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EXHIBIT 14
Code of Ethics - Weitz Partners, Inc., Weitz Series Fund, Inc.,
Wallace R. Weitz & Company and Weitz Securities, Inc.
C-11
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CODE OF ETHICS OF
WEITZ SERIES FUND, INC.
WEITZ PARTNERS, INC.
WALLACE R. WEITZ & COMPANY
WEITZ SECURITIES, INC.
Rule 17j-1--Investment Company Act of 1940
WHEREAS, the reputation and integrity of the Weitz Entities (as herein
defined), are dependent upon maintenance of the highest possible standards in
the public and private relationships of the Weitz Entities; and
WHEREAS, it is incumbent upon all Access Persons (as herein defined) to
avoid any activities which might be in conflict with their primary
responsibility toward the Weitz Entities and the shareholders of the Funds or
which would allow such Access Persons to take inappropriate advantage of their
positions; and
WHEREAS, all Access Persons recognize that they act as fiduciaries for the
shareholders of the Funds and that the interests of the shareholders are primary
at all times; and
WHEREAS, in furtherance of such standards and the fiduciary
responsibilities of Access Persons toward shareholders, it is essential that
personal securities transactions of Access Persons be conducted in a manner
consistent with this Code of Ethics and so as to avoid any actual or potential
conflict of interest or abuse of the position of trust and responsibility of
such Access Persons;
NOW, THEREFORE, the Boards of Directors of the Funds, Weitz & Co., and
Weitz Securities hereby each adopt the following Code of Ethics:
Section One - Definitions
(a) "Access Person" means any director, officer, general partner, or
Advisory Person of the Funds, Weitz & Co. or Weitz Securities.
(b) "Adviser Personnel" means the officers, directors and employees of
Weitz & Co.
(c) "Advisory Person" means (i) any employee of the Weitz Entities (or of
any company in a control relationship to the Weitz Entities), who, in
connection with his or her regular functions or duties, makes,
participates in, or obtains information regarding the purchase or sale
of Covered Securities by Weitz-Advised Funds, or whose functions
relate to the making of any recommendations with respect to such
purchases or sales and (ii) any natural person in a control
relationship to the Weitz Entities who obtains information concerning
recommendations made to a Weitz-Advised Fund with regard to the
purchase or sale of a Covered Security by a Weitz-Advised Fund.
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(d) "Beneficial Ownership" shall be interpreted in the same manner as it
would be under Regulation 240.16a-1(a)(2) of the Securities Exchange
Act of 1934 (the "Exchange Act") in determining whether a person is
the beneficial owner of a security for purposes of Section 16 of the
Exchange Act.
(e) "Control" has the same meaning as that set forth in Section 2(a)(9) of
the Investment Company Act of 1940.
(f) "Covered Security" means a security as defined in Section 2(a)(36) of
the Investment Company Act of 1940, except that it does not include
(i) direct obligations of the Government of the United States, (ii)
bankers' acceptances, bank certificates of deposit, commercial paper
and high quality short-term debt instruments, including repurchase
agreements or (iii) shares of registered open- end investment
companies.
(g) "Funds" means Weitz Series Fund, Inc. and Weitz Partners, Inc.
(h) "Initial Public Offering" means an offering of securities registered
under the Securities Act of 1933, the issuer of which, immediately
before the registration, was not subject to the reporting requirements
of Sections 13 or 15(d) of the Exchange Act.
(i) "Investment Personnel" of the Weitz Entities means (i) any employee of
Weitz & Co. who, in connection with his or her regular functions or
duties, makes or participates in making recommendations regarding the
purchase or sale of securities by a Weitz-Advised Fund; and (ii) any
natural person who controls a Weitz Entity and who obtains information
concerning recommendations made to a Weitz-Advised Fund regarding the
purchase or sale of securities by the Weitz-Advised Fund.
(j) "Limited Offering" means an offering that is exempt from registration
under the Securities Act of 1933 pursuant to Section 4(2) or Section
4(6) or pursuant to Rule 504, Rule 505, or Rule 506 under the
Securities Act of 1933.
(k) "Portfolio Manager" means an individual who is primarily responsible
for the day-to-day management of one or more of the Weitz-Advised
Funds.
(l) "Purchase or Sale of a Covered Security" includes, among other things,
the writing of an option to purchase or sell a Covered Security.
