UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number			811-06279
Harris Associates Investment Trust
(Exact name of registrant as specified in charter)
Two North La Salle Street, Suite 500 Chicago, Illinois						60602-3790
(Address of principal executive offices)						(Zip code)
Kristi L. Rowsell Harris Associates L.P. Two North La Salle Street, #500 Chicago, Illinois 60602					Paulita A. Pike K&L Gates LLP Three First National Plaza, #3100 Chicago, Illinois 60602
(Name and address of agent for service)
Registrant’s telephone number, including area code:				(312) 621-0600
Date of fiscal year end:	09/30/13
Date of reporting period:		09/30/13

Item 1. Reports to Shareholders.

THE OAKMARK FUNDS

ANNUAL REPORT | SEPTEMBER 30, 2013

OAKMARK FUND

OAKMARK SELECT FUND

OAKMARK EQUITY AND INCOME FUND

OAKMARK GLOBAL FUND

OAKMARK GLOBAL SELECT FUND

OAKMARK INTERNATIONAL FUND

OAKMARK INTERNATIONAL SMALL CAP FUND

The Oakmark Funds

2013 Annual Report

TABLE OF CONTENTS

President's Letter	1
Fund Expenses	2
Oakmark Fund
Summary Information	4
Portfolio Manager Commentary	5
Schedule of Investments	6
Oakmark Select Fund
Summary Information	8
Portfolio Manager Commentary	9
Schedule of Investments	10
Oakmark Equity and Income Fund
Summary Information	12
Portfolio Manager Commentary	13
Schedule of Investments	15
Oakmark Global Fund
Summary Information	20
Portfolio Manager Commentary	21
Schedule of Investments	23
Oakmark Global Select Fund
Summary Information	26
Portfolio Manager Commentary	27
Schedule of Investments	28

Oakmark International Fund
Summary Information	30
Portfolio Manager Commentary	31
Schedule of Investments	32
Oakmark International Small Cap Fund
Summary Information	36
Portfolio Manager Commentary	37
Schedule of Investments	38
Financial Statements
Statements of Assets and Liabilities	40
Statements of Operations	42
Statements of Changes in Net Assets	44
Notes to Financial Statements	51
Financial Highlights	62
Report of Independent Registered Public Accounting Firm	69
Federal Tax Information	70
Disclosures and Endnotes	70
Trustees and Officers	72

FORWARD-LOOKING STATEMENT DISCLOSURE

One of our most important responsibilities as mutual fund managers is to communicate with shareholders in an open and direct manner. Some of our comments in our letters to shareholders are based on current management expectations and are considered "forward-looking statements". Actual future results, however, may prove to be different from our expectations. You can identify forward-looking statements by words such as "estimate", "may", "will", "expect", "believe",

"plan" and other similar terms. We cannot promise future returns. Our opinions are a reflection of our best judgment at the time this report is compiled, and we disclaim any obligation to update or alter forward-looking statements as a result of new information, future events, or otherwise.

THE OAKMARK FUNDS

The Oakmark FundsSeptember 30, 2013

President's Letter

Dear Fellow Shareholders,

The Oakmark Funds posted strong absolute and relative returns during the fiscal year that ended September 30, 2013, with each Fund significantly outperforming its benchmark for the period. While we are gratified by such rewarding results, we always look to our long-term performance to determine whether we are meeting our shareholders' expectations. This quarter, our portfolio managers' letters reflect upon the fiscal year and explain why we still find equity valuations attractive, even after the recent market gains.

Slowing Cash Inflows

Cash flows into the Oakmark International Fund were substantial in 2013. We have chosen to slow inflows beginning in October by closing the Fund to most new investors. Existing shareholders, including retirement plans and advisory platforms, can continue to add to their accounts or platforms. Our prospectus supplement at www.oakmark.com provides more specific details. An essential part of acting as good stewards of shareholder assets is monitoring the size of a fund versus our capacity to invest. Our experience with partial closes is that fund flows tend to level, rather than turn into net redemptions, as often occurs with full closes. This matches our desire for continued orderly investment into new, undervalued companies, while retiring those that have appreciated closer to our estimate of full business value.

Capacity determinations reflect several of our core tenets. We construct our portfolios so that successful ideas can meaningfully contribute to portfolio returns. We do this by limiting the number of stocks we own in a portfolio and by assigning the largest weights to companies that we believe trade at the greatest discount to business value. We determine holding limits for the level of outstanding shares of a company we are willing to own. These holding limits consider factors such as the average daily trading volume of the security, and they reflect our conviction in the company's business model, management team, and level of potential upside relative to business value. To test capacity, we

determine the desired position size in the Fund, and evaluate how the consequent dollar amount fits these criteria and the universe of opportunities reflected on our approved lists. We are committed to closing a fund ahead of any indications of strain, especially while there is plenty of capacity ahead for existing shareholders.

Outlook for Year-End Distributions

Mutual funds are required to distribute their income and realized capital gains annually. Throughout the year Oakmark managers strive to be tax efficient, paying close attention to maximizing after-tax returns without reducing pre-tax returns. Securities are typically held for several years, thus our distributions tend to be long-term and subject to a more favorable tax rate. That said, the Funds have experienced large absolute returns over the past year, and several positions were sold as they approached full valuation. The time period to accrue capital gains for distribution stays open through October, and income distributions continue to accrue through December 31. However, many shareholders appreciate when we share our outlook. At this time, each of the Oakmark Funds expects to pay a distribution, ranging from nominal amounts to a few dollars per share. In all cases they are expected to represent low- or mid-single-digit percentages of the respective Fund's net asset value—which we believe are very reasonable levels given performance over the year. We will release more definitive estimates on our website in mid-November, once the applicable recording periods have closed.

Thank you for your continued investment and confidence in The Oakmark Funds. We welcome your comments and suggestions. You may reach us via email at ContactOakmark@oakmark.com.

Kristi L. Rowsell
President of The Oakmark Funds
President of Harris Associates L.P.

oakmark.com 1

Fund Expenses (Unaudited)

A shareholder of each Fund incurs ongoing costs, including investment advisory fees, transfer agent fees and other fund expenses. The examples below are intended to help shareholders understand the ongoing costs (in dollars) of investing in each Fund and to compare these costs with the ongoing costs of investing in other funds.

The following table provides information about actual account values and actual fund expenses as well as hypothetical account values and hypothetical fund expenses for shares of each Fund.

ACTUAL EXPENSES

The following table shows the expenses a shareholder would have paid on a $1,000 investment in each Fund from April 1, 2013 to September 30, 2013, as well as how much a $1,000 investment would be worth at the close of the period, assuming actual fund returns and expenses. A shareholder can estimate expenses incurred for the period by dividing the account value at September 30, 2013, by $1,000 and multiplying the result by the number in the Actual Expenses Paid During Period column shown below.

Shares of Oakmark International Small Cap Fund, held for 90 days or less, may be charged a 2% redemption fee upon redemption. Please consult the Funds' prospectus at oakmark.com for more information.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The following table provides information about hypothetical account values and hypothetical expenses for shares of each Fund based on actual expense ratios and an assumed rate of return of 5% per year before expenses, which are not the Funds' actual returns. The hypothetical account values and expenses may not be used to estimate the actual ending account balances or actual expenses shareholders paid for the period. Shareholders may use this information to compare the ongoing costs of investing in a Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the Hypothetical Expenses Paid During Period column of the table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. If transaction costs were included, the total costs would have been higher.

			ACTUAL				HYPOTHETICAL (5% annual return before expenses)
	Beginning Account Value (4/1/13)		Ending Account Value (9/30/13)		Expenses Paid During Period*		Ending Account Value (9/30/13)		Expenses Paid During Period*		Annualized Expense Ratio
Oakmark Fund
Class I	$	1,000.00	$	1,123.20	$	5.00	$	1,020.36	$	4.76		0.94	%
Class II	$	1,000.00	$	1,121.40	$	6.75	$	1,018.70	$	6.43		1.27	%
Oakmark Select Fund
Class I	$	1,000.00	$	1,133.30	$	5.40	$	1,020.00	$	5.11		1.01	%
Class II	$	1,000.00	$	1,131.60	$	7.21	$	1,018.30	$	6.83		1.35	%
Oakmark Equity and Income Fund
Class I	$	1,000.00	$	1,092.50	$	3.99	$	1,021.26	$	3.85		0.76	%
Class II	$	1,000.00	$	1,090.70	$	5.77	$	1,019.55	$	5.57		1.10	%
Oakmark Global Fund
Class I	$	1,000.00	$	1,166.50	$	6.03	$	1,019.50	$	5.62		1.11	%
Class II	$	1,000.00	$	1,164.80	$	7.87	$	1,017.80	$	7.33		1.45	%
Oakmark Global Select Fund
Class I	$	1,000.00	$	1,154.30	$	6.16	$	1,019.35	$	5.77		1.14	%
Oakmark International Fund
Class I	$	1,000.00	$	1,174.10	$	5.34	$	1,020.16	$	4.96		0.98	%
Class II	$	1,000.00	$	1,171.90	$	7.46	$	1,018.20	$	6.93		1.37	%
Oakmark International Small Cap Fund
Class I	$	1,000.00	$	1,168.20	$	7.28	$	1,018.35	$	6.78		1.34	%
Class II	$	1,000.00	$	1,165.60	$	9.07	$	1,016.70	$	8.44		1.67	%

*  Expenses for each share class is equal to the annualized expense ratio, multiplied by the average account value over the period, multiplied by the number of days in the most recent half-year divided by 365 (to reflect one-half year period)

2 THE OAKMARK FUNDS

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oakmark.com 3

Oakmark Fund  September 30, 2013

Summary Information

VALUE OF A $10,000 INVESTMENT

Since Inception - 08/05/91 (Unaudited)

PERFORMANCE

				Average Annual Total Returns (as of 09/30/13)2
(Unaudited)	Total Return Last 3 Months			1-year			3-year			5-year			10-year			Since Inception (08/05/91)
Oakmark Fund (Class I)		6.60	%		26.75	%		17.98	%		13.66	%		8.79	%		12.96	%
S&P 500 Index		5.25	%		19.34	%		16.27	%		10.02	%		7.57	%		9.09	%
Dow Jones Industrial Average3		2.12	%		15.59	%		14.94	%		9.93	%		7.74	%		10.17	%
Lipper Large Cap Value Funds Index4		4.99	%		23.25	%		14.97	%		8.95	%		7.20	%		8.62	%

The graph and table above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

Past Performance is no guarantee of future results. Performance data quoted represents past performance. Current performance may be lower or higher than the performance data quoted. The investment return and principal value vary so that an investor's shares when redeemed may be worth more or less than the original cost. To obtain the most recent month-end performance, please visit oakmark.com.

TOP TEN EQUITY HOLDINGS5	% of Net Assets
Bank of America Corp.		3.0
Capital One Financial Corp.		2.5
American International Group, Inc.		2.5
UnitedHealth Group, Inc.		2.4
TE Connectivity, Ltd.		2.3
FedEx Corp.		2.3
Franklin Resources, Inc.		2.3
Oracle Corp.		2.2
Medtronic, Inc.		2.2
Illinois Tool Works, Inc.		2.2
FUND STATISTICS
Ticker	OAKMX
Inception	08/05/91
Number of Equity Holdings	53
Net Assets	$10.5 billion
Benchmark	S&P 500 Index
Weighted Average Market Cap	$84.2 billion
Median Market Cap	$40.2 billion
Portfolio Turnover (for the 12-months ended 09/30/13)	19%
Expense Ratio - Class I (as of 09/30/12)	1.03%
Expense Ratio - Class I (as of 09/30/13)	0.95%

SECTOR ALLOCATION	% of Net Assets
Financials		24.6
Information Technology		19.2
Consumer Discretionary		16.5
Energy		10.2
Industrials		10.1
Health Care		9.8
Consumer Staples		3.5
Short-Term Investments and Other		6.1

4 THE OAKMARK FUNDS

Oakmark Fund  September 30, 2013

Portfolio Manager Commentary

William C. Nygren, CFA

Portfolio Manager

oakmx@oakmark.com

Kevin Grant, CFA

Portfolio Manager

oakmx@oakmark.com

The Oakmark Fund increased 7% during the past quarter, which brings the gain to 27% for the fiscal year ended September 30. The S&P 500¹ gained 5% in the quarter and gained 19% for the fiscal year. While we are thrilled with these strong results, we remind shareholders that our style doesn't typically lead to such dramatic outperformance in periods of broad market gains.

Looking back at the fiscal year, we outperformed a very strong 19% return for the S&P 500 with leading performance from the financials and information technology sectors. We still find these two sectors to be attractively valued, and they currently represent a combined 47% of our portfolio. For the fiscal year, 26 of the Oakmark Fund's holdings gained over 30%, and only Apple declined by more than 20%. Despite Apple's poor full fiscal year performance, it was one of the Fund's top two performers for the third quarter, gaining 21%. After a period of skepticism surrounding the company's ability to create compelling new products, Apple is once again experiencing strong demand for its recently introduced iPhones. We remain pleased that the company is allocating more of their $145B cash balance to share repurchases and dividends. Throughout the market, even as equity valuations have increased, we are still finding attractive opportunities in businesses with strong balance sheets, high free cash flow, and a management committed to return a substantial portion of excess capital to shareholders through dividends and share repurchases.

During the quarter, we eliminated positions in Boeing and Northrop Grumman as both approached our sell targets. We started new positions in Nestle and Qualcomm, which are described briefly below:

Nestle S.A. (NSRGY-$70)

Nestle is a global leader in packaged foods with $100 billion of revenue and operations in over 70 countries. The company has more than 25 brands with sales over $1 billion, with leading market share in most of their product categories. With broad exposure to high-growth emerging markets, Nestle has enjoyed strong and consistent revenue growth. Like many of our holdings, Nestle generates more cash than they need to run the business, so the company has used a significant portion of its excess cash to repurchase shares and pay dividends. Over the past four years, Nestle has reduced their share count by over 10%. We think this is a high quality, stable business that deserves to sell at a premium, so we initiated a position when Nestle was priced at a discount to other global consumer products companies due to concerns about Europe.

Qualcomm Inc. (QCOM-$67)

Qualcomm is the global leader in wireless technology licensing and mobile device chipsets. Qualcomm has dominant market share in both businesses, and it uses the strong recurring cash flow from its licensing business to reinvest in its chipset business. The company owns intellectual property that defines many of

the standards used for 3G and 4G wireless communication, which allows it to collect royalties from handset providers that license these ubiquitous standards. Qualcomm's licensing business accounts for only a third of the company's revenue, and it is often underappreciated. However, its licensing business has unusually high profitability and represents close to two-thirds of Qualcomm's profits. The majority of the world's mobile handset users are still using older 2G technology, which is not a focus area for Qualcomm, so when these customers upgrade to 3G and 4G, Qualcomm should be well positioned to enjoy robust incremental revenue. The company is also the leading provider of chipsets, which function as the brains for wireless devices. Qualcomm's industry-leading product breadth and peer-leading R&D investment should drive the company's chipset growth. We expect Qualcomm to earn over $4.50 per share in a couple of years, and after adjusting for $20/share of cash, this high-quality business is priced at a forward P/E⁶ of just 11x.

oakmark.com 5

Oakmark Fund  September 30, 2013

Schedule of Investments (in thousands)

	Shares		Value
COMMON STOCKS - 93.9%
FINANCIALS - 24.6%
DIVERSIFIED FINANCIALS - 15.0%
Bank of America Corp. Other Diversified Financial Services		22,950	$	316,710
Capital One Financial Corp. Consumer Finance		3,753		257,967
Franklin Resources, Inc. Asset Management & Custody Banks		4,740		239,607
JPMorgan Chase & Co. Other Diversified Financial Services		4,495		232,347
The Goldman Sachs Group, Inc. Investment Banking & Brokerage		1,213		191,909
State Street Corp. Asset Management & Custody Banks		2,800		184,100
Bank of New York Mellon Corp. Asset Management & Custody Banks		5,260		158,788
				1,581,428
INSURANCE - 7.7%
American International Group, Inc. Multi-line Insurance		5,295		257,496
Aflac, Inc. Life & Health Insurance		3,210		198,988
Principal Financial Group, Inc. Life & Health Insurance		4,500		192,690
Aon PLC (b) Insurance Brokers		2,100		156,324
				805,498
BANKS - 1.9%
Wells Fargo & Co. Diversified Banks		4,820		199,162
				2,586,088
INFORMATION TECHNOLOGY - 19.2%
SOFTWARE & SERVICES - 8.6%
Oracle Corp. Systems Software		7,080		234,844
MasterCard, Inc., Class A Data Processing & Outsourced Services		313		210,580
Microsoft Corp. Systems Software		5,920		197,195
Google, Inc., Class A (a) Internet Software & Services		179		156,788
Automatic Data Processing, Inc. Data Processing & Outsourced Services		1,430		103,503
				902,910

	Shares		Value
TECHNOLOGY HARDWARE & EQUIPMENT - 5.4%
TE Connectivity, Ltd. (b) Electronic Manufacturing Services		4,686	$	242,623
Apple, Inc. Computer Hardware		381		181,642
QUALCOMM, Inc. Communications Equipment		2,100		141,456
				565,721
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT - 5.2%
Texas Instruments, Inc. Semiconductors		5,465		220,076
Intel Corp. Semiconductors		8,800		201,696
Applied Materials, Inc. Semiconductor Equipment		7,160		125,586
				547,358
				2,015,989
CONSUMER DISCRETIONARY - 16.5%
MEDIA - 5.6%
DIRECTV (a) Cable & Satellite		3,639		217,440
Omnicom Group, Inc. Advertising		3,171		201,184
Comcast Corp., Class A Cable & Satellite		3,940		170,878
				589,502
AUTOMOBILES & COMPONENTS - 4.7%
Delphi Automotive PLC (b) Auto Parts & Equipment		3,984		232,745
General Motors Co. (a) Automobile Manufacturers		5,300		190,641
Harley-Davidson, Inc. Motorcycle Manufacturers		1,102		70,793
				494,179
RETAILING - 4.3%
Liberty Interactive Corp., Class A (a) Catalog Retail		8,370		196,436
The Home Depot, Inc. Home Improvement Retail		1,957		148,401
Kohl's Corp. Department Stores		2,042		105,668
				450,505
CONSUMER SERVICES - 1.9%
McDonald's Corp. Restaurants		2,059		198,096
				1,732,282

See accompanying Notes to Financial Statements.

6 THE OAKMARK FUNDS

Oakmark Fund  September 30, 2013

Schedule of Investments (in thousands) (continued)

	Shares		Value
COMMON STOCKS - 93.9% (continued)
ENERGY - 10.2%
Apache Corp. Oil & Gas Exploration & Production		2,600	$	221,364
Halliburton Co. Oil & Gas Equipment & Services		3,950		190,192
Devon Energy Corp. Oil & Gas Exploration & Production		3,202		184,948
Exxon Mobil Corp. Integrated Oil & Gas		2,117		182,147
National Oilwell Varco, Inc. Oil & Gas Equipment & Services		2,300		179,653
Cenovus Energy, Inc. (b) Integrated Oil & Gas		3,930		117,310
				1,075,614
INDUSTRIALS - 10.1%
CAPITAL GOODS - 7.8%
Illinois Tool Works, Inc. Industrial Machinery		3,060		233,386
Parker Hannifin Corp. Industrial Machinery		1,875		203,850
3M Co. Industrial Conglomerates		1,643		196,191
Cummins, Inc. Construction & Farm Machinery & Heavy Trucks		1,380		183,360
				816,787
TRANSPORTATION - 2.3%
FedEx Corp. Air Freight & Logistics		2,100		239,631
				1,056,418
HEALTH CARE - 9.8%
HEALTH CARE EQUIPMENT & SERVICES - 7.1%
UnitedHealth Group, Inc. Managed Health Care		3,460		247,771
Medtronic, Inc. Health Care Equipment		4,385		233,501
Covidien PLC (b) Health Care Equipment		2,708		165,025
Baxter International, Inc. Health Care Equipment		1,523		100,046
				746,343
PHARMACEUTICALS, BIOTECHNOLOGY & LIFE SCIENCES - 2.7%
Forest Laboratories, Inc. (a) Pharmaceuticals		4,950		211,811
Merck & Co., Inc. Pharmaceuticals		1,587		75,535
				287,346
				1,033,689

	Shares		Value
CONSUMER STAPLES - 3.5%
FOOD, BEVERAGE & TOBACCO - 2.6%
Unilever PLC (c) Packaged Foods & Meats		3,983	$	153,664
Nestle SA (c) Packaged Foods & Meats		1,700		118,320
				271,984
FOOD & STAPLES RETAILING - 0.9%
Wal-Mart Stores, Inc. Hypermarkets & Super Centers		1,265		93,560
				365,544
TOTAL COMMON STOCKS - 93.9% (COST $6,645,820)				9,865,624
	Par Value		Value
SHORT TERM INVESTMENT - 6.1%
REPURCHASE AGREEMENT - 6.1%
Fixed Income Clearing Corp. Repurchase Agreement, 0.00% dated 09/30/13 due 10/01/13, repurchase price $641,852, collateralized by a Federal Home Loan Bank Bond, 1.750%, due 06/10/20, value plus accrued interest of $22,200, by Federal Home Loan Mortgage Corp. Bonds, 1.600% - 1.650%, due 11/15/19 - 01/09/20, aggregate value plus accrued interest of $632,492 (Cost: $641,852)		641,852		641,852
TOTAL SHORT TERM INVESTMENTS - 6.1% (COST $641,852)				641,852
TOTAL INVESTMENTS - 100.0% (COST $7,287,672)				10,507,476
Liabilities In Excess of Other Assets - 0.0% (d)				(4,651	)
TOTAL NET ASSETS - 100.0%			$	10,502,825

(a)  Non-income producing security

(b)  Foreign domiciled corporation

(c)  Sponsored American Depositary Receipt

(d)  Amount rounds to less than 0.1%.

See accompanying Notes to Financial Statements.

oakmark.com 7

Oakmark Select Fund  September 30, 2013

Summary Information

VALUE OF A $10,000 INVESTMENT

Since Inception - 11/01/96 (Unaudited)

PERFORMANCE

				Average Annual Total Returns (as of 09/30/13)2
(Unaudited)	Total Return Last 3 Months			1-year			3-year			5-year			10-year			Since Inception (11/01/96)
Oakmark Select Fund (Class I)		6.46	%		28.40	%		17.59	%		15.87	%		7.65	%		13.01	%
S&P 500 Index		5.25	%		19.34	%		16.27	%		10.02	%		7.57	%		7.23	%
Lipper Multi-Cap Value Funds Index7		5.84	%		25.58	%		15.22	%		9.50	%		7.16	%		7.25	%

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

Past performance is no guarantee of future results. Performance data quoted represents past performance. Current performance may be lower or higher than the performance data quoted. The investment return and principal value vary so that an investor's shares when redeemed may be worth more or less than the original cost. To obtain the most recent month-end performance data, visit oakmark.com.

TOP TEN EQUITY HOLDINGS5	% of Net Assets
TRW Automotive Holdings Corp.		8.1
TE Connectivity, Ltd.		6.8
Capital One Financial Corp.		6.0
Bank of America Corp.		6.0
American International Group, Inc.		5.7
Medtronic, Inc.		5.5
MasterCard, Inc., Class A		5.4
JPMorgan Chase & Co.		5.0
DIRECTV		4.8
Liberty Interactive Corp., Class A		4.6
FUND STATISTICS
Ticker	OAKLX
Inception	11/01/96
Number of Equity Holdings	20
Net Assets	$4.0 billion
Benchmark	S&P 500 Index
Weighted Average Market Cap	$59.1 billion
Median Market Cap	$38.2 billion
Portfolio Turnover (for the 12-months ended 09/30/13)	24%
Expense Ratio - Class I (as of 09/30/12)	1.05%
Expense Ratio - Class I (as of 09/30/13)	1.01%

SECTOR ALLOCATION	% of Net Assets
Information Technology		24.3
Financials		22.6
Consumer Discretionary		21.0
Health Care		10.1
Industrials		7.5
Energy		6.0
Utilities		3.7
Short-Term Investments and Other		4.8

8 THE OAKMARK FUNDS

Oakmark Select Fund  September 30, 2013

Portfolio Manager Commentary

William C. Nygren, CFA

Portfolio Manager

oaklx@oakmark.com

Anthony P. Coniaris, CFA

Portfolio Manager

oaklx@oakmark.com

Win Murray

Portfolio Manager

oaklx@oakmark.com

For the quarter, the Oakmark Select Fund gained 6%, compared to 5% for the S&P 500¹. This brings the Fund's fiscal year (September 30) return to a strong absolute and relative return of 28%, compared to 19% for the S&P 500. As we've stated in the past, our investors should not expect this magnitude of absolute and relative performance every quarter or year, but we hope you enjoy them, as we do as fellow investors in the Fund.

These strong fiscal-year results were primarily due to stock selection and our relatively large weighting in more economically sensitive sectors such as consumer discretionary and financials. Our five largest contributors were TRW Automotive Holdings (up 63%), TE Connectivity (56%), Bank of America (57%), AIG (49%) and MasterCard (50%). You may have noticed that many of our top 5 contributors to performance remain among our largest holdings. This is not by accident. We are constantly evaluating the upside of our holdings relative to our estimate of intrinsic value on a risk-adjusted basis. Despite the strong price performance, we believe these investments remain attractive enough to warrant above average weights in the portfolio. Our largest two detractors were both energy related. Newfield Exploration (down 13%) and Cenovus Energy (down 12%) were the only two current holdings that generated negative returns over the past 12 months.

During the past fiscal year, we eliminated three positions in the Fund (Discovery Holdings, Dell, BMC Software) and added three new positions (Forest Laboratories, Kennametal, Oracle). Although this is less change than the Fund normally experiences, we neither wear this with a badge of honor nor manage the portfolio to a non-economic metric such as a turnover ratio. Position changes are simply the result of applying our investment process, which is to buy businesses at substantial discounts to our estimate of intrinsic value, where we see a clear path to that value growing on a per share basis, and management is focused on maximizing per share value. We sell a stock when we believe one or more of these criteria are no longer met.

We have discussed our thoughts on the Discovery and Dell sales in past letters, but we did receive a worthy update on BMC since we sold it in the fourth quarter of 2012. Recall that BMC management conducted a strategic review during the second quarter that we owned the stock and decided to remain an independent company. Given the lack of a compelling purchase offer for BMC during the review, we exited our position because we no longer believed it was selling at a significant discount to private market value. Our opinion has since been validated. On September 10, 2013, BMC management sold the company for $46.25 per share—roughly 12% above our average sale price. During that same time, the Oakmark Select Fund and the S&P 500 returned 25% and 20%, respectively—both well in excess of BMC's modest price increase.

In the past fiscal year, we purchased Forest Laboratories, Kennametal, and Oracle, which were all discussed in prior letters. Forest's many new drug launches remain on track with our original estimates and we look forward to this value being demonstrated in the income statement as sales ramp relative to expenses over the next several years. Kennametal is still operating well below our estimate of mid-cycle earnings though managing expenses consistent with our expectations such that incremental profits from an eventual recovery in demand ought to result in substantial profit improvement. In the quarter we have owned Oracle, it has had more difficulty keeping up with Wall Street's expectations than with ours. We continue to view the shares—selling at approximately 10x free cash flow—as significantly undervalued. Meanwhile, management is doing the right thing by aggressively repurchasing shares at what we believe to be a terrific price.

One year ago in this letter we discussed our view that equities remained the most attractively priced asset class despite having returned 30% in the prior year. One year later, the S&P gained another 19%, and Oakmark Select returned 28%, while the Barclays U.S. Aggregate Bond Index⁸ experienced a decline of 2%. While it's personally rewarding to see our analysis confirmed, you are likely (and rightly) more concerned about whether our opinion has changed. In short, it has not. While equities may be less undervalued than they were one year ago, we believe they are still reasonably priced, particularly when compared to bonds, which continue to offer historically low yields.

