weitzfunds.com                                              
 
Weitz Funds





Value Fund (WVALX)
Partners Value Fund (WPVLX)
Partners III Opportunity Fund (WPOPX)
Hickory Fund (WEHIX)
 Balanced Fund (WBALX)
Short-Intermediate Income Fund (WEFIX)
Nebraska Tax-Free Income Fund (WNTFX)
Government Money Market Fund (WGMXX)



PROSPECTUS

August 1, 2010




The Securities and Exchange Commission has not approved or disapproved of these securities or determined if this prospectus is truthful or complete.  Any representation to the contrary is a criminal offense.



 
 
 
1

 
 


 TABLE OF CONTENTS
 

 
 
3
6
9
     Hickory Fund
13
     Balanced Fund
16
20
24
28
31
37
39
42
44
45
47
47
49
 
     Value Fund
50
51
52
     Hickory Fund
53
     Balanced Fund
54
55
56
57
 

 
 
 
2

 
 

Value Fund Summary

Investment Objective
The investment objective of the Fund is capital appreciation.

Fees and Expenses of the Fund
The tables below describe the fees and expenses that you may pay if you buy and hold shares of the Fund.  

Shareholder Fees (fees paid directly from your investment)

Maximum sales charge (load) on purchase
None
Maximum deferred sales charge (load)
None
Redemption fee
None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Management fees
1.00%
Distribution (12b-1) fees
None
Other expenses
0.23
Acquired fund fees and expenses(1)
0.02
Total annual fund operating expenses(2)
1.25%

( 1)  The Fund has invested a portion of its temporary cash reserves in one or more money market funds (“acquired funds”).  The Fund indirectly incurs fees and expenses as a result of its investment in shares of acquired funds.   The total annual fund operating expense ratio for the Fund does not correlate to the ratio of expenses to average net assets shown in the Financial Highlights contained in the Prospectus, which reflects the operating expenses of the Fund and does not include acquired fund fees and expenses.
(2) The expense information in the table has been restated to reflect the Fund’s fees for the current fiscal year.
 
Example This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.  The example assumes that you invest $10,000 in the Fund for the periods indicated and then redeem in full at the end of each of the periods indicated.  The example also assumes that your investment has a 5% return each year and the Fund’s operating expenses remain the same each year.

Although your actual costs may be higher or lower, based on these assumptions your costs would be:

1 year
3 years
5 years
10 years
$127
 $397
$686
$1,511

Portfolio Turnover
The Fund pays transactions costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).  A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual Fund operating expenses or in the example, affect the Fund’s performance.  During the most recent fiscal year, the Fund’s portfolio turnover rate was 19% of the average value of the portfolio.

Principal Investment Strategies
The Fund’s investment strategy (which we call “value investing”) is based on our belief that stock prices fluctuate around the true value of a company.  The Fund invests the majority of its assets in common stock of larger companies. The Fund considers larger-cap companies to be issuers with a market capitalization equal to or greater than the median capitalization of companies in the Russell 1000 Index at the time of purchase.  The median capitalization of companies in the Russell 1000 Index was $4.2 billion as of June 30, 2010.
 
We look to identify the securities of growing, well-managed businesses which have honest, competent management. We then estimate the price that an informed, rational buyer would pay for 100% of the business.  At the heart of the process is an estimate of the value today of the right to receive all of the cash that a business will generate for its owners in the future. The valuation may focus on asset values, earnings power and the intangible value of a company’s “franchise” in its market or a combination of these variables, depending on the nature of the business.
 
The Fund then tries to buy shares of the company’s stock at a significant discount to this “private market value.”  We invest with a 3-5 year time horizon. The Fund anticipates that the stock price will rise as the value of the business grows and as the valuation discount narrows.  Ideally the business value grows and the stock continues to trade at a discount for long periods of time.  We generally will sell these stocks as they approach or exceed our estimate of private market value.
 
 
 
3

 
 
We do not try to “time” the market.  However, if there is cash available for investment and there are not securities that meet the Fund’s investment criteria, the Fund may invest without limitation in high-quality cash and cash equivalents such as U.S. Government securities or government money market fund shares.  In the event that the Fund takes such a temporary defensive position, it may not be able to achieve its investment objective during this temporary period.
 
Principal Investment Risks
You should be aware that an investment in the Fund involves certain risks, including, among others, the following:

•   Market Risk   As with any other mutual fund, the share price of the Fund will fluctuate daily depending on general
    market conditions and other factors. You may lose money if you invest in the Fund.

•   Investment in Undervalued Securities   Undervalued securities are, by definition, out of favor with investors, and there
    is no way to predict when, if ever, the securities may return to favor. Therefore, investors should purchase shares of
    the Fund only if they intend to be patient, long-term investors.

•   Non-diversified Risk   Because the Fund is non-diversified, the Fund may have larger positions in fewer companies or
    industries than a diversified fund. A concentrated portfolio is more likely to experience significant fluctuations in
    value, exposing the Fund to a greater risk of loss in any given period than a diversified fund.

•   Failure to Meet Investment Objective   There can be no assurance that the Fund will meet its investment objective.

Your investment in the Fund is not a bank deposit and is not insured nor guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other governmental agency.

Performance
The following chart and table provides an indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year over the period indicated and by showing how the Fund’s average annual total returns for the periods indicated, both before and after taxes, compared to those of relevant market indexes.  The Standard & Poor’s 500 Index, the Fund’s primary benchmark, is generally representative of the market for the stocks of large-size U.S. companies.  The Russell 1000 Index measures the performance of the large-cap segment of the U.S. equity market.  All Fund performance numbers are calculated after deducting fees and expenses, and all numbers assume reinvestment of dividends.  The Fund’s past performance is not necessarily an indication of how the Fund will perform in the future both before and after taxes.  Updated performance information is available on our website at weitzfunds.com or by calling us toll-free at 800-304-9745.
 
                                                  Calendar Year Total Returns

Value Fund
 
The Fund’s year-to-date return for the six months ended June 30, 2010 was 0.42%.

 
 
4

 



Best and Worst Performing Quarters (during the period shown above)

 
Quarter/Year
Total Return
Best Quarter
2nd Quarter 2003
  19.47%
Worst Quarter
4th Quarter 2008
 -24.75%

Average Annual Total Returns (for periods ended December 31, 2009)

 
1 Year
5 Year
10 Year
Return Before Taxes
 27.62%
 -4.29%
 1.75%
Return After Taxes on Distributions
 27.49%
 -5.21%
 0.66%
Return After Taxes on Distributions and Sale of Fund Shares
 17.94%
 -3.63%
 1.28%
Comparative Indexes (reflect no deduction for fees, expenses or taxes):
     
Standard & Poor’s 500 Index
 26.46%
   0.42%
-0.95%
Russell 1000 Index
 28.43%
   0.79%
-0.49%

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes.  Actual after-tax returns depend on an investor’s tax situation and may differ from those shown.  In some instances, the return after taxes may be greater than the return before taxes because you are assumed to be able to use the capital loss on the sale of Fund shares to offset other taxable gains.  After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as a 401(k) account or individual retirement account (IRA).

Fund Management

Investment Adviser
Wallace R. Weitz & Company (“Weitz & Co.”) is the investment adviser for the Fund.

Portfolio Managers
Wallace R. Weitz, CFA, and Bradley P. Hinton, CFA, share responsibility for the day-to-day management of the Fund.  Mr. Weitz was previously the sole portfolio manager of the Fund since its inception.  Mr. Hinton has been a research analyst for Weitz & Co. since September 2001 and the Director of Research since April 2004.

Purchase and Sale of Fund Shares
The minimum investment required to open an account in the Fund is $2,500.  The subsequent minimum investment requirement is $25.

Investors may purchase, redeem or exchange Fund shares by written request, telephone, online, or through a financial intermediary on any day the New York Stock Exchange is open for business.  You may conduct transactions by mail (Weitz Funds, ℅ BFDS, 330 W 9th Street, 1st Floor, Kansas City, MO 64105), by telephone at 800-304-9745, or online at weitzfunds.com.  Purchases and redemptions by telephone are only permitted if you previously established this option on your account.

Tax Information
The Fund’s distributions may be taxable to you as ordinary income and/or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.  Such tax-deferred arrangements may be taxed upon withdrawals made from those arrangements.

Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a financial adviser), the Fund and/or its investment adviser may pay the intermediary a fee to compensate them for the services it provides, which may include performing sub-accounting services, delivering Fund documents to shareholders and providing information about the Fund.  These payments may create a conflict of interest by influencing the financial intermediary and your salesperson to recommend the Fund over another investment.  Ask your salesperson or visit your financial intermediary’s website for more information.
 
 

 
 
 
5

 
 

Partners Value Fund Summary

Investment Objective
The investment objective of the Fund is capital appreciation.
 
Fees and Expenses of the Fund
The tables below describe the fees and expenses that you may pay if you buy and hold shares of the Fund.  

Shareholder Fees (fees paid directly from your investment)

Maximum sales charge (load) on purchase
None
Maximum deferred sales charge (load)
None
Redemption fee
None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Management fees
1.00%
Distribution (12b-1) fees
None
Other expenses
0.24
Acquired fund fees and expenses(1)
0.02
Total annual fund operating expenses(2)
1.26%
 
( 1)  The Fund has invested a portion of its temporary cash reserves in one or more money market funds (“acquired funds”).  The Fund indirectly incurs fees and expenses as a result of its investment in shares of acquired funds.   The total annual fund operating expense ratio for the Fund does not correlate to the ratio of expenses to average net assets shown in the Financial Highlights contained in the Prospectus, which reflects the operating expenses of the Fund and does not include acquired fund fees and expenses.
(2) The expense information in the table has been restated to reflect the Fund’s fees for the current fiscal year.
 
Example This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.  The example assumes that you invest $10,000 in the Fund for the periods indicated and then redeem in full at the end of each of the periods indicated.  The example also assumes that your investment has a 5% return each year and the Fund’s operating expenses remain the same each year.

Although your actual costs may be higher or lower, based on these assumptions your costs would be:

1 year
3 years
5 years
10 years
$128
$400
$692
$1,523

Portfolio Turnover
The Fund pays transactions costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).  A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual Fund operating expenses or in the example, affect the Fund’s performance.  During the most recent fiscal year, the Fund’s portfolio turnover rate was 30% of the average value of the portfolio.

Principal Investment Strategies
The Fund’s investment strategy (which we call “value investing”) is based on our belief that stock prices fluctuate around the true value of a company.   The Fund is a “multi-cap” fund and may invest in securities of any market capitalization.
 
We look to identify the securities of growing, well-managed businesses of any size which have honest, competent management. We then estimate the price that an informed, rational buyer would pay for 100% of the business.  At the heart of the process is an estimate of the value today of the right to receive all of the cash that a business will generate for its owners in the future.  The valuation may focus on asset values, earnings power and the intangible value of a company’s “franchise” in its market or a combination of these variables, depending on the nature of the business.
 
The Fund then tries to buy shares of the company’s stock at a significant discount to this “private market value.”  We invest with a 3-5 year time horizon. The Fund anticipates that the stock price will rise as the value of the business grows and as the valuation discount narrows.  Ideally the business value grows and the stock continues to trade at a discount for long periods of time.  We generally will sell these stocks as they approach or exceed our estimate of private market value.
 
We do not try to “time” the market.  However, if there is cash available for investment and there are not securities that meet the Fund’s investment criteria, the Fund may invest without limitation in high-quality cash and cash equivalents such as U.S. Government securities or government money market fund shares.  In the event that the Fund takes such a temporary defensive
 
 
 
6

 
 
 
position, it may not be able to achieve its investment objective during this temporary period.

Principal Investment Risks
You should be aware that an investment in the Fund involves certain risks, including, among others, the following:

•   Market Risk   As with any other mutual fund, the share price of the Fund will fluctuate daily depending on general
    market conditions and other factors. You may lose money if you invest in the Fund.

•   Investment in Undervalued Securities   Undervalued securities are, by definition, out of favor with investors, and there
    is no way to predict when, if ever, the securities may return to favor. Therefore, investors should purchase shares of
    the Fund only if they intend to be patient, long-term investors.

•   Non-diversified Risk   Because the Fund is non-diversified, the Fund may have larger positions in fewer companies or
    industries than a diversified fund. A concentrated portfolio is more likely to experience significant fluctuations in
    value, exposing the Fund to a greater risk of loss in any given period than a diversified fund.

•   Smaller Company Risk   Smaller capitalization companies may not have the size, resources or other assets of larger
    capitalization companies.  The prices of such issuers can fluctuate more than the stocks of larger companies and they
    may not necessarily correspond to changes in the stock market in general.
 
•   Failure to Meet Investment Objective   There can be no assurance that the Fund will meet its investment objective.

Your investment in the Fund is not a bank deposit and is not insured nor guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other governmental agency.

Performance
The following chart and table provides an indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year over the period indicated and by showing how the Fund’s average annual total returns for the periods indicated, both before and after taxes, compared to those of relevant market indexes.  The Standard & Poor’s 500 Index, the Fund’s primary benchmark, is generally representative of the market for the stocks of large-size U.S. companies.  The Russell 3000 Index measures the performance of the largest 3,000 U.S. companies.  All Fund performance numbers are calculated after deducting fees and expenses, and all numbers assume reinvestment of dividends.  The Fund’s past performance is not necessarily an indication of how the Fund will perform in the future both before and after taxes.  Updated performance information is available on our website at weitzfunds.com or by calling us toll-free at 800-304-9745.
 
                                                 Calendar Year Total Returns
 
Partners Value Fund
 
The Fund’s year-to-date return for the six months ended June 30, 2010 was 6.07%.
 
 
 
7

 


Best and Worst Performing Quarters (during the period shown above)

 
Quarter/Year
Total Return
Best Quarter
2nd Quarter 2003
 18.16%
Worst Quarter
4th Quarter 2008
-21.74%

Average Annual Total Returns (for periods ended December 31, 2009)

 
1 Year
5 Year
10 Year
Return Before Taxes
 31.30%
 -2.32%
 2.48%
Return After Taxes on Distributions
 31.26%
 -3.26%
 1.50%
Return After Taxes on Distributions and Sale of Fund Shares
 20.34%
 -1.94%
 1.92%
Comparative Indexes (reflect no deduction for fees, expenses or taxes):
     
Standard & Poor’s 500 Index
 26.46%
   0.42%
-0.95%
Russell 3000 Index
 28.34%
   0.76%
-0.20%

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes.  Actual after-tax returns depend on an investor’s tax situation and may differ from those shown.  In some instances, the return after taxes may be greater than the return before taxes because you are assumed to be able to use the capital loss on the sale of Fund shares to offset other taxable gains.  After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as a 401(k) account or individual retirement account (IRA).

Fund Management

Investment Adviser
Wallace R. Weitz & Company (“Weitz & Co.”) is the investment adviser for the Fund.

Portfolio Managers
Wallace R. Weitz, CFA, and Bradley P. Hinton, CFA, share responsibility for the day-to-day management of the Fund.  Mr. Weitz was previously the sole portfolio manager of the Fund since its inception.  Mr. Hinton has been a research analyst for Weitz & Co. since September 2001 and the Director of Research since April 2004.

Purchase and Sale of Fund Shares
The minimum investment required to open an account in the Fund is $2,500.  The subsequent minimum investment requirement is $25.

Investors may purchase, redeem or exchange Fund shares by written request, telephone, online, or through a financial intermediary on any day the New York Stock Exchange is open for business.  You may conduct transactions by mail (Weitz Funds, ℅ BFDS, 330 W 9th Street, 1st Floor, Kansas City, MO 64105), by telephone at 800-304-9745, or online at weitzfunds.com.  Purchases and redemptions by telephone are only permitted if you previously established this option on your account.

Tax Information
The Fund’s distributions may be taxable to you as ordinary income and/or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.  Such tax-deferred arrangements may be taxed upon withdrawals made from those arrangements.

Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a financial adviser), the Fund and/or its investment adviser may pay the intermediary a fee to compensate them for the services it provides, which may include performing sub-accounting services, delivering Fund documents to shareholders and providing information about the Fund.  These payments may create a conflict of interest by influencing the financial intermediary and your salesperson to recommend the Fund over another investment.  Ask your salesperson or visit your financial intermediary’s website for more information.
 
 
 
8

 

Partners III Opportunity Fund Summary

Investment Objective
The investment objective of the Fund is capital appreciation.

Fees and Expenses of the Fund
The tables below describe the fees and expenses that you may pay if you buy and hold shares of the Fund.  

Shareholder Fees (fees paid directly from your investment)

Maximum sales charge (load) on purchase
None
Maximum deferred sales charge (load)
None
Redemption fee
None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Management fees
1.00%
Distribution (12b-1) fees
None
Other expenses
0.49
Dividend expense on short sales
0.30
Acquired fund fees and expenses(1)
0.01
Total annual fund operating expenses
1.80%

(1) The Fund has invested a portion of its temporary cash reserves in one or more money market funds (“acquired funds”).  The Fund indirectly incurs fees and expenses as a result of its investment in shares of acquired funds.   The total annual fund operating expense ratio for the Fund does not correlate to the ratio of expenses to average net assets shown in the Financial Highlights contained in the Prospectus, which reflects the operating expenses of the Fund and does not include acquired fund fees and expenses.
 
Example This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.  The example assumes that you invest $10,000 in the Fund for the periods indicated and then redeem in full at the end of each of the periods indicated.  The example also assumes that your investment has a 5% return each year and the Fund’s operating expenses remain the same each year.

Although your actual costs may be higher or lower, based on these assumptions your costs would be:

1 year
3 years
5 years
10 years
$183
$566
$975
$2,116

Portfolio Turnover
The Fund pays transactions costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).  A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.  During the most recent fiscal year, the Fund’s portfolio turnover rate was 54% of the average value of the portfolio.

