------------------------ OMB APPROVAL ------------------------ OMB Number: 3235-0570 Expires: Nov. 30, 2005 Estimated average burden hours per response: 5.0 ------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-4854 --------------------- The Oberweis Funds -------------------------------------------------------------- (Exact name of registrant as specified in charter) 951 Ice Cream Drive, Suite 200, North Aurora, IL 60542 -------------------------------------------------------------- (Address of principal executive offices) (Zip code) James D. Oberweis James A. Arpaia The Oberweis Funds Vedder, Price, Kaufman, & Kammholtz 951 Ice Cream Drive, Suite 200 222 North LaSalle Street, Suite 2600 North Aurora, IL 60542 Chicago, IL 60601 - -------------------------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: (800) 323-6166 ---------------------------- Date of fiscal year end: December 31 -------------------------------------------------------- Date of reporting period: December 31, 2003 ------------------------------------------------------- Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. (S) 3507. ITEM 1. REPORTS TO STOCKHOLDERS. The Annual Report to Stockholders Follows. PRESIDENT'S LETTER Dear Oberweis Funds Shareholder: I am pleased to report outstanding results for each of the three portfolios of The Oberweis Funds. In 2003, the Oberweis Micro-Cap Portfolio appreciated +108.93%, the Emerging Growth Portfolio appreciated +67.70%, and the Mid-Cap Portfolio appreciated +55.97%. For comparison, the Russell 2000 Growth Index appreciated +48.54% and the Russell Mid-Cap Growth Index appreciated +42.71%. Looking back, we believe that 2003 will likely be remembered as a turning point for investors in the stock market. After a challenging environment for equity investors in 2000-2002, this past year was excellent in terms of absolute gains, particularly for small-cap stocks. As investors became increasingly confident that recession was giving way to growth, assets were shifted toward those companies most likely to benefit from an increasingly positive economic outlook, namely small-cap growth equities. Investors are beginning 2004 with higher expectations than at the beginning of 2003. Few economists dispute that the economy is growing, but considerable debate remains over the rate of such growth. Thus, the fundamental question for 2004 is whether we will see growth above and beyond that which is already predicted by investors. In short, as of the end of 2003, we are finding more companies exhibiting the high rates of growth required by our process, but the valuations of such companies (as measured by price/earnings ratios) are significantly higher than at the beginning of 2003. We remain optimistic that small-cap growth stocks have the potential to outperform the broader market over the next several years; however, we do not expect to see a repeat of the spectacular results of 2003 anytime soon. It is important to note that the gains of 2003 should not be viewed as typical. Short-term swings are difficult, if not impossible, to predict in advance and it would be normal to expect some quarters in which our portfolios decline in value. However, we do believe that investing in a diversified portfolio of rapidly growing companies purchased at appropriate valuations offers long-term investors the opportunity to achieve above-average stock market returns over a 10 or 20 year period of time. In investing the three portfolios, our strategy remains consistent. We seek to attain excess return through superior individual stock selection. We strive to identify high-growth companies which are under followed by institutional investors and can be purchased at low valuations in relation to their expected rates of growth. In 2004, as the economy continues to improve, we look forward to the opportunity to select among an increasingly large universe of rapidly growing companies with innovative products and services. The companies in each portfolio have average growth rates in excess of 50%. The average P/E ratio as of year end was 26 times next year's estimated earnings for the Micro-Cap Portfolio and the Emerging Growth Portfolio, and 23 times next year's estimated earnings for the Mid-Cap Portfolio. As of 12-31-03, the weighted average market cap for the Micro-Cap, Emerging Growth, and Mid-Cap Portfolios, respectively, was $232 million, $810 million, and $3.3 billion. The Oberweis Funds experienced a significant increase in assets in 2003. As a result of market appreciation and accelerating purchases, the Micro-Cap Portfolio is now closed to new investors. The Micro-Cap Portfolio is also closed to existing shareholders except for retirement accounts (qualified retirement plans and IRA accounts). An increase in total assets in the Emerging Growth Portfolio led to a reduction in the Portfolio's average expense ratio from 1.57% in 2002 to 1.37% in 2003. The Emerging Growth Portfolio and the Mid-Cap Portfolio remain open to new investors and shares may be purchased either directly through the Fund or through one of our many brokerage firm partners. Lastly, we would like to sincerely thank you for investing with us in The Oberweis Funds. If you have any questions on your account or should you wish to add to your Oberweis Funds account, please call our shareholder service representatives at (800) 245-7311. You may also download a prospectus and purchase shares online at www.oberweis.net. Best wishes for a prosperous 2004! Sincerely, /s/ James D. Oberweis /s/ James W. Oberweis James D. Oberweis James W. Oberweis President Senior Vice President Portfolio Manager Portfolio Manager 1 THE OBERWEIS FUNDS MANAGEMENT DISCUSSION AND ANALYSIS The Oberweis Funds are positioned to take advantage of the long-term price appreciation that occurs when the market places an appropriately high value on fast growing, profitable companies. The three portfolios of The Oberweis Funds have historically performed particularly well during periods of economic recovery, as was the case in 2003. The Oberweis Micro-Cap Portfolio appreciated +108.93% and the Emerging Growth Portfolio appreciated +67.70%. For comparison, the benchmark Russell 2000 Growth Index appreciated +48.54%. The Oberweis Mid-Cap Portfolio appreciated +55.97%. For comparison, the Russell Midcap Growth Index appreciated +42.71%. All three portfolios returned positive gains for the period and performed favorably relative to their benchmark indices. The Micro-Cap Portfolio particularly benefited from investments in FARO Technologies, Healthextras, Ultralife Batteries, ICOS Vision Systems and Central European Distribution. Central European Distribution was also recognized as one of last year's favorable investments. The Emerging Growth Portfolio derived significant gains from investments in eResearch Technology, KOS Pharmaceuticals, and Ceradyne. The Mid-Cap portfolio particularly benefited from investments in Sandisk, AO VimpleCom, and Cognizant Technology Solutions. The portfolio turnover rate was 87% for the Micro-Cap Portfolio, 56% for the Emerging Growth portfolio, and an unusually low 29% for the Mid-Cap Portfolio. The expense ratios of the three portfolios were 1.60% for Micro-Cap, 1.37% for Emerging Growth and 2.00% for Mid-Cap. The average commission rate paid by each portfolio for agency transactions was approximately two cents per share traded. This rate compares quite favorably to most other mutual funds. 