EXHIBIT H.6 FIRST AMENDMENT TO TRANSFER AGENT SERVICING AGREEMENT WHEREAS, The Kirr, Marbach Partners Funds, Inc. (the "Company") and U.S. Bancorp Fund Services, LLC, ("USBFS") entered into a transfer agency agreement (the "Agreement") dated December...

                                                                     EXHIBIT H.6

                        FIRST AMENDMENT TO TRANSFER AGENT
                               SERVICING AGREEMENT

WHEREAS, The Kirr, ▇▇▇▇▇▇▇ Partners Funds, Inc. (the "Company") and U.S. Bancorp
Fund Services, LLC, ("USBFS") entered into a transfer agency agreement (the
"Agreement") dated December 17, 1998, and

WHEREAS, The Company and USBFS desire to amend this Agreement to reflect certain
regulatory changes since the Agreement was initially executed as further
detailed below:

NOW THEREFORE, the parties agree that the following sentence be added to the end
of the paragraph of Section seven (7) of the Agreement:

     "Further, federal examiners shall have access to information and records
     relating to anti-money laundering activities performed by USBFS hereunder
     and USBFS consents to any inspection authorized by law or regulation in
     connection thereof."

Dated this 29 day of August, 2002

      Kirr, ▇▇▇▇▇▇▇ Partners Funds, Inc.         US Bancorp Fund Services, LLC

By: /s/ ▇▇▇▇▇▇ ▇▇▇                          By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Attest: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇                  Attest: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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