<PAGE> 1
Exhibit (m)(1)
KELMOORE STRATEGIC TRUST
RULE 12B-1 PLAN OF DISTRIBUTION AND SERVICE PLAN FOR CLASS C SHARES
FEBRUARY 18, 2000
AS AMENDED MAY 8, 2000
The following Distribution and Service 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 C shares of
The Kelmoore Strategy(TM) Fund and The Kelmoore Strategy(TM) 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.
(a) Each Fund shall reimburse Kelmoore investment Company, Inc., as
the Fund's distributor (the "Distributor"), a monthly fee not to exceed
0.75% (3/4 of 1%) per annum of the average daily net assets of the
Fund.
(b) In addition to the amounts described in (a) above, each Fund shall
reimburse the Distributor for payment to dealers or others a monthly
fee not to exceed 0.25% (1/4 of 1%) per annum of the average daily net
assets of the Fund, as a service fee.
SECTION 2. EXPENSES COVERED BY THE PLAN.
The fees payable under Section 1(a) of 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, 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.
The fees payable under Section 1(b) of the Plan shall be used to
reimburse the Distributor for any expenses for personal service and/or
the maintenance of shareholder accounts, including, but not limited to:
payments made to broker-dealers or other financial institutions and
industry professionals for providing administrative support services to
the holders of the Fund's shares.
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.
5
<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.
6
