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 (12/31/07) AS COMPARED TO THE LIPPER BALANCED FUND INDEX10 (UNAUDITED)
 
OAKMARK EQUITY AND INCOME FUND CHART
 
Average Annual Total Returns
(as of 12/31/07)
(Unaudited) Total Return
Last 3 Months*
1-year 5-year 10-year Since
Inception
(11/1/95)

Oakmark Equity & Income Fund (Class I) 1.08% 11.97% 12.88% 11.89% 13.36%
Lipper Balanced Fund Index -1.11% 6.55% 10.33% 6.14% 8.08%
S&P 5006 -3.33% 5.49% 12.83% 5.91% 9.70%
Lehman Govt./Corp. Bond11 3.10% 7.23% 4.44% 6.01% 6.22%

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.

Expense Ratio as of 9/30/07 was 0.83%.
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 most recent month-end performance data, visit oakmark.com.

* Not annualized

"You have opened the door to bitterness."
Korean admonition

The Equity and Income Fund achieved a return of 1% in the quarter ended December 31, 2007, compared to the -1% reported by Lipper for its Balanced Fund Index. For the 2007 calendar year, the Fund returned 12%, while the Lipper Balanced Fund Index earned 7%. We are pleased to report a return of 13% compounded annually since the inception of the Equity and Income Fund.

Strong contributors to performance during the quarter were Apache Corporation (strong fundamentals in energy); Express Scripts (continued strong long-term fundamentals); XTO Energy (continuation of outstanding fundamental results); EnCana Corporation (rebound in energy prices and strength of Canadian dollar); and Newfield Exploration (good asset acquisition plus reserve additions to existing fields). Detractors from returns for the quarter were EchoStar Communications (unfulfilled and disavowed takeover rumors); IDEARC Corporation (regional weakness in advertising in yellow pages); Ingersoll-Rand (disliked perception of large acquisition); and MEDTRONIC (perceived litigation risk from product recall).

Portfolio activity was in-line with this year's trends for the Fund. Zale Corporation was eliminated from the portfolio because of its board's unsuccessful efforts to enhance shareholder value through an internal restructuring program, which now appears stalled. The positions in Costco and McDonald's were both eliminated as those issues approached their valuation targets. MGIC Corporation was sold after its Third Quarter Report raised issues concerning the speed of deterioration in their core business as well as the adequacy of their reserve position. New positions were initiated in Teradata Corporation and Thor Industries. We continued to use interest rate volatility to take advantage of arbitrage opportunities presented by U.S. Government Agency securities relative to U.S. Treasuries and to manage our tax position. We also continued to slightly lower the duration on the fixed income portion of the portfolio, which is now just under three. This continues our defensive posture that we have taken in light of the conflict we see between continued commodity inflation, especially in food and energy, and the major domestic deflation in real estate assets. Due to the ongoing global liquidity and credit crisis, we have been more attuned to the return of our fixed income investments rather than the return on those investments. Because of this highly volatile interest and currency environment, we continue to work to preserve capital rather than to try to capture the maximum total return.

False Starts or False Premises?

In recent years, one of the articles of faith in the investment community was that one always should "Buy on the dips." Indeed, this became a tenet among those who started confusing career risk with investment risk. Hence, each new declaration by a financial institution of a write-off or write-down of subprime investments has been greeted in the Land of Oz that now passes for financial journalism, as the bottom for financials, to the accompaniment of many huzzahs and blandishments to the doubters to "get on the train before it leaves the station." After all the smart money (this time from overseas, although historically those overseas investors have never shown any aptitude at timing investments in our markets) was taking big equity stakes at preferred rates in U.S. financials. We are still inclined to husband our resources a bit longer.

Current bank assets show that real estate exposure is now at record levels—and that's looking only at assets listed on the balance sheets. In addition, deflation throughout the real estate world is increasing. Bank loan loss reserves stand at record lows. And banks are now borrowing record sums, prompting a series of liquidity injections from various central banks. To paraphrase Winston Churchill, we may be at the end of the beginning, but we are not anywhere near the beginning of the end, either for subprime or for the credit markets overall. It increasingly seems that we will find that lending standards were compromised throughout all areas of real estate lending, both commercial and residential, as well as into the corporate market.

What are the implications of this? First, the U.S. consumer seems less able to sustain an economic boom. According to recent Federal Reserve data, nondiscretionary outlays (which include food, energy, medical, and debt service) for the consumer are at their highest level in twenty-five years. Those outlays are also at an all-time high as a percentage of consumer after-tax income.

