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UNITED STATED
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/ Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-
6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-12
WEITZ PARTNERS INC
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
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2) Aggregate number of securities to which transaction applies:
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3) Per unite price or other underlying value of transaction computed
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
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paid previously. Identify the previous filing by registration statement
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WEITZ PARTNERS, INC.
PARTNERS VALUE FUND
SUITE 600
1125 SOUTH 103 STREET
OMAHA, NE 68124-6008
January __, 2004
Dear Shareholder:
Please find enclosed proxy information for a special meeting of
shareholders of the Partners Value Fund (the "Fund"), a separate investment
series of Weitz Partners, Inc., to be held on March 5, 2004. The purpose of the
meeting is to seek approval of a Proposed Agreement and Plan of Reorganization
pursuant to which the Fund would be reorganized as a separate series of The
Weitz Funds, a Delaware statutory trust. You will also be asked to approve
revisions to the Fund's fundamental investment restrictions to update them in
accordance with current legal requirements.
Federal and state laws governing mutual fund structures have changed over
the 15 years since we started the our first mutual fund in 1986. As the rules
evolved and we opened new funds, we tried to choose the simplest and most
efficient form available at the time in order to streamline our operations and
minimize costs for shareholders. As a result, we have six funds, domiciled in
three different states, each having slightly different fundamental investment
restrictions that conformed to the regulatory order of the day when they were
created.
As we worked with legal counsel on forming our newest offering, the
Balanced Fund (which opened October 1), it became clear that organizing the new
fund as a Delaware statutory trust provided the most efficient and flexible
organizational structure. It also became clear that reorganizing the existing
funds as a part of the new trust would have certain advantages and efficiencies.
The Fund is required to have certain investment restrictions that are
"fundamental" - that is, they can't be changed without shareholder approval.
Many of those restrictions reflect regulatory, business or industry conditions,
practices or requirements that are no longer required. As a part of this
streamlining process, we feel it is important and in the best interest of
shareholders to modernize these restrictions. You should know that these changes
will not change the way the Fund is managed.
The process of combining the funds into one "family" and of making the
investment restrictions consistent with current legal requirements is a lot of
work and means preparing a huge proxy document-I apologize for the heft of the
materials-but we think the consolidation will lead to greater operational
efficiencies that should benefit shareholders over the years and the
modernization of investment restrictions will provide more flexibility.
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While we encourage you to read the full proxy, please note the following:
- THE REORGANIZATION WILL NOT RESULT IN ANY CHANGE IN THE NAME,
INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT STRATEGY, INVESTMENT
ADVISER, PORTFOLIO MANAGERS OR INDEPENDENT ACCOUNTANTS OF THE FUND.
- WE THINK THIS REORGANIZATION OFFERS THE FUND THE OPPORTUNITY TO
OBTAIN GREATER OPERATING EFFICIENCIES, WHICH SHOULD BENEFIT ALL
SHAREHOLDERS.
- THE REVISIONS TO THE FUNDAMENTAL INVESTMENT RESTRICTIONS WILL
INCREASE THE FUND'S INVESTMENT FLEXIBILITY BY SIMPLIFYING AND
MODERNIZING THE RESTRICTIONS TO CONFORM WITH CHANGES IN APPLICABLE
LAW.
- THE BOARD OF DIRECTORS OF WEITZ PARTNERS, INC. HAS UNANIMOUSLY
RECOMMENDED THE REORGANIZATION TO SHAREHOLDERS.
Weitz Partners, Inc. is an investment company organized as a Nebraska
corporation. After the completion of the Reorganization, the Fund would become a
series of The Weitz Funds, a Delaware statutory trust (the "New Trust"). The New
Trust currently has one series, the Weitz Balanced Fund.
Your vote is important. Please review this proxy statement and sign and
return each proxy card you have received today. If you have questions regarding
any of the proposals or need assistance in completing your proxy card, please
contact Georgeson Shareholder Communications, Inc. ("GS"), a professional proxy
solicitation firm, toll-free at 1-866-861-2571. As the meeting date approaches
and we have still not received your executed ballot, you may receive a call from
GS reminding you to vote your shares.
The purpose of the shareholder meeting on March 5 will be solely to conduct
the official business outlined above. Our regular annual shareholder information
meeting will be held on May 25, 2004 at the Scott Conference Center, at which
time we will discuss the Fund and answer your investment questions.
Sincerely,
Wallace R. Weitz
President
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WEITZ PARTNERS, INC.
PARTNERS VALUE FUND
SUITE 600
1125 SOUTH 103 STREET
OMAHA, NE 68124-6008
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 5, 2004
To the Shareholders:
Weitz Partners, Inc. ("Weitz Partners"), a Nebraska corporation, will hold
a special meeting of the shareholders ("Special Meeting") of the Partners Value
Fund, a series of Weitz Partners (the "Fund"), at the Omaha Marriott, 10220
Regency Circle, Omaha, Nebraska 68114 on March 5, 2004 at 9:00 a.m., Central
Time, for the following purposes:
PROPOSAL 1 - To approve a proposed Agreement and Plan of Reorganization, in the
form set forth in Exhibit A to the attached Proxy Statement, pursuant to
which the Fund would be reorganized as separate series of The Weitz Funds,
a Delaware statutory trust ("New Trust").
PROPOSAL 2 - To approve revisions to the Fund's fundamental investment
restrictions.
OTHER - To consider and act upon any other business as may properly come before
the Special Meeting and any adjournments thereof.
You are entitled to vote at the Special Meeting and any adjournment(s) if
you owned shares of the Fund at the close of business on January 5, 2004.
Whether or not you plan to attend the Special Meeting in person, please
vote your shares.
Please read the enclosed proxy statement carefully before you vote.
PLEASE RESPOND -- WE ASK THAT YOU VOTE PROMPTLY IN ORDER TO AVOID THE
ADDITIONAL EXPENSE OF FURTHER SOLICITATION.
YOUR VOTE IS IMPORTANT.
By Order of the Board of Directors of
Weitz Partners, Inc.
Mary K. Beerling
Secretary
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WEITZ PARTNERS, INC.
PARTNERS VALUE FUND
SUITE 600
1125 SOUTH 103 STREET
OMAHA, NE 68124-6008
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
This proxy statement is being furnished in connection with the solicitation
by the Board of Directors of Weitz Partners, Inc. ("Weitz Partners") of proxies
to be used at a special meeting of the shareholders ("Special Meeting") of the
Partners Value Fund, a series of the Weitz Partners Fund (the "Fund") to be held
at 9:00 a.m. Central Time on March 5, 2004 at the Omaha Marriott, 10220 Regency
Circle, Omaha, Nebraska 68114, and at any adjournment of the Special Meeting,
for the purposes set forth in the accompanying Notice of Special Meeting of
Shareholders ("Notice"). The primary purpose of the Meeting is for shareholders
of the Fund, as set forth in the attached Notice, to consider and approve the
following proposals:
PROPOSAL
1. To approve a proposed Agreement and Plan of Reorganization, in the
form set forth in Exhibit A to the Proxy Statement, pursuant to which
the Fund would be reorganized as a separate series of The Weitz Funds,
a Delaware statutory trust ("New Trust").
2. To approve revisions to the Fund's fundamental investment
restrictions.
Shareholders of record of the Fund at the close of business on January 5,
2004 (the "Record Date") will be entitled to vote at the Special Meeting or at
any postponements or adjournments thereof. The date of the first mailing of this
Proxy Statement and form of proxy will be on or about January __, 2004.
Only shareholders of record of the Fund at the close of business on the
Record Date will be entitled to notice of and to vote at the Special Meeting.
Shares represented by proxies, unless previously revoked, will be voted at the
Special Meeting in accordance with the instructions of the shareholders. If no
instructions are given, the proxies will be voted in favor of the proposals. To
revoke a proxy, the shareholder giving such proxy must either submit to the
Weitz Partners Fund a subsequently dated proxy, deliver to Weitz Partners Fund a
written notice of revocation or otherwise give notice of revocation in open
meeting, in all cases prior to the exercise of the authority granted in the
proxy.
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The presence in person or by proxy of the holders of record of a majority
of the outstanding shares of the Fund shall constitute a quorum at the Special
Meeting, permitting action to be taken with respect to the Fund. In the event
that sufficient votes are not received by the date of the Special Meeting, a
person named as proxy may propose one or more adjournments of the Special
Meeting for a reasonable period or periods to permit further solicitation of
proxies. The persons named as proxies will vote in favor of such adjournment
those proxies which they are entitled to vote in favor of the proposal and will
vote against any such adjournment those proxies required to be voted against the
proposal.
If a shareholder wishes to participate in the Special Meeting the
shareholder may submit the proxy form included with this Proxy Statement or
attend the Special Meeting in person.
The most recent annual report of the Fund, including financial statements,
for the year ended March 31, 2003, and the most recent semi-annual report for
the semi-annual period ended September 30, 2003, have been mailed previously to
shareholders. If you have not received these reports or would like to receive
additional copies free of charge, please contact the Fund at the address set
forth on the first page of this proxy statement or by calling 1 (800) 304-9745,
and they will be sent within three business days by first class mail.
SUMMARY OF PROPOSALS
While you should read the full text of the Proxy Statement, here is a brief
summary of the proposals and how they will affect the Fund and its shareholders.
WHAT ARE SHAREHOLDERS BEING ASKED TO APPROVE?
Shareholders of the Fund are asked to consider a proposed Agreement and
Plan of Reorganization, which includes: (a) the transfer of all assets of the
Fund, the sole series of Weitz Partners, to a corresponding series of the same
name (the "New Fund") of The Weitz Funds, a recently formed Delaware statutory
trust (the "New Trust"), and the assumption by the New Fund of the liabilities
of the Fund, in exchange for shares of the New Fund, and (b) the distribution to
shareholders of the Fund of the shares of the New Fund (the "Reorganization"). A
form of the Agreement and Plan of Reorganization is attached as Exhibit A (the
"Reorganization Plan").
Because the Reorganization Plan calls for the Fund, as sole shareholder of
the New Fund prior to shares of the New Fund being distributed to the Fund's
shareholders, to vote on certain issues regarding the operations of the New
Trust, shareholders of the Fund, in approving the proposed Reorganization, will
essentially be approving that the Fund vote in the affirmative on the following
issues: (i) the election of trustees for the New Trust, (ii) the approval of an
advisory agreement for the New Fund that is essentially the same as the current
advisory agreement for the Fund, and (iii) the ratification of the existing
independent auditors of the Fund for the New Trust's upcoming fiscal year.
Shareholders of the Fund are not being asked to separately vote on these issues.
More information on each of these items is discussed below.
Shareholders of the Fund are also being asked to consider proposed
revisions to the Fund's fundamental investment restrictions. The purpose of the
revisions is to simplify and modernize the investment restrictions of the Fund
to conform with current provisions of applicable law.
