar amount to be redeemed; and

(3) be signed in ink by all owners exactly as their names appear on the
account.

Your request must also INCLUDE A SIGNATURE GUARANTEE if any of the following
situations applies:

. you wish to redeem more than $50,000 worth of shares;

. your account registration has been changed within the last 30 days;

. the redemption check is to be mailed to an address different from the
one on your account (record address);

. the redemption check is to be made payable to someone other than the
registered account owner; or

. you are instructing us to wire the proceeds to a bank account and have
not signed up for the telephone redemption privilege.

You should be able to obtain a signature guarantee from a bank, securities
broker-dealer, credit union (if authorized under state law), securities
exchange or association, clearing agency or savings

23
<PAGE>

association, but not a notary public. The signature guarantee must include an
ink-stamped guarantee for each signature on the redemption request and must
include the name of the guarantor bank or firm and an authorized signature.

Special rules apply to redemptions by corporations, trusts and partnerships.
In the case of a corporation, the request must be signed in the name of the
corporation by an officer whose title must be stated, and must be accompanied
by a bylaw provision or resolution of the board of directors, certified within
60 days, authorizing the officer to so act. A redemption request from a
partnership or a trust must be signed in the name of the partnership or trust
by a general partner or a trustee and include a signature guarantee. If the
trustee is not named in the account registration, a redemption request by a
trust must also include evidence of the trustee's appointment as such (e.g., a
certified copy of the relevant portions of the trust instrument). Under
certain circumstances, before the shares can be redeemed, additional documents
may be required in order to verify the authority of the person seeking to
redeem.

BY EXCHANGE. You may redeem all or any portion of your shares of a Fund or
of Oakmark Units and use the proceeds to purchase shares of any of the other
Funds or Oakmark Units if your signed, properly completed Application is on
file. AN EXCHANGE TRANSACTION IS A SALE AND PURCHASE OF SHARES FOR FEDERAL
INCOME TAX PURPOSES AND MAY RESULT IN CAPITAL GAIN OR LOSS. IF YOU EXCHANGE
SHARES OF SMALL CAP FUND OR INTERNATIONAL EMERGING FUND WITHIN SIX MONTHS
AFTER PURCHASE, YOU WILL BE SUBJECT TO A 2% REDEMPTION FEE PAYABLE TO THE
FUND. GENERALLY YOU MAY NOT MAKE MORE THAN SIX EXCHANGES FROM ANY FUND IN ANY
CALENDAR YEAR, AND THE TRUST MAY REFUSE REQUESTS FOR MORE FREQUENT EXCHANGES.
Before exchanging into Oakmark Units, you should obtain the prospectus
relating to the Oakmark Units from the Adviser and read it carefully. The
exchange privilege is not an offering or recommendation of Oakmark Units. The
registration of the account to which you are making an exchange must be
exactly the same as that of the account from which the exchange is made and
the amount you exchange must meet any applicable minimum investment of the
fund being purchased. An exchange may be made by following the redemption
procedure described above under "By Mail" and indicating the fund to be
purchased, except that a signature guarantee normally is not required. See
also the discussion below of the Telephone Exchange Privilege. The Trust
charges a fee (currently $5) for each exchange into Oakmark Units.

SPECIAL REDEMPTION PRIVILEGES. The Telephone Exchange and Telephone
Redemption Privileges will be established automatically when

24
<PAGE>

you open your account unless you elect on your Application to decline these
Privileges. Other Privileges must be specifically elected. A signature
guarantee may be required to establish a Privilege after you have opened your
account. Shares held in an IRA account may not be redeemed by telephone. YOU
MAY NOT EXCHANGE OR REDEEM SHARES BY CALLING THE TRUST. CALL THE TRANSFER
AGENT AT 1-800-626-9392. YOUR CALL WILL BE RECORDED.

TELEPHONE EXCHANGE PRIVILEGE--You may use the Telephone Exchange Privilege
to exchange among shares of the Funds and Oakmark Units by calling 1-800-626-
9392. An exchange request received by telephone after 4 p.m. eastern time (or
after the close of regular session trading on the New York Stock Exchange if
the Exchange closes before 4 p.m.) is deemed received on the next business
day. The Trust's general redemption policies apply to redemptions by Telephone
Exchange. See "General Redemption Policies."

The Trust reserves the right at any time without prior notice to suspend or
terminate the use of the Telephone Exchange Privilege by any person or class
of persons. The Trust believes that use of the Telephone Exchange Privilege by
investors utilizing market-timing strategies adversely affects the Funds.
THEREFORE, THE TRUST GENERALLY WILL NOT HONOR REQUESTS FOR TELEPHONE EXCHANGES
BY SHAREHOLDERS IDENTIFIED BY THE TRUST AS "MARKET-TIMERS." Moreover, you may
not make more than six exchanges from any Fund in any calendar year. Although
the Trust will attempt to give prior notice of a suspension or termination of
an exchange privilege when it is reasonably able to do so, the suspension or
termination may be effective immediately, thereby preventing any uncompleted
exchange. See "How to Redeem Shares--By Exchange."

During periods of volatile economic and market conditions, you may have
difficulty placing your exchange by telephone; you may wish to consider
placing your exchange by mail during such periods.

TELEPHONE REDEMPTION PRIVILEGE--You may use the Telephone Redemption
Privilege to redeem shares having a value of up to $50,000 per day from your
account by calling 1-800-626-9392. The proceeds may be sent by check to your
registered address or you may request payment by electronic transfer to a
checking account previously designated by you at a bank that is a member of
the Automated Clearing House. REDEMPTIONS BY TELEPHONE ARE SUBJECT TO A
$50,000 MAXIMUM. A redemption request received by telephone after 4 p.m.
eastern time (or after the close of regular session trading on the New York
Stock

25
<PAGE>

Exchange if the Exchange closes before 4 p.m.) is deemed received on the next
business day. The Telephone Redemption Privilege is not available to redeem
shares held in an IRA account, and is not available for 30 days after the
Trust receives notice from you of a change of address.

GENERAL REDEMPTION POLICIES. You may not cancel or revoke your redemption
order once your instructions have been received and accepted. The Trust cannot
accept a redemption request that specifies a particular date or price for
redemption or any special conditions. PLEASE TELEPHONE THE TRANSFER AGENT IF
YOU HAVE ANY QUESTIONS ABOUT REQUIREMENTS FOR A REDEMPTION BEFORE SUBMITTING
YOUR REQUEST. The Trust reserves the right to require a properly completed
Application before making payment for shares redeemed.

The price at which your redemption order will be executed is the net asset
value next determined after proper redemption instructions are received. See
"Net Asset Value." Because the redemption price you receive depends upon that
Fund's net asset value per share at the time of redemption, it may be more or
less than the price you originally paid for the shares and may result in a
realized capital gain or loss. In the case of Small Cap Fund or International
Emerging Fund, the Fund charges a 2% redemption fee on shares redeemed
(including by exchange) within six months after purchase (other than by
reinvestment of dividends or distributions), determined on a first-in, first-
out basis.

The Trust will generally mail payment for shares redeemed within seven days
after proper instructions are received. If you attempt to redeem shares within
15 days after they have been purchased by check or electronic transfer, the
Trust may delay payment of the redemption proceeds to you until it can verify
that payment for the purchase of those shares has been (or will be) collected.
To reduce such delays, the Trust recommends that your purchase be made by
Federal funds wire through your bank. If you so request, the proceeds of your
redemption may be paid by wire, but the cost of the wire (currently $5) will
be deducted from the redemption proceeds.

Neither the Trust, its transfer agent, nor their respective officers,
trustees, directors, employees, or agents will be responsible for the
authenticity of instructions provided under the Special Redemption Privileges,
nor for any loss, liability, cost or expense for acting upon instructions
furnished thereunder if they reasonably believe that such instructions are
genuine. The Funds employ procedures reasonably designed to confirm that
instructions communicated by telephone under any Special Redemption Privilege
are genuine. Use of any Special

26
<PAGE>

Redemption Privilege authorizes the Funds and their transfer agent to tape-
record all instructions to redeem. In addition, callers are asked to identify
the account number and registration, and may be required to provide other
forms of identification. Written confirmations of transactions are mailed
promptly to the registered address; a legend on the confirmation requests the
shareholder to review the transactions and inform the Fund immediately if
there is a problem. If a Fund does not follow reasonable procedures for
protecting shareholders against loss on telephone transactions, it may be
liable for any losses due to unauthorized or fraudulent instructions.

The Trust reserves the right at any time without prior notice to suspend,
limit, modify or terminate any privilege or its use in any manner by any
person or class. The Trust also reserves the right to redeem shares in any
account and send the proceeds to the owner if the shares in the account do not
have a value of at least $1,000. A shareholder would be notified that the
account is below the minimum and allowed 30 days to bring the account value up
to the minimum.

Shares in any account you maintain with a Fund may be redeemed to the extent
necessary to reimburse a Fund for any loss it sustains that is caused by you
(such as losses from uncollected checks and electronic transfers or any Fund
liability under the Internal Revenue Code provisions on backup withholding
relating to your account).

SHAREHOLDER SERVICES

REPORTING TO SHAREHOLDERS. You will receive a confirmation statement
reflecting each of your purchases and redemptions of shares of a Fund, as well
as periodic statements detailing distributions made by that Fund. In addition,
the Trust will send you quarterly and annual reports showing Fund portfolio
holdings and will provide you annually with tax information.

IRA PLAN. The Trust has a master individual retirement account (IRA) plan
that allows you to invest on a tax-sheltered basis in the Funds or Oakmark
Units of the Government Portfolio of Goldman, Sachs Money Market Trust. The
plan also permits you to "roll over" or transfer to your Oakmark IRA a lump
sum distribution from a qualified pension or profit-sharing plan, thereby
postponing federal income tax on the distribution. If your employer has a
Simplified Employee Pension Plan (SEP), you may establish an IRA with the Fund
to which your employer may contribute, subject to special rules designed to
avoid discrimination.

SPECIAL WAYS TO INVEST OR REDEEM. In addition to the ways to purchase or
redeem shares described above, the New Account

27
<PAGE>

Purchase Application offers you the following additional investment and
redemption options:

AUTOMATIC INVESTMENTS--purchase Fund shares each month with payment by
electronic transfer from your bank account ($1,000 minimum initial investment;
$100-50,000 per monthly transaction).

TELEPHONE INVESTMENTS--purchase shares in an established Fund account with
an established electronic transfer privilege by placing a telephone order and
paying for them by electronic transfer from your bank account ($100-50,000 per
transaction).

AUTOMATIC EXCHANGE--automatically exchange (monthly, quarterly or annually)
a fixed dollar amount among any of the Funds of the Trust and Oakmark Units
($100-50,000 per transaction), subject to the applicable minimum investment
requirements.

SYSTEMATIC WITHDRAWALS--redeem a fixed dollar amount each month or quarter
and have the proceeds sent by check to you or deposited by electronic transfer
into your bank account (up to $50,000 per transaction).

You may establish any of these privileges by completing the Share Purchase
Application. If you have an established Fund account and want to add one of
these privileges, please call the Trust at 1-800-OAKMARK to obtain the
necessary form.

NET ASSET VALUE

The price per share for a purchase order or redemption request is the net
asset value next determined after receipt of the order.

The net asset value of a share of each Fund is determined by the Fund's
custodian, State Street Bank and Trust Company, as of the close of regular
session trading on the New York Stock Exchange (currently 4:00 p.m., Eastern
time) on any day on which that exchange is open for trading by dividing the
market value of that Fund's assets, less its liabilities, by the number of
shares outstanding. Trading in the portfolio securities of International Fund
or International Emerging Fund (and in any securities of non-U.S. issuers held
by any other Fund) takes place in various markets on days and at times other
than when the New York Stock Exchange is open for trading. Therefore, the
calculation of net asset value does not take place at the same time as the
prices of many of those portfolio securities are determined and the value of
the Funds' portfolios may change on days when the Funds are not open for
business and their shares may not be purchased or redeemed.

28
<PAGE>

Price information can be obtained by calling the 24-Hour Net Asset Value
Hotline, 1-800-GROWOAK (1-800-476-9625).

DISTRIBUTIONS

Each Fund distributes to shareholders at least annually substantially all
net investment income and any net capital gains realized from sales of the
Fund's portfolio securities. All of your income dividends and capital gain
distributions will be reinvested in additional shares unless you elect to have
distributions paid by check. If any check from a Fund mailed to you is
returned as undeliverable or is not presented for payment within six months,
the Trust reserves the right to reinvest the check proceeds and future
distributions in additional Fund shares.

TAXES

Dividends from investment income and net short-term capital gains are
taxable as ordinary income. Distributions of long-term capital gains are
taxable as long-term capital gains regardless of the length of time you have
held your Fund shares. Distributions will be taxable to you whether received
in cash or reinvested in Fund shares.

You will be advised annually as to the source of your distributions for tax
purposes. If you are not subject to income taxation, you will not be required
to pay tax on amounts distributed to you.

If you purchase shares shortly before a record date for a distribution you
will, in effect, receive a return of a portion of your investment, but the
distribution will be taxable to you even if the net asset value of your shares
is reduced below your cost. However, for federal income tax purposes your
original cost would continue as your tax basis. If you redeem shares within
six months, any loss on the sale of those shares would be long-term capital
loss to the extent of any distributions of long-term capital gain that you
have received on those shares.

Investment income received by a Fund from sources within foreign countries
may be subject to foreign income taxes withheld at the source. If a Fund pays
nonrefundable taxes to foreign governments during the year, the taxes will
reduce that Fund's dividends but will still be included in your taxable
income. However, you may be able to claim an offsetting credit or deduction on
your tax return for your share of foreign taxes paid by the Fund.

If (a) you fail to (i) furnish your properly certified social security or
other tax identification number or (ii) certify that your tax identification

29
<PAGE>

number is correct or that you are not subject to backup withholding due to the
underreporting of certain income, or (b) the Internal Revenue Service informs
the Trust that your tax identification number is incorrect, the Trust may be
required to withhold Federal income tax at a rate of 31% ("backup
withholding") from certain payments (including redemption proceeds) to you.
These certifications are contained in the New Account Purchase Application
that you should complete and return when you open an account. The Fund must
promptly pay to the IRS all amounts withheld. Therefore, it is usually not
possible for the Fund to reimburse you for amounts withheld. You may claim the
amount withheld as a credit on your Federal income tax return.

This discussion of U.S. and foreign taxation applies only to U.S.
shareholders and is not intended to be a full discussion of income tax laws
and their effect. You may wish to consult your own tax adviser.

MANAGEMENT OF THE FUNDS

The board of trustees of the Trust has overall responsibility for the
conduct of the affairs of the Funds and the Trust. The trustees serve
indefinite terms of unlimited duration. The trustees appoint their own
successors, provided that at least two-thirds of the trustees, after such
appointment, have been elected by shareholders. Shareholders may remove a
trustee, with or without cause, upon the declaration in writing or vote of
two-thirds of the Trust's outstanding shares. A trustee may be removed with or
without cause upon the written declaration of a majority of the trustees.

The Funds' investments and business affairs are managed by the Adviser,
Harris Associates L.P. The Adviser also serves as investment adviser to
individuals, trusts, retirement plans, endowments and foundations, and manages
numerous private partnerships.

The Adviser was organized in 1995 to succeed to the business of a previous
limited partnership, also named Harris Associates L.P. (the "Former Adviser"),
that, together with its predecessor, had advised and managed mutual funds
since 1970. The Adviser, a limited partnership, is managed by its general
partner, Harris Associates, Inc. ("HAI"), a wholly-owned subsidiary of New
England Investment Companies, L.P. ("NEIC"). NEIC owns all of the limited
partnership interests in the Adviser. NEIC is a publicly traded limited
partnership that owns investment management firms and that is a subsidiary of
New England Mutual Life Insurance Company ("NEML"). NEML has agreed to merge
into Metropolitan Life Insurance Company ("MLI") in a transaction that is
expected to be completed in the spring of 1996 but that is subject to

30
<PAGE>

various regulatory approvals and approval by policyholders of the respective
companies. Upon completion of the merger NEIC will become a subsidiary of MLI.

Subject to the overall authority of the board of trustees, the Adviser
furnishes continuous investment supervision and management to the Funds and
also furnishes office space, equipment and management personnel.

For its services as investment adviser the Adviser receives from each Fund a
monthly fee based on that Fund's net assets at the end of the preceding month.
The annual rates of fees as a percentage of each Fund's net assets are as
follows:

<TABLE>
<CAPTION>
FUND FEE
---------------------------- -----------------------------------------------
<C> <S>
Balanced.................... .75%
Oakmark..................... 1% up to $2.5 billion; .95% on the next $1.25
billion; .90% on the next $1.25 billion; and
.85% on net assets in excess of $5 billion
International............... 1% up to $2.5 billion; .95% on the next $2.5
billion; and .90% on net assets in excess of $5
billion
Small Cap and International 1.25%
Emerging...................
</TABLE>

These rates of fees are higher than those paid by most mutual funds. The
advisory agreement for each Fund provides that the total annual expenses of
the Fund, exclusive of taxes, interest, extraordinary litigation expenses and
brokers' commissions and other charges relating to the purchase or sale of
securities but including fees paid to the Adviser, shall not exceed the
limits, if any, prescribed by any state in which shares of that Fund are
qualified for sale. The Adviser has agreed to reimburse each Fund for any such
expenses in excess of such limits by an offset to the monthly advisory fee.
The Trust believes that the most restrictive expense limitation of any state
is 2.5% of the first $30 million of a Fund's average net assets, 2% of the
next $70 million and 1.5% thereafter. In addition, the Adviser has voluntarily
agreed to reimburse each of Small Cap Fund, Balanced Fund and International
Emerging Fund to the extent that the Fund's annual ordinary operating expenses
exceed 2.5% of its average net assets through October 31, 1996, subject to
earlier termination by the Adviser on 30 days' notice to the Fund.

The Trust uses "Harris Associates" in its name and "Oakmark" in the names of
the Funds by license from the Adviser and would be required to stop using
those names if Harris Associates ceased to be the Adviser. The Adviser has the
right to use the names for another enterprise, including another investment
company.

31
<PAGE>

The investment objective and policies of Oakmark Fund were developed by the
Adviser and by Robert J. Sanborn, C.F.A., the Fund's portfolio manager. Mr.
Sanborn joined the Adviser as a portfolio manager and analyst in 1988. Prior
thereto, he had been a portfolio manager/analyst with The State Teachers
Retirement System of Ohio. Mr. Sanborn holds an M.B.A. in Finance from the
University of Chicago (1983) and a B.A. in Economics from Dartmouth College
(1980).

The investment objective and policies of Small Cap Fund were developed by
the Adviser and by Steven J. Reid, C.F.A., the Fund's portfolio manager. Mr.
Reid joined the Adviser as an accountant in 1980 and has been an investment
analyst since 1985. He holds a B.A. in Business from Roosevelt University
(1979).

The investment objective and policies of Balanced Fund were developed by the
Adviser and by Clyde S. McGregor, C.F.A., the Fund's portfolio manager. Mr.
McGregor joined the Adviser as an analyst in 1981 and began managing
portfolios in 1986. He holds an M.B.A. in Finance from the University of
Wisconsin--Madison (1977) and a B.A. in Economics and Religion from Oberlin
College (1974).

The investment objective and policies of International Fund were developed
by the Adviser and by David G. Herro, C.F.A., the Fund's portfolio manager.
The Fund is co-managed by Michael J. Welsh, C.P.A. Mr. Herro joined the
Adviser in 1992 as a portfolio manager and analyst. Previously, he had been an
international portfolio manager for the State of Wisconsin Investment Board
and The Principal Financial Group. Mr. Herro holds an M.A. in Economics from
the University of Wisconsin--Milwaukee (1986) and a B.S. in Business and
Economics from the University of Wisconsin--Platteville (1985). Mr. Welsh
joined the adviser as an international analyst in 1992. Previously he had been
a senior associate, valuation services, with Coopers & Lybrand. Mr. Welsh
holds an M.M. in Finance from Northwestern University (1993) and a B.S. in
Business and Accounting from the University of Kansas (1985).

The investment objective and policies of International Emerging Fund were
developed by the Adviser and by David G. Herro, the Fund's portfolio manager.
The Fund is co-managed by Adam Schor, C.F.A. Mr. Schor joined the Adviser as
an international analyst in 1993. Previously he had been an analyst with
American Family Insurance Group and the State of Wisconsin Investment Board.
Mr. Schor holds an M.S. in Finance from the University of Wisconsin--Madison
(1993) and a B.S. in Journalism and Economics from Northwestern University
(1986).

32
<PAGE>

Brokerage transactions for the Funds may be executed through Harris
Associates Securities L.P., a registered broker-dealer and an affiliate of the
Adviser.