Thank you for your continued investment in the Fund.

oakmark.com 9

Oakmark Select Fund  September 30, 2013

Schedule of Investments (in thousands)

	Shares		Value
COMMON STOCKS - 95.2%
INFORMATION TECHNOLOGY - 24.3%
SOFTWARE & SERVICES - 9.5%
MasterCard, Inc., Class A Data Processing & Outsourced Services		315	$	211,925
Oracle Corp. Systems Software		5,000		165,850
				377,775
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT - 8.0%
Texas Instruments, Inc. Semiconductors		4,150		167,121
Intel Corp. Semiconductors		6,447		147,765
				314,886
TECHNOLOGY HARDWARE & EQUIPMENT - 6.8%
TE Connectivity, Ltd. (b) Electronic Manufacturing Services		5,194		268,942
				961,603
FINANCIALS - 22.6%
DIVERSIFIED FINANCIALS - 16.9%
Capital One Financial Corp. Consumer Finance		3,450		237,153
Bank of America Corp. Other Diversified Financial Services		17,100		235,980
JPMorgan Chase & Co. Other Diversified Financial Services		3,800		196,422
				669,555
INSURANCE - 5.7%
American International Group, Inc. Multi-line Insurance		4,605		223,951
				893,506
CONSUMER DISCRETIONARY - 21.0%
MEDIA - 8.3%
DIRECTV (a) Cable & Satellite		3,148		188,090
Comcast Corp., Class A Cable & Satellite		3,250		140,952
				329,042
AUTOMOBILES & COMPONENTS - 8.1%
TRW Automotive Holdings Corp. (a) Auto Parts & Equipment		4,500		320,895
RETAILING - 4.6%
Liberty Interactive Corp., Class A (a) Catalog Retail		7,800		183,066
				833,003

	Shares		Value
HEALTH CARE - 10.1%
HEALTH CARE EQUIPMENT & SERVICES - 5.5%
Medtronic, Inc. Health Care Equipment		4,100	$	218,325
PHARMACEUTICALS, BIOTECHNOLOGY & LIFE SCIENCES - 4.6%
Forest Laboratories, Inc. (a) Pharmaceuticals		4,200		179,718
				398,043
INDUSTRIALS - 7.5%
TRANSPORTATION - 4.2%
FedEx Corp. Air Freight & Logistics		1,450		165,460
CAPITAL GOODS - 3.3%
Kennametal, Inc. Industrial Machinery		2,902		132,328
				297,788
ENERGY - 6.0%
Cenovus Energy, Inc. (b) Integrated Oil & Gas		4,097		122,307
Newfield Exploration Co. (a) Oil & Gas Exploration & Production		4,250		116,312
				238,619
UTILITIES - 3.7%
Calpine Corp. (a) Independent Power Producers & Energy Traders		7,604		147,754
TOTAL COMMON STOCKS - 95.2% (COST $2,325,602)				3,770,316
	Par Value		Value
SHORT TERM INVESTMENTS - 4.2%
REPURCHASE AGREEMENT - 4.2%
Fixed Income Clearing Corp. Repurchase Agreement, 0.00% dated 09/30/13 due 10/01/13, repurchase price $165,580, collateralized by a Federal Home Loan Bank Bond, 2.470%, due 08/27/24, value plus accrued interest of $15,246, by Federal National Mortgage Association Bonds, 2.210% - 7.125%, due 12/27/22 - 01/15/30, aggregate value plus accrued interest of $153,648 (Cost: $165,580)		165,580		165,580
TOTAL SHORT TERM INVESTMENTS - 4.2% (COST $165,580)				165,580
TOTAL INVESTMENTS - 99.4% (COST $2,491,182)				3,935,896
Other Assets In Excess of Liabilities - 0.6%				23,726
TOTAL NET ASSETS - 100.0%			$	3,959,622

(a)  Non-income producing security

(b)  Foreign domiciled corporation

See accompanying Notes to Financial Statements.

10 THE OAKMARK FUNDS

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oakmark.com 11

Oakmark Equity and Income Fund  September 30, 2013

Summary Information

VALUE OF A $10,000 INVESTMENT

Since Inception - 11/01/95 (Unaudited)

PERFORMANCE

				Average Annual Total Returns (as of 09/30/13)2
(Unaudited)	Total Return Last 3 Months			1-year			3-year			5-year			10-year			Since Inception (11/01/95)
Oakmark Equity & Income Fund (Class I)		8.18	%		17.63	%		11.01	%		8.04	%		8.56	%		10.95	%
Lipper Balanced Funds Index		4.58	%		11.70	%		9.68	%		8.11	%		6.44	%		6.85	%
S&P 500 Index		5.25	%		19.34	%		16.27	%		10.02	%		7.57	%		8.06	%
Barclays U.S. Govt./Credit Index		0.36	%		-1.96	%		2.89	%		5.71	%		4.52	%		5.77	%

The graph and table above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

Past Performance is no guarantee of future results. Performance data quoted represents past performance. Current performance may be lower or higher than the performance data quoted. The investment return and principal value vary so that an investor's shares when redeemed may be worth more or less than the original cost. To obtain the most recent month-end performance, please visit oakmark.com.

TOP TEN EQUITY HOLDINGS5	% of Net Assets
Dover Corp.		3.5
UnitedHealth Group, Inc.		3.2
General Dynamics Corp.		3.0
Oracle Corp.		3.0
General Motors Co.		2.9
Rockwell Automation, Inc.		2.9
FedEx Corp.		2.7
National Oilwell Varco		2.7
Philip Morris International, Inc.		2.6
Bank of America Corp.		2.6
FUND STATISTICS
Ticker	OAKBX
Inception	11/01/95
Number of Equity Holdings	49
Net Assets	$19.4 billion
Benchmark	Lipper Balanced Funds Index
Weighted Average Market Cap	$47.5 billion
Median Market Cap	$12.6 billion
Portfolio Turnover (for the 12-months ended 09/30/13)	25%
Expense Ratio - Class I (as of 09/30/12)	0.78%
Expense Ratio - Class I (as of 09/30/13)	0.77%

SECTOR ALLOCATION	% of Net Assets
Equity Investments
Industrials		16.0
Consumer Discretionary		11.8
Energy		11.7
Health Care		10.2
Consumer Staples		8.7
Information Technology		8.0
Financials		6.8
Total Equity Investments		73.2
Government and Agency Securities		9.7
Corporate Bonds		2.0
Asset Backed Securities		0.1
Short-Term Investments and Other		15.0

12 THE OAKMARK FUNDS

Oakmark Equity and Income Fund  September 30, 2013

Portfolio Manager Commentary

Clyde S. McGregor, CFA

Portfolio Manager

oakbx@oakmark.com

M. Colin Hudson, CFA

Portfolio Manager

oakbx@oakmark.com

Matthew A. Logan, CFA

Portfolio Manager

oakbx@oakmark.com

Edward J. Wojciechowski, CFA

Portfolio Manager

oakbx@oakmark.com

A Good September Quarter Surprise

"Sell in May and go away" is a well-known phrase in the investing community. It derives from empirical observations that the summer months are often difficult for the stock market. September has a particularly high propensity to produce losses. Academics spend considerable effort attempting to explain these market tendencies, yet the past two years will only make their job more difficult: in both years the September quarters have been quite rewarding to investors.

The Equity and Income Fund participated in the September quarter's strength, earning 8% in the period, which contrasts to a 5% gain for the Lipper Balanced Fund Index⁹, the Fund's performance benchmark. For the nine months of the calendar year the returns are 16% for the Fund, and 10% for the Lipper Index. Finally, for the Funds' fiscal year ending September 30, the return to the Fund was 18%, while the Lipper Index returned 12%. The annualized compound rate of return since the Fund's inception in 1995 is 11% while the corresponding return to the Lipper Index is 7%.

Rockwell Automation, Cimarex Energy, Dover, FedEx and General Dynamics contributed most significantly to the past quarter's returns. The largest detractors were Foot Locker, Ultra Petroleum (purchased during the quarter—see below), Laboratory Corporation of America, Range Resources (sold early in the quarter) and Staples. The price declines for the detractors were all quite small. Over the past nine months, detractors included Walter Energy (sold), Cenovus Energy, EnCana, Blount International and Apache (sold). The largest contributors to portfolio return were Dover, United Health, General Dynamics, MasterCard and Cimarex Energy. Finally, for the Fund's fiscal year, the largest contributors were Dover, Rockwell Automation, General Dynamics, MasterCard and Flowserve (sold in the quarter). The largest 12-month detractors were Walter Energy, Cenovus Energy, EnCana, Apache and Devon Energy. The detractors were all energy resource companies, although Walter primarily produces coal used in the production of steel.

We write this letter at a time of unusual macroeconomic uncertainty given the twin possibilities for governmental shutdown and federal debt default. We see little value in ruminating about the various possibilities, especially since this may all be resolved in the time between letter completion and its distribution. We leave it to our friends in the trading community to attempt to profit from the volatility surrounding the political controversy. We will continue to focus on understanding the long-term fundamental values of the Fund's holdings, both current and prospective. We believe that, regardless of the maneuvering in

Washington, the employees of the companies in which we invest will go home at the end of each day knowing that they have helped to increase their employer's value.

Transaction Activity

Our activity in the September quarter favored the sell side as we eliminated five holdings while initiating only one. As noted above, absolute returns have been strong over the past 12 months. To produce this level of return, many stocks within the portfolio have excelled—and several more reached—our sell targets. To review our process, as value managers we establish buy and sell targets for the stock of any company that is voted onto our firm's approved list. Buy targets are normally set at 60% of our estimate of the company's intrinsic value and sell targets at 90%. Of course, our targets are not static. With new information and the passage of time, our targets evolve to reflect a business' current fundamentals better. Generally, when a stock approaches the sell target we begin to reduce the size of the holding because its relative attraction has diminished. Its higher price makes it less able to compete for portfolio space. Sometimes, however, the stock price jumps to the area of its sell target because of a merger offer, which is what happened this past quarter to one of the Fund's smallest companies, Kaydon. Kaydon is a quality manufacturer with strong market shares in specialty industrial products such as bearings and seals. SKF, a Swedish industrial company, recognized Kaydon's attractiveness and agreed to purchase the company during the quarter.

The other four portfolio eliminations also had an industrial orientation. Northrop Grumman is a major defense and aerospace contractor. The company is well-managed and shareholder-friendly with a solid history of dividends and share repurchase. Teledyne Technologies also has products in aerospace and defense electronics as well as digital imaging, although instrumentation is its largest segment. Range Resources is an exploration and production company with major leaseholds in the Marcellus Shale. Natural gas prices have been low for many months, and the outlook is for prices to stay low well into the future. This means that controlling production costs is essential for profitability, and Range's costs are among the industry's lowest. Last, but hardly least, is Flowserve, a leading manufacturer of pumps, valves and seals. Flowserve served the Equity and Income Fund well during its nearly three years in the portfolio, and we wish to thank our recently retired long-time partner John Raitt for this successful idea (as well as many others). We did not enjoy eliminating any of these five holdings from the portfolio as each company had been performing well and meeting or exceeding expectations. Nevertheless, our discipline

oakmark.com 13

Oakmark Equity and Income Fund  September 30, 2013

Portfolio Manager Commentary (continued)

demands that we move on whenever price and our estimate of intrinsic value per share come together.

The Fund's one new purchase is actually a return to a previous holding, Ultra Petroleum. During the past year, companies in the energy sector have experienced a wide variety of investment outcomes. A few, such as Cimarex and Range, have enjoyed strong share price increases, but others, such as Ultra, have trailed market returns. We sold the Fund's Ultra holding 17 months ago to realize a tax loss but have watched the company carefully over the intervening period. In our opinion the discount to value in Ultra is simply too great to prevail indefinitely, particularly with its solid management team that is heavily invested in the company.

Fixed Income Management under Rate Suppression

Times remain unusual in the world of fixed income investing. The Federal Reserve continues to suppress interest rates through the purchase of Treasury and Agency securities. Although this policy does not appear to have had the desired effect of increasing business investment, it did produce negative real interest rates on 10-year Treasuries for all of 2012 and much of 2013. Negative real rates make the search for attractive fixed income instruments extremely difficult. Early in the summer interest rates increased fairly dramatically when the Fed suggested that monetary policy would soon become less accommodating (what became known as "the taper"), and we became hopeful that attractive opportunities would develop. In September, however, the Fed elected to maintain its previous policy, and rates have retraced some of their move upward. It is difficult to invest prudently in fixed income investments when rates are being managed to such low levels.

Our basic answer has been to accept credit, but not duration, risk. What this means in practice is that we have kept maturities of our investments very short, particularly for low-risk issuers such as governments and agencies, while we seek out opportunities to increase portfolio yield with what we think is well-priced corporate debt. During much of the past three years this has been difficult to execute when investors were pouring money into fixed income funds. Generally, managers of fixed income funds invest money as it comes in without regard for value considerations. In the most recent quarter, however, the competition was less fierce because investors were pulling money from bond funds.

We have made progress in building the Fund's corporate debt allocation, but this process will take time because of our price and quality requirements, combined with these unusual market conditions. Even with some success to this effort, any increase in portfolio income yield will hardly be stunning. When we opened the Fund to investment in 1995, we naively assumed as our base case that the Fund would average 6% yields on its fixed income allocation. Those days passed very quickly. Although the search for fixed income return is less rewarding than in the past, we continue the search, always guided by our disciplined value philosophy.

Once again we thank our fellow shareholders for investing in the Equity and Income Fund and welcome your comments and questions.

14 THE OAKMARK FUNDS

Oakmark Equity and Income Fund  September 30, 2013

Schedule of Investments (in thousands)

	Shares		Value
COMMON STOCKS - 73.2%
INDUSTRIALS - 16.0%
CAPITAL GOODS - 12.9%
Dover Corp. Industrial Machinery		7,563	$	679,411
General Dynamics Corp. Aerospace & Defense		6,765		592,103
Rockwell Automation Inc. Electrical Components & Equipment		5,347		571,755
Illinois Tool Works, Inc. Industrial Machinery		4,239		323,339
Parker Hannifin Corp. Industrial Machinery		2,718		295,496
Blount International, Inc. (a) Industrial Machinery		2,263		27,410
Crane Co. Industrial Machinery		271		16,694
				2,506,208
TRANSPORTATION - 2.9%
FedEx Corp. Air Freight & Logistics		4,672		533,083
Atlas Air Worldwide Holdings, Inc. (a) Air Freight & Logistics		800		36,888
				569,971
COMMERCIAL & PROFESSIONAL SERVICES - 0.2%
Herman Miller, Inc. Office Services & Supplies		1,402		40,898
				3,117,077
CONSUMER DISCRETIONARY - 11.8%
AUTOMOBILES & COMPONENTS - 6.3%
General Motors Co. (a) Automobile Manufacturers		15,938		573,272
BorgWarner, Inc. Auto Parts & Equipment		3,229		327,358
Lear Corp. Auto Parts & Equipment		4,424		316,601
				1,217,231
MEDIA - 2.4%
Scripps Networks Interactive, Inc., Class A Broadcasting		5,895		460,474
RETAILING - 2.2%
Foot Locker, Inc. (b) Apparel Retail		7,711		261,705
Staples, Inc. Specialty Stores		5,934		86,934
HSN, Inc. Catalog Retail		1,534		82,231
				430,870

	Shares		Value
CONSUMER DURABLES & APPAREL - 0.9%
Carter's, Inc. Apparel, Accessories & Luxury Goods		1,691	$	128,300
Leggett & Platt, Inc. Home Furnishings		1,603		48,320
				176,620
				2,285,195
ENERGY - 11.7%
National Oilwell Varco, Inc. Oil & Gas Equipment & Services		6,662		520,388
Baker Hughes, Inc. Oil & Gas Equipment & Services		10,059		493,907
Devon Energy Corp. Oil & Gas Exploration & Production		5,481		316,584
Encana Corp. (c) Oil & Gas Exploration & Production		14,713		254,983
Cimarex Energy Co. Oil & Gas Exploration & Production		2,461		237,231
Cenovus Energy, Inc. (c) Integrated Oil & Gas		6,675		199,246
Concho Resources, Inc. (a) Oil & Gas Exploration & Production		1,302		141,627
Ultra Petroleum Corp. (a) (c) Oil & Gas Exploration & Production		3,575		73,527
Patterson-UTI Energy, Inc. Oil & Gas Drilling		1,730		36,987
				2,274,480
HEALTH CARE - 10.2%
HEALTH CARE EQUIPMENT & SERVICES - 8.5%
UnitedHealth Group, Inc. Managed Health Care		8,799		630,068
Omnicare, Inc. Health Care Services		5,138		285,181
Quest Diagnostics, Inc. Health Care Services		4,115		254,241
Laboratory Corp. of America Holdings (a) Health Care Services		2,524		250,259
Varian Medical Systems, Inc. (a) (b) Health Care Equipment		3,148		235,280
				1,655,029
PHARMACEUTICALS, BIOTECHNOLOGY & LIFE SCIENCES - 1.7%
Hospira, Inc. (a) Pharmaceuticals		6,217		243,850
Bruker Corp. (a) Life Sciences Tools & Services		3,834		79,162
				323,012
				1,978,041

See accompanying Notes to Financial Statements.

oakmark.com 15

Oakmark Equity and Income Fund  September 30, 2013

Schedule of Investments (in thousands) (continued)

	Shares		Value
COMMON STOCKS - 73.2% (continued)
CONSUMER STAPLES - 8.7%
FOOD, BEVERAGE & TOBACCO - 7.2%
Philip Morris International, Inc. Tobacco		5,915	$	512,171
Nestle SA (d) Packaged Foods & Meats		6,956		484,145
Diageo PLC (d) Distillers & Vintners		3,124		397,049
				1,393,365
FOOD & STAPLES RETAILING - 1.5%
CVS Caremark Corp. Drug Retail		5,285		299,932
				1,693,297
INFORMATION TECHNOLOGY - 8.0%
SOFTWARE & SERVICES - 5.9%
Oracle Corp. Systems Software		17,795		590,260
MasterCard, Inc., Class A Data Processing & Outsourced Services		535		359,909
Broadridge Financial Solutions, Inc. (b) Data Processing & Outsourced Services		5,904		187,436
				1,137,605
TECHNOLOGY HARDWARE & EQUIPMENT - 2.1%
TE Connectivity, Ltd. (c) Electronic Manufacturing Services		6,797		351,928
ARRIS Group, Inc. (a) Communications Equipment		3,461		59,046
				410,974
				1,548,579
FINANCIALS - 6.8%
DIVERSIFIED FINANCIALS - 4.3%
Bank of America Corp. Other Diversified Financial Services		37,109		512,103
TD Ameritrade Holding Corp. Investment Banking & Brokerage		12,006		314,327
				826,430
INSURANCE - 1.7%
Principal Financial Group, Inc. Life & Health Insurance		4,727		202,393
Aflac, Inc. Life & Health Insurance		2,077		128,741
				331,134
BANKS - 0.8%
U.S. Bancorp Diversified Banks		4,461		163,177
				1,320,741
TOTAL COMMON STOCKS - 73.2% (COST $9,452,429)				14,217,410

	Par Value		Value
FIXED INCOME - 11.8%
GOVERNMENT AND AGENCY SECURITIES - 9.7%
U.S. GOVERNMENT NOTES - 8.9%
1.375%, due 07/15/18, Inflation Indexed	$	539,946	$	592,675
1.25%, due 07/15/20, Inflation Indexed		533,895		584,114
2.125%, due 01/15/19, Inflation Indexed		216,925		246,210
1.00%, due 09/30/16		199,380		201,436
1.00%, due 01/15/14		99,690		99,967
				1,724,402
U.S. GOVERNMENT AGENCIES - 0.6%
Federal Home Loan Bank, 1.65%, due 07/18/19		29,550		28,712
Federal Home Loan Mortgage Corp., 2.25%, due 03/13/20		25,000		24,817
Federal National Mortgage Association, 1.25%, due 09/27/18		24,680		24,213
Federal Home Loan Bank, 1.00%, due 07/10/18		10,845		10,847
Federal National Mortgage Association, 1.125%, due 07/18/18		9,825		9,864
Federal National Mortgage Association, 1.00%, due 01/30/20		9,525		9,182
				107,635
CANADIAN GOVERNMENT BONDS - 0.2%
4.25%, due 12/01/21, Inflation Indexed	CAD	36,939		46,343
Total Government and Agency Securities (Cost $1,755,525)				1,878,380
CORPORATE BONDS - 2.0%
Kinetic Concepts, Inc., 10.50%, due 11/01/18		47,940		52,914
General Motors Co., 144A, 4.875%, due 10/02/23 (e)		41,400		40,468
Fifth & Pacific Cos., Inc., 10.50%, due 04/15/19		31,603		34,447
Omnicare, Inc., 7.75%, due 06/01/20		27,669		30,315
General Motors Co., 144A, 3.50%, due 10/02/18 (e)		29,525		29,451
The William Carter Co., 144A, 5.25%, due 08/15/21 (e)		28,002		28,002
Denbury Resources, Inc., 8.25%, due 02/15/20		21,771		23,894
Delphi Corp., 5.875%, due 05/15/19		20,943		22,226
Triumph Group, Inc., 8.625%, due 07/15/18		20,000		21,700
Kinetic Concepts, Inc., 12.50%, due 11/01/19		14,360		15,006
The Manitowoc Co., Inc., 8.50%, due 11/01/20		12,825		14,268
Penn National Gaming, Inc., 8.75%, due 08/15/19		9,970		10,917
Live Nation Entertainment, Inc., 144A, 7.00%, due 09/01/20 (e)		9,605		10,025
Howard Hughes Corp., 144A, 6.875%, due 10/01/21 (e)		10,000		10,025

See accompanying Notes to Financial Statements.

16 THE OAKMARK FUNDS

Oakmark Equity and Income Fund  September 30, 2013

Schedule of Investments (in thousands) (continued)

	Par Value		Value
FIXED INCOME - 11.8% (continued)
CORPORATE BONDS - 2.0% (continued)
Six Flags Entertainment Corp., 144A, 5.25%, due 01/15/21 (e)	$	9,970	$	9,496
Health Net, Inc., 6.375%, due 06/01/17		8,680		9,223
Concho Resources, Inc., 5.50%, due 10/01/22		6,980		6,963
Serta Simmons Holdings LLC, 144A, 8.125%, due 10/01/20 (e)		4,990		5,252
Scotiabank Peru SA, 144A, 4.50%, due 12/13/27 (e) (f)		6,000		5,220
Walter Energy, Inc., 144A, 9.875%, due 12/15/20 (b) (e)		5,390		4,689
Walter Energy, Inc., 144A, 8.50%, due 04/15/21 (b) (e)		5,000		4,175
Activision Blizzard, Inc., 144A, 6.125%, due 09/15/23 (e)		3,000		3,015
Quiksilver, Inc. / QS Wholesale, Inc., 144A, 7.875%, due 08/01/18 (e)		2,000		2,085
Quiksilver, Inc. / QS Wholesale, Inc., 144A, 10.00%, due 08/01/20 (e)		1,000		1,053
Post Holdings, Inc., 7.375%, due 02/15/22		1,000		1,051
Activision Blizzard, Inc., 144A, 5.625%, due 09/15/21 (e)		1,000		1,001
CNO Financial Group, Inc., 144A, 6.375%, due 10/01/20 (e)		250		261
Hologic, Inc., 6.25%, due 08/01/20		250		260
Tempur Sealy International, Inc., 6.875%, due 12/15/20		100		105
Total Corporate Bonds (Cost $395,567)				397,507
ASSET BACKED SECURITIES - 0.1%
Cabela's Master Credit Card Trust, 144A, 0.732%, due 10/15/19 (e) (f) (Cost $11,450)		11,450		11,501
CONVERTIBLE BOND - 0.0%(g)
Live Nation Entertainment, Inc., 2.875%, due 07/15/27 (Cost $834)		828		845
TOTAL FIXED INCOME - 11.8% (COST $2,163,376)				2,288,233

	Par Value		Value
SHORT TERM INVESTMENTS - 14.9%
COMMERCIAL PAPER - 4.9%
Toyota Motor Credit Corp., 0.05% - 0.10%, due 10/03/13 - 11/26/13 (h)	$	350,000	$	349,974
General Mills Inc., 144A, 0.12% - 0.17%, due 10/02/13 - 11/08/13 (e) (h)		221,500		221,482
BP Capital Markets PLC, 144A, 0.07%, due 10/09/13 - 10/10/13 (e) (h)		100,000		99,998
Kellogg Co., 144A, 0.14% - 0.19%, due 10/01/13 - 12/09/13 (e) (h)		99,475		99,458
American Honda Finance Corp., 0.09%, due 10/22/13 - 10/23/13 (h)		83,750		83,745
Wellpoint, Inc., 144A, 0.23% - 0.30%, due 10/10/13 - 12/03/13 (e) (h)		52,200		52,191
John Deere Capital Co., 144A, 0.05% - 0.06%, due 10/08/13 - 10/15/13 (e) (h)		50,000		49,999
Total Commercial Paper (Cost $956,851)				956,847
GOVERNMENT AND AGENCY SECURITIES - 4.4%
United States Treasury Bill, 0.05%, due 10/24/13 (h)		350,000		349,988
United States Treasury Note, 0.06%, due 12/31/13 (h)		250,000		250,899
United States Treasury Note, 0.06%, due 12/15/13 (h)		250,000		250,361
Total Government and Agency Securities (Cost $851,231)				851,248
REPURCHASE AGREEMENT - 3.4%
Fixed Income Clearing Corp. Repurchase Agreement, 0.00% dated 09/30/13 due 10/01/13, repurchase price $659,912, collateralized by Federal Home Loan Bank Bonds, 1.750% - 1.770%, due 06/10/20 - 03/18/21, aggregate value plus accrued interest of $96,644, by Federal National Mortgage Association Bonds, 2.220% - 2.230%, due 12/06/22 - 12/27/22, aggregate value plus accrued interest of $576,466 (Cost: $659,912)		659,912		659,912

See accompanying Notes to Financial Statements.

oakmark.com 17

Oakmark Equity and Income Fund  September 30, 2013

Schedule of Investments (in thousands) (continued)

	Par Value		Value
SHORT TERM INVESTMENTS - 14.9% (continued)
CORPORATE BONDS - 1.2%
Merrill Lynch & Co., Inc., 5.45%, due 07/15/14	$	43,637	$	45,237
Citigroup, Inc., 5.00%, due 09/15/14		38,240		39,681
Capital One Financial Corp., 7.38%, due 05/23/14		36,712		38,275
MetLife, Inc., 2.38%, due 02/06/14		37,151		37,417
Citigroup, Inc., 6.00%, due 12/13/13		34,839		35,217
Anheuser-Busch InBev Worldwide, Inc., 1.50%, due 07/14/14		18,200		18,359
BP Capital Markets PLC, 3.63%, due 05/08/14		14,500		14,787
United Parcel Service, Inc., 3.88%, due 04/01/14		13,075		13,294
Total Corporate Bonds (Cost $242,359)				242,267
CANADIAN TREASURY BILLS - 1.0%
1.04% - 1.05%, due 10/24/13 - 11/21/13 (h) (Cost $199,466)	CAD	200,000		193,961
TOTAL SHORT TERM INVESTMENTS - 14.9% (COST $2,909,819)				2,904,235
TOTAL INVESTMENTS - 99.9% (COST $14,525,624)				19,409,878
Foreign Currencies (Cost $0) - 0.0% (g)				0	(i)
Other Assets In Excess of Liabilities - 0.1%				24,059
NET ASSETS - 100.0%			$	19,433,937

(a)  Non-income producing security

(b)  See Note 5 in the Notes to the Financial Statements regarding investments in affiliated issuers.

(c)  Foreign domiciled corporation

(d)  Sponsored American Depositary Receipt

(e)  See Note 1 in the Notes to Financial Statements regarding restricted securities. These securities may be resold subject to restrictions on resale under federal securities law.

(f)  Floating Rate Note. Rate shown is as of September 30, 2013.

(g)  Amount rounds to less than 0.1%.

(h)  The rate shown represents the annualized yield at the time of purchase; not a coupon rate.

(i)  Amount rounds to less than $1,000.

Key to Abbreviations:

  CAD Canadian Dollar

See accompanying Notes to Financial Statements.

18 THE OAKMARK FUNDS

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oakmark.com 19

Oakmark Global Fund  September 30, 2013

Summary Information

VALUE OF A $10,000 INVESTMENT

Since Inception - 08/04/99 (Unaudited)

PERFORMANCE

				Average Annual Total Returns (as of 09/30/13)2
(Unaudited)	Total Return Last 3 Months			1-year			3-year			5-year			10-year			Since Inception (08/04/99)
Oakmark Global Fund (Class I)		11.36	%		39.55	%		14.12	%		10.59	%		10.24	%		11.57	%
MSCI World Index		8.18	%		20.21	%		11.82	%		7.84	%		7.58	%		3.53	%
Lipper Global Funds Index12		8.01	%		22.17	%		10.07	%		7.70	%		7.79	%		4.60	%

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

Past performance is no guarantee of future results. Performance data quoted represents past performance. Current performance may be lower or higher than the performance data quoted. The investment return and principal value vary so that an investor's shares when redeemed may be worth more or less than the original cost. To obtain the most recent month-end performance data, visit oakmark.com.