Principal Investment Strategies
The Fund’s investment strategy (which we call “value investing”) is based on our belief that stock prices fluctuate around the true value of a company.  The Fund is a “multi-cap” fund and may invest in securities of any market capitalization.
 
We look to identify the securities of growing, well-managed businesses of any size which have honest, competent management. We then estimate the price that an informed, rational buyer would pay for 100% of the business.  At the heart of the process is an estimate of the value today of the right to receive all of the cash that a business will generate for its owners in the future. The valuation may focus on asset values, earnings power and the intangible value of a company’s “franchise” in its market or a combination of these variables, depending on the nature of the business.
 
The Fund then tries to buy shares of the company’s stock at a significant discount to this “private market value.”  We invest with a 3-5 year time horizon. The Fund anticipates that the stock price will rise as the value of the business grows and as the valuation discount narrows.  Ideally the business value grows and the stock continues to trade at a discount for long periods of time.  We generally will sell these stocks as they approach or exceed our estimate of private market value. The Fund may also engage in short selling of securities, including short sales of exchange traded funds, when we anticipate a decline in the value of such securities.
 

 
9

 
 
We do not try to “time” the market.  However, if there is cash available for investment and there are not securities that meet the Fund’s investment criteria, the Fund may invest without limitation in high-quality cash and cash equivalents such as U.S. Government securities or government money market fund shares.  In the event that the Fund takes such a temporary defensive position, it may not be able to achieve its investment objective during this temporary period.
 
Principal Investment Risks
You should be aware that an investment in the Fund involves certain risks, including, among others, the following:

•    Market Risk   As with any other mutual fund, the share price of the Fund will fluctuate daily depending on general
     market conditions and other factors.  You may lose money if you invest in the Fund.

•    Investment in Undervalued Securities   Undervalued securities are, by definition, out of favor with investors, and there
     is no way to predict when, if ever, the securities may return to favor.  Therefore, investors should purchase shares of
     the Fund only if they intend to be patient, long-term investors.

•    Non-diversified Risk   Because the Fund is non-diversified, the Fund may have larger positions in fewer companies or
     industries than a diversified fund. A concentrated portfolio is more likely to experience significant fluctuations in
     value, exposing the Fund to a greater risk of loss in any given period than a diversified fund.

•    Smaller Company Risk   Smaller capitalization companies may not have the size, resources or other assets of larger
     capitalization companies.  The prices of such issuers can fluctuate more than the stocks of larger companies and they
     may not necessarily correspond to changes in the stock market in general.
 
•  
  Investments in Other Investment Companies   The Fund may invest in the shares of other investment companies, including
 
  affiliated and non-affiliated money market funds. Investing in the shares of other investment companies involves the risk that
 
  such other investment companies will not achieve their objectives or will achieve a yield or return that is lower than that of the
 
  Fund. To the extent that the Fund is invested in the shares of other investment companies, the Fund will incur
 
  additional expenses due to the duplication of fees and expenses as a result of investing in investment company shares.

•  
  Investments in Exchange Traded Funds   The Fund may invest in exchange traded funds (“ETFs”).  ETFs that are based on
 
  a specific index may not be able to replicate and maintain exactly the composition and relative weightings of securities in the
 
  applicable index. ETFs also incur certain expenses not incurred by their applicable index. Additionally, certain securities
 
  comprising the index tracked by an ETF may, at times, be temporarily unavailable, which may impede an ETF’s ability to
 
  track its index. To the extent that the Fund is invested in an ETF, the Fund will incur additional expenses due to the duplication
 
  of fees and expenses as a result of investing in an ETF.

•    Short Sales Risk   If the price of a stock or ETF sold short increases after the sale, the Fund will lose money because it will
     have to pay a higher price to repurchase the borrowed stock when it closes its short position.  The loss of value on a
     short sale is theoretically unlimited.  The Fund has to borrow the securities to enter into the short sale. If the lender
     demands the securities be returned, the Fund must deliver them promptly, either by borrowing from another lender or
     buying the securities.  If this occurs at the same time other short sellers are trying to borrow or buy in the securities, a
     “short squeeze” could occur, causing the stock price to rise and making it more likely that the Fund will have to cover
     its short position at an unfavorable price.

•    Leverage Risk   The Fund may borrow from banks or brokers and pledge its assets in connection with the borrowing.   If
     the interest expense on the borrowings is greater than the income and increase in value of the securities purchased with
     the proceeds of the borrowing, the use of leverage will decrease the return to the Fund’s shareholders. The use of
     leverage may decrease the return to the Fund.  The use of leverage also tends to magnify the volatility of the Fund’s
     returns.
 
•    Failure to Meet Investment Objective   There can be no assurance that the Fund will meet its investment objective.

Your investment in the Fund is not a bank deposit and is not insured nor guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other governmental agency.

 
 
 
10

 
 
Performance
The following chart and table provides an indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year over the period indicated and by showing how the Fund’s average annual total returns for the periods indicated, both before and after taxes, compared to those of relevant market indexes.  The Standard and Poor’s 500 Index, the Fund’s primary benchmark, is generally representative of the market for the stocks of large-size U.S. companies.  The Russell 3000 Index measures the performance of the largest 3,000 U.S. companies.  All Fund performance numbers are calculated after deducting fees and expenses, and all numbers assume reinvestment of dividends.  The Fund’s past performance is not necessarily an indication of how the Fund will perform in the future both before and after taxes.  Updated performance information is available on our website at weitzfunds.com or by calling us toll-free at 800-304-9745.
 
As of December 30, 2005, the Fund succeeded to substantially all of the assets of Weitz Partners III Limited Partnership (“Partnership”).  Performance of the Fund is measured from June 1, 1983, the inception of the Partnership.  The Fund’s investment objectives, policies and restrictions are materially equivalent to those of the Partnership and the Partnership was managed at all times with full investment authority by Wallace R. Weitz & Company.  During this period, the Partnership was not subject to certain investment restrictions, diversification requirements and other restrictions of the Investment Company Act of 1940 or the Internal Revenue Code, which if applicable, might have adversely affected the performance of the Partnership.
 
                                                 Calendar Year Total Returns
 
Partners III Opportunity
 
 
The Fund’s year-to-date return for the six months ended June 30, 2010 was 8.91%.
 
Best and Worst Performing Quarters (during the period shown above)

 
Quarter/Year
Total Return
Best Quarter
2nd Quarter 2003
 26.07%
Worst Quarter
4th Quarter 2008
-21.13%

Average Annual Total Returns (for periods ended December 31, 2009)

 
1 Year
5 Year
10 Year
Return Before Taxes
 42.05%
 -0.60%
  7.18%
Return After Taxes on Distributions
 42.05%
N/A
N/A
Return After Taxes on Distributions and Sale of Fund Shares
 27.33%
N/A
N/A
Comparative Indexes (reflect no deduction for fees, expenses or taxes):
     
Standard & Poor’s 500 Index
 26.46%
   0.42%
 -0.95%
Russell 3000 Index
28.34%
   0.76%
-0.20%
 
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes.  Actual after-tax returns depend on an investor’s tax situation and may differ from those shown.  In some instances, the return after taxes may be greater than the return before taxes because you are assumed to be able to use the capital loss on the sale of Fund shares to offset other taxable gains.  After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as a 401(k) account or individual retirement account (IRA).  After tax returns for the 5 and 10 year periods are not provided because the Partners III Partnership’s tax treatment was different than that of a registered investment company.
 
 
 
11

 
 
Fund Management

Investment Adviser
Wallace R. Weitz & Company (“Weitz & Co.”) is the investment adviser for the Fund.

Portfolio Manager
Wallace R. Weitz, CFA, is responsible for the day-to-day management of the Fund.  Mr. Weitz has been the portfolio manager for the Fund since its inception.

Purchase and Sale of Fund Shares
The minimum investment required to open an account in the Fund is $2,500.  The subsequent minimum investment requirement is $25.

Investors may purchase, redeem or exchange Fund shares by written request, telephone, online, or through a financial intermediary on any day the New York Stock Exchange is open for business.  You may conduct transactions by mail (Weitz Funds, ℅ BFDS, 330 W 9th Street, 1st Floor, Kansas City, MO 64105), by telephone at 800-304-9745, or online at weitzfunds.com.  Purchases and redemptions by telephone are only permitted if you previously established this option on your account.
  
Tax Information
The Fund’s distributions may be taxable to you as ordinary income and/or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.  Such tax-deferred arrangements may be taxed upon withdrawals made from those arrangements.

Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a financial adviser), the Fund and/or its investment adviser may pay the intermediary a fee to compensate them for the services it provides, which may include performing sub-accounting services, delivering Fund documents to shareholders and providing information about the Fund.  These payments may create a conflict of interest by influencing the financial intermediary and your salesperson to recommend the Fund over another investment.  Ask your salesperson or visit your financial intermediary’s website for more information.


 
 
12

 

 
Hickory Fund Summary

Investment Objective
The investment objective of the Fund is capital appreciation.

Fees and Expenses of the Fund
The tables below describe the fees and expenses that you may pay if you buy and hold shares of the Fund.  

Shareholder Fees (fees paid directly from your investment)

Maximum sales charge (load) on purchase
None
Maximum deferred sales charge (load)
None
Redemption fee
None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Management fees
1.00%
Distribution (12b-1) fees
None
Other expenses
0.30
Acquired fund fees and expenses(1)
0.03
Total annual fund operating expenses(2)
1.33%
 
(1) The Fund has invested a portion of its temporary cash reserves in one or more money market funds (“acquired funds”).  The Fund indirectly incurs fees and expenses as a result of its investment in shares of acquired funds.   The total annual fund operating expense ratio for the Fund does not correlate to the ratio of expenses to average net assets shown in the Financial Highlights contained in the Prospectus, which reflects the operating expenses of the Fund and does not include acquired fund fees and expenses.
(2) The expense information in the table has been restated to reflect the Fund’s fees for the current fiscal year.
 
Example This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.  The example assumes that you invest $10,000 in the Fund for the periods indicated and then redeem in full at the end of each of the periods indicated.  The example also assumes that your investment has a 5% return each year and the Fund’s operating expenses remain the same each year.

Although your actual costs may be higher or lower, based on these assumptions your costs would be:

1 year
3 years
5 years
10 years
$135
$421
$729
$1,601

Portfolio Turnover
The Fund pays transactions costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).  A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual Fund operating expenses or in the example, affect the Fund’s performance.  During the most recent fiscal year, the Fund’s portfolio turnover rate was 61% of the average value of the portfolio.

Principal Investment Strategies
The Fund’s investment strategy (which we call “value investing”) is based on our belief that stock prices fluctuate around the true value of a company.  The Fund invests the majority of its assets in the common stock of smaller and medium sized companies.  Currently, the Fund considers smaller and medium sized companies to be issuers with a market capitalization of less than $10 billion at the time of initial purchase.
 
We look to identify the securities of growing, well-managed businesses which have honest, competent management. We then estimate the price that an informed, rational buyer would pay for 100% of the business.  At the heart of the process is an estimate of the value today of the right to receive all of the cash that a business will generate for its owners in the future. The valuation may focus on asset values, earnings power and the intangible value of a company’s “franchise” in its market or a combination of these variables, depending on the nature of the business.

The Fund then tries to buy shares of the company’s stock at a significant discount to this “private market value.”  We invest with a 3-5 year time horizon. The Fund anticipates that the stock price will rise as the value of the business grows and as the valuation discount narrows.  Ideally the business value grows and the stock continues to trade at a discount for long periods of time.  We generally will sell these stocks as they approach or exceed our estimate of private market value.
 

 
13

 
 
We do not try to “time” the market.  However, if there is cash available for investment and there are not securities that meet the Fund’s investment criteria, the Fund may invest without limitation in high-quality cash and cash equivalents such as U.S. Government securities or government money market fund shares.  In the event that the Fund takes such a temporary defensive position, it may not be able to achieve its investment objective during this temporary period.
 
Principal Investment Risks
You should be aware that an investment in the Fund involves certain risks, including, among others, the following:
 
•    Market Risk  As with any other mutual fund, the share price of the Fund will fluctuate daily depending on general
     market conditions and other factors.  You may lose money if you invest in the Fund.
 
•    Investment in Undervalued Securities   Undervalued securities are, by definition, out of favor with investors, and there
     is no way to predict when, if ever, the securities may return to favor. Therefore, investors should purchase shares of
     the Fund only if they intend to be patient, long-term investors.

•    Non-diversified Risk   Because the Fund is non-diversified, the Fund may have larger positions in fewer companies or
     industries than a diversified fund. A concentrated portfolio is more likely to experience significant fluctuations in
     value, exposing the Fund to a greater risk of loss in any given period than a diversified fund.

•    Smaller Company Risk   Smaller capitalization companies may not have the size, resources or other assets of larger
     capitalization companies.  The prices of such issuers can fluctuate more than the stocks of larger companies and they
     may not necessarily correspond to changes in the stock market in general.
 
•    Failure to Meet Investment Objective  There can be no assurance that the Fund will meet its investment objective.
 
Your investment in the Fund is not a bank deposit and is not insured nor guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other governmental agency.

Performance
The following chart and table provides an indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year over the period indicated and by showing how the Fund’s average annual total returns for the periods indicated, both before and after taxes, compared to those of relevant market indexes.  The Standard & Poor’s 500 Index, the Fund’s primary benchmark, is generally representative of the market for the stocks of large-size U.S. companies.  The Russell 2500 Index measures the performance of the small to mid-cap segment of the U.S. equity market.  All Fund performance numbers are calculated after deducting fees and expenses, and all numbers assume reinvestment of dividends.  The Fund’s past performance is not necessarily an indication of how the Fund will perform in the future both before and after taxes.  Updated performance information is available on our website at weitzfunds.com or by calling us toll-free at 800-304-9745.
 
                                              Calendar Year Total Returns

Hickory Fund
 
The Fund’s year-to-date return for the six months ended June 30, 2010 was 11.39%.


 
14

 

Best and Worst Performing Quarters (during the period shown above)

 
Quarter/Year
Total Return
Best Quarter
2nd Quarter 2003
 25.28%
Worst Quarter
3rd Quarter 2002
-28.92%

Average Annual Total Returns (for periods ended December 31, 2009)

 
1 Year
5 Year
10 Year
Return Before Taxes
 36.54%
-3.22 %
 -1.51%
Return After Taxes on Distributions
 36.54%
 -3.34%
 -1.98%
Return After Taxes on Distributions and Sale of Fund Shares
 23.75%
-2.77%
 -1.43%
Comparative Indexes (reflect no deduction for fees, expenses or taxes):
     
Standard & Poor’s 500 Index
 26.46%
 0.42%
 -0.95%
Russell 2500 Index
 34.39%
1.58%
  4.91%

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes.  Actual after-tax returns depend on an investor’s tax situation and may differ from those shown.  In some instances, the return after taxes may be greater than the return before taxes because you are assumed to be able to use the capital loss on the sale of Fund shares to offset other taxable gains.  After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as a 401(k) account or individual retirement account (IRA).

Fund Management

Investment Adviser
Wallace R. Weitz & Company (“Weitz & Co.”) is the investment adviser for the Fund.

Portfolio Manager
Wallace R. Weitz, CFA, is responsible for the day-to-day management of the Fund.  Mr. Weitz has been the portfolio manager for the Fund since January 1, 2003.

Purchase and Sale of Fund Shares
The minimum investment required to open an account in the Fund is $2,500.  The subsequent minimum investment requirement is $25.

Investors may purchase, redeem or exchange Fund shares by written request, telephone, online, or through a financial intermediary on any day the New York Stock Exchange is open for business.  You may conduct transactions by mail (Weitz Funds, ℅ BFDS, 330 W 9th Street, 1st Floor, Kansas City, MO 64105), by telephone at 800-304-9745, or online at weitzfunds.com.  Purchases and redemptions by telephone are only permitted if you previously established this option on your account.

Tax Information
The Fund’s distributions may be taxable to you as ordinary income and/or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.  Such tax-deferred arrangements may be taxed upon withdrawals made from those arrangements.

Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a financial adviser), the Fund and/or its investment adviser may pay the intermediary a fee to compensate them for the services it provides, which may include performing sub-accounting services, delivering Fund documents to shareholders and providing information about the Fund.  These payments may create a conflict of interest by influencing the financial intermediary and your salesperson to recommend the Fund over another investment.  Ask your salesperson or visit your financial intermediary’s website for more information.
 
 
 
15

 
 

Balanced Fund Summary

Investment Objective
The investment objectives of the Fund are regular current income, capital preservation and long-term capital appreciation.

Fees and Expenses of the Fund
The tables below describe the fees and expenses that you may pay if you buy and hold shares of the Fund.  

Shareholder Fees (fees paid directly from your investment)

Maximum sales charge (load) on purchase
None
Maximum deferred sales charge (load)
None
Redemption fee
None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Management fees
0.80%
Distribution (12b-1) fees
None
Other expenses
0.38
Acquired fund fees and expenses(1)
0.01
Total annual fund operating expenses(2)
1.19%

(1) The Fund has invested a portion of its temporary cash reserves in one or more money market funds (“acquired funds”).  The Fund indirectly incurs fees and expenses as a result of its investment in shares of acquired funds.  The total annual fund operating expense ratio for the Fund does not correlate to the ratio of expenses to average net assets shown in the Financial Highlights contained in the Prospectus, which reflects the operating expenses of the Fund, and does not include acquired fund fees and expenses.
(2) The expense information in the table has been restated to reflect the Fund’s fees for the current fiscal year.

Example This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.  The example assumes that you invest $10,000 in the Fund for the periods indicated and then redeem in full at the end of each of the periods indicated.  The example also assumes that your investment has a 5% return each year and the Fund’s operating expenses remain the same each year.

Although your actual costs may be higher or lower, based on these assumptions your costs would be:

1 year
3 years
5 years
10 years
$121
$378
$654
$1,443

Portfolio Turnover
The Fund pays transactions costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).  A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual Fund operating expenses or in the example, affect the Fund’s performance.  During the most recent fiscal year, the Fund’s portfolio turnover rate was 45% of the average value of the portfolio.