TRUSTEES AND OFFICERS

The trustees and officers of the Trust and their principal business
activities during the past five years are:

<TABLE>
<CAPTION>
NAME, POSITION(S)
WITH TRUST
AND AGE AT DECEMBER 31, 1995 PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS#
---------------------------- -------------------------------------------------
<C> <S>
VICTOR A. MORGENSTERN* President, HAI, since 1992 and Vice President
Trustee and President, 53 prior thereto
MICHAEL J. FRIDUSS Principal, MJ Friduss & Associates (telecommuni-
Trustee, 53 cations consultants), since 1993; Vice Presi-
dent--Customer Service and Information Technolo-
gy, Ameritech Corporation (telecommunications),
1992-1993; Vice President--Customer Sales and
Service, Michigan Bell Telephone Company, prior
thereto
THOMAS H. HAYDEN Executive Vice President and director, Bozell
Trustee, 44 Worldwide, Inc. (advertising and public rela-
tions), since 1992, and Senior Vice President,
prior thereto
CHRISTINE M. MAKI Vice President--Tax, Hyatt Corporation (hotel
Trustee, 35 management) since 1995; Tax Manager, Coopers &
Lybrand (independent accountants), prior thereto
ALLAN J. REICH Senior Partner and Chair of Corporate/Securities
Trustee, 47 Practice Group, D'Ancona & Pflaum (attorneys),
since 1993; Senior Partner, McDermott, Will & Em-
ery (attorneys), prior thereto
MARV R. ROTTER General Manager, Rotter & Associates (financial
TRUSTEE, 49 services)
BURTON W. RUDER President, The Academy Group (investments and
Trustee, 52 consulting)
PETER S. VOSS* Chairman and Chief Executive Officer, New England
Trustee, 49 Investment Companies, Inc. and New England In-
vestment Companies, L.P., since 1992; Group Exec-
utive Vice President, Bank of America, N.A.,
1992; Executive Vice President, Security Pacific
Bank, prior thereto
GARY N. WILNER, M.D. Senior Attending Physician, Evanston Hospital,
Trustee, 55 and Medical Director--CardioPulmonary Wellness
Program, Evanston Hospital Corporation
ROBERT J. SANBORN Portfolio Manager and Analyst, HALP
Executive Vice President
and Portfolio Manager
(Oakmark Fund), 37
</TABLE>

33
<PAGE>

<TABLE>
<CAPTION>
NAME, POSITION(S)
WITH TRUST PRINCIPAL OCCUPATION(S) DURING PAST FIVE
AND AGE AT DECEMBER 31, 1995 YEARS#
--------------------------------- --------------------------------------------
<C> <S>
DAVID G. HERRO Portfolio Manager and Analyst, HALP, since
Vice President and Portfolio 1992; Portfolio Manager--International Equi-
Manager (International Fund and ties, State of Wisconsin Investment Board,
International Emerging Fund), 35 prior thereto
CLYDE S. MCGREGOR Portfolio Manager and Analyst, HALP
Vice President and Portfolio
Manager (Balanced Fund), 43
STEVEN J. REID Portfolio Manager and Analyst, HALP
Vice President and Portfolio
Manager (Small Cap Fund), 39
ADAM SCHOR Portfolio Manager and Analyst, HALP, since
Assistant Vice President and Co- 1993; Analyst, American Family Insurance
portfolio Manager (International Group, 1992-1993; Analyst, State of Wiscon-
Emerging Fund), 31 sin Investment Board, prior thereto
MICHAEL J. WELSH Portfolio Manager and Analyst, HALP, since
Assistant Vice President 1992; Senior Associate, Valuation Services,
and Co-portfolio Manager Coopers & Lybrand, prior thereto
(International Fund), 32
LAUREN B. PITALIS Director of Mutual Fund Operations, HALP,
Vice President-Shareholder since 1992; Manager of Distribution Servic-
Operations and Assistant es, Mesirow Financial, Inc., prior thereto
Secretary, 35
ANITA M. NAGLER Vice President, HAI, since 1994; General
Secretary, 39 Counsel, HALP, since 1993; Associate Re-
gional Administrator--Enforcement, Securi-
ties and Exchange Commission, prior thereto
DONALD TERAO Secretary and Treasurer, HAI, since 1995;
Treasurer, 46 Controller, HALP, prior thereto
KRISTI L. ROWSELL Tax and Accounting Manager, HALP, since
Assistant Treasurer, 29 1995; Vice President and Treasurer, Calamos
Asset Management, Inc., 1992-1995; Senior
Tax Specialist, KPMG Peat Marwick, prior
thereto
</TABLE>
- ----------------
#As used in this table, from and after September 29, 1995 "HALP" and "HAI"
refer to the Adviser and the general partner of the Adviser, respectively,
and prior to that date those terms refer to the Former Adviser and the
general partner of the Former Adviser, respectively.
*Messrs. Morgenstern and Voss are trustees who are "interested persons" (as
defined in the Investment Company Act) of the Trust by virtue of their
relationships with HALP.

PERFORMANCE INFORMATION

34
<PAGE>

shares acquired through reinvestment of all dividends and capital gains
distributions. "Average Annual Total Return" is the average annual compound
rate of change in value represented by the Total Return for the period. All of
these calculations assume the reinvestment of dividends and distributions in
additional shares of the Fund. Income taxes are not taken into account.

In advertising and sales literature, a Fund's performance may be compared to
market indexes and to the performance of other mutual funds. A Fund may also
publicize its comparative performance as computed in rankings or ratings
determined by independent services or publications including Lipper Analytical
Services, Inc., Morningstar, Inc. and others.

The performance of a Fund is a function of conditions in the securities
markets, portfolio management and operating expenses, and past results are not
necessarily indicative of future results. See "Investment Objectives" and
"Investment Restrictions." Performance information supplied by a Fund may not
provide a basis for comparison with other investments using different
reinvestment assumptions or time periods.

OTHER INFORMATION

The Funds are series of Harris Associates Investment Trust (the "Trust"), an
open-end, diversified management investment company. The Trust is a
Massachusetts business trust organized under an Agreement and Declaration of
Trust ("Declaration of Trust") dated February 1, 1991, which provides that
each shareholder shall be deemed to have agreed to be bound by the terms
thereof. The Declaration of Trust may be amended by a vote of either the
Trust's shareholders or its trustees. The Trust may issue an unlimited number
of shares, in one or more series, each with its own investment objective,
policies and restrictions, as the board of trustees may authorize. Any such
series of shares may be further divided, without shareholder approval, into
two or more classes of shares having such preferences or special or relative
rights or privileges as the trustees may determine. The Funds' shares are not
currently divided into classes. The Funds are the only series of the Trust
currently being offered. All shares issued will be fully paid and non-
assessable and will have no preemptive or conversion rights.

Each share of a series is entitled to participate pro rata in any dividends
and other distributions declared by the board of trustees with respect to that
series, and all shares of a series have equal rights in the event of
liquidation of that series.

35
<PAGE>

Each share is entitled to one vote on each matter presented to shareholders.
As a business trust, the Trust is not required to hold annual shareholder
meetings. However, special meetings may be called for purposes such as
electing or removing trustees, changing fundamental policies, or approving an
investment advisory contract. On any matter submitted to a vote of
shareholders, shares are voted in the aggregate and not by individual series
except when required by the Investment Company Act of 1940 or other applicable
law, or when the board of trustees determines that the matter affects only the
interests of one or more series, in which case shareholders of the unaffected
series are not entitled to vote on such matters. All shares of the Trust are
voted together in the election of trustees.

Inquiries regarding the Funds should be directed to the Trust at its address
or telephone number shown on the inside back cover.

36
<PAGE>

INVESTMENT ADVISER
Harris Associates L.P.

ADDRESS OF TRUST AND ADVISER
Two North LaSalle Street
Chicago, Illinois 60602-3790
1-800-OAKMARK
(1-800-625-6275)

24-HOUR NAV HOTLINE
1-800-GROWOAK
(1-800-476-9625)

TRANSFER AGENT, DIVIDEND
DISBURSING AGENT & CUSTODIAN
State Street Bank and Trust Company
Attention: Oakmark Funds
P.O. Box 8510
Boston, Massachusetts 02266-8510
1-800-626-9392

AUDITORS
Arthur Andersen LLP
Chicago, Illinois

LEGAL COUNSEL
Bell, Boyd & Lloyd
Chicago, Illinois

37
<PAGE>

STATEMENT OF
ADDITIONAL INFORMATION
----------------------

MAY 1, 1996

THE OAKMARK FAMILY OF FUNDS
No-Load Funds

Two North La Salle Street
Chicago, Illinois 60602-3790
Telephone 1-800-OAKMARK
(1-800-625-6275)

This Statement of Additional Information relates to The Oakmark Fund ("Oakmark
Fund"), The Oakmark Small Cap Fund ("Small Cap Fund"), The Oakmark Balanced Fund
("Balanced Fund"), The Oakmark International Fund ("International Fund") and The
Oakmark International Emerging Value Fund ("International Emerging Fund"), each
a series of Harris Associates Investment Trust (the "Trust"). It is not a
prospectus but provides information that should be read in conjunction with the
Funds' prospectus dated the same date as this Statement of Additional
Information and any supplement thereto. The prospectus may be obtained from the
Funds at no charge by writing or telephoning the Funds at their address or
telephone number shown above.

- -------------------------------------------------------------------------------
TABLE OF CONTENTS

THE FUNDS.......................................................... 2
INVESTMENT RESTRICTIONS............................................ 2
HOW THE FUNDS INVEST............................................... 5
PERFORMANCE INFORMATION............................................ 10
INVESTMENT ADVISER................................................. 13
TRUSTEES AND OFFICERS.............................................. 14
PRINCIPAL SHAREHOLDERS............................................. 16
PURCHASING AND REDEEMING SHARES.................................... 16
ADDITIONAL TAX INFORMATION......................................... 17
TAXATION OF FOREIGN SHAREHOLDERS................................... 18
PORTFOLIO TRANSACTIONS............................................. 18
DECLARATION OF TRUST............................................... 21
CUSTODIAN.......................................................... 21
INDEPENDENT PUBLIC ACCOUNTANTS..................................... 21
FINANCIAL STATEMENTS............................................... 21
APPENDIX -- BOND RATINGS........................................... 22

- --------------------------------------------------------------------------------
<PAGE>

THE FUNDS

Oakmark Fund seeks long-term capital appreciation by investing primarily in
equity securities.

Small Cap Fund seeks long-term capital appreciation by investing primarily
in equity securities of companies with small market capitalizations.

Balanced Fund seeks high current income with regard for both preservation
and growth of capital by investing in a diversified portfolio of equity and
fixed-income securities.

International Fund seeks long-term capital appreciation by investing
primarily in equity securities of non-U.S. issuers.

International Emerging Fund seeks long-term capital appreciation by
investing primarily in equity securities of non-U.S. issuers that have small
market capitalizations or that are located in emerging markets.

INVESTMENT RESTRICTIONS

In pursuing their respective investment objectives no Fund will:

1. In regard to 75% of its assets, invest more than 5% of its assets
(valued at the time of investment) in securities of any one issuer, except in
U.S. government obligations;

2. Acquire securities of any one issuer which at the time of investment
(a) represent more than 10% of the voting securities of the issuer or (b) have a
value greater than 10% of the value of the outstanding securities of the issuer;

3. Invest more than 25% of its assets (valued at the time of investment)
in securities of companies in any one industry, except that this restriction
does not apply to investments in U.S. government obligations;

4. Borrow money except from banks for temporary or emergency purposes in
amounts not exceeding 10% of the value of the Fund's assets at the time of
borrowing [the Fund will not purchase additional securities when its borrowings,
less receivables from portfolio securities sold, exceed 5% of the value of the
Fund's total assets];

5. Issue any senior security except in connection with permitted
borrowings;

6. Underwrite the distribution of securities of other issuers; however the
Fund may acquire "restricted" securities which, in the event of a resale, might
be required to be registered under the Securities Act of 1933 on the ground that
the Fund could be regarded as an underwriter as defined by that act with respect
to such resale;/1/

- ---------------------------
/1/ In addition, each Fund must comply with certain state regulations that may
impose additional restrictions. Arkansas and Ohio regulations currently
prohibit investment of more than 10% of the Fund's assets in restricted
securities. See restriction 11.

2
<PAGE>

7. Make loans, but this restriction shall not prevent the Fund from (a)
investing in debt obligations, (b) investing in repurchase agreements,/2/ or
(c) [Funds other than Oakmark Fund] lending its portfolio securities [the Fund
will not lend securities having a value in excess of 33-1/3% of its assets
(valued at the time of any loan)];

8. Purchase and sell real estate or interests in real estate, although it
may invest in marketable securities of enterprises which invest in real estate
or interests in real estate;/3/

9. Purchase and sell commodities or commodity contracts, except that it
may enter into forward foreign currency contracts;

10. Acquire securities of other investment companies except (a) by
purchase in the open market, where no commission or profit to a sponsor or
dealer results from such purchase other than the customary broker's commission
or (b) where the acquisition results from a dividend or a merger, consolidation
or other reorganization;/4/

11. Invest more than (a) 5% of its total assets (valued at the time of
investment) in securities of issuers (other than issuers of federal agency
obligations or securities issued or guaranteed by any foreign country or asset-
backed securities) that, together with any predecessors or unconditional
guarantors, have been in continuous operation for less than three years
("unseasoned issuers") or (b) more than 15% of its total assets (valued at time
of investment) in restricted securities and securities of unseasoned
issuers;/5/

12. Pledge, mortgage or hypothecate its assets, except for temporary or
emergency purposes and then to an extent not greater than 15% of its assets at
cost;

13. Make margin purchases or participate in a joint or on a joint or
several basis in any trading account in securities;

- -------------------------
/2/ A repurchase agreement involves a sale of securities to a Fund with the
concurrent agreement of the seller (bank or securities dealer) to
repurchase the securities at the same price plus an amount equal to an
agreed-upon interest rate within a specified time. In the event of a
bankruptcy or other default of a seller of a repurchase agreement, the Fund
could experience both delays in liquidating the underlying securities and
losses. No Fund may invest more than 15% of its net assets in repurchase
agreements maturing in more than seven days and other illiquid securities.

/3/ As long as shares of the Fund are qualified for sale in Texas, the Trust
will interpret "real estate" as including limited partnership interests,
but excluding readily marketable securities, including publicly traded
partnerships, of companies that invest in real estate.

/4/ In addition to this investment restriction, the Investment Company Act of
1940 provides that a Fund may neither purchase more than 3% of the voting
securities of any one investment company nor invest more than 10% of the
Fund's assets (valued at the time of investment) in all investment company
securities purchased by the Fund. In order to comply with California law,
each Fund has undertaken that it will not acquire or retain securities of
any open-end investment company. Investment in the shares of another
investment company would require the Fund to bear a portion of the
management and advisory fees paid by that investment company, which might
duplicate the fees paid by the Fund.

/5/ As long as it is required to do so by the Ohio Division of Securities, the
Trust will consider a security eligible for resale pursuant to Rule 144A
under the Securities Act of 1933 to be a restricted security.

3
<PAGE>

14. Invest in companies for the purpose of management or the exercise of
control;

15. Purchase or retain securities of a company if all of the directors and
officers of the Fund and of its investment adviser who individually own
beneficially more than 1/2% of the securities of the company collectively own
beneficially more than 5% of such securities;

16. Invest more than 15% of its net assets (valued at the time of
investment) in illiquid securities, including repurchase agreements maturing in
more than seven days;

17. Invest in oil, gas or other mineral leases or exploration or
development programs, although it may invest in marketable securities of
enterprises engaged in oil, gas or mineral exploration;

18. [Oakmark Fund, Small Cap Fund and Balanced Fund only] Invest more
than 2% of its net assets (valued at the time of investment) in warrants not
listed on the New York or American stock exchanges, valued at cost, nor more
than 5% of its net assets in all warrants, provided that warrants acquired in
units or attached to other securities shall be deemed to be without value for
purposes of this restriction; [International Fund and International Emerging
Fund only] Invest more than 10% of its net assets (valued at the time of
investment) in warrants valued at the lower of cost or market, provided that
warrants acquired in units or attached to securities shall be deemed to be
without value for purposes of this restriction;

19. [Oakmark Fund and Small Cap only] Invest more than 25% of its total
assets (valued at the time of investment) in securities of non-U.S. issuers
(other than securities represented by American Depositary Receipts) [Balanced
Fund only] Invest more than 10% of its total assets (valued at the time of
investment) in securities of non-U.S. issuers (other than securities represented
by American Depositary Receipts);/6/

20. Make short sales of securities unless the Fund owns at least an equal
amount of such securities, or owns securities that are convertible or
exchangeable, without payment of further consideration, into at least an equal
amount of such securities;

21. Invest in options, futures or options on futures, except that it may
invest in forward foreign currency contracts.

The first 10 restrictions listed above, except the bracketed portions, are
fundamental policies and may be changed only with the approval of the holders of
a "majority of the outstanding voting securities" of the respective Fund, which
is defined in the Investment Company Act of 1940 (the "1940 Act") as the lesser
of (i) 67% of the shares of the Fund present at a meeting if more than 50% of
the outstanding shares of the Fund are present in person or represented by proxy
or (ii) more than 50% of the outstanding shares of the Fund. Those restrictions
not designated as "fundamental," and a Fund's investment objective, may be
changed by the board of trustees without shareholder approval. A Fund's
investment objective will not be changed without at least 30 days' notice to
shareholders.

Notwithstanding the foregoing investment restrictions, a Fund may purchase
securities pursuant to the exercise of subscription rights, provided that such
purchase will not result in the Fund's ceasing to be a diversified investment
company. Japanese and European corporations frequently issue additional capital
stock by means of subscription rights offerings to existing

- --------------------------
/6/ Although securities represented by American Depositary Receipts ("ADRs")
are not subject to restriction 19, none of these Funds has any present
intention to invest more than the indicated percentage of its total assets
in ADRs and securities of foreign issuers.

4
<PAGE>

shareholders at a price substantially below the market price of the shares. The
failure to exercise such rights would result in a Fund's interest in the issuing
company being diluted. The market for such rights is not well developed in all
cases and, accordingly, a Fund may not always realize full value on the sale of
rights. The exception applies in cases where the limits set forth in the
investment restrictions would otherwise be exceeded by exercising rights or
would have already been exceeded as a result of fluctuations in the market value
of a Fund's portfolio securities with the result that the Fund would be forced
either to sell securities at a time when it might not otherwise have done so, or
to forego exercising the rights.

HOW THE FUNDS INVEST

SECURITIES OF NON-U.S. ISSUERS

International Fund and International Emerging Fund invest primarily in
securities of non-U.S. issuers, and the other Funds each may invest a minor
portion of their assets (up to 25% for Oakmark Fund and Small Cap Fund and up to
10% for Balanced Fund) in securities of non-U.S. issuers. International
investing permits an investor to take advantage of the growth in markets outside
the United States. Investing in securities of non-U.S. issuers may entail a
greater degree of risk (including risks relating to exchange rate fluctuations,
tax provisions, or expropriation of assets) than does investment in securities
of domestic issuers. The Funds may invest in securities of non-U.S. issuers
directly or in the form of American Depositary Receipts (ADRs), European
Depositary Receipts (EDRs), Global Depositary Receipts (GDRs), or other
securities representing underlying shares of foreign issuers. Positions in these
securities are not necessarily denominated in the same currency as the common
stocks into which they may be converted. ADRs are receipts typically issued by
an American bank or trust company and trading in U.S. markets evidencing
ownership of the underlying securities. EDRs are European receipts evidencing a
similar arrangement. Generally ADRs, in registered form, are designed for use in
the U.S. securities markets and EDRs, in bearer form, are designed for use in
European securities markets. GDRs are receipts that may trade in U.S. or non-
U.S. markets. The Funds may invest in both "sponsored" and "unsponsored" ADRs,
EDRs or GDRs. In a sponsored depositary receipt, the issuer typically pays some
or all of the expenses of the depository and agrees to provide its regular
shareholder communications to depositary receipt holders. An unsponsored
depositary receipt is created independently of the issuer of the underlying
security. The depositary receipt holders generally pay the expenses of the
depository and do not have an undertaking from the issuer of the underlying
security to furnish shareholder communications.

With respect to portfolio securities of non-U.S. issuers or denominated in
foreign currencies, a Fund's investment performance is affected by the strength
or weakness of the U.S. dollar against these currencies. For example, if the
dollar falls in value relative to the Japanese yen, the dollar value of a yen-
denominated stock held in the portfolio will rise even though the price of the
stock remains unchanged. Conversely, if the dollar rises in value relative to
the yen, the dollar value of the yen-denominated stock will fall. See discussion
of transaction hedging and portfolio hedging under "Currency Exchange
Transactions."

You should understand and consider carefully the risks involved in
international investing. Investing in securities of non-U.S. issuers, positions
in which are generally denominated in foreign currencies, and utilization of
forward foreign currency exchange contracts involve certain considerations
comprising both risks and opportunities not typically associated with investing
in U.S. securities. These considerations include: fluctuations in exchange rates
of foreign currencies; possible imposition of exchange control regulation or
currency restrictions that would prevent cash from being brought back to the
United States; less public information with respect to issuers of securities;
less governmental supervision of stock exchanges, securities brokers, and
issuers of securities; different accounting, auditing and financial reporting
standards; different

5
<PAGE>

settlement periods and trading practices; less liquidity and frequently greater
price volatility in foreign markets than in the United States; imposition of
foreign taxes; and sometimes less advantageous legal, operational and financial
protections applicable to foreign subcustodial arrangements.