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WHY HAS THE REORGANIZATION BEEN PROPOSED?
The Board of Directors has determined that this Reorganization offers the
Fund the opportunity to obtain greater operating efficiencies, which should
benefit all shareholders of the Fund.
WHAT EFFECT WILL THE REORGANIZATION HAVE ON THE FUND AND ITS SHAREHOLDERS?
Immediately after the Reorganization each shareholder will own the same
number of shares of the New Fund as the number of Fund shares owned by the
shareholder on the closing of the Reorganization. As a result of the
Reorganization, shareholders of Weitz Partners, a Nebraska corporation, will
become shareholders of the New Fund, a series of a Delaware statutory trust.
THE REORGANIZATION WILL NOT RESULT IN ANY CHANGE IN THE NAME, INVESTMENT
OBJECTIVE OR PRINCIPAL INVESTMENT STRATEGY, INVESTMENT ADVISER, PORTFOLIO
MANAGERS, OR INDEPENDENT ACCOUNTANTS OF THE FUND. THE NEW FUND WILL OFFER THE
SAME SHAREHOLDER SERVICES AS THE FUND.
WHAT WILL BE THE FEDERAL INCOME TAX CONSEQUENCES OF THE REORGANIZATION?
As a condition to the Fund's obligation to consummate the Reorganization,
Weitz Partners and the New Trust will receive an opinion from legal counsel to
the Fund to the effect that, on the basis of the existing provisions of the
Internal Revenue Code of 1986, as amended, (the "Code"), current administrative
rules and court decisions, the transactions contemplated by the Reorganization
Plan constitute a tax-free reorganization for federal income tax purposes.
WHY ARE THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTIONS BEING CHANGED?
The Fund's current investment restrictions were originally adopted to
comply with the requirements of both applicable federal and state law. Under a
federal law enacted in 1996, state requirements are no longer applicable to
federally registered investment companies such as Weitz Partners. We believe
that it is advisable to revise the Fund's fundamental investment restrictions to
eliminate restrictions that are no longer required by applicable law.
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PROPOSAL 1
APPROVAL OF AN AGREEMENT AND PLAN OF REORGANIZATION FOR
WEITZ PARTNERS, INC.
At a meeting of the Directors of Weitz Partners held on November 6, 2003,
the Directors approved the Reorganization Plan substantially in the form
attached to this Proxy Statement as Exhibit A. For the reasons set forth below
under "REASONS FOR THE PROPOSED REORGANIZATION," the Directors of Weitz
Partners, including the Directors who are not "interested persons" as that term
is defined in the federal securities laws ("Independent Directors"), have
unanimously determined that the Reorganization is in the best interests of the
shareholders of the Fund and that the interests of those shareholders will not
be diluted as a result of the Reorganization.
We now submit to shareholders of the Fund a proposal to approve the
Reorganization Plan. If shareholders approve the proposal, the Directors and
Officers of Weitz Partners will execute and implement the Reorganization Plan.
If approved, we expect the Reorganization to take effect on or about April 1,
2004, although that date may be adjusted in accordance with the Reorganization
Plan.
SUMMARY OF THE REORGANIZATION PLAN AND AGREEMENT
We summarize below the important terms of the Reorganization Plan. This
summary is qualified in its entirety by reference to the Reorganization Plan
itself, which is set forth in Exhibit A to this Proxy Statement. All information
regarding the New Trust, its operations and the various agreements between the
New Trust and its several service providers have been supplied by Wallace R.
Weitz & Company ("Weitz & Co."), and neither Weitz Partners nor any of its
Directors or officers has independently verified the accuracy of such
information.
GENERAL PLAN OF REORGANIZATION. The Reorganization Plan consists of several
steps that will occur on the Closing Date following shareholder approval. First,
the Fund will transfer all of its assets to the New Fund of the New Trust in
exchange solely for all of the shares of the corresponding New Fund having an
aggregate net asset value equal to the net asset value of the Fund. The New Fund
will also assume all of the liabilities of the Fund. The Fund, as sole
shareholder of the New Fund, will make certain elections, approvals and
ratifications as set forth below. Immediately thereafter, the Fund will
liquidate and distribute shares of the New Fund to its shareholders in exchange
for their shares of the Fund. This will be accomplished by opening an account on
the books of the New Fund in the name of each shareholder of record of the Fund
and by crediting to each account the shares due in the Reorganization. Every
shareholder will own the same number of shares of the New Fund as the number of
shares held by the shareholder in the Fund immediately before the
Reorganization. For example, if you held 100 shares of the Fund immediately
prior to the close of the New York Stock Exchange on the Closing Date, those
shares would be canceled and you would receive 100 shares of the New Fund of the
same name and representing the same net asset value. All of these transactions
would occur as of the Closing Date. The net asset value of your investment
immediately after the Reorganization will be the same as it was immediately
prior to the Reorganization.
ELECTIONS, APPROVALS AND RATIFICATIONS. The Investment Company Act of 1940,
as amended ("1940 Act"), generally requires that shareholders of a mutual fund
elect the fund's directors, approve the fund's investment advisory agreement and
ratify the directors selection of the
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independent accountant for the fund. These requirements apply to new mutual
funds, including the New Fund. If shareholders approve the proposed
Reorganization, they will also be:
- authorizing the approval of a new Investment Advisory Agreement with
Weitz & Co.;
- authorizing election of Trustees of the New Trust; and
- ratifying the selection of PricewaterhouseCoopers LLP as the
independent accountants for the New Fund.
Technically, these elections, approvals and ratifications will be
accomplished by a vote of the Fund, as sole shareholder of the New Fund prior to
the effective date of the Reorganization. In general, there will be no
substantive changes in those areas noted above from the Fund.
Information regarding each of these matters is included in this Proxy
Statement, including information about the individuals proposed to serve as
Trustees of the New Fund, which may be found in the section entitled,
"INFORMATION REGARDING THE PROPOSED TRUSTEES."
CLOSING DATE. It is currently anticipated that the closing of the
Reorganization will occur on or about April 1, 2004.
OTHER PROVISIONS. The Reorganization is subject to a number of conditions
set forth in the Reorganization Plan. Certain of these conditions may be waived
by the Board of Directors. The significant conditions that may not be waived
include: (a) the receipt by Weitz Partners and the New Trust of an opinion of
counsel as to certain federal income tax aspects of the Reorganization and (b)
the approval of the Reorganization Plan by the shareholders of the Fund. The
Reorganization Plan may be terminated and the Reorganization abandoned at any
time, before or after approval by the shareholders of the Fund prior to the
Closing Date, by the Board of Directors. In addition, the Reorganization Plan
may be amended by the Board of Directors. However, the Reorganization Plan may
not be amended subsequent to the shareholder meeting in a manner that would
change the method for determining the number of shares to be issued to
shareholders of the existing Fund without shareholder approval.
REASONS FOR THE PROPOSED REORGANIZATION
The Board of Directors of Weitz Partners, including the Independent
Directors, unanimously approved the Reorganization Plan at a meeting held on
November 6, 2003. In approving the Reorganization, the Directors determined that
the proposed Reorganization would be in the best interests of the Fund, and that
the interests of the Fund's shareholders would not be diluted as a result of
effecting the Reorganization. We summarize below the key factors considered by
the Directors:
- Weitz & Co. informed the Directors that it believes that by
establishing the New Trust, the New Fund should be able to realize
greater operating efficiencies.
- The Directors considered that the investment objective and policies of
the Fund are identical to those of the New Fund, and the New Fund
would be managed by the same personnel and in accordance with the same
investment strategies and
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techniques utilized in the management of the Fund immediately prior to
the Reorganization.
- In recent years, many mutual funds have reorganized as Delaware
statutory trusts. Weitz & Co. has informed the Directors that it
believes that the proposed Delaware statutory trust form provides the
most flexible and cost efficient method of providing different
investment vehicles to present and prospective shareholders.
CERTAIN COMPARATIVE INFORMATION ABOUT WEITZ PARTNERS AND THE NEW TRUST
CONTINUATION OF SHAREHOLDER ACCOUNTS AND PLANS. Weitz & Co., as Weitz
Partner's and the New Trust's transfer agent, will establish accounts for all
current Fund shareholders containing the appropriate number of New Fund shares
to be received by that shareholder in accordance with the terms and provisions
of the Reorganization Plan. These accounts will be identical in all material
respects to the accounts currently maintained by the Fund on behalf of its
shareholders.
COMPARATIVE INFORMATION ON SHAREHOLDER SERVICES. The New Fund will offer
the same shareholder services as the Fund, including the Automatic Investment
Account Option, certain telephone redemptions and exchanges with other funds in
the Weitz Funds family of funds.
Shares of the New Fund may be redeemed at a redemption price equal to the
net asset value of the shares as next determined following the receipt of a
redemption order and any other required documentation in proper form. Payment of
redemption proceeds for redeemed New Fund shares will generally be made within
seven days after receipt of a redemption request in proper form and
documentation.
DIVIDENDS AND DISTRIBUTIONS. The New Fund will have the same dividend and
distribution policy as the Fund. After the closing of the Reorganization, Fund
shareholders who currently have dividends reinvested will continue to have
dividends reinvested in the New Fund. Shareholders who currently have capital
gains reinvested will continue to have capital gains reinvested in the New Fund.
FISCAL YEAR. The Fund currently operates on a fiscal year ending March 31.
The New Funds will operate on the same fiscal year.
GOVERNING INSTRUMENTS OF WEITZ PARTNERS AND THE NEW TRUST
The following is a summary of certain differences between and among the
Articles of Incorporation and By-laws of Weitz Partners and the Declaration of
Trust and By-laws of the New Trust. It is not a complete list of the
differences. Shareholders should refer to the provisions of these documents and
state law directly for a more thorough comparison. Copies of the Articles of
Incorporation and By-laws of Weitz Partners and of the Declaration of Trust and
By-laws of the New Trust are available to shareholders without charge upon
written request.
GENERAL. Weitz Partners was organized as a Nebraska corporation on July 2,
1993. As a Nebraska corporation, Weitz Partner's operations are currently
governed by its Articles of Incorporation ("Nebraska Charter"), By-Laws and
applicable Federal and Nebraska law. The New Trust was organized as a Delaware
statutory trust on August 4, 2003. As a Delaware statutory trust,
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the New Trust's operations are governed by a Declaration of Trust (the "Delaware
Trust Instrument"), By-Laws and applicable Federal and Delaware law.
Under the Delaware Trust Instrument and By-Laws, the Trustees of the New
Trust will have more flexibility than Directors of Weitz Partners and, subject
to applicable requirements of the 1940 Act and Delaware law, broader authority
to act. The increased flexibility may allow the Directors to react more quickly
to changes in competitive and regulatory conditions and, as a consequence, may
allow Weitz Partners to operate in a more efficient and economical manner. The
Director's existing fiduciary obligations to act with due care and in the
interest of shareholders will not be affected by the Reorganization.
