EXHIBIT h.5
EXPENSE CAP/REIMBURSEMENT AGREEMENT
This Agreement is entered into as of November ___, 2002 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 to not exceed the level
described below.
NOW THEREFORE, the parties agree as follows:
The Adviser agrees that until February 28, 2004, it will reduce its
compensation as provided for in the Investment Advisory Agreement between the
Company and the Adviser dated April 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 1.50% 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, XXXXXXX & COMPANY, LLC
By: /s/ Xxxxxx Xxx
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Xxxxxx Xxx
Its: Member
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KIRR, XXXXXXX PARTNERS FUNDS, INC.
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx, President
