EXPENSE CAP/REIMBURSEMENT AGREEMENT
This Agreement is entered into as of November 15,
1999 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, 2001,
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
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KIRR, ▇▇▇▇▇▇▇ PARTNERS FUNDS, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇, President
