EXPENSE LIMITATION AGREEMENT

                              DEAN FAMILY OF FUNDS

                                 Amendment No. 6





     AMENDMENT,  effective  as of April 1,  2003,  by and  between  C.H.  Dean &
Associates,  Inc. (the  "Adviser")  and Dean Family of Funds (the  "Trust"),  on
behalf of each series of the Trust set forth in Schedule A attached hereto (each
a "Fund," and collectively, the "Funds").

     WHEREAS,  the Trust and the Adviser have  determined that it is appropriate
and in the best  interests  of each Fund and its  shareholders  to maintain  the
expenses  of each class of each Fund,  and,  therefore,  have  entered  into the
Expense  Limitation  Agreement dated as of July 31, 1999 (the  "Agreement"),  in
order to maintain  the  expense  ratios of each class of each Fund at the levels
specified in Schedule A attached hereto; and

     WHEREAS,  the Trust and the Adviser wish to amend the  Agreement to reflect
the continuance of the Agreement for an additional one-year term;

     NOW, THEREFORE, in consideration of the mutual convenants and agreements of
the parties  hereto as set forth in the Agreement and herein,  the Trust and the
Adviser hereby amend the Agreement as follows:

1. Section 2 of the Agreement shall read as follows:

        2.       Term and Termination of Agreement.

                           This Agreement with respect to the Funds shall
                           continue in effect through March 31, 2004, and from
                           year to year thereafter provided each such
                           continuance is specifically approved by a majority of
                           the Trustees of the Trust. This Agreement shall
                           terminate automatically with respect to the
                           applicable Fund upon the termination of its Advisory
                           Agreement with the Adviser.

2.Except as set forth in the above  Paragraph 1, the provisions of the Agreement
are not affected by this Amendment and shall remain in full force and effect.







         IN WITNESS WHEREOF, the parties have caused this Amendment to be signed
by their respective officers thereto duly, as of the day and year first above
written.



                                        DEAN FAMILY OF FUNDS
                                        ON BEHALF OF EACH OF ITS SERIES


                                        By:    /s/ Stephen M. Miller
                                        ---------------------------------------
                                        Stephen M. Miller
                                        President


                                        C. H. DEAN & ASSOCIATES,INC.


                                        By:     /s/ Stephen M. Miller
                                        --------------------------------------

                                        Name:   Stephen M. Miller
                                        --------------------------------------

                                        Title:  President
                                        --------------------------------------



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                                   SCHEDULE A

                            OPERATING EXPENSE LIMITS



The Agreement relates to the following Funds and classes of the Trust:



                                               Maximum Operating Expense Limit

      Large Cap Value fund--Class A shares                1.85%

      Large Cap Value Fund--Class C shares                2.60%

      Small Cap Value fund--Class A shares                1.85%

      Small Cap Value Fund--Class C shares                2.60%

      Balanced Fund--Class A shares                       1.85%

      Balanced Fund--Class C shares                       2.60%

      International Value Fund--Class A shares            2.10%

      International Value Fund--Class C shares            2.85%













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