2 THE OBERWEIS FUNDS MANAGEMENT DISCUSSION AND ANALYSIS - -------------------------------------------------------------------------------- Average Annual Total Returns /(1)/ Periods ended 12/31/03 Since One Five Ten Inception Year Years Years 1/7/87 ------------------------------------ OBEGX 67.70% +11.80% +10.05% +12.44% Russell 2000 +47.25% +7.13% +9.47% +10.03% Russell 2000 Growth +48.54% +0.86% +5.43% +7.38% Growth of an Assumed $10,000 Investment from January 7, 1987 to December 31, 2003 Label A B C - ---------------------------------------------------------- Oberweis Emerging Growth Portfolio Russell 2000 Label (OBEGX) Russell 2000 Growth - ---------------------------------------------------------- 1 $ 10,000 $ 10,000 $ 10,000 - ---------------------------------------------------------- 2 1987 $ 9,094 $ 8,535 $ 8,953 - ---------------------------------------------------------- 3 1988 $ 9,612 $ 10,670 $ 10,776 - ---------------------------------------------------------- 4 1989 $ 12,012 $ 12,406 $ 12,950 - ---------------------------------------------------------- 5 1990 $ 12,062 $ 9,989 $ 10,695 - ---------------------------------------------------------- 6 1991 $ 22,573 $ 14,589 $ 16,170 - ---------------------------------------------------------- 7 1992 $ 25,653 $ 17,275 $ 17,426 - ---------------------------------------------------------- 8 1993 $ 28,147 $ 20,536 $ 19,757 - ---------------------------------------------------------- 9 1994 $ 27,157 $ 20,161 $ 19,276 - ---------------------------------------------------------- 10 1995 $ 38,716 $ 25,897 $ 25,260 - ---------------------------------------------------------- 11 1996 $ 47,413 $ 30,169 $ 28,105 - ---------------------------------------------------------- 12 1997 $ 43,340 $ 36,916 $ 31,744 - ---------------------------------------------------------- 13 1998 $ 42,009 $ 35,976 $ 32,134 - ---------------------------------------------------------- 14 1999 $ 64,348 $ 43,623 $ 45,981 - ---------------------------------------------------------- 15 2000 $ 57,469 $ 42,305 $ 35,668 - ---------------------------------------------------------- 16 2001 $ 57,740 $ 43,357 $ 32,300 - ---------------------------------------------------------- 17 2002 $ 43,746 $ 34,476 $ 22,579 - ---------------------------------------------------------- 18 2003 $ 73,362 $ 50,767 $ 33,539 - ---------------------------------------------------------- - -------------------------------------------------------------------------------- Average Annual Total Returns /(1)/ Periods ended 12/31/03 Since One Five Inception Year Years 1/1/96 ---------------------------- OBMCX +108.93% +18.63% +16.24% Russell 2000 +47.25% +7.13% +8.77% Russell 2000 Growth +48.54% +0.86% +3.60% Growth of an Assumed $10,000 Investment from January 1, 1996 to December 31, 2003 Label A B C - ---------------------------------------------------------- Oberweis Micro-Cap Portfolio Russell 2000 Label Russell 2000 (OBMCX) Growth - ---------------------------------------------------------- 1 10,000.42 10,000.00 9,999.75 - ---------------------------------------------------------- 2 1996 11,649.91 12,280.00 11,126.00 - ---------------------------------------------------------- 3 1997 14,255.19 13,590.00 12,566.28 - ---------------------------------------------------------- 4 1998 13,892.36 14,180.00 12,270.76 - ---------------------------------------------------------- 5 1999 16,845.33 16,940.00 18,202.44 - ---------------------------------------------------------- 6 2000 16,336.43 15,585.47 14,119.76 - ---------------------------------------------------------- 7 2001 16,742.57 19,303.43 12,816.75 - ---------------------------------------------------------- 8 2002 13,313.09 15,953.82 8,938.16 - ---------------------------------------------------------- 9 2003 19,604.04 33,332.61 13,200.00 - ---------------------------------------------------------- - -------------------------------------------------------------------------------- Average Annual Total Returns /(1)/ Periods ended 12/31/03 Since One Five Inception Year Years 9/15/96 --------------------------- OBMDX +55.97% +4.20% +6.93% Russell Midcap Growth +42.71% +2.01% +7.43% Russell 2000 Growth +48.54% +0.86% +2.86% Growth of an Assumed $10,000 Investment from September 15, 1996 to December 31, 2003 Label A B C - -------------------------------------------------------- Oberweis Mid-Cap Russell Portfolio Midcap Label (OBMDX) Russell 2000 Growth - -------------------------------------------------------- 1 9/15/96 10,000 10,000 10,000 - -------------------------------------------------------- 2 12/31/96 10,290 10,299 10,581 - -------------------------------------------------------- 3 - -------------------------------------------------------- 4 - -------------------------------------------------------- 5 - -------------------------------------------------------- 6 12/31/97 10,846 11,632 12,966 - -------------------------------------------------------- 7 - -------------------------------------------------------- 8 - -------------------------------------------------------- 9 - -------------------------------------------------------- 10 12/31/98 13,271 11,775 15,282 - -------------------------------------------------------- 11 - -------------------------------------------------------- 12 - -------------------------------------------------------- 13 - -------------------------------------------------------- 14 12/31/99 28,230 16,849 23,121 - -------------------------------------------------------- 15 - -------------------------------------------------------- 16 - -------------------------------------------------------- 17 - -------------------------------------------------------- 18 12/31/00 24,548 13,070 20,404 - -------------------------------------------------------- 19 - -------------------------------------------------------- 20 - -------------------------------------------------------- 21 - -------------------------------------------------------- 22 12/31/01 15,529 11,864 16,292 - -------------------------------------------------------- 23 - -------------------------------------------------------- 24 - -------------------------------------------------------- 25 - -------------------------------------------------------- 26 12/31/02 10,453 8,274 11,828 - -------------------------------------------------------- 27 - -------------------------------------------------------- 28 - -------------------------------------------------------- 29 - -------------------------------------------------------- 30 12/31/03 16,303 12,290 16,879 - -------------------------------------------------------- /(1)/ Performance is historical and does not represent future results. Investment returns and principal value vary, and you may have a gain or loss when you sell shares. Results include the reinvestment of all dividends and capital gains distributions. The Russell 2000 Growth Index measures the performance of those Russell 2000 companies with higher price-to-book ratios and higher forecasted earnings growth rates. The Russell 2000 Index measures the performance of 2000 companies with small-market capitalizations. The Russell Midcap Growth Index measures those Russell Midcap companies with higher price-to-book ratios and higher forecasted growth values. The Russell indices are unmanaged and are not available for investment. A sales load of 4% was charged on the Oberweis Emerging Growth Portfolio until December 31, 1991 and is not reflected in the total return figures or graph above. 3 OBERWEIS EMERGING GROWTH PORTFOLIO Portfolio of Investments December 31, 2003 (value in thousands) Shares Company (Closing Price) Value - ------------------------------------------------------------------------------- COMMON STOCKS - 100.4% Air Transportation - 1.5% 290,185 Mesa Air Group, Inc. @ 12.570 $ 3,648 ---------- Auto Parts - After Market - 0.8% 60,000 Starcraft Corp. @ 32.460 1,948 ---------- Auto Trucks & Parts - 0.7% 4,400 A.S.V., Inc. @ 37.360 164 ---------- Consumer Discretionary - Advertising Agency - 1.7% 399,200 aQuantive, Inc. @ 10.250 4,092 200,000 ValueClick, Inc. @ 9.070 1,814 ---------- 5,906 ---------- Consumer Discretionary - Commercial Information Service - 0.8% 100,000 Ask Jeeves, Inc. @ 18.120 1,812 ---------- Consumer Discretionary - Consumer Electronics - 3.6% 100,000 Digital Theater Systems, Inc. @ 24.690 2,469 70,000 NetFlix, Inc. @ 54.690 3,828 82,100 Sohu.com, Inc. @ 29.910 2,456 ---------- 8,753 ---------- Consumer Discretionary - Consumer Products - 2.5% 200,000 USANA Health Sciences, Inc. @ 30.600 6,120 ---------- Consumer Discretionary - Photography - 0.8% 200,000 Concord Camera Corp. @ 9.250 1,850 ---------- Consumer Discretionary - Restaurants - 0.5% 24,100 P.F. Chang's China Bistro, Inc. @ 50.880 1,226 ---------- Consumer Discretionary - Retail - 1.5% 97,700 Chico's FAS, Inc. @ 36.950 3,610 ---------- Consumer Discretionary - Service Commercial - 1.4% *10,300 StarTek, Inc. @ 40.790 420 200,000 Wireless Facilities, Inc. @ 14.860 2,972 ---------- 3,392 ---------- Consumer Discretionary - Shoes - 3.8% 130,300 The Finish Line, Inc. @ 29.970 3,905 *220,000 K-Swiss, Inc. @ 24.100 5,302 ---------- 9,207 ---------- Consumer Discretionary - Wholesale - 1.9% 148,100 Central European Distribution Corp. @ 31.600 $ 4,680 ---------- Financial Services - Banks - 1.0% *67,800 