(m) "Security Held or to be Acquired" by the Funds means:
(1) Any Covered Security which, within the most recent 15 days:
(i) Is or has been held by one or both of the Funds; or
(ii) Is being or has been considered by one or both of the Funds
or its investment adviser for purchase by one or both of the
Funds; and
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(2) Any option to purchase or sell, and any security convertible
into or exchangeable for, a Covered Security described in
Paragraph (1) of this definition.
(n) "Weitz-Advised Funds" includes the Funds, any other registered
open-end investment management company affiliated with or advised by
Weitz & Co., Weitz Income Partners - Limited Partnership, Weitz
Partners III - Limited Partnership, Heider-Weitz - Limited Partnership
and any individual investment accounts advised by Weitz & Co.
(o) "Weitz & Co." means Wallace R. Weitz & Company, investment adviser to
the Funds.
(p) "Weitz Entities" includes Weitz Series Fund, Inc., Weitz Partners,
Inc., Wallace R. Weitz & Company and Weitz Securities, Inc.
(q) "Weitz Securities" means Weitz Securities, Inc., distributor for the
Funds.
Section Two - Prohibited Activities
(a) No Access Person shall engage in any activities for material personal
gain or profit which could be detrimental to the interests of the
Funds and their shareholders.
(b) No Access Person, in connection with the purchase or sale, directly or
indirectly, by such person of a Security Held or to be Acquired by the
Funds shall engage in conduct made unlawful by Rule 17j-1 under the
Investment Company Act of 1940. Thus, no Access Person shall:
(1) Employ any device, scheme, or artifice to defraud the Funds;
(2) Make any untrue statement of a material fact to the Funds or omit
to state a material fact necessary in order to make the
statements made to the Funds, in light of the circumstances under
which they are made, not misleading;
(3) Engage in any act, practice, or course of business that operates
or would operate as a fraud or deceit upon the Funds; or
(4) Engage in any manipulative practice with respect to the Funds.
(c) The following additional restrictions shall apply with respect to
personal transactions of Adviser Personnel in any Covered Security:
(1) Investment Personnel must acquire prior written approval of the
President of Weitz & Co. or his designee before directly or
indirectly acquiring beneficial ownership in any securities in an
Initial Public Offering or in a Limited Offering;
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(2) All personal transactions in Covered Securities of Adviser
Personnel (except for transactions effected for any account over
which such Adviser Personnel does not have any direct or indirect
influence or control) shall be precleared by the President of
Weitz & Co. or his designee;
(3) Adviser Personnel are prohibited from executing personal trades
in any Covered Security on any day in which one or both of the
Funds or any other Weitz-Advised Fund has a pending "buy" or
"sell" order in that same Covered Security until the order of the
respective Fund or other Weitz-Advised Fund is executed or
withdrawn;
(4) Adviser Personnel who are Portfolio Managers are prohibited from
buying or selling any Covered Security within at least seven
calendar days before and after a trade in that Covered Security
by a portfolio within a Weitz-Advised Fund that he or she
manages. If any such trade shall occur, any profits realized on
such trades shall be disgorged to the respective Weitz-Advised
Fund;
(5) Adviser Personnel are prohibited from profiting as a result of
the purchase and sale (or sale and purchase) of the same Covered
Security (or equivalent Securities) within a period of 60 days
from the original sale or purchase, as the case may be, of such
Covered Security; provided, however, that the President or his
designee shall have the right to consent to certain exceptions to
this prohibition. If any such trade shall occur that has not been
consented to by the President, any profits realized on such
trades shall be disgorged to the respective Weitz-Advised Fund;
(6) Adviser Personnel are prohibited from receiving any gift or any
other thing of more than de minimus value from any person or
entity that does business with or on behalf of Weitz-Advised
Funds; and
(7) Adviser Personnel are prohibited from serving on the board of
directors of publicly traded companies, except with prior
authorization of the President of Weitz & Co.
Section Three - Reporting and Annual Certification Requirements
(a) In order to implement the restrictions set forth in Section Two (c)
above, Adviser Personnel shall comply with the following procedures:
(1) All Adviser Personnel shall direct their brokers to supply to the
President of Weitz & Co. or his designee, on a timely basis, (a)
duplicate copies of confirmations of all personal transactions in
Covered Securities and (b) copies of periodic statements for all
accounts maintained with such broker with respect to Covered
Securities transactions;
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(2) Adviser Personnel shall make the following reports of direct or
indirect beneficial ownership of Covered Securities:
(i) An initial report no later than ten days after the Adviser
Personnel becomes an employee of Weitz & Co.;
(ii) An annual report which shall report holdings as of a date no
more than thirty days before the report is submitted.
