THE OAKMARK EQUITY AND INCOME FUND

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

Clyde S. McGregor photo Edward A. Studzinski photo

THE VALUE OF A $10,000 INVESTMENT IN THE OAKMARK EQUITY AND INCOME FUND FROM ITS INCEPTION (11/1/95) TO PRESENT (9/30/05) AS COMPARED TO THE LIPPER BALANCED FUND INDEX9
Oakmark Equity and Income Fund Chart
Average Annual Total Returns
(as of 09/30/05)
  Total Return
Last 3 Months*
1-year 5-year Since
Inception
(11/1/95)

Oakmark Equity & Income Fund (Class I) 5.83% 13.65% 12.17% 14.06%
Lipper Balanced Fund Index 2.92% 10.05% 2.89% 7.95%
S&P 5003 3.60% 12.25% -1.49% 9.60%
Lehman Govt./Corp. Bond10 -0.96% 2.58% 6.89% 6.49%

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 performance data quoted represents past performance. The above performance information for the Fund does not reflect the imposition of a 2% redemption fee on shares held for 90 days or less to deter market timers. 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 current month end performance data, call 1-800-OAKMARK or visit www.oakmark.com.
* Not annualized

Retrospective

The Oakmark Equity and Income Fund recorded a return of 6% for the quarter ended September 30. This contrasts with the 3% result for the Lipper Balanced Fund Index, our primary standard of comparison. Positive rates of return always please us, as we know that many of our shareholders depend on earnings from the Fund to sustain their lifestyles. We are especially happy to earn positive returns in the summer quarter, however, as the securities markets have often found this particular period to be challenging. (More than half of the quarters in which the Fund has lost money have been summer quarters.) September 30 also ends the Fund's fiscal year. For the fiscal twelve months the Fund earned approximately 14% while the comparable Lipper Balanced Fund figure increased 10%.

Our firm's investment research department has adopted the practice of including a brief retrospective on our investment history with a stock when they review one of their stocks for our investment committee. Since we have found these reports to be a valuable investment tool, we thought that we should do the same for the Equity and Income Fund at the fiscal year-end. And, while the official tenth birthday for the Fund will not occur until the beginning of November, the September quarter was the 40th quarter in the Fund's history, so we will call this a ten-year retrospective. Through September 30, our annualized rate of return since inception has been 14%. Nine of ten fiscal years have produced positive returns, and the only negative outcome (the year ended 9/30/02) was a relatively small loss of 0.5%. This first decade has met our goal of providing equity-like returns (i.e. greater than 10%/year) while experiencing less volatility than an all-equity portfolio.

Though the past ten years have been replete with challenges, they have generally been a wonderful time to be a value investor. Your portfolio managers often whine and moan about the prevailing investment environment, but we know that we are blessed to do what we do and to do it at Harris Associates L.P., your Fund's adviser. We truly are honored to have you, the Fund shareholders, invest alongside us in The Oakmark Equity and Income Fund. We hope that we have the privilege of working together with you for many years into the future.

It's an Ill Wind….

No doubt many writers have borrowed from Shakespeare's The Tempest to begin an article that references the recent hurricanes in the Gulf of Mexico. Let us say at the outset that we deeply regret the terrible impact these storms have had on millions of lives. Nevertheless, an unusual aspect of investing is that tragic events do affect investment returns. These particular storms have enhanced the current value of several of the Fund's holdings.

As value investors, we try to create portfolios with favorable risk/reward characteristics. We attempt to purchase securities at a price that already fully discounts negative possibilities. This means that when unexpected favorable events occur, holdings have considerable upside potential. Our five holdings that are North American exploration and production companies (Burlington Resources, XTO Energy, St. Mary Land & Exploration, Encana, and Cabot Oil & Gas) experienced a price increase as a result of the recent hurricanes. The five companies have limited operations in the Gulf of Mexico; in fact, Encana sold its Gulf properties only six months ago. The disruption and destruction of Gulf production facilities and pipelines helped to drive the price of natural gas up 80% in the summer quarter, and while the five companies had pre-sold some of their next few years' production at lower prices, much of their gas will sell at the current high price level. Our holding in ConocoPhillips has also benefited, but for a different reason. ConocoPhillips is a major refiner of oil and, with many refineries off-line after the storms, unaffected facilities have become more valuable.

