<PAGE> 1
Exhibit (m)(2)
KELMOORE STRATEGIC TRUST
RULE 12B-1 PLAN OF DISTRIBUTION FOR CLASS A SHARES
FEBRUARY 18, 2000
AS AMENDED MAY 8, 2000
The following Distribution Plan (the "Plan") has been adopted pursuant to Rule
12b-1 under the Investment Company Act of 1940, as amended (the "1940 Act"), by
Kelmoore Strategic Trust (the "Trust") for the Class A shares of The Kelmoore
StrategyTM Fund and The Kelmoore StrategyTM Eagle Fund (each a "Fund", and
collectively the "Funds"). The Plan has been approved by a majority of the
Trust's Trustees, including a majority of the Trustees who are not interested
persons of the Trust as defined in the 1940 Act (the "non-interested Trustees"),
and who have no direct or indirect financial interest in the operation of the
Plan or in any agreement related to the Plan, cast in person at a meeting called
for the purpose of voting on such Plan.
Section 1. ANNUAL FEE.
Each Fund shall reimburse Kelmoore Investment Company, Inc., as each
Fund's distributor (the "Distributor"), a monthly fee not to exceed
0.25% (1/4 of 1%) per annum of the average daily net assets of the
Fund.
Section 2. EXPENSES COVERED BY THE PLAN.
The fees payable under the Plan shall be used to reimburse the
Distributor for any expenses primarily intended to result in the sale
of the Fund's shares, including, but not limited to: payments the
Distributor makes to broker-dealers or other financial institutions and
industry professionals for providing distribution assistance and
administrative support services to the holders of the Fund's shares,
payments made for the preparation, printing and distribution of
advertisements and sales literature, and payments made for printing and
distributing prospectuses and shareholder reports to other than
existing shareholders of the Fund.
All such expenses covered by the Plan shall be deemed incurred whether
paid directly by the Distributor or by a third party to the extent
reimbursed therefor by the Distributor.
Section 3. DISTRIBUTION EXPENSES IN EXCESS OF FEE.
All distribution expenses in excess of the fee rates provided for in
this Plan may be carried forward and resubmitted in a subsequent fiscal
year provided that (i) distribution expenses cannot be carried forward
for more than three years following initial submission; and (ii) the
non-interested Trustees determine at the time of initial submission
that the distribution expenses are appropriate to be reimbursed.
Distribution expenses will be paid on a first-in, first-out basis.
Section 4. WRITTEN REPORTS.
The investment adviser shall furnish to the Trustees, for their review,
on a quarterly basis, a written report of the monies paid under the
Plan or any related agreement and the purposes therefor, and shall
furnish the Trustees with such other information as the Trustees may
reasonably request in connection with payments made under the Plan or
any related agreement in order to enable the Trustees to make an
informed determination of whether the Plan should be continued.
<PAGE> 2
Section 5. TERMINATION.
The Plan may be terminated at any time, without penalty, by a vote of a
majority of the non-interested Trustees or by vote of a majority of the
outstanding voting securities of each Fund, and any distribution
agreement under the Plan may be likewise terminated on not more than
sixty (60) days' written notice. Once terminated, no further payments
shall be made under the Plan notwithstanding the existence of any
unreimbursed current or carried forward distribution expenses.
Section 6. AMENDMENTS.
The Plan may not be amended to increase materially the amount to be
spent for distribution and servicing of Fund shares without approval by
a majority of the outstanding voting securities of the Fund. All
material amendments to the Plan and any related distribution agreement
shall be approved by the Trustees and the non-interested Trustees cast
in person at a meeting called for the purpose of voting on any such
amendment.
Section 7. SELECTION OF INDEPENDENT TRUSTEES.
So long as the Plan is in effect, the selection and nomination of the
Trust's non-interested Trustees shall be committed to the discretion of
such non-interested Trustees.
Section 8. EFFECTIVE DATE OF PLAN.
The Plan shall take effect as of the date hereof and, unless sooner
terminated, shall continue in effect for a period of more than one year
from the date written above only so long as such continuance is
specifically approved at least annually by the Trustees, including the
non-interested Trustees, cast in person at a meeting called for the
purpose of voting on such continuance.
Section 9. PRESERVATION OF MATERIALS.
The Trust will preserve copies of the Plan, any agreements relating to
the Plan and any report made pursuant to Section 4 above, for a period
of not less than six years (the first two years in an easily accessible
place) from the date of the Plan, agreement or report.
Section 10. MEANINGS OF CERTAIN TERMS.
As used in the Plan, the terms "interested person" and "majority of the
outstanding voting securities" will be deemed to have the same meaning
that those terms have under the 1940 Act and the rules and regulations
under the 1940 Act, subject to any exemption that may be granted to the
Trust under the 1940 Act by the Securities and Exchange Commission.
