AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON 4/___/96
FILE NO: 811-8058
33-69798
SECURITIES AND EXCHANGE COMMISSION
----------------------------------
Washington, D.C. 20549
FORM N-1A
---------
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X /
Pre-Effective Amendment No. 2 / X /
Post-Effective Amendment No. _______ / /
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / X /
Amendment No. 2
(Check appropriate box or boxes.)
THE NOAH INVESTMENT GROUP, INC.
-------------------------------
(Exact name of Registrant as Specified in Charter)
975 Delchester Road
Newtown Square, PA 19073
------------------------
(Address of Principal Executive Office)
Registrant's Telephone Number, including Area Code:
215-651-0460
------------
WILLIAM L. VAN ALEN, JR., ESQUIRE, 975 DELCHESTER ROAD
NEWTOWN SQUARE, PA 19073 - 215-651-0460
---------------------------------------
(Name and Address of Agent for Service)
Please send copy of communications to:
MARTIN V. MILLER, ESQUIRE
115 Foxcroft Drive
Doylestown, Pennsylvania 18901
215-345-7110
------------
Approximate Date of Proposed Public Offering: As soon as
practicable following effective date.
<PAGE>
It is proposed that this filing will become effective (check appropriate box):
/ / immediately upon filing pursuant to paragraph (b)
/ / on (date) pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(1)
/ / on (date) pursuant to paragraph (a)(1)
/ / 75 days after filing pursuant to paragraph (a)(2)
/ / on (date) pursuant to paragraph (a)(2) of rule 485
If appropriate, check the following box:
/ / this post-effective amendment designates a new effective date
for a previously filed post-effective amendment.
Registrant declares hereby that an indefinite number or
amount of its securities has been registered by this
Registration Statement.
The Registrant hereby amends this registration statement on
such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which
specifically states that this registration statement shall
thereafter become effective in accordance with section 8(a) of
the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Commission, acting
pursuant to said section 8(a), may determine.
TOTAL NUMBER OF PAGES _____
EXHIBIT INDEX BEGINS
ON PAGE _____
<PAGE>
FORM N-1A
---------
CROSS REFERENCE SHEET
---------------------
FORM N-1A PART A
- ----------------
ITEM # PROSPECTUS LOCATION
- ------ -------------------
1. Cover Page ............................ Cover Page
2. Synopsis .............................. Expense Summary
3. Condensed Financial Information ....... N/A
4. General Description of Registrant ..... The Noah Fund Investment
Objective, Investment Policies
5. Management of the Fund ................ The Business of the Fund, Fund
Service Providers, Brokerage
Allocation, Dividends and
Distributions, Tax Implications,
Measuring Performance
6. Capital Stock and Other Securities .... The Noah Investment Group
7. Purchase of Securities Being Offered .. Investing in The Noah Fund,
How to Buy The Noah Fund Shares,
Fund Share Transaction Rules,
Shareholder Services,
Distribution Fees
8. Redemption or Repurchase .............. How to Sell (Redeem) Your
Shares
9. Pending Legal Proceedings ............. N/A
<PAGE>
FORM N-1A PART B
- ----------------
LOCATION IN STATEMENT
ITEM # OF ADDITIONAL INFORMATION
- ------ -------------------------
10. Cover Page ............................ Cover Page
11. Table of Contents ..................... Table of Contents
12. General Information and History ....... See Item "The Noah Investment
Group" in Prospectus
13. Investment Objectives and Policies .... Investment Objective and
Policies
14. Management of the Fund ................ See Items "The Business of the
Fund," "Fund Service
Providers," "Brokerage
Allocation," "Management of
the Fund," in the Prospectus
and "Directors and Officers of
the Fund" in Part B
15. Control Persons and Principal Holders
of Securities ......................... Principal Holders of Securities
16. Investment Advisory and Other Services. Investment Management Services,
Sub-Advisor
17. Brokerage Allocation and
Other Practices ....................... See Item "Brokerage Allocation"
in the Prospectus
18. Capital Stock and Other Securities .... See Item "The Noah Investment
Group" in the Prospectus
19. Purchase, Redemption and Pricing of
Securities Being Offered .............. See Items "Investing in The
Noah Fund," "Fund Share
Transaction Rules,"
Shareholder Services,"
"Distribution Fees," "How to
Sell (Redeem) Your Shares"
"Special Investor Services"
and "Distribution Plan" in the
Prospectus: Distribution Plan,
Redemption in Kind; Special
Investor Services; Purchase
and Redemption of Shares,
Taxes, Dividends and Capital
Gains
<PAGE>
FORM N-1A PART B CONTINUED
- --------------------------
LOCATION IN STATEMENT
ITEM # OF ADDITIONAL INFORMATION
- ------ -------------------------
20. Tax Status ............................ Dividends and Distributions
and Tax Implications
21. Underwriters .......................... N/A
22. Calculations of Performance Data ...... See Item "Measuring Performance"
in Fund Prospectus; Additional
Performance Information for the
Fund
23. Financial Statements .................. Financial Statements, Auditor
<PAGE>
FORM N-1A PART C
- ----------------
ITEM # LOCATION IN PART C
- ------ ------------------
24. Financial Statements and Exhibits .... Financial Statements and
Exhibits
25. Persons Controlled by or under
Common Control with Registrant ....... See Caption "Principal Holders
of Securities" in the Statement
of Additional Information
26. Number of Holders of Securities ...... Number of Holders of Securities
27. Indemnification ...................... Indemnification
28. Business and Other Connections of
Investment Adviser ................... Business and other Connections
of Investment Adviser
29. Principal Underwriter ................ N/A
30. Location of Accounts and Records ..... Location of Accounts and Records
31. Management Services .................. Management Services
32. Undertakings ......................... Undertakings
<PAGE>
PART A
<PAGE>
=============================================================================
PROSPECTUS
April __, 1996
THE NOAH FUND
A Portfolio of The Noah Investment Group, Inc.
=============================================================================
The investment objective of The Noah Fund (hereafter sometimes the "Fund")
is to seek capital appreciation consistent with preservation of capital, as
adjusted for inflation, and current income. The Fund is offered by The
Noah Investment Group, Inc., (the "Company"), an open-end, diversified,
management investment company of the series type.
The shares of The Noah Fund are sold without a sales charge.
The Fund will not invest in and may not acquire the securities of
businesses that are engaged, directly or through subsidiaries, in the
alcoholic beverage, tobacco, pornographic and gambling industries or
companies in the business of aborting life before birth.
This Prospectus describes the information about the Fund and the Company
that you should know before investing. Please read it carefully and retain
it for future reference.
More information about the Fund is contained in a Statement of Additional
Information that has been filed with the Securities and Exchange
Commission. To obtain a free copy, call 1-800-626-NOAH. The Statement
of Additional Information, as it may be revised from time to time, is
dated April __, 1996 and is incorporated by reference into this Prospectus.
Shareholder inquires should be directed to 1-800-626-NOAH.
============================================================================
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS: ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
============================================================================
This Prospectus is part of a Registration Statement that has been filed
with the Securities and Exchange Commission in Washington, D.C. under the
Securities Act of 1933 and the Investment Company Act of 1940.
<PAGE>
No person has been authorized to give any information or to make any
representations in connection with the offer of the Fund's shares, other
than as contained in this Prospectus and the Fund's official sales
literature. Therefore, other information and representations must not be
relied upon as having been authorized by the Fund. This Prospectus does
not constitute an offer in any State in which, or to any person to whom,
such offering may not lawfully be made.
2
<PAGE>
INDEX
Expense Summary ....................................................
The Noah Fund Investment Objective .................................
Investment Policies ................................................
Investing in The Noah Fund .........................................
How to Buy The Noah Fund Shares ....................................
Fund Share Transaction Rules .......................................
How to Sell (Redeem) Your Shares ...................................
Shareholder Services ...............................................
Dividends and Distributions ........................................
The Noah Investment Group ..........................................
The Business of The Fund ...........................................
Brokerage Allocation ...............................................
Fund Service Providers .............................................
Tax Implications ...................................................
Measuring Performance ..............................................
Distribution Fee ...................................................
3
<PAGE>
EXPENSE SUMMARY =======================================
ANNUAL FUND OPERATING EXPENSES THE NOAH FUND
are paid out of the Fund's Assets
and include fees for portfolio Shareholder Transaction Expenses
management, maintenance of --------------------------------
shareholder accounts, general Sales Load Imposed
Fund administration, shareholder on Purchases None
servicing, accounting and Sales Load Imposed
other services. on Reinvested Dividends None
Deferred Sales Load None
At right is a summary of the Redemption Fees None
Fund's operating expenses Exchange Fees None
expected to be incurred during
the current fiscal year. Annual Fund Operating Expenses
Actual total operating expenses ------------------------------
may vary. A hypothetical (as a percentage of average net assets)
example based on the summary is
also shown below. Management Fees 1.00%
12b-1 Fees .25%
Other Expenses .50%
-----
Total Fund Operating Expenses 1.75%
=====
OTHER EXPENSES ARE BASED UPON ESTIMATED
AMOUNTS FOR THE CURRENT FISCAL YEAR
BECAUSE IT IS THE INITIAL FISCAL YEAR
FOR THE FUND.
=======================================
- -----------------------------------------------------------------------------
EXAMPLE:
Assume, for example, that the annual return for the Fund is 5% and that its
operating expenses are as described above. For each $1,000 that you
invested in the Fund and assuming that you closed your account at the end
of the one-year and the three-year periods, you would pay the amount shown
as expenses at the end of such periods.
4
<PAGE>
One Year Three Years
-------- -----------
The Noah Fund $18.00 $55.00
- -----------------------------------------------------------------------------
This expense information set out above is provided to help you understand
the expenses you would bear as a Fund shareholder.
The foregoing expenses reflect the Company's 12b-1 distribution fee (not
to exceed .25% of average annual net assets). See "Distribution Fee,"
p. _____ for further details.
Long-term shareholders may pay more than the economic equivalent of the
maximum permitted front-end sales charges.
There is a fee ($5.00) charged upon the telephone exchange of Fund shares
for those of the Noah Portico Money Market Fund.
5
<PAGE>
=============================================================================
THE NOAH FUND
INVESTMENT OBJECTIVE
=============================================================================
The investment objective of The Noah Fund is to seek capital appreciation
consistent with preservation of capital, as adjusted for inflation, and
current income.
The Fund is appropriate for investors who want:
o capital appreciation and are willing to accept moderate stock
market volatility
o asset investment within the context of conservation of capital
as adjusted for inflation
o current income.
=============================================================================
INVESTMENT POLICIES
=============================================================================
COMPANY'S MANAGEMENT BELIEVES THAT IT IS CONSISTENT WITH
JUDEO-CHRISTIAN PRINCIPLES FOR THE FUND TO TAKE A MORAL STANCE WITH RESPECT
TO ITS INVESTMENTS. THEREFORE, IT IS A MATTER OF FUNDAMENTAL POLICY THAT
THE FUND WILL NOT INVEST IN AND MAY NOT ACQUIRE THE SECURITIES OF
BUSINESSES THAT ARE ENGAGED, DIRECTLY OR THROUGH SUBSIDIARIES, IN THE
ALCOHOLIC BEVERAGE, TOBACCO, PORNOGRAPHIC AND GAMBLING INDUSTRIES OR
COMPANIES IN THE BUSINESS OF ABORTING LIFE BEFORE BIRTH.
STOCKS
The Fund seeks to realize capital appreciation by investing in a
diversified portfolio of common stocks of large capitalization companies
(one billion dollars or more). These companies are, in the opinion of the
Fund's investment adviser, advantageously positioned to achieve superior
long-term asset value and earnings growth through realization of the
results of company research, product development, capital spending and
market expansion. Stock selection is made within the context of a broad
macroeconomic and political framework and is based on fundamental security
analysis to develop earnings forecasts and to identify attractive
investment opportunities relative to market valuation. Individual
companies are scrutinized concerning their individual growth prospects in
the context of the economy and competitive conditions within their
6
<PAGE>
respective industries. Macroeconomic factors considered, although not
exclusively, include inflation, interest, tax and currency rates.
Individual company analysis focuses upon the outlook for sales, profit
margins, returns on capital, cash flow and earnings per share. Information
sources include general economic and industry data provided by governmental
agencies and various trade associations, financial data such as that
contained in corporate annual and other periodic reports and press
releases, corporate financial presentations and meetings with company
managements.
The investment policies described in the above paragraph may be changed
without shareholder approval.
MONEY MARKET INSTRUMENTS
During periods when the Fund's investment adviser deems it advisable for
the Fund to be in a defensive posture, the Fund may invest, without limit,
in "money market instruments," a term that includes, among other things,
bank obligations (which include U.S. Dollar denominated certificates of
deposit, bankers acceptances and time deposits issued or supported by the
credit of U.S. or foreign banks or savings institutions having total assets
at the time of purchase of, in excess of, $1 billion), commercial paper,
obligations of the U.S. Government, its agencies and instrumentalities,
and repurchase agreements backed by U.S. Government securities.
PORTFOLIO TURNOVER
Although investments are generally made for the long term, the investment
advisor retains the right to trade securities actively for short-term
trading profits, irrespective of how long they have been held, if the
objectives of the Fund would be better served. Any gains realized
therefrom on securities held for 90 days or less shall not exceed 30% of
Fund income including capital gains (See "Tax Implications," p. ___). An
annual portfolio turnover rate of 100% would occur if the value of all of
the securities held in the Fund's portfolio were replaced within one year.
It is anticipated that the annual portfolio turnover of the Fund is not
expected to exceed 40%-50%.
INVESTMENT RISKS
The Fund is subject to certain types of risks. It is subject to the risks
of the securities markets in which the portfolio securities of the Fund are
traded. Securities markets are cyclical and the prices of the securities
traded in such markets rise and fall at various times. These cyclical
periods may extend over significant periods of time.
The Fund is also subject to the risk that the investment manager will not
be successful in managing the Fund's portfolio. The investment manager
will manage the portfolio
7
<PAGE>
and will make decisions on buying, selling or holding portfolio securities
based upon the skills of the manager in interpreting the available
economic, financial and market data. The lack of experience of Polestar
Management Company is a factor to be considered when making an investment
in the Fund.
INVESTMENT LIMITATIONS
The following investment restrictions will help the Fund to limit
investment risks. Thus the Fund will not:
(a) with respect to 75% of its assets, invest more than 5% of the
market value of its assets in the securities of any single issuer (other
than obligations issued or guaranteed as to principal and interest by the
U.S. Government or any agency or instrumentality thereof);
(b) with respect to 75% of its assets, purchase more than 10% of any
class of the outstanding securities of any issuer (other than obligations
of the U.S. Government);
(c) invest more than 5% of its assets in the securities of companies
that (with predecessors) have a continuous operating history of less than
three years;
(d) the Fund may not invest 25% or more of its total assets in one or
more issuers conducting their principal business activities in the same
industry.
(e) borrow money except from a bank and only for temporary or emergency
`purposes, and then only in an amount not in excess of 10% of the lower of
the market value or cost of its assets, in which case it may pledge,
mortgage or hypothecate any of its assets as security for such borrowing,
but not to an extent greater than 10% of the market value of its assets:
the Fund will not purchase any securities while such borrowings exceed 5%
of the Fund's assets;
(f) underwrite the securities of other issuers;
(g) make loans except by purchasing bonds, debentures or similar
obligations which are either publicly distributed or customarily purchased
by institutional investors;
(h) invest in oil, gas or mineral leases or real estate except that the
Fund may purchase the securities of companies engaged in the business of
real estate including real estate investment trusts; or
(i) invest in commodities or commodity contracts.
These investment limitations, described above, are considered at the time
that securities
8
<PAGE>
are purchased. The limitations described are deemed to be fundamental
policies and may not be changed without the approval of a majority of the
Fund's outstanding voting securities.
=============================================================================
INVESTING IN THE NOAH FUND
=============================================================================
Shares of the Fund may be purchased either through the account you maintain
with a broker-dealer or other financial institution or from The Noah
Investment Group directly.
Should you wish to establish a Fund account directly, please refer to the
purchase options described under "How to Buy The Noah Fund Shares" below.
Payments for Fund shares should be in U.S. dollars and in order to avoid
fees and delays should be drawn on a U.S. bank. Please remember that Fund
management reserves the right to reject any purchase order for The Noah
Fund shares.
