Exhibit (d)(13)

INVESTMENT ADVISORY and Management AGREEMENT

AGREEMENT made as of the 19th day of May, 2017 by and between THE OBERWEIS FUNDS, a Massachusetts business trust (the “Trust”), on behalf of the Oberweis Small-Cap Value Fund (the “Fund”), and OBERWEIS ASSET MANAGEMENT, INC., an Illinois corporation (the “Adviser”).

WHEREAS, the Trust is an open-end, diversified management investment company registered under the Investment Company Act of 1940 (the “1940 Act”), the units of beneficial interest (“Shares”) of which are registered under the Securities Act of 1933 (the “ 1933 Act”); and

WHEREAS, the Trust is authorized to issue Shares in separate series with each such series representing the interests in a separate portfolio of securities and other assets; and

WHEREAS, the Trust currently offers Shares in seven portfolios, including the Fund, together with any other portfolios which may be established later and served by the Adviser hereunder, being herein referred to collectively as the “Funds” and individually referred to as a “Fund”; and

WHEREAS, the Trust desires at this time to retain the Adviser to render investment advisory services to the Fund and to provide the Fund with certain non-investment advisory management and administrative services, and the Adviser is willing to render such services;

NOW, THEREFORE, in consideration of the premises and mutual covenants hereinafter set forth, the parties hereto agree as follows:

1.        Initial Appointment of Adviser . The Trust hereby appoints the Adviser to act as investment adviser to the Fund and to provide the Fund with management and administrative services for the period and on the terms herein set forth. The Adviser accepts such appointment and agrees to render the services herein set forth for the compensation herein provided.

2.        Subsequent Appointments of Adviser . In the event that the Trust establishes additional funds with respect to which it desires to retain the Adviser to render investment advisory, management and administrative services hereunder, it shall notify the Adviser in writing. If the Adviser is willing to render such services, it shall notify the Trust in writing, whereupon such fund or funds shall become a Fund or Funds hereunder.

3.        Delivery of Documents . The Trust has delivered (or will deliver as soon as is possible) to the Adviser copies of each of the following documents and will deliver to the Adviser all future amendments and supplements:

(a)       Amended and Restated Agreement and Declaration of Trust of the Trust dated February 23, 2017, as amended (such Agreement and Declaration of Trust, as presently in effect and as amended from time to time, is herein called the “Trust Agreement”), a copy of which also is on file with the Secretary of the Commonwealth of Massachusetts.

(b)       By-Laws of the Trust (such By-Laws, as presently in effect and as amended from time to time, are herein called the “By-Laws”).

(c)       Certified resolutions of the Trustees and initial shareholder of the Fund authorizing the appointment of the Adviser and approving this Agreement.

(d)       Registration Statement under the 1933 Act and under the 1940 Act on Form N-1A (the “Registration Statement”) as filed with the Securities and Exchange Commission and all amendments thereto.

(e)       Current prospectus and statement of additional information of the Fund (such prospectus and statement of additional information as then in effect and as amended, supplemented and/or superseded from time to time, are herein collectively called the “Prospectus”).

4.        Duties of the Adviser . Subject to the general supervision of the Trustees of the Trust, the Adviser shall manage the investment operations of the Fund and the composition of such Fund’s assets, including the purchase, retention and disposition thereof, in accordance with the policies of the Fund as stated in the Prospectus and with the investment objective(s) of such Portfolio and subject to the following understandings:

(a)       The Adviser shall use the same skill and care in the management of the Fund as is required to be used in the discharge of fiduciary duties under the 1940 Act, the Investment Advisers Act of 1940 (the “Advisers Act”), the 1933 Act and the Internal Revenue Code of 1986 (the “Code”).

(b)       The Adviser shall provide supervision of the Fund’s assets; furnish a continuous investment program for such Fund; determine from time to time what investments or securities will be purchased, retained or sold by the Fund, and what portion of the assets will be invested or held uninvested as cash.

(c)       The Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Trust Agreement, By-Laws, Registration Statement and Prospectus and with the instructions and directions of the Trustees of the Trust, and will comply with and conform to the requirements of the 1940 Act, the Advisers Act, the 1933 Act and the Code (applicable to the Fund as a regulated investment company or otherwise) as each may from time to time be amended, and all other applicable federal and state laws, regulations and rulings.

(d)       The Adviser shall determine the securities to be purchased or sold by the Fund and will place orders pursuant to its determinations either directly with the issuer or underwriter or with any broker-dealer (including, as set forth below, a broker-dealer which is an affiliated person of the Adviser) who deals in the securities in which the Fund is active. In placing orders with broker-dealers, the Adviser will attempt to obtain the best combination of price and execution. In seeking to achieve the best combination of price and execution, an effort shall be made to evaluate the overall quality and reliability of broker-dealers and the service they provide, including their general execution capability, reliability and integrity, willingness to take positions in securities, general operational capabilities and financial condition. However, the responsibility of the Adviser to attempt to obtain the best combination of price and execution does not obligate it to solicit a competitive bid for each transaction, and the Adviser shall have no obligation to seek the lowest available commission cost to the Fund, so long as the Adviser determines in good faith that the commission paid to a broker-dealer is reasonable in relation to the value of the brokerage, research, statistical or other services provided by such broker-dealer to the Fund or the Adviser. The Adviser will not place orders with broker-dealers which are affiliated persons of the Adviser or the Trust without the prior written authorization of the Trust, and then will do so subject to (i) the provisions of Section 17(e)(2) and Rule 17e-1 and Section 10(f) and Rule 10f-3 under the 1940 Act, Rule 206(3)-2 under the Advisers Act, Section 11(a) under the Securities Exchange Act of 1934 (the “1934 Act”) and any other applicable laws or regulations, and (ii) procedures properly adopted by the Trust with respect thereto.

(e)       On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, if any (including any other Fund), the Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be purchased or sold. In such event, allocation of the securities so purchased or sold will be made by the Adviser in a manner it considers to be equitable and consistent with its fiduciary obligations to each, and transaction costs will be allocated so that each receives, to the extent possible, the same price.

(f)       Subject to the supervision and control of the Trust’s Board of Trustees, the Adviser will provide the Fund with office space and facilities; accounting and bookkeeping, recordkeeping and data processing facilities and services; internal compliance services relating to accounting and legal matters; and personnel to carry out certain administrative services required for operation of the business and affairs of the Fund other than the services of the underwriter/distributor, those services to be performed by the Trust’s custodian and transfer agent, those fund accounting services to be performed by one or more service providers under a fund accounting or similar agreement, and those services normally performed by the Trust’s counsel and independent auditors. Such responsibilities include without limitation the following services:

(i)        Preparing and updating the Fund’s SEC and state registration statements and filings, reports to shareholders, and other documents;

(ii)        Overseeing the performance of the Trust’s custodian, transfer agent and accounting agent;

(iii)       Providing information and certain administrative services to shareholders of the Fund, including but not limited to, transmitting redemption requests to the Trust’s Transfer Agent and transmitting the proceeds of redemption of shares of the Fund pursuant to a shareholder’s instructions when such redemption is effected through the Adviser, providing telephone and written communications with respect to its shareholders account inquiries, assisting its shareholders in altering privileges and ownership of their accounts and serving as a source of information for its existing shareholders in answering questions concerning the Fund and their transactions with the Fund.

