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 (3/31/02) AS COMPARED TO THE LIPPER BALANCED FUND INDEX14

Average Annual Total Returns1
(as of 3/31/02)
Total Return
Last 3 Months*
1-year 5-year Since
Inception
(11/1/95)

Oakmark Equity and Income Fund 4.19% 18.07% 17.05% 16.54%
S&P 5005 0.27% 0.24% 10.17% 12.92%
Lehman Govt./ Corp. Bond15 -0.47% 4.64% 7.45% 6.60%
Lipper Balanced Fund Index 0.60% 2.48% 8.40% 9.40%

Past performance is no guarantee of future results. Investment return and principal value vary, and you may have a gain or loss when you sell shares. Average annual total return measures annualized change, while total return measures aggregate change.
* Not annualized

Quarter Review

After the extreme volatility experienced in the second half of calendar 2001, the March quarter was comparatively calm in the securities markets. This proved to be a favorable environment for The Oakmark Equity and Income Fund. The Fund returned 4% which contrasts with 1% for the Lipper Balanced Fund Index, our primary standard of comparison. The Fund's equities earned virtually all of the return in the quarter as the bond market began to anticipate future tightening actions by the Federal Reserve.

During the quarter we were active, scooping up shares of companies that had lost investor favor for a variety of reasons. Often these issues had been featured in the portfolios of growth-oriented investors. Morningstar, the leading company evaluating mutual funds, observed this development and declared that the fund was now a "blend" fund rather than value. (Blend funds have characteristics of both value and growth.) Some have asked whether this change offends or troubles us. In fact, the whole growth/value dialectic bores us. Famed investor Warren Buffett has commented extensively on this issue, and we agree with him that growth is simply a factor that helps to determine value.

As investors, we look for value wherever we may find it. Two years ago we were primarily able to discover undervalued securities in sectors that had historically been associated with value investors. Today the situation is quite different as we are finding undervalued stocks in many high quality, higher growth businesses. For example, an emerging "theme" in the portfolio is companies from various segments of the health care industry, an industry normally featured in growth funds. Portfolio holdings Apogent Technologies, Caremark, Chiron, Edwards Lifesciences, First Health, Guidant, IMS Health, Omnicare, Techne, Watson Pharmaceuticals, and even CVS, the drug store chain, would seem to indicate that we have targeted the health care sector as an attractive investing opportunity. In fact, we have not made this determination at all - the stocks simply declined to levels where we evaluated them to be selling cheaply. In virtually every case the shares met our price criteria after the companies had disappointed investors counting on steady or accelerating growth. We are perfectly happy to recycle "growth" companies that have lost their former cachet.

As we wrote in last quarter's letter, we believe that investor expectations became excessive in the late 1990's because of the unprecedented returns earned then. The March quarter may be representative of the investing environment for the next few years. If so, we believe that our eclectic value philosophy will serve the Fund well.

Avoiding Mistakes

An unfortunate reality of the investment business is that the range of investing possibilities far exceeds the intellectual grasp of any individual or even any institution. Investors react to this complexity by making various simplifying assumptions. For example, many investors choose only to own stocks from the S&P 500 or the Dow Jones Industrials believing that those who construct the indices have already performed a useful filtering function.

In the March quarter the integrity of corporate accounting became the issue on the front of investors' minds, an outcome of the Enron experience. Shareholders complimented our firm for avoiding Enron while the media repeatedly asked how we knew it would go down. The answer, of course, is that we did not foresee the collapse in Enron's share price. We simply did not have an opinion one way or the other. The simplifying assumption that guided us is this: if we do not understand it, we move on. At any moment in time the market contains thousands of issues that we believe to be overvalued and probably just as many that we do not understand how to value. In the case of Enron, we looked at the stock fairly early in its ascent and could neither understand the nature of the revolution Enron was allegedly initiating nor justify the price investors were paying for the company's activities.

Highlights

  • During the quarter we were active, scooping up shares of companies that had lost investor favor for a variety of reasons. Often these issues had been featured in the portfolios of growth-oriented investors.
  • We are keeping the overall maturity of the fixed-income portion fairly short, and continue to emphasize Treasury inflation-indexed securities (TIPS)—instruments we believe offer the best income-generating potential without risking excessive capital loss.
  • An emerging portfolio theme is companies from various segments of the health care industry, an industry normally featured in "growth" funds. However, our approach was not in targeting the sector overall, rather, the stocks simply declined to levels where we evaluated them to be selling cheaply.