Although the Funds try to invest in companies and governments of countries
having stable political environments, there is the possibility of expropriation
of assets, confiscatory taxation, seizure or nationalization of foreign bank
deposits or other assets, establishment of exchange controls, the adoption of
foreign government restrictions, or other adverse, political, social or
diplomatic developments that could affect investment in these nations.

Privatizations. Some governments have been engaged in programs of selling
part or all of their stakes in government owned or controlled enterprises
("privatizations"). The adviser believes that privatizations may offer
opportunities for significant capital appreciation, and intends to invest assets
of International Fund and International Emerging Fund in privatizations in
appropriate circumstances. In certain of those markets, the ability of foreign
entities such as International Fund and International Emerging Fund to
participate in privatizations may be limited by local law, and/or the terms on
which such Funds may be permitted to participate may be less advantageous than
those afforded local investors. There can be no assurance that governments will
continue to sell companies currently owned or controlled by them or that
privatization programs will be successful.

Currency Exchange Transactions. Each Fund may enter into currency exchange
transactions either on a spot (i.e., cash) basis at the spot rate for purchasing
or selling currency prevailing in the foreign exchange market or through a
forward currency exchange contract ("forward contract"). A forward contract is
an agreement to purchase or sell a specified currency at a specified future date
(or within a specified time period) and price set at the time of the contract.
Forward contracts are usually entered into with banks and broker-dealers, are
not exchange-traded and are usually for less than one year, but may be renewed.

If a Fund enters into a forward contract hedging an anticipated purchase of
portfolio securities, liquid assets of the Fund, such as cash, U.S. government
securities or other liquid high grade debt obligations, having a value at least
as great as the commitment under the forward contract will be segregated on the
books of the Fund and held by the Fund's custodian while the contract is
outstanding.

At the maturity of a forward contract to deliver a particular currency, a
Fund may either sell the portfolio security related to such contract and make
delivery of the currency, or it may retain the security and either acquire the
currency on the spot market or terminate its contractual obligation to deliver
the currency by purchasing an offsetting contract with the same currency trader
obligating it to purchase on the same maturity date the same amount of the
currency.

6
<PAGE>

It is impossible to forecast with absolute precision the market value of
portfolio securities at the expiration of a forward contract. Accordingly, it
may be necessary for a Fund to purchase additional currency on the spot market
(and bear the expense of such purchase) if the market value of the security is
less than the amount of currency the Fund is obligated to deliver and if a
decision is made to sell the security and make delivery of the currency.
Conversely, it may be necessary to sell on the spot market some of the currency
received upon the sale of the portfolio security if its market value exceeds the
amount of currency the Fund is obligated to deliver.

If the Fund retains the portfolio security and engages in an offsetting
transaction, the Fund will incur a gain or a loss to the extent that there has
been movement in forward contract prices. If the Fund engages in an offsetting
transaction, it may subsequently enter into a new forward contract to sell the
currency. Should forward prices decline during the period between the Fund's
entering into a forward contract for the sale of a currency and the date it
enters into an offsetting contract for the purchase of the currency, the Fund
will realize a gain to the extent the price of the currency it has agreed to
sell exceeds the price of the currency it has agreed to purchase. Should
forward prices increase, the Fund will suffer a loss to the extent the price of
the currency it has agreed to purchase exceeds the price of the currency it has
agreed to sell. A default on the contract would deprive the Fund of unrealized
profits or force the Fund to cover its commitments for purchase or sale of
currency, if any, at the current market price.

Hedging against a decline in the value of a currency does not eliminate
fluctuations in the prices of portfolio securities or prevent losses if the
prices of such securities decline. Such transactions also preclude the
opportunity for gain if the value of the hedged currency should rise. Moreover,
it may not be possible for the Fund to hedge against a devaluation that is so
generally anticipated that the Fund is not able to contract to sell the currency
at a price above the devaluation level it anticipates. The cost to the Fund of
engaging in currency exchange transactions varies with such factors as the
currency involved, the length of the contract period, and prevailing market
conditions. Since currency exchange transactions are usually conducted on a
principal basis, no fees or commissions are involved.

DEBT SECURITIES

Each Fund may invest in debt securities, including lower-rated securities
(i.e., securities rated BB or lower by Standard & Poor's Corporation ("S&P") or
Ba or lower by Moody's Investor Services, Inc. ("Moody's"), commonly called
"junk bonds") and securities that are not rated. There are no restrictions as
to the ratings of debt securities acquired by a Fund or the portion of a Fund's
assets that may be invested in debt securities in a particular ratings category,
except that International Fund and International Emerging Fund will not invest
more than 10% of their respective total assets in securities rated below
investment grade, Balanced Fund will not invest more than 20% of its total
assets in such securities, and each of the other Funds will not invest more than
25% of its total assets in such securities.

Securities rated BBB or Baa are considered to be medium grade and to have
speculative characteristics. Lower-rated debt securities are predominantly
speculative with respect to the issuer's capacity to pay interest and repay
principal. Investment in medium- or lower-quality debt securities involves
greater investment risk, including the possibility of issuer default or
bankruptcy. An economic downturn could severely disrupt the market for such
securities and adversely affect the value of such securities. In addition,
lower-quality bonds are less sensitive to interest rate changes than higher-
quality instruments and generally are more sensitive to adverse economic changes
or individual corporate developments. During a period of adverse economic
changes, including a period of rising interest rates, issuers of such bonds may
experience difficulty in servicing their principal and interest payment
obligations.

7
<PAGE>

Medium- and lower-quality debt securities may be less marketable than
higher-quality debt securities because the market for them is less broad. The
market for unrated debt securities is even narrower. During periods of thin
trading in these markets, the spread between bid and asked prices is likely to
increase significantly, and a Fund may have greater difficulty selling its
portfolio securities. See "Net Asset Value." The market value of these
securities and their liquidity may be affected by adverse publicity and investor
perceptions.

A description of the characteristics of bonds in each ratings category is
included in the appendix to this statement of additional information.

WHEN-ISSUED AND DELAYED-DELIVERY SECURITIES

Each Fund may purchase securities on a when-issued or delayed-delivery
basis. Although the payment and interest terms of these securities are
established at the time a Fund enters into the commitment, the securities may be
delivered and paid for a month or more after the date of purchase, when their
value may have changed. A Fund makes such commitments only with the intention
of actually acquiring the securities, but may sell the securities before
settlement date if the adviser deems it advisable for investment reasons. A
Fund may utilize spot and forward foreign currency exchange transactions to
reduce the risk inherent in fluctuations in the exchange rate between one
currency and another when securities are purchased or sold on a when-issued or
delayed-delivered basis.

At the time a Fund enters into a binding obligation to purchase securities
on a when-issued basis, liquid assets of the Fund having a value at least as
great as the purchase price of the securities to be purchased will be segregated
on the books of the Fund and held by the custodian throughout the period of the
obligation. The use of these investment strategies, as well as any borrowing by
a Fund, may increase net asset value fluctuation.

ILLIQUID SECURITIES

No Fund may invest in illiquid securities, if as a result such securities
would comprise more than 15% of the value of the Fund's assets. In addition the
Funds must comply with certain state regulations that may impose more
restrictive limitations.

If through the appreciation of illiquid securities or the depreciation of
liquid securities, the Fund should be in a position where more than 15% of the
value of its net assets are invested in illiquid assets, including restricted
securities, the Fund will take appropriate steps to protect liquidity.

Illiquid securities may include restricted securities, which may be sold
only in privately negotiated transactions or in a public offering with respect
to which a registration statement is in effect under the Securities Act of 1933
(the "1933 Act"). Where a Fund holds restricted securities and registration is
required, the Fund may be obligated to pay all or part of the registration
expenses and a considerable period may elapse between the time of the decision
to sell and the time the Fund may be permitted to sell a security under an
effective registration statement. If, during such a period, adverse market
conditions were to develop, the Fund might obtain a less favorable price than
prevailed when it decided to sell. Restricted securities will be priced at fair
value as determined in good faith by the board of trustees.

Notwithstanding the above, each Fund may purchase securities that, although
privately placed, are eligible for purchase and sale under Rule 144A under the
1933 Act. This rule permits certain qualified institutional buyers, such as the
Funds, to trade in privately placed securities even though such securities are
not registered under the 1933 Act. The adviser, under the supervision of the
board of trustees, may consider whether securities purchased under Rule 144A

8
<PAGE>

are liquid and thus not subject to the Fund's restriction of investing no more
than 15% of its assets in illiquid securities, although the Ohio Division of
Securities currently requires each Fund to limit its investment in Rule 144A
securities and securities of "unseasoned issuers" to 15% of total assets. (See
restriction 11 under "Investment Restrictions.") A determination of whether a
Rule 144A security is liquid or not is a question of fact. In making this
determination the adviser will consider the trading markets for the specific
security taking into account the unregistered nature of a Rule 144A security.
In addition, the adviser could consider the (1) frequency of trades and quotes,
(2) number of dealers and potential purchasers, (3) dealer undertakings to make
a market, (4) and the nature of the security and of market place trades (e.g.,
the time needed to dispose of the security, the method of soliciting offers and
the mechanics of transfer). The liquidity of Rule 144A securities would be
monitored and, if as a result of changed conditions, it is determined that a
Rule 144A security is no longer liquid, the Fund's holdings of illiquid
securities would be reviewed to determine what, if any, steps are required to
assure that the Fund does not invest more than 15% of its assets in illiquid
securities. Investing in Rule 144A securities could have the effect of
increasing the amount of a Fund's assets invested in illiquid securities if
qualified institutional buyers are unwilling to purchase such securities.

SHORT SALES

Each Fund may sell securities short against the box, that is: (1) enter
into short sales of securities that it currently owns or has the right to
acquire through the conversion or exchange of other securities that it owns
without additional consideration; and (2) enter into arrangements with the
broker-dealers through which such securities are sold short to receive income
with respect to the proceeds of short sales during the period the Fund's short
positions remain open. A Fund may make short sales of securities only if at all
times when a short position is open the Fund owns at least an equal amount of
such securities or securities convertible into or exchangeable for, without
payment of any further consideration, securities of the same issue as, and equal
in amount to, the securities sold short.

In a short sale against the box, a Fund does not deliver from its portfolio
the securities sold and does not receive immediately the proceeds from the short
sale. Instead, the Fund borrows the securities sold short from a broker-dealer
through which the short sale is executed, and the broker-dealer delivers such
securities, on behalf of the Fund, to the purchaser of such securities. Such
broker-dealer is entitled to retain the proceeds from the short sale until the
Fund delivers to such broker-dealer the securities sold short. In addition, the
Fund is required to pay to the broker-dealer the amount of any dividends paid on
shares sold short. Finally, to secure its obligation to deliver to such broker-
dealer the securities sold short, the Fund must deposit and continuously
maintain in a separate account with the Fund's custodian an equivalent amount of
the securities sold short or securities convertible into or exchangeable for
such securities without the payment of additional consideration. A Fund is said
to have a short position in the securities sold until it delivers to the broker-
dealer the securities sold, at which time the Fund receives the proceeds of the
sale. A Fund may close out a short position by purchasing on the open market
and delivering to the broker-dealer an equal amount of the securities sold
short, rather than by delivering portfolio securities.

Short sales may protect a Fund against the risk of losses in the value of
its portfolio securities because any unrealized losses with respect to such
portfolio securities should be wholly or partially offset by a corresponding
gain in the short position. However, any potential gains in such portfolio
securities should be wholly or partially offset by a corresponding loss in the
short position. The extent to which such gains or losses are offset will depend
upon the amount of securities sold short relative to the amount the Fund owns,
either directly or indirectly, and, in the case where the Fund owns convertible
securities, changes in the conversion premium.

9
<PAGE>

Short sale transactions involve certain risks. If the price of the
security sold short increases between the time of the short sale and the time a
Fund replaces the borrowed security, the Fund will incur a loss and if the price
declines during this period, the Fund will realize a short-term capital gain.
Any realized short-term capital gain will be decreased, and any incurred loss
increased, by the amount of transaction costs and any premium, dividend or
interest which the Fund may have to pay in connection with such short sale.
Certain provisions of the Internal Revenue Code may limit the degree to which a
Fund is able to enter into short sales. There is no limitation on the amount of
each Fund's assets that, in the aggregate, may be deposited as collateral for
the obligation to replace securities borrowed to effect short sales and
allocated to segregated accounts in connection with short sales. No Fund
currently expects that more than 20% of its total assets would be involved in
short sales against the box.

TEMPORARY STRATEGIES

Each Fund has the flexibility to respond promptly to changes in market and
economic conditions. In the interest of preserving shareholders' capital, the
adviser may employ a temporary defensive investment strategy if it determines
such a strategy to be warranted. Pursuant to such a defensive strategy, a Fund
temporarily may hold cash (U.S. dollars, foreign currencies, or multinational
currency units) and/or invest up to 100% of its assets in high quality debt
securities or money market instruments of U.S. or foreign issuers, and most or
all of International Fund's investments and International Emerging Fund's
investments may be made in the United States and denominated in U.S. dollars.
It is impossible to predict whether, when or for how long a Fund will employ
defensive strategies.

In addition, pending investment of proceeds from new sales of Fund shares
or to meet ordinary daily cash needs, each Fund temporarily may hold cash (U.S.
dollars, foreign currencies or multinational currency units) and may invest any
portion of its assets in money market instruments.

PERFORMANCE INFORMATION

From time to time the Funds may quote total return figures in sales
material. "Total Return" for a period is the percentage change in value during
the period of an investment in Fund shares, including the value of shares
acquired through reinvestment of all dividends and capital gains distributions.
"Average Annual Total Return" is the average annual compounded rate of change in
value represented by the Total Return for the period.

Average Annual Total Return will be computed as follows:

ERV = P(1+T)n

Where: P = the amount of an assumed initial investment in Fund shares
T = average annual total return
n = number of years from initial investment to the end of the
period
ERV = ending redeemable value of shares held at the end of the period

10
<PAGE>

For example, Total Return and Average Annual Total Return on a $1,000
investment in each of Oakmark Fund and International Fund for the following
periods ended October 31, 1995 were:

<TABLE>
<CAPTION>
Total Average Annual
Return Total Return
------ ------------
<S> <C> <C>
Oakmark Fund
One year................................ 21.55% 21.55%
Life of Fund (from August 5, 1991)...... 223.97 32.00

International Fund
One year................................ (3.06) (3.06)
Life of Fund (from September 30, 1992).. 46.59 13.20
</TABLE>

Because they are newly organized, similar information does not exist for Small
Cap Fund, Balanced Fund or International Emerging Fund.

Performance figures quoted by the Funds will assume reinvestment of all
dividends and distributions, but will not take into account income taxes payable
by shareholders. The Funds impose no sales charge and pay no distribution
("12b-1") expenses. Each Fund's performance is a function of conditions in the
securities markets, portfolio management, and operating expenses. Although
information such as yield and total return is useful in reviewing a Fund's
performance and in providing some basis for comparison with other investment
alternatives, it should not be used for comparison with other investments using
different reinvestment assumptions or time periods.

In advertising and sales literature, the performance of a Fund may be
compared with that of other mutual funds, indexes or averages of other mutual
funds, indexes of related financial assets or data, and other competing
investment and deposit products available from or through other financial
institutions. The composition of these indexes or averages differs from that of
the Funds. Comparison of a Fund to an alternative investment should consider
differences in features and expected performance.

All of the indexes and averages noted below will be obtained from the
indicated sources or reporting services, which the Funds generally believe to be
accurate. The Funds may also refer to publicity (including performance rankings)
in newspapers, magazines, or other media from time to time. However, the Funds
assume no responsibility for the accuracy of such data. Newspapers and magazines
that might mention the Funds include, but are not limited to, the following:

Barron's Global Finance Pensions and Investments
Business Week Investor's Daily Personal Investor
Changing Times Kiplinger's Personal Smart Money
Chicago Tribune Finance Stanger Reports
Chicago Sun-Times Los Angeles Times Time
Crain's Chicago Business Money USA Today
Consumer Reports Mutual Fund Letter U.S. News and World
Consumer Digest Mutual Funds Magazine Report
Financial World Morningstar The Wall Street Journal
Forbes Newsweek Worth
Fortune The New York Times

11
<PAGE>

A Fund may compare its performance to the Consumer Price Index (All Urban),
a widely recognized measure of inflation. The performance of a Fund may also be
compared to the Morgan Stanley EAFE (Europe, Australia and Far East) Index, a
generally accepted benchmark for performance of major overseas markets, and to
the following indexes or averages:

Dow-Jones Industrial Average Wilshire 5000
Standard & Poor's 500 Stock Index New York Stock Exchange Composite Index
Standard & Poor's 400 Industrials American Stock Exchange Composite Index
Standard & Poor's Small Cap 600 NASDAQ Composite
Standard & Poor's Mid Cap 400 NASDAQ Industrials

In addition, each of Oakmark Fund, Small Cap Fund and Balanced Fund may
compare its performance to the following indexes and averages: Value Line Index;
Lipper Capital Appreciation Fund Average; Lipper Growth Funds Average; Lipper
Small Company Growth Funds Average; Lipper General Equity Funds Average; Lipper
Equity Funds Average; and Lipper Small Company Growth Fund Index. Each of
International Fund and International Emerging Fund may compare its performance
to the following indexes and averages: Lipper International & Global Funds
Average; Lipper International Fund Index; Lipper International Equity Funds
Average; Morgan Stanley Capital International World ex the U.S. Index;
Morningstar International Stock Average.

Lipper Indexes and Averages are calculated and published by Lipper
Analytical Services, Inc. ("Lipper"), an independent service that monitors the
performance of more than 1,000 funds. The Funds may also use comparative
performance as computed in a ranking by Lipper or category averages and rankings
provided by another independent service. Should Lipper or another service
reclassify a Fund to a different category or develop (and place a Fund into) a
new category, that Fund may compare its performance or ranking against other
funds in the newly assigned category, as published by the service. Each Fund may
also compare its performance or ranking against all funds tracked by Lipper or
another independent service, including Morningstar, Inc.

The Funds may cite their ratings, recognition, or other mention by
Morningstar or any other entity. Morningstar's rating system is based on risk-
adjusted total return performance and is expressed in a star-rating format. The
risk-adjusted number is computed by subtracting a fund's risk score (which is a
function of the fund's monthly returns less the 3-month T-bill return) from the
fund's load-adjusted total return score. This numerical score is then translated
into rating categories, with the top 10% labeled five star, the next 22.5%
labeled four star, the next 35% labeled three star, the next 22.5% labeled two
star, and the bottom 10% one star. A high rating reflects either above-average
returns or below-average risk or both.

To illustrate the historical returns on various types of financial assets,
the Funds may use historical data provided by Ibbotson Associates, Inc.
("Ibbotson"), a Chicago-based investment firm. Ibbotson constructs (or obtains)
very long-term (since 1926) total return data (including, for example, total
return indexes, total return percentages, average annual total returns and
standard deviations of such returns) for the following asset types: common
stocks; small company stocks; long-term corporate bonds; long-term government
bonds; intermediate-term government bonds; U.S. Treasury bills; and Consumer
Price Index.

12
<PAGE>

INVESTMENT ADVISER

The Funds' investment adviser, Harris Associates L.P. (the "Adviser"),
furnishes continuing investment supervision to the Funds and is responsible for
overall management of the Funds' business affairs pursuant to investment
advisory agreements relating to the respective Funds dated September 30, 1995
(the "Agreements"). The Adviser furnishes office space, equipment and personnel
to the Funds, and assumes the expenses of printing and distributing the Funds'
prospectus and reports to prospective investors.

Each Fund pays the cost of its custodial, stock transfer, dividend
disbursing, bookkeeping, audit and legal services. Each Fund also pays other
expenses such as the cost of proxy solicitations, printing and distributing
notices and copies of the prospectus and shareholder reports furnished to
existing shareholders, taxes, insurance premiums, the expenses of maintaining
the registration of that Fund's shares under federal and state securities laws
and the fees of trustees not affiliated with the Adviser.

The Agreements provide that the total annual expenses of each Fund,
exclusive of taxes, interest and extraordinary litigation expenses, but
including fees paid to the Adviser, shall not exceed the limits imposed by the
securities regulations of any state in which the Fund's shares are qualified for
sale, and the Adviser has agreed to reimburse each Fund for any such expenses in
excess of such limits. The Advisor believes that currently the most restrictive
limits are 2.5% of the first $30 million of a Fund's average net assets, 2% of
the next $70 million, and 1.5% thereafter. Brokers' commissions and other
charges relating to the purchase or sale of securities are not regarded as
expenses for this purpose. Moreover, for purposes of calculating the expenses
subject to this limitation, the excess custodian costs attributable to
investments in foreign securities compared to the custodian costs which would
have been incurred had the investments been in domestic securities are excluded.
In addition, the Adviser has voluntarily agreed to reimburse each of Small Cap
Fund, Balanced Fund and International Emerging Fund to the extent that the
Fund's annual ordinary operating expenses exceed 2.5% of its average net assets
through October 31, 1996, subject to earlier termination by the Adviser on 30
days' notice to the Fund. For the purpose of determining whether a Fund is
entitled to any reduction in advisory fee or expense reimbursement, that Fund's
expenses are calculated daily and any reduction in fee or reimbursement is made
monthly.