TOP TEN EQUITY HOLDINGS5	% of Net Assets
Julius Baer Group, Ltd.		4.8
Oracle Corp.		4.5
Daimler AG		4.0
MasterCard, Inc., Class A		3.9
Credit Suisse Group		3.4
TE Connectivity, Ltd.		3.4
General Motors Co.		3.2
FedEx Corp.		3.2
Incitec Pivot, Ltd.		3.2
Holcim, Ltd.		3.0
FUND STATISTICS
Ticker	OAKGX
Inception	08/04/99
Number of Equity Holdings	44
Net Assets	$2.9 billion
Benchmark	MSCI World Index
Weighted Average Market Cap	$42.9 billion
Median Market Cap	$16.5 billion
Portfolio Turnover (for the 12-months ended 09/30/13)	45%
Expense Ratio - Class I (as of 09/30/12)	1.16%
Expense Ratio - Class I (as of 09/30/13)	1.13%

SECTOR ALLOCATION	% of Net Assets
Information Technology		23.1
Industrials		19.7
Financials		14.1
Consumer Discretionary		12.6
Materials		9.7
Energy		8.6
Health Care		7.2
Consumer Staples		3.5
Short-Term Investments and Other		1.5
GEOGRAPHIC ALLOCATION
	% of Equity
North America		44.4
United States		44.4
Europe		39.1
Switzerland		20.9
Netherlands*		8.4
Germany*		6.4
UK		3.4
	% of Equity
Asia		13.3
Japan		13.3
Australasia		3.2
Australia		3.2

*  Euro currency countries comprise 14.8% of equity investments

20 THE OAKMARK FUNDS

Oakmark Global Fund  September 30, 2013

Portfolio Manager Commentary

Clyde S. McGregor, CFA

Portfolio Manager
oakgx@oakmark.com

Robert A. Taylor, CFA

Portfolio Manager

oakgx@oakmark.com

The September quarter produced strong equity outcomes across most world markets. The Oakmark Global Fund participated in this rally, gaining 11%. The MSCI World Index¹¹ returned 8%, and the Lipper Global Fund Index¹² returned 8%. The Fund's return for the calendar nine months is 26%, compared to the 17% return for the MSCI World Index and the Lipper Global Fund Index. For the Global Fund's fiscal year ended September 30 the returns are 40% for the Fund, 20% for the MSCI World Index, and 22% for the Lipper Global Fund Index. As always, we are most pleased to report the Fund's 12% compound annualized rate of return since inception, which compares to 4% for the MSCI World Index and 5% for the Lipper Global Fund Index for the same period.

The countries that contributed most to the Fund's quarter return were the U.S., Switzerland, and Japan. Australia was the only country to have equities that detracted from the Fund's return in the quarter. The five largest contributors to the Fund's return in the quarter were Daimler (Germany), Julius Baer (Switzerland), Cimarex Energy (U.S.), Credit Suisse (Switzerland) and MasterCard (U.S.). The Fund holdings that detracted most were Tenet Healthcare (U.S.), Incitec Pivot (Australia), Intel (U.S.), Bank of America (U.S. new purchase) and Canon (Japan).

For the calendar nine months the highest contributing countries were the U.S., Japan and Switzerland. Holdings in both Spain and Australia detracted from nine-month return. Daiwa Securities Group (Japan), Daimler, Live Nation (U.S.), MasterCard and Julius Baer were the leading contributors. Incitec Pivot, Canon, Banco Santander (Spain), Bank of America and Apache (U.S.) detracted most from the nine-month return. For the Fund's fiscal year the U.S., Japan and Switzerland were again the leading contributors to return while Australia was the only detractor. The five companies that led the contributors list were Daiwa Securities Group, Daimler, Tenet Healthcare, Credit Suisse and MasterCard. Detractors were Incitec Pivot, Square Enix (Japan), Apache, Bank of America and Franklin Resources (U.S. new purchase).

Portfolio Activity

Although equity markets moved higher in the quarter, we found opportunities to make new additions to the Fund, adding three U.S. and two European holdings. The first name alphabetically is Bank of America. For years, Bank of America was the poster child for all that was troubling about banks. But like the industry as a whole, we believe Bank of America has made tremendous progress simplifying and "de-risking" its business. For instance, in just the past few quarters it has gone from being one of the worst capitalized big banks to one of the best. (For perspective, the company's tangible common equity ratio is 64% higher than it was in 2006, which was before the crisis). Management also took advantage of lowered investor expectations as an opportunity to invest heavily in systems technology and rationalization. Investors have rewarded the company for

its progress and brought the stock up from its lows. However, it is still being valued at a sizeable discount to its peers. In our view, the discount derives both from stale perceptions of the relative risk profile, but also because Bank of America's near-term earnings are more depressed than its peers. We expect this discount to close with time, as investors reevaluate the "new" Bank of America and its profitability catches up.

Our second new purchase is Franklin Resources, an investment firm that manages a family of more than 300 mutual funds under the names Franklin, Templeton and Fiduciary Trust, among others. The funds invest internationally and domestically in equities, fixed income and money market instruments. Franklin Resources also offers separately managed accounts and insurance product funds. Franklin Resources has an excellent brand name and a well-established global network, with a presence in over 17 international markets. The company has deliberately built this international presence over decades, and we believe this provides, and will continue to provide, a distinct competitive advantage. In addition, management has historically returned capital to shareholders through stock buybacks and dividends, and we expect Franklin Resources to continue to be good stewards of shareholders' capital.

Next is Fugro, a Netherlands-domiciled geological engineering company that primarily serves the off-shore oil market. Much of Fugro's value—about 85%—comes from businesses that are tied to construction or production related to the off-shore oil market. Investors are attracted to this market because it is growing at nearly a double-digit rate, and Fugro controls very high market shares in many of its businesses. That said, the other 15% of Fugro's value comes from Geoscience, which is not nearly as attractive. Fugro essentially operates ships that take seismic pictures of the ocean floor. This business is capital intensive (ships and cameras), and its returns are erratic, like a commodity's (because it depends on exploration demand). While this "lumpiness" can cause short-term earnings to fluctuate greatly, in our view, it does not affect long-term business value. We have taken advantage of this volatility—and other investors' shortsightedness—and initiated a position during the quarter when Fugro's share price fell after missing Street guidance.

Long-term holders of the Global Fund may remember us buying Holcim (Switzerland) in late 2010. We sold it only one year later, an unusually short holding period relative to our normal three- to five-year holding period. We did not sell because of a change in our investment thesis about Holcim. Instead, our other holdings were not doing as well. Many Japanese names were hurt by the earthquake and tsunami in March 2011 and the Thai floods in the Fall of 2011. In addition, many of our European names also fared poorly in the third and fourth quarters of 2011 as markets feared the break-up of the Euro. We sold Holcim so that we could purchase other positions that offered greater share appreciation potential.

oakmark.com 21

Oakmark Global Fund  September 30, 2013

Portfolio Manager Commentary (continued)

Looking back, these trades worked in our favor. Since the sale of Holcim, the Global Fund appreciated almost 50%, while Holcim appreciated less than 30%. During the past quarter we started buying Holcim at a price that was only 7% higher than our previous average cost, while our estimate of intrinsic value increased more than 10%. This makes Holcim absolutely and relatively more attractive now than when we purchased it in 2010.

As a refresher, Switzerland-based Holcim is one of the world's largest cement makers. The company has a broad geographic spread, with more than 70% of its pre-tax profits originating in emerging markets such as India, Indonesia and Africa. We think the company will thrive in these emerging economies and will gain from development in these areas. In addition, recent consolidations in the cement sector have strengthened the company's market position. Holcim's cost-reduction plan, which includes a restructuring plan in India to improve the cost base, is on track for 2014, and we believe its expected benefits have not yet been reflected in the stock price and that demand for cement will increase over the medium term.

Returning to the U.S., our last new purchase was shares of Itron, a global supplier of metering products and services for electric, natural gas and water utilities. Its product portfolio includes traditional, standard (manual-read) meters as well as radio- and telephone-based automatic meter-reading systems, handheld meter-reading computers, smart meters and meter data acquisition and analysis software. Approximately 8,000 customers in more than 100 countries use its products and services. We believe that Itron is poised to benefit from a wave of spending in the coming years, as utilities around the globe continue to upgrade approximately 2.5 billion outdated meters to more advanced meters, which are capable of automated readings and two-way communication. The company generates strong free cash flow given the minimal capital needed to run the business, and we think its leading market position is protected by large R&D investments, customer switching costs and solid brand value.

There were two full eliminations from the portfolio. The first was Rohm, a Japanese semiconductor company, which was sold to help fund more attractive holdings. The second was International Flavors & Fragrances, which, despite its name, is a U.S.-domiciled concern. As IFF's shares approached our sell target, we sold it in order to help fund new purchases. We salute IFF management for their excellent stewardship of the company during the Fund's three-and-a-half years of ownership.

Applied Materials/Tokyo Electron

Late in the quarter Applied Materials, one of our holdings, announced that it would merge with Tokyo Electron in an all-stock transaction. Mergers of American and Japanese firms are quite unusual, but this one developed in part because of the two CEO's long-term friendship. Applied's CEO will become the combined company's leader and will move to Japan to help the deal progress. Both companies make semiconductor manufacturing equipment, but their products primarily overlap rather than directly compete. The deal also offers cost synergies and tax management possibilities.

If the merger takes place and semiconductor demand begins to pick up, the combined company should be very well positioned to benefit. Alternatively, should sales remain sluggish, we believe that Applied's management team can introduce produc-

tive cost-reduction measures at Tokyo Electron to boost profits. But perhaps most importantly, we think this transaction suggests ever greater possibilities for worldwide economic consolidation and integration, which can enhance productive economic growth and expansion.

Currency Hedges

Global currencies were relatively stable during the quarter, but we continue to believe some currencies are overvalued. As a result, we defensively hedge a portion of the Fund's currency exposure. Approximately 38% of the Australian dollar, 25% of the Swiss franc and 15% of the Japanese yen were hedged at quarter-end.

As always, we thank you for being our shareholders and partners in the Oakmark Global Fund. We look forward to your questions and comments.

22 THE OAKMARK FUNDS

Oakmark Global Fund  September 30, 2013

Schedule of Investments (in thousands)

	Shares		Value
COMMON STOCKS - 98.5%
INFORMATION TECHNOLOGY - 23.1%
TECHNOLOGY HARDWARE & EQUIPMENT - 9.2%
TE Connectivity, Ltd. (Switzerland) Electronic Manufacturing Services		1,899	$	98,351
Canon, Inc. (Japan) Office Electronics		2,656		84,575
Hirose Electric Co., Ltd. (Japan) Electronic Components		343		52,506
OMRON Corp. (Japan) Electronic Components		612		22,079
Itron, Inc. (United States) (a) Electronic Equipment & Instruments		242		10,347
				267,858
SOFTWARE & SERVICES - 8.6%
Oracle Corp. (United States) Systems Software		3,984		132,146
MasterCard, Inc., Class A (United States) Data Processing & Outsourced Services		169		113,633
Square Enix Holdings Co., Ltd. (Japan) Home Entertainment Software		395		6,255
				252,034
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT - 5.3%
Applied Materials, Inc. (United States) Semiconductor Equipment		3,548		62,227
Intel Corp. (United States) Semiconductors		2,483		56,915
Texas Instruments, Inc. (United States) Semiconductors		881		35,481
				154,623
				674,515
INDUSTRIALS - 19.7%
CAPITAL GOODS - 10.2%
CNH Industrial N.V. (Netherlands) (a) Construction & Farm Machinery & Heavy Trucks		6,566		84,209
Rheinmetall AG (Germany) Industrial Conglomerates		1,199		68,878
Snap-on, Inc. (United States) Industrial Machinery		534		53,084
Koninklijke Philips NV (Netherlands) Industrial Conglomerates		1,211		39,047
Travis Perkins PLC (UK) Trading Companies & Distributors		1,191		31,812
Smiths Group PLC (UK) Industrial Conglomerates		958		21,692
				298,722

	Shares		Value
TRANSPORTATION - 7.7%
FedEx Corp. (United States) Air Freight & Logistics		824	$	94,038
Union Pacific Corp. (United States) Railroads		427		66,253
Kuehne + Nagel International AG (Switzerland) Marine		477		62,555
				222,846
COMMERCIAL & PROFESSIONAL SERVICES - 1.8%
Adecco SA (Switzerland) Human Resource & Employment Services		731		52,056
				573,624
FINANCIALS - 14.1%
DIVERSIFIED FINANCIALS - 14.1%
Julius Baer Group, Ltd. (Switzerland) Asset Management & Custody Banks		3,028		141,311
Credit Suisse Group (Switzerland) Diversified Capital Markets		3,279		100,157
Daiwa Securities Group, Inc. (Japan) Investment Banking & Brokerage		7,832		70,117
Franklin Resources, Inc. (United States) Asset Management & Custody Banks		1,153		58,299
Bank of America Corp. (United States) Other Diversified Financial Services		3,069		42,351
				412,235
CONSUMER DISCRETIONARY - 12.6%
AUTOMOBILES & COMPONENTS - 10.8%
Daimler AG (Germany) Automobile Manufacturers		1,492		116,311
General Motors Co. (United States) (a) Automobile Manufacturers		2,638		94,871
Yamaha Motor Co., Ltd. (Japan) Motorcycle Manufacturers		4,378		63,872
Toyota Motor Corp. (Japan) Automobile Manufacturers		609		38,834
				313,888
MEDIA - 1.8%
Live Nation Entertainment, Inc. (United States) (a) Movies & Entertainment		2,914		54,059
				367,947
MATERIALS - 9.7%
Incitec Pivot, Ltd. (Australia) Diversified Chemicals		36,810		92,375
Holcim, Ltd. (Switzerland) Construction Materials		1,189		88,453
Akzo Nobel NV (Netherlands) Diversified Chemicals		887		58,270
Kansai Paint Co., Ltd. (Japan) Specialty Chemicals		3,372		44,670
				283,768

See accompanying Notes to Financial Statements.

oakmark.com 23

Oakmark Global Fund  September 30, 2013

Schedule of Investments (in thousands) (continued)

	Shares		Value
COMMON STOCKS - 98.5% (continued)
ENERGY - 8.6%
National Oilwell Varco, Inc. (United States) Oil & Gas Equipment & Services		979	$	76,477
Devon Energy Corp. (United States) Oil & Gas Exploration & Production		1,219		70,398
Fugro NV (Netherlands) Oil & Gas Equipment & Services		968		59,042
Cimarex Energy Co. (United States) Oil & Gas Exploration & Production		475		45,768
				251,685
HEALTH CARE - 7.2%
HEALTH CARE EQUIPMENT & SERVICES - 7.2%
Tenet Healthcare Corp. (United States) (a) Health Care Facilities		1,894		78,021
Laboratory Corp. of America Holdings (United States) (a) Health Care Services		762		75,535
Health Net, Inc. (United States) (a) Managed Health Care		1,788		56,689
				210,245
CONSUMER STAPLES - 3.5%
FOOD, BEVERAGE & TOBACCO - 3.5%
Nestle SA (Switzerland) Packaged Foods & Meats		808		56,490
Diageo PLC (UK) Distillers & Vintners		1,410		44,848
				101,338
TOTAL COMMON STOCKS - 98.5% (COST $2,205,850)				2,875,357
	Par Value		Value
SHORT TERM INVESTMENT - 2.5%
REPURCHASE AGREEMENT - 2.5%
Fixed Income Clearing Corp. Repurchase Agreement, 0.00% dated 09/30/13 due 10/01/13, repurchase price $73,324, collateralized by a Federal National Mortgage Association Bond, 2.220%, due 12/27/22, value plus accrued interest of $74,794 (Cost: $73,324)		73,324		73,324
TOTAL SHORT TERM INVESTMENTS - 2.5% (COST $73,324)				73,324
TOTAL INVESTMENTS - 101.0% (COST $2,279,174)				2,948,681
Foreign Currencies (Cost $0) - 0.0% (b)				0	(c)
Liabilities In Excess of Other Assets - (1.0)%				(29,368	)
TOTAL NET ASSETS - 100.0%			$	2,919,313

(a)  Non-income producing security

(b)  Amount rounds to less than 0.1%.

(c)  Amount rounds to less than $1,000.

See accompanying Notes to Financial Statements.

24 THE OAKMARK FUNDS

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oakmark.com 25

Oakmark Global Select Fund  September 30, 2013

Summary Information

VALUE OF A $10,000 INVESTMENT

Since Inception - 10/02/06 (Unaudited)

PERFORMANCE

				Average Annual Total Returns (as of 09/30/13)2
(Unaudited)	Total Return Last 3 Months			1-year			3-year			5-year			Since Inception (10/02/06)
Oakmark Global Select Fund (Class I)		9.02	%		37.69	%		16.57	%		15.64	%		8.59	%
MSCI World Index		8.18	%		20.21	%		11.82	%		7.84	%		3.87	%
Lipper Global Funds Index12		8.01	%		22.17	%		10.07	%		7.70	%		4.03	%

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

Past performance is no guarantee of future results. Performance data quoted represents past performance. Current performance may be lower or higher than the performance data quoted. The investment return and principal value vary so that an investor's shares when redeemed may be worth more or less than the original cost. To obtain the most recent month-end performance data, visit oakmark.com.

TOP TEN EQUITY HOLDINGS5	% of Net Assets
Daimler AG		6.3
Canon, Inc.		6.1
CNH Industrial N.V.		5.5
Credit Suisse Group		5.1
Kuehne + Nagel International AG		5.0
Daiwa Securities Group, Inc.		5.0
Adecco SA		4.9
Kering		4.8
Bank of America Corp.		4.5
FedEx Corp.		4.5
FUND STATISTICS
Ticker	OAKWX
Inception	10/02/06
Number of Equity Holdings	20
Net Assets	$1.2 billion
Benchmark	MSCI World Index
Weighted Average Market Cap	$59.5 billion
Median Market Cap	$41.4 billion
Portfolio Turnover (for the 12-months ended 09/30/13)	36%
Expense Ratio - Class I (as of 09/30/12)	1.23%
Expense Ratio - Class I (as of 09/30/13)	1.15%

SECTOR ALLOCATION	% of Net Assets
Financials		27.7
Industrials		20.0
Consumer Discretionary		19.9
Information Technology		19.1
Health Care		4.5
Consumer Staples		3.8
Short-Term Investments and Other		5.0
GEOGRAPHIC ALLOCATION
	% of Equity
North America		46.3
United States		46.3
Europe		42.0
Switzerland		20.4
Germany*		6.7
Netherlands*		5.8
France*		5.1
UK		4.0
	% of Equity
Asia		11.7
Japan		11.7

*  Euro currency countries comprise 17.6% of equity investments

26 THE OAKMARK FUNDS

Oakmark Global Select Fund  September 30, 2013

Portfolio Manager Commentary

William C. Nygren, CFA

Portfolio Manager

oakwx@oakmark.com

David G. Herro, CFA

Portfolio Manager

oakwx@oakmark.com

The Oakmark Global Select Fund returned 9% for the quarter ended September 30, 2013, outperforming the 8% return from the MSCI World Index¹¹. For the fiscal year ended September 30, 2013, the Fund returned 38%, significantly outperforming the MSCI World Index, which returned 20%.

Daiwa Securities Group, Japan's second-largest broker, was the top contributor to performance over the past 12 months, returning 139%. As discussed in previous letters, Daiwa has benefitted from the Japanese stock market rally and the weakened yen that followed talks of economic reform. Daiwa's fiscal 2012 results were very strong: net operating revenues increased by 24% while operating costs decreased by 7%. The most recent quarterly numbers also exceeded our expectations. The retail business achieved operating margins around 50%, and the quarter's EBIT was more than half of what we estimated for Daiwa's entire fiscal year. Although Daiwa's stock price has almost tripled over the past year, we continue to believe the company's stock has significant upside and will remain a good investment for our shareholders.

Another top contributor for the year was Daimler, the global auto manufacturer of the Mercedes brand, which returned 67%. Shares reacted positively to the company's 2012 results, which included higher profits than we expected for the company's Mercedes-Benz Car and Truck divisions. More recently Daimler announced significantly improved earnings and net profits for the second quarter of 2013. In addition, sales of Mercedes-Benz cars increased in all markets, driving unit sales to a new record. Although Mercedes continues to underperform Audi and BMW in China, we expect an increase in growth from its new model launches, new organizational structure, and 75 new dealerships by year end. The Trucks division has also performed well, led by a significant rebound in Latin American unit sales, which increased by 57%. Daimler management remains upbeat about global operations and reiterated the full-year guidance for all divisions.

The biggest detractor from performance for the year was Cenovus, a Canadian-based oil company, which declined 17% before we sold our position in August of this year. Our business value estimate for Cenovus fell more than the stock price after we incorporated a lower futures oil price into our model. At the same time, the share price of DirecTV, a U.S. digital television entertainment provider, fell in response to weak quarterly results, which did not affect our estimate of intrinsic value. The divergence between the two stocks was enough to tip the balance in favor of owning DirecTV, and we harvested a small tax loss by selling Cenovus. In our view, DirecTV's shift in focus to higher-end customers has led to slower but more profitable growth. Management is focused on building shareholder value by returning cash to shareholders. Over the past five years DirecTV has aggressively repurchased shares and has reduced its outstanding shares by almost 50%. We are happy to see growth

in value per share whether it comes from a growing numerator or a shrinking denominator.

In addition to the sale mentioned above we sold our shares of Toyota Motor during the quarter. You will see a new security held in the Fund, CNH Industrial. This is a result of a merger between Fiat Industrial, which was owned by the Fund, and CNH Global. Fiat owned 88% of publicly listed CNH, and to simplify the shareholder structure, it decided to fully consolidate and merge the two companies. The merger is expected to result in financial, cost and tax savings. CNH Industrial is now domiciled in the Netherlands rather than Italy.

Geographically, we ended the quarter with our European and Japanese holdings comprising 42% and 12% of the Fund, respectively. North America accounts for the remainder of the Fund's holdings.

We continue to believe some global currencies are overvalued, and we are defensively hedging the Fund's currency exposure. As of quarter end, approximately 25% of the Swiss franc and 7% of the Japanese yen exposures were hedged.

We thank you, our shareholders, for your continued support and confidence.

oakmark.com 27

Oakmark Global Select Fund  September 30, 2013

Schedule of Investments (in thousands)

	Shares		Value
COMMON STOCKS - 95.0%
FINANCIALS - 27.7%
DIVERSIFIED FINANCIALS - 23.4%
Credit Suisse Group (Switzerland) Diversified Capital Markets		1,922	$	58,697
Daiwa Securities Group, Inc. (Japan) Investment Banking & Brokerage		6,500		58,192
Bank of America Corp. (United States) Other Diversified Financial Services		3,810		52,578
Capital One Financial Corp. (United States) Consumer Finance		745		51,211
JPMorgan Chase & Co. (United States) Other Diversified Financial Services		980		50,656
				271,334
INSURANCE - 4.3%
American International Group, Inc. (United States) Multi-line Insurance		1,030		50,089
				321,423
INDUSTRIALS - 20.0%
TRANSPORTATION - 9.6%
Kuehne + Nagel International AG (Switzerland) Marine		447		58,559
FedEx Corp. (United States) Air Freight & Logistics		459		52,376
				110,935
CAPITAL GOODS - 5.5%
CNH Industrial N.V. (Netherlands) (a) Construction & Farm Machinery & Heavy Trucks		5,014		64,307
COMMERCIAL & PROFESSIONAL SERVICES - 4.9%
Adecco SA (Switzerland) Human Resource & Employment Services		792		56,414
				231,656
CONSUMER DISCRETIONARY - 19.9%
AUTOMOBILES & COMPONENTS - 6.4%
Daimler AG (Germany) Automobile Manufacturers		944		73,609
CONSUMER DURABLES & APPAREL - 4.8%
Kering (France) Apparel, Accessories & Luxury Goods		250		56,115
MEDIA - 4.4%
DIRECTV (United States) (a) Cable & Satellite		850		50,787
RETAILING - 4.3%
Liberty Interactive Corp., Class A (United States) (a) Catalog Retail		2,140		50,226
				230,737

	Shares		Value
INFORMATION TECHNOLOGY - 19.1%
TECHNOLOGY HARDWARE & EQUIPMENT - 10.4%
Canon, Inc. (Japan) Office Electronics		2,209	$	70,325
TE Connectivity, Ltd. (Switzerland) Electronic Manufacturing Services		984		50,946
				121,271
SOFTWARE & SERVICES - 4.4%
Oracle Corp. (United States) Systems Software		1,535		50,916
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT - 4.3%
Intel Corp. (United States) Semiconductors		2,177		49,897
				222,084
HEALTH CARE - 4.5%
HEALTH CARE EQUIPMENT & SERVICES - 4.5%
Medtronic, Inc. (United States) Health Care Equipment		982		52,292
CONSUMER STAPLES - 3.8%
FOOD, BEVERAGE & TOBACCO - 3.8%
Diageo PLC (UK) Distillers & Vintners		1,391		44,262
TOTAL COMMON STOCKS - 95.0% (COST $895,517)				1,102,454
	Par Value		Value
SHORT TERM INVESTMENTS - 5.3%
REPURCHASE AGREEMENT - 5.3%
Fixed Income Clearing Corp. Repurchase Agreement, 0.00% dated 09/30/13 due 10/01/13, repurchase price $61,040, collateralized by a Federal National Mortgage Association Bond, 2.220%, due 12/27/22, value plus accrued interest of $62,263 (Cost: $61,040)		61,040		61,040
TOTAL SHORT TERM INVESTMENTS - 5.3% (COST $61,040)				61,040
TOTAL INVESTMENTS - 100.3% (COST $956,557)				1,163,494
Foreign Currencies (Cost $0) - 0.0% (b)				0	(c)
Liabilities In Excess of Other Assets - (0.3)%				(3,731	)
TOTAL NET ASSETS - 100.0%			$	1,159,763

(a)  Non-income producing security

(b)  Amount rounds to less than 0.1%.

(c)  Amount rounds to less than $1,000.

See accompanying Notes to Financial Statements.

28 THE OAKMARK FUNDS

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oakmark.com 29

Oakmark International Fund  September 30, 2013

Summary Information

VALUE OF A $10,000 INVESTMENT

Since Inception - 09/30/92 (Unaudited)

PERFORMANCE

				Average Annual Total Returns (as of 09/30/13)2
(Unaudited)	Total Return Last 3 Months			1-year			3-year			5-year			10-year			Since Inception (09/30/92)
Oakmark International Fund (Class I)		13.16	%		40.79	%		13.93	%		14.42	%		11.63	%		11.10	%
MSCI World ex U.S. Index		11.31	%		21.45	%		7.89	%		6.12	%		8.18	%		6.55	%
MSCI EAFE Index14		11.56	%		23.77	%		8.47	%		6.35	%		8.01	%		6.35	%
Lipper International Funds Index15		10.70	%		21.91	%		7.93	%		6.76	%		8.48	%		7.43	%

The graph and table above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

Past Performance is no guarantee of future results. Performance data quoted represents past performance. Current performance may be lower or higher than the performance data quoted. The investment return and principal value vary so that an investor's shares when redeemed may be worth more or less than the original cost. To obtain the most recent month-end performance, please visit oakmark.com.

TOP TEN EQUITY HOLDINGS5	% of Net Assets
Credit Suisse Group		5.0
Intesa Sanpaolo SPA		3.6
BNP Paribas SA		3.3
Allianz SE		3.3
Daimler AG		3.2
Canon, Inc.		2.9
Bayerische Motoren Werke (BMW) AG		2.7
Holcim, Ltd.		2.7
CNH Industrial N.V.		2.5
Lloyds Banking Group PLC		2.4
FUND STATISTICS
Ticker	OAKIX
Inception	09/30/92
Number of Equity Holdings	58
Net Assets	$24.3 billion
Benchmark	MSCI World ex U.S. Index
Weighted Average Market Cap	$49.9 billion
Median Market Cap	$27.9 billion
Portfolio Turnover (for the 12-months ended 09/30/13)	37%
Expense Ratio - Class I (as of 09/30/12)	1.06%
Expense Ratio - Class I (as of 09/30/13)	0.98%

SECTOR ALLOCATION	% of Net Assets
Financials		26.4
Consumer Discretionary		22.5
Industrials		15.6
Consumer Staples		11.6
Materials		7.5
Information Technology		7.4
Health Care		4.4
Short-Term Investments and Other		4.6
GEOGRAPHIC ALLOCATION
	% of Equity
Europe		77.7
Switzerland		17.7
UK		15.0
France*		13.6
Germany*		12.5
Netherlands*		8.4
Sweden		4.9
Italy*		3.8
Ireland*		1.8
	% of Equity
Asia		14.0
Japan		13.7
South Korea		0.3
Australasia		5.0
Australia		5.0
North America		2.0
Canada		2.0
Middle East		1.3
Isreal		1.3

*  Euro currency countries comprise 40.1% of equity investments

30 THE OAKMARK FUNDS

Oakmark International Fund  September 30, 2013

Portfolio Manager Commentary

David G. Herro, CFA

Portfolio Manager

oakix@oakmark.com

Robert A. Taylor, CFA

Portfolio Manager

oakix@oakmark.com

The Oakmark International Fund returned 41% for the fiscal year ended September 30, 2013, comparing favorably to the MSCI World ex U.S. Index¹³, which returned 21%. For the most recent quarter the Fund outperformed the MSCI World ex U.S. Index, returning 13% versus 11%. The Fund has returned an average of 11% per year since its inception in September 1992, outperforming the MSCI World ex U.S. Index, which has averaged 7% per year over the same period.