(iv)       Overseeing the maintenance by the Trust’s custodian and transfer agent of the books and records of the Trust required under the 1940 Act, in connection with the performance of the Trust’s agreement with such entities.

(g)       The Adviser shall render to the Trustees of the Trust such periodic and special reports as the Trustees may reasonably request.

(h)       The Adviser, and not the Trust, shall pay the salaries and fees of any officers or Trustees of the Trust who are “interested persons” (as defined in the 1940 Act) and who are employed by the Adviser to perform services relating to the Trust.

(i)       The services of the Adviser to the Fund under this Agreement are not to be deemed exclusive and the Adviser shall be free to render similar or other services in the future to the Trust or to others so long as its services under this Agreement are not impaired thereby.

5.        Transaction Procedures . All transactions will be consummated by payment to or delivery by the Custodian, or such depositories or agents as may be designated by the Custodian in writing, as custodian for the Trust, of all cash and/or securities due to or from the Fund, and the Adviser shall not have possession or custody thereof or any responsibility or liability with respect thereto. The Adviser shall advise the Custodian of all investment orders at the time and in the manner as prescribed by the Trust. The Trust shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Adviser. The Trust shall be responsible for all custodial arrangements and the payment of custodial charges and fees, and, upon giving proper instructions to the Custodian, the Adviser shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian.

6.        Adoption of Ethics Code . The Adviser has or will adopt a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and has or will provide the Trust with a copy of such ethics code and evidence of its adoption. Upon written request of the Trust, the Adviser shall permit the Trust, its employees or its agents to examine the reports required to be made by the Adviser under Rule 17j-l(c)( 1).

7.        Books and Records . The Adviser agrees that all records which it maintains for the Trust are the property of the Trust and it will surrender promptly to the Trust any of such records upon the Trust’s request. The Adviser further agrees to maintain, keep current and preserve, on behalf of the Trust, in the manner required or permitted under the 1940 Act, the records relating to the activities performed by the Adviser under this Agreement as are required to be maintained under the 1940 Act.

8.        Subcontractors . It is understood that the Adviser may from time to time employ or associate with itself such person or persons as the Adviser may believe to be particularly fitted to assist in the performance of this Agreement; provided, however, that such employment or association is consistent with the 1940 Act and the compensation of such person or persons shall be paid by the Adviser and that the Adviser shall be as fully responsible to the Fund for the acts and omissions of any subcontractor as it is for its own acts and omissions.

9.        Compensation . For the services provided pursuant to this Agreement, the Fund will pay to the Adviser at the end of each calendar month, an investment advisory and management fee computed at an annual rate of 1.00% of the average daily net assets of the Fund, plus out-of-pocket expenses in connection with its shareholder servicing activities, such as postage, data entry, stationery, tax forms and other printed material. For the month and year in which this Agreement becomes effective or terminates, there shall be an appropriate proration on the basis of the number of days that the Agreement is in effect during the month and year, respectively.

In addition to the compensation provided above, the Fund shall reimburse to the Adviser on a monthly basis those expenses which are to be borne by the Fund but, from time to time may be incurred by the Adviser for the benefit of the Fund in connection with the performance of the Adviser’s duties.

10.        Expenses . Except as otherwise stated in paragraph 9 and this paragraph 10, the Adviser shall pay all expenses incurred by it in providing the services hereunder. All other expenses incurred in the operation of the Fund will be borne by the Fund, except to the extent specifically assumed by others. In addition to the investment advisory and management fee of the Adviser, the Fund shall assume and pay any distribution fees incurred under a distribution agreement, any expenses for services rendered by a custodian for the safekeeping of the Fund’s securities or other property, for keeping its books of account and for any other charges of the Custodian, as provided in the Prospectus of the Fund. The Adviser shall not be required to pay and the Fund shall assume and pay the charges and expenses of its operations, including compensation of the Trustees (except as provided in paragraph 4(g)), charges and expenses of independent auditors, of legal counsel, of any transfer or dividend disbursing agent, and of any registrar of the Fund, costs of Fund account services, costs of acquiring and disposing of portfolio securities, interest, if any, on obligations incurred by the Fund, costs of share certificates and of reports, membership dues in the Investment Company Institute or any similar organization, costs of reports and notices to shareholders, stationery, printing, postage, other like miscellaneous expenses and all taxes and fees payable to federal, state or other governmental agencies on account of the registration of securities issued by the Fund, filing of Trust documents or otherwise.

11.        Limitation of Liability . Subject to Section 36 of the 1940 Act, neither the Adviser nor any of its agents or employees shall be liable for any error of judgment, act or omission, or mistake of law or for any loss suffered by the Fund or its Shareholders in connection with the matters to which this Agreement relates, except liability to the Fund or the Shareholders to which the Adviser would otherwise be subject by reason of the Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Agreement.

12.        Indemnification . a) Subject to the conditions set forth below, the Fund agrees to indemnify and hold harmless the Adviser, its officers and employees, and each person, if any, who controls the Adviser within the meaning of Section 15 of the 1933 Act against any and all loss, liability, claim, damage and expense whatsoever jointly and severally (including, but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Fund’s Registration Statement or the Prospectus or any amendment or supplement thereto, or any advertisement or sales literature authorized by the Fund, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon and in conformity with written information furnished to the Fund by or on behalf of the Adviser expressly for use in the Fund’s Registration Statement or the Prospectus or any amendment or supplement thereof or any advertisement, or sales literature. If any action is brought against the Adviser or any controlling person thereof in respect of which indemnity may be sought against the Fund pursuant to the foregoing, the Adviser shall promptly notify the Fund in writing of the institution of such action and the Fund shall assume the defense of such action, including the employment of counsel selected by the Fund and payment of expenses. The Adviser, or any such controlling person thereof, shall have the right to employ separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Adviser or such controlling person unless the employment of such counsel shall have been authorized in writing by the Fund in connection with the defense of such action or the Fund shall not have employed counsel to have charge of the defense of such action, in which event such fees and expenses shall be borne by the Fund. Anything in this subparagraph to the contrary notwithstanding, the Fund shall not be liable for any settlement of any such claim or action effected without its written consent. The Fund agrees promptly to notify the Adviser of the commencement of any litigation or proceedings against the Fund or any of its officers or directors or controlling persons in connection with the issue and sale of shares or in connection with the Fund’s Registration Statement or the Prospectus or any advertisement or sales literature.

(b)       The Adviser agrees to indemnify and hold harmless the Fund, each of its Trustees, each of its officers and each other person, if any, who controls the Fund within the meaning of Section 15 of the 1933 Act, with respect to statements or omissions, if any, made in the Fund’s Registration Statement or the Prospectus or any amendment or supplement thereof or any advertisement or sales literature in reliance upon and in conformity with information in writing furnished to the Fund with respect to the Adviser by or on behalf of the Adviser expressly for use in the Fund’s Registration Statement or the Prospectus or any amendment or supplement thereof or any advertisement or sales literature. In case any action shall be brought against the Fund or any other person so indemnified based on the Fund’s Registration Statement or the Prospectus or any amendment or supplement thereof and in respect of which indemnity may be sought against the Adviser, the Adviser shall have the rights and duties given to the Fund and the Fund and each other person so indemnified shall have the rights and duties given to the Adviser by the provisions of subparagraph (a) above.

