EXHIBIT (p)
KELMOORE STRATEGIC TRUST
KELMOORE STRATEGY(TM) VARIABLE TRUST
KELMOORE INVESTMENT COMPANY, INC.
CODE OF ETHICS AND POLICY ON PERSONAL TRADING
AS AMENDED JULY 28, 2000
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SECTION 1. STATEMENT OF GENERAL PRINCIPLES.
Rule 17j-1 under the Investment Company Act of 1940 (the "1940 Act") imposes an
obligation on registered investment companies, their investment advisers and
principal underwriters to adopt written codes of ethics covering the securities
activities of certain of their directors, trustees, officers, and employees.
This Code of Ethics and Policy on Personal Trading (the "Code") is designed to
ensure that those individuals who have access to information regarding the
portfolio securities activities of Kelmoore Investment Company, Inc. (the
"Adviser"), the investment adviser and principal underwriter of the Kelmoore
Strategic Trust (the "Trust") and the Kelmoore Strategy(TM) Variable Trust (the
"Variable Trust" and, together with the Trust, the "Trusts"), each an investment
company registered under the 1940 Act, do not use that information for their
personal benefit or to the detriment of the Trusts or the Adviser.
It is not the intention of this Code to prohibit personal securities activities
by Access Persons (defined below), but rather to prescribe rules designed to
prevent actual and apparent conflicts of interest. While it is not possible to
address all possible situations in which conflicts may arise, this Code sets
forth the policies of the Trusts and the Adviser regarding conduct in those
situations in which conflicts are most likely to develop.
In discharging his or her obligations under the Code, every Access Person should
adhere to the following general fiduciary principles governing personal
investment activities:
1. Every Access Person should at all times place the interests of the Trusts'
shareholders ahead of his or her own interests with respect to any decision
relating to personal investments.
2. No Access Person should take inappropriate advantage of his or her position
by using his or her knowledge of any transactions for the Trusts to his or
her personal profit or advantage.
Furthermore, it is expected that Access Persons will be sensitive to all areas
of potential conflict, even if this Code does not address specifically an area
of fiduciary responsibility.
SECTION 2. DEFINITIONS.
(a) "ACCESS PERSON" means: (i) any trustee, officer or Advisory Person (as
defined below) of the Trusts; or (ii) any director, officer or
Advisory Person (as defined below) of the Adviser.
(b) "ADVISORY PERSON" means: (i) any employee of the Trusts or the
Adviser, or of any company in a control relationship with the Trusts
or the Adviser, who, in connection with his or her regular functions
or duties, makes, participates in, or obtains information regarding
the purchase or sale of a Covered Security by the Trusts, or whose
functions relate to the making of any recommendations with respect to
such purchases or sales; and (ii) any natural person in a control
relationship with the Trusts or the Adviser who obtains information
concerning recommendations made to the Trusts with regard to the
purchase or sale of Covered Securities.
<PAGE>
(c) A Covered Security is "BEING CONSIDERED FOR PURCHASE OR SALE" when a
recommendation to purchase or sell a Covered Security has been made
and communicated, and, with respect to a person making a
recommendation, when such person seriously considers making such a
recommendation.
(d) "BENEFICIAL OWNERSHIP" shall be interpreted in the same manner as it
would be under Rule 16a-1(a)(2) of the Securities Exchange Act of
1934. An Access Person may be deemed to have beneficial ownership of
an account of another person if, by reason of any contract,
arrangement, understanding, relationship or otherwise, the Access
Person can share in any profit from the securities in the account,
including securities held by a family member sharing the same
household, by a partnership, corporation or other entity controlled by
the Access Person, or by a trust of which the Access Person is a
trustee, beneficiary or settlor.
(e) "COMPLIANCE OFFICER" means the person appointed by the Trustees to
have the powers and authorities needed to carry out the duties and
responsibilities delegated by this Code or by resolution of the
Trustees. A person appointed as Alternative Compliance Officer shall
have the authority to act in the Compliance Officer's stead in the
event the Compliance Officer is unable or unwilling to act.
(f) "COVERED SECURITY" means any Security, except that it does not include
securities issued by the Government of the United States or by federal
agencies which are direct obligations of the United States, bankers
acceptances, bank certificates of deposit, commercial paper, high
quality short-term debt instruments (including repurchase agreements),
such other money market instruments as may be designated from time to
time by the Trustees and shares of registered open-end investment
companies.
