HENSSLER FUNDS INC, N-1A, 1998-02-18

HENSSLER FUNDS INC
N-1A, 1998-02-18

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Filed with the SEC on February 18, 1998

File Numbers: 33-_________ and 811-__________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A
---------
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
-
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
(Check appropriate box or boxes) -

THE HENSSLER FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)

1279 Kennestone Circle, Suite 600, Marietta, Georgia 30066
-----------------------------------------------------------
(Address of Principal Executive Offices)

(770) 429-9166
--------------
(Registrant's Telephone Number, including Area Code)

GENE W. HENSSLER
1279 Kennestone Circle, Suite 600, Marietta, Georgia 30066
-----------------------------------------------------------
(Name and Address of Agent of Service)

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as
practicable after the effective date of the Registration
Statement

It is proposed that this filing will become effective (check
appropriate box):

_______immediately upon filing pursuant to paragraph (b)
_______on (date) pursuant to paragraph (b)
_______60 days after filing pursuant to paragraph (a)
_______on (date) pursuant to paragraph (a) of Rule 485
_______75 days after filing pursuant to paragraph (a)(2)
_______on (date) pursuant to paragraph (a)(2) of Rule 485

TITLE OF SECURITIES BEING REGISTERED: Common Stock, par value
$0.0001 per share

Registrant hereby registers an indefinite number of securities
pursuant to Section 24(f) of the Investment Act of 1940.

The Registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment which
specifically states that this registration statement shall
thereafter become effective in accordance with section 8(a) of
the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Commission, acting
pursuant to said section 8(a), may determine.

- ------------------------------------------------------------------------------
<PAGE>
Please send copies of communications to:
Reinaldo Pascual, Esq.
Kilpatrick Stockton LLP
1100 Peachtree Street, Suite 2800
Atlanta, Georgia 30309-4530
-1-<PAGE>
THE HENSSLER EQUITY FUND

THE HENSSLER FUNDS

This Prospectus concisely describes the information which
investors should know before investing. Please read this
Prospectus carefully and keep it for future reference. A
Statement of Additional Information dated May ___, 1998, is
available free of charge by writing to The Henssler Funds, Inc.,
c/o Declaration Service Company, P.O. Box 844, 555 North Lane,
Suite 6160, Conshohocken, PA 19428-0844, or by telephoning
(800) __________________. The Statement of Additional
Information, which contains more detailed information about the
Fund, has been filed with the Securities and Exchange Commission
and is incorporated by reference in this Prospectus.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED ON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

------------------------

The Date of this Prospectus is May ___, 1998

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<PAGE>
PROSPECTUS SUMMARY

The Fund The Henssler Equity Fund (the "Fund")
is a portfolio of The Henssler Funds,
Inc., a no-load, open-end diversified
management investment company.

Investment Objective and The Fund's investment objective is to
Policies seek growth of capital. The Fund will
attempt to achieve its objective by
investing substantially all of its
assets (under normal circumstances, 90%
or more) in equity securities listed on
a national or foreign securities
exchange, or quoted in the National
Association of Securities Dealers
Automated Quotation ("NASDAQ") National
Market System. There can be no
assurance that the Fund will achieve
its investment objective (see page _).

Investment Adviser The Fund's investment adviser is
Henssler Asset Management, LLC (the
"Adviser"). The Adviser is a newly
organized affiliate of G.W. Henssler &
Associates, Ltd., an investment
management firm with approximately $281
million in assets under management (see
page _).

Minimum Purchase The minimum initial investment in the Fund
is generally $2,000 and the minimum subsequent
investment is $200. The minimum initial
investment for an Individual Retirement
Account ("IRA"), other tax-deferred
retirement account, including accounts
with plans administered under Sections
401(k) and 403(b) of the Internal
Revenue Code, or an account under the
Uniform Gift to Minors Act is $1,000,
with minimum subsequent investments of
$100. The Fund will waive minimum
investment requirements for any
automatic investment plan of $100 or
more per month. (see page _).

Dividends & The Fund currently intends to make one
Distributions distribution of any income and
capital gains during each calendar year
(see page _).

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<PAGE>
Redemption and Exchanges Shares of the Fund ordinarily may be
redeemed at the next determined net
asset value, without charge; however,
with certain exceptions, shareholders
will be charged a 1% redemption fee as
a percentage of the amount redeemed
upon the redemption of shares where the
redemption occurs within a six-month
period following the issuance of such
shares (see page _).

Investment Risk Because the Fund invests primarily in
common stocks, shares of the Fund will
be subject to market risk, i.e., the
possibility that stock prices could
decline over short or even extended
periods. The stock market tends to be
cyclical, with periods when the prices
of stocks generally rise and periods
when they generally decline.
Historically, the market has been
characterized by volatility in the
short run and growth in the long run
(see page _).

Administration Declaration Service Company is the
Fund's Transfer Agent (see page _) and
Declaration Distributors, Inc. is the
Fund's Distributor (see page _). Star
Bank, N.A. is the Custodian of the
Fund's assets (see page _).

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<PAGE>
FEE TABLE

SHAREHOLDER TRANSACTION EXPENSES:

Redemption Fees (as a percentage of amount redeemed) 1.00%<F1>

ANNUAL FUND OPERATING EXPENSES (as a percentage of average net assets):

Management Fees 0.50%
----
Other Expenses <F2><F3> 0.70%
----
Total Operating Expenses<F4><F5> 1.20%
=====

The Fund does not assess any 12b-1 Fees. The following example
is designed to assist prospective shareholders in understanding
the various costs and expenses of the Fund that reduce the amount
of income available for distribution to shareholders:

EXAMPLE:
1 Year 3 Years
------ -------

You would pay the following expenses on a
$1,000 investment assuming (1) 5% annual
return, and (2) redemption at the end of
each time period: $12 $38

NOTE: The figures shown in the example are entirely hypothetical.
They are not necessarily indicative of past or future performance
or expenses. Actual performance and/or expenses may be greater
or less than the example.

____________________
[FN]
<F1> The redemption fee is charged upon any redemption of Fund shares
occurring within a six-month period following the issuance of such shares.
For complete information about the redemption fee, see "How to Redeem."

<F2> Based on estimates for the current fiscal year. See "Management
of the Fund" for additional information regarding fees.

<F3> Redemption proceeds wired to a designated account at a shareholder's
request for amounts less than $10,000 will be reduced by a wire redemption
fee (currently $10.00). Certain institutional clients will not be charged
this wire redemption fee.

<F4> If you purchase or sell Fund shares through a discount brokerage firm
or other financial institution, there may be fees or commissions charged by
them for shareholder transactions.

<F5> The Adviser has voluntarily agreed to limit Total Operating Expenses
of the Fund to ensure that the Fund's expenses do not exceed the designated
maximum amount shown above. See "Management of the Fund."
</FN>
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INVESTMENT OBJECTIVES, POLICIES, AND RISKS

The Fund is a portfolio of The Henssler Funds, Inc.
("Henssler"), a no load, open-end diversified management
investment company incorporated under the laws of the State of
Maryland on February 12, 1998. The Fund's investment objective
is to seek growth of capital. The Fund seeks to achieve its
objective by investing substantially all of its assets in
securities listed on a national or foreign securities exchange or
quoted in the National Association of Securities Dealers
Automated Quotation ("NASDAQ") National Market System.

Set forth below is further information regarding the Fund's
investment strategy. The investment objective may not be changed
without shareholder approval. No assurance can be given that the
Fund will achieve its objective.

THE FUND'S INVESTMENT STRATEGY. The Fund's investment strategy
is to emphasize long term capital appreciation and safety of
principal. The Fund does not attempt to "time" the market, but
rather purchases securities in the best companies the Fund's
investment adviser, Henssler Asset Management, LLC (the
"Adviser"), can identify, and holds these securities until the
fundamentals of the business change or other opportunities
present themselves. The Fund believes that its focus on the
fundamentals of the businesses it invests in results in the
purchase of above-average, high-quality securities with strong
growth potential.

The Fund seeks to invest in companies with undervalued
assets, strong balance sheet characteristics and financial
foundations, high earnings expectations, quality management and
potential for future growth. Factors deemed important by the
Adviser in selecting securities of such companies include, but
are not limited to, price, price history, and price-to-earnings
ratio. The Fund's investments may include small, medium, or large
capitalization companies, and a typical initial purchase of an
issuer's securities may involve one to five percent (1-5%) of the
Fund's total assets.

Under normal circumstances, the Fund anticipates that over
90% of its assets will be invested in a portfolio of common
stocks. Any assets not invested in equity securities will be
invested in cash and cash equivalents, U.S. Government
securities, money market instruments, and certain other fixed
income securities to meet the Fund's liquidity needs and may be so
invested, in extraordinary circumstances, to attempt to protect
against significant down cycles in the stock market. The Fund
may invest in securities of other investment companies,
subject to the limits and restrictions contained in, and the
rules and regulations promulgated under, the Investment Company
Act of 1940.

The Fund is diversified, which means that as to at least 75%
of its assets, it will not invest more than 5% in a particular
stock. The Fund will not invest more than 25% of its assets in a

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<PAGE>
particular industry sector. The Fund will not purchase
securities on margin, but it may obtain such short-term
credit from banks as may be necessary for the clearance of
purchases and sales of securities.

INVESTMENTS IN COMMON STOCK. Because the Fund invests primarily
in common stocks, shares of the Fund will be subject to market
risk, i.e., the possibility that stock prices could decline over
short or even extended periods. The stock market tends to be
cyclical, with periods when the prices of stocks generally rise
and periods when they generally decline. Historically, the
market has been characterized by volatility in the short run and
growth in the long run.

The Fund is intended to be a long-term investment vehicle and
should not be used to meet short-term needs.

INVESTMENTS IN SMALL COMPANIES. Although the Fund invests in
companies of all sizes, there may be times when the Fund is
invested in small companies. Smaller growth companies may offer
greater potential for capital appreciation than larger companies,
particularly because they often have new products, methods or
technologies, or may respond to changes in industry conditions
due to regulatory or other developments more rapidly than their
larger competitors. In addition, because they may be followed by
fewer stock analysts and less information may be available on
which to base stock price evaluations, the market may overlook
favorable trends in particular smaller growth companies, and then
adjust its valuation more quickly once investor interest
increases. Smaller growth companies may also be more subject to
a valuation catalyst (such as acquisition or disposition efforts
or changes in management) than larger companies.

On the other hand, the smaller companies in which the Fund
may invest may have relatively small revenues or market share for
their products or services, their businesses may be limited to
regional markets, or they may provide goods or services for a
limited market. For example, they may be developing or marketing
new products or services for which markets are not yet
established and may never become established or may have or
develop only a regional market for product or services and thus
be affected by local or regional market conditions. In addition,
small companies may lack depth of management or they may be
unable to generate funds necessary for growth or potential
development, either internally or through external financing on
favorable terms. Such companies may also be insignificant in
their industries and become subject to intense competition from
larger companies.

Due to these and other factors, small companies may suffer
significant losses or realize substantial growth; therefore,
investments in such companies tend to be volatile and are more
speculative.

INVESTMENTS IN SECTORS. Although the Fund anticipates that,
under normal circumstances, its investments will be diversified
across all equity market sectors, the Fund is permitted to invest

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up to 25% of its assets in a particular industry sector.
Sector markets, like the national economy as a whole, tend to
be cyclical. Significant product development or regulatory
change in a particular sector may rapidly result in a
substantial upswing in that sector's sales and profits and
corresponding increases in the stock prices of the sector's
companies. By investing a substantial percentage of the Fund's
assets in a particular sector, the Adviser attempts to capitalize
on the strength of that sector and the growth of that industry in
relation to other sectors of the overall economy.

On the other hand, investments in a particular sector are
also volatile in response to unanticipated negative changes in
the sector's economy. For example, unexpected declines in
demand, regulatory changes, or shortages of materials, skilled
employees or growth capital may negatively affect an industry
sector without affecting the overall economy. If the Fund is
substantially invested in a particular sector which experiences
an unanticipated decline, the Fund's performance may suffer
accordingly.

INVESTMENTS IN FOREIGN SECURITIES. The Fund may invest up to 20%
of its assets in equity securities that are issued by foreign
issuers and are traded in the United States. These securities
must be issued by foreign companies that comply with U.S.
standards. The Fund may also invest in American Depository
Receipts ("ADRs"). ADRs are receipts typically issued by a U.S.
bank or trust company which show ownership of underlying
securities of foreign corporations. By investing in these
securities the Adviser would attempt to take advantage of differences
between economic trends and the performance of securities markets
in various countries.

Investing in foreign securities involves risks and
opportunities not typically associated with investing in U.S.
securities. The following considerations must be taken into
account: fluctuations in exchange rates of foreign currency;
possible implementation of exchange control regulations or
currency restrictions that would prevent cash from being brought
back to the U.S.; lack of uniform accounting, auditing and
financial reporting standards; lack of uniform settlement periods
and trading practices; less liquidity and frequently greater
price volatility in foreign markets than in the U.S.; possible
expropriation or nationalization of assets; and a possible
imposition of foreign taxes. Furthermore, the U.S. government
has from time to time in the past imposed restrictions on foreign
investments by U.S. investors.

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<PAGE>
deems change appropriate and in the best interest of the Fund's
shareholders, the relatively low turnover rate anticipated in the
Fund may benefit the Fund and its shareholders in the form of lower
capital expenses and lower taxable distributions.

INVESTMENT IN FIXED INCOME SECURITIES. Under normal
circumstances, the Fund anticipates that substantially all of its
assets (ordinarily 90% or more) will be invested in equity
securities. Any assets not invested in equity securities will be
invested in cash and certain cash equivalents, money market
instruments, U.S. Government securities and certain other fixed
income securities for liquidity needs or may be so invested, in
extraordinary circumstances, as a defensive position due to
uncertainties in the stock market. The Fund will limit its
investments in corporate bonds and notes to those which are considered
investment grade (generally, bonds and notes that have received a
rating from Standard & Poor's Corporation of "BBB" or better or
from Moody's Investors Service, Inc. of "Baa" or better) at the
time of their purchase. For further information regarding the
Fund's fixed income investments, see "Investment Objectives,
Policies, and Risks - Investment in Fixed Income Securities" in
the Statement of Additional Information. For further information
regarding Standard & Poor's and Moody's ratings for corporate
bonds and notes, see Appendix A to the Statement of Additional
Information.

MANAGEMENT OF THE FUND

BOARD OF DIRECTORS. The Fund is governed by a Board of Directors
which is responsible for protecting the interests of the Fund's
shareholders. The members of the Board of Directors are
experienced executives who meet throughout the year to oversee
the Fund's activities, review the Fund's contractual
relationships with service providers, and review the performance
of the Fund. A majority of the Fund's directors are not
affiliated with the Adviser. For information regarding the
individual members of the Fund's Board of Directors, see
"Management of the Fund" in the Statement of Additional
Information.

MANAGEMENT AGREEMENTS. Henssler Asset Management, LLC (the
"Adviser") has entered into an Investment Advisory Agreement (the
"Advisory Agreement") with the Fund to provide investment
management services to the Fund. In addition, the Adviser has
entered into an Operating Services Agreement (the "Services
Agreement") with the Fund to provide virtually all day-to-day
operational services to the Fund. As is further explained below,
the combined effect of the Advisory Agreement and the Services
Agreement is to place a cap or ceiling on the Fund's ordinary
operating expenses at 1.20% of daily net asset value of the Fund,
excepting brokerage, interest, taxes, litigation, and other
extraordinary expenses.

The Adviser was organized in February 1998 by its only
owners, Gene W. Henssler, Ph.D., and Patricia T. Henssler.
The Adviser is an affiliate of G.W. Henssler & Associates, Ltd.
("Henssler & Associates"), an investment manager wholly-owned by

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<PAGE>
Dr. Henssler which has provided investment advisory services to
corporations, individual investors, and institutional investors
since its inception in 1987. Henssler & Associates has
approximately $281 million currently under management. The
Adviser's offices are located at 1279 Kennestone Circle, Suite
600, Marietta, Georgia 30066.

INVESTMENT ADVISORY AGREEMENT. Under the terms of the Advisory
Agreement, the Adviser, subject to the supervision of the Board
of Directors, will manage the investment operations of the Fund
in accordance with the Fund's investment policies. In
consideration of the Adviser's investment advisory services, the
Fund will pay to the Adviser on the last day of each month a fee
equal to 0.50% of average net asset value of the Fund, such fee
to be computed daily based upon the net asset value of the Fund.

Portfolio Managers
- ------------------

Management of the Fund will be conducted by a team of portfolio
managers including Dr. Henssler, and Ted L. Parrish (the
"Management Team"). The Fund's Management Team is supported
by a group of research analysts and other members of the Fund's
investment staff.

Dr. Henssler has worked in investment management and financial
analysis for over 25 years, the last 11 years as the sole
shareholder and a principal of Henssler & Associates. Before
organizing Henssler & Associates, Dr. Henssler was a Professor of
Finance at Kennesaw State University for 10 years. Dr. Henssler
earned his MBA and Ph.D. in Finance from the University of
Michigan in 1965 and 1971, respectively.

Mr. Parrish has worked in investment management and financial
analysis for 3 years. He earned his BBA from Kennesaw State
University in 1995, and holds a Series 7 license. Mr. Parrish is
a Level I Chartered Financial Analyst candidate.

OPERATING SERVICES AGREEMENT. Under the terms of the Services
Agreement, the Adviser, subject to the supervision of the Board
of Directors, will provide day-to-day operational services to the
Fund including, but not limited to, providing or arranging to
provide accounting, administrative, legal (except litigation),
dividend disbursing, transfer agent, registrar, custodial,
distribution, shareholder reporting, sub-accounting and
recordkeeping services. The Services Agreement provides that the
Adviser pays all fees and expenses associated with these and
other functions, including, but not limited to, expenses of legal
compliance, shareholder communications, and meetings of the
shareholders and the Board of Directors. In consideration of the
Adviser's services under the Services Agreement, the Fund will
pay to the Adviser on the last day of each month a fee equal to
0.70% of average net asset value of the Fund, such fee to be
computed daily based upon the net asset value of the Fund.

-9-<PAGE>

PERFORMANCE INFORMATION

From time to time, the Fund may make available certain
information about its performance. This information may include
calculations regarding the total return on an investment in the
Fund ("Total Return"). Total Return is measured by comparing the
value of an investment in the Fund at the beginning of the
relevant period to the redemption value of the investment at the
end of the period (assuming reinvestment of any dividends or
capital gains distributions). When the Fund makes available its
Total Return, it will be calculated on an annualized basis for
specified periods of time, and may be calculated for the period
since the start of the Fund's operations. Any performance
information made available by the Fund, including Total Return,
is based on the Fund's historical record and is not intended to
indicate future performance.

The Management Team also manages accounts for the Adviser's
affiliate, Henssler & Associates, and portions of these accounts
have substantially similar investment objectives as the Fund.
Beginning December 31, 1993, Henssler & Associates created
a model equity portfolio (the "Model Portfolio") to assist in the
management of the equity portions of Henssler & Associates' client
portfolios. The original Model Portfolio included one share of
each stock that Henssler & Associates recommended to its clients
to buy or hold on December 31, 1993. As Henssler & Associates'
recommendations have changed, the Model Portfolio has changed
appropriately (i.e., when a stock is added to the recommended
list, one share is "purchased" in the Model Portfolio, and when a
stock is removed from the list, one share is "sold"). The Model
Portfolio represents ten basic industry categories, and is not
modeled on any particular index.

Henssler & Associates does not actually purchase or sell the
stocks in the Model Portfolio, but Henssler & Associates manages
the Model Portfolio as if such transactions take place, and uses
the Model Portfolio to make recommendations for the equity
portions of client portfolios. As each clients' investment needs
and goals are addressed individually, stocks added or removed
from the Model Portfolio at a given time are not simultaneously
purchased and sold for each client; however, over time clients'
equity holdings tend to resemble the Model Portfolio.
Accordingly, the Model Portfolio provides a substantially
accurate representation of how the Management Team manages the
equity portions of Henssler & Associates' clients' portfolios in
the aggregate and how the Management Team will manage the Fund.

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Set forth below are the average annual returns for the Model
Portfolio through December 31, 1997, which results have been
adjusted to take into account the Fund's total operating expenses
as if they had been incurred by the Model Portfolio:

1 Year 3 Years 4 Years (since inception)
------ ------- -------------------------

35.54% 28.77% 23.36%

NOTE: THE PERFORMANCE OF THE MODEL PORTFOLIO DOES NOT REPRESENT
THE HISTORICAL PERFORMANCE OF THE FUND AND IS NOT INDICATIVE OF
THE FUND'S FUTURE PERFORMANCE. THE MODEL PORTFOLIO MAY NOT
INCLUDE CERTAIN EXPENSES, INCLUDING BROKERAGE, NOR BE SUBJECT TO
CERTAIN LIQUIDITY CONCERNS OR INVESTMENT LIMITATIONS,
DIVERSIFICATION REQUIREMENTS, AND OTHER RESTRICTIONS IMPOSED
DIRECTLY OR INDIRECTLY BY THE INVESTMENT COMPANY ACT OF 1940 AND
THE INTERNAL REVENUE CODE, WHICH, IF APPLICABLE, MAY HAVE
ADVERSELY AFFECTED THE PERFORMANCE RESULTS OF THE MODEL
PORTFOLIO. IN SPITE OF THE FOREGOING AND THE FACT THAT PAST
PERFORMANCE IS NEVER NECESSARILY INDICATIVE OF FUTURE RESULTS,
INVESTORS MAY CONSIDER INFORMATION REGARDING THE MODEL PORTFOLIO
RELEVANT IN DECIDING WHETHER TO BECOME AN INVESTOR IN THE FUND.

HOW TO BUY SHARES

Shares of the Fund are continuously offered at net asset
value, and the Fund does not impose any sales charges on
purchases of Fund shares. The minimum initial investment in
the Fund is generally $2,000 and the minimum subsequent investment
is $200. The minimum initial investment for an Individual
Retirement Account ("IRA"), other tax-deferred retirement
account, including accounts with plans administered under
Sections 401(k) and 403(b) of the Internal Revenue Code, or
an account under the Uniform Gift to Minors Act is $1,000,
with minimum subsequent investments of $100. The Fund will waive
minimum investment requirements for any automatic investment plan
of $100 or more per month.

Orders for the purchase of shares of the Fund are executed
at their next determined net asset value after receipt by the
Fund's transfer agent, Declaration Service Company (the "Transfer
Agent"), and the shares will be eligible to receive dividends the
day they are purchased. For further information regarding net
asset value, see "Additional Information-Determination of Net
Asset Value." The Fund reserves the right to reject any order
for the purchase of its shares in whole or in part.

For initial and subsequent investments, shares of the Fund
may be purchased by sending a check payable to "The Henssler
Equity Fund," together with a completed Application to:

Regular Mail: For Overnight Delivery:

The Henssler Equity Fund The Henssler Equity Fund
c/o Declaration Service Company c/o Declaration Service Company
P.O. Box 844 555 North Lane, Suite 6160
Conshohocken, PA 19428-0844 Conshohocken, PA 19428-0844

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Shareholders should be aware that purchases and redemptions
mailed to the Fund at its address in Georgia will not be effected
until received by the Transfer Agent at the address listed above.
Investments in the Fund may also be made through brokerage firms
and institutions. However, investors who place their orders
through a broker-dealer may be charged a fee for the broker-
dealer's services. No such charge will be paid by an investor
who purchases Fund shares directly from the Fund as described
above.

INDIVIDUAL RETIREMENT ACCOUNTS. If you are interested in investing
your Individual Retirement Account ("IRA") or Roth IRA in the Fund,
you may establish an IRA, IRA Rollover Account, Roth IRA, or Roth
IRA Rollover Account in the Fund. Please call the Fund at (800
__________ to request an IRA investment package.
You may also call a broker-dealer for more information regarding the
establishment of an IRA account in the Fund.

AUTOMATIC INVESTMENT PLANS. If you are interested in setting up
an Automatic Investment Plan to invest a specific amount of money
in the Fund on a regular basis, you may complete the appropriate
section of the Account Application to authorize the Transfer
Agent to automatically debit your bank account accordingly.
Debits must be made in amounts of $100 or more and may be made
once per month on the 15th or last business day of the month. If
the 15th falls on a weekend or holiday, the account will be
debited on the previous business day. Requests to modify or
discontinue an Automatic Investment Plan must be received in
writing fifteen (15) days prior to the next scheduled debit date.
Please call the Fund at (____) ___________ to inquire about the
Automatic Investment Plan.

TELEPHONE PURCHASERS BY SECURITIES FIRMS. Member firms of the
NASD may telephone Declaration Service Company at (800 __________
and place purchase orders on behalf of investors who carry their
Fund investments through the member's account with the Fund. By
electing telephone purchase privileges, NASD member firms, on
behalf of themselves and their clients, agree that neither the
Fund, the Distributor nor the Transfer Agent shall be liable for
following instructions communicated by telephone and reasonably
believed to be genuine. The Fund and its agents provide written
confirmations of transactions initiated by telephone as a
procedure designed to confirm that telephone instructions are
genuine. In addition, all telephone transactions with the
Transfer Agent are recorded. As a result of these and other
policies, the NASD member firms may bear the risk of any loss in
the event of such a transaction. However, if the Transfer Agent
or the Fund fails to employ this and other established
procedures, the Transfer Agent or the Fund may be liable. The
Fund reserves the right to modify or terminate these telephone
privileges at any time.

WRITTEN SHAREHOLDER INQUIRIES. Written shareholder
inquiries may be directed to the Fund's Transfer Agent at The
Henssler Equity Fund, c/o Declaration Service Company, P.O.
Box 844, Conshohocken, PA 19428-0844, or by telephone by
calling 1-800-__________.

HOW TO REDEEM

REDEMPTION FEES. Shareholders may request redemption of their
shares at any time by mail or telephone as provided below. In
order to discourage short-term trading, shareholders will be
charged a 1% redemption fee upon the redemption of Fund shares
where the redemption occurs within a six-month period following
the issuance of such shares. The redemption fee will be deducted
from redemption proceeds and retained by the Fund for the benefit
of the Fund's remaining shareholders. The redemption fee will
not be paid to the Adviser.

No redemption fee will be charged upon the redemption of
Fund shares acquired through reinvestment of dividends or
distributions, and the Fund reserves the right to waive the
redemption fee for omnibus accounts and investments by the Fund's
employees, certain financial planners, plans administered under
Section 401(k) and 403(b) of the Internal Revenue Code and
certain other investors in the Fund. In determining whether the
redemption fee is payable and, if so, the amount of such fee, it

-12-
<PAGE>
will be assumed that shares held the longest period of time by a
shareholder will be the first to be redeemed. This redemption
fee may be waived, modified or discontinued at any time or from
time to time.

Shareholders who redeem their shares through a broker-dealer
may be charged a fee for the broker-dealer's services.

REDEMPTION BY MAIL OR TELEPHONE. Shares may be redeemed in
writing or by telephone. If the shareholder is a corporation,
partnership, agent, fiduciary or surviving joint owner,
additional documentation of a customary nature may be required.
Shares are redeemed at their next determined net asset value
after a redemption request in good order has been received by the
Transfer Agent. A request is deemed to be in good order if it
has been signed by the account holder and is accompanied, where
necessary, by a signature guarantee. Redemption proceeds will be
mailed or wired to the redeeming shareholder within seven days,
except where those shares have recently been purchased by
personal check. In those cases, redemption proceeds may be
withheld until the check has been collected, which may take up to
fifteen days. To avoid such withholding, investors should
purchase shares by certified or bank check.

To redeem shares in writing, submit a written redemption
request directly to the Transfer Agent at the following address:

Regular Mail: For Overnight Delivery:

Shares may also be redeemed by telephone by calling toll-free 1-
800-________. The Fund, through the Transfer Agent, has
established procedures designed to confirm the authenticity of
telephonic instructions, which procedures include requiring
callers to establish their personal identity and limiting the
mailing of telephone redemption proceeds to the address or bank
account set forth on the Account Application. Investors should
understand that neither the Fund nor the Transfer Agent will be
liable for acting upon instructions communicated by telephone
that it reasonably believes to be genuine.