(c)       Nothing herein contained shall be deemed to protect any person against liability to the Fund or its shareholders to which such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of the duties of such person or by reason of the reckless disregard by such person of the obligations and duties of such person under this Agreement.

13.        Duration and Termination . This Agreement, unless sooner terminated as provided herein, shall remain in force until September 30, 2018, and thereafter, in the case of the Fund and each other Fund to which this Agreement shall have become applicable, this Agreement shall continue in force from year to year, but only so long as such continuance is approved at least annually in the manner required by the 1940 Act and the rules and regulations thereunder; provided, however, that if the continuation of this Agreement is not approved for a Fund, the Adviser may continue to serve in such capacity for such Fund in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. This Agreement may be terminated with respect to all or any of the Funds at any time, without the payment of any penalty, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding Shares (as so defined), representing the interests in each Fund with respect to which this Agreement is to be terminated on sixty (60) days written notice to the Adviser, or by the Adviser at any time without the payment of the penalty on sixty (60) days written notice to the Trust.

14.        Assignment . This Agreement will automatically and immediately terminate in the event of its “assignment” (as defined in Section 2(a)(4) of the 1940 Act). The Adviser shall notify the Fund in writing sufficiently in advance of any proposed change of control, as defined in Section 2(a)(9) of the 1940 Act, as will enable the Trust to consider whether an “assignment” will occur, and to take the steps necessary to enter into a new contract with the Adviser.

15.        Status of Adviser as Independent Contractor . The Adviser shall for all purposes herein be deemed to be an independent contractor, and shall, unless otherwise expressly provided herein or authorized by the Trustees of the Trust from time to time, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust.

16.        Affiliations . Subject to applicable statutes and regulations, it is understood that trustees, officers or agents of the Trust are or may be interested in the Adviser as officers, directors, agents, shareholders or otherwise, and that the officers, directors, shareholders and agents of the Adviser may be interested in the Trust otherwise than as a trustee, officer or agent.

17.        Amendment of Agreement . This Agreement may be amended by mutual consent, but the consent of the Trust must be (a) by vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any such party at a meeting called for the purpose of voting on such amendment, and (b) by vote of a majority of the outstanding Shares (as defined with respect to voting securities in the 1940 Act) representing the interests in each Fund affected by such amendment.

18.        Limitation of Liability of Shareholders and Trustees . 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.

19.        Arbitration . Any disputes or controversies between the parties to this Agreement involving the construction or application of any of the terms, provisions, or conditions of this Agreement shall be submitted to arbitration. The arbitration shall be conducted in Chicago, Illinois in accordance with the Rules of the American Arbitration Association. The parties shall each appoint one person to hear and determine the dispute and, if they are unable to agree, then the two persons so chosen shall select a third impartial arbitrator whose decision shall be final and conclusive upon both parties. The decision rendered in arbitration shall be borne by the losing party or in such proportions as the arbitrator shall decide.

20.        Miscellaneous . The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provisions of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be construed in accordance with applicable federal law and (except as to paragraph 18 hereof which shall be construed in accordance with the laws of the Commonwealth of Massachusetts) the laws of the State of Illinois, and shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, subject to paragraph 14 hereof.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed as of the day and year first above written.

Exhibit (h)(11)

expense limitation agreement

Agreement dated as of the 17 ^th day of August, 2017, by and between The Oberweis Funds (the “Trust”), a Massachusetts business trust, on behalf of the Oberweis Small-Cap Value 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, 2017 through April 30, 2019, 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 1.30% 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, acquired fund fees and expenses, 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 . Except for termination, this Agreement may be amended only by a written agreement signed by each of the parties hereto. Any such amendment is subject to the approval of the Trust’s Board of Trustees.

(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 amended and restated Agreement to be signed by their duly authorized officers as of the day and year written above.

Exhibit (i)

September 29, 2017

Ladies and Gentlemen:

We have acted as counsel to The Oberweis Funds, a Massachusetts business trust (the “Fund”), in connection with the filing with the Securities and Exchange Commission (“SEC”) of Post-Effective Amendment No. 59 to the Fund’s Registration Statement on Form N-1A (the “Post-Effective Amendment”), registering an indefinite number of units of beneficial interest, no par value (“Shares”), in the Oberweis Small-Cap Value Fund, a series of the Fund (the “Portfolio”), of which the Shares of the Portfolio have been classified and designated as Institutional Class Shares under the Securities Act of 1933, as amended (the “1933 Act”).

You have requested our opinion as to the matters set forth below in connection with the filing of the Post-Effective Amendment. In connection with rendering that opinion, we have examined the Post-Effective Amendment, the Fund’s Amended and Restated Agreement and Declaration of Trust, as amended (the “Declaration of Trust”), the Fund’s By-Laws, as amended, the actions of the Trustees of the Fund that authorized the approval of the foregoing documents, securities matters and the issuance of the Shares, and such other documents as we, in our professional opinion, have deemed necessary or appropriate as a basis for the opinion set forth below. In examining the documents referred to above, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of documents purporting to be originals and the conformity to originals of all documents submitted to us as copies. As to questions of fact material to our opinion, we have relied (without investigation or independent confirmation) upon the representations contained in the above-described documents and on certificates and other communications from public officials, officers and Trustees of the Fund.

Our opinion, as set forth herein, is based on the facts in existence on the date hereof, and is limited to the statutory laws and regulations (other than the conflict of law rules) of the Commonwealth of Massachusetts as in existence on the date hereof, and which, in our experience, are normally directly applicable to the issuance of units of beneficial interest by an entity such as the Fund. We express no opinion with respect to any other laws or regulations.

Based upon and subject to the foregoing and the qualifications set forth below, we are of the opinion that (a) the Shares to be issued pursuant to the Post-Effective Amendment have been duly authorized for issuance by the Fund; and (b) when issued and paid for upon the terms provided in the Post-Effective Amendment, such Shares will be validly issued, fully paid and non-assessable.

222 North LaSalle Street | Chicago, Illinois 60601 | T +1 312 609 7500 | F +1 312 609 5005

The Oberweis Funds

September 29, 2017

Page 2

Under Massachusetts law, shareholders of a “Massachusetts business trust” could, under certain circumstances, be held personally liable for the obligations of the Fund or the Portfolio. However, the Declaration of Trust disclaims shareholder liability for acts and obligations of the Fund or the Portfolio and requires that notice of such disclaimer be given in each note, bond, contract, instrument, certificate share or undertaking made or issued by the Trustees or officers of the Fund. We have assumed, without any independent review, that notice of such disclaimer has been given in each note, bond, contract, instrument, certificate share or undertaking made or issued by the Trustees or officers of the Fund. The Declaration of Trust also provides for indemnification out of the property of the Portfolio for all losses and expenses of any shareholder of the Portfolio held personally liable for the obligations of the Portfolio. Thus, the risk of liability is limited to circumstances in which the Portfolio would be unable to meet its obligations.