Principal Investment Strategies
The Fund invests primarily in a portfolio of U.S. equity and fixed income securities.  Under normal market conditions, a substantial portion of the Fund’s total assets, normally 50%-75%, will be invested in common stocks and a variety of securities convertible into common stock such as rights, warrants and convertible preferred stock.  The Fund may invest in the equity securities of issuers of all sizes, including smaller and medium sized companies (we consider smaller or medium sized stocks to be those having a market capitalization less than $10 billion at the time of initial purchase).  The Fund generally will invest at least 25% of its total assets in investment-grade fixed income securities such as U.S. Government and agency securities, corporate debt securities, mortgage-backed securities, preferred stock and taxable municipal bonds. The Fund may invest in fixed income securities of all maturities.  The Fund may also invest up to 20% of its total assets in fixed income securities which are non-investment grade or unrated.
 
The Fund’s investment strategy (which we call “value investing”) is based on our belief that prices fluctuate around the true value of a security.  For the equity portion of the Fund we look to identify the securities of growing, well-managed businesses which have honest, competent management. We then estimate the price that an informed, rational buyer would pay for 100% of the business.  At the heart of the process is an estimate of the value today of the right to receive all of the cash that a business will generate for its owners in the future. The valuation may focus on asset values, earnings power and the intangible value of a company’s “franchise” in its market or a combination of these variables, depending on the nature of the business.
 
 
 
16

 

The Fund then tries to buy shares of the company’s stock at a significant discount to this “private market value.”  We invest with a 3-5 year time horizon. The Fund anticipates that the stock price will rise as the value of the business grows and as the valuation discount narrows.  Ideally the business value grows and the stock continues to trade at a discount for long periods of time.  We generally will sell these stocks as they approach or exceed our estimate of private market value.

The Fund’s investment strategy with respect to fixed income securities is to select fixed income securities whose yield is sufficiently attractive in view of the risks of ownership.   We consider a number of factors such as the security’s price, coupon and yield-to-maturity, as well as the credit quality of the issuer in deciding whether to invest in a particular fixed income security.  In addition, we review the terms of the fixed income security, including subordination, default, sinking fund and early redemption provisions.

We do not try to “time” the market. However, if there is cash available for investment and there are not securities which meet the Fund’s investment criteria or if we determine that market conditions warrant, the Fund may invest without limitation in cash and cash equivalents such as U.S. Government securities or government money market fund shares.  In the event that the Fund takes such a temporary defensive position, it may not be able to achieve its investment objective during this temporary period.
 
Principal Investment Risks
You should be aware that an investment in the Fund involves certain risks, including, among others, the following:

•    Market Risk   As with any other mutual fund, the share price of the Fund will fluctuate daily depending on general
     market conditions and other factors. You may lose money if you invest in the Fund.

•    Investment in Undervalued Securities   Undervalued securities are, by definition, out of favor with investors, and there
     is no way to predict when, if ever, the securities may return to favor. Therefore, investors should purchase shares of
     the Fund only if they intend to be patient, long-term investors.

•    Interest Rate Risk   The market value of a bond is significantly affected by changes in interest rates. Generally, the
     longer the average maturity of the bonds in the Fund’s investment portfolio, the more the Fund’s share price will
     fluctuate in response to interest rate changes.

•    Credit Risk   When a bond is purchased, its anticipated yield is dependent on the timely payment by the issuer of
     each installment of interest and principal.  Lower-rated and unrated bonds, while often having a higher yield than
     higher-rated bonds, involve an increased possibility that the issuer may not be able to make its payments of interest
     and principal.  During periods of deteriorating economic and market conditions, the market value of lower-rated and
     unrated bonds may decline due to concerns over credit quality. In addition, the liquidity of such securities may be
     affected, making it more difficult for the Fund to sell the security.
 
•    Call Risk   The Fund invests in corporate bonds, which are generally subject to call risk. Corporate bonds and some
     securities issued by U.S. agencies may be called (redeemed) at the option of the issuer at a specified price before
     reaching their stated maturity date. This risk increases when market interest rates are declining, because issuers may
     find it desirable to refinance by issuing new bonds at lower interest rates.  If a bond held by the Fund is called during a
     period of declining interest rates, the Fund will likely reinvest the proceeds received by it at a lower interest rate than
     that of the called bond, causing a decrease in the Fund’s income.

•    Mortgage-Backed Securities Risk   Most mortgage-backed securities are pass-through securities, which means that the
     payments received by the Fund on such securities consist of both principal and interest as the mortgages in the
     underlying mortgage pool are paid off.  The yield on such mortgage-backed securities is influenced by the prepayment
     experience of the underlying mortgage pool. In periods of declining interest rates, prepayments of the mortgages tend
     to increase.  If the higher-yielding mortgages from the pool are prepaid, the yield on the remaining pool will be
     reduced and it will be necessary for the Fund to reinvest such prepayment, presumably at a lower interest rate.

•    Smaller Company Risk   Smaller capitalization companies may not have the size, resources or other assets of larger
     capitalization companies.  The prices of such issuers can fluctuate more than the stocks of larger companies and they
     may not necessarily correspond to changes in the stock market in general.

•    Non-diversified Risk   Because the Fund is non-diversified, the Fund may have larger positions in fewer companies or
     industries than a diversified fund. A concentrated portfolio is more likely to experience significant fluctuations in
     value, exposing the Fund to a greater risk of loss in any given period than a diversified fund.

•    Failure to Meet Investment Objective   There can be no assurance that the Fund will meet its investment objective.

Your investment in the Fund is not a bank deposit and is not insured nor guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other governmental agency.
 
 
 
17

 
 
Performance
The following chart and table provides an indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year over the period indicated and by showing how the Fund’s average annual total returns for the periods indicated, both before and after taxes, compared to those of relevant market indexes.  The Standard & Poor’s 500 Index is generally representative of the market for the stocks of large-size U.S. companies.  The Barclays Capital Intermediate U.S. Government/Credit Index is an unmanaged index consisting of government securities and publicly issued corporate debt with maturities from one to ten years.  The Blended Index reflects an unmanaged portfolio of 60% of the S&P 500 and 40% of the Barclays Capital Intermediate U.S. Government/Credit Index.  All Fund performance numbers are calculated after deducting fees and expenses, and all numbers assume reinvestment of dividends.  The Fund’s past performance is not necessarily an indication of how the Fund will perform in the future both before and after taxes.  Updated performance information is available on our website at weitzfunds.com or by calling us toll-free at 800-304-9745.
 
       Calendar Year Total Returns Since Inception (October 1, 2003)
 
Balanced Fund
 
The Fund’s year-to-date return for the six months ended June 30, 2010 was 2.51%.

Best and Worst Performing Quarters (during the period shown above)

 
Quarter/Year
Total Return
Best Quarter
2nd Quarter 2009
  13.95%
Worst Quarter
4th Quarter 2008
 -15.68%

Average Annual Total Returns (for periods ended December 31, 2009)

 
 
1 Year
 
  5 Year
Since Inception
October 1, 2003
Return Before Taxes
 28.78%
   0.76%
 3.03%
Return After Taxes on Distributions
 28.24%
 -0.21%
 2.12%
Return After Taxes on Distributions and Sale of Fund Shares
 18.70%
   0.21%
 2.18%
Comparative Indexes (reflect no deduction for fees, expenses or taxes):
     
Blended Index
17.98%
   2.11%
 4.02%
Standard & Poor’s 500 Index
26.46%
   0.42%
-0.95%
Barclays Capital Intermediate U.S. Government/Credit Index
  5.24%
    4.66%
  4.21%

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes.  Actual after-tax returns depend on an investor’s tax situation and may differ from those shown.  In some instances, the return after taxes may be greater than the return before taxes because you are assumed to be able to use the capital loss on the sale of Fund shares to offset other taxable gains.  After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as a 401(k) account or individual retirement account (IRA).

 
 
18

 
 
Fund Management

Investment Adviser
Wallace R. Weitz & Company (“Weitz & Co.”) is the investment adviser for the Fund.

Portfolio Manager
Bradley P. Hinton, CFA, is primarily responsible for the day-to-day management of the Fund.  He served as co-manager of the Fund since its inception in October 2003 and became sole portfolio manager of the Fund in August 2005.

Purchase and Sale of Fund Shares
The minimum investment required to open an account in the Fund is $2,500.  The subsequent minimum investment requirement is $25.

Investors may purchase, redeem or exchange Fund shares by written request, telephone, online, or through a financial intermediary on any day the New York Stock Exchange is open for business.  You may conduct transactions by mail (Weitz Funds, ℅ BFDS, 330 W 9th Street, 1st Floor, Kansas City, MO 64105), by telephone at 800-304-9745, or online at weitzfunds.com.  Purchases and redemptions by telephone are only permitted if you previously established this option on your account.

Tax Information
The Fund’s distributions may be taxable to you as ordinary income and/or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.  Such tax-deferred arrangements may be taxed upon withdrawals made from those arrangements.

Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a financial adviser), the Fund and/or its investment adviser may pay the intermediary a fee to compensate them for the services it provides, which may include performing sub-accounting services, delivering Fund documents to shareholders and providing information about the Fund.  These payments may create a conflict of interest by influencing the financial intermediary and your salesperson to recommend the Fund over another investment.  Ask your salesperson or visit your financial intermediary’s website for more information.
 
 
 
 
19

 
 
Short-Intermediate Income Fund

Investment Objective
The investment objective of the Fund is high current income consistent with the preservation of capital.

Fees and Expenses of the Fund
The tables below describe the fees and expenses that you may pay if you buy and hold shares of the Fund.  

Shareholder Fees (fees paid directly from your investment)

Maximum sales charge (load) on purchase
None
Maximum deferred sales charge (load)
None
Redemption fee
None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Management fees
0.40%
Distribution (12b-1) fees
None
Other expenses
0.29
Acquired fund fees and expenses(1)
0.02
Total annual fund operating expenses(2)
0.71%
 
(1) The Fund has invested a portion of its temporary cash reserves in one or more money market funds (“acquired funds”).  The Fund indirectly incurs fees and expenses as a result of its investment in shares of acquired funds.   The total annual fund operating expense ratio for the Fund does not correlate to the ratio of expenses to average net assets shown in the Financial Highlights contained in the Prospectus, which reflects the operating expenses of the Fund, and does not include acquired fund fees and expenses.
(2) The expense information in the table has been restated to reflect the Fund’s fees for the current fiscal year.

Example This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.  The example assumes that you invest $10,000 in the Fund for the periods indicated and then redeem in full at the end of each of the periods indicated.  The example also assumes that your investment has a 5% return each year and the Fund’s operating expenses remain the same each year.

Although your actual costs may be higher or lower, based on these assumptions your costs would be:

1 year
3 years
5 years
10 years
$73
$227
$395
$883

Portfolio Turnover
The Fund pays transactions costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).  A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual Fund operating expenses or in the example, affect the Fund’s performance.  During the most recent fiscal year, the Fund’s portfolio turnover rate was 27% of the average value of the portfolio.

Principal Investment Strategies
Under normal market conditions, the Fund will invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in fixed income securities such as U.S. Government and agency securities, corporate debt securities and mortgage-backed securities. We select fixed income securities whose yield is sufficiently attractive in view of the risks of ownership. In deciding whether the Fund should invest in particular fixed income securities, we consider a number of factors such as the price, coupon and yield-to-maturity, as well as the credit quality of the issuer.  We review the terms of the fixed income security, including subordination, default, sinking fund, and early redemption provisions.  The Fund may invest in fixed income securities of all maturities, but expects to maintain a dollar-weighted average maturity of between one to ten years. The Fund may invest up to 15% of its total assets in securities which are non-investment grade or unrated if we determine such securities are of comparable quality to the rated securities in which the Fund may invest.  The dollar-weighted average maturity of the Fund as of June 30, 2010 was 3.6 years.

If we determine that prevailing abnormal market or economic conditions warrant, a greater portion of the Fund’s portfolio may be retained in cash and cash equivalents such as U.S. Government securities or other high quality fixed income securities.  In the event that the Fund takes such a temporary defensive position, it may not be able to achieve its investment objective during this temporary period.
 
 
 
20

 

Principal Investment Risks
You should be aware that an investment in the Fund involves certain risks, including, among others, the following:

•    Market Risk   As with any other mutual fund, the share price of the Fund will fluctuate daily depending on general
     market conditions and other factors. You may lose money if you invest in the Fund.
 
•    Interest Rate Risk   The market value of a bond is significantly affected by changes in interest rates. Generally, the
     longer the average maturity of the bonds in the Fund’s investment portfolio, the more the Fund’s share price will
     fluctuate in response to interest rate changes.
 
•    Credit Risk   When a bond is purchased, its anticipated yield is dependent on the timely payment by the issuer of each
     installment of interest and principal.  Lower-rated and unrated bonds, while often having a higher yield than
     higher-rated bonds, involve an increased possibility that the issuer may not be able to make its payments of interest
     and principal.  During periods of deteriorating economic and market conditions, the market value of lower-rated and
     unrated bonds may decline due to concerns over credit quality. In addition, the liquidity of such securities may be
     affected, making it more difficult for the Fund to sell the security.
 
•    Call Risk   The Fund invests in corporate bonds, which are generally subject to call risk. Corporate bonds and some
     securities issued by U.S. agencies may be called (redeemed) at the option of the issuer at a specified price before
     reaching their stated maturity date. This risk increases when market interest rates are declining, because issuers may
     find it desirable to refinance by issuing new bonds at lower interest rates.  If a bond held by the Fund is called during a
     period of declining interest rates, the Fund will likely reinvest the proceeds received by it at a lower interest rate than
     that of the called bond, causing a decrease in the Fund’s income.
 
•    Mortgage-Backed Securities Risk   Most mortgage-backed securities are pass-through securities, which means that the
     payments received by the Fund on such securities consist of both principal and interest as the mortgages in the
     underlying mortgage pool are paid off.  The yield on such mortgage-backed securities is influenced by the prepayment
     experience of the underlying mortgage pool.  In periods of declining interest rates, prepayments of the mortgages tend
     to increase.  If the higher-yielding mortgages from the pool are prepaid, the yield on the remaining pool will be
     reduced and it will be necessary for the Fund to reinvest such prepayment, presumably at a lower interest rate.
 
•    Government-Sponsored Enterprises Risk   The Fund may invest in certain government-sponsored enterprises whose
     obligations are not direct obligations of the U.S. Treasury.  Such entities may include, without limitation, the Federal
     Home Loan Banks (“FHLB”), Federal Farm Credit Banks (“FFCB”), Federal National Mortgage Association (“Fannie
     Mae”) and Federal Home Loan Mortgage Corporation (“Freddie Mac”).  Entities such as FHLB and FFCB, although
     chartered or sponsored by Congress, are not funded by Congressional appropriations and the debt and mortgage-
     backed securities issued by such agencies are neither guaranteed nor insured by the U.S. Government.  Fannie Mae
     and Freddie Mac historically were neither guaranteed nor insured by the U.S. Government.  However, on September 7,
     2008, the Federal Housing Finance Agency (“FHFA”) placed Fannie Mae and Freddie Mac into conservatorship,
     which, in effect, has caused Fannie Mae and Freddie Mac to become guaranteed obligations of the U.S.
     Government.  Although the U.S. Government is providing support to Fannie Mae and Freddie Mac, no assurance can
     be given that they will continue to do so.

•    Failure to Meet Investment Objective   There can be no assurance that the Fund will meet its investment objective.

Your investment in the Fund is not a bank deposit and is not insured nor guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other governmental agency.

 
 
21

 
 
Performance
The following chart and table provides an indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year over the period indicated and by showing how the Fund’s average annual total returns for the periods indicated, both before and after taxes, compared to those of a broad-based securities market index, the Barclays Capital Intermediate U.S. Government/Credit Index, which is an unmanaged index consisting of government securities and publicly issued corporate debt with maturities from one to ten years.  All Fund performance numbers are calculated after deducting fees and expenses, and all numbers assume reinvestment of dividends.  The Fund’s past performance is not necessarily an indication of how the Fund will perform in the future both before and after taxes.  Updated performance information is available on our website at weitzfunds.com or by calling us toll-free at 800-304-9745.
 
               Calendar Year Total Returns
 
Short-Intermediate Fund
 
The Fund’s year-to-date return for the six months ended June 30, 2010 was 3.23%.
 
Best and Worst Performing Quarters (during the period shown above)

 
Quarter/Year
Total Return
Best Quarter
2nd Quarter 2009
  4.12%
Worst Quarter
3rd Quarter 2008
 -1.14%

Average Annual Total Returns (for periods ended December 31, 2009)

 
1 Year
5 Year
10 Year
Return Before Taxes
10.85%
 4.93%
 5.57%
Return After Taxes on Distributions
  9.55%
 3.54%
 4.03%
Return After Taxes on Distributions and Sale of Fund Shares
  7.02%
 3.40%
 3.85%
Barclays Capital Intermediate U.S. Government/Credit Index (reflect no deduction for fees, expenses or taxes)
   5.24%
 4.66%
 5.93%
 
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes.  Actual after-tax returns depend on an investor’s tax situation and may differ from those shown.  In some instances, the return after taxes may be greater than the return before taxes because you are assumed to be able to use the capital loss on the sale of Fund shares to offset other taxable gains.  After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as a 401(k) account or individual retirement account (IRA).

Fund Management

Investment Adviser
Wallace R. Weitz & Company (“Weitz & Co.”) is the investment adviser for the Fund.

Portfolio Manager
Thomas D. Carney, CFA, is primarily responsible for the day-to-day management of the Fund.  Mr. Carney served as co-manager of the Fund from January 1996 to September 2000 and became sole portfolio manager of the Fund in September 2000.
 
 
22

 

Purchase and Sale of Fund Shares
The minimum investment required to open an account in the Fund is $2,500.  The subsequent minimum investment requirement is $25.