(g) "IPO" means an offering of securities registered under the Securities
Act of 1933, the issuer of which, immediately before the registration,
was not subject to the reporting requirements of section 13 or 15(d)
of the Securities Exchange Act of 1934.
(h) "LIMITED OFFERING" is an offering that is exempt from registration
under the Securities Act of 1933 pursuant to section 4(2) or section
4(6) or pursuant to rule 504, rule 505, or rule 506 under the
Securities Act of 1933.
(i) "PURCHASE OR SALE OF A SECURITY" includes, among other things, the
writing of an option to purchase or sell a security.
(j) "SECURITY" shall have the meaning set forth in Section 2(a)(36) of the
1940 Act.
(k) "SECURITY HELD OR TO BE ACQUIRED BY THE TRUSTS" means any Covered
Security which, within the most recent 15 days, is or has been held by
the Trusts, or is being or has been considered by the Trusts, or the
Adviser for purchase by the Trusts; and any option to purchase or
sell, and any security convertible into or exchangeable for, a Covered
Security described in this paragraph.
<PAGE>
SECTION 3. TRADING PRACTICES.
(a) GENERAL. It shall be a violation of this Code for any affiliated
person of or principal underwriter for the Trusts or any affiliated
person of an investment adviser or a principal underwriter for the
Trusts, in connection with the purchase or sale, directly or
indirectly, by such person of a Security held or to be acquired by the
Trusts:
(i) to employ any device, scheme or artifice to defraud the Trusts;
(ii) to make to the Trusts any untrue statement of a material fact or
omit to state to the Trusts a material fact necessary in order
to make the statements made, in light of the circumstances under
which they are made, not misleading;
(iii) to engage in any act, practice or course of business which
operates or would operate as a fraud or deceit upon the Trusts;
or
(iv) to engage in any manipulative practice with respect to the
Trusts.
(b) SERVICES AS A DIRECTOR. Advisory Persons may not serve on the boards
of directors of publicly-traded companies, unless: (i) the individual
serving as a director has received prior authorization based upon a
determination that the board service would not be inconsistent with
the interests of the Trusts; and (ii) policies and procedures have
been developed that are designed to isolate the individual from those
making investment decisions concerning the company in which he or she
is a board member.
(c) PRE-CLEARANCE OF INVESTMENTS. All Advisory Persons must obtain
pre-clearance (or prior approval) from the Compliance Officer before
directly or indirectly acquiring beneficial ownership in any Covered
Security, IPO, Limited Offering or any transactions in options. In
order to obtain pre-clearance, all Advisory Persons must complete and
sign a "Pre-Clearance Request Form" and obtain the signature of the
designated person. A copy of the pre-clearance request is attached as
Exhibit C to this Code. When granted, pre-clearance authorizations
will be effective until the end of the first trade date in which
pre-clearance was obtained. IF THE TRANSACTION IS NOT COMPLETED WITHIN
THESE TIME REQUIREMENTS, AN ADVISORY PERSON MUST OBTAIN A NEW
PRE-CLEARANCE, INCLUDING ONE FOR ANY UNCOMPLETED PORTION OF THE
TRANSACTION. Post-approval is not permitted. If it is determined that
an Advisory Person effected a trade before approval or after the
clearance expires, he or she will be considered to be in violation of
the Code.
SECTION 4. TRADES IN SHARES OF THE TRUSTS.
All purchases and sales of shares of the Trusts that are not part of a
systematic or periodic purchase or sale program should be placed by 1:00 p.m.
Eastern Standard Time each day, and like all Securities transactions, should not
be made when in possession of material, non-public information.
SECTION 5. REPORTING.
(a) All Access Persons (unless specifically exempted under Section 6
hereof) must file with the Compliance Officer a written report with
respect to any holding of or transaction in any Covered Security in
which such Access Persons have or acquired direct or indirect
Beneficial Ownership within:
<PAGE>
(i) 10 days after becoming an Access Person (an "Initial Report");10
days after the end of each calendar quarter (a "Quarterly
Report"); and
(ii) 30 days after the Trusts' fiscal year end (an "Annual Report")
which contains information as of a date not more than 30 days
prior to the date the Annual Report is submitted.
(b) The Initial Report and Annual Report shall be in substantially the
form attached hereto as Exhibit B and shall contain the following
information:
(i) the title, number of shares and principal amount of each Covered
Security in which the Access Person had any direct or indirect
beneficial ownership;
(ii) the name of any broker, dealer or bank with whom the Access
Person maintained an account in which any securities were held
for the direct or indirect benefit of the Access Person; and
(iii) the date of the report.
