Exhibit 23(h)(6)
AMENDED EXPENSE LIMITATION AGREEMENT
Agreement dated as of the 7th day of May, 2003 as amended and restated the
12th day of February, 2004 by and between The Oberweis Funds (the "Fund"), a
Massachusetts business trust, on behalf of each of its portfolios, the Oberweis
Micro-Cap Portfolio, Oberweis Emerging Growth Portfolio and Oberweis Mid-Cap
Portfolio (each a "Portfolio" and collectively, the "Portfolios") and Oberweis
Asset Management, Inc., an Illinois corporation (the "Manager").
WHEREAS, the Fund has entered into a management agreement with respect to
the Portfolios with the Manager; and
WHEREAS, the Fund and the Manager wish to agree to certain expense
limitations with respect to the Portfolios;
NOW, THEREFORE, in consideration of the promises and covenants herein
contained, the parties hereto, intending to be legally bound, do hereby agree:
1. For the period September 30, 2003 through April 30, 2005:
In the event the operating expenses of a Portfolio on an accrual basis,
including all investment advisory, management and administrative fees,
for any fiscal year of the Fund during which the management agreement
is in effect exceed the following amounts expressed as a percentage of
the Portfolio's average daily net assets:
2.0% of the first $25,000,000; plus
1.8% of the next $25,000,000; plus
1.6% average daily net assets in excess of $50,000,000,
the Manager shall reimburse the Fund for 100% of such excess; provided,
however, there shall be excluded from such expenses the amount of any
interest, taxes, brokerage commissions, and extraordinary expenses
(including but not limited to legal claims and liabilities and
litigation costs and any indemnification related thereto) paid or
payable by the Fund; provided further, however that fees and expenses
relating to meetings of the Fund's shareholders and related proxy
solicitation shall not be deemed to be extraordinary. Such
reimbursement, if any, shall be computed and accrued daily, shall be
settled on a monthly basis and shall be based upon the expenses and
average net assets computed through the last business day of the month.
As of the end of the Fund's fiscal year, however, the aggregate amount
of reimbursements, if any, by the Manager to the Fund in excess of the
amount necessary to limit the operating expenses on an annual basis to
said expense
limitation shall be refunded to the Manager. If this Agreement is in
effect during only part of a fiscal year, the expenses of the Fund
during such part of the year shall be annualized for purposes of
applying the foregoing expense limitation. The expense limitation
guarantee shall be allocated to each Portfolio upon a reimbursement
based upon the relative average daily net assets of each such
Portfolio.
Notwithstanding anything in the foregoing to the contrary, Manager
shall not be obligated to reimburse the Fund in an amount exceeding the
aggregate of its fee plus any fee paid to Manager for investment
advisory services for the period, except to the extent required by
applicable law.
2. The terms of the management agreement are not otherwise affected,
modified or terminated by this Agreement.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
signed by their duly authorized officers as the day and year first above
written.
THE OBERWEIS FUNDS OBERWEIS ASSET MANAGEMENT, INC.
/s/ Xxxxx X. Xxxxxxxx /s/ Xxxxxxx X. Xxxxx
_______________________________ _______________________________
By: Xxxxx X. Xxxxxxxx By: Xxxxxxx X. Xxxxx
/s/ Xxxxxx X. Xxxxxxxx /s/ Xxxxxx X. Xxxxxxxx
_______________________________ _______________________________
Attest: Attest:
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