This opinion is rendered solely in connection with the filing of the Post-Effective Amendment. We hereby consent to the filing of this opinion with the SEC in connection with the Post-Effective Amendment. In giving our consent we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations of the SEC thereunder. Except as specifically authorized above in this paragraph, this opinion is not to be quoted in whole or in part or otherwise referred to, nor is it to be filed with any government agency or any other person, without, in each case, our prior written consent. This opinion is given to you as of the date hereof and we assume no obligation to advise you of any change that may hereafter be brought to our attention. The opinions expressed herein are matters of professional judgment and are not a guarantee of result.

Exhibit (j)

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form N-1A of The Oberweis Funds, of our report dated August 29, 2017, relating to our audit of Cozad Small Cap Value Fund’s, a series of Northern Lights Fund Trust III, financial statements and financial highlights, which appear in the June 30, 2017 Annual Report to Shareholders which are also incorporated by reference into the Registration Statement.

We also consent to the reference to our firm under the captions “Independent Registered Accounting Firm” and “Financial Highlights,” in such Registration Statement.

/s/ RSM US LLP

Denver, Colorado

September 29, 2017

Exhibit (m)(2)

DISTRIBUTION AND SHAREHOLDER SERVICE AGREEMENT
(For Investor Class Shares)

THIS AGREEMENT made as of the 2nd day of January, 1997, as amended and restated the 19th day of May, 2017, between The Oberweis Funds, a Massachusetts business trust (the “Trust”), and Oberweis Securities, Inc., an Illinois corporation (“OSI”);

WITNESSETH:

WHEREAS, the Trust is an open-end, diversified management investment company registered under the Investment Company Act of 1940 (the “1940 Act”), the units of beneficial interest (“Units”) of which are registered under the Securities Act of 1933, as amended; and

WHEREAS, the Trust is authorized to issue Units in separate series of Investor Class and Institutional Class Shares with each such series representing the interests in a separate portfolio of securities and other assets; and

WHEREAS, the Trust currently issues Units in multiple portfolios and this Agreement applies to the Investor Class Shares (“Shares”) of the series listed on Schedule A as may be amended from time to time (collectively referred to, together with such other series as may hereafter be designated by the Board of Trustees and adopt the Agreement, as the “Funds” and individually referred to as a “Fund”); and

WHEREAS, the Trust has adopted a plan (“Plan”) pursuant to Rule 12b-1 of the 1940 Act in order to provide for the payment of certain distribution costs by the Funds; and

WHEREAS, the Trust, in accordance with the Plan, desires to retain OSI as the principal distributor for Shares of the Funds and the primary shareholder service agent for the Funds and OSI is willing to act in such capacities;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and conditions hereinafter set forth, the parties hereto agree as follows:

ARTICLE I
DISTRIBUTION

1.                   Appointment of Distributor . The Trust hereby appoints OSI as the principal distributor of the Shares of the Funds upon the terms and for the periods set forth in this Agreement. OSI hereby accepts such appointment and agrees to render the services and perform the duties of distributor as set forth herein.

2.                   Duties of Distributor . The following provisions shall apply to the obligations of OSI as distributor under this Agreement:

(a)                Each Fund agrees to sell Shares through OSI, as agent, from time to time during the term of this Agreement upon the terms and at the current offering price described in the Fund’s prospectus. Such sales may, however, be suspended whenever in the judgment of the Fund it is in the best interests to do so.

(b)                OSI will hold itself available to receive or will arrange for the receipt of orders for the purchase of Shares and will (and shall have the authority to) receive and accept or reject or arrange for the receipt and acceptance or rejection of such orders on behalf of each Fund in accordance with the provisions of the Fund’s prospectus.

(c)                OSI shall not be obligated to sell any certain number of Shares.

(d)                In performing its duties hereunder, OSI shall act in conformity with the Trust’s Agreement and Declaration of Trust, By-Laws, Registration Statement and prospectus, and with the instructions and directions of the officers and Trustees of the Trust, and shall comply with and conform to the requirements of the 1940 Act, the Securities Act of 1933, the Securities Exchange Act of 1934, and all other applicable federal and state laws, regulations and rulings and rules of the Financial Industry Regulatory Authority (“FINRA”).

(e)                OSI shall be free to render to others services different from or similar to those rendered to the Funds hereunder so long as the services hereunder are not impaired thereby. It further is understood and agreed that by separate agreement with the Trust, OSI may also serve the Funds in other capacities; that officers or employees of OSI may serve as officers or Trustees of the Trust to the extent permitted by law; and OSI or its officers or employees are not prohibited from engaging in any other business activity or from rendering services to any other entity, or from serving as officers, directors or trustees of any other organizations, including investment companies.

3.                   Unreimbursable Distribution Costs . During the term of this Agreement, OSI will pay from the fees provided under paragraph 1 of Article IV of this Agreement without further reimbursement by each Fund the following costs related to the distribution of each Fund’s Shares:

(a)                Costs of all sales presentations, mailing, advertising and any other distribution efforts which may be undertaken by OSI in its sole discretion with respect to the Shares. Such costs shall not be deemed to include the costs of preparing and setting in type prospectuses, statement of additional information, proxy materials, reports and notices or the costs of printing and distributing the same to existing shareholders and regulatory authorities.

(b)                Compensation of any personnel of OSI for activities in connection with the distribution or sale of the Shares.

4.                   Representations . Neither OSI nor any other person is authorized by the Trust to give any information or to make any representation relative to the Shares other than those contained in the Trust’s Registration Statement, prospectus or statement of additional information filed with the Securities and Exchange Commission as either may be amended from time to time, or in any supplemental information to said prospectus or statement of additional information approved by the Trust. OSI agrees that any other information or representations other than those specified above which it or any dealer or other person who distributes Shares through OSI may make in connection with the offer or sale of Shares shall be made entirely without liability on the part of the Trust or the Funds. OSI agrees that in offering or selling Shares as agent of the Funds, it will submit to the Trust’s legal counsel or other representative, as may be designated by the Trust’s Board of Trustees, copies of all sales literature and other similar materials before using the same, and will not use such sales literature if disapproved by the Trust.

ARTICLE II
SHAREHOLDER SERVICES

1.                   Appointment of Shareholder Service Agent . The Trust hereby appoints OSI as the primary shareholder service agent for the Funds upon the terms and for the periods set forth in this Agreement. OSI hereby accepts such appointment and agrees to render the services and perform the duties of shareholder service agent as set forth herein.

2.                   Services of Shareholder Service Agent . The services to be performed by OSI as shareholder service agent are set forth in Exhibit A hereto which may at any time or from time to time be modified or amended by agreement of the parties in the form of an amended or supplemental schedule initialed by their authorized representatives. OSI also agrees to perform such additional services within its capacity of shareholder service agent as may, from time to time, be requested by the Trust on behalf of the Funds, provided that such additional services are the subject of a supplement to Schedule A hereto.

3.                   Costs and Expenses of Performance . Each Fund will reimburse OSI for OSI’s approximate out-of-pocket cost, if any, of providing certain of the services contemplated by this Agreement as set forth in Exhibit A, including the costs of postage, data entry, modification and printout, stationery, tax forms, and all other external forms or printed material which may be required for performance by OSI of the services contemplated by this Agreement (“Reimbursable Expenses”). OSI shall submit to each Fund a monthly report setting forth in reasonable detail and Reimbursable Expenses of OSI paid or incurred during such month. The Funds agree to cause all such reports to be reviewed promptly (in no event less frequently than quarterly) after receipt. Immediately thereafter, OSI will be notified of any discernable errors, discrepancies or omissions.