(c) Each Quarterly Report shall be in substantially the form attached
hereto as Exhibit A and shall contain the following information:
(i) the date of the transaction, the name (including interest rate
and maturity date, if applicable) and the number of shares or
units or principal of each Covered Security involved;
(ii) the nature of the transaction (i.e., purchase, sale, or any
other type of acquisition or disposition);
(iii) the price of the Covered Security at which the transaction was
effected;
(iv) the name of the broker, dealer or bank with or through whom the
transaction was effected;
(v) the name of the broker, dealer or bank with whom the Access
Person established any account in which any Securities were held
during the quarter for the direct or indirect benefit of the
Access Person and the date such account was established; and
(vi) the date the report was filed.
(d) For periods in which no reportable transactions were effected or
accounts established, a Quarterly Report shall contain a
representation that no events subject to the reporting requirement
occurred. Such a report is not necessary if duplicate confirmations
and periodic statements are filed.
<PAGE>
SECTION 6. EXCEPTIONS TO REPORTING REQUIREMENTS.
(a) A Trustee who is not an "interested person" (as defined in the 1940
Act) of the Trusts, and who would be required to make a report solely
by reason of his or her position as Trustee, is not required to file
an Initial Report or an Annual Report.
(b) A Trustee who is not an "interested person" (as defined in the 1940
Act) of the Trusts, and who would be required to make a report solely
by reason of his or her position as Trustee, is not required to file a
Quarterly Report with respect to a transaction in a Covered Security,
provided such Trustee neither knew nor, in the ordinary course of
fulfilling his or her official duties as Trustee, should have known
that, during the 15-day period immediately preceding or following the
date of the transaction by the Trustee, such security is or was
purchased or sold by the Trusts or is or was being considered for
purchase or sale by the Trusts or by the Adviser. Although a Trustee
who is not an "interested person" of the Trusts is generally exempt
from the reporting requirements of this Code, such Trustee may
nevertheless voluntarily file a report representing that he or she did
not engage in any securities transactions which, to his or her
knowledge, involved securities that were being purchased or sold or
considered for purchase by the Trusts during the 15-day period
immediately preceding or following the date of the transaction by the
Trustee. The failure to file such a report, however, shall not be
considered a violation of this Code.
(c) No Quarterly Report need be made by any Access Person who files copies
of confirmations and periodic (monthly or quarterly) brokerage account
statements with the Adviser, provided they are filed with the Adviser
within the time periods required by Section 5(a) hereof and duplicate
the information required to be reported under this Code.
(d) A person need not make an Initial Report, Quarterly Report or Annual
Report with respect to transactions effected for, and any Covered
Security held in, any account over which the person has no direct or
indirect influence or control.
SECTION 7. REVIEW OF REPORTS.
(a) The Compliance Officer shall review all reports of personal securities
transactions filed with the Trusts to determine whether non-compliance
with this Code or other applicable trading procedures may have
occurred. The Compliance Officer may delegate this function to one or
more other persons. Before making any determination that such
non-compliance may have occurred, the Compliance Officer shall give
such person an opportunity to supply additional explanatory material.
(b) No person shall review his or her own reports. If a securities
transaction of the Compliance Officer is under consideration, the
Alternate Compliance Officer shall act in all respects in the manner
prescribed herein for the Compliance Officer.
SECTION 8. SANCTIONS.
(a) If the Compliance Officer determines that non-compliance with this
Code may have occurred, he or she shall, following consultation with
counsel, submit a written determination, together with the relevant
reports, if any, and any explanatory material provided, to the
Trustees, who shall, following consultation with counsel, make an
independent determination of whether a violation has occurred.
<PAGE>
(b) The Trustees may impose such sanctions as they deem appropriate,
including a letter of censure, suspension, termination of employment,
and/or disgorgement of any profits. Any profits subject to
disgorgement will be given to a charity selected by the Trustees or
under the Trustees' direction. The Trustees have the authority to
interpret the provisions of, and grant exceptions to, this Code in
their sole discretion.
SECTION 9. OTHER PROCEDURES.
(a) The Compliance Officer shall identify and maintain a current list of
all Access Persons and shall inform the same of their reporting
obligations under this Code. The Compliance Officer shall institute
procedures to ensure that all reporting Access Persons have submitted
reports, confirmations or statements in a timely manner. The
Compliance Officer may delegate this function to one or more other
persons.
