THE OAKMARK EQUITY AND INCOME FUND

Report from Clyde S. McGregor and Edward A. Studzinski,
Portfolio Managers

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THE VALUE OF A $10,000 INVESTMENT IN THE OAKMARK EQUITY AND INCOME FUND FROM ITS INCEPTION (11/1/95) TO PRESENT (3/31/01) AS COMPARED TO THE LIPPER BALANCED FUND INDEX14
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3/31/01 NAV2 $16.62 Total Return
Last 3 months*
Average Annual Total Return3
Through 3/31/01
From Fund Inception
11/1/95

The Oakmark Equity & Income Fund 4.14% 16.26%
Lipper Balanced Fund Index -5.01% 10.73%
Lehman Govt./Corp. Bond15 3.20% 6.97%
S&P 500 w/inc.1 -11.86% 15.42%
*Not annualized.

Quarter and Mid-Year Review

Returns to the Oakmark Equity and Income Fund have been surprisingly consistent over the past six months despite the volatile experience of the market averages. The Fund returned 4.1% in the quarter ended March 31, which compares to a loss of 5.0% for the Lipper Balanced Fund Index. For the six months, the result was a positive 9.0%, again a favorable comparison to the 6.3% which the Lipper lost in the period. While we are happy that the Fund looks good relative to its competitive benchmark, the positive rate of return pleases us more. Our primary goal for Oakmark Equity and Income is to generate positive rates of return in all environments. If we can keep the Fund moving forward most of the time, we know that the relative outcomes will take care of themselves.

Ignore the Media!

If you have been watching a lot of business television over the last few years, you will certainly answer the following question incorrectly: "In which year did more New York Stock Exchange issues decline in price, 1999 or 2000?" The correct answer was 1999 by a landslide. Two-thirds of NYSE16 issues lost money in 1999 while only 43% suffered this outcome in 2000. What seems to be a paradox is explained by the fact that in 1999 the issues with the largest market capitalizations excelled while they lagged last year. Measures of market breadth began to improve midway through 2000 even as the market averages were rolling over. As an example of what we mean, on most days when the averages sank in the just-ended quarter, the NYSE reported more stocks hitting new highs than new lows. Two years ago some analysts wrote of a "stealth bear market." Given all of the gloom and doom on the media these days it is clear that the bull market we are describing is equally stealthy.

In his letter to shareholders in the 2000 annual report for Berkshire Hathaway famed investor Warren Buffett wrote that there are no bargains in the market currently. We are sympathetic to this point of view and believe that the stealth bull market described above explains this outcome. It also explains the higher than typical percentage of cash in the Fund. We do differ from Buffett in one respect. He writes that he is "content with what we own, but far from excited by it." In the Oakmark Equity and Income Fund we are still reasonably excited by what we own, and reasonably excited is about all one can hope for from two 50-ish portfolio managers.

Total Returns
as of March 31, 2001
3 Months* 4.14%
6 Months* 8.96%
1 Year 19.54%6
*Not annualized

Average Annual Total Returns
as of March 31, 2001

3 Year 11.68%
5 Year 16.58%
Since inception 16.26%

TIPS

No, we are not referring to the next hot stock idea. The most significant new position to enter the Equity and Income Fund portfolio in the quarter was our first ever commitment to Treasury Inflation Protection Securities, often referred to as "TIPS". While other nations have issued inflation-indexed securities for many years, the US Treasury's initial foray into this market occurred in 1997. TIPS carry coupons that are lower than traditional Treasury notes of comparable maturity, but these coupons represent real returns because the principal value of the notes is adjusted daily based on the rate of inflation (CPI) which was experienced over the preceding half year. Since the principal grows with inflation, the cash interest we receive from these notes is above and beyond the inflation rate in the US economy and is a "real" return on the Fund's money.

Highlights

  • The Fund returned 4.1% in the quarter ended March 31, which compares to a loss of 5.0% for the Lipper Balanced Fund Index.
  • For the past six months, the Fund Returned 9.0% versus -6.3% for the Lipper Index. We are happy that the fund has performed well versus its peers, but even more pleased at the positive rate of return.
  • A significant new position to the Fund's portfolio is Treasury Inflation Protected Securities, or TIPS. TIPS carry coupons that are lower than traditional Treasury notes, but represent real returns because the principal value of the notes is adjusted daily based on the rate of inflation.

