MANAGEMENT DISCUSSION & ANALYSIS – HICKORY FUND

MARCH 31, 2009

Portfolio Manager:  Wallace R. Weitz

The Hickory Fund declined -1.7% in the first quarter, compared to a decline of -11.0% for the S&P 500. A handful of smaller company stocks delivered substantial gains during the quarter. We think Coinstar (+68%), Cabela’s (+56%) and Liberty Media – Capital (+48%) remain undervalued at today’s price levels. Redwood Trust was another significant contributor during the quarter. We added to our position when the company offered new shares at $11.25 in January. Redwood’s stock closed the quarter up 36% from that level. Mohawk Industries (-30%), a leading producer of floor coverings, faces near-term business challenges due to the weak economy. While our value estimate has come down, we remain confident about the company’s long-term prospects and upside potential. Berkshire Hathaway, because of its unique combination of safety and value, is a notable exception to Hickory’s focus on smaller companies. The class A shares finished the quarter down -10%, after declining more than -25% intra-quarter on what we think are overblown short-term concerns.

For the fiscal year ended March 31, 2009, the Fund was down -35.3% slightly outperforming the S&P 500 return of -38.1%. As fear overtook investor confidence the damage to stocks was broad and monolithic, particularly for our financial and consumer-related holdings. Our value estimates declined significantly for some companies, such as Liberty Media – Interactive (-82%), Redwood Trust (-51%) and Mohawk Industries (-58%). We think business values remain largely intact at several others, including Liberty Global (-56%) and Berkshire Hathaway CL A (-35%). We sold a few of the most troubled financial stocks last summer, well before the crisis reached full bloom. A handful of companies performed well despite the challenging environment. Omnicare (+35%) made progress on its plan to improve the company’s cost structure, Coinstar (+16%) kept rolling out profitable coin and Redbox DVD machines, and ACI Worldwide (+18% from our average purchase price) continued to see demand for its payment processing services. We think all three have bright prospects for the years ahead.

During the first quarter we added several new names from a variety of industries: Avon Products, Corporate Executive Board, Laboratory Corp., EOG Resources and Energizer Holdings. All generate plenty of free cash flow with manageable balance sheet risks. We eliminated small positions in Level 3 Communications, HSN and IAC/InterActiveCorp. With very volatile markets investors may notice more trading activity around the edges, particularly in the Fund’s smaller positions. While we do try to be opportunistic, rest assured that this activity does not represent any change in our investment philosophy. As we trimmed positions into the late March market rally, the Fund’s residual cash position drifted up to 14% of net assets at quarter end.

These performance numbers reflect the deduction of the Fund’s annual operating expenses which as stated in its most recent Prospectus are 1.23% of the Fund’s net assets. This information represents past performance and past performance does not guarantee future results. The investment return and the principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. Current performance may be higher or lower than the performance data quoted above. Performance data current to the most recent month-end may be obtained at www.weitzfunds.com/performance/monthly.asp.

* All performance numbers assume reinvestment of dividends (except for the 15 year Nasdaq number for which reinvestment of dividend information was not available).

# Index performance is hypothetical and is for illustrative purposes only.

Investors should consider carefully the investment objectives, risks, and charges and expenses of the Fund before investing. The Fund’s Prospectus contains this and other information about the Fund and should be read carefully before investing. Portfolio composition is subject to change at any time and references to specific securities, industries, and sectors referenced in this letter are not recommendations to purchase or sell any particular security. Current and future portfolio holdings are subject to risk. See the Schedule of Investments in Securities included in the Fund’s quarterly report for the percent of assets of the Fund invested in particular industries or sectors.

Weitz Securities, Inc. is the distributor of The Weitz Funds.