AMERISEN FUNDS(TM)
                               EXPENSES AGREEMENT

On January 22, 2001,  AmeriSen  Funds (the  "Trust")  engaged  Pauze,  Swanson &
Associates  Investment  Advisors,  Inc. ("Advisor") to act as investment adviser
for its seven  series  pursuant  to an  agreement  dated  January 22,  2001.  In
addition  to the  terms of that  agreement,  the Trust  and the  Advisor  hereby
confirm the agreement reached at the March 26, 2001, Board of Trustees meeting:

1.   The Advisor  hereby  agrees to reimburse  the Trust for all  organizational
     expenses it incurs.

2.   Effective  April 1, 2001 through March 31, 2002,  the Advisor hereby agrees
     to waive all or a portion of its  management  fees  and/or  reimburse  each
     series of the Trust  (other than the  AmeriSen  Money  Market Fund which is
     covered by paragraph 3) for the expenses it incurs during that period,  but
     only to the extent necessary to maintain total annual operating expenses at
     2.50% of the average daily net assets of the institutional  class of shares
     and the retail class of shares for that period.

3.   Effective  April 1, 2001 through March 31, 2002,  the Advisor hereby agrees
     to waive all or a portion  of its  management  fees  and/or  reimburse  the
     AmeriSen  Money Market Fund for the expenses it incurs  during that period,
     but  only to the  extent  necessary  to  maintain  total  annual  operating
     expenses at 0.95% of average daily net assets for that period.

4.   The Trust hereby agrees that any  organizational  and operating expenses of
     the respective  series of the Trust  reimbursed by the Advisor  pursuant to
     this Agreement  shall be repaid to the Advisor by the respective  series of
     the Trust in the first, second, and third fiscal years,  beginning with the
     fiscal year  beginning  April 1, 2001, if the total expenses of each series
     of the Trust  (other than the money  market  fund) and the  AmeriSen  Money
     Market  Fund for each  such  year or  years,  after  giving  effect  to the
     repayment,  do not exceed  2.50% and 0.95%,  respectively,  of the  average
     daily net assets (or any lower expense  limitation or  limitations to which
     we may otherwise agree).

5.   The Advisor and the Trust agree that the agreements set forth in paragraphs
     2 and 3 of this  Agreement  may be  extended  from year to year upon notice
     from the Advisor and acceptance by the Trust.

Executed this 29th day of March 2001.

Pauze, Swanson & Associates Investment Advisors, Inc.


By:  /s/ STEPHEN P. PAUZE
     ---------------------------
     Stephen P. Pauze, President

AmeriSen Funds(TM)


By:  /s/ PHILIP C. PAUZE
     ---------------------------
     Philip C. Pauze, President