Over the four years that we have owned stocks of companies in this sector, clients have occasionally asked if we based our ownership on a forecast of rising commodity prices. In fact, our process asks the market to estimate the outlook for commodity prices. We assume that the futures markets for commodities provide a viable basis from which to establish valuations for resource company assets. When we initiated positions in Burlington Resources and XTO Energy in 2001, we used prevailing futures prices to determine that both companies traded at a discount to our estimate of liquidation value of their energy reserves. And, we were paying nothing for the operating companies, i.e. the talent and infrastructure that had discovered the gas and oil. Opportunities to obtain something for free always attract us. In this case we also obtained a favorably weighted distribution of surprise outcomes because the prices for gas and oil were low relative to production costs.

The situation is obviously different today. The near-term price for natural gas far exceeds the level needed to justify new investment intended to increase supply. The futures market understands this and has priced delivery of natural gas in 2009 at half the price that it assigns to current delivery. The next two winters could be difficult, however. While natural gas is abundant in many parts of the world, the ability to deliver this gas to North America is limited. Many liquefied natural gas (LNG) terminals have been proposed, but few are under construction. And while Canada has plentiful untapped supplies in the McKenzie Delta, the pipelines to deliver this gas have yet to complete the permitting process, and construction is not likely to be finished for several years. As a result, we currently base our valuations of U.S. natural gas producers on a forecast of high profitability for the next two years with a significant drop-off in 2008.

We have often written in these letters that we go wherever our understanding of value takes us. The recent hurricanes may have accelerated the process by which price and value come together for our exploration and production company holdings. The hurricanes may also provide new value opportunities for us as we expect many companies to report disappointing earnings in the second half of the year.

Clyde S. McGregor signature Edward A. Studzinski signature
Clyde S. McGregor, CFA
Portfolio Manager
mcgregor@oakmark.com
Edward A. Studzinski, CFA
Portfolio Manager
estudzinski@oakmark.com

THE OAKMARK EQUITY AND INCOME FUND

Schedule of Investments—September 30, 2005

Name Shares Held Market Value

Equity and Equivalents—61.1%    
Common Stocks—61.1%    
Apparel Retail—1.5%    
The TJX Companies, Inc. 7,240,000 $148,275,200
     
Broadcasting & Cable TV—5.5%    
EchoStar Communications Corporation, Class A 8,218,420 $243,018,679
The E.W. Scripps Company, Class A 2,500,000 124,925,000
The DIRECTV Group, Inc. (a) 8,026,722 120,240,296
Clear Channel Communications, Inc. 1,500,000 49,335,000
   
    537,518,975
Homebuilding—0.1%    
Pulte Homes, Inc. 200,000 $8,584,000
     
Leisure Products—0.4%    
Brunswick Corp. 1,000,000 $37,730,000
     
Movies & Entertainment—1.3%    
Viacom, Inc., Class B 3,817,300 $126,009,073
     
Publishing—0.8%    
The Washington Post Company, Class B 100,300 $80,490,750
     
Restaurants—1.0%    
McDonald's Corporation 3,000,000 $100,470,000
     
Brewers—0.4%    
InBev NV 1,000,000 $39,561,111
     
Distillers & Vintners—2.4%    
Diageo plc (b) 4,100,000 $237,841,000
     
Hypermarkets & Super Centers—1.4%    
Costco Wholesale Corporation 3,200,000 $137,888,000
     
Packaged Foods & Meats—4.0%    
Nestle SA (b) 3,900,000 $285,511,200
Dean Foods Company (a) 1,950,000 75,777,000
Sanderson Farms, Inc. 550,000 20,438,000
TreeHouse Foods, Inc. (a) 325,000 8,736,000
   
    390,462,200
Personal Products—0.8%    
Avon Products, Inc. 3,000,000 $81,000,000
     
Tobacco—1.3%    
UST, Inc. 3,000,000 $125,580,000
     
Integrated Oil & Gas—1.4%    
ConocoPhillips 2,000,000 $139,820,000
     
Oil & Gas Exploration & Production—13.1%    
Burlington Resources, Inc. 7,056,000 $573,793,920
XTO Energy, Inc. 10,561,338 478,639,838
EnCana Corp. (c) 2,000,000 116,620,000
St. Mary Land & Exploration Company (d) 2,900,000 106,140,000
Cabot Oil & Gas Corporation 125,000 6,313,750
   
    1,281,507,508
Investment Banking & Brokerage—1.8%    
Morgan Stanley 3,200,000 $172,608,000
     
Property & Casualty Insurance—4.4%    
SAFECO Corporation 4,000,000 $213,520,000
MBIA, Inc. 1,850,000 112,147,000
The Progressive Corporation 1,050,000 110,008,500
   
    435,675,500
Real Estate Investment Trusts—0.7%    
Plum Creek Timber Company, Inc. 1,701,444 $64,501,742
     
Biotechnology—2.2%    
MedImmune, Inc. (a) 6,000,000 $201,900,000
Techne Corporation (a) 176,471 10,055,318
   