Mercantile Bank Corp. @ 36.500 2,475 ---------- Financial Services - Diverse - 2.4% 328,157 Euronet Worldwide, Inc. @ 18.039 5,920 ---------- Financial Services - Insurance - 1.7% 300,000 HealthExtras, Inc. @ 13.400 4,020 ---------- Financial Services - Misc. - 0.8% 70,000 Portfolio Recovery Associates, Inc. @ 26.550 1,858 ---------- Financial Services - Savings & Loan - 0.5% *100,000 NetBank, Inc. @ 13.350 1,335 ---------- Health Care - Biotech Research & Production - 4.3% 10,407 ArthroCare Corp. @ 24.500 255 80,000 ICON plc Sponsored ADR @ 43.600 3,488 120,000 Kensey Nash Corp. @ 23.250 2,790 60,000 Martek Biosciences Corp. @ 65.090 3,905 ---------- 10,438 ---------- Health Care - Drugs & Pharmaceuticals - 13.6% 80,055 Able Laboratories, Inc. @ 18.070 1,447 50,000(a) Able Laboratories, Inc. RS @ 18.070 903 80,000 American Pharmaceutical Partners, Inc. @ 33.600 2,688 140,000 Atix Laboratories, Inc. @ 24.040 3,366 150,000 Bradley Pharmaceuticals, Inc. @ 25.430 3,814 150,000 Bentley Pharmaceuticals, Inc. @ 13.300 1,995 100,000 Eon Labs, Inc. @ 50.950 5,095 500,000 InKine Pharmaceutical Corp. @ 4.830 2,415 160,000 Kos Pharmaceuticals, Inc. @ 43.010 6,882 100,000 SFBC International, Inc. @ 26.560 2,656 30,000 Taro Pharmaceutical Industries, Ltd. @ 64.500 1,935 ---------- 33,196 ---------- Health Care - Electronic Medical Systems - 5.1% 180,000 Abaxis, Inc. @ 18.090 3,256 359,250 eResearch Technology, Inc. @ 25.420 9,132 ---------- 12,388 ---------- See accompanying notes to financial statements. 4 OBERWEIS EMERGING GROWTH PORTFOLIO Portfolio of Investments (cont'd.) Shares Company (Closing Price) Value - ------------------------------------------------------------------------------- Health Care - Facilities - 0.6% 60,000 American Healthways, Inc. @ 23.870 $ 1,432 ---------- Health Care - Management Services - 3.0% 110,000 Centene Corp. @ 28.010 3,081 263,037 Omnicell, Inc. @ 16.200 4,262 ---------- 7,343 ---------- Health Care - Services - 1.6% 70,000 Odyssey Healthcare, Inc. @ 29.460 2,062 50,000 VistaCare, Inc. @ 34.940 1,747 ---------- 3,809 ---------- Health Care - Medical & Dental Instruments / Supplies - 6.5% 70,000 Advanced Neuromodulation Systems @ 45.980 3,219 73,100 Closure Medical Corp. @ 34.090 2,492 102,800 Gen-Probe, Inc. @ 36.470 3,749 110,000 Kyphon, Inc. @ 24.830 2,731 180,000 Therasense, Inc. @ 20.180 3,632 ---------- 15,823 ---------- Health Care - Medical & Dental Services - 0.4% 51,478 LCA-Vision, Inc. @ 21.170 1,090 ---------- Materials & Production - Misc. Materials & Commodity - 2.0% 140,000 Ceradyne, Inc. @ 34.060 4,768 ---------- Other Energy - Oil Crude Producer - 1.2% 400,000 Carrizo Oil & Gas, Inc. @ 7.201 2,880 ---------- Producer Durables - Aerospace - 1.6% 120,000 MTC Technologies, Inc. @ 32.230 3,868 ---------- Producer Durables - Electronics - Instruments - 3.2% 200,000 August Technology Corp. @ 18.600 3,720 136,100 Innovative Solutions and Support, Inc. @ 16.230 2,209 120,000 Sensytech, Inc. @ 14.000 1,680 ---------- 7,609 ---------- Producer Durables - Machinery - 2.2% 160,000 Applied Films Corp. @ 33.020 5,283 ---------- Producer Durables - Office Furniture & Business Equipment - 1.3% *110,000 Nam Tai Electronics, Inc. @ 28.080 3,089 ---------- Technology - Communication - 5.0% 300,000 Carrier Access Corp. @ 12.540 $ 3,762 140,000 Comtech Telecommunications Corp. @ 28.790 4,031 60,000 j2 Global Communications, Inc. @ 24.790 1,487 80,000 Secure Computing Corp. @ 17.910 1,433 79,100 Sierra Wireless @ 15.380 1,217 ---------- 11,930 ---------- Technology - Computer Service Software & Systems - 6.7% 120,000 Altiris, Inc. @ 36.480 4,378 60,000 Magma Design Automation, Inc. @ 23.340 1,400 200,000 Merge Technologies, Inc. @ 17.640 3,528 66,700 Netease.com, Inc. @ 36.920 2,463 140,000 SafeNet, Inc. @ 30.670 4,294 ---------- 16,063 ---------- Technology - Computer - Technology - 5.5% 350,000 Cray, Inc. @ 9.930 3,475 200,000 Dot Hill Systems Corp. @ 15.150 3,030 230,200 Lexar Media, Inc. @ 17.420 4,010 200,000 Synaptics, Inc. @ 14.980 2,996 ---------- 13,511 ---------- Technology - Electronics Semi-Conductor - 5.0% 150,000 Artisan Components, Inc. @ 20.500 3,075 110,000 OmniVision Technologies, Inc. @ 55.250 6,078 200,000 Silicon Image, Inc. @ 7.160 1,432 90,000 Tessera Technologies, Inc. @ 18.810 1,693 ---------- 12,278 ---------- Utilities - Telecommunications - 2.5% 114,014 Golden Telecom, Inc. @ 27.850 3,175 40,000 Vimpel Communications @ 73.500 2,940 ---------- 6,115 ---------- Veterinary Products - 1.2% 400,000 PetMed Express, Inc. @ 7.200 2,880 ---------- Total Common Stocks (Cost: $181,024) $ 243,717 ---------- Total Investments - 100.4% (Cost : $181,024) $ 243,717 ---------- Other Liabilities less Assets - (0.4%) (1,022) ---------- NET ASSETS - 100% $ 242,695 ========== See accompanying notes to financial statements. 5 OBERWEIS EMERGING GROWTH PORTFOLIO Portfolio of Investments (cont'd.) Notes to Portfolio of Investments - -------------------------------------------------------------------------------- * Income producing security during the year ended December 31, 2003. Securities not indicated as income producing did not pay dividends for the year ended December 31, 2003. Based on the cost of investments of $181,024,000 for federal income tax purposes at December 31, 2003, the aggregate gross unrealized appreciation was $67,736,000, the aggregate gross unrealized depreciation was $5,043,000 and the net unrealized appreciation of investments was $62,693,000. /(a)/ The following security is subject to legal or contractual restrictions on sale. It was valued at cost on the date of acquisition and at fair value as determined by the board of trustees of the Fund as of December 31, 2003. The aggregate value of restricted securities was $903,000 or 0.4% of net assets at December 31, 2003. Able Laboratories, Inc. 50,000 shares purchased in June, 2003 at a cost of $950,000. See accompanying notes to financial statements. 6 OBERWEIS MICRO-CAP PORTFOLIO Portfolio of Investments December 31, 2003 (value in thousands) Shares Company (Closing Price) Value - ------------------------------------------------------------------------------- COMMON STOCKS - 97.9% Auto & Transportation - 1.9% 60,000 Starcraft Corp. @ 32.460 $ 1,948 ---------- Consumer Discretionary - Consumer Electronics - 1.0% 55,000 FindWhat.com @ 18.750 1,031 ---------- Consumer Discretionary - Service Commercial - 3.8% 150,000 Greg Manning Auctions, Inc. @ 11.839 1,776 19,500 4Kids Entertainment, Inc. @ 26.020 507 125,000 SM&A @ 11.700 1,463 ---------- 3,746 ---------- Consumer Discretionary - Wholesale - 2.0% 64,500 Central European Distribution Corp. @ 31.600 2,038 ---------- Consumer Staples - Foods - 1.1% 120,000 SunOpta, Inc. @ 9.230 1,108 ---------- Financial Services - Banks - 0.3% 20,000 Florida Banks, Inc. @ 14.000 280 ---------- Financial Services - Data - 1.8% 200,000 Tradestation Group, Inc. @ 8.860 1,772 ---------- Financial Services - Insurance - 3.0% 220,000 HealthExtras, Inc. @ 13.400 2,948 ---------- Health Care - Biotech Production - 3.0% 80,000 Kensey Nash Corp. @ 23.250 1,860 200,000 Trinity Biotech plc @ 5.580 1,116 ---------- 2,976 ---------- Health Care - Drugs & Pharmaceuticals - 7.8% 80,000 Able Laboratories, Inc. @ 18.070 1,446 60,000 Bradley Pharmaceuticals, Inc. @ 25.430 1,526 60,000 Bentley Pharmaceuticals, Inc. @ 13.300 798 100,000 Carrington Laboratories, Inc. @ 4.120 412 119,400 Caraco Pharmaceutical Laboratories, Ltd. @ 7.480 893 150,000 Matrixx Initiatives, Inc. @ 17.739 2,661 ---------- 7,736 ---------- Health Care - Electronic Medical Systems - 6.3% 100,000 Candela Corp. @ 18.180 $ 1,818 225,000 Palomar Medical Technologies, Inc. @ 10.520 2,367 25,000 Quality Systems, Inc. @ 44.590 1,115 150,000 Somanetics Corp. @ 6.750 1,013 ---------- 6,313 ---------- Health Care - Facilities - 2.7% 240,000 PainCare Holdings, Inc. @ 3.200 768 90,000 Psychiatric Solutions, Inc. @ 20.900 1,881 ---------- 2,649 ---------- Health Care - Management Services - 3.0% 60,000 IMPAC Medical Systems, Inc. @ 25.560 1,534 80,000 Vital Images, Inc. @ 17.860 1,429 ---------- 2,963 ---------- Health Care - Medical & Dental - 2.7% 35,300 Bio-Imaging Technologies, Inc. @ 6.230 220 40,000 BioLase Technology, Inc. @ 16.600 664 40,000 Inverness Medical Innovations, Inc. @ 21.780 871 46,500 Synovis Life Technologies, Inc. @ 20.250 942 ---------- 2,697 ---------- Medical - Biomedical / Gene - 0.7% 150,000 Lark Technologies @ 4.800 720 ---------- Other Energy - Oil Crude Producer - 0.6% 100,000 Exploration Company of Delaware, Inc. @ 6.100 610 ---------- Producer Durables - Control & Filter Device - 1.0% 190,000 Mikron Infrared, Inc. @ 5.300 1,007 ---------- Producer Durables - Electrical Equipment - 4.1% 90,000 Sonic Solutions @ 15.300 1,377 *150,000 Technology Research Corp. @ 17.920 2,688 ---------- 4,065 ---------- Producer Durables - Electronics Instruments - 9.9% 309,700 FARO Technologies, Inc. @ 24.980 7,736 120,000 NovAtel, Inc. @ 8.270 992 80,000 Sensytech, Inc. @ 14.000 1,120 ---------- 9,848 ---------- Producer Durables - Machinery - 2.2% 120,000 ICOS Vision Systems Corp. N.V. @ 18.300 2,196 ---------- Producer Durables - Misc. Durables - 2.5% 30,000 Taser International, Inc. @ 82.370 2,471 ---------- See accompanying notes to financial statements. 