------------------------ 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 W. Oberweis Copy to: James A. Arpaia The Oberweis Funds Vedder, Price, Kaufman, & Kammholz, P.C. 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, 2004 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 Fellow Oberweis Funds Shareholder: I am pleased to report positive returns for all three Oberweis Funds portfolios again in 2004. For the year, the Oberweis Micro-Cap Portfolio appreciated +2.19%, the Emerging Growth Portfolio appreciated +6.29%, and the Mid-Cap Portfolio appreciated +5.10%. These gains come on the heels of +108.93%, +67.70%, and +55.97% returns, respectively, for the Micro-Cap, Emerging Growth, and Mid-Cap Portfolios in 2003. Although the funds delivered positive results in 2004, the returns were lower than those of the Russell 2000 Growth Index, which appreciated +14.31%, and the Russell 2500 Growth Index, which appreciated +14.59%. The Oberweis Funds invest in companies with exceptionally high rates of growth. Within the Russell 2000 Growth universe, stocks of companies with particularly high rates of earnings growth performed very well in 2003, but did not perform well during the first nine months of 2004. In the final quarter of the year, however, high growth small-cap equities resumed market leadership and all three Oberweis Funds portfolios experienced significant appreciation. One should expect to see the Funds' quarterly and even yearly results heavily influenced by the cycles of the market. However, over time these cycles tend to average out and the ability of the investment management team to add value becomes clearer. For example, the Micro-Cap Portfolio returned an average of 14.98% annually after fees over the last five years, compared to -3.57% annually for the Russell 2000 Growth Index over the same period. Of course, past performance offers no guarantee of future returns. Our investment strategy remains steadfast in each of the three portfolios. We seek to attain excess return through superior individual stock selection. We strive to identify companies which have exceptionally high growth potential, are not widely followed by institutional investors, and can be purchased at low valuations in relation to their expected rates of growth. The companies in each portfolio have average growth rates in excess of 50%. The average forward 12-month P/E ratio as of year-end was 26.3 times for the Micro-Cap Portfolio, 27.9 times for the Emerging Growth Portfolio, and 25.3 times for the Mid-Cap Portfolio. At year-end, the weighted-average market cap for the Micro-Cap, Emerging Growth, and Mid-Cap Portfolios was $262 million, $738 million, and $2.8 billion, respectively. All three portfolios are currently open to new investors and shares may be purchased either directly through the Fund or through one of our many brokerage firm partners. Thank you for investing with us in The Oberweis Funds. If you have any questions about your account, please call our shareholder service representatives at (800) 245-7311. You may also download a prospectus and purchase shares online at www.oberweisfunds.com. 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 OF FUND PERFORMANCE 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 Oberweis Micro-Cap Portfolio appreciated +2.19% and the Emerging Growth Portfolio appreciated +6.29%. For comparison, the benchmark Russell 2000 Growth Index appreciated +14.31%. The Oberweis Mid-Cap Portfolio appreciated +5.10%. For comparison, the Russell 2500 Growth Index appreciated +14.59%. In most periods, investors are willing to pay a premium P/E multiple to invest in companies with high growth potential. In 2003, that premium expanded significantly and stocks in high growth companies performed very well. In 2004, we observed the opposite effect and companies with exceptionally high rates of earnings growth delivered smaller gains than the Russell 2000 Growth Index overall. Because The Oberweis Funds specialize in companies with exceptionally high rates of earnings growth, performance of the Portfolios trailed that of their respective benchmarks for the year. However, over longer periods of time, the Micro-Cap and Emerging Growth portfolios have significantly outperformed their benchmarks. Specifically, over the last three years, the Micro-Cap and Emerging Growth Portfolios achieved average annual gains of 20.84% and 10.53%, respectively, versus an average annual gain of 5.79% for the Russell 2000 Growth Index. The Mid-Cap Portfolio returned an average annual gain of 3.33% over the same period, which was lower than the other portfolios due to the poor performance of mid-cap technology shares in 2002. The Russell 2500 Growth Index returned an average of 5.93% annually. The Micro-Cap Portfolio particularly benefited from investments in Novatel, Hurco Companies, Innodata Isogen, Palomar Medical Technology, and Somanetics. The Emerging Growth Portfolio derived significant gains from investments in Ceradyne, Tessera Technologies, SFBC International, Silicon Image, and Euronet Worldwide. The Mid-Cap portfolio particularly benefited from investments in Research In Motion, Autodesk, Cognizant Technology Solutions, Urban Outfitters, and Intuitive Surgical. The portfolio turnover rate was somewhat low in 2004 at 58% for the Micro-Cap Portfolio, 55% for the Emerging Growth portfolio, and 86% for the Mid-Cap Portfolio. The expense ratios of the three portfolios were 1.70% for Micro-Cap, 1.44% for Emerging Growth and 1.96% for Mid-Cap. The average commission rate paid by each portfolio for agency transactions was low at approximately two cents per share traded. This rate compares quite favorably to most other mutual funds. The SEC adopted a requirement that Funds present their portfolio holdings in a table, chart or graph format in their annual and semi-annual reports to shareholders, whether or not a schedule of investments is utilized. The following tables, which present portfolio holdings as a percentage of net assets, are provided in compliance with this requirement. Oberweis Emerging Growth Portfolio Asset Allocation - -------------------------------------------------------------------------------- Common Stocks 98.3% Commercial Paper 1.7% Other Assets in excess of Liabilities 0.0% ----- 100.0% Top Holdings - -------------------------------------------------------------------------------- Tessera Technologies, Inc. 3.4% Ceradyne, Inc. 3.0% LCA-Vision, Inc. 2.9% Silicon Image, Inc. 2.7% Central European Distribution Corp. 2.7% SFBC International, Inc. 2.5% Altiris, Inc. 2.4% aQuantive, Inc. 2.1% Euronet Worldwide, Inc. 2.0% Hansen Natural Corp. 1.8% Other Holdings 74.5% ----- 100.0% Top Industries - -------------------------------------------------------------------------------- Computer Software & Services 11.1% Drug & Pharmaceutical 9.5% Electronics - Semiconductors 8.6% Communication Technology 7.2% Advertising Agency 6.3% Service Commercial 4.6% Biotechnology 4.5% Healthcare Facilities 4.2% Computer Technology 3.7% Oil Crude Producer 3.4% Other Industries 36.9% ----- 100.0% 2 THE OBERWEIS FUNDS MANAGEMENT DISCUSSION OF FUND PERFORMANCE (cont'd.) Oberweis Micro-Cap Portfolio Asset Allocation - -------------------------------------------------------------------------------- Common Stocks 96.8% Commercial Paper 2.8% Other Assets in excess of Liabilities 0.4% ----- 100.0% Top Holdings - -------------------------------------------------------------------------------- Palomar Medical Technologies, Inc. 3.9% Central European Distribution Corp. 3.8% Hurco Cos., Inc. 3.4% Sonic Solutions, Inc. 3.4% Mind CTI Ltd. 3.3% Innodata Isogen, Inc. 3.2% Somanetics Corp. 2.8% International DisplayWorks, Inc. 2.8% Novatel