(b) Access Persons are required to certify upon becoming Access Persons
and annually thereafter that they have complied with the requirements
of this Code and that they have disclosed or reported all information
required to be disclosed or reported pursuant to this Code.
(c) The Compliance Officer and Alternate Compliance Officer shall be
appointed by resolution of the Trustees and their identities shall be
maintained in the records of the Trusts.
(d) The appropriate officer of the Trusts and Adviser shall report to the
Trustees, at least annually and in writing, any issues arising under
this Code since the last report, including, but not be limited to,
information about any material violations of this Code and any
sanctions imposed. Such report shall also certify that the Trusts and
the Adviser each have adopted procedures reasonably necessary to
prevent Access Persons from violating this Code.
(e) The Compliance Officer shall maintain records under this Code in the
manner and to the extent set out in Rule 17j-1(f).
(f) All reports disclosing personal securities transactions or holdings,
and any other information filed pursuant to this Code, shall be
treated as confidential, but are subject to review as provided herein
and by representatives of the Securities and Exchange Commission.
I HAVE READ AND UNDERSTOOD THIS CODE. I HAVE COMPLIED WITH THE REQUIREMENTS OF
THIS CODE AND HAVE DISCLOSED OR REPORTED ALL INFORMATION REQUIRED TO BE
DISCLOSED OR REPORTED PURSUANT TO THIS CODE.
SIGNATURE___________________________________ DATE____________________
PRINT NAME__________________________________
<PAGE>
List of Access Persons
Dated July 28, 2000
Robert K. Atkins
Lou Bruzzini
Colleen Carrigg
Nam Chung
E, Drew Devereaux
Michelle B. Fitzpatrick
Greg Gebivese
Tammy Beth Heiman
Doug Jones
Thomas W. Killilea
A. Duncan King
Mike Loukas
Lisa Mauk
Cece Green Montgomery
David Richard Moore
Norman H. Moore
Steve Mourning
James Wesley Parker
Frank J. Pinero
Ralph Rudolph
Richard Schillfarth
Randi Alyse Soares
Agnet Soejanto
Karen Southorn
Jan Toquinto
Lisa Jeanne Toquinto
Patrick Valenzuela
Linda Watjen
Shawn Kelmon Young
Board of Trustees - Kelmoore Strategic Variable Trust
Michael Romanchak
R. Michael Law*
Michael Stepanian*
Robert T. Lanz*
Shawn K. Young
* Disinterested Trustee
<PAGE>
Board of Trustees - Kelmoore Strategic Trust
William H. Barnes
Jeffrey Ira*
Matthew Kelmon
Lisa Ann McCarthy*
Ignatius J. Panzica*
Stephen W. Player*
Richard D. Stanley
Kenneth D. Truce*
* Disinterested Trustee
<PAGE>
EXHIBIT A
KELMOORE STRATEGIC TRUST
KELMOORE STRATEGY(TM) VARIABLE TRUST
KELMOORE INVESTMENT COMPANY, INC.
(AS ADVISER AND UNDERWRITER)
PERSONAL SECURITIES TRANSACTIONS REPORT
CALENDAR QUARTER ENDED ___/___/___
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During the calendar quarter referred to above, the following transactions were
effected in covered securities of which I had, or by reason of such transactions
acquired, direct or indirect beneficial ownership:
<TABLE>
<CAPTION>
-------------------------------- ---------------- ------------- --------------- ---------------- ----------- ----------------------
NATURE OF
NUMBER OF TRANSACTION
DATE OF SHARES OR PRINCIPAL (PURCHASE, BROKER/DEALER OR BANK
NAME OF SECURITY TRANSACTION UNITS AMOUNT SALE, OTHER) PRICE THROUGH WHOM EFFECTED
-------------------------------- ---------------- ------------- --------------- ---------------- ----------- ----------------------
<S> <C> <C> <C> <C> <C> <C>
-------------------------------- ---------------- ------------- --------------- ---------------- ----------- ----------------------
-------------------------------- ---------------- ------------- --------------- ---------------- ----------- ----------------------
-------------------------------- ---------------- ------------- --------------- ---------------- ----------- ----------------------
-------------------------------- ---------------- ------------- --------------- ---------------- ----------- ----------------------
-------------------------------- ---------------- ------------- --------------- ---------------- ----------- ----------------------
</TABLE>
During the quarter, I established the following accounts in which securities
held for my direct or indirect benefit:
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------- --------------------------------
NAME OF BROKER/DEALER/BANK DATE ACCOUNT ESTABLISHED
-------------------------------------------------------------------------------------------------- --------------------------------
<S> <C>
-------------------------------------------------------------------------------------------------- --------------------------------
-------------------------------------------------------------------------------------------------- --------------------------------
-------------------------------------------------------------------------------------------------- --------------------------------
</TABLE>
THIS REPORT (i) EXCLUDES TRANSACTIONS WITH RESPECT TO WHICH I HAD NO DIRECT OR
INDIRECT INFLUENCE OR CONTROL AND (ii) IS NOT AN ADMISSION THAT I HAD OR
ACQUIRED ANY DIRECT OR INDIRECT BENEFICIAL OWNERSHIP IN THE SECURITIES LISTED.