4.                   Record Retention and Confidentiality . OSI shall keep and maintain on behalf of the Trust all records which are required to be maintained pursuant to Rule 12b-1 and Rule 31a-1 under the 1940 Act that pertain to the activities under this Agreement and to preserve such records for the time periods prescribed therein; provided, however, OSI shall not be required to maintain those records which would duplicate records required to be maintained pursuant to any other agreement entered into by the Trust. In addition, OSI will maintain all records it is required to maintain pursuant to any applicable statutes, rules and regulations relating to the maintenance of records in connection with the services to be performed hereunder. Notwithstanding the foregoing, OSI shall maintain, for a period of at least six (6) years, all records and documents which may be needed or required to support or document the entries made by OSI in its performance of services hereunder. OSI agrees that all records required to be maintained under this paragraph shall be the property of the Trust, shall be maintained in such fashion as to preserve the confidentiality thereof, and to comply with applicable rules and regulations of federal and/or state securities laws, and shall, in whole or any specified part, be available for inspection by or surrender to the Trust at any reasonable time after receipt of an appropriate written request.

ARTICLE III
APPOINTMENT OF FIRMS

1.                   Appointment of Firms . It is understood and agreed that OSI may in its discretion appoint broker-dealer and other firms to assist OSI in providing distribution services to the Funds, including literature distribution, advertising and promotion. OSI may also appoint broker-dealer and other firms (including depository institutions such as commercial banks and savings and loan associations) to provide administrative services for their clients as shareholders of the Funds. The agreements between OSI and such other firms are collectively referred to as “Service Agreements” and shall be substantially in the form of the agreement attached hereto as Exhibit B or Exhibit C or in a form otherwise approved by the Board of Trustees of the Trust. Such firms shall not be representatives or agents of the Funds and shall have no direct contractual relationship with the Trust.

2.                   Services of Firms . The aforementioned broker-dealer and other firms (collectively “Firms”) shall provide, among other things, office space and equipment, telephone facilities, personnel and assistance to OSI in servicing accounts of such Firm’s clients who own Fund Shares. Such services and assistance may include, but not be limited to, establishment and maintenance of shareholder accounts and records; processing purchase and redemption transactions; automatic investment in Fund Shares of client account cash balances; answering routine client inquiries regarding the Fund; assistance to clients in changing dividend options, account designations and addresses; and such other services as the Funds may reasonably request.

ARTICLE IV
FEES, EXPENSES AND REPORTS

1.                   Annual Fee . For all the services to be provided by OSI hereunder, each Fund shall pay OSI compensation at the annual rate of .25 of 1% of the average daily net assets of its Investor Class Shares, computed and accrued daily and payable monthly. This compensation shall be in addition to certain expense reimbursements provided for under Article II, paragraph 3 hereof.

2.                   Fees to Firms . From the foregoing annual fee, OSI may pay compensation to the Firms, if any, who shall be providing services under the Service Agreements.

3.                   Expenses . Each Fund shall assume and pay all charges and expenses of its operations not specifically assumed or otherwise to be provided by OSI under this Agreement.

4.                   Reports . OSI shall prepare reports for the Trustees of the Trust on a quarterly basis showing amounts expended by OSI under this Agreement and the purposes for such expenditures, including amounts paid to the various Firms, if any, and such other information as from time to time shall be reasonably requested by the Trustees of the Fund.

ARTICLE V
GENERAL

1.                   Limitation of Liability . Neither OSI nor any of its agents or employees shall be liable for any error of judgment or mistake of law or for any loss suffered by the Trust or a Fund in connection with the matters to which this Agreement relates, except liability to the Trust and/or each Fund or its Shareholders to which OSI would otherwise be subject by reason of OSI’s willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. Any person, even though also an officer, employee or agent of OSI who may be or become an officer, Trustee, employee or agent of the Funds shall be deemed, when rendering services to the Funds or to any series, or acting on any business of the Funds or of any series (other than services or business in connection with OSI’s duties as hereunder) to be rendering such services to or acting solely for the Fund or series and not as an officer, director, employee or agent or one under the control or direction of OSI even though paid by OSI.

2.                   Indemnification .

(a)                Subject to the conditions set forth below, the Trust, on behalf of each Fund, agrees to indemnify and hold harmless OSI, its officers and employees, and each person, if any, who controls OSI within the meaning of Section 15 of the Securities Act of 1933 and Section 20 of the Securities Exchange Act of 1934 against any and all loss, liability, claim, damage and expense whatsoever, jointly and severally, or otherwise (including, but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever), arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Trust’s Registration Statement, the prospectus, or statement of additional information or any amendment or supplement thereof, or any advertisement or sales literature authorized by the Trust, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon and in conformity with written information with respect to OSI furnished to the Trust by or on behalf of OSI expressly for use in the Trust’s Registration Statement, prospectus, statement of additional information or any amendment or supplement thereof or any advertisement or sales literature. If any action is brought against OSI or any controlling person thereof in respect of which indemnity may be sought against the Trust or a Fund pursuant to the foregoing, OSI shall promptly notify the Trust in writing of the institution of such action and the Trust, on behalf of the Fund, shall assume the defense of such action, including the employment of counsel selected by the Trust and payment of expenses. OSI, or any such controlling person thereof, shall have the right to employ separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of OSI or such controlling person unless the employment of such counsel shall have been authorized in writing by the Trust in connection with the defense of such action or the Trust shall not have employed counsel to have charge of the defense of such action, in which event such fees and expenses shall be borne by the applicable Fund. Anything in this subparagraph to the contrary notwithstanding, the Trust shall not be liable for any settlement of any such claim or action effected without its written consent. The Trust agrees promptly to notify OSI of the commencement of any litigation or proceedings against the Trust, a Fund or any of its officers or directors or controlling persons in connection with the issue and sale of shares or in connection with the Trust’s Registration Statement, prospectus or statement of additional information, or any advertisement or sales literature.

(b)                OSI agrees to indemnify and hold harmless the Trust, each Fund, each of Trust’s Trustees, officers and each other person, if any, who controls the Trust within the meaning of Section 15 of the Securities Act of 1933, with respect to statements or omissions, if any, made in the Trust’s Registration Statement, prospectus or statement of additional information or any amendment or supplement thereof or any advertisement or sales literature in reliance upon and in conformity with information with respect to OSI furnished in writing to the Trust by or on behalf of OSI expressly for use in the Trust’s Registration Statement, prospectus or statement of additional information or any amendment or supplement thereof or any advertisement or sales literature. In case any action shall be brought against the Trust or any other person so indemnified based on the Trust’s Registration Statement, prospectus or statement of additional information or any amendment or supplement thereof and in respect of which indemnity may be sought against OSI, OSI shall have the rights and duties given to the Trust and the Trust and each other person so indemnified shall have the rights and duties given to OSI by the provisions of subparagraph (a) above.