Wireless, Inc. 2.6% Kensey Nash Corp. 2.4% Other Holdings 68.4% ----- 100.0% Top Industries - -------------------------------------------------------------------------------- Computer Software & Services 18.7% Electronics 7.0% Communication 6.7% Wholesale 5.6% Electronics Semi-Conductors 5.0% Health Care - Medical & Dental 4.9% Electronic Medical Systems 4.7% Control & Filter Devices 4.6% Banks 4.4% Technology - Electronics 3.6% Other Industries 34.8% ----- 100.0% Oberweis Mid-Cap Portfolio Asset Allocation - -------------------------------------------------------------------------------- Common Stocks 100.9% Other Liabilities in excess of Assets (0.9%) ----- 100.0% Top Holdings - -------------------------------------------------------------------------------- Sigmatel, Inc. 3.7% Urban Outfitters, Inc. 3.6% PetroKazakhstan, Inc. 3.5% Silicon Image, Inc. 3.2% Desarrolladora Homex 2.9% Intuitive Surgical, Inc. 2.9% AutoDesk, Inc. 2.8% L-3 Communications Holdings, Inc. 2.8% Cognizant Technology Solutions Corp. 2.7% Marvell Technology Group Ltd. 2.7% Other Holdings 69.2% ----- 100.0% Top Industries - -------------------------------------------------------------------------------- Electronics Semi-Conductors 12.4% Computer Software & Services 12.0% Retail 7.6% Communication Technology 7.2% Drugs & Pharmaceuticals 6.7% Electronic Medical Systems 5.0% Textile 4.2% Medical & Dental Instruments / Supplies 4.1% Biotech Research 4.0% Household Furnishings 3.6% Other Industries 33.2% ----- 100.0% 3 THE OBERWEIS FUNDS MANAGEMENT DISCUSSION OFFUND PERFORMANCE - -------------------------------------------------------------------------------- Average Annual Total Returns /(1)/ Periods ended 12/31/04 Since One Five Ten Inception Year Years Years 1/7/87 ------ ----- ------ --------- OBEGX +6.29% +3.92% +11.11% +12.09% Russell 2000 +18.33% +6.61% +11.53% +10.48% Russell 2000 Growth +14.31% -3.57% +7.12% +7.76% Growth of an Assumed $10,000 Investment from January 7, 1987 to December 31, 2004 [CHART] Line chart Oberweis Emerging Growth Portfolio (OBEGX) Russell 2000 Russell 2000 Growth ------------------------ ------------ ------------------- $10,000 $10,000 $10,000 1987 $ 9,094 $ 8,535 $ 8,953 1988 $ 9,612 $10,670 $10,776 1989 $12,012 $12,406 $12,950 1990 $12,062 $ 9,989 $10,695 1991 $22,573 $14,589 $16,170 1992 $25,653 $17,275 $17,426 1993 $28,147 $20,536 $19,757 1994 $27,157 $20,161 $19,276 1995 $38,716 $25,897 $25,260 1996 $47,413 $30,169 $28,105 1997 $43,340 $36,916 $31,744 1998 $42,009 $35,976 $32,134 1999 $64,348 $43,623 $45,981 2000 $57,469 $42,305 $35,668 2001 $57,740 $43,357 $32,300 2002 $43,746 $34,476 $22,579 2003 $73,362 $50,767 $33,539 2004 $77,975 $60,073 $38,337 - -------------------------------------------------------------------------------- Average Annual Total Returns /(1)/ Periods ended 12/31/04 Since One Five Inception Year Years 1/1/96 ------ ------ --------- OBMCX +2.19% +14.98% +14.59% Russell 2000 +18.33% +6.61% +9.79% Russell 2000 Growth +14.31% -3.57% +3.51% Growth of an Assumed $10,000 Investment from January 1, 1996 to December 31, 2004 [CHART] Line chart Oberweis Micro-Cap Russell 2000 Portfolio (OBMCX) Russell 2000 Growth ------------ ------------------ ------------------- 10,000.42 10,000.00 9,999.75 1996 11,649.91 12,280.00 11,126.00 1997 14,255.19 13,590.00 12,566.00 1998 13,892.36 14,180.00 12,271.00 1999 16,845.33 16,940.00 18,202.00 2000 16,336.43 15,585.47 14,120.00 2001 16,742.57 19,303.43 12,817.00 2002 13,313.09 15,953.82 8,938.00 2003 19,604.04 33,332.61 13,277.00 2004 23,197.34 34,061.84 15,177.00 - -------------------------------------------------------------------------------- Average Annual Total Returns /(1)/ Periods ended 12/31/04 Since One Five Inception Year Years 9/15/96 ------ ----- --------- OBMDX +5.10% -9.50% +6.71% Russell 2500 Growth +14.59% -2.31% +6.56% Russell 2000 Growth +14.31% -3.57% +4.18% Growth of an Assumed $10,000 Investment from September 15, 1996 to December 31, 2004 [CHART] Line chart Oberweis Mid-Cap Portfolio (OBMDX) Russell 2000 Growth Russell 2500 Growth ----------------- ------------------- ------------------- 10,000 10,000 10,000 1996 10,290 10,299 10,357 1997 10,846 11,632 11,886 1998 13,271 11,775 12,254 1999 28,230 16,849 19,052 2000 24,548 13,070 15,987 2001 15,529 11,864 14,255 2002 10,453 8,274 10,107 2003 16,303 12,290 14,789 2004 17,135 14,048 16,946 /(1)/Performance data represents past performance, which is no guarantee of future results. Current performance may be higher or lower than the performance shown. Returns are historical and include changes in share price and reinvestment of dividends and capital gains. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. 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 2500 Growth Index measures the performance of Russell 2500 companies with lower price-to-book ratios and lower 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. 4 OBERWEIS EMERGING GROWTH PORTFOLIO Portfolio of Investments December 31, 2004 (value in thousands) Shares Company (Closing Price) Value - -------------------------------------------------------------------------------- COMMON STOCKS - 98.3% Consumer Discretionary Advertising Agency - 6.3% 405,600 aQuantive, Inc. @ 8.940 $ 3,626 105,607 Greenfield Online, Inc. @ 21.990 2,322 169,300 ValueClick, Inc. @ 13.330 2,257 136,450 Ventiv Health, Inc. @ 20.320 2,773 -------- 10,978 -------- Consumer Discretionary Commercial Information Service - 1.7% 36,100 Ask Jeeves, Inc. @ 26.750 966 77,871 Audible, Inc. @ 26.050 2,028 -------- 2,994 -------- Consumer Discretionary Consumer Electronics - 0.5% 45,948 Sohu.com, Inc. @ 17.710 814 -------- Consumer Discretionary - Consumer Products - 1.0% 51,165 USANA Health Sciences, Inc. @ 34.200 1,750 -------- Consumer Discretionary - Retail - 2.2% 61,927 Build-A-Bear Workshop, Inc. @ 35.150 2,177 37,849 Chico's FAS, Inc. @ 45.530 1,723 -------- 3,900 -------- Consumer Discretionary - Service Commercial - 4.6% 66,988 China Finance Online Co. Ltd. @ 11.020 738 57,637 Ctrip.com International Ltd. @ 46.020 2,653 94,261 eLong, Inc. @ 18.650 1,758 30,000 /(a)/ Travelzoo, Inc. @ 95.430 2,863 -------- 8,012 -------- Consumer Discretionary - Shoes - 1.1% 41,012 Deckers Outdoor Corp. @ 46.990 1,927 -------- Consumer Discretionary - Wholesale - 2.7% 160,840 Central European Distribution Corp. @ 29.540 4,751 -------- Consumer Soft Drinks - 1.8% 86,869 Hansen Natural Corp. @ 36.410 3,163 -------- Financial Services - Diverse - 2.0% 134,368 Euronet Worldwide, Inc. @ 26.020 3,496 -------- Financial Services - Insurance - 0.5% 54,115 HealthExtras, Inc. @ 16.300 882 -------- Financial Services - Misc. - 1.6% 68,000 Portfolio Recovery Associates, Inc. @ 41.220 $2,803 -------- Health Care - Biotechnology - 4.5% 133,826 Anika Therapeutics, Inc. @ 9.150 1,224 52,481 ArthroCare Corp. @ 32.060 1,683 203,275 InKine Pharmaceutical Co. @ 5.430 1,104 57,089 Kensey Nash Corp. @ 34.530 1,971 171,222 Third Wave Technologies, Inc. @ 8.600 1,473 38,712 Vnus Medical Technologies, Inc. @ 13.520 523 -------- 7,978 -------- Health Care - Drugs & Pharmaceuticals - 9.5% 35,455 Able Laboratories, Inc. @ 22.750 807 91,861 Bone Care International, Inc. @ 27.850 2,558 103,595 Connetics Corp. @ 24.290 2,516 320,052 DRAXIS Health, Inc. @ 4.960 1,587 50,146 Kos Pharmaceuticals, Inc. @ 37.640 1,888 44,852 Salix Pharmaceuticals, Ltd. @ 17.590 789 110,400 SFBC International, Inc. @ 39.500 4,361 47,991 United Therapeutics Corp. @ 45.150 2,167 -------- 16,673 -------- Health Care - Electronic Medical Systems - 0.7% 78,808 eResearch Technology, Inc. @ 15.850 1,249 -------- Health Care - Facilities - 4.2% 67,325 American Healthways, Inc. @ 33.040 2,224 219,921 * LCA- Vision, Inc. @ 23.390 5,144 -------- 7,368 -------- Health Care - Management Services - 1.0% 62,144 Centene Corp. @ 28.350 1,762 -------- Health Care - Medical & Dental Services - 3.2% 14,523 Advanced Neuromodulation Systems, Inc. @ 39.460 573 79,000 Kyphon, Inc. @ 25.760 2,035 58,800 Laserscope, Inc. @ 35.910 2,112 87,424 LifeCell Corp. @ 10.220 893 -------- 5,613 -------- Material Products - Building Materials - 1.0% 35,068 Trex Co., Inc. @ 52.440 1,839 -------- Materials & Production - Misc. Materials & Commodity - 3.0% 91,500 Ceradyne, Inc. @ 57.210 5,235 -------- See accompanying notes to financial statements. 