IF YOU HAVE QUESTIONS
A Fund telephone representative will be happy to provide the information or
service you need. Your needs are most efficiently addressed by calling the
appropriate toll-free number listed below:
1-800-626-NOAH
=============================================================================
HOW TO BUY THE NOAH FUND SHARES
=============================================================================
This section provides you with pertinent information on how to buy Fund
shares. Further information can be found under "Fund Share Transaction
Rules," p. ___.
MINIMUM INVESTMENT
------------------
To Open Account Additional Investments
--------------- ----------------------
Regular Account $1,000 $50
IRAs 500 $50
9
<PAGE>
To Open Account Additional Investments
--------------- ----------------------
Non-Working Spousal
IRA (1) 250 50
IRA Rollovers 1,000 50
401(k) Plans, Qualified
Retirement Plans and
SEP-IRAs 1,000 50
OPENING AND ADDING TO YOUR NOAH FUND ACCOUNT
You are provided with a number of different ways to invest directly in the
Fund. Simply choose the one that is most convenient for you. Any
questions you may have can be answered by calling 1-800-626-NOAH. As described
above under "Investing in The Noah Fund," p. ___, you may also purchase Fund
shares through broker-dealers or other financial organizations.
- ---------------
(1) A regular IRA must be opened first.
10
<PAGE>
=============================================================================
TO OPEN AN ACCOUNT TO ADD TO ACCOUNT
By Mail o Complete an Account o Make your check payable to
Registration Form and make The Noah Fund and mail
a check payable to The it to the address at left.
Noah Fund and mail the
Form and check to The Noah o Please include your account
Investment Group, Inc., P.O. number on your check.
Box 701, Milwaukee, WI
53201-0701 or by overnight o Or use the convenient form
courier, send to 615 E. attached to your regular
Michigan Street, Milwaukee, Fund statement.
WI 53202-3705.
- -----------------------------------------------------------------------------
By Wire o Ask your bank to wire funds o Ask your bank to wire
to Account of Firstar immediately available funds
Bank, Milwaukee, N.A. as described at left, except
777 E. Wisconsin Avenue, that the wire should note that
Milwaukee, WI 53202 it is to make a subsequent
ABA#: 075000022 purchase rather than to open
Credit: Firstar Trust Company a new account.
Account #: 112-952-137
Further credit: The Noah Fund.
o The wire should state that the o Include your name and Fund
purchase is to be in your account number.
name(s).
o The wire should state that you
are opening a new Fund account.
o Include your name(s), address and
taxpayer identification number,
and the name of the Fund in which
you are purchasing shares.
o Call 1-800-626-NOAH to inform us
that a wire is being sent.
- -----------------------------------------------------------------------------
By o Telephone transactions may o Call 800/626-NOAH to make
Tele- not be used for initial pur- your purchase.
phone chases. If you want to make
purchases subsequent transactions via
trans- telephone, please select this
ferring service on your account
money Registration Form.
from
your
checking,
NOW or
bank
money
market
account.
=============================================================================
11
<PAGE>
EXPLANATION OF SALES PRICE
The public offering price for shares of The Noah Fund is based upon the
Fund's net asset value per share. Net asset value per share is calculated
by adding the value of Fund investments, cash and other assets, subtracting
Fund liabilities, and then dividing the result by the number of shares
outstanding. The assets of the Fund are valued at market value or, if
market quotes cannot be readily obtained, fair value is used as determined
by the Board of Directors. The net asset value of the Fund's shares is
computed on all days on which the New York Stock Exchange is open for
business at the close of regular trading hours on the Exchange, currently
4:00 p.m. East Coast time.
=============================================================================
CALL FOR INFORMATION
- ---- ---------------
1-800-626-NOAH Regarding the Fund's investment
9:00 a.m.-5:30 p.m. objectives and policies.
East Coast Time
- -----------------------------------------------------------------------------
1-800-626-NOAH For information about opening an account or
8:00 a.m.-7:00 p.m. if you are an investor in The Noah Fund
Central Time and need assistance with your account,
to obtain your account balance or to request
a telephone transaction or information on
changing your Fund's services. Statements
of Additional Information are also available
at this number.
- -----------------------------------------------------------------------------
1-800-626-NOAH For voice recorded price information.
24 hours a day
==============================================================================
ACCURACY OF INVESTOR ACCOUNT INFORMATION
Reasonable procedures will be employed to confirm that instructions
communicated by telephone are genuine. Such procedures may include, among
others, requiring some form of personal identification prior to acting upon
telephonic instructions, providing written confirmations of all such
transactions, and/or tape recording all telephonic instructions. ASSUMING
PROCEDURES SUCH AS THE ABOVE HAVE BEEN FOLLOWED, NEITHER DECLARATION
SERVICE COMPANY NOR THE FUND WILL BE LIABLE FOR ANY LOSS, COST, OR EXPENSE
FOR ACTING UPON AN INVESTOR'S TELEPHONE INSTRUCTIONS. THE COMPANY SHALL
HAVE AUTHORITY, AS YOUR AGENT, TO REDEEM SHARES IN YOUR ACCOUNT TO COVER
ANY SUCH LOSS. As a result of this policy, the investor will bear the risk
of any loss unless the Fund has failed to follow procedures such as the
12
<PAGE>
above.
=============================================================================
The Noah Investment Group wants you to be kept current regarding the status
of your account in the Fund. To assist you, the following statements and
reports will be sent to you:
Confirmation Statements After every transaction that affects your
account balance or your account registration.
Account Statements Quarterly.
Financial Reports Semi-annually -- to reduce Fund expenses, only
one copy of the Fund report will be mailed
to each taxpayer identification number even if
you have more than one account in the Fund.
=============================================================================
=============================================================================
FUND SHARE TRANSACTION RULES
=============================================================================
PURCHASE BY MAIL (see p. ___)
Your purchase order, if in proper form and accompanied by payment, will be
processed upon receipt by Firstar Trust Company, the Transfer Agent. If
the Transfer Agent receives your order and payment by the close of regular
trading on the Exchange (currently 4:00 p.m. East Coast time), your shares
will be purchased at the public offering price calculated at the close of
regular trading on that day. Otherwise, your shares will be purchased at
the public offering price determined as of the close of regular trading on
the next business day.
The Company does not consider the U.S. Postal Service or other independent
delivery services to be its agents. Therefore, deposit in the mail or with
such services, or receipt at Firstar Trust Company's Post Office Box, of
purchase applications or redemption requests does not constitute receipt by
the Custodian or the Fund. DO NOT MAIL LETTERS BY OVERNIGHT COURIER TO THE
POST OFFICE BOX ADDRESS. CORRESPONDENCE MAILED BY OVERNIGHT COURIER SHOULD
BE SENT TO THE FUND AT:
Firstar Trust Company
Mutual Fund Services, 3rd Floor
615 E. Michigan Street
Milwaukee, WI 53202-5207
All applications to purchase capital stock are subject to acceptance or
rejection by
13
<PAGE>
authorized officers of the Company and are not binding until accepted.
Applications will not be accepted unless they are accompanied by payment in
U.S. funds. Payment must be made by check order drawn on a U.S. bank,
savings & loan or credit union. The Custodian will charge a $20.00 fee
against a shareholder's account, in addition to any loss sustained by the
Fund, for any payment check returned to the Custodian for insufficient
funds. It is the policy of the Company not to accept applications under
circumstances or in amounts considered disadvantageous to shareholders; for
example, if an individual previously tried to purchase shares with a bad
check, or the proper social security number or tax identification number is
omitted, the Company reserves the right not to accept future applications
for Fund shares from such individual.
If you place an order for Fund shares through a securities broker, and you
place your order in proper form before 4:00 p.m. East Coast time on any
business day in accordance with their procedures, your purchase will be
processed at the public offering price calculated at 4:00 p.m. on that day,
if the securities broker then transmits your order to the Transfer Agent
before the end of its business day (which is usually 4:15 p.m. Central
time). The securities broker must send to the Transfer Agent immediately
available funds in the amount of the purchase price within three business
days for the order.
By Financial Service Organization -- If you are a client of a securities
broker or other financial organization, you should note that such
organization may charge its clients a separate fee for administrative
services in connection with investments in The Noah Fund shares and may
impose account minimums and other requirements. These fees and
requirements would be in addition to those imposed by The Noah Fund under
the Plans or otherwise. If you are investing through a securities broker
or other financial organization, please refer to its program materials for
any additional special provisions or conditions that may be different from
those described in this Prospectus (for example, some or all of the
services and privileges described may not be available to you). Securities
brokers and other financial organizations have the responsibility of
transmitting purchase orders and funds, and of crediting their customers'
accounts following redemptions, in a timely manner in accordance with their
customer agreements and this Prospectus.
TELEPHONE PURCHASES (See p. _____) INVESTORS MUST AFFIRMATIVELY ELECT
PRIVILEGE
In order to be able to purchase shares by telephone, an investor's account
authorizing such purchases must have been established prior to the
investor's call. The initial purchase of shares for an account may not be
made by telephone. Shares purchased by telephone will be purchased at the
per share net asset value determined at the close of business on the day
that the transfer agent receives payment through the Automatic Clearing
House. Call the Transfer Agent for details.
Only bank accounts held at domestic financial institutions that are
Automated Clearing House members can be used for telephone transactions.
Most transfers are completed within three business days of your call. To
preserve flexibility, the Company may
14
<PAGE>
revise or eliminate the ability to purchase Fund shares by phone, or may
charge a fee for such service, although the Company does not currently
expect to charge such a fee.
WIRE PURCHASES (See p. ____)
If you purchase Fund shares by wire, you must complete and file an Account
Registration Form with the Transfer Agent before any of the shares
purchased can be redeemed. You should contact your bank (which will need
to be a commercial bank that is a member of the Federal Reserve System) for
information on sending funds by wire, including any charges that your bank
may make for these services.
MISCELLANEOUS PURCHASE INFORMATION
Federal regulations require that you provide a certified taxpayer
identification number whenever you open or reopen an account. Congress has
mandated that if any shareholder fails to provide and certify to the
accuracy of the shareholder's social security number or other taxpayer
identification number, the Company will be required to withhold a
percentage, currently 31%, of all dividends, distributions and payments,
including redemption proceeds, to such shareholder as a backup withholding
procedure.
For economy and convenience, share certificates will not be issued.
=============================================================================
HOW TO SELL (REDEEM) YOUR SHARES
=============================================================================
You may sell (redeem) your shares at any time. You may request the sale of
your shares either by mail, by telephone or by wire.
BY MAIL
Sale requests should be mailed to:
Firstar Trust Company
P.O. Box 701
Milwaukee, WI 53201-0701
Should you wish to send your redemption request by overnight courier, the
request for redemption should be sent to:
Firstar Trust Company
615 E. Michigan Street
Milwaukee, WI 53202
The selling price of the shares being redeemed will be the Fund's per share
net asset value next
15
<PAGE>
calculated after receipt of all required documents in Good Order. Payment
of redemption proceeds will be made no later than the third business day
after the valuation date unless otherwise expressly agreed by the parties
at the time of the transaction.
Good Order means that the request must include:
1. Your account number.
2. The number of shares to be sold (redeemed) or the dollar value of the
amount to be redeemed.
3. The signatures of all account owners exactly as they are registered
on the account.
4. Any required signature guarantees.
5. Any supporting legal documentation that is required in the case of
estates, trusts, corporations or partnerships and certain other types
of accounts.
Signature Guarantees --
A signature guarantee of each owner is required to redeem shares in the
following situations, for all size transactions: (i) if you change the
ownership on your account; (ii) when you want the redemption proceeds sent
to a different address than is registered on the account; (iii) if the
proceeds are to be made payable to someone other than the account's
owner(s); (iv) any redemption transmitted by federal wire transfer to your
bank; and (v) if a change of address request has been received by the
Company or Firstar Trust Company within 15 days previous to the request for
redemption. In addition, signature guarantees are required for all
redemptions of $25,000 or more from any Fund shareholder account. A
redemption will not be processed until the signature guarantee, if
required, is received in proper form.
Signature guarantees are designed to protect both you and the Fund from
fraud. To obtain a signature guarantee you should visit a bank, trust
company, member of a national securities exchange or other broker-dealer,
or other eligible guarantor institution. (Notaries public cannot provide
signature guarantees.) Guarantees must be signed by an authorized person
at one of these institutions, and be accompanied by the words "Signature
Guarantee."
BY TELEPHONE
Shares of the Fund may be sold by calling the Transfer Agent at
1-800-626-NOAH. In order to utilize this procedure for telephone
redemption, a shareholder must have previously elected this procedure in
writing which will be reflected in the records of the Transfer Agent, and
the redemption proceeds must be transmitted directly to the investor or to
the investor's pre-designated account at a domestic bank. An investor
may not redeem by telephone if a change of address request has been
received by the Company or Firstar Trust Company within 15 days previous
to the request for redemption.
16
<PAGE>
During periods of substantial economic or market changes, telephone
redemptions may be difficult to implement. If an investor is unable to
contact the Transfer Agent by telephone, shares may be redeemed by
delivering the redemption request in person or by mail as described under
"By Mail." Shareholders should understand that with the telephone
redemption option, they may be giving up a measure of security that they
might otherwise have had if they were to redeem their shares in writing.
In addition, interruptions in telephone service may mean that a shareholder
will be unable to effect a redemption by telephone if desired.
Shares purchased by check for which a redemption request has been received
will not be redeemed until the check or payment received for investment has
cleared.
BY WIRE
You may request the redemption proceeds be wired to your designated bank
if it is a member bank or a correspondent of a member bank of the Federal
Reserve System. A $10 fee is charged for outgoing wires.
REDEMPTION AT THE OPTION OF THE FUND
If the value of the shares in a shareholder's account is less than $500,
the Company may notify the shareholder that, unless the shareholder's Fund
account is increased to $500 in value, it will redeem all the shareholder's
shares and close the account by paying the shareholder the redemption
proceeds and any dividends and distributions declared and unpaid at the
date of redemption. The shareholder will have thirty days after he or she
receives the notice to bring the account up to $500 before any action is
taken. This minimum balance requirement does not apply to IRAs and other
tax-sheltered investment accounts. This right of redemption shall not
apply if the value of a shareholder's account drops below $500 as the
result of market action.
The Company reserves this right because of the expense to the Fund of
maintaining very small accounts.
=============================================================================
SHAREHOLDER SERVICES
=============================================================================
THE NOAH FUND/PORTICO MONEY MARKET EXCHANGE PLAN
Shareholders may exchange shares (in amounts worth $1,000 or more) of The
Noah Fund for shares of the Noah Portico Money Market Fund. To make a
telephone exchange, the Exchange Privilege Authorization option must have
been selected on the Account Application form when the account was opened.
Otherwise an Exchange Privilege Application form must be completed with
signature(s) guaranteed and sent to the Transfer Agent prior to making
telephone exchanges. The Transfer Agent will charge your account a $5.00
exchange fee every time you use the telephone to make an exchange. To make
an exchange, simply call the Transfer Agent at 1-800-626-NOAH prior to
4:00 p.m. East Coast Time. Your exchange will take effect as of the next
determination of net asset value per share of each fund involved (usually
at the close of business on the same day). Once an exchange request is
made, either in writing or by telephone, it may not be modified or
canceled. Further information about Portico Funds and
17
<PAGE>
the necessary authorization forms is available by calling the Transfer
Agent at 1-800-626-NOAH, or by writing to Firstar Trust Co., Mutual
Fund Services, 3rd Floor, P.O. Box 701, Milwaukee, Wisconsin 53201-0701.
The Fund reserves the right to limit the number of exchanges or to
otherwise prohibit or restrict shareholders from making exchanges at any
time, without notice to shareholders, should the Directors determine that
it would be in the best interest of the shareholders to do so.
Shareholders would be given at least 60 days written notice prior to
changing the fee for an exchange. An exchange, for tax purposes,
constitutes the sale of the shares of one fund and the purchase of those of
another; consequently, the sale will usually involve either a capital gain
or loss to the shareholder for Federal income tax purposes. During drastic
economic and market changes, telephone exchange services may be difficult
to implement. The exchange privilege is only available in states where the
exchange may legally be made.
Shareholders must have received a Portico Money Market Fund prospectus
before they can utilize the exchange privilege.
