HARRIS ASSOCIATES INVESTMENT TRUST
N-30B-2, 1996-09-06
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<PAGE>

                                                                       THE
                                                                     OAKMARK
                                                                       FUND

                         THE OAKMARK FAMILY of FUNDS
                                                                       THE
                                THIRD QUARTER                        OAKMARK
                                   REPORT                           SMALL CAP
                               ---------------                         FUND
                                July 31, 1996
                               ---------------
                                                                       THE
                                                                     OAKMARK
                                                                     BALANCED
                                                                       FUND

[LOGO]
                                                                        THE
                           No-Load Funds Managed by                   OAKMARK
                            HARRIS ASSOCIATES L.P.                 INTERNATIONAL
                                                                       FUND


                                                                       THE
                                                                     OAKMARK
                                                                  INT'L EMERGING
                                                                    VALUE FUND
<PAGE>

                                    [LOGO]
 
                          The Oakmark Family of Funds

                           1996 THIRD QUARTER REPORT
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>

<S>                                      <C>
Letter from the President..............   1
The Oakmark Funds Summary..............   2
The Oakmark Fund
   Performance Chart...................   4
   Letter from the Portfolio Manager...   4
   Schedule of Investments.............   8
The Oakmark Small Cap Fund
   Performance Information.............  11
   Letter from the Portfolio Manager...  11
   Schedule of Investments.............  14
The Oakmark Balanced Fund
   Performance Information.............  16
   Letter from the Portfolio Manager...  16
   Schedule of Investments.............  19
The Oakmark International Fund
   Performance Chart...................  21
   Letter from the Portfolio Managers..  21
   Schedule of Investments.............  25
The Oakmark Int'l Emerging Value Fund
   Performance Information.............  31
   Letter from the Portfolio Managers..  31
   Schedule of Investments.............  34
Trustees and Officers..................  39
</TABLE>

 FOR MORE INFORMATION:
 Please call 1-800-OAKMARK (1-800-625-6275).

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

Fellow Shareholders:

  The third quarter ended July 31, 1996 was one of the most challenging
investment environments we have seen in some time. The Oakmark Balanced Fund had
a small positive return (.3%) in the quarter, but due in large part to the
worldwide market declines in July, each of the other Oakmark Funds has declined
in value (from -2.7 to -3.4). While we expect volatility (and indeed expect to
profit from it) and the possibility of short-term negative results, it is our
focus on long term results that will distinguish our record. In this regard we
note the celebration of the fifth anniversary of the Oakmark Fund - August 5,
1991-1996. We are very proud of our 29.51% average annual total return during
this five year period.

  In response to those investors who have asked for a more concentrated, non-
diversified fund, we anticipate launching a new fund soon after our October 31,
1996 fiscal year-end. This fund will be managed by Bill Nygren, our Director of
Research, and will focus on Harris Associates' top 8 to 10 investment ideas or
themes. Call us at (1-800-OAKMARK) to receive a prospectus as soon as it is
available.

  We're listening . . . Oakmark shareholders want to receive less paper and less
mail. Therefore, effective November 1, confirmations of shares purchased by
reinvestment of dividends or via an automatic plan will only be confirmed to you
quarterly through Investor Statements.

  Thank you for your business and support.


                                  Sincerely,

                                  /s/ Victor A. Morgenstern

                                      VICTOR A. MORGENSTERN
                                      President
<PAGE>
 
THE OAKMARK FUNDS FAMILY SUMMARY INFORMATION*
PERFORMANCE FOR PERIOD ENDED JULY 31, 1996

                              OAKMARK    SMALL CAP
                              -------    ---------
   3 Months                    -3.4%       -2.9%
   6 Months                    -1.5%       16.2%
 
Performance for:
   1 Year                      15.1%        N/A
   3 Years                     17.3%**      N/A
Since Inception                28.9%**     18.3%

Value of $10,000            $35,559     $11,830
from inception date        08/05/91    11/01/95
 

TOP FIVE HOLDINGS AS OF JULY 31, 1996

 Company and
% of Total Net     Philip Morris Co.    7.6%   SPX Corp.                    6.3%
    Assets         Mellon Bank Corp.    5.2%   Premark International, Inc.  6.0%
                   First USA Inc.       4.7%   US Industries Inc.           5.7%
                   Dun & Bradstreet     4.6%   Catellus Dev Corp.           3.7%
                   US West Media Group  4.6%   Peoples Bank
                                               of Bridgeport CT             3.6%
   
TOP FIVE INDUSTRIES AS OF JULY 31, 1996

Industries and     Food & Beverage    19.5%   Other Industrial Goods
% of Total Net     Broadcasting &               & Services                15.9%
   Assets           Publishing        16.8%   Machinery &
                   Other Consumer              Metal Processing           15.6%
                    Goods & Services  10.6%   Banks                       13.8%
                   Other Financial     8.4%   Broadcasting & Publishing    8.5%
                   Insurance           6.0%   Other Consumer Goods
                                                & Services                 6.5%




*The Oakmark Fund's average annual total return for the twelve months ended June
30, 1996 and the period August 5, 1991 (inception) through June 30, 1996 was
24.3% and 31.0%, respectively.
The Oakmark Small Cap Fund's total return for November 1, 1995 (inception)
through June 30, 1996 was 24.7%.
The Oakmark Balanced Fund's total return for November 1, 1995 (inception)
through June 30, 1996 was 10.4%.
**Annualized.

                                       2
<PAGE>

<TABLE>
<CAPTION>

<S>      <C>                 <C>                 <C>
           BALANCED          INTERNATIONAL       INT'L EMERGING VALUE
           --------          -------------       --------------------

              .3%                -2.9%                  -2.7%
             3.6%                 8.5%                   4.8%
             N/A                 13.7%                   N/A
             N/A                 11.8%**                 N/A
             6.6%                15.9%**                10.4%
           $10,660              $17,634                $11,040
          11/01/95             09/30/92               11/01/95
</TABLE>


<TABLE>
<CAPTION>

<S>                   <C>         <C>                    <C>            <C>                   <C>
US Industries Inc.     3.8%       AB Volvo                4.7%          Solution 6 Holdings
Philip Morris Co.      3.5%       Cordiant PLC            4.5%            Limited              4.8%
US West Media Group    3.3%       National Australia                    PT Polysindo Eka
Arctco, Inc.           3.3%         Bank                  4.2%            Perkasa              4.1%
Associates First                  Usiminas                3.7%          Yip's Hang Cheung
  Cap Corp.            3.3%       Telefonos de Mexico,                  (Holdings) Limited   3.6%
                                    S.A.                  3.5%          Parbury Limited        3.4%
                                                                        Cordiant PLC           3.4%



Government &                     Banks                   12.8%         Other Industrial Goods
  Agency Securities   27.2%      Telecommunications      10.1%           & Services           13.1%
Other Consumer Goods             Food                     9.4%         Computer Systems        9.8%
  & Services          16.5%      Steel                    8.3%         Mining & Building
Broadcasting                     Transportation           6.3%           Materials             8.2%
  and Publishing       9.3%                                            Production Equipment    7.7%
Banks and Other                                                        Components              6.7%
  Financial            9.3%
Food and Beverage      6.4%
</TABLE>

The Oakmark International Fund's average annual total return for the twelve
months ended June 30, 1996 and the period September 30, 1992 (inception) through
June 30, 1996 was 24.6% and 17.6%, respectively.
The Oakmark International Emerging Value Fund's total return for November 1,
1995 (inception) through June 30, 1996 was 15.7%.
The Funds' past performances are no guarantee of future results. Share prices
and investment returns will vary, so you may have a gain or loss when you sell
shares.

                                       3
<PAGE>
 
 Oakmark Fund

   THE VALUE OF A $10,000 INVESTMENT IN THE OAKMARK FUND FROM ITS INCEPTION
               (8/5/91) TO PRESENT (7/31/96) AS COMPARED TO THE
                          STANDARD & POOR'S 500 INDEX

<TABLE> 
<CAPTION> 

<S>       <C>              <C> 
          Oakmark Fund     S&P 500
8/91         10,000        10,000
10/91        12,100        10,201
             13,910        10,719
             14,660        10,946
             15,910        11,279
10/92        17,110        11,216
             19,913        11,857
             20,136        11,957
             22,052        12,276            [GRAPH APPEARS HERE]
10/93        24,504        12,892
             25,648        13,372
             24,855        12,593
             25,321        12,896
10/94        26,653        13,401
             26,480        13,444
             28,869        14,803
             30,883        16,263
10/95        32,397        16,931
             36,091        17,213
             36,823        19,239
7/96         35,559        18,933
</TABLE> 

<TABLE> 
<CAPTION>
 
7/31/96 NAV $30.11
                                                                            AVERAGE ANNUAL TOTAL RETURN*
                                                                                  THROUGH 7/31/96
                                                                       ---------------------------------------
                                       TOTAL RETURN    TOTAL RETURN     FROM          FROM FUND INCEPTION
                                       LAST 3 MOS.     LAST 6 MOS.     7/31/95               8/5/91
                                       ------------    ------------    -------    ----------------------------
<S>                                    <C>             <C>             <C>        <C> 
THE OAKMARK FUND                          -3.4%           -1.5%         15.1%                28.9%          
Standard & Poor's 500 Stock Index*        -1.6%            1.7%         16.5%                13.6%
Dow Jones Industrial Average*             -0.1%            3.6%         20.2%                16.0%
Value Line Composite Index*               -6.6%           -0.7%          2.8%                 6.6%
</TABLE>

*Total return includes change in share prices and in each case includes
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 results.

THE OAKMARK FUND
REPORT FROM ROBERT J. SANBORN, PORTFOLIO MANAGER

 FUND UPDATE

  The past three months were the most volatile in your Fund's history.
Undecided about whether the economy is growing too fast or too slow, investors'
chief obsession at the current time is the release of macroeconomic data. We
largely ignore this data and observe with bemusement as market commentators
greet the latest jobs data (which get revised a month or so later) as if they
and they alone hold the answers to market direction, the upcoming election, and
whether the planet is warming or cooling.

                                       4
<PAGE>
 
 Oakmark Fund

  For the first prolonged period in your Fund's existence, however, we are
struggling relative to the Standard & Poor's 500. While our holdings are
generally reporting satisfactory to better-than-expected business results, in
total the market is not rewarding us right now for these results.

  Frank Layden, ex-coach of the NBA's aptly-named Utah Jazz, had a player who
was performing poorly. He asked him, "Son, is it ignorance or apathy?" The
player responded, "Coach, I don't know and I don't care." Similarly, we ask
ourselves if there is anything deficient in either our philosophy or our effort.
The answer is no.

  There are going to be occasions when our holdings will be out of market favor.
They are inevitable, and we will waste no time trying to anticipate market
psychology. Rather, we will continue to spend our time trying to better
understand the businesses of which we are part owners. If the businesses
prosper, so will--sooner or later--their stocks.

  I am writing this letter on your Fund's fifth birthday. What an experience
managing your Fund has been! On behalf of everyone at Harris Associates, I want
to thank all of you for your support.

 HERE COME THE Q!

  The Q ratio is coming, the Q ratio is coming!

  Like most fields, the investment profession endures vigorous yet arcane
debates, and I sometimes share them with you in these letters. Some prominent
market seers are claiming that the stock market is over-valued because of
something called the Q ratio. This number compares the market value of stocks
with the current replacement value of underlying assets. The seers estimate the
Q ratio stands at 1.9, implying that the market is grossly over-valued. In a
perfect world, the ratio would always be 1.0. If a manufacturing plant were the
market's sole asset, and it could be built today for $X, then the value of the
market would also be $X.

  Alas, the world is not perfect and there is a teensy-weensy problem with the Q
ratio: the data have a very tenuous connection with economic reality. Take the
case of one of our ten largest holdings, Anheuser-Busch Companies (BUD). In
round numbers at year-end 1995, BUD had $0.3B in net current assets (cash,
inventories, receivables less payables); $2.3B in investments (largely foreign
brewers); and $6.8B in depreciated plant and equipment. Thus, the replacement
value of BUD is $9.4B. Since the market value of BUD's equity, plus its debt, is
$21.6B, BUD's Q ratio of 2.3 implies that the stock is grossly overvalued.

                                       5

<PAGE>
 
 Oakmark Fund

  However, while your cool $9.4B could replicate all of BUD's tangible assets,
it could not replicate the distribution system, trademarks, and goodwill that
BUD possesses. Most companies, especially many of your Fund's largest holdings,
are worth far more as going concerns than as liquidations. What is relevant is
not the replacement value of a company's assets, but the earnings a set of
assets can generate.

  And, what is foolhardy is basing investment decisions on fallacious
philosophies and faulty data.

 GOOD NEWS REDUX

  It turns out you can have it both ways-or at least the US can.

  For years, politicians have lamented the US's low rate of capital investment
compared to Germany and Japan. If we would only invest more, goes the dirge,
we'd produce more and workers would earn more.

  It turns out that-I am shocked, shocked!-they missed a crucial point. The
McKinsey Global Institute has concluded that the US generates 50 percent more
output per unit of capital input than either Germany or Japan. This is very
important-Germany spends 40 percent more on capital investment per worker, yet
its workers are still less productive than Americans. McKinsey estimates that
the return on capital in the US averaged 9 percent between 1974 and 1993,
compared to 7 percent in Germany and Japan.