For its services as investment adviser, the Adviser receives from each Fund
a monthly fee based on that Fund's net assets at the end of the preceding month.
The annual rates of fees as a percentage of each Fund's net assets are as
follows:

FUND FEE
- ----------------- ----------------------------------------------------------------------
<S> <C>
Balanced .75%

Oakmark 1% up to $2.5 billion; .95% on the next $1.25 billion; .90% on
the next $1.25 billion; and .85% on net assets in excess of $5 billion

International 1% up to $2.5 billion; .95% on the next $2.5 billion; and .90%
on net assets in excess of $5 billion

Small Cap and 1.25%
International Emerging
</TABLE>

Oakmark Fund paid advisory fees of $21,215,738, $13,431,816 and $6,164,542
for the fiscal years ended October 31, 1995, 1994 and 1993, respectively.
International Fund paid advisory fees of $9,916,904, $13,080,028 and $2,151,162
for the fiscal years ended October 31,

13
<PAGE>

1995, 1994 and 1993, respectively. The other Funds did not commence operations
until November 1, 1995.

The Agreement for each Fund is for an initial term expiring September 30,
1996. Each Agreement will continue from year to year thereafter so long as such
continuation is approved at least annually by (1) the board of trustees or the
vote of a majority of the outstanding voting securities of the Fund, and (2) a
majority of the trustees who are not interested persons of any party to the
Agreement, cast in person at a meeting called for the purpose of voting on such
approval. Each Agreement may be terminated at any time, without penalty, by
either the Trust or the Adviser upon sixty days' written notice, and is
automatically terminated in the event of its assignment as defined in the 1940
Act.

The Agreement for each Fund will terminate automatically upon the
consummation of the anticipated merger of New England Mutual Life Insurance
Company (which controls the Adviser) into Metropolitan Life Insurance Company.
However, it is expected that concurrent with that merger the Trust will enter a
new investment advisory agreement for each Fund with the Adviser on terms
identical to the terms of the Fund's present Agreement except for a change in
the effective date of the new agreement and an initial term expiring September
30, 1997.

The Adviser is a limited partnership managed by its general partner, Harris
Associates, Inc., whose directors are David G. Herro, Robert M. Levy, Roxanne M.
Martino, Victor A. Morgenstern, William C. Nygren, John Raitt, Neal Ryland,
Robert J. Sanborn and Peter S. Voss. Mr. Morgenstern is the president and chief
executive officer of Harris Associates, Inc.

TRUSTEES AND OFFICERS

Information on the trustees and officers of the Trust is included in the
Funds' prospectus under "Trustees and Officers." All of that information is
incorporated herein by reference.

The addresses of the trustees are as follows:

Michael J. Friduss c/o MJ Friduss & Associates
1555 Museum Drive
Highland Park, Illinois 60035

Thomas H. Hayden c/o Bozell Worldwide, Inc.
625 North Michigan Avenue
Chicago, Illinois 60611-3110

Christine M. Maki c/o Hyatt Corporation
200 West Madison Street
Chicago, Illinois 60606

Victor A. Morgenstern c/o Harris Associates L.P.
Two North La Salle Street, Suite 500
Chicago, Illinois 60602

Allan J. Reich c/o D'Ancona & Pflaum
30 North La Salle Street, Suite 2900
Chicago, Illinois 60602

14
<PAGE>

Marv R. Rotter c/o Rotter & Associates
5 Revere Drive, Suite 400
Northbrook, Illinois 60062-1571

Burton W. Ruder c/o The Academy Group
707 Skokie Boulevard, Suite 410
Northbrook, Illinois 60062

Peter S. Voss c/o New England Investment Companies, L.P.
399 Boylston Street
Boston, Massachusetts 02116

Gary N. Wilner, M.D. c/o Evanston Hospital
2650 Ridge Avenue
Evanston, Illinois 60201

Messrs. Morgenstern and Voss are trustees who are "interested persons" of
the Trust as defined in the 1940 Act. They and Dr. Wilner are members of the
executive committee, which has authority during intervals between meetings of
the board of trustees to exercise the powers of the board, with certain
exceptions.

At November 15, 1995, the trustees and officers as a group owned
beneficially less than one percent of the outstanding shares of each Fund.

The following table shows the compensation paid by the Trust in the fiscal
year ended October 31, 1995 to each trustee who was not an "interested person"
of the Trust:

AGGREGATE
COMPENSATION
NAME OF TRUSTEE FROM THE TRUST*
==============================================================================

Christine M. Maki $ 0
James W. Ford 18,500
Michael J. Friduss 0
Thomas H. Hayden 0
Allan J. Reich 17,500
Burton W. Ruder 0
Gary N. Wilner, M.D. 17,500

==============================================================================
* The Trust is not part of a fund complex. Ms. Maki and Messrs. Friduss, Hayden
and Ruder became trustees on September 29, 1995. Mr. Rotter did not become a
trustee until after October 31, 1995.

Other trustees who are "interested persons" of The Trust, as well as the
officers of the Trust, are compensated by the Adviser and not by The Trust. The
Trust does not provide any pension or retirement benefits to its trustees.

15
<PAGE>

PRINCIPAL SHAREHOLDERS

The only persons known by the Trust to own of record or "beneficially"
(within the meaning of that term as defined in rule 13d-3 under the Securities
Exchange Act of 1934) 5% or more of the outstanding shares of any Fund as of
November 15, 1995 were Donald Terao, as Trustee of the Harris Associates L.P.
Profit Sharing Trust, who held 8.6% of the shares of Small Cap Fund, 8.5% of the
shares of Balanced Fund and 12.2% of the shares of International Emerging Fund;
Victor A. Morgenstern, who owned beneficially 6.3% of the shares of Small Cap
Fund and 15.4% of the shares of International Emerging Fund; Clyde and Joan
McGregor, who owned beneficially 22.7% of the shares of Balanced Fund; David G.
Herro, who owned 16.8% of the shares of International Emerging Fund, and
American National Bank & Trust Co. of Chicago, as Trustee of the Donald Levin
Revocable Trust, who owned 5.0% of the shares of International Emerging Fund.
The address of American National Bank & Trust Co. of Chicago is 33 North La
Salle Street, Chicago, Illinois 60690 and the address of the other named
beneficial holders is Two North La Salle Street, Chicago, Illinois 60602.

PURCHASING AND REDEEMING SHARES

Purchases and redemptions are discussed in the Funds' prospectus under the
headings "How to Purchase Shares," "How to Redeem Shares," and "Shareholder
Services." All of that information is incorporated herein by reference.

The net asset value per share of each Fund is determined by the Trust's
custodian, State Street Bank and Trust Company. Securities traded on securities
exchanges, or in the over-the-counter market in which transaction prices are
reported on the NASDAQ National Market System, are valued at the last sales
prices at the time of valuation or, lacking any reported sales on that day, at
the most recent bid quotations. Other securities traded over-the-counter are
also valued at the most recent bid quotations. Money market instruments having a
maturity of 60 days or less from the valuation date are valued on an amortized
cost basis. The values of securities of foreign issuers are generally based upon
market quotations which, depending upon local convention or regulation, may be
last sale price, last bid or asked price, or the mean between last bid and asked
prices as of, in each case, the close of the appropriate exchange or other
designated time. Securities for which quotations are not available and any other
assets are valued at a fair value as determined in good faith by the board of
trustees. All assets and liabilities initially expressed in foreign currencies
are converted into U.S. dollars at the mean of the bid and offer prices of such
currencies against U.S. dollars quoted by any major bank or dealer. If such
quotations are not available, the rate of exchange will be determined in
accordance with policies established in good faith by the Board.

The Funds' net asset values are determined only on days on which the New
York Stock Exchange is open for trading. The Exchange is regularly closed on
Saturdays and Sundays and on New Year's Day, the third Monday in February, Good
Friday, the last Monday in May, Independence Day, Labor Day, Thanksgiving and
Christmas. If one of these holidays falls on a Saturday or Sunday, the Exchange
will be closed on the preceding Friday or the following Monday, respectively.

Trading in the portfolio securities of International Fund or International
Emerging Fund (and of any other Fund, to the extent it invests in securities of
non-U.S. issuers) takes place in various foreign markets on certain days (such
as Saturday) when the Fund is not open for business and does not calculate its
net asset value. In addition, trading in the Fund's portfolio securities may not
occur on days when the Fund is open. Therefore, the calculation of net asset
value does not take place contemporaneously with the determinations of the
prices of many of the

16
<PAGE>

Fund's portfolio securities and the value of the Fund's portfolio may be
significantly affected on days when shares of the Fund may not be purchased or
redeemed.

Computation of net asset value (and the sale and redemption of a Fund's
shares) may be suspended or postponed during any period when (a) trading on the
New York Stock Exchange is restricted, as determined by the Securities and
Exchange Commission, or that exchange is closed for other than customary weekend
and holiday closings, (b) the Commission has by order permitted such suspension,
or (c) an emergency, as determined by the Commission, exists making disposal of
portfolio securities or valuation of the net assets of a Fund not reasonably
practicable.

Shares of any of the Funds may be purchased through certain financial
service companies, without incurring any transaction fee. For accounting and
shareholder servicing services provided by such a company with respect to Fund
shares held by that company for its customers, the company may charge a fee of
up to 0.35% of the annual average value of those accounts. Each Fund pays a
portion of those fees not to exceed the estimated fees that the Fund would pay
to its own transfer agent if the shares of the Fund held by such customers of
the company were registered directly in their names on the books of the Fund's
transfer agent. The balance of those fees are paid by the Adviser.

The Trust has elected to be governed by Rule 18f-1 under the 1940 Act
pursuant to which it is obligated to redeem shares solely in cash up to the
lesser of $250,000 or 1% of the net asset value of a Fund during any 90-day
period for any one shareholder. Redemptions in excess of the above amounts will
normally be paid in cash, but may be paid wholly or partly by a distribution in
kind of marketable securities.

Due to the relatively high cost of maintaining small accounts, the Trust
reserves the right to redeem at net asset value the shares of any shareholder
whose account in any Fund has a value of less than the minimum amount specified
by the board of trustees, which currently is $1,000. Before such a redemption,
the shareholder will be notified that the account value is less than the minimum
and will be allowed at least 30 days to bring the value of the account up to the
minimum. The agreement and declaration of trust also authorizes the Trust to
redeem shares under certain other circumstances as may be specified by the board
of trustees.

In connection with the Exchange Plan, the Adviser acts as a Service
Organization for the Government Portfolio and the Tax-Exempt Diversified
Portfolio of Goldman Sachs Money Market Trust and the GS Short Duration Fund
Portfolio of Goldman Sachs Trust. For its services it receives fees at rates of
up to .50% of the average annual net assets of each account in those portfolios
established through the Exchange Plan, pursuant to 12b-1 plans adopted by those
investment companies.

ADDITIONAL TAX INFORMATION

General. Each Fund intends to continue to qualify to be taxed as a
regulated investment company under the Internal Revenue Code of 1986, as
amended, so as to be relieved of federal income tax on its capital gains and net
investment income currently distributed to its shareholders. At the time of your
purchase, a Fund's net asset value may reflect undistributed income, capital
gains or net unrealized appreciation of securities held by that Fund. A
subsequent distribution to you of such amounts, although constituting a return
of your investment, would be taxable either as dividends or capital gain
distributions.

17
<PAGE>

International Fund and International Emerging Fund. Dividends and
distributions paid by International Fund and International Emerging Fund are not
eligible for the dividends-received deduction for corporate shareholders, if as
expected, none of such Funds' income consists of dividends paid by United States
corporations. Capital gain distributions paid by the Funds are never eligible
for this deduction.

Certain foreign currency gains and losses, including the portion of gain or
loss on the sale of debt securities attributable to foreign exchange rate
fluctuations are taxable as ordinary income. If the net effect of these
transactions is a gain, the dividend paid by either of these Funds will be
increased; if the result is a loss, the income dividend paid by either of these
Funds will be decreased.

Income received by International Fund or International Emerging Fund from
sources within various foreign countries will be subject to foreign income taxes
withheld at the source. Under the Code, if more than 50% of the value of the
Fund's total assets at the close of its taxable year comprise securities issued
by foreign corporations, the Fund may file an election with the Internal Revenue
Service to "pass through" to the Fund's shareholders the amount of foreign
income taxes paid by the Fund. Pursuant to this election, shareholders will be
required to: (i) include in gross income, even though not actually received,
their respective pro rata share of foreign taxes paid by the Fund; (ii) treat
their pro rata share of foreign taxes as paid by them; and (iii) either deduct
their pro rata share of foreign taxes in computing their taxable income, or use
it as a foreign tax credit against U.S. income taxes (but not both). No
deduction for foreign taxes may be claimed by a shareholder who does not itemize
deductions.

Both International Fund and International Emerging Fund intend to meet the
requirements of the Code to "pass through" to its shareholders foreign income
taxes paid, but there can be no assurance that a Fund will be able to do so.
Each shareholder will be notified within 60 days after the close of each taxable
year of a Fund, if the foreign taxes paid by the Fund will "pass through" for
that year, and, if so, the amount of each shareholder's pro rata share (by
country) of (i) the foreign taxes paid, and (ii) the Fund's gross income from
foreign sources. Of course, shareholders who are not liable for federal income
taxes, such as retirement plans qualified under Section 401 of the Code, will
not be affected by any such "pass through" of foreign tax credits.

TAXATION OF FOREIGN SHAREHOLDERS

The Code provides that dividends from net income (which are deemed to
include for this purpose each shareholder's pro rata share of foreign taxes paid
by International Fund and International Emerging Fund (see discussion of "pass
through" of the foreign tax credit to U.S. shareholders), will be subject to
U.S. tax. For shareholders who are not engaged in a business in the U.S., this
tax would be imposed at the rate of 30% upon the gross amount of the dividend in
the absence of a Tax Treaty providing for a reduced rate or exemption from U.S.
taxation. Distributions of net long-term capital gains realized by these Funds
are not subject to tax unless the foreign shareholder is a nonresident alien
individual who was physically present in the U.S. during the tax year for more
than 182 days.

PORTFOLIO TRANSACTIONS

Portfolio transactions for each Fund are placed with those securities
brokers and dealers that the Adviser believes will provide the best value in
transaction and research services for that Fund, either in a particular
transaction or over a period of time. Subject to that standard, portfolio
transactions for each Fund may be executed through Harris Associates Securities
L.P. ("HASLP"), a registered broker-dealer and an affiliate of the Adviser.

18
<PAGE>

In valuing brokerage services, the Adviser makes a judgment as to which
brokers are capable of providing the most favorable net price (not necessarily
the lowest commission) and the best execution in a particular transaction. Best
execution connotes not only general competence and reliability of a broker, but
specific expertise and effort of a broker in overcoming the anticipated
difficulties in fulfilling the requirements of particular transactions, because
the problems of execution and the required skills and effort vary greatly among
transactions.

Although some transactions involve only brokerage services, many involve
research services as well. In valuing research services, the Adviser makes a
judgment of the usefulness of research and other information provided by a
broker to the Adviser in managing a Fund's investment portfolio. In some cases,
the information, e.g., data or recommendations concerning particular securities,
relates to the specific transaction placed with the broker, but for the greater
part the research consists of a wide variety of information concerning
companies, industries, investment strategy and economic, financial and political
conditions and prospects, useful to the Adviser in advising the Funds.

The Adviser is the principal source of information and advice to the Funds,
and is responsible for making and initiating the execution of the investment
decisions for each Fund. However, the board of trustees recognizes that it is
important for the Adviser, in performing its responsibilities to the Funds, to
continue to receive and evaluate the broad spectrum of economic and financial
information that many securities brokers have customarily furnished in
connection with brokerage transactions, and that in compensating brokers for
their services, it is in the interest of the Funds to take into account the
value of the information received for use in advising the Funds. Consequently,
the commission paid to brokers (other than HASLP) providing research services
may be greater than the amount of commission another broker would charge for the
same transaction. The extent, if any, to which the obtaining of such information
may reduce the expenses of the Adviser in providing management services to the
Funds is not determinable. In addition, it is understood by the board of
trustees that other clients of the Adviser might also benefit from the
information obtained for the Funds, in the same manner that the Funds might also
benefit from information obtained by the Adviser in performing services to
others.

HASLP may act as broker for a Fund in connection with the purchase or sale
of securities by or to the Fund if and to the extent permitted by procedures
adopted from time to time by the board of trustees of the Trust. The board of
trustees, including a majority of the trustees who are not "interested"
trustees, has determined that portfolio transactions for a Fund may be executed
through HASLP if, in the judgment of the Adviser, the use of HASLP is likely to
result in prices and execution at least as favorable to the Fund as those
available from other qualified brokers and if, in such transactions, HASLP
charges the Fund commission rates at least as favorable to the Fund as those
charged by HASLP to comparable unaffiliated customers in similar transactions.
The board of trustees has also adopted procedures that are reasonably designed
to provide that any commissions, fees or other remuneration paid to HASLP are
consistent with the foregoing standard. The Funds will not effect principal
transactions with HASLP. In executing transactions through HASLP, the Funds will
be subject to, and intend to comply with, section 17(e) of the 1940 Act and
rules thereunder.

The reasonableness of brokerage commissions paid by the Funds in relation
to transaction and research services received is evaluated by the staff of the
Adviser on an ongoing basis. The general level of brokerage charges and other
aspects of the Funds' portfolio transactions are reviewed periodically by the
board of trustees.

Transactions of the Funds in the over-the-counter market and the third
market are executed with primary market makers acting as principal except where
it is believed that better prices and execution may be obtained otherwise.

19
<PAGE>

Although investment decisions for the Funds are made independently from
those for other investment advisory clients of the Adviser, it may develop that
the same investment decision is made for both a Fund and one or more other
advisory clients. If both a Fund and other clients purchase or sell the same
class of securities on the same day, the transactions will be allocated as to
amount and price in a manner considered equitable to each.

The Funds do not purchase securities with a view to rapid turnover.
However, there are no limitations on the length of time that portfolio
securities must be held. Portfolio turnover can occur for a number of reasons,
including general conditions in the securities market, more favorable investment
opportunities in other securities, or other factors relating to the desirability
of holding or changing a portfolio investment. A high rate of portfolio turnover
would result in increased transaction expense, which must be borne by the Fund.
High portfolio turnover may also result in the realization of capital gains or
losses and, to the extent net short-term capital gains are realized, any
distributions resulting from such gains will be considered ordinary income for
federal income tax purposes. The portfolio turnover rates for Oakmark Fund and
International Fund are set forth in the prospectus under "Financial Highlights."
The portfolio turnover rate of each of Small Cap Fund, Balanced Fund and
International Emerging Fund is not expected to exceed 100%.

The following table shows the aggregate brokerage commissions (excluding
the gross underwriting spread on securities purchased in initial public
offerings) paid by each of Oakmark Fund and International Fund during the
periods indicated, as well as the aggregate commissions paid to affiliated
persons of the Trust. The other Funds did not commence operations until
November 1, 1995.

<TABLE>
<CAPTION>
Year Ended October 31,
------------------------------------------------------------
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Oakmark Fund
Aggregate commissions........... $2,100,849 (100%) $1,594,102 (100%) $1,307,780 (100%)
Commissions paid to affiliates.. 389,339 (18.5%) 244,055 ( 15%) 336,495 ( 26%)

International Fund
Aggregate commissions........... $2,609,780 (100%) $5,170,141 (100%) $2,336,588 (100%)
Commissions paid to affiliates.. 71,600 (2.7%) 6,980 (0.1%) -0-
</TABLE>

Of the aggregate brokerage commissions paid during the 1995 fiscal year,
Oakmark Fund and International Fund paid $2,098,694 and $2,609, respectively, to
brokers who furnished research services.

The brokerage commissions paid by Oakmark Fund to an affiliated person
during fiscal years 1995, 1994 and 1993 were paid in connection with
transactions aggregating 7.5%, 17% and 24%, respectively, of the aggregate
dollar amount of transactions involving the payment of brokerage commissions by
the Fund.

The brokerage commissions paid by International Fund to an affiliated
person during fiscal years 1995 and 1994 were paid in connection with
transactions aggregating 1.6% and 0.3%, respectively, of the aggregate dollar
amount of transactions involving the payment of brokerage commissions by the
Fund.

20
<PAGE>

DECLARATION OF TRUST

The Agreement and Declaration of Trust under which the Trust has been
organized ("Declaration of Trust") disclaims liability of the shareholders,
trustees and officers of the Trust for acts or obligations of the Trust and
requires that notice of such disclaimer be given in each agreement, obligation,
or contract entered into or executed by the Trust or the board of trustees. The
Declaration of Trust provides for indemnification out of the Trust's assets for
all losses and expenses of any shareholder held personally liable for
obligations of the Trust. Thus, although shareholders of a business trust may,
under certain circumstances, be held personally liable under Massachusetts law
for the obligations of the Trust, the risk of a shareholder incurring financial
loss on account of shareholder liability is believed to be remote because it is
limited to circumstances in which the disclaimer is inoperative and the Trust
itself is unable to meet its obligations. The risk to any one series of
sustaining a loss on account of liabilities incurred by another series is also
believed to be remote.