7 OBERWEIS MICRO-CAP PORTFOLIO Portfolio of Investments (cont'd.) Shares Company (Closing Price) Value - ------------------------------------------------------------------------------- Technology - Communication - 5.8% 69,600 California Amplifier, Inc. @ 14.070 $ 979 80,000 Comtech Telecommunications Corp. @ 28.790 2,303 75,000 NICE Systems, Ltd. @ 25.350 1,901 85,900 Sunair Electronics, Inc. @ 7.150 614 ---------- 5,797 ---------- Technology - Computer Service Software & Systems - 13.1% 550,000 ClickSoftware Technologies @ 4.080 2,244 190,350 Innodata Corp. @ 4.000 761 505,000 Island Pacific, Inc. @ 1.840 929 250,000 MIND C.T.I., Ltd. @ 6.000 1,500 100,000 Merge Technologies, Inc. @ 17.640 1,764 100,000 The SCO Group, Inc. @ 17.000 1,700 60,000 SafeNet, Inc. @ 30.670 1,840 167,376 Smith Micro Software, Inc. @ 1.990 333 100,000 SupportSoft, Inc. @ 13.160 1,316 300,000 VASCO Data Security International, Inc. @ 2.340 702 ---------- 13,089 ---------- Technology - Computer Technology - 8.1% 350,000 Arel Communications and Software, Ltd @ 2.820 987 40,000 CyberGuard Corp. @ 8.720 349 400,000 ICAD, Inc. @ 5.280 2,112 70,000 Interphase Corp. @ 12.950 907 80,000 Neoware Systems, Inc. @ 13.740 1,099 75,000 Stratasys, Inc. @ 27.050 2,029 135,900 The Extended Systems, Inc. @ 4.330 588 ---------- 8,071 ---------- Technology - Electrical - 1.0% 250,000 EXX, Inc. @ 3.950 988 ---------- Technology - Electronics - 4.8% 200,000 Ultralife Batteries, Inc. @ 12.380 2,476 25,888 California Micro Devices Corp. @ 9.130 236 80,000 Sigmatron International, Inc. @ 26.130 2,090 ---------- 4,802 ---------- Utilities - Misc. - 1.7% 80,000 Bennett Environmental, Inc. @ 20.660 1,653 ---------- Utilities - Telecommunications - 2.0% 101,300 Yak Communications, Inc. @ 19.310 1,956 ---------- Rights Company (Closing Price) Value - ------------------------------------------------------------------------------- Total Common Stocks (Cost: $52,697) $ 97,478 ---------- Rights - 0.0% Computers - 0.0% 145,500/(a)/ Vision Technology @ 0.000 -- ---------- Total Rights (Cost : $0) $ -- ---------- Total Investments - 97.9% (Cost : $52,697) $ 97,478 Other Assets less Liabilities - 2.1% 2,068 ---------- NET ASSETS - 100% $ 99,546 ========== Notes to Portfolio of Investments - -------------------------------------------------------------------------------- * Income producing security during the year ended December 31, 2003. Securities not indicated as income producing did not pay dividends for the year ended December 31, 2003. Based on the cost of investments of $52,697,000 for federal income tax purposes at December 31, 2003, the aggregate gross unrealized appreciation was $45,761,000, the aggregate gross unrealized depreciation was $980,000 and the net unrealized appreciation of investments was $44,781,000. /(a)/ The security is valued in good faith by the board of trustees of the Fund as of December 31, 2003. See accompanying notes to financial statements. 8 OBERWEIS MID-CAP PORTFOLIO Portfolio of Investments December 31, 2003 (value in thousands) Shares Company (Closing Price) Value - ------------------------------------------------------------------------------- COMMON STOCKS - 98.4% Consumer Discretionary - Education Services - 4.4% 6,000 Career Education Corp. @ 40.250 $ 241 3,400 University of Phoenix Online @ 68.930 234 ---------- 475 ---------- Consumer Discretionary - Restaurants - 1.1% 3,000 Panera Bread Company @ 39.520 119 ---------- Consumer Discretionary - Retail - 3.4% 10,000 Chico's FAS, Inc. @ 36.950 369 ---------- Consumer Discretionary - Service Commercial - 2.1% 3,000 FTI Consulting, Inc. @ 23.370 70 6,000 Kroll, Inc. @ 26.000 156 ---------- 226 ---------- Consumer Discretionary - Textile - Apparel Manufacturers - 2.5% 4,000 Coach, Inc. @ 37.750 151 7,000 Quicksilver, Inc. @ 17.730 124 ---------- 275 ---------- Consumer Staples - Foods - 0.7% 2,000 Performance Food Group Company @ 36.170 72 ---------- Financial Services - Financial Data Provider Services - 1.0% 2,000 Affiliated Computer Services, Inc. @ 54.460 109 ---------- Financial Services- Misc. - 0.9% *3,000 Brown & Brown, Inc. @ 32.610 98 ---------- Financial Services - Insurance - 1.6% 5,000 Endurance Specialty Holdings, Ltd. @ 33.550 168 ---------- Health Care - Biotech Research & Production - 3.6% 3,000 Celgene Corp. @ 44.880 135 1,200 Cephalon, Inc. @ 48.410 58 3,000 Martek Biosciences Corp. @ 65.090 195 ---------- 388 ---------- Health Care- Drugs - Pharmaceuticals - 11.0% 10,000 Andrx Corp. @ 24.040 $ 240 6,000 American Pharmaceutical Partners, Inc. @ 33.600 202 3,000 Barr Laboratories, Inc. @ 76.950 231 4,000 Eon Labs, Inc. @ 50.950 204 10,000 QLT, Inc. @ 18.850 189 2,000 Taro Pharmaceutical Industries, Ltd. @ 64.500 129 ---------- 1,195 ---------- Health Care- Electrical Medical Systems - 0.6% 3,900 CTI Molecular Imaging @ 16.910 66 ---------- Health Care - Facilities - 1.0% 4,000 Pharmaceutical Product Development @ 26.970 108 ---------- Health Care - Management Services - 5.5% 4,000 AdvancePCS @ 52.790 211 15,000 Caremark Rx, Inc. @ 25.330 380 ---------- 591 ---------- Health Care - Services - 0.8% 3,000 Odyssey Healthcare, Inc. @ 29.460 88 ---------- Health Care - Medical & Dental Instruments - 3.5% 15,000 Cytyc Corp. @ 13.840 208 2,000 Respironics, Inc. @ 45.210 90 2,000 ResMed, Inc. @ 41.540 83 ---------- 381 ---------- Other Energy - Crude Oil Producer - 2.7% *6,000 Pogo Producing Company @ 48.300 290 ---------- Producer Durables - Electronics - Instruments - 2.0% *4,000 Garmin, Ltd. @ 54.480 218 ---------- Producer Durables - Machinery - 2.3% *4,500 Engineered Support Systems, Inc. @ 55.060 248 ---------- Producer Durables - Production Technology Equipment - 1.6% *6,000 Cognex Corp. @ 28.290 170 ---------- Producer Durables - Telecommunications - 0.6% 3,000 InterDigital Communications Corp. @ 20.600 62 ---------- See accompanying notes to financial statements. 9 OBERWEIS MID-CAP PORTFOLIO Portfolio of Investments (cont'd.) Shares Company (Closing Price) Value - ------------------------------------------------------------------------------- Technology - Communication - Technology - 14.0% 10,000 Foundry Networks, Inc. @ 27.330 273 4,000 L-3 Communications Holdings, Inc. @ 51.360 205 6,000 Research In Motion, Ltd. @ 66.830 401 30,000 Sonus Networks, Inc. @ 7.540 226 11,000 UTStarcom, Inc. @ 37.070 408 ---------- 1,513 ---------- Technology - Computer Service Software & Systems - 11.2% 18,000 Ascential Software Corp. @ 25.750 467 6,000 Cognizant Technology Solutions Corp. @ 45.640 274 10,000 iPass, Inc. @ 16.010 160 8,000 NetScreen Technologies, Inc. @ 24.750 198 3,000 Netease,com, Inc. @ 36.920 110 ---------- 1,209 ---------- Technology - Computer Technology - 7.7% 10,000 AU Optronics Corp. @ 11.920 119 8,000 SanDisk Corp. @ 61.200 490 4,000 Synopsys, Inc. @ 33.860 135 8,000 Western Digital Corp. @ 11.790 94 ---------- 838 ---------- Technology - Electronics Semi - Conductors - 8.5% 15,000 Globespan Virata, Inc. @ 5.850 88 2,500 Jabil Circuit, Inc. @ 28.300 71 4,000 Marvell Technology Group, Ltd. @ 37.930 152 4,000 OmniVision Technologies, Inc. @ 55.250 221 3,000 Silicon Laboratories, Inc. @ 43.280 130 40,000 Siliconware Precision Industries Company @ 5.150 206 6,000 MEMC Electronic Materials, Inc. @ 9.620 58 ---------- 926 ---------- Utilities - Telecommunications - 4.1% 6,000 Vimpel Communications @ 73.500 441 ---------- Total Common Stocks (Cost: $7,522) $ 10,643 ---------- Total Investments - 98.4% (Cost: $7,522) $ 10,643 Other Assets less Liabilities - 1.6% 177 ---------- NET ASSETS - 100% $ 10,820 ========== Notes to Portfolio of Investments - -------------------------------------------------------------------------------- * Income producing security during the year ended December 31, 2003. Securities not indicated as income producing did not pay dividends for the year ended December 31, 2003. Based on the cost of investments of $7,522,000 for federal income tax purposes at December 31, 2003, the aggregate gross unrealized appreciation was $3,441,000, the aggregate gross unrealized depreciation was $320,000 and the net unrealized appreciation of investments was $3,121,000. See accompanying notes to financial statements. 