Our best advice will always be to "do what you understand." This pertains to individual securities and to mutual funds. If our style of value investing makes sense to you, you will probably make sensible decisions about your investment in our funds. If, rather, you have invested in our funds because of recent results or the managers' pictures, you will be less likely to be satisfied with your experience.

Is the Fed Done Reducing Interest Rates?

Actually, the title to this section is merely a hook, as we do not have an investment opinion on the question of what the Fed will do. Investors in the Fund, however, are questioning us regularly about our fixed income holdings in view of the barrage of articles suggesting that interest rate increases are inevitable. Some of the questions appear to reflect some uncertainty as to our Fund's charter and purpose, so some review is first in order.

The Oakmark Equity and Income Fund is a balanced fund and is to be the least volatile fund in The Oakmark Funds group. Oakmark E&I will always have at least 25% of its assets invested in US Treasury securities. The Treasurys buffer the volatility of return while enhancing income generation. We choose to take our risks in the equity portion of the portfolio, which is not to exceed 65% of total fund assets. If equities are at 65%, the remaining 35% of the portfolio will be composed of Treasurys, debt of the various government agencies, corporate bonds, preferred stocks, and short term investments. If conditions warrant, the commitment to Treasury securities could far exceed 25%, but we will not fall below that level for any meaningful time period.

With that background, how do we invest the fixed income assets in the Fund as we face the likelihood that the previous cycle of Federal Reserve easing has ended? We first inventory the current conditions. While rates increased modestly in the March quarter, they are still historically low. According to government statistics, inflation is minimal and the economy still has meaningful slack. The futures markets for bonds, however, forecast significant future interest rate increases. Our tactical response has been to keep our overall maturity structure fairly short and to emphasize the Treasury inflation-indexed securities (TIPS). We have written extensively on TIPS in previous shareholder letters, so we will only reiterate that these instruments offer whatwe believeisthe best compromise between our desire to earn income for our shareholders without risking excessive capital loss.

As always, we thank you for your interest in our Fund and welcome your comments and questions.

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Clyde S. McGregor, CFA

Portfolio Manager
mcgregor@oakmark.com

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Edward A. Studzinski, CFA

Portfolio Manager
estudzinski@oakmark.com

April 1, 2002

THE OAKMARK EQUITY AND INCOME FUND

Schedule of Investments—March 31, 2002 (Unaudited)

Name Shares Held Market Value

Equity and Equivalents—60.9%
Food & Beverage—2.9%
UST Inc. 1,350,000 $52,555,500
Retail—4.6%
CVS Corporation 1,000,000 34,330,000
J.C. Penney Company, Inc. 1,000,000 20,710,000
Office Depot, Inc. (a) 980,000 19,453,000
Albertson's, Inc. 252,200 8,357,908
BJ's Wholesale Club, Inc. (a) 20,000 894,000

83,744,908
Household Products—0.1%
Energizer Holdings, Inc. (a) 80,000 $1,900,000
Electronics—0.6%
KEMET Corporation (a) 575,000 $11,137,750
Bank & Thrifts—0.4%
U.S. Bancorp 280,703 $6,335,467
Insurance—4.1%
SAFECO Corporation 1,500,000 $48,060,000
PartnerRe Ltd. (b) 485,600 26,513,760

74,573,760
Other Financial—1.5%
GATX Corporation 846,900 $26,931,420
Marketing Services—0.9%
The Interpublic Group of Companies, Inc. 500,000 $17,140,000
Information Services—1.7%
Ceridian Corporation (a) 1,422,200 $31,359,510
Computer Software—3.2%
Novell, Inc. (a) 8,000,000 $31,120,000
Synopsys, Inc. (a) 500,000 27,580,000

58,700,000
Computer Systems—1.9%
The Reynolds and Reynolds Company, Class A 1,164,000 $34,920,000
Telecommunications—4.6%
CenturyTel, Inc. 1,400,000 $47,600,000
Citizens Communications Company (a) 3,362,800 36,150,100

83,750,100
Printing—0.9%
Valassis Communications, Inc. (a) 399,400 $15,428,822
Pharmaceuticals—3.7%
Watson Pharmaceuticals, Inc. (a) 1,401,400 $37,963,926
Chiron Corporation (a) 648,100 29,741,309