Redemption proceeds wired to a designated account at a
shareholder's request for amounts less than $10,000 will be
reduced by a wire transfer fee (currently $10.00). Certain
institutional clients will not be charged this wire redemption
fee. Changes to the designated address or bank account must be
made in writing and may be required to be accompanied by a
signature guarantee from an eligible guarantor.

The Fund reserves the right to redeem, at net asset value,
the shares of any shareholder if, because of redemptions by the
shareholder, the account of such shareholder has a value of less
than $1,000. Before the Fund exercises its right to redeem such
shares, the shareholder will be given written notice of the

-13-<PAGE>
proposed redemption and will be allowed 90 days to make an
additional investment in an amount which will increase the value
of the account to at least $1,000.

DIVIDENDS, DISTRIBUTIONS AND TAXES

DIVIDENDS AND DISTRIBUTIONS. The Fund intends to distribute all
of its net investment income and net realized long and short-term
capital gains to its shareholders at least annually. Generally,
the Fund makes one distribution of net investment income dividend
payments and capital gains distributions during May of each year.

Unless specific instructions are noted in the Application or
given to the Distributor, all dividend and capital gain
distributions will automatically be reinvested in additional
shares of the Fund. Shareholders may elect on the Application to
receive dividend or capital gain distributions in cash. In
either case, dividend and capital gain distributions are taxable
as discussed below.

TAXES. Dividends paid by the Fund from its ordinary income and
distributions of the Fund's net realized short-term capital gains
are taxable to non-tax-exempt investors as ordinary income.
Distributions made from the Fund's net realized long-term capital
gains are taxable to shareholders as long-term capital gains
regardless of how long the shareholder has owned Fund shares.
The Fund will provide its shareholders with a written notice as
to the amounts of any dividends or capital gains distributions no
later than 30 days after December 31 of each year. If you redeem
your Fund shares you will have a short or long-term capital gain
or loss depending upon the amount of time you owned the shares.

Shareholders are urged to consult their tax Advisers as to
the particular tax consequences of the acquisition, ownership and
disposition of shares of the Fund, including the application of
state, local, and foreign tax laws and possible future changes in
federal tax laws. Foreign investors should consider applicable
foreign taxes in their evaluation of an investment in the Fund.

THE DISTRIBUTOR

The Adviser has entered into a Distribution Agreement on
behalf of the Fund with Declaration Distributors, Inc. (the
"Distributor"). The Distributor acts as the Fund's agent once
the orders are received from investors. The Distributor's main
office is located at 555 North Lane, Suite 6160, Conshohocken, PA
19428.

For further information regarding the Distribution
Agreement, see "Distribution Agreement" in the Statement of
Additional Information.

ADDITIONAL INFORMATION

-14-<PAGE>
DETERMINATION OF NET ASSET VALUE. The net asset value of the
shares of the Fund is determined once daily as of 4:00 p.m.
(Eastern Standard Time) every day the New York Stock Exchange is
open for trading. The Fund will also determine its net asset
value once daily every day there is sufficient trading in its
portfolio of securities that the net asset value might be
materially affected.

The price of each holding in the Fund's portfolio is based
on the closing price. However, if a holding did not trade that
day, the last bid price is used for a value instead. The net
asset value per share is computed by dividing the sum of the
value of the securities held by the Fund plus any cash or other
assets (including interest and dividends accrued but not yet
received) minus all liabilities (including accrued expenses) by
the total number of shares outstanding at such time, rounded to
the nearest cent. Expenses, including the management fee payable
to the Adviser, are accrued daily.

Equity securities listed or traded on a national securities
exchange or quoted on the over-the-counter market are valued at
the last sale price on the day of valuation or, if no sale is
reported, at the last bid price. Valuations of fixed income
securities are supplied by independent pricing services approved
by the Fund's Board of Directors. Money market securities with a
remaining maturity of sixty (60) days or less are valued on an
amortized cost basis if their original term to maturity from the
date of purchase was sixty (60) days or less, or by amortizing
their value on the 61st day prior to maturity, if their term to
maturity for the date of purchase exceeded 60 days, unless the
Board of Directors determines that such valuation does not
represent fair value. Other assets and securities for which
market quotations are not readily available are valued at fair
value as determined in good faith by or under the direction of
the Fund's Board of Directors.

INVESTMENT ACCOUNT. Each shareholder has an investment account
and will receive quarterly statements from the Transfer Agent as
well as confirmation statements after each transaction showing
the cumulative activity in the account since the beginning of the
year. After the end of each year, shareholders will receive
Federal income tax information regarding dividends and capital
gains distributions. Shareholder inquiries should be made to the
Fund at the address on the front of this Prospectus.

On a semi-annual basis, the Adviser will send investors a
performance summary detailing percentages of security positions
in the Fund as well as a letter regarding the Fund's results.

THE FUND

The Fund is the only portfolio of The Henssler Funds, Inc.
("Henssler"), an open-end diversified management investment
company incorporated under the laws of the State of Maryland on
February 12, 1998.

-15-<PAGE>
The Fund's address 1279 Kennestone Circle, Suite 600,
Marietta, Georgia 30066, and its telephone number is (770) 429-
9166.

DESCRIPTION OF SHARES. Henssler has an authorized capital of
500,000,000 shares of Common Stock, par value $.0001 per share,
100,000,000 of which have been classified as shares of the Fund.
The Board of Directors may authorize and issue additional classes
of stock by classifying or reclassifying unissued stock without
stockholder approval. If liquidated, each share of Common Stock
is entitled to a pro rata portion of the particular Fund's assets
after payment of debts and expenses. Shareholders of the Fund
are entitled to one vote for each share held and fractional votes
for a fractional share held on any matter submitted to a
shareholder vote. The Company does not intend to hold a meeting
of shareholders in any year in which the Investment Company Act
of 1940 does not require shareholders to act upon one or more of
the following matters (a) election of Directors; (b) approval of
an investment Advisory agreement; (c) approval of a distribution
agreement; or (d) ratification of selection of independent
accountants. Voting rights for Directors are not cumulative.
Shares issued are fully paid and non-assessable, and have no
preemptive or conversion rights.

INDEMNIFICATION OF OFFICERS AND DIRECTORS. Henssler has elected
to indemnify its directors and officers to the maximum extent
permitted under the Maryland General Corporation Law and the
Investment Company Act of 1940. Accordingly, a director or
officer of Henssler will not be liable to the Fund or its
shareholders for monetary damages, except in the case of willful
misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of his office. See the
Articles of Incorporation and Bylaws on file with the Securities
and Exchange Commission for the full text of these provisions.

-16-
<PAGE>
Adviser
- -------

Henssler Asset Management, LLC
1279 Kennestone Circle, Suite 600
Marietta, Georgia 30066

Distributor
- -----------

Declaration Distributors, Inc.
555 North Lane, Suite 6160
Conshohocken, PA 19428

Custodian
- ---------

Star Bank, N.A.
Star Bank Center
425 Walnut Street
Cincinnati, Ohio 45202

Transfer, Redemption, and Dividend Disbursing Agent
- ---------------------------------------------------

Declaration Service Company
555 North Lane, Suite 6160
Conshohocken, PA 19428

Independent Accountants
- -----------------------

McCurdy & Associates CPA's, Inc.
27955 Clemens Road
Westlake, Ohio 44145

Legal Counsel
- -------------

Kilpatrick Stockton LLP
1100 Peachtree Street
Suite 2800
Atlanta, Georgia 30309

-17-

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

May ___, 1998

THE HENSSLER EQUITY FUND
OF
THE HENSSLER FUNDS, INC.
1279 Kennestone Circle, Suite 600
Marietta, Georgia 30066
Telephone No. (770) 429-9166

_______________

The Henssler Equity Fund is a portfolio of The Henssler
Funds, Inc. ("Henssler"), a no-load, open-end diversified
management investment company. The investment objective is to
seek growth of capital. The Fund seeks to achieve its objective
by investing in securities listed on a national or foreign
securities exchange or quoted in the National Association of
Securities Dealers Automated Quotation ("NASDAQ") National Market
System.

This Statement of Additional Information of Henssler is not
a prospectus and should be read in conjunction with Henssler's
Prospectus, dated May ___, 1998 (the "Prospectus"), which has
been filed with the Securities and Exchange Commission and is
available free of charge by writing to The Henssler Funds, Inc.
c/o Declaration Service Company, P.O. Box 844, Conshohocken, PA
19428-0844, or by telephoning (800) ___________. This
Statement of Additional Information has been incorporated by
reference into the Prospectus.

B-1
<PAGE>
TABLE OF CONTENTS

Page No.
--------

THE FUND . . . . . . . . . . . . . . . . . . . . . . . . . . 4

INVESTMENT OBJECTIVES, POLICIES AND RISK CONSIDERATIONS . . . 4

Investments in Common Stock. . . . . . . . . . . . . . . 4
Investments in Small Companies . . . . . . . . . . . . . 4
Investments in Sectors . . . . . . . . . . . . . . . . . 5
Investments in Foreign Securities. . . . . . . . . . . . 5
Low Portfolio Turnover . . . . . . . . . . . . . . . . . 6
Investment in Fixed Income Securities. . . . . . . . . . 6
Repurchase Agreements. . . . . . . . . . . . . . . . . . 7

INVESTMENT RESTRICTIONS . . . . . . . . . . . . . . . . . . . 7

MANAGEMENT OF THE FUND . . . . . . . . . . . . . . . . . . . 9

ADVISORY AND ADMINISTRATION ARRANGEMENTS . . . . . . . . . . 11

Advisory and Operational Service Agreements . . . . . . 11
Duration and Termination. . . . . . . . . . . . . . . . 12

PORTFOLIO TRANSACTIONS AND BROKERAGE ALLOCATION. . . . . . . 12

General . . . . . . . . . . . . . . . . . . . . . . . . 12
Research Services . . . . . . . . . . . . . . . . . . . 12
Over-the-Counter Transactions . . . . . . . . . . . . . 13
Political Conflicts . . . . . . . . . . . . . . . . . . 13

DETERMINATION OF NET ASSET VALUE . . . . . . . . . . . . . . 13

PURCHASE OF SHARES . . . . . . . . . . . . . . . . . . . . . 14

Purchase by Exchange of Securities. . . . . . . . . . . 14

THE DISTRIBUTOR. . . . . . . . . . . . . . . . . . . . . . . 15

REDEMPTION OF SHARES . . . . . . . . . . . . . . . . . . . . 15

SHAREHOLDER SERVICES . . . . . . . . . . . . . . . . . . . . 16

Investment Account . . . . . . . . . . . . . . . . . . 16
Reinvestment of Dividends and Capital
Gains Distribution . . . . . . . . . . . . . . . . . 16

B-2<PAGE>
DIVIDENDS, DISTRIBUTIONS AND TAXES . . . . . . . . . . . . . 17

Dividends and Distributions . . . . . . . . . . . . . . 17
Taxes . . . . . . . . . . . . . . . . . . . . . . . . . 17

PERFORMANCE INFORMATION. . . . . . . . . . . . . . . . . . . 18

FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . 19

GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . 20

Description of Shares . . . . . . . . . . . . . . . . . 20
Principal Shareholders . . . . . . . . . . . . . . . . 20
Independent Accountants . . . . . . . . . . . . . . . . 20
Custodian . . . . . . . . . . . . . . . . . . . . . . . 20
Transfer, Redemption, And Dividend Disbursing Agent . . 20
Legal Counsel . . . . . . . . . . . . . . . . . . . . . 21
Reports To Shareholders . . . . . . . . . . . . . . . . 21
Additional Information . . . . . . . . . . . . . . . . 21

B-3
<PAGE>
THE FUND

The Henssler Equity Fund (the "Fund") is the only portfolio of The
Henssler Funds, Inc. ("Henssler"), a newly organized no-load, open-end
diversified management investment company incorporated under the laws of
the State of Maryland on February 12, 1998.

Henssler's address is 1279 Kennestone Circle, Suite 600, Marietta,
Georgia 30066, and its telephone number is (770) 429-9166.

INVESTMENT OBJECTIVES, POLICIES AND RISK CONSIDERATIONS

Reference is made to "Investment Objectives, Policies and Risks" in
the Prospectus for a discussion of the investment strategy, objectives,
policies and risks of the Fund. Set forth below is certain further
information relating to the Fund generally.

INVESTMENTS IN COMMON STOCK. Because the Fund invests primarily in
common stocks, shares of the Fund will be subject to market risk, i.e.,
the possibility that stock prices could decline over short or even
extended periods. The stock market tends to be cyclical, with periods
when the prices of stocks generally rise and periods when they generally
decline. Historically, the market has been characterized by volatility
in the short run and growth in the long run.

The Fund is intended to be a long-term investment vehicle and should
not be used to meet short-term needs.

INVESTMENTS IN SMALL COMPANIES. Although the Fund invests in companies
of all sizes, there may be times when the Fund is significantly invested
in small companies. Smaller growth companies may offer greater potential
for capital appreciation than larger companies, particularly because they
often have new products, methods or technologies, or may respond to
changes in industry conditions due to regulatory or other developments
more rapidly than their larger competitors. In addition, because they
may be followed by fewer stock analysts and less information may be
available on which to base stock price evaluations, the market may
overlook favorable trends in particular smaller growth companies, and
then adjust its valuation more quickly once investor interest increases.
Smaller growth companies may also be more subject to a valuation catalyst
(such as acquisition or disposition efforts or changes in management)
than larger companies.

On the other hand, the smaller companies in which the Fund may
invest may have relatively small revenues or market share for their
products or services, their businesses may be limited to regional

B-4<PAGE>
markets, or they may provide goods or services for a limited market. For
example, they may be developing or marketing new products or services for
which markets are not yet established and may never become established or
may have or develop only a regional market for product or services and
thus be affected by local or regional market conditions. In addition,
small companies may lack depth of management or they may be unable to
generate funds necessary for growth or potential development, either
internally or through external financing on favorable terms. Such
companies may also be insignificant in their industries and become
subject to intense competition from larger companies.

Due to these and other factors, small companies may suffer
significant losses or realize substantial growth; therefore, investments
in such companies tend to be volatile and are more speculative.

INVESTMENTS IN SECTORS. Although the Fund anticipates that, under normal
circumstances, its investments will be diversified across all equity
market sectors, the Fund is permitted to invest up to 25% of its assets
in a particular industry sector. Sector markets, like the national
economy as a whole, tend to be cyclical. Significant product
development or regulatory change in a particular sector may rapidly
result in a substantial upswing in that sector's sales and profits
and corresponding increases in the stock prices of the sector's
companies. By investing a substantial percentage of the Fund's assets in
a particular sector, the Adviser will attempt to capitalize on the strength
of that sector and the growth of that industry in relation to other
sectors of the overall economy.

On the other hand, investments in a particular sector are also
volatile in response to unanticipated negative changes in the sector's
economy. For example, unexpected declines in demand, regulatory changes,
or shortages of materials, skilled employees or growth capital may
negatively affect an industry sector without affecting the overall
economy. If the Fund is substantially invested in a particular sector
which experiences an unanticipated decline, the Fund's performance may
suffer accordingly.

INVESTMENTS IN FOREIGN SECURITIES. The Adviser may invest up to 20% of
the Fund's assets in equity securities that are issued by foreign issuers
and are traded in the United States and in American Depository Receipt of
foreign companies. By doing so, the Adviser attempts to take advantage
of differences between economic trends and the performance of securities
markets in various countries. The Adviser believes that it may be
possible to obtain significant appreciation from a portfolio consisting,
in part, of foreign investments and also achieve increased
diversification. Increased diversification is gained by combining
securities from various countries that offer different investment
opportunities and are affected by different economic trends.

B-5<PAGE>
Generally, investments in securities of foreign companies, except
Canadian companies, involve greater risks than are present in domestic
investments. Canadian securities are not considered by the Adviser to
have the same risks as other nations' securities because Canadian and
U.S. companies are generally subject to similar auditing and accounting
procedures and similar governmental supervision and regulation. Also,
Canadian securities are normally more liquid than other non-U.S.
securities. Compared to U.S. and Canadian companies, there is generally
less publicly available information about foreign companies and there may
be less governmental regulation and supervision of foreign stock
exchanges, brokers and listed companies.

In addition, investing in foreign securities also involves the
following considerations comprising both risks and opportunities not
typically associated with investing in U.S. securities: fluctuations in
exchange rates of foreign currencies; possible imposition of exchange
control regulation or currency restrictions that would prevent cash from
being brought back to the U.S.; lack of uniform accounting, auditing, and
financial reporting standards; lack of uniform settlement periods and
trading practices; less liquidity and frequently greater price volatility
in foreign markets than in the U.S.; possible expropriation or
nationalization of assets; and possible imposition of foreign taxes.
Furthermore, the U.S. government has from time to time in the past
imposed restrictions, through taxation and otherwise, on foreign
investments by U.S. investors such as the Fund.

To the extent portfolio securities are denominated in foreign
currencies, the value of the assets of the Fund as measured in U.S.
dollars may be affected favorably or unfavorably by changes in foreign
currency exchange rates and exchange control regulations. Although the
Fund values its assets daily in terms of U.S. dollars, it does not intend
to convert its holdings of foreign securities into U.S. dollars on a
daily basis.

PORTFOLIO TURNOVER. Due to the Fund's long-term investment style,
the Fund anticipates that portfolio turnover will not exceed 100% per
year. Portfolio turnover results from a change of the securities held by
the Fund and involves expenses to the Fund in the form of brokerage
commissions and other transaction costs. Portfolio turnover may also
have an impact on the amount of taxable distributions to shareholders.
Although the rate of portfolio turnover will not be a limiting factor
when the Adviser deems change appropriate and in the best interest of the
Fund's shareholders, the relatively low turnover rate anticipated in the
Fund may benefit the Fund and its shareholders in the form of lower capital
expenses and lower taxable distributions.

B-6<PAGE>
bonds and notesto those which are considered investment grade (generally,
bonds and notes that have received a rating from Standard & Poor's Corporation
of "BBB" or better or from Moody's Investors Service, Inc. of "Baa" or
better) at the time of their purchase. For further information regarding
Standard & Poor's and Moody's ratings for corporate bonds and notes, see
Appendix A to this Statement of Additional Information.

The Fund's investments in fixed income securities will generally be
subject to both credit risk and market risk. Credit risk relates to the
ability of the issuer to meet interest or principal payments as they
become due. Market risk relates to the fact that market values of fixed
income securities generally will be affected by changes in the level of
interest rates. Generally, as interest rates rise, the market value of
fixed income securities will fall. Conversely, as interest rates fall,
the market value of fixed income securities will rise. In addition,
yields and market values of lower-rated securities tend to fluctuate more
than highly-rated securities. The risks of greater fluctuations in yield
and value occur because investors generally perceive issuers of lower
rated securities to be less creditworthy. Fluctuations in market value
do not affect the interest income from the securities, but are reflected
in the Fund's net asset value.

REPURCHASE AGREEMENTS. The Fund may enter into repurchase agreements
with "primary dealers" in U.S. government securities and member banks of
the Federal Reserve System which furnish collateral equal in value or
market price to at least 102% of the amount of their repurchase
obligation. In a repurchase agreement, the Fund purchases a security
from a seller which undertakes to repurchase the security at a specified
resale price on an agreed future date (ordinarily a week or less). The
resale price generally exceeds the purchase price by an amount which
reflects an agreed-upon market interest rate for the term of the
repurchase agreement. The principal risk is that, if the seller
defaults, the Fund might suffer a loss to the extent that the proceeds
from the sale of the underlying securities and other collateral held by
the Fund in connection with the related repurchase agreement are less
than the repurchase price. Repurchase agreements maturing in more than
seven days are considered by the Fund to be illiquid.

INVESTMENT RESTRICTIONS

The Fund has adopted the following restrictions and policies
relating to the investment of its assets and its activities, which are
fundamental policies and may not be changed without the approval of the
holders of a majority of the Fund's outstanding voting securities (which
for this purpose and under the Investment Company Act of 1940 means the
lesser of (i) 67% of the shares represented at a meeting at which more
than 50% of the outstanding shares are represented or (ii) more than 50%
of the outstanding shares).

B-7<PAGE>
Any investment restriction which involves a maximum percentage of
securities or assets shall not be considered to be violated unless an
excess over the percentage occurs immediately after, and is caused by, an
acquisition of securities or assets of, or borrowings by, the Fund.

The Fund may not:

1. As to 75% of its total assets, purchase securities of any one
issuer, other than those issued or guaranteed by the United States
government, its agencies or if immediately after such purchase more than
5% of the Fund's total assets would be invested in securities of such
issuer or the Fund would own 10% or more of the outstanding voting
securities of such issuer.

2. Invest 25% or more of its total assets in the securities of
issuers in any particular Standard & Poor's 500 industry sector.

3. The Fund may not issue senior securities, except as permitted
under the Investment Company Act of 1940.

4. Make investments for the purpose of exercising control or
management.

5. Purchase or sell real estate or interests in real estate,
including real estate limited partnerships; provided, however, that the
Fund may invest in securities secured by real estate or interests therein
or issued by companies, including real estate investment trusts, which
invest in real estate or interests therein.

6. Purchase or sell commodities or commodity contracts, including
future contracts.

7. Purchase any securities on margin, except that the Fund may
obtain such short-term credit as may be necessary for the clearance of
purchases and sales of portfolio securities.

8. Make loans to other persons; provided, however, that, for
purposes of this restriction, the term "loan" does not include the
purchase of an issue of publicly distributed bonds or debentures,
government obligations, certificates of deposit, bankers' acceptances or
repurchase agreements.

9. Borrow amounts in excess of 10% of its total assets, taken at
market value, and then only from banks as a temporary measure for
extraordinary or emergency purposes such as the redemption of Fund
shares.

10. Mortgage, pledge, hypothecate or in any manner transfer, as
security for indebtedness, any securities owned or held by the Fund
except as may be necessary in connection with borrowings mentioned in

B-8<PAGE>
(10) above, and then such mortgaging, pledging or hypothecating may not
exceed 10% of the Fund's total assets, taken at market value.

11. Invest more than 10% of the Fund's total assets in securities
for which there are legal or contractual restrictions on resale,
securities which are not readily marketable, securities of foreign
issuers which are not listed on a recognized domestic or foreign
securities exchange, or other illiquid securities.

12. Underwrite securities of other issuers except insofar as the
Fund may be deemed an underwriter under the Securities Act of 1933 in
selling portfolio securities.

13. Write, purchase or sell puts, calls or combinations thereof.

14. Purchase or sell interests in oil, gas or other mineral
exploration or development programs or leases; provided, however, that
the Fund may purchase or sell securities of entities which invest in such
programs.

MANAGEMENT OF THE FUND

Reference is made to "Management of the Fund" in the Prospectus.
Set forth below is further information about the Fund's management.

The Board of Directors is responsible for the overall management of
the Fund, including general supervision of its investment activities.
The officers, who administer the Fund's daily operations, are appointed
by the Board of Directors. The current Directors and principal officers
of the Fund, their addresses, and their principal occupations for the
past five years are set forth below. "Interested" directors, as defined
by the 1940 Act, are designated by an asterisk.

B-9<PAGE>
Positions Principal Occupations
Name and Address (Age) with During the Past 5 Years
Registrant
-------------------------------------------------------------------

*Gene W. Henssler (57) Director, President, G.W. Henssler
1279 Kennestone Circle President & Associates, Ltd.
Suite 600
Marietta, Georgia
30066

*Patricia T. Henssler Director, Treasurer, G.W. Henssler
(43) Executive & Associates, Ltd.;
1279 Kennestone Circle Vice Patricia T. Henssler,
Suite 600 President, CPA
Marietta, GA 30066 Treasurer,
Secretary

Kenneth M. Davies (58) Director Principal, Kenneth M.
1675 Penobscot Davies, P.C.
Building
Detroit, MI 48226

Dr. Ladd M. Kochmann Director Professor of Finance -
(53) Kennesaw State
Kennesaw State University
University
1000 Chastain Road
Kennesaw, GA 30144-
5591

Mr. James L. Brookover Director Portfolio Manager, Reams
(47) Asset Management
4725 Stonebridge Court
Columbus, IN 47201

Mr. Ted L. Parrish Vice Senior Associate, G.W.
(25) President Henssler & Associates,
1279 Kennestone Circle Ltd.
Suite 600
Marietta, GA 30066

Mr. William G. Lako, Vice Senior Associate, G.W.
Jr. (27) President Henssler & Associates,
1279 Kennestone Circle Ltd.
Suite 600
Marietta, GA 30066

Mr. Scott L. Keller Vice Associate, G.W. Henssler
(31) President & Associates, Ltd.; Vice
1279 Kennestone Circle President, The Fuji
Suite 600 Bank, Ltd.
Marietta, GA 30066

B-10<PAGE>
The Fund pays each Director who is not affiliated with the Adviser
an annual fee of $2,500 per year plus $100 per meeting attended, together
with such directors' actual out-of-pocket expenses relating to attendance
at meetings. The $2,500 annual fee is payable in four equal quarterly
installments and is paid as of the date of each quarterly Board meeting.

ADVISORY AND ADMINISTRATION ARRANGEMENTS

Reference is made to "Management of the Fund--Management
Arrangements" in the Prospectus for certain information concerning the
management and Advisory arrangements of the Fund.

ADVISORY AND OPERATIONAL SERVICE AGREEMENTS. Henssler Asset Management,
LLC (the "Adviser") has entered into an Investment Advisory Agreement
(the "Advisory Agreement") with the Fund to provide investment management
services to the Fund. In addition to the Advisory Agreement, the Adviser
has entered into an Administrative Services Agreement (the "Services
Agreement") with the Fund to provide, or make arrangements for the
provision of, virtually all day-to-day operational services to the Fund.

The Adviser is a newly organized affiliate of G.W. Henssler &
Associates, Ltd. ("Henssler & Associates"), an investment manager with
over $281 million currently under management. Henssler & Associates and
the Adviser are under the common control of Gene W. Henssler, Ph.D. a
financial analyst with over 25 years of experience in investment
management. Henssler & Associates has served as investment adviser to
numerous individual, corporate and institutional investors since its
inception in 1987. Some of the Adviser's officers also serve as officers
of Henssler & Associates.

As explained in the Prospectus, the terms of the Advisory Agreement
and the Services Agreement empower the Adviser, subject to the Board of
Directors of the Fund, to manage the Fund's assets and provide or arrange
for the provision of operational and other administrative services for
the day-to-day operation of the Fund. The combined effect of the
Advisory Agreement and the Services Agreement is to place a cap or
ceiling on the total expenses of the Fund, excepting brokerage interest,
taxes, litigation, and other extraordinary expenses, at an annual rate of
1.20% of the daily net asset value of the Fund.

The Adviser has entered into several agreements with third party
providers to provide, among other services, accounting, administrative,
dividend disbursing, transfer agent, registrar, custodial, distribution,
shareholder reporting, sub-accounting and recordkeeping services to the
Fund.

B-11<PAGE>
DURATION AND TERMINATION. Unless earlier terminated as described above,
the Advisory Agreement will remain in effect until May ___, 2000, and
thereafter from year to year if approved annually (a) by the Board of
Directors of the Fund or by a majority of the outstanding shares of
the Fund; and (b) by a majority of the Directors who are not parties
to such contract or interested persons (as defined in the Investment
Company Act of 1940) of any such party. Such contract terminates
automatically upon assignment and may be terminated without penalty
on 60 days written notice at the option of either party thereto or
by the vote of the shareholders of the Fund.

PORTFOLIO TRANSACTIONS AND BROKERAGE ALLOCATION

Subject to the policies established by the Board of Directors of the
Fund, the Adviser is responsible for the Fund's portfolio decisions, the
placing of the Fund's portfolio transactions and the negotiation of the
commissions to be paid on such transactions. In executing such
transactions, the Adviser will use its best efforts to obtain the
execution of portfolio transactions at prices which are advantageous to
the Fund and involving commission rates which are reasonable in relation
to the value of the transaction.

