Exhibit (a)(4)


                            KELMOORE STRATEGIC TRUST
                                  (THE "TRUST")

  AMENDMENT DATED FEBRUARY 20, 2008 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 three Series which shall be designated as the
     Kelmoore Strategy(R) Fund, the Kelmoore Strategy(R) Eagle Fund and the
     Kelmoore Strategy(R) Liberty 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 and the Kelmoore Strategy(R) Liberty 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/ Ralph M. Kelmon
                                                -------------------------------
                                                Ralph M. Kelmon
                                                President

Date: February 20, 2008