67,705,235
Managed Care Services—3.2%
First Health Group Corp. (a) 2,420,000 $58,394,600
Health Care Services—5.6%
IMS Health Incorporated 2,300,000 $51,635,000
Omnicare, Inc. 1,025,000 26,537,250
Caremark Rx, Inc. (a) 1,239,200 24,164,400

102,336,650
Medical Products—2.3%
Guidant Corporation (a) 457,500 $19,818,900
Techne Corporation (a) 400,000 11,028,000
Edwards Lifesciences Corporation (a) 275,000 7,686,250
Apogent Technologies Inc. (a) 150,000 3,702,000

42,235,150
Transportation Services—0.1%
Nordic American Tanker Shipping Limited 154,900 $2,365,323
Aerospace & Defense—2.3%
Rockwell Collins 1,649,200 $41,592,824
Agricultural Equipment—0.1%
Alamo Group Inc. 141,900 $2,305,875
Instruments—1.4%
Varian Inc. (a) 673,200 $25,541,208
Machinery & Industrial Processing—3.2%
Cooper Industries, Inc. 849,000 $35,615,550
Rockwell International Corporation 1,150,000 23,069,000

58,684,550
Forestry Products—1.7%
Plum Creek Timber Company, Inc. 1,059,644 $31,482,023
Oil & Natural Gas—5.9%
Burlington Resources Inc. 1,125,000 $45,101,250
XTO Energy, Inc. 1,378,000 27,628,900
St. Mary Land & Exploration Company 1,030,000 22,361,300
Cabot Oil & Gas Corporation 500,000 12,380,000
Berry Petroleum Company 43,000 664,350

108,135,800
Real Estate—2.8%
Catellus Development Corporation (a) 1,881,500 $37,009,105
Hospitality Properties Trust 200,000 6,866,000
Legacy Hotels Real Estate Investment Trust (b) 1,125,000 6,142,911

50,018,016
Recreation & Entertainment—1.2%
International Game Technology (a) 345,000 $21,500,400
Total Equity and Equivalents (Cost: $976,411,768) 1,110,774,891

Par Value


Fixed Income—33.7%
Preferred Stock—0.2%
Bank & Thrifts—0.1%
BBC Capital Trust I, Preferred, 9.50% 48,000 $1,200,000
Pennfed Capital Trust, Preferred, 8.90% 27,500 690,250
Fidelity Capital Trust I, Preferred, 8.375% 43,500 430,215

2,320,465
Telecommunications—0.1%
MediaOne Finance Trust III, Preferred, 9.04% 20,000 $503,600
Total Preferred Stock (Cost: $2,715,763) 2,824,065
Corporate Bonds—1.6%
Retail—0.7%
The Gap, Inc., 6.90% due 9/15/2007 9,187,000 $8,035,134
Rite Aid Corporation, 7.625% due 4/15/2005, Senior Notes 4,900,000 3,883,250
Ugly Duckling Corporation, 12.00% due 10/15/2003,
Subordinated Debenture 650,000 552,500

12,470,884
Office Equipment—0.1%
Xerox Capital Europe Plc, 5.75% due 5/15/2002 1,500,000 $1,492,455
Hotels & Motels—0.4%
HMH Properties, 7.875% due 8/1/2005,
Senior Note Series A 3,450,000 $3,432,750
Park Place Entertainment, 7.00% due 7/15/2004,
Senior Notes 2,750,000 2,749,785
Prime Hospitality Corporation, 9.25% due 1/15/2006,

2006 1st Mortgage Note

413,000 425,906
Park Place Entertainment, 7.375% due 6/1/2002,
Senior Notes 320,000 321,041

6,929,482
TV Programming—0.4%
Liberty Media Corporation, 8.25% due 2/1/2030,
Debenture 7,225,000 $6,767,867
Machinery & Industrial Processing—0.0%
Columbus McKinnon Corporation New York,