The initial and annual reports will include the following
information:
(i) The title, number of shares and principal amount of each
Covered Security in which the Adviser Personnel had any
direct or indirect beneficial ownership;
(ii) The name of any broker, dealer or bank with whom the Adviser
Personnel maintains an account in which Covered Securities
are held for the direct or indirect benefit of the Adviser
Personnel; and
(iii) The date of the report.
(3) All Adviser Personnel shall certify annually:
(i) that they have read and understand this Code of Ethics and
recognize they are subject to its provisions; and
(ii) that they have complied with the requirements of the Code of
Ethics and have disclosed or reported all personal
transactions in Covered Securities required to be reported
or disclosed pursuant to the requirements of the Code of
Ethics.
(b) All Access Persons shall report to Weitz & Co. within 10 days after
the end of each calendar quarter the information set forth below with
respect to transactions during such calendar quarter in any Covered
Security in which such Access Person has, or by reason of such
transaction acquires, any direct or indirect Beneficial Ownership in
the Covered Security:
(1) The date of the transaction, the title, the interest rate and
maturity date (if applicable), the number of shares and the
principal amount of each Covered Security involved;
(2) The nature of the transaction (i.e., purchase, sale, or any other
type of acquisition or disposition);
(3) The price at which the transaction was effected;
(4) The name of the broker, dealer, or bank with or through whom the
transaction was effected;
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(5) The date the report is submitted; and
(6) A list of any new brokerage accounts established during the
quarter.
Section Four - Exceptions From Reporting and Preclearance Requirements
No person shall, however, be required to make a report or preclear personal
transactions in Covered Securities pursuant to Section Two (c)(2) other than the
approvals required by Section Two (c)(1):
(a) With respect to transactions effected for, and Covered Securities held
in, any account over which such person does not have any direct or
indirect influence or control;
(b) Where such person is not an interested person of the Funds within the
meaning of Section 2(a)(19) of the Investment Company Act of 1940 (the
"Act"), and would be required to make such a report solely by reason
of being a director of the Funds unless the director knew or, in the
ordinary course of fulfilling his or her official duties as director
of the Funds, should have known that during the 15-day period
immediately before or after the director's transaction in a Covered
Security, the Funds purchased or sold the Covered Security, or the
Funds or Weitz & Co. considered purchasing or selling the Covered
Security; or
(c) Where a report made to Weitz & Co. would duplicate information
reported pursuant to rules under the Investment Advisers Act of 1940.
(d) In addition, no Access Person shall be required to preclear personal
transactions in Covered Securities pursuant to Section Two (c)(2) in
the following circumstances:
(1) Reinvestments of dividends pursuant to a plan;
(2) Transactions in: short-term securities issued or guaranteed by an
agency or instrumentality of the U.S. Government; bankers'
acceptances; U.S. bank certificates of deposit; and commercial
paper;
(3) Transactions in which direct or indirect beneficial ownership is
not acquired or disposed of;
(4) Transactions in accounts as to which an Access Person has no
investment control; and
(5) Transactions in securities in connection with an employer
sponsored or other tax qualified plan, such as a 401(k) plan, an
IRA, or ESOP, in an amount not exceeding $1,000 in any calendar
month.
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Section Five - Sanctions
The President of Weitz & Co. may impose penalties for violation of this
Code of Ethics commensurate with the gravity of the violation; and such
penalties may range from a written reprimand to fines, denial of salary
increases, job demotions, suspension, or termination.
Section Six - Information and Records
The General Counsel of Weitz & Co. shall be responsible for the following:
(a) Identifying Access Persons and Adviser Personnel who are under a duty
to provide (i) quarterly transaction reports, and (ii) initial and
annual holding reports;
(b) Informing such Access Persons and Adviser Personnel of such duties;
(c) Obtaining the annual certification required by Section Three (a)(3)
hereof;
(d) Furnishing a copy of the Code of Ethics to all such persons prior to
its effective date and annually thereafter;
(e) Obtaining the initial and annual reports required by Section Three
(a)(2) hereof and the transaction reports required by Section Three
(b) hereof;
(f) Receiving and reviewing such reports and certifications;
(g) Obtaining the approval by the Boards of Directors of the Code of
Ethics of the Funds, Weitz & Co. and Weitz Securities, Inc. and any
material changes to those Codes;
(h) Providing to the Boards of Director an annual report in writing
setting forth information about material violations of the Code or the
Code procedures, any sanctions imposed in response to such violations
and certifying that the Weitz Entities have adopted procedures to
prevent its Access Persons from violating the Code; and
(i) Maintaining records in conformance to the requirements set forth in
Rule 17j-l under the Act.
