EXHIBIT (m)(2)
KELMOORE STRATEGIC TRUST
RULE 12b-1 PLAN OF DISTRIBUTION FOR CLASS A SHARES
FEBRUARY 18, 2000
AS AMENDED AUGUST 14, 2000
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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
Strategy(TM) Fund, Kelmoore Strategy(TM) Eagle Fund, Kelmoore Strategy(TM)
Liberty 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
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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.
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.
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