AUTOMATIC INVESTMENT PLAN
You may select the Automatic Investment Plan. Under this option, sums will
be moved from your local bank checking account to your Fund Account on a
periodic basis; i.e., monthly or quarterly. If you wish to create an
Automatic Investment Plan, complete the Automatic Investment Plan form
(page ____) and return the form and a voided blank check from your local
bank checking account to the Transfer Agent. You must allow three weeks
for the Transfer Agent to confirm that electronic transfers can be made
before you make the first transfer. Check with the bank in which your
checking account is maintained to make sure that it is a participant in the
Automated Clearing House system. The minimum amount that may be invested
under the Plan periodically is $25.00.
For information and assistance concerning the Automatic Investment Plan,
please call the Investor Service Department at 1-800-626-NOAH.
Dollar Cost Averaging is a useful method for investing in a portfolio of
securities such as the Fund where the price per share fluctuates. Instead
of trying to time market performance, a fixed dollar amount is invested in
Fund shares at predetermined intervals. In order to be effective, Dollar
Cost Averaging should usually be followed on a sustained, consistent basis.
While regular investment plans do not guarantee a profit and will not
protect you against loss in a declining market, they can be a good way to
invest for retirement, a home, educational expenses, and other long-term
financial goals.
You may cancel your Automatic Investment Plan or change the amount of your
periodic payments at any time by mailing written notification of such
cancellation or change to the Transfer Agent at P.O. Box 701, Milwaukee,
Wisconsin 53202-0701 or by calling the Transfer Agent at 1-800-626-NOAH.
18
<PAGE>
RETIREMENT PLANS
Retirement plans may provide you with a method of investing for your
retirement by allowing you to exclude from your taxable income, subject to
certain limitations, the initial and subsequent investments in your plan
and also allowing such investments to grow without the burden of current
income tax until monies are withdrawn from the plan.
INDIVIDUAL RETIREMENT ACCOUNTS (IRAS)
The individual investor can select the shares of the Fund to fund either an
IRA, a Rollover IRA or a non-working spousal IRA. To establish an IRA with
the Fund, you must complete the IRA Account Registration Form. If the
assets are being moved from an existing IRA to the Fund, you must also
complete the IRA Rollover/Transfer Form.
Many investors are eligible to deduct from federal income tax all or a
portion of their IRA investment. All dividends and capital gains on IRA
investments grow tax deferred until withdrawal. Investors may make
contributions to their IRAs until the tax year prior to reaching age 70 1/2.
Mandatory withdrawals must begin the year after an investor reaches
70 1/2. Investors should consult their tax advisers for details on
eligibility and tax implications.
Simplified Employee Pension Plans (SEP IRAs) may also be established.
Please read the IRA Disclosure Statement and Custodial Agreement which
contains further information regarding services and fees.
Investors should consult with their own tax advisers before establishing an
IRA account.
QUALIFIED RETIREMENT PLANS
The Noah Fund shares are available for investment by qualified retirement
plans with multiple participants including 401(k), 457, 403(b)(7) and
Simplified Employee Pension Plans (SEP-IRAs). The Fund does not have
prototype plans. Contact the Transfer Agent at 1-800-626-NOAH for details.
=============================================================================
DIVIDENDS AND DISTRIBUTIONS
=============================================================================
DIVIDENDS AND DISTRIBUTIONS
WHERE DO YOUR DIVIDENDS AND DISTRIBUTIONS COME FROM?
Dividends paid by the Fund are derived from its net investment income.
Net investment income will be distributed at least annually. The Fund's
net investment income is made up of dividends received from the stocks
it holds, as
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<PAGE>
well as interest accrued and paid on any other obligations that might be
held in its portfolio.
The Fund realizes capital gains when it sells a security for more than it
paid for it. The Fund may make distributions of its net realized capital
gains (after any reductions for capital loss carryforwards), generally,
once a year.
You must elect one of the following distribution options. You may make
such election on your account application.
1. Automatic Reinvestment Option - All dividends and capital gains
distributions will be re-invested in additional Fund shares.
2. Cash Option - All dividends and capital gains distributions will be paid
in cash.
If you do not elect one of the above Options, Option number 1 will be
selected for you automatically. You may change your Option by writing to
Firstar Trust Company, P.O. Box 701, Milwaukee, Wisconsin 53202-0701.
The election is effective for dividends and distributions with record dates
after the date the Transfer Agent is notified of the election.
=============================================================================
THE NOAH INVESTMENT GROUP
=============================================================================
The Noah Investment Group was organized on December 16, 1992 as a Maryland
corporation, and is a mutual fund of the type known as an open-end,
diversified management investment company. It did not begin operations
until 1996 nor commence offering its shares until that time. A mutual fund
permits an investor to pool his or her assets with those of others in order
to achieve economies of scale, take advantage of professional money
managers and enjoy other advantages traditionally reserved for large
investors. It is authorized to issue 500,000,000 shares of .001 cent par
value common capital stock. The Noah Investment Group's Articles of
Incorporation permits its Board of Directors to classify any unissued
shares into one or more classes of shares. The Board has authorized the
issuance of 250,000,000 shares of The Noah Fund which are currently being
offered. The Fund shares are fully paid and non-assessable. They are
entitled to such dividends and distributions as may be paid with respect to
the shares and shall be entitled to such sums on liquidation of the Fund as
shall be determined. Other than these rights, they have no preference as
to conversion, exchange, dividends, retirement or other features and have
no pre-emption rights.
Shareholder meetings will not be held unless required by Federal or State
law or in
20
<PAGE>
connection with an undertaking given by the Fund (See Statement of
Additional Information).
=============================================================================
THE BUSINESS OF THE FUND
=============================================================================
HOW THE FUND IS MANAGED
The business affairs of the Fund are managed under the general supervision
of a Board of Directors.
Polestar Management Company, 975 Delchester Road, Newtown Square, PA 19073
(hereafter sometimes the "Polestar Management") serves as the Fund's
manager and is responsible for the management of the Fund's business
affairs. Under the terms of the Management Agreement, Polestar Management,
for the fee described below, manages, or arranges for the management of,
the investment and reinvestment of the assets contained in the Fund's
portfolio and the review, supervision and administration of the Fund's
investment program. Polestar Management also provides administrative
services to the Fund. It is without prior experience as an investment
adviser and for that reason has secured the services of Rittenhouse
Financial Services, Inc. as sub-adviser. See "Sub-Investment Adviser,"
p. ____. Polestar Management is responsible to The Noah Investment Group's
Board of Directors.
Polestar Management will receive a fee, payable monthly, for the
performance of its services at an annual rate of 1% of the average net
assets of the Fund. The fee will be accrued daily for the purpose of
determining the offering and redemption price of the Fund's shares; it is
higher than those paid by most investment companies.
POLESTAR MANAGEMENT WILL GIVE A ONE-TENTH PART OF THE NET MANAGEMENT FEE
PAID TO IT TO RELIGIOUS ORGANIZATIONS (WITHOUT REGARD TO DENOMINATION) FOR
MISSIONS, DISCIPLESHIPS AND THE NEEDS OF THE POOR.
The Fund shall bear all of its expenses and all expenses of the Fund's
organization, operation and business not specifically assumed or agreed to
be paid by Polestar Management. Polestar Management will pay or provide
for the payment of the cost of office space, office equipment and office
services as are adequate for the Fund's needs; provide competent personnel
to perform all of the Fund's executive, administrative and clerical
functions not performed by Fund employees or agents; and authorize persons
who are officers, directors and employees of Polestar Management who may be
designated as directors, officers, and committee members to serve in such
21
<PAGE>
capacities at no cost to the Fund. Reference is made to the Statement of
Additional Information for a detailed list of the expenses that will be
borne by the Fund and by Polestar Management.
SUB-INVESTMENT ADVISER
Rittenhouse Financial Services, Inc. ("Rittenhouse"), a Delaware
corporation, located at Two Radnor Corporate Center, 100 Matsonford Road,
Radnor, PA 19087-4514, has been retained by Polestar Management to serve as
the Fund's sub-investment advisor. Rittenhouse was organized in 1979 by
George W. Connell, a 1958 graduate of the University of Pennsylvania and
former Vice President of Drexel Burnham Lambert, Incorporated. He is the
Chairman of the Board and sole shareholder of Rittenhouse, and president
and a director of The Rittenhouse Trust Company (a commercial bank and
trust company) and Rittenhouse Financial Securities, Inc. (a registered
broker dealer) which is a subsidiary of The Rittenhouse Trust Company.
Through its own activities and that of its related companies, Rittenhouse
provides advisory, brokerage and other financial services to individual and
institutional clients and has done so since 1979. While the Fund will
be the first investment company to which Rittenhouse has provided
investment advisory services, as of December 31, 1995, Rittenhouse
provided investment advice and counseling with respect to approximately
$6 billion in assets. The offices of the parent company are at No. 2
Radnor Corporate Center, Suite 420, Radnor, PA 19087-4599.
Rittenhouse is responsible for the investment and reinvestment of the
Fund's assets and the placement of brokerage for portfolio transactions.
Ms. Binney H. C. Wietlisbach, a Vice President of Rittenhouse, is
responsible for the day-to-day recommendations regarding the investment of
the Fund's portfolio. Ms. Wietlisbach was formerly associated with
Meridian Bank, Philadelphia, PA where she was employed in their Private
Banking Department. Ms. Wietlisbach is a graduate of The Pennsylvania
State University.
IN RECOGNITION OF THE RELIGIOUS AND MORAL POLICIES OF THE FUND, RITTENHOUSE
WILL NOT CHARGE A SUB-INVESTMENT ADVISORY FEE UNTIL SUCH TIME AS THE NET
ASSETS OF THE FUND REACH $100,000,000. THEREAFTER, AN ANNUAL FEE OF .25%
OF THE FUND'S AVERAGE DAILY NET ASSETS WILL BE CHARGED BY RITTENHOUSE ON
ASSETS IN EXCESS OF $100,000,000. THE FUND WILL HAVE NO RESPONSIBILITY TO
PAY ANY SUCH FEES TO RITTENHOUSE.
The Sub-Advisory Agreement with Rittenhouse authorizes it to select brokers
and dealers for the placing of brokerage orders.
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<PAGE>
=============================================================================
BROKERAGE ALLOCATION
=============================================================================
In placing brokerage orders, Rittenhouse will seek the best overall terms
available. In assessing the best overall terms available for any
transaction, Rittenhouse shall consider all factors that it deems relevant,
including the breadth of the market in the security, the price of the
security, the financial condition and execution capability of the broker or
dealer, and the reasonableness of the commission, if any, both for the
specific transaction and on a continuing basis. In evaluating the best
overall terms available, and in selecting the broker-dealer to execute a
particular transaction, Rittenhouse may also consider the brokerage and
research services (as those terms are defined in Section 28(e) of the
Securities Exchange Act of 1934) provided to the Fund and/or other accounts
over which Rittenhouse, or an affiliate of Rittenhouse, exercises
investment discretion. Rittenhouse is authorized to pay to a broker or
dealer who provides such brokerage and research services a commission for
executing a portfolio transaction for the Fund which is in excess of the
amount of commission another broker or dealer would have charged for
effecting that transaction if Rittenhouse determines, in good faith, that
such commission was reasonable in relation to the value of the brokerage
and research services provided by such broker or dealer -- viewed in terms of
that particular transaction or in terms of the overall responsibilities of
Rittenhouse to the Fund. To the extent that the purchase or sale of
securities or other investments of the same issuer may be deemed by
Rittenhouse to be suitable for two or more accounts managed by Rittenhouse,
the available securities or investments may be allocated in a manner
believed by Rittenhouse to be equitable to each account. It is recognized
that in some cases this procedure may adversely affect the price paid or
received by the Fund or the size of the position obtainable for or disposed
of by the Fund. Brokerage transactions may also be allocated in
recognition of sale of Fund shares.
=============================================================================
FUND SERVICE PROVIDERS
=============================================================================
The Fund could not function without the services provided by certain
companies. Some of these services and the providers are listed below.
INVESTMENT AND MANAGEMENT SERVICES
----------------------------------
POLESTAR MANAGEMENT COMPANY
RITTENHOUSE FINANCIAL SERVICES, INC.
As noted above, Polestar Management Company provides management and other
services to the Fund and Rittenhouse Financial Services, Inc. is
responsible for managing the investment and reinvestment of the Fund's
assets. For further information regarding investment and management
services, see "How the Fund is Managed" above and in the Statement of
Additional Information.
23
<PAGE>
CUSTODIAN
---------
FIRSTAR TRUST COMPANY
Firstar Trust Company holds the investments and other assets that the Fund
owns. The Custodian is responsible for receiving and paying for securities
purchased, delivering against payment securities sold, receiving and
collecting income from investments,making all payments covering expenses of
the Fund, and performing other administrative duties, all as directed by
persons authorized by the Fund. The Custodian does not exercise any
supervisory function in such matters as the purchase and sale of portfolio
securities, payment of dividends, or payment of expenses of the Fund.
Portfolio securities of the Fund are maintained in the custody of the
Custodian, and may be entered in the Federal Reserve Book Entry System, or
the security depository system of The Depository Trust Company.
TRANSFER, DIVIDEND DISBURSING
AND ACCOUNTING SERVICES AGENT
-----------------------------
FIRSTAR TRUST COMPANY
Firstar Trust Company provides transfer agency and dividend disbursing
services for the Fund. This means that its job is to maintain, accurately,
the account records of all shareholders in the Fund as well as to
administer the distribution of income earned as a result of investing in
the Fund. Firstar Trust Company also provides accounting services to the
Fund including portfolio accounting services, expense accrual and payment
services, valuation and financial reporting services, tax accounting
services and compliance control services.
=============================================================================
TAX IMPLICATIONS
=============================================================================
As with any investment, you should consider the tax implications of an
investment in the Fund. The following is only a short summary of the
important tax considerations generally affecting the Fund and its
shareholders. You should consult your tax adviser with specific reference
to your own tax situation.
FEDERAL TAXES. The Fund intends to qualify and maintain its qualification
as a "regulated investment company" under the Internal Revenue Code
(hereafter the "Code"), meaning that to the extent a fund's earnings are
passed on to shareholders as required by the Code, the Fund itself is not
required to pay federal income taxes on the earnings.
In order to so qualify, at least 90% of the investment company taxable
income of the
24
<PAGE>
Fund will be paid as dividends. Investment company taxable income includes
taxable interest and dividends. To the extent you receive such a dividend
based on either investment company taxable income or a distribution of the
excess of net short-term capital gain over net long-term capital loss, you
would treat that dividend or distribution as ordinary income in determining
your gross income for tax purposes, whether or not you received payment in
the form of cash or additional shares. Unless you are exempt from federal
income taxes, the dividends and short-term capital gain distributions you
receive from the Fund will be taxable to you as ordinary income. Gains on
the sales of securities held for 3 months or less shall not exceed 30% of
Fund income including capital gains as long as such sale is considered as a
disqualification under the Code.
Any distribution you receive of net long-term capital gain over net
short-term capital loss will be taxed as long-term capital gain no matter
how long you have held the Fund shares. If you hold shares for six months
or less, and during that time receive a distribution that is taxable as
long-term capital gain, any loss you might realize on the sale of those
shares will be treated as a long-term capital loss to the extent of the
distribution.
Before you purchase shares of The Noah Fund, you should consider the effect
of both dividends and capital gain distributions that are expected to be
declared or that have been declared but not yet paid. When a Fund makes
these payments, its share price will be reduced by the amount of the
payment, so that you will in effect have paid full price for the shares and
then received a portion of your price back as a taxable dividend
distribution.
The Fund will notify you annually as to the tax status of dividend and
capital gains distributions paid by the Fund. Such dividends and capital
gains may be subject to state and local taxes.
In the event a shareholder fails to furnish and certify a taxpayer
identification number, or the Internal Revenue Service notifies the Fund
that a shareholder's taxpayer identification number is incorrect, or that
withholding is otherwise required, the Fund will commence withholding on
such shareholder's account. Once withholding is established, all withheld
amounts will be paid to the Internal Revenue Service, from whom such
shareholder should seek any refund. If withholding is commenced with
respect to any shareholder account, the shareholder should consult with the
shareholder's attorney or tax adviser or contact the Internal Revenue
Service directly.