(c)                Nothing herein contained shall be deemed to protect any person against liability to the Trust or its shareholders to which such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of the duties of such person or by reason of the reckless disregard by such person of the obligations and duties of such person under this Agreement.

3.                   Anti-Money Laundering Policies and Procedures . Each party represents and warrants to the other that it is a financial institution subject to Title III of the USA Patriot Act. Each party represents that it (a) has established policies and procedures designed to prevent and detect money laundering, as required by the USA Patriot Act and the rules and regulations adopted thereunder; (b) identifies and will continue to identify shareholders and/or customers for whom it acts and the sources of funds for such persons for whom it acts, and maintains all documentation necessary to identify those persons and the sources of their funds; and (c) does not believe, and has no reason to believe, that any such person for whom it acts are engaged in money laundering activities or are associated with any terrorist or other individuals, entities or organizations sanctioned by the United States. Each party agrees to provide federal authorities with such information and records as they may request relating to anti-money laundering, and each consents to the inspection of its records and review of its anti-money laundering program by federal authorities.

4.                   Privacy Regulations . Each party acknowledges and agrees that it is subject to the privacy regulations promulgated under Title V of the Gramm-Leach-Bliley Act with respect to privacy, use and protection of nonpublic personal information of customers (“Customer Information”). Each party agrees that with respect to this Agreement and the services to be provided hereunder that (a) it will not disclose or use any Customer Information except to the extent necessary to carry out its obligations under this Agreement and for no other purpose; (b) it shall not disclose Customer Information to any third party, including without limitation, its third party service providers except to the extent necessary to carry out its obligations hereunder

and then only with a written agreement with such third party service provider that likewise prohibits the third party service provider from using or disclosing Customer Information except to carry out the obligation to service the customer’s transactions; (c) it shall maintain and require third party service providers to maintain effective security measures to protect Customer Information from unauthorized disclosure or use; (d) it shall provide the other party with information regarding its security measures upon the other party’s reasonable request and promptly provide the other party with information regarding any failure of such security measures or any security breach related to Customer Information. For purposes of this Agreement, Customer Information includes but is not limited to: an individual’s name, address, e-mail address, telephone number and/or social security number, the fact that an individual has a relationship with any other party or an individual’s financial information.

5.                   Duration and Termination . This Agreement shall continue, unless sooner terminated as provided herein, until one year from the date hereof, and shall thereafter continue in force from year to year so long as each such continuance is approved at least annually by the vote of the Board of Trustees of the Trust, including a majority of the Trustees of the Trust who are not interested persons (as defined in the 1940 Act) of the Trust and who have no direct or indirect financial interest in the operation of the Plan or any agreement related thereto. This Agreement may be terminated by the Trust at any time, without the payment of any penalty, upon the vote of a majority of the Trustees of the Trust who are not interested persons (as defined in the 1940 Act) of the Trust and who have no direct or indirect financial interest in the operation of the Plan or any agreement related thereto or by the vote of a majority of the outstanding voting securities of the Fund (as defined in the 1940 Act) on 60 days written notice to OSI. This Agreement may be terminated by OSI at any time, without the payment of any penalty, on 60 days written notice to the Fund.

6.                   Assignment . This Agreement will automatically and immediately terminate in the event of its “assignment” (as defined in Section 2(a)(4) of the 1940 Act). OSI shall notify the Trust in writing sufficiently in advance of any proposed change of control, as defined in Section 2(a)(9) of the 1940 Act, as will enable the Trust to consider whether an “assignment” will occur, and to take the steps necessary to enter into a new contract with OSI.

7.                   Authority of OSI . OSI hereby represents and warrants to the Trust that no consent or approval of, or other action by, any United States federal or state regulatory authority or other person or entity, which has not been obtained or taken, is required for the execution, delivery or performance by OSI of this Agreement.

8.                   Amendment of Agreement . This Agreement may be amended by mutual consent of the parties hereto, but the consent of the Trust must be by the vote of the Board of Trustees of the Trust, including a majority of the Trustees who are not interested persons (as defined in the 1940 Act) of the Trust and who have no direct or indirect financial interest in the operation of the Plan or any agreement related thereto.

9.                   Miscellaneous . The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be construed in accordance with applicable federal law and (except as to paragraph 8 of this Article below which shall be construed in accordance with the laws of The Commonwealth of Massachusetts) the laws of the State of Illinois, and shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, subject to paragraph 3 of this Article.

10.               Limitation of Shareholder and Trustee Liability . All parties hereto are expressly put on notice of The Oberweis Funds Amended and Restated Agreement and Declaration of Trust dated February 23, 2017 and all amendments thereto, all of which are on file with the Secretary of the Commonwealth of Massachusetts, and the limitation of shareholder and trustee liability contained therein. This Agreement has been executed by and on behalf of the Trust by its representative as such representative and not individually, and the obligations of a Fund hereunder are not binding upon any of the trustees, officers or shareholders of the Trust individually, but are binding upon only the assets and property of such Fund.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed as of the day and year first above written.

EXHIBIT A
TO DISTRIBUTION AND
SHAREHOLDER SERVICE AGREEMENT

*       Annual Fee as used in this Exhibit A refers to the fee set forth in Paragraph 1 of Article IV of the Agreement.

**       The term “Cost” as used in this Exhibit A refers to approximate out-of-pocket tangible expenses such as postage and printing of forms.

schedule a
TO distribution and
shareholder service agreement

COVERED FUNDS

Oberweis Micro-Cap Fund

Oberweis Emerging Growth Fund

Oberweis Small-Cap Fund

Oberweis China Opportunities Fund

Oberweis International Opportunities Fund

Exhibit (m)(3)

DISTRIBUTION AND SHAREHOLDER SERVICE AGREEMENT

(For Institutional Class Shares)

THIS AGREEMENT made as of the 20th day of February, 2014, as amended and restated the 19th day of May, 2017 between The Oberweis Funds, a Massachusetts business trust (the “Trust”), and Oberweis Securities, Inc., an Illinois corporation (“OSI”);

WITNESSETH:

WHEREAS, the Trust is an open-end, diversified management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), the units of beneficial interest (“Units”) of which are registered under the Securities Act of 1933, as amended (the “1933 Act”); and

WHEREAS, the Trust is authorized to issue Units in separate series of Investor Class and Institutional Class Shares with each such series representing the interests in a separate portfolio of securities and other assets; and

WHEREAS, the Trust currently issues and intends to issue Units in multiple portfolios and this Agreement applies to the Institutional Class Shares (“Shares”) of the series listed on Schedule A, as may be amended from time to time (collectively referred to, together with such other series as may hereafter be designated by the Board of Trustees and adopt the Agreement, as the “Funds” and individually referred to as a “Fund”); and

WHEREAS, the Trust desires to retain OSI as the principal distributor for Shares of the Funds and the primary shareholder service agent for the Funds and OSI is willing to act in such capacities;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and conditions hereinafter set forth, the parties hereto agree as follows:

ARTICLE I
DISTRIBUTION

1.                   Appointment of Distributor . The Trust hereby appoints OSI as the principal distributor of the Shares of the Funds upon the terms and for the periods set forth in this Agreement. OSI hereby accepts such appointment and agrees to render the services and perform the duties of distributor as set forth herein.