    211,955,318
Health Care Equipment—2.3%    
Hospira, Inc. (a) 3,750,000 $153,637,500
Varian, Inc. (a)(d) 1,649,400 56,607,408
CONMED Corporation (a) 570,100 15,894,388
   
    226,139,296
Health Care Services—2.7%    
Caremark Rx, Inc. (a) 5,301,300 $264,693,909
     
Aerospace & Defense—6.7%    
General Dynamics Corporation 2,060,300 $246,308,865
Raytheon Company 3,599,700 136,860,594
Rockwell Collins, Inc. 2,105,700 101,747,424
Alliant Techsystems, Inc. (a) 1,325,000 98,911,250
Honeywell International, Inc. 1,889,500 70,856,250
   
    654,684,383
     
Name Shares Held/
Par Value
Market Value

Commercial Printing—1.8%    
R.R. Donnelley & Sons Company 4,909,500 $181,995,165
     
Human Resource & Employment Services—0.3%    
Watson Wyatt & Company Holdings 1,236,100 $33,312,895
     
Industrial Conglomerates—0.4%    
Tyco International Ltd. 1,500,000 $41,775,000
     
Application Software—0.5%    
Mentor Graphics Corporation (a)(d) 3,640,000 $31,304,000
The Reynolds and Reynolds Company, Class A 614,000 16,829,740
   
    48,133,740
Computer Storage & Peripherals—0.5%    
Imation Corp. 1,215,000 $52,087,050
     
Data Processing & Outsourced Services—1.0%    
Ceridian Corporation (a) 4,800,000 $99,600,000
     
Internet Software & Services—0.2%    
Jupiter Telecommunications Co., Ltd. (a)(c) 21,300 $18,412,389
     
Paper Products—0.2%    
Schweitzer-Mauduit International, Inc. 700,000 $15,624,000
Total Common Stocks (Cost: $4,272,578,368)   5,993,936,204
Total Equity and Equivalents (Cost: $4,272,578,368)   5,993,936,204
     
Fixed Income—36.6%    
Corporate Bonds—0.3%    
Publishing—0.1%    
PRIMEDIA, Inc., 8.00% due 5/15/2013 $10,000,000 $10,075,000
     
Paper Packaging—0.2%    
Sealed Air Corporation, 144A, 5.625% due 7/15/2013 (e) $20,000,000 $20,054,940
Total Corporate Bonds (Cost: $30,250,100)   30,129,940
     
Government and Agency Securities—36.3%    
Canadian Government Bonds—5.6%    
Canada Government, 3.25% due 12/1/2006 CAD 250,000,000 $215,075,712
Canada Government, 3.00% due 6/1/2007 CAD 250,000,000 214,038,975
Canada Government, 3.00% due 12/1/2005 CAD 125,000,000 107,566,893
Province of Alberta, 7.25% due 10/28/2005 CAD 10,000,000 8,625,217
   
    545,306,797
     
Name Par Value Market Value

Norwegian Government Bonds—0.2%    
Norway Government, 6.75% due 1/15/2007 NOK 100,000,000 $16,042,316
     
Swedish Government Bonds—0.1%    
Kingdom of Sweden, 3.50% due 4/20/2006 SEK 50,000,000 $6,514,587
     
U.S. Government Notes—22.7%    
United States Treasury Notes, 4.125% due 8/15/2010 $500,000,000 $497,754,000
United States Treasury Notes, 4.00% due 4/15/2010 500,000,000 495,449,000
United States Treasury Notes, 3.375% due 1/15/2007, Inflation Indexed 262,654,560 271,632,093
United States Treasury Notes, 6.00% due 8/15/2009 250,000,000 265,869,250
United States Treasury Notes, 4.125% due 8/15/2008 250,000,000 249,629,000
United States Treasury Notes, 4.00% due 6/15/2009 250,000,000 248,281,250
United States Treasury Notes, 4.25% due 8/15/2015 200,000,000 198,750,000
   