Any dividends declared by the Fund in October, November or December of a
particular year and payable to shareholders of record during those months
will be deemed to have been paid by the Fund and received by shareholders
on December 31st, of that year, as long as the dividends are actually paid
in January of the following year.
Fund shareholders may realize a taxable gain or loss when redeeming shares
of the
25
<PAGE>
Fund depending on the difference in the prices at which the shareholder
purchased and sold the shares.
STATE AND LOCAL TAXES GENERALLY. Because your state and local taxes may be
different than the federal taxes described above, you should see your tax
adviser regarding these taxes.
=============================================================================
MEASURING PERFORMANCE
=============================================================================
o Performance information provides you with a method of measuring and
monitoring your investments. The Fund may quote its performance in
advertisements or shareholder communications.
UNDERSTANDING PERFORMANCE MEASURES:
Total return for the Fund may be calculated on an average annual total
return basis or an aggregate total return basis. Average annual total
return reflects the average annual percentage change in value of an
investment over the measuring period. Aggregate total return reflects the
total percentage change in value of an investment over the measuring
period. Both measures assume the reinvestment of dividends and
distributions.
PERFORMANCE COMPARISONS:
Total return of The Noah Fund may be compared to those of mutual funds with
similar investment objectives and to bond, stock or other relevant indices
or to rankings prepared by independent services or other financial or
industry publications that monitor mutual fund performance.
=============================================================================
DISTRIBUTION FEE
=============================================================================
The Fund has adopted a distribution plan (the "Distribution Plan"),
pursuant to which the Fund may incur distribution expenses of up to .25%
per annum of the Fund's average daily net assets currently.
The Distribution Plan provides that the Fund may finance activities which
are primarily intended to result in the sale of the Fund's shares,
including but not limited to, advertising, printing of prospectuses and
reports for other than existing shareholders,
26
<PAGE>
preparation and distribution of advertising materials and sales literature,
and payments to dealers and shareholder servicing agents.
27
<PAGE>
PART B
<PAGE>
THE NOAH FUND
A Portfolio Of The Noah Investment Group, Inc.
----------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION
----------------------------------------------
----------------------------------------------
This Statement is not a prospectus but should be read in conjunction
with the current Prospectus, dated April __, 1996 of The Noah Fund.
To obtain a copy of the Prospectus, please call 1-800-626-NOAH.
Dated: _______________, 1996
<PAGE>
TABLE OF CONTENTS
PAGE
----
Investment Objective and Policies .........................
Management of the Fund ....................................
Directors and Officers of the Fund ........................
Principal Holders of Securities ...........................
Investment Management Services ............................
Sub-Advisor ...............................................
Distribution Plan .........................................
Special Investor Services .................................
Purchase and Redemption of Shares .........................
Taxes, Dividends and Capital Gains ........................
Auditor ...................................................
Financial Statements ......................................
Additional Performance Information for the Fund ...........
(i)
<PAGE>
INVESTMENT OBJECTIVE AND POLICIES
The investment objective, investment policies and investment
restrictions of The Noah Fund ("Fund") are described on pages __ through
__ of the Fund's Prospectus.
MANAGEMENT OF THE FUND
The Fund's Directors are responsible for the Fund's management, and
they have certain fiduciary duties and obligations to the Fund and its
shareholders under the laws of the State of Maryland and applicable
federal securities laws. The information provided below sets forth
biographical information regarding each Director. Directors who are
"interested persons" of the Fund, as that term is defined by Section
2(a)(10) of the Investment Company Act of 1940, are marked by an
asterisk.
DIRECTORS AND OFFICERS OF THE FUND
William L. Van Alen, Jr., Esq.* Mr. Van Alen is an attorney and has been
Director, President and engaged in the private practice of law since
Treasurer 1970. He is President and a Director of
975 Delchester Road Polestar Management Company, the Fund's
Newtown Square, PA 19073 investment manager. He is also President of
Age 63 Cornerstone Entertainment, Inc., a company
engaged in the film and entertainment
industry.
James L. Van Alen, II* Mr. Van Alen, brother of William L. Van Alen,
Director Jr., is now and has been since 1981, Vice
Indian River Farm President of the stockbrokerage firm
Plumsock Road Janney, Montgomery, Scott, Philadelphia, PA.
Newtown Square, PA 19073
Age 61
George R. Jensen, Jr. Mr. Jensen is the founder, Chairman and
Director Chief Executive Officer of USA Entertainment
1017 Newtown Road Network, Inc., a company which markets
Devon, PA 19333 vending machines activated by credit
Age 47 cards. Previously, Mr. Jensen was the
founder, and until recently, was the
Chairman and Chief Executive Officer of
American Film Technologies, Inc. (AFT). He
had been Chairman and a Director of AFT since
its inception in 1985. AFT is a publicly
owned company which dominates the industry
in the colorization of black and white films.
From 1979 to 1985 Mr. Jensen was President
and Chief Executive Officer of International
Film Productions, Inc.
2
<PAGE>
Christina Jaumotte DeGalavis Mrs. DeGalavis has engaged in
Director private practice as a psychologist
Village of Golf for the past ten years,
Del Ray, FL 33436 specializing in marital counseling.
Age 48 She has also been actively engaged
in a number of socially beneficial
programs. During 1992-93, she
served as President of the Girl
Scouts of Venezuela. As an
Official of the Venezuelan Ministry
of Health, she instituted a program
to improve the condition of medical
institution patients nationwide.
She started the first center for
the treatment of addicted teens in
Venezuela. As Director of prison
conditions in Venezuela, she
initiated a program to improve the
condition of prison inmates and as
Special Advisor/Assistant to the
First Lady of Venezuela, she
coordinated a project for the
operation of a "Head-Start" type
day care program for socially
disadvantaged children. She has
also been active in the raising of
funds for organizations devoted to
caring for orphans and abandoned
children both in Venezuela and in
Austria.
Christian G. Kling* Mr. Kling was employed as a Senior Vice
Executive Vice Director, President--Investments with the
President & Secretary stock brokerage firm Paine Webber, Inc. from
300 Coconut Row 1984 to 1994. He is a director, vice
Palm Beach, FL 33480 president and secretary of Polestar
Age 57 Management Company. Mr. Kling is a graduate
of the University of Pennsylvania and holds a
Master's degree in finance from Columbia
University and a Ph.D from the University
of Michigan.
Roger J. Knake Formerly Senior Systems Analyst with
Director E.I. duPont. He is currently, and has
615 Mountain View Road been for the last six years, President and
Berwyn, PA 19312 Chief Executive Officer, XITEL, Inc., a
Age 55 communications company engaged in the
development and marketing of electronic
mail software.
* INTERESTED PERSONS
3
<PAGE>
Messrs. William L. Van Alen, Jr. and Christian G. Kling are
interested persons by virtue of being Fund officers and directors of The
Noah Investment Group, Inc. and officers and directors of Polestar
Management Company. Mr. James L. Van Alen is a brother and member of
the "immediate family" (as defined in Section 2(a)(10) of the Investment
Company Act of 1940) of Mr. William L. Van Alen and is an affiliated
person of a brokerage firm.
REMUNERATION OF DIRECTORS AND OFFICERS
No Director or Officer of the Fund will receive any compensation for
acting as such. In the future, the non-interested Fund Directors may
receive a fee for each Board of Directors' meeting or Committee meeting
attended, plus expenses.
PRINCIPAL HOLDERS OF SECURITIES
At the close of business on March 31, 1996, no person was known by the
Fund to be the beneficial owner of more than 5% of the Fund's outstanding
shares other than Polestar Management Company.
INVESTMENT MANAGEMENT SERVICES
Polestar Management Company (hereafter sometimes "Polestar
Management"), a Maryland corporation, has its principal office at 975
Delchester Road, Newtown Square, PA 19073. Polestar Management does not
serve as investment adviser to any other investment company.
The Management Agreement whereby Polestar Management provides
management services to the Fund was initially approved by a majority of
The Noah Investment Group's Board of Directors including a majority of
those Directors who are not "interested persons" at a meeting held on
March 26, 1996 called for the purpose of voting on such Agreement.
The Fund's then sole shareholder approved the Agreement at a special
shareholders' meeting held on March 26, 1996. The Agreement will
continue in effect until March 1, 1998 and thereafter for successive
annual periods provided that such continuance is specifically approved
at least annually by (a) The Noah Investment Group's Board of Directors,
or (b) the vote of a majority of the Fund's outstanding voting shares;
provided that, in either event, the continuance is also approved by a
majority of those Directors who are not parties to the Agreement or
interested persons of any such party, cast in person at a meeting called
for the purpose of voting on such approval. The Management Agreement
may be terminated at any time, without penalty, on sixty days' prior
written notice, by the vote of a majority of the Fund's outstanding
voting shares or by the vote of a majority of The Noah Investment
Group's Board of Directors or by Polestar Management, and will terminate
automatically in the event of its assignment.
4
<PAGE>
The directors and principal executive officers of Polestar
Management are: Messrs. William L. Van Alen, Jr., President, Treasurer
and a director and Christian G. Kling, Vice President, Secretary and a
director. Messrs. William L. Van Alen, Jr. and Christian G. Kling each
own, respectively, 50% of the outstanding voting securities of Polestar
Management.
Polestar Management furnishes, at no cost, the services of those of
Polestar Management's officers who may be duly elected executive
officers or directors of The Noah Investment Group.
The Noah Investment Group shall pay on behalf of and from the assets
of the Fund the following costs and expenses: the cost of determining
the net asset value of the Fund's shares, the costs incurred in
connection with sales and redemptions of its shares and all of its other
administrative and operational costs including, without limitation,
transfer and dividend disbursing and other agency fees; custodian fees;
rent; auditing and legal fees; fees for the preparation, printing and
distribution of prospectuses, proxy statements, stockholder reports and
notices; supplies and postage; federal and state registration and
reporting fees; applicable taxes; the fees and expenses of
non-interested Directors and interest and brokerage commissions and
other fees and expenses of every kind not expressly assumed by Polestar
Management.
Polestar Management has agreed that if, in any fiscal year, the
shares of the Fund shall be qualified for sale in any jurisdiction, the
applicable statutes or regulations of which expressly limit the amount
of the Fund's total annual expenses, Polestar Management shall reduce
its annual management fee to the extent that the Fund's total annual
expenses as a percentage of average net assets (other than brokerage
commissions and other capital items, interest, taxes, extraordinary
items and other excludable items, charges, costs and expenses) exceed
the percentage limitations imposed on the Fund by the most stringent
regulations of any such jurisdiction, so long as the Fund remains so
qualified in such jurisdiction. California presently limits expenses to
2-1/2% of the first $30 million of the average net assets of the Fund,
2% of the next $70 million and 1-1/2% of all in excess of $100 million.
Because the Fund does not charge a sales charge at the time Fund shares
are purchased, California law permits the amount of the distribution fee
payable by the Fund (see "Distribution Plan," page 5) to be excluded
from total annual expenses.
SUB-ADVISOR
Rittenhouse Financial Services, Inc. ("Rittenhouse") is a
registered investment adviser founded in 1979. It serves as sub-advisor
to the Fund pursuant to a Sub-Advisory Agreement dated April __, 1996
("Rittenhouse Sub-Advisory Agreement") between Polestar Management
and Rittenhouse. The Rittenhouse Sub-Advisory Agreement was approved
by a majority of The Noah Investment Group's
5
<PAGE>
Board of Directors including by a majority of The Noah Investment
Group's non-interested Directors at a directors' meeting specifically
called for the purpose of voting on the Agreement and by the Fund's sole
shareholder at a meeting called for that purpose on March 26, 1996.
Rittenhouse has agreed to: (i) supervise and direct the investment
of the Fund's assets in accordance with applicable law and the Fund's
investment objectives, policies and restrictions, and subject to any
further limitations The Noah Investment Group may impose, from time to
time, by written notice to Polestar Management provided that Polestar
Management shall have informed Rittenhouse, in writing, of such further
limitations; (ii) formulate and implement a continuing investment
program for managing the assets and resources of the Fund, which
Rittenhouse shall amend and update, from time to time, to reflect
changes in financial and economic conditions; (iii) make all
determinations with respect to the investment of the Fund's assets and
the purchase and sale of portfolio securities and shall take such steps
as may be necessary to implement the same, including advising Polestar
Management and the Board of Directors as to certain actions taken
involving the Fund's portfolio securities that are not in the nature of
investment decisions; (iv) furnish Polestar Management and the Board of
Directors of The Noah Investment Group, periodically and as otherwise
requested, with reports of Rittenhouse's economic outlook and investment
strategy, as well as the Fund's portfolio activity and investment
performance; and (v) select the broker-dealers and place orders for the
execution of portfolio transactions for the Fund with such
broker-dealers.
Rittenhouse shall furnish The Noah Investment Group's Board of
Directors with schedules of the securities in the Fund's portfolio on a
quarterly basis. At the Board's request, and otherwise when Rittenhouse
deems it appropriate, it will prepare and provide the Board with
schedules of securities and statistical data regarding the activity and
positions in the Fund's portfolio.
The Fund will have no obligation to pay Rittenhouse's fees or the
fees of any other sub-advisor rendering sub-advisory services to any
Fund series. Polestar Management will be solely responsible for the
payment of any such sub-advisory fees.
DISTRIBUTION PLAN
The Noah Investment Group has adopted a distribution plan for the
Fund (the "Distribution Plan"), pursuant to which the Fund may incur
distribution expenses of up to .25% per annum of the Fund's average
daily net assets.
The Distribution Plan was approved by the Board of Directors of The
Noah Investment Group, including by all of the Rule 12b-1 Directors
("Rule 12b-1 Directors") are those directors who are not "interested
persons" of The Noah Investment Group
6
<PAGE>
and who have no direct or indirect financial interest in the
Distribution Plan or any related agreement), at a meeting held on
March 26, 1996 and by the vote of the Fund's sole shareholder at a
meeting held on March 26, 1996. The Distribution Plan has been approved
for a term ending March 1, 1997, unless earlier terminated by a vote of a
majority of the Rule 12b-1 Directors, or by vote of a majority of the
Fund's outstanding shares.
The Distribution Plan provides that the Fund may finance activities
which are primarily intended to result in the sale of the Fund's shares,
including but not limited to, advertising, printing and mailing of
prospectuses and reports for other than existing shareholders, printing
and distribution of sales literature, and the compensation of persons
primarily engaged in the sale and marketing of the Fund's shares.
In approving the Distribution Plan, in accordance with the
requirements of Rule 12b-1 under the Investment Company Act of 1940, the
Directors considered various factors and determined that there is a
reasonable likelihood that the Distribution Plan will benefit the Fund
and its shareholders.
The Distribution Plan may not be amended to increase materially the
amount to be spent by the Fund under the Distribution Plan without
shareholder approval, and all material amendments to the provisions of
the Distribution Plan must be approved by a vote of the Board of
Directors, including a majority of the Rule 12b-1 Directors, cast at a
meeting called for the purpose of such a vote. During the continuance
of the Distribution Plan, the Board of Directors of The Noah Investment
Group will receive quarterly, and in writing, the amounts and purposes
of the distribution payments. Further, during the term of the
Distribution Plan, the selection and nomination of those Directors who
are not interested persons of The Noah Investment Group must be and has
been committed to the discretion of the Rule 12b-1 Directors.
REDEMPTION IN KIND
A Notification under Rule 18f-1 under the Investment Company Act has
been filed on behalf of the Fund, pursuant to which it has undertaken to
pay in cash all requests for redemption by any shareholder of record,
limited in amount with respect to each shareholder during any 90-day
period to the lesser amount of (i) $250,000, or (ii) 1% of the net asset
value of the Fund at the beginning of such election period. It is
intended to also pay redemption proceeds in excess of such lesser amount
in cash, but the right is reserved to pay such excess amount in kind, if
it is deemed to be in the best interests of the Fund to do so. In
making a redemption in kind, the right is reserved to select from the
portfolio holding a number of shares which will reflect the portfolio
make-up and the value of which will approximate, as closely as possible,
the value of the Fund shares being redeemed, or to select from one or
more portfolio investments, shares equal in value to the total value of
the Fund shares being redeemed: any shortfall will be made up in cash.
7
<PAGE>
Investors receiving an in-kind distribution are advised that they
will likely incur a brokerage charge on the disposition of such
securities through a broker. The values of portfolio securities
distributed in kind will be the values used for the purpose of
calculating the per share net asset value used in valuing the Fund
shares tendered for redemption.
