EXPENSE CAP/REIMBURSEMENT AGREEMENT
Exhibit h.5
This Expense Cap/Reimbursement Agreement dated as of November 15, 2006 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 29, 2008, 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 |
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| By: | /s/ Xxxxxx Xxx | |||
| Xxxxxx Xxx, Member | ||||
| KIRR, XXXXXXX PARTNERS FUNDS, INC. |
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| By: | /s/ Xxxx X. Xxxxxx | |||
| Xxxx X. Xxxxxx, President | ||||