2.                   Duties of Distributor . The following provisions shall apply to the obligations of OSI as distributor under this Agreement:

(a)                Each Fund agrees to sell Shares through OSI, as agent, from time to time during the term of this Agreement upon the terms and at the current offering price described in the Fund’s prospectus. Such sales may, however, be suspended whenever in the judgment of the Fund it is in the best interests to do so.

(b)                OSI will hold itself available to receive or will arrange for the receipt of orders for the purchase of Shares and will (and shall have the authority to) receive and accept or reject or arrange for the receipt and acceptance or rejection of such orders on behalf of each Fund in accordance with the provisions of the Fund’s prospectus.

(c)                OSI shall not be obligated to sell any certain number of Shares.

(d)                In performing its duties hereunder, OSI shall act in conformity with the Trust’s Agreement and Declaration of Trust, By-Laws, Registration Statement and prospectus, and with the instructions and directions of the officers and Trustees of the Trust, and shall comply with and conform to the requirements of the 1940 Act, the 1933 Act, the Securities Exchange Act of 1934, as amended (the “1934 Act”), and all other applicable federal and state laws, regulations and rulings and rules of the Financial Industry Regulatory Authority (“FINRA”).

(e)                OSI shall be free to render to others services different from or similar to those rendered to the Funds hereunder so long as the services hereunder are not impaired thereby. It further is understood and agreed that by separate agreement with the Trust, OSI may also serve the Funds in other capacities; that officers or employees of OSI may serve as officers or Trustees of the Trust to the extent permitted by law; and OSI or its officers or employees are not prohibited from engaging in any other business activity or from rendering services to any other entity, or from serving as officers, directors or trustees of any other organizations, including investment companies.

3.                   Representations . Neither OSI nor any other person is authorized by the Trust to give any information or to make any representation relative to the Shares other than those contained in the Trust’s Registration Statement, prospectus or statement of additional information filed with the Securities and Exchange Commission as either may be amended from time to time, or in any supplemental information to said prospectus or statement of additional information approved by the Trust. OSI agrees that any other information or representations other than those specified above which it or any dealer or other person who distributes Shares through OSI may make in connection with the offer or sale of Shares shall be made entirely without liability on the part of the Trust or the Funds. OSI agrees that in offering or selling Shares as agent of the Funds, it will submit to the Trust’s legal counsel or other representative, as may be designated by the Trust’s Board of Trustees, copies of all sales literature and other similar materials before using the same, and will not use such sales literature if disapproved by the Trust.

ARTICLE II
SHAREHOLDER SERVICES

1.                   Appointment of Shareholder Service Agent . The Trust hereby appoints OSI as the primary shareholder service agent for the Funds upon the terms and for the periods set forth in this Agreement. OSI hereby accepts such appointment and agrees to render the services and perform the duties of shareholder service agent as set forth herein.

2.                   Services of Shareholder Service Agent . The services to be performed by OSI as shareholder service agent are set forth in Exhibit A hereto which may at any time or from time to time be modified or amended by agreement of the parties in the form of an amended or supplemental schedule initialed by their authorized representatives. OSI also agrees to perform such additional services within its capacity of shareholder service agent as may, from time to time, be requested by the Trust on behalf of the Funds, provided that such additional services are the subject of a supplement to Schedule A hereto.

3.                   Costs and Expenses of Performance . OSI shall pay all expenses incurred by it in providing the services contemplated by this Agreement.

4.                   Record Retention and Confidentiality . OSI shall keep and maintain on behalf of the Trust all records which are required to be maintained pursuant to Rule 31a-1 under the 1940 Act that pertain to the activities under this Agreement and to preserve such records for the time periods prescribed therein; provided, however, OSI shall not be required to maintain those records which would duplicate records required to be maintained pursuant to any other agreement entered into by the Trust. In addition, OSI will maintain all records it is required to maintain pursuant to any applicable statutes, rules and regulations relating to the maintenance of records in connection with the services to be performed hereunder. Notwithstanding the foregoing, OSI shall maintain, for a period of at least six (6) years, all records and documents which may be needed or required to support or document the entries made by OSI in its performance of services hereunder. OSI agrees that all records required to be maintained under this paragraph shall be the property of the Trust, shall be maintained in such fashion as to preserve the confidentiality thereof, and to comply with applicable rules and regulations of federal and/or state securities laws, and shall, in whole or any specified part, be available for inspection by or surrender to the Trust at any reasonable time after receipt of an appropriate written request.

ARTICLE III
APPOINTMENT OF FIRMS

1.                   Appointment of Firms . It is understood and agreed that OSI may in its discretion appoint broker-dealer and other firms to assist OSI in providing distribution services to the Funds, including literature distribution, advertising and promotion. OSI may also appoint broker-dealer and other firms (including depository institutions such as commercial banks and savings and loan associations) to provide administrative services for their clients as shareholders of the Funds. The agreements between OSI and such other firms are collectively referred to as “Service Agreements” and shall be in a form approved by the Board of Trustees of the Trust. Such firms shall not be representatives or agents of the Funds and shall have no direct contractual relationship with the Trust.

2.                   Services of Firms . The aforementioned broker-dealer and other firms (collectively “Firms”) shall provide, among other things, office space and equipment, telephone facilities, personnel and assistance to OSI in servicing accounts of such Firm’s clients who own Fund Shares. Such services and assistance may include, but not be limited to, establishment and maintenance of shareholder accounts and records; processing purchase and redemption transactions; automatic investment in Fund Shares of client account cash balances; answering routine client inquiries regarding the Funds; assistance to clients in changing dividend options, account designations and addresses; and such other services as the Funds may reasonably request.

ARTICLE IV
FEES AND EXPENSES

1.                   No Fee . OSI shall provide all the services hereunder to each Fund for no compensation.

2.                   Fees to Firms . OSI or an affiliate may pay compensation to the Firms, if any, who shall be providing services under the Service Agreements.

ARTICLE V
GENERAL

1.                   Limitation of Liability . Neither OSI nor any of its agents or employees shall be liable for any error of judgment or mistake of law or for any loss suffered by the Trust or a Fund in connection with the matters to which this Agreement relates, except liability to the Trust and/or each Fund or its Shareholders to which OSI would otherwise be subject by reason of OSI’s willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. Any person, even though also an officer, employee or agent of OSI who may be or become an officer, Trustee, employee or agent of the Funds shall be deemed, when rendering services to the Funds, or acting on any business of the Funds (other than services or business in connection with OSI’s duties as hereunder) to be rendering such services to or acting solely for the Funds and not as an officer, director, employee or agent or one under the control or direction of OSI even though paid by OSI.

