THE KELMOORE STRATEGY TM COVERED OPTION FUND (the "Fund")
Supplement dated April 21, 1999 to Prospectus
dated April 7, 1999
This document supplements the disclosure found on page 9 of the prospectus
under the heading "Distribution Plan."
Until July 2, 1999 or the net assets of the Fund reach $25,000,000,
whichever happens first, the Fund's distributor will pay brokers with which
it has selling agreements a fee of 2% of the net asset value of the shares sold.
Thereafter, it is expected that this fee will be reduced to 1%. Commencing
in the 13th month after shares are sold, the distributor will pay brokers an
additional monthly fee of 1/12th of 1% of the net asset value of shareholder
accounts serviced. Any payment beyond the Fund's existing Rule 12b-1 Plan will
be borne by the distributor and not by the Fund.