GENERAL. The Fund has no obligation to deal with any broker or dealer in
the execution of transactions for its portfolio securities. The Adviser
will select brokers or dealers taking into account such factors as price
(including the commission or spread), size of order, difficulty of
execution and operational facilities of the firm involved and the firm's
risk in positioning a block of securities. The Adviser will also
consider the research services which the broker or dealer has provided to
the Adviser relating to the security involved in the transaction and/or
to other securities. Consistent with the Code of Conduct of the NASD and
such other policies as the Board of Directors may determine, the Fund may
consider sales of shares of the Fund as a factor in the selection of
brokers or dealers to execute portfolio transactions for the Fund.

RESEARCH SERVICES. Under Section 28(e) of the Securities Exchange Act of
1934 and its Advisory Agreement with the Fund, the Adviser is authorized
to pay a brokerage commission in excess of that which another broker
might have charged for effecting the same transaction, in recognition of
the value of brokerage and/or research services provided by the broker.
These research and investment information services make available to the
Adviser for its analysis and consideration the views and information of
individuals and research staffs of other securities firms. These services
may be useful to the Adviser in connection with Advisory clients other
than the Fund and not all such services may be useful to the Adviser in
connection with the Fund. Although such information may be a useful
supplement to the Adviser's own investment information in rendering
services to the Fund, the value of such research and services is not
expected to reduce materially the expenses of the Adviser in the
performance of its services under the Advisory Agreement and will not
reduce the management fees payable to the Adviser by the Fund.

B-12<PAGE>
OVER-THE-COUNTER TRANSACTIONS. The Fund may invest in securities traded
in the over-the-counter market. Transactions in the over-the-counter
market are generally principal transactions with dealers and the costs of
such transactions involve dealer spreads rather than brokerage
commissions. The Fund, where possible, deals directly with the dealers
who make a market in the securities involved except in those
circumstances where better prices and execution are available elsewhere.
When a transaction involves exchange listed securities, the Adviser
considers the advisability of effecting the transaction with a broker
which is not a member of the securities exchange on which the security to
be purchased is listed (i.e., a third market transaction) or effecting
the transaction in the institutional or fourth market.

POTENTIAL CONFLICTS. The Fund may have investment objectives and
strategies similar to those of other clients of the Adviser.
Accordingly, securities held by the Fund may also be held by other
clients of the Adviser and the Adviser may find it desirable to purchase
or sell the same security for the Fund and another client of the Adviser
at the same time. Similarly, due to differing investment objectives or
strategies, the Adviser may find it desirable to purchase a security for
the Fund at the same time that the Adviser wishes to sell the security
for another of the Adviser's clients, or vice versa. In either of the
foregoing circumstances, transactions in the securities will be made,
insofar as feasible, for the Fund and the Adviser's other clients in a
manner deemed equitable to all.

DETERMINATION OF NET ASSET VALUE

The net asset value of the shares of the Fund is determined as of
4:00 P.M. on each day during which The New York Stock Exchange is open
for trading. The New York Stock Exchange is not open on New Year's Day,
Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day. The Fund
will also determine its net asset value once daily on each day (other
than a day during which no shares were tendered for redemption and no
order to purchase or sell shares was received by the Fund) in which there
is sufficient trading in its portfolio securities that the net asset
value might be materially affected. The net asset value per share is
computed by dividing the sum of the value of the securities held by the
Fund plus any cash or other assets (including interest and dividends
accrued but not yet received) minus all liabilities (including accrued
expenses) by the total number of shares outstanding at such time, rounded
to the nearest cent. Expenses, including the management fee payable to
the Adviser, are accrued daily.

Equity securities listed or traded on a national securities exchange
or quoted on the over-the-counter market are valued at the last sale
price on the day the valuation is made or, if no sale is reported, at the
last bid price. Valuations of fixed income securities are supplied by
independent pricing services approved by Henssler's Board of Directors.
Money market securities with a remaining maturity of 60 days or less are
valued on an amortized cost basis if their original term to maturity from
the date of purchase was 60 days or less, or by amortizing their value on

B-13<PAGE>
the 61st day prior to maturity, if their term to maturity from the date
of purchase exceeded 60 days, unless the Board of Directors determines
that such valuation does not represent fair value. Other assets and
securities for which market quotations are not readily available are
valued at fair value as determined in good faith by or under the
direction of Henssler's Board of Directors.

PURCHASE OF SHARES

Reference is made to "Purchase of Shares" in the Prospectus. Set
forth below is further information about the purchase of shares of the
Fund.

PURCHASE BY EXCHANGE OF SECURITIES. The Board of Directors of Henssler
has determined that it is in the best interest of the Fund to offer its
shares, in lieu of cash payment, for securities approved by the Adviser
to be purchased by the Fund. This will enable an investor to purchase
shares of the Fund by exchanging securities owned by the investor for
shares of the Fund. The Directors believe that such a transaction can
benefit the Fund by allowing it to acquire securities for its portfolio
without paying brokerage commissions. For the same reason, the
transaction may also be beneficial to investors. Securities will be
exchanged for shares of any of the Funds all in the absolute discretion
of the Adviser. Cash equivalent securities may be contributed to the
Fund in accordance with the wishes of the investor and the consent of the
Adviser. The exchange of securities in an investor's portfolio for
shares of any of the Funds is treated for federal income tax purposes as
a sale of such securities and the investor may, therefore, realize a
taxable gain or loss.

The Fund shall not enter into such transactions, however, unless the
securities to be exchanged for Fund shares are securities whose values
are readily ascertainable and are readily marketable, comply with the
investment policies of the Fund, are of the type and quality which would
normally be purchased for the Fund's portfolio, are securities which the
Fund would otherwise purchase, and are acquired for investment and not
for immediate resale. The value of the Fund's shares used to purchase
portfolio securities as stated herein will be determined at such time as
the Fund next determines its net asset value. Such securities will be
valued in accordance with the same procedure used in valuing the Fund's
portfolio securities. See "Additional Information - Determination of Net
Asset Value." If you wish to acquire the Fund's shares in exchange for
securities you should contact Declaration Service Company at the address
or telephone number shown on the back page of the Prospectus. The Board
of Directors of Henssler reserves the right to terminate this privilege
at any time.

B-14<PAGE>
THE DISTRIBUTOR

Reference is made to "The Distributor" in the Prospectus. Set forth
below is further information about the Distributor and the Distribution
Agreement.

The Adviser has entered into a Distribution Agreement on the Fund's
behalf with Declaration Distributors, Inc. (the "Distributor"). Under
the Agreement, the Distributor will provide distribution and distribution
services to the Fund in exchange for a fee to be paid by the Adviser and
reimbursement by the Adviser of the Distributor's out of pocket expenses
incurred in connection with the provision of the foregoing.

The Distribution Agreement has an initial term of one year and will
remain in effect from year to year thereafter, but only so long as such
continuance is approved at least annually by a vote of Henssler's Board
of Directors or by vote of a majority of the outstanding voting
securities of the Fund and of the Directors who, except for their
positions as Directors, are not "interested persons" of Henssler (as
defined in the Investment Company Act). In addition, in the Distribution
Agreement, either party may terminate the Distribution Agreement upon 60
days written notice to the other party. The Distribution Agreement
terminates automatically if "assigned" (as defined in the Investment
Company Act). The Distribution Agreement is subject to the same renewal
requirements and termination provisions as the Advisory Agreement
described under "Management of the Fund - Management Arrangements."

REDEMPTION OF SHARES

Reference is made to "Redemption of Shares" in the Prospectus for
certain information as to the redemption of shares of the Fund.

The right to redeem shares or to receive payment with respect to any
such redemptions may be suspended for more than seven days only for
periods during which trading on the New York Stock Exchange is restricted
as determined by the Securities and Exchange Commission or such Exchange
is closed (other than customary weekend and holiday closings), or any
period during which an emergency exists, as defined by the Securities and
Exchange Commission, as a result of which disposal of portfolio
securities or determination of the net asset value of the Fund is not
reasonably practicable, and for such other periods as the Securities and
Exchange Commission may by order permit for the protection of
shareholders of the Fund.

The Fund has made an election with the Securities and Exchange
Commission to pay in cash all redemptions requested by any shareholder of
record limited in amount during any 90-day period to the lesser of
$250,000 or 1% of the net assets of the Fund at the beginning of such
period. Such commitment is irrevocable without the prior approval of the
Securities and Exchange Commission. Redemptions in excess of the above

B-15<PAGE>
limits may be paid in whole or in part, in investment securities or in
cash, as the Board of Directors may deem advisable; however, payment will
be made wholly in cash unless the Board of Directors believes that
economic or market conditions exist which would make such a practice
detrimental to the best interests of the Fund. If redemptions are paid
in investment securities, such securities will be valued as set forth in
the Prospectus under "Additional Information - Determination of Net Asset
Value" and a redeeming shareholder would normally incur brokerage
expenses if he converted these securities to cash.

The Fund will generally first sell any cash equivalent securities it
holds to meet redemptions and, to the extent these proceeds are
insufficient to meet redemptions, the Fund will sell other portfolio
securities at the discretion of the Adviser. See "Redemption of Shares"
in the Prospectus.

The value of shares at the time of redemption may be more or less
than the shareholder's cost, depending on the market value of the
securities held by the Fund at such time.

SHAREHOLDER SERVICES

The Fund offers the following shareholder services designed to
facilitate investment in its shares.

INVESTMENT ACCOUNT. Each shareholder has an Investment Account and will
receive statements from the Fund's Transfer Agent after each transaction
showing the cumulative activity in the account since the beginning of the
year. After the end of each year, shareholders will receive federal
income tax information regarding dividends and capital gains
distributions.

REINVESTMENT OF DIVIDENDS AND CAPITAL GAINS DISTRIBUTION. Unless
specific instructions are given as to the method of payment of dividends
and capital gains distributions, dividends and distributions will
automatically be reinvested in additional shares of the Fund. Such
reinvestment will be at the net asset value of shares of the Fund,
without sales charge, as of the close of business on the ex-dividend date
of the dividend or distribution. Shareholders may elect in writing to
receive either their income dividends or capital gains distributions, or
both, in cash, in which event payment will be mailed on the payment date.

Shareholders may, at any time, notify the Transfer Agent in writing
that they no longer wish to have their dividends and/or distributions
reinvested in shares of the Funds or vice versa and, commencing ten days
after the receipt by the Transfer Agent of such notice, those
instructions will be effected.

B-16<PAGE>
DIVIDENDS, DISTRIBUTIONS AND TAXES

DIVIDENDS AND DISTRIBUTIONS. The Fund intends to distribute all of its
net investment income and net realized long- or short-term capital gains,
if any, to its shareholders annually after the close of the Fund's fiscal
year. See "Shareholder Services - Reinvestment of Dividends and Capital
Gains Distributions" for information concerning the manner in which
dividends and distributions may be automatically reinvested in shares of
the Fund. Shareholders may elect in writing to receive any such
dividends or distributions, or both, in cash. Dividends and
distributions are taxable to shareholders as discussed below whether they
are reinvested in shares of the Fund or received in cash.

TAXES. The Fund intends to elect to qualify for the special tax
treatment afforded regulated investment companies under the Internal
Revenue Code of 1986, as amended (the "Code"). If it so qualifies, the
Fund will not be subject to federal income tax on the part of its net
ordinary income and net realized capital gains which it distributes to
shareholders.

Dividends paid by the Fund from its ordinary income, and
distributions of the Fund's net realized short-term capital gains,
are taxable to no-tax-exempt investors as ordinary income. Ordinary
income dividends may be eligible for the 70% dividends received
deduction allowed to corporations under the Code, if certain
requirements are met.

Distributions made from the Fund's net realized long-term capital
gains are taxable to shareholders as long-term capital gains regardless
of the length of time the shareholder has owned Fund shares. Pursuant to
the Taxpayer Relief Act of 1977, different maximum rates of tax are
imposed on individuals, estates or trusts on various transactions giving
rise to long-term capital gain. For this purpose, long-term capital
gains are divided into three tax-rate groups: a 20% group (for capital
gains from assets held for more than 18 months), a 25% group (for certain
recaptured real property depreciation) and a 28% group (for all other
long-term capital gain). The Fund will supply information to its
shareholders to determine the appropriate tax-rate group of its long-term
capital gain distributions.

Upon redemption of Fund shares held by a non-tax-exempt investor,
such investor, generally, will realize a capital gain or loss equal to
the difference between the redemption price received by the investor and
the adjusted basis of the shares redeemed. If the redemption by the Fund
is in-kind, capital gain or loss will be measured by the difference
between the fair market value of securities received and the adjusted
basis of the shares redeemed. Such capital gain or loss, generally, will
constitute a short-term capital gain or loss if the redeemed Fund shares
were held for twelve months or less, and long-term capital gain or loss
if the redeemed Fund shares were held for more than twelve months. If,
however, Fund shares were redeemed within six months of their purchase by
an investor, and if a capital gain dividend was paid with respect to the
Fund's shares while they were held by the investor, then any loss
realized by the investor will be treated as long-term capital loss to the
extent of the capital gain dividend.

Under certain provisions of the Code, some shareholders may be
subject to 31% withholding on reportable dividends, capital gains
distributions and redemption payments ("back-up withholding").
Generally, shareholders subject to back-up withholding will be those for
whom a taxpayer identification number is not on file with the Fund or
who, to such Fund's knowledge, have furnished an incorrect number. When

B-17<PAGE>
establishing an account, an investor must certify under penalty of
perjury that such number is correct and that he is not otherwise subject
to back-up withholding.

Dividends paid by the Fund from its ordinary income and
distributions of the Fund's net realized short-term capital gains paid to
shareholders who are non-resident aliens will be subject to a 30% United
States withholding tax under existing provisions of the Code applicable
to foreign individuals and entities unless a reduced rate of withholding
or a withholding exemption is provided under applicable treaty law. Non-
resident shareholders are urged to consult their own tax advisers
concerning the applicability of the United States withholding tax.

The Code requires each regulated investment company to pay a
nondeductible 4% excise tax to the extent the company does not
distribute, during each calendar year, 98% of its ordinary income,
determined on a calendar year basis, and 98% of its capital gains,
determined, in general, on an October 31 year-end, plus any undistributed
amount from prior years. The Fund anticipates that it will make
sufficient timely distributions to avoid imposition of the excise tax. If
the Fund pays a dividend in May which was declared in the previous
October, November or December to shareholders of record on a date in
those months, then such dividend or distribution will be treated for tax
purposes as being paid on December 31 and will be taxable to shareholders
as if received on December 31.

The foregoing is a general and abbreviated summary of the applicable
provisions of the Code and Treasury regulations presently in effect. For
the complete provisions, reference should be made to the pertinent Code
sections and the Treasury regulations promulgated thereunder. The Code
and these Treasury regulations are subject to change by legislative or
administrative action.

Dividends and capital gains distributions may also be subject to
state and local taxes.

The federal income tax consequences set forth above do not address
any particular tax considerations a shareholder of the Fund might have.
Shareholders are urged to consult their tax Advisers as to the particular
tax consequences of the acquisition, ownership and disposition of shares
of the Fund, including the application of state, local and foreign tax
laws and possible future changes in federal tax laws. Foreign investors
should consider applicable foreign taxes in their evaluation of an
investment in the Fund.

PERFORMANCE INFORMATION

Reference is made to "Performance Information" in the Prospectus.
Set forth below is further information regarding performance of the Fund.

As stated in the Prospectus, from time to time the Fund may provide
its total return in advertisements, sales literature or reports, and
other communications to shareholders. The Fund's total return is

B-18<PAGE>
calculated based on the Fund's change in net asset value per share
between the beginning and end of the period shown and assumes
reinvestment of the Fund's dividend and capital gains distributions
during the period.

Total return figures will be computed according to a formula
prescribed by the Securities and Exchange Commission. The formula can be
expressed as follows:

P(1+T) n = ERV

Where P = a hypothetical initial payment of $10,000

T = average annual total return

N = number of years

ERV = Ending Redeemable Value of a hypothetical $10,000 payment
made at the beginning of the 1, 5, or 10 years (or other)
periods at the end of the 1, 5, or 10 (or other) periods (or
fractional portion thereof).

NOTE: The ERV assumes complete redemption of the hypothetical investment
at the end of the measuring period. The Fund's net investment income
changes in response to fluctuations in interest rates, dividends declared
and the expenses of the Funds.

There may be a time when the Fund advertises its "yield." Yield
figures are based on historical earnings and, like the rate of return,
are not intended to indicate future performance. The yield of the Fund
refers to the income generated by an investment in the Fund over a
thirty-day (or one month) period (which period will be stated in the
advertisement). The yield for any period is computed by dividing the net
investment income per share earned during such period by the maximum
public offering price per share on the last day of the period, and then
annualizing such 30-day (or one month) yield in accordance with a formula
prescribed by the Securities and Exchange Commission. The Fund may also
advertise in terms of sales literature an "actual distribution" which is
computed in the same manner as yield except that actual income dividends
declared per share during the period in question is substituted for net
investment income per share. The Fund's yield will only be advertised
when accompanied by the Fund's total return.

The Fund's performance will vary from time to time depending upon
market conditions, the composition of its portfolio and its operating
expenses. Consequently, any given performance quotation should not be
considered representative of the Fund's performance for any specified
period in the future. In addition, because performance will fluctuate,
it may not provide a basis for comparing an investment in the Fund with
certain bank deposits or other investments that pay a fixed yield for a
stated period of time.

FINANCIAL STATEMENTS

The Fund's Statement of Assets and Liabilities as of __________,
1998, which has been audited by _________________ is attached to this
Statement of Additional Information.*

* To be filed by amendment.

B-19
<PAGE>
GENERAL INFORMATION

DESCRIPTION OF SHARES. The Henssler Funds, Inc. ("Henssler") was
incorporated under Maryland law on February 12, 1998. It has an
authorized capital of 500,000,000 shares of Common Stock, par value
$.0001 per share, 100,000,000 shares of which have been classified as
shares of common stock of The Henssler Equity Fund (the "Fund"). The
Board of Directors has the power to authorize and issue additional
classes of stock, without stockholder approval, by classifying or
reclassifying unissued stock, subject to the requirements of the Act. In
the event of liquidation, each share of Common Stock is entitled to a pro
rata portion of the particular portfolio's assets after payment of debts
and expenses. Shareholders of the Fund are entitled to one vote for each
share held and fractional votes for fractional shares held and will vote
on the election of Directors and any other matter submitted to a
shareholder vote. In addition, shareholders have the right to remove
Directors. Henssler does not intend to hold meetings of shareholders in
any year in which the Act does not require shareholders to act upon any
of the following matters: (i) election of Directors; (ii) approval of an
investment advisory agreement; (iii) approval of a distribution
agreement; and (iv) ratification of selection of independent auditors.
Voting rights for Directors are not cumulative. Shares issued are fully
paid and non-assessable and have no preemptive or conversion rights.

PRINCIPAL SHAREHOLDERS. As a newly organized fund, the Fund currently
has only one shareholder, Gene W. Henssler, Ph.D. who has purchased
10,000 shares of the Fund to provide initial capitalization of $100,000
to the Fund. Dr. Henssler is a Director of Henssler, and serves as
President of the Fund. No other officers or directors currently own
shares in the Fund.

INDEPENDENT ACCOUNTANTS. McCurdy & Associates CPA's, Inc., 27955 Clemens
Road, Westlake, Ohio 44145 has been selected as the independent
accountants of the Fund. The independent accountants are responsible for
auditing the financial statements of the Fund.

CUSTODIAN. Star Bank, N.A., Star Bank Center, 425 Walnut Street,
Cincinnati, Ohio 45202, acts as Custodian of the Fund's assets. The
Custodian is responsible for safeguarding and controlling the Fund's cash
and securities, handling the delivery of securities and collecting
interest on the Fund's investments.

TRANSFER, REDEMPTION, AND DIVIDEND DISBURSING AGENT. Declaration Service
Company, 555 North Lane, Suite 6160, Conshohocken, PA 19428, acts as the
Fund's Transfer, Redemption, and Dividend Disbursing Agent. The
Transfer, Redemption, and Dividend Disbursing Agent is responsible for
the issuance, transfer and redemption of shares and the operating,
maintenance and servicing of shareholder accounts.

B-20<PAGE>
LEGAL COUNSEL. Kilpatrick Stockton LLP, 1100 Peachtree Street, Suite
2800, Atlanta, Georgia 30309, has been selected as counsel for the Fund.
Kilpatrick Stockton LLP will pass on legal matters for the Fund in
connection with the offering of its shares. Kilpatrick Stockton LLP also
represents the Adviser in regard to Fund-related matters and will pass on
legal matters for them in connection with the offering of the Fund's
shares.

REPORTS TO SHAREHOLDERS. The fiscal year of the Fund ends on April 30 of
each year. The Fund sends to its shareholders at least semi-annually
reports showing the Fund's portfolio and other information. An annual
report, containing financial statements audited by independent auditors,
is sent to shareholders each year.

ADDITIONAL INFORMATION. The Prospectus and this Statement of Additional
Information do not contain all the information set forth in the
Registration Statement and the exhibits relating thereto which Henssler
has filed with the Securities and Exchange Commission, Washington, D.C.,
under the Securities Act of 1933 and the Investment Company Act of 1940,
to which reference is hereby made.

B-21<PAGE>
APPENDIX A

Ratings of Corporate Debt Obligations

The characteristics of debt obligations rated by Moody's are
generally as follows:

Aaa - Bonds which are rated Aaa are judged to be of the best
quality. They carry the smallest degree of investment risk and are
generally referred to as "gilt edge." Interest payments are protected by
a large or by an exceptionally stable margin and principal is secure.
While the various protective elements are likely to change, such changes
as can be visualized are most unlikely to impair the fundamentally strong
position of such issues.

Aa - Bonds which are rated Aa are judged to be of high quality by
all standards. Together with the Aaa group they comprise what are
generally known as high grade bonds. They are rated lower than the best
bonds because margins of protection may not be as large as in Aaa
securities of fluctuation of protective elements may be of greater
amplitude or there may be other elements present which make the long-term
risks appear somewhat larger than in Aaa securities.

A - Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper medium grade obligations.
Factors giving security to principal and interest are considered adequate
but elements may be present which suggest a susceptibility to impairment
sometime in the future.

Baa - bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present
but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such bonds
lack outstanding investment characteristics and in fact have speculative
characteristics as well.

Ba - Bonds which are rated Ba are judged to have speculative
elements; their future cannot be considered as well assured. Often the
protection of interest and principal payments may be very moderate and
thereby not well safeguarded during other good and bad times over the
future. Uncertainty of position characterizes bonds in this class.

B - Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time
may be small.

Caa - Bonds which are rated Caa are of poor standing. Such issues
may be in default or there may be present elements of danger with respect
to principal or interest.

B-22<PAGE>
Ca - Bonds which are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or have
other marked shortcomings.

The characteristics of debt obligations rated by Standard & Poor's
are generally as follows:

AAA - This is the highest rating assigned by Standard & Poor's to a
debt obligation and indicates an extremely strong capacity to pay
principal and interest.

AA - Bonds rated AA also qualify as high quality debt obligations.
Capacity to pay principal and interest is very strong, and in the
majority of instances they differ from AAA issues only in small degree.

A - Debt rated A has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse effects
of changes in circumstances and economic conditions than debt in higher
rated categories.

BBB - Debt rated BBB is regarded as having an adequate capacity to
pay interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for debt in this category than in higher
rated categories.

BB, B, CCC, CC - Debt rated BB, B, CCC or CC is regarded, on
balance, as predominantly speculative with respect to capacity to pay
interest and repay principal in accordance with the terms of the
obligation. BB indicates the lowest degree of speculation among
obligations rated lower than BBB and CC the highest degree of
speculation. While such debt will likely have some quality and
protective characteristics, these are outweighed by large uncertainties
or major risk exposures to adverse conditions.

C - This rating is reserved for income bonds on which no interest is
being paid.

A bond rating is not a recommendation to purchase, sell or hold a
security, inasmuch as it does not comment as to market price or
suitability for a particular investor.

RATINGS OF COMMERCIAL PAPER

The Funds' purchases of commercial paper are limited to those
instruments rated A-1 or A-2 by Standard & Poor's or Prime-1 or Prime-2
by Moody's.

Commercial paper rated A-1 or A-2 by Standard & Poor's has the
following characteristics: liquidity ratios are adequate to meet cash
requirements; the issuer's long-term debt is rated "A" or better; the
issuer has access to at least two additional channels of borrowing; and
basic earnings and cash flow have an up and down trend with allowances

B-23<PAGE>
made for unusual circumstances. Typically, the issuer's industry is
well-established and the issuer has a strong position within the
industry. Relative strength or weakness of the above factors determines
whether an insurer's commercial paper is rated A-1 or A-2, with the
relative degree of safety of commercial paper rated A-2 not being as high
as for commercial paper rated A-1.

Commercial paper rated Prime-1 or Prime-2 by Moody's is the highest
commercial paper rating assigned by Moody's. Among the factors
considered by Moody's in assigning ratings are the following: (1)
evaluation of management of the issuer; (2) economic evaluation of the
issuer's industry or industries and an appraisal of speculative-type
risks which may be inherent in certain areas; (3) evaluation of the
issuer's products in relation to competition and consumer acceptance; (4)
liquidity; (5) amount and quality of long-term debt; (6) trend of
earnings over a period of ten years; (7) financial strength of a parent
company and the relationships which exist with the issuer; and (8)
recognition by the management of obligations which may be present or may
arise as a result of public interest questions and preparations to meet
such obligations. Relative strength or weakness of the above factors
determine how the issuer's commercial paper is rated within various
categories.

A commercial paper rating is not a recommendation to purchase, sell
or hold a particular instrument, inasmuch as it does not comment as to
market price or suitability for a particular investment.

B-24<PAGE>
PART C. OTHER INFORMATION

Item 24. Financial Statements and Exhibits.
---------------------------------

A. Financial Statements of the Fund. *

(i) Financial Statements included in Part A:

None

(ii) Financial Statements included in Part B:

Statement of Assets and Liabilities, ________, 1998*

Notes to Financial Statement*

Independent Auditor's Report*

B. Exhibits:

Exhibit
Number:
- -------

1. Articles of Incorporation of Registrant.

2. By-laws of Registrant.

3. Inapplicable.

4. Inapplicable.

5. Form of Advisory Agreement by and between the
Registrant and the Adviser, dated
February ___, 1998.

6. Form of Distribution Agreement by and among the
Adviser, Registrant and Declaration Distributors,
Inc., dated ____________, 1998.

7. Inapplicable.

8. Form of Custody Agreement by and among the Adviser,
Registrant And Star Bank, N.A. dated
___________, 1998.

9.1 Form of Operating Services Agreement by and between the
Registrant and the Adviser dated ___________, 1998.

9.2 Form of Investment Services Agreement by and among the
Adviser, Registrant and Declaration Service Company dated
__________, 1998.

10. Opinion of Kilpatrick Stockton LLP as to legality
of the shares.*

11. Consent of Independent Auditors.*

C-1<PAGE>
12. Inapplicable.

13. Agreement concerning initial capital of the Fund.

14. Inapplicable.

15. Inapplicable.

16. Schedule for computation of performance quotation.*

* To be filed by amendment

Item 25. Persons Controlled by or under Common Control with Registrant.
-------------------------------------------------------------

Henssler Asset Management, LLC, the Fund's Adviser, is a newly-
formed Georgia limited liability company 51% owned by Gene W. Henssler,
Ph.D. and 49% owned by Patricia T. Henssler. The Fund's Adviser is an
affiliate of G.W. Henssler & Associates, Ltd., an investment manager
wholly owned by Dr. Henssler with approximately $281 million currently
under management.

Item 26. Number of Holders of Securities.
-------------------------------

As a newly organized Fund, the Fund currently has only one
shareholder, Dr. Henssler, who has purchased 10,000 shares of the Fund to
provide initial capitalization of $100,000 to the Fund.

Item 27. Indemnification.
---------------

Section 2-418 of the General Corporation Law of the State of
Maryland, Article VI of Registrant's Charter filed as Exhibit 1,
Article VII of Registrant's By-Laws filed as Exhibit 2, and the
Distribution Agreement filed as Exhibit 6 provide, or will provide, for
indemnification.

Registrant's Articles of Incorporation (Article VI) provide
that Registrant shall indemnify its directors and officers to the fullest
extent permitted by law.