5 OBERWEIS EMERGING GROWTH PORTFOLIO Portfolio of Investments (cont'd.) Shares Company (Closing Price) Value - -------------------------------------------------------------------------------- Material Products - Textile - 1.2% 100,136 DHB Industries, Inc. @ 19.040 $ 1,907 -------- Other Energy - Misc. - 1.1% 85,570 Veritas DGC, Inc. @ 22.410 1,918 -------- Other Energy - Oil Crude Producer - 3.4% 254,111 Carrizo Oil & Gas, Inc. @ 11.300 2,872 28,086 Petroleum Development Corp. @ 38.570 1,083 66,621 Whiting Petroleum Corp. @ 30.250 2,015 -------- 5,970 -------- Producer Durables - Aerospace - 1.1% 56,222 MTC Technologies, Inc. @ 33.570 1,887 -------- Producer Durables - Control - and Filer Device - 0.9% 76,813 Veeco Instruments, Inc. @ 21.070 1,618 -------- Producer Durables - Homebuilding - 1.1% 84,184 Desarrolladora Homex S.A. Development Corp. @ 23.650 1,991 -------- Producer Durables - Machinery Agriculture - 0.5% 38,681 Gehl Co. @ 23.350 903 -------- Producer Durables - Machinery Construction - 1.2% 44,067 A.S.V., Inc. @ 47.900 2,111 -------- Producer Durables - Machinery Specialty - 0.2% 18,126 * JLG Industries, Inc. @ 19.630 356 -------- Producer Durables - Misc. - 1.5% 112,399 Turbochef Technologies, Inc. @ 22.880 2,572 -------- Producer Durables - Production Tech Equipment - 0.5% 53,059 Rudolph Technologies, Inc. @ 17.170 911 -------- Producer Durables - Telecommunications - 1.2% 61,726 * Applied Signal Technology, Inc. @ 35.250 2,176 -------- Technology - Communication - Technology - 7.2% 134,848 Alvarion Ltd. @ 13.260 $ 1,788 127,650 Audiocodes Ltd. @ 16.610 2,120 29,325 Catapult Communications Corp. @ 24.160 708 133,494 Ixia @ 16.810 2,244 106,808 Sierra Wireless, Inc. @ 17.680 1,888 121,802 Ulticom, Inc. @ 16.030 1,953 80,490 ViaSat, Inc. @ 24.270 1,954 -------- 12,655 -------- Technology - Computer Services Software and Systems - 11.1% 118,821 Altiris, Inc. @ 35.430 4,210 167,373 Callwave, Inc. @ 15.440 2,584 60,568 Digital River, Inc. @ 41.610 2,520 49,503 Infocrossing, Inc. @ 16.930 838 108,313 Merge Technologies, Inc. @ 22.250 2,410 105,812 Radvision Ltd. @ 13.470 1,425 152,555 Rightnow Technologies, Inc. @ 16.150 2,464 84,446 SafeNet, Inc. @ 36.740 3,103 -------- 19,554 -------- Technology - Computer Technology - 3.7% 105,740 M-Systems Flash Disk @ 19.720 2,085 204,676 Mobility Electronics, Inc. @ 8.580 1,756 89,335 Synaptics, Inc. @ 30.580 2,732 -------- 6,573 -------- Technology - Electronics - 0.4% 24,558 * BEI Technologies, Inc. @ 30.880 758 -------- Technology - Electronics Semi-Conductors - 8.6% 157,038 Powerdsine Ltd. @ 13.710 2,153 58,589 Sigmatel, Inc. @ 35.530 2,081 293,000 Silicon Image, Inc. @ 16.460 4,823 160,300 Tessera Technologies, Inc. @ 37.210 5,965 -------- 15,022 -------- Technology - Electronics Tech - 0.3% 14,961 Innovative Solutions and Support, Inc. @ 33.360 499 -------- Total Common Stocks (Cost: $119,899,000) $172,568 -------- See accompanying notes to financial statements. 6 OBERWEIS EMERGING GROWTH PORTFOLIO Portfolio of Investments (cont'd.) Face Amount Value - -------------------------------------------------------------------------------- COMMERCIAL PAPER - 1.7% $3,000,000 Sears Roebuck Acceptance Corp. 2.05%, due 01-05-05 $ 3,000 -------- Total Commercial Paper (Cost: $3,000,000) 3,000 -------- Total Investments - 100.0% (Cost: $122,899,000) 175,568 Other Assets less Liabilities - 0.0% 46 -------- NET ASSETS - 100% $175,614 ======== Notes to Portfolio of Investments - -------------------------------------------------------------------------------- * Income producing security during the year ended December 31, 2004. Securities not indicated as income producing did not pay dividends for the year ended December 31, 2004. Based on the cost of investments of $122,899,000 for federal income tax purposes at December 31, 2004, the aggregate gross unrealized appreciation was $55,069,000, the aggregate gross unrealized depreciation was $2,400,000 and the net unrealized appreciation of investments was $52,669,000. /(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, 2004. The aggregate value of restricted securities was $2,863,000 or 0.2% of net assets at December 31, 2004. Travelzoo, Inc. 30,000 shares purchased in September, 2004 at a cost of $1,200,000. See accompanying notes to financial statements. 7 OBERWEIS MICRO-CAPPORTFOLIO Portfolio of Investments December 31, 2004 (value in thousands) Shares Company (Closing Price) Value - -------------------------------------------------------------------------------- COMMON STOCKS - 96.8% Automotive Transportation - Auto Parts - 0.8% 48,496 IMPCO Technologies, Inc. @ 7.550 $ 366 ------ Automotive Transportation - Automobiles - 0.7% 49,196 Cycle Country Accessories Corp. @ 6.300 310 ------ Consumer Discretionary - Consumer Electronics - 0.8% 20,528 FindWhat.com @ 17.730 364 ------ Consumer Discretionary - Education Services - 0.7% 28,908 Competitive Technology, Inc. @ 11.090 321 ------ Consumer Discretionary - Leisure Time - 1.5% 44,915 * Aldila, Inc. @ 15.250 685 ------ Consumer Discretionary - Misc. - 1.0% 33,404 Barrett Business Services, Inc. @ 13.820 462 ------ Consumer Discretionary - Restaurants - 0.9% 64,190 Granite City Food & Brewery Ltd. @ 4.900 315 9,751 Mexican Restaurants, Inc. @ 8.960 87 ------ 402 ------ Consumer Discretionary - Retail - 1.2% 30,283 Celebrate Express, Inc. @ 19.000 575 ------ Consumer Discretionary - Service Commercial - 2.6% 121,064 Health Grades, Inc. @ 2.900 351 30,913 First Advantage Corp. @ 20.400 631 17,400 Greg Manning Auctions, Inc. @ 12.370 215 1,499 Total Logistics, Inc. @ 26.960 40 ------ 1,237 ------ Consumer Discretionary - Wholesale - 5.6% 59,381 Central European Distribution Corp. @ 29.540 1,754 58,672 * Programmer's Paradise, Inc. @ 14.780 867 ------ 2,621 ------ Consumer Staples - Food - 0.6% 37,625 SunOpta, Inc. @ 7.180 270 ------ Financial Services - Banks - 4.4% 13,335 Dearborn Bankcorp. Inc. @ 29.160 $ 389 7,964 First Regional Bankcorp, Inc. @ 54.000 430 44,468 Pinnacle Financial Partners, Inc. @ 22.620 1,006 6,970 Silver State Bancorp, Inc. @ 29.950 209 ------ 2,034 ------ Financial Services - Insurance - 0.5% 15,659 HealthExtras, Inc. @ 16.300 255 ------ Financial Services - REITS - 0.5% 20,888 WebSideStory, Inc. @ 12.430 260 ------ Health Care - Biotechnology - 3.6% 62,560 Anika Therapeutics, Inc. @ 9.150 572 32,197 Kensey Nash Corp. @ 34.530 1,112 ------ 1,684 ------ Health Care - Drugs and Pharmaceuticals - 1.4% 28,600 Able Laboratories, Inc. @ 22.750 651 ------ Health Care - Electronic Medical Systems - 4.7% 25,317 Candela Corp. @ 11.360 288 10,000 Quality Systems, Inc. @ 59.800 598 85,622 Somanetics Corp. @ 15.410 1,319 ------ 2,205 ------ Health Care - Facilities - 3.1% 133,211 PainCare Holdings, Inc. @ 3.050 406 28,400 Psychiatric Solutions, Inc. @ 36.560 1,039 ------ 1,445 ------ Health Care - Medical & Dental - 4.9% 18,534 Abiomed, Inc. @ 15.440 286 70,000 Palomar Medical Technologies, Inc. @ 26.070 1,825 17,082 Vascular Solutions, Inc. @ 10.020 171 ------ 2,282 ------ Medical - Vitamins & Nutritional Products - 0.4% 47,700 Advanced Nutraceuticals, Inc. @ 4.000 191 ------ Medical Products - Chemicals - 0.8% 52,719 * Northern Technology International Corp. @ 6.850 361 ------ Medical Products - Engineering & Contracting Services - 1.0% 18,410 * VSE Corp. @ 25.170 463 ------ See accompanying notes to financial statements. 