Daiwa Securities Group, Japan's second-largest broker, was the top contributor to performance over the past 12 months, returning 139%. As discussed in previous letters, Daiwa has benefitted from the Japanese stock market rally and the weakened yen that followed talks of economic reform. Daiwa's fiscal 2012 results were very strong: net operating revenues increased by 24% while operating costs decreased by 7%. The most recent quarterly numbers also exceeded our expectations. The retail business achieved operating margins around 50%, and the quarter's EBIT was more than half of what we estimated for Daiwa's entire fiscal year. Although Daiwa's stock price has almost tripled over the past year, we continue to believe the company's stock has significant upside and will remain a good investment for our shareholders.

Another top contributor was Lloyd's Banking Group, the dominant retail bank in the U.K., which returned 90% over the past twelve months. Over the past year Lloyd's has removed substantial amounts of risk from its balance sheet, and it is disposing of its non-core assets ahead of expectations. Lloyd's is projected to have less than 70 billion pounds in non-core assets and a Core Tier 1 of greater than 10% by the end of 2013, a year ahead of previous guidance. During the first half of 2013, Lloyd's core expenses were down 3%, compared to the first half of 2012, and management anticipates further cost savings. Lloyd's loan book quality has also improved due to a decline in non-performing loans. We are encouraged by Lloyd's strengthening balance sheet and believe it is well positioned for the future.

The largest detractor from performance over the past twelve months was Orica, an Australian mining-services company, which declined 24%. Shares reacted negatively to the news that the company's net profit in fiscal year 2013 would not meet expectations. Much of this was due to macro weakness and a weaker commodity environment, but numerous isolated incidents also contributed. Minova, the company's ground support business, which generated A$109m in EBIT last year, is only expected to breakeven on an EBIT basis due to restructuring, two isolated customer issues and a dispute with a supplier. Indonesia operations will suffer due to two large customers temporarily suspending operations, as well as a more difficult competitive environment. Finally, slower than expected growth will impact the Australian business. We believe many of these issues are one-off in nature and are likely to reverse next year. Synergy gains from integrating Minova with the rest of the business,

continued growth in Australia, and weakening of the Australian dollar should significantly boost Orica's earnings growth in fiscal year 2014.

There was a lot of portfolio activity during the past quarter—we sold our positions in ASSA ABLOY, Amcor, Bank of Ireland, Grupo Televisa and Roche. We added four new names to the Fund: Pernod Ricard, the second largest worldwide producer of spirits; Samsung Electronics, a consumer and industrial electronics manufacturer; Sanofi, a pharmaceutical company; and WPP, a leading advertising and communications services company.

Geographically we ended the quarter with 78% of our holdings in Europe, 14% in Japan and 5% in Australia. The remaining positions are in North America (Canada), South Korea and the Middle East (Israel).

We continue to believe some global currencies are overvalued. As a result, we defensively hedge a portion of the Fund's currency exposure. Approximately 35% of the Australian dollar, 29% of the Swedish krona, 24% of the Swiss franc and 7% of the Japanese yen were hedged at quarter-end

We continue to adhere to a long-term value philosophy that has enabled us to build a portfolio of high quality names trading at discounts to our estimate of intrinsic value. We thank you, our shareholders, for your continued support.

oakmark.com 31

Oakmark International Fund  September 30, 2013

Schedule of Investments (in thousands)

	Shares		Value
COMMON STOCKS - 95.4%
FINANCIALS - 26.4%
BANKS - 9.4%
Intesa Sanpaolo SPA (Italy) Diversified Banks		421,326	$	869,237
BNP Paribas SA (France) Diversified Banks		11,958		808,896
Lloyds Banking Group PLC (UK) (a) Diversified Banks		495,597		590,349
				2,268,482
DIVERSIFIED FINANCIALS - 9.1%
Credit Suisse Group (Switzerland) Diversified Capital Markets		40,046		1,223,065
Daiwa Securities Group, Inc. (Japan) Investment Banking & Brokerage		62,492		559,469
Schroders PLC (UK) Asset Management & Custody Banks		10,099		421,148
Schroders PLC, Non-Voting (UK) Asset Management & Custody Banks		31		1,095
				2,204,777
INSURANCE - 7.9%
Allianz SE (Germany) Multi-line Insurance		5,105		802,528
AMP, Ltd. (Australia) Life & Health Insurance		135,258		581,698
Willis Group Holdings PLC (UK) (b) Insurance Brokers		12,505		541,829
				1,926,055
				6,399,314
CONSUMER DISCRETIONARY - 22.5%
AUTOMOBILES & COMPONENTS - 10.6%
Daimler AG (Germany) Automobile Manufacturers		9,930		774,040
Bayerische Motoren Werke (BMW) AG (Germany) Automobile Manufacturers		6,179		664,289
Honda Motor Co., Ltd. (Japan) Automobile Manufacturers		14,279		542,553
Toyota Motor Corp. (Japan) Automobile Manufacturers		6,818		434,891
Continental AG (Germany) Auto Parts & Equipment		965		163,647
				2,579,420

	Shares		Value
CONSUMER DURABLES & APPAREL - 6.0%
Kering (France) Apparel, Accessories & Luxury Goods		2,273	$	509,482
Cie Financiere Richemont SA (Switzerland) Apparel, Accessories & Luxury Goods		3,978		398,526
LVMH Moet Hennessy Louis Vuitton SA (France) Apparel, Accessories & Luxury Goods		1,687		332,198
Christian Dior SA (France) Apparel, Accessories & Luxury Goods		1,098		215,359
				1,455,565
MEDIA - 3.6%
Thomson Reuters Corp. (Canada) Publishing		12,916		451,666
Publicis Groupe SA (France) Advertising		4,026		320,372
WPP PLC (UK) Advertising		4,164		85,610
				857,648
RETAILING - 2.3%
Hennes & Mauritz AB (H&M) - Class B (Sweden) Apparel Retail		10,626		461,481
Signet Jewelers, Ltd. (UK) Specialty Stores		1,358		97,322
				558,803
				5,451,436
INDUSTRIALS - 15.6%
CAPITAL GOODS - 9.0%
CNH Industrial N.V. (Netherlands) (a) Construction & Farm Machinery & Heavy Trucks		46,633		598,065
Koninklijke Philips NV (Netherlands) Industrial Conglomerates		12,134		391,193
Smiths Group PLC (UK) Industrial Conglomerates		17,025		385,583
Atlas Copco AB, Series B (Sweden) Industrial Machinery		13,913		367,586
SKF AB (Sweden) Industrial Machinery		10,644		296,302
FANUC Corp. (Japan) Industrial Machinery		364		60,011
Wolseley PLC (UK) Trading Companies & Distributors		1,049		54,298
Geberit AG (Switzerland) Building Products		94		25,437
				2,178,475

See accompanying Notes to Financial Statements.

32 THE OAKMARK FUNDS

Oakmark International Fund  September 30, 2013

Schedule of Investments (in thousands) (continued)

	Shares		Value
COMMON STOCKS - 95.4% (continued)
COMMERCIAL & PROFESSIONAL SERVICES - 4.4%
Adecco SA (Switzerland) Human Resource & Employment Services		6,634	$	472,388
Experian Group, Ltd. (Ireland) Research & Consulting Services		22,119		421,460
Secom Co., Ltd. (Japan) Security & Alarm Services		1,495		93,398
Meitec Corp. (Japan) (b) Research & Consulting Services		2,805		80,693
				1,067,939
TRANSPORTATION - 2.2%
Kuehne + Nagel International AG (Switzerland) Marine		4,154		544,365
				3,790,779
CONSUMER STAPLES - 11.6%
FOOD, BEVERAGE & TOBACCO - 8.5%
Nestle SA (Switzerland) Packaged Foods & Meats		7,209		504,223
Diageo PLC (UK) Distillers & Vintners		14,344		456,303
Pernod Ricard SA (France) Distillers & Vintners		3,554		441,317
Danone SA (France) Packaged Foods & Meats		5,801		436,656
Heineken Holdings NV (Netherlands) Brewers		3,538		223,768
				2,062,267
FOOD & STAPLES RETAILING - 3.1%
Tesco PLC (UK) Food Retail		83,284		484,033
Koninklijke Ahold NV (Netherlands) Food Retail		15,297		264,989
				749,022
				2,811,289
MATERIALS - 7.5%
Holcim, Ltd. (Switzerland) Construction Materials		8,749		651,114
Orica, Ltd. (Australia) (b) Commodity Chemicals		30,592		572,490
Akzo Nobel NV (Netherlands) Diversified Chemicals		7,245		476,114
Givaudan SA (Switzerland) Specialty Chemicals		77		113,059
				1,812,777

	Shares		Value
INFORMATION TECHNOLOGY - 7.4%
TECHNOLOGY HARDWARE & EQUIPMENT - 3.5%
Canon, Inc. (Japan) Office Electronics		22,414	$	713,714
OMRON Corp. (Japan) (b) Electronic Components		3,755		135,431
				849,145
SOFTWARE & SERVICES - 3.2%
SAP AG (Germany) Application Software		6,572		486,038
Check Point Software Technologies, Ltd. (Israel) (a) Systems Software		5,445		307,952
				793,990
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT - 0.7%
ROHM Co., Ltd. (Japan) (b) Semiconductors		2,546		104,396
Samsung Electronics Co., Ltd. (South Korea) Semiconductors		48		60,675
				165,071
				1,808,206
HEALTH CARE - 4.4%
PHARMACEUTICALS, BIOTECHNOLOGY & LIFE SCIENCES - 2.5%
GlaxoSmithKline PLC (UK) Pharmaceuticals		14,244		359,151
Novartis AG (Switzerland) Pharmaceuticals		2,251		173,014
Sanofi (France) Pharmaceuticals		846		85,774
				617,939
HEALTH CARE EQUIPMENT & SERVICES - 1.9%
Olympus Corp. (Japan) (a) Health Care Equipment		14,986		454,783
				1,072,722
TOTAL COMMON STOCKS - 95.4% (COST $19,061,734)				23,146,523

See accompanying Notes to Financial Statements.

oakmark.com 33

Oakmark International Fund  September 30, 2013

Schedule of Investments (in thousands) (continued)

	Par Value		Value
SHORT TERM INVESTMENTS - 3.8%
REPURCHASE AGREEMENT - 3.0%
Fixed Income Clearing Corp. Repurchase Agreement, 0.00% dated 09/30/13 due 10/01/13, repurchase price $733,729, collateralized by Federal Home Loan Mortgage Corp. Bonds, 1.250% - 2.500%, due 07/30/19 - 11/15/19, aggregate value plus accrued interest of $611,283, by a Federal National Mortgage Association Bond, 0.875%, due 05/21/18, value plus accrued interest of $3,475, by a United States Treasury Bond, 3.125%, due 05/15/19, value plus accrued interest of $133,647 (Cost: $733,729)		733,729	$	733,729
U.S. GOVERNMENT BILLS - 0.8%
United States Treasury Bill (Cost: $199,990)		200,000		199,995
TOTAL SHORT TERM INVESTMENTS - 3.8% (COST $933,719)				933,724
TOTAL INVESTMENTS - 99.2% (COST $19,995,453)				24,080,247
Foreign Currencies (Cost $831) - 0.0% (c)				832
Other Assets In Excess of Liabilities - 0.8%				191,753
TOTAL NET ASSETS - 100.0%			$	24,272,832

(a)  Non-income producing security

(b)  See Note 5 in the Notes to the Financial Statements regarding investments in affiliated issuers.

(c)  Amount rounds to less than 0.1%.

See accompanying Notes to Financial Statements.

34 THE OAKMARK FUNDS

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oakmark.com 35

Oakmark International Small Cap Fund  September 30, 2013

Summary Information

VALUE OF A $10,000 INVESTMENT

Since 09/30/03 (Unaudited)

PERFORMANCE

				Average Annual Total Returns (as of 09/30/13)2
(Unaudited)	Total Return Last 3 Months			1-year			3-year			5-year			10-year			Since Inception (11/01/95)
Oakmark International Small Cap Fund (Class I)		15.34	%		34.42	%		10.74	%		12.61	%		11.90	%		10.82	%
MSCI World ex U.S. Small Cap Index		14.97	%		24.75	%		9.92	%		11.06	%		10.15	%		N/A
MSCI World ex U.S. Index13		11.31	%		21.45	%		7.89	%		6.12	%		8.18	%		5.65	%
Lipper International Small Cap Funds Index17		12.54	%		27.26	%		11.20	%		11.47	%		11.64	%		N/A

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

Past performance is no guarantee of future results. Performance data quoted represents past performance. Current performance may be lower or higher than the performance data quoted. The investment return and principal value vary so that an investor's shares when redeemed may be worth more or less than the original cost. The performance of the Fund does not reflect the 2% redemption fee imposed on shares redeemed within 90 days of purchase. To obtain the most recent month-end performance data, visit oakmark.com.

TOP TEN EQUITY HOLDINGS5	% of Net Assets
Julius Baer Group, Ltd.		4.1
Atea ASA		2.8
Altran Technologies SA		2.7
Goodman Fielder, Ltd.		2.7
Alten, Ltd.		2.6
Kaba Holding AG		2.5
Premier Farnell PLC		2.5
Rheinmetall AG		2.5
Incitec Pivot, Ltd.		2.4
BS Financial Group, Inc.		2.3
FUND STATISTICS
Ticker	OAKEX
Inception	11/01/95
Number of Equity Holdings	60
Net Assets	$2.3 billion
Benchmark	MSCI World ex U.S. Small Cap Index
Weighted Average Market Cap	$2.9 billion
Median Market Cap	$1.9 billion
Portfolio Turnover (for the 12-months ended 09/30/13)	50%
Expense Ratio - Class I (as of 09/30/12)	1.41%
Expense Ratio - Class I (as of 09/30/13)	1.35%

SECTOR ALLOCATION	% of Net Assets
Industrials		28.9
Information Technology		18.4
Consumer Discretionary		14.3
Financials		12.3
Materials		7.2
Consumer Staples		6.9
Energy		3.3
Health Care		2.6
Short-Term Investments and Other		6.1
GEOGRAPHIC ALLOCATION
	% of Equity
Europe		60.9
UK		15.1
Switzerland		14.5
France*		8.9
Italy*		5.8
Germany*		4.4
Netherlands*		3.6
Norway		3.0
Finland*		2.0
Greece*		1.7
Denmark		1.7
Sweden		0.2
	% of Equity
Asia		23.2
Japan		16.3
South Korea		4.9
Hong Kong		2.0
Australasia		11.2
Australia		10.0
New Zealand		1.2
Middle East		2.0
Isreal		2.0
North America		1.8
US		1.5
Canada		0.3
Latin America		0.9
Brazil		0.9

*  Euro currency countries comprise 26.4% of equity investments

36 THE OAKMARK FUNDS

Oakmark International Small Cap Fund  September 30, 2013

Portfolio Manager Commentary

David G. Herro, CFA

Portfolio Manager

oakex@oakmark.com

Michael L. Manelli, CFA

Portfolio Manager

oakex@oakmark.com

The Oakmark International Small Cap Fund returned 15.3% for the quarter ended September 30, 2013, in line with a 15.0% return from the MSCI World ex U.S. Small Cap Index¹⁶. For the fiscal year ended September 30, the Fund returned 34%, significantly outperforming the MSCI World ex U.S. Small Cap Index, which returned 25%.

The top-performing stock for the one-year period and a strong contributor for the recent quarter was LSL Property Services, one of the U.K.'s largest residential estate agency and property appraisal companies. There is increasing optimism in the U.K. over a potential recovery in the residential housing market, where transactions are off nearly 60% since the '06 peak. In early 2014, the U.K. government is expected to implement its "help to buy" program. Although other government programs have been implemented in the past to support the residential housing market, "help to buy" appears to be different because of its large scale and because it will benefit purchasers of existing homes, as opposed to previous programs that targeted new homes. Even though the program is not yet in effect, banks seem increasingly willing to make mortgage loans, as reflected in the double-digit year-over-year increase in mortgage approvals in May and June. We believe the U.K. residential market is in the early stages of recovery and that LSL will be one of the biggest beneficiaries of this trend.

The weakening yen and market rally in Japan benefitted Yamaha Motor, another top performer in the Fund for fiscal year 2013. Yamaha is a world leader in producing motorcycles and recreational vehicles, and it also produces motor vehicle engines for Toyota Motor Corp. and Ford Motor Co. The company's specialty products include motor boats, snowmobiles, golf carts and electric power generators. Yamaha sells its products globally, including in Japan, North America, Europe, Asia and South America. Yamaha's first-quarter financial statements showed that its best results came from its marine segment, driven by all product areas: outboard motors, personal watercraft, boats and parts. The company's core motorcycles unit produced the weakest performance. However, we believe positive trends are emerging, including a stabilizing Indonesian market, as evidenced by a growth in Yamaha's Asian motorcycle sales and improved sales volumes month over month.

Incitec Pivot was the largest detractor from performance for the fiscal year and also a detractor for the quarter. Incitec supplies mining explosives products and services in Australasia and North America, and it is also Australia's largest fertilizer distributor and only phosphate fertilizer manufacturer. Fertilizer prices fell significantly over the period, which caused investors to lower earnings estimates for the company. However, we believe this simply reflects a move towards a more normal pricing environment. Also, in July, Incitec experienced a production outage at its Phosphate Hill ammonia plant. Management indicated that the outage would reduce production of ammonium

phosphates during the second half of the year, estimating an earnings impact around $23.5 million (USD) after tax. This setback, combined with a production disruption at the new Moranbah explosives plant, caused investors to worry about near-term consequences for the company. Although these issues occurred in close succession, we believe that both were one-off events and that the company resolved them relatively quickly. Based on our research and discussions with management, we believe that outside of the difficulties at these two plants, the rest of Incitec's plants are operating well. The company is enacting a number of improvements that should help prevent such problems in the future, including changes of operations management and in the way that the engineering and operations groups interact. We remain confident in Incitec Pivot's management team, and we continue to believe that this investment will reward shareholders in the long term.

Four new securities were added to the Fund this quarter. From Brazil, Totvs, a developer and marketer of software solutions; Wajax, a Canadian multiline distributor active in the sale and service of mobile equipment, power systems and industrial components; Italy-based Davide Campari, the sixth largest spirits company in the world; and Sulzer, a Swiss company specializing in industrial machinery and equipment, surface technology and rotating equipment maintenance. We sold Britvic, Konica Minolta and Ichiyoshi Securities during the quarter.

Geographically we ended the quarter with 23% of our holdings in Asia, 61% in Europe and 11% in Australasia. The remaining positions are in North America, Latin America and the Middle East.

Because we continue to believe that some global currencies are over-valued, we maintained hedge positions on five currency exposures. At the recent quarter end, we had hedged 35% of the Fund's Australian dollar, 51% of the Norwegian krone, 25% of the Swiss franc, 7% of the Japanese yen and 30% of the Swedish krona exposures.

We believe the Fund is positioned to perform well in a variety of market climates. Thank you for investing alongside us.

oakmark.com 37

Oakmark International Small Cap Fund  September 30, 2013

Schedule of Investments (in thousands)

	Shares		Value
COMMON STOCKS - 93.9%
INDUSTRIALS - 28.9%
CAPITAL GOODS - 14.8%
Rheinmetall AG (Germany) Industrial Conglomerates		981	$	56,369
Konecranes OYJ (Finland) Industrial Machinery		1,244		41,875
Morgan Advanced Materials PLC (UK) Industrial Machinery		8,181		41,215
Prysmian SpA (Italy) Electrical Components & Equipment		1,625		39,791
Saft Groupe SA (France) (b) Electrical Components & Equipment		1,340		36,977
Interpump Group SpA (Italy) Industrial Machinery		3,220		35,005
Travis Perkins PLC (UK) Trading Companies & Distributors		1,203		32,145
Bucher Industries AG (Switzerland) Construction & Farm Machinery & Heavy Trucks		109		27,906
NORMA Group SE (Germany) Industrial Machinery		181		8,721
Sulzer AG (Switzerland) Industrial Machinery		54		8,287
Wajax Corp. (Canada) Trading Companies & Distributors		151		5,485
				333,776
COMMERCIAL & PROFESSIONAL SERVICES - 8.7%
Kaba Holding AG (Switzerland) Security & Alarm Services		130		57,500
Michael Page International PLC (UK) Human Resource & Employment Services		5,722		45,603
gategroup Holding AG (Switzerland) (a) (b) Diversified Support Services		1,640		41,984
Randstad Holding N.V. (Netherlands) Human Resource & Employment Services		566		31,883
SThree PLC (UK) Human Resource & Employment Services		2,841		16,351
Cision AB (Sweden) Research & Consulting Services		628		3,663
				196,984
TRANSPORTATION - 5.4%
DSV AS (Denmark) Trucking		1,294		36,706
Panalpina Welttransport Holding AG (Switzerland) Air Freight & Logistics		225		33,177
BBA Aviation PLC (UK) Airport Services		5,374		26,533
Freightways, Ltd. (New Zealand) Air Freight & Logistics		7,133		25,001
				121,417
				652,177

	Shares		Value
INFORMATION TECHNOLOGY - 18.4%
SOFTWARE & SERVICES - 12.2%
Atea ASA (Norway) (b) IT Consulting & Other Services		6,039	$	63,525
Altran Technologies SA (France) (a) IT Consulting & Other Services		7,533		61,964
Alten, Ltd. (France) IT Consulting & Other Services		1,384		59,252
Capcom Co., Ltd. (Japan) Home Entertainment Software		2,543		48,839
Square Enix Holdings Co., Ltd. (Japan) Home Entertainment Software		1,492		23,603
Totvs SA (Brazil) Systems Software		1,105		18,688
				275,871
TECHNOLOGY HARDWARE & EQUIPMENT - 6.2%
Premier Farnell PLC (UK) Technology Distributors		16,156		56,810
Orbotech, Ltd. (Israel) (a) (b) Electronic Equipment & Instruments		3,501		41,972
Hirose Electric Co., Ltd. (Japan) Electronic Components		269		41,184
				139,966
				415,837
CONSUMER DISCRETIONARY - 14.3%
AUTOMOBILES & COMPONENTS - 6.0%
Nifco, Inc. (Japan) Auto Parts & Equipment		1,899		50,705
Yamaha Motor Co., Ltd. (Japan) Motorcycle Manufacturers		2,868		41,837
Autoliv, Inc. (United States) Auto Parts & Equipment		364		31,801
Takata Corp. (Japan) Auto Parts & Equipment		447		11,220
				135,563
RETAILING - 5.5%
Myer Holdings, Ltd. (Australia) Department Stores		20,527		49,980
Hengdeli Holdings, Ltd. (Hong Kong) Specialty Stores		174,132		41,760
Carpetright PLC (UK) (a) Home Improvement Retail		3,168		33,262
				125,002
MEDIA - 1.7%
Asatsu-DK, Inc. (Japan) Advertising		1,405		38,022
CONSUMER DURABLES & APPAREL—1.1%
Vitec Group PLC (UK) (b) Photographic Products		2,213		24,417
				323,004

See accompanying Notes to Financial Statements.

38 THE OAKMARK FUNDS

Oakmark International Small Cap Fund  September 30, 2013

Schedule of Investments (in thousands) (continued)

	Shares		Value
COMMON STOCKS - 93.9% (continued)
FINANCIALS - 12.3%
DIVERSIFIED FINANCIALS - 5.7%
Julius Baer Group, Ltd. (Switzerland) Asset Management & Custody Banks		2,004	$	93,508
MLP AG (Germany) Asset Management & Custody Banks		4,568		29,235
Azimut Holding SPA (Italy) Asset Management & Custody Banks		262		5,989
				128,732
BANKS - 4.6%
BS Financial Group, Inc. (South Korea) Regional Banks		3,532		52,748
DGB Financial Group, Inc. (South Korea) Regional Banks		3,392		51,135
				103,883
REAL ESTATE - 2.0%
LSL Property Services PLC (UK) (b) Real Estate Services		5,974		44,805
				277,420
MATERIALS - 7.2%
Incitec Pivot, Ltd. (Australia) Diversified Chemicals		22,019		55,257
Kansai Paint Co., Ltd. (Japan) Specialty Chemicals		2,780		36,829
Titan Cement Co. SA (Greece) (a) Construction Materials		1,460		36,353
Sika AG (Switzerland) Specialty Chemicals		9		26,962
Taiyo Holdings Co., Ltd. (Japan) Specialty Chemicals		129		4,009
Nihon Parkerizing Co., Ltd. (Japan) Specialty Chemicals		179		3,646
				163,056
CONSUMER STAPLES - 6.9%
FOOD, BEVERAGE & TOBACCO - 4.9%
Goodman Fielder, Ltd. (Australia) Packaged Foods & Meats		91,323		60,489
Treasury Wine Estates, Ltd. (Australia) Distillers & Vintners		9,637		39,737
Davide Campari-Milano SPA (Italy) Distillers & Vintners		1,098		9,521
				109,747
FOOD & STAPLES RETAILING - 2.0%
Sugi Holdings Co., Ltd. (Japan) Drug Retail		1,069		45,777
				155,524

	Shares		Value
ENERGY - 3.3%
Fugro NV (Netherlands) Oil & Gas Equipment & Services		732	$	44,657
CGG (France) (a) Oil & Gas Equipment & Services		1,307		30,126
				74,783
HEALTH CARE - 2.6%
HEALTH CARE EQUIPMENT & SERVICES - 1.8%
Amplifon S.p.A. (Italy) Health Care Distributors		5,790		31,632
Primary Health Care, Ltd. (Australia) Health Care Services		1,763		7,925
				39,557
PHARMACEUTICALS, BIOTECHNOLOGY & LIFE SCIENCES - 0.8%
Tecan Group AG (Switzerland) Life Sciences Tools & Services		173		18,279
				57,836
TOTAL COMMON STOCKS - 93.9% (COST $1,748,485)				2,119,637
	Par Value		Value
SHORT TERM INVESTMENTS - 5.4%
REPURCHASE AGREEMENT - 5.4%
Fixed Income Clearing Corp. Repurchase Agreement, 0.00% dated 09/30/13 due 10/01/13, repurchase price $121,791, collateralized by a Federal National Mortgage Association Bond, 2.220%, due 12/27/22, value plus accrued interest of $124,229 (Cost: $121,791)		121,791		121,791
TOTAL SHORT TERM INVESTMENTS - 5.4% (COST $121,791)				121,791
TOTAL INVESTMENTS - 99.3% (COST $1,870,276)				2,241,428
Foreign Currencies (Cost $0) - 0.0% (c)				0	(d)
Other Assets In Excess of Liabilities - 0.7%				16,154
TOTAL NET ASSETS - 100.0%			$	2,257,582

(a)  Non-income producing security

(b)  See Note 5 in the Notes to the Financial Statements regarding investments in affiliated issuers.

(c)  Amount rounds to less than 0.1%.

(d)  Amount rounds to less than $1,000.

See accompanying Notes to Financial Statements.

oakmark.com 39

The Oakmark Funds

Statements of Assets and Liabilities—September 30, 2013

(in thousands except per share amounts)

	Oakmark Fund		Oakmark Select Fund			Oakmark Equity and Income Fund			Oakmark Global Fund
Assets
Investments in unaffiliated securities, at value (a)	$	10,507,476	$	3,935,896		$	19,148,173		$	2,948,681
Investments in affiliated securities, at value (b)		0		0			261,705			0
Foreign currency, at value (c)		0		0			0	(d)		0	(d)
Receivable for:
Securities sold		29,601		17,786			11,428			16,290
Fund shares sold		36,401		8,251			23,802			5,122
Dividends and interest from unaffiliated securities (Net of foreign tax withheld)		7,527		1,815			40,283			2,892
Dividends and interest from affiliated securities (Net of foreign tax withheld)		0		0			0			0
Forward foreign currency contracts		0		0			0			279
Tax reclaim from unaffiliated securities		0		0			3,207			783
Total receivables		73,529		27,852			78,720			25,366
Other assets		1		1			2			1
Total assets		10,581,006		3,963,749			19,488,600			2,974,048
Liabilities and Net Assets
Payable for:
Securities purchased		66,778		0			11,951			48,304
Fund shares redeemed		7,251		1,980			36,021			4,974
Forward foreign currency contracts		0		0			0			0
Investment advisory fee		667		287			1,075			220
Other shareholder servicing fees		1,066		314			2,863			276
Transfer and dividend disbursing agent fees		373		170			312			169
Trustee fees		2		2			3			2
Deferred trustee compensation		1,192		1,050			1,026			497
Other		852		324			1,412			293
Total liabilities		78,181		4,127			54,663			54,735
Net assets applicable to Fund shares outstanding	$	10,502,825	$	3,959,622		$	19,433,937		$	2,919,313
Analysis of Net Assets
Paid in capital	$	6,712,629	$	2,268,609		$	12,883,006		$	2,193,313
Accumulated undistributed net realized gain (loss) on investments, forward contracts, short sales and foreign currency transactions		525,845		245,352			1,580,225			6,064
Net unrealized appreciation on investments, forward contracts, and foreign currency translation		3,219,806		1,444,716			4,884,262			669,859
Accumulated undistributed net investment income (Distributions in excess of net investment income)		44,545		945			86,444			50,077
Net assets applicable to Fund shares outstanding	$	10,502,825	$	3,959,622		$	19,433,937		$	2,919,313
Price of Shares
Net asset value, offering and redemption price per share: Class I	$	59.73	$	37.74		$	33.06		$	29.70
Class I—Net assets	$	10,409,043	$	3,944,616		$	18,222,514		$	2,880,414
Class I—Shares outstanding (Unlimited shares authorized)		174,280		104,522			551,172			96,978
Net asset value, offering and redemption price per share: Class II	$	59.58	$	37.50	(e)	$	32.83		$	28.98	(e)
Class II—Net assets	$	93,782	$	15,006		$	1,211,423		$	38,899
Class II—Shares outstanding (Unlimited shares authorized)		1,574		400			36,902			1,342
(a) Identified cost of investments in unaffiliated securities	$	7,287,672	$	2,491,182		$	14,320,852		$	2,279,174
(b) Identified cost of investments in affiliated securities		0		0			204,772			0
(c) Identified cost of foreign currency		0		0			0	(d)		0	(d)
(d) Amount rounds to less than $1,000.
(e) Net assets have been rounded for presentation purposes. The net asset value per share is as reported on September 30, 2013.