Why buy TIPS rather than traditional Treasury notes? One should favor TIPS if your expectation for CPI inflation is higher than that which is implied in the TIPS price. Subtracting the cash yield on TIPS from the yield on Treasury notes of similar maturity gives a reading on the market's expectation for consumer prices. When we began to purchase TIPS for the Fund, Treasury notes and TIPS were priced on the assumption that inflation would average 1.7% for the next seven years, a meaningful decline from the 3.4% increase in the CPI in 2000. If inflation were to average more than 1.7% per year over the remaining life of the issue, then the return to the TIPS would exceed that of a similar maturity Treasury note.

In considering the investment in TIPS for the Fund, we are not making a macroeconomic "call." We do not have an inflation forecast that guides us. Instead, we are merely trying to obtain something for free, a tactic which often helps us in our equity investing. In this case, we have obtained without cost the possibility that inflation merely continues on its historic path. The most negative environment for TIPS was the one which prevailed when the Fed was tightening monetary policy thereby pushing yields up and inflation expectations down. We do not expect those conditions to return soon.

Top Five Industries
as of March 31, 2001

Industries
and % of
Total Net
Assets
U.S. Government Notes 28.1%
Medical Products 5.6%
Retail 5.3%
Computer Software 5.2%
Information Services 5.0%

In closing, we would like to welcome our new shareholders. You should know that the culture of Harris Associates demands that we managers eat our own cooking and that we make ourselves available to our shareholders who have entrusted us with their hard-earned money. We both have substantial proportions of our net worth invested in this fund and have additional assets committed to other funds in the Oakmark family. And, we welcome your e-mailed questions or comments at the addresses below.

Top Five Equity Holdings25
as of March 31, 2001

Company
and % of
Total Net
Assets
The PMI Group, Inc. 3.0%
UST Inc. 3.0%
J.C. Penney Company, Inc. 3.0%
The Reynolds and
Reynolds Company,
Class A
2.9%
GATX Corporation

2.9%

Clyde.gif (375 bytes)

Clyde S. McGregor, CFA

Portfolio Manager
mcgregor@oakmark.com

Edward.gif (450 bytes)

Edward A. Studzinski, CFA

Portfolio Manager
estudzinski@oakmark.com

April 4, 2001

THE OAKMARK EQUITY AND INCOME FUND
Schedule of Investments—March   31, 2001 (Unaudited)
Shares Held Market Value

Equity and Equivalents—53.9%
Food & Beverage—3.0%
UST Inc. 160,300 $4,817,015
Retail—5.0%
J.C. Penney Company, Inc. 300,000 $4,797,000
Office Depot, Inc. (a) 380,000 3,325,000

8,122,000
Household Products—1.2%
Energizer Holdings, Inc. (a) 80,000 $2,000,000
Other Consumer Goods & Services—1.7%
H&R Block, Inc. 56,000 $2,803,360
Bank & Thrifts—0.6%
Washington Mutual, Inc. 17,000 $930,750
Insurance—3.0%
The PMI Group, Inc. 75,000 $4,873,500
Other Financial—2.9%
GATX Corporation 110,000 $4,670,600
Marketing Services—2.6%
Harte-Hanks Incorporated 185,000 $4,184,700
Information Services—5.0%
NOVA Corporation (a) 245,000 $4,517,800
Ceridian Corporation (a) 155,000 2,867,500
Equifax Inc. 25,000 781,250

8,166,550
Computer Services—1.5%
Electronic Data Systems Corporation 30,000 $1,675,800
SunGard Data Systems Inc. (a) 15,000 738,450

2,414,250
Computer Software—5.2%
The Reynolds and Reynolds Company, Class A 245,000 $4,716,250
Novell, Inc. (a) 750,000 3,750,000

8,466,250
Telecommunications—2.7%
Telephone and Data Systems, Inc. 47,500 $4,441,250
TV Programming—0.5%
AT&T Corp. - Liberty Media Group, Class A (a) 60,000 $840,000
Pharmaceuticals—2.5%
Chiron Corporation (a) 92,500 $4,058,438
Medical Products—5.6%
Apogent Technologies Inc. (a) 200,000 $4,048,000
Edwards Lifesciences Corporation (a) 175,000 3,430,000
Sybron Dental Specialties, Inc. (a) 76,666 1,609,986