8.50% due 4/1/2008

1,000,000 $970,000
Building Materials & Construction—0.0%
Juno Lighting, Inc.,11.875% due 7/1/2009,
Senior Subordinated Note 750,000 $780,000
Utilities—0.0%
Midland Funding Corporation, 11.75% due 7/23/2005 500,000 $541,697
Total Corporate Bonds (Cost: $29,876,387) 29,952,385
Government and Agency Securities—31.9%
U.S. Government Notes—30.2%
United States Treasury Notes, 3.375% due 1/15/2007,
Inflation Indexed 143,037,440 $145,965,273
United States Treasury Notes, 3.375% due 1/15/2012,
Inflation Indexed 139,592,600 140,094,296
United States Treasury Notes, 8.75% due 11/15/2008 50,000,000 54,035,150
United States Treasury Notes, 5.75% due 11/15/2005 50,000,000 51,966,800
United States Treasury Notes, 3.00% due 11/30/2003 50,000,000 49,628,900
United States Treasury Notes, 7.875% due 11/15/2004 25,000,000 27,315,425
United States Treasury Notes, 5.25% due 5/15/2004 25,000,000 25,750,975
United States Treasury Notes, 3.00% due 1/31/2004 25,000,000 24,738,275
United States Treasury Notes, 3.00% due 2/29/2004 25,000,000 24,698,250
United States Treasury Notes, 7.25% due 8/15/2004 5,000,000 5,370,310

549,563,654
U.S. Government Agencies—1.7%
Fannie Mae, 7.25% due 4/12/2005 6,500,000 $6,509,997
Federal Home Loan Mortgage Corporation,

4.75% due 8/23/2004

5,000,000 5,038,815
Federal Home Loan Bank, 5.03% due 6/21/2006 5,000,000 4,966,565
Fannie Mae, 3.875% due 9/7/2004 5,000,000 4,952,110
Federal Home Loan Bank, 5.10% due 12/26/2006 2,035,000 2,014,638
Federal Home Loan Bank, 7.85% due 6/7/2004,
Consolidated Bond 1,250,000 1,263,024
Federal Home Loan Bank, 4.50% due 12/26/2008 1,135,000 1,094,891
Fannie Mae, Principal Only, Zero Coupon, due 10/3/2011 1,065,000 1,010,962
Federal Home Loan Bank, 5.77% due 4/12/2004 1,000,000 1,001,090
Federal Farm Credit Bank, 6.00% due 6/27/2008 1,000,000 998,558
Federal Home Loan Bank, 3.875% due 12/15/2004 1,000,000 987,781
Federal Home Loan Bank, 4.10% due 12/7/2004 600,000 594,748
Federal Home Loan Bank, 5.125% due 8/6/2002 500,000 493,061
Federal Farm Credit Bank, 6.24% due 12/29/2008 175,000 175,011

31,101,251
Total Government and Agency Securities (Cost: $580,454,081) 580,664,905
Total Fixed Income (Cost: $613,046,231) 613,441,355
Short Term Investments—4.2%
U.S. Government Bills—1.1%
United States Treasury Bills, 1.75% - 1.76%
due 4/4/2002 - 4/18/2002 20,000,000 $19,990,420
Total U.S. Government Bills (Cost: $19,990,432) 19,990,420
Commercial Paper—1.6%
Citicorp, 1.77% due 4/8/2002 10,000,000 $10,000,000
American Express Credit Corporation, 1.79% - 1.80%
due 4/4/2002 - 4/11/2002 20,000,000 20,000,000
Total Commercial Paper (Cost: $30,000,000) 30,000,000
Repurchase Agreements—1.5%
State Street Repurchase Agreement, 1.75% due 4/1/2002,
repurchase price $26,693,189 collateralized by U.S.
Treasury Bonds 26,688,000 $26,688,000
Total Repurchase Agreements (Cost: $26,688,000) 26,688,000
Total Short Term Investments (Cost: $76,678,432) 76,678,420
Total Investments (Cost $1,666,136,431)—98.8% (c) 1,800,894,666
Shares Subject to Call

Call Options Written—0.0%
Marketing Services—0.0%
The Interpublic Group of Companies, Inc., July 35 Calls (351,000) $(631,800)
Total Call Options Written (Premiums Received: $(683,457))—(0.0%) (631,800)
Other Assets In Excess Of Other Liabilities—1.2% $21,923,353

Total Net Assets—100% $1,822,186,219


(a) Non-income producing security.
(b) Represents foreign domiciled security.
(c) At March 31, 2002, net unrealized appreciation of $134,809,891, for federal income tax purposes, consisted of gross unrealized appreciation of $154,250,593 and gross unrealized depreciation of $19,440,702.

See accompanying notes to financial statements.