8 OBERWEIS MICRO-CAP PORTFOLIO Portfolio of Investments (cont'd.) Shares Company (Closing Price) Value - -------------------------------------------------------------------------------- Other Energy - Oil Crude Producer - 1.8% 26,290 Dawson Geophysical Co. @ 21.720 $ 571 20,200 Edge Petroleum Corp. @ 14.580 295 ------- 866 ------- Producer Durables - Control and Filter Devices - 4.6% 78,678 Allied Motion Technologies, Inc. @ 7.220 568 95,300 Hurco Cos., Inc. @ 16.500 1,572 ------- 2,140 ------- Producer Durables - Electrical Equipment - 3.4% 70,000 Sonic Solutions, Inc. @ 22.440 1,571 ------- Producer Durables - Electronics - 7.0% 24,608 FARO Technologies, Inc. @ 31.180 767 31,845 I.D. Systems, Inc. @ 18.660 594 28,439 Imaging Sensing Systems, Inc. @ 16.900 481 61,323 IRIS International @ 9.750 598 19,195 NovAtel, Inc. @ 44.390 852 ------- 3,292 ------- Producer Durables - Machinery - 1.7% 28,437 ICOS Vision Systems Corp. N.V. @ 28.060 798 ------- Producer Durables - Office - 1.2% 45,797 Optimal Group, Inc. @ 11.780 539 ------- Technology - Communication - 6.7% 238,255 RELM Wireless Corp. @ 2.250 536 104,721 Ceragon Networks Ltd. @ 6.730 705 62,558 Novatel Wireless, Inc. @ 19.410 1,214 99,394 Socket Communications, Inc. @ 2.000 199 27,868 Sunair Electronics, Inc. @ 16.510 460 ------- 3,114 ------- Technology - Computer Service Software & Systems - 18.7% 36,966 Astea International, Inc. @ 6.750 249 252,281 Communication Intelligence Corp. @ 0.595 150 53,940 Citadel Security Software, Inc. @ 2.600 140 26,836 Datatrak International, Inc. @ 10.950 294 150,377 Innodata Isogen, Inc. @ 9.840 1,480 41,918 Merge Technologies, Inc. @ 22.250 933 268,100 Mind CTI Ltd. @ 5.820 1,560 32,545 Moldflow Corp. @ 15.900 517 19,100 SafeNet, Inc. @ 36.740 702 15,024 SI International, Inc. @ 30.760 462 100,115 Smith Micro Software, Inc. @ 8.950 896 127,008 VASCO Data Security International, Inc. @ 6.620 841 103,693 Youbet.com, Inc. @ 5.060 525 ------- 8,749 ------- Technology - Computer Technology - 1.4% 62,994 CyberGuard Corp. @ 6.300 $ 397 68,032 Visual Networks, Inc. @ 3.480 237 ------- 634 ------- Technology - Electronics - 3.6% 356,096 Arotech Corp. @ 1.620 577 50,346 * Frequency Electronics Corp. @ 14.850 748 52,542 Spectrum Control, Inc. @ 7.260 381 ------- 1,706 ------- Technology - Electronics Semi - Conductors - 5.0% 142,900 International Display Works, Inc. @ 9.150 1,307 31,505 AMX Corp. @ 16.470 519 52,200 Mips Technologies, Inc. @ 9.850 514 ------- 2,340 ------- Total Common Stocks (Cost: $28,638,000) $45,193 ------- Rights - 0.0% Computers - 0.0% 145,500 /(a)/ Miltope Group, Inc. @ 0.000 -- ------- Total Rights (Cost: $0) $ -- ------- See accompanying notes to financial statements. 9 OBERWEIS MICRO-CAP PORTFOLIO Portfolio of Investments (cont'd.) Face Amount Value - -------------------------------------------------------------------------------- COMMERCIAL PAPER- 2.8% $1,300,000 Sears Roebuck Acceptance Corp. 2.10%, due 01-04-05 $ 1,300 ------- Total Commercial Paper (Cost: $1,300,000) 1,300 ------- Total Investments - 99.6% (Cost: $29,938,000) 46,493 Other Assets less Liabilities - 0.4% 183 ------- NET ASSETS - 100% $46,676 ======= Notes to Portfolio of Investments - -------------------------------------------------------------------------------- * Income producing security during the year ended December 31, 2004. Securities not indicated as income producing did not pay dividends for the year ended December 31, 2004. Based on the cost of investments of $29,938,000 for federal income tax purposes at December 31, 2004, the aggregate gross unrealized appreciation was $17,698,000, the aggregate gross unrealized depreciation was $1,143,000 and the net unrealized appreciation of investments was $16,555,000. /(a)/ The security is valued in good faith by the board of trustees of the Fund as of December 31, 2004. See accompanying notes to financial statements. 10 OBERWEIS MID-CAP PORTFOLIO Portfolio of Investments December 31, 2004 (value in thousands) Shares Company (Closing Price) Value - -------------------------------------------------------------------------------- COMMON STOCKS - 100.9% Automotive Transportation - Auto Trucks & Parts - 1.6% 5,009 * Modine Manufacturing Co. @ 33.770 $169 ---- Consumer Discretionary - Commercial Information Service - 3.1% 6,627 Ask Jeeves, Inc. @ 26.750 177 5,481 Audible, Inc. @ 26.050 143 ---- 320 ---- Consumer Discretionary - Consumer Electronics - 2.3% 5,000 InfoSpace, Inc. @ 47.550 238 ---- Consumer Discretionary - Education Services - 2.3% 6,000 Career Education Corp. @ 40.000 240 ---- Consumer Discretionary - Household Furnishings - 3.6% 6,084 Dorel Industries, Inc. @ 34.490 210 8,097 Tempur Pedic International, Inc. @ 21.200 171 ---- 381 ---- Consumer Discretionary - Retail - 7.6% 6,995 Build-A-Bear Workshop, Inc. @ 35.150 246 3,820 Chico's FAS, Inc. @ 45.530 174 8,396 Urban Outfitters, Inc. @ 44.400 373 ---- 793 ---- Consumer Discretionary - Textile - 4.2% 4,000 Coach, Inc. @ 56.400 226 7,000 Quicksilver, Inc. @ 29.790 208 ---- 434 ---- Finanical Services - Insurance - Property & Casualty - 1.6% 5,000 * Endurance Specialty Holdings, Ltd. @ 34.200 171 ---- Health Care - Biotech Research & Production - 4.0% 6,000 Celgene Corp. @ 26.520 159 5,000 Cephalon, Inc. @ 50.880 255 ---- 414 ---- Health Care - Drugs - Pharmaceuticals - 6.7% 2,500 Barr Laboratories, Inc. @ 45.540 $114 5,677 Connetics Corp. @ 24.290 138 3,601 Kos Pharmaceuticals, Inc. @ 37.640 136 12,246 QLT, Inc. @ 16.080 197 3,864 The Medicines Co. @ 28.800 111 ---- 696 ---- Health Care - Electrical Medical Systems - 5.0% 6,000 Given Imaging, Ltd. @ 35.970 216 7,577 Intuitive Surgical, Inc. @ 40.020 303 ---- 519 ---- Health Care - Medical & Dental Instruments / Supplies - 4.1% 7,000 CYTYC Corp. @ 27.570 193 4,500 ResMed, Inc. @ 51.100 230 ---- 423 ---- Material Producers - Metal Fabricating - 2.0% 7,000 Maverick Tube Corp. @ 30.300 212 ---- Material Producers - Misc. Materials & Commodities - 2.1% 3,919 Ceradyne, Inc. @ 57.210 224 ---- Other Energy - Crude Oil Producer - 3.4% 9,766 * PetroKazakhstan, Inc. @ 37.100 362 ---- Other Energy - Machine Oilwell - 2.0% 3,000 * CARBO Ceramics, Inc. @ 69.000 207 ---- Other Energy - Misc. - 0.9% 4,074 Veritas DGC, Inc. @ 22.410 91 ---- Producer Durables - Homebuilding - 2.9% 13,000 Desarrolladora Homex @ 23.650 307 ---- Producer Durables - Machinery - 2.6% 4,500 * Engineered Support Systems, Inc. @ 59.220 266 ---- Producer Durables - Production Technology Equipment - 1.3% 5,000 * Cognex Corp. @ 27.900 140 ---- See accompanying notes to financial statements. 