See accompanying Notes to Financial Statements.

40 THE OAKMARK FUNDS

	Oakmark Global Select Fund			Oakmark International Fund		Oakmark International Small Cap Fund
Assets
Investments in unaffiliated securities, at value (a)	$	1,163,494		$	22,885,236	$	1,987,748
Investments in affiliated securities, at value (b)		0			1,195,011		253,680
Foreign currency, at value (c)		0	(d)		832		0	(d)
Receivable for:
Securities sold		3			101,386		3,475
Fund shares sold		4,640			210,529		4,159
Dividends and interest from unaffiliated securities (Net of foreign tax withheld)		1,340			36,763		8,414
Dividends and interest from affiliated securities (Net of foreign tax withheld)		0			4,336		319
Forward foreign currency contracts		0			11,194		7,389
Tax reclaim from unaffiliated securities		501			10,477		785
Total receivables		6,484			374,685		24,541
Other assets		1			1		1
Total assets		1,169,979			24,455,765		2,265,970
Liabilities and Net Assets
Payable for:
Securities purchased		8,044			159,377		5,661
Fund shares redeemed		583			14,973		1,339
Forward foreign currency contracts		1,149			0		0
Investment advisory fee		86			1,467		193
Other shareholder servicing fees		85			2,596		281
Transfer and dividend disbursing agent fees		81			477		113
Trustee fees		1			3		1
Deferred trustee compensation		16			828		476
Other		171			3,212		324
Total liabilities		10,216			182,933		8,388
Net assets applicable to Fund shares outstanding	$	1,159,763		$	24,272,832	$	2,257,582
Analysis of Net Assets
Paid in capital	$	923,013		$	19,819,353	$	1,859,494
Accumulated undistributed net realized gain (loss) on investments, forward contracts, short sales and foreign currency transactions		20,419			3,466		(33,682	)
Net unrealized appreciation on investments, forward contracts, and foreign currency translation		205,841			4,097,297		378,584
Accumulated undistributed net investment income (Distributions in excess of net investment income)		10,490			352,716		53,186
Net assets applicable to Fund shares outstanding	$	1,159,763		$	24,272,832	$	2,257,582
Price of Shares
Net asset value, offering and redemption price per share: Class I	$	15.71		$	25.89	$	17.29
Class I—Net assets	$	1,159,763		$	23,885,956	$	2,254,113
Class I—Shares outstanding (Unlimited shares authorized)		73,807			922,633		130,355
Net asset value, offering and redemption price per share: Class II	$	0		$	25.98	$	17.17
Class II—Net assets	$	0		$	386,876	$	3,469
Class II—Shares outstanding (Unlimited shares authorized)		0			14,894		202
(a) Identified cost of investments in unaffiliated securities	$	956,557		$	18,737,110	$	1,653,797
(b) Identified cost of investments in affiliated securities		0			1,258,343		216,479
(c) Identified cost of foreign currency		0	(d)		831		0	(d)
(d) Amount rounds to less than $1,000.
(e) Net assets have been rounded for presentation purposes. The net asset value per share is as reported on September 30, 2013.

oakmark.com 41

The Oakmark Funds

Statements of Operations—For the Year Ended September 30, 2013

(in thousands)

	Oakmark Fund			Oakmark Select Fund			Oakmark Equity and Income Fund			Oakmark Global Fund
Investment Income:
Dividends from unaffiliated securities	$	150,671		$	40,362		$	225,350		$	46,663
Dividends from affiliated securities		0			0			13,366			0
Interest income from unaffiliated securities		227			94			80,016			318
Interest income from affiliated securities		0			0			676			0
Security lending income		0			229			1,756			638
Foreign taxes withheld		(565	)		(591	)		(6,184	)		(2,315	)
Total investment income		150,333			40,094			314,980			45,304
Expenses:
Investment advisory fee		70,263			31,651			126,059			23,346
Transfer and dividend disbursing agent fees		1,316			602			1,160			608
Other shareholder servicing fees		8,297			2,563			16,377			1,953
Service fee—Class II		145			34			3,243			87
Reports to shareholders		653			293			886			172
Custody and accounting fees		505			228			1,259			502
Trustees fees		566			431			676			273
Legal fees		89			61			163			54
Audit fees		50			26			66			50
Other		860			362			466			301
Total expenses		82,744			36,251			150,355			27,346
Net Investment Income	$	67,589		$	3,843		$	164,625		$	17,958
Net realized and unrealized gain (loss):
Net realized gain (loss) on:
Unaffiliated investments	$	551,385		$	275,793		$	1,381,246		$	141,867
Affiliated investments		0			0			291,375			0
Unaffiliated in-kind transactions		0			0			14,517			38,483
Affiliated in-kind transactions		0			0			1,941			0
Securities sold short		219			0			0			0
Forward foreign currency contracts		0			0			0			53,014
Foreign currency transactions		10			10			(375	)		(997	)
Net realized gain		551,614			275,803			1,688,704			232,367
Net change in unrealized appreciation (depreciation) on:
Unaffiliated investments		1,432,253			601,830			1,218,320			538,495
Affiliated investments		0			0			(1,900	)		0
Forward foreign currency contracts		0			0			0			(2,837	)
Foreign currency translation		8			8			(16	)		85
Net change in unrealized appreciation (depreciation)		1,432,261			601,838			1,216,404			535,743
Net realized and unrealized gain		1,983,875			877,641			2,905,108			768,110
Net increase in net assets resulting from operations	$	2,051,464		$	881,484		$	3,069,733		$	786,068

See accompanying Notes to Financial Statements.

42 THE OAKMARK FUNDS

	Oakmark Global Select Fund			Oakmark International Fund			Oakmark International Small Cap Fund
Investment Income:
Dividends from unaffiliated securities	$	18,397		$	376,608		$	41,177
Dividends from affiliated securities		0			30,727			8,180
Interest income from unaffiliated securities		15			1,749			25
Interest income from affiliated securities		0			0			0
Security lending income		394			10,607			1,085
Foreign taxes withheld		(1,354	)		(33,540	)		(3,884	)
Total investment income		17,452			386,151			46,583
Expenses:
Investment advisory fee		7,754			122,041			19,978
Transfer and dividend disbursing agent fees		240			1,606			374
Other shareholder servicing fees		553			15,944			2,411
Service fee—Class II		0			771			7
Reports to shareholders		62			1,220			217
Custody and accounting fees		172			4,656			707
Trustees fees		126			527			258
Legal fees		45			117			51
Audit fees		27			118			59
Other		292			2,207			312
Total expenses		9,271			149,207			24,374
Net Investment Income	$	8,181		$	236,944		$	22,209
Net realized and unrealized gain (loss):
Net realized gain (loss) on:
Unaffiliated investments	$	41,629		$	765,259		$	100,351
Affiliated investments		0			(26,074	)		(18,120	)
Unaffiliated in-kind transactions		0			11,023			0
Affiliated in-kind transactions		0			453			0
Securities sold short		0			0			0
Forward foreign currency contracts		7,365			158,774			22,826
Foreign currency transactions		(271	)		(4,367	)		(888	)
Net realized gain		48,723			905,068			104,169
Net change in unrealized appreciation (depreciation) on:
Unaffiliated investments		185,726			3,713,844			359,233
Affiliated investments		0			(42,672	)		46,422
Forward foreign currency contracts		(2,240	)		(4,590	)		8,397
Foreign currency translation		46			1,549			90
Net change in unrealized appreciation (depreciation)		183,532			3,668,131			414,142
Net realized and unrealized gain		232,255			4,573,199			518,311
Net increase in net assets resulting from operations	$	240,436		$	4,810,143		$	540,520

oakmark.com 43

The Oakmark Funds

Statements of Changes in Net Assets

(in thousands)

	Oakmark Fund
	Year Ended September 30, 2013			Year Ended September 30, 2012
From Operations:
Net investment income	$	67,589		$	46,110
Net realized gain (loss)		551,614			258,699
Net change in unrealized appreciation (depreciation)		1,432,261			1,129,564
Net increase in net assets from operations		2,051,464			1,434,373
Distributions to shareholders from:
Net investment income—Class I		(54,716	)		(41,986	)
Net investment income—Class II		(236	)		(145	)
Net realized gain—Class I		(218,081	)		0
Net realized gain—Class II		(1,251	)		0
Total distributions to shareholders		(274,284	)		(42,131	)
From Fund share transactions:
Proceeds from shares sold—Class I		3,641,054			1,845,468
Proceeds from shares sold—Class II		59,463			15,122
Reinvestment of distributions—Class I		253,015			39,449
Reinvestment of distributions—Class II		1,033			104
Payment for shares redeemed—Class I		(1,988,190	)		(1,043,430	)
Payment for shares redeemed—Class II		(15,531	)		(11,377	)
Redemption fees—Class I		0			0	(a)
Redemption fees—Class II		0			0	(a)
Net increase in net assets from Fund share transactions		1,950,844			845,336
Total increase in net assets		3,728,024			2,237,578
Net assets:
Beginning of year		6,774,801			4,537,223
End of year	$	10,502,825		$	6,774,801
Accumulated undistributed net investment income	$	44,545		$	31,898
Fund Share Transactions—Class I:
Shares sold		67,775			40,652
Shares issued in reinvestment of dividends		5,282			976
Less shares redeemed		(36,378	)		(23,197	)
Net increase in shares outstanding		36,679			18,431
Fund Share Transactions—Class II:
Shares sold		1,104			331
Shares issued in reinvestment of dividends		21			2
Less shares redeemed		(290	)		(247	)
Net increase in shares outstanding		835			86

(a)  Amount rounds to less than $1,000.

See accompanying Notes to Financial Statements.

44 THE OAKMARK FUNDS

The Oakmark Funds

Statements of Changes in Net Assets (continued)

(in thousands)

	Oakmark Select Fund
	Year Ended September 30, 2013			Year Ended September 30, 2012
From Operations:
Net investment income	$	3,843		$	3,148
Net realized gain (loss)		275,803			297,254
Net change in unrealized appreciation (depreciation)		601,838			311,721
Net increase in net assets from operations		881,484			612,123
Distributions to shareholders from:
Net investment income—Class I		(2,753	)		(5,125	)
Net realized gain—Class I		(288,202	)		0
Net realized gain—Class II		(1,091	)		0
Total distributions to shareholders		(292,046	)		(5,125	)
From Fund share transactions:
Proceeds from shares sold—Class I		877,926			628,631
Proceeds from shares sold—Class II		9,007			5,140
Reinvestment of distributions—Class I		254,534			4,978
Reinvestment of distributions—Class II		622			0
Payment for shares redeemed—Class I		(804,315	)		(475,544	)
Payment for shares redeemed—Class II		(8,914	)		(3,607	)
Redemption fees—Class I		0			0	(a)
Net increase in net assets from Fund share transactions		328,860			159,598
Total increase in net assets		918,298			766,596
Net assets:
Beginning of year		3,041,324			2,274,728
End of year	$	3,959,622		$	3,041,324
Accumulated undistributed net investment income (loss)	$	945		$	(155	)
Fund Share Transactions—Class I:
Shares sold		26,233			20,400
Shares issued in reinvestment of dividends		8,384			184
Less shares redeemed		(23,787	)		(15,787	)
Net increase in shares outstanding		10,830			4,797
Fund Share Transactions—Class II:
Shares sold		271			171
Shares issued in reinvestment of dividends		21			0
Less shares redeemed		(260	)		(117	)
Net increase in shares outstanding		32			54

(a)  Amount rounds to less than $1,000.

See accompanying Notes to Financial Statements.

oakmark.com 45

The Oakmark Funds

Statements of Changes in Net Assets (continued)

(in thousands)

	Oakmark Equity and Income Fund
	Year Ended September 30, 2013			Year Ended September 30, 2012
From Operations:
Net investment income	$	164,625		$	156,763
Net realized gain (loss)		1,688,704			619,845
Net change in unrealized appreciation (depreciation)		1,216,404			2,197,131
Net increase in net assets from operations		3,069,733			2,973,739
Distributions to shareholders from:
Net investment income—Class I		(164,075	)		(237,261	)
Net investment income—Class II		(7,829	)		(13,396	)
Net realized gain—Class I		(430,958	)		(297,451	)
Net realized gain—Class II		(31,084	)		(22,216	)
Total distributions to shareholders		(633,946	)		(570,324	)
From Fund share transactions:
Proceeds from shares sold—Class I		2,256,227			2,382,888
Proceeds from shares sold—Class II		210,649			283,394
Reinvestment of distributions—Class I		562,268			505,765
Reinvestment of distributions—Class II		34,450			31,536
Payment for shares redeemed—Class I		(4,763,063	)		(3,680,330	)
Payment for shares redeemed—Class II		(479,308	)		(402,966	)
Net decrease in net assets from Fund share transactions		(2,178,777	)		(879,713	)
Total increase in net assets		257,010			1,523,702
Net assets:
Beginning of year		19,176,927			17,653,225
End of year	$	19,433,937		$	19,176,927
Accumulated undistributed net investment income	$	86,444		$	108,614
Fund Share Transactions—Class I:
Shares sold		74,037			85,194
Shares issued in reinvestment of dividends		19,805			19,187
Less shares redeemed		(157,552	)		(131,117	)
Net decrease in shares outstanding		(63,710	)		(26,736	)
Fund Share Transactions—Class II:
Shares sold		7,025			10,173
Shares issued in reinvestment of dividends		1,219			1,201
Less shares redeemed		(15,913	)		(14,439	)
Net decrease in shares outstanding		(7,669	)		(3,065	)

See accompanying Notes to Financial Statements.

46 THE OAKMARK FUNDS

The Oakmark Funds

Statements of Changes in Net Assets (continued)

(in thousands)

	Oakmark Global Fund
	Year Ended September 30, 2013			Year Ended September 30, 2012
From Operations:
Net investment income	$	17,958		$	19,290
Net realized gain (loss)		232,367			103,793
Net change in unrealized appreciation (depreciation)		535,743			154,219
Net increase in net assets from operations		786,068			277,302
Distributions to shareholders from:
Net investment income—Class I		(33,109	)		0
Net investment income—Class II		(430	)		0
Total distributions to shareholders		(33,539	)		0
From Fund share transactions:
Proceeds from shares sold—Class I		638,657			436,946
Proceeds from shares sold—Class II		5,701			4,039
Reinvestment of distributions—Class I		30,952			0
Reinvestment of distributions—Class II		402			0
Payment for shares redeemed—Class I		(593,418	)		(463,538	)
Payment for shares redeemed—Class II		(11,347	)		(12,683	)
Redemption fees—Class I		0	(a)		293
Redemption fees—Class II		0	(a)		5
Net increase (decrease) in net assets from Fund share transactions		70,947			(34,938	)
Total increase in net assets		823,476			242,364
Net assets:
Beginning of year		2,095,837			1,853,473
End of year	$	2,919,313		$	2,095,837
Accumulated undistributed net investment income	$	50,077		$	8,673
Fund Share Transactions—Class I:
Shares sold		24,401			20,811
Shares issued in reinvestment of dividends		1,363			0
Less shares redeemed		(24,162	)		(22,011	)
Net increase (decrease) in shares outstanding		1,602			(1,200	)
Fund Share Transactions—Class II:
Shares sold		221			195
Shares issued in reinvestment of dividends		18			0
Less shares redeemed		(463	)		(616	)
Net decrease in shares outstanding		(224	)		(421	)

(a)  Amount rounds to less than $1,000.

See accompanying Notes to Financial Statements.

oakmark.com 47

The Oakmark Funds

Statements of Changes in Net Assets (continued)

(in thousands)

	Oakmark Global Select Fund
	Year Ended September 30, 2013			Year Ended September 30, 2012
From Operations:
Net investment income	$	8,181		$	3,674
Net realized gain (loss)		48,723			11,770
Net change in unrealized appreciation (depreciation)		183,532			55,794
Net increase in net assets from operations		240,436			71,238
Distributions to shareholders from:
Net investment income—Class I		(7,715	)		0
Net realized gain—Class I		(4,628	)		0
Total distributions to shareholders		(12,343	)		0
From Fund share transactions:
Proceeds from shares sold—Class I		531,364			215,857
Reinvestment of distributions—Class I		10,639			0
Payment for shares redeemed—Class I		(166,160	)		(153,526	)
Redemption fees—Class I		0			211
Net increase in net assets from Fund share transactions		375,843			62,542
Total increase in net assets		603,936			133,780
Net assets:
Beginning of year		555,827			422,047
End of year	$	1,159,763		$	555,827
Accumulated undistributed net investment income	$	10,490		$	2,931
Fund Share Transactions—Class I:
Shares sold		37,392			19,158
Shares issued in reinvestment of dividends		865			0
Less shares redeemed		(12,176	)		(13,805	)
Net increase in shares outstanding		26,081			5,353

See accompanying Notes to Financial Statements.

48 THE OAKMARK FUNDS

The Oakmark Funds

Statements of Changes in Net Assets (continued)

(in thousands)

	Oakmark International Fund
	Year Ended September 30, 2013			Year Ended September 30, 2012
From Operations:
Net investment income	$	236,944		$	152,075
Net realized gain (loss)		905,068			(95,930	)
Net change in unrealized appreciation (depreciation)		3,668,131			1,202,068
Net increase in net assets from operations		4,810,143			1,258,213
Distributions to shareholders from:
Net investment income—Class I		(218,798	)		(52,874	)
Net investment income—Class II		(4,980	)		(723	)
Total distributions to shareholders		(223,778	)		(53,597	)
From Fund share transactions:
Proceeds from shares sold—Class I		12,816,063			2,844,623
Proceeds from shares sold—Class II		188,732			111,338
Reinvestment of distributions—Class I		199,670			47,135
Reinvestment of distributions—Class II		3,133			432
Payment for shares redeemed—Class I		(2,612,687	)		(1,989,516	)
Payment for shares redeemed—Class II		(143,384	)		(109,827	)
Redemption fees—Class I		0			1,346
Redemption fees—Class II		0			39
Net increase in net assets from Fund share transactions		10,451,527			905,570
Total increase in net assets		15,037,892			2,110,186
Net assets:
Beginning of year		9,234,940			7,124,754
End of year	$	24,272,832		$	9,234,940
Accumulated undistributed net investment income	$	352,716		$	182,080
Fund Share Transactions—Class I:
Shares sold		549,644			160,870
Shares issued in reinvestment of dividends		9,899			2,933
Less shares redeemed		(115,610	)		(114,105	)
Net increase in shares outstanding		443,933			49,698
Fund Share Transactions—Class II:
Shares sold		8,312			6,304
Shares issued in reinvestment of dividends		154			27
Less shares redeemed		(6,372	)		(6,138	)
Net increase in shares outstanding		2,094			193

See accompanying Notes to Financial Statements.

oakmark.com 49

The Oakmark Funds

Statements of Changes in Net Assets (continued)

(in thousands)

	Oakmark International Small Cap Fund
	Year Ended September 30, 2013			Year Ended September 30, 2012
From Operations:
Net investment income	$	22,209		$	22,193
Net realized gain (loss)		104,169			(65,509	)
Net change in unrealized appreciation (depreciation)		414,142			214,244
Net increase in net assets from operations		540,520			170,928
Distributions to shareholders from:
Net investment income—Class I		(24,448	)		(1,698	)
Net investment income—Class II		(36	)		0
Net realized gain—Class I		0			(302	)
Net realized gain—Class II		0			0	(a)
Total distributions to shareholders		(24,484	)		(2,000	)
From Fund share transactions:
Proceeds from shares sold—Class I		544,646			407,759
Proceeds from shares sold—Class II		1,226			1,345
Reinvestment of distributions—Class I		21,893			1,827
Reinvestment of distributions—Class II		14			0	(a)
Payment for shares redeemed—Class I		(353,631	)		(381,126	)
Payment for shares redeemed—Class II		(1,233	)		(829	)
Redemption fees—Class I		212			205
Redemption fees—Class II		0	(a)		0	(a)
Net increase in net assets from Fund share transactions		213,127			29,181
Total increase in net assets		729,163			198,109
Net assets:
Beginning of year		1,528,419			1,330,310
End of year	$	2,257,582		$	1,528,419
Accumulated undistributed net investment income	$	53,186		$	18,092
Fund Share Transactions—Class I:
Shares sold		36,156			31,918
Shares issued in reinvestment of dividends		1,601			154
Less shares redeemed		(24,243	)		(30,195	)
Net increase in shares outstanding		13,514			1,877
Fund Share Transactions—Class II:
Shares sold		82			104
Shares issued in reinvestment of dividends		1			0	(a)
Less shares redeemed		(84	)		(66	)
Net increase (decrease) in shares outstanding		(1	)		38

(a)  Amount rounds to less than $1,000.

See accompanying Notes to Financial Statements.

50 THE OAKMARK FUNDS

The Oakmark Funds

Notes to Financial Statements

1.  SIGNIFICANT ACCOUNTING POLICIES

The following are the significant accounting policies of Oakmark Fund ("Oakmark"), Oakmark Select Fund ("Select"), Oakmark Equity and Income Fund ("Equity and Income"), Oakmark Global Fund ("Global"), Oakmark Global Select Fund ("Global Select"), Oakmark International Fund ("International"), and Oakmark International Small Cap Fund ("Int'l Small Cap"), collectively referred to as the "Funds," each a series of Harris Associates Investment Trust (the "Trust"), a Massachusetts business trust, organized on February 1, 1991, which is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"). Each Fund, other than Select and Global Select, is diversified in accordance with the 1940 Act. The following policies are in conformity with accounting principles generally accepted in the United States of America ("GAAP"). The presentation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and assumptions.

Class disclosure—

Each Fund offers two classes of shares: Class I Shares and Class II Shares. Class I Shares are offered to the general public. Class II Shares are offered to certain retirement plans such as 401(k) and profit sharing plans. Class II Shares pay a service fee at the annual rate of up to 0.25% of average net assets of Class II Shares of the Funds. This service fee is paid to a third-party administrator for performing the services associated with the administration of such retirement plans. Class I Shares do not have such an associated service fee. Global Select had no outstanding Class II shares during the year ended September 30, 2013.

Income, realized and unrealized capital gains and losses, and expenses of the Funds not directly attributable to a specific class of shares are allocated to each class pro rata based on the relative net assets of each class. Transfer and dividend disbursing agent fees and other shareholder servicing fees are specific to each class.

Redemption fees—

Int'l Small Cap imposes a short-term trading fee on redemptions of shares held for 90 days or less to help offset two types of costs to the Fund caused by abusive trading: portfolio transaction and market impact costs associated with erratic redemption activity and administrative costs associated with processing redemptions. The fee is paid to the Fund and is 2% of the redemption value and is deducted from either the redemption proceeds or from the balance in the account. The "first-in, first-out" ("FIFO") method is used to determine the holding period. The Funds may approve the waiver of redemption fees on certain types of accounts held through intermediaries, pursuant to the Funds' policies and procedures.

Security valuation—

The Funds' share prices or net asset values ("NAVs") are calculated as of the close of regular session trading (usually 4:00 pm Eastern time) on the New York Stock Exchange ("NYSE") on any day on which the NYSE is open for trading. Equity securities principally traded on securities exchanges in the United States and over-the-counter securities are valued at the last sales price or the official closing price on the day of valuation, or lacking any reported sales that day, at the most recent bid quotation. Securities traded on the NASDAQ National Market are valued at the NASDAQ Official Closing Price ("NOCP"), or lacking an NOCP, at the most recent bid quotation on the NASDAQ National Market. Equity securities principally traded on securities exchanges outside the United States are valued, depending on local convention or regulation, at the last sales price, the last bid or asked price, the mean between the last bid and asked prices, or the official closing price, or are based on a pricing composite as of the close of the regular trading hours on the appropriate exchange or other designated time. Each long-term debt instrument is valued at the latest bid quotation or an evaluated price provided by an independent pricing service. The pricing service may use standard inputs such as benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, and reference data including market research publications. For certain security types additional inputs may be used or some of the standard inputs may not be applicable. Additionally, the pricing service monitors market indicators and industry and economic events, which may serve as a trigger to gather and possibly use additional market data. Each short-term debt instrument (i.e., debt instruments whose maturities or expiration dates at the time of acquisition are one year or less) or money market instrument maturing in 61 days or more from the date of valuation is valued at the latest bid quotation or an evaluated price provided by an independent pricing service. Each short-term instrument maturing in 60 days or less from the date of valuation is valued at amortized cost, which approximates market value. Options are valued at the last reported sales price on the day of valuation or, lacking any reported sale price on the valuation date, at the mean of the most recent bid and asked quotations or, if the mean is not available, at the most recent bid quotation.

Securities for which quotations are not readily available or securities that may have been affected by a significant event occurring between the close of a foreign market and the close of the NYSE are valued at fair value, determined by or under the direction of the pricing committee authorized by the Board of Trustees. A significant event may include the performance of U.S. markets since the close of foreign markets. The Funds may use a systematic fair valuation model provided by an independent pricing service to value foreign securities in order to adjust local closing prices for information or events that may occur between the close of certain foreign exchanges and the close of the NYSE.

Fair value measurement—

Various inputs are used in determining the value of each Fund's investments. These inputs are prioritized into three broad levels as follows:

Level 1—quoted prices in active markets for identical securities

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, and others)

oakmark.com 51

The Oakmark Funds

Notes to Financial Statements (continued)

Level 3—significant unobservable inputs (including the Funds' own assumptions in determining the fair value of investments)

Observable inputs are those based on market data obtained from independent sources, and unobservable inputs reflect the Funds' own assumptions based on the best information available. The input levels are not necessarily an indication of risk or liquidity associated with investing in those securities.

The Funds recognize transfers between level 1 and 2 at the end of the reporting cycle. At September 30, 2013 Equity and Income had a transfer from level 2 to level 1 in the amount of $484,144,560. The transfer was due to a security no longer being valued based on observable market prices of similar assets, but instead by a market quotation.

The following is a summary of the inputs used as of September 30, 2013 in valuing each Fund's assets and liabilities. Except for the industries or investment types separately stated below, the total amounts for common stocks, fixed-income and short-term investments in the table below are presented by industry or investment type in each Fund's Schedule of Investments. Information on forward foreign currency contracts is presented by contract in the notes following the below summary:

(in thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Other Significant Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Oakmark
Common Stocks	$	9,865,624	$	0		$	0
Short Term Investments		0		641,852			0
Total	$	9,865,624	$	641,852		$	0
Select
Common Stocks	$	3,770,316	$	0		$	0
Short Term Investments		0		165,580			0
Total	$	3,770,316	$	165,580		$	0
Equity and Income
Common Stocks	$	14,217,410	$	0		$	0
Government and Agency Securities		0		1,878,380			0
Corporate Bonds		0		397,507			0
Asset Backed Securities		0		11,501			0
Convertible Bonds		0		845			0
Short Term Investments		0		2,904,235			0
Total	$	14,217,410	$	5,192,468		$	0
Global
Common Stocks	$	2,875,357	$	0		$	0
Short Term Investments		0		73,324			0
Forward Foreign Currency Contracts—Assets		0		3,669			0
Forward Foreign Currency Contracts—Liabilities		0		(3,390	)		0
Total	$	2,875,357	$	73,603		$	0
Global Select
Common Stocks	$	1,102,454	$	0		$	0
Short Term Investments		0		61,040			0
Forward Foreign Currency Contracts—Assets		0		40			0
Forward Foreign Currency Contracts—Liabilities		0		(1,189	)		0
Total	$	1,102,454	$	59,891		$	0
International
Common Stocks	$	23,146,523	$	0		$	0
Short Term Investments		0		933,724			0
Forward Foreign Currency Contracts—Assets		0		42,643			0
Forward Foreign Currency Contracts—Liabilities		0		(31,449	)		0
Total	$	23,146,523	$	944,918		$	0

52 THE OAKMARK FUNDS

The Oakmark Funds

Notes to Financial Statements (continued)

(in thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Other Significant Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Int'l Small Cap
Common Stocks	$	2,119,637	$	0		$	0
Short Term Investments		0		121,791			0
Forward Foreign Currency Contracts—Assets		0		9,447			0
Forward Foreign Currency Contracts—Liabilities		0		(2,058	)		0
Total	$	2,119,637	$	129,180		$	0

Foreign currency translations—

Certain Funds invest in foreign securities, which may involve a number of risk factors and special considerations not present with investments in securities of U.S. corporations. Values of investments and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at current exchange rates obtained by a recognized bank, dealer, or independent pricing service on the day of valuation. Purchases and sales of investments and dividend and interest income are converted at the prevailing rate of exchange on the respective dates of such transactions.