TERM OF OFFICE. Under the Nebraska Charter and the Bylaws, a person serving
as a Director holds office until the next meeting of shareholders, until a
successor is elected, or until the person dies, resigns or is removed from
office. Under the Delaware Trust Instrument a Trustee will continue to serve for
an indefinite period of time or until his or her successor is elected and
qualified, the Trust terminates or the person dies, resigns, or is removed. The
Delaware Trust Instrument also provides that a Trustee may be removed at any
meeting of shareholders by a vote of two-thirds of the outstanding shares of the
New Trust or by the unanimous vote of the Trustees. The Nebraska Charter also
provides that any Director may generally be removed by the affirmative vote of
the holders of a majority of the outstanding shares.
LIABILITY OF TRUSTEES AND OFFICERS. A Director of Weitz Partners and a
Trustee of the New Trust will be personally liable only for his or her own
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of their office. Under the Nebraska Charter, no
indemnifications by Weitz Partners are made unless they are consistent with
guidelines of the Securities and Exchange Commission ("SEC") set forth in
releases regarding indemnification under Section 17(h) of the 1940 Act. Such
Releases prohibit indemnification in cases involving willful misfeasance, bad
faith, gross negligence and reckless disregard of duty and establish procedures
for the determination of entitlement to indemnification and expense advances.
Under the Delaware Trust Instrument, Trustees are indemnified by the New Trust
for expenses of litigation against them unless it is determined that his or her
conduct constitutes willful misfeasance, bad faith, gross negligence or reckless
disregard of his or her duties. Further, such indemnification extends to any
person who is or was an employee or other agent of the New Trust or who is or
was serving at the request of the New Trust as a trustee, director, officer,
employee or agent of another organization in which the New Trust has any
interest as a shareholder, creditor or otherwise.
SHAREHOLDER LIABILITY. Delaware law provides that shareholders are not
liable for the obligations of a Delaware statutory trust. Under Nebraska law,
there is no equivalent statutory limitation of shareholder liability.
SHAREHOLDER VOTING. The voting rights of shareholders of the New Trust and
of Weitz Partners are based on the number of shares the shareholder owns. Each
holder of a share of a Fund is entitled to one vote for each whole share and a
proportionate fractional vote for each fractional share.
SHAREHOLDER MEETINGS. The New Trust and Weitz Partners are not required to
hold annual shareholder meetings. Under both governing instruments, shareholders
owning at least 10% of the outstanding shares of a Fund may call a special
meeting for any purpose.
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REORGANIZATION/COMBINATION TRANSACTIONS. Under the Delaware Trust
Instrument, the Trustees may generally authorize mergers, consolidations, share
exchanges and reorganizations of a New Fund or the New Trust with another trust,
series or other business organization without shareholder approval, although
such approval may be separately required under the federal securities laws and
rules thereunder. Under the Nebraska Charter, a majority of the outstanding
shares of a Fund must approve any transfer of assets of one portfolio of the
Fund to another portfolio of the Fund.
AMENDMENT OF GOVERNING INSTRUMENT. Under the Delaware Trust Instrument, the
Trustees may generally restate, amend or otherwise supplement the Delaware Trust
Instrument without the approval of shareholders, subject to limited exceptions
(such as amendments affecting shareholders' voting rights). The Bylaws of Weitz
Partners may generally be amended by the affirmative vote of the majority of the
Board, subject to the majority vote of shareholders to change or repeal such
Bylaws.
THE INVESTMENT ADVISORY AGREEMENTS
The Reorganization Plan authorizes the Fund, while it is the sole
shareholder of the New Fund, to approve a new advisory agreement with Weitz &
Co. ("Adviser") for the New Fund (the "New Advisory Agreement") that is
substantially identical to the current advisory agreement between Weitz
Partners, on behalf of the Fund, and the Adviser (the "Current Advisory
Agreement"), as further detailed below.
Unless sooner terminated, the Fund's Current Advisory Agreement, and the
proposed New Advisory Agreement, continue in effect for an initial period of two
years and from year to year thereafter if such continuance is approved at least
annually by the Board or by vote of a majority of the outstanding shares of the
Fund, or the New Fund, as applicable, and a majority of the Board members who
are not parties to the Agreement or interested persons (as defined in the 1940
Act) of any party to the Agreement by votes cast in person at a meeting called
for such purpose. The Current Advisory Agreement and the New Advisory Agreement
is terminable at any time on 60 days' written notice without penalty by the
Board members, by vote of a majority of the outstanding shares of the Fund, or
the New Fund, as applicable, or by the Adviser. Each Agreement also terminates
automatically in the event of any assignment, as defined in the 1940 Act.
Both the Current Advisory Agreement and the New Advisory Agreement provide
that the Adviser shall not be liable for any error of judgment or mistake of law
or for any loss suffered by the Fund in connection with the performance of the
Agreement, except a loss resulting from a breach of fiduciary duty with respect
to the receipt of compensation for services or a loss resulting from willful
misfeasance, bad faith, or gross negligence on the part of the Adviser in the
performance of its duties, or from reckless disregard by the Adviser of its
duties and obligations thereunder. The Agreement also provides that nothing in
the Agreement will waive or limit any rights available under federal and state
securities laws and other laws that may impose liabilities under certain
circumstances on persons who act in good faith.
The Adviser currently acts as investment adviser to the Fund pursuant to a
Current Advisory Agreement dated February 4, 2003. The rate of advisory fees to
be paid to the Adviser under the New Advisory Agreement with respect to the New
Fund will be the same as under the Current Advisory Agreement for the Fund.
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Under the Current Advisory Agreement, the annual fee schedule for the Fund
is as follows
AVERAGE DAILY NET ASSET BREAK POINTS
<Table>
<Caption>
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%
</Table>
Weitz & Co. has voluntarily agreed to reimburse the Fund or to pay directly
a portion of the Fund's expenses to the extent of the advisory fee paid if
expenses, excluding taxes, interest and brokerage commission, exceed 1.50% of
the Fund's annual average daily net assets.
Investment advisory fees earned by the Adviser for services to the Fund for
the fiscal year ended March 31, 2003 totaled $24,634,770.
INFORMATION REGARDING THE PROPOSED TRUSTEES
In approving the Reorganization, you are voting in favor of the election of
each of the following nominees as a trustee of the New Trust to hold office
until the next meeting of shareholders at which trustees are elected or until
their resignation, removal or death. Each of the nominees presently serve as a
Director of Weitz Partners. Pursuant to Rule 14a-4(d) under the Securities
Exchange Act of 1934, each nominee has consented to be named in the Proxy
Statement and to serve if elected. It is not expected that any of the nominees
will decline or become unavailable for election, but in case this should happen,
the discretionary power given in the proxy may be used to vote for a substitute
nominee or nominees.
Each of the Trustee nominees, their ages, and principal occupations during
the past five years, are presented below.
<Table>
<Caption>
PROPOSED
POSITION WITH OTHER
THE NEW TRUST PRINCIPAL OCCUPATION NUMBER OF PORTFOLIOS IN DIRECTORSHIPS
NAME, AGE, AND AND TERM OF DURING THE FUND COMPLEX** TO BE HELD BY
ADDRESS OFFICE* PAST FIVE YEARS OVERSEEN BY NOMINEE NOMINEE
- ----------------------------------------------------------------------------------------------------------------------------
INDEPENDENT TRUSTEE NOMINEES
LORRAINE CHANG Trustee Partner, The Public 6 Portfolios None
Age: 52 Strategies Group
Suite 600 1999-Present;
1125 South 103 St. Independent Consultant
Omaha, NE 68124 1995-1999
JOHN W. HANCOCK Trustee Partner, Hancock & Dana 6 Portfolios None
Age: 56
Suite 600
1125 South 103 St.
Omaha, NE 68124
</Table>
9
<Page>
<Table>
RICHARD HOLLAND Trustee Retired 6 Portfolios None
Age: 82
Suite 600
1125 South 103 St.
Omaha, NE 68124
DELMER L. TOEBBEN Trustee Retired, 1999-Present; 6 Portfolios None
Age: 73 President, Curzon
Suite 600 Advertising and
1125 South 103 St. Displays Inc. 1977-1999
Omaha, NE 68124
INTERESTED TRUSTEE NOMINEES+
WALLACE R. WEITZ President, President, Wallace R. 6 Portfolios N/A
Age: 54 Treasurer, Weitz & Company, Weitz
Suite 600 Portfolio Partners, Inc., Weitz
1125 South 103 St. Manager, Series Fund, Inc.,
Omaha, NE 68124 Trustee The Weitz Funds
THOMAS R. PANSING Trustee Partner, Gaines, 6 Portfolios N/A
Age: 59 Pansing & Hogan
Suite 600
1125 South 103 St.
Omaha, NE 68124
</Table>
<Table>
<Caption>
NAME, AGE, PROPOSED POSITION WITH THE NEW TRUST PRINCIPAL OCCUPATION DURING THE
AND ADDRESS AND TERM OF OFFICE* PAST FIVE YEARS
- ------------------------------------------------------------------------------------------------------------------------------
OTHER OFFICERS WHO ARE NOT
ALSO TRUSTEE NOMINEES
MARY K. BEERLING Vice President and Secretary Vice President, Wallace R. Weitz & Company, Weitz
Age: 62 Series Fund, Inc., Weitz Partners, Inc., The Weitz
Suite 600 Funds
1125 South 103 St.
Omaha, NE 68124
LINDA L. LAWSON Vice President Vice President, Wallace R. Weitz & Company, Weitz
Age: 49 Series Fund, Inc., Weitz Partners, Inc., The Weitz
Suite 600 Funds
1125 South 103 St.
Omaha, NE 68124
</Table>
- ----------
* Trustees serve until his or her successor is elected and qualified or their
resignation, removal or death. Officers are elected annually by the
Trustees.
** As used in this Proxy Statement, "Fund Complex" includes the Trust's
existing series, Weitz Balanced Fund, the New Fund, and the four series of
Weitz Series Fund, Inc. which are also proposed to be reorganized as series
of the New Trust at the same time as the New Fund.
+ Mr. Weitz is a director and officer of Wallace R. Weitz & Company,
investment adviser to Weitz Series Fund and to the New Trust, and as such
is considered an "interested person" of Weitz Series Fund and the New
Trust, as that team is defined in the Investment Company Act (an
"interested trustee"). Mr. Pansing performs certain legal services for the
investment adviser, Weitz Series Fund and the New Trust and, therefore, is
also classified as an "interested trustee."