11 OBERWEIS MID-CAP PORTFOLIO Portfolio of Investments (cont'd.) Shares Company (Closing Price) Value - -------------------------------------------------------------------------------- Technology - Communication - Technology - 7.2% 4,000 * L-3 Communications Holdings, Inc. @ 73.240 $ 293 7,500 Sierra Wireless, Inc. @ 17.680 133 6,368 Tekelec @ 20.440 130 14,341 TIBCO Software, Inc. @ 13.340 191 ------- 747 ------- Technology - Computer Service Software & Systems - 12.0% 7,323 Akamai Technologies, Inc. @ 13.030 96 7,756 * AutoDesk, Inc. @ 37.950 294 6,715 Cognizant Technology Solutions Corp. @ 42.330 284 3,655 F5 Networks, Inc. @ 48.720 178 3,818 MicroStrategy, Inc. @ 60.250 230 8,000 Red Hat, Inc. @ 13.350 107 1,000 SRA International, Inc. @ 64.200 64 ------- 1,253 ------- Technology - Computer Technology - 3.4% 6,908 Cogent, Inc. @ 33.000 228 4,000 PalmOne, Inc. @ 31.550 126 ------- 354 ------- Technology - Electronics - 2.5% 21,500 Aeroflex, Inc. @ 12.120 261 ------- Technology - Electronics Semi-Conductors - 12.4% 8,000 Marvell Technology Group, Ltd. @ 35.470 284 10,756 Sigmatel, Inc. @ 35.530 382 20,000 Silicon Image, Inc. @ 16.460 329 3,238 Silicon Laboratories, Inc. @ 35.310 115 44,000 * Siliconware Precision Industries, Co. @ 4.100 180 ------- 1,290 ------- Utilities - Telecommunications - 0.1% 615 Telesystems International Wireless, Inc. @ 11.190 7 ------- Total Common Stocks (Cost: $8,471,000) $10,519 ------- Total Investments - 100.9% (Cost: $8,471,000) 10,519 Other Liabilities less Assets - (0.9)% (93) ------- NET ASSETS - 100% $10,426 ======= Notes to Portfolio of Investments - -------------------------------------------------------------------------------- * Income producing security during the year ended December 31, 2004. Securities not indicated as income producing did not pay dividends for the year ended December 31, 2004. Based on the cost of investments of $8,471,000 for federal income tax purposes at December 31, 2004, the aggregate gross unrealized appreciation was $2,548,000, the aggregate gross unrealized depreciation was $500,000 and the net unrealized appreciation of investments was $2,048,000. See accompanying notes to financial statements. 12 THE OBERWEIS FUNDS Statement of Assets and Liabilities December 31, 2004 (in thousands, except pricing of shares) Emerging Growth Micro-Cap Mid-Cap Portfolio Portfolio Portfolio - --------------------------------------------------------------------------------------------------------- Assets: Investment securities at value $175,568 $46,493 $10,519 (Cost: $122,899, $29,938 and $8,471, respectively) Cash -- 244 -- Receivable from fund shares sold 95 197 17 Receivable from securities sold 1,237 801 -- Dividends and interest receivable 1 7 1 Prepaid expenses 49 22 10 -------- ------- ------- Total Assets 176,950 47,764 10,547 -------- ------- ------- Liabilities: Payable to custodian bank 799 -- 91 Payable for fund shares redeemed 144 201 5 Payable for securities purchased 139 766 -- Payable to advisor (see note 2) 120 37 7 Payable to distributor 37 9 2 Accrued expenses 97 75 16 -------- ------- ------- Total Liabilities 1,336 1,088 121 -------- ------- ------- Net Assets $175,614 $46,676 $10,426 ======== ======= ======= Analysis of net assets: Aggregate paid in capital $119,854 $27,625 $10,743 Accumulated net realized gain (loss) on investments 3,091 2,496 (2,365) Net unrealized appreciation of investments 52,669 16,555 2,048 -------- ------- ------- Net Assets $175,614 $46,676 $10,426 ======== ======= ======= The Pricing of Shares: Net asset value and offering price per share Emerging Growth Portfolio: ($175,613,701 divided by 6,286,765 shares outstanding) $ 27.93 ======== Micro-Cap Portfolio: ($46,676,234 divided by 2,667,795 shares outstanding) $ 17.50 ======= Mid-Cap Portfolio: ($10,426,492 divided by 872,224 shares outstanding) $ 11.95 ======= See accompanying notes to financial statements. 13 THE OBERWEIS FUNDS Statement of Operations Year Ended December 31, 2004 (in thousands) Emerging Growth Micro-Cap Mid-Cap Portfolio Portfolio Portfolio - --------------------------------------------------------------------------------------------------------- Investment Income: Interest $ 19 $ 16 $ -- Dividends 101 76 47 -------- -------- ------- Total Investment Income 120 92 47 -------- -------- ------- Expenses: Investment advisory fees 762 361 44 Management fees 737 241 44 Distribution fees (see note 2) 461 151 27 Transfer agent fees and expenses 279 78 38 Custodian fees and expenses 118 54 32 Professional fees 109 60 6 Shareholder reports 85 39 6 Federal and state registration fees 72 26 15 Trustees' fees 18 7 1 Insurance 17 7 1 Miscellaneous 3 1 -- -------- -------- ------- Total Expenses 2,661 1,025 214 -------- -------- ------- Net Investment Loss Before Expense Reimbursement (2,541) (933) (167) Expense Reimbursement and Earnings Credits (see note 2) 4 4 1 -------- -------- ------- Net Investment Loss (2,537) (929) (166) Net Realized and Unrealized Gain (Loss) on Investments: Net realized gain on investments 18,642 27,145 1,472 Net realized gain from covered call options written 57 25 2 -------- -------- ------- Total net realized gain 18,699 27,170 1,474 Decrease in net unrealized appreciation of investments (10,025) (28,225) (1,073) -------- -------- ------- Net realized and unrealized gain (loss) on investments 8,674 (1,055) 401 -------- -------- ------- Net increase (decrease) in net assets resulting from operations $ 6,137 $ (1,984) $ 235 ======== ======== ======= See accompanying notes to financial statements. 14 THE OBERWEIS FUNDS Statements of Changes in Net Assets (in thousands) - -------------------------------------------------------------------------------- Emerging Growth Portfolio ------------------------- Years ended December 31, ------------------------- 2004 2003 --------- --------- From Operations: Net investment loss $ (2,537) $ (1,622) Net realized gain on investments 18,699 2,108 Increase (decrease) in net unrealized appreciation (depreciation) of investments (10,025) 55,324 --------- --------- Net increase in net assets resulting from operations 6,137 55,810 --------- --------- From Distributions: Distributions from net realized gains on investments (4,683) -- --------- --------- From Capital Share Transactions: Net proceeds from sale of shares 86,918 310,899 Proceeds from reinvestment of distributions 4,473 -- Redemption of shares (159,926) (185,306) --------- --------- Net increase (decrease) from capital share transactions (68,535) 125,593 --------- --------- Total increase (decrease) in net assets (67,081) 181,403 Net Assets: Beginning of year 242,695 61,292 --------- --------- End of year $ 175,614 $ 242,695 ========= ========= Transactions in Shares: Shares sold 3,276 13,107 Shares issued in reinvestment of dividends 174 -- Less shares redeemed (6,136) (7,934) --------- --------- Net increase (decrease) from capital share transactions (2,686) 5,173 ========= ========= See accompanying notes to financial statements. 15 THE OBERWEIS FUNDS Statements of Changes in Net Assets (in thousands) - -------------------------------------------------------------------------------- Micro-Cap Portfolio ------------------------ Years ended December 31, ------------------------ 2004 2003 -------- -------- From Operations: Net investment loss $ (929) $ (1,085) Net realized gain on investments 27,170 16,337 Increase (decrease) in net unrealized appreciation (depreciation) of investments (28,225) 40,899 -------- -------- Net increase (decrease) in net assets resulting from operations (1,984) 56,151 -------- -------- From Distributions: Distributions from net realized gains on investments (13,764) (9,965) -------- -------- From Capital Share Transactions: Net proceeds from sale of shares 15,331 98,526 Proceeds from reinvestment of distributions 12,993 8,993 Redemption of shares (65,446) (76,137) -------- -------- Net increase (decrease) from capital share transactions (37,122) 31,382 -------- -------- Total increase (decrease) in net assets (52,870) 77,568 Net Assets: Beginning of year 99,546 21,978 -------- -------- End of year $ 46,676 $ 99,546 ======== ======== Transactions in Shares: Shares sold 716 5,713 Shares issued in reinvestment of dividends 877 342 Less shares redeemed (2,716) (3,850) -------- -------- Net increase (decrease) from capital share transactions (1,123) 2,205 ======== ======== See accompanying notes to financial statements. 