CUSTODIAN

State Street Bank and Trust Company, P.O. Box 8510, Boston Massachusetts
02266-8510 is the custodian for the Trust. It is responsible for holding all
securities and cash of each Fund, receiving and paying for securities purchased,
delivering against payment securities sold, receiving and collecting income from
investments, making all payments covering expenses of the Funds, and performing
other administrative duties, all as directed by authorized persons of the Trust.
The custodian also performs certain portfolio accounting services for the Funds,
for which each Fund pays the custodian a monthly fee. The fee paid by Oakmark
Fund is $2,500 per month. The fee paid by Oakmark International is $3,000 per
month. The fee paid by each of Small Cap Fund and Balanced Fund is $2,500 per
month and the fee paid by International Emerging Fund is $3,000 per month, which
fees have been waived during the first six months of operations of each of the
Funds. The custodian does not exercise any supervisory function in such matters
as the purchase and sale of portfolio securities, payment of dividends, or
payment of expenses of a Fund. The Trust has authorized the custodian to deposit
certain portfolio securities of each Fund in central depository systems as
permitted under federal law. The Funds may invest in obligations of the
custodian and may purchase or sell securities from or to the custodian.

INDEPENDENT PUBLIC ACCOUNTANTS

Arthur Andersen LLP, 33 West Monroe Street, Chicago, Illinois 60603, audits
and reports on each Fund's annual financial statements, reviews certain
regulatory reports and the Funds' federal income tax returns, and performs other
professional accounting, auditing, tax and advisory services when engaged to do
so by the Trust.

FINANCIAL STATEMENTS

Copies of the annual reports for Oakmark Fund and International Fund for
the fiscal year ended October 31, 1995 accompany this Statement of Additional
Information. Those reports contain financial statements, notes thereto,
supplementary information entitled "Condensed Financial Information" and reports
of independent auditors, all of which (but no other part of the reports) are
incorporated herein by reference.

A copy of the Funds' Prospectus and additional copies of the reports to
shareholders of Oakmark Fund and International Fund may be obtained from the
Trust at no charge by writing to the Trust at the address shown on the cover
page of this statement of additional information, or by telephoning the number
shown on the cover page.

21
<PAGE>

APPENDIX -- BOND RATINGS

A rating by a rating service represents the service's opinion as to the
credit quality of the security being rated. However, the ratings are general and
are not absolute standards of quality or guarantees as to the credit-worthiness
of an issuer. Consequently, the Adviser believes that the quality of debt
securities in which the Fund invests should be continuously reviewed and that
individual analysts give different weightings to the various factors involved in
credit analysis. A rating is not a recommendation to purchase, sell, or hold a
security, because it does not take into account market value or suitability for
a particular investor. When a security has received a rating from more than one
service, each rating should be evaluated independently. Ratings are based on
current information furnished by the issuer or obtained by the rating services
from other sources which they consider reliable. Ratings may be changed,
suspended, or withdrawn as a result of changes in or unavailability of such
information, or for other reasons.

The following is a description of the characteristics of ratings used by
Moody's Investors Service, Inc. ("Moody's") and Standard & Poor's Corporation
("S&P").

RATINGS BY MOODY'S:

Aaa. Bonds rated Aaa are judged to be the best quality. They carry the
smallest degree of investment risk and are generally referred to as "gilt edge."
Interest payments are protected by a large or an exceptionally stable margin and
principal is secure. Although the various protective elements are likely to
change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such bonds.

Aa. Bonds rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high-grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in the Aaa bonds, fluctuation of protective elements may
be of greater amplitude, or there may be other elements present which make the
long-term risks appear somewhat larger than in Aaa bonds.

A. Bonds rated A possess many favorable investment attributes and are to
be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future.

Baa. Bonds rated Baa are considered as medium grade obligations, i.e.,
they are neither highly protected nor poorly secured. Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

Ba. Bonds rated Ba are judged to have speculative elements; their future
cannot be considered as well assured. Often the protection of interest and
principal payments may be very moderate and thereby not well safeguarded during
other good and bad times over the future. Uncertainty of position characterizes
bonds in this class.

B. Bonds rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

Caa. Bonds rated Caa are of poor standing. Such issues may be in default
or there may be present elements of danger with respect to principal or
interest.

22
<PAGE>

Ca. Bonds rated Ca represent obligations which are speculative in a high
degree. Such issues are often in default or have other marked shortcomings.

C. Bonds rated C are the lowest rated class of bonds and issues so rated
can be regarded as having extremely poor prospects of ever attaining any real
investment standing.

Ratings By Standard & Poor's:

AAA. Debt rated AAA has the highest rating. Capacity to pay interest and
repay principal is extremely strong.

AA. Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the highest rated issues only in a small degree.

A. Debt rated A has a very strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than debt in higher rated
categories.

BBB. Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions, or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than for debt in higher rated categories.

BB-B-CCC-CC. Bonds rated BB, B, CCC and CC are regarded, on balance, as
predominantly speculative with respect to the issuer's capacity to pay interest
and repay principal in accordance with the terms of the obligation. While such
bonds will likely have some quality and protective characteristics, these are
outweighed by large uncertainties or major risk exposures to adverse conditions.

C. This rating is reserved for income bonds on which no interest is being
paid.

D. Debt rated D is in default, and payment of interest and/or repayment of
principal is in arrears.

NOTE: The ratings from AA to B may be modified by the addition of a plus
(+) or minus (-) sign to show relative standing within the major rating
categories.

23
<PAGE>

[LOGO OF THE OAKMARK FUND]

The Oakmark Family of Funds
The
Oakmark
Fund

ANNUAL
REPORT
----------------------
October 31, 1995
----------------------

The
Oakmark
International
Fund

MEMBER OF
================
NO LOAD
100% MUTUAL FUND
COUNCIL
================
No-Load Funds Managed by
Harris Associates L.P.

<PAGE>

[OAKMARK LOGO]

The Oakmark Family of Funds
<TABLE>
<CAPTION>

1995 Annual Report
Table of Contents
<S> <C>
Letter from the President..................... 1
The Oakmark Funds Summary..................... 2
The Oakmark Fund
Performance Chart.......................... 3
Letter from the Fund Manager............... 3
Financial Statements....................... 8
The Oakmark International Fund
Performance Chart.......................... 18
Letter from the Fund Manager............... 18
Financial Statements....................... 22
Report of Independent Public Accountants...... 36
Trustees and Officers......................... 37
Other Important Information................... 37

</TABLE>
Questions About Your Account?
Call 1-800-626-9392

<PAGE>

Fellow Shareholders:

We are pleased to present the combined annual reports for the Oakmark Family
of Funds. The current report contains the fiscal 1995 information for the
Oakmark and Oakmark International Funds. Subsequent annual reports will
include the newly launched Oakmark Small Cap, Balanced and International
Emerging Value Funds. These new Funds were available November 1, 1995.

For the fourth quarter ended October 31, 1995 and the year as a whole, the
U.S. stock market was the place to be. Oakmark Fund's returns continued to be
robust, up 4.9%* in the quarter, even without participation in the technology
sector. In contrast, the money flows out of foreign stocks created a
challenging environment in which the Oakmark International Fund lost (5.5)%*.
This decline has created some of the most compelling values we have witnessed
and the performance of Oakmark International in the month following the
quarter-end has us cautiously optimistic (up 3.2% from 10/31/95 to 11/29/95).

'Tis the season for holiday cheer and investment decisions! For those of you
thinking about your 1995 IRA contributions, remember these contributions can
be made until April 15, 1996.

From all of us at The Oakmark Family of Funds, we wish you a happy, healthy
and prosperous new year!

Sincerely,

LOGO
VICTOR A. MORGENSTERN
President

*The Oakmark Fund's average annual total return for the twelve months ended
September 30, 1995 and for the period August 5, 1991 (inception) through
September 30, 1995 was 23.2% and 33.1% respectively. The Oakmark
International Fund's average annual total return for the twelve months ended
September 30, 1995 and for the period September 30, 1992 (inception) through
September 30, 1995 was 1.5% and 15.8% respectively. The Funds' past
performance is no guarantee of future results. Share prices and investment
returns will vary, so you may have a gain or loss when you sell shares.
<PAGE>

THE OAKMARK FUNDS SUMMARY

ANNUALIZED PERFORMANCE FOR PERIOD ENDED OCTOBER 31, 1995

<TABLE>
<CAPTION>
Since
3 mo. 6 mo. 1 Year 3 Years Inception
- ---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
The Oakmark Fund 4.9 % 12.3% 21.55 % 23.70% 32.00%(1)
The Oakmark International Fund (5.5)% 1.8% (3.06)% 14.40% 13.20%(2)
</TABLE>

(1) Inception Date was August 5, 1991
(2) Inception Date was September 30, 1992

TOP FIVE HOLDINGS AND TOP FIVE INDUSTRIES AS OF OCTOBER 31, 1995

THE OAKMARK FUND

<TABLE>
<CAPTION>
Company % of Total Net Assets
- ------------------------------------------------------
<S> <C>
Phillip Morris Companies, Inc. 6.30%
Mellon Bank Corporation 6.04%
Lockheed Martin Corporation 5.67%
First USA, Inc. 4.30%
Anheuser-Busch Companies, Inc. 3.90%
<CAPTION>
Industry % of Fund
- ------------------------------------------------------
<S> <C>
Food & Beverage 16.10%
Other Consumer Goods & Services 11.30%
Broadcasting & Publishing 9.40%
Other Financial 8.80%
Aerospace & Defense 8.20%
</TABLE>

THE OAKMARK INTERNATIONAL FUND

<TABLE>
<CAPTION>
Company % of Total Net Assets
- --------------------------------------------------------
<S> <C>
Lion Nathan Limited (New Zealand) 5.00%
Kvaerner (Norway) 4.62%
AB Volvo (Sweden) 4.24%
YPF Sociedad Anonima (Argentina) 3.61%
Cordiant PLC (Great Britain) 3.59%
<CAPTION>
Industry % of Fund
- --------------------------------------------------------
<S> <C>
Banks 13.70%
Other Industrial Goods & Services 9.40%
Food 7.50%
Aerospace 7.40%
Transportation 5.80%
</TABLE>

Past performance is no guarantee of future performance.

2
<PAGE>

THE VALUE OF A $10,000 INVESTMENT IN THE OAKMARK FUND FROM ITS INCEPTION
(8/5/91) TO PRESENT (10/31/95) AS COMPARED TO THE STANDARD & POOR'S 500 INDEX.

<TABLE>

[GRAPH APPEARS HERE]

<CAPTION>
Measurement Period
(Fiscal Year Covered) OAKMARK FUND S&P 500
- ---------------=----- ------------ -------
<S> <C> <C>
Measurement Pt-
08/05/91 $10,000 $10,000
10/31/91 $12,100 $10,201
$13,910 $10,719
$14,660 $10,946
$15,910 $11,279
10/31/92 $17,110 $11,216
$19,913 $11,857
$20,136 $11,957
$22,052 $12,276
10/31/93 $24,504 $12,892
$25,648 $13,372
$24,855 $12,593
$25,321 $12,896
10/31/94 $26,653 $13,401
$26,480 $13,444
$28,869 $14,803
$30,883 $16,263
10/31/95 $32,397 $16,931
</TABLE>

10/31/95 NAV $28.47
<TABLE>
<CAPTION>
Average Annual Total Return*
Through 10/31/95
---------------------------------
Total Return* Total Return* From Fund Inception
Last 3 mos. Last 6 mos. From 10/31/94 8/5/91
------------- ------------- ------------- -------------------
<S> <C> <C> <C> <C>
THE OAKMARK FUND 4.9% 12.3% 21.6% 32.0%
Standard & Poor's 500
Stock Index* 4.1% 14.4% 26.3% 13.2%
Dow-Jones Industrial
Average* 1.6% 11.4% 24.8% 14.4%
Value Line Composite
Index* (1.8)% 6.6% 10.1% 6.6%
</TABLE>

REPORT FROM ROBERT J. SANBORN, PORTFOLIO MANAGER

Dear Fellow Shareholders:

The Oakmark Fund's fiscal year ended October 31, 1995 was a good one. The
most significant macroeconomic factor in the strong performance of equities was
the dramatic decline in long-term interest rates, driven by continued low
levels of inflation. This is confirmed by the price action of the planet's two
most important commodities--gold and oil--both of which declined in price over
the year.

While our Fund generated large absolute returns, its performance lagged
behind that of the Standard and Poor's 500. (As Dickens wrote,

*Total return includes change in share prices and in each case included
reinvestment of any dividends and capital gain distributions. Each of the three
indexes or averages is an unmanaged group of stocks whose composition is
different from the Fund. The S&P 500 is a broad market-weighted average
dominated by blue-chip stocks. The Dow-Jones Average includes only 30 big
companies. The Value Line index is an unweighted average of more than 1,000
stocks. Past performance is no guarantee of future performance.
LOGO

3
<PAGE>

"It was the best of times, it was the worst of times.") This relative
underperformance is due to our Fund's lack of high technology holdings. These
sectors were among the best-performing in the market during the past year;
software, semiconductor, and biotechnology stocks were up an average of fifty-
five (!) percent in the past twelve months. As I indicated in my letter last
quarter, these stocks do not meet our investment criteria.

The companies in our portfolio generally experienced very good business
results in the past year. Of our top twenty holdings of a year ago, only one
had results that were significantly less than our expectations. Despite the
strong performance of our Fund, lower interest rates and the growth in
underlying value of our holdings lead me to conclude that the value in our
Fund is as good today as it was a year ago. As I have written before, we spend
our time monitoring and analyzing the businesses of which all of us are part
owners, not in trying to anticipate stock price changes.

Two large sectors--consumer brands and financial services-- constitute
almost half of our Fund's value. Our larger consumer brand stocks--Philip
Morris, Knight Ridder, Anheuser-Busch, Black & Decker, American Brands,
Heinz--are all very high-quality, high-return, high-barrier-to-entry
businesses with dominant market positions, very loyal end-users, and (to
varying degrees) tremendous international opportunities. These companies are
prime beneficiaries of the unfolding globalization of the economy. Yet, the
market continues to place valuations on them that do not sufficiently
differentiate them from more average companies in more competitive businesses.

Our large financial services holdings--First USA, Mellon, Torchmark, and
AMBAC--have strong niche businesses and benefit from the ongoing consolidation
of the financial services industry. We believe that this consolidation is a
win/win proposition for the buyers and sellers (a dynamic we have experienced
in our defense industry investments). Yet, they each sell at modest valuations
at steep discounts to their underlying value.

We continue to frame, and will always frame, the investment process as
buying an ownership piece of a business for the long term, not as buying
merely a piece of paper for the short term. We sold only one of our ten
largest holdings of a year ago. Eli Lilly reached our estimate of value and we
sold the stock. Trading is expensive--there are commissions, price impacts,
and capital gains taxes--and we attempt to minimize our trading activity. Our
Fund's turnover is one-seventh that of the typical equity fund. I believe that
the largest edge we have is our long-term investment time-frame.

4
<PAGE>

What's ahead for 1996? While we do not base any of our investment decisions
on predicting macroeconomic variables, let me cite two that are positive for
the equity market. The first is the all-time high level of merger and
acquisition activity. Many public companies continue to be acquired at
substantial premium to public market prices. The globalization of the economy
and the efficacy of technology within companies will continue to drive this
process. The second factor is the political revolution that is in its early
stages in the USA. There is broad consensus that our federal government is too
big, too inefficient, and too expensive. The inevitable downsizing of the
government--more than 40 percent of our GDP is spent by local, state, and
federal governments!-- should result in lower interest rates in the medium
term (which will have a positive impact on equity valuations). In the long
term, a rationalization of our tax system, perhaps in the form of a flat tax
regime, will unleash the tremendous potential of our economy. This process
will have a very significant impact on all aspects of our economy.

I believe that we at Harris Associates have a time-tested investment
philosophy, great people, and a nonbureaucratic culture. These attributes
should allow us to continue to add value. We remain focused on generating
results that will continue to allow you (and us!!) to realize your financial
goals.

On a personal note, I cannot believe we are in our fifth year. On behalf of
everyone at Harris Associates, I thank you for your support. Managing your
hard-earned money remains a great challenge and a great honor.

A PRIMER ON GOODWILL

As I write this, we are in the midst of the season of goodwill to all
people. Yet, in the financial world, goodwill has a far different meaning.
Goodwill usually results when a company acquires another company at a price
greater than the acquiree's book value. Book value is a balance sheet item
that represents the retained book earnings of a company. It has little
relation to the true economic value of a company and, therefore is a number we
ignore.

Goodwill affects the income statement through the accounting process of
amortization. Amortization refers to the gradual write-downs of the goodwill,
generally over forty years. The word amortization itself is derived from the
Latin word for death, and means to "kill off the goodwill." This amortization
reduces reported earnings for the entire time

5
<PAGE>

period. However, it is important to recognize that it is a non-cash reduction
in earnings that has no effect on the intrinsic value of a company.

Let me give an example from one of our holdings, Philip Morris (MO). As of
12/30/94, MO had goodwill totalling $19.7 billion, which represented over 37
percent of its total book assets. Most of this was incurred through its
purchase of Kraft in 1988. This goodwill resulted in the amortization of $600
million in the year 1994, which reduced reported earnings per share (EPS) by
$0.58 (compared to total net EPS of $5.45). Yet, MO can use this $600 million
to make an acquisition, repurchase its own shares, or do any number of things
to grow shareholder value.

A patient shareholder is probably by now muttering. "What's with this
goodwill, why is he boring me with this stuff?" Well, seven of our ten largest
holdings have meaningful amounts of goodwill that reduce reported EPS. In our
view, the market tends to ignore the economic value of the goodwill. For
instance, a leading Wall Street brokerage firm recently issued a report on MO
that concludes that MO should sell at its historical relative P/E ratio of 75
percent of the market. This, of course, ignores the fact that MO's earnings
are artificially reduced by the amortization charge.

We evaluate our investments, and all potential investments, as if we were
buying the entire business. Thus, we tend to regard some financial parameters
(i.e., cash flow) more highly than others regarded more highly by the
investment community (i.e., reported EPS). Since we firmly believe that market
price and value ultimately converge, our approach is intellectually coherent
and, we believe, gives us an edge.

BILLY JOHNSON UPDATE

An E-mailing shareholder from California writes, "Who the heck is Billy
"White Shoes" Johnson?" Well, he was a wide receiver for the Houston Oilers
and was an early pioneer of in-your-face touchdown celebrations. Some of you
may remember my allusion to Johnson in last quarter's letter. I wrote that,
when my prediction on the likely under-performance of high technology stocks
comes to fruition, I will do some similar in-your-face crowing.

Well, as I write this on November 28, Netscape (NSCP) is trading at $138, up
more than 75 percent from just last quarter. So, Billy is bruised, but he
knows that we are early in the first quarter, and all that matters is who wins
the game.

6
<PAGE>

I had the pleasure of making a presentation recently with a very nice guy
who manages a pure technology hedge fund. His fund was up over 80 percent this
year. He gave very compelling background on the growth of the Internet and how
useful technology is, and so forth. Then, some curmudgeon in the crowd,
(perhaps a shareholder of The Oakmark Fund), broke the balloon, and asked
about the "ridiculous" valuations of these stocks. The manager's sole
justification was that technology currently represents "only" thirteen percent
of the value of the Standard & Poor's 500, and he saw no reason why it could
not get as high as thirty percent. After all, the energy sector got that high
in 1980.

Shareholders, that is not an intellectually coherent investment approach. If
that is the best reason to own technology stocks, Billy will be celebrating
soon.

OAK LEAF CLUSTER

We award the Oak Leaf Cluster to that individual whose input into our Fund
had the greatest positive impact on performance. This year the coveted honor
goes to our very own John Raitt for his work on the defense stocks. Since
these stocks go back to the early days of the Fund, it represents sort of a
Lifetime Achievement Award. Lockheed Martin has more than doubled from our
cost and McDonnell Douglas has appreciated more than 67 percent.
Congratulations, John! On behalf of all shareholders, we like you, we like
you!