  While the causes for this gap are complex, McKinsey argues that efficient
American capital markets compel managements to invest in the highest-return
projects. Also, the intensity of competition and low entrepreneurial barriers in
the US compare favorably to the regulations in Germany and Japan that coddle
existing firms at the expense of new firms.

  Yet another example of the invisible hand of the market producing the best
outcome!

 THE OAKMARK BOOK CLUB

  Some of you have suggested that I revive The Oakmark Book Club, a list of the
investment/financial/business books that I have read, and which might be of
interest to you. Here goes:

Warren Buffett: The Making of an American Capitalist, by Roger Lowenstein
 (Random House, 1995). My number one recommendation, this is a great biography
 of the best investor of the century, and a man who has led a nonpareil and
 fascinating business career;

                                       6

<PAGE>
 
 Oakmark Fund

Built to Last: Successful Habits of Visionary Companies, by James Collins and
 Jerry Porras (Harper Collins, 1994). The authors compare eighteen companies
 with their rivals, and attempt to analyze why one company prevailed over the
 other;

Ashes to Ashes: America's Hundred-Year Cigarette War, the Public Health, and the
 Unabashed Triumph of Philip Morris, by Richard Kluger (Knopf, 1996). An
 exhaustive and balanced history of the cigarette industry and Philip Morris;

Inside Fidelity, by Diana B. Henriquez (Scribner, 1995). This is a history of
 the US mutual fund industry and its (by far) largest player. I especially
 enjoyed the scene in which Fidelity's CEO (whose multi-billionaire family
 controls the company) bumps into five of his fund managers in a Hong Kong hotel
 in 1995. Alas, he fails to recognize any of them, who at that time collectively
 managed over $50 billion;

The Late Shift: Letterman, Leno, & the Network Battle for the Night, by Bill
 Carter (Hyperion, 1994). A very readable account of Johnny Carson's retirement
 and managing the fragile egos of those who put us to bed every night;

Aging and Old Age, by Richard Posner (The University of Chicago Press, 1995).
 Judge Posner, a pioneer in integrating free-market economics and the law,
 paints a thorough portrait of the largest-growing segment of our society. With
 entitlement reform inevitable, this should be required reading for every US
 Congressman;

Hit and Run: How Peter Guber and Jon Peters Took Sony for a Ride in Hollywood,
 by Nancy Griffin and Kim Masters (Simon and Schuster, 1996). The moral of this
 hilarious book is: don't ever, ever invest in a movie studio.

 Enjoy!

                                                               ROBERT J. SANBORN
                                                               Portfolio Manager
                                                                   [email protected]
                                                                  August 5, 1996

                                       7

<PAGE>
 
Oakmark Fund

THE OAKMARK FUND
SCHEDULE OF INVESTMENTS-JULY 31, 1996 (UNAUDITED)
<TABLE>
<CAPTION>
 
 Shares Held                                                      Market Value
- ------------------------------------------------------------------------------
<C>          <S>                                                  <C>
COMMON STOCKS-92.6%
FOOD & BEVERAGE-19.5%
  2,670,400  Philip Morris Companies Inc.                         $279,390,600
  1,769,100  Anheuser-Busch Companies Inc.                         132,240,225
  3,497,250  H.J. Heinz Company                                    115,846,406
  2,422,100  Nabisco Holdings Corp.                                 81,745,875
    685,000  CPC International                                      45,809,375
  1,571,900  Interstate Bakeries                                    41,655,350
    274,600  Ralston Purina Group                                   17,231,150
    200,000  International Dairy Queen, Inc., Class A (a)            4,000,000
                                                                  ------------
                                                                   717,918,981
APPAREL-0.1%
    388,500  K-Swiss Inc., Class A                                   3,836,438
RETAIL-4.0%
  2,102,000  Federated Department Stores, Inc. (a)                  63,585,500
    954,600  The Kroger Company                                     36,036,150
  1,000,000  Carson Pirie Scott & Co. (a)                           22,250,000
    780,300  Zale Corporation (a)                                   13,557,712
    560,000  Cole National Corporation (a)                           9,380,000
     53,800  Rex Stores Corporation (a)                                692,675
                                                                  ------------ 
                                                                   145,502,037
OTHER CONSUMER GOODS & SERVICES-10.6%
  3,810,400  The Black & Decker Corporation                        140,032,200
  2,032,800  American Brands, Inc.                                  92,492,400
  1,000,000  Polaroid Corporation                                   42,250,000
    940,400  First Brands Corporation                               22,452,050
    583,800  GC Companies, Inc. (a)                                 21,527,625
    957,500  Whitman Corporation                                    21,424,062
    885,000  JUNO Lighting Inc.                                     13,275,000
    957,500  Arctco, Inc.                                           10,173,437
    601,500  Justin Industries, Inc.                                 6,691,688
    281,500  Rollins, Inc.                                           5,911,500
    257,600  Paragon Trade Brands, Inc. (a)                          5,538,400
    395,000  Mikasa, Inc. (a)                                        3,653,750
    207,000  Armor All Products Corporation                          3,247,313
                                                                  ------------
                                                                   388,669,425
BANKS-5.3%
  3,606,550  Mellon Bank Corporation                               190,245,512
    340,000  River Bank America (a)                                  2,890,000
                                                                  ------------
                                                                   193,135,512
INSURANCE-6.0%
  3,296,200  Torchmark Corporation                                 140,500,525
  2,108,620  Old Republic International                             44,281,020
    684,700  American Financial Group, Inc.                         20,198,650
    501,300  Acordia, Inc.                                          15,414,975
                                                                  ------------
                                                                   220,395,170
</TABLE>

                                       8
<PAGE>
 
 Oakmark Fund

THE OAKMARK FUND
SCHEDULE OF INVESTMENTS--JULY 31, 1996 (UNAUDITED) (CONTINUED)
Shares Held                                                       Market Value
________________________________________________________________________________
<TABLE>
<CAPTION>
<C>              <S>                                            <C>
OTHER FINANCIAL--8.4%
  3,548,000  First USA, Inc.                                      $173,408,500
  2,194,900  AMBAC Inc.                                            104,806,475
    204,400  Fund American Enterprises Holdings, Inc.               16,939,650
    474,500  Federal National Mortgage Association                  15,065,375
                                                                  ------------
                                                                   310,220,000
BROADCASTING & PUBLISHING--16.8%
  2,927,800  Dun + Bradstreet Corporation                          168,348,500
  9,687,300  U.S. West Media Group                                 167,105,925
  2,174,400  Knight-Ridder, Inc.                                   142,423,200
  6,829,179  Tele-Communications, Inc., Class A (a)                 97,315,801
  1,928,494  TCI Communications, Inc. (a)                           42,426,868
                                                                  ------------
                                                                   617,620,294
PHARMACEUTICAL--3.0%
  1,950,000  American Home Products Corporation                    110,662,500
 
MANAGED CARE SERVICES-1.7%
  2,000,000  Foundation Health Corporation (a)                      49,000,000
    420,000  Physicians Health Services, Inc. (a)                    7,350,000
    500,000  Laboratory Corporation of America Holdings              3,437,500
    270,000  Right CHOICE Managed Care, Inc. (a)                     3,105,000
                                                                  ------------
                                                                    62,892,500
MEDICAL PRODUCTS--0.9%
  1,297,800  Sybron Corporation (a)                                 32,445,000
     70,900  Spacelabs Medical, Inc. (a)                             1,444,588
                                                                  ------------
                                                                    33,889,588
AEROSPACE & DEFENSE--5.2%
  1,371,110  Lockheed Martin Corporation                           113,630,741
  1,220,000  McDonnell Douglas Corporation                          54,595,000
    779,600  Logicon, Inc.                                          21,731,350
                                                                  ------------
                                                                   189,957,091
BUILDING MATERIALS & CONSTRUCTION--0.4%
    590,000  USG Corporation (a)                                    15,782,500
 
OTHER INDUSTRIAL GOODS & SERVICES--4.8%
  2,839,100  James River Corporation                                71,687,275
  1,014,300  Bandag Incorporated, Class A                           45,897,075
    880,400  SPX Corporation                                        21,899,950
    872,000  The Geon Company                                       21,037,000
    170,000  UCAR International Inc. (a)                             5,928,750
    182,600  Amtrol, Inc.                                            4,428,050
    186,200  Premark International, Inc.                             3,351,600
     26,300  Bandag Incorporated                                     1,209,800
                                                                  ------------
                                                                   175,439,500
</TABLE>

                                       9
<PAGE>
 
Oakmark Fund


THE OAKMARK FUND
SCHEDULE OF INVESTMENTS--JULY 31, 1996 (UNAUDITED) (CONTINUED)

<TABLE>
<CAPTION>

Shares Held                                                      Market Value
- ------------------------------------------------------------------------------
<S>          <C>                                                <C>
COMMERCIAL REAL ESTATE--1.0%
  2,291,700  Host Marriott Corporation (a)                          30,078,563
    585,700  Catellus Development Corporation (a)                    5,124,875
                                                                --------------
                                                                    35,203,438
RECREATION & ENTERTAINMENT--0.0%
     70,000  Brunswick Corporation                                   1,330,000

FOREIGN SECURITIES--4.9%
  3,135,000  DeBeers Consolidated Mines Limited ADR (b)             95,225,625
  3,276,500  YPF Sociedad Anonima (b)                               68,806,500
    547,700  EVC International NV                                   15,945,025
                                                                --------------
                                                                   179,977,150

          TOTAL COMMON STOCKS (COST: $2,809,897,840)             3,402,432,124

SHORT-TERM INVESTMENTS--7.4%
COMMERCIAL PAPER--4.8%
 25,000,000  American Express Credit Corporation, 
             5.27% due 8/5/1996                                     25,000,000
 50,000,000  Ford Motor Credit Corp., 5.35% due 8/1/1996            50,000,000
 50,000,000  Ford Motor Credit Corp., 5.60% due 8/1/1996            50,000,000
 50,000,000  Ford Motor Credit Corp., 5.38% due 8/9/1996            50,000,000
                                                                --------------
          TOTAL COMMERCIAL PAPER (Cost: $175,000,000)              175,000,000

REPURCHASE AGREEMENTS--2.6%
 96,424,000  State Street Repurchase Agreement
             5.55% due 8/1/1996                                     96,424,000

          TOTAL SHORT-TERM INVESTMENTS (COST: $271,424,000)        274,000,000

Total investments (Cost $3,081,321,840)--100%                    3,673,856,124
Other assets, less other liabilities--0%                                 3,653
                                                                --------------
         TOTAL NET ASSETS--100%                                 $3,673,859,777
                                                                ==============
</TABLE>
- -----------
Notes:

(a)  Non-income producing security.

(b)  Represents an American Depository Receipt. For the Fund's fiscal year ended
     October 31, 1995, the portfolio turnover was 18% and the Fund's expense
     ratio was 1.17%.


                                       10

<PAGE>

 Small Cap
 
THE OAKMARK SMALL CAP FUND
RESULTS FROM NOVEMBER 1, 1995 (INCEPTION) THRU JULY 31, 1996:
 
7/31/96 NAV $11.83

<TABLE> 
<CAPTION> 

                                  CALENDAR       SINCE
                                  YTD THRU     INCEPTION
                                  7/31/96*      11/1/95*
                                  --------     ---------
<S>                               <C>          <C> 
THE OAKMARK SMALL CAP FUND......   14.5%         18.3%
Lipper Small Co. Growth.........    3.1%          7.8%
Russell 2000....................     .0%          6.7%
S&P 600.........................    3.0%          8.6%
</TABLE>

*Total return includes change in share prices and in each case includes
 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 Lipper Small Company Growth Fund Index is
 comprised of 30 small cap funds. The Russell 2000 Index measures the
 performance of smaller companies, and represents approximately 10% of the total
 value of publicly traded companies in the U.S. The S&P 600 Index measures the
 performance of selected U.S. stocks with a small market capitalization. Past
 performance is no guarantee of future results.

The Oakmark Small Cap Fund
REPORT FROM STEVEN J. REID, PORTFOLIO MANAGER

THE GOOD, THE BAD, AND THE UGLY

  THE GOOD: For the nine months ended July 31, 1996, The Oakmark Small Cap Fund
gained 18.3%.

  THE BAD: Unfortunately, the Fund declined 2.9% for the three months ended
July 31,1996.

  THE UGLY: The small cap investment universe suffered a substantial decline
during the most recent quarter. Your Fund's holdings performed significantly
better, which was our expectation as value investors.

  What happened in the small cap investment universe? July was a particularly
difficult month. Technology stock investors were greeted with several pieces of
disappointing news regarding the outlook for their companies. This triggered
lemming-like selling of many of these stocks. Unfortunately, this had a
spillover effect on all stocks, as several market naysayers predicted gloom and
doom for the overall market. Small cap growth stocks were particularly hard hit.