The foregoing individuals proposed to serve as Trustees of the New Trust
are subject to change. However, at all times a majority of the Board of Trustees
will be Independent Trustees,
10
<Page>
and the nomination of new or additional Independent Trustees will be placed
within the discretion of the then existing Independent Trustees.
OWNERSHIP OF SECURITIES
Because the New Fund has not yet commenced operations, there are no
outstanding New Fund shares. However, should the Reorganization be approved, the
Nominees and officers of the New Trust who own shares of the Fund will own
shares of the New Fund having the same net asset value on the Closing Date. For
the period ended November 30, 2003, the dollar range of equity securities owned
beneficially by each Nominee in the Fund and in any registered investment
companies overseen by the Director within the same family of investment
companies as the Fund is as follows:
<Table>
<Caption>
AGGREGATE DOLLAR RANGE OF EQUITY
SECURITIES IN ALL REGISTERED INVESTMENT
DOLLAR RANGE OF EQUITY COMPANIES OVERSEEN BY TRUSTEE IN
NAME OF TRUSTEE NOMINEE SECURITIES IN THE FUND FAMILY OF INVESTMENT COMPANIES
-------------------------------------------------------------------------------------------------
WALLACE R. WEITZ Over $ Over $
-------------------------------------------------------------------------------------------------
THOMAS R. PANSING None Over $
-------------------------------------------------------------------------------------------------
LORRAINE CHANG Over $ Over $
-------------------------------------------------------------------------------------------------
JOHN W. HANCOCK $ - $ Over $
-------------------------------------------------------------------------------------------------
RICHARD D. HOLLAND Over $ Over $
-------------------------------------------------------------------------------------------------
DELMER L. TOEBBEN None Over $
-------------------------------------------------------------------------------------------------
</Table>
DIRECTOR COMPENSATION
For their service as Director of Weitz Partners, Weitz Series Fund, Inc.,
and as Trustees of The Weitz Funds, independent Directors receive an annual
retainer of $15,000, plus $2,000 for each regular meeting of the Board of
Directors attended, $500 for each Committee meeting of the Board attended in
person, and $750 for meetings of the Board attended by telephone, and are also
reimbursed for all out-of-pocket expenses relating to attendance at such
meetings. Directors employed by the Adviser do not receive compensation from
Weitz Partners.
After the Reorganization, the Trustees for the New Trust will receive the
same compensation as that received from Weitz Partners prior to the
Reorganization. Costs will be allocated among the funds within the fund complex
based upon the respective fund's net assets. The foregoing fees do not include
the reimbursement of expenses incurred in connection with meeting attendance.
Trustees who are employed by Weitz & Co. will receive no compensation from
the New Trust.
The table below provides compensation information as of the fiscal year
ending March 31, 2003. Compensation of the officers of the Fund is paid by Weitz
& Co.
11
<Page>
<Table>
<Caption>
TOTAL COMPENSATION
FROM WEITZ
PARTNERS, INC. AND
AGGREGATE WEITZ SERIES FUND,
COMPENSATION FROM INC. PAID TO
NAME OF DIRECTOR WEITZ PARTNERS, INC. DIRECTORS
---------------- -------------------- ---------
Lorraine Chang, Director $ 9,687 $ 24,500
John W. Hancock, Director $ 9,687 $ 24,500
Richard D. Holland, Director $ 9,687 $ 24,500
Thomas R. Pansing, Director $ 9,069 $ 23,000
Delmer L. Toebben, Director $ 9,687 $ 24,500
Wallace R. Weitz, Director(1) N/A N/A
</Table>
- ----------
(1) As a director who is an officer of the investment adviser, Mr. Weitz
reserved no compensation for his services as director.
BOARD MEETINGS AND COMMITTEES
During the fiscal year ended March 31, 2003, the Board of Directors of
Weitz Partners, consisting of four independent Directors and two interested
Directors, met four times. It is expected that the Board will hold at least four
regularly scheduled meetings during each fiscal year.
Weitz Partners has the following two standing committees: Audit Committee
and Corporate Governance Committee. The Committees are composed of all of the
independent Directors of the Fund.
The Audit Committee reviews the audit plan and results of audits,
preapproves certain audit fees and generally monitors the performance of the
Fund's independent certified public accountants. The Audit Committee also serves
as a Valuation Committee, overseeing the Fund's procedures on valuation of
portfolio securities. During the fiscal year ended March 31, 2003, the Audit
Committee met twice.
The Corporate Governance Committee performs various tasks related to Board
governance procedures, including, without limitation, periodically reviewing
Board composition and Director compensation, reviewing the responsibilities of
Board committees and the need for additional committees, making nominations for
independent director membership on the Board of Directors and evaluating
candidates' qualifications for Board membership and their independence from
Weitz & Co. The Committee will consider nominees recommended by shareholders of
the Fund. Any such recommendations must be submitted in writing to Weitz Funds,
1125 South 103rd Street, Suite 600, Omaha, Nebraska 68124, Attention: Mary
Beerling, Secretary. During the fiscal year ended March 31, 2003, the Corporate
Governance Committee met once.
RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS
The Reorganization Plan also authorizes the Fund, while it is the sole
shareholder of the New Fund, to ratify the selection of PricewaterhouseCoopers
LLP as the independent public auditors for the New Trust for the fiscal year
ending March 31, 2004. PricewaterhouseCoopers LLP, 1177 Avenue of the Americas,
New York, New York 10036, currently serves as independent auditors for Weitz
Partners.
Neither PricewaterhouseCoopers LLP nor any of its members have any material
direct or indirect financial interest in Weitz Partners or in the New Trust.
PricewaterhouseCoopers LLP, in
12
<Page>
accordance with Independence Standards Board Standard No. 1, has confirmed to
the New Trust that they are independent auditors with respect to the New Fund.
Since the New Fund has not yet commenced operations, the New Fund has paid no
fees to PricewaterhouseCoopers LLP.
MANAGEMENT AND OTHER SERVICE PROVIDERS
Set forth below is a description of the current service providers of Weitz
Partners and the proposed service providers of the New Trust.
THE ADVISER
Wallace R. Weitz & Company is the Fund's investment adviser. Weitz & Co. is
located at One Pacific Place, 1125 South 103rd Street, Suite 600, Omaha,
Nebraska 68124. Weitz & Co. provides investment advice to the Fund and is
responsible for the overall management of the Fund's business affairs, subject
to the supervision of the Fund's Board of Directors. Weitz & Co. is a Nebraska
corporation formed in March, 1983 and also serves as investment adviser to
certain other entities, including, without limitation, Weitz Series Fund, Inc.,
and The Weitz Funds which are registered investment companies, three investment
limited partnerships and certain individual accounts.
The following table sets forth certain information with respect to the
Adviser's executive officers and directors:
<Table>
<Caption>
NAME AND ADDRESS* PRINCIPAL OCCUPATION
------------------------------------------------------------------------------
Wallace R. Weitz President and Director
Barbara V. Weitz Secretary and Director
Linda L. Lawson Vice President
Mary K. Beerling Vice President and Assistant Secretary
</Table>
- ----------
* The address for each officer and director is Suite 600, 1125
South 103 Street, Omaha, NE 68124-6008.
Exhibit B sets forth the fees and other information regarding certain other
investment companies with similar investment objectives advised by Weitz & Co.
DISTRIBUTOR
The Fund is distributed by Weitz Securities, Inc., a Nebraska corporation
which is affiliated with Weitz & Co. Shares of the 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 Fund's shares.
ADMINISTRATOR
Weitz & Co. also provides administrative services to the Fund pursuant to
an Administration Agreement which provides that the Fund will pay Weitz & Co. a
monthly administrative fee based on the average daily net assets of the Fund.
13
<Page>
SUB-TRANSFER AGENT
Boston Financial Data Services, 330 W. 9th Street, Kansas City, Missouri
64105 is the sub-transfer agent for the Fund.
CUSTODIAN
Wells Fargo Bank Minnesota, National Association, Sixth and Marquette,
Minneapolis, Minnesota 55479-001 will continue to serve as the New Fund's
custodian.
FUND SHARES OWNED BY CERTAIN BENEFICIAL OWNERS
As of December 1, 2003 the officers and directors of Weitz Partners
collectively owned 401,050 shares or 0.3% of the Fund's outstanding shares. Also
as of that date, the following persons owned 5% or more of the Fund.
<Table>
<Caption>
NAME AND ADDRESS SHARES PERCENT OWNED
Customers of Charles Schwab & Co., Inc. 41,489,224 30.8%
101 Montgomery Street
San Francisco, CA 94104-4122
The Manufacturer's Life Ins. Co. USA 27,471,288 20.4%
250 Blour Street East, 7th Floor
Toronto, Ontario
Canada M4W1E5
Customers of National Financial Services Corp. 21,144,200 15.7%
200 Liberty Street, 5th Floor
1 World Financial Center
New York, NY 10281-1003
</Table>
PROPOSAL 2
APPROVAL OF CHANGES IN CERTAIN FUNDAMENTAL INVESTMENT RESTRICTIONS
The Investment Company Act of 1940 (the "1940 Act") requires all mutual
funds, including Weitz Partners, to adopt certain investment restrictions as
"fundamental" restrictions. Fundamental restrictions may be modified or
eliminated only with the approval of the requisite vote of the Fund's
outstanding voting securities. Upon the recommendation of management of Weitz
Partners, the Directors have reviewed the Fund's current fundamental investment
restrictions and have recommended that several of the fundamental policies be
eliminated or amended in order to increase the investment flexibility of the
Fund and to simplify and modernize the restrictions to conform with recent
changes in the law.
For example, in 1996, Congress enacted the National Securities Markets
Improvement Act of 1996 ("NSMIA"), which preempted state "blue sky" securities
regulation of all mutual funds. Since many of the investment restrictions
initially adopted by the Fund were imposed by the states, these investment
restrictions no longer apply. Additionally, some of the Fund's other investment
restrictions are more restrictive than the 1940 Act would require. As a result,
certain changes are
14
<Page>
proposed in order to preserve the ability of the Fund to respond to favorable
future legal, regulatory, market or technical changes.
While the increased flexibility may mean that the Fund will be subject to
greater risk, the Directors do not anticipate that the proposed changes,
individually or in the aggregate, will change the overall level of risk
associated with investing in the Fund. Furthermore, the Directors want to assure
you that these amendments do not indicate a departure from the principal
investment objectives and strategies long held by the Fund's management.
Each of the investment restrictions proposed to be amended or eliminated,
as well as the reason for each proposal, is outlined below.
PROPOSAL 2.1 - UNDERWRITE SECURITIES
To amend the investment restriction that currently provides that the Fund
may not:
Underwrite the securities of other issuers, except the Fund may
acquire restricted securities under circumstances such that, if the
securities are sold, the Fund might be deemed to be an underwriter for
purposes of the Securities Act of 1933.