To make matters worse, this is also spilling over into corporate America, which—instead of accessing cheap credit markets—now finds itself forced to part with cash. So much for using corporate spending to repurchase shares or to grow the business. Those readers who find our outlook too gloomy should consider U.S. budget data. Corporate tax receipts for the first two months of fiscal 2008 (October and November) are down 35%. Stephanie Pomboy of MacroMavens has raised the key question: if a corporate profits recession is in full swing, how long will it be before companies cut capital spending and hiring?

With real estate deflation cutting the U.S. consumer's access to credit, consumer spending will become more reliant on income. Will the financial sector present a compelling investment opportunity anytime soon? Perhaps, but—somewhat like the Supreme Court's famous definition of pornography—we won't know it until we see it. As yet, we don't think we have seen it, given the ongoing disclosures from institutions that had previously made "full" disclosures. With double-digit earnings still optimistically forecast for the financial sector in 2008 by the young paladins of the Street, it seems early to try as one old investment adage goes, "to catch a falling knife."

Not a Normal Distribution World

Our earlier discussion of buying on the dips warrants a few additional comments about nonlinearity. The modern investment world is cursed by the tendency of both analysts and portfolio managers to extrapolate past results into the perceived foreseeable future. Put another way, investors fall into the trap of thinking linearly. The actuality of both "bull" and "bear" markets reinforce that tendency. After all, when the market goes up, our investments rise in value, and everything is evidently attributable to the genius of the investment strategy (or the strategy of the investment genius). As Michael Mauboussin of Legg Mason Asset Management has recently pointed out, we need to consider the concept of invisible vulnerability, or what happens when a large group of investors appear to be doing well with similar strategies. The lesson to be taken from this is if everyone invests the same way and leverage strategies magnify that behavior, then the impact in the marketplace can be disproportional when unforeseen "random" events happen. In other words, correlated strategies which were not thought to be the case, in reality are. This summer, we witnessed this phenomenon in the travails of the quantitative hedge funds.

The Long March

At the end of this quarter, 56.2% of the Equity and Income Fund was in equities, 38.5% in fixed income, and the balance held in cash. We continue to search for undervalued securities to invest in. In recent weeks we have seen hints of opportunity in some sectors. It is important to note, however, that we think of investing as an ongoing, long-term process, rather than a short-term frenzy for performance. Many of our competitors focus on a much shorter time horizon, and their limited focus contributes significantly to short-term price volatility. That said, we remain comfortable waiting for opportunities to emerge that fit our value criteria. In terms of investment ideas, all we need to find is one or two really good ones a year, while hopefully avoiding the value traps. Our competitive advantages are our long-term time horizon and our focus on business value. We still consider the portfolio to be defensively postured, and we expect that to continue due to our belief that significant, risk-adjusted returns are not presently available. Should opportunities present themselves that warrant a different response, we hope to react accordingly. We look forward to writing to you again at the conclusion of the next quarter.

Clyde S. McGregor, CFA
Portfolio Manager
oakbx@oakmark.com

Edward A. Studzinski, CFA
Portfolio Manager
oakbx@oakmark.com

December 31, 2007



THE OAKMARK EQUITY AND INCOME FUND

Schedule of Investments—December 31, 2007 (Unaudited)

Name Shares Held Market Value

Equity and Equivalents—56.2%    
Common Stocks—56.2%    
Apparel Retail—1.3%    

Foot Locker, Inc.

7,100,000 $ 96,986,000
The TJX Companies, Inc. 2,900,000 83,317,000
   
    180,303,000
Apparel, Accessories & Luxury Goods—0.4%    
Carter's, Inc. (a) 2,850,000 $55,147,500
     
Automobile Manufacturers—0.2%    
Thor Industries, Inc. 600,000 $22,806,000
     
Broadcasting & Cable TV—4.6%    
EchoStar Communications Corporation, Class A (a) 8,250,000 $311,190,000
The E.W. Scripps Company, Class A 6,400,000 288,064,000
CBS Corporation, Class A 1,275,000 34,106,250
   
    633,360,250
Home Furnishings—0.6%    
Mohawk Industries, Inc. (a) 1,100,000 $81,840,000
     
Movies & Entertainment—1.7%    
News Corporation, Class B 11,000,000 $233,750,000
     
Publishing—2.6%    
The Washington Post Company, Class B 325,000 $257,214,750
Idearc, Inc. 5,300,000 93,068,000
Primedia, Inc. 583,333 4,958,330
   
    355,241,080
Brewers—1.4%    
InBev NV (b) 2,350,000 $195,506,723
     
Distillers & Vintners—2.6%    
Diageo Plc (c) 4,100,000 $ 351,903,000
     
Drug Retail—2.9%    
CVS Caremark Corporation 10,000,000 $397,500,000
     
Packaged Foods & Meats—3.2%    
Nestle SA (c) 3,900,000 $447,365,100
     
Personal Products—1.6%    
Avon Products, Inc. 5,720,100 $226,115,553
     
Tobacco—1.1%    
UST, Inc. 2,654,600 $145,472,080
     
Oil & Gas Exploration & Production—13.0%    
XTO Energy, Inc. 13,201,672 $678,037,874
Apache Corporation 3,850,000 414,029,000
EnCana Corp. (b) 5,384,800 365,951,008
Newfield Exploration Co. (a) 6,300,000 332,010,000
   