  I would like to share two thoughts with you regarding the recent activity in
the stock market. First, we don't follow the herd (too many droppings). We think
independently and frequently act contrary to the rest of Wall Street. For
instance, your Fund has yet to find value in the technology sector. Though we
did not participate in the run-up of these stocks, we did not participate in
their sell-off either. We continue to be

                                      11

<PAGE>

Small Cap
 
invested in the stocks of companies we find to be fundamentally undervalued.

  Second, the market's activity and volatility in July was a mixed blessing. In
1787, Thomas Paine said, "Panics, in some cases, have their uses; they produce
as much good as hurt." While the stock prices of the Fund's holdings declined,
the underlying value of these companies did not. Although I never have been a
fan of losing, I whole-heartedly embrace the concept of paying less and getting
more. So when the market provides these temporary "Blue Light Specials," we will
try to take advantage of these opportunities.

TRUE OR FALSE???

  Excluding the government, Catellus Development (CDX-$9) is the largest
landowner in the State of California.

  True (of course they were virtually gifted all that land from the government).
Catellus Development was once the real estate arm of the Santa Fe Railroad. The
company was created through federal land grants over 100 years ago when the
railroads were feverishly building a national transportation system. In 1990,
Catellus was spun-out from the Santa Fe Railroad with some fanfare. However, the
company very quickly became an orphan due to a weak California economy and
excess capacity in commercial real estate.

  Catellus, indeed, went through a difficult period in the early Nineties.
Rental and occupancy rates declined, development activity slowed and land values
depreciated. Coupled with a significant amount of debt and a decline in value of
the company's assets, the price of Catellus' shares fell from a peak $15 to
nearly $5 last year; it is worth noting that in 1989, prior to being publicly
traded, a minority interest in Catellus was sold in a private transaction that
implied a value of over $35 per share. The company remained relatively obscure
for several years, but in 1994, Nelson Rising was named President & CEO to
restructure the company's languishing operations. He was later joined by Steve
Wallace, Vice President & CFO. Both men have extensive real estate experience
and are diligently reshaping the company.

  Catellus is one of your Fund's larger holdings for several reasons. First, we
believe the shares are undervalued compared to our assessment of the value of
the underlying real estate. Because of its railroad history, the company has a
unique portfolio of properties that are ideally suited for industrial and
commercial uses due to their proximity to transportation and distribution
systems. Second, we have a

                                      12

<PAGE>

Small Cap
 
high degree of confidence in management's ability and take comfort in knowing
that their incentives are directly aligned with ours as shareholders. Third,
this stock is an orphan on Wall Street. It is unknown and underfollowed. Fourth,
Catellus is a unique proxy on both the economies of California and the Pacific
Rim. We are pleased with the progress the company is making and wish Nelson,
Steve, and all the employees at Catellus Development good fortune.

WEATHER

  In the last quarterly letter, I complained about the weather and predicted
that I would likely do so again. Well, this quarter, I can't complain. Last
year's oppressive heat in Chicago has been noticeably absent, for which we can
all be thankful.

  Once again, I would like to thank everyone involved, especially our
shareholders, for your support of The Oakmark Small Cap Fund.

                                                                  STEVEN J. REID
                                                               Portfolio Manager
                                                               [email protected]
                                                                  August 5, 1996

                                       13

<PAGE>
 
SMALL CAP

THE SMALL CAP FUND
SCHEDULE OF INVESTMENTS--JULY 31, 1996 (UNAUDITED)

Shares Held                                                       Market Value
- ------------------------------------------------------------------------------
<TABLE> 
<CAPTION> 
<S>                                                                <C> 
COMMON STOCKS--94.4%

FOOD & BEVERAGE--5.3%
    250,000  GoodMark Foods, Inc.                                  $ 3,500,000
    100,000  Eskimo Pie Corporation                                  1,575,000
     64,000  Smucker (JM) Class B                                    1,136,000
                                                                   -----------
                                                                     6,211,000

RETAIL--6.2%
    200,000  Rex Stores Corporation (a)                              2,575,000
    150,900  Cole National Corporation (a)                           2,527,575
    100,000  Carson Pirie Scott & Co. (a)                            2,225,000
                                                                   -----------
                                                                     7,327,575

OTHER CONSUMER GOODS & SERVICES--6.5%
    160,000  First Brands Corporation                                3,820,000
    207,400  Justin Industries, Inc.                                 2,307,325
    140,000  Triarc Companies, Inc.                                  1,470,000
                                                                   -----------
                                                                     7,597,325

BANKS--13.8%
    200,000  Peoples Bank of Bridgeport Connecticut                  4,200,000
    150,000  Texas Regional Bancshares, Inc.                         3,993,750
    106,000  Harbor Federal Savings Bank                             2,570,500
    185,000  Northwest Savings Bank                                  2,081,250
    140,000  Pocahontas Federal Savings & Loan Association           1,995,000
     86,500  Savings Bank of Finger Lakes                            1,411,031
                                                                   -----------
                                                                    16,251,531

INSURANCE--5.3%
    140,000  Renaissance Re Holdings Limited                         4,112,500
    100,000  Chartwell Re Corporation                                2,150,000
                                                                   -----------
                                                                     6,262,500

OTHER FINANCIAL--5.1%
    200,000  Duff & Phelps Credit Rating Company                     3,850,000
     54,100  First USA Paymentech Inc.                               2,211,338
                                                                   -----------
                                                                     6,061,338

BROADCASTING & PUBLISHING--8.5%
    300,000  Granite Broadcasting Corporation                        3,675,000
    100,000  Central Newspapers, Class A                             3,387,500
    125,000  Lee Enterprises, Incorporated                           2,484,375
     40,000  Jones Intercable, Inc. (a)                                490,000
                                                                   -----------
                                                                    10,036,875

MANAGED CARE SERVICES--2.8%
    355,000  Healthcare Services Group, Inc.                         3,328,125

MACHINERY & METAL PROCESSING--15.6%
    200,000  Northwest Pipe Company                                  3,575,000
    205,000  The Carbide/Graphite Group                              3,280,000
    350,000  Sudbury, Inc.                                           2,975,000

</TABLE> 
                                      14
<PAGE>
SMALL CAP 

THE SMALL CAP FUND
SCHEDULE OF INVESTMENTS-JULY 31, 1996 (UNAUDITED) (CONTINUED)

Shares Held/Principal Value                                       Market Value
- ------------------------------------------------------------------------------
    105,000  Mathews International Corporation                       2,913,750
    125,000  Kysor Industrial Corporation                            2,906,250
    105,000  Gardner Denver Machinery, Inc.                          2,703,750
                                                                  ------------ 
                                                                    18,353,750

OTHER INDUSTRIAL GOODS & SERVICES-15.9%

    300,000  SPX Corporation                                         7,462,500
    390,000  Premark International, Inc.                             7,020,000
    300,000  Magnet Tek, Inc.                                        2,812,500
     60,200  Amtrol, Inc.                                            1,459,850
                                                                  ------------
                                                                    18,754,850

COMMERCIAL REAL ESTATE-3.7%

    500,000  Catellus Development Corporation (a)                     4,375,000

DIVERSIFIED CONGLOMERATES-5.7%

    300,000  US Industries, Inc.                                     6,750,000

             TOTAL COMMON STOCKS (COST: $106,879,798)              111,309,869

CORPORATE BONDS-1.3%

RECREATION & ENTERTAINMENT-1.3%
   
  3,000,000  Harrah's Jazz Bonds, 14.25% due 11/15/2001              1,575,000
                                                                  -------------
             TOTAL CORPORATE BONDS (COST: $1,177,787)                1,575,000

SHORT TERM INVESTMENTS-4.3%

REPURCHASE AGREEMENTS-4.3%

  5,067,000  State Street Repurchase Agreement,
             5.55% due 8/01/96                                       5,067,000

Total investments (Cost $113,124,585)-100%                        $117,951,869
Other assets, less other liabilities-0%                                 42,391
                                                                  ------------
             TOTAL NET ASSETS-100%                                $117,994,260
                                                                  ============ 
- ----------

NOTES:

(a) Non-income producing security.

                                      15
<PAGE>
 
THE OAKMARK BALANCED FUND
RESULTS FROM NOVEMBER 1, 1995 (INCEPTION) THRU JULY 31, 1996:

7/31/96 NAV $10.66
<TABLE> 
<CAPTION> 
                                               CALENDAR
                                               YTD THRU     SINCE INCEPTION
                                               7/31/96*         11/1/95*
                                               --------      -------------- 
<S>                                             <C>          <C> 
THE OAKMARK BALANCED FUND..................     4.1%              6.6%
Lipper Balanced Fund Index.................     1.8%              6.6%
Lehman Govt/Corp Bond......................    -1.7%              1.4%
S&P 500....................................     5.3%             11.9%
</TABLE>

*Total return includes change in share prices and in each case includes
 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 Lipper Balanced Fund Index Composite is comprised
 of 30 balanced funds. The Lehman Govt./Corp. Bond Index includes the Lehman
 Government and Lehman Corporate indexes. The S&P 500 is a broad market-weighted
 average dominated by blue-chip stocks. Past performance is no guarantee of
 future results.

THE OAKMARK BALANCED FUND
REPORT FROM CLYDE S. MCGREGOR, PORTFOLIO MANAGER
THE RETURN OF RISK

     Will Rogers once commented that when it came to investing he was less
concerned with the return ON his money than with the return OF his money. During
the latest fiscal quarter many stock market investors empathized with his
sentiment.

     Whether the July downturn qualifies as a "correction," others will
determine. Correction or not, however, a lot of money was lost. From their highs
to their July lows, indices of large capitalization stocks declined more than
10% and the NASDAQ Composite Index of over-the-counter stocks lost 20%. This was
the first meaningful decline since 1994.

     When the stock market suffers a significant loss, it is important to
remember that the underlying enterprise values of businesses themselves are far
less volatile. I once knew a man who had sold his business and began to invest
in stocks for the first time. He was quickly stunned by the volatility of prices
in the stock market. As he put it, "When I owned my company, I knew that day in
and day out we were growing our value. It never occurred to me that had my
company been public, the price would have bounced around so much from day to
day."

     Of course, as value investors, we at Harris Associates consider market
volatility our friend. In order for us to have opportunities to exploit,
security prices must frequently get out of alignment with underlying business
value. We do not own stocks based on hope. We are owners of businesses which the
stock market has allowed us the opportunity to purchase for less than fair
value. And, like my

                                      16
<PAGE>
 
acquaintance above, we know that most days the businesses in which we have
invested are growing their intrinsic business value. This knowledge gives us the
confidence to ride out market downturns.

WHAT'S HAPPENING AT THE HOLDINGS

     During July's turbulence in the markets the corporate bond segment of the
portfolio held up well. The Oakmark Balanced Fund will usually hold between 35%
and 45% of its assets in fixed income securities. We invest at least one quarter
of the portfolio in US Treasury notes in order to provide safety, liquidity, and
income. The remainder of the fixed income investments are bonds and preferred
stocks which we estimate to have total return prospects that are competitive
with the stock market but with lower volatility and fundamental risk.

     Basically, as fixed income investors we manage credit risk (the risk of
default) and duration (sensitivity to interest rate changes). We use our value-
based research process to discover corporate issues which the market underrates.
We control our portfolio duration with the Treasury note holdings.

     As mentioned above, we are pleased with the results that the corporate bond
investments have produced in 1996. Interest rates have risen this year, causing
bond indices to show a loss for the period. Our corporate fixed income holdings,
however, show positive results. Because other funds in The Oakmark Family do not
typically invest in this sector, I will devote the remainder of this report to
describing our fixed income approach.

OUR FIXED INCOME APPROACH

     We subject all of the corporate bonds and preferred stocks in The Oakmark
Balanced Fund to the same rigorous research process that we use to analyze
equities. In fact, new fixed income ideas are often a direct outgrowth of our
equity search process. Sometimes we look at a company's common stock and decide
that its debt instruments offer more value. In other cases we find both the
common stock and the fixed income offerings of a company to be undervalued. In
that circumstance, we will buy the debt for our income-oriented portfolios and
the common stock for those portfolios which do not desire current income.

     EVEREN CAPITAL PREFERRED is a good illustration of what we are trying to
find. Late last year, our research director Bill Nygren learned that Everen
Securities, the newly spun off brokerage arm of Kemper Financial, had issued
payment-in-kind preferred shares as part of their

                                      17
<PAGE>
 
initial capitalization. Everen management quickly restructured the company
selling off assets which were not central to its operations. The preferred soon
began to pay cash dividends, and the company recently announced that it would
call the issue at a hefty premium. While we regret that this issue's time in The
Balanced Fund was short, we are pleased that its return to the Fund exceeded
20%.

     One factor in which we place great importance in evaluating investments is
the inside (management and directors) ownership. Significant purchasing activity
by insiders is usually indicative of undervaluation. Most investors, however,
only consider inside ownership in terms of common stocks. The Everen securities
demonstrate that this factor can inform fixed income investors as well. When
Bill did his work on this issue, he noted that insiders owned a substantial
percentage of the shares and that insiders continued to make open market
purchases.

     We believe that the corporate fixed income market offers plentiful
opportunities to purchase mispriced securities. Our job at The Oakmark Balanced
Fund is to determine which issues have the most desirable risk/reward
characteristics. I will have more to say about our fixed income holdings in
future reports.