Date:______________ Signature:_________________________________
Print Name:________________________________
<PAGE>
KELMOORE STRATEGIC TRUST
KELMOORE STRATEGY(TM) VARIABLE TRUST
KELMOORE INVESTMENT COMPANY, INC.
(AS ADVISER AND UNDERWRITER)
PERSONAL SECURITIES TRANSACTIONS REPORT
PLEASE CHECK ONE: [ ] INITIAL REPORT
[ ] ANNUAL REPORT
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I hold direct or indirect beneficial ownership of the covered securities listed
below: (PLEASE CONTINUE LIST ON PAGE 2 OF THIS REPORT OR ATTACH ADDITIONAL PAGES
IF NEEDED)
<TABLE>
<CAPTION>
----------------------------------------- --------------------------- ----------------------------------------------------------
NUMBER OF SHARES OR BROKER, DEALER, BANK OR OTHER ENTITY BY WHICH SECURITIES
NAME OF SECURITY PRINCIPAL AMOUNT ARE HELD
----------------------------------------- --------------------------- ----------------------------------------------------------
<S> <C> <C>
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</TABLE>
I maintain accounts of securities held for my direct or indirect benefit at the
banks/brokers/dealers below:
<TABLE>
<S> <C>
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</TABLE>
THIS REPORT (i) EXCLUDES SECURITIES WITH RESPECT TO WHICH I HAD NO DIRECT OR
INDIRECT INFLUENCE OR CONTROL AND (ii) IS NOT AN ADMISSION THAT I HAVE OR HAD
ANY DIRECT OR INDIRECT BENEFICIAL OWNERSHIP IN THE SECURITIES LISTED ABOVE.
Date:______________ Signature:_________________________________
Print Name:________________________________
<PAGE>
EXHIBIT B
PERSONAL SECURITIES TRANSACTIONS REPORT
Name: _________________________________
Date: _________________________________
<TABLE>
<CAPTION>
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NUMBER OF SHARES OF BROKER/DEALER, BANK OR OTHER ENTITY WITH WHICH SECURITIES
NAME OF SECURITY SECURITY ARE HELD
----------------------------------------- --------------------------- ----------------------------------------------------------
<S> <C> <C>
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</TABLE>
<PAGE>
EXHIBIT C
KELMOORE STRATEGIC TRUST
KELMOORE STRATEGY(TM) VARIABLE TRUST
KELMOORE INVESTMENT COMPANY, INC.
REQUEST FOR PRE-CLEARANCE
NAME:___________________________________________________________________________
DATE:_______________________________________ BUY_________________________
SELL________________________
I REQUEST PRE-CLEARANCE AUTHORIZATION TO EFFECT A TRANSACTION IN THE SECURITY
INDICATED BELOW FOR MY PERSONAL ACCOUNT OR ANOTHER ACCOUNT IN WHICH I HAVE A
BENEFICIAL INTEREST. I AM FAMILIAR WITH AND CERTIFY THAT THIS REQUEST IS MADE IN
COMPLIANCE WITH THE CODE OF ETHICS.
<TABLE>
<CAPTION>
----------------------------------------- --------------------------- -------------------------------------------------------
NUMBER OF
NAME OF SECURITY SHARES OR UNITS BROKERAGE FIRM AND ACCOUNT NUMBER
----------------------------------------- --------------------------- -------------------------------------------------------
<S> <C> <C>
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</TABLE>
PLEASE ATTACH SEPARATE SHEET FOR ADDITIONAL SECURITIES.
Date:______________ Signature:_________________________________
Print Name:________________________________
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
TRANSACTION AUTHORIZED BY:______________________________________________________
DATE:________________________________________
