MANAGEMENT DISCUSSION & ANALYSIS – PARTNERS III OPPORTUNITY FUND

MARCH 31, 2009

Portfolio Manager:  Wallace R. Weitz

Partners III Opportunity Fund returned +1.6% in the first quarter, compared to a -11.0% decline for the S&P 500. The Fund’s short positions in two Exchange Traded Funds (ETF’s) that track small capitalization stocks contributed positively to performance due to the Russell 2000’s decline of -15%. A handful of smaller company stocks delivered substantial gains during the quarter, and we think Coinstar (+68%), Cabela’s (+56%) and Eagle Materials (+32%) still have upside potential. Detractors from performance were not concentrated in any specific area. Berkshire Hathaway was down -12%, (after declining nearly -30% intra-quarter) on what we think are overblown short-term concerns. Mohawk (-30%) and American Express (-26%) face near-term business challenges due to the weak economy. While our value estimates have come down, we remain confident about their long-term business prospects and upside potential from here.

For the fiscal year the Fund declined -26.7%, compared to the S&P 500’s -38.1% decline. All sectors were affected and our financial and consumer-related companies were particularly hard hit. We have written in prior quarters about Berkshire Hathaway (-36%), Liberty Media – Interactive (-82%), American Express (-67%), Redwood Trust (-51%) and Liberty Global (-56%). In addition, several of our large-cap holdings did not provide the ballast we expected. The underlying businesses held up better than the stocks at companies such as Microsoft (-34%), UnitedHealth Group (-39%), Comcast (-31%) and even much-maligned Dell (-52%). With such a broad decline across the entire market, it is no surprise that the Fund benefited from its short positions. We have short positions in ETF’s which track indexes of small and mid-cap stocks as well as the Dow Jones Real Estate Fund which is comprised mainly of property real estate investment trusts (REITS). Among the few bright spots on the long side were Apollo Group, TD Ameritrade, Beacon Roofing, Wal-Mart and Bed Bath & Beyond which were sold at healthy gains.

These performance numbers reflect the deduction of the Fund’s annual operating expenses which as stated in its most recent Prospectus are 1.54% 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, 20 and 25 year Nasdaq numbers for which reinvestment of dividend information was not available).

** Performance of the Partners III Opportunity Fund (the "Fund") is measured from June 1, 1983, the inception of Weitz Partners III Limited Partnership (the "Partnership"). As of December 30, 2005, the Fund succeeded to substantially all of the assets of the Partnership. The investment objectives, policies and restrictions of the Fund are materially equivalent to those of the Partnership and the Partnership was managed at all times with full investment authority by Wallace R. Weitz & Company. The performance information includes performance for the period before the Fund became an investment company registered with the Securities and Exchange Commission. During this period, the Partnership was not registered under the Investment Company Act of 1940 and, therefore, was not subject to certain investment restrictions imposed by the 1940 Act. If the Partnership had been registered under the 1940 Act during this period, the Partnership’s performance might have been adversely affected.

# 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.