2.                   Indemnification .

(a)                Subject to the conditions set forth below, the Trust, on behalf of each Fund, agrees to indemnify and hold harmless OSI, its officers and employees, and each person, if any, who controls OSI within the meaning of Section 15 of the 1933 Act and Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense whatsoever, jointly and severally, or otherwise (including, but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever), arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Trust’s Registration Statement, the prospectus, or statement of additional information or any amendment or supplement thereof, or any advertisement or sales literature authorized by the Trust, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon and in conformity with written information with respect to OSI furnished to the Trust by or on behalf of OSI expressly for use in the Trust’s Registration Statement, prospectus, statement of additional information or any amendment or supplement thereof or any advertisement or sales literature. If any action is brought against OSI or any controlling person thereof in respect of which indemnity may be

sought against the Trust or a Fund pursuant to the foregoing, OSI shall promptly notify the Trust in writing of the institution of such action and the Trust, on behalf of the Fund, shall assume the defense of such action, including the employment of counsel selected by the Trust and payment of expenses. OSI, or any such controlling person thereof, shall have the right to employ separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of OSI or such controlling person unless the employment of such counsel shall have been authorized in writing by the Trust in connection with the defense of such action or the Trust shall not have employed counsel to have charge of the defense of such action, in which event such fees and expenses shall be borne by the applicable Fund. Anything in this subparagraph to the contrary notwithstanding, the Trust, on behalf of a Fund, shall not be liable for any settlement of any such claim or action effected without its written consent. The Trust agrees promptly to notify OSI of the commencement of any litigation or proceedings against the Trust, a Fund or any of its officers or directors or controlling persons in connection with the issue and sale of shares or in connection with the Trust’s Registration Statement, prospectus or statement of additional information, or any advertisement or sales literature.

(b)                OSI agrees to indemnify and hold harmless the Trust, each Fund, each of the Trust’s Trustees, officers and each other person, if any, who controls the Trust within the meaning of Section 15 of the 1933 Act, with respect to statements or omissions, if any, made in the Trust’s Registration Statement, prospectus or statement of additional information or any amendment or supplement thereof or any advertisement or sales literature in reliance upon and in conformity with information with respect to OSI furnished in writing to the Trust by or on behalf of OSI expressly for use in the Trust’s Registration Statement, prospectus or statement of additional information or any amendment or supplement thereof or any advertisement or sales literature. In case any action shall be brought against the Trust or any other person so indemnified based on the Trust’s Registration Statement, prospectus or statement of additional information or any amendment or supplement thereof and in respect of which indemnity may be sought against OSI, OSI shall have the rights and duties given to the Trust and the Trust and each other person so indemnified shall have the rights and duties given to OSI by the provisions of subparagraph (a) above.

(c)                Nothing herein contained shall be deemed to protect any person against liability to the Trust or its shareholders to which such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of the duties of such person or by reason of the reckless disregard by such person of the obligations and duties of such person under this Agreement.

3.                   Anti-Money Laundering Policies and Procedures . Each party represents and warrants to the other that it is a financial institution subject to Title III of the USA Patriot Act. Each party represents that it (a) has established policies and procedures designed to prevent and detect money laundering, as required by the USA Patriot Act and the rules and regulations adopted thereunder; (b) identifies and will continue to identify shareholders and/or customers for whom it acts and the sources of funds for such persons for whom it acts, and maintains all documentation necessary to identify those persons and the sources of their funds; and (c) does not believe, and has no reason to believe, that any such person for whom it acts are engaged in money laundering activities or are associated with any terrorist or other individuals, entities or organizations sanctioned by the United States. Each party agrees to provide federal authorities with such information and records as they may request relating to anti-money laundering, and each consents to the inspection of its records and review of its anti-money laundering program by federal authorities.

4.                   Privacy Regulations . Each party acknowledges and agrees that it is subject to the privacy regulations promulgated under Title V of the Gramm-Leach-Bliley Act with respect to privacy, use and protection of nonpublic personal information of customers (“Customer Information”). Each party agrees that with respect to this Agreement and the services to be provided hereunder that (a) it will not disclose or use any Customer Information except to the extent necessary to carry out its obligations under this Agreement and for no other purpose; (b) it shall not disclose Customer Information to any third party, including without limitation, its third party service providers except to the extent necessary to carry out its obligations hereunder and then only with a written agreement with such third party service provider that likewise prohibits the third party service provider from using or disclosing Customer Information except to carry out the obligation to service the customer’s transactions; (c) it shall maintain and require third party service providers to maintain effective security measures to protect Customer Information from unauthorized disclosure or use; (d) it shall provide the other party with information regarding its security measures upon the other party’s reasonable request and promptly provide the other party with information regarding any failure of such security measures or any security breach related to Customer Information. For purposes of this Agreement, Customer Information includes but is not limited to: an individual’s name, address, e-mail address, telephone number and/or social security number, the fact that an individual has a relationship with any other party or an individual’s financial information.

5.                   Duration and Termination . This Agreement shall continue, unless sooner terminated as provided herein, until one year from the date hereof, and shall thereafter continue in force from year to year so long as each such continuance is approved at least annually by the vote of the Board of Trustees of the Trust, including a majority of the Trustees of the Trust who are not interested persons (as defined in the 1940 Act) of the Trust. This Agreement may be terminated by the Trust at any time, without the payment of any penalty, upon the vote of a majority of the Trustees of the Trust who are not interested persons (as defined in the 1940 Act) of the Trust on 60 days written notice to OSI. This Agreement may be terminated by OSI at any time, without the payment of any penalty, on 60 days written notice to the Trust.

6.                   Assignment . This Agreement will automatically and immediately terminate in the event of its “assignment” (as defined in Section 2(a)(4) of the 1940 Act). OSI shall notify the Trust in writing sufficiently in advance of any proposed change of control, as defined in Section 2(a)(9) of the 1940 Act, as will enable the Trust to consider whether an “assignment” will occur, and to take the steps necessary to enter into a new contract with OSI.

7.                   Authority of OSI . OSI hereby represents and warrants to the Trust that no consent or approval of, or other action by, any United States federal or state regulatory authority or other person or entity, which has not been obtained or taken, is required for the execution, delivery or performance by OSI of this Agreement.

8.                   Amendment of Agreement . This Agreement may be amended by mutual consent of the parties hereto, but the consent of the Trust must be by the vote of the Board of Trustees of the Trust, including a majority of the Trustees who are not interested persons (as defined in the 1940 Act) of the Trust.

9.                   Miscellaneous . The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be construed in accordance with applicable federal law and (except as to paragraph 10 of this Article below which shall be construed in accordance with the laws of The Commonwealth of Massachusetts) the laws of the State of Illinois, and shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, subject to paragraph 3 of this Article.

10.               Limitation of Shareholder and Trustee Liability . All parties hereto are expressly put on notice of The Oberweis Funds Amended and Restated Agreement and Declaration of Trust dated February 23, 2017 and all amendments thereto, all of which are on file with the Secretary of the Commonwealth of Massachusetts, and the limitation of shareholder and trustee liability contained therein. This Agreement has been executed by and on behalf of the Trust by its representative as such representative and not individually, and the obligations of a Fund hereunder are not binding upon any of the trustees, officers or shareholders of the Trust individually, but are binding upon only the assets and property of such Fund.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed as of the day and year first above written.

Schedule A
to Distribution And
Shareholder Service Agreement

Covered Funds

Oberweis International Opportunities Institutional Fund
Oberweis Micro-Cap Fund
Oberweis Emerging Growth Fund
Oberweis Small-Cap Opportunities Fund
Oberweis China Opportunities Fund
Oberweis Small-Cap Value Fund

EXHIBIT A
TO DISTRIBUTION AND
SHAREHOLDER SERVICE AGREEMENT

SERVICE TO BE RENDERED