     As always, please feel free to write or E-mail me with your questions or
comments.

                                                               CLYDE S. MCGREGOR
                                                               Portfolio Manager
                                                                   [email protected]
                                                                  August 2, 1996

                                      18
<PAGE>

THE OAKMARK BALANCED FUND
SCHEDULE OF INVESTMENTS -- JULY 31, 1996 (UNAUDITED)

<TABLE>
<CAPTION>

Shares Held                                                       Market Value
- ------------------------------------------------------------------------------
EQUITY AND EQUIVALENTS -- 55.6%

RETAIL-2.7%
<S>                                                      <C>                  
      8,500  The Kroger Company                                   $    320,875
 
OTHER CONSUMER GOODS & SERVICES-15.2%
     36,200  Arctco, Inc.                                              384,625
     13,400  Promus Hotel Corporation                                  365,150
      9,900  The Black & Decker Corporation                            363,825
      6,500  Armstrong World Industries, Inc.                          360,750
     20,800  JUNO Lighting Inc.                                        312,000
                                                                  ------------
                                                                     1,786,350

FOOD & BEVERAGE-6.4%
      3,900  Philip Morris Companies Inc.                              408,037
     10,150  H.J. Heinz Company                                        336,219
                                                                  ------------
                                                                       744,256
BANKS & OTHER FINANCIAL-9.3%
     10,000  Associates First Capital Corporation, Class A             383,750
      7,300  First USA, Inc.                                           356,788
      6,700  Mellon Bank Corporation                                   353,425
                                                                  ------------
                                                                       710,213
                                                         
BROADCASTING & PUBLISHING-9.3%
     22,500  US West Media Group                                       388,125
     18,100  Lee Enterprises, Incorporated                             359,737
      6,000  Dun + Bradstreet Corporation                              345,000
                                                                  ------------
                                                                     1,092,862
                                                         
AEROSPACE & DEFENSE-3.0%
      8,000  McDonnell Douglas Corporation                             358,000
                                                         
OTHER INDUSTRIAL GOODS & SERVICES-3.1%
     20,000  Premark International, Inc.                               360,000
                                                         
COMMERCIAL REAL ESTATE-2.8%
      6,200  Catellus Development Corporation,
             Preferred Convertible Series A, 3.75%                     323,175
                                                         
DIVERSIFIED CONGLOMERATES-3.8%
     20,000  U.S. Industries, Inc.                                     450,000
             TOTAL EQUITY AND EQUIVALENTS (COST: $6,346,743)         6,529,481
</TABLE> 

                                      19
<PAGE>

THE OAKMARK BALANCED FUND
SCHEDULE OF INVESTMENTS--JULY 31, 1996 (UNAUDITED) (CONTINUED)

<TABLE> 
<CAPTION> 

Shares Held/Principal Value                                       Market Value
- ------------------------------------------------------------------------------
<S>                                                               <C>    
FIXED INCOME-40.1%

CORPORATE BONDS-10.9%

RETAIL-0.9%
    100,000  The Vons Companies Inc., 9.625% due 4/1/2002              105,250

OTHER CONSUMER GOODS & SERVICES-1.3%
    150,000  Samsonite Corporation, 11.125% due 7/15/2005              153,750

FINANCIAL SERVICES-2.4%
    250,000  Everen Capital Corporation, 13.50% due 9/15/2007          280,000

AEROSPACE & AUTOMOTIVE-1.3%
    150,000  Coltec Industries, Inc., 9.75% due 4/1/2000               153,937

BUILDING MATERIALS & CONSTRUCTION-1.3%
    150,000  USG Corporation, Senior Notes Series B,
             9.25% due 9/15/2001                                       153,978

UTILITIES-1.3%
    150,000  Midland Funding Corporation, 11.75% due 7/23/2005         157,125

OTHER INDUSTRIAL GOODS & SERVICES-1.5%
    150,000  UCAR Global Enterprises Inc., Senior Subordinated
             Note, 12.00% due 1/15/2005                                170,250

RECREATION & ENTERTAINMENT-0.9%
    190,000  Harrah's Jazz Bonds, 14.25% due 11/15/2001                 99,750
                                                                   -----------
             TOTAL CORPORATE BONDS (COST: $1,350,396)                1,274,000

PREFERRED STOCKS-2.0%

BROADCASTING & CABLE TV-2.0%
      3,900  Tele-Communications, Inc., Pfd Jr. Class B, 6%            232,050
                                                                   -----------

             TOTAL PREFERRED STOCKS (COST: $257,263)                   232,050

GOVERNMENT AND AGENCY SECURITIES-27.2%
  1,000,000  United States Treasury Notes, 6.00% due 10/15/1999        989,020
    750,000  United States Treasury Notes, 5.625% due 11/30/2000       724,200
    600,000  United States Treasury Notes, 6.125% due 5/31/1997        601,260
    600,000  United States Treasury Notes, 5.25% due 7/31/1998         589,320
    300,000  Federal Home Loan Bank, Consolidated Bond,
             6.405% due 4/10/2001                                      295,128
                                                                   -----------
             TOTAL GOVERNMENT AND AGENCY SECURITIES
             (COST: $3,254,045)                                      3,198,928

SHORT TERM INVESTMENTS-4.0%

REPURCHASE AGREEMENTS-4.0%
    474,000  State Street Repurchase Agreement, 5.55%
             due 08/01/1996                                            474,000

TOTAL INVESTMENTS (COST $11,682,447)-99.7%                         $11,708,459
Other Assets, Less Other Liabilities-0.3%                               31,267
                                                                   -----------
             TOTAL NET ASSETS-100%                                 $11,739,726
                                                                   ===========
</TABLE>

                                       20
<PAGE>

                                                                   INTERNATIONAL



        THE VALUE OF A $10,000 INVESTMENT IN THE OAKMARK INTERNATIONAL
            FUND FROM ITS INCEPTION (9/30/92) TO PRESENT (7/31/96)
             AS COMPARED TO THE MORGAN STANLEY WORLD EX U.S. INDEX



                             [GRAPH APPEARS HERE]


                                Oakmark       Morgan Stanley
                             International     World ex U.S.
                                 Fund              Index   
        
                     9/92       10,000            10,000
                    10/92        9,800             9,505
                                10,833             9,621
                                12,105            11,764
                                12,607            12,233
                    10/93       14,454            12,981
                                16,487            13,786
                                15,382            13,664
                                15,194            13,899
                    10/94       15,121            14,265
                                13,698            13,124
                                14,399            14,437
                                15,506            14,911
                    10/95       14,659            14,248
                                16,248            15,312
                                18,162            16,144
                     7/96       17,634            15,471

7/31/96 NAV $14.37

<TABLE>
<CAPTION>
                                                                AVERAGE ANNUAL TOTAL
                                                               RETURN THROUGH 7/31/96
                                                              ------------------------
                                TOTAL RETURN   TOTAL RETURN    FROM     FROM INCEPTION
                                 LAST 3 MOS.    LAST 6 MOS.   7/31/95      9/30/92
                                ------------   ------------   -------   --------------
<S>                             <C>            <C>            <C>       <C>
OAKMARK INTERNATIONAL               -2.9%          8.5%        13.7%         15.9%
Morgan Stanley World ex U.S.*       -4.2%          1.0%         3.8%         12.1%
Morgan Stanley EAFE*                -4.2%          1.0%         3.5%         12.1%
Lipper Analytical
  International Fund Average*       -2.8%          2.4%         6.7%         12.5%
</TABLE>

*Total return includes change in share prices and in each case includes
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 results.


INTERNATIONAL

THE OAKMARK INTERNATIONAL FUND
REPORT FROM DAVID G. HERRO AND MICHAEL J. WELSH,
PORTFOLIO MANAGERS


Dear Fellow Shareholders:

     Our fiscal 3rd quarter return was a negative 2.9%. More importantly,
however, your Fund, on a year to date basis, is up more than 16%. This compares
favorably with our international fund peer group, represented by the Lipper
average of international funds, which was up slightly less than 5%. The quarter
was highlighted by a sharp global equity market correction in July when your
Fund lost around 4%.

     We are certain that despite this correction, opportunities in international
equity markets are abundant. We remain extremely


                                       21

<PAGE>
 
optimistic about this Fund's long-term prospects. Valuations remain compelling
in most overseas markets, interest rates are down, corporate activity is up in
Europe and Asia, and the emerging markets continue to grow.

WHY THE CONVERGENCE?

     Frequently, experts list portfolio diversification as one of the main
reasons to invest internationally. They claim it is one of the few "free
lunches" in investing-a portfolio that includes international stocks should
generate a higher expected return with lower volatility. But it seems whenever
the U.S. market is hit with a bout of downward volatility, overseas markets move
downward in sympathy. This is true IN THE SHORT-TERM, due to the global nature
of the world's capital markets as well as to the herd mentality of some
"investors" and traders.

     When traders see something major happening in the world's largest market,
there is a tendency to panic and behave defensively everywhere. BECAUSE WE ARE
LONG-TERM INVESTORS, SHORT-TERM VOLATILITY DOES NOT CONCERN US. We are only
concerned with what is happening to the fundamental economic value of the
companies in which we are invested. As a result of this discipline, we use these
moments of market volatility to increase our holdings in companies whose share
prices have declined due to market conditions, but whose long-term economic
value remains relatively unchanged.

INVESTING VS. TRADING

     A few years ago, we wrote about the difference between being an investor
and being a trader. Given the recent bout of market volatility, here are some of
those points again. Traders react instantly to any piece of information (whether
it be fact or rumor, material or insignificant) on the state of the economy or a
particular company. If a trading trend is established, other traders will
quickly follow suit under "the trend is your friend" principle. In contrast, an
investor ascertains whether this news is white noise, or whether it truly does
have an impact on the business fundamentals of a company. Depending on the
accuracy or materiality of any single piece of data, investors can take
advantage of the poor discipline and short-term vision of many traders by buying
the shares of high quality, but temporarily out-of-favor companies.

     Traders are concerned with how a company did in a week or a quarter.
Investors are concerned about how it did over a 3, 5 or 10 year period. Traders
will try to "time" getting in and out of markets, while investors buy and hold
companies or dollar cost average. Traders ask

                                      22
<PAGE>
 
us how we will do this year. Investors ask us to define our investment
philosophy or whether we have been able to find good value.

     You can see from the above why a down month or quarter or even year in the
world equity markets is of less concern to us than sticking to our guns in
volatile times. We fully believe it is in our shareholders' best interests to
adopt the same approach. Trading is closer to gambling than to investing-you can
make good money doing it, but the odds aren't good. If gambling is the
intention, there are far more exciting venues than the world equity markets; for
instance, one can bet on the Packers to win the Super Bowl in 1997!

TRAVELERS LOG: JAPAN AND KOREA

     Over the past four years many shareholders have asked us, "Do you still not
like Japan?". This is not the question we ask ourselves, but rather "Can we find
any companies in Japan that meet our investment criteria?". Finding these
companies has been a near Sisyphean task.

     It is not that we "still don't like Japan." We've spent hundreds of hours
and met with well over one hundred companies in the last four years trying to
find appropriate Japanese investments. And things have gotten better in those
four years. Managements are more willing to talk with investors, financial
disclosure has improved, companies have started to unwind cross-shareholdings,
and, most unbelievably, a handful of pioneering firms have started to buy back
their own stock.

     There is so much to admire about the abilities of Japanese companies: the
constant striving for improvement, the ability to deliver high quality, good
value consumer products, the efficiency of production, and the loyalty and work
ethic of employees. However, none of these factors necessarily translate into
attractive equity investments. The meager long-run returns on capital for most
of corporate Japan are ample evidence of this.

     Foreigners have been the only buyers of the Japanese market over the past
two years. Most are hoping for a wave of domestic buying in the market driven by
all-time low interest rates. This scenario is all the more plausible given that
Japanese individuals have been net sellers in the market ever since "the bubble"
burst in 1990, and given that Tokyo is the only major market in the world that
is still significantly off its all-time high.

     The scenario excludes one important variable-the price an investor is
paying relative to the value of what is received. Our one investment in Japan,
KYOCERA, not only represents excellent value but is clearly run

                                      23
<PAGE>
 
for the benefit of shareholders. We will continue to seek out companies of this
quality trading at sensible prices.

     Korean companies in general have many of the same blemishes as their
Japanese role models, including low investment returns, cross-shareholdings,
empire building mentalities (di-worse-ification), and low regard for minority
shareholders. The biggest difference is price. Korea is unquestionably the
cheapest stock market in Asia. Investors are amply compensated for the less-
than-ideal conditions by paying a substantial discount to the economic value of
the company.

     We have taken advantage of the recent raising of the foreign investment
limitation by investing more money in high-quality Korean firms. We believe that
as the country continues to deregulate and decentralize ahead of its entry into
the Organization of Economic Cooperation and Development (OECD), that it will be
a market of great potential.

     Our portfolio weightings in Japan and Korea illustrate how unimportant
indices are to our investment decisions. As of the end of the third quarter, our
weighting in Korea (2.7% of assets) was roughly the same as our weighting in
Japan (2.5%), even though Japan represents 40% of Morgan Stanley's widely
followed international benchmark EAFE (Europe, Australia, and the Far East).
Korea is not even in the EAFE index.

