EXPENSE LIMITATION AGREEMENT
Agreement dated as of the 1st day of October, 2005 by and between The
Oberweis Funds (the "Trust"), a Massachusetts business trust, on behalf of the
Oberweis China Opportunities Fund (the "Fund") and Oberweis Asset Management,
Inc., an Illinois corporation (the "Adviser").
WHEREAS, the Trust has entered into an investment advisory and management
agreement with respect to the Fund with the Adviser (the "Advisory Agreement");
and
WHEREAS, the Trust and the Adviser wish to agree to an expense limitation
with respect to the Fund;
NOW, THEREFORE, in consideration of the promises and covenants herein
contained, the parties hereto, intending to be legally bound, do hereby agree:
1. EXPENSE LIMITATION.
For the period October 1, 2005 through April 30, 2006, in the event the
operating expenses of the Fund on an accrual basis, including all investment
advisory, management and administrative fees, for any fiscal year of the Fund
during which the Advisory Agreement is in effect exceed 2.49% of the Fund's
average daily net assets, the Adviser 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 Adviser 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 Adviser. 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.
Notwithstanding anything in the foregoing to the contrary, the Adviser
shall not be obligated to reimburse the Fund in an amount exceeding its
investment advisory and management fee for the period, except to the extent
required by applicable law.
2. MISCELLANEOUS.
(a) Interpretation. Nothing herein contained shall be deemed to
require the Trust or the Fund to take any action contrary to the Trust's
Agreement and Declaration of Trust (the "Trust Agreement") or By-Laws, or any
applicable statutory or regulatory requirement to which it is subject or by
which it is bound, or to relieve or deprive the Trust's Board of Trustees of its
responsibility for and control of the conduct of the affairs of the Trust or the
Fund.
(b) Definitions. Any question of interpretation of any term or
provision of this Agreement, including but not limited to the investment
advisory and management fee, having a counterpart in or otherwise derived from
the terms and provisions of the Advisory Agreement or the Investment Company Act
of 1940 (the "1940 Act"), shall have the same meaning as and be resolved by
reference to such Advisory Agreement or the 1940 Act.
(c) Amendments. This Agreement may be amended only by a written
agreement signed by each of the parties hereto.
(d) Limitation of Liability. This Agreement is executed by or on
behalf of the Fund and the Adviser is hereby expressly put on notice of the
limitation of Shareholder and Trustee liability as set forth in the Trust
Agreement, and agrees that the obligations assumed by the Fund pursuant to this
Agreement shall be limited in all cases to the Fund and its assets, and the
Adviser shall not seek satisfaction of any such obligations from the
Shareholders or any Shareholder of the Fund. In addition, the Adviser shall not
seek satisfaction of any such obligations from the trustees or officers of the
Fund or any individual trustee or officer.
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.
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By: By:
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Attest: Attest:
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