Investors may purchase, redeem or exchange Fund shares by written request, telephone, online, or through a financial intermediary on any day the New York Stock Exchange is open for business.  You may conduct transactions by mail (Weitz Funds, ℅ BFDS, 330 W 9th Street, 1st Floor, Kansas City, MO 64105), by telephone at 800-304-9745, or online at weitzfunds.com.  Purchases and redemptions by telephone are only permitted if you previously established this option on your account.

Tax Information
The Fund’s distributions may be taxable to you as ordinary income and/or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.  Such tax-deferred arrangements may be taxed upon withdrawals made from those arrangements.

Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a financial adviser), the Fund and/or its investment adviser may pay the intermediary a fee to compensate them for the services it provides, which may include performing sub-accounting services, delivering Fund documents to shareholders and providing information about the Fund.  These payments may create a conflict of interest by influencing the financial intermediary and your salesperson to recommend the Fund over another investment.  Ask your salesperson or visit your financial intermediary’s website for more information.
 
 
 
 
23

 
 
Nebraska Tax-Free Income Fund Summary

Investment Objective
The investment objective of the Fund is to provide a high level of current income that is exempt from both federal and Nebraska personal income taxes.  A secondary objective is the preservation of capital.

Fees and Expenses of the Fund
The tables below describe the fees and expenses that you may pay if you buy and hold shares of the Fund.  

Shareholder Fees (fees paid directly from your investment)

Maximum sales charge (load) on purchase
None
Maximum deferred sales charge (load)
None
Redemption fee
None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Management fees
0.40%
Distribution (12b-1) fees
None
Other expenses
0.36
Acquired Fund fees and expenses(1)
0.02
Total annual fund operating expenses
0.78%
 
(1) The Fund has invested a portion of its temporary cash reserves in one or more money market funds (“acquired funds”).  The Fund indirectly incurs fees and expenses as a result of its investment in shares of acquired funds.   The total annual fund operating expense ratio for the Fund does not correlate to the ratio of expenses to average net assets shown in the Financial Highlights contained in the Prospectus, which reflects the operating expenses of the Fund, and does not include acquired fund fees and expenses.
 
Example This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.  The example assumes that you invest $10,000 in the Fund for the periods indicated and then redeem in full at the end of each of the periods indicated.  The example also assumes that your investment has a 5% return each year and the Fund’s operating expenses remain the same each year.

Although your actual costs may be higher or lower, based on these assumptions your costs would be:

1 year
3 years
5 years
10 years
$80
$249
$433
$966

Portfolio Turnover
The Fund pays transactions costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).  A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.  During the most recent fiscal year, the Fund’s portfolio turnover rate was 13% of the average value of the portfolio.

Principal Investment Strategies
The Fund seeks to achieve its objectives by investing, under normal circumstances, at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in municipal securities that generate income exempt from Nebraska state income tax and from federal income tax or in open or closed-end mutual funds which in turn invest in such assets.  The Fund may also invest up to 20% of its net assets in securities that pay interest that may be subject to the federal alternative minimum tax and, although not anticipated, in securities that pay taxable interest.  The Fund will invest primarily in investment-grade securities rated BBB or better by Standard and Poor’s Corporation or Fitch Ratings or Baa or better by Moody’s Investors Service (or unrated but determined by us to be of equivalent quality).  The Fund may also invest up to 20% of its total assets in lower quality, non-investment grade securities.
 
Although the Fund has no limitations on the maturities of individual securities, the average dollar-weighted maturity of the Fund is generally expected to be less than ten years. We select fixed income securities whose yield is sufficiently attractive in view of the risks of ownership.  In deciding whether the Fund should invest in particular fixed income securities, we consider a number of factors such as price, coupon and yield-to-maturity, as well as the credit quality of the issuer.  In addition, we review the terms of the fixed income security, including subordination, default, sinking fund, and early redemption provisions.
 
If we determine that prevailing abnormal market or economic conditions warrant, a greater portion of the Fund’s portfolio may be retained in cash and cash equivalents such as U.S. Government securities or other high quality fixed income securities.  In the
 
 
 
24

 
 
event that the Fund takes such a temporary defensive position, it may not be able to achieve its investment objective during this temporary period.

Principal Investment Risks
You should be aware that an investment in the Fund involves certain risks, including, among others, the following:

•    Market Risk   As with any other mutual fund, the share price of the Fund will fluctuate daily depending on general
     market conditions and other factors. You may lose money if you invest in the Fund.

•    Interest Rate Risk   The market value of a bond is significantly affected by changes in interest rates. Generally, the
     longer the average maturity of the bonds in the Fund’s investment portfolio, the more the Fund’s share price will
     fluctuate in response to interest rate changes.

•    Credit Risk   When a bond is purchased, its anticipated yield is dependent on the timely payment by the issuer of each
     installment of interest and principal.  Lower-rated and unrated bonds, while often having a higher yield than higher-
     rated bonds, involve an increased possibility that the issuer may not be able to make its payments of interest and
     principal.  During periods of deteriorating economic and market conditions, the market value of lower-rated and
     unrated bonds may decline due to concerns over credit quality. In addition, the liquidity of such securities may be
     affected, making it more difficult for the Fund to sell the security.  Some of the Fund’s portfolio securities may be
     supported by credit enhancements.  These securities have the credit risk of the entity providing the credit support.  To
     the extent that the Fund holds insured securities, the Fund may also be adversely impacted by a decline in the credit
     rating of a bond insurer or the inability of an insurer to meets its insurance obligations.

•    Call Risk   During periods of falling interest rates, the issuers of callable bonds may call (redeem) securities with higher
     interest rates before their maturity dates. The Fund would then lose potential price appreciation and would be forced to
     reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Fund’s income. Call risk is
     generally higher for long-term bonds funds.

•    Nebraska State-Specific Risk   Because the Fund invests primarily in Nebraska municipal securities, the Fund is more
     vulnerable to unfavorable economic, political or regulatory developments in Nebraska than are funds that invest in
     municipal securities of many states. The concentration of the Fund in securities issued by governmental units of only
     one state exposes the Fund to risks greater than those of a more diversified portfolio holding securities issued by
     governmental units of different states in different regions of the country.  These events may include economic or
     political policy changes, tax base erosion, state limits on tax increases, budget deficits and other financial difficulties,
     as well as changes in the credit ratings assigned to the state’s municipal issuers.  Neither the State of Nebraska nor its
     agencies may issue general obligation bonds secured by the full faith and credit of the State.  In addition, the economy
     of the State is heavily agricultural and changes in the agricultural sector may adversely affect taxes and other
     municipal revenues.
 
 •   No Guarantee That Income Will Remain Tax Exempt   There is no guarantee that all of the Fund’s income will
     remain exempt from federal or state income taxes.  Income from municipal bonds held by the Fund could be declared
     taxable because of unfavorable changes in tax laws, adverse interpretations by the Internal Revenue Service or state
     tax authorities, or noncompliant conduct of a bond issuer.

•    Failure to Meet Investment Objective   There can be no assurance that the Fund will meet its investment objective.

Your investment in the Fund is not a bank deposit and is not insured nor guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other governmental agency.
 
 
25

 

Performance
The following chart and table provides an indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year over the period indicated and by showing how the Fund’s average annual total returns for the periods indicated, both before and after taxes, compared to those of a broad-based securities market index, the Barclays Capital 5-Year Municipal Bond Index, which is an unmanaged index of long-term, fixed-rate, investment-grade, tax-exempt bonds representative of the municipal bond market.   All Fund performance numbers are calculated after deducting fees and expenses, and all numbers assume reinvestment of dividends.  The Fund’s past performance is not necessarily an indication of how the Fund will perform in the future both before and after taxes.  Updated performance information is available on our website at weitzfunds.com or by calling us toll-free at 800-304-9745.

As of December 29, 2006, the Fund succeeded to substantially all of the assets of Weitz Income Partners Limited Partnership (“Income Partners”).  Performance of the Fund is measured from October 1, 1985, the inception of Income Partners. The Fund’s investment objectives, policies and restrictions are materially equivalent to those of Income Partners and Income Partners was managed at all times with full investment authority by Wallace R. Weitz & Company.  During this period, Income Partners was not subject to certain investment restrictions, diversification requirements and other restrictions of the Investment Company Act of 1940 or the Internal Revenue Code, which if applicable, might have adversely affected the performance of  Income Partners.
 
                 Calendar Year Total Returns
 
Nebraska Fund
 
The Fund’s year-to-date return for the six months ended June 30, 2010 was 2.18%.
 
Best and Worst Performing Quarters (during the period shown above)

 
Quarter/Year
Total Return
Best Quarter
4th Quarter 2000
 4.76%
Worst Quarter
2nd Quarter 2004
-1.88%

Average Annual Total Returns (for periods ended December 31, 2009)

 
1 Year
5 Year
10 Year
Return Before Taxes
 7.24%
  3.47%
  4.65%
Return After Taxes on Distributions
 7.24%
N/A
N/A
Return After Taxes on Distributions and Sale of Fund Shares
 5.83%
N/A
N/A
Barclays Capital 5-Year Municipal Bond Index (reflect no deduction for fees, expenses or taxes)
 7.40%
   4.50%
   5.24%
 
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes.  Actual after-tax returns depend on an investor’s tax situation and may differ from those shown.  In some instances, the return after taxes may be greater than the return before taxes because you are assumed to be able to use the capital loss on the sale of Fund shares to offset other taxable gains.  After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as a 401(k) account or individual retirement account (IRA).  After-tax returns for the 5- and 10-year periods are not provided because Income Partners’ tax treatment was different than that of a registered investment company.
 
 
 
26

 

Fund Management

Investment Advisor
Wallace R. Weitz & Company (“Weitz & Co.”) is the investment adviser for the Fund.

Portfolio Manager
Thomas D. Carney, CFA, is primarily responsible for the day-to-day management of the Fund.  Mr. Carney has been the portfolio manager of the Fund since its inception.

Purchase and Sale of Fund Shares
The minimum investment required to open an account in the Fund is $2,500.  The subsequent minimum investment requirement is $25.

Investors may purchase, redeem or exchange Fund shares by written request, telephone, online, or through a financial intermediary on any day the New York Stock Exchange is open for business.  You may conduct transactions by mail (Weitz Funds, ℅ BFDS, 330 W 9th Street, 1st Floor, Kansas City, MO 64105), by telephone at 800-304-9745, or online at weitzfunds.com.  Purchases and redemptions by telephone are only permitted if you previously established this option on your account.

Tax Information
The Fund’s distributions of interest on municipal bonds generally are not subject to Federal income tax; however, the Fund may distribute taxable dividends, including distributions of short-term capital gains and long-term capital gains.  In addition, interest on certain bonds may be subject to the Federal alternative minimum tax.  To the extent that the Fund’s distributions are derived from interest on bonds that are not exempt from applicable state and local taxes, such distributions will be subject to state and local taxes.

Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a financial adviser), the Fund and/or its investment adviser may pay the intermediary a fee to compensate them for the services it provides, which may include performing sub-accounting services, delivering Fund documents to shareholders and providing information about the Fund.  These payments may create a conflict of interest by influencing the financial intermediary and your salesperson to recommend the Fund over another investment.  Ask your salesperson or visit your financial intermediary’s website for more information.
 
 
 
27

 
 
Government Money Market Fund Summary

Investment Objective
The investment objective of the Fund is current income consistent with the preservation of capital and maintenance of liquidity.

Fees and Expenses of the Fund
The tables below describe the fees and expenses that you may pay if you buy and hold shares of the Fund.  

Shareholder Fees (fees paid directly from your investment)

Maximum sales charge (load) on purchase
None
Maximum deferred sales charge (load)
None
Redemption fee
None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Management fees(1)
  0.40%
Distribution (12b-1) fees
  None
Other expenses(1)
  0.36
Acquired fund fees and expenses(2)
  0.01
Total annual fund operating expenses(1)
  0.77
Fee waiver and/or expense reimbursement(1)
 (0.56)
Total annual fund operating expenses after fee waiver and/or expense reimbursement(1)
 0.21%
 
(1) The investment advisor has agreed in writing to limit the total annual fund operating expenses (excluding taxes, interest and acquired fund fees and expenses) to 0.20% of the Fund’s average daily net assets through July 31, 2011.  This agreement may only be terminated by the Board of Trustees of the Fund.

(2) The Fund has invested a portion of its temporary cash reserves in one or more money market funds (“acquired funds”).  The Fund indirectly incurs fees and expenses as a result of its investment in shares of acquired funds.   The total annual fund operating expense ratio for the Fund does not correlate to the ratio of expenses to average net assets shown in the Financial Highlights contained in the Prospectus, which reflects the operating expenses of the Fund, and does not include acquired fund fees and expenses.

Example This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.  The example assumes that you invest $10,000 in the Fund for the periods indicated and then redeem in full at the end of each of the periods indicated.  The example also assumes that your investment has a 5% return each year and the Fund’s operating expenses remain the same each year.

Although your actual costs may be higher or lower, based on these assumptions your costs would be:

1 year
3 years
5 years
10 years
$22
$190
$373
$902

Principal Investment Strategies
The Fund invests substantially all of its assets in debt obligations issued or guaranteed by the U. S. Government, its agencies and instrumentalities and repurchase agreements on such securities with remaining maturities not exceeding thirteen months.  The Fund limits its average portfolio maturity to sixty days or less.

Principal Investment Risks
You should be aware that an investment in the Fund involves certain risks, including, among others, the following:

•    No Assurance of Stable Net Asset Value   Although the Fund attempts to maintain a stable net asset value of $1.00 per
     share, there can be no guarantee that the Fund will be able to do so.  You may lose money if you invest in the Fund.
 
•    Government-Sponsored Enterprises Risk   The Fund may invest in certain government-sponsored enterprises whose
     obligations are not direct obligations of the U.S. Treasury.  Such entities may include, without limitation, the Federal
     Home Loan Banks (“FHLB”), Federal Farm Credit Banks (“FFCB”), Federal National Mortgage Association (“Fannie
     Mae”) and Federal Home Loan Mortgage Corporation (“Freddie Mac”).  Entities such as FHLB and FFCB, although
     chartered or sponsored by Congress, are not funded by Congressional appropriations and the debt and mortgage-
     backed securities issued by such agencies are neither guaranteed nor insured by the U.S. Government.  Fannie Mae
     and Freddie Mac historically were neither guaranteed nor insured by the U.S. Government.  However, on September 7,
     

 
28

 

 
     2008, the Federal Housing Finance Agency (“FHFA”) placed Fannie Mae and Freddie Mac into conservatorship,
     which, in effect, has caused Fannie Mae and Freddie Mac to become guaranteed obligations of the U.S.
     Government.  Although the U.S. Government is providing support to Fannie Mae and Freddie Mac, no assurance can
     be given that they will continue to do so.

•    Investments in Other Investment Companies   The Fund may invest in the shares of other investment companies,
     including non-affiliated money market funds.  Investing in the shares of other investment companies involves the risk
     that such other investment companies will not achieve their objectives or will achieve a yield or return that is lower
     than that of the Fund.  To the extent that the Fund is invested in the shares of other investment companies, the Fund
     will incur additional expenses due to the duplication of fees and expenses as a result of investing in investment
     company shares.

•    Failure to Meet Investment Objective   There can be no assurance that the Fund will meet its investment objective.

Your investment in the Fund is not a bank deposit and is not insured nor guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other governmental agency.

Performance
The following chart and table provides an indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year over the period indicated.  All Fund performance numbers are calculated after deducting fees and expenses, and all numbers assume reinvestment of dividends.  The Fund’s past performance is not necessarily an indication of how the Fund will perform in the future both before and after taxes.  Updated performance information is available on our website at weitzfunds.com or by calling us toll-free at 800-304-9745.
 
                  Calendar Year Total Returns
 
Government Money Market
 
The Fund’s year-to-date return for the six months ended June 30, 2010 was 0.03%.
 
Best and Worst Performing Quarters (during the period shown above)

 
Quarter/Year
Total Return
Best Quarter
4th Quarter 2000
1.50%
Worst Quarter
4th Quarter 2009
 0.04%

Average Annual Total Returns (for periods ended December 31, 2009)

 
1 Year
5 Year
10 Year
Government Money Market Fund
0.30%
2.81%
2.57%



 
29

 

Fund Management

Investment Adviser
Wallace R. Weitz & Company (“Weitz & Co.”) is the investment adviser for the Fund.

Purchase and Sale of Fund Shares
The minimum investment required to open an account in the Fund is $2,500.  The subsequent minimum investment requirement is $25.

Investors may purchase, redeem or exchange Fund shares by written request, telephone, online, or through a financial intermediary on any day the New York Stock Exchange is open for business.  You may conduct transactions by mail (Weitz Funds, ℅ BFDS, 330 W 9th Street, 1st Floor, Kansas City, MO 64105), by telephone at 800-304-9745, or online at weitzfunds.com.  Purchases and redemptions by telephone are only permitted if you previously established this option on your account.

Tax Information
The Fund’s distributions may be taxable to you as ordinary income and/or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.  Such tax-deferred arrangements may be taxed upon withdrawals made from those arrangements.

Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a financial adviser), the Fund and/or its investment adviser may pay the intermediary a fee to compensate them for the services it provides, which may include performing sub-accounting services, delivering Fund documents to shareholders and providing information about the Fund.  These payments may create a conflict of interest by influencing the financial intermediary and your salesperson to recommend the Fund over another investment.  Ask your salesperson or visit your financial intermediary’s website for more information.

 
 
30

 

Additional Information About Investment Strategies and Related Risks

Each Fund seeks to achieve its investment objective through its principal investment strategies.  Summaries of each Fund’s principal investment strategies and principal risks are provided at the beginning of this Prospectus.  This section of the Prospectus provides additional information about the investment strategies used by the Funds and the risks associated with the Funds. None of the Funds engage in active and frequent trading of portfolio securities to achieve its principal investment strategies. The Statement of Additional Information (“SAI”) contains more detailed information about the Funds’ investment policies and risks.

