Exhibit 9.1
OPERATING SERVICES AGREEMENT
This Agreement is made and entered into as of the ___ of
____________, 1998, by and between The Henssler Funds, Inc., a
Maryland corporation (the "Fund"), and Henssler Asset Management,
LLC, a Georgia limited liability company (hereinafter referred to
as "Henssler").
WHEREAS, the Fund is a diversified, open-end management
investment company, registered under the Investment Company Act
of 1940, as amended (the "Act"), and authorized to issue shares
representing interests in The Henssler Equity Fund (the
"Portfolio"); and
WHEREAS, Henssler is registered as an investment adviser
under the Investment Advisers Act of 1940, and engages in the
business of asset management and the provision of certain other
administrative and recordkeeping services in connection
therewith; and
WHEREAS, the Fund wishes to engage Henssler, to provide, or
arrange for the provision of, certain operational services which
are necessary for the day-to-day operations of the Portfolio in
the manner and on the terms and conditions hereinafter set forth,
and Henssler wishes to accept such engagement;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants hereinafter contained, the Fund and Henssler
agree as follows:
1. OBLIGATIONS OF HENSSLER
(a) SERVICES. The Fund hereby retains Henssler to
provide, or, upon receipt of written approval of the Fund
arrange for other companies to provide, following services
to the Portfolio in the manner and to the extent that such
services are reasonably necessary for the operation of the
Portfolio (collectively, the "Services"):
(1) accounting services and functions, including
costs and expenses of any independent public
accountants;
(2) non-litigation related legal and compliance
services, including the expenses of maintaining
registration and qualification of the Fund and the
Portfolio under federal, state and any other applicable
laws and regulations;
(3) dividend disbursing agent, dividend
reinvestment agent, transfer agent, and registrar
services and functions (including answering inquiries
related to shareholder Portfolio accounts);
(4) custodian and depository services and
functions;
(5) distribution and/or underwriting services;
(6) independent pricing services;
(7) preparation of reports describing the
operations of the Portfolio, including the costs of
providing such reports to broker-dealers, financial
institutions and other organizations which render
services and assistance in connection with the
distribution of shares of the Portfolio;
(8) sub-accounting and recordkeeping services and
functions (other than those books and records required
to be maintained by Henssler under the Investment
Advisory Agreement between the Fund and Henssler dated
______________ __, 1998), including maintenance of
shareholder records and shareholder information
concerning the status of their Portfolio accounts by
investment advisers, broker-dealers, financial
institutions, and other organizations on behalf of
Henssler;
(9) shareholder and board of directors
communication services, including the costs of
preparing, printing and distributing notices of
shareholders' meetings, proxy statements, prospectuses,
statements of additional information, Portfolio
reports, and other communications to the Fund's
Portfolio shareholders, as well as all expenses of
shareholders' and board of directors' meetings,
including the compensation and reimbursable expenses of
the directors of the Fund;
(10) other day-to-day administrative services,
including the costs of designing, printing, and issuing
certificates representing shares of the Portfolio, and
premiums for the fidelity bond maintained by the Fund
pursuant to Section 17(g) of the Act and rules
promulgated thereunder (except for such premiums as may
be allocated to third parties, as insureds thereunder).
(b) EXCLUSIONS FROM SERVICES. Notwithstanding the
provisions of Paragraph 1(a) above, the Services shall not
include and Henssler will not be responsible for any of the
following:
(1) all brokers' commissions, issue and transfer
taxes, and other costs chargeable to the Fund or the
Portfolio in connection with securities transactions to
which the Fund or the Portfolio is a party or in
connection with securities owned by the Fund or the
Portfolio;
(2) the interest on indebtedness, if any,
incurred by the Fund or the Portfolio;
(3) the taxes, including franchise, income,
issue, transfer, business license, and other corporate
fees payable by the Fund or the Portfolio to federal,
state, county, city, or other governmental agents;
(4) the expenses, including fees and
disbursements of counsel, in connection with litigation
by or against the Fund or the Portfolio; and
(5) any other extraordinary expense of the Fund
or Portfolio.
(c) BOOKS AND RECORDS. All books and records prepared
and maintained by Henssler for the Fund under this Agreement
shall be the property of the Fund and, upon request
therefor, Henssler shall surrender to the Fund such of the
books and records so requested.
(d) STAFF AND FACILITIES. Henssler assumes and shall
pay for maintaining the staff, personnel, space, equipment
and facilities necessary to perform its obligations under
this Agreement.
2. Obligations of the Fund
(a) FEE. The Fund will pay to Henssler on the last
day of each month an annual fee equal to .70% of average net
asset value of the Portfolio, such fee to be computed daily
based upon the net asset value of the Portfolio as
determined by a valuation made in accordance with the Fund's
procedure for calculating Portfolio net asset value as
described in the Fund's Prospectus and/or Statement of
Additional Information. During any period when the
determination of a Portfolio's net asset value is suspended
by the directors of the Fund, the net asset value of a share
of that Portfolio as of the last business day prior to such
suspension shall, for the purpose of this Paragraph 2(a), be
deemed to be the net asset value at the close of each
succeeding business day until it is again determined.
(b) INFORMATION. The Fund will, from time to time,
furnish or otherwise make available to Henssler such
information relating to the business and affairs of the
Portfolio as Henssler may reasonably require in order to
discharge its duties and obligations hereunder.
3. TERM. This Agreement shall remain in effect until no
later than _______ __, 2000, and from year to year thereafter
provided such continuance is approved at least annually by the
vote of a majority of the directors of the Fund who are not
parties to this Agreement or "interested persons" (as defined in
the Act) of any such party, which vote must be cast in person at
a meeting called for the purpose of voting on such approval;
provided, however, that:
(a) the Fund may, at any time and without the payment
of any penalty, terminate this Agreement upon 120 days
written notice to Henssler;
(b) the Agreement shall immediately terminate in the
event of its assignment (within the meaning of the Act and
the Rules thereunder); and
(c) Henssler may terminate this Agreement without
payment of penalty on 120 days written notice to the Fund.
4. MISCELLANEOUS
(a) PERFORMANCE REVIEW. Henssler will permit
representatives of the Fund, including the Fund's
independent auditors, to have reasonable access to the
personnel and records of Henssler in order to enable such
representatives to monitor the quality of services being
provided and the level of fees due Henssler pursuant to this
Agreement. In addition, Henssler shall promptly deliver to
the board of directors of the Fund such information as may
reasonably be requested from time to time to permit the
board of directors to make an informed determination
regarding continuation of this Agreement and the payments
contemplated to be made hereunder.
(b) NOTICES. Any notice under this Agreement shall be
given in writing, addressed and delivered, or mailed post-
paid, to the other party at the principal office of such
party.
(c) CHOICE OF LAW. This Agreement shall be construed
in accordance with the laws of the State of Georgia and the
applicable provisions of the Act. To the extent the
applicable law of the State of Georgia or any of the
provisions herein conflict with the applicable provisions of
the Act, the latter shall control.
IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Agreement on the day and year first above written.
THE HENSSLER FUNDS, INC.
ATTEST:______________________ By:____________________________
Xxxxxxxx X. Xxxxxxxx, Treasurer Xxxx X. Xxxxxxxx, President
HENSSLER ASSET MANAGEMENT, LLC
ATTEST:_______________________ By:___________________________
_____________, Secretary _______________, Vice President