Registrant's By-laws (Article VII, Section 1) provide that
Registrant shall indemnify any director and/or officer who was or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director or
officer of Registrant, or is or was serving at the request of Registrant
as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, against all expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement

C-2
<PAGE>
actually and reasonably incurred by him in connection with such action,
suit or proceeding to the maximum extent permitted by law.

With respect to indemnification of officers and directors,
Section 2-418 of the Maryland General Corporation Law provides that a
corporation may indemnify any director who is made a party to any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by
or in the right of Registrant) by reason of service in that capacity, or
is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement and expenses
actually and reasonably incurred by him in connection with such action,
suit or proceeding unless (1) it is established that the act or omission
of the director was material to the matter giving rise to the proceeding,
and (a) was committed in bad faith or (b) was the result of active and
deliberate dishonesty; or (2) the director actually received an improper
personal benefit of money, property, or services; or (3) in the case of
any criminal action or proceeding, had reasonable cause to believe that
the act or omission was unlawful. A court of appropriate jurisdiction
may, however, except in proceedings by or in the right of Registrant or
in which liability has been adjudged by reason of the person receiving an
improper personal benefit, order such indemnification as the court shall
deem proper if it determines that the director is fairly and reasonably
entitled to indemnification in view of all the relevant circumstances,
whether or not the director has met the requisite standard of conduct.

Under Section 2-418, Registrant may also indemnify officers,
employees and agents of Registrant who are not Directors to the same
extent that it shall indemnify directors and officers, and to such
further extent, consistent with law, as may be provided by general or
specific action of the Board of Directors or contract. Pursuant to
Section 2-418 of the Maryland General Corporation Law, the termination of
any proceeding by judgment, order or settlement does not create a
presumption that the person did not meet the requisite standard of
conduct required by Section 2-418. The termination of any proceeding by
conviction, or a plea of nolo contendere or its equivalent, or an entry
of an order of probation prior to judgment, creates a rebuttable
presumption that the person did not meet the requisite standard of
conduct.

Reference is also made to Section 12 of the Distribution
Agreement filed as Exhibit 6 to this Registration Statement. Section 12
of the Distribution Agreement provides that Registrant, subject to
certain conditions and limitations, shall indemnify, defend and hold
harmless the Underwriter, its officers and directors and any person who
controls the Underwriter within the meaning of the Securities Act of 1933
from and against any and all claims, demands, liabilities and expenses

C-3
<PAGE>
which they may incur under the Federal securities laws, the common law or
otherwise, arising out of or based upon any alleged untrue statement of a
material fact contained in the Registration Statement or any related
Prospectus and/or Statement of Additional Information or arising out of
or based upon any alleged omission to state a material fact required to
be stated therein or necessary to make the statements therein not
misleading.

Reference is also made to Section 6 of the Advisory Agreement
filed as Exhibit 5 to this Registration Statement. Section 6 provides
that the Adviser shall not be liable for any error of judgment or mistake
of law or for any loss arising out of any investment or for any act or
omission in the management of the Registrant, except for willful
misfeasance, bad faith or from negligence in the performance of its
duties, or by reason of reckless disregard of its obligations and duties
under the Advisory Agreement.

The Registrant may purchase insurance on behalf of an officer
or director protecting such person to the full extent permitted under the
General Laws of the State of Maryland, from liability arising from his
activities as officer or director of the Registrant. The Registrant,
however, may not purchase insurance on behalf of any officer or director
of the Registrant that protects or purports to protect such person from
liability to the Registrant or to its shareholders to which such officer
would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence, reckless disregard of the duties involved in the
conduct of his office, active or deliberate dishonesty, receipt of an
improper personal benefit, or in the case of a criminal proceeding that
such person had reasonable cause to believe the act or omission was
unlawful. The corporation may provide similar protection, including a
trust fund, letter of credit, or surety bond, not inconsistent with this
section. Insurance or similar protection may also be provided by a
subsidiary or affiliate of the corporation.

Item 28. Business and Other Connections of Investment Adviser
----------------------------------------------------

None.

Item 29. Principal Underwriters.
----------------------

1. The Fund's Distributor, Declaration Distributors, Inc.,
also serves as the distributor for the Declaration Trust Fund, the
Pauze Funds, the JWB Aggressive Growth Fund, and the Noah Fund.

2. Set forth below is information concerning each director
and officer of the Distributor. The principal business address
of the Distributor and each such person is 555 North Lane, Suite 6160,
Conshohocken, PA 19428.

(1) (2) (3)

Position and Offices Positions and Offices
Name with Underwriter With Registrant
---- ---------------- ---------------

Terence P. Smith President None

David F. Ganley Compliance Officer None

C-4
<PAGE>
Item 30. Location of Accounts and Records.
--------------------------------

Registrant maintains the records required to be maintained by
it under Rules 31a-1(a), 31a-1(b) and 31a-2(a) under the Investment
Company Act of 1940 at its principal executive offices at 1279 Kennestone
Circle, Suite 600, Marietta, Georgia 30066. Certain records, including
records relating to Registrant's stockholders and the physical possession
of its securities, may be maintained pursuant to Rule 31a-3 at the
offices of Registrant's Custodian, Star Bank, N.A., Star Bank Center, 425
Walnut Street, Cincinnati, Ohio 45202, and Transfer Agent, Declaration
Distributors, Inc., 555 North Lane, Suite 6160, Conshohocken, PA 19428.

Item 31. Management Services.
-------------------

None.

Item 32. Undertakings.
------------

The Registrant undertakes to file a post-effective amendment,
using Financial Statements for the Fund which need not be certified,
within four to six months from the effective date of Registrant's
registration statement under the Securities Act of 1933.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant and the principal underwriter
pursuant to the foregoing provisions or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or
controlling person of the Registrant and the principal underwriter in
connection with the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person or the
principal underwriter in connection with the shares being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

C-5
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Amendment to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Marietta, and
State of Georgia, on the 17th day of February, 1998.

THE HENSSLER FUNDS, INC.
(Registrant)

By: /s/ Gene W. Henssler
--------------------------------------
Gene W. Henssler
President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Gene W. Henssler and Patricia T. Henssler,
or either of them, as his/her true and lawful attorney-in-fact and
agents, with full power of substitution and resubstitution for him/her
and in his/her name, place and stead, in any capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power
and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all
intents and purposes as they might or could do in person, thereby
ratifying and confirming all that said attorneys-in-fact and agents, or
their substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated effective as of February 17, 1998:

Signature Title Date
- --------- ----- ----
/s/ Gene W. Henssler February 17, 1998
Gene W. Henssler

/s/ Patricia T. Henssler February 17, 1998
Patricia T. Henssler

<PAGE>
INDEX TO EXHIBITS

Exhibit
Number Description
- ------- -----------

1. Articles of Incorporation of
Registrant.

2. By-laws of Registrant.

3. Inapplicable.

4. Inapplicable.

5. Form of Advisory Agreement by and among the
Registrant and the Adviser, dated
February ___, 1998.

6. Form of Distribution Agreement by
and among the Adviser, Registrant
and Declaration Distributors, Inc.,
dated ____________, 1998.

7. Inapplicable.

8. Form of Custody Agreement by and among the
Adviser, Registrant and Star Bank,
N.A. dated ___________, 1998.

9.1 Form of Operating Services Agreement by and
between the Registrant and the
Adviser dated ___________, 1998

9.2 Form of Investment Services Agreement by and
among the Adviser, Registrant and
Declaration Service Company dated
__________, 1998.

10. Opinion of Kilpatrick Stockton LLP
as to legality of the shares.*

11. Consent of Independent Auditors.*

12. Inapplicable.

13. Agreement concerning initial capital
of the Fund.*

<PAGE>
14. Inapplicable.

15. Inapplicable.

16. Schedule for computation of
performance quotation.*

* To be filed by amendment

Exhibit 1
ARTICLES OF INCORPORATION

THE HENSSLER FUNDS, INC.

The undersigned Reinaldo Pascual, whose office
address is c/o Kilpatrick Stockton LLP, 1100 Peachtree
Street, Suite 2800, Atlanta, Georgia 30309, being at
least 18 years of age, as an incorporator, hereby forms
a corporation under and by virtue of the laws of the
State of Maryland.

ARTICLE I

Name
----

The name of the corporation is The Henssler Funds,
Inc. (the "Corporation").

ARTICLE II

Corporate Purposes
------------------

The purpose for which the Corporation is formed is
to engage in the business of an open-end management
investment company.

The Corporation may engage in any other business
and shall have all powers conferred upon or permitted
to corporations by the Maryland General Corporation
Law.

ARTICLE III

Principal Office and Resident Agent
-----------------------------------

The present address of the principal office of the
Corporation in Maryland is c/o The Corporation Trust
Incorporated, 300 East Lombard Street, Baltimore,
Maryland 21202. The name of the resident agent of the
Corporation in Maryland is The Corporation Trust
Incorporated, and the address of the resident agent is
300 East Lombard Street, Baltimore, Maryland 21202.
The resident agent is a Maryland corporation.

-1-
<PAGE>
ARTICLE IV

Capital Stock and Stockholders
------------------------------

Section 1. AUTHORIZED SHARES. The Corporation is
authorized to issue Five Hundred Million (500,000,000)
shares of Common Stock par value $.0001 per share. The
aggregate par value of all shares which the Corporation
is authorized to issue is Fifty Thousand Dollars
($50,000).

Subject to the following paragraph, the authorized
shares are classified as One Hundred Million
(100,000,000) shares of The Henssler Equity Fund.

The Board of Directors is authorized to classify
or to reclassify, from time to time, any unissued
shares of stock of the Corporation, whether now or
hereafter authorized, by setting, changing or
eliminating the preferences, conversion or other
rights, voting powers, restrictions, limitations as to
dividends, qualifications or terms and conditions of or
rights to require redemption of the stock.

The provisions of these Articles of Incorporation,
including those in this Section apply to each class of
stock unless otherwise provided by the Board of
Directors prior to issuance of any shares of that
class:

(a) As more fully set forth hereafter, the
assets and liabilities and the income and expenses of
each class of the Corporation's stock shall be
determined separately and, accordingly, the net asset
value, the dividends payable to holders, and the
amounts distributable in the event of dissolution of
the Corporation to holders of shares of the
Corporation's stock may vary from class to class.
Except for these differences and certain other
differences hereafter set forth, each class of the
Corporation's stock shall have the same preferences,
conversion and other rights, voting powers,
restrictions, limitations as to dividends,
qualifications and terms and conditions of and rights
to require redemption.

(b) All consideration received by the
Corporation for the issue or sale of shares of a class
of the Corporation's stock, together with all funds
derived from any investment and reinvestment thereof,
shall irrevocably belong to that class for all
purposes, subject only to the rights of creditors, and
shall be so recorded upon the books of account of the
Corporation. Such consideration and any funds derived
from any investment and reinvestment are herein
referred to as "assets belonging to" that class.

(c) The assets belonging to a class of the
Corporation's stock shall be charged with the
liabilities of the Corporation with respect to that
class and with that class's share of the liabilities of

-2-<PAGE>
the Corporation not attributable to any particular
class, in the latter case in the proportion that the
net asset value of that class (determined without
regard to such liabilities) bears to the net asset
value of all classes of the Corporation's stock
(determined without regard to such liabilities). The
determination of the Board of Directors shall be
conclusive as to the allocation of liabilities,
including accrued expenses and reserves, the assets to
a particular class or classes.

(d) Shares of each class of stock shall be
entitled to such dividends or distributions, in stock
or in cash or both, as may be declared from time to
time by the Board of Directors with respect to such
class. Dividends or distributions shall be paid on
shares of a class of stock only out of the assets
belonging to that class.

(e) All holders of shares of stock shall
vote as a single class except with respect to any
matter which affects only one or more classes of stock,
in which case only the holders of shares of the classes
affected shall be entitled to vote.

(f) In the event of the liquidation or
dissolution of the Corporation, the stockholders of a
class of the Corporation's stock shall be entitled to
receive, as a class, out of the assets of the
Corporation available for distribution to stockholders,
the assets belonging to that class less the liabilities
allocated to that class. The assets so distributable
to the stockholders of a class shall be distributed
among such stockholders in proportion to the number of
shares of that class held by them and recorded on the
books of the Corporation. In the event that there are
any assets available for distribution that are not
attributable to any particular class of stock, such
assets shall be allocated to all classes in proportion
to the net asset value of the respective classes.

Section 2. FRACTIONAL SHARES. The Corporation
may issue fractional shares. Any fractional share
shall carry proportionately all the rights of a whole
share, excepting any right to receive a certificate
evidencing such fractional share, but including,
without limitation, the right to vote and the right to
receive dividends.

Section 3. QUORUM REQUIREMENTS. The presence in
person or by proxy of the holders of one-third of the
shares of stock of the Corporation entitled to vote
without regard to class shall constitute a quorum at
any meeting of the stockholders, except with respect to
any matter which by law requires the approval of one or
more classes of stock, in which case the presence in
person or by proxy of the holders of one-third of the
shares of stock of each class entitled to vote on the
matter shall constitute a quorum.

Section 4. VOTING. Notwithstanding any provision
of the laws of the State of Maryland requiring any
action to be taken or authorized by the affirmative

-3-<PAGE>
vote of the holders of more than a majority of the
outstanding stock of the Corporation, that action
shall, except to the extent otherwise required by the
Investment Company Act of 1940, be effective and valid
if taken or authorized by the affirmative vote of the
holders of the majority of the total number of votes
entitled to be cast thereon.

Section 5. NO PREEMPTIVE RIGHTS. No holder of
shares of stock of the Corporation shall be entitled to
any preemptive right other than as the Board of
Directors may establish.

Section 6. REDEMPTION OF STOCK. Each stockholder
may require the Corporation to redeem all or any part
of the stock owned by that holder, upon request to the
Corporation or its designated agent, at the net asset
value of the shares of that class next determined
following receipt of the request in a form approved by
the Corporation and accompanied by surrender of the
certificate or certificates for the share, if any, less
the amount of any redemption adjustment or fee, if any,
imposed on such shares as may be provided by the Board
of Directors from time to time, to the extent permitted
by the Investment Company Act of 1940. The Board of
Directors may establish procedures for redemption of
stock. Payment of the redemption price by the
Corporation or its designated agent shall be made
within seven days after redemption or earlier if
required by applicable law. The right of redemption
may be suspended and payment of the redemption price
may be postponed when permitted or required by
applicable law. The right of a holder of stock
redeemed by the Corporation to receive dividends
thereon and all other rights with respect to the shares
shall terminate at the time as of which the redemption
price has been determined, except the right to receive
the redemption price and any dividend or distribution
to which that holder had become entitled as the record
holder of the shares on the record date for that
dividend. The Board of Directors may from time to
time, if the Board determines that it is in the
economic or best interest of the Corporation, redeem
upon prior written notice at the net asset value, and
upon such terms as the Board may determine from time to
time, stockholders' accounts which fall below $1,000 or
such lesser amounts as may be determined by the Board.
The Board may also, to the extent the Board of
Directors determines that it would be detrimental to
the best interests of the Corporation or its
stockholders to redeem shares entirely in cash,
authorize payment of redemption amounts in portfolio
securities or partly in cash and partly in portfolio
securities.

Section 7. DETERMINATIONS BY BOARD OF DIRECTORS.
Any determination made in good faith by or pursuant to
the direction of the Board of Directors as to the
amount of the assets, debts, obligations or liabilities
of the Corporation, as to the amount of any reserves or
charges set up and the propriety thereof, as to the

-4-
<PAGE>
time of or purpose for creating such reserves or
charges, as to the use, alteration or cancellation of
any reserves or charges (whether or not any debt,
obligation or liability for which such reserves or

charges shall have been created shall have been paid or
discharged or shall be then or thereafter required to
be paid or discharged), as to the value of or the
method of valuing any investment or other asset owned
or held by the Corporation, as to the allocation of any
income, expense or liability to any loss of stock of
the Corporation, as to the number of shares of any
class of stock outstanding, as to the income of the
Corporation or as to any other matter relating to the
determination of net asset value, the declaration of
dividends or the issue, sale, redemption or other
acquisition of shares of the Corporation, shall be
final and conclusive and shall be binding upon the
Corporation and all holders of its shares, past,
present and future, and shares of the Corporation are
issued and sold on the condition and understanding that
any and all such determinations shall be binding as
aforesaid.

-5-
<PAGE>
ARTICLE V

Board of Directors
------------------

Section 1. INITIAL BOARD OF DIRECTORS. The
Corporation shall initially have three directors. The
names of the initial Directors, who shall hold office
until their successors are duly chosen and qualified,
are Gene W. Henssler and Patricia T. Henssler.

Section 2. NUMBER OF DIRECTORS. The number of
Directors in office may be changed from time to time in
the manner specified in the By-Laws of the Corporation,
but this number shall never be less than the minimum
number required under the Maryland General Corporation
Law.

Section 3. CERTAIN POWERS OF BOARD OF DIRECTORS.
In addition to its other powers explicitly or
implicitly granted under these Articles of
Incorporation, by law or otherwise, the Board of
Directors of the Corporation (a) is expressly
authorized to make, alter, amend or repeal the By-Laws
of the Corporation, (b) may from time to time determine
whether, to what extent, at what times and places, and
under what conditions and regulations the accounts and
books of the Corporation, or any of them, shall be open
to the inspection of the stockholders, and no
stockholder shall have any right to inspect any
account, book or document of the Corporation except as
conferred by statute or as authorized by the Board of
Directors of the Corporation, (c) is empowered to
authorize, without stockholder approval, the issuance
and sale from time to time of shares of stock of the
Corporation whether now or hereafter authorized, and
(d) is authorized to adopt procedures for determination
of and to maintain constant the net asset value of
shares of the Corporation's stock.

ARTICLE VI

Liability and Indemnification
-----------------------------

(a) To the fullest extent that limitations
on the liability of directors and officers are
permitted by the Maryland General Corporation Law, no
director or officer of the Corporation shall have any
liability to the Corporation or its stockholders for
damages. This limitation on liability applies to
events occurring at the time a person serves as a
director or officer of the Corporation whether or not
such person is a director or officer at the time of any
proceeding in which liability is asserted.

(b) The Corporation shall indemnify and
advance expenses to its currently acting and its former
directors to the fullest extent that indemnification of
directors is permitted by the Maryland General
Corporation Law. The Corporation shall indemnify and
advance expenses to its officers to the same extent as

-6-
<PAGE>
its directors and may do so to such further extent as
is consistent with law. The Board of Directors may by
Bylaw, resolution or agreement make further provision

for indemnification of directors, officers, employees
and agents to the fullest extent permitted by the
Maryland Corporation Law.

(c) No provision of this Article shall be
effective to protect or purport to protect any director
or officer of the Corporation against any liability to
the Corporation or its security holders to which he
would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his
office.

(d) References to the Maryland General
Corporation Law in this Article are to that law as from
time to time amended. No amendment to the charter of
the Corporation shall affect any right of any person
under this Article based on any event, omission or
proceeding prior to the amendment.

ARTICLE VII

Amendments
----------

The Corporation reserves the right from time to
time to make any amendment of these Articles of
Incorporation now or hereafter authorized by law,
including any amendment which alters the contract
rights, as expressly set forth in these Articles of
Incorporation, of any outstanding capital stock.

I have signed these Articles of Incorporation on
February 11, 1998 and acknowledge the same to be my
act.

____________________
Reinaldo Pascual

Exhibit 2

THE HENSSLER FUNDS, INC.

BY-LAWS

ARTICLE I

STOCKHOLDERS

Section 1. PLACE OF MEETING. All meetings of the
stockholders shall be held at such place within or without the
State of Maryland as may from time to time be designated by the
Board of Directors and stated in the notice of meeting.

Section 2. ANNUAL MEETINGS. The annual meeting of the
stockholders of the Corporation may be held within the fourth
month following the end of the Corporation's fiscal year, at a
time within that period set by the Board of Directors, for the
purpose of electing directors for the ensuing year and for the
transaction of such other business as may properly be brought
before the meeting. An annual meeting of the stockholders shall
not be required to be held in any year in which an annual meeting
of stockholders is not required under Maryland law.

Section 3. SPECIAL OR EXTRAORDINARY MEETINGS. Special
or extraordinary meetings of the stockholders for any purpose or
purposes may be called by the Chairman of the Board of Directors,
if any, the President, a majority of the Board of Directors, a
majority of the independent directors of the Board of Directors,
or by the Secretary of the Corporation upon the written request
of stockholders entitled to cast at least 25% of all votes
entitled to be cast at the meeting. A request for a special
meeting is required to state the purpose of the meeting and the
matters proposed to be acted upon at it. The Secretary shall
inform the stockholders who make the request of the reasonably
estimated costs of preparing and mailing a notice of the meeting
and shall, upon payment of these costs to the Corporation, notify
each stockholder entitled to notice of the meeting. Unless
requested by stockholders entitled to cast a majority of all the
votes entitled to be cast at the meeting, a special meeting need
not be called to consider any matter which is substantially the
same as a matter voted on at any special meeting of the
stockholders held during the preceding twelve months.

Section 4. NOTICE OF MEETINGS OF STOCKHOLDERS. Not
less than ten days' and not more than ninety days' written or
printed notice of every meeting of stockholders, stating the time
and place thereof (and the general nature of the business
proposed to be transacted at any special or extraordinary
meeting), shall be given to each stockholder entitled to vote
thereat or entitled to receive notice thereof by leaving the same
with him or at his residence or usual place of business or by
mailing it, postage prepaid, and addressed to him at his address
as it appears upon the books of the Corporation.

No notice of the time, place or purpose of any meeting
of stockholders need be given to any stockholder who attends in
person or by proxy or to any stockholder who, in writing executed
and filed with the records of the meeting, either before or after
the holding thereof, waives such notice.

<PAGE>
Section 5. RECORD DATES. The Board of Directors may
fix, in advance, a date, not exceeding 90 days and not less than
ten days preceding the date of any meeting of stockholders, and
not exceeding 90 days preceding any dividend payment date or any
date for the allotment of rights, as a record date for the
determination of the stockholders entitled to notice of and to
vote at such meeting, or entitled to receive such dividends or
rights, as the case may be; and only stockholders of record on
such date shall be entitled to notice of and to vote at such
meeting or to receive such dividends or rights, as the case may
be.

Section 6. QUORUM, ADJOURNMENT OF MEETINGS. The
presence in person or by proxy of the holders of record of
one-third of the shares of the capital stock of the Corporation
issued and outstanding and entitled to vote thereat shall
constitute a quorum at all meetings of the stockholders, except
with respect to any matter which by law requires the approval of
one or more classes of stock, in which case the presence in
person or by proxy of the holders of one-third of the shares of
stock of each class entitled to vote on the matter shall
constitute a quorum. If at any meeting of the stockholders there
shall be less than a quorum present with respect to any matter,
the stockholders present at such meeting and entitled to vote on
the matter may, without further notice, adjourn the same from
time to time until quorum shall attend, but no business shall be
transacted at any such adjourned meeting except such as might
have been lawfully transacted had the meeting not been adjourned.

Section 7. VOTING AND INSPECTORS. At all meetings of
stockholders every stockholder of record entitled to vote thereat
shall be entitled to one vote for each share of stock standing in
his name on the books of the Corporation (and such stockholders
of record holding fractional shares, if any, shall have
proportionate voting rights as provided in the Articles of
Incorporation) on the date for the determination of stockholders
entitled to vote at such meeting either in person or by proxy
appointed by instrument in writing subscribed by such stockholder
or his duly authorized attorney. No proxy which is dated more
than eleven months before the meeting at which it is offered
shall be accepted, unless such proxy shall, on its face, name a
longer period for which it is to remain in force.

All elections shall be had and all questions decided by a
majority of the votes cast at a duly constituted meeting, except
as otherwise provided in the Articles of Incorporation or in
these By-Laws or by law.

At any election of Directors, the Board of Directors prior
thereto may, or, if they have not so acted, the Chairman of the
meeting may, and upon request of the holders of ten percent (10%)
of the stock entitled to vote at such election shall, appoint two
inspectors of election who shall first, subscribe an oath or
affirmation to execute faithfully the duties of inspectors at
such election with strict impartiality and according to the best
of their ability, and shall after the election make a certificate
of the results of the vote taken. No candidate for the office of
Director shall be appointed such Inspector.

The Chairman of the meeting may cause a vote by ballot to be
taken upon any election or matter, and such vote shall be taken
upon the request of the holders of ten percent (10%) of the stock
entitled to vote on such election or matter.

Section 8. CONDUCT OF STOCKHOLDERS' MEETINGS. The
meetings of the stockholders shall be presided over by the
Chairman of the Board of Directors, if any, or if he shall not be
present, by the President, or if he shall not be present, by a
Vice-President, or if neither the Chairman of the Board of
Directors, the President nor any Vice-President is present, by a
Chairman of the meeting to be elected at the meeting. The
Secretary of the Corporation, if present, shall act as Secretary
of such meetings, or if he is not present, an Assistant Secretary
shall so act; if neither the Secretary nor an Assistant Secretary
is present, then the Chairman of the meeting shall appoint its
secretary.

Section 9. CONCERNING VALIDITY OF PROXIES, BALLOTS,
ETC. At every meeting of the stockholders, all proxies shall be
received and canvassed by the Secretary of the meeting, who shall
decide all questions touching the qualification of voters, the
validity of the proxies, and the acceptance or rejection of
votes, unless inspectors of election shall have been appointed as
provided in Section 7, in which event such inspectors of election
shall decide all such questions.

ARTICLE II

BOARD OF DIRECTORS

Section 1. GENERAL POWERS. Except as otherwise
provided in the Articles of Incorporation, the business and
affairs of the Corporation shall be managed under the direction
of the Board of Directors. All powers of the Corporation may be
exercised by or under authority of the Board of Directors except
as conferred on or reserved to the stockholders by law or by the
Articles of Incorporation or these By-Laws.

Section 2. NUMBER AND TENURE OF OFFICE. The business
of the Corporation shall be managed by or under the direction of
its Board of Directors. The Corporation shall initially have
five Directors. The number of Directors may be increased or
decreased as provided in Section 3 of this Article. Each
director shall hold office until the annual meeting of
stockholders of the Corporation next succeeding his election or
until his successor is duly elected and qualified. Directors
need not be stockholders.

Section 3. INCREASE OR DECREASE IN NUMBER OF
DIRECTORS. The Board of Directors, by the vote of a majority of
the entire Board, may increase the number of Directors to a
number not exceeding nine, and may elect Directors to fill the
vacancies created by any such increase in the number of Directors
to serve until the next annual meeting or until their successors
are duly elected and qualify; the Board of Directors, by the vote
of a majority of the entire Board, may likewise decrease the
number of Directors to a number not less than three or the same
number as the number of stockholders, whichever is less.
Vacancies occurring other than by reason of any such increase
shall be filled as provided by the Maryland General Corporation
Law.

Section 4. PLACE OF MEETING. The Directors may hold
their meetings, have one or more offices, and keep the books of
the Corporation outside the State of Maryland, at any office or
offices of the Corporation or at any other place as they may from
time to time by resolution determine, or, in the case of
meetings, as they may from time to time by resolution determine
or as shall be specified or fixed in the respective notices or
waivers of notice thereof.

Section 5. REGULAR MEETINGS. Regular meetings of the
Board of Directors shall be held at such time and place on such
notice, if any, as the Directors may from time to time determine.

Section 6. SPECIAL MEETINGS. Special meetings of the
Board of Directors may be held from time to time upon call of the
Chairman of the Board of Directors, if any, the President or two
or more of the Directors, by oral or telegraphic or written
notice duly served on or sent or mailed to each Director not less
than one day before such meeting.

Section 7. WAIVER OF NOTICE OF MEETINGS. No notice
need be given to any Director who attends in person or to any
Director who, in writing executed and filed with the records of
the meeting either before or after the holding thereof, waives
such notice. Such notice or waiver of notice need not state the
purposes or purposes of such meeting.

Section 8. QUORUM. One-third of the Directors then in
office shall constitute a quorum for the transaction of business,
provided that a quorum shall in no case be less than two
Directors. If at any meeting of the Board there shall be less
than a quorum present, a majority of those present may adjourn
the meeting from time to time until a quorum shall have been
obtained. The act of the majority of the Directors present at
any meeting at which there is a quorum shall be the act of the
Directors, except as may be otherwise specifically provided by
statute, by the Articles of Incorporation or by these By-Laws.

