EXPENSE CAP/REIMBURSEMENT AGREEMENT
This Agreement is entered into as of November 29, 2000 between
Kirr, ▇▇▇▇▇▇▇ & Company, LLC (the "Adviser") and Kirr, ▇▇▇▇▇▇▇ Partners Funds,
Inc. (the "Company") on behalf of the Kirr, ▇▇▇▇▇▇▇ Partners Value Fund (the
"Fund").
WHEREAS, the Adviser desires to contractually agree to waive a
portion of its advisory fee or reimburse certain of the Fund's operating
expenses to ensure that the Fund's total operating expenses do not exceed the
level described below.
NOW, THEREFORE, the parties agree as follows:
The Adviser agrees that until February 28, 2002, it will
reduce its compensation as provided for in the Investment Advisory Agreement
between the Company and the Adviser dated December 31, 1998, and/or assume
expenses for the Fund to the extent necessary to ensure that the Fund's total
operating expenses (on an annual basis) do not exceed 1.50% of the Fund's
average daily net assets.
The Adviser shall be entitled to recoup such amounts for a
period of up to three (3) years following the fiscal year in which the Adviser
reduced its compensation and/or assumed expenses for the Fund, provided that the
total operating expenses including this recoupment do not exceed the established
cap on expenses for that year.
KIRR, ▇▇▇▇▇▇▇ & COMPANY, LLC
By: /S/ ▇▇▇▇▇▇ ▇▇▇
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▇▇▇▇▇▇ ▇▇▇
Its: MEMBER
KIRR, ▇▇▇▇▇▇▇ PARTNERS FUNDS, INC.
By: /S/▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇, President