Investment Objectives

The Weitz Equity Funds include the Value Fund, Partners Value Fund, Partners III Opportunity Fund (“Partners III Fund”) and Hickory Fund.  The investment objective of each of the Weitz Equity Funds is capital appreciation.
 
The investment objectives of the Balanced Fund are regular current income, capital preservation and long-term capital appreciation.  
 
The investment objective of the Short-Intermediate Income Fund (“Short-Intermediate Fund”) is high current income consistent with the preservation of capital.
 
The investment objective of the Nebraska Tax-Free Income Fund (“Nebraska Fund”) is to provide a high level of current income that is exempt from both federal and Nebraska personal income taxes. A secondary objective is the preservation of capital.  
 
The investment objective of the Government Money Market Fund is current income consistent with the preservation of capital and maintenance of liquidity.  
 
The investment objective of each Fund can be changed without a shareholder vote, except for that of the Nebraska Fund for which a change requires shareholder approval.

Additional Information About Investment Strategies

All Weitz Equity Funds

    Value Fund
    Partners Value Fund
    Partners III Opportunity Fund
    Hickory Fund

Each of the Weitz Equity Funds seek to achieve its objective by investing primarily in common stocks and a variety of securities convertible into common stocks such as rights, warrants, convertible preferred stock and convertible bonds. Each Weitz Equity Fund may also invest in put and call options.  Each Weitz Equity Fund may invest in the securities of other investment companies, which may include exchange-traded funds. Each Weitz Equity Fund may invest in the equity securities of issuers of all sizes, including smaller capitalization companies (we consider companies with a market capitalization of less than $2.5 billion at the time of purchase to be smaller capitalization companies).  Each Weitz Equity Fund may also invest in other securities of a company not convertible into common stock, such as bonds and preferred stock, which we determine may offer the opportunity for capital appreciation. Such convertible or non-convertible securities may be investment grade, non-investment grade or unrated. The portfolios of each of the Weitz Equity Funds are generally more concentrated than many mutual funds. It is not uncommon for us to invest 40-55% of a Fund’s portfolio in the top ten positions (but this is not a requirement).

Tax considerations are secondary to the primary goal of capital appreciation, but all things being equal, we manage the portfolios to maximize after-tax returns for tax-paying shareholders. For example, we prefer long-term capital gains to short-term gains and we optimize the recognition of capital losses when possible.

We do not try to “time” the market.  However, if there is cash available for investment and there are not securities which meet the Funds’ investment criteria or if we determine that market conditions warrant, the Funds may invest without limitation in cash and cash equivalents such as money market fund shares and repurchase agreements on U.S. Government securities or other high quality fixed income securities for temporary defensive purposes. In the event that a Fund takes such a temporary defensive position, it may not achieve its investment objective during this temporary period.

In making investment decisions, we distinguish between security price volatility and the risk of permanent loss of capital. Some of the securities the Funds own may be volatile. Since the Weitz Equity Funds focus on long-term total return (income plus capital gains), we are not as concerned with short-term volatility.

We are concerned with the risk of permanent loss of capital. We believe that by focusing on the value of the underlying business and being disciplined about buying securities only when they appear to be selling below the company’s business value, the Weitz Equity Funds may enjoy what Benjamin Graham (sometimes known as the father of “value” investing) called a
 
 
 
31

 
 
“margin of safety.” The margin of safety reduces, but does not eliminate, risk.  However, we will make mistakes in measuring value, business values may deteriorate after we buy, and securities may sell below their business values indefinitely, so the Weitz Equity Funds cannot avoid incurring losses. Also, since our investment approach leads us to invest in securities which are not currently popular, the Weitz Equity Funds are subject to extended periods during which their securities will likely under-perform others or display volatile price movements.  Therefore, investors should purchase shares of the Weitz Equity Funds only if they intend to be patient, long-term investors.

Partners III Fund

In addition to employing the aforementioned strategies of the Weitz Equity Funds, the Partners III Fund may engage in short selling of securities (including short sales of exchange-traded funds), invest in commodities contracts and futures transactions such as stock index futures, borrow money and purchase securities on margin.

Balanced Fund

The Balanced Fund seeks to achieve its objective by investing in primarily in a portfolio of U.S. equity and fixed income securities.  Under normal market conditions, a substantial portion of the Balanced Fund’s total assets, normally 50% to 70%, will be invested in common stocks and a variety of securities convertible into common stocks such as rights, warrants and convertible preferred securities.  The Balanced Fund may also invest in put and call options and may invest in the securities of other investment companies which may include exchange-traded funds.  The Balanced Fund may invest in the equity securities of issuers of all sizes, including smaller and medium sized companies (we consider medium sized stocks to be those having a market capitalization of less than $10 billion at the time of initial purchase).

The Fund generally will invest at least 25% of its total assets in investment-grade fixed income securities such as U.S. government and agency securities, corporate debt securities, mortgage-backed securities, preferred stock and taxable municipal bonds.  The Fund may invest in fixed income securities of all maturities.  The Fund may also invest up to 20% of its total assets in fixed income securities which are non-investment grade or unrated.

We do not try to “time” the market.  However, if there is cash available for investments and there are not securities which meet the Balanced Fund’s investment criteria, or if we determine that market conditions warrant, the Balanced Fund may invest, without limitation, in cash and cash equivalents, such as money market fund shares and repurchase agreements on U.S. Government securities or other high-quality fixed income securities for temporary defensive purposes.  In the event that the Balanced Fund takes such a temporary defensive position, it may not achieve its investment objective during this temporary period.

In making investment decisions, we distinguish between security price volatility and the risk of permanent loss of capital.  Some of the securities the Balanced Fund owns may be volatile.  Since the Balanced Fund focuses on long-term total return (income plus capital gains), we are not as concerned with short-term volatility.

We are concerned with the risk of permanent loss of capital.  We believe that by focusing on the value of the underlying business and being disciplined about buying securities only when they appear to be selling below the company’s business value, the Balanced Fund may enjoy what Benjamin Graham (sometimes known as the father of “value” investing) called a “margin of safety.”  The margin of safety reduces, but does not eliminate risk.  However, we will make mistakes in measuring value, business values may deteriorate after we buy, and securities may sell below their business values indefinitely, so the Balanced Fund cannot avoid incurring losses.  Also, since our investment approach leads us to invest in securities which are not currently popular, the Balanced Fund is subject to extended periods during which its securities will likely under-perform others or display volatile price movements.  Therefore, investors should purchase shares of the Balanced Fund only if they intend to be patient, long-term investors.

Investors in the Balanced Fund should also be aware that the Fund’s balance between stock and fixed income securities could limit the Balanced Fund’s potential for capital appreciation relative to a fund that invests primarily in stocks.

Short-Intermediate Income Fund

Under normal market conditions, the Short-Intermediate Fund will invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in fixed income securities such as U.S. Government and agency securities, corporate debt securities, mortgage-backed securities, preferred stock and taxable municipal bonds.  We select fixed income securities whose yield is sufficiently attractive in view of the risks of ownership. In deciding whether the Short-Intermediate Fund should invest in particular fixed income securities, we consider a number of factors such as the price, coupon and yield-to-maturity, as well as the credit quality of the issuer.  We review the terms of the fixed income security, including subordination, default, sinking fund, and early redemption provisions.  The Short-Intermediate Fund may invest in fixed income securities of all maturities, but expects to maintain a dollar-weighted average maturity of between one to ten years. The Short-Intermediate Fund may invest up to 15% of its total assets in securities which are non-investment grade or unrated if we determine such securities are of comparable quality to the rated securities in which the Fund may invest.
 
 
 
32

 
 
If we determine that prevailing abnormal market or economic conditions warrant, a greater portion of the Short-Intermediate Fund’s portfolio may be retained in cash and cash equivalents such as U.S. Government securities or other high quality fixed income securities.  In the event that the Short-Intermediate Fund takes such a temporary position, it may not achieve its investment objective during this temporary period.
 
Nebraska Fund

The Nebraska Fund invests in municipal bonds which are debt obligations (including, without limitation, bonds, notes, commercial paper and lease obligations) generally issued to obtain funds for various public purposes, including the construction of public facilities, the refinancing of outstanding obligations, and the financing of certain general operating expenses. Municipal bonds may include general obligation bonds, which are backed by the full faith and credit of the issuer and may be repaid from any revenue source and revenue bonds, which may be repaid only from the revenue of a specific facility or project. Under normal circumstances, the Nebraska Fund will invest at least 80% of its net assets in municipal bonds that generate income that is exempt from federal income tax and Nebraska state income tax.  The Nebraska Fund may also invest up to 20% of its net assets in securities that pay interest that may be subject to the federal alternative minimum tax and, although not anticipated, in securities that pay taxable interest.

If we determine that prevailing abnormal market or economic conditions warrant, a greater portion of the Nebraska Fund’s portfolio may be retained in cash and cash equivalents such as U.S. Government securities or other high quality fixed income securities.  In the event that the Nebraska Fund takes such a temporary position, it may not achieve its investment objective during this temporary period.
 
Government Money Market Fund

The Government Money Market Fund invests substantially all of its assets in debt obligations issued or guaranteed by the U.S. Government, its agencies and instrumentalities and repurchase agreements on such securities with remaining maturities not exceeding thirteen months.  The Fund limits its average portfolio maturity to sixty days or less.

Risks of Investing in the Funds

You should be aware that an investment in the Funds involves certain risks.  There is no guarantee that a Fund will meet its investment objective or that a Fund will perform as it has in the past.  You may lose money if you invest in the Funds. The following table identifies the primary risk factors of each Fund in light of their respective principal investment strategies.  These risk factors are explained following the table below.  Risks not marked for a particular Fund may, however, still apply to some extent to that Fund at various times.  For more information about the risks associated with the Funds, please see the SAI, which is incorporated by reference into this Prospectus.

 
 
 
 
Risk
Value
Partners Value
Partners III Opportunity
Hickory
Balanced
Short-Intermediate Income
Nebraska Tax-Free Income
Government Money Market
                 
Market Risk
x
x
x
x
x
x
x
x
Investment in Undervalued Securities
x
x
x
x
x
x
   
Non-Diversified Risk
x
x
x
x
x
 
x
 
Issuer Risk
x
x
x
x
x
x
x
x
Small Company Risk
x
x
x
x
x
x
   
Interest Rate Risk
       
x
x
x
x
Credit Risk
       
x
x
x
x
Call Risk
       
x
x
x
x

 
 
33

 
 
 
 
 
 
Risk
Value
Partners Value
Partners III Opportunity
Hickory
Balanced
Short-Intermediate Income
Nebraska Tax-Free Income
Government Money Market
Investments in Other Investment Companies
x
x
x
x
x
x
x
x
Investments in Exchange Traded  Funds
x
x
x
x
x
x
x
x
Restricted or Illiquid Securities Risk
x
x
x
x
x
x
x
x
Investments in Put and Call Options 
x
x
x
x
x
x
x
 
Government-Sponsored Enterprises Risk 
x
x
x
x
x
x
 
x
Mortgage-Backed Securities Risk
       
x
x
   
Non-U.S. Securities Risk
x
x
x
x
x
x
   
Preferred Securities Risk
x
x
x
x
x
x
   
Information Risk
x
x
x
x
x
x
x
x
Short Sales Risk
   
x
         
Leverage Risk   
   
x
         
Futures Contracts Risk
   
x
         
Interest Rate Futures, Bond Index Futures and Related Options Thereon
       
x
x
   
Nebraska State-Specific Risk   
           
x
 
Credit Support Risk 
           
x
 
When-Issued and Delayed Delivery Transactions 
           
x
 
Municipal Lease Obligations Risk
           
x
 
No Guarantee That Income Will Remain Tax Exempt 
           
x
 


•  
Market Risk   As with any other mutual fund, the share price of the Funds will fluctuate daily depending on general market conditions.  The market price of securities owned by a Fund may go up or down, sometimes rapidly or unpredictably.  The value of a security may decline due to general market conditions which are not specifically related to a particular industry, company or government, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally.  They may also decline due to factors which affect a particular industry such as labor shortages, unfavorable credit conditions, increased production costs or a diminished competitive position.  During a general downturn in the securities markets, multiple asset classes may decline in value simultaneously.  Equity securities generally have greater price volatility than fixed income securities.

•  
Investment in Undervalued Securities   Undervalued securities are, by definition, out of favor with investors, and there is no way to predict when, if ever, the securities may return to favor.

•  
Non-diversified Risk   Each of the Funds is non-diversified, except for Short-Intermediate Income Fund and Government Money Market Fund.  Non-diversified funds may have larger positions in fewer companies, industries or municipalities than a diversified fund.  A concentrated portfolio is more likely to experience significant fluctuations in value, exposing a Fund to a greater risk of loss in any given period than a diversified fund.
 
•  
Issuer Risk   The value of a security may decline for a number of reasons which directly relate to the issuer, such as management performance, financial leverage and reduced demand for the issuer’s goods or services.


 
34

 

•  
Smaller Company Risk   Smaller capitalization companies may not have the size, resources or other assets of larger capitalization companies. The prices of such issuers can fluctuate more than the stocks of larger companies and they may not necessarily correspond to changes in the stock market in general.

•  
Interest Rate Risk   The market value of a bond is significantly affected by changes in interest rates. Generally, the longer the average maturity of the bonds in the investment portfolio of a Fund, the more a Fund’s share price will fluctuate in response to interest rate changes.

•  
Credit Risk   When a bond is purchased, its anticipated yield is dependent on the timely payment by the issuer of each installment of interest and principal. Lower-rated and unrated bonds, while often having a higher yield than higher-rated bonds, involve an increased possibility that the issuer may not be able to make its payments of interest and principal. During periods of deteriorating economic and market conditions, the market value of lower-rated and unrated bonds may decline due to concerns over credit quality. In addition, the liquidity of such securities may be affected, making it more difficult for a Fund to sell the security.

•  
Call Risk   Certain corporate and municipal bonds, and some securities issued by U.S. agencies may be called (redeemed) at the option of the issuer at a specific price before reaching their stated maturity date. This risk increases when market interest rates are declining, because issuers may find it desirable to refinance by issuing new bonds at lower interest rates. If a bond held by a Fund  is called during a period of declining interest rates, the Fund will likely reinvest the proceeds received by it at a lower interest rate than that of the called bond, causing a decrease in the Fund’s income.

•  
Investments in Other Investment Companies   The Funds may invest in the shares of other investment companies, including affiliated and non-affiliated money market funds. Investing in the shares of other investment companies involves the risk that such other investment companies will not achieve their objectives or will achieve a yield or return that is lower than that of the respective Fund. To the extent that a Fund is invested in the shares of other investment companies, the Fund will incur additional expenses due to the duplication of fees and expenses as a result of investing in investment company shares.

•  
 Investments in Exchange Traded Funds   The Funds may invest in exchange traded funds (“ETFs”).  ETFs that are based on a specific index may not be able to replicate and maintain exactly the composition and relative weightings of securities in the applicable index. ETFs also incur certain expenses not incurred by their applicable index. Additionally, certain securities comprising the index tracked by an ETF may, at times, be temporarily unavailable, which may impede an ETF’s ability to track its index. To the extent that a Fund is invested in an ETF, the Fund will incur additional expenses due to the duplication of fees and expenses as a result of investing in an ETF.
 
•  
Restricted or Illiquid Securities Risk   Securities that are not publicly traded such as those acquired in a privately negotiated transaction and other restricted securities may be difficult to sell or may be subject to agreements that prohibit or limit their sale or other disposition.  Securities that are thinly traded, especially those where a Fund holds a significant percentage of the issuers outstanding shares may also be considered illiquid and a Fund may be unable to sell them on short notice or only at a price below current value.  None of the Funds will invest in any such restricted or illiquid securities which would cause the aggregate value of all such securities to exceed 15% of such Fund’s net assets, except in the case of the Government Money Market Fund, which will limit its investments in such securities to 5% of its net assets.

•  
Investments in Put and Call Options   The Funds, except Government Money Market Fund, may buy and sell put and call options. Options such as puts and calls are contracts giving the holder the right to either buy or sell a financial instrument at a specified price before a specified time. Investments in puts and calls involve the risk that since the puts and calls are options which have an expiration date, the respective Fund could lose the entire cost of those puts and calls which expire worthless.
 
•  
Government-Sponsored Enterprises Risk   The Funds, except the Nebraska Fund, may invest in certain government-sponsored enterprises whose obligations are not direct obligations of the U.S. Treasury. Such entities may include, without limitation, the Federal Home Loan Banks (“FHLB”), Federal Farm Credit Banks (“FFCB”), Federal National Mortgage Association (“Fannie Mae”) and Federal Home Loan Mortgage Corporation (“Freddie Mac”). Entities such as FHLB and FFCB, although chartered or sponsored by Congress, are not funded by Congressional appropriations and the debt and mortgage-backed securities issued by such agencies are neither guaranteed nor insured by the U.S. Government. Fannie Mae and Freddie Mac historically were neither guaranteed nor insured by the U.S. Government. However, on September 7, 2008, the Federal Housing Finance Agency (“FHFA”) placed Fannie Mae and Freddie Mac into conservatorship, which, in effect, has caused Fannie Mae and Freddie Mac to become guaranteed obligations of the U.S. Government. Although the U.S. Government is providing support to Fannie Mae and Freddie Mac, no assurance can be given that they will continue to do so.
 
•  
Mortgage-Backed Securities Risk   Most mortgage-backed securities are pass-through securities, which means that the payments received by a Fund on such securities consist of both principal and interest as the mortgages in the underlying mortgage pool are paid off. The yield on such mortgage-backed securities is influenced by the prepayment experience of the underlying mortgage pool. In periods of declining interest rates, prepayments of the mortgages tend to increase. If the higher-yielding mortgages from the pool are prepaid, the yield on the remaining pool will be reduced and it will be necessary for the Fund to reinvest such prepayment, presumably at a lower interest rate. 
 