16 THE OBERWEIS FUNDS Statements of Changes in Net Assets (in thousands) - -------------------------------------------------------------------------------- Mid-Cap Portfolio ------------------------ Years ended December 31, ------------------------ 2004 2003 -------- -------- From Operations: Net investment loss $ (166) $ (133) Net realized gain (loss) on investments 1,474 (535) Increase (decrease) in net unrealized appreciation (depreciation) of investments (1,073) 3,473 ------- ------- Net increase in net assets resulting from operations 235 2,805 ------- ------- From Capital Share Transactions: Net proceeds from sale of shares 4,520 7,421 Redemption of shares (5,149) (3,776) ------- ------- Net increase (decrease)from capital share transactions (629) 3,645 ------- ------- Total increase (decrease) in net assets (394) 6,450 Net Assets: Beginning of year 10,820 4,370 ------- ------- End of year $10,426 $10,820 ======= ======= Transactions in Shares: Shares sold 381 735 Less shares redeemed (460) (383) ------- ------- Net increase (decrease) from capital share transactions (79) 352 ======= ======= See accompanying notes to financial statements. 17 THE OBERWEIS FUNDS Notes to Financial Statements December 31, 2004 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 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 reclassification. The tax character of distributions paid during the fiscal year ended December 31, 2004, to shareholders of record on November 11, 2004, were as follows (amounts in thousands): Distributions Distributions Paid From Paid From Total Ordinary Net Long-Term Distributions Income Capital Gains Paid ------------- ------------- ------------- Emerging Growth Portfolio $-- $ 4,683 $ 4,683 Micro-Cap Portfolio -- 13,764 13,764 No distributions were required for the Mid-Cap Portfolio. The Funds designate the following amounts as long-term capital gain distributions. The amounts designated may not agree with the long-term capital gains in the tax character of distribution table due to utilization of earnings and profits distributed to shareholders on redemption of shares (amounts in thousands): Amount ------- Emerging Growth Portfolio $ 8,565 Micro-Cap Portfolio 16,410 18 THE OBERWEIS FUNDS Notes to Financial Statements December 31, 2004 The tax character of distributions paid during the fiscal year ended December 31, 2003, to shareholders of record on November 6, 2003, were as follows (amounts in thousands): Distributions Distributions Paid From Paid From Total Ordinary Net Long-Term Distributions Income Capital Gains Paid ------------- ------------- ------------- Micro-Cap Portfolio $5,684 $4,281 $9,965 No distributions were required for the Emerging Growth Portfolio and Mid-Cap Portfolio. The Funds designate the following amounts as long-term capital gain distributions. The amounts designated may not agree with the long-term capital gains in the tax character of distribution table due to utilization of earnings and profits distributed to shareholders on redemption of shares (amounts in thousands): Amount ------- Micro-Cap Portfolio $5,333 The tax components of undistributed net investment income and net realized gains at December 31, 2004 were as follows (amounts in thousands): Undistributed Undistributed Ordinary Net Long-Term Income Capital Gains ------------- ------------- Emerging Growth Portfolio $-- $3,118 Micro-Cap Portfolio -- 2,496 As of December 31, 2004, the following Fund has net capital loss carryforwards to offset future net capital gains, if any, to the extent provided by treasury regulations (amounts in thousands): 2009 2010 2011 ---- ------ ---- Mid-Cap Portfolio $569 $1,087 $709 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. Indemnifications. Under the Funds' organizational documents, its present and former Officers and Trustees are indemnified against certain liabilities arising out of the performance of their duties to the Funds. In addition, in the normal course of business, the Fund enters into contracts that provide general indemnifications to other parties. The Funds' maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote. 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, 2004, the Emerging Growth Portfolio, Micro-Cap Portfolio, and Mid-Cap Portfolio incurred investment advisory fees totaling $762,000, $361,000, and $44,000, respectively. 19 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, 2004, the Emerging Growth Portfolio, Micro-Cap Portfolio, and Mid-Cap Portfolio incurred management fees totaling $737,000, $241,000 and $44,000, 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. No expense reimbursement were required for the year ended December 31, 2004. 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, 2004, the Funds made no direct payments to its officers and paid $26,000 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, 2004, the Emerging Growth Portfolio, Micro-Cap Portfolio and Mid-Cap Portfolio incurred distribution fees totaling $461,000, $151,000 and $27,000, respectively. Commissions. The Funds pay Oberweis Securities for executing some of each Fund's agency security transactions at competitive rates, typically $.02 per share. For the year ended December 31, 2004, the Emerging Growth Portfolio, Micro-Cap Portfolio and Mid-Cap Portfolio paid commissions of $1,250, $550 and $75, respectively to Oberweis Securities. 3. Investment transactions The cost of securities purchased and proceeds from securities sold during the year ended December 31, 2004, other than options written and money market investments, aggregated $111,218,000 and $203,408,000, respectively, for the Emerging Growth Portfolio, $37,251,000 and $89,494,000, respectively, for the Micro-Cap Portfolio, and $10,159,000 and $10,858,000, respectively, for the Mid-Cap Portfolio. The Funds did not hold government securities during 2004. Transactions in options written for the year ended December 31, 2004 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 -- $ -- -- $ -- -- $ -- Options written 700 57,000 220 25,000 30 2,000 Options expired (700) (57,000) (220) (25,000) (30) (2,000) Options closed -- -- -- -- -- -- Options assigned -- -- -- -- -- -- ---- -------- ----- -------- --- ------- Options outstanding at end of year -- $ -- -- $ -- -- $ -- 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 and is recorded when received. 4. Redemption fee The Oberweis Funds are designed for long-term investors. To discourage market timers, effective January 1, 2004, redemptions of shares of a Portfolio within 90 days of purchase were 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 do not apply to exchanges. The 1.00% redemption fee is deducted from the redemption proceeds and is retained by the Portfolio. 20 The redemption fee is retained by the Funds for the expense they incur in connection with shareholder redemptions. Redemption fees received by the Emerging Growth, Micro-Cap and Mid-Cap Portfolios were $106,000, $110,000 and $9,000, respectively, for the year ended December 31, 2004, and were recorded as a reduction of the cost of shares redeemed in the statements of changes in net assets. 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, 2004, the Emerging Growth Portfolio, Micro-Cap Portfolio and the Mid-Cap Portfolio received credits of $4,000, $4,000 and $1,000, respectively. During the year ended December 31, 2004, the Emerging Growth Portfolio, Micro-Cap Portfolio and the Mid-Cap Portfolio incurred interest charges of $20,000, $7,000 and $1,000, respectively, which is included in custodian fees and expenses in the statement of operations. 21 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, ----------------------------------------------------- 2004 2003 2002 2001 2000 ----------------------------------------------------- Net asset value at beginning of year $ 27.05 $ 16.13 $ 21.29 $ 21.19 $ 36.15 Income (loss) from investment operations: Net investment loss /(a)/ (.36) (.27) (.26) (.31) (. 