ROBERT J. SANBORN
Portfolio Manager
harjs @aol.com
November 28, 1995

7
<PAGE>

THE OAKMARK FUND
SCHEDULE OF INVESTMENTS--OCTOBER 31, 1995
<TABLE>
<CAPTION>
Shares Held Common Stocks Market Value
- -------------------------------------------------------------------
COMMON STOCKS--93.1%
FOOD & BEVERAGE--16.1%
<C> <S> <C>
2,106,500 Philip Morris Companies Inc. $ 177,999,250
1,669,100 Anheuser-Busch Companies, Inc. 110,160,600
1,619,100 H.J. Heinz Company 75,288,150
1,420,800 Nabisco Holdings Corp. 38,184,000
1,571,900 Interstate Bakeries 33,599,362
430,000 The Quaker Oats Company 14,673,750
200,000 International Dairy Queen, Inc. (a) 4,250,000
--------------
454,155,112

APPAREL--.3%
388,500 K-Swiss Inc. 4,419,188
620,600 J. Baker Inc. 3,568,450
--------------
7,987,638

RETAIL--4.4%
2,920,000 Federated Department Stores, Inc. (a) 74,095,000
1,600,000 Zale Corporation (a) 23,600,000
1,000,000 Carson Pirie Scott & Co. (a) 16,875,000
600,000 Cole National Corporation (a) 7,350,000
777,500 Best Products Co., Inc. (a) 3,838,906
53,800 Rex Stores Corporation (a) 914,600
--------------
126,673,506

OTHER CONSUMER GOODS & SERVICES--11.3%
1,982,800 American Brands, Inc. 85,012,550
2,437,900 The Black & Decker Corporation 82,583,861
477,700 The Clorox Company 34,274,975
957,500 Whitman Corporation 20,346,875
440,200 First Brands Corporation 20,139,150
583,800 GC Companies, Inc. (a) 18,827,550
400,000 Stanhome Inc. 12,200,000
750,000 Arctco Inc. 8,437,500
575,000 JUNO Lighting Inc. 8,337,500
601,500 Justin Industries, Inc. 6,015,000
281,500 Rollins, Inc. 5,911,500
395,000 Mikasa, Inc. (a) 5,135,000
257,600 Paragon Trade Brands, Inc. (a) 4,089,400
100,000 Alberto-Culver Company 2,700,000
225,525 Rauch Industries, Inc. 2,227,059
51,500 Polaroid 2,201,625
107,000 Armor All 1,765,500
304,000 Drypers Corporation (a) 798,000
--------------
321,003,045

OIL--.4%
270,000 Murphy Oil Corporation 10,226,250

BANKS--6.1%
3,406,550 Mellon Bank Corporation 170,753,319
340,000 River Bank America (a) 2,465,000
--------------
173,218,319
</TABLE>
See accompanying notes to financial statements.

8
<PAGE>

THE OAKMARK FUND
SCHEDULE OF INVESTMENTS--OCTOBER 31, 1995 (CONTINUED)
<TABLE>
<CAPTION>
Shares Held Common Stocks Market Value
- --------------------------------------------------------------------------
INSURANCE--6.5%
<C> <S> <C>
2,496,400 Torchmark Corporation $ 103,600,600
984,700 American Financial Group, Inc. 27,571,600
928,200 Old Republic International 26,569,725
501,300 Acordia, Inc. 13,785,750
331,930 MAIC Holdings, Inc. (a) 10,123,865
85,000 Meridian Insurance Group 1,168,750
--------------
182,820,290

OTHER FINANCIAL--8.8%
2,640,500 First USA, Inc. 121,463,000
2,194,900 AMBAC Inc. 92,460,163
620,000 Capital One Financial Corporation 15,190,000
204,400 Fund American Enterprises Holdings, Inc. (a) 14,103,600
330,000 Duff & Phelps Corporation 3,588,750
102,200 White River Corporation (a) 3,551,450
--------------
250,356,963

BROADCASTING & PUBLISHING--9.4%
6,329,179 Tele-Communications, Inc. Class A (a) 107,596,043
1,715,400 Knight-Ridder, Inc. 95,204,700
1,432,294 TCI Communications, Inc. (a) 35,270,240
400,000 Gannett 21,750,000
500,000 Adelphia Communications Corp. (a) 4,375,000
200,000 Jones Intercable, Inc. (a) 2,500,000
--------------
266,695,983

COMPUTER SYSTEMS--.5%
1,014,000 Control Data Systems, Inc. (a) 13,435,500
210,000 InaCom Corporation (a) 2,100,000
--------------
15,535,500

PHARMACEUTICAL--3.1%
975,000 American Home Products Corporation 86,409,375

MANAGED CARE SERVICES--3.4%
1,740,000 Foundation Health Corporation (a) 73,732,500
420,000 Physicians Health Services, Inc. (a) 13,965,000
500,000 Laboratory Corporation of America Holdings 4,250,000
270,000 Right CHOICE Managed Care, Inc. (a) 3,442,500
--------------
95,390,000

MEDICAL PRODUCTS--2.4%
648,900 Sybron Corporation (a) 27,578,250
502,000 St. Jude Medical, Inc. (a) 26,731,500
550,000 Spacelabs Medical, Inc. (a) 14,162,500
--------------
68,472,250

AEROSPACE & DEFENSE--8.2%
2,351,750 Lockheed Martin Corporation 160,212,969
610,000 McDonnell Douglas Corporation 49,867,500
779,600 Logicon, Inc. 17,833,350
54,200 Alliant Techsystems, Inc. (a) 2,520,300
--------------
230,434,119
</TABLE>
See accompanying notes to financial statements.

9
<PAGE>

MACHINERY AND METAL PROCESSING--.1%
237,500 Encore Wire Corporation (a) 2,493,750

OTHER INDUSTRIAL GOODS & SERVICES--4.6%
1,699,700 The Geon Company 42,280,038
508,000 Great Lakes Chemical Corporation 34,099,500
550,000 OM Group, Inc. 15,950,000
191,200 Bandag, Incorporated Class A 9,536,100
554,200 SPX Corporation 8,590,100
190,000 USG Corp. (a) 5,533,750
170,000 UCAR International Inc. (a) 4,845,000
175,000 American Home Star Corporation (a) 2,800,000
182,600 Amtrol Inc. 2,784,650
60,200 Exide 2,641,275
50,000 Griffon Corporation (a) 418,750
71,300 Detrex Corporation (a) 409,975
-------------
129,889,138

COMMERCIAL REAL ESTATE--1.0%
1,957,200 Host Marriott Corporation (a) 24,220,350
585,700 Catellus Development Corporation (a) 3,221,350
-------------
27,441,700

FOREIGN SECURITIES--6.5%
2,650,000 DeBeers Consolidated Mines Limited ADR (b) 72,875,000
3,276,500 YPF Sociedad Anonima (b) 56,110,062
888,200 Telefonos de Mexico, S.A. de C.V. (b) 24,425,500
547,700 EVC International NV 17,182,881
697,500 Scitex Corporation Limited 12,119,063
-------------
182,712,506
TOTAL COMMON STOCKS (COST: $2,133,912,975) 2,632,028,882
</TABLE>

COMMERCIAL PAPER--7.1%

<TABLE>
<S> <C>
American Express Credit Corp., 5.70% due 11/22/95 6,000,000
American Express Credit Corp., 5.70% due 11/24/95 5,000,000
American Express Credit Corp., 5.70% due 11/30/95 8,000,000
American Express Credit Corp., 5.70% due 12/13/95 5,000,000
Ford Motor Credit Corp., 5.70% due 11/01/95 5,000,000
Ford Motor Credit Corp., 5.71% due 11/01/95 4,000,000
Ford Motor Credit Corp., 5.76% due 11/02/95 6,000,000
Ford Motor Credit Corp., 5.70% due 11/03/95 8,000,000
Ford Motor Credit Corp., 5.69% due 11/13/95 9,000,000
Ford Motor Credit Corp., 5.70% due 11/17/95 5,000,000
Ford Motor Credit Corp., 5.70% due 11/20/95 6,000,000
Ford Motor Credit Corp., 5.69% due 11/21/95 2,000,000
Ford Motor Credit Corp., 5.70% due 11/27/95 10,000,000
</TABLE>

See accompanying notes to financial statements.

10
<PAGE>

THE OAKMARK FUND
SCHEDULE OF INVESTMENTS--OCTOBER 31, 1995 (CONTINUED)
COMMERCIAL PAPER--7.1% (CONT.)

<TABLE>
<S> <C> <C>
Ford Motor Credit Corp., 5.70% due 11/28/95 $ 4,000,000
Ford Motor Credit Corp., 5.70% due 11/29/95 4,000,000
Ford Motor Credit Corp., 5.70% due 12/01/95 7,000,000
Ford Motor Credit Corp., 5.70% due 12/04/95 7,000,000
Ford Motor Credit Corp., 5.70% due 12/05/95 10,000,000
Ford Motor Credit Corp., 5.70% due 12/06/95 3,000,000
Ford Motor Credit Corp., 5.70% due 12/07/95 6,000,000
Ford Motor Credit Corp., 5.70% due 12/08/95 6,000,000
Ford Motor Credit Corp., 5.70% due 12/11/95 6,000,000
Ford Motor Credit Corp., 5.71% due 12/12/95 4,000,000
General Electric Capital Corp., 5.68% due 11/02/95 7,000,000
General Electric Capital Corp., 5.65% due 11/06/95 5,000,000
General Electric Capital Corp., 5.67% due 11/07/95 7,000,000
General Electric Capital Corp., 5.67% due 11/08/95 9,000,000
General Electric Capital Corp., 5.67% due 11/09/95 6,000,000
General Electric Capital Corp., 5.67% due 11/10/95 10,000,000
General Electric Capital Corp., 5.70% due 11/14/95 7,000,000
General Electric Capital Corp., 5.70% due 11/15/95 6,000,000
General Electric Capital Corp., 5.71% due 11/16/95 4,000,000
General Electric Capital Corp., 5.70% due 12/13/95 4,000,000
--------------
TOTAL COMMERCIAL PAPER (Cost: $201,000,000) 201,000,000
--------------
Total Investments--100.2% (Cost: $2,334,912,975) 2,833,028,882
Other liabilities, less other assets (.2)% (5,959,863)
--------------
TOTAL NET ASSETS--100% $2,827,069,019
==============
</TABLE>
- -----------
Notes:
(a) Non-income producing security.
(b) Represents an American Depositary Receipt.
(c) At October 31, 1995, net unrealized appreciation of $498,115,907 for
federal income tax purposes consisted of gross unrealized appreciation of
$553,289,304 and gross unrealized depreciation of $55,173,397. Cost for
federal income tax purposes was $2,334,912,975.

See accompanying notes to financial statements.

11
<PAGE>

THE OAKMARK FUND
STATEMENT OF ASSETS AND LIABILITIES--OCTOBER 31, 1995
<TABLE>
<S> <C> <C>
ASSETS
Investments, at value (cost: $2,334,912,975) $2,833,028,882
Cash 545,778
Receivable for:
Securities Sold 4,853,140
Fund Shares Sold 5,749,257
Dividends and Interest 4,713,433 15,315,830
----------
Other Assets 28,583
--------------
2,848,919,073
LIABILITIES AND NET ASSETS
Payable for:
Securities Purchased 18,076,273
Fund shares redeemed 900,361
Due to Adviser 2,377,099
Other 496,321
----------
Total liabilities 21,850,054
--------------
Net assets applicable to Fund shares outstanding $2,827,069,019
==============
Fund Shares Outstanding 99,284,171
==============
PRICING OF SHARES
Net asset value per share $28.47
==============
ANALYSIS OF NET ASSETS
Paid in Capital $2,218,201,560
Accumulated undistributed net realized gain on sale
of investments and foreign currency transactions 87,367,855
Net unrealized appreciation of investments 498,115,907
Accumulated undistributed net investment income 23,383,697
--------------
Net assets applicable to Fund shares outstanding $2,827,069,019
==============
</TABLE>

See accompanying notes to financial statements.

12
<PAGE>

THE OAKMARK FUND
STATEMENT OF OPERATIONS--OCTOBER 31, 1995
<TABLE>
<CAPTION>
Year Ended
October 31, 1995
----------------
<S> <C>
Investment Income:
Dividends (net of withholding of $354,146) $ 42,140,243
Interest 10,886,088
------------
Total investment income 53,026,331
------------
Expenses:
Investment advisory fee 21,215,738
Transfer and dividend disbursing agent fees and expenses 3,144,790
Custodian and accounting fees and expenses 268,307
Legal fees and expenses 70,564
Audit fees and expenses 27,850
Trustees fees and expenses 29,837
Registration and blue sky expenses 165,178
Reports to shareholders 334,371
Amortization of organization cost 34,675
Other--net 162,098
------------
Total expenses 25,453,408
------------
Net investment income 27,572,923
Net realized and unrealized gain on investments
Net realized gain on sale of investments 87,157,237
Net realized gain (loss) on foreign currency transactions (37,102)
Net change in unrealized appreciation 320,305,458
------------
Net realized and unrealized gain on investments 407,425,593
------------
Net increase in net assets resulting from operations $434,998,516
============
</TABLE>

See accompanying notes to financial statements.

13
<PAGE>

THE OAKMARK FUND
STATEMENT OF CHANGES IN NET ASSETS--OCTOBER 31, 1995

<TABLE>
<CAPTION>
Year Ended Year Ended
October 31, 1995 October 31, 1994
- -------------------------------------------------------------------------------
<S> <C> <C>
From Operations:
Net investment income $ 27,572,923 $ 16,288,352
Net realized gain on sale of investments 87,157,237 96,029,651
Net realized gain (loss) on foreign cur-
rency transactions (37,102) --
Net change in unrealized appreciation 320,305,458 386,607
-------------- --------------
Net increase in net assets from operations 434,998,516 112,704,610
Distributions to shareholders from:
Net investment income (per share $.231 in
Fiscal Year 1995 and $.23 in Fiscal Year
1994) (15,107,181) (10,879,838)
Net realized short-term gain (per share
$.7277 in Fiscal Year 1995 and $.41 in
Fiscal Year 1994) (47,575,398) (19,428,508)
Net realized long-term gain (per share
$.7411 in Fiscal Year 1995 and $.36 in
Fiscal Year 1994) (48,452,482) (17,059,178)
-------------- --------------
(111,135,061) (47,367,524)
From Fund share transactions:
Reinvestment of dividends and capital gains
distributions 106,504,973 45,046,719
Proceeds from shares sold 1,384,343,262 1,168,751,822
Payments for shares redeemed (664,894,744) (708,888,845)
-------------- --------------
Net increase in net assets from Fund share
transactions 825,953,491 504,909,696
-------------- --------------
Total increase in net assets 1,149,816,946 570,246,782
Net assets:
Beginning of period 1,677,252,073 1,107,005,291
-------------- --------------
End of period (including undistributed net
investment income of $23,383,697 and
$10,917,955, respectively) $2,827,069,019 $1,677,252,073
============== ==============
</TABLE>

See accompanying notes to financial statements.

14
<PAGE>

HARRIS ASSOCIATES INVESTMENT TRUST
THE OAKMARK FUND

NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

The following are the significant accounting policies of The Oakmark Fund
("the Fund"), a series of the Harris Associates Investment Trust (a
Massachusetts business trust).

Security valuation--

Investments are stated at current value. Securities traded on securities
exchanges and securities traded on the NASDAQ National Market are valued at
the last sales price on the day of valuation, or if lacking any reported sales
that day, at the most recent bid quotation. Over-the-counter securities not so
traded are valued at the most recent bid quotation. Money market instruments
having a maturity of 60 days or less from the date of valuation are valued on
an amortized cost basis which approximates market value. Securities for which
quotations are not readily available are valued at a fair value as determined
by the Trustees.

Security transactions and investment income--

Security transactions are accounted for on the trade date (date the order to
buy or sell is executed) and dividend income is recorded on the ex-dividend
date. Interest income and expenses are recorded on the accrual basis.

Fund shares are sold and redeemed on a continuing basis at net asset value.
Net asset value per share is determined daily as of the closing of regular
trading on the New York Stock Exchange on each day the Exchange is open for
trading by dividing the total value of the Fund's investments and other
assets, less liabilities, by the number of Fund shares outstanding.

Federal income taxes, dividends and distributions to shareholders--

No provision is made for Federal income taxes since the Fund elects to be
taxed as a "regulated investment company" and make such distributions to its
shareholders as to be relieved of all Federal income taxes under provisions of
current Federal tax law.

2. TRANSACTIONS WITH AFFILIATES

15
<PAGE>

net assets and .90% of the net assets of the fund in excess of $5 billion as
determined at the end of each preceding calendar month. The investment
advisory agreement of the Fund provides that the Adviser will reimburse the
Fund to the extent that its annual expenses, excluding certain expenses,
exceed the applicable limits prescribed by any state in which the Fund's
shares are offered for sale.

In connection with the organization of the Fund, expenses of approximately
$146,500 were advanced to the Fund by the Adviser. These expenses are being
reimbursed to the Adviser and amortized by the Fund on a straight line basis
through July, 1996.

The Fund's initial shareholder has agreed that, if any of the initial shares
are redeemed during the first 60 months of the Fund's operations, the proceeds
of redemption will be reduced by the pro rata share of the unamortized
expenses as of the date of redemption, to the extent the Fund is obligated to
reimburse such expenses to the Adviser. The pro rata share by which the
redemption proceeds shall be reduced shall be derived by dividing the number
of original shares redeemed by the total number of original shares outstanding
at the time of redemption.

Certain officers and trustees of the Fund are also executives and employees
of the Adviser. The Fund makes no direct payments to its officers who are
affiliated with the Adviser. The Fund paid trustees fees of $29,837 in 1995
and $16,000 in 1994 to trustees of the Fund not affiliated with the Adviser.

During the periods ended October 31, 1995 and October 31, 1994 the Fund
incurred brokerage commissions of $2,100,849 and $2,286,161, respectively, of
which $389,339 and $244,055 were paid to an affiliate of the Adviser.

3. FUND SHARE TRANSACTIONS

Proceeds and payments on Fund shares as shown in the statement of changes in
net assets are in respect of the following number of shares (in thousands):

<TABLE>
<CAPTION>
Year ended Year ended
October 31, 1995 October 31, 1994
- ----------------------------------------------------------------------------
<S> <C> <C>
Shares issued in reinvestment of dividend
and capital gain distributions 4,782 1,948
Shares sold 54,044 48,461
Less shares redeemed (26,065) (29,668)
------- -------
Net increase in shares outstanding 32,761 20,741
======= =======
</TABLE>

4. INVESTMENT TRANSACTIONS

<TABLE>
<CAPTION>
Year ended Year ended
October 31, 1995 October 31, 1994
- ------------------------------------------------------------------------------
<S> <C> <C>
Investment securities (excluding short term
securities) in thousands:
Purchases $1,085,381 $733,331
Proceeds from sales 359,990 366,527
</TABLE>

16
<PAGE>

THE OAKMARK FUND
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

<TABLE>
<CAPTION>
Year ended October 31, Period ended
1995 1994 1993 1992 Oct. 31, 1991(a)
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value,
Beginning of Period $ 25.21 $ 24.18 $ 17.11 $ 12.10 $10.00
Income From Investment
Operations:
Net Investment Income
(Loss) 0.30 0.27 0.17 (0.03)(d) (0.01)
Net Gains or Losses on
Securities (both
realized and
unrealized) 4.66 1.76 7.15 5.04 2.11
-------- -------- -------- ------- -------
Total From Investment
Operations 4.96 2.03 7.32 5.01 2.10
Less Distributions:
Dividends (from net
investment income) (0.23) (0.23) (0.04) -- --
Distributions (from
capital gains) (1.47) (0.77) (0.21) -- --
-------- -------- -------- ------- -------
Total Distributions (1.70) (1.00) (0.25) -- --
Net Asset Value, End of
Period $ 28.47 $ 25.21 $ 24.18 $ 17.11 $12.10
======== ======== ======== ======= =======
Total Return 21.55% 8.77% 43.21% 41.40% 87.10%*
Ratios/Supplemental
Data:
Net Assets, End of
Period ($ million) $2,827.1 $1,677.3 $1,107.0 $ 114.7 $ 4.8
Ratio of Expenses to
Average Net Assets 1.17% 1.22% 1.32% 1.70% 2.50%(b)*
Ratio of Net Income
(Loss) to Average Net
Assets 1.27% 1.19% 0.94% (0.24)% (0.66)%(c)*
Portfolio Turnover Rate 18% 29% 18% 34% 0%
</TABLE>
- -----------
*Ratios for the period have been determined on an annualized basis.
(a) From August 5, 1991, the date on which Fund shares were first offered for
sale to the public.
(b) If the Fund had paid all of its expenses and there had been no
reimbursement by the Adviser, this annualized ratio would have been 4.92%
for the period.
(c) Computed giving effect to the Adviser's expense limitation undertaking.
(d) Based on average month-end shares outstanding.

17
<PAGE>

THE VALUE OF A $10,000 INVESTMENT IN THE OAKMARK INTERNATIONAL FUND FROM ITS
INCEPTION (9/30/92) TO PRESENT (10/31/95)
AS COMPARED TO THE MORGAN STANLEY WORLD EX U.S. INDEX.