SPECIAL INVESTOR SERVICES
A shareholder may make arrangements for an Automatic Investing Plan
(i.e., automatic monthly payments from the shareholder's bank account)
by calling the Fund at 1-800-626-NOAH and requesting an application.
The Automatic Investing Plan may be changed or canceled at any time upon
receipt by the Fund's Transfer Agent of written instructions or an
amended application from the shareholder with signatures guaranteed.
Since the Fund's shares are subject to fluctuations in both income
and market value, an investor contemplating making periodic investments
in shares of the Fund should consider his financial ability to continue
such investments through periods of low price levels, and should
understand that such a program cannot protect him against loss of value
in a declining market.
INDIVIDUAL RETIREMENT ACCOUNTS (IRAS)
In general, an IRA provides certain tax advantages for participants.
Under an IRA plan, a participant's periodic contributions and all
dividends and capital gains distributions will be invested in shares of
the Fund.
An individual may establish and make contributions of up to $2,000
per year to his or her own IRA or may roll over moneys from other tax
qualified plans. An individual wishing to make an IRA investment,
should consult with his or her own tax adviser before doing so.
Investors may wish to call the Transfer Agent at 1-800-________ for
information and instructions.
SYSTEMATIC WITHDRAWAL PLAN
Investors owning Fund shares having a minimum value of $10,000 may
adopt a systematic withdrawal plan. Withdrawal payments to the investor
may be made on a monthly, quarterly, semi-annual or annual basis and
must be in a minimum amount of $500.
Shares are redeemed to make the requested payment on the day of
the shareholder's choosing each month in which a withdrawal is to be
made and payments are mailed within five business days following the
redemption. The redemption of shares, in order to make payments under
this plan, will reduce and may eventually exhaust the account. Each
redemption of shares may result in a gain or loss, which the investor
must report on his income tax return. Consequently, the investor should
keep an accurate record of any gain or loss on each withdrawal.
8
<PAGE>
PURCHASE AND REDEMPTION OF SHARES
Information relating to the procedure for the purchase and
redemption of the Fund's shares at net asset value is contained on pages
____ through ____ of the Fund's Prospectus.
A description of the procedure for the determination of the net
asset value of the Fund's shares is contained on page ____ of the Fund's
Prospectus.
TAXES, DIVIDENDS AND CAPITAL GAINS
It is the intention to qualify the Fund as a "regulated investment
company" under Subchapter M of the Internal Revenue Code of 1986, as
amended. In order to qualify, at least 90% of gross income must be
derived from dividends, interest and gains from the sale of securities.
The term "regulated investment company" does not imply the
supervision of the investment practices or policies of the Fund by any
government agency.
Qualification as a "regulated investment company" relieves the Fund
from any liability for Federal income taxes to the extent its net
investment income and capital gains are distributed.
The Fund does not intend to make distributions of profits realized
on the sale of securities unless available capital loss carryovers, if
any, have been utilized or have expired.
Any dividend or capital gains distribution paid shortly after an
investor's purchase may have the effect of reducing the net asset value
of his shares below the cost of his investment. Such a dividend or
distribution would be a return of capital in an economic sense although
taxable.
AUDITOR
Arthur Andersen LLP will serve as the Fund's independent public
accountants and will audit the Fund's financial statements.
FINANCIAL STATEMENTS
THE NOAH INVESTMENT GROUP, INC.
Statement of Assets and Liabilities
April 1, 1996
The Noah
Fund
--------
ASSETS
Cash ................................................ $100,000
Unamortized organizational costs .................... 14,000
--------
Total Assets .................................... 114,000
--------
LIABILITIES
Payable to Adviser .................................. 14,000
--------
Total Liabilities ............................... 14,000
NET ASSETS .......................................... $100,000
========
Capital Stock, $0.001 par value; 250,000,000 shares
authorized; 10,000 shares outstanding $100,000
========
Offering and redemption price/net asset value per
share (based on 10,000 shares of capital stock
issued and outstanding) ............................. $10.00
========
The accompanying notes to financial statement are an integral part
of this statement.
NOTES TO FINANCIAL STATEMENT
1. The Noah Investment Group, Inc., an open-end, diversified, management
investment company of the series type, was incorporated under the laws of
the state of Maryland on December 16, 1992 and consists solely of The
Noah Fund (the "Fund"). The Noah Investment Group is authorized to issue
500,000,000 shares of common capital stock of which the Board of Directors
has authorized the Fund to issue 250,000,000. The Fund's investment
objective is to seek capital appreciation consistent with the preservation
of capital, as adjusted for inflation, and current income. The Noah
Investment Group, Inc. has had no operations to date other than those
relating to organizational matters and the sale of 10,000 shares of
its common stock to its original stockholders, William L. Van Alen, Jr.
and Christian G. Kling, who are directors and officers of both the Fund
and Polestar Management Company (the "Manager").
2. The Noah Investment Group, Inc. has an agreement with Polestar Management
Company (the "Manager"), with whom certain officers and directors of
the Fund are affiliated, to furnish management services to the Fund.
Under the terms of this agreement, the Fund will pay the Manager a
monthly fee based on the Fund's average daily net assets at the annual
rate of 1.00%.
Under the management agreement, if the aggregate annual operating expenses
(excluding interest, taxes, brokerage commissions and other costs incurred
in connection with the purchase or sale of portfolio securities, and
extraordinary items) exceed the lowest limitations imposed by state
securities administrators, the Adviser will reimburse the Fund for the
amount of such excess.
3. The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities
at the date of the financial statements. Actual results could differ
from those estimates.
4. Organizational costs are being deferred and amortized over the period
of benefit, but not to exceed sixty months from the Fund's commencement
of operations. These costs were advanced by the Adviser and will be
reimbursed by the Fund. The proceeds of any redemption of the initial
shares by the original stockholder or any transferee will be reduced
by a pro-rata portion of any then unamortized organizational expenses
in the same proportion as the number of initial shares being redeemed
bears to the number of initial shares outstanding at the time of such
redemption.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholder and Board of Directors
of The Noah Investment Group, Inc.:
We have audited the statement of assets and liabilities of The Noah Fund
(the "Fund"), a portfolio of The Noah Investment Group, Inc., (a Maryland
corporation) as of April 1, 1996. This financial statement is the
responsibility of the Fund's management. Our responsibility is to express
an opinion on this financial statement based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statement is free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statement.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the statement of assets and liabilities referred to above
presents fairly, in all material respects, the net assets of the Fund as of
April 1, 1996, in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
April 1, 1996.
9
<PAGE>
ADDITIONAL PERFORMANCE INFORMATION FOR THE FUND
Total investment return is one recognized method of measuring mutual
fund investment performance. The Fund's average annual total return is
the rate of growth of the Fund that would be necessary to achieve the
ending value of an investment kept in the Fund for the period specified.
This method of calculating total return is based on the following
assumptions: (1) all dividends and distributions by the Fund are
reinvested in shares of the Fund at net asset value; and (2) all
recurring fees are included for applicable periods.
The performance of the Fund may be compared with the S&P 500 Index,
an unmanaged index of 500 industrial, transportation, utility, and
financial companies, widely regarded as representative of the equity
market in general, but which does not ordinarily include all companies
in which the Fund may invest and the NASDAQ Composite Index, an
unmanaged index of the price of all domestic companies' common stocks
quoted on the NASDAQ system, which may include companies in which the
Fund invests. Unlike the returns of the Fund, the returns of the
indices do not include the effect of paying the brokerage and other
transaction costs that investors normally incur when investing directly
in the stocks in those indices. The Fund's performance reflects actual
investment experience, net of all operating expenses, which are paid
from the Fund's gross investment income.
From time to time, in reports and promotional literature the Fund's
total return performance may be compared to: (1) the Dow Jones
Industrial Average so that you may compare that Fund's results with
those of a group of unmanaged securities widely regarded by investors as
representative of the U.S. stock market in general; (2) other groups of
mutual funds tracked by: (A) Lipper Analytical Services, Inc.; Value
Line Mutual Fund Survey, and Morningstar Mutual Funds, each of which is
a widely-used independent research firm which ranks mutual funds by,
among other things, overall performance, investment objectives, and
asset size; (B) Forbes Magazine's Annual Mutual Funds Survey and Mutual
Fund Honor Roll; or (C) other financial or business publications, such
as The Wall Street Journal, Investors Business Daily, New York Times,
Money Magazine, and Barron's, which provide similar information; (3)
indices of stocks comparable to those in which the Fund invests; (4) the
Consumer Price Index (measure for inflation) may be used to assess the
real rate of return from an investment in the Fund; and (5) other
government statistics such as GNP, may be used to illustrate investment
attributes of the Fund or the general economic, business, investment, or
financial environment in which the Fund operates.
In addition, the performance of the Fund may be compared to the Russell
2000 Index, the Wilshire 5000 Equity Index, and returns quoted by Ibbotson
Associates. The Russell 2000 Index is a capitalization weighted index which
measures total return (and includes in such calculation dividend income and
price appreciation). The Russell 2000 is generally regarded as a measure of
small capitalization performance. The
10
<PAGE>
Wilshire 5000 Equity Index is a broad measure of market performance and
represents the total dollar value of all common stocks in the United States
for which daily pricing information is available. This index is
capitalization weighted and measures total return. The small company stock
returns quoted by Ibbotson Associates are based upon the smallest quintile
of the NYSE, as well as similar capitalization stocks on the American Stock
Exchange and NASDAQ. This data base is also unmanaged and capitalization
weighted.
The total returns for all indices used show the changes in prices for
the stocks in each index. The performance data for the S&P 500 Index, the
Russell 2000 Index, the Wilshire 5000 Equity Index and Ibbotson Associates
also assumes reinvestment of all dividends paid by the stocks in each data
base, while the NASDAQ Corporate Index does not assume the reinvestment of
all dividends and capital gains. Tax consequences are not included in such
illustration, nor are brokerage or other fees or expenses of investing
reflected.
SHAREHOLDER MEETINGS
Shareholder meetings will not be held unless required by Federal or
State law. However, the directors of The Noah Investment Group, Inc. will
promptly call a meeting of shareholders for the purpose of acting upon
questions of removal of a director or directors, when requested in writing
to do so by the record holders of not less than 10% of the outstanding
shares.
11
<PAGE>
PART C
------
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
---------------------------------
(a) Financial Statements
--------------------
In Prospectus
-------------
None
In Statement of Additional Information
--------------------------------------
Balance Sheet dated April 1, 1996 and Notes
(b) Exhibits Exhibit No.
-------- -----------
(1) Copies of the Certificate of
Incorporation as now in effect;
Articles of Amendment and 1
Restatement of Charter, as amended
(2) Copies of the existing By-Laws
or instruments corresponding
thereto;
Copy of By-Laws, 2
as amended
(3) Copies of any voting Trust None
Agreement with respect to
more than 5% of any class
of equity securities of the
Registrant.
<PAGE>
(4) Specimens of copies of each None
security issued by the
Registrant, including copies
of all constituent instruments,
defining the rights of the
holders of such securities and
copies of each security being
registered;
(5) Copies of all investment
advisory contracts relating to
the management of the Assets
of the Registrant;
Investment Management Agreement 5(a)
between The Noah Investment Group,
Inc. with respect to The Noah Fund
and Polestar Management Company.
Subadvisory Agreement between 5(b)
Polestar Management Company and
Rittenhouse Financial Services, Inc.
(6) Copies of each underwriting or None
distribution contract between
the Registrant and a principal
underwriter, and specimens of
copies of all agreements between
principal underwriters and dealers.
(7) Copies of all bonus, profit None
sharing, pension or other similar
arrangements wholly or partly for
the benefit of Directors or
Officers of the Registrant in
their capacity as such; any such
plan that is not set forth in a
formal document, furnish a
reasonably detailed description thereof.
(8) Copies of all custodian
agreements and depository
contracts under section 17(f)
of the 1940 Act with respect
<PAGE>
to securities and similar
investments;
Form of Custodian Agreement **
between The Noah Investment
Group Inc. and Firstar Trust
Company.
(9) Copies of all material contracts
not made in the ordinary course
of business which are to be
performed in whole or in part at
or after the date of the filing of
the Registration Statement;
(a) Copy of Transfer Agency **
Agreement between The Noah
Investment Group, Inc. and
Firstar Trust Company.
(b) Copy of Fund Accounting **
Servicing Agreement between
The Noah Investment Group,
Inc. and Firstar Trust Company.
(10) An opinion and consent of counsel
as to the legality of the securities
being registered, indicating whether
they will, when sold, be legally
issued, fully paid and non-assessable;
Opinion of Martin V. Miller, Fund
counsel. 10
(11) Copies of any other opinions,
appraisals or rulings and consents
to use thereof relied on in the
preparation of this Registration
Statement and required by Section 7
of the 1933 Act.
Consent of Independent Public
Accountants. 11
(12) All financial statements None
omitted from Item 23;
<PAGE>
(13) Copies of any agreements or None
understandings made in
consideration for providing the
initial capital between and among
the Registrant, the Underwriter,
adviser, promoter, or initial
stockholders that their purchases
were made for investment purposes
without any present intention of
redeeming or reselling.
(14) Copies of model plan used in the
establishment of any retirement plan
in conjunction with which Registrant
offers its securities, any instructions
thereto, and any other documents making
up the model plan. Such form(s) should
disclose the costs and fees charged in
connection therewith.
IRA Custodian Account, Disclosure *
Statement and Support documents.
(15) Copies of any plan entered into
by Registrant pursuant to Rule 12b-1
under the 1940 Act, which describes
all material aspects of the
financing of distribution of
Registrant's shares, and any
agreements with any person
relating to implementation of such
Plan.
Plan of Distribution adopted **
by The Noah Investment Group, Inc.
Agreement Pursuant to Plan of **
Distribution between The Noah
Investment Group, Inc. with respect
to The Noah Fund, Inc. and Polestar
Management Company.
(16) Schedule for computation
of each performance quotation
provided in the Registration
<PAGE>
Statement in response to Item 22
(which need not be audited)
Computation of a $1,000 16
Hypothetical Investment in
the Fund, as set forth in
Prospectus Fee Table.
*: Included with initial filing made on October 1, 1993.
**: Included with Pre-Effective Amendment No. 1 filed on September 20, 1995.
Item 25. Persons Controlled by or Under Common Control With Registrant
-------------------------------------------------------------
See Caption "Principal Holders of Securities" in the Statement of
Additional Information
Item 26. Number of Holders of Securities
-------------------------------
(a) Title of Class
--------------
Common Capital Stock, $.001 par value
(b) Number of Record Holders
------------------------
2
Item 27. Indemnification
---------------
(a) General. The Articles of Amendment and Restatement of
Charter (the "Articles") of the Corporation provide that to
the fullest extent permitted by Maryland and federal
statutory and decisional law, as amended or interpreted, no
director or officer of this Corporation shall be personally
liable to the Corporation or the holders of Shares for money
damages for breach of fiduciary duty as a director and each
director and officer shall be indemnified by the
Corporation; provided, however, that nothing herein shall be
deemed to protect any director or officer of the Corporation
against any liability to the Corporation or the holders of
Shares to which such director or officer would otherwise be
subject by reason of breach of the director's or officer's
duty of loyalty to the Corporation or its stockholders, for
acts or omissions not in good faith or which involved
intentional misconduct or a knowing violation of law or for
any transaction from which the director derived any improper
personal benefit.
<PAGE>
The By-Laws of the Corporation provide that the Corporation
shall indemnify any individual who is a present or former
director or officer of the Corporation and who, by reason of
his or her position was, is or is threatened to be made a
party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative (hereinafter collectively referred to as a
"Proceeding") against judgments, penalties, fines,
settlements and reasonable expenses actually incurred by
such director or officer in connection with such Proceeding,
to the fullest extent that such indemnification may be
lawful under Maryland law.
(b) Disabling Conduct. The By-Laws provide that nothing therein
shall be deemed to protect any director or officer against
any liability to the Corporation or its shareholders to
which such director or officer would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct
of his or her office (such conduct hereinafter referred to
as "Disabling Conduct").
