MANAGEMENT DISCUSSION & ANALYSIS – PARTNERS VALUE FUND

MARCH 31, 2009

Co-Portfolio Managers:  Wallace R. Weitz
Bradley P. Hinton

The Partners Value Fund declined -4.4% in the first quarter, compared to a -11.0% return 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 Eagle Materials (+32%) remain undervalued at today’s price levels. Redwood Trust was another large 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%), American Express (-26%) and Vulcan Materials (-36%) all face near-term business challenges due to the weak economy. While our value estimates for these companies have come down, we remain confident about their long-term business prospects and upside potential.

For the fiscal year ended March 31, 2009, the Fund declined -32.0% compared to a -38.1% decline in the S&P 500. While the list of detractors was broad-based, several of our financial and consumer-related stocks were especially hard hit. Our value estimates declined significantly for some companies, such as Liberty Media – Interactive (-82%) and American Express (-67%). We think business values remain largely intact at several others, including Berkshire Hathaway (-37%) and Liberty Global (-56%). Fortunately, we sold a few of the most troubled financial stocks last summer, well before the crisis reached full bloom. Finally, we were too willing to initially "look across the economic valley" with housing-sensitive companies USG (-79%) and Mohawk Industries (-58%).

A trio of smaller companies had solid years 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 Discovery Communications’ (+16% from our average purchase price) non-fiction cable networks continued to attract audiences and generate strong cash flows. We think all three have bright prospects for the years ahead.

We made meaningful adjustments to several of the Fund’s existing holdings during the quarter. First, we increased our Berkshire Hathaway position by 50% to 9.8% of net assets when the stock cratered in February. We are comfortable owning a very large position in Berkshire due to its exceptional balance sheet strength and its diversified portfolio of durable businesses, all with a one-of-a-kind capital allocator at the helm. Second, we added to our holdings of Redwood Trust (6.2% of net assets) at $11.25, as mentioned previously. Third, we trimmed a number of large positions as stocks rallied both early and late in the quarter. Examples include WellPoint, Telephone & Data Systems, Washington Post and UnitedHealth Group.

We started to build new positions in XTO Energy and Corporate Executive Board during March. Both are terrific companies that we have followed from a distance for many years. We also eliminated the Fund’s small positions in Energizer Holdings and ITT Educational Services at moderate gains. 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 sold shares into the late March market rally, the Fund’s residual cash position drifted up to 13.5% 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 1.16% 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 Value Fund (the “Fund”) is measured from June 1, 1983, the inception of Weitz Partners II Limited Partnership (the “Partnership”). As of December 31, 1993, 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.