10 THE OBERWEIS FUNDS Statement of Assets and Liabilities December 31, 2003 (in thousands, except pricing of shares) Emerging Growth Micro-Cap Mid-Cap Portfolio Portfolio Portfolio - ------------------------------------------------------------------------------------- Assets: Investment securities at value $ 243,717 $ 97,478 $ 10,643 (Cost: $181,024, $52,697 and $7,522, respectively) Cash -- 2,888 197 Receivable from securities sold 6,416 1,056 -- Dividends and interest receivable 8 2 1 Prepaid expenses 28 24 5 ------------ ------------ ------------ Total Assets 250,169 101,448 10,846 ------------ ------------ ------------ Liabilities: Payable to custodian bank 1,154 -- -- Payable for fund shares redeemed 2,555 237 -- Payable for securities purchased 3,483 1,528 -- Payable to advisor (see note 2) 176 87 7 Payable to distributor 54 22 2 Accrued expenses 52 28 17 ------------ ------------ ------------ Total Liabilities 7,474 1,902 26 ------------ ------------ ------------ Net Assets $ 242,695 $ 99,546 $ 10,820 ============ ============ ============ Analysis of net assets: Aggregate paid in capital $ 186,936 $ 48,981 $ 11,538 Accumulated net realized gain(loss) on investments (6,934) 5,784 (3,839) Net unrealized appreciation of investments 62,693 44,781 3,121 ------------ ------------ ------------ Net Assets $ 242,695 $ 99,546 $ 10,820 ============ ============ ============ The Pricing of Shares: Net asset value and offering price per share Emerging Growth Portfolio: ($242,694,862 divided by 8,972,870 shares outstanding) $ 27.05 ============ Micro-Cap Portfolio: ($99,545,951 divided by 3,791,344 shares outstanding) $ 26.26 ============ Mid-Cap Portfolio: ($10,820,185 divided by 951,372 shares outstanding) $ 11.37 ============ See accompanying notes to financial statements. 11 THE OBERWEIS FUNDS Statement of Operations Year Ended December 31, 2003 (in thousands) Emerging Growth Micro-Cap Mid-Cap Portfolio Portfolio Portfolio - ------------------------------------------------------------------------------ Investment Income: Interest $ 115 $ 58 $ -- Dividends 138 36 6 ----------- ----------- ----------- Total Investment Income 253 94 6 ----------- ----------- ----------- Expenses: Investment advisory fees 573 443 28 Management fees 548 295 28 Distribution fees (see note 2) 343 185 17 Transfer agent fees and expenses 167 89 33 Custodian fees and expenses 84 62 30 Professional fees 81 44 5 Federal and state registration fees 31 35 13 Shareholder reports 27 16 4 Trustees' fees 14 10 1 Insurance 13 5 1 Miscellaneous 2 1 -- ----------- ----------- ----------- Total Expenses 1,883 1,185 160 ----------- ----------- ----------- Net Investment Loss Before Expense Reimbursement (1,630) (1,091) (154) Expense Reimbursement and Earnings Credits (see note 2) 8 6 21 ----------- ----------- ----------- Net Investment Loss (1,622) (1,085) (133) Net Realized and Unrealized Gain (Loss) on Investments: Net realized gain (loss) on investments 1,759 16,818 (505) Net realized gain from covered call options written 349 159 8 Net realized loss from put options -- (640) (38) ----------- ----------- ----------- Total net realized gain (loss) 2,108 16,337 (535) Increase in net unrealized appreciation of investments 55,324 40,899 3,473 ----------- ----------- ----------- Net realized and unrealized gain on investments 57,432 57,236 2,938 ----------- ----------- ----------- Net increase in net assets resulting from operations $ 55,810 $ 56,151 $ 2,805 =========== =========== =========== See accompanying notes to financial statements. 12 THE OBERWEIS FUNDS Statements of Changes in Net Assets (in thousands) - -------------------------------------------------------------------------------- Emerging Growth Portfolio ---------------------------- Years ended December 31, 2003 2002 ---------------------------- From Operations: Net investment loss $ (1,622) $ (927) Net realized gain (loss) on investments 2,108 (461) Increase (decrease) in net unrealized appreciation (depreciation) of investments 55,324 (17,586) ------------ ------------ Net increase (decrease) in net assets resulting from operations 55,810 (18,974) ------------ ------------ From Capital Share Transactions: Net proceeds from sale of shares 310,899 33,257 Redemption of shares (185,306) (32,005) ------------ ------------ Net increase from capital share transactions 125,593 1,252 ------------ ------------ Total increase (decrease) in net assets 181,403 (17,722) Net Assets: Beginning of year 61,292 79,014 ------------ ------------ End of year $ 242,695 $ 61,292 ============ ============ Transactions in Shares: Shares sold 13,107 1,918 Less shares redeemed (7,934) (1,830) ------------ ------------ Net increase from capital share transactions 5,173 88 ============ ============ See accompanying notes to financial statements. 13 THE OBERWEIS FUNDS Statements of Changes in Net Assets (in thousands) - -------------------------------------------------------------------------------- Micro-Cap Portfolio ---------------------------- Years ended December 31, 2003 2002 ---------------------------- From Operations: Net investment loss $ (1,085) $ (399) Net realized gain on investments 16,337 1,828 Increase (decrease) in net unrealized appreciation (depreciation) of investments 40,899 (6,781) ------------ ------------ Net increase (decrease) in net assets resulting from operations 56,151 (5,352) ------------ ------------ From Distributions: Distributions from net realized gains on investments (9,965) -- ------------ ------------ From Capital Share Transactions: Net proceeds from sale of shares 98,526 25,626 Proceeds from reinvestment of distributions 8,993 -- Redemption of shares (76,137) (46,113) ------------ ------------ Net increase (decrease) from capital share transactions 31,382 (20,487) ------------ ------------ Total increase (decrease) in net assets 77,568 (25,839) Net Assets: Beginning of year 21,978 47,817 ------------ ------------ End of year $ 99,546 $ 21,978 ============ ============ Transactions in Shares: Shares sold 5,713 1,766 Shares issued in reinvestment of dividends 342 -- Less shares redeemed (3,850) (3,032) ------------ ------------ Net increase (decrease) from capital share transactions 2,205 (1,266) ============ ============ See accompanying notes to financial statements. 14 THE OBERWEIS FUNDS Statements of Changes in Net Assets (in thousands) - -------------------------------------------------------------------------------- Mid-Cap Portfolio ---------------------------- Years ended December 31, 2003 2002 ---------------------------- From Operations: Net investment loss $ (133) $ (99) Net realized loss on investments (535) (985) Increase (decrease) in net unrealized appreciation (depreciation) of investments 3,473 (1,108) ------------ ------------ Net increase (decrease) in net assets resulting from operations 2,805 (2,192) ------------ ------------ From Capital Share Transactions: Net proceeds from sale of shares 7,421 759 Redemption of shares (3,776) (646) ------------ ------------ Net increase from capital share transactions 3,645 113 ------------ ------------ Total increase (decrease) in net assets 6,450 (2,079) Net Assets: Beginning of year 4,370 6,449 ------------ ------------ End of year $ 10,820 $ 4,370 ============ ============ Transactions in Shares: Shares sold 735 84 Less shares redeemed (383) (80) ------------ ------------ Net increase from capital share transactions 352 4 ============ ============ See accompanying notes to financial statements. 