     In The Oakmark International Fund, geographic portfolio allocation will
always be a fall-out of stock selection. We will have the most money in the
countries where we can find the most value. We realize that having so little
invested in the largest overseas market in the world certainly distinguishes us
from our peer group (especially in good times and bad). But you can be sure we
will never invest in a company just because its home country has a big weighting
in an international market index.

                                                                     DAVID HERRO
                                                                   MICHAEL WELSH
                                                              Portfolio Managers
                                                        [email protected]
                                                                   [email protected]
                                                                  August 8, 1996

                                      24
<PAGE>
International

THE OAKMARK INTERNATIONAL FUND
SCHEDULE OF INVESTMENTS
COUNTRY DIVERSIFICATION--JULY 31, 1986 (UNAUDITED)

                                                                     % of Fund
Country                                                             Net Assets 
- ------------------------------------------------------------------------------

ARGENTINA                                                                 5.6%
 Alparagatas Sociedad Anonima Industrial Y Comercial
 CIADEA S.A.
 YPF Sociedad Anonima

AUSTRALIA                                                                 6.2%
 National Australia Bank Limited
 Pioneer International

BRAZIL                                                                    3.8%
 Iochpe-Maxion SA
 Usiminas

CANADA                                                                    0.9%
 Call Net Enterprises Inc.

FINLAND                                                                   1.6%
 Kone Corporation

FRANCE                                                                    3.0%
 Chargeurs International Sa
 Groupe Legris Industries
 Pathe
 Strafor Facom

GREAT BRITAIN                                                            13.8%
 British Aerospace Public Limited Company
 Cordiant PLC
 Guinness PLC
 Reckitt & Colman PLC
 Rolls-Royce Public Limited Company
 The Central European Growth Fund PLC

HONG KONG                                                                 6.6%
 Chen Hsong Holdings Limited
 Giordano Holdings Limited
 Hong Kong Aircraft Engineering Company Limited
 Lamex Holdings Limited
 Varitronix International Holdings Limited
 Yue Yuen Industrial (Holdings) Limited

INDONESIA                                                                 2.6%
 Asia Pulp & Paper Company Ltd

ISRAEL                                                                    3.7%
 Bezeq
 Scitex Corporation Limited

ITALY                                                                     1.0%
 Parmalat Finanziaria S.p.A.
 Parmalat Finanziaria S.p.A. Rights

JAPAN                                                                     2.5%
 Kyocera Corporation

KOREA                                                                     2.7%
BYC Company
 Daehan Flour Mills Co., Ltd.
 Keumkang
 Lotte Chilsung Beverage
 Lotte Confectionery
 Pacific Corporation

MALAYSIA                                                                  1.5%
 Leong Hup Holdings Berhad
 Technology Resources Industries Berhad

MEXICO                                                                    4.7%
 Grupo Financiero Bancomer, S.A. De C.V. (GFB)-B
 Grupo Financiero Bancomer, S.A. De C.V.- L
 Telefonos de Mexico, S.A. de C.V.

NETHERLANDS                                                               7.0%
 EVC International NV
 Hollandsche Beton Groep nv
 Macintosh
 Royal Pakhoed N.V.

NEW ZEALAND                                                               2.8%
 Lion Nathan Limited

NORWAY                                                                    2.3%
 Kvaerner

PORTUGAL                                                                  3.3%
 Banco Espirito Santo E Comercial de Lisboa, S.A.

SPAIN                                                                     5.0%
 Banco Popular Espanol
 Telefonica
 Union Electrica Fenosa S.A.

SWEDEN                                                                   13.0%
 AB Volvo
 Avesta Sheffield
 Fastighets AB Nackebro
 Mo och Domsjo AB
 Svenska Handelsbanken
 Svenskt Stal AB Series A
 Svenskt Stal AB Series B

SWITZERLAND                                                               2.2%
 Saurer Ltd.

TAIWAN                                                                    0.3%
 Tung-Ho Steel Enterprise Corp.

                                       25
<PAGE>

International

THE OAKMARK INTERNATIONAL FUND
SCHEDULE OF INVESTMENTS--JULY 31, 1996 (UNAUDITED)

<TABLE>
<CAPTION>

Shares Held                               Description             Market Value
- ------------------------------------------------------------------------------
<S> 
COMMON STOCKS--96.8%
CONSUMER NON-DURABLES--3.0%

             <C>                     <C>                          <C> 

 91,828,000  Yue Yuen Industrial     Athletic Footwear               
              (Holdings) Limited      Manufacturing
               (Hong Kong)                                         $ 26,123,595
     88,233  Chargeurs International Wool Production Holding
              Sa (France)             Company                        3,505,725
     24,000  BYC Company (Korea)     Textile Manufacturer            3,247,632
     35,820  Pacific Corporation     Cosmetics and Household
              (Korea)                 Goods Manufacturer               660,967
                                                                  ------------
                                                                    33,537,919

FOOD & BEVERAGE--9.4%
  4,945,000  Guinness PLC            Distiller & Brewer
              (Great Britain)                                       35,535,698
 12,113,200  Lion Nathan Limited     New Zealand Brewer
              (New Zealand)                                         31,907,615
  8,700,000  Parmalat Finanziaria    Dairy Products
              S.p.A. (Italy)                                        10,989,185
  4,939,000  Leong Hup Holdings      Major Poultry Operation in
               Berhad (Malaysia)      Malaysia and KFC Operator      9,538,417
     56,000  Lotte Confectionery     Confectionary Manufacturer
               (Korea)                                               9,334,481
     44,770  Lotte Chilsung          Manufacturer of Soft Drinks,
              Beverage (Korea)        Juices, & Sport Drinks         5,948,038
     31,770  Daehan Flour Mills      Food Processing
              Co., Ltd. (Korea)                                      2,813,925
  8,700,000  Parmalat Finanziaria    Dairy Products
              S.p.A., Rights (Italy)                                   377,753
                                                                  ------------
                                                                   106,445,112

HOUSEHOLD PRODUCTS--1.8%
  1,950,853  Reckitt & Colman PLC    Household Cleaners and
              (Great Britain)         Air Fresheners                19,936,389

RETAIL-2.8%
 12,403,000  Giordano Holdings       East Asian Clothing Retailer
              Limited (Hong Kong)     & Manufacturer                10,986,325
 17,430,294  Alparagatas Sociedad    Textiles and Footwear
              Anonima Industrial Y
              Comercial (Argentina)                                 10,806,782
    451,300  Macintosh (Netherlands) Non-Food Specialty Retailer    10,243,161
                                                                  ------------
                                                                    32,036,268

TELECOMMUNICATIONS--10.1%
  1,295,100  Telefonos de Mexico,    Telephone Company in Mexico
               S.A. de C.V.
               (Mexico) (b)                                         39,662,438
  2,050,500  Telefonica (Spain)      Spanish Telecommunications     35,763,111
  9,330,000  Bezeq (Israel)          Telephone Company              21,377,246
</TABLE>

                                       26
<PAGE>

International

THE OAKMARK INTERNATIONAL FUND
SCHEDULE OF INVESTMENTS--JULY 31, 1996 (UNAUDITED) (CONTINUED)

 
<TABLE>
<CAPTION> 
Shares Held                                 Description           Market Value
- ------------------------------------------------------------------------------
<S>                                    <C>                        <C>        

    908,500  Call Net Enterprises Inc.,  Telecommunications
              Common (Canada)                                     $ 10,374,927
  2,350,000  Technology Resources        Telecommunications
              Industries Berhad
              (Malaysia)                                             7,203,101
                                                                  ------------
                                                                   114,380,823

TRANSPORTATION--6.3%
  2,434,600  AB Volvo (Sweden)           Automobiles and Trucks     52,650,747
  3,197,497  CIADEA S.A.                 Assembler and Distributor
              (Argentina) (a)             of Automobiles            18,065,860
                                                                  ------------
                                                                    70,716,607

OIL & NATURAL GAS--3.0%
  1,631,200  YPF Sociedad Anonima         Oil Exploration,           
              (Argentina) (b)             Production and           
                                           Marketing                34,255,200
ELECTRIC--0.2%
    366,968  Union Electrica Fenosa       Spanish Electric        
              S.A. (Spain)                 Utility                   2,226,971


BANKS--2.8%
  5,275,000  National Australia Bank      Largest Australian     
              Limited (Australia)          Bank                     47,898,909
 
  2,275,480  Banco Espirito Santo         Portuguese Bank
              E Comercial de                                        
              Lisboa, S.A.(Portugal)                                37,779,687
  1,268,850  Svenska Handelsbanken        Large Swedish Bank
              Series A (Sweden)                                     26,288,859
    108,093  Banco Popular Espanol        Large Spanish Bank
              (Spain)                                               18,680,509
 26,635,000  Grupo Financiero             Large Mexican                
              Bancomer, S.A.               Financial Group
              De C.V. (GFB)-B
              (Mexico) (a)                                          11,555,238
  6,129,630  Grupo Financiero             Large Mexican 
              Bancomer, S.A.               Financial Group
              De C.V.- L (Mexico) (a)
                                                                     2,020,713
                                                                  ------------
                                                                   144,223,915

INVESTMENT COMPANIES--0.4%
  4,200,000  The Central European         Diversified,                
              Growth Fund PLC             Closed-End Fund          
              (Great Britain)              Investing in              
                                           Central Europe            3,985,068

BROADCASTING & PUBLISHING--1.9%
     88,233  Pathe (France)               Television & Film         21,087,332
                              
COMPUTER SYSTEMS--1.9%
  1,361,500  Scitex Corporation           Color Pre-Press        
              Limited (Israel) (b)         Systems                  20,933,063
</TABLE> 

                                      27
<PAGE>

International

The Oakmark International Fund
Schedule of investments-July 31, 1996 (Unaudited) (continued)
<TABLE> 
<CAPTION> 
Shares Held                                  Description          Market Value
- ------------------------------------------------------------------------------
<S>                                   <C>                         <C> 
MARKETING SERVICES-4.5%
 30,408,656  Cordiant PLC             Global Advertising Agency
    (Great Britain) (a)                                           $ 51,083,137

AEROSPACE-5.7%
  7,848,737  Rolls-Royce Public       Jet Engines
                Limited Company
                (Great Britain)                                     26,614,165
  7,504,400  Hong Kong Aircraft       Commercial Aircraft Overhaul
             Engineering Company       and Maintenance
             Limited (Hong Kong)                                    19,116,894
  1,299,666  British Aerospace Public Defense Products and
                Limited Company        Civil Aviation
                (Great Britain)                                     18,780,366
                                                                  ------------
                                                                    64,511,425

CHEMICALS-4.7%
    989,165  EVC International NV     Western European PVC
               (Netherlands)           Manufacturer                 28,797,262
    943,383  Royal Pakhoed N.V.       Petroleum Products,
               (Netherlands)           Chemical Handling            24,552,396
                                                                  ------------
                                                                    53,349,658
COMPONENTS-3.7%
    419,000  Kyocera Corporation      Electric Components
              (Japan)                                               28,690,834
  7,177,000  Varitronix International Liquid Crystal Displays
              Holdings Limited
              (Hong Kong)                                           13,085,707
    972,000  Chen Hsong Holdings      Plastic Injection Moulding
              Limited (Hong Kong)       Machines                       515,330
                                                                  ------------
                                                                    42,291,871

MACHINERY & METAL PROCESSING-2.4%
     66,000  Saurer Ltd (Switzerland) Textile Machinery             24,530,193
     17,323  Strafor Facom (France)   Metal Processing, Office
                                       Equipment, Mining Tools       1,230,942
  7,880,000  Iochpe-Maxion SA         Agricultural Machinery &
               (Brazil)                Automotive Parts                911,208
                                                                  ------------
                                                                    26,672,343

FORESTRY PRODUCTS-4.2%
  2,785,600  Asia Pulp & Paper        Paper & Packaging
               Company Ltd              Products in Asia
               (Indonesia) (a) (b)                                  29,945,200
    694,500  Mo och Domsjo AB         Paper, Pulp & Timber
              (Sweden)                                              17,697,546
                                                                  ------------
                                                                    47,642,746
</TABLE> 

                                       28

<PAGE>
THE OAKMARK INTERNATIONAL FUND
SCHEDULE OF INVESTMENTS--JULY 31, 1996 (UNAUDITED) (CONTINUED)

Shares Held/Principal Value         Description              Market Value
<TABLE>
<CAPTION> 
<S>         <C>                       <C>                            <C>
MINING AND BUILDING MATERIALS--2.7%
  8,180,923  Pioneer International    Concrete Products, 
              (Australia)              Aggregates               $   22,399,619
    126,980  Keumkang (Korea)         Building Materials             8,357,030
                                                                --------------
                                                                    30,756,649

OTHER INDUSTRIAL GOODS & SERVICES--2.7%
    161,870  Kone Corporation         Elevators
              (Finland)                                             18,036,057
    195,097  Groupe Legris Industries Europe's Leading Crane
              (France)                 Manufacturer                  7,810,284
 14,040,000  Lamex Holdings Limited   Hong Kong's Largest
              (Hong Kong)              Office Furniture Supplier     5,128,858
                                                                --------------
                                                                    30,975,199

