Exhibit (a)(2)
KELMOORE STRATEGIC TRUST
(THE "TRUST")
AMENDMENT DATED FEBRUARY 7, 2006 TO THE AGREEMENT AND DECLARATION OF TRUST
The first paragraph of Article V, Section 1 of the Trust's Agreement
and Declaration of Trust is amended to read as follows (additions are
underscored):
The Trust shall consist of one or more Series. Without limiting the
authority of the Trustees to establish and designate any further
Series, the Trustees hereby establish four Series which shall be
designated as the Kelmoore Strategy(R) Fund, the Kelmoore Strategy(R)
Eagle Fund, the Kelmoore Strategy(R) Liberty Fund and the Kelmoore
Strategy(R) Capitol Fund. Each additional Series shall be established
and is effective upon the adoption of a resolution of a majority of
the Trustees or any alternative date specified in such resolution.
The Trustees shall designate the relative rights and preferences of
the Shares of each Series. The Trustees may divide the Shares of any
Series into Classes. Without limiting the authority of the Trustees
to establish and designate any further Classes, the Trustees hereby
establish, with respect to the Kelmoore Strategy(R) Fund, the
Kelmoore Strategy(R) Eagle Fund, the Kelmoore Strategy(R) Liberty
Fund and the Kelmoore Strategy(R) Capitol Fund, each two Classes of
Shares which shall be designated Class A and Class C respectively.
The Classes of Shares of the Series herein established and designated
and any Shares of any further Series and Classes that may from time
to time be established and designated by the Trustees shall be
established and designated, and the variations in the relative rights
and preferences as between the different Series or Classes shall be
fixed and determined, by the Trustees; provided, that all Shares
shall be identical except for such variations as shall be fixed and
determined between different Series or Classes by the Trustees in
establishing and designating such Series or Class. Such designation
of Series or Classes may be directly set forth by resolution or may
be made by a resolution referring to, or authorizing or approving of,
another document that sets forth such relative rights and preferences
of such Series (or Class) including, without limitation, any
registration statement, prospectus or statement of additional
information of the Trust, or as otherwise provided in such
resolution.
/s/ Xxxxxxx Kelmon
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Xxxxxxx Kelmon
President
Date: February 7, 2006