The By-Laws provide that no indemnification of a director or
officer may be made unless: (1) there is a final decision on
the merits by a court or other body before whom the
Proceeding was brought that the director or officer to be
indemnified was not liable by reason of Disabling Conduct;
or (2) in the absence of such a decision, there is a
reasonable determination, based upon a review of the facts,
that the director or officer to be indemnified was not
liable by reason of Disabling Conduct, which determination
shall be made by: (i) the vote of a majority of a quorum of
directors who are neither "interested persons" of the
Corporation as defined in Section 2(a)(19) of the Investment
Company Act of 1940, nor parties to the Proceeding; or (ii)
an independent legal counsel in a written opinion.
(c) Standard of Conduct. Under Maryland law, the Corporation may
not indemnify any director if it is proved that: (1) the act
or omission of the director was material to the cause of
action adjudicated in the Proceeding and (i) was committed
in bad faith or (ii) was the result of active and deliberate
dishonesty; or (2) the director actually received an
improper personal benefit; or (3) in the case of a criminal
proceeding, the director had reasonable cause to believe
that the act or omission was unlawful. No indemnification
may be made under Maryland law unless authorized for a
specific proceeding after a determination has been made, in
accordance with Maryland law, that indemnification is
permissible in the circumstances because the requisite
standard of conduct has been
<PAGE>
met.
(d) Required Indemnification. Maryland law requires that a
director or officer who is successful, on the merits or
otherwise, in the defense of any Proceeding shall be
indemnified against reasonable expenses incurred by the
director or officer in connection with the Proceeding. In
addition, under Maryland law, a court of appropriate
jurisdiction may order indemnification under certain
circumstances.
(e) Advance Payment. The By-Laws provide that the Corporation
may pay any reasonable expenses so incurred by any director
or officer in defending a Proceeding in advance of the final
disposition thereof to the fullest extent permissible under
Maryland law. In accordance with the By-Laws, such advance
payment of expenses shall be made only upon the undertaking
by such director or officer to repay the advance unless it
is ultimately determined that such director or officer is
entitled to indemnification, and only if one of the
following conditions is met: (1) the director or officer to
be indemnified provides a security for his undertaking; (2)
the Corporation shall be insured against losses arising by
reason of any lawful advances; or (3) there is a
determination, based on a review of readily available facts,
that there is reason to believe that the director or officer
to be indemnified ultimately will be entitled to
indemnification, which determination shall be made by: (i) a
majority of a quorum of directors who are neither
"interested persons" of the Corporation, as defined in
Section 2(a)(19) of the Investment Company Act of 1940, nor
parties to the Proceeding; or (ii) an independent legal
counsel in a written opinion.
(f) Insurance. The By-Laws provide that, to the fullest extent
permitted by Maryland law and Section 17(h) of the
Investment Company Act of 1940, the Corporation may purchase
and maintain insurance on behalf of any officer or director
of the Corporation, against any liability asserted against
him or her and incurred by him or her in and arising out of
his or her position, whether or not the Corporation would
have the power to indemnify him or her against such
liability.
Item 28. Business and Other Connections of Investment Adviser
----------------------------------------------------
None
Item 29. Principal Underwriter
---------------------
The Fund does not have a principal underwriter
<PAGE>
Item 30. Location of Accounts and Records
--------------------------------
The books and records of the Fund, other than the accounting and
transfer agency (including dividend disbursing) records, are
maintained by the Fund at 975 Delchester Road, Newtown Square, PA
19073; the Fund's accounting and transfer agency records are
maintained at Firstar Trust Company, 615 E. Michigan Street,
Milwaukee, WI 53202-5207.
Item 31. Management Services
-------------------
There are no management service contracts not described in Part A
or Part B of Form N-1A.
Item 32. Undertakings
------------
Registrant agrees:
(i) that the Directors of The Noah Investment Group, Inc. will
promptly call a meeting of shareholders for the purpose of
acting upon questions of removal of a director or directors,
when requested in writing to do so by the record holders of
not less than 10% of the outstanding shares, and
(ii) to file a post-effective amendment using financial
statements which need not be certified within 4 to 6 months
from the effective date of Registrant's 1933 Act
Registration Statement.
ARTICLES OF AMENDMENT
AND
RESTATEMENT OF CHARTER
OF
LB2 VACK, INC.
Under Section 2-609 Of The
Maryland General Corporation Law
1. LB2 Vack, Inc. desires to amend its Articles of Incorporation, as
currently in effect.
2. The amendments to the Articles of Incorporation were approved by
a majority of the entire Board of Directors and no stock entitled to be
voted on the matter was outstanding or subscribed for at the time of
approval.
3. The total number of shares of all classes that the Corporation
had authority to issue before the amendment was one hundred thousand
(100,000) shares of ten cent ($.10) par value common capital stock, of
the aggregate par value of one hundred dollars ($100.00) and the total
number of shares of stock of all classes that the Corporation will have
authority to issue due to the amendment will be five hundred million
(500,000,000) shares of one-tenth of a cent ($.001) par value common
capital stock, of the aggregate par value of five hundred thousand
dollars ($500,000).
4. The Directors are authorized to establish one or more classes of
shares. As to each class so created, all consideration received by the
Corporation for the issue or sale of shares of such class together with
all assets in which said consideration is invested belong to such class;
the assets belonging to each class will be charged with the liabilities
belonging to that class and the class' proportionate share of
liabilities chargeable to all classes; dividends and distributions
belonging to a particular class will be paid to that class; shares of a
particular class will represent an equal and proportionate interest in
the assets belonging to that class, and on liquidation of a class, the
shareholders of that class shall be entitled to reserve the excess of
the assets of the class over the liabilities of the class. Each class
shall have voting rights with respect to matters only affecting that
class and with respect to all matters not affecting a particular class.
The text of the Articles of Incorporation is hereby amended as
follows:
ARTICLE I
The name of the corporation (hereinafter called the "Corporation")
is The Polestar Investment Group, Inc.
ARTICLE II
Purposes
The purposes for which the Corporation is formed are as follows: (a)
To engage in, operate and carry on business as an open-end investment
company of the management type registered as such with the Securities
and Exchange Commission
<PAGE>
pursuant to the Investment Company Act of 1940, as amended (the
"1940 Act," such term to include the rules and regulations promulgated
under the 1940 Act, unless otherwise specified or the context otherwise
requires); (b) To engage in any other lawful activity, whether related
or unrelated to the Corporation's business as an investment company,
which the Board of Directors considers to be conducive to, expedient for
or consistent with the interests, benefit or protection of the
Corporation and its shareholders; and (c) To exercise and generally to
enjoy all of the powers, rights and privileges granted to, or conferred
upon, corporations by the General Laws of the State of Maryland now or
hereinafter in force.
ARTICLE III
Address in Maryland
The post office address of the principal office of the Corporation
in the State of Maryland is c/o Corporation Trust, Inc., 32 South
Street, Baltimore, Maryland 21201. The name of the Corporation's
resident agent is Corporation Trust, Inc., Maryland and its post office
address is 32 South Street, Baltimore, Maryland 21201. Said resident
agent is a corporation of the State of Maryland.
ARTICLE IV
Stock
Section 1.(a) The Corporation has authority to issue five hundred
million (500,000,000) shares of stock of the par value of $.001 each
("Shares") having an aggregate par value of $500,000.
The Board of Directors shall have power and authority (i) to
establish one or more classes of Shares, (ii) to increase or decrease
the aggregate number of Shares of all classes, or the aggregate number
of Shares of any class that the Corporation has authority to issue, and
(iii) to classify or reclassify any unissued Shares, from time to time,
by setting or changing the preferences, conversion or other rights,
voting powers, restrictions, limitations as to dividends,
qualifications, or terms or conditions of redemption of such unissued
Shares. The establishment of any class of Shares shall be effective
upon (i) the taking of action by the Board of Directors to authorize the
issuance of Shares of such class, which action shall (A) designate such
class, (B) authorize the number of Shares initially comprising such
class, and (C) set the preferences, conversion or other rights, voting
powers, restrictions, limitations as to dividends, qualifications and
terms or conditions of redemption of Shares of such class, and (ii) the
filing for record with the Maryland State Department of Assessments and
Taxation of the articles supplementary or other Charter document, if
any, required by the Maryland General Corporation Law. If at any time
there are no outstanding Shares of a class previously established
pursuant to or as provided in this Section 1, that class may be
eliminated by (i) the taking of action by the Board of Directors to
eliminate such class, and (ii) the filing for record with the Maryland
State Department of Assessments and Taxation of the articles
supplementary or other Charter document, if any, required by the
Maryland General Corporation Law.
(b) The relative preferences, conversion and other rights, voting
powers, restrictions, limitations as to dividends, qualifications and
terms and conditions of redemption of all classes of Shares shall be as
hereinafter set forth, except as otherwise set forth in articles
supplementary or other Charter documents filed with the Maryland State
Department of Assessments and Taxation:
<PAGE>
(i) Assets Belonging to Class. All consideration received by
the Corporation for the issue or sale of Shares of a particular
class, together with all assets in which such consideration is
invested or reinvested, all income, earnings, profits and proceeds
thereof, including any proceeds derived from the sale, exchange or
liquidation of such assets, and any funds or payments derived from
any reinvestment of such proceeds in whatever form the same may be,
shall irrevocably belong to that class for all purposes, subject
only to the rights of creditors, and shall be so recorded upon the
books of account of the Corporation. Such consideration, assets,
income earnings, profits and proceeds, including any proceeds
derived from the sale, exchange or liquidation of such assets, and
any funds or payments derived from any reinvestment of such
proceeds, in whatever form the same may be, together with any
General Assets (as hereinafter defined) allocated to that class as
provided in the following sentence, are herein referred to as
"assets belonging to" that class. In the event that there are any
assets, income, earnings, profits or proceeds thereof, funds or
payments which are not readily identifiable as belonging to any
particular class (collectively "General Assets"), the Board of
Directors shall allocate such General Assets to and among any one or
more of the classes established from time to time, in such manner
and on such basis as the Board of Directors, in its sole discretion
deems fair and equitable; and any General Assets so allocated to a
particular class shall be assets belonging to that class. Each such
allocation by the Board of Directors shall be conclusive and binding
upon the holders of Shares of all classes for all purposes.
(ii) Liabilities Belonging to Class. The assets belonging to
each particular class shall be charged with the liabilities of the
Corporation in respect of that class and with all expenses, costs,
charges and reserves attributable to that class, and shall be so
recorded upon the books of account of the Corporation. Such
liabilities, expenses, costs, charges and reserves, together with
any General
<PAGE>
liabilities (as hereinafter defined) allocated to that class as
provided in the following sentence, so charged to that class are
herein referred to as "liabilities belonging to" that class. In the
event there are any general liabilities, expenses, costs, charges or
reserves of the Corporation which are not readily identifiable as
belonging to any particular class (collectively "General
Liabilities"), the Board of Directors shall allocate and charge such
General Liabilities to and among any one or more of the classes
created, from time to time, in such manner and on such basis as the
Board of Directors, in its sole discretion, deems fair and
equitable; and any General Liabilities so allocated and charged to a
particular class shall be liabilities belonging to that class. Each
such allocation by the Board of Directors shall be conclusive and
binding upon the holders of Shares of all classes for all purposes.
(iii) Dividends and Distributions. Subject to the applicable
provisions of law, dividends and distributions with respect to
Shares of a particular class may be paid to the holders of Shares of
that class at such times, in such manner and from such of the assets
belonging to that class, including the income and capital gains
accrued or realized from the assets belonging to that class, and any
other lawful source, after providing for actual and accrued
liabilities belonging to that class, as the Board of Directors may
determine.
(iv) Liquidation. In the event of the liquidation or
dissolution of the Corporation or of one or more classes, the
holders of Shares of each class that is being liquidated shall be
entitled to receive, as a class, when and as declared by the Board
of Directors, the excess of the assets belonging to that class over
the liabilities belonging to that class. The assets so
distributable to the holders of Shares of any particular class shall
be distributed among such holders in proportion to the number of
Shares of that class held by them and recorded on the books of the
Corporation.
(v) Equality. Each Share of any particular class shall
represent an equal and proportionate interest in the assets
belonging to
<PAGE>
that class; provided, that nothing contained in this
subdivision (v) shall be deemed to limit the right of the
Corporation to make lawful distinctions among holders of shares of
any particular class, including but not limited to (A) the payment
of dividends or distributions with respect to Shares of any class in
accordance with elections by the holders thereof to receive such
payments in cash or in Shares of the same class, and (B) the payment
of the redemption price of Shares of any class wholly or partially
in cash or portfolio securities belonging to that class as provided
in Section 2(g) of this Article V.
(vi) Exchange Rights. Subject to compliance with the
requirements of the 1940 Act, and unless the Board of Directors
shall otherwise provide, holders of Shares of any class shall have
the right to exchange said Shares for Shares of one or more other
classes of Shares in accordance with such requirements and
procedures as may be established by the Board of Directors.
(vii) Fractional Shares. The Corporation may issue, sell,
redeem, repurchase and otherwise deal in and with its Shares in
fractional Shares, and any such fractional Share shall carry
proportionately all the rights of a whole Share, excepting any right
to receive a certificate evidencing such fractional Share, but
including, without limitation, the right to vote, the right to
receive dividends and distributions, and the right to participate
upon liquidation of the Corporation or any class.
Section 2. Each Share shall also be subject to the following
provisions:
(a) The net asset value per Share of a particular class shall be the
quotient obtained by dividing the value of the net assets of that class
(being the value of the total assets belonging to that class less the
liabilities belonging to that class) by the total number of Shares of
that class outstanding. Subject to subsection (b) of this Section 2,
the value of the total assets belonging to each class shall be
determined by, pursuant to the direction of, or pursuant to procedures
or methods (which procedures or methods may differ from class to class)
prescribed or approved by the Board of Directors in its sole discretion,
and shall be so determined at the time or times (which time or times may
differ from class to class) prescribed or approved by the Board of
Directors, in its sole discretion.
(b) The net asset value of each Share of a particular class shall be
determined in accordance with any applicable provisions of the 1940 Act,
any order of the Securities and Exchange Commission thereunder, and any
applicable rule
<PAGE>
or regulation made or adopted by any securities association
registered under the Securities Exchange Act of 1934.
(c) All Shares of each class now or hereafter authorized shall be
subject to redemption and redeemable at the option of the holder, in the
sense used in the General Laws of the State of Maryland authorizing the
formation of corporations. Each holder of a Share of any class, upon
request to the Corporation accompanied by surrender of the appropriate
stock certificate or certificates (if any) in proper form for transfer,
shall be entitled to require the Corporation to redeem all or any part
of the Shares of that class standing in the name of such holder on the
books of the Corporation at the net asset value per Share of that class
determined in accordance with subsection (a) of this Section 2 subject
always to a deduction for a contingent deferred sales charge, if any,
and if applicable.
(d) Notwithstanding subsection (c) of this Section 2, the Board of
Directors of the Corporation may suspend the right of the holders of
Shares of any or all classes to require the Corporation to redeem such
Shares, postpone the date of payment or satisfaction upon redemption of
such Shares, or suspend any voluntary purchase of such Shares:
(i) for any period (A) during which the New York Stock Exchange
is closed other than customary weekend and holiday closings or (B)
during which trading on the New York Stock Exchange is restricted;
(ii) for any period during which an emergency, as defined by
the rules of the Securities and Exchange Commission or any successor
thereto, exists as a result of which (A) disposal by the Corporation
of securities owned by it and belonging to the affected class or
classes is not reasonably practicable, or (B) it is not reasonably
practicable for the Corporation fairly to determine the value of the
net assets of the affected class or classes; or
(iii) for such periods as the Securities and Exchange
Commission or any successor thereto may by order permit for the
protection of security holders of the Corporation.
(e) The Corporation may, in its discretion, redeem, at the current
net asset value, outstanding Shares not offered for redemption which are
held by any holder whose Shares of a particular class, in the aggregate,
have a then total net asset value of less than $1,000 or such other
amount as the Directors shall determine by resolution and subject to any
limitations of applicable law (the "Minimum Amount"); provided that the
Minimum Amount shall not be larger than the amount of the minimum
initial investment in Shares of the particular class specified in its
then current prospectus under the Securities Act of 1933; and further
provided that prior to any such proposed redemption the Corporation
shall have given such holder written notice that the then current
aggregate net asset value of the holder's Shares is less than the
Minimum Amount and allowed the holder to make additional investments in
order to
<PAGE>
increase the then current aggregate net asset value of the holder's
Shares to at least the Minimum Amount.