48) Net realized and unrealized gain (loss) on investments 2.00/(b)/ 11.19 (4.90) .41 (1.37) -------- -------- ------- ------- ------- Total from investment operations 1.64 10.92 (5.16) .10 (1.85) Less distributions: Distribution from net realized gains on investments (.76) -- -- -- (13.11) -------- -------- ------- ------- ------- Net asset value at end of year $ 27.93 $ 27.05 $ 16.13 $ 21.29 $ 21.19 ======== ======== ======= ======= ======= Total Return (%) 6.3 67.7 (24.2) 0.5 (10.7) Ratio/Supplemental Data Net Assets at end of year (in thousands) $175,614 $242,695 $61,292 $79,014 $83,643 Ratio of expenses to average net assets (%) 1.44 1.37 1.57 1.65 1.42 Ratio of net investment loss to average net assets (%) (1.38) (1.18) (1.48) (1.51) (1.27) Portfolio turnover rate (%) 55 56 66 66 73 Average commission rate paid $ .0199 $ .0206 $ .0265 $ .0336 $ .0342 - ---------- 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 $0.02. 22 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, ------------------------------------------------------ 2004 2003 2002 2001 2000 ------- ------- ------- ------- ------- Net asset value at beginning of year $ 26.26 $ 13.86 $ 16.77 $ 13.54 $ 16.94 Income (loss) from investment operations: Net investment loss/(a)/ (.36) (.31) (.24) (.24) (.33) Net realized and unrealized gain (loss) on investments (.50)/(b)/ 15.41/(b)/ (2.67) 3.47 (.74) ------- ------- ------- ------- ------- Total from investment operations (.86) 15.10 (2.91) 3.23 (1.07) Less distributions: Distributions from net realized gains on investments (7.90) (2.70) -- -- (2.33) ------- ------- ------- ------- ------- Net asset value at end of year $ 17.50 $ 26.26 $ 13.86 $ 16.77 $ 13.54 ======= ======= ======= ======= ======= Total Return (%) 2.2 108.9 (17.3) 23.9 (8.0) Ratio/Supplemental Data Net Assets at end of year (in thousands) $46,676 $99,546 $21,978 $47,817 $20,491 Ratio of expenses to average net assets (%) 1.70 1.60 1.93 1.98 1.96 Ratio of net investment loss to average net assets (%) (1.54) (1.47) (1.64) (1.59) (1.79) Portfolio turnover rate (%) 58 87 81 82 79 Average commission rate paid $ .0195 $ .0200 $ .0256 $ .0307 $ .0271 - ---------- 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 $0.04 and $0.05 for 2004 and 2003, respectively. 23 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, --------------------------------------------------------- 2004 2003 2002 2001 2000 ------- ------- ------ ------ ------- Net asset value at beginning of year 11.37 $ 7.29 $10.83 $17.12 $ 24.29 Income (loss) from investment operations: Net investment loss/(a)/ (.17) (.18) (.17) (.21) (.46) Net realized and unrealized gain (loss) on investments .75/(b)/ 4.26/(b)/ (3.37) (6.08) (2.27) ------- ------- ------ ------ ------- Total from investment operations .58 4.08 (3.54) (6.29) (2.73) Less distributions: Distributions from net realized gains on investments -- -- -- -- (4.44) ------- ------- ------ ------ ------- Net asset value at end of year $ 11.95 $ 11.37 $ 7.29 $10.83 $ 17.12 ======= ======= ====== ====== ======= Total Return (%) 5.1 56.0 (32.7) (36.7) (13.1) Ratio/Supplemental Data Net Assets at end of year (in thousands) $10,426 $10,820 $4,370 $6,449 $12,308 Ratio of expenses to average net assets (%) 1.96 2.00/(c)/ 2.00/(c)/ 2.00/(c)/ 1.86 Ratio of net investment loss to average net assets (%) (1.52) (1.91) (1.91) (1.75) (1.78) Portfolio turnover rate (%) 86 29 66 115 97 Average commission rate paid $ .0196 $ .0200 $.0256 $.0312 $ .0269 - ---------- 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 and $0.01 for 2004 and 2003, respectively. /(c)/ Net of expense reimbursement from related parties. The expense ratios would have been 2.31%, 2.66%, and 2.60%, for 2003, 2002, and 2001 respectively, before expense reimbursement and earnings credits. 24 REPORT OF REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM - -------------------------------------------------------------------------------- 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, 2004, the results of each of their operations for the year then ended, the changes in each of their net assets for the two years then ended and the financial highlights for each of the three years in the period 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, 2004 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. The financial highlights for each of the two 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 February 16, 2005 Chicago, Illinois 25 Trustees and Officers of The Oberweis Funds NUMBER OF PORTFOLIOS POSITION HELD TERM OF OFFICE AND LENGTH PRINCIPAL OCCUPATION OVERSEEN OTHER NAME, ADDRESS AND AGE WITH FUND OF TIME SERVED LAST FIVE YEARS BY TRUSTEE DIRECTORSHIPS - ------------------------------------------------------------------------------------------------------------------------------------ Katherine Smith Dedrick (47) Trustee Trustee since Attorney - Levenfeld 3 None 951 Ice Cream Dr. November, 2004/(1)/ Pearlstein, LLC, January North Aurora, IL 60542 2005 to present; Attorney - Hinshaw & Culbertson 1985 to January 2005. Gary D. McDaniel (56) Trustee Trustee since Vice President/General 3 None 951 Ice Cream Dr. May, 2004/(1)/ Manager of the Flexible North Aurora, IL 60542 Packaging Group - Smurfit Stone Container, March 1988 to present. James G. Schmidt (57) 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 (58) Trustee/ Trustee and Officer Director - Oberweis Asset 3 None 951 Ice Cream Dr. President/(2)/ since July, 1986/(1)//(3)/ Management, Inc. September, North Aurora, IL 60542 1994 to present. Chairman - September 2001 to present. President - September, 1989 to August, 2001. Patrick B. Joyce (45) 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 (44) Senior Vice Officer since Senior Vice President - Not Applicable None 951 Ice Cream Dr. President 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 (30) Senior Vice Officer since President - Oberweis Asset Not Applicable None 951 Ice Cream Dr. President August, 1996/(3)/ Management, Inc., North Aurora, IL 60542 September, 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. /(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. 26 Trustees and Officers of The Oberweis Funds (cont'd.) NUMBER OF PORTFOLIOS POSITION HELD TERM OF OFFICE AND LENGTH PRINCIPAL OCCUPATION OVERSEEN OTHER NAME, ADDRESS AND AGE WITH FUND OF TIME SERVED LAST FIVE YEARS BY TRUSTEE DIRECTORSHIPS - ------------------------------------------------------------------------------------------------------------------------------------ Steven J. LeMire (35) Vice President Officer since Vice President, Operations Not Applicable None 951 Ice Cream Dr. and Secretary August, 1996 /(3)/ - Oberweis Asset North Aurora, IL 60542 Management, Inc., June, 2000 to present; Compliance Manager - Oberweis Securities, Inc., March 1997 to June, 2000. David I. Covas (30) Vice President Officer since Vice President - Oberweis Not Applicable None 951 Ice Cream Dr. August, 2004/(3)/ Asset Management, Inc., North Aurora, IL 60542 September, 2003 to present; Research Analyst June, 1997 to August, 2003. /(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. 