If the proposed amendment is approved by the shareholders, the restriction
would read that the Fund may not:
Underwrite or deal in offerings of securities of other issuers as a
sponsor or underwriter in any way.
The revisions to this fundamental restriction are merely to provide the
Fund with maximum flexibility that is available under applicable law. In the
event that this Proposal 2.1 is approved, it may minimize the necessity for the
Fund to obtain shareholder approval in order to take advantage of changes in
applicable law and regulatory policy or to employ new types of investment
opportunities and investment practices that are consistent with the Fund's
investment objectives and policies and with applicable law and regulatory
policy.
PROPOSAL 2.2 - INVESTMENTS IN REAL ESTATE
To amend the investment restriction that currently provides that the Fund
may not:
Purchase or sell real estate or interests in real estate, but the Fund
may purchase marketable securities of companies holding real estate or
interests in real estate.
If the proposed amendment is approved by shareholders, the restriction
would read that the Fund may not:
Purchase or sell real estate except as permitted under the 1940 Act,
and as interpreted or modified by regulatory authority having
jurisdiction, from time to time.
15
<Page>
The revisions to this fundamental restriction are merely to provide the
Fund with maximum flexibility that is available under applicable law. In the
event that this Proposal 2.2 is approved, it may minimize the necessity for the
Fund to obtain shareholder approval in order to take advantage of changes in
applicable law and regulatory policy or to employ new types of investment
opportunities and investment practices that are consistent with the Fund's
investment objectives and policies and with applicable law and regulatory
policy.
PROPOSAL 2.3 - INVESTMENTS IN COMMODITIES
To amend the investment restriction that currently provides that the Fund
may not:
Purchase or sell commodities or commodity future contracts.
If the proposed amendment is approved by the shareholders, the investment
restriction would read that the Fund may not:
Purchase or sell physical commodities or commodity futures contracts,
except as permitted under the 1940 Act, and as interpreted or modified
by regulatory authority having jurisdiction from time to time.
The current restriction prohibits the Fund from investing in commodities or
commodity futures contracts. The proposed restriction, while continuing to
prohibit the purchase of physical commodities, would permit the Fund to purchase
and sell futures contracts and options on futures contracts and would continue
to allow the Fund to purchase and sell options. Such strategies are generally
accepted under modern portfolio management and are regularly used by many mutual
funds and other institutional investors.
To the extent the Fund invests in these derivative instruments, the Fund
will be subject to certain risks. These risks include possible default by the
other party to the transaction, illiquidity, and to the extent the Fund's view
as to certain market movements is incorrect, the risk that the use of such
transactions could result in losses greater than if they had not been used. The
use of options may result in losses to the Fund, force the sale or purchase of
securities at inopportune times or for prices other than current market values,
limit the amount of appreciation the Fund can realize on its investments or
cause the Fund to hold a security it might otherwise sell. The ability of the
Fund to engage in futures contracts and options on futures will be subject to
applicable rules of the Commodity Futures Trading Commission ("CFTC"). Under
current CFTC rules, non-hedging transactions are subject to either of two
alternative limitations. Under one alternative, the aggregate initial margin and
premiums required to establish non-hedging positions in futures contracts and
options may not exceed 5% of the fair market value of the Fund's net assets
(after taking into account unrealized profits and unrealized losses on any such
contracts). Under the other alternative, which has been established by the CFTC
on a temporary basis, the aggregate net notional value of non-hedging futures
contracts and related options may not exceed the liquidation value of the Fund's
portfolio (after taking into account unrealized profits and unrealized losses on
any such contracts).
In the event that this Proposal 2.3 is approved, the Fund would have
authority to make investments in each of these areas, all of which may have
certain risks associated with them.
16
<Page>
PROPOSAL 2.4 - ISSUING SENIOR SECURITIES
To amend the investment restriction that currently provides that the Fund
may not:
Issue any senior securities (as defined in the Investment Company Act
of 1940, as amended) other than that as set forth below in restriction
number 6, (Proposal 2.6 below).
If the proposed amendment is approved by shareholders, the restriction
would read that the Fund may not:
Issue any senior security, except as permitted under the 1940 Act, and
as interpreted or modified by regulatory authority having
jurisdiction, from time to time.
A "senior security" is an obligation of a Fund with respect to its earnings
or assets that takes precedence over the claims of the Fund's shareholders with
respect to the same earnings. SEC staff interpretations allow the Fund to engage
in a number of types of transactions that could raise senior securities issues,
provided that they meet certain collateral requirements designed to protect
shareholders. For example, short sales, certain options and futures
transactions, reverse repurchase agreements and any securities transactions that
obligate the Fund to pay money at a future date (such as when-issued, forward
commitment, or delayed delivery transactions) are permitted investments that may
raise these issues. In the event that this Proposal 2.4 is approved, the Fund
would have a more standardized senior securities restriction.
PROPOSAL 2.5 - MAKING LOANS
To amend the investment restriction that currently provides that the Fund
may not:
Make loans to other persons except by the purchase of a portion of an
issue of publicly distributed bonds, debentures or other debt
securities; provided, however, that the Fund may purchase privately
sold bonds, debentures or other debt securities immediately
convertible into equity securities, subject to the restrictions
applicable to the purchase of restricted or illiquid securities.
If the proposed amendment is approved by shareholders, the restriction
would read that the Fund may not:
Make loans to others, except as permitted under the 1940 Act, and as
interpreted or modified by regulatory authority having jurisdiction,
from time to time.
The proposed revision would amend the restriction on making loans to permit
the Fund to engage in securities lending to the extent permitted by SEC policy.
The main risk in lending securities, as with other extensions of credit, is the
possibility that the borrower may fail to honor its obligations, causing a loss
for the Fund. However, the SEC currently permits loans of mutual funds'
securities up to one-third of its assets, including any collateral received from
the loan, provided that loans are 100% collateralized by cash or cash
equivalents on a market to market basis. In the event this Proposal 2.5 is
approved, the Fund would be able to take full advantage of this policy.
17
<Page>
PROPOSAL 2.6 - BORROWING
To amend the investment restriction that currently provides that the Fund
may not:
Borrow money except for temporary or emergency purposes and then only
from banks and in an aggregate amount not exceeding 5% of the value of
the Fund's net assets at the time any borrowing is made.
If the proposed amendment is approved by shareholders, the restriction
would read that the Fund may not:
Borrow money, except as permitted under the 1940 Act, and as
interpreted or modified by regulatory authority having jurisdiction,
from time to time.
The Fund's current restriction on borrowing limits the amounts the Fund may
borrow up to 5% of its assets and only then as a temporary measure. The 1940 Act
permits the Fund to borrow up to an amount that has 300% asset coverage, which
effectively permits the Fund to borrow up to one-third of its assets measured
after the borrowing, plus an additional 5% for temporary purposes. Since the
Fund's investment restriction is more restrictive than the current law, the
proposed change would give the Fund's investment adviser maximum flexibility in
managing the Fund's assets.
In the event this Proposal 2.6 is approved, the Fund would have greater
borrowing authority than it currently has. Should the Fund choose in the future
to borrow amounts in excess of what it currently borrows under the present
investment restriction, the volatility of the Fund's net asset value may
increase. Additionally, money borrowed would be subject to interest and other
costs. These costs may exceed the gain on securities purchased with borrowed
funds.
PROPOSAL 2.7 - PURCHASING SECURITIES ON MARGIN
To eliminate the investment restriction that currently provides that the
Fund may not:
Purchase securities on margin; provided, however the Fund may obtain
such short-term credits as may be necessary for the clearance of
purchases and sales of securities.
Applicable federal law currently does not require the Fund to have a
fundamental investment restriction regarding purchasing securities on margin.
The elimination of this fundamental investment restriction is merely to provide
the Fund with maximum flexibility. The Fund would remain subject to the
applicable provisions of the 1940 Act relating to purchases of securities on
margin.
PROPOSAL 2.8 - PARTICIPATION IN SECURITIES TRADING ACCOUNTS
To eliminate the investment restriction that currently provides that the
Fund may not:
Participate on a joint or joint and several basis in any securities
trading account.
Applicable federal law currently does not require the Fund to have a
fundamental investment restriction regarding participation in securities trading
accounts. The elimination of this
18
<Page>
fundamental investment restriction is merely to provide the Fund with maximum
flexibility. The Fund would remain subject to the applicable provisions of the
1940 Act relating to participating in securities trading accounts.
PROPOSAL 2.9 - INVESTMENTS FOR EXERCISING CONTROL OVER AN ISSUER
To eliminate the investment restriction that currently provides that the
Fund may not:
Invest in companies for the purpose of exercising management or
control.
The restriction on investing in a security for the purpose of obtaining or
exercising control over the issuer was based on the requirements formerly
imposed by state "blue sky" regulators, as a condition to registration. As a
result of NSMIA, this restriction is no longer required and the Directors
propose that it be eliminated from the Fund's fundamental investment
restrictions.
The Fund would remain subject to the applicable provisions of the 1940 Act
that restrict the ability of an investment company to invest for control.
Management of the Fund does not anticipate making investments that are for the
purposes of obtaining or exercising voting control over any issuer.
PROPOSAL 2.10 - INDUSTRY CONCENTRATION
To amend the investment restriction that currently provides that the Fund
may not:
Invest more than 25% of the value of its net assets in the securities
of any one industry.
If the proposed amendment is approved by shareholders, the restriction
would read that the Fund may not:
Invest more than 25% of the value of its total assets in the
securities of any one industry. This restriction does not apply to
securities of the U.S. Government or its agencies or instrumentalities
and repurchase agreements relating thereto.
The proposed revision would modify the application of the restriction to
securities issued by the U.S. Government or its agencies or instrumentalities
and repurchase agreements relating thereto. In the event Proposal 2.10 is
approved, the Fund would have a more standardized industry concentration
restriction.
PROPOSAL 2.11 - DIVERSIFICATION
To amend the investment restriction that currently provides that the Fund
may not:
As to 50% of its total assets, invest more than 5% of its total
assets, taken at market value at the time of a particular purchase, in
securities of any one issuer (other than in U.S. Government
securities), nor own more than 10% of the outstanding voting
securities of any one issuer.
If the proposed amendment is approved by shareholders, the restriction
would read that the Fund may not:
19
<Page>
As to 50% of its total assets, (a) invest more than 5% of its total
assets (taken at market value at the time of each investment) in the
securities of any one issuer, nor (b) purchase more than 10% of the
outstanding voting securities of an issuer, except that such
restrictions shall not apply to securities issued or guaranteed by the
United States government or its agencies, bank money instruments or
bank repurchase agreements.
The revisions to this fundamental restriction merely state the restriction
in a more standardized manner but do not change the substance of the Fund's
current diversification requirement.