The Funds do not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included in net realized gain (loss) on investments and net change in unrealized appreciation (depreciation) on investments in the Statements of Operations. Net realized gains and losses on foreign currency transactions arising from the sale of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions and the difference between the amounts of dividends, interest and tax reclaims recorded and the U.S. dollar equivalent of the amounts actually received or paid are included in net realized gain (loss) on foreign currency transactions in the Statements of Operations. Unrealized gains and losses arising from changes in the fair value of assets and liabilities, other than investments in securities, resulting from changes in exchange rates are included in net change in unrealized appreciation (depreciation) on foreign currency translation in the Statements of Operations.

Forward foreign currency contracts—

Forward foreign currency contracts are agreements to exchange one currency for another at a future date and at a specified price. The Funds' transactions in forward foreign currency contracts are limited to transaction and portfolio hedging. The contractual amounts of forward foreign currency contracts do not necessarily represent the amounts potentially subject to risk. The measurement of the risks associated with these instruments is meaningful only when all related and offsetting transactions are considered and could exceed the net unrealized value shown in the tables below. Risks arise from the possible inability of counterparties to meet the terms of their contracts and from movements in currency values. Forward foreign currency contracts are valued at the current day's interpolated foreign exchange rates. Unrealized gain or loss on the contracts as measured by the difference between the forward foreign exchange rates at the dates of entry into the contracts and the forward rates at the end of the period is included in the Statements of Assets and Liabilities. Realized gains and losses and the net change in unrealized appreciation (depreciation) on forward foreign currency contracts for the period are included in the Statements of Operations.

At September 30, 2013 Global, Global Select, International, and Int'l Small Cap held forward foreign currency contracts, which are considered derivative instruments, each of whose counterparty is State Street Bank and Trust Company ("State Street"), as follows (in thousands):

Global

	Local Contract Amount		Settlement Date	Valuation at 9/30/13		Unrealized Appreciation/ (Depreciation)
Foreign Currency Sold:
Australian Dollar		37,900	12/18/13	$	35,175	$	3,381
Japanese Yen		6,000,000	12/18/13		61,074		288
Swiss Franc		114,000	03/19/14		126,260		(3,390	)
				$	222,509	$	279

During the year ended September 30, 2013 the proceeds from forward foreign currency contracts opened for Global were $382,098 and the cost to close or settle contracts was $499,468 (in thousands).

oakmark.com 53

The Oakmark Funds

Notes to Financial Statements (continued)

Global Select

	Local Contract Amount		Settlement Date	Valuation at 9/30/13		Unrealized Appreciation/ (Depreciation)
Foreign Currency Sold:
Japanese Yen		840,000	12/18/13	$	8,550	$	40
Swiss Franc		40,000	03/19/14		44,302		(1,189	)
				$	52,852	$	(1,149	)

During the year ended September 30, 2013 the proceeds from forward foreign currency contracts opened for Global Select were $86,092 and the cost to close or settle contracts was $91,878 (in thousands).

International

	Local Contract Amount		Settlement Date	Valuation at 9/30/13		Unrealized Appreciation/ (Depreciation)
Foreign Currency Bought:
Australian Dollar		29,000	12/18/13	$	26,915	$	666
				$	26,915	$	666
Foreign Currency Sold:
Australian Dollar		460,000	12/18/13	$	426,922	$	40,969
Japanese Yen		21,030,000	12/18/13		214,066		1,008
Swedish Krona		2,100,000	06/18/14		324,803		(4,447	)
Swiss Franc		908,000	03/19/14		1,005,651		(27,002	)
				$	1,971,442	$	10,528

During the year ended September 30, 2013 the proceeds from forward foreign currency contracts opened for International were $3,419,543 and the cost to close or settle contracts was $3,023,052 (in thousands).

Int'l Small Cap

	Local Contract Amount		Settlement Date	Valuation at 9/30/13		Unrealized Appreciation/ (Depreciation)
Foreign Currency Bought:
Australian Dollar		14,150	12/18/13	$	13,132	$	325
				$	13,132	$	325
Foreign Currency Sold:
Australian Dollar		94,000	12/18/13	$	87,241	$	8,386
Japanese Yen		2,349,000	12/18/13		23,911		113
Norwegian Krona		194,200	06/18/14		31,986		623
Swedish Krona		7,000	06/18/14		1,083		(15	)
Swiss Franc		68,700	03/19/14		76,088		(2,043	)
				$	220,309	$	7,064

During the year ended September 30, 2013 the proceeds from forward foreign currency contracts opened for Int'l Small Cap were $331,814 and the cost to close or settle contracts was $450,248 (in thousands).

Security transactions and investment income—

Security transactions are accounted for on the trade date (date the order to buy or sell is executed), and dividend income is recorded on the ex-dividend date, except that certain dividends from foreign securities are recorded as soon as the information becomes available after the ex-dividend date. Interest income and expenses are recorded on an accrual basis. Discount is accreted and premium is amortized on long-term fixed income securities using the yield-to-maturity method. Withholding taxes and tax reclaims on foreign dividends have been provided for in accordance with the Funds' understanding of the applicable country's tax rules and rates. Net realized gains and losses on investments are determined by the specific identification method.

Short sales—

Each Fund may sell a security it does not own in anticipation of a decline in the fair value of that security. When a Fund sells a security short, it must borrow the security sold short and deliver it to the broker-dealer through which it made the short sale. A

54 THE OAKMARK FUNDS

The Oakmark Funds

Notes to Financial Statements (continued)

gain, limited to the price at which the Fund sold the security short, or loss, unlimited in size, will be recognized upon the termination of the short sale. At September 30, 2013 none of the Funds had short sales.

When-issued or delayed-delivery securities—

Each Fund may purchase securities on a when-issued or delayed-delivery basis. Although the payment and interest terms of these securities are established at the time a Fund enters into the commitment, the securities may be delivered and paid for a month or more after the date of purchase, when their value may have changed. A Fund makes such commitments only with the intention of actually acquiring the securities, but may sell the securities before the settlement date if the Adviser deems it advisable for investment reasons.

Accounting for options—

When a Fund writes an option, the premium received by the Fund is recorded as a liability and is subsequently adjusted to the current fair value of the option written. Premiums received from writing options that expire are recorded by the Fund on the expiration date as realized gains from option transactions. The difference between the premium and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium is added to the proceeds from the sale of the underlying security or currency in determining whether the Fund has realized a gain or a loss. If a put option is exercised, the premium reduces the cost basis of the security or currency purchased by the Fund. In writing an option, the Fund bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Fund could result in the Fund selling or buying a security or currency at a price different from the current fair value. Options written by the Fund do not give rise to counterparty credit risk, as they obligate the Fund, not its counterparties, to perform.

When a Fund purchases an option, the premium paid by the Fund is recorded as an asset and is subsequently adjusted to the current fair value of the option purchased. Purchasing call options tends to increase the Fund's exposure to the underlying instrument. Purchasing put options tends to decrease the Fund's exposure to the underlying instrument. Premiums paid for purchasing options that expire are treated as realized losses. Premiums paid for purchasing options that are exercised or closed are added to the amounts paid or offset against the proceeds on the underlying security to determine the realized gain or loss. The risks associated with purchasing put and call options are potential loss of the premium paid and, in the instances of OTC derivatives, the failure of the counterparty to honor its obligation under the contract.

The Funds did not write or purchase options during the year ended September 30, 2013.

Committed line of credit—

The Trust has an unsecured committed line of credit (the "Facility") with State Street in the amount of $500 million. Borrowings under that arrangement bear interest at 1.25% above the greater of the Federal Funds Effective Rate or LIBOR, as defined in the credit agreement. To maintain the Facility, an annualized commitment fee of 0.09% on the unused portion is charged to the Trust. Fees and interest expense, if any, related to the Facility are included in other expenses in the Statements of Operations. There were no borrowings under the Facility during the year ended September 30, 2013.

Expense offset arrangement—

State Street serves as custodian of the Funds. State Street's fee may be reduced by credits that are an earnings allowance calculated on the average daily cash balances each Fund maintains with State Street. Credit balances used to reduce the Funds' custodian fees, if any, are reported as a reduction of total expenses in the Statements of Operations. During the year ended September 30, 2013 none of the Funds received an expense offset credit.

Repurchase agreements—

Each Fund may invest in repurchase agreements, which are short-term investments whereby the Fund acquires ownership of a debt security and the seller agrees to repurchase the security at a future date at a specified price.

The Funds' custodian receives delivery of the underlying securities collateralizing repurchase agreements. It is the Funds' policy that the value of the collateral be at least equal to 102% of the repurchase price, including interest. Harris Associates L.P. (the "Adviser") is responsible for determining that the value of the collateral is at all times at least equal to 102% of the repurchase price, including interest. Repurchase agreements could involve certain risks in the event of default or insolvency of the counterparty, including possible delays or restrictions upon a Fund's ability to dispose of the underlying securities.

Security lending—

Each Fund, except Oakmark, may lend its portfolio securities to broker-dealers and banks. Any such loan must be continuously secured by collateral in cash, cash equivalents or U.S. Treasurys maintained on a current basis in an amount at least equal to the fair value of the securities loaned by the Fund. Collateral is marked to market and monitored daily. The Fund continues to receive the equivalent of the interest or dividends paid by the issuer on the securities loaned and also receives an additional return that may be in the form of a fixed fee or a percentage of the earnings on the collateral. The Fund has the right to call the loan and attempt to obtain the securities loaned at any time on notice of not more than five business days. In the event of bankruptcy or other default of the borrower, the Fund could experience delays in liquidating the loan collateral or recovering the loaned securities and incur expenses related to enforcing its rights. In addition, there could be a decline in the value of the collateral or in the fair value of the securities loaned while the Fund seeks to enforce its rights thereto, and the Fund could experience subnormal levels of income or lack of access to income during that period.

At September 30, 2013 none of the Funds had securities on loan.

oakmark.com 55

The Oakmark Funds

Notes to Financial Statements (continued)

Restricted securities—

The following investments, the sales of which are subject to restrictions on resale under federal securities laws, have been valued in good faith according to the securities valuation procedures established by the Board of Trustees (as stated in the Security valuation section) since their acquisition dates.

At September 30, 2013 Equity and Income held the following restricted securities:

Equity and Income

Par Value (000)		Security Name	Acquisition Date	Carrying Value		Original Cost		Value (000)		Percentage of Net Assets
$	2,000	Activision Blizzard, Inc., 144A, 6.125%, due 09/15/23	09/17/13	$	100.5000	$	101.6250	$	2,010		0.01	%
	1,000	Activision Blizzard, Inc., 144A, 6.125%, due 09/15/23	09/12/13		100.5000		100.0000		1,005		0.01	%
	1,000	Activision Blizzard, Inc., 144A, 5.625%, due 09/15/21	09/12/13		100.1250		100.0000		1,001		0.01	%
	50,000	BP Capital Markets PLC, 144A, 0.07%, due 10/09/13	09/09/13		99.9983		99.9942		49,999		0.26	%
	50,000	BP Capital Markets PLC, 144A, 0.07%, due 10/10/13	09/09/13		99.9983		99.9940		49,999		0.26	%
	11,450	Cabela's Master Credit Card Trust, 144A, 0.732%, due 10/15/19	10/20/11		100.4442		100.0000		11,501		0.06	%
	250	CNO Financial Group, Inc., 144A, 6.375%, due 10/01/20	09/20/12		104.5000		100.0000		261		0.00	%*
	30,000	General Mills Inc., 144A, 0.12%, due 10/21/13	09/11/13		99.9933		99.9867		29,998		0.15	%
	25,000	General Mills Inc., 144A, 0.17%, due 10/25/13	09/26/13		99.9887		99.9863		24,997		0.13	%
	23,000	General Mills Inc., 144A, 0.16%, due 10/22/13	09/20/13		99.9907		99.9858		22,998		0.12	%
	20,000	General Mills Inc., 144A, 0.12%, due 10/02/13	09/03/13		99.9997		99.9903		20,000		0.10	%
	20,000	General Mills Inc., 144A, 0.16%, due 10/25/13	09/20/13		99.9893		99.9844		19,998		0.10	%
	20,000	General Mills Inc., 144A, 0.14%, due 10/28/13	09/30/13		99.9895		99.9891		19,998		0.10	%
	17,000	General Mills Inc., 144A, 0.15%, due 10/17/13	09/17/13		99.9933		99.9875		16,999		0.09	%
	17,000	General Mills Inc., 144A, 0.16%, due 11/04/13	09/25/13		99.9849		99.9822		16,997		0.09	%
	15,000	General Mills Inc., 144A, 0.16%, due 11/08/13	09/26/13		99.9831		99.9809		14,998		0.08	%
	13,000	General Mills Inc., 144A, 0.17%, due 10/21/13	09/18/13		99.9906		99.9844		12,999		0.07	%
	12,000	General Mills Inc., 144A, 0.13%, due 10/11/13	08/28/13		99.9964		99.9841		12,000		0.06	%
	5,000	General Mills Inc., 144A, 0.15%, due 10/15/13	09/12/13		99.9942		99.9863		5,000		0.02	%
	4,500	General Mills Inc., 144A, 0.16%, due 10/18/13	09/20/13		99.9924		99.9876		4,500		0.02	%
	34,400	General Motors Co., 144A, 4.875%, due 10/02/23	09/24/13		97.7500		100.0000		33,626		0.17	%
	5,000	General Motors Co., 144A, 4.875%, due 10/02/23	09/25/13		97.7500		99.0000		4,887		0.02	%
	2,000	General Motors Co., 144A, 4.875%, due 10/02/23	09/30/13		97.7500		97.5000		1,955		0.01	%
	29,525	General Motors Co., 144A, 3.50%, due 10/02/18	09/24/13		99.7500		100.0000		29,451		0.15	%
	10,000	Howard Hughes Corp., 144A, 6.875%, due 10/01/21	09/27/13		100.2500		100.0000		10,025		0.05	%
	25,000	John Deere Capital Co., 144A, 0.06%, due 10/15/13	09/24/13		99.9977		99.9965		24,999		0.13	%

56 THE OAKMARK FUNDS

The Oakmark Funds

Notes to Financial Statements (continued)

Par Value (000)		Security Name	Acquisition Date	Carrying Value		Original Cost		Value (000)		Percentage of Net Assets
$	25,000	John Deere Capital Co., 144A, 0.05%, due 10/08/13	09/13/13	$	99.9990	$	99.9965	$	25,000		0.13	%
	35,000	Kellogg Co., 144A, 0.16%, due 10/22/13	09/26/13		99.9907		99.9884		34,997		0.18	%
	25,000	Kellogg Co., 144A, 0.15%, due 10/04/13	09/16/13		99.9988		99.9925		25,000		0.13	%
	25,000	Kellogg Co., 144A, 0.19%, due 12/09/13	09/16/13		99.9423		99.9557		24,986		0.13	%
	5,975	Kellogg Co., 144A, 0.16%, due 10/01/13	09/11/13		100.0000		99.9911		5,975		0.03	%
	5,000	Kellogg Co., 144A, 0.15%, due 10/07/13	09/16/13		99.9975		99.9913		5,000		0.02	%
	3,500	Kellogg Co., 144A, 0.14%, due 10/01/13	09/19/13		100.0000		99.9953		3,500		0.02	%
	9,605	Live Nation Entertainment, Inc., 144A, 7.00%, due 09/01/20	08/15/12		104.3750		100.0000		10,025		0.05	%
	2,000	Quiksilver, Inc. / QS Wholesale, Inc., 144A, 7.875%, due 08/01/18	07/11/13		104.2500		99.4830		2,085		0.01	%
	1,000	Quiksilver, Inc. / QS Wholesale, Inc., 144A, 10.00%, due 08/01/20	07/11/13		105.2500		98.7570		1,053		0.01	%
	6,000	Scotiabank Peru SA, 144A, 4.50%, due 12/13/27	12/06/12		87.0000		100.0000		5,220		0.03	%
	2,725	Serta Simmons Holdings LLC, 144A, 8.125%, due 10/01/20	09/27/12		105.2500		99.8750		2,868		0.01	%
	2,265	Serta Simmons Holdings LLC, 144A, 8.125%, due 10/01/20	09/26/12		105.2500		99.0000		2,384		0.01	%
	6,820	Six Flags Entertainment Corp., 144A, 5.25%, due 01/15/21	12/11/12		95.2500		100.0000		6,496		0.03	%
	3,150	Six Flags Entertainment Corp., 144A, 5.25%, due 01/15/21	12/11/12		95.2500		101.0000		3,000		0.02	%
	5,390	Walter Energy, Inc., 144A, 9.875%, due 12/15/20	11/16/12		87.0000		99.3020		4,689		0.02	%
	5,000	Walter Energy, Inc., 144A, 8.50%, due 04/15/21	03/22/13		83.5000		100.0000		4,175		0.02	%
	25,000	Wellpoint, Inc., 144A, 0.30%, due 10/15/13	07/16/13		99.9883		99.9242		24,997		0.13	%
	15,000	Wellpoint, Inc., 144A, 0.30%, due 10/10/13	07/12/13		99.9925		99.9250		14,999		0.08	%
	10,000	Wellpoint, Inc., 144A, 0.25%, due 12/03/13	09/10/13		99.9644		99.9417		9,996		0.05	%
	2,200	Wellpoint, Inc., 144A, 0.23%, due 11/13/13	09/19/13		99.9725		99.9649		2,199		0.01	%
	7,000	The William Carter Co., 144A, 5.25%, due 08/15/21	08/15/13		100.0000		101.0000		7,000		0.04	%
	7,000	The William Carter Co., 144A, 5.25%, due 08/15/21	09/10/13		100.0000		100.2500		7,000		0.04	%
	5,502	The William Carter Co., 144A, 5.25%, due 08/15/21	08/14/13		100.0000		101.2500		5,502		0.03	%
	5,000	The William Carter Co., 144A, 5.25%, due 08/15/21	08/13/13		100.0000		101.2500		5,000		0.02	%
	2,000	The William Carter Co., 144A, 5.25%, due 08/15/21	08/12/13		100.0000		101.3750		2,000		0.01	%
	1,400	The William Carter Co., 144A, 5.25%, due 08/15/21	08/26/13		100.0000		100.5000		1,400		0.01	%
	100	The William Carter Co., 144A, 5.25%, due 08/15/21	09/10/13		100.0000		100.0000		100		0.00	%*
								$	688,847		3.54	%

*  Amount rounds to less than 0.01%

oakmark.com 57

The Oakmark Funds

Notes to Financial Statements (continued)

Federal income taxes—

It is each Fund's policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its net taxable income, including any net realized gains on investments, to its shareholders. Therefore, no federal income tax provision is required. There is no material liability for unrecognized tax benefits in the accompanying financial statements. Generally, each of the tax years in the four-year period ended September 30, 2013 remains subject to examination by taxing authorities.

2.  TRANSACTIONS WITH AFFILIATES

Each Fund has an investment advisory agreement with the Adviser. For management services and facilities furnished, the Adviser receives from each Fund a monthly fee based on that Fund's net assets at the end of the preceding month. Annual fee rates are as follows:

Fund	Advisory Fees
Oakmark	1.00% up to $2 billion; 0.90% on the next $1 billion; 0.80% on the next $2 billion; 0.75% on the next $2.5 billion; 0.675% on the next $2.5 billion; and 0.625% over $10 billion
Select	1.00% up to $1 billion; 0.95% on the next $500 million; 0.90% on the next $500 million; 0.85% on the next $500 million; 0.80% on the next $2.5 billion; 0.75% on the next $5 billion; and 0.725% over $10 billion
Equity and Income	0.75% up to $5 billion; 0.70% on the next $2.5 billion; 0.675% on the next $2.5 billion; 0.65% on the next $2.5 billion; 0.60% on the next $3.5 billion; 0.585% on the next $5 billion; 0.5775% on the next $7 billion; and 0.5725% over $28 billion
Fund	Advisory Fees
Global	1.00% up to $2 billion; 0.95% on the next $2 billion; 0.90% on the next $4 billion; and 0.875% over $8 billion
Global Select	1.00% up to $2 billion; 0.95% on the next $1 billion; 0.875% on the next $4 billion; and 0.85% over $7 billion
International	1.00% up to $2 billion; 0.95% on the next $1 billion; 0.85% on the next $2 billion; 0.825% on the next $2.5 billion; 0.815% on the next $3.5 billion; 0.805% on the next $5.5 billion; and 0.80% over $16.5 billion
Int'l Small Cap	1.25% up to $500 million; 1.10% on the next $1 billion; 1.05% on the next $2 billion; 1.025% on the next $1.5 billion; and 1.00% over $5 billion

The Adviser is contractually obligated through January 31, 2014 to reimburse each Fund Class to the extent, but only to the extent, that its annualized expenses (excluding taxes, interest, all commissions and other normal charges incident to the purchase and sale of portfolio securities, and extraordinary charges such as litigation costs, but including fees paid to the Adviser) exceed the percent set forth below of average daily net assets of each Fund Class.

Fund	Class I			Class II
Oakmark		1.50	%		1.75	%
Select		1.50			1.75
Equity and Income		1.00			1.25
Global		1.75			2.00
Global Select		1.75			2.00
International		2.00			2.25
Int'l Small Cap		2.00			2.25

The Adviser is entitled to recoup from any Fund Class, in any fiscal year through September 30, 2017, amounts reimbursed to that Fund Class, except to the extent that the Fund Class already has paid such recoupment to the Adviser or such recoupment would cause the annual ordinary operating expenses of a Fund Class for that fiscal year to exceed the applicable limit stated above. As of September 30, 2013 there were no amounts subject to recoupment.

The Adviser and the Funds have entered into agreements with financial intermediaries to provide recordkeeping, processing, shareholder communications and other services to customers of the intermediaries and have agreed to compensate the intermediaries for providing those services. Certain of those services would be provided by the Funds if the shares of those customers were registered directly with the Funds' transfer agent. Accordingly, the Funds pay a portion of the intermediary fees pursuant to an agreement with the Adviser that calls for each Fund to pay a portion of the intermediary fees attributable to shares of the Fund held by the intermediary (which generally are a percentage of value of the shares held) not exceeding the lesser of 75% of the fees charged by the intermediary or what the Fund would have paid its transfer agent had each customer's shares been registered

58 THE OAKMARK FUNDS

The Oakmark Funds

Notes to Financial Statements (continued)

directly with the transfer agent instead of held through the intermediary. The Adviser pays the remainder of the fees. The fees incurred by the Funds are reflected as other shareholder servicing fees in the Statements of Operations.

The Independent Trustees of the Trust may participate in the Trust's Deferred Compensation Plan for Independent Trustees. Participants in the plan may elect to defer all or a portion of their compensation. Amounts deferred are retained by the Trust and represent an unfunded obligation of the Trust. The value of a participant's deferral account is determined by reference to the change in value of Class I shares of one or more of the Funds or a money market fund as specified by the participant. Benefits would be payable after a stated number of years or retirement from the Board of Trustees. The accrued obligations of the Funds under the plan are reflected as deferred Trustee compensation in the Statements of Assets and Liabilities. The change in the accrued obligations for the period is included in Trustees fees in the Statements of Operations. The Trust pays the compensation of the Trustees other than those affiliated with the Adviser and all expenses incurred in connection with their services to the Trust. The Trust does not provide any pension or retirement benefits to its Trustees.

The Funds reimburse the Adviser for a portion of the compensation paid to the Funds' Chief Compliance Officer ("CCO"). The CCO expenses incurred by the Funds are included in other expenses in the Statements of Operations.

3.  FEDERAL INCOME TAXES

At September 30, 2013 the cost of investments for federal income tax purposes and related composition of unrealized gains and losses for each Fund were as follows (in thousands):

Fund	Cost of Investments for Federal Income Tax Purposes		Gross Unrealized Appreciation		Gross Unrealized (Depreciation)			Net Unrealized Appreciation (Depreciation)
Oakmark	$	7,296,280	$	3,211,196	$	0		$	3,211,196
Select		2,491,182		1,444,714		0			1,444,714
Equity and Income		14,525,624		4,912,799		(28,545	)		4,884,254
Global		2,299,006		675,788		(26,113	)		649,675
Global Select		960,174		206,989		(3,669	)		203,320
International		20,204,544		4,125,657		(249,954	)		3,875,703
Int'l Small Cap		1,907,556		400,277		(66,405	)		333,872

Under the Regulated Investment Company Modernization Act of 2010 (the "Act"), net capital losses arising in taxable years after December 22, 2010 may be carried forward indefinitely, and their character is retained as short-term and/or long-term losses. Previously, net capital losses were carried forward for eight years and treated as short-term losses. As a transition rule, the Act requires that post-enactment net capital losses be used before pre-enactment net capital losses. At September 30, 2013 the Funds had pre-enactment and post-enactment net capital losses for federal income tax purposes as shown in the following table (in thousands):

Fund	Expires September 30, 2017		Expires September 30, 2018		Unlimited (Short Term)		Unlimited (Long Term)		Utilized During the Year ended September 30, 2013
Oakmark	$	0	$	0	$	0	$	0	$	0
Select		0		0		0		0		0
Equity and Income		0		0		0		0		0
Global		0		0		0		0		123,386
Global Select		0		0		0		0		10,038
International		0		0		0		0		429,022
Int'l Small Cap		0		0		13,905		5,837		0

At September 30, 2013 the components of distributable earnings on a tax basis (excluding unrealized appreciation (depreciation)) were as follows (in thousands):

	Undistributed Ordinary Income		Undistributed Long- Term Gain		Total Distributable Earnings
Oakmark	$	62,604	$	517,566	$	580,170
Select		1,957		245,352		247,309
Equity and Income		87,417		1,580,226		1,667,643
Global		68,840		7,899		76,739
Global Select		9,378		24,037		33,415
International		381,449		196,112		577,561
Int'l Small Cap		84,372		0		84,372

oakmark.com 59

The Oakmark Funds

Notes to Financial Statements (continued)

During the years ended September 30, 2013 and 2012 the tax character of distributions paid was as follows (in thousands):

	Year Ended September 30, 2013				Year Ended September 30, 2012
Fund	Distributions Paid from Ordinary Income		Distributions Paid from Long-Term Capital Gain		Distributions Paid from Ordinary Income		Distributions Paid from Long-Term Capital Gain
Oakmark	$	54,952	$	219,332	$	42,131	$	0
Select		2,753		289,293		5,125		0
Equity and Income		171,904		462,042		250,657		319,667
Global		33,539		0		0		0
Global Select		7,715		4,628		0		0
International		223,778		0		53,597		0
Int'l Small Cap		24,484		0		1,698		302

On September 30, 2013 the Funds had temporary book/tax differences in undistributed earnings that were primarily attributable to trustee deferred compensation expenses, passive foreign investment companies, foreign currency contracts, post October currency loss deferrals and deferrals of capital losses on wash sales. Temporary differences will reverse over time. The Funds have permanent differences in book/tax undistributed earnings primarily attributable to currency gains and losses, equalization debits and in-kind transactions gains and losses. Permanent differences have been recorded in their respective component of the Analysis of Net Assets.

4.  INVESTMENT TRANSACTIONS

For the year ended September 30, 2013 transactions in investment securities (excluding short-term and U.S. Government securities) were as follows (in thousands):

	Oakmark		Select		Equity and Income		Global		Global Select		International		Int'l Small Cap
Purchases	$	3,044,573	$	815,049	$	4,101,291	$	1,248,991	$	609,129	$	15,174,766	$	1,026,330
Proceeds from sales		1,518,871		795,801		6,294,056		1,047,290		270,023		5,340,963		851,938

Purchases at cost and proceeds from sales (in thousands) of long-term U.S. Government securities for the year ended September 30, 2013 were $190,236 and $1,918,425, respectively, for Equity and Income.