27 THE OBERWEIS FUNDS Supplemental Information Proxy Voting: The Oberweis Funds has delegated authority to vote proxies related to the Funds' (the Oberweis Emerging Growth Portfolio, the Oberweis Micro-Cap Portfolio, and the Oberweis Mid-Cap Portfolio) portfolio securities to the Funds' investment adviser, Oberweis Asset Management, Inc. ("OAM"). A description of the policies and procedures that OAM uses in fulfilling this responsibility is available, without charge upon request, by calling 1-800-323-6166. It also appears on www.oberweisfunds.com and in the Funds' Statement of Additional Information, which can be found on the Securities and Exchange Commission's ("SEC") web-site at http://www.sec.gov. Information on how the Funds voted proxies relating to portfolio securities during the most recent 12 month period ended June 30 is available (1) without charge, upon request, by calling 1-800-323-6166, and (2) on the SEC's web-site at http://www.sec.gov. Availability of Schedules of Portfolio Investments: The Funds file their complete schedule of portfolio investments with the SEC for the first and third quarter of each fiscal year (March 31 and September 30) on Form NQ. The Funds' Forms NQ are available, without charge, on the SEC's website at http://www.sec.gov and may be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. Expense Examples: As a shareholder of The Oberweis Funds, you may incur two types of costs: (1) transaction costs, including redemption fees and (2) ongoing costs, including management fees; distribution (and/or service) 12b-1 fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in The Oberweis Funds and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 investment at the beginning of the period and held for the entire period from July 1, 2004 through December 31, 2004. Actual Expenses: The first line for each Portfolio in the table below provides information about actual account values and actual expenses. You may use the information below, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the table under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. Hypothetical Example for Comparison Purposes The second line for each Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on each Portfolio's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees. Therefore, the second line for each Portfolio in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. 28 THE OBERWEIS FUNDS Supplemental Information - continued Beginning Ending Expense Paid Expense Ratio Account Value Account Value During Period* During Period 7/1/04 12/31/04 7/1/04-12/31/04 7/1/04-12-31/04 ------------- ------------- --------------- --------------- Emerging Growth Portfolio Actual .................. $1,000.00 $1,073.20 $10.27 1.48% Hypothetical (5% return before expenses) ........ $1,000.00 $1,023.56 $10.02 1.48% Micro-Cap Portfolio Actual .................. $1,000.00 $1,058.10 $12.12 1.76% Hypothetical (5% return before expenses) ........ $1,000.00 $1,021.69 $11.91 1.76% Mid-Cap Portfolio Actual .................. $1,000.00 $1,019.60 $13.59 2.01% Hypothetical (5% return before expenses) ........ $1,000.00 $1,020.02 $13.59 2.01% * Expenses are equal to the average account value times the Fund's annualized expense ratio multiplied by the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year. 29 Trustees and Officers James D. Oberweis Katherine Smith Dedrick Trustee and President Trustee Gary D. McDaniel James G. Schmidt Trustee Trustee Patrick B. Joyce Martin L. Yokosawa Executive Vice President Senior Vice President Treasurer James W. Oberweis Steven J. LeMire Senior Vice President Vice President Secretary David I. Covas Vice President Manager and Investment Advisor Oberweis Asset Management, Inc. 951 Ice Cream Dr., North Aurora, IL 60542 1-800-323-6166 www.oberweisfunds.com Distributor Oberweis Securities, Inc. 951 Ice Cream Dr., North Aurora, IL 60542 1-630-801-6000 www.oberweisfunds.com 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 Registered Independent Public Accounting Firm PricewaterhouseCoopers LLP One North Wacker Drive, Chicago, IL 60606 [LOGO] The Oberweis Funds Emerging Growth Portfolio Micro-Cap Portfolio Mid-Cap Portfolio [LOGO] The Oberweis Funds Annual Report Audited December 31, 2004 ITEM 2. CODE OF ETHICS. (a) As of December 31, 2004, 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 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. (a)-(d) 2003 2004 ------------------------------------ Audit fees 37,100 31,750 ------------------------------------ Audit-Related Fees N/A -- ------------------------------------ Tax Fees 7,750 17,750 ------------------------------------ All Other Fees N/A -- ------------------------------------ Audit Fees include amounts related to the audit of the registrant's annual financial statements and services normally provided by the principal accountant in connection with statutory and regulatory filings. Tax Fees principally include tax compliance, tax advice, tax planning and preparation of tax returns. (e)(1) The registrant's audit committee pre-approves all audit services provided by the registrant's principal accountant for the registrant and all non-audit services provided by the registrant's principal accountant for the registrant, its investment adviser and any entity controlling, controlled by, or under common control with the investment adviser ("Adviser Affiliate") that provides ongoing services to the registrant, if the engagement by the investment adviser or Adviser Affiliate relates directly to the operations and financial reporting of the registrant. (e)(2) No services included in (b) - (d) above were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. (f) Not Applicable. (g) The aggregate fees billed for the most recent fiscal year and the preceding fiscal year by the registrant's principal accountant for non-audit services rendered to the registrant, its investment, and Adviser Affiliate that provides ongoing services to the registrant for 2004 and 2003 were $17,750 and 7,750, respectively. (h) Non-audit services rendered to the registrant's investment adviser and any Adviser Affiliate that were not pre-approved pursuant to Paragraph (c) (7) (ii) of Rule 2-01 of Regulation S-X were considered by the registrant's audit committee as to whether they were compatible with maintaining the principal account's independence. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. Not Applicable to the registrant. ITEM 6. SCHEDULE OF INVESTMENTS. See Schedule I in Item 1. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not Applicable to the registrant. ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not Applicable to the registrant. ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. Not Applicable to the registrant. ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant's board of trustees since registrant last disclosed such procedures in its proxy statement dated April 16, 2004. ITEM 11. 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 second fiscal quarter of the period covered by the report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. ITEM 12. EXHIBITS. (a) (1) Code of Ethics applicable to its Principal Executive and Principal Accounting Officers pursuant to Section 406 of the Sarbanes-Oxley Act of 2002 attached hereto as Exhibit 99.406. Code of Ethics. (a) (2) Certifications pursuant to Rule 30a-2 under the Investment Company Act of 1940 (17CFR 270.30a-2) attached hereto as Exhibit 99.CERT. (a) (3) Any written solicitation to purchase securities under Rule 23 c-1 under the Investment Company Act of 1940 (17 CFR 270.23c-1) sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not Applicable to the registrant. 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 W. Oberweis ------------------------------------------ James W. Oberweis President, The Oberweis Funds Date 02/25/2005 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 W. Oberweis ------------------------------------------ James W. Oberweis President, The Oberweis Funds Date 02/25/20054 By (Signature and Title*) /s/ Patrick B. Joyce ------------------------------------------ Patrick B. Joyce Executive Vice President and Treasurer, The Oberweis Funds Date 02/25/2005 /*/ Print the name and title of each signing officer under his or her signature.