SHIP BUILDING--2.3%
    723,110  Kvaerner (Norway)        Shipbuilding and Engineering  25,831,440

STEEL--8.3%
 39,563,700  Usiminas (Brazil)        Steel Production              42,230,476
  3,575,000  Avesta Sheffield         Stainless Steel
              (Sweden)                                              33,520,356
  1,090,000  Svenskt Stal AB,         Steel
              Series A (Sweden)                                     14,011,554
    374,000  Tung-Ho Steel Enterprise Taiwanese Manufacturer of
              Corp. (Taiwan) (a)       Steel Bars and H-Beams        3,605,996
     65,200  Svenskt Stal AB,         Steel
              Series B (Sweden)                                        838,122
                                                                --------------
                                                                    94,206,504

DIVERSIFIED CONGLOMERATES--0.5%
    378,200  Koors Industries         Israeli Holding Company
              Limited (United States)                                6,003,925

REAL ESTATE CONSTRUCTION--1.5%
     88,732  Hollandsche Beton        Construction
              Groep nv (Netherlands)                                15,837,712
    121,885  Fastighets AB Nackebro   Real Estate
              (Sweden)                                               1,566,787
                                                                --------------
                                                                    17,404,499

  TOTAL COMMON STOCKS (COST: $1,064,663,708)                     1,094,494,063

SHORT TERM INVESTMENTS--2.7%
REPURCHASE AGREEMENTS--0.0%
    459,000  State Street Repurchase Agreement,
              5.55% due 8/1/1996                                       459,000
</TABLE>

                                       29
<PAGE>
THE OAKMARK INTERNATIONAL FUND
SCHEDULE OF INVESTMENTS--JULY 31, 1996 (UNAUDITED) (CONTINUED)

Shares Held/Principal Value           Description                  Market Value 
<TABLE>
<CAPTION>
<S>             <C>                  <C>                           <C> 
COMMERCIAL PAPER--2.7%
 20,000,000  Ford Motor Credit Corp., 5.60% due 8/1/1996        $   20,000,000
 10,000,000  Ford Motor Credit Corp., 5.38% due 8/9/1996            10,000,000
                                                                --------------
                                                                    30,000,000

    TOTAL SHORT TERM INVESTMENTS (COST: $30,459,000)            $   30,459,000

Total Investments (Cost $1,095,122,708)--99.5%                  $1,124,953,063

Foreign currencies (Cost $5,271,053)--0.5%                      $    5,722,881

Other assets, less other liabilities--0% (c)                           551,909
                                                                --------------
    TOTAL NET ASSETS-100%                                       $1,131,227,853
                                                                ==============
</TABLE>
____________
Notes:
(a)  Non-income producing security.

(b)  Represents an American Depositary Receipt.

(c)  Includes portfolio and transaction hedges.

For the Fund's fiscal year ending October 31, 1995 the portfolio turnover was
27% and the Fund's expense ratio was 1.40%.




                                       30
<PAGE>
 
THE OAKMARK INTERNATIONAL EMERGING VALUE FUND
RESULTS FROM NOVEMBER 1, 1995 (INCEPTION) THRU JULY 31, 1996:

7/31/96 NAV $11.04

<TABLE>
<CAPTION>
                                                     CALENDAR
                                                       YTD       SINCE INCEPTION
                                                  THRU 7/31/96*      11/1/95*
                                                  -------------   --------------
<S>                                               <C>             <C>
THE OAKMARK INT'L EMERGING VALUE FUND...........     14.6%            10.4%
Morgan Stanley World ex U.S.....................      1.6%             8.6%
Lipper Analytical International Fund Average....      4.8%             9.0%
Lipper Emerging Market Fund Index...............      7.3%             8.2%

</TABLE>

*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 Lipper International Fund Average includes 106 mutual
funds that invest in securities whose primary markets are outside the United
States. The Lipper Emerging Market Fund Index is comprised of 10 emerging market
funds. Past performance is no guarantee of future results.

THE OAKMARK INTERNATIONAL EMERGING VALUE FUND
REPORT FROM DAVID G. HERRO AND ADAM D. SCHOR,
PORTFOLIO MANAGERS

Dear Fellow Shareholders:

     Your Fund declined by 2.7% during the quarter ended July 31, 1996, which
included July's global equity market correction. The Oakmark International
Emerging Value Fund outperformed its peer group during this quarter and is up
more than 14.5% since the beginning of the calendar year. We continue to be
enthusiastic about this Fund's prospects because of the attractiveness of the
Fund's universe: companies located in emerging markets or small companies
located outside the USA.

MARKETS AND SOAP OPERAS

     As we leave the third quarter, the national election draws near and
terrorism remains foremost in our minds, yet the U.S. stock market remains
strong. The U.S. economy and investment community, generally, are mature and can
weather these events. Successful companies will continue to be successful. There
are no sea changes in the United States, just gentle shifts in the tide. Global
markets eventually will behave like this. They don't all yet, but some are
changing.

     At the end of the quarter, Argentina's finance minister, Domingo Cavallo,
resigned after an argument with President Carlos Menem. Two years ago, just the
threat of Cavallo's departure sent the market down sharply. Today the market is
holding up. Immediately after Cavallo's resignation we spoke to Alan
Clutterbuck, a director of Alpargatas, an Argentine footwear company we added to
the Fund this quarter. Alan

                                      31
<PAGE>
 
was initially concerned that the resignation would affect consumer confidence
and hurt sales. But early signs are positive. There has been no rush to trade-in
Argentine pesos for U.S. dollars as there was after the last Mexican crisis and
subsequent public rift between Menem and Cavallo.

     As Alan tells us, "After I heard the news I went to a television. Two years
ago, it would have been a breaking story. This time, I still saw soap operas on
television. There was no reason to break in." We don't know his television
tastes generally, but we know Alan was glad to see soaps on this time. "We are a
more mature country now," he says. "We are taking this with a great deal of
maturity. That's good."

     Politicians talk, come and go, but they do not change our daily lives. It's
not the national ecomony that's important but our own private economies. The
employment statistics an individual most cares about are his own, not the
country's. There are two important employment rates: 0% and 100%, with a sample
size of one.

     Businesses, like individuals, forge ahead. They don't live through
statistics. They don't exist because of government or politicians; indeed, most
thrive despite these entities. Businesses exist because they sell goods and
services that are in demand and can be priced to cover their costs. A successful
business worries more about the next product or next sale than about the next
president or economic data release. And successful investors do the same.

SIMPLE VIEW

     In emerging markets, it should be just as simple but it's not. Not all
markets and investors show the restraint that Argentina is now showing. When an
election nears or terrorists strike, investors get nervous. They get concerned
that other investors will get concerned, so they sell before the rest of the
pack sells. It's like a puppy chasing his tail, spinning out of control. This
tail-spinning, however, ignores a fundamental principle--investment rewards
ultimately reflect the successes of the businesses in which one invests.

                                      32
<PAGE>
 
     This basic principle underlies some important questions we consider when
investing:

1. WHO CONTROLS THE COMPANY?

     We often become linked to major shareholders who are managers and majority
owners of their businesses. Their competency, honesty and integrity determine
whether we will invest with them. When we buy into a company, we expect to be
with it for many years, so we must choose our partners carefully.

2. CAN IT COMPETE ON ITS OWN?

     We look for globally competitive companies not reliant on protective
tariffs or regulations. We know that eventually barriers break down and
competitors rush in. If a company is not globally competitive, it is unwise to
get involved with it.

3. IS IT FINANCIALLY STABLE?

     Given the volatility small and emerging market companies face, we look for
companies with the financial strength to weather storms. Good management will
navigate through these storms, but the financial boat can't be too leaky.

     We are certain that we can generate excess returns by buying undervalued
companies that meet these three criteria. There may be volatility. Ultimately,
however, the performance of these companies will make the investment worthwhile.

                                                                     DAVID HERRO
                                                                      ADAM SCHOR
                                                        [email protected]
                                                                   [email protected]
                                                              Portfolio Managers
                                                                  August 8, 1996

                                      33
<PAGE>

THE OAKMARK INTERNATIONAL EMERGING VALUE FUND
SCHEDULE OF INVESTMENTS
COUNTRY DIVERSIFICATION -- JULY 31, 1996 (UNAUDITED)

<TABLE> 
<CAPTION> 
                                                                      % of Fund 
Country                                                               Net Assets
- --------------------------------------------------------------------------------
<S>                                                                   <C>      
ARGENTINA                                                                   6.1%
 Alparagatas Sociedad Anonima 
   Industrial Y Comercial
 CIADEA S.A.
 YPF Sociedad Anonima
AUSTRALIA                                                                  12.5%
 CE Heath International Holdings
   Limited
 Parbury Limited
 Solution 6 Holdings Limited
 Wattyl
AUSTRIA                                                                     0.4%
 Bau Holdings
BRAZIL                                                                      1.2%
 Banco Nacional S.A.
 Cemig
 Iochpe-Maxion SA
CANADA                                                                      1.8%
 Moffat Communications Limited
FRANCE                                                                      4.1%
 Groupe Fives-Lille
 The NSC Group
GERMANY                                                                     1.8%
 WMF
GREAT BRITAIN                                                               6.3%
 Cordiant PLC
 Vardon PLC
HONG KONG                                                                   5.2%
 TechTronic Industries Company
   Limited
 Yip's Hang Cheung (Holdings)
   Limited
HUNGARY                                                                     1.7%
 Egis Gygogyszergyar
 Soproni Sorgy AR RT
INDIA                                                                       0.8%
 Zee Telefilms
INDONESIA                                                                   5.9%
 Asia Pulp & Paper Company Ltd
 PT Polysindo EKA Perkasa
IRELAND                                                                     7.5%
 Anglo Irish Bank Corporation plc
 Barlo Group PLC
 Fyffes
ISRAEL                                                                      4.7%
 Nice Systems
 Tower Semiconductor Limited
ITALY                                                                       1.7%
 Danieli & Company
JAPAN                                                                       1.8%
 Fukuda Denshi Co., Ltd.
KOREA                                                                       6.4%
 Asia Cement Manufacturing Co.
 Chosun Brewery
 Daehan Flour Mills Co., Ltd.
 Woong Jin Publishing Co., Ltd.
MEXICO                                                                      5.7%
 Grupo Herdez, SA de CV
 Telefonos de Mexico,
   S.A. de C.V.
NETHERLANDS                                                                 5.4%
 EVC International NV
 N. V. Koninklijke Sphinx
   Gustavsberg
NEW ZEALAND                                                                 5.1%
 Sanford Limited
 Steel & Tube Holdings Ltd.
SINGAPORE                                                                   4.3%
 Aztech
 Pentex Schweizer Circuits
   Limited
SPAIN                                                                       2.4%
 Grupo Uralita
SWEDEN                                                                      2.7%
 BT Industries AB
SWITZERLAND                                                                 0.9%
 SwissLog Holding AG
</TABLE> 
         
                                      34
<PAGE>
 
THE OAKMARK INTERNATIONAL EMERGING VALUE FUND
SCHEDULE OF INVESTMENTS--JULY 31, 1996 (UNAUDITED)

<TABLE> 
<CAPTION> 
Shares Held                                  Description          Market Value
- ------------------------------------------------------------------------------  
<S>                                    <C>                        <C>      
COMMON STOCKS--96.4%
CONSUMER NON-DURABLES--4.0%
  2,652,000   PT Polysindo EKA            Integrated Textile          
               Perkasa (Indonesia)         Manufacturer            $ 1,381,544

FOOD & BEVERAGE--6.1%  
  2,934,000  Grupo Herdez, SA de          Manufacturer and            
              CV (Mexico)                  Distributor of Bottled
                                           and Canned Food           1,044,610
     14,410  Chosun Brewery (Korea)       Korean Brewer                450,257
      4,500  Daehan Flour Mills           Food Processing
              Co., Ltd. (Korea)                                        398,573
     13,155  Soproni Sorgy AR RT          Hungarian Brewer
              (Hungary)                                                203,275
                                                                   -----------
                                                                     2,096,715

HOUSEHOLD PRODUCTS--4.2%
     47,550  N.V. Koninklijke             Bathroom Products
              Sphinx Gustavsberg
              (Netherlands)                                            820,224
      3,000  WMF (Germany)                Tableware and           
                                           Kitchenware                 613,368
                                                                   -----------
                                                                     1,433,592

RETAIL--3.0%
  1,625,000  Alparagatas Sociedad         Textiles and Footwear
              Anonima Industrial Y
              Comercial (Argentina)                                  1,007,500

TELECOMMUNICATIONS--2.7%
     29,950  Telefonos de Mexico,         Telephone Company          
              S.A. de C.V.                 in Mexico
              (Mexico) (b)                                             917,219

TRANSPORTATION--1.3%
     77,250  CIADEA S.A.                  Assembler and Distributor   
              (Argentina) (a)              of Automobiles              436,463

PHARMACEUTICAL--1.1%
      7,600  Egis Gygogyszergyar          Hungarian Pharmaceutical
              (Hungary)                    Company                     376,822