    2,227,364,593
U.S. Government Agencies—7.7%    
Fannie Mae, 5.25% due 4/15/2007 $50,000,000 $50,629,500
Federal Home Loan Mortgage Corporation, 4.00% due 8/17/2007 50,000,000 49,697,800
Federal Home Loan Bank, 4.125% due 4/18/2008 50,000,000 49,693,250
Federal Home Loan Mortgage Corporation, 3.75% due 11/15/2006 50,000,000 49,648,600
Fannie Mae, 3.875% due 5/15/2007 50,000,000 49,598,600
Federal Home Loan Bank, 3.625% due 6/20/2007 50,000,000 49,420,700
Federal Home Loan Bank, 3.875% due 8/22/2008 50,000,000 49,233,100
Federal Home Loan Bank, 5.00% due 12/20/2011 34,555,000 34,363,565
Fannie Mae, 4.25% due 7/15/2007 25,000,000 24,936,725
Fannie Mae, 4.25% due 5/15/2009 25,000,000 24,798,675
Federal Home Loan Mortgage Corporation, 3.75% due 4/15/2007 25,000,000 24,776,700
Federal Home Loan Bank, 2.875% due 9/15/2006 25,000,000 24,657,800
Federal Home Loan Bank, 2.625% due 10/16/2006 25,000,000 24,562,075
Federal Home Loan Bank, 2.75% due 12/15/2006 25,000,000 24,528,225
Fannie Mae, 3.25% due 11/15/2007 25,000,000 24,421,725
Fannie Mae, 3.625% due 12/28/2009 24,435,000 24,144,468
Federal Home Loan Mortgage Corporation, 3.625% due 3/24/2008 20,000,000 19,926,000
Federal Home Loan Bank, 2.50% due 4/20/2009 20,000,000 19,817,100
Fannie Mae, 2.60% due 4/28/2009 18,800,000 18,626,138
Fannie Mae, 3.50% due 2/8/2010 15,315,000 15,265,150
Fannie Mae, 4.25% due 2/19/2010 12,888,000 12,666,687
Fannie Mae, 3.125% due 11/30/2009 $12,697,000 $12,605,886
Federal Home Loan Mortgage Corporation, 3.00% due 11/17/2006 10,000,000 9,851,520
Fannie Mae, 3.00% due 10/6/2009 10,000,000 9,849,340
Fannie Mae, 3.375% due 3/3/2008 9,300,000 9,247,994
Fannie Mae, 3.50% due 10/14/2010 7,550,000 7,477,301
Federal Home Loan Bank, 4.00% due 8/17/2007 7,500,000 7,447,665
Federal Home Loan Bank, 3.00% due 12/30/2009 5,000,000 5,019,260
Federal Home Loan Bank, 4.30% due 8/16/2010 5,000,000 4,993,515
Fannie Mae, 4.00% due 4/13/2009 5,000,000 4,988,660
Federal Home Loan Bank, 4.52% due 8/26/2009 4,825,000 4,792,031
Fannie Mae, 5.125% due 5/4/2012 4,013,000 4,009,071
Federal Home Loan Bank, 3.50% due 2/22/2007 4,000,000 3,976,552
Federal Home Loan Bank, 3.00% due 2/24/2010 3,000,000 2,985,885
Fannie Mae, 3.75% due 6/23/2009 2,820,000 2,801,645
Federal Home Loan Mortgage Corporation, 3.125% due 9/15/2010 2,500,000 2,487,475
Federal Home Loan Bank, 2.40% due 3/9/2009 2,000,000 1,984,048
Federal Home Loan Mortgage Corporation, 3.00% due 1/13/2009 1,000,000 996,776
   
    760,927,207
     
Total Government and Agency Securities (Cost: $3,536,689,929)   3,556,155,500
     
Total Fixed Income (Cost: $3,566,940,029)   3,586,285,440
     
Short Term Investments—1.9%    
Repurchase Agreements—1.9%    
IBT Repurchase Agreement, 3.51% dated 9/30/2005 due 10/3/2005, repurchase price $181,052,943, collateralized by Small Business Administration Bonds, with rates of 6.066% - 7.085%, with maturities from 2/25/2015 - 3/25/2030, and with an aggregate market value plus accrued interest of $190,050,000 $181,000,000 $181,000,000
     
IBT Repurchase Agreement, 2.75% dated 9/30/2005 due 10/3/2005, repurchase price $2,367,289, collateralized by a Small Business Administration Bond, with a rate of 6.875%, with a maturity date of 5/25/2016, and with a market value plus accrued interest of $2,485,084 2,366,746 2,366,746
   
Total Repurchase Agreements (Cost: $183,366,746)   183,366,746
     
Total Short Term Investments (Cost: $183,366,746)   183,366,746
Total Investments (Cost $8,022,885,143)—99.6%   $9,763,588,390
Other Assets In Excess Of Other Liabilities—0.4%   41,631,433
   
Total Net Assets—100%   $9,805,219,823
   

(a) Non-income producing security.
(b) Represents an American Depository Receipt.
(c) Represents a foreign domiciled corporation.
(d) See footnote number five in the Notes to the Financial Statements regarding investments in affiliated issuers.
(e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers.
Key to abbreviations:
CAD: Canadian Dollar
NOK: Norwegian Krone
SEK: Swedish Krona

See accompanying notes to financial statements.