Exhibit 5
INVESTMENT ADVISORY 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
WHEREAS, the Fund desires to retain the Investment Adviser
to render certain investment management services to the Fund and
the Investment Adviser is willing to render such services;
NOW, THEREFORE, in consideration of the mutual covenants
herein contained, the parties hereto agree as follows:
1. OBLIGATIONS OF INVESTMENT ADVISER
(a) SERVICES. The Investment Adviser agrees to
perform the following services (the "Services") for the
Fund:
(1) manage the investment and reinvestment of the
Portfolio's assets;
(2) continuously review, supervise, and
administer the investment program of the Portfolio;
(3) determine, in its discretion, the securities
to be purchased, retained or sold (and implement those
decisions);
(4) provide the Fund with records concerning the
Investment Adviser's activities which the Fund is
required to maintain;
(5) render regular reports to the Fund's officers
and directors concerning the Investment Adviser's
discharge of the foregoing responsibilities;
The Investment Adviser shall discharge the foregoing
responsibilities subject to the control of the officers and
the directors of the Fund and in compliance with such
policies as the directors may from time to time establish,
and in compliance with the objectives, policies, and
limitations of the Portfolio set forth in the Fund's
prospectus, as amended from time to time, and with all
applicable laws and regulations. All Services to be
furnished by the Investment Adviser under this Agreement may
be furnished through the medium of any directors, officers
or employees of the Investment Adviser or through such other
parties as the Investment Adviser may determine from time to
time.
The Investment Adviser agrees, at its own expense or at
the expense of one or more of its affiliates, to render the
Services and to provide the office space, furnishings and
equipment and the personnel as may be reasonably required in
the judgment of the Board of Directors of the Fund to
perform the Services on the terms and for the compensation
provided herein. The Investment Adviser shall authorize and
permit any of its officers, directors and employees, who may
be elected as directors or officers of the Fund, to serve in
the capacities in which they are elected.
Except to the extent expressly assumed by the
Investment Adviser herein and except to the extent required
by law to be paid by the Investment Adviser, the Fund shall
pay all costs and expenses in connection with its operations
and organization.
(b) 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.
2. PORTFOLIO TRANSACTIONS. The Investment Adviser is
authorized to select the brokers or dealers that will execute the
purchases and sales of portfolio securities for the Portfolio and
is directed to use its best efforts to obtain the best net
results as described in the Fund's prospectus from time to time.
The Investment Adviser may, in its discretion, purchase and sell
portfolio securities from and to brokers and dealers who provide
the Portfolio with research, analysis, advice and similar
services, and the Investment Adviser may pay to these brokers, in
return for research and analysis, a higher commission or spread
than may be charged by other brokers, provided that the
Investment Adviser determines in good faith that such commission
is reasonable in terms either of that particular transaction or
of the overall responsibility of the Investment Adviser to the
Fund and its other clients and that the total commission paid by
the Fund will be reasonable in relation to the benefits to the
Portfolio over the long-term. The Investment Adviser will
promptly communicate to the officers and the directors of the
Fund such information relating to portfolio transactions as they
may reasonably request.
3. COMPENSATION OF THE INVESTMENT ADVISER. The Fund will
pay to Henssler on the last day of each month an annual fee equal
to .50% 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 3, be deemed to be the net asset value at the
close of each succeeding business day until it is again
determined.
4. STATUS OF INVESTMENT ADVISER. The services of the
Investment Adviser to the Fund are not to be deemed exclusive,
and the Investment Adviser shall be free to render similar
services to others so long as its services to the Fund are not
impaired thereby. The Investment Adviser shall be deemed to be
an independent contractor and shall, unless otherwise expressly
provided or authorized, have no authority to act for or represent
the Fund in any way or otherwise be deemed an agent of the Fund.
Nothing in this Agreement shall limit or restrict the right of
any director, officer or employee of the Investment Adviser, who
may also be a director, officer or employee of the Fund, to
engage in any other business or to devote his or her time and
attention in part to the management or other aspects of any other
business, whether of a similar nature or a dissimilar nature.
5. PERMISSIBLE INTERESTS. Directors, agents, and
stockholders of the Fund are or may be interested in the
Investment Adviser (or any successor thereof) as directors,
partners, officers, or stockholders, or otherwise; directors,
partners, officers, agents, and stockholders of the Investment
Adviser are or may be interested in the Fund as directors,
stockholders or otherwise; and the Investment Adviser (or any
successor) is or may be interested in the Fund as a stockholder
or otherwise.
6. LIABILITY OF INVESTMENT ADVISER. The Investment
Adviser assumes no responsibility under this Agreement other than
to render the services called for hereunder in good faith. The
Investment Adviser shall not be liable for any error of judgment
or for any loss suffered by the Fund in connection with the
matters to which this Agreement relates, except a loss resulting
from a breach of fiduciary duty with respect to receipt of
compensation for services (in which case any award of damages
shall be limited to the period and the amount set forth in
Section 36(b)(3) of the Investment Company Act of 1940) or a loss
resulting from wilful misfeasance, bad faith or gross negligence
on its part in the performance of, or from reckless disregard by
it of its obligations and duties under, this Agreement.
7. 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.
8. AMENDMENTS. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against which
enforcement of the change, waiver, discharge or termination is
sought, and no amendment of this Agreement shall be effective
until approved by vote of the holders of a majority of the
Fund's outstanding voting securities.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the day and the year first
written above.
THE HENSSLER FUNDS, INC. HENSSLER ASSET
MANAGEMENT, LLC
By: __________________________ By: ___________________________
Title: ________________________ Title: ________________________
ATTEST: ATTEST:
_____________________________ _______________________________
Secretary Secretary
[Corporate Seal] [Corporate Seal]