    1,790,027,882
Property & Casualty Insurance—2.4%    
SAFECO Corporation 4,000,000 $222,720,000
First American Corporation 3,150,000 107,478,000
   
    330,198,000
Reinsurance—0.7%    
PartnerRe, Ltd. (b) 1,150,000 $94,909,500
     
Health Care Equipment—4.1%    
Medtronic, Inc. 6,900,000 $346,863,000
Hospira, Inc. (a) 5,000,000 213,200,000
   
    560,063,000
Health Care Services—1.4%    
Express Scripts, Inc. (a) 2,600,000 $189,800,000
     
Life Sciences Tools & Services—0.7%    
Varian, Inc. (a) 1,567,333 $102,346,845
     
Aerospace & Defense—5.7%    
General Dynamics Corporation 4,700,000 $418,253,000
Raytheon Company 3,599,700 218,501,790
Alliant Techsystems, Inc. (a) 1,325,000 150,732,000
   
    787,486,790
Industrial Conglomerates—0.6%    
Walter Industries, Inc. 2,500,700 $89,850,151
     
Industrial Machinery—2.5%    
Ingersoll-Rand Co., Class A
6,000,000 $278,820,000
Mueller Water Products, Inc., Class B 6,719,153 66,989,955
   
    345,809,955
Application Software—0.3%    
Mentor Graphics Corporation (a) 3,288,318 $35,448,068
     
Computer Hardware—0.1%    
Teradata Corporation (a) 747,100 $20,478,011
     
Semiconductors—0.5%    
International Rectifier Corporation (a) 1,899,700 $64,532,809
     
Total Common Stocks (Cost: $5,586,821,092)   7,737,261,297
     
Total Equity and Equivalents (Cost: $5,586,821,092)   7,737,261,297

   
Name Par Value Market Value

Fixed Income—38.5%    
Corporate Bonds—0.1%    
Paper Packaging—0.1%    
Sealed Air Corporation, 144A, 5.625% due 7/15/2013 (d) $20,000,000 $19,972,460
     
Total Corporate Bonds (Cost: $20,145,087)   19,972,460
     
Government and Agency Securities—38.4%    
France Government Bonds—0.5%    
France Government, 3.00% due 7/25/2012, Inflation Indexed EUR 45,213,200 $69,126,881
     
U.S. Government Notes—33.5%    
United States Treasury Notes, 4.875% due 5/15/2009 $750,000,000 $767,695,500
United States Treasury Notes, 5.125% due 5/15/2016 500,000,000 541,172,000
United States Treasury Notes, 2.00% due 4/15/2012, Inflation Indexed 514,785,000 533,526,263
United States Treasury Notes, 5.125% due 6/30/2011 500,000,000 531,211,000
United States Treasury Notes, 4.875% due 2/15/2012 500,000,000 530,390,500
United States Treasury Notes, 3.625% due 1/15/2008, Inflation Indexed 387,957,000 388,453,585
United States Treasury Notes, 0.875% due 4/15/2010, Inflation Indexed 275,702,500 274,776,415
United States Treasury Notes, 5.00% due 8/15/2011 250,000,000 264,843,750
United States Treasury Notes, 4.75% due 3/31/2011 250,000,000 262,265,500
United States Treasury Notes, 4.875% due 8/15/2009 250,000,000 256,914,000
United States Treasury Notes, 4.00% due 4/15/2010 250,000,000 255,078,000
   