OTHER CONSUMER GOODS & SERVICES--5.4%
    585,000  Vardon PLC                   Bingo Clubs
              (Great Britain)                                          982,734
    528,133  Fyffes (Ireland)             Distributor of             
                                           Fresh Fruit,     
                                           Flowers and Produce        
                                           in Europe                   871,394
                                                                   -----------
                                                                     1,854,128
</TABLE> 

                                      35
<PAGE>
 
The Oakmark International Emerging Value Fund
Schedule of Investments--July 31, 1996 (Unaudited) (continued)

<TABLE> 
<CAPTION> 

Shares Held                                 Description          Market Value
- ------------------------------------------------------------------------------
<S>                                  <C>                          <C> 
OIL & NATURAL GAS--1.9%
    30,500   YPF Sociedad Anonima    Oil Exploration, Production    
              (Argentina) (b)         and Marketing               $  640,500

ELECTRIC--1.0%
12,500,000   Cemig (Brazil)          Electric Utility                343,447

BANKS--2.2%
   750,000   Anglo Irish Bank        Irish Bank
              Corporation pic
              (Ireland)                                              752,184

 8,800,000   Banco Nacional          Brazilian Bank                         
              S.A. (Brazil) (c)                                            0
                                                                  ----------
                                                                     752,184

OTHER FINANCIAL--2.0%
    391,844  CE Health International Insurance and Reinsurance
              Holdings Limited        Broker
              (Australia)                                            687,977

BROADCASTING & PUBLISHING--4.0%
     46,700  Moffat Communications   Owner and Operator of
              Limited (Canada)        Television Stations and
                                      Cable Systems                  625,022
      8,045  Woong Jin Publishing    Publisher
              Co., Ltd. (Korea)                                      473,061
     85,900  Zee Telefilms, B Shares Broadcasting and TV
              (India)                                                275,025
                                                                  ----------
                                                                   1,373,108

COMPUTER SYSTEMS--9.8%
 1,382,500   Solution 6 Holdings     Design Computer Systems/
              Limited (Australia)     Consultants                  1,625,338
    55,000   Nice Systems (Israel)   Voice Logging Systems         1,072,500
 2,005,000   Aztech (Singapore)      Design and Produce Multimedia   
                                      Computing Products             638,490
                                                                  ----------
                                                                   3,336,328

MARKETING SERVICES--3.4%
   685,000   Cordiant PLC            Global Advertising Agency
              (Great Britain) (a)                                  1,150,723

CHEMICALS--3.0%
    34,600   EVC International NV    Western European PVC
              (Netherlands)           Manufacturer                 1,007,299
    
COMPONENTS--6.7%
 1,605,000   Barlo Group PLC         Manufacturer of Radiators
              (Ireland)               and Industrial Plastics        934,649
</TABLE> 

                                      36

<PAGE>
 
THE OAKMARK INTERNATIONAL EMERGING VALUE FUND
SCHEDULE OF INVESTMENTS--JULY 31, 1996 (UNAUDITED)(CONTINUED)

<TABLE> 
<CAPTION> 

Shares Held                              Description              Market Value
- --------------------------------------------------------------------------------
<S>          <C>                   <C>                           <C> 
   627,000   Pentex Schweizer      Manufacturer and Marketer
               Circuits Limited     of Printed Circuit Boards    $     834,166
               (Singapore)
    55,900   Tower Semiconductor   Semi Conductors                     517,075
               Limited (Israel)                                  -------------
                                                                     2,285,890

MACHINERY & METAL PROCESSING--3.3%

    150,500  Steel & Tube Holdings  Produces and Distributes Steel
               Ltd. (New Zealand)                                      757,585
      3,125  Groupe Fives-Lille     Builder of Heavy Machinery
               (France)                                                285,735
    576,000  Iochpe-Maxion SA       Agricultural Machinery &
               (Brazil)              Automotive Parts                   66,606
                                                                 -------------
                                                                     1,109,926

FORESTRY PRODUCTS--1.9%

     59,000  Asia Pulp & Paper      Paper & Packaging
               Company Ltd           Products in Asia
               (Indonesia)(a)(b)                                       634,250

MINING AND BUILDING MATERIALS--8.2%

  3,268,622  Parbury Limited        Manufactures Building Products
               (Australia)                                           1,162,940
     22,550  Asia Cement            Large Cement Manufacturer
               Manufacturing Co.                                       846,076
               (Korea) 
     97,100  Grupo Uralita (Spain)  Manufacturers of Building
                                     Products and Chemicals            804,237
                                                                 -------------
                                                                     2,813,253

OTHER INDUSTRIAL GOODS & SERVICES--13.1%

10,090,000   Yip's Hang Cheung      Paint Company
               (Holdings) Limited
               (Hong Kong)                                           1,226,462
   586,400   Sanford Limited        Owns and Manges Fisheries
               (New Zealand)                                           970,460
   212,926   Wattyl (Australia)     Paint Company                      798,740
    25,000   Fukuda Denshi Co.,     Medical Products Manufacturer
               Ltd. (Japan)          and Distributor                   620,580
 3,850,000   TechTronic Industries  Manufactures Electric Hand
               Company Limited       Tools
               (Hong Kong)                                             552,610  
     1,045   SwissLog Holding       Logistics Services
               AG (Switzerland)                                        301,115
                                                                 -------------
                                                                     4,469,967
</TABLE> 

                                      37
<PAGE>
 
THE OAKMARK INTERNATIONAL EMERGING VALUE FUND
SCHEDULE OF INVESTMENTS -- JULY 31, 1996 (UNAUDITED) (CONTINUED)

<TABLE> 
<CAPTION>
Shares Held/Principal Value            Description                Market Value
- ------------------------------------------------------------------------------
<S>                                    <C>                        <C> 
PRODUCTION EQUIPMENT--7.7%                 
                                          
      8,560  The NSC Group                Manufacturer of
              (France)                     Textile Equipment      $  1,127,420
     65,000  BT Industries AB             Fork Lifts & 
                                           Transportation
                                           Equipment                   933,852
    175,300  Danieli & Company            Steel Mini-Mills
              (Italy)                      Equipment                   565,097
                                                                  ------------
                                                                     2,626,369

REAL ESTATE CONSTRUCTION--0.4%
      2,600  Bau Holdings (Austria)       Construction                 151,827

             TOTAL COMMON STOCKS (COST: $33,007,745)                32,887,031

SHORT-TERM INVESTMENTS--4.7%
REPURCHASE AGREEMENTS--4.7%
  1,605,000  State Street Repurchase
             Agreement, 5.55% due 
             8/1/1996                                                1,605,000

Total Investments (Cost $34,612,745)--101.1%                      $ 34,492,031

Foreign currencies (Cost $279,518)--0.8%                          $    281,487

Other liabilities, less other assets--(1.9%) (d)                      (649,110)
                                                                  ------------
     TOTAL NET ASSETS--100%                                       $ 34,124,408
                                                                  ============
</TABLE> 

___________
Notes:

(a)  Non-income producing security.

(b)  Represents an American Depositary Receipt.

(c)  On November 10, 1995, the Comissao de Valores Mobiliarios suspended trading
     in Banco Nacional.  The Central Bank of Brazil is in the process of 
     appraising the assets and liabilities of Banco Nacional to determine the
     value, if any, of its equity.  To date, this matter has not been resolved.
     The shares held by the Fund are valued at zero as determined by the pricing
     committee of the Board of Trustees.

(d)  Includes transaction hedges.

                                      38
<PAGE>
 
                               THE OAKMARK FUNDS'
                              THIRD QUARTER REPORT
                                 JULY 31, 1996

Trustees and Officers
Trustees
Michael J. Friduss     Allan J. Reich
Thomas H. Hayden       Marv Rotter
Christine M. Maki      Burton W. Ruder
Victor A. Morgenstern  Peter S. Voss
          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
Ann W. Regan-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

Investment Adviser
Harris Associates L.P.

Legal Counsel
Bell, Boyd & Lloyd
Chicago, Illinois

Independent Public Accountants
Arthur Andersen LLP
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 HOTLINE
1-800-GROWOAK(1-800-476-9625)
This report, including the unaudited 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.
<PAGE>
 


        [LOGO]

HARRIS ASSOCIATES L.P.
2 North LaSalle Street
  Chicago, IL 60602
    1-800-OAKMARK
<PAGE>
 
                        




                          [LOGO OF THE OAKMARK FUND]





                                     THIRD
                                    QUARTER
                                     REPORT
                                --------------
                                July 31, 1996
                                --------------





                               member of
                               ==================
                                      NO LOAD
                                 100% MUTUAL FUND
                                      COUNCIL
                               ==================

                           No-Load Funds Managed by 
                            HARRIS ASSOCIATES L.P.



<PAGE>
 

                                    [LOGO]
 
                          The Oakmark Family of Funds

                           1996 THIRD QUARTER REPORT
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>

<S>                                      <C>
The Oakmark Fund
   Performance Chart...................   1
   Letter from the Portfolio Manager...   1
   Schedule of Investments.............   5
Trustees and Officers..................   9
Other Important Information............   9
</TABLE>

 FOR MORE INFORMATION:
 Please call 1-800-OAKMARK (1-800-625-6275).

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

   THE VALUE OF A $10,000 INVESTMENT IN THE OAKMARK FUND FROM ITS INCEPTION
               (8/5/91) TO PRESENT (7/31/96) AS COMPARED TO THE
                          STANDARD & POOR'S 500 INDEX

<TABLE> 
<CAPTION> 

<S>       <C>              <C> 
          Oakmark Fund     S&P 500
8/91         10,000        10,000
10/91        12,100        10,201
             13,910        10,719
             14,660        10,946
             15,910        11,279
10/92        17,110        11,216
             19,913        11,857
             20,136        11,957
             22,052        12,276            [GRAPH APPEARS HERE]
10/93        24,504        12,892
             25,648        13,372
             24,855        12,593
             25,321        12,896
10/94        26,653        13,401
             26,480        13,444
             28,869        14,803
             30,883        16,263
10/95        32,397        16,931
             36,091        17,213
             36,823        19,239
7/96         35,559        18,933
</TABLE> 

<TABLE> 
<CAPTION>
 
7/31/96 NAV $30.11
                                                                            AVERAGE ANNUAL TOTAL RETURN*
                                                                                  THROUGH 7/31/96
                                                                       ---------------------------------------
                                       TOTAL RETURN    TOTAL RETURN     FROM          FROM FUND INCEPTION
                                       LAST 3 MOS.     LAST 6 MOS.     7/31/95               8/5/91
                                       ------------    ------------    -------    ----------------------------
<S>                                    <C>             <C>             <C>        <C> 
THE OAKMARK FUND                          -3.4%           -1.5%         15.1%                28.9%          
Standard & Poor's 500 Stock Index*        -1.6%            1.7%         16.5%                13.6%
Dow Jones Industrial Average*             -0.1%            3.6%         20.2%                16.0%
Value Line Composite Index*               -6.6%           -0.7%          2.8%                 6.6%
</TABLE>

*Total return includes change in share prices and in each case includes
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 results.

THE OAKMARK FUND
REPORT FROM ROBERT J. SANBORN, PORTFOLIO MANAGER

 FUND UPDATE

  The past three months were the most volatile in your Fund's history.
Undecided about whether the economy is growing too fast or too slow, investors'
chief obsession at the current time is the release of macroeconomic data. We
largely ignore this data and observe with bemusement as market commentators
greet the latest jobs data (which get revised a month or so later) as if they
and they alone hold the answers to market direction, the upcoming election, and
whether the planet is warming or cooling.

                                       1

<PAGE>
 

  For the first prolonged period in your Fund's existence, however, we are
struggling relative to the Standard & Poor's 500. While our holdings are
generally reporting satisfactory to better-than-expected business results, in
total the market is not rewarding us right now for these results.

  Frank Layden, ex-coach of the NBA's aptly-named Utah Jazz, had a player who
was performing poorly. He asked him, "Son, is it ignorance or apathy?" The
player responded, "Coach, I don't know and I don't care." Similarly, we ask
ourselves if there is anything deficient in either our philosophy or our effort.
The answer is no.

  There are going to be occasions when our holdings will be out of market favor.
They are inevitable, and we will waste no time trying to anticipate market
psychology. Rather, we will continue to spend our time trying to better
understand the businesses of which we are part owners. If the businesses
prosper, so will--sooner or later--their stocks.

  I am writing this letter on your Fund's fifth birthday. What an experience
managing your Fund has been! On behalf of everyone at Harris Associates, I want
to thank all of you for your support.

 HERE COME THE Q!

  The Q ratio is coming, the Q ratio is coming!

  Like most fields, the investment profession endures vigorous yet arcane
debates, and I sometimes share them with you in these letters. Some prominent
market seers are claiming that the stock market is over-valued because of
something called the Q ratio. This number compares the market value of stocks
with the current replacement value of underlying assets. The seers estimate the
Q ratio stands at 1.9, implying that the market is grossly over-valued. In a
perfect world, the ratio would always be 1.0. If a manufacturing plant were the
market's sole asset, and it could be built today for $X, then the value of the
market would also be $X.

