Kelmoore Strategic Trust Sample Contracts

AMENDMENT TO SERVICES AGREEMENT
Services Agreement • April 29th, 2008 • Kelmoore Strategic Trust • Delaware
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AGREEMENT AND
Kelmoore Strategic Trust • December 21st, 1998 • Delaware
DISTRIBUTION AGREEMENT MARCH 22, 1999 AS AMENDED FEBRUARY 20, 2008
Distribution Agreement • April 29th, 2008 • Kelmoore Strategic Trust • California
AMENDMENT TO CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • April 29th, 2008 • Kelmoore Strategic Trust • Delaware
AS AMENDED
Agreement and Declaration of Trust • April 6th, 1999 • Kelmoore Strategic Trust • Delaware
AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • May 15th, 2008 • Dunham Funds • Delaware

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of this ___ day of May, 2008, by and between Kelmoore Strategy Fund, Kelmoore Strategy Eagle Fund, Kelmoore Strategy Liberty Fund (the “Transferring Funds” and each a "Transferring Fund"), each a series of Kelmoore Strategic Trust (the “Trust”) and the Dunham Monthly Distribution Fund (the "Acquiring Fund"), a series of Dunham Funds (“Dunham”). The Kelmoore Strategic Trust is a Delaware statutory trust, with its principal place of business at 2465 East Bayshore Road, Suite 300, Palo Alto, CA 94303. Dunham is a Delaware statutory trust, with its principal place of business at 10251 Vista Sorrento Parkway, Suite 200 San Diego, CA 92121.

INVESTMENT ADVISORY AGREEMENT MAY 17, 2006
Kelmoore Strategic Trust • April 29th, 2008 • California
KELMOORE STRATEGIC TRUST (THE "TRUST")
Kelmoore Strategic Trust • April 29th, 2008

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):

KELMOORE STRATEGIC TRUST (THE "TRUST")
Kelmoore Strategic Trust • May 17th, 2006

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):

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