Exhibit (n)

 

The Oberweis Funds

 

Multi-Class Plan

 

WHEREAS, The Oberweis Funds (the “Trust”) is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), with authorized separate series of the Trust (each a “Fund” and collectively, with any future series of the Trust, the “Funds”);

 

WHEREAS, Oberweis Asset Management, Inc. (the “Investment Adviser”) serves as investment adviser for the Trust and Oberweis Securities Inc. (the “Distributor”) serves as the principal underwriter and distributor for the Trust;

 

WHEREAS, as described in its prospectus(es), each Fund listed on Schedule A hereto (as may be amended from time to time) has established multiple classes enabling each Fund to offer investors the option of purchasing shares as follows: (a) with a distribution fee, as described in the Trust’s Rule 12b-1 Plan (“Investor Class Shares”); (b) without a distribution fee (“Institutional Class Shares”) and/or (c) without a distribution fee for certain retirement plans (“Class R6 Shares”);

 

WHEREAS, Rule 18f-3 under the 1940 Act permits open-end management investment companies to issue multiple classes of voting stock representing interests in the same portfolio notwithstanding Sections 18(f)(1) and 18(i) under the 1940 Act if, among other things, such investment companies adopt a written plan setting forth the separate arrangement and expense allocation of each class and any related conversion features or exchange privileges; and

 

WHEREAS, a majority of the Trustees of the Trust, including a majority of the Trustees who are not interested persons of the Trust as defined by the 1940 Act (the “Independent Trustees”), determined that this Multi-Class Plan is in the best interests of each Fund and each class individually.

 

NOW, THEREFORE, the Trust, wishing to be governed by Rule 18f-3 under the 1940 Act, hereby adopts this Multi-Class Plan as follows:

 

1.            Each class of shares of each Fund will represent interests in the same portfolio of investments of such Fund, and be identical in all respects to each other class of such Fund, except as set forth below. The only differences among the various classes of shares of the same Fund will relate solely to: (a) different distribution fee payments or shareholder service payments associated with any Rule 12b-1 Plan for a particular class of shares and any other costs relating to implementing or amending such Plan (including obtaining shareholder approval of such Plan or any amendment thereto), which for an applicable class will be borne solely by shareholders of that class and (b) different class expenses (including, as applicable, different non-investment advisory and administrative services fee rates), which will be limited to any additional expenses that are subsequently identified and determined to be properly applied to one class of shares of a Fund upon approval by a majority of the Trustees of the Trust, including a majority of the Independent Trustees.

 

 

 

 

2.            Under this Multi-Class Plan, certain expenses may be attributable to a Fund, but not to a particular class thereof. All such expenses will be borne by each class of a Fund on the basis of the relative aggregate net assets of such Fund’s classes. Notwithstanding the foregoing, the Distributor, the Investment Adviser or other provider of services to the Trust may waive or reimburse the expenses of a specific class or classes to the extent permitted under Rule 18f-3 under the 1940 Act.

 

A class of shares may be permitted to bear expenses that are directly attributable to such class including: (a) any distribution fees or shareholder service fees associated with the Rule 12b-1 Plan for a particular class and any other costs relating to implementing or amending such Plan (including obtaining shareholder approval of such Plan or any amendment thereto) and (b) any class expenses determined by the Trustees to be attributable to such class.

 

3.            Each class of shares of a Fund shall have separate voting rights on any matter submitted to shareholders of that Fund in which the interests of one class differ from the interests of any other class of the Fund.

 

4.            To the extent exchanges are permitted and subject to certain terms as described in the prospectuses, shares of certain classes of a Fund will be exchangeable with shares of the same class of another Fund. Exchanges will comply with all applicable provisions of Rule 11a-3 under the 1940 Act.

 

5.            Except as provided in Schedule B hereto, dividends paid by a Fund as to each class of its shares, to the extent any dividends are paid, will be calculated in the same manner, at the same time, on the same day, and will be in the same amount, except that any distribution fees, shareholder services fees, service fees and/or class expenses allocated to a class will be borne exclusively by that class.

 

6.            Any distribution arrangement of a Fund, including distribution fees and shareholder services fees, will comply with the Rules of the Financial Industry Regulatory Authority.

 

7.            All material amendments to this Plan must be approved by a majority of the Trustees of the Trust, including a majority of the Independent Trustees.

 

8.            So long as the Plan is in effect, the Board shall satisfy the fund governance standards as defined in Rule 0-1(a)(7) under the 1940 Act.

 

Dated: February 23, 2017, as amended October 2, 2023, May 20, 2025 and October 2, 2026

 

2

 

 

Schedule A

 

Funds with Multiple Classes

 

 

 

Investor
Class Shares
Institutional
Class Shares
Class R6
Shares
Oberweis Global Opportunities Fund √ √  
Oberweis Micro-Cap Fund √ √  
Oberweis Small-Cap Opportunities Fund √ √ √
Oberweis China Opportunities Fund √ √  
Oberweis International Opportunities Fund √ √  

 

3

 

 

Schedule B

 

International Opportunities Fund Distribution Allocation Policy

 

Policy Statement

 

Distributable income will be allocated pro rata among share classes based on expense-adjusted net asset values, to ensure fair treatment of shareholders in classes with differing expense structures.

 

Allocation Methodology

 

1.Determine Total Distributable Income

 

·Identify the total amount of ordinary income to be distributed across all share classes.

 

2.Gather Share Class Data

 

For each share class:

 

·Net assets

 

·Shares outstanding

 

·Expense ratio

 

3.Calculate Adjustment Factor

 

·Select the share class with the lowest expense ratio as the baseline.

 

·For each other class, calculate the adjustment factor:

 

4.Compute Adjusted Net Assets

 

Multiply each class's net assets by its adjustment factor:

 

5.Determine Adjusted Allocation Percentages

 

Calculate each class’s percentage of total adjusted net assets:

 

6.Allocate Distributable Income

 

Allocate total income to each class based on adjusted net asset percentages:

 

4

 

 

7.Calculate Distribution Per Share

 

Divide each class’s income allocation by its shares outstanding:

 

Example Application

 

A sample calculation (provided separately) illustrates this policy using specific figures for net assets, shares outstanding, and expense ratios. This approach ensures that share classes with higher expenses receive appropriately lower per-share income distributions, preserving fairness.

 

Review & Exceptions

 

This methodology will be reviewed periodically. Exceptions may be considered in coordination with Trust counsel, auditors, or based on shareholder disclosures and regulatory guidance and subject to any required Board approval.

 

5

 

 

   Investor   Institutional    
             
Shares   5,010,143.55    27,270,197.35     
Net Assets  $94,664,996   $251,554,796      
Expense Ratios   1.35%   1.10%     
Total Distributable Amount            $9,006,936.46 
                
                
Adjustment factor   99.7472%   100%     
                
Adjusted net assets  $94,425,682.89   $251,554,796      
                
Class %   27.2922%   72.7078%     
                
Calculated class allocation  $2,458,191.08   $6,548,745.38      
                
Calculated per share distribution  $0.4906   $0.2401      
                
Actual per share distribution  $0.2356   $0.2870      
                
Actual class allocation  $1,180,389.82   $7,826,546.64      
                
NAVs at time of merger  $17.50   $8.53      
December 27, 2023               
         2.051582649      

 

6