Section 9. EXECUTIVE COMMITTEE. The Board ofDirectors
may elect from the Directors an Executive Committee to consist of
such number of Directors as the Board may from time to time
determine, but in no case less than two Directors. The Board of
Directors by such affirmative vote shall have power at any time
to change the members of such Committee and may fill vacancies in
the Committee by election from the Directors. When the Board of
Directors is not in session, the Executive Committee shall have
and may exercise any or all of the powers of the Board of
Directors in the management of the business and affairs of the
Corporation (including the power to authorize the seal of the
Corporation to be affixed to all papers which may require it)
except as provided by law and except the power to increase or
decrease the size of, or fill vacancies on, the Board. The
Executive Committee may fix its own rules of procedure, and may
meet, when and as provided by such rules or by resolution of the
Board of Directors, but in every case the presence of a majority
shall be necessary to constitute a quorum. In the absence of any
member of the Executive Committee the members thereof present at
any meeting, whether or not they constitute a quorum, may appoint
a member of the Board of Directors to act in the place of such
absent member.

Section 10. OTHER COMMITTEES. The Board of Directors
may appoint other committees which shall in each case consist of
such number of members and shall have and may exercise such
powers as the Board may determine in the resolution appointing
them. A majority of all members of any such committee may
determine its action, and fix the time and place of its meetings,
unless the Board of Directors shall have the power at any time to
change the members and powers of such committee, to fill
vacancies, and to discharge any such committee.

Section 11. INFORMAL ACTION BY DIRECTORS AND
COMMITTEES. Any action required or permitted to be taken at any
meeting of the Board of Directors or any committee thereof may be
taken without a meeting, if a written consent to such action is
signed by all members of the Board, or of such committee, as the
case may be.

Section 12. TELEPHONE MEETINGS. Members of the Board
of Directors or any committee thereof may participate in a meet-
ing by means of a conference telephone or similar communication
equipment if all persons participating in the meeting can hear
each other at the same time. Participants in a meeting by these
means shall constitute presence in person at the meeting. No
member who participates by this means shall be deemed present at
the meeting with respect to any matter which under the 1940 Act
requires the presence in person of a majority of the Board of
Directors.

Section 13. COMPENSATION OF DIRECTORS. Directors
shall be entitled to receive such compensation from the
Corporation for their services as may from time to time be voted
by the Board of Directors.

ARTICLE III

OFFICERS

Section 1. EXECUTIVE OFFICERS. The executive officers
of the Corporation shall be chosen by the Board of Directors.
These may include a Chairman of the Board of Directors, and shall
include a President, a Secretary and a Treasurer. The Chairman
of the Board of Directors, if any, shall be selected from among
the Directors. The Board of Directors may also in its discretion
appoint one or more Vice Presidents, Assistant Secretaries,
Assistant Treasurers, and other officers, agents and employees,
who shall have such authority and perform such duties as the
Board may determine. The Board of Directors may fill any vacancy
which may occur in any office. Any two offices, except those of
President and Vice President, may be held by the same person, but
no officer shall execute, acknowledge or verify any instrument in
more than one capacity, if such instrument is required by law or
these By-Laws to be executed, acknowledged or verified by two or
more officers.

Section 2. TERM OF OFFICE. All officers shall serve
until their respective successors are chosen and qualified. Any
officer may be removed from office at any time with or without
cause by the vote of a majority of the entire Board of Directors.

Section 3. POWERS AND DUTIES. The officers of the
Corporation shall have such powers and duties as generally
pertain to their respective offices, as well as such powers and
duties as may from time to time be conferred by the Board of
Directors.

Section 4. COMPENSATION. The compensation of the
officers of the Corporation shall be fixed by the Board of
Directors, but this power may be delegated to any officer in
respect of other officers under his control.

Section 5. Bonds or Other Security. If required by
the Board of Directors, any officer, agent or employee of the
Corporation shall give a bond or other Security for the faithful
performance of his duties, in such amount and with such surety or
sureties as the Board may require.

<PAGE>
ARTICLE IV

CAPITAL STOCK

Section 1. CERTIFICATES OF SHARES. Each stockholder
of the Corporation shall be entitled, upon written request, to a
certificate or certificates representing the number of full
shares of stock of the Corporation owned by him in such form as
the Board of Directors may from time to time prescribe, provided,
however, that stockholders shall not be entitled to certificates
for fractional shares owned.

Section 2. TRANSFER OF SHARES. Shares of the
Corporation shall be transferrable on the books of the
Corporation by the holder thereof in person or by his duly
authorized attorney or legal representative, upon surrender and
cancellation of certificates, if any, for the same number of
shares, duly endorsed or accompanied by proper instruments of
assignment and transfer, with such proof of the authenticity of
the signature as the Corporation or its agents may reasonably
require; in the case of shares not represented by certificates,
the same or similar requirements may be imposed by the Board of
Directors.

Section 3. STOCK LEDGERS. The stock ledgers of the
Corporation, containing the names and addresses of the
stockholders and the number of shares held by them respectively,
shall be kept at the principal offices of the Corporation or, if
the Corporation employs a transfer agent, at the offices of the
transfer agent of the Corporation.

Section 4. LOST, STOLEN OR DESTROYED CERTIFICATES.
The Board of Directors may determine the conditions upon which a
new certificate of stock of the Corporation of any class may be
issued in place of a certificate which is alleged to have been
lost, stolen or destroyed; and may, in their discretion, require
the owner of such certificate or his legal representative to give
bond, with sufficient surety to the Corporation and the transfer
agent, if any, to indemnify it and such transfer agent against
any and all loss or claims which may arise by reason of the issue
of a new certificate in the place of one so lost, stolen or
destroyed.

ARTICLE V

CORPORATE SEAL

The Board of Directors may provide a suitable corporate
seal, in such form and bearing such inscriptions as it may
determine. It is sufficient to meet the requirements of any law,
rule or regulation relating to a corporate seal to place the word
"(Seal)" adjacent to the person authorized to sign the document
on behalf of the Corporation.

ARTICLE VI

FISCAL YEAR

The fiscal year of the Corporation shall be fixed by
the Board of Directors.

<PAGE>
ARTICLE VII

INDEMNIFICATION

Section 1. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Corporation shall indemnify its directors to the fullest
extent that indemnification of directors is permitted by the
Maryland General Corporation Law. The Corporation shall
indemnify its officers to the same extent as its directors and to
such further extent as is consistent with law. The Corporation
shall indemnify its directors and officers who while serving as
directors or officers also serve at the request of the
Corporation as a director, officer, partner, trustee, employee,
agent or fiduciary of another corporation, partnership, joint
venture, trust, other enterprise or employee benefit plan to the
fullest extent consistent with law. The indemnification and
other rights provided by this Article shall continue as to a
person who has ceased to be a director or officer and shall inure
to the benefit of the heirs, executors and administrators of such
a person. This Article shall not protect any such person against
any liability to the Corporation or any stockholder thereof to
which such person would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of
duties involved in the conduct of his office ("disabling
conduct").

Section 2. ADVANCES. Any current or former director
or officer of the Corporation seeking indemnification within the
scope of this Article shall be entitled to advances from the
Corporation for payment of the reasonable expenses incurred by
him in connection with the matter as to which he is seeking
indemnification in the manner and to the fullest extent
permissible under the Maryland General Corporation Law. The
person seeking indemnification shall provide to the Corporation a
written affirmation of his good faith belief that the standard of
conduct necessary for indemnification by the Corporation has been
met and a written undertaking to repay any such advance if it
should ultimately be determined that the standard of conduct has
not been met. In addition, at least one of the following
additional conditions shall be met: (a) the person seeking
indemnification shall provide a security in form and amount
acceptable to the Corporation for his undertaking; (b) the
Corporation is insured against losses arising by reason of the
advance; or (c) a majority of a quorum of directors of the
Corporation who are neither "interested persons" as defined in
Section 2(a)(19) of the Investment Company Act of 1940, as
amended, nor parties to the proceeding ("disinterested non-party
directors"), or independent legal counsel, in a written opinion,
shall have determined, based on a review of facts readily
available to the Corporation at the time the advance is proposed
to be made, that there is reason to believe that the person
seeking indemnification will ultimately be found to be entitled
to indemnification.

Section 3. PROCEDURE. At the request of any person
claiming indemnification under this Article, the Board of
Directors shall determine, or cause to be determined, in a manner
consistent with the Maryland General Corporation Law, whether the
standards required by this Article have been met.
Indemnification shall be made only following: (a) a final
decision on the merits by a court or other body before whom the
proceeding was brought that the person to be indemnified was not
liable by reason of disabling conduct or (b) in the absence of
such a decision, a reasonable determination, based upon a review
of the facts, that the person to be indemnified was not liable by
reason of disabling conduct by (i) the vote of a majority of a
quorum of disinterested non-party directors or (ii) an
independent legal counsel in a written opinion.

Section 4. INDEMNIFICATION OF EMPLOYEES AND AGENTS.
Employees and agents who are not officers or directors of the
Corporation may be indemnified, and reasonable expenses may be
advanced to such employees or agents, as may be provided by
action of the Board of Directors or by contract, subject to any
limitations imposed by the Maryland General Corporation Law and
the Investment Company Act of 1940.

Section 5. OTHER RIGHTS. The Board of Directors may
make further provision consistent with law for indemnification
and advance of expenses to the directors, officers, employees and
agents by resolution, agreement or otherwise. The
indemnification provided by this Article shall not be deemed
exclusive of any other right, with respect to indemnification or
otherwise, to which those seeking indemnification may be entitled
under any insurance or other agreement or resolution of
stockholders or disinterested directors or otherwise.

Section 6. AMENDMENTS. References in this Article are
to the Maryland General Corporation Law and to the Investment
Company Act of 1940 as from time to time amended. No amendment
of these By-Laws shall affect any right of any person under this
Article based on any event, omission or proceeding prior to the
amendment.

ARTICLE VIII

AMENDMENT

The By-Laws of the Corporation may be altered, amended,
added to or repealed by majority vote of the entire Board of
Directors.

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

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.<PAGE>
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]

Exhibit 6
DISTRIBUTION AGREEMENT

Henssler Funds, Inc.

THIS DISTRIBUTION AGREEMENT (the "Agreement") is made as of
the 1st day of May, 1998 by and among Henssler Funds, Inc. (the
"Fund"), a Maryland corporation, Henssler Asset Management LLC
(the "Adviser"), a Maryland corporation, and Declaration
Distributors, Inc. (the "Distributor"), a Pennsylvania
corporation.

WITNESSETH THAT:

WHEREAS, the Fund is registered as an open-end management
investment company under the Investment Company Act of 1940, as
amended (the "1940 Act") and has registered its shares of common
stock (the "Shares") under the Securities Act of 1933, as amended
(the "1933 Act") in one or more distinct series of Shares (the
"Portfolio" or "Portfolios");

WHEREAS, the Adviser has been appointed investment adviser
to the Fund;

WHEREAS, the Distributor is a broker-dealer registered with
the U.S. Securities and Exchange Commission (the "SEC") and a
member in good standing of the National Association of Securities
Dealers, Inc. (the "NASD"); and

WHEREAS, the Fund, the Adviser and the Distributor desire to
enter into this Agreement pursuant to which the Distributor will
provide distribution services to the Portfolios of the Fund
identified on Schedule A, as may be amended from time to time, on
the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and mutual
covenants contained in this Agreement, the Fund, the Adviser and
the Distributor, intending to be legally bound hereby, agree as
follows:

1. APPOINTMENT OF DISTRIBUTOR. The Fund hereby appoints
the Distributor as its exclusive agent for the distribution of
the Shares, and the Distributor hereby accepts such appointment
under the terms of this Agreement. The Fund shall not sell any
Shares to any person except to fill orders for the Shares
received through the Distributor; provided, however, that the
foregoing exclusive right shall not apply: (i) to Shares issued
or sold in connection with the merger or consolidation of any
other investment company with the Fund or the acquisition by
purchase or otherwise of all or substantially all of the assets
of any investment company or substantially all of the outstanding
shares of any such company by the Fund; (ii) to Shares which may
be offered by the Fund to its shareholders for reinvestment of
cash distributed from capital gains or net investment income of
the Fund; or (iii) to Shares which may be issued to shareholders
of other funds who exercise any exchange privilege set forth in
the Fund's Prospectus. Notwithstanding any other provision
hereof, the Fund may terminate, suspend, or withdraw the offering
of the Shares whenever, in its sole discretion, it deems such
action to be desirable, and the Distributor shall process no
further orders for Shares after it receives notice of such
termination, suspension or withdrawal.

2. FUND DOCUMENTS. The Fund has provided the
Administrator with properly certified or authenticated copies of
the following Fund related documents in effect on the date
hereof: the Fund's organizational documents, including Articles
of Incorporation and By-Laws; the Fund's Registration Statement
on Form N-1A, including all exhibits thereto; the Fund's most
current Prospectus and Statement of Additional Information; and
resolutions of the Fund's Board of Directors authorizing the
appointment of the Distributor and approving this Agreement. The
Fund shall promptly provide to the Distributor copies, properly
certified or authenticated, of all amendments or supplements to
the foregoing. The Fund shall provide to the Distributor copies
of all other information which the Distributor may reasonably
request for use in connection with the distribution of Shares,
including, but not limited to, a certified copy of all financial
statements prepared for the Fund by its independent public
accountants. The Fund shall also supply the Distributor with
such number of copies of the current Prospectus, Statement of
Additional Information and shareholder reports as the Distributor
shall reasonably request.

3. DISTRIBUTION SERVICES. The Distributor shall sell and
repurchase Shares as set forth below, subject to the registration
requirements of the 1933 Act and the rules and regulations
thereunder, and the laws governing the sale of securities in the
various states ("Blue Sky Laws"):

a. The Distributor, as agent for the Fund, shall sell
Shares to the public against orders therefor at the public
offering price, which shall be the net asset value of the Shares
then in effect.

b. The net asset value of the Shares shall be
determined in the manner provided in the then current Prospectus
and Statement of Additional Information. The net asset value of
the Shares shall be calculated by the Fund or by another entity
on behalf of the Fund. The Distributor shall have no duty to
inquire into or liability for the accuracy of the net asset value
per Share as calculated.

c. Upon receipt of purchase instructions, the
Distributor shall transmit such instructions to the Fund or its
transfer agent for registration of the Shares purchased.

d. The Distributor shall also have the right to take,
as agent for the Fund, all actions which, in the Distributor's
judgment, are necessary to effect the distribution of Shares.

e. Nothing in this Agreement shall prevent the
Distributor or any "affiliated person" from buying, selling or
trading any securities for its or their own account or for the
accounts of others for whom it or they may be acting; provided,
however, that the Distributor expressly agrees that it shall not
for its own account purchase any Shares of the Fund except for
investment purposes and that it shall not for its own account
sell any such Shares except for redemption of such Shares by the
Fund, and that it shall not undertake activities which, in its
judgment, would adversely affect the performance of its
obligations to the Fund under this Agreement.

f. The Distributor, as agent for the Fund, shall
repurchase Shares at such prices and upon such terms and
conditions as shall be specified in the Prospectus.

4. DISTRIBUTION SUPPORT SERVICES. In addition to the sale
and repurchase of Shares, the Distributor shall perform the
distribution support services set forth on Schedule B attached
hereto, as may be amended from time to time. Such distribution
support services shall include: Review of sales and marketing
literature and submission to the NASD; NASD recordkeeping; and
quarterly reports to the Fund's Board of Directors. Such
distribution support services may also include: fulfillment
services, including telemarketing, printing, mailing and follow-
up tracking of sales leads; and licensing Adviser or Fund
personnel as registered representatives of the Distributor and
related supervisory activities.

5. REASONABLE EFFORTS. The Distributor shall use all
reasonable efforts in connection with the distribution of Shares.
The Distributor shall have no obligation to sell any specific
number of Shares and shall only sell Shares against orders
received therefor. The Fund shall retain the right to refuse at
any time to sell any of its Shares for any reason deemed adequate
by it.

6. COMPLIANCE. In furtherance of the distribution
services being provided hereunder, the Distributor and the Fund
agree as follows:

a. The Distributor shall comply with the Rules of
Fair Practice of the NASD and the securities laws of any
jurisdiction in which it sells, directly or indirectly, Shares.

b. The Distributor shall require each dealer with
whom the Distributor has a selling agreement to conform to the
applicable provisions of the Fund's most current Prospectus and
Statement of Additional Information, with respect to the public
offering price of the Shares.

c. The Fund agrees to furnish to the Distributor
sufficient copies of any agreements, plans, communications with
the public or other materials it intends to use in connection
with any sales of Shares in a timely manner in order to allow the
Distributor to review, approve and file such materials with the
appropriate regulatory authorities and obtain clearance for use.
The Fund agrees not to use any such materials until so filed and
cleared for use by appropriate authorities and the Distributor.

d. The Distributor, at its own expense, shall qualify
as a broker or dealer, or otherwise, under all applicable Federal
or state laws required to permit the sale of Shares in such
states as shall be mutually agreed upon by the parties; provided,
however that the Distributor shall have no obligation to register
as a broker or dealer under the Blue Sky Laws of any jurisdiction
if it determines that registering or maintaining registration in
such jurisdiction would be uneconomical.

e. The Distributor shall not, in connection with any
sale or solicitation of a sale of the Shares, or make or
authorize any representative, service organization, broker or
dealer to make, any representations concerning the Shares except
those contained in the Fund's most current Prospectus covering
the Shares and in communications with the public or sales
materials approved by the Distributor as information supplemental
to such Prospectus.

7. EXPENSES. Expenses shall be allocated as follows:

a. The Fund shall bear the following expenses:
preparation, setting in type, and printing of sufficient copies
of the Prospectus and Statement of Additional Information for
distribution to existing shareholders; preparation and printing
of reports and other communications to existing shareholders;
distribution of copies of the Prospectus, Statement of Additional
Information and all other communications to existing
shareholders; registration of the Shares under the Federal
securities laws; qualification of the Shares for sale in the
jurisdictions mutually agreed upon by the Fund and the
Distributor; transfer agent/shareholder servicing agent services;
supplying information, prices and other data to be furnished by
the Fund under this Agreement; and any original issue taxes or
transfer taxes applicable to the sale or delivery of the Shares
or certificates therefor.

b. The Adviser shall pay all other expenses incident
to the sale and distribution of the Shares sold hereunder,
including, without limitation: printing and distributing copies
of the Prospectus, Statement of Additional Information and
reports prepared for use in connection with the offering of
Shares for sale to the public; advertising in connection with
such offering, including public relations services, sales
presentations, media charges, preparation, printing and mailing
of advertising and sales literature; data processing necessary to
support a distribution effort; distribution and shareholder
servicing activities of broker-dealers and other financial
institutions; filing fees required by regulatory authorities for
sales literature and advertising materials; any additional out-
of-pocket expenses incurred in connection with the foregoing and
any other costs of distribution.

8. COMPENSATION. For the distribution and distribution
support services provided by the Distributor pursuant to the
terms of the Agreement, the Adviser shall pay to the Distributor
the compensation set forth in Schedule A attached hereto, which
schedule may be amended from time to time. The Adviser shall
also reimburse the Distributor for its out-of-pocket expenses
related to the performance of its duties hereunder, including,
without limitation, telecommunications charges, postage and
delivery charges, record retention costs, reproduction charges
and traveling and lodging expenses incurred by officers and
employees of the Distributor. The Fund shall pay the
Distributor's monthly invoices for distribution fees and out-of-
pocket expenses within five days of the respective month-end. If
this Agreement becomes effective subsequent to the first day of
the month or terminates before the last day of the month, the
Fund shall pay to the Distributor a distribution fee that is
prorated for that part of the month in which this Agreement is in
effect. All rights of compensation and reimbursement under this
Agreement for services performed by the Distributor as of the
termination date shall survive the termination of this Agreement.

9. USE OF DISTRIBUTOR'S NAME. The Fund shall not use the
name of the Distributor or any of its affiliates in the
Prospectus, Statement of Additional Information, sales literature
or other material relating to the Fund in a manner not approved
prior thereto in writing by the Distributor; provided, however,
that the Distributor shall approve all uses of its and its
affiliates' names that merely refer in accurate terms to their
appointments or that are required by the Securities and Exchange
Commission (the "SEC") or any state securities commission; and
further provided, that in no event shall such approval be
unreasonably withheld.

10. USE OF FUND'S NAME. Neither the Distributor nor any of
its affiliates shall use the name of the Fund or material
relating to the Fund on any forms (including any checks, bank
drafts or bank statements) for other than internal use in a
manner not approved prior thereto by the Fund; provided, however,
that the Fund shall approve all uses of its name that merely
refer in accurate terms to the appointment of the Distributor
hereunder or that are required by the SEC or any state securities
commission; and further provided, that in no event shall such
approval be unreasonably withheld.

11. LIABILITY OF DISTRIBUTOR. The duties of the
Distributor shall be limited to those expressly set forth herein,
and no implied duties are assumed by or may be asserted against
the Distributor hereunder. The Distributor shall not be liable
for any error of judgment or mistake of law or for any loss
suffered by the Fund in connection with the matters to which this
Agreement relates, except to the extent of a loss resulting from
willful misfeasance, bad faith or gross negligence, or reckless
disregard of its obligations and duties under this Agreement. As
used in this Section 9 and in Section 10 (except the second
paragraph of Section 10), the term "Distributor" shall include
directors, officers, employees and other agents of the
Distributor.

12. INDEMNIFICATION OF DISTRIBUTOR. The Fund shall
indemnify and hold harmless the Distributor against any and all
liabilities, losses, damages, claims and expenses (including,
without limitation, reasonable attorneys' fees and disbursements
and investigation expenses incident thereto) which the
Distributor may incur or be required to pay hereafter, in
connection with any action, suit or other proceeding, whether
civil or criminal, before any court or administrative or
legislative body, in which the Distributor may be involved as a
party or otherwise or with which the Distributor may be
threatened, by reason of the offer or sale of the Fund shares
prior to the effective date of this Agreement.

Any director, officer, employee, shareholder or agent
of the Distributor who may be or become an officer, Director,
employee or agent of the Fund, shall be deemed, when rendering
services to the Fund or acting on any business of the Fund (other
than services or business in connection with the Distributor's
duties hereunder), to be rendering such services to or acting
solely for the Fund and not as a director, officer, employee,
shareholder or agent, or one under the control or direction of
the Distributor, even though receiving a salary from the
Distributor.

The Fund agrees to indemnify and hold harmless the
Distributor, and each person, who controls the Distributor within
the meaning of Section 15 of the 1933 Act, or Section 20 of the
Securities Exchange Act of 1934, as amended ("1934 Act"), against
any and all liabilities, losses, damages, claims and expenses,
joint or several (including, without limitation, reasonable
attorneys' fees and disbursements and investigation expenses
incident thereto) to which they, or any of them, may become
subject under the 1933 Act, the 1934 Act, the 1940 Act or other
Federal or state laws or regulations, at common law or otherwise,
insofar as such liabilities, losses, damages, claims and expenses
(or actions, suits or proceedings in respect thereof) arise out
of or relate to any untrue statement or alleged untrue statement
of a material fact contained in a Prospectus, Statement of
Additional Information, supplement thereto, sales literature or
other written information prepared by the Fund and provided by
the Fund to the Distributor for the Distributor's use hereunder,
or arise out of or relate to any omission or alleged omission to
state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading. The
Distributor (or any person controlling the Distributor) shall not
be entitled to indemnity hereunder for any liabilities, losses,
damages, claims or expenses (or actions, suits or proceedings in
respect thereof) resulting from (i) an untrue statement or
omission or alleged untrue statement or omission made in the
Prospectus, Statement of Additional Information, or supplement,
sales or other literature, in reliance upon and in conformity
with information furnished in writing to the Fund by the
Distributor specifically for use therein or (ii) the
Distributor's own willful misfeasance, bad faith, gross
negligence or reckless disregard of its duties and obligations in
the performance of this Agreement.

The Distributor agrees to indemnify and hold harmless
the Fund, and each person who controls the Fund within the
meaning of Section 15 of the 1933 Act, or Section 20 of the 1934
Act, against any and all liabilities, losses, damages, claims and
expenses, joint or several (including, without limitation
reasonable attorneys' fees and disbursements and investigation
expenses incident thereto) to which they, or any of them, may
become subject under the 1933 Act, the 1934 Act, the 1940 Act or
other Federal or state laws, at common law or otherwise, insofar
as such liabilities, losses, damages, claims or expenses arise
out of or relate to any untrue statement or alleged untrue
statement of a material fact contained in the Prospectus or
Statement of Additional Information or any supplement thereto, or
arise out of or relate to any omission or alleged omission to
state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, if based
upon information furnished in writing to the Fund by the
Distributor specifically for use therein.

A party seeking indemnification hereunder (the "Indemnitee")
shall give prompt written notice to the party from whom
indemnification is sought ("Indemnitor") of a written assertion
or claim of any threatened or pending legal proceeding which may
be subject to indemnity under this Section; provided, however,
that failure to notify the Indemnitor of such written assertion
or claim shall not relieve the Indemnitor of any liability
arising from this Section. The Indemnitor shall be entitled, if
it so elects, to assume the defense of any suit brought to
enforce a claim subject to this Indemnity and such defense shall
be conducted by counsel chosen by the Indemnitor and satisfactory
to the Indemnitee; provided, however, that if the defendants
include both the Indemnitee and the Indemnitor, and the
Indemnitee shall have reasonably concluded that there may be one
or more legal defenses available to it which are different from
or additional to those available to the Indemnitor ("conflict of
interest"), the Indemnitor shall not have the right to elect to
defend such claim on behalf of the Indemnitee, and the Indemnitee
shall have the right to select separate counsel to defend such
claim on behalf of the Indemnitee. In the event that the
Indemnitor elects to assume the defense of any suit pursuant to
the preceding sentence and retains counsel satisfactory to the
Indemnitee, the Indemnitee shall bear the fees and expenses of
additional counsel retained by it, except for reasonable
investigation costs which shall be borne by the Indemnitor. If
the Indemnitor (i) does not elect to assume the defense of a
claim, (ii) elects to assume the defense of a claim but chooses
counsel that is not satisfactory to the Indemnitee or (iii) has
no right to assume the defense of a claim because of a conflict
of interest, the Indemnitor shall advance or reimburse the
Indemnitee, at the election of the Indemnitee, reasonable fees
and disbursements of any counsel retained by Indemnitee,
including reasonable investigation costs.

13. DUAL EMPLOYEES. The Adviser agrees that only its
employees who are registered representatives of the Distributor
("dual employees") shall offer or sell Shares of the Portfolios
and further agrees that the activities of any such employees as
registered representatives of the Distributor shall be limited to
offering and selling Shares. If there are dual employees, one
employee of the Adviser shall register as a principal of the
Distributor and assist the Distributor in monitoring the
marketing and sales activities of the dual employees. The
Adviser shall maintain errors and omissions and fidelity bond
insurance policies providing reasonable coverage for its
employees activities and shall provide copies of such policies to
the Distributor. The Adviser shall indemnify and hold harmless
the Distributor against any and all liabilities, losses, damages,
claims and expenses (including reasonable attorneys' fees and
disbursements and investigation costs incident thereto) arising
from or related to the Adviser's employees' activities as
registered representatives of the Distributor, including, without
limitation, any and all such liabilities, losses, damages, claims
and expenses arising from or related to the breach by such dual
employees of any rules or regulations of the NASD or SEC.

14. FORCE MAJEURE. The Distributor shall not be liable for
any delays or errors occurring by reason of circumstances not
reasonably foreseeable and beyond its control, including, but not
limited, to acts of civil or military authority, national
emergencies, work stoppages, fire, flood, catastrophe, acts of
God, insurrection, war, riot or failure of communication or power
supply. In the event of equipment breakdowns which are beyond
the reasonable control of the Distributor and not primarily
attributable to the failure of the Distributor to reasonably
maintain or provide for the maintenance of such equipment, the
Distributor shall, at no additional expense to the Fund, take
reasonable steps in good faith to minimize service interruptions,
but shall have no liability with respect thereto.

