EXPENSE CAP/REIMBURSEMENT AGREEMENT
This Expense Cap/Reimbursement Agreement dated as of November 14, 2008
between Kirr, Xxxxxxx & Company, LLC (the "Adviser") and Kirr, Xxxxxxx Partners
Funds, Inc. (the "Company") on behalf of the Kirr, Xxxxxxx 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, 2010, it will reduce its
compensation as provided for in the Investment Advisory Agreement between the
Company and the Adviser dated June 10, 2005, 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, XXXXXXX & COMPANY, LLC
By: /s/ Xxxxxx Xxx
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Xxxxxx Xxx, Member
KIRR, XXXXXXX PARTNERS FUNDS, INC.
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx, President
