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Godfrey & Kahn, S.C.
Attorneys at Law
780 North Water Street
Milwaukee, Wisconsin 53202
Tele: (414) 273-3500 Fax: (414) 273-5198
February 4, 2000
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Kirr, Marbach Partners Funds, Inc. (Registration Nos.
333-65829; 811-9067)
Ladies and Gentlemen:
Pursuant to Rule 497(c) under the Securities Act of 1933, as amended
(the "Securities Act"), on behalf of Kirr, Marbach Partners Funds, Inc. (the
"Company"), we hereby file the Company's final form of Prospectus.
Post-Effective Amendment No. 1 to the Company's registration statement became
effective on January 31, 2000, pursuant to Rule 485(b) under the Securities Act.
In addition, in lieu of filing the Company's final form of Statement of
Additional Information ("SAI") pursuant to Rule 497(j) under the Securities Act,
we hereby certify that (i) the final form of SAI that would have been filed
under Rule 497(c) would not have differed from that contained in Post-Effective
Amendment No. 1 to the Company's Registration Statement and (ii) the text of
Post-Effective Amendment No. 1 was filed electronically via Edgar on January 28,
2000.
If you have any questions regarding this filing, please do not hesitate
to contact the undersigned.
Very truly yours,
GODFREY & KAHN, S.C.
/s/ Renee M. Hardt
Renee M. Hardt
RH:vy
Enclosure
cc: Brian Thompson - SEC
Mickey Kim - Kirr, Marbach
Freddie Jacobs, Jr. - Firstar
Scott A. Moehrke - G&K
