COMPLIANCE SUPPORT SERVICES AMENDMENT
TO
SERVICES AGREEMENT
This Amendment to the Services Agreement (the "Amendment") is made as January 3,
2005, by and between Kelmoore Strategic Trust, a Delaware business trust (the
"Trust") and PFPC INC., a Massachusetts corporation ("PFPC").
BACKGROUND
The Trust and PFPC are parties to a Services Agreement dated as of May 3, 1999,
as amended to date (the "Agreement") relating to PFPC's provision of certain
services to the Trust's investment portfolios listed on Exhibit A to the
Agreement, as may be amended from time to time. The parties are amending the
Agreement for PFPC to provide the compliance support services described herein
to the Trust.
TERMS
The parties hereby agree that:
1. PROVISION OF SERVICES; FEES. PFPC shall provide to the Trust the compliance
support services ("Compliance Support Services") described on Appendix A, as
such may be amended in writing from time to time by the parties; and, as
compensation for such services, the Trust will pay to PFPC a fee or fees as may
be agreed to from time to time in writing by the Trust and PFPC, and PFPC's
out-of-pocket expenses. Out-of-pocket expenses include, but are not limited to:
overnight express charges; courier services; facsimile and other
telecommunications charges; duplicating charges; travel costs; transmission
expenses and all other miscellaneous expenses and fees incurred in connection
with the Compliance Support Services.
2. COMPLIANCE SUPPORT SERVICES. Compliance Support Services are administrative
in nature and are not, nor shall they be, construed as, legal advice to or the
provision of legal services for or on behalf of the Trust or any other person.
Compliance Support Services performed by PFPC will be at the request and
direction of the Trust and its Chief Compliance Officer ("CCO"). PFPC disclaims
liability to the Trust, and the Trust is solely responsible, for the selection,
qualifications and performance of the Trust's CCO and the adequacy and
effectiveness of the Trust's compliance program and infrastructure.
3. INDEMNITY. The Trust shall indemnify, defend and hold PFPC and its affiliates
and their respective directors, trustees, officers, agents and employees
harmless from all claims, suits, actions, damages, losses, and liabilities,
including attorneys' fees and court costs, and all other out-of-pocket costs and
expenses (collectively "Losses") arising directly or indirectly from the
provision or performance of Compliance Support Services (including, without
limitation, any Losses arising under the Federal Securities Laws, as that term
is defined in Rule 38a-1 of the Investment Company Act of 1940); PROVIDED,
HOWEVER, that the Trust shall not be obligated to indemnify PFPC for Losses to
the extent caused by PFPC's failure to perform Compliance
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Support Services in accordance with the standard of care set forth in the
Agreement.
4. MISCELLANEOUS.
(a) As hereby amended, the Agreement shall remain in full force and effect in
accordance with its terms and conditions. In the event of a conflict between the
terms of this Amendment and the Agreement, this Amendment shall control.
(b) The Agreement and this Amendment constitute the complete understanding and
agreement of the parties with respect to the subject matter hereof and supersede
all prior communications with respect thereto.
(c) This Amendment may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument. The facsimile signature of any party to this Amendment
shall constitute the valid and binding execution hereof by such party.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by
their duly authorized officers designated below on the date first written above.
KELMOORE STRATEGIC TRUST
By: /S/▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: CFO
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PFPC INC.
By: /S/▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Senior Vice President
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APPENDIX A
COMPLIANCE SUPPORT SERVICES PACKAGE
1. BASE COMPLIANCE SUPPORT SERVICES
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DESCRIPTION FREQUENCY
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Provision of compliance policies and procedures for each applicable PFPC line Annual, with interim updates on a
of business, summaries thereof, and a standard certification letter as to reasonable as-needed basis.
compliance with such policies and procedures.
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2. COMPLIANCE POLICIES AND PROCEDURES SUPPORT
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DESCRIPTION FREQUENCY
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Assistance in preparing the Trust's CCO's annual written report to the Trust's Annually
board regarding operation OF the Trust's policies and procedures and
those of its service providers.
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Presentation OF various aspects of the compliance policies and procedures OF Each quarterly board meeting
PFPC's lines OF business to the Trust's board and responses to related
questions.
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Maintain Trust specific Internet address ("Fund Library") to provide the Trust Updates to Fund Library will be made on a
and its officers with password protected access to Trust compliance policies reasonable as needed basis to maintain
and procedures, service provider compliance policies and procedures, key Trust consistency with revisions made to the
documents (agreements, By-Laws, prospectus and SAI), prior Board and Committee documents by the Trust.
minutes and regulatory updates.
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3. CHIEF COMPLIANCE OFFICER SUPPORT
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DESCRIPTION FREQUENCY
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Meetings with the Trust's CCO on regulatory issues and industry best practices, As needed, meetings between the Trusts CCO
including written regulatory updates. and PFPC at an agreed upon location
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Semi-annual review (with the Trust's CCO) of PFPC's operations for the Semi-annually
relevant periods as such operations relate to the Trust.
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4. ADDITIONAL RULE 38A-1 SUPPORT SERVICES
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DESCRIPTION FREQUENCY
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Preparation of PFPC's "report card," offering a self assessment of PFPC's Semi-annually
adherence to its own compliance policies and procedures as the Trust's service
provider; and such other forms of customized reporting (e.g., statistical
reporting on such matters as NAV accuracy) as may be agreed upon.
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