  Alas, the world is not perfect and there is a teensy-weensy problem with the Q
ratio: the data have a very tenuous connection with economic reality. Take the
case of one of our ten largest holdings, Anheuser-Busch Companies (BUD). In
round numbers at year-end 1995, BUD had $0.3B in net current assets (cash,
inventories, receivables less payables); $2.3B in investments (largely foreign
brewers); and $6.8B in depreciated plant and equipment. Thus, the replacement
value of BUD is $9.4B. Since the market value of BUD's equity, plus its debt, is
$21.6B, BUD's Q ratio of 2.3 implies that the stock is grossly overvalued.

                                       2


<PAGE>
 

  However, while your cool $9.4B could replicate all of BUD's tangible assets,
it could not replicate the distribution system, trademarks, and goodwill that
BUD possesses. Most companies, especially many of your Fund's largest holdings,
are worth far more as going concerns than as liquidations. What is relevant is
not the replacement value of a company's assets, but the earnings a set of
assets can generate.

  And, what is foolhardy is basing investment decisions on fallacious
philosophies and faulty data.

 GOOD NEWS REDUX

  It turns out you can have it both ways-or at least the US can.

  For years, politicians have lamented the US's low rate of capital investment
compared to Germany and Japan. If we would only invest more, goes the dirge,
we'd produce more and workers would earn more.

  It turns out that-I am shocked, shocked!-they missed a crucial point. The
McKinsey Global Institute has concluded that the US generates 50 percent more
output per unit of capital input than either Germany or Japan. This is very
important-Germany spends 40 percent more on capital investment per worker, yet
its workers are still less productive than Americans. McKinsey estimates that
the return on capital in the US averaged 9 percent between 1974 and 1993,
compared to 7 percent in Germany and Japan.

  While the causes for this gap are complex, McKinsey argues that efficient
American capital markets compel managements to invest in the highest-return
projects. Also, the intensity of competition and low entrepreneurial barriers in
the US compare favorably to the regulations in Germany and Japan that coddle
existing firms at the expense of new firms.

  Yet another example of the invisible hand of the market producing the best
outcome!

 THE OAKMARK BOOK CLUB

  Some of you have suggested that I revive The Oakmark Book Club, a list of the
investment/financial/business books that I have read, and which might be of
interest to you. Here goes:

Warren Buffett: The Making of an American Capitalist, by Roger Lowenstein
 (Random House, 1995). My number one recommendation, this is a great biography
 of the best investor of the century, and a man who has led a nonpareil and
 fascinating business career;

                                       3





<PAGE>
 


Built to Last: Successful Habits of Visionary Companies, by James Collins and
 Jerry Porras (Harper Collins, 1994). The authors compare eighteen companies
 with their rivals, and attempt to analyze why one company prevailed over the
 other;

Ashes to Ashes: America's Hundred-Year Cigarette War, the Public Health, and the
 Unabashed Triumph of Philip Morris, by Richard Kluger (Knopf, 1996). An
 exhaustive and balanced history of the cigarette industry and Philip Morris;

Inside Fidelity, by Diana B. Henriquez (Scribner, 1995). This is a history of
 the US mutual fund industry and its (by far) largest player. I especially
 enjoyed the scene in which Fidelity's CEO (whose multi-billionaire family
 controls the company) bumps into five of his fund managers in a Hong Kong hotel
 in 1995. Alas, he fails to recognize any of them, who at that time collectively
 managed over $50 billion;

The Late Shift: Letterman, Leno, & the Network Battle for the Night, by Bill
 Carter (Hyperion, 1994). A very readable account of Johnny Carson's retirement
 and managing the fragile egos of those who put us to bed every night;

Aging and Old Age, by Richard Posner (The University of Chicago Press, 1995).
 Judge Posner, a pioneer in integrating free-market economics and the law,
 paints a thorough portrait of the largest-growing segment of our society. With
 entitlement reform inevitable, this should be required reading for every US
 Congressman;

Hit and Run: How Peter Guber and Jon Peters Took Sony for a Ride in Hollywood,
 by Nancy Griffin and Kim Masters (Simon and Schuster, 1996). The moral of this
 hilarious book is: don't ever, ever invest in a movie studio.

 Enjoy!

                                                               ROBERT J. SANBORN
                                                               Portfolio Manager
                                                                   [email protected]
                                                                  August 5, 1996

                                       4







<PAGE>
 
THE OAKMARK FUND
SCHEDULE OF INVESTMENTS-JULY 31, 1996 (UNAUDITED)
<TABLE>
<CAPTION>
 
 Shares Held                                                      Market Value
- ------------------------------------------------------------------------------
<C>          <S>                                                  <C>
COMMON STOCKS-92.6%
FOOD & BEVERAGE-19.5%
  2,670,400  Philip Morris Companies Inc.                         $279,390,600
  1,769,100  Anheuser-Busch Companies Inc.                         132,240,225
  3,497,250  H.J. Heinz Company                                    115,846,406
  2,422,100  Nabisco Holdings Corp.                                 81,745,875
    685,000  CPC International                                      45,809,375
  1,571,900  Interstate Bakeries                                    41,655,350
    274,600  Ralston Purina Group                                   17,231,150
    200,000  International Dairy Queen, Inc., Class A (a)            4,000,000
                                                                  ------------
                                                                   717,918,981
APPAREL-0.1%
    388,500  K-Swiss Inc., Class A                                   3,836,438
RETAIL-4.0%
  2,102,000  Federated Department Stores, Inc. (a)                  63,585,500
    954,600  The Kroger Company                                     36,036,150
  1,000,000  Carson Pirie Scott & Co. (a)                           22,250,000
    780,300  Zale Corporation (a)                                   13,557,712
    560,000  Cole National Corporation (a)                           9,380,000
     53,800  Rex Stores Corporation (a)                                692,675
                                                                  ------------ 
                                                                   145,502,037
OTHER CONSUMER GOODS & SERVICES-10.6%
  3,810,400  The Black & Decker Corporation                        140,032,200
  2,032,800  American Brands, Inc.                                  92,492,400
  1,000,000  Polaroid Corporation                                   42,250,000
    940,400  First Brands Corporation                               22,452,050
    583,800  GC Companies, Inc. (a)                                 21,527,625
    957,500  Whitman Corporation                                    21,424,062
    885,000  JUNO Lighting Inc.                                     13,275,000
    957,500  Arctco, Inc.                                           10,173,437
    601,500  Justin Industries, Inc.                                 6,691,688
    281,500  Rollins, Inc.                                           5,911,500
    257,600  Paragon Trade Brands, Inc. (a)                          5,538,400
    395,000  Mikasa, Inc. (a)                                        3,653,750
    207,000  Armor All Products Corporation                          3,247,313
                                                                  ------------
                                                                   388,669,425
BANKS-5.3%
  3,606,550  Mellon Bank Corporation                               190,245,512
    340,000  River Bank America (a)                                  2,890,000
                                                                  ------------
                                                                   193,135,512
INSURANCE-6.0%
  3,296,200  Torchmark Corporation                                 140,500,525
  2,108,620  Old Republic International                             44,281,020
    684,700  American Financial Group, Inc.                         20,198,650
    501,300  Acordia, Inc.                                          15,414,975
                                                                  ------------
                                                                   220,395,170
</TABLE>

                                       5



<PAGE>
 
THE OAKMARK FUND
SCHEDULE OF INVESTMENTS--JULY 31, 1996 (UNAUDITED) (CONTINUED)
Shares Held                                                       Market Value
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<C>              <S>                                            <C>
OTHER FINANCIAL--8.4%
  3,548,000  First USA, Inc.                                      $173,408,500
  2,194,900  AMBAC Inc.                                            104,806,475
    204,400  Fund American Enterprises Holdings, Inc.               16,939,650
    474,500  Federal National Mortgage Association                  15,065,375
                                                                  ------------
                                                                   310,220,000
BROADCASTING & PUBLISHING--16.8%
  2,927,800  Dun + Bradstreet Corporation                          168,348,500
  9,687,300  U.S. West Media Group                                 167,105,925
  2,174,400  Knight-Ridder, Inc.                                   142,423,200
  6,829,179  Tele-Communications, Inc., Class A (a)                 97,315,801
  1,928,494  TCI Communications, Inc. (a)                           42,426,868
                                                                  ------------
                                                                   617,620,294
PHARMACEUTICAL--3.0%
  1,950,000  American Home Products Corporation                    110,662,500
 
MANAGED CARE SERVICES-1.7%
  2,000,000  Foundation Health Corporation (a)                      49,000,000
    420,000  Physicians Health Services, Inc. (a)                    7,350,000
    500,000  Laboratory Corporation of America Holdings              3,437,500
    270,000  Right CHOICE Managed Care, Inc. (a)                     3,105,000
                                                                  ------------
                                                                    62,892,500
MEDICAL PRODUCTS--0.9%
  1,297,800  Sybron Corporation (a)                                 32,445,000
     70,900  Spacelabs Medical, Inc. (a)                             1,444,588
                                                                  ------------
                                                                    33,889,588
AEROSPACE & DEFENSE--5.2%
  1,371,110  Lockheed Martin Corporation                           113,630,741
  1,220,000  McDonnell Douglas Corporation                          54,595,000
    779,600  Logicon, Inc.                                          21,731,350
                                                                  ------------
                                                                   189,957,091
BUILDING MATERIALS & CONSTRUCTION--0.4%
    590,000  USG Corporation (a)                                    15,782,500
 
OTHER INDUSTRIAL GOODS & SERVICES--4.8%
  2,839,100  James River Corporation                                71,687,275
  1,014,300  Bandag Incorporated, Class A                           45,897,075
    880,400  SPX Corporation                                        21,899,950
    872,000  The Geon Company                                       21,037,000
    170,000  UCAR International Inc. (a)                             5,928,750
    182,600  Amtrol, Inc.                                            4,428,050
    186,200  Premark International, Inc.                             3,351,600
     26,300  Bandag Incorporated                                     1,209,800
                                                                  ------------
                                                                   175,439,500
</TABLE>

                                       6




<PAGE>
 
THE OAKMARK FUND
SCHEDULE OF INVESTMENTS--JULY 31, 1996 (UNAUDITED) (CONTINUED)

<TABLE>
<CAPTION>

Shares Held                                                      Market Value
- ------------------------------------------------------------------------------
<S>          <C>                                                <C>
COMMERCIAL REAL ESTATE--1.0%
  2,291,700  Host Marriott Corporation (a)                          30,078,563
    585,700  Catellus Development Corporation (a)                    5,124,875
                                                                --------------
                                                                    35,203,438
RECREATION & ENTERTAINMENT--0.0%
     70,000  Brunswick Corporation                                   1,330,000

FOREIGN SECURITIES--4.9%
  3,135,000  DeBeers Consolidated Mines Limited ADR (b)             95,225,625
  3,276,500  YPF Sociedad Anonima (b)                               68,806,500
    547,700  EVC International NV                                   15,945,025
                                                                --------------
                                                                   179,977,150

          TOTAL COMMON STOCKS (COST: $2,809,897,840)             3,402,432,124

SHORT-TERM INVESTMENTS--7.4%
COMMERCIAL PAPER--4.8%
 25,000,000  American Express Credit Corporation, 
             5.27% due 8/5/1996                                     25,000,000
 50,000,000  Ford Motor Credit Corp., 5.35% due 8/1/1996            50,000,000
 50,000,000  Ford Motor Credit Corp., 5.60% due 8/1/1996            50,000,000
 50,000,000  Ford Motor Credit Corp., 5.38% due 8/9/1996            50,000,000
                                                                --------------
          TOTAL COMMERCIAL PAPER (Cost: $175,000,000)              175,000,000

REPURCHASE AGREEMENTS--2.6%
 96,424,000  State Street Repurchase Agreement
             5.55% due 8/1/1996                                     96,424,000

          TOTAL SHORT-TERM INVESTMENTS (COST: $271,424,000)        274,000,000

Total investments (Cost $3,081,321,840)--100%                    3,673,856,124
Other assets, less other liabilities--0%                                 3,653
                                                                --------------
         TOTAL NET ASSETS--100%                                 $3,673,859,777
                                                                ==============
</TABLE>
- -----------
Notes:

(a)  Non-income producing security.

(b)  Represents an American Depository Receipt. For the Fund's fiscal year ended
     October 31, 1995, the portfolio turnover was 18% and the Fund's expense
     ratio was 1.17%.

                                       7

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                                       8






<PAGE>
 
 
                               THE OAKMARK FUNDS'
                              THIRD QUARTER REPORT
                                 JULY 31, 1996

Trustees and Officers
Trustees
Michael J. Friduss     Allan J. Reich
Thomas H. Hayden       Marv Rotter
Christine M. Maki      Burton W. Ruder
Victor A. Morgenstern  Peter S. Voss
          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
Ann W. Regan-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

Investment Adviser
Harris Associates L.P.

Legal Counsel
Bell, Boyd & Lloyd
Chicago, Illinois

Independent Public Accountants
Arthur Andersen LLP
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 HOTLINE
1-800-GROWOAK(1-800-476-9625)
This report, including the unaudited 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.

<PAGE>
 
                            [LOGO THE OAKMARK FUND]

                            HARRIS ASSOCIATES L.P.
                            2 North LaSalle Street
                               Chicago, IL 60602
                                 1-800-OAKMARK



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