15 THE OBERWEIS FUNDS Notes to Financial Statements December 31, 2003 1. Significant Accounting Policies Description of business. The Oberweis Funds (the "Trust") is registered under the Investment Company Act of 1940 as a diversified open-end management investment company. The Trust is authorized to operate numerous portfolios under various trading strategies. The Trust consists of three portfolios: the Oberweis Emerging Growth Portfolio, the Oberweis Micro-Cap Portfolio, and the Oberweis Mid-Cap Portfolio (collectively, the Funds). Investment valuation. Investments in securities are stated at value as of the close of the regular trading session on the New York Stock Exchange (generally 3 p.m., Central Standard Time). Each listed and unlisted security for which last sale information is regularly reported is valued at the last reported sales price on that day. If there has been no sale on such day, then such security is valued at the current day's bid price. Any unlisted security for which last sale information is not regularly reported and any listed debt security which has an inactive listed market for which over-the-counter market quotations are readily available is valued at the closing bid price determined on the basis of reasonable inquiry. Options are valued at the last reported bid price on the primary exchange as of the close of the regular trading session of the Chicago Board Options Exchange (CBOE). Restricted securities and any other securities or other assets for which market quotations are not readily available are valued by appraisal at their fair value as determined in good faith under procedures established by and under the general supervision and responsibility of the Board of Trustees. Short-term debt instruments maturing within 60 days are valued by the amortized cost method, which approximates fair value. Fund share valuation. Fund shares are sold and redeemed on a continuous basis at net asset value. On each day the New York Stock Exchange is open for trading, the net asset value per share is determined as of the later of the close of the New York Stock Exchange or the CBOE by dividing the total value of each Fund's investments and other assets, less liabilities, by the number of each Fund's shares outstanding. Investment transactions and investment income. Investment transactions are accounted for on the trade date (date the order to buy or sell is executed). Dividend income is recorded on the ex-dividend date, and interest income is recorded on the accrual basis and includes amortization of premium and discount. Realized gains and losses from investment transactions are reported on an identified cost basis. Gains and losses on premiums from expired options are recognized on the date of expiration. Federal income taxes and dividends to shareholders. It is the Fund's policy and it intends to comply with the special provisions of the Internal Revenue Code available to investment companies and therefore no federal income tax provision is required. Dividends payable to its shareholders are recorded by each Fund on the ex-dividend date. Dividends are determined in accordance with income tax principles which may treat certain transactions differently from generally accepted accounting principles. These "book/tax" differences are either considered temporary or permanent in nature. To the extent these differences are considered permanent in nature, such amounts are reclassified within the composition of net assets based on their federal tax basis treatment; temporary differences do not require a reclassification. As of December 31, 2003 the Fund had unused capital loss carryforwards available for federal income tax purposes to be applied against future capital gains, if any. If not applied the capital loss carryforward will expire as follows: Oberweis Oberweis Expiration Year Emerging Growth Mid-Cap - --------------- --------------- ------------- 2009 $ 6,668,291 $ 2,042,858 2010 $ 0 $ 1,086,764 2011 $ 266,675 $ 709,055 There is no difference between the book basis and tax basis of accumulated net realized loss on investments. The Emerging Growth Portfolio and Mid-Cap Portfolio made no tax based distributions and had no undistributed tax ordinary income as of December 31, 2003. The Oberweis Micro-Cap Portfolio paid net long term realized gains from the sale of securities of $4,281,428 and distributions of ordinary income (which includes short term capital gains from the sale of securities) of $5,683,965 in 2003 to shareholders of record on November 6, 2003. There were no distributions in 2002. Use of estimates. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimates. 16 2. Transactions with affiliates The Funds have written agreements with Oberweis Asset Management, Inc. ("OAM") as the Funds' investment adviser and manager. Oberweis Securities, Inc. ("Oberweis Securities"), the Funds' principal distributor is an affiliate of OAM. Investment advisory agreement. For investment advisory services, the Emerging Growth Portfolio paid monthly investment advisory fees at an annual rate equal to .45% of the first $50,000,000 of average daily net assets and .40% of average daily net assets in excess of $50 million. The Micro-Cap Portfolio paid monthly investment advisory fees at an annual rate equal to .60% of average daily net assets. The Mid-Cap Portfolio paid monthly investment advisory fees at an annual rate equal to .40% of average daily net assets. For the year ended December 31, 2003, the Emerging Growth Portfolio, Micro-Cap Portfolio, and Mid-Cap Portfolio incurred investment advisory fees totaling $573,000, $443,000, and $28,000, respectively. Management agreement. For management services and facilities furnished, the Emerging Growth Portfolio, Micro-Cap Portfolio, and Mid-Cap Portfolio each paid a monthly fee at an annual rate equal to .40% of average daily net assets. For the year ended December 31, 2003, the Emerging Growth Portfolio, Micro-Cap Portfolio, and Mid-Cap Portfolio incurred management fees totaling $548,000, $295,000 and $28,000, respectively. Expense reimbursement. OAM is contractually obligated to reduce its management fees or reimburse the Funds to the extent that total ordinary operating expenses, as defined, exceed in any one year the following amounts expressed as a percentage of each Fund's average daily net assets: 2% of the first $25,000,000; plus 1.8% of the next $25,000,000; plus 1.6% of average daily net assets in excess of $50,000,000. OAM reimbursed the Mid-Cap Portfolio $20,000 for the year ended December 31, 2003. Officers and trustees. Certain officers or trustees of the Funds are also officers or directors of OAM and Oberweis Securities. During the year ended December 31, 2003, the Funds made no direct payments to its officers and paid $25,000 to its unaffiliated trustees. Distribution and shareholder service expense. The Funds have a distribution and shareholder services agreement with Oberweis Securities. For services under the distribution and shareholder servicing agreement, the Funds pay Oberweis Securities a fee at the annual rate of .25% of the average daily net assets as compensation for services. For the year ended December 31, 2003, the Emerging Growth Portfolio, Micro-Cap Portfolio and Mid-Cap Portfolio incurred distribution fees totaling $343,000, $185,000 and $17,000, respectively. Commissions. The Funds pay Oberweis Securities for executing some of each Fund's agency security transactions at competitive rates, typically $.02-.03 per share. For the year ended December 31, 2003, the Emerging Growth Portfolio, Micro-Cap Portfolio and Mid-Cap Portfolio paid commissions of $12,000, $20,000 and $1,000, respectively to Oberweis Securities. 