15. SCOPE OF DUTIES. The Distributor and the Fund shall
regularly consult with each other regarding the Distributor's
performance of its obligations and its compensation under the
foregoing provisions. In connection therewith, the Fund shall
submit to the Distributor at a reasonable time in advance of
filing with the SEC copies of any amended or supplemented
Registration Statement of the Fund (including exhibits) under the
1940 Act and the 1933 Act, and at a reasonable time in advance of
their proposed use, copies of any amended or supplemented forms
relating to any plan, program or service offered by the Fund.
Any change in such materials that would require any change in the
Distributor's obligations under the foregoing provisions shall be
subject to the Distributor's approval. In the event that a
change in such documents or in the procedures contained therein
increases the cost or burden to the Distributor of performing its
obligations hereunder, the Distributor shall be entitled to
receive reasonable compensation therefore.

16. DURATION. This Agreement shall become effective as of
the date first above written, and shall continue in force for two
years from that date and thereafter from year to year, provided
continuance is approved at least annually by either (i) the vote
of a majority of the Directors of the Fund, or by the vote of a
majority of the outstanding voting securities of the Fund, and
(ii) the vote of a majority of those Directors of the Fund who
are not interested persons of the Fund, and who are not parties
to this Agreement or interested persons of any such party, cast
in person at a meeting called for the purpose of voting on the
approval.

17. TERMINATION. This Agreement shall terminate as
follows:

a. This Agreement shall terminate automatically in
the event of its assignment.

b. This Agreement shall terminate upon the failure to
approve the continuance of the Agreement after the initial two
year term as set forth in Section 14 above.

c. This Agreement shall terminate at any time upon a
vote of the majority of the Directors who are not interested
persons of the Fund or by a vote of the majority of the
outstanding voting securities of the Fund, upon not less than 60
days prior written notice to the Distributor.
d. The Distributor may terminate this Agreement upon
not less than 60 days prior written notice to the Fund.

Upon the termination of this Agreement, the Fund shall pay
to the Distributor such compensation and out-of-pocket expenses
as may be payable for the period prior to the effective date of
such termination. In the event that the Fund designates a
successor to any of the Distributor's obligations hereunder, the
Distributor shall, at the expense and direction of the Fund,
transfer to such successor all relevant books, records and other
data established or maintained by the Distributor pursuant to the
foregoing provisions.

Sections 7, 8, 9, 10, 11, 12, 13, 14, 15, 17, 21, 22, 24, 25
and 26 shall survive any termination of this Agreement.

18. AMENDMENT. The terms of this Agreement shall not be
waived, altered, modified, amended or supplemented in any manner
whatsoever except by a written instrument signed by the
Distributor and the Fund and shall not become effective unless
its terms have been approved by the majority of the Directors of
the Fund or by a "vote of majority of the outstanding voting
securities" of the Fund and by a majority of those Directors who
are not "interested persons" of the Fund or any party to this
Agreement.

19. NON-EXCLUSIVE SERVICES. The services of the
Distributor rendered to the Fund are not exclusive. The
Distributor may render such services to any other investment
company.

20. DEFINITIONS. As used in this Agreement, the terms
"vote of a majority of the outstanding voting securities,"
"assignment," "interested person" and "affiliated person" shall
have the respective meanings specified in the 1940 Act and the
rules enacted thereunder as now in effect or hereafter amended.

21. CONFIDENTIALITY. The Distributor shall treat
confidentially and as proprietary information of the Fund all
records and other information relating to the Fund and prior,
present or potential shareholders and shall not use such records
and information for any purpose other than performance of its
responsibilities and duties hereunder, except as may be required
by administrative or judicial tribunals or as requested by the
Fund.

22. NOTICE. Any notices and other communications required
or permitted hereunder shall be in writing and shall be effective
upon delivery by hand or upon receipt if sent by certified or
registered mail (postage prepaid and return receipt requested) or
by a nationally recognized overnight courier service
(appropriately marked for overnight delivery) or upon
transmission if sent by telex or facsimile (with request for
immediate confirmation of receipt in a manner customary for
communications of such respective type and with physical delivery
of the communication being made by one or the other means
specified in this Section 20 as promptly as practicable
thereafter). Notices shall be addressed as follows:

(a) if to the Fund:

Henssler Funds, Inc.
C/O G. W. Henssler & Associates, LTD.
1279 Kennestone Circle, Suite 600
Marietta, GA 30066

Attention: Mr. Gene W. Henssler,
President

(b) if to the Adviser:
Henssler Asset Management, LLC
1279 Kennestone Circle, Suite 600
Marietta, GA 30066

Attention: Mr. Gene W. Henssler,
President

Attn: Mr. Terence P. Smith, President

or to such other respective addresses as the parties shall
designate by like notice, provided that notice of a change of
address shall be effective only upon receipt thereof.

23. SEVERABILITY. If any provision of this Agreement shall
be held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected
thereby.

24. GOVERNING LAW. This Agreement shall be administered,
construed and enforced in accordance with the laws of the
Commonwealth of Pennsylvania to the extent that such laws are not
preempted by the provisions of any law of the United States
heretofore or hereafter enacted, as the same may be amended from
time to time.

25. ENTIRE AGREEMENT. This Agreement (including the
Exhibits attached hereto) contains the entire agreement and
understanding of the parties with respect to the subject matter
hereof and supersedes all prior written or oral agreements and
understandings with respect thereto.

26. MISCELLANEOUS. Each party agrees to perform such
further acts and execute such further documents as are necessary
to effectuate the purposes hereof. The captions in this
Agreement are included for convenience of reference only and in
no way define or delimit any of the provisions hereof or
otherwise affect their construction. This Agreement may be
executed in two counterparts, each of which taken together shall
constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the day and year first above written.

Henssler Funds, Inc.

By:
Gene W. Henssler, President

Henssler Asset Management LLC

By:______________________________________
Gene W. Henssler, President

Declaration Distributors, Inc.

By:______________________________________
Terence P. Smith, President

<PAGE>
SCHEDULE A

Henssler Funds, Inc.

Portfolio and Fee Schedule

Portfolios covered by Distribution Agreement:

Henssler Equity Fund

Fees for distribution and distribution support
services on behalf of the Portfolios:

Included in fee schedule "Investment Company Services
Agreement", Schedule B,
Dated as of May 1, 1998.

<PAGE>
SCHEDULE B

Distribution Support Services

1. Provide national broker dealer for Fund registration.

2. Review and submit for approval to the NASD all advertising
and promotional materials.

3. Maintain all books and records required by the NASD.

4. Subject to approval of Distributor, license personnel as
registered representatives of the Distributor to distribute
no load fund shares sponsored by the Adviser. (distribution
of load fund shares, additional cost to be negotiated)

5. Telemarketing services (additional cost- to be negotiated).

6. Fund fulfillment services, including sampling prospective
shareholders inquiries and related mailings (additional
cost- to be negotiated).

Exhibit 8

CUSTODY AGREEMENT

This agreement (the "Agreement") is entered into as of the
____ day of __________, 1997, by and between G.W. Henssler and
Associates, (the "Corporation"), a corporation organized under
the laws of the State of Maryland and having its office at 1279
Kennestone Circle, Marietta, Georgia 30066 acting for and on
behalf of _____________ (the "Fund"), which is operated and
maintained by the Corporation for the benefit of the holders of
shares of each Fund, and Star Bank, N.A. (the "Custodian"), a
national banking association having its principal office and
place of business at Star Bank Center, 425 Walnut Street,
Cincinnati, Ohio 45202.

WHEREAS, the Fund and the Custodian desire to enter into
this Agreement to provide for the custody and safekeeping of the
assets of the Fund as required by the Investment Company Act of
1940, as amended (the "Act").

WHEREAS, the Fund hereby appoints the Custodian as custodian
of all the Fund's Securities and moneys at any time owned by the
Fund during the term of this Agreement (the "Fund Assets").

WHEREAS, the Custodian hereby accepts such appointment as
Custodian and agrees to perform the duties thereof as hereinafter
set forth.

THEREFORE, in consideration of the mutual promises
hereinafter set forth, the Fund and the Custodian agree as
follows:

ARTICLE I
Definitions

The following words and phrases, when used in this
Agreement, unless the context otherwise requires, shall have the
following meanings:

AUTHORIZED PERSON - the Chairman, President, Secretary,
Treasurer, Controller, or Senior Vice President of the Fund, or
any other person, whether or not any such person is an officer or
employee of the Fund, duly authorized by the Board Of Directors
of the Fund to give Oral Instructions and Written Instructions on
behalf of the Fund, and listed in the Certificate annexed hereto
as Appendix A, or such other Certificate as may be received by
the Custodian from time to time.

BOOK-ENTRY SYSTEM - the Federal Reserve Bank book-entry
system for United States Treasury securities and federal agency
securities.

DEPOSITORY - The Depository Trust Company ("DTC"), a limited
purpose trust company its successor(s) and its nominee(s) or any
other person or clearing agent.

DIVIDEND AND TRANSFER AGENT - the dividend and transfer
agent appointed, from time to time, pursuant to a written
agreement between the dividend and transfer agent and the Fund.

FOREIGN SECURITIES - a) securities issued and sold primarily
outside of the United States by a foreign government, a national
of any foreign country, or a trust or other organization
incorporated or organized under the laws of any foreign country
or; b) securities issued or guaranteed by the government of the
United States, by any state, by any political subdivision or
agency thereof, or by any entity organized under the laws of the
United States or of any state thereof, which have been issued and
sold primarily outside of the United States.

MONEY MARKET SECURITY - debt obligations issued or
guaranteed as to principal and/or interest by the government of
the United States or agencies or instrumentalities thereof,
commercial paper, obligations (including certificates of deposit,
bankers' acceptances, repurchase agreements and reverse
repurchase agreements with respect to the same), and time
deposits of domestic banks and thrift institutions whose deposits
are insured by the Federal Deposit Insurance Corporation, and
short-term corporate obligations where the purchase and sale of
such securities normally require settlement in federal funds or
their equivalent on the same day as such purchase and sale, all
of which mature in not more than thirteen (13) months.

OFFICERS - the Chairman, President, Secretary, Treasurer,
Controller, and Senior Vice President of the Fund listed in the
Certificate annexed hereto as Appendix A, or such other
Certificate as may be received by the Custodian from time to
time.

ORAL INSTRUCTIONS - verbal instructions received by the
Custodian from an Authorized Person (or from a person that the
Custodian reasonably believes in good faith to be an Authorized
Person) and confirmed by Written Instructions in such a manner
that such Written Instructions are received by the Custodian on
the business day immediately following receipt of such Oral
Instructions.

PROSPECTUS - the Fund's then currently effective prospectus
and Statement of Additional Information, as filed with and
declared effective from time to time by the Securities and
Exchange Commission.

SECURITY OR SECURITIES - Money Market Securities, common
stock, preferred stock, options, financial futures, bonds, notes,
debentures, corporate debt securities, mortgages, and any
certificates, receipts, warrants, or other instruments
representing rights to receive, purchase, or subscribe for the
same or evidencing or representing any other rights or interest
therein, or any property or assets.

WRITTEN INSTRUCTIONS - communication received in writing by
the Custodian from an Authorized Person.

ARTICLE II

DOCUMENTS AND NOTICES TO BE FURNISHED BY THE FUND

A. The following documents, including any amendments
thereto, will be provided contemporaneously with the execution of
the Agreement, to the Custodian by the Fund:

1. A copy of the Articles of Incorporation of the Fund
certified by the Secretary.

2. A copy of the By-Laws of the Fund certified by the
Secretary.

3. A copy of the resolution of the Board Of Directors
of the Fund appointing the Custodian, certified by
the Secretary.

4. A copy of the then current Prospectus.

5. A Certificate of the President and Secretary of the
Fund setting forth the names and signatures of the

Officers of the Fund.

B. The Fund agrees to notify the Custodian in writing of
the appointment of any Dividend and Transfer Agent.

ARTICLE III

RECEIPT OF FUND ASSETS

A. During the term of this Agreement, the Fund will
eliver or cause to be delivered to the Custodian all moneys
constituting Fund Assets. The Custodian shall be entitled to
reverse any deposits made on the Fund's behalf where such
deposits have been entered and moneys are not finally collected
within 30 days of the making of such entry.

B. During the term of this Agreement, the Fund will
deliver or cause to be delivered to the Custodian all Securities
constituting Fund Assets. The Custodian will not have any duties
or responsibilities with respect to such Securities until
actually received by the Custodian.

C. As and when received, the Custodian shall deposit to
the account(s) of the Fund any and all payments for shares of the
Fund issued or sold from time to time as they are received from
the Fund's distributor or Dividend and Transfer Agent or from the
Fund itself.

ARTICLE IV

DISBURSEMENT OF FUND ASSETS

A. The Fund shall furnish to the Custodian a copy of the
resolution of the Board Of Directors of the Fund, certified by
the Fund's Secretary, either (i) setting forth the date of the
declaration of any dividend or distribution in respect of shares
of the Fund, the date of payment thereof, the record date as of
which Fund shareholders entitled to payment shall be determined,
the amount payable per share to Fund shareholders of record as of
that date, and the total amount to be paid by the Dividend and
Transfer Agent on the payment date, or (ii) authorizing the
declaration of dividends and distributions in respect of shares
of the Fund on a daily basis and authorizing the Custodian to
rely on a Certificate setting forth the date of the declaration
of any such dividend or distribution, the date of payment
thereof, the record date as of which Fund shareholders entitled
to payment shall be determined, the amount payable per share to
Fund shareholders of record as of that date, and the total amount
to be paid by the Dividend and Transfer Agent on the payment
date.

On the payment date specified in such resolution or
Certificate described above, the Custodian shall segregate such
amounts from moneys held for the account of the Fund so that they
are available for such payment.

B. Upon receipt of Written Instructions so directing it,
the Custodian shall segregate amounts necessary for the payment
of redemption proceeds to be made by the Dividend and Transfer
Agent from moneys held for the account of the Fund so that they
are available for such payment.

C. Upon receipt of a Certificate directing payment and
setting forth the name and address of the person to whom such
payment is to be made, the amount of such payment, and the
purpose for which payment is to be made, the Custodian shall
disburse amounts as and when directed from the Fund Assets. The
Custodian is authorized to rely on such directions and shall be
under no obligation to inquire as to the propriety of such
directions.

D. Upon receipt of a Certificate directing payment, the
Custodian shall disburse moneys from the Fund Assets in payment
of the Custodian's fees and expenses as provided in Article VIII
hereof.

ARTICLE V

CUSTODY OF FUND ASSETS

A. The Custodian shall open and maintain a separate bank
account or accounts in the United States in the name of the Fund,
subject only to draft or order by the Custodian acting pursuant
to the terms of this Agreement, and shall hold all cash received
by it from or for the account of the Fund, other than cash
maintained by the Fund in a bank account established and used by
the Fund in accordance with Rule 17f-3 under the Act. Moneys held
by the Custodian on behalf of the Fund may be deposited by the
Custodian to its credit as Custodian in the banking department of
the Custodian. Such moneys shall be deposited by the Custodian in
its capacity as such, and shall be withdrawable by the Custodian
only in such capacity.

B. The Custodian shall hold all Securities delivered to
it in safekeeping in a separate account or accounts maintained at
Star Bank, N.A. for the benefit of the Fund.

C. All Securities held which are issued or issuable only
in bearer form, shall be held by the Custodian in that form; all
other Securities held for the Fund shall be registered in the
name of the Custodian or its nominee. The Fund agrees to furnish
to the Custodian appropriate instruments to enable the Custodian
to hold, or deliver in proper form for transfer, any Securities
that it may hold for the account of the Fund and which may, from
time to time, be registered in the name of the Fund.

D. With respect to all Securities held for the Fund, the
Custodian shall on a timely basis (concerning items 1 and 2
below, as defined in the Custodian's Standards of Service Guide,
as amended from time to time, annexed hereto as Appendix C):

1.) Collect all income due and payable with respect to
such Securities,

2.) Present for payment and collect amounts payable
upon all Securities which may mature or be called,
redeemed, or retired, or otherwise become payable;

3.) Surrender Securities in temporary form for
definitive Securities; and

4.) Execute, as agent, any necessary declarations or
certificates of ownership under the Federal Income
tax laws or the laws of regulations of any other
taxing authority, including any foreign taxing
authority, now or hereafter in effect.

E. Upon receipt of a Certificate AND NOT OTHERWISE, the
Custodian shall:

1.) Execute and deliver to such persons as may be
designated in such Certificate proxies, consents,
authorizations, and any other instruments whereby
the authority of the Fund as beneficial owner of
any Securities may be exercised;

2.) Deliver any Securities in exchange for other
Securities or cash issued or paid in connection
with the liquidation, reorganization, refinancing,
merger, consolidation, or recapitalization of any
trust, or the exercise of any conversion privilege;

3.) Deliver any Securities to any protective committee,
reorganization committee, or other person in
connection with the reorganization, refinancing,
merger, consolidation, recapitalization, or sale of
assets of any trust, and receive and hold under the
terms of this Agreement such certificates of
deposit, interim receipts or other instruments or
documents as may be issued to it to evidence such
delivery;

4.) Make such transfers or exchanges of the assets of
the Fund and take such other steps as shall be
stated in said Certificate to be for the purpose of
effectuating any duly authorized plan of
liquidation, reorganization, merger, consolidation
or recapitalization of the Fund; and

5.) Deliver any Securities held for the Fund to the
depository agent for tender or other similar
offers.

F. The Custodian shall promptly deliver to the Fund all
notices, proxy material and executed but unvoted proxies
pertaining to shareholder meetings of Securities held by the
Fund. The Custodian shall not vote or authorize the voting of any
Securities or give any consent, waiver or approval with respect
thereto unless so directed by a Certificate or Written
Instruction.

G. The Custodian shall promptly deliver to the Fund all
information received by the Custodian and pertaining to
Securities held by the Fund with respect to tender or exchange
offers, calls for redemption or purchase, or expiration of
rights.

ARTICLE VI

PURCHASE AND SALE OF SECURITIES

A. Promptly after each purchase of Securities by the
Fund, the Fund shall deliver to the Custodian (i) with respect to
each purchase of Securities which are not Money Market
Securities, Written Instructions, and (ii) with respect to each
purchase of Money Market Securities, Written Instructions or Oral
Instructions, specifying with respect to each such purchase the,

1.) name of the issuer and the title of the Securities,

2.) principal amount purchased and accrued interest, if
any,

3.) date of purchase and settlement,
4.) purchase price per unit,

5.) total amount payable, and

6.) name of the person from whom, or the broker through
which, the purchase was made.

The Custodian shall, against receipt of Securities purchased by
or for the Fund, pay out of the Fund Assets, the total amount
payable to the person from whom or the broker through which the
purchase was made, provided that the same conforms to the total
amount payable as set forth in such Written Instructions or Oral
Instructions, as the case may be.

B. Promptly after each sale of Securities by the Fund, the
Fund shall deliver to the Custodian (i) with respect to each sale
of Securities which are not Money Market Securities, Written
Instructions, and (ii) with respect to each sale of Money Market
Securities, Written Instructions or Oral Instructions, specifying
with respect to each such sale the;

1.) name of the issuer and the title of the Securities,

2.) principal amount sold and accrued interest, if any,

3.) date of sale and settlement,

4.) sale price per unit,

5.) total amount receivable, and

6.) name of the person to whom, or the broker through
which, the sale was made.

The Custodian shall deliver the Securities against receipt
of the total amount receivable, provided that the same conforms
to the total amount receivable as set forth in such Written
Instructions or Oral Instructions, as the case may be.

C. On contractual settlement date, the account of the
Fund will be charged for all purchased Securities settling on
that day, regardless of whether or not delivery is made.
Likewise, on contractual settlement date, proceeds from the sale
of Securities settling that day will be credited to the account
of the Fund, irrespective of delivery.

D. Purchases and sales of Securities effected by the
Custodian will be made on a delivery versus payment basis. The
Custodian may, in its sole discretion, upon receipt of a
Certificate, elect to settle a purchase or sale transaction in
some other manner, but only upon receipt of acceptable
indemnification from the Fund.

E. The Custodian shall, upon receipt of a Written
Instructions so directing it, establish and maintain a segregated
account or accounts for and on behalf of the Fund. Cash and/or
Securities may be transferred into such account or accounts for
specific purposes, to-wit:

1.) in accordance with the provision of any agreement
among the Fund, the Custodian, and a broker-dealer
registered under the Securities and Exchange Act of
1934, as amended, and also a member of the National
Association of Securities Dealers (NASD) (or any
futures commission merchant registered under the
Commodity Exchange Act), relating to compliance
with the rules of the Options Clearing Corporation
and of any registered national securities exchange,
the Commodity Futures Trading Commission, any
registered contract market, or any similar
organization or organizations requiring escrow or
other similar arrangements in connection with
transactions by the Fund;

2.) for purposes of segregating cash or government
securities in connection with options purchased,
sold, or written by the Fund or commodity futures
contracts or options thereon purchased or sold by
the Fund;

3.) for the purpose of compliance by the fund with the
procedures required for reverse repurchase
agreements, firm commitment agreements, standby
commitment agreements, and short sales by Act
Release No. 10666, or any subsequent release or
releases or rule of the Securities and Exchange
Commission relating to the maintenance of
segregated accounts by registered investment
companies; and

4.) for other corporate purposes, only in the case of
this clause 4 upon receipt of a copy of a
resolution of the Board Of Directors of the Fund,
certified by the Secretary of the Fund, setting
forth the purposes of such segregated account.

F. Except as otherwise may be agreed upon by the parties
hereto, the Custodian shall not be required to comply with any
Written Instructions to settle the purchase of any Securities on
behalf of the Fund unless there is sufficient cash in the
account(s) at the time or to settle the sale of any Securities
from an account(s) unless such Securities are in deliverable
form. Notwithstanding the foregoing, if the purchase price of
such Securities exceeds the amount of cash in the account(s) at
the time of such purchase, the Custodian may, in its sole
discretion, advance the amount of the difference in order to
settle the purchase of such Securities. The amount of any such
advance shall be deemed a loan from the Custodian to the Fund
payable on demand and bearing interest accruing from the date
such loan is made up to but not including the date such loan is
repaid at a rate per annum customarily charged by the Custodian
on similar loans.

ARTICLE VII

FUND INDEBTEDNESS

In connection with any borrowings by the Fund, the Fund will
cause to be delivered to the Custodian by a bank or broker
requiring Securities as collateral for such borrowings (including
the Custodian if the borrowing is from the Custodian), a notice
or undertaking in the form currently employed by such bank or
broker setting forth the amount of collateral. The Fund shall
promptly deliver to the Custodian a Certificate specifying with
respect to each such borrowing: (a) the name of the bank or
broker, (b) the amount and terms of the borrowing, which may be
set forth by incorporating by reference an attached promissory
note duly endorsed by the Fund, or a loan agreement, (c) the
date, and time if known, on which the loan is to be entered into,
(d) the date on which the loan becomes due and payable, (e) the
total amount payable to the Fund on the borrowing date, and (f)
the description of the Securities securing the loan, including
the name of the issuer, the title and the number of shares or the
principal amount. The Custodian shall deliver on the borrowing
date specified in the Certificate the required collateral against
the lender's delivery of the total loan amount then payable,
provided that the same conforms to that which is described in the
Certificate. The Custodian shall deliver, in the manner directed
by the Fund, such Securities as additional collateral, as may be
specified in a Certificate, to secure further any transaction
described in this Article VII. The Fund shall cause all
Securities released from collateral status to be returned
directly to the Custodian and the Custodian shall receive from
time to time such return of collateral as may be tendered to it.

The Custodian may, at the option of the lender, keep such
collateral in its possession, subject to all rights therein given
to the lender because of the loan. The Custodian may require such
reasonable conditions regarding such collateral and its dealings
with third-party lenders as it may deem appropriate.

ARTICLE VIII

CONCERNING THE CUSTODIAN

A. Except as otherwise provided herein, the Custodian shall
not be liable for any loss or damage resulting from its action or
omission to act or otherwise, except for any such loss or damage
arising out of its own gross negligence or willful misconduct.
The Fund shall defend, indemnify and hold harmless the Custodian
and its directors, officers, employees and agents with respect to
any loss, claim, liability or cost (including reasonable
attorneys' fees) arising or alleged to arise from or relating to
the Fund's duties hereunder or any other action or inaction of
the Fund or its Directors, officers, employees or agents, except
such as may arise from the negligent action, omission, willful
misconduct or breach of this Agreement by the Custodian. The
Custodian may, with respect to questions of 1aw, apply for and
obtain the advice and opinion of counsel, at the expense of the
Fund, and shall be fully protected with respect to anything done
or omitted by it in good faith in conformity with the advice or
opinion of counsel. The provisions under this paragraph shall
survive the termination of this Agreement.

B. Without limiting the generality of the foregoing, the
Custodian, acting in the capacity of Custodian hereunder, shall
be under no obligation to inquire into, and shall not be liable
for:

1.) The validity of the issue of any Securities
purchased by or for the account of the Fund, the
legality of the purchase thereof, or the propriety
of the amount paid therefor;

2.) The legality of the sale of any Securities by or
for the account of the Fund, or the propriety of
the amount for which the same are sold;

3.) The legality of the issue or sale of any shares of
the Fund, or the sufficiency of the amount to be
received therefor;

4.) The legality of the redemption of any shares of the
Fund, or the propriety of the amount to be paid
therefor;

5.) The legality of the declaration or payment of any
dividend by the Fund in respect of shares of the
Fund;

6.) The legality of any borrowing by the Fund on behalf
of the Fund, using Securities as collateral;

C. The Custodian shall not be under any duty or obligation
to take action to effect collection of any amount due to the Fund
from any Dividend and Transfer Agent of the Fund nor to take any
action to effect payment or distribution by any Dividend and
Transfer Agent of the Fund of any amount paid by the Custodian to
any Dividend and Transfer Agent of the Fund in accordance with
this Agreement.

D. Notwithstanding Section D of Article V, the Custodian
shall not be under any duty or obligation to take action to
effect collection of any amount, if the Securities upon which
such amount is payable are in default, or if payment is refused
after due demand or presentation, unless and until (i) it shall
be directed to take such action by a Certificate and (ii) it
shall be assured to its satisfaction (including prepayment
thereof) of reimbursement of its costs and expenses in connection
with any such action.

E. The Fund acknowledges and hereby authorizes the
Custodian to hold Securities through its various agents described
in Appendix B annexed hereto. The Fund hereby represents that
such authorization has been duly approved by the Board Of
Directors of the Fund as required by the Act. The Custodian
acknowledges that although certain Fund Assets are held by its
agents, the Custodian remains primarily liable for the
safekeeping of the Fund Assets.

In addition, the Fund acknowledges that the Custodian may
appoint one or more financial institutions, as agent or agents or
as sub-custodian or sub-custodians, including, but not limited
to, banking institutions located in foreign countries, for the
purpose of holding Securities and moneys at any time owned by the
Fund. The Custodian shall not be relieved of any obligation or
liability under this Agreement in connection with the appointment
or activities of such agents or sub-custodians. Any such agent or
sub-custodian shall be qualified to serve as such for assets of
investment companies registered under the Act. Upon request, the
Custodian shall promptly forward to the Fund any documents it
receives from any agent or sub-custodian appointed hereunder
which may assist trustees of registered investment companies
fulfill their responsibilities under Rule 17f-5 of the Act.

F. The Custodian shall not be under any duty or
obligation to ascertain whether any Securities at any time
delivered to or held by it for the account of the Fund are such
as properly may be held by the Fund under the provisions of the
Articles of Incorporation and the Fund's By-Laws.

G. The Custodian shall treat all records and other
information relating to the Fund and the Fund Assets as
confidential and shall not disclose any such records or
information to any other person unless (i) the Fund shall have
consented thereto in writing or (ii) such disclosure is required
by law.

H. The Custodian shall be entitled to receive and the
Fund agrees to pay to the Custodian such compensation as shall be
determined pursuant to Appendix D attached hereto, or as shall be
determined pursuant to amendments to such Appendix D. The
Custodian shall be entitled to charge against any money held by
it for the account of the Fund, the amount of any of its fees,
any loss, damage, liability or expense, including counsel fees.
The expenses which the Custodian may charge against the account
of the Fund include, but are not limited to, the expenses of
agents or sub-custodians incurred in settling transactions
involving the purchase and sale of Securities of the Fund.