    4,606,326,513
U.S. Government Agencies—4.4%    
Federal Farm Credit Bank, 4.67% due 2/22/2012 (e) $100,000,000 $99,684,100
Federal Home Loan Bank, 5.25% due 1/16/2009 50,000,000 50,606,900
Federal National Mortgage Association, 5.00% due 10/15/2010 50,000,000 50,347,900
Federal National Mortgage Association, 5.30% due 8/6/2009 50,000,000 50,306,200
Federal Home Loan Bank, 5.00% due 2/4/2009 34,840,000 35,228,013
Federal Farm Credit Bank, 3.75% due 1/15/2009 25,887,000 25,823,033
Federal Home Loan Bank, 4.50% due 6/9/2010 25,000,000 25,517,450
Federal Home Loan Mortgage Corp., 5.05% due 10/15/2010 25,000,000 25,183,575
Federal Home Loan Mortgage Corp., 5.395% due 2/28/2011 25,000,000 25,055,300
Federal Home Loan Bank, 4.739% due 5/20/2009 (e) 25,000,000 24,989,325
Federal Farm Credit Bank, 4.92% due 1/11/2010 20,000,000 20,525,460
Federal Farm Credit Bank, 5.00% due 3/2/2009 15,500,000 15,693,332
Federal Home Loan Bank, 4.50% due 5/12/2010 15,000,000 15,303,645
Federal National Mortgage Association, 5.75% due 6/9/2011 14,575,000 14,670,248
Federal Farm Credit Bank, 5.15% due 7/20/2009 10,531,000 10,772,539
Federal Farm Credit Bank, 5.25% due 7/16/2010 $10,000,000 $10,394,110
Federal Home Loan Bank, 4.54% due 7/6/2010 10,000,000 10,221,250
Tennessee Valley Authority, 6.79% due 5/23/2012 9,000,000 9,977,967
Tennessee Valley Authority, 5.625% due 1/18/2011 8,991,000 9,450,197
Federal Home Loan Bank, 6.795% due 6/30/2009 7,005,000 7,325,507
Federal Farm Credit Bank, 4.85% due 12/16/2009 6,500,000 6,646,464
Federal Farm Credit Bank, 5.125% due 6/6/2011 5,605,000 5,863,391
Federal Farm Credit Bank, 5.10% due 8/9/2011 5,000,000 5,229,440
Federal Farm Credit Bank, 4.125% due 4/15/2009 5,147,000 5,168,036
Federal Farm Credit Bank, 4.75% due 5/7/2010 5,000,000 5,128,670
Federal Home Loan Bank, 4.75% due 12/11/2009 5,000,000 5,109,025
Federal Farm Credit Bank, 4.90% due 9/2/2009 5,000,000 5,104,055
Federal Farm Credit Bank, 5.01% due 1/22/2009 5,000,000 5,052,655
Federal Farm Credit Bank, 4.125% due 7/17/2009 5,000,000 5,037,855
Federal Farm Credit Bank, 4.639% due 7/29/2009 (e) 5,000,000 4,997,170
Federal Farm Credit Bank, 4.85% due 3/9/2011 4,457,000 4,616,797
Federal Farm Credit Bank, 5.05% due 5/25/2011 4,000,000 4,173,920
Federal Home Loan Bank, 4.75% due 3/13/2009 4,100,000 4,142,041
Federal Farm Credit Bank, 4.50% due 8/8/2011 3,000,000 3,052,509
Federal Farm Credit Bank, 4.82% due 10/12/2012 2,500,000 2,593,277
   
    608,991,356
     
Total Government and Agency Securities (Cost: $5,089,893,992)   5,284,444,750
Total Fixed Income (Cost: $5,110,039,079)   5,304,417,210
     
Short Term Investments—4.9%    
U.S. Government Agencies—3.1%    
Federal Agricultural Mortgage Corp., 4.20% due 3/13/2008 - 3/18/2008 $64,500,000 $63,924,250
Federal Home Loan Bank, 4.28% - 4.85% due 1/4/2008 - 1/25/2008 125,000,000 124,792,333
Federal Home Loan Mortgage Corp., 4.10% - 4.28% due 1/3/2008 - 3/31/2008 55,000,000 54,686,556
Federal National Mortgage Association, 4.12% - 4.29% due 1/8/2008 - 4/11/2008 175,000,000 173,689,639
Total U.S. Government Agencies (Cost: $417,092,778)   417,092,778
Repurchase Agreement—1.8%    
State Street Bank and Trust Co. Repurchase Agreement, 4.00% dated 12/31/2007 due 1/2/2008, repurchase price $251,737,003, collateralized by Federal Home Loan Mortgage Corp. Bonds, with rates of 5.328% - 5.528%, with maturities from 6/1/2036 - 8/15/2036, and with an aggregate market value plus accrued interest of $256,388,744, and by a Federal National Mortgage Association Bond, with a rate of 5.165%, with a maturity 5/25/2036, and with an aggregate market value plus accrued interest of $7,878,124 $251,681,074 $251,681,074
     
Total Repurchase Agreement (Cost: $251,681,074)   251,681,074
Total Short Term Investments (Cost: $668,773,852)   668,773,852
Total Investments (Cost $11,365,634,023)—99.6%   $13,710,452,359
Other Assets In Excess Of Other Liabilities—0.4%   57,066,714
   
Total Net Assets—100%   $13,767,519,073
   
(a) Non-income producing security.
(b) Represents a foreign domiciled corporation.
(c) Represents an American Depositary Receipt.
(d) 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.
(e) Floating Rate Note. Rate shown is as of December 31, 2007.
 
Key to abbreviations:
EUR: Euro Dollar