3. Investment transactions The cost of securities purchased and proceeds from securities sold during the year ended December 31, 2003, other than options written and money market investments, aggregated $196,520,000 and $72,631,000, respectively, for the Emerging Growth Portfolio, $78,177,000 and $60,143,000, respectively, for the Micro-Cap Portfolio, and $5,284,000 and $1,971,000, respectively, for the Mid-Cap Portfolio. The Funds did not hold government securities during 2003. Transactions in options written for the year ended December 31, 2003 were as follows: Emerging Growth Micro-Cap Mid-Cap Portfolio Portfolio Portfolio ---------------------- ---------------------- -------------------- Number Number Number of Premiums of Premiums of Premiums Contracts Received Contracts Received Contracts Received ---------------------- ---------------------- -------------------- Options outstanding at beginning of year 725 $ 48,000 270 $ 17,000 80 $ 5,000 Options written 3,938 434,000 1,970 176,000 50 3,000 Options expired (3,228) (362,000) (1,392) (137,000) (130) (8,000) Options closed (920) (74,000) (130) (7,000) -- -- Options assigned (515) (46,000) (718) (49,000) -- -- ---------------------- ---------------------- -------------------- Options outstanding at end of year -- $ -- -- $ -- -- $ -- 17 The premiums received provide a partial hedge (protection) against declining prices and enables each Fund to generate a higher return during periods when OAM does not expect the underlying security to make any major price moves in the near future but still deems the underlying security to be, over the long term, an attractive investment for each Fund. The Funds write covered call options for which premiums received are recorded as liabilities and are subsequently adjusted to the current value of the options written. Premiums received from writing options that expire are treated as realized gains. Premiums received from writing options, which are either exercised or closed, are offset against the proceeds received or amount paid on the transaction to determine realized gains or losses. Amounts recovered for securities litigation are included in the realized gains of the Fund. 4. Redemption fee A .25% redemption fee is charged on redemptions from the Micro-Cap and Mid-Cap Portfolios. The redemption fee is retained by the Funds and is intended to reimburse the Funds for the expense they incur in connection with shareholder redemptions. Redemption fees received by the Micro-Cap and Mid-Cap Portfolios were $188,000 and $9,000, respectively, for the year ended December 31, 2003, and were recorded as a reduction of the cost of shares redeemed in the statements of changes in net assets. The amount of redemption fees received increase paid-in capital. The Oberweis Funds are designed for long-term investors. To discourage market timers, effective January 1, 2004, redemptions of shares of a Portfolio within 180 days of purchase will be subject to a 1.00% redemption fee of the total redemption amount. The redemption fee applies only to shares acquired on or after January 1, 2004 and will not apply to exchanges. The 1.00% redemption fee is deducted from the redemption proceeds and is retained by the Portfolio. However, the Micro-Cap and Mid-Cap Portfolios will continue to assess the .25% withdrawal charge on redemptions of shares of the Portfolios that were acquired prior to January 1, 2004, but effective January 1, 2004, will no longer assess the .25% withdrawal charge on exchanges. The Micro-Cap and Mid-Cap Portfolios will no longer assess this .25% withdrawal charge on redemptions effective July 1, 2004. 5. Earnings credits and interest charges The Trust, as part of the agreement with the Custodian, receives credits against its custodian fees on its uninvested cash balances and is allowed to borrow for temporary purposes. Borrowings are not to exceed 5% of the value of each Funds total assets at the time of any such borrowing. Interest on amounts borrowed is calculated at the prime rate and is payable monthly. During the year ended December 31, 2003, the Emerging Growth Portfolio, Micro-Cap Portfolio and the Mid-Cap Portfolio received credits of $8,000, $6,000 and $1,000, respectively. During the year ended December 31, 2003, the Emerging Growth Portfolio, Micro-Cap Portfolio and the Mid-Cap Portfolio incurred interest charges of $4,000, $1,000 and $0, respectively, which is included in custodian fees and expenses in the statement of operations. 6. Micro-Cap Portfolio Closing The Oberweis Funds announced that the Oberweis Micro-Cap Portfolio was closed to new investors at the close of business on May 30, 2003. The Oberweis Micro-Cap Portfolio was also closed to existing shareholders except for retirement accounts (qualified retirement plans and IRA accounts). 18 FINANCIAL HIGHLIGHTS Per share income and capital changes for a share outstanding throughout each year is as follows : Emerging Growth Portfolio Years ended December 31, -------------------------------------------------------------- 2003 2002 2001 2000 1999 -------------------------------------------------------------- Net asset value at beginning of year $ 16.13 $ 21.29 $ 21.19 $ 36.15 $ 23.60 Income (loss) from investment operations: Net investment loss /(a)/ (.27) (.26) (.31) (.48) (.41) Net realized and unrealized gain (loss) on investments 11.19 (4.90) .41 (1.37) 12.96 ---------- ---------- ---------- ---------- ---------- Total from investment operations 10.92 (5.16) .10 (1.85) 12.55 Less distributions: Distribution from net realized gains on investments -- -- -- (13.11) -- ---------- ---------- ---------- ---------- ---------- Net asset value at end of year $ 27.05 $ 16.13 $ 21.29 $ 21.19 $ 36.15 ========== ========== ========== ========== ========== Total Return (%) 67.7 (24.2) 0.5 (10.7) 53.2 Ratio/Supplemental Data Net Assets at end of year (in thousands) $ 242,695 $ 61,292 $ 79,014 $ 83,643 $ 105,128 Ratio of expenses to average net assets (%) 1.37 1.57 1.65 1.42 1.59 Ratio of net investment loss to average net assets (%) (1.18) (1.48) (1.51) (1.27) (1.56) Portfolio turnover rate (%) 56 66 66 73 63 Average commission rate paid $ .0206 $ .0265 $ .0336 $ .0342 $ .0305 - ---------- Notes: /(a)/ The net investment loss per share data was determined using average shares outstanding during the year. 19 FINANCIAL HIGHLIGHTS Per share income and capital changes for a share outstanding throughout the period is as follows: Micro-Cap Portfolio Years ended December 31, -------------------------------------------------------------- 2003 2002 2001 2000 1999 -------------------------------------------------------------- Net asset value at beginning of year $ 13.86 $ 16.77 $ 13.54 $ 16.94 $ 14.18 Income (loss) from investment operations: Net investment loss /(a)/ (.31) (.24) (.24) (.33) (.28) Net realized and unrealized gain (loss) on investments /(b)/ 15.41 (2.67) 3.47 (.74) 3.04 ---------- ---------- ---------- ---------- ---------- Total from investment operations 15.10 (2.91) 3.23 (1.07) 2.76 Less distributions: Distributions from net realized gains on investments (2.70) -- -- (2.33) -- ---------- ---------- ---------- ---------- ---------- Net asset value at end of year $ 26.26 $ 13.86 $ 16.77 $ 13.54 $ 16.94 ========== ========== ========== ========== ========== Total Return (%) 108.9 (17.3) 23.9 (8.0) 19.5 Ratio/Supplemental Data Net Assets at end of year (in thousands) $ 99,546 $ 21,978 $ 47,817 $ 20,491 $ 21,301 Ratio of expenses to average net assets (%) 1.60 1.93 1.98 1.96 2.00/(c)/ Ratio of net investment loss to average net assets (%) (1.47) (1.64) (1.59) (1.79) (1.98) Portfolio turnover rate (%) 87 81 82 79 46 Average commission rate paid $ .0200 $ .0256 $ .0307 $ .0271 $ .0328 - ---------- Notes: /(a)/ The net investment loss per share data was determined using average shares outstanding during the year. /(b)/ The net realized and unrealized gain(loss) on investments include redemption fees per share of $0.05. /(c)/ Net of expense reimbursement from related parties. The expense ratios would have been 2.17% for 1999 before expense reimbursement. 20 FINANCIAL HIGHLIGHTS Per share income and capital changes for a share outstanding throughout the period is as follows: Mid-Cap Portfolio Years ended December 31, -------------------------------------------------------------------------- 2003 2002 2001 2000 1999 -------------------------------------------------------------------------- Net asset value at beginning of year 7.29 $ 10.83 $ 17.12 $ 24.29 $ 12.86 Income (loss) from investment operations: Net investment loss /(a)/ (.18) (.17) (.21) (.46) (.31) Net realized and unrealized gain (loss) on investments /(b)/ 4.26 (3.37) (6.08) (2.27) 14.22 ---------- ---------- ---------- ---------- ---------- Total from investment operations 4.08 (3.54) (6.29) (2.73) 13.91 Less distributions: Distributions from net realized gains on investments -- -- -- (4.44) (2.48) ---------- ---------- ---------- ---------- ---------- Net asset value at end of year $ 11.37 $ 7.29 $ 10.83 $ 17.12 $ 24.29 ========== ========== ========== ========== ========== Total Return (%) 56.0 (32.7) (36.7) (13.1) 112.7 Ratio/Supplemental Data Net Assets at end of year (in thousands) $ 10,820 $ 4,370 $ 6,449 $ 12,308 $ 14,085 Ratio of expenses to average net assets (%) 2.00/(c)/ 2.00/(c)/ 2.00/(c)/ 1.86 2.00/(c)/ Ratio of net investment loss to average net assets (%) (1.91) (1.91) (1.75) (1.78) (1.93) Portfolio turnover rate (%) 29 66 115 97 153 Average commission rate paid $ .0200 $ .0256 $ .0312 $ .0269 $ .0345 - ---------- Notes: /(a)/ The net investment loss per share data was determined using average shares outstanding during the year. /(b)/ The net realized and unrealized gain(loss) on investments include redemption fees per share of $0.01. /(c)/ Net of expense reimbursement from related parties. The expense ratios would have been 2.31%, 2.66%, 2.60%, and 2.43%, for 2003, 2002, 2001and 1999 respectively, before expense reimbursement and earnings credits. 