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WEITZ SERIES FUND, INC.
WEITZ PARTNERS, INC.
WALLACE R. WEITZ & COMPANY
WEITZ SECURITIES, INC.
PERSONAL SECURITIES TRANSACTIONS
Rule 204-2(a)(12)IA Act
Rule 17j-1 IC Act
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POLICY: (Terms used herein are used with the definitions assigned in the Code of
Ethics of the Weitz Entities.)
All Access Persons and Adviser Personnel shall, with respect to personal
transactions in any Covered Security, comply fully with the terms and
conditions of the Code of Ethics of the Weitz Entities and the procedures
related to implementing those terms and conditions set forth below.
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PROCEDURES:
Section One - Procedures Relating to Personal Securities Transactions
A. All Adviser Personnel are required to comply with the following when
effecting personal transactions in Covered Securities in which they, their
families (including the spouse, minor children and adults living in the
same household) and trusts of which they are trustees or in which they have
a beneficial interest, have participated:
(a) to record the transaction in the daily trading log;
(b) to direct their brokers to supply to the President of Weitz & Co. or
his designee, on a timely basis, (i) duplicate copies of confirmations
of all personal transactions in Covered Securities, and (ii) copies of
periodic statements for all accounts maintained with such broker with
respect to transactions in Covered Securities;
(c) to comply with the restrictions set forth in Section Two of the Code
of Ethics; and
(d) to comply with the Policy Statement on Insider Trading.
B. In addition, all Adviser Personnel shall:
(a) preclear all personal transactions in Covered Securities with the
President of Weitz & Co. or his designee by completing a preclearance
approval in the form attached hereto as Exhibit A;
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(b) make the following reports of direct or indirect beneficial ownership
of Covered Securities in the form attached hereto as Exhibit B:
(i) no later than ten days after the Adviser Personnel becomes an
employee of Weitz & Co., an initial report; and
(ii) no later than January 30 of each year an annual report which
reports holdings as of a date no more than thirty days before the
report is submitted.
(c) within 10 days of the end of each calendar quarter, report to the
President of Weitz & Co. the information required by Section Three (b)
of the Code of Ethics with respect to transactions during such
calendar quarter in any Covered Security in which such Access Person
has, or by reason of such transaction acquires, any direct or indirect
Beneficial Ownership in the Covered Security; provided, however, no
such report shall be required with respect to transactions described
in Section Four of the Code of Ethics;
(d) no later than January 30 of each year, deliver to the President of
Weitz & Co. the certification required by Section Three (a)(3) of the
Code of Ethics in the form attached hereto as Exhibit C.
C. If the President has, in accordance with Section Two (c)(1) of the Code of
Ethics, given his prior written approval of an investment in an Initial
Public Offering or a Limited Offering by an Investment Personnel, the
President shall make a record of his reasons for such approval on the
relevant preclearance form. Investment Personnel for whom such investment
is approved shall not participate in any subsequent decisions with respect
to an investment in the issuer of such security by a Weitz-Advised Fund.
D. The President shall consent to exceptions to Section Two (c)(5) of the Code
of Ethics if the President determines that, given the circumstances of the
proposed transaction, a purchase and sale (or sale and purchase) of the
same Covered Security (or equivalent Covered Securities) within a period of
60 days of the original sale or purchase of such Covered Security will not
cause harm to the Funds or their shareholders or otherwise be contrary to
the purposes of the Code of Ethics. Relevant factors to such a
determination shall be recorded by the President on the relevant
preclearance form.