<TABLE>

[GRAPH APPEARS HERE]

<CAPTION>
Measurement Period THE OAKMARK M.S. WORLD
(Fiscal Year Covered) INTERNATIONAL EX U.S. INDEX
- ------------------- ------------- ---------
<S> <C> <C>
Measurement Pt-
09/30/92 $10,000 $10,000
10/31/92 $ 9,800 $ 9,505
$10,833 $ 9,621
$12,105 $11,764
$12,607 $12,233
10/31/93 $14,454 $12,981
$16,487 $13,786
$15,382 $13,664
$15,194 $13,899
10/31/94 $15,121 $14,265
$13,698 $13,124
$14,399 $14,437
$15,506 $14,911
10/31/95 $14,659 $14,248
</TABLE>

<TABLE>
<CAPTION>
Average Annual Total Return*
Through 10/31/95
----------------------------
Total Return* Total Return* From Inception
Last 3 mos. Last 6 mos. From 10/31/94 9/30/92
------------- ------------- ------------- --------------
<S> <C> <C> <C> <C>
OAKMARK INTERNATIONAL (5.5)% 1.8% (3.1)% 13.2%
Morgan Stanley World ex
U.S.* (4.5)% (1.3)% (0.1)% 12.2%
Morgan Stanley EAFE* (4.6)% (1.6)% (0.4)% 12.3%
Lipper Analytical
International
Fund Average* (2.1)% 4.7% (0.6)% 12.6%
</TABLE>
10/31/95 NAV $12.97

REPORT FROM DAVID G. HERRO, PORTFOLIO MANAGER

Dear Fellow Shareholders:

A large ship that carries cargo across the ocean will no doubt encounter many
types of conditions on its journey; anything from clear skies and still water
to the occasional storm at sea. But to an experienced crew with a good ship,
the weather really doesn't make much difference. They've made the trip many
times before and always deliver the goods to port.

*Total return includes change in share prices and in each case included
reinvestment of any dividends and capital gain distributions. Each of the three
indexes or averages is an unmanaged group of stocks whose composition is
different from the Fund. The Morgan Stanley World ex U.S. Index includes 19
country sub-indexes. The Morgan Stanley EAFE Free Index refers to Europe, Asia
and the Far East and includes 18 country sub-indexes. The Lipper International
Fund Average includes 106 mutual funds that invest in securities whose primary
markets are outside the United States. Past performance is no guarantee of
future performance.
LOGO

18
<PAGE>

In many ways the Oakmark International Fund is experiencing this type of
journey. The past year has been turbulent, to say the least. Most foreign
markets have been weak since the peso crisis of last year, and our Fund has
not escaped the consequences. On a relative basis it's been particularly
difficult to compete against the booming U.S. market. But our results are
positive, and as I write this (December 1, 1995) our Fund is now up 7.25%*
since January 1, 1995.

THE GLOBAL PICTURE

The Fund's performance in recent months can be traced to three factors:
geographic exposure, industry focus and global money flows. First, the Fund's
Latin American investments (particularly Mexico) have significantly
underperformed. These markets continue to be buffeted by currency and
political speculation. Second, investors concerned with the declining rate of
worldwide industrial growth, have avoided many of the cyclical companies we
find extremely undervalued. Lastly, the flow of investment funds is running
against us. We have heard from the large global brokerage firms that there
continues to be strong flows of money into the U.S. market and out of foreign
markets, generally causing downturns and price volatility in the foreign
markets.

So, like our ocean freighter analogy, while we have hit some rough water and
our speed has slowed, we continue to proceed toward our destination. The most
recent weeks indicate we may see smoother water ahead.

I remain extremely optimistic about the prospects for both the Fund and
foreign makets. The companies we own are strong and diverse, and most
importantly, they are selling at bargain basement prices. Consider the
following:

TELEMEX (4% OF THE PORTFOLIO)

CURRENT SITUATION: Down 13.5% in the four weeks through October 31, 1995 yet
up 21.5% for the month of November.

REASON FOR OPTIMISM: Telemex will generate more than $1 billion (U.S.
dollars) a year in free cash with just a trace of debt. The company has been
actively buying back stock and has proposed buying even more. All of this has
occurred during a harsh recession in Mexico. The stock sells at a price less
than 10 times earnings and long-term prospects are bright.

19
<PAGE>

VOLVO (4% OF THE PORTFOLIO)

CURRENT SITUATION: Down 12% in the four weeks through October 31, 1995, and
down 9% for the month of November.

REASON FOR OPTIMISM: The company has recognized its problems, replaced
management and is attacking costs. With planned asset sales, by 1997 half of
the current share price will be in cash on the balance sheet. Management has
pledged to use this cash to bolster shareholder value. On an adjusted basis,
the stock sells at just 3 times earnings.

ASIA PULP AND PAPER (3% OF THE PORTFOLIO)

CURRENT SITUATION: Down 15.4% in the four weeks through October 31, 1995,
yet up 1.2% for the month of November. The stock was down due to fears of
weaker pulp prices. The fears are overdone! There is little new pulp capacity
on the horizon, and thus prices will soon stabilize. The company is one of the
world's lowest cost producers and is located in the world's fastest growing
region.

REASON FOR OPTIMISM: It's clear that fears of paper and pulp prices
collapsing have been overdone. These prices are supply driven and there is
little new capacity coming on stream. The company sells at 4 times normal
earnings and below book value.

These are just few examples in overseas markets where current share prices
do not come close to reflecting true value. This is the nature of equity
market investment; over short periods of time price and value seldom match. We
believe patient investors will be rewarded, because over the longer term share
prices tend to reflect value. Just as storms at sea eventually subside, value
and price converge.

TRAVELLER'S LOG...AUSTRALASIA

In my last quarterly letter I briefly mentioned the differences between the
Australian and New Zealand economies. They can be as opposite as night and
day, yet they share some similarities as well. For example, both countries
seem to be keenly aware of good corporate governance and have responsible,
owner-oriented managements. However, the macroeconomic environment of the two
countries are quite distinctive.

NEW ZEALAND

MACRO: During the past 10 years New Zealand has completely deregulated and
embraced just about every free market reform imaginable. The results are
stunning: huge budget surpluses, surging productivity, very low unemployment,
strong economic growth and low inflation.

20
<PAGE>

MICRO: We have been able to find a number of examples of strong, competitive
companies, though most have proven to be too small for the Fund. Our lone New
Zealand position is LION NATHAN, which brews Steinlager and other drinks
brands. Lion has close to 50% of the Australasian beer market and is a
franchisee for both Pepsi and Gatorade. In addition, the company has opened up
brewing operations in China that already are profitable. Lion has wisely used
its free cash flow to pay down debt, increase dividends and make intelligent
investments.

AUSTRALIA

MACRO: The country has archaic collective bargaining agreements and is not
as open as it should be. As one might predict, Australia has lagged behind New
Zealand in productivity and employment growth while suffering a higher rate of
inflation. They are still running huge "normalized" budget deficits as well.

MICRO: Despite the macro picture, we have found good values in Australia.
PIONEER INTERNATIONAL is an excellent example of an extremely well-run, global
company. Pioneer has global building materials businesses (concrete,
aggregates, cement, etc.) that are well positioned for the continuing boom in
global infrastructure development. On top of this, they have prudently used
cash to pay down debt and expand their global franchises to the fast growing
regions of the world.

Ideally, over time Australia will adopt policies similar to New Zealand,
adding a positive new element to the Australasian economic environment!

DAVID G. HERRO
Portfolio Manager
OAKIX @aol.com
72242. [email protected]
December 1, 1995

21
<PAGE>

THE OAKMARK INTERNATIONAL FUND
SCHEDULE OF INVESTMENTS--OCTOBER 31, 1995
<TABLE>
<CAPTION>
Shares Held Description Market Value
- -------------------------------------------------------------------------------
COMMON STOCKS--94.5%
CONSUMER NON-DURABLES--4.4%
<C> <S> <C> <C>
90,210,000 Yue Yuen Industrial
(Holdings) Limited (Hong Athletic Footwear
Kong) Manufacturing $ 23,626,790
61,533 Chargeurs S.A. (France) Entertainment & Wool
Production Holding
Company 12,658,676
------------
36,285,466

FOOD--7.5%
18,069,300 Lion Nathan Limited (New
Zealand) New Zealand Brewer 41,031,350
4,939,000 Leong Hup Holdings Berhad
(Malaysia) Major Poultry Operation
in Malaysia and KFC
Operator 7,463,896
3,300,265 Burns, Philp & Company
Limited (Australia) Yeast and Spices 7,390,904
36,970 Lotte Chilsung Beverage
(Korea) Manufacturer of Soft
Drinks, Juices, & Sport
Drinks 5,314,906
------------
61,201,056

HOUSEHOLD PRODUCTS--3.5%
2,017,853 Reckitt & Colman PLC
(Great Britain) Household Cleaners and
Air Fresheners 21,470,594
3,430,600 London International Group
PLC (Great Britain) Latex Products 7,105,274
------------
28,575,868

RETAIL--4.9%
24,995,000 Giordano Holdings Limited
(Hong Kong) East Asian Clothing
Retailer & Manufacturer 20,689,887
462,900 Macintosh (Netherlands) Non-Food Specialty
Retailer 13,495,627
16,702,189 Alparagatas Sociedad
Anonima Industrial Y
Comercial (Argentina) Textiles 5,928,684
------------
40,114,198

TELECOMMUNICATIONS--5.4%
1,049,700 Telefonos de Mexico, S.A.
de C.V. Telephone Company in
(Mexico) (b) Mexico 28,866,750
935,500 Call Net Enterprises, Inc.
Common (Canada) (a) Telecommunications 7,855,184
944,300 Call Net Enterprises, Inc.
Class B (Canada) (a) Telecommunications 7,752,872
------------
44,474,806
</TABLE>

See accompanying notes to financial statements.

22
<PAGE>

THE OAKMARK INTERNATIONAL FUND
SCHEDULE OF INVESTMENTS--OCTOBER 31, 1995 (CONTINUED)
<TABLE>
<CAPTION>
Shares Held Description Market Value
- -------------------------------------------------------------------------------
TRANSPORTATION--5.8%
<C> <S> <C> <C>
1,544,000 AB Volvo (Sweden) Automobiles $ 34,760,112
3,548,033 CIADEA S.A.
(Argentina) (a) Assembler and
Distributor of
Automobiles 12,949,026
-------------
47,709,138
OIL AND NATURAL GAS--4.0%
1,730,500 YPF Sociedad Anonima
(Argentina) (b) Oil Exploration,
Production and
Marketing 29,634,813
55,609 Total S.A. (France) Oil Production and
Refining 3,436,543
-------------
33,071,356

ELECTRIC--2.7%
4,760,230 Union Electrica Fenosa
S.A. (Spain) Spanish Electric Utility 22,152,396

BANKS--13.7%
1,512,850 Svenska Handelsbanken
(Sweden) Large Swedish Bank 26,540,828
5,209,175 Banco de Galicia Y Buenos
Aires (Argentina) Argentinian Bank 24,584,848
145,100 Banco Popular Espanol
(Spain) Large Spanish Bank 23,050,993
1,455,400 Banco Espirito Santo E
Comercial de Lisboa,
S.A. (Portugal) Portuguese Bank 21,381,306
34,885,000 Grupo Financiero
Bancomer, S.A. De C.V. Large Mexican Financial
(GFB)--B (Mexico) (a) Group 9,008,898
326,080 Banco Espirito Santo E
Comercial de Lisboa,
S.A. Rights (Portugal) Portuguese Bank 4,790,447
6,129,630 Grupo Financiero
Bancomer, S.A. De C.V. Large Mexican Financial
(GFB)--L (Mexico) (a) Group 1,419,493
185,715 Banco Frances del Rio de
la Plata S.A.
(Argentina) Argentinian Bank 1,350,014
-------------
112,126,827

INVESTMENT COMPANIES--0.5%
6,000,000 The Central European
Growth Fund PLC (Great
Britain) Diversified, Closed-End
Fund Investing in
Central Europe 3,747,036

COMPUTER SYSTEMS--3.0%
1,414,500 Scitex Corporation
Limited (Israel) (b) Color Pre-Press Systems 24,576,938
</TABLE>

See accompanying notes to financial statements.

23
<PAGE>

THE OAKMARK INTERNATIONAL FUND
SCHEDULE OF INVESTMENTS--OCTOBER 31, 1995 (CONTINUED)
<TABLE>
<CAPTION>
Shares Held Description Market Value
- -------------------------------------------------------------------------------
MARKETING SERVICES--3.6%
<C> <S> <C> <C>
21,654,328 Cordiant PLC (Great
Britain) (a) Advertising Agency
Holding Company $ 29,443,039
AEROSPACE--7.4%
2,344,666 British Aerospace Public
Limited Company Defense and Civil
(Great Britain) Aviation 26,282,501
7,548,737 Rolls-Royce Public Limited
Company (Great
Britain) Jet Engines 18,379,534
6,248,000 Hong Kong Aircraft
Engineering Company
Limited (Hong Kong) Commercial Aircraft
Overhaul and
Maintenance 16,081,224
------------
60,743,259

COMPONENTS--1.7%
6,685,000 Varitronix International
Holdings Limited
(Hong Kong) Liquid Crystal Displays 12,753,178
1,840,000 Chen Hsong Holdings
Limited (Hong Kong) Plastic Injection
Moulding Machines 1,070,916
------------
13,824,094

FORESTRY PRODUCTS--5.2%
2,355,000 Asia Pulp & Paper Company
Ltd (a) (Indonesia)
Paper & Packaging
Products in Asia 24,138,750
360,700 Mo och Domsjo AB (Sweden) Paper, Pulp & Timber 18,359,275
144,000 Empaques Ponderosa, S.A.
(Mexico) (a) Boxboard 303,158
------------
42,801,183

MACHINERY AND METAL PROCESSING--1.9%
115,849 Strafor Facom (France) Metal Processing, Office
Equipment, Mining Tools 13,977,405
6,180,000 Lochpe-Maxion (Brazil) Agricultural Machinery &
Automotive Parts 1,927,572
------------
15,904,977

MINING AND BUILDING MATERIALS--3.0%
9,854,423 Pioneer International Concrete Products,
(Australia) Aggregates 24,170,660
</TABLE>

See accompanying notes to financial statements.

24
<PAGE>

THE OAKMARK INTERNATIONAL FUND
SCHEDULE OF INVESTMENTS--OCTOBER 31, 1995 (CONTINUED)
<TABLE>
<CAPTION>
Shares Held Description Market Value
- --------------------------------------------------------------------------------
OTHER INDUSTRIAL GOODS AND SERVICES--9.4%
<C> <S> <C> <C>
21,596,600,000 Usiminas (Brazil) Steel Production $ 20,208,921
643,200 EVC International NV
(Netherlands) Western European PVC
Manufacturer 20,178,984
1,466,000 Avesta Sheffield
(Sweden) Stainless Steel 14,459,989
65,400 ECCO Travail Temporaire
(France) European Temporary
Employment Services 10,137,461
700,966 Tung-Ho Steel Enterprise
Corp. (Taiwan) (a)
Taiwanese Manufacturer
of Steel Bars and H-
Beams 7,184,902
14,040,000 Lamex Holdings Limited
(Hong Kong)
Hong Kong's Largest
Office Furniture
Supplier 3,141,508
60,000 Groupe Legris Industries
(France) Europe's Leading Crane
Manufacturer 1,742,295
------------
77,054,060

SHIPBUILDING--4.6%
951,610 Kvaerner (Norway) Shipbuilding and 37,899,354
Engineering

REAL ESTATE AND CONSTRUCTION--2.3%
127,332 Hollandsche Beton Groep
nv (Netherlands) Construction 19,207,134
------------
TOTAL COMMON STOCKS (COST: $868,131,191) 775,082,845

COMMERCIAL PAPER--3.0%
Ford Motor Credit Corp., 5.72% due 11/02/95 1,500,000
Ford Motor Credit Corp., 5.73% due 11/02/95 5,000,000
Ford Motor Credit Corp., 5.75% due 11/02/95 5,000,000
Ford Motor Credit Corp., 5.76% due 11/02/95 3,000,000
General Electric Capital Credit Corp., 5.69% due 11/01/95 8,000,000
General Electric Capital Credit Corp., 5.73% due 11/03/95 2,000,000
------------
TOTAL COMMERCIAL PAPER (COST: $24,500,000) 24,500,000
------------
Total Investments--97.5% (Cost: $892,631,191) 799,582,845
Foreign currencies--0.0% (Cost: $322,067) 321,211
Other assets, less other liabilities--2.5% (c) 19,827,486
------------
TOTAL NET ASSETS --100% $819,731,542
============
</TABLE>
- -----------
Notes:
(a) Non-income producing security.
(b) Represents an American Depositary Receipt.
(c) Includes portfolio and transaction hedges.
(d) At October 31, 1995, net unrealized depreciation of $93,049,202 for
federal income tax purposes consisted of gross unrealized appreciation of
$69,234,440 and gross unrealized depreciation of $162,283,642. Cost for
federal income tax purposes was $892,953,258.

See accompanying notes to financial statements.

25
<PAGE>

THE OAKMARK INTERNATIONAL FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
COUNTRY DIVERSIFICATION--OCTOBER 31, 1995
<TABLE>
<CAPTION>
% of Fund
Net
Country Assets
- ---------------------------------------------------------------
<S> <C>
ARGENTINA 9.1%
Alparagatas Sociedad Anonima Industrial Y Comercial
Banco de Galicia y Buenos Aires
Banco Frances del Rio de la Plata S.A.
CIADEA S.A.
YPF Sociedad Anonima
AUSTRALIA 3.9%
Burns, Philp & Company Limited
Pioneer International
BRAZIL 2.7%
lochpe-Maxion
Usiminas
CANADA 1.9%
Call Net Enterprises Inc. Class B
Call Net Enterprises Inc. Common
CENTRAL EUROPE 0.5%
The Central European Growth Fund PLC
FRANCE 5.1%
Chargeurs S.A.
Ecco S.A
Groupe Legris Industries
Strafor Facom
Total S.A.
GREAT BRITAIN 12.5%
British Aerospace Public Limited Company
Cordiant PLC
London International Group PLC
Reckitt & Colman PLC
Rolls Royce Public Limited Company
HONG KONG 9.4%
Chen Hsong Holdings Limited
Giordan Holdings Limited
Hong Kong Aircraft Engineering Company Limited
Lamex Holdings Limited
Varitronix International Holdings Limited
Yue Yuen Industrial (Holdings) Limited
INDONESIA 2.9%
Asia Pulp & Paper Company Ltd
ISRAEL 3.0%
Scitex Corporation Limited
KOREA 0.6%
Lotte Chilsung Beverage
</TABLE>

See accompanying notes to financial statements.

26
<PAGE>

THE OAKMARK INTERNATIONAL FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
COUNTRY DIVERSIFICATION--OCTOBER 31, 1995
<TABLE>
<CAPTION>
% of Fund
Net
Country Assets
- -------------------------------------------------------------
<S> <C>
MALAYSIA 0.9%
Leong Hup Holdings Berhad
MEXICO 4.8%
Empaques Ponderosa, S.A.
Grupo Financiero Bancomer, S.A. De C.V. (GFB)-B
Grupo Financiero Bancomer, S.A. De C.V. (GFB)-L
Telefonos de Mexico, S.A. de C.V.
NETHERLANDS 6.5%
EVC International NV
Hollandsche Beton Groep nv
Macintosh
NEW ZEALAND 5.0%
Lion Nathan Limited
NORWAY 4.6%
Kvaerner
PORTUGAL 3.2%
Banco Espirito Santo E. Comercial de Lisboa, S.A.
SPAIN 5.5%
Banco Popular Espanol
Union Electrica Fenosa S.A.
SWEDEN 11.5%
Avesta Sheffield
Mo och Domsjo AB
Svenska Handelsbanken
Volvo AB
TAIWAN 0.9%
Tung-Ho Steel Enterprise Corp.
</TABLE>

See accompanying notes to financial statements.

27
<PAGE>

THE OAKMARK INTERNATIONAL FUND
STATEMENT OF ASSETS AND LIABILITIES--OCTOBER 31, 1995

<TABLE>
<S> <C> <C>
ASSETS
Investments, at value (cost: $892,631,191) $799,582,845
Cash 399,986
Foreign currency, at value (cost: $322,067) 321,211
Receivable for:
Forward foreign currency contracts $ 969,909
Securities sold 29,020,934
Fund shares sold 662,786
Dividends and interest 3,379,012
-----------
Total receivables 34,032,641
Other assets 21,533
------------
Total assets $834,358,216
LIABILITIES AND NET ASSETS
Payable for:
Securities purchased $ 2,374,806
Fund shares redeemed 1,884,706
Forward foreign currency contracts 9,103,567
Due to adviser 769,279
Other 494,316
-----------
Total liabilities 14,626,674
------------
Net assets applicable to Fund shares outstanding $819,731,542
============
Fund shares outstanding 63,224,193
============
PRICING OF SHARES
Net asset value per share $12.97
============
ANALYSIS OF NET ASSETS
Paid in Capital $862,870,293
Accumulated undistributed net realized gain on sale
of investments, forward contracts and foreign cur-
rency transactions 26,425,139
Net unrealized depreciation of investments and for-
eign currencies (93,049,202)
Net unrealized depreciation of foreign currency
portfolio hedges (8,062,429)
Net unrealized appreciation--other 169,294
Accumulated undistributed net investment income 31,378,447
------------
Net assets applicable to Fund shares outstanding $819,731,542
============
</TABLE>

See accompanying notes to financial statements.