PROPOSAL 2.12 - INVESTMENT OBJECTIVE AND STRATEGY
To eliminate the investment restriction that currently provides that the
Fund may not:
Adopt any investment objective other than as described under the
caption "Investment Objective and Strategy."
As described under the caption "Investment Objective and Strategy" in the
Fund's Statement of Additional Information, the investment objective of the Fund
is capital appreciation. The Fund seeks 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 stocks and convertible
bonds. The Fund may also invest in other securities of a company not convertible
into common stock, such as bonds and preferred stock, which Weitz & Co., the
Fund's investment adviser, determines may offer the opportunity for capital
appreciation. Such convertible or non-convertible securities may be investment
grade, non-investment grade or unrated. The Fund's investment strategy (which is
called "value investing") is to (1) identify attractive businesses that the
investment adviser can understand and which have honest, competent management,
(2) estimate the price that an informed, rational buyer would pay for 100% of
that business, and then (3) buy securities of the business if they are available
at a significant discount to this "business value" or "private market value."
The valuation process may focus on asset values, earning power, the intangible
value of a company's franchise, or a combination of these variables, depending
on the type of business and other factors. Purchasing securities at a discount
to value is intended to provide what Benjamin Graham called a "margin of
safety." The margin of safety does not eliminate risk, but is intended to reduce
the likelihood of permanent loss of capital.
Applicable federal law does not require the Fund to have an investment
restriction regarding investment objectives and strategies. The elimination of
this fundamental investment restriction is merely to provide the Fund with
maximum flexibility. Management of the Fund, however, does not currently
anticipate acting on any such increased flexibility, including changing the
investment objective of the Fund.
VOTING INFORMATION
Shareholders of the Fund are entitled to one vote for each share held and a
proportionate vote for each fractional share held. The holders of a majority of
the outstanding shares of the Fund entitled to vote shall constitute a quorum
for the meeting for the Fund. A quorum being present, approval of Proposal 1
(approval of a proposed Agreement and Plan of Reorganization pursuant to which
the Fund would be reorganized as a separate series of The Weitz Funds) requires
the vote of
20
<Page>
two-thirds of the shares of the Fund. Approval of Proposal 2 (proposed change in
the Fund's fundamental investment restrictions) requires the vote of "a majority
of the outstanding voting securities" of the Fund. The term "a majority of the
outstanding voting securities," as used in this proxy statement, is defined by
the Investment Company Act of 1940, as amended, ("1940 Act") as the affirmative
vote of the lesser of (a) 67 percent or more of the voting securities present at
the Special Meeting, if the holders of more than 50 percent of each Fund's
outstanding voting securities are present or represented by proxy, or (b) more
than 50 percent of each Fund's outstanding voting securities ("1940 Act
Majority").
As of the Record Date, there were issued and outstanding ________ shares
for the Fund.
For purposes of determining the presence of a quorum for transacting
business at the Special Meeting and for determining whether sufficient votes
have been received for approval of a proposal to be acted upon at the Special
Meeting, abstentions and broker "non-votes" (that is, proxies from brokers or
nominees indicating that such persons have not received instructions from the
beneficial owner or other persons entitled to vote shares on a particular matter
with respect to which the brokers or nominees do not have discretionary power)
will be treated as shares that are present at the Special Meeting, but which
have not been voted. For this reason, abstentions and broker non-votes will
assist the Fund in obtaining a quorum, but both have the practical effect of a
"no" vote for purposes of obtaining the requisite vote for approval of a
proposal.
If either (a) a quorum is not present at the Special Meeting or (b) a
quorum is present but sufficient votes in favor of the proposals have not been
obtained, then the persons named as proxies may propose one or more adjournments
of the Special Meeting without further notice to shareholders to permit further
solicitation of proxies provided such persons determine, after consideration of
all relevant factors, including the nature of the proposals, the percentage of
votes then cast, the percentage of negative votes then cast, the nature of the
proposed solicitation activities and the nature of the reasons for such further
solicitation, that an adjournment and additional solicitation is reasonable and
in the interests of shareholders. The persons named as proxies will vote those
proxies that such persons are required to vote FOR the proposal in favor of such
an adjournment and will vote those proxies required to be voted AGAINST such
proposal against such adjournment.
The Special Meeting may be adjourned from time to time by the vote of a
majority of the shares represented at the Special Meeting, whether or not a
quorum is present. If the Special Meeting is adjourned to another time or place,
notice need not be given of the adjourned meeting at which the adjournment is
taken, unless a new record date of the adjourned meeting is fixed. At any
adjourned meeting, Weitz Partners may transact any business which might have
been transacted at the original meeting.
The individuals named as proxies on the enclosed proxy card (the "Proxy
Committee") will vote in accordance with the shareholder's direction, as
indicated thereon, if the proxy card is received and is properly executed. If
the shareholder properly executes a proxy and gives no voting instructions with
respect to a proposal, the shares will be voted in favor of such proposal. The
Proxy Committee, in its discretion, may vote upon such other matters as may
properly come before the Special Meeting. The Board of Directors of Weitz
Partners is not aware of any other matters to come before the Special Meeting.
21
<Page>
REVOCATION OF PROXIES
If you return a properly executed proxy card, but later wish to revoke it,
you may do so at any time before it is voted by doing any of the following:
- delivering written notice of the proxy's revocation to the Secretary
of Weitz Partners at the above address prior to the Special Meeting;
- submitting a properly-executed proxy bearing a later date, but prior
to the Special Meeting;
- submitting a subsequent telephone vote; or
- attending and voting in person at the Special Meeting and giving oral
notice of revocation to the Chairman of the Special Meeting.
SOLICITATION OF PROXIES
We are soliciting these proxies by U.S. mail and may also solicit them in
person. The Fund has engaged Georgeson Shareholder Communications, Inc., to
assist in proxy solicitation at a cost of approximately $156,118, which will be
paid by the Fund.
OTHER BUSINESS
The Board of Directors of Weitz Partners knows of no business to be brought
before the Special Meeting other than the matters set forth in this Proxy
Statement. Should any other matter requiring a vote of the shareholders of the
Fund arise, however, the Proxy Committee will vote thereon according to their
best judgment in the interests of the Fund and the shareholders of the Fund.
Weitz Partners does not hold annual meetings of shareholders. There will
normally be no meeting of shareholders for the purpose of electing Directors
unless and until such time as fewer than a majority of the Directors holding
office have been elected by the shareholders, at which time the Directors then
in office will call a shareholder meeting for the election of Directors.
Shareholders wishing to submit proposals for inclusion in the Proxy Statement
for any subsequent shareholder meeting of the Fund (or the corresponding New
Fund post-Reorganization) should send their written submissions to the principal
executive offices of the Funds at Suite 600, 1125 South 103 Street, Omaha, NE
68124-6008. Shareholder proposals must meet certain requirements and there is no
guarantee that any proposal will be presented at a shareholder meeting.
THE BOARD OF DIRECTORS, INCLUDING THE INDEPENDENT DIRECTORS, UNANIMOUSLY
RECOMMENDS THAT THE SHAREHOLDERS APPROVE THE REORGANIZATION PLAN AND THE
REVISIONS TO THE FUNDAMENTAL INVESTMENT RESTRICTIONS
22
<Page>
EXHIBIT A
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of
this ____ day of _____, 2004, by and between Weitz Partners, Inc., a Nebraska
corporation (the "Predecessor Company"), on behalf of Weitz Partners Value Fund
(the "Predecessor Fund"), and The Weitz Funds, a Delaware statutory trust (the
"Successor Trust" or "Trust"), on behalf of Weitz Partners Value Fund (the
"Successor Fund").
All references in this Agreement to action taken by the Predecessor Fund
or the Successor Fund shall be deemed to refer to action taken by the
Predecessor Company or the Successor Trust, respectively, on behalf of the
respective portfolio series.
This Agreement is intended to be and is adopted as a plan of
reorganization within the meaning of Section 368(a) of the United States
Internal Revenue Code of 1986, as amended (the "Code"). The reorganization (the
"Reorganization") will consist of the transfer by the Predecessor Fund of all of
its assets to the Successor Fund, in exchange solely for shares of beneficial
interest in the Successor Fund ("New Shares") having a net asset value equal to
the net asset value of the Predecessor Fund, the assumption by the Successor
Fund of all the liabilities of the Predecessor Fund, and the distribution of the
New Shares to the shareholders of the Predecessor Fund in complete liquidation
of such Predecessor Fund as provided herein, all upon the terms and conditions
hereinafter set forth in this Agreement.
WHEREAS, the Predecessor Company and the Successor Trust are each
open-end, registered investment companies of the management type; and
WHEREAS, the Board of Directors of the Predecessor Company and the Board
of Trustees of the Successor Trust have determined that it is in the best
interest of the Predecessor Fund and the Successor Fund, respectively, that the
assets of the Predecessor Fund be acquired by the Successor Fund pursuant to
this Agreement and in accordance with the applicable statutes of the State of
Nebraska and the State of Delaware and that the interests of existing
shareholders will not be diluted as a result of this transaction;
NOW, THEREFORE, in consideration of the premises and of the covenants and
agreements hereinafter set forth, the parties hereto covenant and agree as
follows:
1. PLAN OF REORGANIZATION
1.1 Subject to the terms and conditions herein set forth and on the basis
of the representations and warranties contained herein, the
Predecessor Company agrees to transfer all of the assets of the
Predecessor Fund, as set forth in paragraph 1.2, to the Successor Fund
and the Successor Trust agrees in exchange therefor: (i) to deliver to
the Predecessor Company the number of full and fractional New Shares
of the Successor Fund equal to the number of shares of the Predecessor
Fund as of the time and date set forth in Article 2, and (ii) to
assume all of the liabilities of the Predecessor Fund, as set forth in
paragraph 1.2. Such transactions shall take place at the closing
provided for in paragraph 2.1 (the "Closing").
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1.2 The assets of the Predecessor Fund to be acquired by the Successor
Fund shall consist of all property, including, without limitation, all
cash, securities, commodities and futures interests, and dividends or
interest receivable which are owned by the Predecessor Fund and any
deferred or prepaid expenses shown as an asset on the books of the
Predecessor Fund on the closing date provided in paragraph 2.1 (the
"Closing Date"). All liabilities, expenses, costs, charges and
reserves of the Predecessor Fund, to the extent that they exist at or
after the Closing, shall after the Closing attach to the Successor
Fund and may be enforced against the Successor Fund to the same extent
as if the same had been incurred by the Successor Fund.
1.3 Immediately upon delivery to the Predecessor Fund of the New Shares,
the Predecessor Fund, as the then sole shareholder of the Successor
Fund, shall (i) elect trustees of the Trust, (ii) approve a Management
and Investment Advisory Agreement between the Trust, on behalf of the
Successor Fund and Wallace R. Weitz & Company (the "Investment
Manager"), and (iii) ratify the selection of PricewaterhouseCoopers
LLP as the independent accountants of the Successor Fund.