I. The Custodian shall be entitled to rely upon any Oral
Instructions and any Written Instructions. The Fund agrees to
forward to the Custodian Written Instructions conforming Oral
Instructions in such a manner so that such Written Instructions
are received by the Custodian, whether by hand delivery,
facsimile or otherwise, on the same business day on which such
Oral Instructions were given. The Fund agrees that the failure of
the Custodian to receive such confirming instructions shall in no
way affect the validity of the transactions or enforceability of
the transactions hereby authorized by the Fund. The Fund agrees
that the Custodian shall incur no liability to the Fund for
acting upon Oral Instructions given to the Custodian hereunder
concerning such transactions.

J. The Custodian will (i) set up and maintain proper
books of account and complete records of all transactions in the
accounts maintained by the Custodian hereunder in such manner as
will meet the obligations of the Fund under the Act, with
particular attention to Section 31 thereof and Rules 31a-1 and
31a-2 thereunder and those records are the property of the Fund,
and (ii) preserve for the periods prescribed by applicable
Federal statute or regulation all records required to be so
preserved. All such books and records shall be the property of
the Fund, and shall be open to inspection and audit at reasonable
times and with prior notice by Officers and auditors employed by
the Fund.

K. The Custodian shall send to the Fund any report
received on the systems of internal accounting control of the
Custodian, or its agents or sub-custodians, as the Fund may
reasonably request from time to time.

L. The Custodian performs only the services of a
custodian and shall have no responsibility for the management,
investment or reinvestment of the Securities from time to time
owned by the Fund. The Custodian is not a selling agent for
shares of the Fund and performance of its duties as custodian
shall not be deemed to be a recommendation to the Fund's
depositors or others of shares of the Fund as an investment.

M. The Custodian shall take all reasonable action, that the
Fund may from time to time request, to assist the Fund in
obtaining favorable opinions from the Fund's independent
accountants, with respect to the Custodian's activities
hereunder, in connection with the preparation of the Fund's Form
N-1A, Form N-SAR, or other annual reports to the Securities and
Exchange Commission.

N. The Fund hereby pledges to and grants the Custodian a
security interest in any Fund Assets to secure the payment of any
liabilities of the Fund to the Custodian, whether acting in its
capacity as Custodian or otherwise, or on account of money
borrowed from the Custodian. This pledge is in addition to any
other pledge of collateral by the Fund to the Custodian.

ARTICLE IX

FORCE MAJEURE

Neither the Custodian nor the Corporation shall be liable
for any failure or delay in performance of its obligations under
this Agreement arising out of or caused, directly or indirectly,
by circumstances beyond its reasonable control, including,
without limitation, acts of God; earthquakes; fires; floods;
wars; civil or military disturbances; sabotage; strikes;
epidemics; riots; labor disputes; acts of civil or military
authority; governmental actions; or inability to obtain labor,
material, equipment or transportation; provided, however, that
the Custodian, in the event of a failure or delay, shall use its
best efforts to ameliorate the effects of such failure or delay.

ARTICLE X

TERMINATION

A. Either of the parties hereto may terminate this
Agreement for any reason by giving to the other party a notice in
writing specifying the date of such termination, which shall be
not less than ninety (90) days after the date of giving of such
notice. If such notice is given by the Fund, it shall be
accompanied by a copy of a resolution of the Board Of Directors
of the Fund, certified by the Secretary of the Fund, electing to
terminate this Agreement and designating a successor custodian or
custodians. In the event such notice is given by the Custodian,
the Fund shall, on or before the termination date, deliver to the
Custodian a copy of a resolution of the Board Of Directors of the
Fund, certified by the Secretary, designating a successor
custodian or custodians to act on behalf of the Fund. In the
absence of such designation by the Fund, the Custodian may
designate a successor custodian which shall be a bank or trust
company having not less than $100,000,000 aggregate capital,
surplus, and undivided profits. Upon the date set forth in such
notice this Agreement shall terminate, and the Custodian,
provided that it has received a notice of acceptance by the
successor custodian, shall deliver, on that date, directly to the
successor custodian all Securities and moneys then owned by the
Fund and held by it as Custodian. Upon termination of this
Agreement, the Fund shall pay to the Custodian on behalf of the
Fund such compensation as may be due as of the date of such
termination. The Fund agrees on behalf of the Fund that the
Custodian shall be reimbursed for its reasonable costs in
connection with the termination of this Agreement.

B. If a successor custodian is not designated by the
Fund, or by the Custodian in accordance with the preceding
paragraph, or the designated successor cannot or will not serve,
the Fund shall, upon the delivery by the Custodian to the Fund of
all Securities (other than Securities held in the Book-Entry
System which cannot be delivered to the Fund) and moneys then
owned by the Fund, be deemed to be the custodian for the Fund,
and the Custodian shall thereby be relieved of all duties and
responsibilities pursuant to this Agreement, other than the duty
with respect to Securities held in the Book-Entry System, which
cannot be delivered to the Fund, which shall be held by the
Custodian in accordance with this Agreement.

ARTICLE Xl

MISCELLANEOUS

A. Appendix A sets forth the names and the signatures of
all Authorized Persons, as certified by the Secretary of the
Fund. The Fund agrees to furnish to the Custodian a new Appendix
A in form similar to the attached Appendix A, if any present
Authorized Person ceases to be an Authorized Person or if any
other or additional Authorized Persons are elected or appointed.
Until such new Appendix A shall be received, the Custodian shall
be fully protected in acting under the provisions of this
Agreement upon Oral Instructions or signatures of the then
current Authorized Persons as set forth in the last delivered
Appendix A.

B. No recourse under any obligation of this Agreement or
for any claim based thereon shall be had against any organizer,
shareholder, Officer, Director, past, present or future as such,
of the Fund or of any predecessor or successor, either directly
or through the Fund or any such predecessor or successor, whether
by virtue of any constitution, statute or rule of law or equity,
or be the enforcement of any assessment or penalty or otherwise;
it being expressly agreed and understood that this Agreement and
the obligations thereunder are enforceable solely against the
Fund, and that no such personal liability whatever shall attach
to, or is or shall be incurred by, the organizers, shareholders,
Officers, Directors of the Fund or of any predecessor or
successor, or any of them as such. To the extent that any such
liability exists, it is hereby expressly waived and released by
the Custodian as a condition of, and as a consideration for, the
execution of this Agreement.

C. The obligations set forth in this Agreement as having
been made by the Fund have been made by the Board Of Directors,
acting as such Directors for and on behalf of the Fund, pursuant
to the authority vested in them under the laws of the State of
Maryland, the Articles of Incorporation and the By-Laws of the
Fund. This Agreement has been executed by Officers of the Fund as
officers, and not individually, and the obligations contained
herein are not binding upon any of the Directors, Officers,
agents or holders of shares, personally, but bind only the Fund.

D. Provisions of the Prospectus and any other documents
(including advertising material) specifically mentioning the
Custodian (other than merely by name and address) shall be
reviewed with the Custodian by the Fund prior to publication
and/or dissemination or distribution, and shall be subject to the
consent of the Custodian.

E. Any notice or other instrument in writing, authorized
or required by this Agreement to be given to the Custodian, shall
be sufficiently given if addressed to the Custodian and mailed or
delivered to it at its offices at Star Bank Center, 425 Walnut
Street, M. L. 6118, Cincinnati, Ohio 45202, attention Mutual Fund
Custody Department, or at such other place as the Custodian may
from time to time designate in writing.

F. Any notice or other instrument in writing, authorized
or required by this Agreement to be given to the Fund shall be
sufficiently given when delivered to the Fund or on the second
business day following the time such notice is deposited in the
U.S. mail postage prepaid and addressed to the Fund at its office
at 1279 Kennestone Circle, Marietta, Georgia 30066 or at such
other place as the Fund may from time to time designate in
writing.

G. This Agreement, with the exception of the Appendices, may
not be amended or modified in any manner except by a written
agreement executed by both parties with the same formality as
this Agreement, and authorized and approved by a resolution of
the Board Of Directors of the Fund.

H. This Agreement shall extend to and shall be binding
upon the parties hereto, and their respective successors and
assigns; provided, however, that this Agreement shall not be
assignable by the Fund or by the Custodian, and no attempted
assignment by the Fund or the Custodian shall be effective
without the written consent of the other party hereto.

I. This Agreement shall be construed in accordance with the
laws of the State of Ohio.

J. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original,
but such counterparts shall, together, constitute only one
instrument.

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective Officers, thereunto
duly authorized as of the day and year first above written.

ATTEST: G.W. Henssler and Associates

_______________________________ By:____________________________

Title:_________________________

ATTEST: Star Bank, N.A.

_______________________________ By:____________________________

Title:_________________________

<PAGE>

APPENDIX A

Authorized Persons Specimen Signatures

Chairman: ________________________ ________________________

President: ________________________ ________________________

Secretary: ________________________ ________________________

Treasurer: ________________________ ________________________

Controller: ________________________ ________________________

Adviser Employees: ________________________ ________________________

________________________ ________________________

Transfer Agent/Fund
Accountant

Employees

________________________ ________________________

________________________ ________________________
<PAGE>
APPENDIX B

The following agents are employed currently by Star Bank, N.A. for
securities processing and control . . .

The Depository Trust Company (New York)
7 Hanover Square
New York, NY 10004

The Federal Reserve Bank
Cincinnati and Cleveland Branches

Bankers Trust Company
16 Wall Street
New York, NY 10005
(For Foreign Securities and certain non-DTC eligible
Securities)<PAGE>
APPENDIX C
Standards of Service Guide

Standards of Service Guide

STAR BANK, N.A.
MAIL LOCATION #6118,
425 WALNUT STREET,
CINCINNATI, OH 45202

October, 1997<PAGE>
Star Bank, N.A.
Standards of Service Guide

Star Bank, N.A. is committed to providing superior quality service to
all customers and their agents at all times. We have compiled this guide
as a tool for our clients to determine our standards for the processing
of security settlements, payment collection, and capital change
transactions. Deadlines recited in this guide represent the times
required for Star Bank to guarantee processing. Failure to meet these
deadlines will result in settlement at our client's risk. In all cases,
Star Bank will make every effort to complete all processing on a timely
basis.

Star Bank is a direct participant of the Depository Trust Company, a
direct member of the Federal Reserve Bank of Cleveland, and utilizes the
Bankers Trust Company as its agent for ineligible and foreign securities.

For corporate reorganizations, Star Bank utilizes SKI's Reorg
Source, Financial Information, Inc., XCITEK, DTC Important Notices, and
the Wall Street Journal.

For bond calls and mandatory puts, Star Bank utilizes SKI's Bond
Source, Kenny Information Systems, Standard & Poor's Corporation, and DTC
Important Notices. Star Bank will not notify clients of optional put
opportunities.

Any securities delivered free to Star Bank or its agents must be
received three (3) business days prior to any payment or settlement in
order for the Star Bank standards of service to apply.

Should you have any questions regarding the information contained in
this guide, please feel free to contact your account representative.

THE INFORMATION CONTAINED IN THIS STANDARDS O/SERVICE
GUIDE IS SUBJECT TO CHANGE. SHOULD ANY CHANGES BE
MADE STAR BANK WILL PROVIDE YOU WITH AN UPDATED COPY
OF ITS STANDARDS OF SERVICE GUIDE.<PAGE>
<TABLE>
<CAPTION>
Star Bank Corporate Reorganization Standards

Deadline for Client Instructions to
Type of Action Notification to Client Star Bank Transaction Posting
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <S> <C> <C>
Rights, Warrants, and Optional Later of 10 Business days prior 5 business days prior to expiration Upon receipt
Mergers to expiration or receipt of
notice

Mandatory Puts with Option to Later of 10 business days prior 5 business days prior to expiration Upon receipt
Retain to expiration or receipt of
notice

Class Actions 10 business days prior to 5 business days prior to expiration Upon receipt
expiration date

Voluntary Tenders, Exchanges, Later of 10 business days prior 5 business days prior to expiration Upon receipt
and Conversions to expiration or receipt of
notice

Mandatory Puts, Defaults, At posting of funds or None Upon receipt
Liquidations, Bankruptcies, securities received
Stock Splits, Mandatory
Exchanges

Full and Partial Calls Later of 10 business days prior None Upon receipt
to expiration or receipt of
notice
</TABLE>

NOTE: Fractional shares/par amounts resulting from any of the
above will be sold.

<PAGE>
<TABLE>
<CAPTION>
Star Bank Security Settlement Standards

TRANSACTION TYPE INSTRUCTIONS DEADLINES* DELIVERY INSTRUCTIONS
<S> <C> <C>
DTC 1:30 P.M. on Settlement Date DTC Participant #2219
Agent Bank ID 27895
Institutional #___________
For Account #_____________

Federal Reserve Book Entry 12:30 P.M. on Settlement Date Federal Reserve Bank of
Cinti/Trust for Star
Bank, N.A. ABA# 042000013
For Account #____________

Federal Reserve Book Entry (Repurchase 1:00 P.M. on Settlement Date Federal Reserve Bank of
Agreement Collateral Only) Cinti/Spec for Star Bank,
N.A. ABA# 042000013
For Account #_________

PTC Securities 12:00 P.M. on Settlement Date PTC For Account BTRST/CUST
(GNMA Book Entry) Sub Account: Star Bank,
N.A. #090334

Physical Securities 9:30 A.M. EST on Settlement Date Bankers Trust Company
(for Deliveries, by 4:00 P.M. on Settlement 16 Wall Street 4th Floor,
Date minus 1) Window 43 for
Star Bank Account #090334

CEDEL/EURO-CLEAR 11:00 A.M. on Settlement Date minus 2 Euroclear Via Cedel Bridge
In favor of Bankers Trust
Comp Cedel 53355
For Star Bank Account
#501526354

Cash Wire Transfer 3:00 P.M. Star Bank, N.A.
Cinti/Trust ABA# 042000013
Credit Account #9901877
Further Credit to ________
Account # ________________
</TABLE>

* All times listed are Eastern Standard Time.
<PAGE>
<TABLE>
<CAPTION>
Star Bank Payment Standards

SECURITY TYPE INCOME PRINCIPAL
<S> <C> <C>
Equities Payable Date

Municipal Bonds* Payable Date Payable Date

Corporate Bonds* Payable Date Payable Date

Federal Reserve Bank Book Entry* Payable Date Payable Date

PTC GNMA's (P&I) Payable Date + 1 Payable Date + 1

CMOs *
DTC Payable Date + 1 Payable Date + 1
Bankers Trust Payable Date + 1 Payable Date + 1

SBA Loan Certificates When Received When Received

Unit Investment Trust Certificates* Payable Date Payable Date

Certificates of Deposit* Payable Date + 1 Payable Date + 1

Limited Partnerships When Received When Received

Foreign Securities When Received When Received

*Variable Rate Securities
Federal Reserve Bank Book Entry Payable Date Payable Date
DTC Payable Date +1 Payable Date +1
Bankers Trust Payable Date +1 Payable Date +1
</TABLE>

NOTE: If a payable date falls on a weekend or bank holiday, payment
will be made on the immediately following business day.

<PAGE>
APPENDIX D
Schedule of Compensation

<PAGE>
STAR BANK N.A.
PROPOSED DOMESTIC CUSTODY FEE SCHEDULE FOR G. W. HENSSLER & ASSOCIATES

Star Bank, N.A., as Custodian, will receive monthly compensation for
services according to the terms of the following Schedule:

I. PORTFOLIO TRANSACTION FEES:

(a) For each repurchase agreement transaction $ 7.00

(b) For each portfolio transaction processed $ 9.00
through DTC or Federal Reserve

(d) For each GNMA/Amortized Security Purchase $16.00

(e) For each GNMA Prin/Int Paydown, GNMA Sales $8.00

(f) For each option/future contract written, $40.00
exercised or expired

(g) For each Cedel/Euro clear transaction $80.00

(h) For each Disbursement (Fund expenses only) $5.00

A transaction is a purchase/sale of a security, free receipt/free
delivery (excludes initial conversion), maturity, tender or exchange:

II. MARKET VALUE FEE
Based upon an annual rate of: MILLION
.0002 (2 Basis Points) on First $10
.0001 (1 Basis Point) on Next $20
.00008 (.8 Basis Point) on Balance

III. MONTHLY MINIMUM FEE-PER FUND $300.00

IV. OUT-OF-POCKET EXPENSES
The only out-of-pocket expenses charged to your account will be
shipping fees or transfer fees.

V. IRA DOCUMENTS
Per Shareholder/year to hold each IRA Document $ 8.00

VI. EARNINGS CREDITS
On a monthly basis any earnings credits generated from uninvested
custody balances will be applied against any cash management service
fees generated. Earnings credits are based on a Cost of Funds Tiered
Earnings Credit Rate.

Exhibit 9.1

OPERATING SERVICES AGREEMENT

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

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:____________________________
Patricia T. Henssler, Treasurer Gene W. Henssler, President

HENSSLER ASSET MANAGEMENT, LLC

ATTEST:_______________________ By:___________________________
_____________, Secretary _______________, Vice President

Exhibit 9.2

INVESTMENT COMPANY SERVICES AGREEMENT

Henssler Funds, Inc.

This AGREEMENT, dated as of the 1st day of May, 1998 , made
by and between Henssler Funds, Inc. ("Fund" ), a corporation
operating as an open-end, management investment company
registered under the Investment Company Act of 1940, as amended
(the "Act" ), duly organized and existing under the laws of the
State of Maryland, Henssler Asset Management, LLC ("Adviser"), a
corporation duly organized under the laws of the State of
Georgia, G.W. Henssler & Associates, Ltd ("Associates"), a
corporation duly organized under the laws of the State of
Georgia, and Declaration Service Company ("Declaration"), a
corporation duly organized under the laws of the Commonwealth of
Pennsylvania (collectively, the "Parties").

WITNESSETH THAT:

WHEREAS, the Fund is authorized by its Articles of
Incorporation and By-Laws to issue separate series of shares
representing interests in separate investment portfolios which
are identified on Schedule "C" attached hereto and which Schedule
"C" may be amended from time to time by mutual agreement of the
Fund and Declaration; and

WHEREAS, the Fund and the Adviser have entered into an
"Operating Services Agreement" dated as of May 1, 1998,
authorizing the Adviser to provide certain investment company
services to the Fund, and which further authorizes the Adviser to
enter into this Investment Company Services Agreement (hereafter
"Agreement") on behalf of the Fund; and

WHEREAS, the Parties desire to enter into an agreement
whereby Declaration will provide the services to the Fund as
specified herein and set forth in particular in Schedule "A"
which is attached hereto and made a part hereof.

NOW THEREFORE, in consideration of the premises and mutual
covenants contained herein, and in exchange of good and valuable
consideration, the sufficiency and receipt of which are hereby
acknowledged, the Parties hereto, intending to be legally bound,
do hereby agree as follows:

GENERAL PROVISIONS

SECTION 1. APPOINTMENT. The Adviser hereby appoints
Declaration as servicing agent to the Fund and Declaration
hereby accepts such appointment. In order that Declaration may
perform its duties under the terms of this Agreement, the Board
of Directors of the Fund shall direct the officers, investment
adviser, legal counsel, independent accountants and custodian
of the Fund to cooperate fully with Declaration and, upon
request of Declaration, to provide such information, documents
and advice relating to the Fund which Declaration requires to
execute its responsibilities hereunder. In connection with its
duties, Declaration shall be entitled to rely, and will be held
harmless by the Fund when acting in reasonable reliance, upon
any instruction, advice or document relating to the Fund as
provided to Declaration by any of the aforementioned persons on
behalf of the Fund. All fees charged by any such persons
acting on behalf of the Fund will be deemed an expense of the
Fund.

Any services performed by Declaration under this Agreement
will conform to the requirements of:

(a) the provisions of the Act and the Securities Act
of 1933, as amended, and any rules or regulations in force
thereunder;

(b) any other applicable provision of state and
federal law;

(c) the provisions of the Articles of Incorporation
and the By-Laws as amended from time to time and delivered to
Declaration;

(d) any policies and determinations of the Board of
Directors of the Fund which are communicated to Declaration;
and

(e) the policies of the Fund as reflected in the
Fund's registration statement as filed with the U.S. Securities
and Exchange Commission.

Nothing in this Agreement will prevent Declaration or any
officer thereof from providing the same or comparable services
for or with any other person, firm or corporation. While the
services supplied to the Fund may be different than those
supplied to other persons, firms or corporations, Declaration
will provide the Fund equitable treatment in supplying
services. The Fund recognizes that it will not receive
preferential treatment from Declaration as compared with the
treatment provided to other Declaration clients.

SECTION 2. DUTIES AND OBLIGATIONS OF DECLARATION.

Subject to the provisions of this Agreement, Declaration
will provide to the Fund the specific services as set forth in
Schedule "A" attached hereto.

SECTION 3. DEFINITIONS. For purposes of this Agreement:

"CERTIFICATE" will mean any notice, instruction, or other
instrument in writing, authorized or required by this Agreement.
To be effective, such Certificate shall be given to and received
by the custodian and shall be signed on behalf of the Fund by any
two of its designated officers, and the term Certificate shall
also include instructions communicated to the custodian by
Declaration.

"CUSTODIAN" will refer to that agent which provides
safekeeping of the assets of the Fund.

"INSTRUCTIONS" will mean communications containing
instructions transmitted by electronic or telecommunications
media including, but not limited to, Industry Standardization for
Institutional Trade Communications, computer-to-computer
interface, dedicated transmission line, facsimile transmission
(which may be signed by an officer or unsigned) and tested telex.

"ORAL INSTRUCTION" will mean an authorization, instruction,
approval, item or set of data, or information of any kind
transmitted to Declaration in person or by telephone, telegram,
telecopy or other mechanical or documentary means LACKING
ORIGINAL SIGNATURE, by a person or persons reasonably identified
to Declaration to be a person or persons so authorized by a
resolution of the Board of Directors of the Fund to give Oral
Instructions to Declaration on behalf of the Fund.

"SHAREHOLDERS" will mean the registered owners of the shares
of the Fund in accordance with the share registry records
maintained by Declaration for the Fund.

"SHARES" will mean the issued and outstanding shares of the
Fund.

"SIGNATURE GUARANTEE" will mean the guarantee of signatures
by an "eligible guarantor institution" as defined in Rule 17Ad-
15 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Eligible guarantor institutions include banks,
brokers, dealers, credit unions, national securities exchanges,
registered securities associations, clearing agencies and savings
associations. Broker-dealers guaranteeing signatures must be
members of a clearing corporation or maintain net capital of at
least $100,000. Signature guarantees will be accepted from any
eligible guarantor institution which participates in a signature
guarantee program.

"WRITTEN INSTRUCTION" will mean an authorization,
instruction, approval, item or set of data or information of any
kind transmitted to Declaration in an original writing CONTAINING
AN ORIGINAL SIGNATURE or a copy of such document transmitted by
telecopy including transmission of such signature reasonably
identified to Declaration to be the signature of a person or
persons so authorized by a resolution of the Board of Directors
of the Fund, or so identified by the Fund to give Written
Instructions to Declaration on behalf of the Fund.

CONCERNING ORAL AND WRITTEN INSTRUCTIONS For all
purposes under this Agreement, Declaration is
authorized to act upon receipt of the first of any
Written or Oral Instruction it receives from the Fund
or its agents. In cases where the first instruction is
an Oral Instruction that is not in the form of a
document or written record, a confirmatory Written
Instruction or Oral Instruction in the form of a
document or written record shall be delivered. In
cases where Declaration receives an Instruction,
whether Written or Oral, to enter a portfolio
transaction onto the Fund's records, the Fund shall
cause the broker/dealer executing such transaction to
send a written confirmation to the Custodian.

Declaration shall be entitled to rely on the first
Instruction received. For any act or omission
undertaken by Declaration in compliance therewith, it
shall be free of liability and fully indemnified and
held harmless by the Fund, provided however, that in
the event a Written or Oral Instruction received by
Declaration is countermanded by a subsequent Written or
Oral Instruction received prior to acting upon such
countermanded Instruction, Declaration shall act upon
such subsequent Written or Oral Instruction. The sole
obligation of Declaration with respect to any follow-up
or confirmatory Written Instruction or Oral Instruction
in documentary or written form shall be to make
reasonable efforts to detect any such discrepancy
between the original Instruction and such confirmation
and to report such discrepancy to the Fund. The Fund
shall be responsible and bear the expense of its taking
any action, including any reprocessing, necessary to
correct any discrepancy or error. To the extent such
action requires Declaration to act, the Fund shall give
Declaration specific Written Instruction as to the
action required.

The Fund will file with Declaration a certified copy of each
resolution of the Fund's Board of Directors authorizing execution
of Written Instructions or the transmittal of Oral Instructions
as provided above.

SECTION 4. INDEMNIFICATION.

(a) Declaration, its directors, officers, employees,
shareholders, and agents will be liable for any loss suffered by
the Fund resulting from the willful misfeasance, bad faith,
negligence or reckless disregard on the part of Declaration in
the performance of its obligations and duties under this
Agreement.

(b) Any director, officer, employee, shareholder or agent
of Declaration, who may be or become an officer, director,
employee or agent of the Fund, will be deemed, when rendering
services to the Fund, or acting on any business of the Fund
(other than services or business in connection with Declaration'
duties hereunder), to be rendering such services to or acting
solely for the Fund and not as a director, officer, employee,
shareholder or agent of, or under the control or direction of
Declaration even though such person may be receiving compensation
from Declaration.

(c) The Fund agrees to indemnify and hold Declaration
harmless, together with its directors, officers, employees,
shareholders and agents from and against any and all claims,
demands, expenses and liabilities (whether with or without basis
in fact or law) of any and every nature which Declaration may
sustain or incur or which may be asserted against Declaration by
any person by reason of, or as a result of:

(i) any action taken or omitted to be taken by
Declaration except claims, demands, expenses and liabilities
arising from willful misfeasance, bad faith, gross negligence or
reckless disregard on the part of Declaration in the performance
of its obligations and duties under this Agreement; or

(ii) any action taken or omitted to be taken by
Declaration in reliance upon any Certificate, instrument, order
or stock certificate or other document reasonably believed by
Declaration to be genuine and signed, countersigned or executed
by any duly authorized person, upon the Oral Instructions or
Written Instructions of an authorized person of the Fund, or upon
the written opinion of legal counsel for the Fund or Declaration;
or

(iii) the offer or sale of shares of the Fund to
any person, natural or otherwise, which is in violation of any
state or federal law.

If a claim is made against Declaration as to which
Declaration may seek indemnity under this Section, Declaration
will notify the Fund promptly after receipt of any written
assertion of such claim threatening to institute an action or
proceeding with respect thereto and will notify the Fund promptly
of any action commenced against Declaration within ten (10) days
after Declaration has been served with a summons or other legal
process. Failure to notify the Fund will not, however, relieve
the Fund from any liability which it may have on account of the
indemnity under this Section so long as the Fund has not been
prejudiced in any material respect by such failure.

The Fund and Declaration will cooperate in the control of
the defense of any action, suit or proceeding in which
Declaration is involved and for which indemnity is being provided
by the Fund to Declaration. The Fund may negotiate the
settlement of any action, suit or proceeding in which Declaration
is a party, subject to Declaration's approval, which will not be
unreasonably withheld. Declaration reserves the right, but not
the obligation, to participate in the defense or settlement of a
claim, action or proceeding with its own counsel. Costs or
expenses incurred by Declaration in connection with, or as a
result of such participation, will be borne solely by the Fund
if:

(i) Declaration has received an opinion of counsel
from counsel to the Fund stating that the use of counsel to the
Fund by Declaration would present an impermissible conflict of
interest;

(ii) the defendants in, or targets of, any such action
or proceeding include both Declaration and the Fund, and legal
counsel to Declaration has reasonably concluded that there are
legal defenses available to it which are different from or
additional to those available to the Fund or which may be adverse
to or inconsistent with defenses available to the Fund (in which
case the Fund will not have the right to direct the defense of
such action on behalf of Declaration); or

(iii) the Fund authorizes Declaration to employ
separate counsel at the expense of the Fund.

