Exhibit 99.(h.5)
EXPENSE CAP/REIMBURSEMENT AGREEMENT
This Expense Cap/Reimbursement Agreement dated as of November 16, 2004
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 to not exceed the level
described below.
NOW THEREFORE, the parties agree as follows:
The Adviser agrees that until February 28, 2006, it will reduce its
compensation as provided for in the Investment Advisory Agreement between the
Company and the Adviser dated July 26, 2002, 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 1.45% 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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▇▇▇▇▇▇ ▇▇▇, Member
KIRR, ▇▇▇▇▇▇▇ PARTNERS FUNDS, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇, President