 
35

 

•  
Non-U.S. Securities Risk   The Weitz Equity Funds and Balanced Fund may purchase foreign securities that are traded in foreign markets or may be represented by American Depository Receipts that are traded in the United States.  Investments in non-U.S. securities may involve additional risks including exchange rate fluctuation, political or economic instability, the imposition of exchange controls, expropriation, limited disclosure and illiquid markets.
 
•  
Preferred Securities Risk   In addition to credit risk, investment in preferred securities carries certain risks including:
 
 
      -  Deferral Risk-Traditional preferreds contain provisions that allow an issuer, under certain conditions, to skip (in the case of
 
     "noncumulative" preferreds) or defer (in the case of "cumulative" preferreds) dividend payments. Fully taxable or hybrid
 
     preferred securities typically contain provisions that allow an issuer, at its discretion, to defer distributions for up to 20
 
     consecutive quarters. If the Fund owns a preferred security that is deferring its distributions, the Fund may be required to
 
     report income for tax purposes while it is not receiving any income.
 
      -  Redemption Risk-Preferred securities typically contain provisions that allow for redemption in the event of tax or security
 
     law changes in addition to call features at the option of the issuer. In the event of redemption, the Fund may not be able to
 
     reinvest the proceeds at comparable rates of return.
 
      -  Limited Voting Rights-Preferred securities typically do not provide any voting rights, except in cases when dividends are
 
     in arrears beyond a certain time period, which varies by issue.
 
      -  Subordination-Preferred securities are subordinated to bonds and other debt instruments in a company's capital structure in
 
     terms of priority to corporate income and liquidation payments, and therefore will be subject to greater credit risk than those
 
     debt instruments.

•  
Information Risk   The risk that key information about a security is inaccurate or unavailable.  Securities issued in initial public or private offerings often involve greater information risk than other equity securities due to a lack of historical public information.

Additional Risks—Partners III Opportunity Fund

•  
Short Sales Risk   If the price of a stock or ETF sold short increases after the sale, the Partners III Fund will lose money because it will have to pay a higher price to repurchase the borrowed stock when it closes its short position. The loss of value on a short sale is theoretically unlimited. The Partners III Fund has to borrow the securities to enter into the short sale. If the lender demands the securities be returned, the Partners III Fund must deliver them promptly, either by borrowing from another lender or buying the securities. If this occurs at the same time other short sellers are trying to borrow or buy in the securities, a “short squeeze” could occur, causing the stock price to rise and making it more likely that the Partners III Fund will have to cover its short position at an unfavorable price.

•  
Leverage Risk   The Partners III Fund may borrow from banks or brokers and pledge its assets in connection with its borrowing. If the interest expense on the borrowings is greater than the income and increase in value of the securities purchased with the proceeds of the borrowing, the use of leverage will decrease the return to the Partners III Fund’s shareholders. Use of leverage also tends to magnify the volatility of the Partners III Fund’s returns.

•  
Futures Contracts Risk   The Partners III Fund may buy and sell futures contracts, principally stock index futures contracts. A stock index fluctuates generally with changes in the market values of the stocks included in the index. The Partners III Fund’s primary purpose in entering into such contracts is to protect it from fluctuations in the value of securities without actually buying or selling the underlying security. The Partners III Fund may also buy and sell futures contracts on commodities, interest rates, currencies or other indices. Futures transactions involve brokerage costs and require the Partners III Fund to segregate liquid assets to cover its performance under such contracts. The Partners III Fund’s overall performance could be adversely affected by entering into such contracts if the Adviser’s judgment with respect to the investment proves incorrect.

Additional Risks—Balanced and Short-Intermediate Income Funds

•  
Interest Rate Futures, Bond Index Futures and Related Options Thereon   The Balanced and Short-Intermediate Income Funds may buy or sell interest rate futures and bond index futures and related put and call options. These Funds will not utilize any hedging strategies using interest rate futures and bond index futures or options thereon which will cause the then aggregate value of all such investments to exceed 10% of the value of the respective Fund’s total assets at the time of the investment after giving effect thereto. Futures transactions and their related options involve brokerage costs and require a Fund to segregate liquid assets to cover its performance under such contracts. The Funds’ overall performances could be adversely affected by entering into such contracts if the Adviser’s judgment with respect to the investment proves incorrect.

Additional Risks—Nebraska Tax-Free Income Fund
 
•  
Nebraska State-Specific Risk   Because the Nebraska Fund invests primarily in Nebraska municipal securities, the Nebraska Fund is more vulnerable to unfavorable economic, political or regulatory developments in Nebraska than are funds that invest in municipal securities of many states. The concentration of the Nebraska Fund in securities issued by

 
 
36

 

 
  
governmental units of only one state exposes the Nebraska Fund to risks greater than those of a more diversified portfolio holding securities issued by governmental units of different states in different regions of the country. These events may include economic or political policy changes, tax base erosion, state limits on tax increases, budget deficits and other financial difficulties, as well as changes in the credit ratings assigned to the state’s municipal issuers. Certain Nebraska municipal securities contain unique risks. Such municipal securities may include, without limitation, health care providers, nuclear power plants, facility offerings and other private activity bonds that lack governmental backing. The Nebraska Fund’s success may be impacted by our ability to adequately evaluate the unique risks associated with the respective issuers. Neither the State of Nebraska nor its agencies may issue general obligation bonds secured by the full faith and credit of the State. In addition, the economy of the State is heavily agricultural and changes in the agricultural sector may adversely affect taxes and other municipal revenues. Unfavorable developments in any economic sector may have far-reaching ramifications on the overall Nebraska municipal market.

•  
Credit Support Risk   Some of the Nebraska Fund’s portfolio securities may be supported by credit enhancements. These securities have the credit risk of the entity providing the credit support. To the extent that the Nebraska Fund holds insured securities, a change in the credit rating of any one or more of the municipal bond insurers that insure securities in the Nebraska Fund’s portfolio may affect the value of the securities they insure, the Nebraska Fund’s share price and Nebraska Fund’s performance. The Nebraska Fund may also be adversely impacted by the inability of an insurer to meet its insurance obligations.
 
•  
When-Issued and Delayed Delivery Transactions   Municipal securities may be issued on a when-issued or delayed delivery basis, where payment and delivery take place at a future date. Since the market price of the security may fluctuate during the time before payment and delivery, the Nebraska Fund assumes the risk that the value of the security at delivery may be more or less than the purchase price.

•  
Municipal Lease Obligations Risk   The Nebraska Fund may invest in Municipal Lease Obligations. Municipal Lease Obligations differ from other municipal securities because the relevant legislative body must appropriate the money each year to make the lease payments. If the money is not appropriated, the lease can be cancelled without penalty and investors who own the lease obligations may not be paid.

•  
No Guarantee That Income Will Remain Tax Exempt   There is no guarantee that all of the Nebraska Fund’s income will remain exempt from federal or state income taxes. Income from municipal bonds held by the Nebraska Fund could be declared taxable because of unfavorable changes in tax laws, adverse interpretations by the Internal Revenue Service or state tax authorities, or noncompliant conduct of a bond issuer.

Management

Investment Adviser

Weitz & Co. is the investment adviser for Weitz Funds. Weitz & Co. is located at One Pacific Place, 1125 South 103rd Street, Suite 200, Omaha, Nebraska 68124.

Weitz & Co. provides investment advice to each Fund and is responsible for the overall management of Weitz Funds’ business affairs, subject to the supervision of the Board of Trustees of Weitz Funds. Weitz & Co. is a Nebraska corporation formed in March, 1983 and also serves as investment adviser to certain other entities, including, without limitation, two investment limited partnerships and certain individual accounts.

Weitz & Co. receives an annual investment management fee for the Value, Partners Value, Partners III and Hickory Funds in accordance with the following schedule:

Average Daily Net Asset Break Points
 
     
Less Than or
     
Greater Than
   
Equal To
 
Rate
$ 0     $ 2,500,000,000    1.00%
  2,500,000,000       5,000,000,000    0.90%
  5,000,000,000            0.80%

Weitz & Co. receives an annual investment management fee equal to 0.80% of the average daily net assets of the Balanced Fund.

Weitz & Co. receives an annual investment management fee equal to 0.40% of the average daily net assets of the Short-Intermediate Income, Nebraska and Government Money Market Funds.

Each Fund pays all expenses directly attributable to it. Weitz & Co. has voluntarily agreed to reimburse the Weitz Equity Funds (excluding the Partners III Fund), Balanced Fund, Short-Intermediate Income Fund and Nebraska Fund or to pay directly a
 
 
 
37

 
 
 
portion of the respective Fund’s expenses to the extent that the total annual fund operating expenses, excluding taxes, interest, brokerage commissions and acquired fund fees and expenses, exceed 1.50%, 1.25%, 0.75% and 0.75% of the respective Fund’s annual average daily net assets. These voluntary fee waivers can be terminated at any time. Through July 31, 2011, Weitz & Co. has contractually agreed to reimburse the Government Money Market Fund or to pay directly a portion of the Government Money Market Fund’s expenses to the extent that the total annual fund operating expenses, excluding taxes, interest, brokerage commissions and acquired fund fees and expenses, exceed 0.20% of the Government Money Market Fund’s annual average daily net assets.

Weitz & Co. also provides administrative services to each Fund pursuant to an Administration Agreement which provides that the Funds will pay Weitz & Co. a monthly administrative fee based on the average daily net assets of each respective Fund, plus third party expenses directly related to providing such services. Weitz & Co. has contracted with Boston Financial Data Services, Inc. to serve as sub-transfer agent for the Funds.

Information regarding the factors considered by the Board of Trustees in connection with the annual renewal of the Investment Advisory Agreement with each of the Funds is included in the Funds’ September 30, 2009 Semi-Annual Report to Shareholders, which is available at weitzfunds.com.

Board of Trustees

The Board of Trustees of Weitz Funds is responsible for managing the business and affairs of the Funds, including overseeing the Funds’ officers, who actively supervise the day-to-day operations of the Funds. Each Trustee serves until a successor is elected and qualified or until resignation.

At least seventy-five percent of the Trustees of Weitz Funds are independent Trustees within the meaning of the Investment Company Act of 1940. In addition, the Board has elected an independent Trustee to serve as Chair of the Board.

Portfolio Managers

Weitz Equity Funds Wallace R. Weitz is primarily responsible for the day-to-day management of the Partners III and Hickory Funds.  Mr. Weitz, a Chartered Financial Analyst, has been the portfolio manager for the Partners III Partnership which was the predecessor to the Partners III Fund since the inception of the Partners III Partnership in 1983and of the Hickory Fund since January 1, 2003.  Prior to founding the investment adviser in 1983, Mr. Weitz served as an account executive and securities analyst with G.A. Saxton & Co., Inc. (1970-1973) and with Chiles Heider & Co. (1973-1983).

Mr. Weitz and Bradley P. Hinton, a Chartered Financial Analyst, share responsibility for the day-to-day management of the Value and Partners Value Funds.  Mr. Weitz was previously the sole portfolio manager of the Value and Partners Value Funds since the inception of the respective Funds. Mr. Hinton has been a research analyst for Weitz & Co. since September 2001 and the Director of Research since April 2004. He was previously a fixed income investment manager with Principal Financial Group (1994-1998) and an associate and a debt manager with Con-Agra Foods (1998-2001).

Balanced Fund Mr. Hinton is primarily responsible for the day-to-day management of the Balanced Fund. He served as co-manager of the Balanced Fund since its inception in October 2003 and became sole portfolio manager of the Fund in August 2005.

Short-Intermediate Income Fund, Nebraska Fund and Government Money Market Fund Thomas D. Carney is primarily responsible for the day-to-day management of the Short-Intermediate Income, Nebraska and Government Money Market Funds. Mr. Carney, a Chartered Financial Analyst, has been a fixed income analyst and securities trader for Weitz & Co. since February 1995. Mr. Carney was the co-manager of the Short-Intermediate Income and Government Money Market Funds from January 1996 to September 2000 and was the portfolio manager of Income Partners which was the predecessor to the Nebraska Fund since January 1996.  Mr. Carney was previously a municipal securities professional with Smith Barney.

Additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers, and the portfolio managers’ ownership of securities in the Fund(s) each manages is available in the Funds’ Statement of Additional Information, which is available at weitzfunds.com.

Fund Distributor

The Funds are distributed by Weitz Securities, Inc., a Nebraska corporation which is affiliated with Weitz & Co. Shares of each Fund are sold without any sales commissions or other transaction fees. Weitz & Co. pays any sales or promotional costs incurred in connection with the sale of the Funds’ shares.

Fund History

The Weitz Funds (“the Trust”) is a Delaware statutory trust organized on August 4, 2003, and is registered under the Investment
 
 
 
38

 
 
Company Act of 1940 as an open-end management investment company. Each of the Funds (other than the Balanced Fund, the Partners III Fund and the Nebraska Fund) is a successor in interest to certain Funds having the same name, investment objective and investment policies that were included as series of two other investment companies previously managed by Weitz & Co., namely, Weitz Series Fund, Inc. and Weitz Partners, Inc. (the “Predecessor Funds”). At shareholder meetings held in March 2004, the shareholders of each of the Predecessor Funds approved the reorganization of the Predecessor Funds with and into the Trust and effective April 1, 2004, the assets and liabilities of the Predecessor Funds were transferred to the Trust in exchange for shares of each of the applicable Funds.

The Balanced Fund was the Trust’s initial series and it commenced operations on October 1, 2003. The Partners III Fund is an open-end management investment company originally organized as a limited partnership (“Partners III Partnership”) in June 1983, under the laws of the State of Nebraska. On December 7, 2005, the partners of the Partners III Partnership approved the conversion of the Partners III Partnership to a series of Weitz Funds. The Partners III Fund is the successor to the Partners III Partnership and has substantially the same investment objectives and strategies as did the Partners III Partnership. The Partners III Fund also has the same portfolio manager as the Partners III Partnership, Wallace R. Weitz. The Nebraska Fund is an open-end management investment company originally organized as a limited partnership (“Income Partners”) in October 1985, under the laws of the State of Nebraska. On November 17, 2006, the partners of Income Partners approved the conversion of Income Partners to a series of Weitz Funds. The Nebraska Fund is a successor to Income Partners and has substantially the same investment objectives and strategies as did Income Partners. The Nebraska Fund also has the same portfolio manager as Income Partners, Thomas D. Carney.

Disclosure of Portfolio Holdings

A complete listing of each Fund’s portfolio holdings is publicly available on a quarterly basis through applicable filings on Forms N-CSR and N-Q made with the SEC. This information is also available on the Weitz Funds’ website at weitzfunds.com on or about the 30th business day after the end of each quarter in the quarterly shareholder reports, copies of which are also sent to all shareholders. Such information will remain on the website until the next quarter’s information is released. A description of the Funds’ policies and procedures with respect to the disclosure of the Funds’ portfolio securities is provided in the Statement of Additional Information, which is also available at weitzfunds.com.

In addition, effective October 7, 2010, the Government Money Market Fund will post on the Weitz Funds’ website at weitzfunds.com its complete schedule of portfolio holdings and its dollar-weighted average portfolio maturity and dollar-weighted average portfolio life.  Such information will be posted on a monthly basis and will remain on the website for not less than six months.  Effective December 7, 2010, the Government Money Market Fund will also file, on a monthly basis, more detailed portfolio holdings information with the SEC on Form N-MFP.

Purchasing Shares

Opening a Regular New Account

By Mail   You can open a new account by:

•  
Completing and signing a Weitz Funds purchase application;

•  
Enclosing a check made payable to Weitz Funds. We do not accept cash, money orders, post-dated checks, travelers checks, third-party checks, credit card convenience checks, instant loan checks, checks drawn on banks outside the U.S. or other checks deemed to be high risk checks;

•  
Mailing the application and the check to:

By Mail:
Weitz Funds
P.O. Box 219320
Kansas City, Missouri 64121-9320

By Certified or Overnight Delivery:
Weitz Funds
c/o Boston Financial Data Services 330 W. 9th Street
Kansas City, Missouri 64105

•  
Providing other supporting legal documents that may be required in the case of estates, trusts, guardianships, custodianships, partnerships, corporations and certain other accounts.

By Internet   You can open a new account through our website, weitzfunds.com. Click on “Open New Account” and follow the instructions to complete the online application. In order to complete an online purchase, you will need to provide electronic bank
 
 
 
39

 
 
transfer instructions and certain identification information. There is a limit of $100,000 per day for purchase transactions through our website. Certain account types are not available for online account access. Please see the caption “Telephone and Internet Account Access Information” on page 46 regarding account access via the Internet.


The minimum investment required to open an account in any of the Funds is $2,500 per Fund. The subsequent minimum investment requirement is $25.

We reserve the right, at our sole discretion, to reject any order or subsequent purchase, to waive initial investment minimums for new accounts and to modify investment minimums from time to time. All purchase orders are subject to acceptance by authorized officers of Weitz Funds and are not binding until so accepted Boston Financial Data Services (“BFDS”) is the sub-transfer agent for Weitz Funds. Any checks received directly by Weitz Funds at its business address will be forwarded promptly to BFDS and processed when received by BFDS.

Opening a Retirement Account

Certain individuals may be eligible to open a traditional IRA, Roth IRA or SEP IRA. In addition, existing IRA accounts and certain qualified pension and profit sharing plans can be rolled over or transferred into a new IRA account, which can be invested in shares of one or more of the Funds. You can request information about establishing an IRA by calling the Weitz Funds at 402-391-1980 or 800-304-9745.

By Mail   You can open an IRA account by:

•  
Completing the IRA application and the transfer form, if applicable;

•  
Mailing the forms to the address shown on page 39.

By Internet   Traditional IRA accounts and Roth IRA accounts can be opened online through our website, weitzfunds.com. Click on “Open New Account” and follow the instructions to complete the online IRA application.

Currently, IRA accounts are not charged an annual maintenance fee.