(d) The terms of this Section will survive the termination
of this Agreement.

SECTION 5. REPRESENTATIONS AND WARRANTIES.

(a) Declaration represents and warrants that:

(i) it is a corporation duly organized and
existing and in good standing under the laws of Pennsylvania;

(ii) it is empowered under applicable laws and by
its Certificate of Incorporation and By-Laws to enter into and
perform this Agreement;

(iii) all requisite corporate proceedings have
been taken to authorize Declaration to enter into and perform
this Agreement;

(iv) it has and will continue to have access to the
facilities, personnel and equipment required to fully perform its
duties and obligations hereunder;

(v) no legal or administrative proceeding have been
instituted or threatened which would impair Declaration ability
to perform its duties and obligations under this Agreement;

(vi) its entrance into this Agreement shall not cause a
material breach or be in material conflict with any other
agreement or obligation of Declaration or any law or regulation
applicable to it;

(vii) it is registered as a transfer agent under
Section 17A(c)(2) of the Exchange Act;

(viii) this Agreement has been duly authorized by
Declaration and, when executed and delivered, will constitute
valid, legal and binding obligation of Declaration, enforceable
in accordance with its terms.

(b) The Fund represents and warrants that:

(i) it is a business Fund duly organized and existing
and in good standing under the laws of the State of Maryland;

(ii) it is empowered under applicable laws and by its
Articles of Incorporation and By-Laws to enter into and perform
this Agreement;

(iii) all requisite proceedings have been taken to
authorize the Fund to enter into and perform this Agreement;

(iv) no legal or administrative proceedings have been
instituted or threatened which would impair the Fund's ability to
perform its duties and obligations under this Agreement;

(v) the Fund's entrance into this Agreement shall not
cause a material breach or be in material conflict with any other
agreement or obligations of the Fund, or any law or regulation
applicable to either;

(vi) the Shares are properly registered or otherwise
authorized for issuance and sale;

(vii) this Agreement has been duly authorized by
the Fund and, when executed and delivered, will constitute valid,
legal and binding obligation of the Fund, enforceable in
accordance with its terms.

The Fund will furnish or cause to be furnished to
Declaration the following documents;

(i) current Prospectus and Statement of Additional
Information;

(ii) most recent Annual Report;

(iii) most recent Semi-Annual Report for registered
investment companies on Form N-SAR;

(iv) certified copies of resolutions of the Fund's
Board of Directors authorizing the execution of Written
Instructions or the transmittal of Oral Instructions and those
persons authorized to give those Instructions.

(d) Record Keeping and Other Information

Declaration will create and maintain all records required of
it pursuant to its duties hereunder and as set forth in Schedule
"A" in accordance with all applicable laws, rules and
regulations, including records required by Section 31(a) of the
Act. All such records will be the property of the Fund and will
be available during regular business hours for inspection,
copying and use by the Fund. Where applicable, such records will
be maintained by Declaration for the periods and in the places
required by Rule 31a-2 under the Act. Upon termination of this
Agreement, Declaration will deliver all such records to the Fund
or such person as the Fund may designate.

In case of any request or demand for the inspection of the
Share records of the Fund, Declaration shall notify the Fund and
secure instructions as to permitting or refusing such inspection.
Declaration may, however, exhibit such records to any person in
any case where it is advised by its counsel that it may be held
liable for failure to do so.

SECTION 6. COMPENSATION. The Adviser agrees to pay
Declaration compensation for its services, and to reimburse it
for expenses at the rates, times, manner and amounts as set forth
in Schedule "B" attached hereto and incorporated herein by
reference and as will be set forth in any amendments to such
Schedule "B" agreed upon in writing by the Parties. Upon receipt
of an invoice therefor, the Adviser agrees to pay such fees
within five (5) business days. In addition, the Adviser agrees
to reimburse Declaration for any out-of-pocket expenses paid by
Declaration on behalf of the Fund within ten (10) calendar days
of the Fund's receipt of an invoice therefor. In the event
Adviser is unable to pay such invoices for services or out- of-
pocket expenses, for any reason, Associates agrees to pay
Declaration the full amount(s) due within five (5) additional
business days.

For the purpose of determining fees payable to Declaration,
the value of the Fund's net assets will be computed at the times
and in the manner specified in the Fund's Prospectus and
Statement of Additional Information then in effect.

During the term of this Agreement, should the Fund seek
services or functions in addition to those outlined below or in
Schedule "A" attached hereto, a written amendment to this
Agreement specifying the additional services and corresponding
compensation will be executed by the Parties.

In the event that Adviser or Associates is more than sixty
(60) days delinquent in its payments of monthly billings in
connection with this Agreement (with the exception of specific
amounts which may be contested in good faith by the Fund), this
Agreement may be terminated upon thirty (30) days' written notice
by Declaration. The Adviser must notify Declaration in writing
of any contested amounts within thirty (30) days of receipt of a
billing for such amounts. Disputed amounts are not due and
payable while they are being disputed.

SECTION 7. DAYS OF OPERATION. Nothing contained in this
Agreement is intended to or will require Declaration, in any
capacity hereunder, to perform any functions or duties on any
holiday, day of special observance or any other day on which the
New York Stock Exchange ("NYSE" ) is closed. Functions or duties
normally scheduled to be performed on such days will be performed
on and as of the next succeeding business day on which the NYSE
is open. Notwithstanding the foregoing, Declaration will compute
the net asset value of the Fund on each day required pursuant to
Rule 22c-1 promulgated under the Act.

SECTION 8. ACTS OF GOD, ETC. Declaration will not be
liable or responsible for delays or errors caused by acts of God
or by reason of circumstances beyond its control including, acts
of civil or military authority, national emergencies, labor
difficulties, mechanical breakdown, insurrection, war, riots, or
failure or unavailability of transportation, communication or
power supply, fire, flood or other catastrophe.

In the event of equipment failures beyond Declaration'
control, Declaration will, at no additional expense to the Fund,
take reasonable steps to minimize service interruptions but will
have no liability with respect thereto. The foregoing obligation
will not extend to computer terminals located outside of premises
maintained by Declaration. Declaration has entered into and
maintains in effect agreements making reasonable provision for
emergency use of electronic data processing equipment to the
extent appropriate equipment is available.

SECTION 9. INSPECTION AND OWNERSHIP OF RECORDS. In the
event of a request or demand for the inspection of the records of
the Fund, Declaration will use its best efforts to notify the
Fund and to secure instructions as to permitting or refusing such
inspection. Declaration may, however, make such records
available for inspection to any person in any case where it is
advised in writing by its counsel that it may be held liable for
failure to do so after notice to the Fund.

Declaration recognizes that the records it maintains for the
Fund are the property of the Fund and will be surrendered to the
Fund upon written notice to Declaration as outlined under Section
10(c) below. The Fund is responsible for the payment in advance
of any fees owed to Declaration. Declaration agrees to maintain
the records and all other information of the Fund in a
confidential manner and will not use such information for any
purpose other than the performance of Declaration' duties under
this Agreement.

SECTION 10. DURATION AND TERMINATION.

(a) The initial term of this Agreement will be for the
period of two (2) years, commencing on the date hereinabove
first written (the "Effective Date" ) and will continue
thereafter subject to termination by either Party as set forth in
subsection (c) below.

(b) The fee schedules set forth in Schedule "B" attached
hereto will be fixed for the initial term commencing on the
Effective Date of this Agreement and will continue thereafter
subject to their review and any adjustment.

(c) After the initial term of this Agreement, a Party may
give written notice to the other (the day on which the notice is
received by the Party against which the notice is made shall be
the "Notice Date" ) of a date on which this Agreement shall be
terminated ("Termination Date" ). The Termination Date shall be
set on a day not less than one hundred eighty (180) days after
the Notice Date. The period of time between the Notice Date and
the Termination Date is hereby identified as the "Notice Period"
. Any time up to, but not later than fifteen (15) days prior to
the Termination Date, the Adviser or Associates will pay to
Declaration such compensation as may be due as of the Termination
Date and will likewise reimburse Declaration for any out-of-
pocket expenses and disbursements reasonably incurred or expected
to by incurred by Declaration up to and including the Termination
Date.

(d) In connection with the termination of this Agreement,
if a successor to any of Declaration' duties or responsibilities
under this Agreement is designated by the Fund by written notice
to Declaration, Declaration will promptly, on the Termination
Date and upon receipt by Declaration of any payments owed to it
as set forth in Section 10(c) above, transfer to the successor,
at the Adviser's expense, all records which belong to the Fund
and will provide appropriate, reasonable and professional
cooperation in transferring such records to the named successor.

(e) Should the Fund desire to move any of the services
outlined in this Agreement to a successor service provider prior
to the Termination Date, Declaration shall make a good faith
effort to facilitate the conversion on such prior date, however,
there can be no guarantee that Declaration will be able to
facilitate a conversion of services prior to the end of the
Notice Period. Should services be converted to a successor
service provider prior to the end of the Notice Period, or if the
Fund is liquidated or its assets merged or purchased or the like
with another entity, payment of fees to Declaration shall be
accelerated to a date prior to the conversion or termination of
services and calculated as if the services had remained at
Declaration until the expiration of the Notice Period and shall
be calculated at the asset levels on the Notice Date.

(f) Notwithstanding any other provisions of Paragraph 10,
in the event the Fund deregisters as an Investment Company with
the United States Securities and Exchange Commission ("SEC"),
this Agreement may be terminated by the Fund upon ninety (90)
days written notice to Declaration. The Termination Date shall be
ninety (90) days after the receipt of such notice by Declaration.
Any time up to, but not later than fifteen (15) days prior to the
Termination Date, the Adviser or Associates will pay to
Declaration such compensation as may be due as of the Termination
Date and will likewise reimburse Declaration for any out- of-
pocket expenses and disbursements reasonably incurred or expected
to be incurred by Declaration up to and including the Termination
Date.

(g) Notwithstanding the foregoing, this Agreement may be
terminated at any time by either Party in the event of a material
breach by the other Party involving gross negligence, willful
misfeasance, bad faith or a reckless disregard of its obligations
and duties under this Agreement provided that such breach shall
have remained unremedied for sixty (60) days or more after
receipt of written specification thereof.

SECTION 11. RIGHTS OF OWNERSHIP. All computer programs and
procedures developed to perform services required to be provided
by Declaration under this Agreement are the property of
Declaration. All records and other data except such computer
programs and procedures are the exclusive property of the Fund
and all such other records and data will be furnished to the Fund
in appropriate form as soon as practicable after termination of
this Agreement for any reason.

SECTION 12. AMENDMENTS TO DOCUMENTS. The Fund will furnish
Declaration written copies of any amendments to, or changes in,
the Articles of Incorporation, By-Laws, Prospectus or Statement
of Additional Information in a reasonable time prior to such
amendments or changes becoming effective. In addition, the Fund
agrees that no amendments will be made to the Prospectus or
Statement of Additional Information of the Fund which might have
the effect of changing the procedures employed by Declaration in
providing the services agreed to hereunder or which amendment
might affect the duties of Declaration hereunder unless the Fund
first obtains Declaration' approval of such amendments or
changes.

SECTION 13. CONFIDENTIALITY. Both Parties hereto agree
that any non-public information obtained hereunder concerning the
other Party is confidential and may not be disclosed to any other
person without the consent of the other Party, except as may be
required by applicable law or at the request of the U.S.
Securities and Exchange Commission or other governmental agency.
Declaration agrees that it will not use any non-public
information for any purpose other than performance of its duties

or obligations hereunder. The obligations of the Parties under
this Section will survive the termination of this Agreement. The
Parties further agree that a breach of this Section would
irreparably damage the other Party and accordingly agree that
each of them is entitled, without bond or other security, to an
injunction or injunctions to prevent breaches of this provision.

SECTION 14. NOTICES. Except as otherwise provided in this
Agreement, any notice or other communication required by or
permitted to be given in connection with this Agreement will be
in writing and will be delivered in person or sent by first class
mail, postage prepaid or by prepaid overnight delivery service to
the respective parties as follows:

If to the Fund: If to Declaration:
--------------- ------------------

Henssler Funds, Inc. Declaration Service Company.
G.W. Henssler & Associates, LTD. 555 North Lane, Suite 6160
1279 Kennestone Circle, Suite 600 Conshohocken, PA 19428
Marietta, GA 30066

Attention: Mr. Gene W. Henssler Attention: Terence P. Smith
President President

If to the Adviser: If to Associates:
------------------ -----------------

Henssler Asset Management, LLC G.W. Henssler & Associates, Ltd
1279 Kennestone Circle, Suite 600 1279 Kennestone Circle, Suite 600
Marietta, GA 30066 Marietta, GA 30066

Attention: Mr. Gene W. Henssler Attention: Mr. Gene W. Henssler
President President

SECTION 15. AMENDMENT. No provision of this Agreement may
be amended or modified in any manner except by a written
agreement properly authorized and executed by the Parties. This
Agreement may be amended from time to time by supplemental
agreement executed by the Parties and the compensation stated in
Schedule "B" attached hereto may be adjusted accordingly as
mutually agreed upon.

SECTION 16. AUTHORIZATION. The Parties represent and
warrant to each other that the execution and delivery of this
Agreement by the undersigned officer of each Party has been duly
and validly authorized; and when duly executed, this Agreement
will constitute a valid and legally binding enforceable
obligation of each Party.

SECTION 17. COUNTERPARTS. This Agreement may be executed
in two or more counterparts, each of which when so executed will
be deemed to be an original, but such
counterparts will together constitute but one and the same
instrument.

SECTION 18. ASSIGNMENT. This Agreement will extend to and
be binding upon the Parties hereto and their respective
successors and assigns; provided, however, that this Agreement
will not be assignable by any of the parties without the written
consent of the other parties, which consents shall be
authorized or approved by a resolution by its respective Boards
of Directors.

SECTION 19. GOVERNING LAW. This Agreement will be governed
by the laws of the State of Pennsylvania and the exclusive venue
of any action arising under this Agreement will be Montgomery
County, Commonwealth of Pennsylvania.

SECTION 20. SEVERABILITY. If any part, term or provision
of this Agreement is held by any court to be illegal, in conflict
with any law or otherwise invalid, the remaining portion or
portions will be considered severable and not be affected and the
rights and obligations of the parties will be construed and
enforced as if the Agreement did not contain the particular part,
term or provision held to be illegal or invalid, provided that
the basic agreement is not thereby materially impaired.

IN WITNESS WHEREOF, the Parties hereto have caused this
Agreement consisting of sixteen (16) typewritten pages, together
with Schedules "A," "B" and "C" (Pages 17-24, attached), to be
signed by their duly authorized officers as of the day and year
first above written.

Henssler Funds, Inc. Declaration Service Company

_________________________________ _____________________________
By: Gene W. Henssler By: Terence P. Smith
President President

Henssler Asset Management, LLC G.W. Henssler & Associates, Ltd

_________________________________ _____________________________
By: Gene W. Henssler By: Gene W. Henssler
President President

<PAGE>

SCHEDULE A

ACCOUNTING SERVICES PROVIDED BY DECLARATION SERVICE COMPANY

* Journalize each Portfolio's investment, capital share and income
and expense activities.

* Verify investment buy/sell trade tickets when received from the
adviser and transmit trades to the Fund's custodian for
proper settlement.

* Maintain individual ledgers for investment securities.

* Maintain historical tax lots for each security.

* Reconcile cash and investment balances of each Portfolio with the
custodian, and provide the adviser with the beginning cash
balance available for investment purposes.

* Update the cash availability throughout the day as required by
the adviser.

* Post to and prepare each Portfolio's Statement of Assets and
Liabilities and Statement of Operations.

* Calculate expenses payable pursuant to the Fund's various
contractual obligations.

* Control all disbursements from the Fund on behalf of each
Portfolio and authorize such disbursements upon instructions
of the Fund.

* Calculate capital gains and losses.

* Determine each Portfolio's net income.

* At the Portfolio's expense, obtain security market prices or if
such market prices are not readily available, then obtain
such prices from services approved by the adviser, and in
either case calculate the market or fair value of each
Portfolio's investments.

* Where applicable, calculate the amortized cost value of debt
instruments.

* Transmit or mail a copy of the portfolio valuations to the
adviser.

* Compute the net asset value of each Portfolio.

* Report applicable net asset value and performance data to
performance tracking organizations.

* Compute each Portfolio's yields, total returns, expense
ratios and portfolio turnover rate.

* Prepare and monitor the expense accruals and notify Fund
management of any proposed adjustments.

* Prepare monthly financial statements, which will include,
without limitation, the Schedule of Investments, the
Statement of Assets and Liabilities, the Statement of
Operations, the Statement of Changes in Net Assets, the Cash
Statement, and the Schedule of Capital Gains and Losses.

* Prepare monthly security transactions listings.

* Prepare monthly broker security transactions summaries.

* Supply various Fund and Portfolio statistical data as
requested on an ongoing basis.

* Assist in the preparation of support schedules necessary for
completion of Federal and state tax returns.

* Assist in the preparation and filing of the Fund's annual
and semiannual reports with the SEC on Form N-SAR.

* Assist in the preparation and filing of the Fund's annual
and semiannual reports to shareholders and proxy statements.

* Assist with the preparation of amendments to the Fund's
Registration Statements on From N-1A and other filings
relating to the registration of shares.

* Monitor each Portfolio's status as a regulated investment
company under Subchapter M of the Internal Revenue Code of
1986, as amended from time to time ("Code").

* Determine the amount of dividends and other distributions
payable to shareholders as necessary to, among other things,
maintain the qualification as a regulated investment company
of each Portfolio of the Fund under the Code.

* Provide other accounting services as may be agreed upon from
time to time in writing by the Fund and Declaration.

ADMINISTRATIVE SERVICES PROVIDED BY DECLARATION SERVICE COMPANY

* Provide overall day-to-day Fund administrative management,
including coordination of investment adviser, custodian,
transfer agency, distribution and pricing and accounting
services.

* Preparation and filing of all Federal and State reports
including:

- Fund's post-effective amendments under the Securities
Act of 1933 and the Investment Company Act of 1940.

- Form N-SAR - Semi-Annual report for Registered
Investment Companies.

- The Fund's Annual and Semi-Annual Report.

- Rule 24f-2 Notice - filing regarding sale(s) of
securities.

- Rule 17g-1 filing with the SEC regarding Fidelity Bond
coverage.

- Ongoing monitoring and filing of State Blue Sky
registrations.

* Prepare and file such reports, applications and documents as
may be necessary or desirable to register the Fund's shares
with the Federal and state securities authorities, and
monitor the sale of Fund shares for compliance with Federal
and state securities laws.

* Prepare and file reports to shareholders, including the
annual report to shareholders, and coordinate mailing
Prospectuses, notices, proxy statements, proxies and other
reports to shareholders.

* Assist with layout and printing of shareholder
communications, including Prospectuses and reports to
shareholders.

* Administer contracts on behalf of the Fund with, among
others, the Fund's investment adviser, custodian, transfer
agent/shareholder servicing agent, distributor, and
accounting services agent.

* Prepare and maintain materials for directors/management
meetings including, agendas, minutes, attendance records and
minute books.

* Coordinate shareholder meetings, including assisting Fund
counsel in preparation of proxy materials, preparation of
minutes and tabulation of results.

* Monitor and pay Fund bills, maintain Fund budget and report
budget expenses and variances to Fund management.

* Monitor the Fund's compliance with the investment
restrictions and limitations imposed by the 1940 Act and
state Blue Sky laws and applicable regulations thereunder,
the fundamental and non-fundamental investment policies and
limitations set forth in the Fund's Prospectuses and
Statement of Additional Information, and the investment
restrictions and limitations necessary for each Portfolio of
the Fund to qualify as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as
amended, or any successor statute.

* Prepare and distribute to appropriate parties notices
announcing the declaration of dividends and other
distributions to shareholders.

* Provide administrative services as may be agreed from time
to time in writing by Declaration.

TRANSFER AGENT, SHAREHOLDER SERVICING AGENT AND DIVIDEND
DISBURSING AGENT SERVICES PROVIDED BY DECLARATION SERVICE COMPANY

* Examine and process new accounts, subsequent payments,
liquidations, exchanges, transfers, telephone transactions,
check redemptions automatic withdrawals, and wire order
trades.

* Reinvest or pay dividends and make other distributions.

* Answer investor and dealer telephone and/or written
inquiries, except as otherwise agreed by the Transfer Agent
and the Fund.

* Process and confirm address changes.

* Process standard account record changes as required, i.e.
Dividend Codes, etc.

* Microfilm and/or store source documents for transactions,
such as account applications and correspondence.

* Perform backup withholding for those accounts in accordance
with Federal regulations.

* Solicit missing taxpayer identification numbers.

* Provide remote access inquiry to Fund records via Fund
supplied hardware (fund responsible for connection line and
monthly fee).

* Maintain the following shareholder information in such a
manner as the Transfer Agent shall determine:

- Name and address, including zip code.

- Balance of Shares.

- Number of Shares, issuance date of each share
outstanding and cancellation date of each
share no longer outstanding, if issued.

- Balance of dollars available for redemption.

- Dividend code (daily accrual, monthly reinvest,
monthly cash or quarterly cash).

- Type of account code.

- Establishment date indicating the date an account
was opened, carrying forward pre-conversion data as
available.

- Original establishment date for accounts opened by
exchange.

- W-9 withholding status and periodic reporting.

- State of residence code.

- Social security or taxpayer identification number,
and indication of certification.

- Historical transactions on the account for the
most recent 18 months, or other period as mutually
agreed to from time to time.

- Indication as to whether phone transaction can be
accepted for this account. Beneficial owner code,
i.e. male, female, joint tenant, etc.

* Provide the following reports and statements:

- Prepare daily journals for Fund reflecting all
shares and dollar activity for the previous day.

- Supply information monthly for Fund's preparation
of Blue Sky reporting.

- Supply monthly purchase, redemption and
liquidation information for use in Fund's N-SAR
report.

- Provide monthly average daily balance reports for
the Fund.

- Prepare and mail copies of summary statements to
dealers and investment advisers.

- Mail transaction confirmation statements daily to
investors.

- Address and mail four periodic financial reports
(material must be adaptable to Transfer Agent's
mechanical equipment as reasonably specified by
the Transfer Agent).

- Mail periodic statement to investors.

- Compute, prepare and furnish all necessary reports
to governmental authorities: Forms 1099R, 1099DIV,
1099B, 1042 and 1042S.

- Enclose various marketing material as designated
by the Fund in statement mailings, i.e.
monthly and quarterly statements (material must be
adaptable to mechanical equipment as reasonably specified
by the Transfer Agent).

* Prepare and mail confirmation statements to dealers daily.

* Prepare certified list of stockholders for proxy mailing.

<PAGE>
SCHEDULE B

Compensation Schedule for Services Provided by Declaration
Service Company

Per Portfolio

0.20% on first $25 million of average annual assets
0.15% on next $25 million of average annual assets
0.10% on next $50 million of average annual assets
0.075% in excess of $100 million of average annual assets

Transfer Agent/ Shareholder Services:
- ------------------------------------

$ 7.50 per Shareholder Account

Minimum annual fees:
- -------------------

Year one (1) $ 56,000
Year two (2) 67,000
Year three (3) 78,000
Thereafter 89,000

PLUS OUT-OF-POCKET EXPENSES TO INCLUDE, BUT NOT LIMITED TO: wire
fees, bank service charges, printing, copying, postage, courier,
account statement/ confirmation (including programming costs for
specialized statements/ confirmations), portfolio price quotation
service, asset allocation charges, travel, telephone,
registration fees, and other standard miscellaneous items.

ADDITIONAL CLASSES OF SHARES PER PORTFOLIO

Each category of fee ( including annual minimums) increases by
50% for the second class of shares per portfolio, and by 25% for
each additional class of shares per portfolio.

<PAGE>
SCHEDULE C

Henssler Funds, Inc.

Portfolios covered by this Agreement:

Henssler Equity Fund

Exhibit 13

SUBSCRIPTION AGREEMENT

TO THE DIRECTORS OF
THE HENSSLER FUNDS, INC.
A CORPORATION ORGANIZED UNDER
THE LAWS OF THE STATE OF MARYLAND

The undersigned (the "Subscriber") hereby subscribes for
10,000 shares of Henssler Equity Fund Common Stock, par value
$.0001 per share (the "Shares") of the Henssler Equity Fund (the
"Fund") of The Henssler Funds, Inc. (the "Company").

The Subscriber agrees to pay Ten Dollars ($10.00) per Share
to the Company upon acceptance of this subscription for the
Shares. The Subscriber agrees that the Subscriber shall not be
entitled to certificates evidencing the Shares. The Subscriber
agrees also that Subscriber shall not be entitled to vote the
Shares until the purchase price for the Shares has been paid in
full.

The Subscriber hereby represents and warrants as follows:

1. The Shares are being purchased for the
Subscriber's own account with no intention of reselling or
otherwise distributing the Shares.

2. The Subscriber is not acquiring the Shares based
upon any representation, oral or written, by any person with
respect to the future value of, or income from, the Shares
but, rather, upon an independent examination and judgment as
to the prospects of the Company.

3. The Shares were not offered to the Subscriber by
means of publicly disseminated advertisements or sales
literature, nor is the Subscriber aware of any offers made
to other persons by such means.

4. The Subscriber has been provided with, or given
reasonable access to, full and fair disclosure of all
material information about the Company.

5. The Subscriber understands that the Company will
amortize the organizational costs of the Fund over a
60-month period. The Subscriber agrees that if during such
60-month period the Subscriber shall sell the Shares, or any
portion thereof, the Subscriber shall reimburse the Company
by the pro rata portion of the Fund's then unamortized
organization expenses which are represented by the Shares,
or portion thereof, being sold, which pro rata portion is
determined by dividing the number of Shares being sold by
the total number of outstanding Shares of the Fund and
multiplying the result by the total amount of the Fund's
then unamortized organization expenses.

6. The Subscriber acknowledges that the Subscriber
must continue to bear the economic risk of the investment in
the Shares for an indefinite period, and recognizes that the
Shares will be (i) sold without registration under any state
or federal law relating to the registration of securities
for sale; (ii) issued and sold in reliance on the exemption
from registration under the Georgia Securities Act (the
"Act"), provided by Section 10-5-9(13) of the Act; and (iii)
issued and sold in reliance on the exemption from
registration under the Securities Act of 1933 (the "1933
Act") provided by Section 4(2) of the 1933 Act.

The Subscriber hereby agrees as follows:

1. The Shares will not be offered for sale, sold or
transferred other than pursuant to (i) an effective
registration under the Act or in a transaction which is
otherwise in compliance with the Act; (ii) an effective
registration under the 1933 Act or in a transaction
otherwise in compliance with the 1933 Act; and (iii)
evidence satisfactory to the Company of compliance with the
applicable securities laws of other jurisdictions. The
Company shall be entitled to rely upon an opinion of counsel
satisfactory to it with respect to compliance with the above
laws.

2. The Company will be under no obligation to
register the Shares or to comply with any exemption
available for sale of the Shares without registration, and
the information or conditions necessary to permit routine
sales of securities of the Company under Rule 144 of the
1933 Act are not now available, and no assurance has been
given that they will become available. The Company is under
no obligation to act in any manner so as to make Rule 144
available with respect to the Shares.

3. The Company may, if it so desires, refuse to
permit the transfer of the Shares unless the request for
transfer is accompanied by an opinion of counsel acceptable
to the Company to the effect that neither the sale nor the
proposed transfer will result in any violation of the 1933
Act or the securities laws of any applicable jurisdiction.

4. A legend indicating that the Shares have not been
registered under such laws and referring to the restrictions
on transferability and sale of the Shares may be placed on
any certificate or certificates delivered to the
undersigned, or any substitute therefor, and any transfer
agent of the Company may be instructed to require compliance
therewith.

<PAGE>
The agreements and representations made by the undersigned
herein extend to and apply to all of the Shares issued pursuant
to this Subscription Agreement.

This _______ day of ___________, 1998.

SUBSCRIBER:

_________________________
Gene W. Henssler

ADDRESS: __________________________
__________________________
__________________________

ACCEPTED:

THE HENSSLER FUNDS, INC.

By: ______________________________
Title: ____________________________

Date:_________ ____, 1998