9,087,986
Transportation Services—0.4%
Nordic American Tanker Shipping Limited 32,500 $646,750
Agricultural Equipment—1.3%
Alamo Group Inc. 141,900 $2,029,170
Instruments—2.3%
Rockwell International Corporation 100,000 $3,635,000
Real Estate—2.8%
Catellus Development Corporation (a) 265,728 $4,185,216
The St. Joe Company 17,600 401,456

4,586,672
Diversified Conglomerates—4.1%
Viad Corp. 175,000 $4,170,250
Textron, Inc. 42,000 2,387,280

6,557,530
Total Equity and Equivalents (Cost: $78,956,882) 87,331,771

Par Value Market Value

Fixed Income—33.2%
Preferred Stock—1.5%
Bank & Thrifts—1.1%
Pennfed Capital Trust, Preferred, 8.90% 27,500 $718,437
BBC Capital Trust I, Preferred, 9.50% 30,000 705,000
Fidelity Capital Trust I, Preferred, 8.375% 43,500 424,125

1,847,562
Telecommunications—0.3%
MediaOne Finance Trust III, Preferred, 9.04% 20,000 $518,000
Real Estate—0.1%
Host Marriott Corporation, Preferred Class B, 10.00% 6,000 $152,700
Total Preferred Stock (Cost: $2,400,072) 2,518,262
Corporate Bonds—1.1%
Retail—0.3%
Ugly Duckling Corporation, 12.00% due 10/15/2003,
Subordinated Debenture 650,000 $513,500
Building Materials & Construction—0.4%
Juno Lighting, Inc., 11.875% due 7/1/2009, Senior
Subordinated Note 750,000 $690,000
Utilities—0.4%
Midland Funding Corporation, 11.75% due 7/23/2005 500,000 $558,125
Total Corporate Bonds (Cost: $1,777,076) 1,761,625
Government and Agency Securities—30.6%
U.S. Government Notes—28.1%
United States Treasury Notes, 3.375% due 1/15/2007,
Inflation Indexed $19,885,140 $20,096,420
United States Treasury Notes, 6.125% due 8/15/2007 5,000,000 5,353,515
United States Treasury Notes, 5.25% due 5/15/2004 5,000,000 5,117,480
United States Treasury Notes, 5.25% due 8/15/2003 5,000,000 5,107,545
United States Treasury Notes, 6.50% due 2/28/2002 5,000,000 5,102,380
United States Treasury Notes, 6.375% due 8/15/2002,
Stripped Principal Payment 5,000,000 4,719,495

45,496,835
U.S. Government Agencies—2.5%
Federal Home Loan Bank, 6.75% due 5/1/2002 $2,000,000 $2,046,460
Federal Home Loan Bank, 6.50% due 10/19/2001 1,000,000 1,009,700
Federal Home Loan Mortgage Corporation, 7.00%
due 2/23/2016 1,000,000 998,938

4,055,098
Total Government and Agency Securities (Cost: $48,953,951) 49,551,933
Total Fixed Income (Cost: $53,131,099) 53,831,820
Short Term Investments—13.8%
Commercial Paper—9.3%
American Express Credit Corporation,
4.98% - 5.15% due 4/2/2001 - 4/4/2001 $6,000,000 $6,000,000
Ford Motor Credit Corp., 4.80% due
4/3/2001 2,000,000 2,000,000
General Electric Capital Corporation, 5.35% due 4/2/2001 7,000,000 7,000,000

Total Commercial Paper (Cost: $15,000,000) 15,000,000
Repurchase Agreements—4.5%
State Street Repurchase Agreement, 5.18% due 4/2/2001 $7,328,000 $7,328,000
Total Repurchase Agreements (Cost: $7,328,000) 7,328,000
Total Short Term Investments (Cost: $22,328,000) 22,328,000
Total Investments (Cost $154,415,981)—100.9% (b) $163,491,591
Other Liabilities In Excess Of Other Assets—(0.9)% (1,534,525)

Total Net Assets—100% $161,957,066


(a) Non-income producing security.
(b) At March 31, 2001, net unrealized appreciation of $9,075,609, for federal income tax purposes, consisted of gross unrealized appreciation of $11,052,368 and gross unrealized depreciation of $1,976,759.