Shares of the Funds may also be purchased as an investment in other types of pension or profit sharing plans. Although Weitz Funds will endeavor to provide assistance to shareholders who are participants in such plans, it does not have forms of such plans for adoption and does not undertake to offer advice relating to the establishment of such plans or compliance with the ongoing requirements for such plans. Plan participants should seek the guidance of a professional adviser before investing retirement monies in shares of a Fund.

Purchasing Shares of a Fund

You pay no sales charge when you purchase shares of a Fund. The price you pay for a Fund’s shares is the respective Fund’s net asset value per share which is calculated once each day generally as of the close of trading on the New York Stock Exchange (“NYSE”) (ordinarily 3:00 p.m. Central Time) on days on which the exchange is open for business. In addition to Saturday and Sunday, the NYSE is closed on the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day, as observed. If your purchase request is received in good order on any day prior to such time, your purchase price will be the net asset value calculated on that day. If your purchase request is received in good order on any day after such time, your purchase price will be the net asset value calculated on the next business day. We cannot hold investments to be processed at a later date. The shares you purchase must be qualified for sale in your state of residence. You should purchase shares of the Funds only if you intend to be a patient, long-term investor. Excessive trading into or out of a Fund may harm the Fund’s performance by disrupting the portfolio management process. Such trading may also increase expenses for other shareholders. If you engage in this type of activity, your trading privileges may be suspended or terminated. All purchases are subject to acceptance by the Funds and the Funds reserve the right to reject any purchase in order to prevent transactions considered to be harmful to existing shareholders. See the caption Frequent Trading Policy on page 56 for additional information about the Funds’ policy with respect to frequent or excessive trading.

You can purchase shares in the following manner:

By Mail   You can purchase additional shares in an existing account by:

•  
Sending a check made payable to Weitz Funds.  We do not accept cash, money orders, post-dated checks, travelers checks, third-party checks, credit card convenience checks, instant loan checks, checks drawn on banks outside the U.S. or other checks deemed to be high risk checks;
 
 
 
40

 

 
•  
Completing the information on the remittance stub which is the bottom portion of your most recent transaction statement;

•  
Mailing the check and remittance stub to:

By Mail:
Weitz Funds
P.O. Box 219320
Kansas City, Missouri 64121-9320

By Certified or Overnight Delivery:
Weitz Funds
c/o Boston Financial Data Services 330 W. 9th Street
Kansas City, Missouri 64105

If the remittance stub is not available, please indicate on your check or on a separate piece of paper your account name, address and account number. If you are purchasing shares for a new account, please see the procedures described above under the heading “Opening a Regular New Account.”

By Wire   You can purchase shares with payment by bank wire by:

•  
Calling Client Services at 402-391-1980 or 800-304-9745 and furnishing your account name, address and account number together with the amount being wired and the name of the wiring bank;
 
 •   Instructing the bank to wire funds as follows:

State Street Bank & Trust
ABA# 011000028
Account# 99057341
Weitz Funds Universal Account
For credit to (indicate appropriate Fund number):

Partners III
310
Nebraska Tax-Free
311
Value
328
Short-Intermediate Income
329
Government
330
Partners Value
331
Hickory
332
Balanced
400

For the account of: your account number and name

If you are purchasing shares by wire for a new account, you must send a completed purchase application to Weitz Funds at the address set forth above prior to wiring your payment.

Weitz Funds will not be responsible for the consequences of delays in the bank or Federal Reserve wire system. Banks may impose a charge for the wire transfer of funds.

By Internet   If you have an existing account directly with Weitz Funds and you have established a User ID for your account, you can purchase additional shares of a Fund through our website, weitzfunds.com. You also need to have established electronic bank transfer instructions to purchase shares via our website. There is a limit of $100,000 per day for purchase transactions through our website. If your order is accepted after the close of regular trading on the NYSE, or on a day the NYSE is not open for regular trading, your purchase price will be the net asset value as computed on the next business day. Payment for Internet share purchases can only be made through your electronic bank transfer instructions. If you have not previously established electronic

bank transfer instructions for your account, you can do so by using the “Account Access” feature on our website or you can contact Client Services at 402-391-1980 or 800-304-9745 to obtain a form to add these instructions to your account. This form can also be downloaded from our website.
 
By Telephone   If you have an existing account directly with Weitz Funds and you have established electronic bank transfer instructions, you can purchase additional shares of a Fund over the telephone. There is a limit of $100,000 per day for purchase transactions over the telephone. If your order is received after the close of regular trading on the NYSE, or on a day the NYSE is not open for regular trading, your purchase price will be the net asset value as computed on the next business day. Payment for telephone share purchases can only be made through your electronic bank transfer instructions or by wire. If you have not
 
 
 
41

 
 
previously established banking instructions for your account, you can do so by using the “Account Access” feature on our website or you can contact Client Services at 402-391-1980 or 800-304-9745 to obtain a form to add these instructions to your account. This form can also be downloaded from our website.

If an account has multiple owners, we may rely on the instructions of any one account owner. A telephone purchase request in good order should include the following:

•  
Your account name, account number and Fund name;

•  
The amount of the purchase being requested (specified in dollars); and

•  
Other identifying information which is requested.

Please retain the confirmation number assigned to your telephone purchase as proof of your trade. We reserve the right to (i) refuse a telephone purchase if we believe it is advisable to do so; and (ii) revise or terminate the telephone purchase privilege at any time. Please see the caption “Telephone and Internet Account Access Information” on page 46.

By Automatic Investment   At the time you open an account, or at any time thereafter, you can choose to make automatic investments in shares of a Fund (minimum investment of $25) at regular intervals (on the 1st, 8th, 15th or 22nd day of the month or, if such day is not a business day, on the next following business day) by:

•   Sending a voided check from your bank account.

Your request to establish automatic investment privileges must be received by Weitz Funds at least three business days prior to the initial automatic investment.

You can add or cancel the automatic investment service or change the amount of the automatic investment by calling or sending a written request to Weitz Funds or through the Account Access feature of our website, weitzfunds.com. Your request must be received at least three business days prior to the effective date of the change.
 
Funding Your Account

If your check is returned because of insufficient funds or because you have stopped payment on the check, or if your electronic bank transfer investment transaction is returned by the bank, you will be responsible for any losses sustained by a Fund as a result of (i) fees charged to a Fund or (ii) a decline in the net asset value when the shares issued are cancelled. If you are an existing shareholder, losses may be collected by redeeming shares from your account.   Fund shares purchased by check or via electronic bank transfer cannot be redeemed until 15 days after the date of such purchase.

Purchasing Through Others

Shares of the Funds may also be purchased through certain broker-dealers or other financial intermediaries that have entered into selling agreements or related arrangements with Weitz & Co. or its affiliates. If you invest through such entities, you must follow their procedures for buying and selling shares. Please note that such financial intermediaries may charge you fees in connection with purchases of Fund shares and may require a minimum investment amount different from that required by the Funds. Such broker-dealers or financial intermediaries are authorized to designate other intermediaries to accept purchase and redemption orders on behalf of the Funds. If the broker-dealer or financial intermediary submits trades to the Funds, the Funds will use the time of day when such entity or its designee receives the order to determine the time of purchase or redemption, and will process the order at the next closing price computed after receipt. The broker-dealer or financial intermediary generally has the responsibility of sending prospectuses, shareholder reports, statements and tax forms to their clients. Weitz & Co. may, from time to time, make payments to broker-dealers or other financial intermediaries for certain services to the Funds and/or their shareholders, including sub-administration, sub-transfer agency and shareholder servicing.

Redeeming Shares

Redemption Procedures

Shares will be redeemed at the net asset value next determined after receipt of a redemption request in good order. If your redemption request is received in good order on any day prior to the close of the NYSE (ordinarily 3:00 p.m. Central Time) on days on which the exchange is open for business, shares will be redeemed at the net asset value calculated on that day. If your redemption request is received in good order after such time, shares will be redeemed at the net asset value calculated on the next business day. There are no fees for redeeming shares. You must have a completed purchase application on file with Weitz Funds before a redemption request will be accepted. In addition, Weitz Funds must have received payment for the shares being redeemed and may delay the redemption payment (normally not more than 15 days) until the purchase funds have cleared. You can call Client Services at 402-391-1980 or 800-304-9745 if you have questions about the requirements for redemption requests.
 
 
 
42

 
 
You can redeem shares of a Fund at any time in the following manner:
 
By Written Request   You can redeem shares of a Fund by sending a redemption request in writing to Weitz Funds. A written redemption request in good order should include the following:

•  
Your account name, account number and Fund name;

•  
The amount of the redemption being requested (specified in dollars or shares);

•  
The signature of all account owners exactly as they are registered on the account; if you are a corporate or trust shareholder, the signature must be of an authorized person with an indication of the capacity in which such person is signing;

•  
A signature guarantee, if required; and

•  
Other supporting legal documents that may be required in the case of estates, trusts, guardianships, custodianships, partnerships, corporations and certain other accounts. (Corporate resolutions must be dated within six months of the redemption request.)

You can call Client Services at 402-391-1980 or 800-304-9745 for information on which documents may be required.

Written redemption requests can be sent by mail or facsimile transmission to:

By Mail:
Weitz Funds
P.O. Box 219320
Kansas City, Missouri 64121-9320

By Certified or Overnight Delivery:
Weitz Funds
c/o Boston Financial Data Services 330 W. 9th Street
Kansas City, Missouri 64105

By Facsimile: 402-391-2125

By Telephone Request   If you have an individual account directly with Weitz Funds, you can redeem shares of a Fund over the telephone up to $100,000 per day. Telephone redemptions cannot be made from IRA accounts, retirement accounts, corporate accounts or certain other accounts. The ability to redeem shares by telephone is automatically established on any account for which telephone redemptions are available unless the account holder requests otherwise. A telephone redemption request can be made by calling 402-391-1980 or 800-304-9745. If an account has multiple owners, Weitz Funds may rely on the instructions of any one account owner. A telephone redemption request in good order should include the following:

•  
Your account name, account number and Fund name;

•  
The amount of the redemption being requested (specified in dollars or shares); and

•  
Other identifying information which is requested.

Please retain the confirmation number assigned to your telephone redemption as proof of your trade. Weitz Funds reserve the right to (i) refuse a telephone redemption if we believe it is advisable to do so; and (ii) revise or terminate the telephone redemption privilege at any time. Please see the caption “Telephone and Internet Account Access Information” on page 46.

By Internet   If you have an account directly with Weitz Funds and you have established a User ID, you can redeem shares of a Fund through our website, weitzfunds.com, up to $100,000 per day. Redemptions cannot be made via the website from corporate accounts or certain other accounts. If your order is accepted after the close of regular trading on the NYSE, or on a day the NYSE is not open for regular trading, your redemption price will be the net asset value as computed on the next business day. Please see the caption “Telephone and Internet Account Access Information” on page 46.

Redemption Payments

Payment for the shares redeemed will be made as soon as possible, but no later than seven days after the date of the receipt of your redemption request in good order. Payment will normally be made by check or, if you have established electronic bank transfer instructions, you can request to receive your redemption proceeds via electronic bank transfer or by wire to the bank account of record. If you have not previously established electronic bank transfer instructions for your account, payment may also be made by wire transfer in accordance with wire instructions provided in writing to Weitz Funds accompanied by a signature guarantee. Weitz Funds reserve the right to require you to pay for the cost of transmitting the wire transfer. Your bank may also
 
 
 
43

 
 
impose a charge to receive the wire transfer.

To protect you and Weitz Funds, any redemption request received within 15 days of an address change must be accompanied by a signature guarantee.

A redemption of shares is treated as a sale for tax purposes and, for the Value, Partners Value, Partners III, Hickory, Balanced, Short-Intermediate Income and Nebraska Funds, will generally result in a short-term or long-term capital gain or loss, depending on how long you have owned the shares.

If the Post Office cannot deliver your check, or if your check remains uncashed for six months, we reserve the right to reinvest your redemption proceeds in your account at the then current net asset value.

Signature Guarantees

We reserve the right to require a signature guarantee on all redemptions. Signature guarantees will be required in the following circumstances:

•  
A redemption request which is payable to anyone other than the shareholder of record;

•  
A redemption request which is to be mailed to an address other than the address of record;

•  
A redemption request which is payable to a bank account other than the bank account of record;

•  
A redemption request received within 15 days of an address change; and

•  
Instructions to establish or change wire instructions.

A signature-guaranteed request may not be sent by facsimile.

A signature guarantee must be obtained from an institution participating in the Securities Transfer Agent Medallion Program. Such institutions typically include commercial banks that are FDIC members, trust companies, and member firms of a domestic stock exchange. “STAMP 2000 Medallion Imprints” is the only form of signature guarantee that will be accepted. A notary public is not an eligible guarantor.

Other Redemption Information

Redemption payments normally will be made wholly in cash. A Fund may, however, redeem its shares through the distribution of portfolio securities if and to the extent that redemptions by the same shareholder during any 90-day period exceed the lesser of (i) $250,000, or (ii) one percent of the net assets of the respective Fund at the beginning of the period. Shareholders whose shares are redeemed in kind may be subject to brokerage commissions or other transaction charges upon the resale of the distributed securities.

Weitz Funds may suspend redemptions or postpone payment: (i) at times when the NYSE is closed for other than weekends or holidays; (ii) under emergency circumstances as permitted by the U.S. Securities and Exchange Commission or (iii) to the extent otherwise permitted by applicable laws or regulations.

Exchanging Shares

You can exchange shares of one Fund for shares of another Weitz Fund. Exchanges will only be made between accounts with identical registrations. The ability to initiate such exchanges by telephone is automatically established on your account unless you request otherwise. You can request the exchange of shares by telephone or in writing in the following manner:
•  
Provide the name of the Funds, the account name, account number and the dollar amount of shares to be exchanged; and

•  
Other identifying information which is requested.

If you have established a User ID, you can submit an order to exchange shares through our website, weitzfunds.com. If your order is accepted after the close of regular trading on the NYSE, or on a day the NYSE is not open for regular trading, your redemption price of the redeemed Fund and purchase price of the purchased Fund will be their respective net asset values as computed on the next business day.

Please retain the confirmation number assigned to your telephone or Internet exchange as proof of your trade.

You should be aware that although there are no sales commissions or other transaction fees related to exchanging shares, such an exchange is treated as a sale of shares from a Fund and the purchase of shares of the other Fund and any gain or loss on the
 
 
44

 
 
transaction will be reportable on your tax return unless the shares were held in a tax-deferred account. The price for the shares being exchanged will be the net asset value of the shares next determined after your exchange request is received. Please see the caption “Telephone and Internet Account Access Information” on page 46.

Weitz Funds reserve the right to (i) refuse a telephone exchange if they believe it is advisable to do so; and (ii) revise or terminate the telephone exchange privilege at any time.

You should purchase shares of Weitz Funds only if you intend to be a patient, long-term investor. The exchange privilege is offered as a convenience to shareholders and is not intended to be a means of speculating on short-term movements in securities prices. Weitz Funds reserve the right at any time to suspend, limit, modify or terminate exchange privileges in order to prevent transactions considered to be harmful to existing shareholders. See the caption Frequent Trading Policy on page 46 for additional information about Weitz Funds’ policy with respect to frequent or excessive trading.

Shareholder Account Policies and Maintenance

Changing Your Address

You can change the address on your account by sending a written request to Weitz Funds. Your written request must be signed by all registered owners of the account and should include your account name(s), account number(s) and both the new and old addresses.  To change your address online, log into Account Access at weitzfunds.com and click on the “Change Address” button at the bottom of the Account Portfolio page. To protect you and the Funds, any redemption request received within 15 days of an address change must be in writing and accompanied by a signature guarantee, as described below.

Confirmations

Each time you purchase, redeem or exchange shares, you will receive a confirmation of the transaction from Weitz Funds. At the end of each calendar quarter you will receive a statement which will include information on activity in your account. You should review your confirmations and statements for accuracy and report any discrepancies to us promptly.

Shareholder Reports

Weitz Funds provide a quarterly shareholder report for the Funds which include a listing of the securities in each portfolio at the end of the quarter, a letter from a portfolio manager discussing, among other things, investment results for the quarter and an individual Management Discussion and Analysis for each Fund provided by the respective Fund’s portfolio manager. The annual report for Weitz Funds will include the Funds’ audited financial statements for the previous fiscal year and the semi-annual report will include unaudited financial statements.

Electronic Delivery of Reports and Prospectuses

You may elect to receive our financial reports (Fund reports and prospectuses) online instead of receiving them in the mail. By electing to receive your financial reports electronically, you will not only save trees and get your reports faster, but you will help us reduce Fund expenses, which could lower your investment costs. At the present time, only financial reports will be available online. You will continue to receive paper copies of your shareholder statements and confirmations.

To start receiving these reports online, log into Account Access at weitzfunds.com and click on the “Electronic Delivery” button at the bottom of the Account Portfolio page. You will then be instructed to enter your email address and to give consent to receive your reports electronically. If you do not already have a User ID, you will need to establish one in order to log into Account Access.   Once you have elected to receive this information electronically, you will be sent an email notification that will contain a link to the most current Weitz Funds report as soon as the information is available. Simply click on the link or paste the link into your browser and you will have immediate access to Fund reports and prospectuses.

Householding

Many shareholders of Weitz Funds have family members living in the same home who also own shares of Weitz Funds. In order to reduce the amount of duplicative mail that is sent to homes with more than one Fund account and to reduce Fund expenses, Weitz Funds will, until notified otherwise, send only one copy of each prospectus, shareholder report and proxy statement to each household address. This process, known as “householding” does not apply to account statements, confirmations, or personal tax information.

If you do not wish to participate in householding, or wish to discontinue householding at any time, call Client Services at 402-391-1980 or 800-304-9745. We will resume separate mailings for your account within 30 days of your request.