Section Two - Maintenance of Records
Weitz & Co. shall maintain the following records:
(a) a list of all Access Persons and Adviser Personnel (a copy of which is
attached hereto as Exhibit D);
(b) a chronological listing in the daily trading log of all securities
transactions of the Weitz-Advised Funds;
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(c) copies of preclearance forms with respect to personal transactions in
Covered Securities;
(d) a copy of the duplicate copy of the confirmation provided by the
broker and copies of periodic statements for accounts maintained with
such broker with respect to transactions in Covered Securities;
(e) copies of the initial and annual reports of personal holdings in
Covered Securities delivered pursuant to Section Three (a)(2) of the
Code of Ethics;
(f) copies of the quarterly reports required to be delivered pursuant to
Section Three (b) of the Code of Ethics;
(g) copies of the annual certifications required to be delivered pursuant
to Section Three (a)(3) of the Code of Ethics;
(h) copies of each Code of Ethics for the Weitz Entities that was in
effect during the past five years;
(i) copies of the written approvals of the President pursuant to Section
Two (c)(1) to investments in Initial Public Offerings or Limited
Offerings; and
(j) copies of the reports provided to the Boards of Directors pursuant to
Section Six (h) for the last five years.
Section Three - Annual Report to Boards of Directors
The Vice President/General Counsel of the Adviser shall prepare an annual
report for the Boards of Directors which:
(a) certifies that the Funds each have adopted procedures to prevent its
Access Persons from violating the Code;
(b) identifies any material violations of the Code of Ethics or these
procedures and any sanctions imposed in response to such violations;
and
(c) identifies any recommended changes in existing restrictions or
procedures.
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Exhibit A
PRECLEARANCE OF SECURITIES TRANSACTIONS
Name of Adviser Personnel: _________________________________________________
Nature of Transaction: _____________________________________________________
Proposed Date of Transaction: ______________________________________________
Name of Security: __________________________________________________________
Aggregate Dollar Amount of Proposed Transaction: ___________________________
Aggregate Number of Shares To Be Purchased or Sold: ________________________
Transaction Approved by: _________________
Date & Time of Approval: _________________
Record of Reasons for Approval of Short-Term Trades or Investments in Initial
Public Offering or Limited Offering :
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Exhibit B
INITIAL/ANNUAL REPORT OF COVERED SECURITIES HOLDINGS*
Employee Name:__________________________________
Date of Report:_________________________________
<TABLE>
<CAPTION>
Number of Principal Broker, Dealer, or Bank
Name of Security Shares Amount with Whom Acct Is Maintained
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<S> <C> <C> <C>
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</TABLE>
* Annual Report should report holdings as of a date no more than thirty days
before the report is submitted.
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Exhibit C
CODE OF ETHICS CERTIFICATION
I,______________________________________, hereby certify as follows:
(i) I have read the Code of Ethics of Weitz Partners, Inc., Weitz Series
Fund, Inc., Wallace R. Weitz & Co. and Weitz Securities, Inc. and
recognize that I am subject to the provisions of the Code of Ethics;
(ii) I have complied with the requirements of the Code of Ethics and have
disclosed or reported all personal transactions in Covered Securities
required to be disclosed or reported pursuant to the requirements of
the Code of Ethics.
Dated this ____ day of January,_____.
By______________________________________
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EXHIBIT D
ACCESS PERSONS ADVISER PERSONNEL
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Julie A. Babb Julie A. Babb
Jon A. Baker Jon A. Baker
Mary K. Beerling Mary K. Beerling
Shar M. Bennett Shar M. Bennett
Mary E. Bickels Mary E. Bickels
Thomas D. Carney Thomas D. Carney
Lorraine Chang Kristie L. Dye
Kristie L. Dye Angela D. Fries
Angela D. Fries Carole A. Geist
Carole A. Geist Martha J. Gilchrist
Martha J. Gilchrist Charles F. Heider
John W. Hancock Rachelle R. Hill
Charles F. Heider Kathie A. Joerz
Rachelle R. Hill Nikki J. Johnson
Richard D. Holland Ann K. Krone
Kathie A. Joerz Lori Kuhlmann
Nikki J. Johnson Linda L. Lawson
Ann K. Krone Richard F. Lawson
Lori Kuhlman Steven R. Malousek
Linda L. Lawson Daniel J. McCarthy
Richard F. Lawson Shelly L. Milan
Steven R. Malousek Monica A. Mlynczak
Daniel J. McCarthy Theresa A. O'Connor
Shelly L. Milan Tiffany L. Robbins
Monica A. Mlynczak Daniel A. Sullivan
Theresa A. O'Connor Monica F. Swift
Thomas R. Pansing Patty M. Weist
Tiffany L. Robbins Andrew S. Weitz
Daniel A. Sullivan Wallace R. Weitz
Monica M. Swift
Delmer L. Toebben
Patty M. Weist
Andrew S. Weitz
Wallace R. Weitz
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