(f) The Board of Directors may be resolution, from time to time,
authorize the purchase by the Corporation, either directly or through an
agent, of Shares of any class upon such terms and conditions and for
such consideration as the Board of Directors shall deem advisable out of
funds legally available therefor at prices per Share not in excess of
the net asset value per Share of Shares of that class determined in
accordance with subsection (a) of this Section 2 and to take all other
steps deemed necessary or advisable in connection therewith.
(g) Except as otherwise permitted by the 1940 Act, payment of the
redemption price of Shares of any class surrendered to the Corporation
for redemption pursuant to the provisions of subsection (c) or (e) of
this Section 2 or for purchase by the Corporation pursuant to the
provisions of subsection (f) of this Section 2 shall be made by the
Corporation within seven days after surrender of such Shares to the
Corporation for such purpose. Any such payment may be made, in whole or
in part, in portfolio securities or in cash belonging to such class, as
the Board of Directors shall deem advisable, and no holder of Shares
shall have the right, other than as determined by the Board of
Directors, to have any Shares redeemed in portfolio securities;
provided, that if the Corporation shall have made and filed an election
pursuant to Rule 18f-1 under the 1940 Act, and it is hereby authorized
to do so, such payment shall be subject to the terms of such election.
(h) In the absence of any specification as to the purposes for which
Shares are redeemed or repurchased by the Corporation, all Shares so
redeemed or repurchased shall be deemed to be acquired for retirement in
the sense contemplated by the laws of the State of Maryland. Shares of
any class retired by repurchase or redemption shall thereafter have the
status of authorized but unissued Shares of that class.
Section 4. No holder of Shares of any class shall, as such holder,
have any preemptive right to purchase or subscribe for any Shares of
that class or any other class which the Corporation may issue or sell
(whether out of the number of Shares authorized by the Articles of
Incorporation, or out of any Shares acquired by the Corporation after
the issue thereof, or otherwise).
Section 5. All persons who shall acquire Shares in the Corporation
shall acquire the same subject to the provisions of the Corporation's
Articles of Incorporation.
ARTICLE V
Directors
The initial number of directors of the Corporation shall be 3; and
the names of those who shall act as such until the first meeting of
holders of Shares and until their successors are duly elected and
qualify are as follows:
William L. Van Alen, Jr.
Martin V. Miller
Christian G. Kling
<PAGE>
The By-Laws of the Corporation may fix the number of directors at no
less than three or the number of holders of Shares of the Corporation,
whichever is fewer, and may authorize the Board of Directors, by the
vote of a majority of the entire Board of Directors, to increase or
decrease the number of directors within a limit specified in the
By-Laws, and to fill the vacancies created by any such increase in the
number of directors. Unless otherwise provided by the By- Laws of the
Corporation, the directors of the Corporation need not be holders of
Shares.
The By-Laws of the Corporation may divide the directors of the
Corporation into classes and prescribe the tenure of office of the
several classes; but no class shall be elected for a shorter period than
one year or for a longer period than five years, and the term of office
of at least one class shall expire each year.
ARTICLE VI
Miscellaneous
The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation, and for
creating, defining, limiting and regulating the powers of the
Corporation, the directors and the holders of Shares.
Section 1. The Board of Directors shall have the management and
control of the property, business and affairs of the Corporation and is
hereby vested with all the powers possessed by the Corporation itself so
far as is not inconsistent with law or the Corporation's Charter. In
furtherance and without limitation of the foregoing provisions, it is
expressly declared that, subject to the Corporation's Charter, the Board
of Directors shall have power:
(a) To make, alter, amend or repeal, from time to time, the By- Laws
of the Corporation except as such power may otherwise by limited in the
By-Laws;
(b) To issue Shares of any class of the Corporation;
(c) To authorize the purchase of Shares of any class in the open
market or otherwise, at prices not in excess of the net asset value per
Share for Shares of that class determined in accordance with subsection
(a) of Section 2 of Article VI hereof, provided that the Corporation has
assets legally available for such purpose, and to pay for such Shares in
cash, securities or other assets then held or owned by the Corporation;
(d) To declare and pay dividends and distributions from funds
legally available therefor on Shares of such class or classes, in such
amounts, if any, and in such manner (including declaration by means of a
formula or other similar method of determination whether or not the
amount of the dividend or distribution so declared can be calculated at
the time of such declaration) and to the holders of record of such
Shares as of such date, as the Board of Directors may determine.
(e) To create separate series of shares within one or more classes
of shares and to set the provisions, conversion or other rights, voting
powers, restrictions, limitations as to dividends, qualifications and
terms or conditions of redemption of shares of such class.
<PAGE>
Section 2. To the fullest extent permitted by Maryland and federal
statutory and decisional law, as amended or interpreted, no director or
officer of this Corporation shall be personally liable to the
Corporation or the holders of Shares for money damages for breach of
fiduciary duty as a director and each director and officer shall be
indemnified by the Corporation; provided, however, that nothing herein
shall be deemed to protect any director or officer of the Corporation
against any liability to the Corporation or the holders of Shares to
which such director or officer would otherwise by subject by reason of
breach of the director's or officer's duty of loyalty to the Corporation
or its stockholders, for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law or for any
transaction from which the director derived any improper personal
benefit.
Section 3. Any determination made in good faith and, so far as
accounting matters are involved, in accordance with generally accepted
accounting principles by or pursuant to the direction of the Board of
Directors, shall be final and conclusive, and shall be binding upon the
Corporation and all holders of Shares, past, present and future, of each
class, and Shares are issued and sold on the condition and undertaking,
evidenced by acceptance of certificates for such Shares by, or
confirmation of such Shares being held for the account of, any holder,
that any and all such determinations shall be binding as aforesaid.
Nothing in this Section 3 shall be construed to protect any director
or officer of the Corporation against any liability to the Corporation
or the holders of Shares to which such director or officer would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct
of his or her office.
Section 4. The directors of the Corporation may receive compensation
for their services, subject, however, to such limitations with respect
thereto as may be determined from time to time by the holders of Shares.
Section 5. Except as required by law, the holders of Shares shall
have only such right to inspect the records, documents, accounts and
books of the Corporation as may be granted by the Board of Directors of
the Corporation.
Section 6. Any vote of holders of Shares authorizing liquidation of
the Corporation or any one or more classes or proceedings for the
dissolution of the Corporation or any one or more classes may authorize
the Board of Directors to determine, as provided herein, or if provision
is not made herein, in accordance with generally accepted accounting
principles, which assets are the assets belonging to each class
available for distribution to holders of Shares of that class and may
divide, or authorize the Board of Directors to divide, such assets among
the holders of Shares of that class in such manner as to ensure that
each holder will receive an equal and proportionate amount of the value
of the assets (determined as aforesaid) belonging to that class upon
such liquidation or dissolution.
ARTICLE VII
Quorum and Voting Provisions
Section 1. On each matter submitted to a vote of the holders of
Shares, each holder of a Share shall be entitled to one vote for each
full Share and a fractional vote for each fractional share standing in
such holder's name on the books of the
<PAGE>
Corporation, irrespective of the class thereof, and all Shares of
all classes shall vote as a single class ("Single Class Voting");
provided, however, that (a) as to any matter with respect to which a
separate vote of any class is required by the 1940 Act or under the
Maryland General Corporation Law, such requirements as to a separate
vote by that class shall apply in lieu of Single Class Voting as
described above; (b) in the event that the separate vote requirements
referred to in (a) above apply with respect to one or more classes,
then, subject to (c) below, the Shares of all other classes shall vote
as a single class; and (c) as to any matter which does not affect the
interest of a particular class, including but not limited to any
proposal to liquidate any other class, only the holders of Shares of the
one or more affected classes shall be entitled to vote.
Section 2. Subject to any higher quorum requirements imposed by
applicable law or the Corporation's Charter or By-Laws, the presence in
person or by proxy of the holders of record of one-third of the Shares
of all classes issued and outstanding and entitled to vote thereat shall
constitute a quorum for the transaction of any business at all meetings
of the holders of Shares, except that where the holders of Shares of any
class are entitled to a separate vote as a class (a "Separate Class") or
where the holders of Shares of two or more (but not all) classes are
required to vote as a single class (a "Combined Class"), the presence in
person or by proxy of the holders of record of one-third of the Shares
of that Separate Class or Combined Class, as the case may be, issued and
outstanding and entitled to vote thereat shall constitute a quorum for
such vote.
Section 3. Notwithstanding any provision of law requiring action to
be taken or authorized by the affirmative vote of the holders of a
designated proportion greater than a majority of the outstanding Shares
of all classes or of the outstanding Shares of a particular class or
classes, as the case may be, such action shall be valid and effective if
taken or authorized by the affirmative vote of the holders of a majority
of the total number of Shares of all classes or of the total number of
Shares of such class or classes, as the case may be, outstanding and
entitled to vote thereupon pursuant to the provisions of the
Corporation's Charter.
ARTICLE VIII
Amendments
The Corporation reserves the right, from time to time, to amend,
alter or repeal any of the provisions of the Corporation's Charter
(including any amendment that changes the terms of any of the
outstanding Shares by classification, reclassification or otherwise),
and to add or insert any other provisions that may, under the statutes
of the State of Maryland at the time in force, be lawfully contained in
a charter, and all rights at any time conferred upon the holders of
Shares of the Corporation by the Corporation's Charter are subject to
the provisions of this Article IX.
ARTICLE IX
Perpetual Existence
The duration of the Corporation shall be perpetual.
ARTICLE X
1940 Act
<PAGE>
If at a time when the Corporation is registered as an investment
company under the 1940 Act, any of the provisions of the Charter or the
By-Laws of the Corporation, as from time to time amended, or of the
Maryland General Corporation Law or an successor statute thereto, shall
conflict or be inconsistent with any applicable provision of the 1940
Act or any order thereunder, the applicable provision of the 1940 Act or
any order thereunder shall be controlling and the Corporation shall not
take any action which is in conflict or inconsistent therewith. Without
limiting the generality of the foregoing, if any applicable provision of
the 1940 Act or any order thereunder requires, with respect to any
matter requiring action by the holders of Shares of any class or
classes, the Board of Directors, a committee of the Board, or a
specified group of directors of the Corporation, the affirmative vote of
a greater number of Shares of such class or classes or of directors than
would otherwise be required under the Maryland General Corporation Law
or any successor statute thereto, or under the Charter or the By-Laws of
the Corporation, as from time to time amended, then that provision of
the 1940 Act or order thereunder shall be controlling.
IN TESTIMONY WHEREOF, the undersigned corporation has caused this
statement to be signed by a duly authorized officer and its corporate
seal, duly attested by another such officer, to be hereunto affixed this
29th day of September, 1993.
LB2 VACK, INC.
/s/ William L. Van Alen
_______________________________________
WILLIAM L. VAN ALEN
_______________________________________
PRESIDENT
ATTEST :
/s/ Martin V. Miller
_________________________________
SIGNATURE
Secretary
_________________________________
TITLE
(CORPORATE SEAL)
STATE OF : Pennsylvania
COUNTY OF : Chester
<PAGE>
On this 29th day of September, 1993 before me, William L. Van
Alen, the undersigned officer personally appeared, who acknowledged
himself to be the President of LB2 Vack, Inc., a corporation, and that
he, as such President being authorized to do so, executed the foregoing
instrument for the purposes therein contained by signing the name of the
corporation by himself as President.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ William L. Van Alen
_______________________________________
WILLIAM L. VAN ALEN
_______________________________________
PRESIDENT
Sworn to and subscribed
before me this 29th day
of September, 1993.
/s/ Diane F. Laulis
_________________________________
NOTARY PUBLIC
<PAGE>
THE POLESTAR INVESTMENT GROUP, INC.
ARTICLES OF AMENDMENT
THE POLESTAR INVESTMENT GROUP, INC., a Maryland Corporation having its
principal office in Baltimore, Maryland (hereinafter called the Corporation),
hereby certifies to the State Department of Assessments and Taxation of
Maryland, that:
1. The charter of the Corporation is hereby amended by striking out
Article I of the Articles of Incorporation as heretofore amended, and
inserting in lieu thereof the following:
ARTICLE I
The name of the Corporation (hereinafter called the "Corporation") is
The Noah Investment Group, Inc.
In all other respects, the Charter remains as it was amended on
29 September, 1993.
2. The Board of Directors of the Corporation by unanimous written
consent pursuant to Section 2-408 of Corporations and Associations
Article of the Annotated Code of Maryland on September 1, 1995, duly
adopted a resolution in which was set forth the foregoing amendment
to the charter, declaring that the said amendment of the charter as
proposed was advisable and directing that it be submitted for action
thereon by the stockholders of the Corporation.
IN WITNESS WHEREOF, THE POLESTAR INVESTMENT GROUP, INC. has caused
these presents to be signed in its name and on its behalf by its President
and witnessed (or attested) by its Secretary on March 19, 1996.
THE POLESTAR INVESTMENT GROUP, INC.
By /s/ William L. Van Alen, Jr.
---------------------------------
William L. Van Alen, Jr.
President
Witness: (Attest)
/s/ Martin V. Miller
_____________________________________
Martin V. Miller, Esquire
Secretary
THE UNDERSIGNED, President of THE POLESTAR INVESTMENT GROUP, INC. who
executed on behalf of said corporation the foregoing Articles of Amendment,
of which this certificate is made a part, hereby acknowledges, in the name
and on behalf of said corporation, the foregoing Articles of Amendment
to be the corporate act of said corporation and further certifies that,
to the best of his knowledge, information and belief, the matters and facts
set forth therein with respect to the approval thereof are true in all
material respects, under the penalties of perjury.
By /s/ William L. Van Alen, Jr.
---------------------------------
William L. Van Alen, Jr.
President
--------------------
BY-LAWS
THE NOAH INVESTMENT GROUP, INC.
--------------------
ARTICLE I
OFFICES
Section 1.1. PRINCIPAL OFFICE. The principal office of the
corporation in the State of Maryland shall be located at the address
where the corporation's resident agent maintains its principal place of
business in said State.
Section 1.2. ADDITIONAL OFFICES. The corporation may have
additional offices at such places within or without the State of
Maryland as the Board of Directors may, from time to time, determine or
the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 2.1. DEFINITIONS OF STOCK AND STOCKHOLDER. As used in these
By-Laws, unless otherwise specified or the context otherwise requires, the
term "stock" shall mean stock of the corporation of any class or classes,
and the term "stockholder" or "stockholders" shall mean a holder or the
holders of stock of the corporation of any class or classes.
Section 2.2. TIME AND PLACE. All meetings of stockholders shall be
held at such time and at such place within the United States as the
Board of Directors may, from time to time, determine in accordance with
any applicable provisions of law, the Articles of Incorporation and
these By-Laws.
Section 2.3. ANNUAL MEETING. So long as the corporation is
registered as an investment company under the Investment Company Act of
1940 (the "1940 Act," such term to include the rules and regulations
promulgated under the 1940 Act, unless otherwise specified or the
context otherwise requires), annual meetings of the stockholders shall
not be held, except when required to be held by the 1940 Act or by the
Maryland General Corporation Law or when called by the Board of
Directors or by an officer or officers authorized to take such action by
the Board of Directors. If in any calendar year the corporation is
required or elects to hold an annual meeting, the meeting shall be held
on such day, not a Saturday, Sunday or legal holiday, as the Board of
Directors or the officer or officers calling the meeting may prescribe.
At each such annual meeting, the stockholders shall elect a Board of
Directors and transact such other business as may properly come before
the meeting. The provisions of these By-Laws which contemplate the
holding of an annual meeting of stockholders shall be suspended during
any calendar year in which no annual meeting of stockholders is held.
Section 2.4. SPECIAL MEETINGS. Special meetings of the
stockholders, for any purpose or purposes, may be called by the Board of
Directors, the Chairman of the Board and any other officer or officers
authorized to take such action by the
<PAGE>
Board. Special meetings of the stockholders shall also be called by
the Secretary upon the written request of the holders of shares entitled
to cast not less than 25% of all the votes entitled to be cast at such
meeting. In the case of a meeting called upon the request of
stockholders, the request of stockholders for such meeting shall state
the purpose of such meeting and the matters proposed to be acted on at
such meeting and the Secretary shall inform the stockholders who made
the request of the reasonably estimated cost of preparing and mailing a
notice of the meeting. On payment of such costs to the corporation, the
Secretary shall give notice to each stockholder entitled to notice of
the meeting. Unless requested by stockholders entitled to cast a
majority of all the votes entitled to be cast at the meeting, a special
meeting need not be called to consider any matter which is substantially
the same as a matter voted on at any special meeting of the stockholders
held during the preceding twelve months.
