EXPENSE CAP/REIMBURSEMENT AGREEMENT

     This Agreement is entered into as of November 29, 2001 between Kirr,
Marbach & Company, LLC (the "Adviser") and Kirr, Marbach Partners Funds, Inc.
(the "Company") on behalf of the Kirr, Marbach 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, 2003, 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, MARBACH & COMPANY, LLC


                                             By: /s/ Mickey Kim
                                                 -------------------------------
                                                 Mickey Kim

                                            Its: Member
                                                 -------------------------------


                                             KIRR, MARBACH PARTNERS FUNDS, INC.



                                             By: /s/ Mark D. Foster
                                                 -------------------------------
                                                 Mark D. Foster, President