1.4 Immediately following the action contemplated by paragraph 1.3, the
Predecessor Fund will distribute pro rata to its shareholders of
record, determined as of immediately after the close of business on
the Closing Date (the "Current Shareholders"), the corresponding New
Shares received by the Predecessor Company pursuant to paragraph 1.1.
Such distribution and liquidation will be accomplished by the transfer
of the New Shares then credited to the account of the Predecessor Fund
on the books of the Successor Fund to open accounts on the share
records of the Successor Fund in the names of the Current Shareholders
and representing the respective pro rata number of the New Shares due
such shareholders. All issued and outstanding shares of the
Predecessor Fund will simultaneously be canceled on the books of the
Predecessor Company. The Successor Fund shall not issue certificates
representing the New Shares in connection with such exchange.
Ownership of New Shares will be shown on the books of the Successor
Trust's transfer agent. As soon as practicable after the Closing, the
Predecessor Company shall take all steps necessary to effect a
complete liquidation of the Predecessor Fund and shall file such
instruments, if any, as are necessary to effect the dissolution of the
Predecessor Fund and shall take all other steps necessary to effect
such dissolution.
2. CLOSING AND CLOSING DATE
2.1 The Closing Date shall be the next full business day following
satisfaction (or waiver as provided herein) of all of the conditions
set forth in Article 4 of this Agreement (other than those conditions
which may by their terms be satisfied only at the Closing), or such
other date as the parties may agree to in writing. All acts taking
place at the Closing shall be deemed to take place simultaneously as
of immediately after the close of business on the Closing Date unless
otherwise agreed to by the parties. The close of business on the
Closing Date shall be as of 4:00 p.m. New York Time. The Closing shall
be held at the offices of the Successor Trust, One Pacific Place,
Suite 600, 1125 South 103rd Street, Omaha, Nebraska 68124, or at such
other time and/or place as the parties may agree.
2.2 The Predecessor Company shall cause Wallace R. Weitz & Company, as
transfer agent of the Predecessor Fund (the "Transfer Agent"), to
deliver at the Closing a certificate of
A-2
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an authorized officer stating that its records contain the names and
addresses of the Current Shareholders and the number and percentage
ownership of outstanding shares of the Predecessor Fund owned by each
such shareholder immediately prior to the Closing. The Successor Fund
shall issue and deliver a confirmation evidencing the New Shares to be
credited on the Closing Date to the Secretary of the Predecessor
Company or provide evidence satisfactory to the Predecessor Company
that such New Shares have been credited to the accounts of the
Predecessor Fund on the books of the Successor Fund. At the Closing,
each party shall deliver to the other such bills of sales, checks,
assignments, share certificates, if any, receipts or other documents
as such other party or its counsel may reasonably request.
3. REPRESENTATIONS AND WARRANTIES
3.1 The Predecessor Company, on behalf of the Predecessor Fund, hereby
represents and warrants to the Successor Fund as follows:
(i) the Predecessor Company is duly incorporated, validly existing
and in good standing under the laws of the State of Nebraska and
has full power and authority to conduct its business as presently
conducted;
(ii) the Predecessor Company has full power and authority to execute,
deliver and carry out the terms of this Agreement on behalf of
the Predecessor Fund;
(iii) the execution and delivery of this Agreement on behalf of the
Predecessor Fund and the consummation of the transactions
contemplated hereby are duly authorized and no other proceedings
on the part of the Predecessor Company or the shareholders of the
Predecessor Fund (other than as contemplated in paragraph 4.1(vi)
are necessary to authorize this Agreement and the transactions
contemplated hereby;
(iv) the Predecessor Company is registered under the 1940 Act as an
open-end management investment company; such registration has not
been revoked or rescinded and is in full force and effect. The
Predecessor Fund is a separate series of the Predecessor Company;
(v) there are no material liabilities of the Predecessor Fund whether
or not determined or determinable, other than liabilities
disclosed or provided for in the Fund's Financial Statements and
liabilities incurred in the ordinary course of business after the
date of such Financial Statements;
(vi) there are no claims, actions, suits or proceedings pending or, to
the knowledge of the Predecessor Company, threatened which would
adversely affect the Predecessor Fund or its assets or business
or which would prevent or hinder consummation of the transactions
contemplated hereby or which upon such consummation would
adversely affect the Successor Fund;
(vii) this Agreement has been duly executed by the Predecessor Company
on behalf of the Predecessor Fund and constitutes its valid and
binding obligation, enforceable in accordance with its terms,
subject to applicable bankruptcy, reorganization, insolvency,
moratorium and other rights affecting creditors' rights
generally, and general equitable principles;
A-3
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(viii) neither the execution and delivery of this Agreement by the
Predecessor Company on behalf of the Predecessor Fund, nor the
consummation by the Predecessor Company on behalf of the
Predecessor Fund of the transactions contemplated hereby will
conflict with, result in a breach or violation of or constitute
(or with notice, lapse of time or both) a breach of or default
under, the Articles of Incorporation or By-Laws of the
Predecessor Company, as each may be amended, or any statute,
regulation, order, judgment or decree, or any instrument,
contract or other agreement to which the Predecessor Company is a
party or by which the Predecessor Company or any of its assets is
subject or bound;
(ix) as of the Effective Time of the Reorganization, all federal and
other tax returns and reports of the Predecessor Fund required by
law to have been filed shall have been filed, and all taxes of
the Predecessor Fund shall have been paid so far as due, or
provision shall have been made for the payment thereof, and to
the best of the Predecessor Company's knowledge, no such return
is currently under audit and no assessment has been asserted with
respect to any of such returns. The Predecessor Fund has
qualified and elected, and continue to qualify, to be treated as
regulated investment companies under the provisions of Subchapter
M of the Code; and
(x) no authorization, consent or approval of any governmental or
other public body or authority or any other party is necessary
for the execution and delivery of this Agreement by the
Predecessor Company on behalf of the Predecessor Fund or the
consummation of any transactions contemplated hereby by the
Predecessor Company, other than as shall be obtained at or prior
to the Closing.
3.2 The Successor Trust, on behalf of the Successor Fund, hereby
represents and warrants to the Predecessor Fund as follows:
(i) the Successor Trust is duly organized, validly existing and in
good standing under the laws of the State of Delaware and has
full power and authority to conduct its business as presently
conducted;
(ii) the Successor Trust has full power and authority to execute,
deliver and carry out the terms of this Agreement on behalf of
the Successor Fund;
(iii) the execution and delivery of this Agreement on behalf of the
Successor Fund and the consummation of the transactions
contemplated hereby are duly authorized and no other proceedings
on the part of the Successor Trust or the shareholders of the
Successor Fund are necessary to authorize this Agreement and the
transactions contemplated hereby;
(iv) the Successor Trust is registered under the 1940 Act as an
open-end management investment company; such registration has not
been revoked or rescinded and is in full force and effect;
(v) the Successor Trust's New Shares to be issued in connection with
the Reorganization have been duly authorized and upon
consummation of the Reorganization will be validly issued, fully
paid and non assessable. Except for the share issued pursuant to
Article 1 above, there shall be no issued and outstanding New
Shares or any other
A-4
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securities issued by the Successor Fund before the Effective Time
of the Reorganization;
(vi) there are no liabilities of the Successor Trust, whether or not
determined or determinable, other than liabilities incurred in
the ordinary course of business or otherwise previously disclosed
to the Predecessor Fund in writing. There are no liabilities of
the Successor Trust of any kind for which the holders of the Old
Shares shall become responsible as the result of this Agreement
or the consummation of the transactions contemplated hereby or
otherwise;
(vii) there are no claims, actions, suits or proceedings pending or, to
the knowledge of the Successor Trust, threatened which would
adversely affect the Successor Trust or its assets or business or
which would prevent or hinder consummation of the transactions
contemplated hereby or which upon such consummation would
adversely affect the Successor Fund;
(viii) this Agreement has been duly executed by the Successor Trust on
behalf of the Successor Fund and constitutes its valid and
binding obligation, enforceable in accordance with its terms,
subject to applicable bankruptcy, reorganization, insolvency,
moratorium and other rights affecting creditors' rights
generally, and general equitable principles;
(ix) neither the execution and delivery of this Agreement by the
Successor Trust on behalf of the Successor Fund, nor the
consummation by the Successor Trust on behalf of the Successor
Fund of the transactions contemplated hereby will conflict with,
result in a breach or violation of or constitute (or with notice,
lapse of time or both constitute) a breach of or default under,
the Declaration of Trust or By-Laws of the Successor Trust, as
each may be amended, or any statute, regulation, order, judgment
or decree, or any instrument, contract or other agreement to
which the Successor Trust is a party or by which the Successor
Trust or any of its assets is subject or bound;
(x) as of the Effective Time of the Reorganization, all federal and
other tax returns and reports of the Successor Trust required by
law to have been filed shall have been filed, and all taxes shall
have been paid so far as due, or provision shall have been made
for the payment thereof, and to the best of the Successor Trust's
knowledge, no such return is currently under audit and no
assessment has been asserted with respect to any of such returns;
(xi) no authorization, consent or approval of any governmental or
other public body or authority or any other party is necessary
for the execution and delivery of this Agreement by the Successor
Trust on behalf of the Successor Fund or the consummation of any
transactions contemplated hereby by the Successor Trust, other
than as shall be obtained at or prior to the Closing.
(xii) before the Effective Time of the Reorganization, the Successor
Trust will take all steps necessary to cause the formation of the
Successor Fund. The Successor Fund will have the same investment
objective and policies, and the same investment adviser as the
Predecessor Fund.
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(xiii) All information contained in the proxy statement to be supplied
to shareholders of the Predecessor Fund in connection with the
Reorganization that relates to the Predecessor Company, the
Successor Fund, the Investment Manager, the agreements between
the Successor Trust and other service providers, the effects, tax
and otherwise, of the Reorganization on the Predecessor Fund
shareholders and other matters known primarily to the Successor
Trust or the Investment Manager (i) is true and correct in all
material respects and (ii) does not contain (and will not contain
at the time the proxy statement is mailed to Predecessor Fund
shareholders) any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary
to make the statements therein not misleading.
4. CONDITIONS PRECEDENT
4.1 The obligations of the Predecessor Company on behalf of the
Predecessor Fund and the Successor Trust on behalf of the Successor
Fund to effectuate the Reorganization shall be subject to the
satisfaction of the following conditions:
(i) Such authority from the Securities and Exchange Commission (the
"SEC") and state securities commissions as may be necessary to
permit the parties to carry out the transactions contemplated by
this Agreement shall have been received.