21 REPORT OF INDEPENDENT AUDITORS - -------------------------------------------------------------------------------- To the Board of Trustees and Shareholders of The Oberweis Funds In our opinion, the accompanying statements of assets and liabilities, including the portfolio of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the Emerging Growth Portfolio, Micro-Cap Portfolio and Mid-Cap Portfolio (three portfolios constituting The Oberweis Funds, hereafter referred to as the "Funds") at December 31, 2003, the results of each of their operations for the year then ended, the changes in each of their net assets and the financial highlights for the two years then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Funds' management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. The financial highlights for each of the three years in the period ended December 31, 2001 were audited by other auditors, whose report dated February 5, 2002, expressed an unqualified opinion on those financial highlights. PricewaterhouseCoopers LLP January 29, 2004 Chicago, Illinois 22 Trustees and Officers of The Oberweis Funds NUMBER OF TERM OF OFFICE AND PORTFOLIOS POSITION HELD LENGTH OF TIME PRINCIPAL OCCUPATION OVERSEEN OTHER NAME, ADDRESS AND AGE WITH FUND SERVED LAST FIVE YEARS BY TRUSTEE DIRECTORSHIPS Thomas J. Burke (72) Trustee Trustee since President - Burke Medical 3 None 951 Ice Cream Dr. May, 1991 /(1)/ Associates, 1968 to present; North Aurora, IL 60542 retired medical physician, practicing medical physician until November 1, 1995. James G. Schmidt (56) Trustee Trustee since Senior Vice President and 3 None 951 Ice Cream Dr. November, 2003 /(1)/ Chief Financial Officer - North Aurora, IL 60542 Federal Heath Sign Co., May 2003 to present; Vice President - Finance Federal Sign division of Federal Signal Corp. October, 1991 to April, 2003. James D. Oberweis (57) Trustee/ Trustee and Officer Chairman and Director - 3 None 951 Ice Cream Dr. President/(2)/ since Oberweis Asset Management, North Aurora, IL 60542 July, 1986 /(1)(3)/ Inc. September, 2001 to present. President - September, 1989 to August, 2001. Patrick B. Joyce (44) Executive Vice Officer since Executive Vice President, Not Applicable None 951 Ice Cream Dr. President and October, 1994 /(3)/ Secretary and Director - North Aurora, IL 60542 Treasurer Oberweis Asset Management, Inc., September, 1994 to present; Executive Vice President and Director - Oberweis Securities, Inc. September, 1996 to present. Martin L. Yokosawa (43) Senior Vice President Officer since Senior Vice President - Not Applicable None 951 Ice Cream Dr. October, 1994 /(3)/ Oberweis Asset Management, North Aurora, IL 60542 Inc., September, 1994 to Present; Senior Vice President - Oberweis Securities, Inc., January, 1997 to present. James W. Oberweis (29) Senior Vice President Officer since President - Oberweis Asset Not Applicable None 951 Ice Cream Dr. August, 1996 /(3)/ Management, Inc., September, North Aurora, IL 60542 2001 to present; Senior Vice President May, 1996 to August, 2001; Portfolio Manager from December, 1995 to present; President and Director - Oberweis Securities, Inc., September, 1996 to present. Steven J. LeMire (34) Vice President and Officer since Vice President, Operations - Not Applicable None 951 Ice Cream Dr. Secretary August, 1998 /(3)/ Oberweis Asset Management, North Aurora, IL 60542 Inc., June, 2000 to present; Compliance Manager - Oberweis Securities, Inc., March 1997 to June, 2000. (1) - Unless otherwise noted, each trustee shall serve as a trustee of the Fund until the next meeting of shareholders, if any, called for the purpose of considering the election or re-election of such trustee or of a successor to such trustee, and until the election and qualification of his successor, if any, elected at such meeting, or until such trustee sooner dies, resigns, retires or is removed. (2) - James D. Oberweis is an interested trustee of the Fund by reasons of his positions as the President of the Fund and the Chairman and a portfolio manager of Oberweis Asset Management, Inc., the Fund's investment advisor. (3) - Elected annually by board of trustees. The Statement of Additional Information includes additional information about Fund officers and trustees and is available upon request without charge, by calling the Fund at 1-800-323-6166. 23 [LOGO] The Oberweis Funds Annual Report Audited December 31, 2003 Trustees and Officers James D. Oberweis Trustee and President James G. Schmidt Trustee Patrick B. Joyce Executive Vice President Treasurer James W. Oberweis Senior Vice President Thomas J. Burke Trustee Martin L. Yokosawa Senior Vice President Steven J. LeMire Vice President Secretary Manager and Investment Advisor Oberweis Asset Management, Inc. 951 Ice Cream Dr., North Aurora, IL 60542 1-800-323-6166 www.oberweis.net Distributor Oberweis Securities, Inc. 951 Ice Cream Dr., North Aurora, IL 60542 1-630-801-6000 www.oberweis.net Custodian UMB Bank, n.a. 928 Grand Blvd., Kansas City, MO 64106 Transfer Agent UMB Fund Services, Inc. P.O. Box 711 Milwaukee, WI 53201-0711 1-800-245-7311 Counsel Vedder, Price, Kaufman & Kammholz, P.C. 222 North LaSalle Street, Chicago, IL 60601 Independent Auditors PricewaterhouseCoopers LLP One North Wacker Drive, Chicago, IL 60606 [LOGO] The Oberweis Funds Emerging Growth Portfolio Micro-Cap Portfolio Mid-Cap Portfolio ITEM 2. CODE OF ETHICS. (a) As of December 31, 2003, the registrant has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer, or persons performing and similar functions. (b) A copy of the code of ethics may be obtained upon request, without charge, by contacting the registrant in writing at its principal executive office. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT (a) (1) The registrant's board of trustees has determined that the registrant has at least one audit committee financial expert serving on the audit committee. (b) The audit committee financial expert is James G. Schmidt. Mr. Schmidt is independent as defined in Form N-CSR Item 3 (a) (2). ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. $40,000 2003 ITEMS 5-6. [RESERVED] ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not Applicable. ITEM 8. [RESERVED] ITEM 9. CONTROLS AND PROCEDURES. (a) The registrant's principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3 (c) under the Investment Company Act of 1940, as amended (the "1940 Act") (17CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Exchange Act (17 CFR 240.13a-15(b) or 240.15d-15(b)). (b) There has been no change to the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the registrant's most recent fiscal half-year that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. ITEM 10. EXHIBITS. (a) (1) Not Applicable. (a) (2) Certifications pursuant to Section 302 of the Sarbanes- Oxley Act of 2002 are attached hereto. (b) Certifications pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 are attached hereto. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) The Oberweis Funds By (Signature and Title*) /s/ James D. Oberweis --------------------------------------------------------- James D. Oberweis President, The Oberweis Funds Date 02/26/2004 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By (Signature and Title*) /s/ James D. Oberweis --------------------------------------------------------- James D. Oberweis President, The Oberweis Funds Date 02/26/2004 By (Signature and Title*) /s/ Patrick B. Joyce --------------------------------------------------------- Patrick B. Joyce Executive Vice President and Treasurer, The Oberweis Funds Date 02/26/2004 /*/ Print the name and title of each signing officer under his or her signature.