 
 
45

 
 
Important Information About Procedures for Opening an Account

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions, including Weitz Funds, to obtain, verify and record information that identifies each customer (as defined in the Department of Treasury’s Customer Identification Program for Mutual Funds) who opens an account, and to determine whether such person’s name appears on government lists of known or suspected terrorists and terrorist organizations.

What this means for you: we must obtain the following information for each customer who opens an account:

•  
Name;

•  
Date of birth (for individuals);

•  
Physical residential address (not post office boxes); and

•  
Taxpayer Identification Number such as Social Security Number or other identifying number.

Following receipt of your information, Weitz Funds will follow our Customer Identification Program to attempt to verify your identity. You may be asked to provide certain other documentation (such as a driver’s license or a passport) in order to verify your identity. Additional information may be required to open accounts for corporations and other non-natural persons. We will also follow our Customer Identification Program to obtain, verify and record the identity of persons authorized to act on accounts for such non-natural persons. Any documents requested in connection with the opening of an account will be utilized solely to establish the identity of customers in accordance with the requirements of law.

Federal law prohibits Weitz Funds and other financial institutions from opening accounts unless the minimum identifying information is received. We are also required to verify the identity of the new customer under our Customer Identification Program and may be required to reject a new account application, close your account or take other steps as they deem reasonable if they are unable to verify your identity. If an account is closed, the shares in that account will be redeemed at the net asset value determined on the redemption date.

Telephone and Internet Account Access Information

Telephone conversations with Weitz Funds may be recorded or monitored for verification, recordkeeping and quality assurance purposes.

You may obtain personal account information:

•  
On Weitz Funds’ website, weitzfunds.com;

•  
By calling Client Services at 402-391-1980 or 800-304-9745 between 8:00 a.m. and 4:30 p.m. (Central Time); or

•  
By calling the 24-hour automated customer service line at 800-773-6472.

Your account information should be kept private and you should immediately review any confirmations or account statements that you receive from Weitz Funds. We have established certain safeguards and procedures to confirm the identity of callers and the authenticity of instructions. For transactions conducted over the Internet, we recommend the use of a secure Internet browser. We also suggest you make a note of any transaction numbers you receive when using our website. If we follow our policies and procedures, Weitz Funds and its agents generally will not be responsible for any losses or costs incurred by following telephone or Internet instructions that we reasonably believe to be genuine. There may also be delays, malfunctions or other inconveniences, or times when the website is not available for Fund transactions or other purposes. If this occurs, you should consider using other methods to purchase, redeem or exchange shares. If we believe it is in the best interest of all shareholders, we may modify or discontinue telephone and/or online transactions without notice.

Accounts with Small Balances

We reserve the right to automatically redeem any account balance in cases where the account balance in a Fund falls below $500. Shareholders will be notified in writing at least 60 days prior to the automatic redemption of their account due to an account balance falling below $500. Such automatic redemptions will reduce unnecessary administrative expenses and therefore, benefit the majority of shareholders.
 
Frequent Trading Policy

The Funds are intended for long-term investors and not for those who wish to trade frequently in Fund shares. Frequent trading into and out of a Fund can have adverse consequences for that Fund and for long-term shareholders in the Fund. We believe that
 
 
 
46

 
 
 
frequent or excessive short-term trading activity by shareholders of a Fund may be detrimental to long-term investors because those activities may, among other things:

(a) dilute the value of shares held by long-term shareholders; (b) cause the Funds to maintain larger cash positions than would otherwise be necessary; (c) increase brokerage commissions and related costs and expenses; and (d) incur additional tax liability. The Funds therefore discourage frequent purchase and redemptions by shareholders and do not make any effort to accommodate this practice. Such risks generally do not apply to the Government Money Market Fund which attempts to maintain a stable net asset value. To protect against frequent or excessive short-term trading, the Board of Trustees of Weitz Funds has adopted policies and procedures that are intended to permit the Funds to curtail such activity by shareholders. At the present time we do not impose limits on the frequency of purchases and redemptions, nor does it limit the number of exchanges into any of the Funds based upon the determination by the Board of Trustees that due to the nature of the Funds’ investment objectives, they are generally subject to minimal risks of frequent trading. We reserve the right, however, to impose certain limitations at any time with respect to trading in shares of the Funds, including suspending or terminating trading privileges in Fund shares, for any investor whom we believe has a history of abusive trading or whose trading, in our judgment, has been or may be disruptive to the Funds. It may not be feasible for us to prevent or detect every potential instance of abusive or excessive short-term trading.

Pricing of Shares

Each Fund’s net asset value per share is determined once each day generally as of the close of trading on the NYSE (ordinarily 3:00 p.m. Central Time) on days on which the NYSE is open for business. Currently the NYSE and Weitz Funds are closed for business on the following holidays (or on the nearest Monday or Friday if the holiday falls on a weekend):

•  
New Year’s Day
•  
Independence Day

•  
Martin Luther King, Jr. Day
•  
Labor Day

•  
Presidents’ Day
•  
Thanksgiving
 
•  
Good Friday
•  
Christmas
 
•  
Memorial Day
 
 
The net asset value of the Value, Partners Value, Partners III, Hickory, Balanced, Short-Intermediate Income and Nebraska Funds is generally based on the market value of the securities in the respective Fund. If market values are not readily available or are deemed to be unreliable, such as with respect to restricted securities, private placements or other types of illiquid securities, the securities will be valued using valuation procedures approved by Weitz Funds’ Board of Trustees. These valuation procedures permit the Board to establish values for such securities based upon a good faith estimation of the fair market value of the subject security. As a result of relying on these valuation procedures, Weitz Funds may, therefore, utilize a valuation for a given security that is different from the value actually realized upon the eventual sale of the security.

The securities in the Government Money Market Fund are valued on an amortized-cost basis. Under this method of valuation, each security is initially valued at its acquisition cost, and thereafter, amortization of any discount or premium is assumed each day, regardless of the impact of fluctuating interest rates on the market value of the security. Weitz & Co. believes that under most conditions it will be possible to maintain the net asset value of the Government Money Market Fund at $1.00 per share. Periodic calculations are made to compare the value of the securities the Government Money Market Fund owns valued at amortized cost with the market values of such securities. If a deviation of ½ of 1% or more were to occur between the net asset value calculated by reference to market values and the Government Money Market Fund’s per share net asset value, or if there were any other deviation that the Board of Trustees believed would result in a material dilution to shareholders, the Board of Trustees would promptly consider what action, if any, should be initiated.

Distributions and Taxes

Shareholder Distributions

You will receive distributions from the Funds which are your share of a Fund’s net income and gain on its investments. Each Fund passes substantially all of its earnings along to its shareholders in the form of distributions. Distributions for the Value, Partners Value, Partners III, Hickory and Balanced Funds are generally paid in June and December of each year. Distributions for the Short-Intermediate Income and Nebraska Funds are generally paid quarterly. The Government Money Market Fund declares dividends each business day. Dividends in the Government Money Market Fund are accrued to your account each business day and reinvested or distributed in cash within five days of the last business day of the month.

You will receive your distributions from a Fund in additional shares of the Fund unless you choose to receive your distributions in cash. If you wish to change your instructions, you may notify us in writing, through the Account Access feature on our website or by calling Client Services at 402-391-1980 or 800-304-9745. If an account has multiple owners, we may rely on the
 
 
 
47

 
 
instructions of any one account owner. Cash payment of distributions, if requested, will generally be mailed within five business days of the date such distributions are paid. If you have elected to receive distributions in cash and your check is returned as undeliverable, you will not receive interest on amounts represented by the uncashed check.

If the Post Office cannot deliver your check, or if your check remains uncashed for six months, we reserve the right to reinvest your distribution proceeds in your account at the then current net asset value.

Taxation of Distributions

A Fund generally will not have to pay income tax on amounts it distributes to shareholders, although distributions paid to shareholders by a Fund are taxable to most investors (unless your investment is in an IRA or other tax-advantaged account or the distribution is derived from tax-exempt income and is designated as an “exempt-interest dividend”). Distributions are taxable regardless of how long you have owned shares of a Fund and whether your distributions are reinvested in shares of a Fund or paid to you in cash. Distributions that are derived from net long-term capital gains from the sale of securities a Fund owned for more than one year generally will be taxed as long-term capital gains. All other distributions, including short-term capital gains, generally will be taxed as ordinary income, except for qualifying dividends, as described below.

With respect to the Nebraska Fund, dividends paid to shareholders of the Nebraska Fund and derived from municipal bond interest are expected to be designated by the Nebraska Fund as “exempt-interest dividends” and shareholders may generally exclude such dividends from gross income for federal income tax purposes. The federal tax exemption for “exempt-interest dividends” from municipal bonds does not necessarily result in the exemption of such dividends from state and local taxes although the Nebraska Fund intends to arrange its affairs so that a substantial portion of such distributions will be exempt from Nebraska personal income tax. If the Nebraska Fund invests in “private activity bonds,” certain shareholders may become subject to alternative minimum tax on the part of the Nebraska Fund’s distributions derived from interest on such bonds. In addition, a portion of the Nebraska Fund’s dividends may be taxable as ordinary income as a result of federal tax rules.

Early each calendar year we will send you the information you will need to report on your tax return regarding the amount and type of distributions you may have received in the previous year.

The current tax law generally provides for a maximum tax rate for individual taxpayers of 15% on long-term capital gains and from certain qualifying dividends. These rate reductions do not apply to corporate taxpayers. The following are guidelines for how certain distributions by Weitz Funds are generally taxed to individual taxpayers:

•  
Distributions of earnings from qualifying dividends and qualifying long-term capital gains will be taxed at a maximum rate of 15%.

•  
Note that distributions of earnings from dividends paid by certain “qualified foreign corporations” can also qualify for the lower tax rates on qualifying dividends.

•  
A shareholder will also have to satisfy a 61-day holding period with respect to any distributions of qualifying dividends in order to obtain the benefit of the lower tax rate.

•  
Distributions of earnings from non-qualifying dividends, interest income, other types of ordinary income and short-term capital gains will be taxed at the ordinary income tax rate applicable to the taxpayer.

•  
The reduced rates on long-term capital gains and qualifying dividends are scheduled to expire after 2010.

•  
The long-term capital gains rate is 0% for taxpayers in the 10 or 15 percent tax bracket.

Taxation of Sales and Exchanges

If you sell shares of a Fund or exchange shares of a Fund for shares of another Fund in Weitz Funds family of Funds, you will be taxed on the amount of any gain, unless your investment is held in a tax-deferred account. The gain or loss will generally be determined by subtracting your tax basis in the shares from the redemption proceeds or the value of shares received. Your tax basis will depend on the original purchase price you paid and the price at which any distributions may have been reinvested. The gain or loss will generally be capital gain or loss and will be long-term capital gain or loss if you hold your shares for more than one year. If you sell shares held for less than six months that you have received a capital gains distribution with respect to, any loss on the sale of such shares will be a long-term capital loss to the extent of such capital gains distribution. You should keep your annual account statements so that you or your tax advisor will be able to properly determine the amount of any taxable gain.

 
Backup Withholding

Federal law requires the Funds to withhold a portion of distributions and/or proceeds from redemptions if you have failed to provide a correct tax identification number or to certify that you are not subject to backup withholding or if the Fund has been
 
 
 
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notified by the IRS that you are subject to backup withholding. These certifications must be made on your application or on Form W-9, which may be requested by calling 402-391-1980 or 800-304-9745.

This section relates only to federal income tax; the consequences under other tax laws may differ. Shareholders should consult their tax advisers as to the possible application of foreign, state and local income tax laws to Fund dividends and capital distributions.

Please see the Statement of Additional Information for additional information regarding the tax aspects of investing in Weitz Funds.

Buying Shares Prior to a Distribution

You should consider the tax implications of buying shares of the Value, Partners Value, Partners III, Hickory, Balanced, Short-Intermediate Income or Nebraska Funds immediately prior to a distribution. If you purchase shares shortly before the record date for a distribution, you will pay a price for such shares that include the value of the anticipated distribution and you will be taxed on the distribution when it is received even though the distribution represents a return of a portion of the purchase price.

Additional Information

Code of Ethics

Weitz Funds, Weitz & Co. and Weitz Securities, Inc. have each adopted a written Code of Ethics which, among other things:

•  
Requires all employees to obtain preclearance before executing any personal securities transactions;

•  
Requires all employees to report their personal securities transactions at the end of each quarter;

•  
Requires all employees to report their personal securities holdings annually;

•  
Restricts all employees from executing personal trades in a security within seven days before or after trades in that security are made for client accounts;

•  
Prohibits employees from profiting from the purchase and sale (or sale and purchase) of the same security within a period of 60 days from the original sale or purchase, as the case may be, of such security; and

•  
Prohibits market-timing the Funds and/or front-running client transactions or trading in the Funds on the basis of material non-public information.

Weitz Funds’ Board of Trustees reviews the administration of the Code of Ethics annually and may impose penalties for violations of the Code. Weitz Funds’ Code of Ethics is on public file with and available from the Securities and Exchange Commission.

Fund Custodian

Wells Fargo Bank Minnesota, National Association, Sixth and Marquette, Minneapolis, Minnesota 55479-0001, is the custodian for Weitz Funds.

Fund Sub-Transfer Agent

Boston Financial Data Services, 330 W. 9th Street, Kansas City, Missouri 64105 is the sub-transfer agent for Weitz Funds.

Independent Registered Public Accounting Firm

Ernst & Young, LLP, 1900 Scripps Center, 312 Walnut Street, Cincinnati, Ohio 45202, is the independent registered public accounting firm for Weitz Funds.

Fund Legal Counsel

Dechert, LLP, 1775 I Street N.W., Washington, DC 20006-2401 serves as legal counsel to Weitz Funds.
 
 
 
 
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 FINANCIAL HIGHLIGHTS

The Financial Highlights are intended to help you understand the financial performance of each Fund for the past five years or for a shorter period if a Fund has a shorter operating history. Certain information reflects financial results for a single fund share. The total returns in the tables represent the rate that an investor would have earned on an investment in each Fund (assuming the reinvestment of all dividends and distributions). The information presented in the financial highlights tables for the five fiscal years in the period ended March 31, 2010, was audited by Ernst & Young, LLP, independent registered public accounting firm, whose reports, along with the Funds’ financial statements, are included in the Funds’ annual reports which are available upon request.

Value Fund FiHi
 
 
 
 
50

 
 

FINANCIAL HIGHLIGHTS


 
Partners Value Fund FiHi
 

 
 
51

 
 
 
FINANCIAL HIGHLIGHTS
 

Partners III Opportunity Fund FiHi
 


*   Annualized
†   Not annualized
   (a)  Fund commenced operations on December 30, 2005.
   (b)  Absent expenses assumed by the Adviser, the annualized expense ratio would have been 1.56% for the period ended March 31, 2006.
   (c)  Included in the expense ratio is 0.26%, 0.12%, 0.07%, 0.14% and 0.12% related to interest expense and 0.30%, 0.47%, 0.29%, 0.22% and 0.20% related to dividend expense on securities sold short for the periods ended March 31, 2010, 2009, 2008, 2007 and 2006, respectively.
 
 
 
 
52

 
 

FINANCIAL HIGHLIGHTS

Hickory Fund FiHi
 
 
 
53

 
 

FINANCIAL HIGHLIGHTS

Balanced Fund FiHi
 
 
 
 
54

 
 

FINANCIAL HIGHLIGHTS


Short-Intermediate Fund FiHi
 
 
 
 
55

 
 

FINANCIAL HIGHLIGHTS
 

Nebraska Fund FiHi


*   Annualized
†   Not annualized
#   Amount less than $0.01
   (a)  Fund commenced operations on December 29, 2006
   (b) Absent expenses assumed by the Adviser, the annualized expense ratio would have been 0.76%, 0.78%, 0.80% and 1.02%
         for the periods ended March 31, 2010, 2009, 2008 and 2007, respectively.
 
 
 
 
56

 
 

 FINANCIAL HIGHLIGHTS
 
 
Government Money Market FiHi

 

      #   Amount less than $0.001
    (a)   Absent expenses assumed by the Adviser, the expense ratio would have been 0.76%, 0.75%, 0.71%, 0.78%
           and 0.89% for the years ended March 31, 2010, 2009, 2008, 2007 and 2006, respectively.
 
 
 
 
57

 
 
 
Additional Information Is Available

The Statement of Additional Information (SAI) provides more detailed information about the Funds and their policies. The SAI, which has been filed with the Securities and Exchange Commission, is incorporated by reference. Additional information about each Fund’s investments is available in the Funds’ Annual, Semi-Annual and Quarterly Reports. In the Funds’ Annual Reports, you will find a discussion of the market conditions and investment strategies that significantly affected each Fund’s performance during its last fiscal year. The SAI and reports are available without charge, upon request, and are also available at weitzfunds.com.

You may request information, make inquiries, or find additional information about the Funds as follows:

By telephone:
 
•     On the Internet:
 
800-304-9745
 
 Weitz Funds
     
 http://www.weitzfunds.com
By mail:
 
             SEC
 
Weitz Funds
 
 http://www.sec.gov
 
One Pacific Place
   
 
1125 South 103rd Street
   
 
Suite 200
   
 
Omaha, Nebraska 68124-1071
 
   
NASDAQ Symbols :
   
 
Value
WVALX
 
Partners Value
WPVLX
 
Partners III Opportunity
WPOPX
 
Hickory
WEHIX
 
Balanced
WBALX
 
Short-Intermediate Income
WEFIX
 
Nebraska Tax-Free Income
WNTFX
 
Government Money Market
WGMXX

Information about the Funds (including the SAI) can be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 202-551-8090 or 800-SEC-0330 or by submitting an e-mail request to: publicinfo@sec.gov. Reports and other information about the Funds are available from the EDGAR Database on the SEC’s Internet Site at http://www.sec.gov. Copies of such information can also be obtained by sending your request and a duplicating fee to the SEC’s Public Reference Section, Washington, D.C. 20549-0102.

SEC File Number: 811-21410

 
 
 
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