Exhibit 23(m)(1)
KELMOORE STRATEGY(TM) VARIABLE TRUST
DISTRIBUTION PLAN PURSUANT TO RULE 12B-1
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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
the Kelmoore Strategy(TM) Variable Trust (the "Trust"). 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) and who have no direct or indirect financial interest in the operation of
the Plan or in any agreement related to the Plan (the "non-interested
Trustees"), cast in person at a meeting called for the purpose of voting on such
Plan. This Plan shall apply to any separate series (each, a "Fund") of the Trust
set forth in Exhibit A as shall be supplemented from time to time by the
Trustees.
Shares of the Funds may from time to time be offered to life insurance companies
(each, a "Life Company") for allocation to certain of their separate accounts
established for the purpose of funding variable annuity contracts and variable
life policies (collectively referred to herein as "Variable Contracts"), as well
as to qualified benefit plans ("Retirement Plans").
The Trust has entered into a Distribution Agreement with Kelmoore Investment
Company, Inc.) the "Distributor"). Pursuant to the Distribution Agreement, the
Distributor will serve as the distributor of the Trust's shares and each Fund
participating in this Plan may pay the Distributor for remittance to a Life
Company or any affiliate thereof ("Recipient") for various costs incurred or
paid in connection with the indirect distribution of shares of that Fund.
SECTION 1. ANNUAL FEE.
The Trust, on behalf of a Fund, may make payments quarterly to the
Distributor for remittance to a Recipient, in order to pay or reimburse
such Recipient for Eligible Expenses (as defined below) incurred or paid
(as the case may be) by such Recipient, provided that no such payment shall
be made with respect to any quarterly period in excess of an amount
determined for such period at the annual rate of 0.25% (1/4 of 1%) of the
average daily net assets of such Fund attributable to a Life Company's
Variable Contract owners during that quarterly period.
SECTION 2. EXPENSES COVERED BY THE PLAN.
Expenses payable pursuant to this Plan ("Eligible Expenses") may include,
but are not necessarily limited, to costs:
(a) of printing and mailing Trust prospectuses, statements of additional
information, any supplements thereto and reports for prospective
Variable Contract owners;
(b) relating to the development, preparation, printing and mailing of
advertisements, sales literature and other promotional materials
describing and/or relating to the Trust and including materials
intended for use within a Life Company, or for broker-dealer only use
or retail use;
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(c) of holding seminars and sales meetings designed to promote Trust
shares;
(d) of obtaining information and providing explanations to Variable
Contract owners regarding the Funds' investment objectives and
policies and other information about the Trust and the Funds,
including the performance of the Funds;
(e) of training sales personnel regarding the Trust;
(f) of compensating sales personnel in connection with the allocation of
cash values and premiums of the Variable Contracts to the Trust;
(g) of personal service and/or maintenance of Variable Contract owner
accounts with respect to Trust shares attributable to such accounts;
and
(h) of financing any other activity that the Trust's Board of Trustees
determines is primarily intended to result in the sale of the Funds'
shares.
SECTION 3. DISTRIBUTION EXPENSES IN EXCESS OF FEE.
All Eligible 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) Eligible 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 Eligible Expenses are
appropriate to be reimbursed. Eligible Expenses will be paid on a first-in,
first-out basis.
SECTION 4. WRITTEN REPORTS.
On a quarterly basis, the Distributor shall submit to the Trustees for
their review, a written report complying with Rule 12b-1 under the Act
describing the amount of the Eligible Expenses and the purposes of those
Eligible Expenses with respect to such Fund incurred or paid by each
Recipient since the late of the effective date of this Plan or the previous
period for which payments hereunder have been made by that Fund. In the
event that amounts of Eligible Expenses are not specifically attributable
to the distribution of shares of any particular Fund, the Distributor may
allocate Eligible Expenses to each Fund deemed by the Trustees to be
reasonably likely to benefit therefrom based upon the ratio of the average
daily net assets of each such Fund during the previous period to the
aggregate daily net assets of all such Funds for such period; provided,
however, that any such allocation may be subject to such adjustments as the
Distributor shall deem appropriate to render the allocation fair and
equitable under the circumstances, which adjustments shall be approved by
the Trustees.
SECTION 5. TERMINATION.
The Plan may be terminated as to a Fund 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 that Fund. Any agreement related to
this Plan with respect to a Fund may be likewise terminated at any time,
without payment of any penalty, by vote of a majority of the non-interested
Trustees or by vote of a majority of the outstanding shares of that Fund,
on not more than sixty (60) days' written notice to the Distributor. Such
agreement shall terminate automatically in the event of
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its assignment. Once terminated, no further payments shall be made under
the Plan notwithstanding the existence of any unreimbursed current or
carried forward Eligible Expenses.
SECTION 6. AMENDMENTS.
The Plan may not be amended to increase materially the amount that may be
spent for distribution by a Fund without the approval of a majority of the
outstanding voting securities of that Fund. All material amendments to the
Plan and any related distribution agreement shall be approved by the
Trustees, including the non-interested Trustees, cast in person at a
meeting called for the purpose of voting on any such amendment. The
Trustees also may interpret this Plan and make all determinations necessary
or advisable for its administration.
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 then in office.
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 as long as such continuance is
specifically approved by the Trustees of the Trust and the non-interested
Trustees at least annually, 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 this Plan, and any related agreements and
reports, for a period of not less than six years (the first two years in an
easily accessible place) from the date of those documents, or for such
other periods as may be required by applicable law.
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. When voting on the
approval, termination or amendment of this Plan, or with respect to an
agreement related to this Plan, shareholders of the applicable Fund or
Funds shall vote in accordance with instructions received from the relevant
owners of Variable Contracts funded by the separate accounts of a Life
Company.
Dated approved by the Board of Trustees: July 28, 2000
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Exhibit A
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Series of the Kelmoore Strategy(TM) Variable Trust
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Kelmoore Strategy(TM) Variable Fund
Kelmoore Strategy(TM) Variable Eagle Fund
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