28
<PAGE>

THE OAKMARK INTERNATIONAL FUND
STATEMENT OF OPERATIONS--OCTOBER 31, 1995
<TABLE>
<CAPTION>
Year Ended
October 31, 1995
----------------
<S> <C>
Investment Income:
Dividends $ 28,937,627
Interest 2,162,084
Foreign taxes withheld (3,686,997)
-------------
Total investment income 27,412,714
Expenses:
Investment advisory fee 9,916,904
Transfer and dividend disbursing agent fees and expenses 1,455,154
Custodian and accounting fees and expenses 1,273,334
Legal fees and expenses 48,041
Audit fees and expenses 37,848
Trustees fees and expenses 18,580
Registration and blue sky expenses 136,505
Reports to shareholders 311,789
Amortization of organization cost 9,490
Other--net 461,762
-------------
Total expenses 13,669,407
-------------
Net investment income 13,743,307
Net realized and unrealized gain (loss) on investments
Net realized gain on sale of investments 62,822,164
Net realized loss on foreign currency transactions (26,735,730)
Net change in unrealized appreciation (depreciation) of:
Investments and foreign currency transactions (120,637,092)
Forward foreign currency contracts 17,767,564
Other foreign currency transactions (20,391)
-------------
Net realized and unrealized gain (loss) on investments,
forward contracts and foreign currency transactions (66,803,485)
-------------
Net decrease in net assets resulting from operations $ (53,060,178)
=============
</TABLE>

See accompanying notes to financial statements.

29
<PAGE>

THE OAKMARK INTERNATIONAL FUND
STATEMENT OF CHANGES IN NET ASSETS--OCTOBER 31, 1995
<TABLE>
<CAPTION>
Year Ended Year Ended
October 31, 1995 October 31, 1994
- -------------------------------------------------------------------------------
<S> <C> <C>
From Operations:
Net investment income $ 13,743,307 $ 18,774,576
Net realized gain on sale of investments 62,822,164 117,306,013
Net realized gain (loss) on foreign cur-
rency trasactions (26,735,730) (39,262,860)
Net change in unrealized appreciation (de-
preciation) of investments and foreign
currencies (120,637,092) (58,275,156)
Net change in unrealized appreciation (de-
preciation) of forward foreign currency
contracts 17,767,564 (27,201,474)
Net change in unrealized appreciation (de-
preciation) - other (20,391) 145,115
-------------- ---------------
Net increase in net assets from operations (53,060,178) 11,486,214
Distributions to shareholders from:
Net investment income (per share $.08 in
fiscal 1994) 0 (5,086,447)
Net realized short-term gain (per share
$.6863 in fiscal year 1995 and $.15 in
fiscal year 1994) (56,722,392) (10,445,839)
Net realized long-term gain (per share
$.3725 in fiscal year 1995) (30,791,949) 0
-------------- ---------------
(87,514,341) (15,532,286)
From Fund share transactions:
Reinvestment of dividends and capital gains
distributions 81,810,540 15,134,825
Proceeds from shares sold 312,101,705 1,562,821,681
Payments for shares redeemed (719,598,750) (1,103,291,079)
-------------- ---------------
Net increase (decrease) in net assets from
Fund share transactions (325,686,505) 474,665,427
-------------- ---------------
Total increase in net assets (466,261,024) 470,619,355
Net assets:
Beginning of period 1,285,992,566 815,373,211
-------------- ---------------
End of period (including undistributed net
investment income of $31,378,447 and
$17,635,140, respectively) $ 819,731,542 $ 1,285,992,566
============== ===============
</TABLE>

See accompanying notes to financial statements.

30
<PAGE>

HARRIS ASSOCIATES INVESTMENT TRUST
THE OAKMARK INTERNATIONAL FUND

NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

The following are the significant accounting policies of The Oakmark
International Fund ("the Fund"), a series of the Harris Associates Investment
Trust (a Massachusetts business trust).

Security valuation--

Investments are stated at current market value. The values of portfolio
securities are generally based upon market quotations which, depending upon
local convention or regulation, may be last sale price, last bid or asked
price, or the mean between last bid and asked prices as of, in each case, the
close of the appropriate exchange or other designated time. Securities for
which quotations are not available and any other assets are valued at a fair
value as determined in good faith by the Board of Trustees. If such quotations
are not available, the rate of exchange will be determined in accordance with
policies established in good faith by the Board. Money market instruments
having a maturity of 60 days or less from the date of valuation are valued on
an amortized cost basis which approximates market.

Foreign currency translations--

Values of investments and other assets and liabilities denominated in
foreign currencies are translated into U.S. dollars using the mean of the bid
and offer prices of such currencies at the time of valuation. Purchases and
sales of investments and dividend and interest income are converted at the
prevailing rate of exchange on the respective dates of such transactions.

The Fund does not isolate that portion of the results of operations
resulting from changes in foreign exchange rates on investments from the
fluctuations arising from changes in market prices of securities held. Such
fluctuations are included with the net realized gain or loss from investments.

Net realized gain on foreign currency transactions arise from sales of
foreign currencies, currency gains or losses realized between the trade and
settlement dates on securities transactions, the difference between the
amounts of dividends, interest, and foreign withholding taxes recorded on the
Fund's books, and the U.S. dollar equivalent of the amounts actually received
or paid, and the realized gains or losses resulting from the portfolio and
transaction hedges.

31
<PAGE>

Net unrealized appreciation--other includes the following components:

<TABLE>
<S> <C>
Unrealized appreciation on open securities purchases $ 517
Unrealized appreciation on open securities sales 38,079
Unrealized depreciation on transaction hedge purchases (2,445)
Unrealized depreciation on transaction hedge sales (68,784)
Unrealized appreciation on dividends and dividend reclaim
receivable 202,332
Other--net (405)
--------
$169,294
========
</TABLE>

Security transactions and investment income--

Fund shares are sold and redeemed on a continuing basis at net asset value.
Net asset value per share is determined on each day the New York Stock
Exchange is open for trading by dividing the total value of the Fund's
investments and other assets, less liabilities, by the number of Fund shares
outstanding.

Forward foreign currency contracts--

At October 31, 1995, the Fund had entered into forward foreign currency
contracts under which it is obligated to exchange currencies at specified
future dates. The Fund's currency transactions are limited to transaction
hedging and portfolio hedging involving either specific transactions or
portfolio positions.

The contractual amounts of forward foreign exchange contracts do not
necessarily represent the amounts potentially subject to risk. The measurement
of the risks associated with these instruments is meaningful only when all
related and offsetting transactions are considered. Risks arise from the
possible inability of counterparties to meet the terms of their contracts and
from movements in currency values. The Fund had the following outstanding
contracts at October 31, 1995:

32
<PAGE>

Portfolio Hedges:

<TABLE>
<CAPTION>
Unrealized
U.S. Appreciation
Dollar Settlement (Depreciation)
Foreign Currency Proceeds Date at October 31, 1995
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
1,000,000,000 Spanish Pesetas 8,063,216 December 1995 $ (89,487)
1,000,000,000 Spanish Pesetas 8,165,932 January 1996 31,264
2,153,250,000 Spanish Pesetas 17,733,899 February 1996 265,712
1,191,800,000 Spanish Pesetas 9,541,270 February 1996 (116,501)
45,000,000 French Francs 9,410,682 February 1996 224,305
40,534,000 French Francs 8,210,249 February 1996 (63,100)
49,760,000 French Francs 10,000,000 March 1996 (150,518)
18,794,637 Pounds Sterling 29,883,473 January 1996 220,735
12,738,854 Pounds Sterling 19,899,364 March 1996 (177,727)
9,458,000 Netherlands Guilders 5,939,462 February 1996 (89,230)
47,574,000 Netherlands Guilders 30,000,000 March 1996 (380,552)
15,152,000 Netherlands Guilders 9,589,873 April 1996 (97,772)
108,870,000 Norwegian Kroner 17,693,808 November 1995 207,151
156,370,000 Swedish Krona 21,279,173 November 1995 (2,252,006)
78,810,000 Swedish Krona 10,691,901 December 1995 (1,142,003)
198,987,500 Swedish Krona 26,992,336 December 1995 (2,858,049)
113,595,000 Swedish Krona 15,421,531 January 1996 (1,594,651)
-----------
Net unrealized depreciation $(8,062,429)
===========
</TABLE>

Transaction Hedges:

Purchases:

<TABLE>
<CAPTION>
Unrealized
Appreciation
U.S. Foreign Currency Settlement (Depreciation)
Dollar Proceeds Date at October 31, 1995
- -------------------------------------------------------------------
<S> <C> <C> <C>
$801,711 5,307,605 Swedish Krona November 1995 $(2,445)
-------
Net unrealized depreciation $(2,445)
=======
</TABLE>

Sales:

<TABLE>
<CAPTION>
Unrealized
U.S. Appreciation
Dollar Settlement (Depreciation)
Foreign Currency Proceeds Date at October 31, 1995
- ---------------------------------------------------------------------------
<S> <C> <C> <C>
10,117,320 Australian Dollars $7,642,577 November 1995 $(64,096)
299,023 Brazilian Real 310,835 November 1995 (64)
760,805,389 Spanish Pesetas 6,243,277 November 1995 9,978
9,936,431 French Francs 2,027,222 November 1995 (4,726)
4,664,594 Pounds Sterling 7,358,753 November 1995 (16,100)
521,523 Netherlands Guilders 331,990 November 1995 1,452
2,802,469 New Zealand Dollar 1,845,397 November 1995 (4,540)
149,849,449 Portuguese Escudo 1,014,923 November 1995 5,088
16,494,258 Swedish Krona 2,488,075 November 1995 4,224
--------
Net unrealized depreciation $(68,784)
========
</TABLE>

At October 31, 1995, the Fund had sufficient cash and/or securities to cover
any commitments under these contracts.

Federal income taxes, dividends and distributions to shareholders--

No provision is made for federal income taxes since the Fund elected to be
taxed as a "regulated investment company" and makes

33
<PAGE>

such distributions to its shareholders as to be relieved of all federal income
taxes under provisions of current federal tax law.

2. TRANSACTIONS WITH AFFILIATES

The Fund has an investment advisory agreement with Harris Associates L.P.
(Adviser). For management services and facilities furnished, the Fund pays the
Adviser monthly fees at the annual rate of 1% of the first $2.5 billion of net
assets, .95% on the next $2.5 billion of net assets and .90% of the net assets
of the Fund in excess of $5 billion as determined at the end of each preceding
calendar month. The investment advisory agreement of the Fund provides that
the Adviser will reimburse the Fund to the extent that its annual expenses,
excluding certain expenses, exceed the applicable limits prescribed by any
state in which the Fund's shares are offered for sale.

In connection with the organization of the Fund, expenses of approximately
$47,000 have been advanced to the Fund by the Adviser. These expenses are
being reimbursed to the Adviser by the Fund on a straight line basis through
September, 1997.

Certain officers and trustees of the Fund are also executives and employees
of the Adviser. The Fund makes no direct payments to its officers who are
affiliated with the Adviser. The Fund paid trustees fees of $18,580 in 1995
and $15,000 in 1994 to trustees not affiliated with the Adviser.

During the period ended October 31, 1995, the Fund incurred broker
commissions of $2,609,780, of which $71,600 were paid to an affiliate of the
Adviser.

3. FUND SHARE TRANSACTIONS

Proceeds and payments on Fund shares as shown in the statement of changes in
net assets are in respect of the following number of shares (in thousands):

<TABLE>
<CAPTION>
Year ended Year ended
October 31, 1995 October 31, 1994
- ----------------------------------------------------------
<S> <C> <C>
Shares sold 24,062 104,988
Shares issued in rein-
vestment of dividends 6,472 1,091
Less shares redeemed (56,012) (75,240)
------- -------
Net (decrease) increase
in shares outstanding (25,478) 30,839
======= =======
</TABLE>

4. INVESTMENT TRANSACTIONS

<TABLE>
<CAPTION>
Year ended Year ended
October 31, 1995 October 31, 1994
- ------------------------------------------------------------------------------
<S> <C> <C>
Investment securities (excluding short term
securities) in thousands:
Purchases $251,353 $1,121,268
Proceeds from sales 671,180 682,450
======== ==========
</TABLE>

34
<PAGE>

THE OAKMARK INTERNATIONAL FUND
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

<TABLE>
<CAPTION>
Year ended October 31, Period ended
1995 1994 1993 Oct. 31, 1992(a)
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PE-
RIOD $14.50 $14.09 $ 9.80 $10.00
Income From Investment Operations:
Net Investment Income (Loss) 0.30 0.21 0.06 0.26
Net Gains or Losses on Securities
(both realized and unrealized) (0.77) 0.43 4.48 (0.46)
------ -------- ------ ------
Total From Investment Operations (0.47) 0.64 4.54 (0.20)
Less Distributions
Dividends (from net investment
income) -- (0.08) (0.25) --
Distributions (from capital
gains) (1.06) (0.15) -- --
------ -------- ------ ------
Total Distributions (1.06) (0.23) (0.25) --
------ -------- ------ ------
Net Asset Value, End of Period $12.97 $14.50 $14.09 $ 9.80
====== ======== ====== ======
Total Return (3.06)% 4.62% 47.49% (22.81)%*
RATIOS/SUPPLEMENTAL DATA:
Net Assets, End of Period ($mil-
lion) $819.7 $1,286.0 $815.4 $23.5
Ratio of Expenses to Average Net
Assets 1.40% 1.37% 1.26% 2.04%*
Ratio of Net Income (Loss) to Av-
erage Net Assets 1.40% 1.44% 1.55% 37.02%*
Portfolio Turnover Rate 27% 55% 21% 0%
</TABLE>
- -----------
*Ratios for the period have been determined on an annualized basis.
(a) From September 30, 1992, the date on which Fund shares were first offered
for sale to the public.

35
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and Board of Trustees of Harris Associates Investment
Trust:

We have audited the accompanying statements of assets and liabilities of The
Oakmark Fund and Oakmark International Fund (each a series of Harris
Associates Investment Trust), including the schedules of investments, as of
October 31, 1995, and the related statements of operations, statements of
changes in net assets and the financial highlights for the periods indicated
thereon. These financial statements and financial highlights are the
responsibility of the Trust's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. Our procedures included confirmation of securities
owned as of October 31, 1995, by correspondence with the custodian and
brokers. As to securities purchased but not received, we requested
confirmation from brokers, and when replies were not received, we carried out
alternative auditing procedures. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial positions of
The Oakmark Fund and Oakmark International Fund of the Harris Associates
Investment Trust as of October 31, 1995, the results of their operations, the
changes in their net assets and the financial highlights for the periods
indicated thereon in conformity with generally accepted accounting principles.

Arthur Andersen LLP

Chicago, Illinois
December 5, 1995

36
<PAGE>

THE OAKMARK FUNDS' ANNUAL REPORT

OCTOBER 31, 1995

TRUSTEES AND OFFICERS

TRUSTEES
Christine M. Bucher Allan J. Reich
James W. Ford Burton W. Ruder
Michael J. Friduss Peter S. Voss
Thomas H. Hayden Gary Wilner, M.D.

OFFICERS
Victor A. Morgenstern--President
Robert J. Sanborn--Executive Vice President
David G. Herro--Vice President
Clyde S. McGregor--Vice President
Steven J. Reid--Vice President
Adam Schor--Assistant Vice President
Michael J. Welsh--Assistant Vice President
Donald Terao--Treasurer
Anita M. Nagler--Secretary
Lauren B. Pitalis--Vice President--Shareholder Operations and Assistant
Secretary
Kristi L. Rowsell--Assistant Treasurer

OTHER INFORMATION

TRANSFER AGENT
State Street Bank and Trust Company
Attention: The Oakmark Family of Funds
P.O. Box 8510
Boston, Massachusetts 02266-8510
1-800-626-9392

INVESTMENT ADVISER
Harris Associates L.P.
LEGAL COUNSEL
Bell, Boyd & Lloyd
Chicago, Illinois

INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen & Co.
Chicago, Illinois

ADDRESS OF FUND AND ADVISER
Two North LaSalle Street, Suite 500
Chicago, Illinois 60602
1-800-OAKMARK (1-800-625-6275)

24-HOUR NAV INFORMATION
1-800-GROWOAK (1-800-476-9625)

This report, including the audited financial statements contained herein, is
submitted for the general information of the shareholders of the Funds. The
report is not authorized for distribution to prospective investors in the
Funds unless it is accompanied or preceded by a currently effective prospectus
of the Funds. No sales charge to the shareholder or to the new investor is
made in offering the shares of the Funds.

37
<PAGE>

[LOGO OF THE OAKMARK FUND]

Harris Associates L.P.
2 North LaSalle Street
Chicago, IL 60602
1-800-OAKMARK

<PAGE>

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) Audited financial statements included in Part C of this
amendment:

(i) The Oakmark Fund (incorporated by reference to the
following portions of Registrant's Annual Report - October 31,
1995 relating to The Oakmark Fund):

- Schedule of Investments at October 31, 1995

- Statement of Assets and Liabilities at October 31, 1995

- Statement of Operations for the year ended October 31,
1995

- Statement of Changes in Net Assets for each of the years
ended October 31, 1995 and October 31, 1994

- Notes to financial statements

(ii) The Oakmark International Fund (incorporated by
reference to the following portions of Registrant's Annual
Report - October 31, 1995 relating to The Oakmark International
Fund):

- Schedule of Investments at October 31, 1995

- Statement of Assets and Liabilities at October 31, 1995

- Statement of Operations for the year ended October 31,
1995

- Statement of Changes in Net Assets for each of the years
ended October 31, 1995 and October 31, 1994

- Notes to financial statements

Schedule I for each Fund has been omitted as the required
information is presented in the Schedules of Investments at
October 31, 1995. Schedules II, III, IV, V, VI and VII for each
Fund are omitted as the required information is not present.

C-1
<PAGE>

(3) Unaudited financial statements included in Part C of this
amendment:*

(i) The Oakmark Small Cap Fund:

- Statement of Assets and Liabilities - February 29, 1996

- Statement of Operations - four months ended February
29, 1996

- Statement of Changes in Net Assets - four months ended
February 29, 1996

(ii) The Oakmark Balanced Fund:

- Statement of Assets and Liabilities - February 29, 1996

- Statement of Operations - four months ended February
29, 1996

- Statement of Changes in Net Assets - four months ended
February 29, 1996

(iii) The Oakmark International Emerging Value Fund:

- Statement of Assets and Liabilities - February 29, 1996

- Statement of Operations - four months ended February
29, 1996

- Statement of Changes in Net Assets - four months ended
February 29, 1996

(iv) Notes to financial statements

- --------------------
* Incorporated by reference to the financial statements filed with post-
effective amendment no. 14 to this registration statement.

C-2
<PAGE>

(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*)

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*)

C-3
<PAGE>

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*)

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 Consent of independent public accountants

12 None

13.1 Organizational expense agreement for The Oakmark Fund dated July
31, 1991 (exhibit 13.2 to Post-effective Amendment no. 5*)

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<PAGE>

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 Financial data schedule (exhibit 17 to Post-effective Amendment
no. 13*)

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

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 27, 1996, the respective series of the Trust had the
following numbers of shareholders of record: The Oakmark Fund, 167,277; The
Oakmark Small Cap Fund, 3,340; The Oakmark Balanced Fund, 748; The Oakmark
International Fund, 48,885; The Oakmark International Emerging Value Fund,
1,226.

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<PAGE>

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.

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

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<PAGE>

ITEM 31. MANAGEMENT SERVICES

None

ITEM 32. UNDERTAKINGS

(a) Not applicable

(b) Not applicable

(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 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 April 26, 1966.

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.

Name Title Date
---- ----- ----

/s/ MICHAEL J. FRIDUSS Trustee )
- --------------------------- )
Michael J. Friduss )
)
/s/ THOMAS H. HAYDEN Trustee )
- --------------------------- )
Thomas H. Hayden )
)
/s/ CHRISTINE M. MAKI Trustee )
- --------------------------- )
Christine M. Maki )
)
/s/ VICTOR A. MORGENSTERN Trustee and President )
- --------------------------- (chief executive officer) )
Victor A. Morgenstern )
)
/s/ ALLAN J. REICH Trustee ) April 26, 1996
- --------------------------- )
Allan J. Reich )
)
/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 N. WILNER Trustee )
- --------------------------- )
Gary N. Wilner )
)
/s/ DONALD TERAO Treasurer (principal )
- --------------------------- accounting officer) )
Donald Terao )
<PAGE>

EXHIBIT INDEX
-------------

Sequential
Exhibit Page
- ------- ----------
11 Consent of independent public accountants

<PAGE>

Exhibit 11

Arthur Andersen LLP

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------

As independent public accountants, we hereby consent to the use of our report
dated December 5, 1995, and to all references to our firm included in or made
part of this Registration Statement on Form N-1A of the Harris Associates
Investment Trust (comprising the Oakmark Fund and the Oakmark International
Fund).

/s/ Arthur Andersen LLP
Chicago, Illinois,
April 24, 1996