For the year ended September 30, 2013 the proceeds from in-kind sales including short-term securities (in thousands) were $56,798, $125,281 and $28,680 for Equity and Income, Global and International, respectively. The table above excludes such in-kind transactions. Gains and losses on in-kind transactions are not taxable for federal income tax purposes.

During the year ended September 30, 2013 Int'l Small Cap engaged in purchase transactions (in thousands) totaling $2,880 with funds that have a common investment adviser. These purchase transactions complied with Rule 17a-7 under the 1940 Act.

5.  INVESTMENT IN AFFILIATED ISSUERS

Each of the companies listed below was considered to be an affiliate of a Fund because that Fund owned 5% or more of the company's voting securities during all or part of the year ended September 30, 2013. Purchase and sale transactions and dividend and interest income earned during the period on these securities are set forth below (in thousands):

Schedule of Transactions with Affiliated Issuers

Equity and Income

Affiliates	Shares Held		Purchases (Cost)		Sales (Proceeds)		Dividend Income		Interest Income		Value September 30, 2012		Value September 30, 2013
Broadridge Financial Solutions, Inc. (b)		5,904	$	0	$	22,155	$	4,607	$	0	$	160,977	$	187,436
Flowserve Corp. (c)		0		0		614,027		3,660		0		464,869		0
Foot Locker, Inc.		7,711		157,229		294		3,782		0		106,500		261,705
PharMerica Corp. (a) (c)		0		0		25,011		0		0		21,649		0
Varian Medical Systems, Inc. (a) (b)		3,148		0		183,224		0		0		343,824		235,280
Walter Energy, Inc. (c)		0		41,988		50,732		1,317		0		97,380		0
Walter Energy, Inc., 144A (b)		5,390		5,362		11		0		458		0		4,689
Walter Energy, Inc., 144A (b)		5,000		5,000		0		0		218		0		4,175
TOTALS			$	209,579	$	895,454	$	13,366	$	676	$	1,195,199	$	693,285

60 THE OAKMARK FUNDS

The Oakmark Funds

Notes to Financial Statements (continued)

Schedule of Transactions with Affiliated Issuers

International

Affiliates	Shares Held		Purchases (Cost)		Sales (Proceeds)		Dividend Income		Value September 30, 2012		Value September 30, 2013
Meitec Corp.		2,805	$	12,644	$	16,424	$	3,302	$	64,836	$	80,693
OMRON Corp. (b)		3,755		77,322		375,809		4,330		241,978		135,431
Orica, Ltd.		30,592		584,615		865		11,502		131,315		572,490
ROHM Co., Ltd. (b)		2,546		56,705		219,463		616		219,315		104,396
Willis Group Holdings PLC		12,505		318,091		17,230		10,977		165,516		541,829
TOTALS			$	1,049,377	$	629,791	$	30,727	$	822,960	$	1,434,839

Schedule of Transactions with Affiliated Issuers

Int'l Small Cap

Affiliates	Shares Held		Purchases (Cost)		Sales (Proceeds)		Dividend Income		Value September 30, 2012		Value September 30, 2013
Atea ASA		6,039	$	8,799	$	3,123	$	4,930	$	53,914	$	63,525
gategroup Holding AG (a)		1,640		7,850		0		0		31,635		41,984
LSL Property Services PLC		5,974		0		27,713		1,384		35,183		44,805
Orbotech, Ltd. (a)		3,501		1,969		0		0		28,603		41,972
Pasona Group, Inc. (c)		0		0		16,741		0		20,938		0
Saft Groupe SA		1,340		35,574		0		1,117		0		36,977
Vitec Group PLC		2,213		1,100		458		749		24,790		24,417
TOTALS			$	55,292	$	48,035	$	8,180	$	195,063	$	253,680

(a)  Non-income producing security.

(b)  Due to transactions during the year ended September 30, 2013, the company is no longer an affiliate.

(c)  Position in issuer liquidated during the year ended September 30, 2013.

6.  SUBSEQUENT EVENTS

Management has evaluated the possibility of subsequent events existing in the Funds' financial statements. International Fund was closed to most new investors as of the close of business on October 4, 2013. Please see the Prospectus Supplement dated October 4, 2013 available on oakmark.com, for additional information. Management has determined that there are no other material events that would require adjustment or disclosure in the Funds' financial statements through the date of the publication of this report.

oakmark.com 61

Oakmark Fund

Financial Highlights–Class I

For a share outstanding throughout each period

	Year Ended September 30,
	2013			2012			2011			2010			2009
Net Asset Value, Beginning of Year	$	48.97		$	37.87		$	38.36		$	34.55		$	35.31
Income From Investment Operations:
Net Investment Income		0.42	(a)		0.36	(a)		0.34	(a)		0.24			0.29	(a)
Net Gain (Loss) on Investments (both realized and unrealized)		12.22			11.09			(0.58	)		3.80			0.39
Total From Investment Operations		12.64			11.45			(0.24	)		4.04			0.68
Less Distributions:
From Net Investment Income		(0.38	)		(0.35	)		(0.25	)		(0.23	)		(0.45	)
From Capital Gains		(1.50	)		0.00			0.00			0.00			(0.99	)
Total Distributions		(1.88	)		(0.35	)		(0.25	)		(0.23	)		(1.44	)
Redemption Fees		0.00			0.00	(b)		0.00	(b)		0.00	(b)		0.00	(b)
Net Asset Value, End of Year	$	59.73		$	48.97		$	37.87		$	38.36		$	34.55
Total Return		26.75	%		30.43	%		-0.67	%		11.74	%		3.38	%
Ratios/Supplemental Data:
Net Assets, End of Year ($million)	$	10,409.0		$	6,738.7		$	4,512.5		$	3,419.3		$	3,144.2
Ratio of Expenses to Average Net Assets		0.95	%		1.03	%		1.04	%		1.11	%		1.23	%
Ratio of Net Investment Income to Average Net Assets		0.78	%		0.81	%		0.82	%		0.65	%		1.06	%
Portfolio Turnover Rate		19	%		27	%		18	%		24	%		62	%

Financial Highlights–Class II

For a share outstanding throughout each period

	Year Ended September 30,
	2013			2012			2011			2010			2009
Net Asset Value, Beginning of Year	$	48.89		$	37.78		$	38.32		$	34.56		$	35.12
Income From Investment Operations:
Net Investment Income		0.27	(a)		0.24	(a)		0.19	(a)		0.13			0.24	(a)
Net Gain (Loss) on Investments (both realized and unrealized)		12.20			11.09			(0.59	)		3.79			0.45
Total From Investment Operations		12.47			11.33			(0.40	)		3.92			0.69
Less Distributions:
From Net Investment Income		(0.28	)		(0.22	)		(0.14	)		(0.16	)		(0.26	)
From Capital Gains		(1.50	)		0.00			0.00			0.00			(0.99	)
Total Distributions		(1.78	)		(0.22	)		(0.14	)		(0.16	)		(1.25	)
Redemption Fees		0.00			0.00	(b)		0.00	(b)		0.00	(b)		0.00	(b)
Net Asset Value, End of Year	$	59.58		$	48.89		$	37.78		$	38.32		$	34.56
Total Return		26.41	%		30.11	%		-1.07	%		11.37	%		3.22	%
Ratios/Supplemental Data:
Net Assets, End of Year ($million)	$	93.8		$	36.1		$	24.7		$	9.0		$	8.2
Ratio of Expenses to Average Net Assets		1.23	%		1.30	%		1.45	%		1.42	%		1.44	%
Ratio of Net Investment Income to Average Net Assets		0.49	%		0.54	%		0.44	%		0.34	%		0.88	%
Portfolio Turnover Rate		19	%		27	%		18	%		24	%		62	%

(a)  Computed using average shares outstanding throughout the period.

(b)  Amount rounds to less than $0.01 per share.

62 THE OAKMARK FUNDS

Oakmark Select Fund

Financial Highlights–Class I

For a share outstanding throughout each period

	Year Ended September 30,
	2013			2012			2011			2010			2009
Net Asset Value, Beginning of Year	$	32.33		$	25.50		$	25.64		$	22.68		$	20.34
Income From Investment Operations:
Net Investment Income		0.04			0.04			0.04	(a)		0.06	(a)		0.11	(a)
Net Gain (Loss) on Investments (both realized and unrealized)		8.40			6.85			(0.12	)		2.97			2.48
Total From Investment Operations		8.44			6.89			(0.08	)		3.03			2.59
Less Distributions:
From Net Investment Income		(0.03	)		(0.06	)		(0.06	)		(0.07	)		(0.25	)
From Capital Gains		(3.00	)		0.00			0.00			0.00			0.00
Total Distributions		(3.03	)		(0.06	)		(0.06	)		(0.07	)		(0.25	)
Redemption Fees		0.00			0.00	(b)		0.00	(b)		0.00	(b)		0.00	(b)
Net Asset Value, End of Year	$	37.74		$	32.33		$	25.50		$	25.64		$	22.68
Total Return		28.40	%		27.05	%		-0.34	%		13.39	%		13.30	%
Ratios/Supplemental Data:
Net Assets, End of Year ($million)	$	3,944.6		$	3,029.5		$	2,266.7		$	2,407.8		$	2,265.3
Ratio of Expenses to Average Net Assets		1.01	%		1.05	%		1.07	%		1.08	%		1.19	%
Ratio of Net Investment Income to Average Net Assets		0.11	%		0.11	%		0.15	%		0.22	%		0.66	%
Portfolio Turnover Rate		24	%		32	%		16	%		25	%		34	%

Financial Highlights–Class II

For a share outstanding throughout each period

	Year Ended September 30,
	2013			2012			2011			2010			2009
Net Asset Value, Beginning of Year	$	32.21		$	25.43		$	25.59		$	22.70		$	20.29
Income From Investment Operations:
Net Investment Income (Loss)		(0.11	)		(0.06	)(a)		(0.05	)(a)		(0.02	)(a)		0.12	(a)
Net Gain (Loss) on Investments (both realized and unrealized)		8.40			6.84			(0.11	)		2.97			2.49
Total From Investment Operations		8.29			6.78			(0.16	)		2.95			2.61
Less Distributions:
From Net Investment Income		0.00			0.00			0.00			(0.06	)		(0.20	)
From Capital Gains		(3.00	)		0.00			0.00			0.00			0.00
Total Distributions		(3.00	)		0.00			0.00			(0.06	)		(0.20	)
Redemption Fees		0.00			0.00	(b)		0.00	(b)		0.00	(b)		0.00	(b)
Net Asset Value, End of Year	$	37.50		$	32.21		$	25.43		$	25.59		$	22.70
Total Return		27.99	%		26.66	%		-0.63	%		12.99	%		13.34	%
Ratios/Supplemental Data:
Net Assets, End of Year ($million)	$	15.0		$	11.8		$	8.0		$	8.3		$	8.1
Ratio of Expenses to Average Net Assets		1.33	%		1.36	%		1.38	%		1.39	%		1.28	%
Ratio of Net Investment Income (loss) to Average Net Assets		(0.21	)%		(0.21	)%		(0.16	)%		(0.08	)%		0.72	%
Portfolio Turnover Rate		24	%		32	%		16	%		25	%		34	%

(a)  Computed using average shares outstanding throughout the period.

(b)  Amount rounds to less than $0.01 per share.

oakmark.com 63

Oakmark Equity and Income Fund

Financial Highlights–Class I

For a share outstanding throughout each period

	Year Ended September 30,
	2013			2012			2011			2010			2009
Net Asset Value, Beginning of Year	$	29.09		$	25.62		$	26.03		$	24.72		$	25.57
Income From Investment Operations:
Net Investment Income		0.28			0.25			0.26			0.27	(a)		0.35	(a)
Net Gain (Loss) on Investments (both realized and unrealized)		4.68			4.07			(0.45	)		1.33			(0.24	)
Total From Investment Operations		4.96			4.32			(0.19	)		1.60			0.11
Less Distributions:
From Net Investment Income		(0.27	)		(0.38	)		(0.22	)		(0.29	)		(0.39	)
From Capital Gains		(0.72	)		(0.47	)		0.00			0.00			(0.57	)
Total Distributions		(0.99	)		(0.85	)		(0.22	)		(0.29	)		(0.96	)
Net Asset Value, End of Year	$	33.06		$	29.09		$	25.62		$	26.03		$	24.72
Total Return		17.63	%		17.19	%		-0.77	%		6.52	%		1.02	%
Ratios/Supplemental Data:
Net Assets, End of Year ($million)	$	18,222.5		$	17,889.0		$	16,441.0		$	16,993.7		$	14,418.4
Ratio of Expenses to Average Net Assets		0.77	%		0.78	%		0.77	%		0.79	%		0.85	%
Ratio of Net Investment Income to Average Net Assets		0.89	%		0.84	%		0.93	%		1.04	%		1.59	%
Portfolio Turnover Rate		25	%(b)		29	%		47	%		91	%		78	%(b)

Financial Highlights–Class II

For a share outstanding throughout each period

	Year Ended September 30,
	2013			2012			2011			2010			2009
Net Asset Value, Beginning of Year	$	28.90		$	25.45		$	25.85		$	24.57		$	25.40
Income From Investment Operations:
Net Investment Income		0.17			0.15			0.17			0.18			0.28	(a)
Net Gain (Loss) on Investments (both realized and unrealized)		4.66			4.05			(0.43	)		1.33			(0.24	)
Total From Investment Operations		4.83			4.20			(0.26	)		1.51			0.04
Less Distributions:
From Net Investment Income		(0.18	)		(0.28	)		(0.14	)		(0.23	)		(0.30	)
From Capital Gains		(0.72	)		(0.47	)		0.00			0.00			(0.57	)
Total Distributions		(0.90	)		(0.75	)		(0.14	)		(0.23	)		(0.87	)
Net Asset Value, End of Year	$	32.83		$	28.90		$	25.45		$	25.85		$	24.57
Total Return		17.23	%		16.82	%		-1.04	%		6.17	%		0.70	%
Ratios/Supplemental Data:
Net Assets, End of Year ($million)	$	1,211.4		$	1,288.0		$	1,212.2		$	1,270.1		$	1,110.4
Ratio of Expenses to Average Net Assets		1.10	%		1.09	%		1.09	%		1.12	%		1.18	%
Ratio of Net Investment Income to Average Net Assets		0.56	%		0.53	%		0.61	%		0.71	%		1.26	%
Portfolio Turnover Rate		25	%(b)		29	%		47	%		91	%		78	%(b)

(a)  Computed using average shares outstanding throughout the period.

(b)  The ratio excludes in-kind transactions.

64 THE OAKMARK FUNDS

Oakmark Global Fund

Financial Highlights–Class I

For a share outstanding throughout each period

	Year Ended September 30,
	2013			2012			2011			2010			2009
Net Asset Value, Beginning of Year	$	21.63		$	18.81		$	20.39		$	18.94		$	19.43
Income From Investment Operations:
Net Investment Income		0.21			0.20			0.16	(a)		0.10			0.11
Net Gain (Loss) on Investments (both realized and unrealized)		8.23			2.62			(1.65	)		1.49			0.13
Total From Investment Operations		8.44			2.82			(1.49	)		1.59			0.24
Less Distributions:
From Net Investment Income		(0.37	)		0.00			(0.09	)		(0.14	)		(0.70	)
From Capital Gains		0.00			0.00			0.00			0.00			(0.03	)
Total Distributions		(0.37	)		0.00			(0.09	)		(0.14	)		(0.73	)
Redemption Fees		0.00	(b)		0.00	(b)		0.00	(b)		0.00	(b)		0.00	(b)
Net Asset Value, End of Year	$	29.70		$	21.63		$	18.81		$	20.39		$	18.94
Total Return		39.55	%		14.99	%		-7.38	%		8.43	%		2.65	%
Ratios/Supplemental Data:
Net Assets, End of Year ($million)	$	2,880.4		$	2,062.8		$	1,816.9		$	2,031.8		$	1,675.9
Ratio of Expenses to Average Net Assets		1.13	%		1.16	%		1.16	%		1.15	%		1.23	%
Ratio of Net Investment Income to Average Net Assets		0.75	%		0.91	%		0.70	%		0.53	%		0.76	%
Portfolio Turnover Rate		45	%(c)		26	%		29	%(c)		37	%		32	%

Financial Highlights–Class II

For a share outstanding throughout each period

	Year Ended September 30,
	2013			2012			2011			2010			2009
Net Asset Value, Beginning of Year	$	21.11		$	18.42		$	19.97		$	18.58		$	19.01
Income From Investment Operations:
Net Investment Income		0.03			0.11	(a)		0.06	(a)		0.00	(b)		0.07	(a)
Net Gain (Loss) on Investments (both realized and unrealized)		8.14			2.58			(1.61	)		1.48			0.14
Total From Investment Operations		8.17			2.69			(1.55	)		1.48			0.21
Less Distributions:
From Net Investment Income		(0.30	)		0.00			0.00	(b)		(0.09	)		(0.61	)
From Capital Gains		0.00			0.00			0.00			0.00			(0.03	)
Total Distributions		(0.30	)		0.00			0.00	(b)		(0.09	)		(0.64	)
Redemption Fees		0.00	(b)		0.00	(b)		0.00	(b)		0.00	(b)		0.00	(b)
Net Asset Value, End of Year	$	28.98		$	21.11		$	18.42		$	19.97		$	18.58
Total Return		39.11	%		14.60	%		-7.75	%		8.02	%		2.43	%
Ratios/Supplemental Data:
Net Assets, End of Year ($million)	$	38.9		$	33.1		$	36.6		$	50.5		$	54.4
Ratio of Expenses to Average Net Assets		1.48	%		1.50	%		1.55	%		1.54	%		1.54	%
Ratio of Net Investment Income to Average Net Assets		0.40	%		0.55	%		0.27	%		0.09	%		0.46	%
Portfolio Turnover Rate		45	%(c)		26	%		29	%(c)		37	%		32	%

(a)  Computed using average shares outstanding throughout the period.

(b)  Amount rounds to less than $0.01 per share.

(c)  The ratio excludes in-kind transactions.

oakmark.com 65

Oakmark Global Select Fund

Financial Highlights–Class I

For a share outstanding throughout each period

	Year Ended September 30,
	2013			2012			2011			2010			2009
Net Asset Value, Beginning of Year	$	11.65		$	9.96		$	10.15		$	9.54		$	8.23
Income From Investment Operations:
Net Investment Income		0.14			0.09			0.02			0.04			0.06
Net Gain (Loss) on Investments (both realized and unrealized)		4.18			1.60			(0.19	)		0.61			1.60
Total From Investment Operations		4.32			1.69			(0.17	)		0.65			1.66
Less Distributions:
From Net Investment Income		(0.16	)		0.00			(0.02	)		(0.04	)		(0.35	)
From Capital Gains		(0.10	)		0.00			0.00			0.00			0.00
Total Distributions		(0.26	)		0.00			(0.02	)		(0.04	)		(0.35	)
Redemption Fees		0.00			0.00	(a)		0.00	(a)		0.00	(a)		0.00	(a)
Net Asset Value, End of Year	$	15.71		$	11.65		$	9.96		$	10.15		$	9.54
Total Return		37.69	%		16.97	%		-1.65	%		6.81	%		22.24	%
Ratios/Supplemental Data:
Net Assets, End of Year ($million)	$	1,159.8		$	555.8		$	422.0		$	329.9		$	266.2
Ratio of Expenses to Average Net Assets		1.15	%		1.23	%		1.24	%		1.29	%		1.43	%
Ratio of Net Investment Income to Average Net Assets		1.01	%		0.72	%		0.33	%		0.40	%		0.88	%
Portfolio Turnover Rate		36	%		36	%		49	%		50	%		41	%

(a)  Amount rounds to less than $0.01 per share.

66 THE OAKMARK FUNDS

Oakmark International Fund

Financial Highlights–Class I

For a share outstanding throughout each period

	Year Ended September 30,
	2013			2012			2011			2010			2009
Net Asset Value, Beginning of Year	$	18.79		$	16.13		$	18.18		$	16.25		$	15.71
Income From Investment Operations:
Net Investment Income		0.28			0.34	(a)		0.31	(a)		0.20	(a)		0.16	(a)
Net Gain (Loss) on Investments (both realized and unrealized)		7.26			2.45			(2.20	)		1.85			1.87
Total From Investment Operations		7.54			2.79			(1.89	)		2.05			2.03
Less Distributions:
From Net Investment Income		(0.44	)		(0.13	)		(0.16	)		(0.12	)		(1.39	)
From Capital Gains		0.00			0.00			0.00			0.00			(0.10	)
Total Distributions		(0.44	)		(0.13	)		(0.16	)		(0.12	)		(1.49	)
Redemption Fees		0.00			0.00	(b)		0.00	(b)		0.00	(b)		0.00	(b)
Net Asset Value, End of Year	$	25.89		$	18.79		$	16.13		$	18.18		$	16.25
Total Return		40.79	%		17.40	%		-10.54	%		12.67	%		17.71	%
Ratios/Supplemental Data:
Net Assets, End of Year ($million)	$	23,886.0		$	8,993.6		$	6,920.8		$	5,707.4		$	4,045.4
Ratio of Expenses to Average Net Assets		0.98	%		1.06	%		1.06	%		1.08	%		1.17	%
Ratio of Net Investment Income to Average Net Assets		1.58	%		1.90	%		1.63	%		1.21	%		1.32	%
Portfolio Turnover Rate		37	%(c)		38	%		45	%		51	%		53	%

Financial Highlights–Class II

For a share outstanding throughout each period

	Year Ended September 30,
	2013			2012			2011			2010			2009
Net Asset Value, Beginning of Year	$	18.86		$	16.18		$	18.25		$	16.38		$	15.55
Income From Investment Operations:
Net Investment Income		0.27	(a)		0.27			0.24	(a)		0.14	(a)		0.14	(a)
Net Gain (Loss) on Investments (both realized and unrealized)		7.23			2.47			(2.20	)		1.86			1.96
Total From Investment Operations		7.50			2.74			(1.96	)		2.00			2.10
Less Distributions:
From Net Investment Income		(0.38	)		(0.06	)		(0.11	)		(0.13	)		(1.17	)
From Capital Gains		0.00			0.00			0.00			0.00			(0.10	)
Total Distributions		(0.38	)		(0.06	)		(0.11	)		(0.13	)		(1.27	)
Redemption Fees		0.00			0.00	(b)		0.00	(b)		0.00	(b)		0.00	(b)
Net Asset Value, End of Year	$	25.98		$	18.86		$	16.18		$	18.25		$	16.38
Total Return		40.31	%		16.99	%		-10.85	%		12.26	%		17.70	%
Ratios/Supplemental Data:
Net Assets, End of Year ($million)	$	386.9		$	241.4		$	204.0		$	146.0		$	107.8
Ratio of Expenses to Average Net Assets		1.34	%		1.39	%		1.45	%		1.45	%		1.32	%
Ratio of Net Investment Income to Average Net Assets		1.20	%		1.55	%		1.26	%		0.83	%		1.15	%
Portfolio Turnover Rate		37	%(c)		38	%		45	%		51	%		53	%

(a)  Computed using average shares outstanding throughout the period.

(b)  Amount rounds to less than $0.01 per share.

(c)  The ratio excludes in-kind transactions.

oakmark.com 67

Oakmark International Small Cap Fund

Financial Highlights–Class I

For a share outstanding throughout each period

	Year Ended September 30,
	2013			2012			2011			2010			2009
Net Asset Value, Beginning of Year	$	13.06		$	11.56		$	13.02		$	11.51		$	11.36
Income From Investment Operations:
Net Investment Income		0.18			0.20			0.15	(a)		0.12	(a)		0.15	(a)
Net Gain (Loss) on Investments (both realized and unrealized)		4.26			1.32			(1.53	)		1.55			1.06
Total From Investment Operations		4.44			1.52			(1.38	)		1.67			1.21
Less Distributions:
From Net Investment Income		(0.21	)		(0.02	)		(0.08	)		(0.16	)		(0.93	)
From Capital Gains		0.00			0.00	(b)		0.00			0.00			(0.13	)
Total Distributions		(0.21	)		(0.02	)		(0.08	)		(0.16	)		(1.06	)
Redemption Fees		0.00	(b)		0.00	(b)		0.00	(b)		0.00	(b)		0.00	(b)
Net Asset Value, End of Year	$	17.29		$	13.06		$	11.56		$	13.02		$	11.51
Total Return		34.42	%		13.15	%		-10.72	%		14.70	%		16.28	%
Ratios/Supplemental Data:
Net Assets, End of Year ($million)	$	2,254.1		$	1,525.8		$	1,328.4		$	1,217.2		$	768.0
Ratio of Expenses to Average Net Assets		1.35	%		1.41	%		1.38	%		1.38	%		1.54	%
Ratio of Net Investment Income to Average Net Assets		1.23	%		1.54	%		1.10	%		1.02	%		1.77	%
Portfolio Turnover Rate		50	%		33	%		46	%		54	%		46	%

Financial Highlights–Class II

For a share outstanding throughout each period

	Year Ended September 30,
	2013			2012			2011			2010			2009
Net Asset Value, Beginning of Year	$	12.98		$	11.50		$	12.97		$	11.50		$	11.33
Income From Investment Operations:
Net Investment Income		0.13	(a)		0.17	(a)		0.12	(a)		0.09	(a)		0.14	(a)
Net Gain (Loss) on Investments (both realized and unrealized)		4.24			1.31			(1.55	)		1.54			1.06
Total From Investment Operations		4.37			1.48			(1.43	)		1.63			1.20
Less Distributions:
From Net Investment Income		(0.18	)		0.00			(0.04	)		(0.16	)		(0.90	)
From Capital Gains		0.00			0.00	(b)		0.00			0.00			(0.13	)
Total Distributions		(0.18	)		0.00	(b)		(0.04	)		(0.16	)		(1.03	)
Redemption Fees		0.00	(b)		0.00	(b)		0.00	(b)		0.00	(b)		0.00	(b)
Net Asset Value, End of Year	$	17.17		$	12.98		$	11.50		$	12.97		$	11.50
Total Return		34.04	%		12.90	%		-11.09	%		14.30	%		16.08	%
Ratios/Supplemental Data:
Net Assets, End of Year ($million)	$	3.5		$	2.6		$	1.9		$	1.4		$	0.8
Ratio of Expenses to Average Net Assets		1.64	%		1.69	%		1.72	%		1.72	%		1.71	%
Ratio of Net Investment Income to Average Net Assets		0.90	%		1.34	%		0.85	%		0.74	%		1.66	%
Portfolio Turnover Rate		50	%		33	%		46	%		54	%		46	%

(a)  Computed using average shares outstanding throughout the period.

(b)  Amount rounds to less than $0.01 per share.

68 THE OAKMARK FUNDS

Report of Independent Registered Public Accounting Firm

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

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of Harris Associates Investment Trust, comprised of Oakmark Fund, Oakmark Select Fund, Oakmark Equity and Income Fund, Oakmark Global Fund, Oakmark Global Select Fund, Oakmark International Fund, and Oakmark International Small Cap Fund (collectively the "Funds"), as of September 30, 2013, the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Funds' management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Funds are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Funds' internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of September 30, 2013, by correspondence with the Funds' custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of each of the Funds as of September 30, 2013, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Chicago, Illinois
November 18, 2013

oakmark.com 69

Federal Tax Information

(Unaudited)

Global, Global Select, International and Int'l Small Cap paid qualifying foreign taxes of $1,192,430, $728,435, $18,652,864 and $2,207,721 and earned $26,796,887, $9,716,088, $313,376,740 and $40,554,694 of foreign source income during the year ended September 30, 2013, respectively. Pursuant to Section 853 of the Internal Revenue Code, Global, Global Select, International and Int'l Small Cap designated $0.01, $0.01, $0.02 and $0.02 per share as foreign taxes paid and $0.27, $0.13, $0.33 and $0.31 per share as income earned from foreign sources for the year ended September 30, 2013, respectively.

Qualified dividend income ("QDI") received by the Funds through September 30, 2013 that qualified for a reduced tax rate pursuant to the Jobs and Growth Tax Relief Reconciliation Act of 2003 are as follows (in thousands):

Fund
Oakmark	$	150,666
Select		36,464
Equity and Income		215,024
Global		37,197
Global Select		14,707
International		302,673
Int'l Small Cap		38,689

For corporate shareholders, a portion of the ordinary dividends paid during the Funds' year ended September 30, 2013 qualified for the dividends received deduction, as follows:

Fund
Oakmark	100.00	%
Select	100.00	%
Equity and Income	100.00	%
Global	42.43	%
Global Select	55.77	%
International	0.00	%
Int'l Small Cap	0.00	%

Disclosures and Endnotes

Reporting to Shareholders. The Funds reduce the number of duplicate prospectuses, annual and semi-annual reports your household receives by sending only one copy of each to those addresses shared by two or more accounts. Call the Funds at 1-800-OAKMARK to request individual copies of these documents. The Funds will begin sending individual copies thirty days after receiving your request.

