Weitz Investment Management has delegated proxy voting decisions on securities held in each Fund’s portfolio to its investment advisor, Weitz Investment Management, Inc. (“Weitz Inc.”). Weitz Inc. has adopted Proxy Voting Policies and Procedures (“Proxy Voting Policies”) that provide that proxies on portfolio securities will be voted for the exclusive benefit, and in the best economic interest of the Funds’ shareholders, as determined by Weitz Inc. in good faith, subject to any restrictions or directions of a Fund. Such voting responsibilities will be exercised in a manner that is consistent with the general antifraud provisions of the Investment Advisors Act of 1940, as well as Weitz Inc.’s fiduciary duties under the federal and state law to act in the best interest of its clients. The Board of Trustees of the Funds has approved the Proxy Voting Policies.
On certain routine proposals (such as those which do not change the structures, bylaws or operations of a company), Weitz Inc. will generally vote in the manner recommended by management. Non-routine proposals (such as those affecting corporate governance, compensation and other corporate events) and shareholder proposals will generally be reviewed on a case-by-case basis. An investment analyst/portfolio manager will review each such proposal and decide how the proxy will be voted. With respect to all non-routine proposals and shareholder proposals, if a decision is made to consider voting in a manner other than that recommended by management, the analyst/portfolio manager will make a recommendation to the Director of Research, who will make the final determination as to how to vote the proxy in the best economic interests of the client.
In certain circumstances where, for example, restrictions on ownership of a particular security beyond the control of Weitz Inc. make it impossible for Weitz Inc. to acquire as large a position in that security as it determines is in the best interests of its clients, Weitz Inc. may, from time to time, enter into a voting agreement with an issuer of securities held in the account of a client which provides that the issuer will vote certain of the issuer’s proxies. Weitz Inc. will enter into such voting agreements only when it determines that it is in the best interests of the client to do so. Any such voting agreement will provide that any shares subject to the agreement be voted by the issuer in a manner that mirrors the votes cast on such matter by all other shareholders.
If Weitz Inc. determines that voting a particular proxy would create a conflict of interest between the interests of a Fund and its shareholders on the one hand, and Weitz Inc.’s own interests, the interests of the Funds’ distributor, or the interests of an affiliated person of the Funds, Weitz Inc., or the Funds’ distributor on the other hand, Weitz Inc. will either (i) disclose such conflict of interest to the Corporate Governance Committee of the Board of Trustees and obtain the consent of the committee before voting the proxy; (ii) vote such proxy based upon the recommendations of an independent third party such as a proxy voting service; or (iii) delegate the responsibility for voting the particular proxy to the Corporate Governance Committee of the Board of Trustees.