(ii) The Registration Statement of the Successor Trust with respect to
the Successor Fund shall have been filed with the SEC and shall
have become effective, and no stop-order suspending the
effectiveness of the Registration Statement or amendment thereto
shall have been issued, and no proceeding for that purpose shall
have been initiated or threatened by the SEC (and not withdrawn
or terminated).
(iii) The applicable New Shares shall have been duly qualified for
offering to the public in all states in which such qualification
is required for consummation of the transactions contemplated
hereunder;
(iv) All representations and warranties of the Predecessor Company on
behalf of the Predecessor Fund contained in this Agreement shall
be true and correct in all material respects as of the date
hereof and as of the Closing, with the same force and effect as
if then made, and the Successor Trust on behalf of the Successor
Fund shall have received a certificate of an officer of the
Predecessor Company acting on behalf of the Predecessor Fund to
that effect in form and substance reasonably satisfactory to the
Successor Trust on behalf of the Successor Fund;
(v) All representations and warranties of the Successor Trust on
behalf of the Successor Fund contained in this Agreement shall be
true and correct in all material respects as of the date hereof
and as of the Closing, with the same force and effect as if then
made, and the Predecessor Company on behalf of the Predecessor
Fund shall have received a certificate of an officer of the
Successor Trust acting on behalf of the Successor Fund to that
effect in form and substance reasonably satisfactory to the
Predecessor Company on behalf of the Predecessor Fund;
(vi) The Predecessor Company on behalf of the Predecessor Fund and the
Successor Trust on behalf of the Successor Fund shall have
received an opinion from counsel,
A-6
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Dechert LLP, regarding certain tax matters in connection with the
Reorganization; and
(vii) A vote approving this Agreement shall have been adopted by the
requisite vote of the outstanding shares of the Predecessor Fund
entitled to vote at a special meeting of shareholders of the
Predecessor Fund duly called for such purpose (the "Special
Meeting").
5. BROKERAGE FEES AND EXPENSES
5.1 The Successor Trust and the Predecessor Company each represents
and warrants to the other that there are no brokers or finders
entitled to receive any payments in connection with the
transactions provided for herein.
5.2 All of the costs and expenses of the Reorganization and the
transactions contemplated thereby shall be borne by the
Predecessor Fund, except to the extent that the Investment
Manager agrees to bear any of such costs and expenses.
6. ENTIRE AGREEMENT
The Successor Trust and the Predecessor Company agree that neither party
has made any representation, warranty or covenant not set forth herein and that
this Agreement constitutes the entire agreement between the parties.
7. TERMINATION
This Agreement and the transactions contemplated hereby may be terminated
and abandoned by either party by resolution of the party's Board, at any time
prior to the Closing Date, if circumstances should develop that, in the opinion
of such Board, make proceeding with the Agreement inadvisable. In the event of
any such termination, there shall be no liability for damages on the part of
either the Successor Trust or the Predecessor Company, or their respective
Trustees, Directors or officers, to the other party.
8. AMENDMENTS
This Agreement may be amended, modified or supplemented in such manner as
may be mutually agreed upon in writing by the authorized officers of the
Predecessor Company and the Successor Trust; provided, however, that following
the meeting of the Current Shareholders called by the Predecessor Company
pursuant to paragraph 4.1(vii) of this Agreement, no such amendment may have the
effect of changing the provisions for determining the number of New Shares to be
issued to the Current Shareholders under this Agreement to the detriment of such
shareholders without their further approval.
9. NOTICES
Any notice, report, statement or demand required or permitted by any
provisions of this Agreement shall be in writing and shall be given by prepaid
telegraph, telecopy or certified mail addressed to the parties hereto at their
principal place of business.
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10. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF
LIABILITY
10.1 The Article and paragraph headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
10.2 This Agreement may be executed in any number of counterparts each of
which shall be deemed an original.
10.3 This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware.
10.4 This Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns, but no assignment
or transfer hereof or of any rights or obligations hereunder shall be
made by any party without the written consent of the other party.
Nothing herein expressed or implied is intended or shall be construed
to confer upon or give any person, firm or corporation, other than the
parties hereto and their respective successors and assigns, any rights
or remedies under or by reason of this Agreement.
10.5 It is expressly agreed that the obligations of the Predecessor Company
hereunder shall not be binding upon any of the directors,
shareholders, nominees, officers, agents, or employees of the
Predecessor Company personally, but shall bind only the property of
the Predecessor Company. The execution and delivery by such officers
of the Predecessor Company shall not be deemed to have been made by
any of them individually or to impose any liability on any of them
personally, but shall bind only the property of the Predecessor
Company. The Predecessor Company is a series company with a single
series, Weitz Partners Value Fund, and has entered into this Agreement
on behalf of the Predecessor Fund. With respect to any obligation of
the Predecessor Company arising hereunder, the Successor Trust and the
Successor Fund shall look for payment or satisfaction of such
obligations solely to the assets and property of the Predecessor Fund.
10.6 It is expressly agreed that the obligations of the Successor Trust
hereunder shall not be binding upon any of the trustees, shareholders,
nominees, officers, agents or employees of the Successor Trust
personally, but shall bind only the trust property of the Successor
Trust, as provided in the Declaration of Trust of the Successor Trust.
The execution and delivery by such officers of the Successor Trust
shall not be deemed to have been made by any of them individually or
to impose any liability on any of them personally, but shall bind only
the trust property of the Successor Trust as provided in the
Declaration of Trust of the Successor Trust. The Successor Trust is a
series company with multiple series, including Weitz Partners Value
Fund, and has entered into this Agreement on behalf of the Successor
Fund. With respect to any obligation of the Successor Trust arising
hereunder, the Predecessor Fund and the Predecessor Company shall look
for payment or satisfaction of such obligations solely to the assets
and property of the Successor Fund.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed by its duly authorized representatives.
Attest: WEITZ PARTNERS, INC., a Nebraska
Corporation
By: By:
----------------------------------- -----------------------------------
Name: Name:
--------------------------------- ---------------------------------
Title: Title:
-------------------------------- --------------------------------
Attest: THE WEITZ FUNDS, a Delaware Statutory
Trust
By: By:
----------------------------------- -----------------------------------
Name: Name:
--------------------------------- ---------------------------------
Title: Title:
-------------------------------- --------------------------------
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EXHIBIT B
ADVISORY FEES FOR CERTAIN OTHER FUNDS ADVISED BY WEITZ & CO.
<Table>
<Caption>
FUND ASSETS IN MILLION* TOTAL ADVISORY FEE
- --------------------------------------------------------------------------------
</Table>
[INDICATE WHETHER WEITZ & CO. HAS WAIVED, REDUCED, OR OTHERWISE AGREED TO REDUCE
ITS COMPENSATION UNDER ANY APPLICABLE CONTRACT (ITEM 22(c)(10))]
- ----------
*Assets shown in this Exhibit are as of [___________].
B-1
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[ PRELIMINARY PROXY - FOR SEC USE ONLY ]
WEITZ PARTNERS, INC.
SUITE 600
1125 SOUTH 103 STREET
OMAHA, NE 68124-6008
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
MARCH 5, 2004
PARTNERS VALUE FUND
PROXY
The undersigned hereby appoints Mary K. Beerling and Wallace R. Weitz and any
one of them (the "Proxy Committee") attorney and proxy with full power of
substitution to vote and act with respect to all shares of Partners Value Fund
("Fund"), a series of Weitz Partners, Inc. held by the undersigned at the
Special Meeting of Shareholders of the Fund to be held at 9:00 a.m., Central
Time, on March 5, 2004 at the Omaha Marriott, 10220 Regency Circle, Omaha,
Nebraska 68114 and at any adjournments thereof ("Special Meeting"), and
instructs each of them to vote as indicated on the matters referred to in the
Proxy Statement for the Special Meeting, receipt of which is hereby
acknowledged, with discretionary power to vote upon such other business as may
properly come before the Special Meeting.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF WEITZ PARTNERS, INC.
The Board of Directors recommends that you vote FOR the following proposals:
VOTE ON PROPOSAL:
PROPOSAL 1:
1. To approve a proposed Agreement and Plan of Reorganization and the
transactions contemplated thereby, which include: (a) the transfer of all
assets of the Fund to a newly formed series also called Partners Value Fund
(the "New Fund") of The Weitz Funds, a Delaware statutory trust (the "New
Trust"), in exchange for shares of the New Fund, and the assumption by the
New Fund of liabilities of the Fund; and (b) the distribution to Fund
shareholders of such New Fund's shares.
FOR / / AGAINST / / ABSTAIN / /
PROPOSAL 2:
2. To approve revisions to the Fund's fundamental investment restrictions.
IF YOU WISH TO VOTE FOR ALL OF THE FOLLOWING PROPOSALS NUMBERED 2.1 THROUGH
2.12, CHECK THIS BOX: / /
If you wish to vote on the following proposals numbered 2.1 through 2.12
individually, vote below:
<Table>
<Caption>
FOR AGAINST ABSTAIN
- -------------------------------------------------------------------------------------------------------------------------
2.1 To amend the fundamental investment restriction regarding underwriting securities. / / / / / /
2.2 To amend the fundamental investment restriction regarding investments in real estate. / / / / / /
2.3 To amend the fundamental investment restriction regarding investments in commodities. / / / / / /
2.4 To amend the fundamental investment restriction regarding issuing senior securities. / / / / / /
2.5 To amend the fundamental investment restriction regarding making loans. / / / / / /
</Table>
<Page>
<Table>
<Caption>
FOR AGAINST ABSTAIN
- -------------------------------------------------------------------------------------------------------------------------
2.6 To amend the fundamental investment restriction regarding borrowing. / / / / / /
2.7 To eliminate the fundamental investment restriction regarding purchasing securities
on margin.
2.8 To eliminate the fundamental investment restriction regarding participation in / / / / / /
securities trading accounts.
2.9 To eliminate the fundamental investment restriction regarding investments for / / / / / /
exercising control over an issuer.
2.10 To amend the fundamental investment restriction regarding industry concentration. / / / / / /
2.11 To amend the fundamental investment restriction regarding diversification. / / / / / /
2.12 To eliminate the fundamental investment restriction regarding investment objectives / / / / / /
and strategies.
</Table>
This proxy will be voted as specified. IF NO SPECIFICATION IS MADE FOR A
PROPOSAL, THIS PROXY WILL BE VOTED FOR THAT PROPOSAL.
Receipt of the Notice of Special Meeting and Proxy Statement is hereby
acknowledged.
Date:__________________, 2004
Please date and sign exactly as the name or names appear on your shareholder
account statement. When signing as attorney, trustee, executor, administrator,
custodian, guardian or corporate officer, please give full title. If shares are
held jointly, each shareholder must sign.
- ----------------------------- -----------------------------
Signature Signature (if held jointly)
- ----------------------------- -----------------------------
Title (If applicable) Title (If applicable)
PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.