Before investing in any Oakmark Fund, you should carefully consider the Fund's investment objectives, risks, management fees and other expenses. This and other important information is contained in a Fund's prospectus and summary prospectus. Please read the prospectus and summary prospectus carefully before investing. For more information, please visit oakmark.com or call 1-800-OAKMARK (625-6275).

The discussion of the Funds' investments and investment strategy (including current investment themes, the portfolio managers' research and investment process, and portfolio characteristics) represents the Funds' investments and the views of the portfolio managers and Harris Associates L.P., the Funds' investment adviser, at the time of this report, and are subject to change without notice.

Endnotes:

1.  The S&P 500 Total Return Index is a market capitalization-weighted index of 500 large-capitalization stocks commonly used to represent the U.S. equity market. All returns reflect reinvested dividends and capital gains distributions. This index is unmanaged and investors cannot invest directly in this index.

2.  Total return includes change in share prices and in each case includes reinvestment of any dividends and capital gain distributions.

3.  The Dow Jones Industrial Average is an index that includes 30 U.S. blue-chip stocks that are generally the leaders in their industry. This index is unmanaged and investors cannot invest directly in this index.

4.  The Lipper Large Cap Value Funds Index is an equally-weighted index of the largest 30 funds within the large cap value funds investment objective as defined by Lipper Inc. The index is adjusted for the reinvestment of capital gains and income dividends. This index is unmanaged and investors cannot invest directly in this index.

5.  Portfolio holdings are subject to change without notice and are not intended as recommendations of individual stocks.

6.  The Price-Earnings Ratio ("P/E") is the most common measure of the expensiveness of a stock.

7.  The Lipper Multi-Cap Value Funds Index tracks the results of the 30 largest mutual funds in the Lipper Multi-Cap Value Funds category. This index is unmanaged and investors cannot invest directly in this index.

8.  The Barclays U.S. Aggregate Bond Index is a benchmark index made up of the Barclays U.S. Government/Credit Bond Index, Mortgage-Backed Securities Index, and Asset-Backed Securities Index, including securities that are investment-grade quality or higher, have at least one year to maturity, and have an outstanding par value of at least $100 million. This index is unmanaged and investors cannot invest directly in this index.

9.  The Lipper Balanced Funds Index measures the performance of the 30 largest U.S. balanced funds tracked

70 THE OAKMARK FUNDS

Disclosures and Endnotes (continued)

by Lipper. This index is unmanaged and investors cannot invest directly in this index.

10.  The Barclays U.S. Government/Credit Index is a benchmark index made up of the Barclays U.S. Government and U.S. Corporate Bond indices, including U.S. government Treasury and agency securities as well as corporate and Yankee bonds. This index is unmanaged and investors cannot invest directly in this index.

11.  The MSCI World Index (Net) is a free float-adjusted market capitalization weighted index that is designed to measure the global equity market performance of developed markets. This benchmark calculates reinvested dividends net of withholding taxes using Luxembourg tax rates. This index is unmanaged and investors cannot invest directly in this index.

12.  The Lipper Global Funds Index measures the performance of the 30 largest mutual funds that invest in securities throughout the world. This index is unmanaged and investors cannot invest directly in this index.

13.  The MSCI World ex U.S. Index (Net) is a free float-adjusted market capitalization index that is designed to measure international developed market equity performance, excluding the U.S. This benchmark calculates reinvested dividends net of withholding taxes using Luxembourg tax rates. This index is unmanaged and investors cannot invest directly in this index.

14.  The MSCI EAFE (Europe, Australasia, Far East) Index (Net) is a free float-adjusted market capitalization index that is designed to measure the international equity market performance of developed markets, excluding the U.S. & Canada. This benchmark calculates reinvested dividends net of withholding taxes using Luxembourg tax rates. This index is unmanaged and investors cannot invest directly in this index.

15.  The Lipper International Funds Index reflects the net asset value weighted total return of the 30 largest international equity funds. This index is unmanaged and investors cannot invest directly in this index.

16.  The MSCI World ex U.S. Small Cap Index (Net) is a free float-adjusted market capitalization index that is designed to measure global developed market equity performance, excluding the U.S. The MSCI Small Cap Indices target 40% of the eligible Small Cap universe within each industry group, within each country. MSCI defines the Small Cap universe as all listed securities that have a market capitalization in the range of USD200-1,500 million. This benchmark calculates reinvested dividends net of withholding taxes using Luxembourg tax rates. This index is unmanaged and investors cannot invest directly in this index.

17.  The Lipper International Small Cap Funds Index measures the performance of the 10 largest international small-cap funds tracked by Lipper. This index is unmanaged and investors cannot invest directly in this index.

OAKMARK, OAKMARK FUNDS, OAKMARK INTERNATIONAL, and OAKMARK and tree design are trademarks owned or registered by Harris Associates L.P. in the U.S. and/or other countries.

oakmark.com 71

Trustees and Officers

The board of trustees has overall responsibility for the conduct of the affairs of Harris Associates Investment Trust ("Trust"), and its seven series, The Oakmark Funds. Each trustee serves until the next annual meeting of shareholders and until the election and qualification of his or her successor, or until he or she dies, resigns or is removed. Each trustee must retire at the end of the calendar year in which the trustee attains the age of 72. The board of trustees may fill any vacancy on the board provided that after such appointment, at least two-thirds of the trustees have been elected by the shareholders. No person shall be appointed or elected to serve as a trustee after attaining the age of 65. The shareholders may remove a trustee by a vote of two-thirds of the outstanding shares of the Trust at any meeting of shareholders called for the purpose of removing such trustee.

The board of trustees elects or appoints the officers of the Trust. The president, any vice president, treasurer and secretary serves until the election and qualification of his or her successor, or until he or she dies, resigns, or is removed or disqualified. Each other officer shall serve at the pleasure of the board of trustees. The board of trustees may remove any officer at any time, with or without cause, by the vote of a majority of the trustees then in office.

The names and ages of the trustees and officers, the position each holds with the Trust, the date each was first elected to office, their principal business occupations during the last five years and other directorships held are shown below.

Trustees Who Are Interested Persons of the Trust

Name and age†	First Year of Current Position		Principal Occupation(s) Held During Past Five Years#	Other Directorships Held by Trustee
Kristi L. Rowsell* 47 President		2010	President and Director, HAI, Harris Associates L.P. ("HALP") and Harris Associates Securities L.P. ("HASLP"), since 2010; Director, Chief Financial Officer and Treasurer, HAI, HALP and HASLP 2005-2010.	None

Trustees Who Are Not Interested Persons of the Trust

Name and age†	First Year of Current Position		Principal Occupation(s) Held During Past Five Years#	Other Directorships Held by Trustee
Allan J. Reich** 65 Chairman		1993	Senior Partner, Seyfarth Shaw LLP (law firm).	None
Michael J. Friduss 71		1995	Principal, MJ Friduss & Associates (telecommunications consultants).	None
Thomas H. Hayden 62		1995	Lecturer, Department of Integrated Marketing Communications, the Medill School, Northwestern University, since July 2006.	None
Christine M. Maki 52		1995	Senior Vice President—Tax, RR Donnelley & Sons Company (global provider of integrated communications), since August 2008; Senior Vice President—Tax, Global Hyatt Corporation (hotel management) from 1995 to 2008.	None
Laurence C. Morse, Ph.D.*** 62		2013	Managing Partner, Fairview Capital Partners, Inc. (private equity investment management firm).	Director, Webster Bank (bank and financial institution); Director, Webster Financial Corporation (bank holding company)
Steven S. Rogers 56		2006	Senior Lecturer of Business Administration, Harvard Business School since 2012; Clinical Professor of Finance & Management, Kellogg Graduate School of Management, Northwestern University since 1995-2012; Entrepreneur-in-Residence, Ewing Marion Kauffman Foundation since 1994.	Director, SC Johnson Wax (manufacturer of household cleaning, personal care and insecticide products), AMCORE Financial, Inc. (bank holding company), and W.S. Darley & Co. (fire fighting and emergency equipment manufacturers)
Burton W. Ruder 69		1995	President, BWR Enterprises (venture capital investment and transactional financing firm); Manager, Cedar Green Associates (real estate management firm).	None
Peter S. Voss 66		1995	Retired, since 2007.	None
Gary N. Wilner, M.D.**** 72		1993	Retired, since 2004.	None

72 THE OAKMARK FUNDS

Trustees and Officers (continued)

Other Officers of the Trust

Name and age†	Position(s) with Trust	First Year of Current Position		Principal Occupation(s) Held During Past Five Years#
Robert M. Levy 63	Executive Vice President		2003	Director, HAI; Chairman and Chief Investment Officer, Domestic Equity of HAI, HALP and HASLP; Portfolio Manager, HALP
Judson H. Brooks#### 42	Vice President		2013	Analyst, HALP
Anthony P. Coniaris## 36	Vice President and Portfolio Manager (Oakmark Select Fund)		2013	Portfolio Manager and Analyst, HALP
Richard J. Gorman 47	Vice President, Chief Compliance Officer, Anti-Money Laundering Officer, and Assistant Secretary		2006	Chief Compliance Officer of the Trust
Kevin G. Grant 49	Vice President and Portfolio Manager (Oakmark Fund)		2000	Portfolio Manager and Analyst, HALP
Thomas E. Herman 51	Principal Financial Officer		2011	Chief Financial Officer and Treasurer, HAI, HALP and HASLP since 2010; Senior V.P., Chief Financial Officer and Treasurer, Ariel Investments, prior thereto.
David G. Herro 52	Vice President and Portfolio Manager (Oakmark Global Select Fund, Oakmark International Fund and Oakmark International Small Cap Fund)		1992	Director, HAI; Vice President and Chief Investment Officer, International Equity, HAI and HALP; Portfolio Manager and Analyst, HALP
M. Colin Hudson### 43	Vice President and Portfolio Manager (Oakmark Equity and Income Fund)		2013	Portfolio Manager and Analyst, HALP
John J. Kane 42	Treasurer		2005	Director, Global Investment Services, HALP since 2008
Matthew A. Logan### 29	Vice President and Portfolio Manager (Oakmark Equity and Income Fund)		2013	Portfolio Manager and Analyst, HALP
Michael L. Manelli 33	Vice President and Portfolio Manager (Oakmark International Small Cap Fund)		2011	Portfolio Manager and Analyst, HALP
Clyde S. McGregor 60	Vice President and Portfolio Manager (Oakmark Equity and Income Fund and Oakmark Global Fund)		1995	Vice President, HAI and HALP; Portfolio Manager, HALP
Thomas W. Murray## 43	Vice President and Portfolio Manager (Oakmark Select Fund)		2013	Vice President and Director of Domestic Research, HAI and HALP since 2012; Portfolio Manager and Analyst, HALP
Michael J. Neary 45	Vice President		2009	Managing Director, Marketing and Client Relations, HALP
William C. Nygren 55	Vice President and Portfolio Manager (Oakmark Fund, Oakmark Select Fund and Oakmark Global Select Fund)		1996	Vice President, HAI and HALP; Portfolio Manager and Analyst, HALP
Vineeta D. Raketich 42	Vice President		2003	Managing Director, Global Operations and Client Relations, HALP
Janet L. Reali 62	Vice President, Secretary and Chief Legal Officer		2001	Director, HAI; Vice President, General Counsel and Secretary, HAI and HALP; General Counsel and Chief Compliance Officer, HASLP
Robert A. Taylor 40	Vice President and Portfolio Manager (Oakmark Global Fund and Oakmark International Fund)		2005	Vice President and Director of International Research HAI and HALP; Portfolio Manager and Analyst, HALP

oakmark.com 73

Trustees and Officers (continued)

Name and age†	Position(s) with Trust	First Year of Current Position		Principal Occupation(s) Held During Past Five Years#
Andrew J. Tedeschi 48	Assistant Treasurer		2008	Employee of HALP
Edward J. Wojciechowski### 40	Vice President and Portfolio Manager (Oakmark Equity and Income Fund)		2013	Portfolio Manager, Analyst and Director of Fixed Income, HALP
Randall T. Zipfel##### 55	Vice President		2013	Chief Operating Officer, HALP since 2013; formerly, Senior Vice President, Chief Administrative Officer and Chief Operating Officer, Calamos Investments (2006-2013)

†  Age for Trustees and Officers is as of September 30, 2013.

*  Ms. Rowsell is a trustee who is an "interested person" of the Trust as defined in the 1940 Act because she is an officer of the Adviser and a director of HAI.

**  On January 1, 2013, Allan J. Reich was appointed Chairman of the board of trustees.

***  Dr. Morse was appointed a Trustee effective October 15, 2013.

****  Dr. Wilner retired from the board of trustees on December 31, 2012.

#  As used in this table, "HALP," "HAI" and "HASLP" refer to the Adviser, the general partner of the Adviser, and the Funds' distributor, respectively.

##  Prior to January 2013, Messrs. Coniaris and Murray were not officers or portfolio managers of the Select Fund.

###  Prior to April 17, 2013, Messrs. Hudson, Logan and Wojciechowski were not officers or portfolio managers of the Equity and Income Fund.

####  Prior to July 17, 2013, Mr. Brooks was not an officer of the Trust.

#####  Prior to October 16, 2013, Mr. Zipfel was not an officer of the Trust.

Unless otherwise noted, the business address of each officer and trustee listed in the tables is Two North LaSalle Street, Suite 500, Chicago, Illinois 60602-3790.

The Statement of Additional Information (SAI) contains further information about the trustees and is available without charge upon your request by calling 1-800-625-6275.

74 THE OAKMARK FUNDS

The Oakmark Funds

Other Information

Investment Adviser

Harris Associates L.P.
Two North LaSalle Street
Chicago, Illinois 60602-3790

Transfer Agent

Boston Financial Data Services, Inc.
Quincy, Massachusetts

Legal Counsel

K&L Gates LLP
Chicago, Illinois

Independent Registered Public Accounting Firm

Deloitte & Touche LLP
Chicago, Illinois

Contact Us

Please call 1-800-OAKMARK
(1-800-625-6275)
or 617-483-8327

Website

oakmark.com

To obtain a prospectus, an application or periodic reports, access our web site at oakmark.com, or call 1-800-OAKMARK (1-800-625-6275) or (617) 483-8327.

Each Fund will file its complete schedule of portfolio holdings with the Securities and Exchange Commission ("SEC") for the first and third quarters of each fiscal year on Form N-Q. The Funds' Form N-Q is available on the SEC's website at sec.gov. The Funds' Form N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

A description of the policies and procedures the Funds use to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling toll-free 1-800-625-6275; on the Funds' website at oakmark.com; and on the Securities and Exchange Commission's website at sec.gov.

No later than August 31 of each year, information regarding how the Adviser, on behalf of the Funds, voted proxies relating to the Funds' portfolio securities for the twelve months ended the preceding June 30 will be available through a link on the Funds' website at oakmark.com and on the SEC's website at sec.gov.

This report 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 or summary prospectus of the Funds.

No sales charge to the shareholder or to the new investor is made in offering the shares of the Funds, however, a shareholder of the Oakmark International Small Cap Fund may incur a 2% redemption fee on an exchange or redemption of Class I Shares and Class II Shares held for 90 days or less.

oakmark.com

OAKMARK FUND CLASS II

THE VALUE OF A $10,000 INVESTMENT IN OAKMARK FUND FROM ITS
INCEPTION (04/05/01) TO PRESENT (09/30/13) AS COMPARED TO THE
STANDARD & POOR'S 500 INDEX (UNAUDITED)

Average Annual Total Returns
(as of 09/30/13)

(Unaudited)	1-year			5-year			10-year			Since Inception (04/05/01)
Oakmark Fund (Class II)		26.41	%		13.34	%		8.45	%		7.20	%
S&P 500 Index		19.34	%		10.02	%		7.57	%		5.12	%

The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

The expense ratio for Class II shares as of 09/30/12 was 1.30% and 1.23% as of 09/30/13.

The performance data quoted represents past performance. Past performance does not guarantee future results. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. Average annual total return measures annualized change, while total return measures aggregate change. To obtain the most recent month-end performance data, visit oakmark.com.

The S&P 500 Total Return Index is a broad market-weighted average of U.S. blue-chip companies. This index is unmanaged and investors cannot invest directly in this index.

Harris Associates Securities L.P., member FINRA, November 2013

OAKMARK SELECT FUND CLASS II

THE VALUE OF A $10,000 INVESTMENT IN OAKMARK SELECT FUND FROM ITS
INCEPTION (12/31/99) TO PRESENT (09/30/13) AS COMPARED TO THE
STANDARD & POOR'S 500 INDEX (UNAUDITED)

Average Annual Total Returns
(as of 09/30/13)

(Unaudited)	1-year			5-year			10-year			Since Inception (12/31/99)
Oakmark Select Fund (Class II)		27.99	%		15.59	%		7.36	%		8.90	%
S&P 500 Index		19.34	%		10.02	%		7.57	%		2.91	%

The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

The expense ratio for Class II shares as of 09/30/12 was 1.36% and 1.33% as of 09/30/13.

The performance data quoted represents past performance. Past performance does not guarantee future results. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. Average annual total return measures annualized change, while total return measures aggregate change. To obtain the most recent month-end performance data, visit oakmark.com.

The S&P 500 Total Return Index is a broad market-weighted average of U.S. blue-chip companies. This index is unmanaged and investors cannot invest directly in this index.

Harris Associates Securities L.P., member FINRA, November 2013

OAKMARK EQUITY AND INCOME FUND CLASS II

THE VALUE OF A $10,000 INVESTMENT IN OAKMARK EQUITY AND INCOME
FUND FROM ITS INCEPTION (07/12/00) TO PRESENT (09/30/13) AS COMPARED TO
THE LIPPER BALANCED FUND INDEX (UNAUDITED)

Average Annual Total Returns

(as of 09/30/13)

(Unaudited)	1-year			5-year			10-year			Since Inception (7/13/00)
Oakmark Equity & Income Fund (Class II)		17.23	%		7.70	%		8.22	%		9.13	%
Lipper Balanced Fund Index		11.70	%		8.11	%		6.44	%		4.39	%
S&P 500 Index		19.34	%		10.02	%		7.57	%		2.86	%
Barclays U.S. Govt./Credit Index		-1.96	%		5.71	%		4.52	%		5.77	%

The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

The expense ratio for Class II shares as of 09/30/12 was 1.09% and 1.10% as of 09/30/13.

The performance data quoted represents past performance. Past performance does not guarantee future results. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. Average annual total return measures annualized change, while total return measures aggregate change. To obtain the most recent month-end performance data, visit oakmark.com.

The Lipper Balanced Fund Index measures the performance of the 30 largest U.S. balanced funds tracked by Lipper. This index is unmanaged and investors cannot invest directly in this index.

Harris Associates Securities L.P., member FINRA, November 2013

OAKMARK GLOBAL FUND CLASS II

THE VALUE OF A $10,000 INVESTMENT IN OAKMARK GLOBAL FUND
FROM ITS INCEPTION (10/10/01) TO PRESENT (09/30/13) AS COMPARED TO THE
MSCI WORLD INDEX (UNAUDITED)

Average Annual Total Returns
(as of 09/30/13)

(Unaudited)	1-year			5-year			10-year			Since Inception (10/10/01)
Oakmark Global Fund (Class II)		39.11	%		10.23	%		9.87	%		12.11	%
MSCI World Index		20.21	%		7.84	%		7.58	%		6.12	%

The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

The expense ratio for Class II shares as of 09/30/12 was 1.50% and 1.48% as of 09/30/13.

The performance data quoted represents past performance. Past performance does not guarantee future results. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. Average annual total return measures annualized change, while total return measures aggregate change. To obtain the most recent month-end performance data, visit oakmark.com.

The MSCI World Index (Net) is a free float-adjusted market capitalization weighted index that is designed to measure the global equity market performance of developed markets. This benchmark calculates reinvested dividends net of withholding taxes using Luxembourg tax rates. This index is unmanaged and investors cannot invest directly in this index.

Harris Associates Securities L.P., member FINRA, November 2013

OAKMARK INTERNATIONAL FUND CLASS II

THE VALUE OF A $10,000 INVESTMENT IN OAKMARK INTERNATIONAL FUND
FROM ITS INCEPTION (11/04/99) TO PRESENT (09/30/13) AS COMPARED TO THE
MSCI WORLD EX U.S. INDEX (UNAUDITED)

Average Annual Total Returns
(as of 09/30/13)

(Unaudited)	1-year			5-year			10-year			Since Inception (11/04/99)
Oakmark International Fund (Class II)		40.31	%		14.10	%		11.27	%		9.53	%
MSCI World ex U.S. Index		21.45	%		6.12	%		8.18	%		3.79	%

The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

The expense ratio for Class II shares as of 09/30/12 was 1.39% and 1.34% as of 09/30/13.

The performance data quoted represents past performance. Past performance does not guarantee future results. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. Average annual total return measures annualized change, while total return measures aggregate change. To obtain the most recent month-end performance data, visit oakmark.com.

The MSCI World ex U.S. Index (Net) is a free float-adjusted market capitalization index that is designed to measure international developed market equity performance, excluding the U.S. This benchmark calculates reinvested dividends net of withholding taxes using Luxembourg tax rates. This index is unmanaged and investors cannot invest directly in this index.

Harris Associates Securities L.P., member FINRA, November 2013

OAKMARK INTERNATIONAL
SMALL CAP FUND CLASS II

THE VALUE OF A $10,000 INVESTMENT IN OAKMARK INTERNATIONAL SMALL CAP FUND FROM ITS INCEPTION (01/08/01) TO PRESENT (09/30/13) AS COMPARED TO THE MSCI WORLD EX U.S. SMALL CAP INDEX (UNAUDITED)

Average Annual Total Returns
(as of 09/30/13)

(Unaudited)	1-year			5-year			10-year			Since Inception (1/8/01)
Oakmark International Small Cap Fund (Class II)		34.04	%		12.29	%		11.70	%		11.69	%
MSCI World ex U.S. Small Cap Index		24.75	%		11.06	%		10.15	%		9.22	%

The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

The expense ratio for Class II shares as of 09/30/12 was 1.69% and 1.64% as of 09/30/13.

The performance data quoted represents past performance. The above performance information does not reflect the imposition of a 2% redemption fee on shares held for 90 days or less. If reflected, the fee would reduce the performance quoted. Past performance does not guarantee future results. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. Average annual total return measures annualized change, while total return measures aggregate change. To obtain the most recent month-end performance data, visit oakmark.com.

The MSCI World ex U.S. Small Cap Index (Net) is a free float-adjusted market capitalization index that is designed to measure global developed market equity performance, excluding the U.S. The MSCI Small Cap Indices target 40% of the eligible Small Cap universe within each industry group, within each country. MSCI defines the Small Cap universe as all listed securities that have a market capitalization in the range of USD200-1,500 million. This benchmark calculates reinvested dividends net of withholding taxes using Luxembourg tax rates. This index is unmanaged and investors cannot invest directly in this index.

Harris Associates Securities L.P., member FINRA, November 2013

Item 2. Code of Ethics.

(a) Registrant has adopted a code of ethics (the “Code”) that applies to its Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer.

(b) No disclosures are required by this Item 2(b).

(c) During the period covered by the report, no amendments were made to the provisions of the Code.

(d) During the period covered by the report, Registrant did not grant any waivers, including implicit waivers, from the provisions of the Code.

(e) Not applicable.

(f) A copy of the Code is filed as Exhibit (a)(1) to this Form N-CSR.  Copies of the Code will also be made available free of charge upon request, by writing or calling The Oakmark Funds, P.O. Box 8510, Boston, MA 02266-8510, 1-800-OAKMARK, (1-800-625-6275).

Item 3. Audit Committee Financial Expert.

Registrant’s board of trustees has determined that each of the following members of the Registrant’s audit committee qualifies as an “audit committee financial expert,” as such term is defined in Instruction 2(b) to Item 3 of Form N-CSR:  Christine M. Maki, Stephen S. Rogers, Burton W. Ruder and Peter S. Voss.  Each of those members of Registrant’s audit committee is “independent” as such term is defined in paragraph (a)(2) of Item 3 of Form N-CSR.

Under applicable securities laws, a person who is determined to be an audit committee financial expert will not be deemed an “expert” for any purpose, including without limitation for the purposes of Section 11 of the Securities Act of 1933, as a result of being designated or identified as an audit committee financial expert.  The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or liability that are greater than the duties, obligations, and liability imposed on such person as a member of the audit committee and board of trustees in the absence of such designation or identification.  The designation or identification of a person as an audit committee financial expert does not affect the duties, obligations, or liability of any other member of the audit committee or board of trustees.

Item 4. Principal Accountant Fees and Services.

Aggregate fees billed to the Registrant for professional services rendered by the Registrant’s principal accountant were as follows:

	Fiscal Year Ended September 30, 2013		Fiscal Year Ended September 30, 2012
Audit Fees(1)	$	243,000	$	243,000
Audit-Related Fees(2)	$	0	$	0
Tax Fees(3)	$	39,700	$	39,700
All Other Fees(4)	$	124,421	$	0

During its regularly scheduled periodic meetings, the Registrant’s audit committee will pre-approve all audit, audit-related, tax and other services to be provided by the principal accountants of the Registrant.  The audit committee has authorized its chair to exercise that authority in the intervals between meetings; and the chair presents any such pre-approvals to the audit committee at its next regularly scheduled meeting.  Under paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X, pre-approval of non-audit services may be waived provided that: 1) the aggregate amount for all such services provided constitutes no more than five percent of the total amount of revenues paid by the Registrant to its principal accountant during the fiscal year in which such services are provided; 2) such services were not recognized by management at the time of engagement as non-audit services; and 3) such services are promptly brought to the attention of the Registrant’s audit committee by management and approved prior to the completion of the audit by the audit committee or by one or more members of the audit committee who are members of the board of trustees to whom authority to grant such approvals has been delegated by the audit committee.

No audit-related, tax or non-audit services were approved by waiver pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(1)“Audit Fees” include amounts for professional services rendered by the principal accountant for the audit of the Registrant’s annual financial statements and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements.

(2)“Audit-Related Fees” include amounts for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the Registrant’s financial statements.

(3)“Tax Fees” include amounts for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning, specifically distribution consultation.

(4)“All Other Fees” include amounts for products and services provided by the principal accountant.

Less than 50 percent of the hours expended on the principal accountant’s engagement to audit the Registrant’s financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees.

The aggregate non-audit fees billed for the fiscal years ended September 30, 2013 and September 30, 2012 by the Registrant’s principal accountant for services rendered to the Registrant, its investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the Registrant were $124,421 and $0, respectively. These non-audit services provided to the Registrant by the principal accountant related to clerical and ministerial tasks for the filing of tax reclaims in certain European Union countries.

The audit committee of Registrant’s board of trustees has considered whether the provision of non-audit services that were rendered by Registrant’s principal accountant to Registrant’s investment adviser, and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the Registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Investments.

(a) The Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the annual report to shareholders filed under Item 1 of this Form.

(b) No disclosures are required by this Item 6(b).

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8.  Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

During the period covered by this report, no material changes were made to the procedures by which shareholders may recommend nominees to the Registrant’s board of trustees that were adopted in fiscal year 2004.

Item 11. Controls and Procedures.

(a) Based on an evaluation of the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, the “Disclosure Controls”), the Disclosure Controls are effectively designed to ensure that information required to be disclosed by the Registrant in this report is recorded, processed, summarized, and reported within 90 days prior to the filing of this report, including ensuring that information required to be disclosed in this report is accumulated and communicated to the Registrant’s management, including the Registrant’s principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

(b) There were no changes in the Registrant’s internal controls over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the Registrant’s second fiscal quarter of the time period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Item 12. Exhibits.

(a)(1)Code of Ethics for Principal Executive Officer and Senior Financial Officers (as referenced in Item 2 above), attached hereto as Exhibit (a)(1).

(2)Certifications of Kristi L. Rowsell, Principal Executive Officer, and Thomas E. Herman, Principal Financial Officer, pursuant to Rule 30a-2 under the Investment Company Act of 1940 (17 CFR 270.30a-2), attached hereto as Exhibits (a)(2)(i) and (a)(2)(ii).

(3)Not applicable.

(b)Certification of Kristi L. Rowsell, Principal Executive Officer, and Thomas E. Herman, Principal Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, attached hereto as Exhibit (b).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Harris Associates Investment Trust

By:	/s/ Kristi L. Rowsell
	Kristi L. Rowsell
	Principal Executive Officer
Date:	November 22, 2013

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

By:	/s/ Kristi L. Rowsell
	Kristi L. Rowsell
	Principal Executive Officer
Date:	November 22, 2013
By:	/s/ Thomas E. Herman
	Thomas E. Herman
	Principal Financial Officer
Date:	November 22, 2013