Section 2.5. NOTICE OF MEETINGS. Not less than ten (10) nor more
than ninety (90) days before each meeting of stockholders, the Secretary
shall give to each stockholder entitled to vote at such meeting or
entitled to notice of such meeting written or printed notice stating the
time and place of the meeting and, in the case of a special meeting or
as otherwise may be required by statute, the purpose for which the
meeting is called, either by mail or by presenting it to such
stockholder personally or by leaving it at his residence or usual place
of business. If mailed, such notice shall be deemed to be given when
deposited in the United States mail addressed to the stockholder at his
post office address as it appears on the records of the corporation,
with postage thereon prepaid.
Section 2.6. SCOPE OF NOTICE. No business shall be transacted at a
special meeting of stockholders except that specifically designated in
the notice or in a duly executed waiver of notice of such meeting. Any
business of the corporation may be transacted at any annual meeting of
stockholders without being specifically designated in the notice of such
meeting, except such business as is required by law to be stated in such
notice.
Section 2.7. QUORUM; ADJOURNMENTS. Subject to any higher quorum
requirements imposed by applicable law or the Articles of Incorporation
or By-Laws, at any meeting of stockholders, the presence in person or by
proxy of stockholders entitled to cast a majority of all the votes
entitled to be cast at such meeting shall constitute a quorum; provided,
however, that the Board of Directors shall have the authority to
decrease the number of votes required to constitute a quorum to not less
than one-third of all the votes entitled to be cast at such meeting; and
provided further, that this Section shall not affect any applicable
requirement to law or the Articles of Incorporation for the vote
necessary for the adoption of any measure. In the absence of a quorum,
the holders of a majority of the shares present in person or represented
by proxy and entitled to vote at such meeting shall have power to
adjourn the meeting from time to time without notice other than
announcement at the meeting until such quorum shall be present; and at
any meeting at which a quorum shall be present, the holders of a
majority of the shares present or represented by proxy shall have the
power to adjourn the meeting from time to time without notice other than
announcement at such meeting; provided, however, that written notice
shall be given as required by Section 2.4 if such meeting is adjourned
to a date more than 120 days after the record date originally scheduled
with respect to such meeting. At any such
<PAGE>
adjourned meeting at which a quorum shall be present, any business
may be transacted which might have been transacted had a quorum been
present at the time originally fixed for the meeting.
Section 2.8. VOTING. At any meeting of stockholders at which a
quorum is present, any election of a director or directors shall be
determined by a plurality of the votes cast and a majority of the votes
cast shall be sufficient to approve any other matter which may properly
come before the meeting, unless more than a majority of the votes cast
is required by law or the Articles of Incorporation for the approval of
such matter. Except as otherwise required by law or provided for in the
Articles of Incorporation, if two or more classes of stock are entitled
to vote separately on any matter, the matter shall be approved by a
majority of the votes cast by each class. Fractional shares of stock
shall be entitled to fractional votes.
Section 2.9. PROXIES. A stockholder may vote the shares of stock
owned of record by him, either in person or by proxy executed in writing
by the stockholder or by his duly authorized attorney in fact. Such
proxy shall be filed with the secretary of the corporation before or at
the time of the meeting. No proxy shall be valid after eleven months
from the date of its execution, unless otherwise provided in the proxy.
Section 2.10. INSPECTORS. At any meeting of stockholders, the
chairman of the meeting may appoint one or more persons as inspectors
for such meeting. Such inspectors shall ascertain and report the number
of shares represented at the meeting, including those stockholders
represented by proxy based upon the inspectors' determination of the
validity and effect of proxies, count all votes, report the results and
perform such other acts as are proper to conduct the election and
voting. Each report of an inspector shall be in writing and signed by
him or by a majority of them if there be more than one inspector acting
at such meeting. If there is more than one inspector, the report of a
majority shall be the report of the inspectors. The report of the
inspector or inspectors on the number of shares represented at the
meeting and the results of the voting shall be prima facie evidence
thereof.
Section 2.11. INFORMAL ACTION BY STOCKHOLDERS. Any action required
or permitted to be taken at a meeting of stockholders may be taken
without a meeting if a consent in writing, setting forth such action, is
signed by each stockholder entitled to vote on the matter, and such
consent is filed with the minutes of proceedings of the stockholders.
Section 2.12. VOTING BY BALLOT. Voting on any question or in any
election shall be by ballot if requested by any stockholder entitled to
vote, but, unless such a request is made, may be conducted in any manner
determined by the chairman of the meeting.
ARTICLE III
DIRECTORS
Section 3.1. FUNCTION AND POWER. The business and affairs of the
corporation shall be managed under the direction of its Board of
Directors. All powers of the corporation may be exercised by or under
authority of the Board of Directors, except as conferred on or reserved
to any specified group of directors or to the stockholders by law or by
the Articles of Incorporation or these By-Laws.
<PAGE>
Section 3.2. NUMBER, ELECTION AND TENURE. The first Board of
Directors shall consist of the number of directors named in the Articles
of Incorporation. Thereafter, the number of directors constituting the
entire Board of Directors shall be fixed, from time to time, by a
majority of the entire Board but shall not be less than the minimum
number required by the provisions of the General Corporation Law of the
State of Maryland, or any successor statute thereto, nor more than
fifteen (15). No decrease in such number of directors shall shorten the
tenure of office of any incumbent director. Each director named in the
Articles of Incorporation or elected at an annual meeting of
stockholders held pursuant to Section 2.3 or as provided in Sections 3.3
or 3.5 shall hold office until his successor is duly elected and
qualifies or until his earlier displacement from office by resignation,
removal or otherwise.
Section 3.3. VACANCIES. Unless otherwise required by law, any
vacancy on the Board of Directors for any cause other than an increase
in the number of directors may be filled by vote of a majority of the
remaining directors, although such majority is less than a quorum. Any
vacancy on the Board of Directors by reason of an increase in the number
of directors may be filled by vote of a majority of the entire Board of
Directors. The stockholders may fill any vacancy resulting from the
removal by stockholders of any director in the manner provided in
Section 3.4.
Section 3.4. RESIGNATION AND REMOVAL OF DIRECTORS. Any director
may resign at any time by written notice to the corporation. The
stockholders may, at any time, remove any director, with or without
cause, by the affirmative vote of a majority of all the votes entitled
to be cast for the election of directors and may elect a successor to
fill any resulting vacancy for the balance of the tenure of office of
the removed director.
Section 3.5. COMPENSATION. The Board of Directors shall determine
and, from time to time, fix the compensation payable to directors for
their services to the corporation in that capacity, subject, however, to
such limitations with respect thereto as may be determined, from time to
time, by the stockholders. Such compensation may consist of a fixed
annual fee or a fixed fee for attendance at meetings of the Board of
Directors or of any committee of the Board of which the directors
receiving such fees are members, or a combination of a fixed annual fee
and a fixed fee for attendance. In addition, the Board of Directors may
authorize the reimbursement of directors for their expenses for
attendance at meetings of the Board or of any committee of the Board of
which they are members. Nothing herein contained shall be construed to
preclude any director from serving the corporation in any other capacity
and receiving compensation therefor.
Section 3.6. ANNUAL MEETINGS. The directors shall hold an annual
meeting for the purposes of electing officers, appointing committees and
transacting such other business as may properly come before the meeting.
Each annual meeting of directors shall be held at such place within or
without the State of Maryland, as the Board of Directors shall prescribe
in advance of such annual meeting, and no other notice shall be
necessary in order lawfully to convene and conduct such annual meeting
of directors, provided a quorum shall be present.
Section 3.7. REGULAR MEETINGS. The Board of Directors may hold
regular meetings at such time and place, within or without the State of
Maryland, as
<PAGE>
shall from time to time be fixed in advance by the Board, and no
other notice of such meetings shall be required.
Section 3.8. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by or at the request of the Chairman of the
Board or a majority of the directors then in office. The person or
persons by whom or at whose request a special meeting is called may fix
the time and place, within or without the State of Maryland, for holding
such meeting.
Section 3.9. NOTICE. Notice of any special meeting shall be given
by written notice delivered personally, telegraphed or mailed to each
director at his business or residence address. Notices personally
delivered or given by telegram shall be given at least 24 hours prior to
the meeting. Notice by mail shall be given at least two (2) days prior
to the meeting. If mailed, such notice shall be deemed to be given when
deposited in the United States mail properly addressed, with postage
thereon prepaid. If notice be given by telegram, such notice shall be
deemed to be given when the telegram is delivered to the telegraph
company. Neither the business to be transacted at, nor the purpose of,
any annual, regular or special meeting of the Board of Directors need be
stated in the notice, unless specifically required by law, the Articles
of Incorporation or these By-Laws.
Section 3.10. QUORUM; ADJOURNMENTS. A majority of the number of
directors constituting the entire Board of Directors shall constitute a
quorum for transaction of business at any meeting of the Board,
provided, that, if less than a majority of such number of directors is
present at any such meeting, a majority of the directors present or the
sole director present may adjourn the meeting, from time to time,
without further notice until a quorum is present, and provided further,
that if one or more directors present at the time that any meeting of
the Board of Directors is convened shall subsequently withdraw from the
meeting before the transaction of any item or items of business
specified in the notice of meeting or in a waiver of notice thereof duly
executed by such withdrawing director or directors, then except as
otherwise provided by applicable law or in the Articles of
Incorporation, the quorum required to transact such item or items of
business shall be reduced to one-third of the entire Board.
Section 3.11. VOTING. The action of the majority of the directors
present at a meeting at which a quorum is present shall be the action of
the Board of Directors, unless the concurrence of a great proportion or
of any specified group of directors is required for such action by law,
the Articles of Incorporation or these By-Laws.
Section 3.12. PARTICIPATION IN MEETINGS BY TELEPHONE. Members of
the Board of Directors may participate in a meeting by means of a
conference telephone or similar communications equipment if all persons
participating in the meeting can hear each other at the same time.
Participation in a meeting by these means shall constitute presence in
person at the meeting for all purposes except compliance with provisions
of the 1940 Act or of rules thereunder requiring that votes of directors
be cast in person at a meeting.
Section 3.13. INFORMAL ACTION BY DIRECTORS. Except as otherwise
prescribed by or under the 1940 Act, any action required or permitted to
be taken at any meeting of the Board of Directors may be taken without a
meeting, if a
<PAGE>
consent in writing to such action is signed by each director and
such written consent is filed with the minutes of proceedings of the
Board of Directors.
ARTICLE IV
COMMITTEES AND ADVISORY BOARD
Section 4.1. EXECUTIVE AND OTHER COMMITTEES. The Board of
Directors may appoint from among its members one or more committees,
each consisting of two (2) or more directors and having such title as
the Board may consider to be properly descriptive of its function,
except that not more than one committee shall be designated as the
Executive Committee. Each such committee shall serve at the pleasure of
the Board of Directors.
Section 4.2. POWERS; MINUTES; PROCEDURES. The Board of Directors
may delegate to any of the committees appointed under Section 4.1 any of
the powers of the Board of Directors, except the power to: (1) declare
dividends or distributions on stock; (2) issue stock except pursuant to
a general formula or method specified by the Board of Directors by
resolution or by adoption of a stock option or other plan; (3) recommend
to the stockholders any action which requires stockholder approval; (4)
amend the By-Laws; or (5) approve any merger or share exchange which
does not require stockholder approval. Each committee shall keep
minutes or other appropriate written evidence of its meetings or
proceedings and shall report the same to the Board of Directors as and
when requested by the Board, and shall observe such other procedures
with respect to its meetings and proceedings as are prescribed in these
By-Laws, or, to the extent not prescribed herein, as may be fixed by the
Board of Directors or by such committee under authority granted by the
Board.
Section 4.3. ALTERNATE MEMBERS OF COMMITTEES. In the absence of
any member of any such committee, the members thereof present at any
meeting, whether or not they constitute a quorum, may appoint a director
to act in the place of such absent member.
Section 4.4. PARTICIPATION IN MEETINGS BY TELEPHONE. Members of a
committee of the Board of Directors may participate in a meeting by
means of a conference telephone or similar communications equipment if
all persons participating in the meeting can hear each other at the same
time. Participation in a meeting by these means shall constitute
presence in person at the meeting for all purposes except compliance
with provisions of the 1940 Act or of rules thereunder requiring that
votes of directors be cast in person at a meeting.
Section 4.5. INFORMAL ACTION BY COMMITTEES. Except as otherwise
prescribed by or under the 1940 Act, any action required or permitted to
be taken at any meeting of a committee of the Board of Directors may be
taken without a meeting, if a consent in writing to such action is
signed by each member of the committee and such written consent is filed
with the minutes of proceedings of such committee.
ARTICLE V
WAIVER OF NOTICE
Whenever any notice is required to be given pursuant to law, the
Articles of Incorporation or these By-Laws, a waiver thereof in writing,
signed by the person or persons entitled to such notice, or, in the case
of any waiver of notice of any meeting
<PAGE>
of stockholders, signed by the proxy for a person entitled to notice
thereof, whether before or after the time stated therein, shall be
deemed equivalent to the giving of such notice. Neither the business to
be transacted at nor the purpose of any meeting need be set forth in the
waiver of notice, unless specifically required by law, the Articles of
Incorporation or these By-Laws. The attendance of any person at any
meeting in person, or, in the case of a meeting of stockholders, by
proxy, shall constitute a waiver of notice of such meeting.
ARTICLE VI
OFFICERS
Section 6.1. EXECUTIVE OFFICERS. The executive officers of the
corporation shall be a Chairman of the Board, a President, a Secretary
and a Treasurer. If the Board of Directors shall elect one or more
Vice-Presidents, each such Vice-President shall be an executive officer.
The Chairman of the Board shall be elected from among the directors, but
no other executive officer need be a member of the Board of Directors.
Any two or more executive offices, except those of President and
Vice-President, may be held by the same person. A person holding more
than one office may not act in more than one capacity to execute,
acknowledge or verify on behalf of the corporation an instrument
required by law to be executed, acknowledged or verified by more than
one officer. The executive officers of the corporation shall be elected
by the Board of Directors at the annual meeting of the Board.
Section 6.2. OTHER OFFICERS AND AGENTS. The Board of Directors may
also elect or may delegate to the Chairman of the Board authority to
appoint, remove, or fix the duties, compensation or terms of office of
one or more assistant vice-presidents, assistant secretaries and
assistant treasurers, and such other officers and agents as the Board
shall at any time and, from time to time, deem to be advisable.
Section 6.3. TENURE, RESIGNATION AND REMOVAL. Each officer of the
corporation shall hold office until his successor is elected or
appointed or until his earlier displacement from office by resignation,
removal or otherwise; provided that if the term of office of any officer
elected or appointed pursuant to Section 6.2 shall have been fixed by
the Board of Directors or by the Chairman of the Board acting under
authority delegated by the Board, such officer shall cease to hold such
office no later than the date of expiration of such term, regardless of
whether any other person shall have been elected or appointed to succeed
him. Any officer of the corporation may resign at any time by written
notice to the corporation. Any officer or agent of the corporation may
be removed at any time by the Board of Directors or by the Chairman of
the Board acting under authority delegated by the Board pursuant to
Section 6.2 if in its or his judgment the best interests of the
corporation would be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not of itself
create contract rights between the corporation and such officer or
agent.
Section 6.4. VACANCIES. If the office of any officer becomes
vacant for any reason, the vacancy may be filled by the Board of
Directors or by the Chairman of the Board acting under authority
delegated by the Board pursuant to Section 6.2. Each officer elected or
appointed to fill a vacancy shall hold office for the balance of the
term for which his predecessor was elected or appointed.
Section 6.5. COMPENSATION. The compensation, if any, of all
officers
<PAGE>
of the corporation shall be fixed by the Board of Directors or by
the Chairman of the Board acting under authority delegated by the Board
pursuant to Section 6.2.
Section 6.6. AUTHORITY AND DUTIES. All officers as between
themselves and the corporation shall have such powers, perform such
duties and be subject to such restrictions, if any, in the management of
the corporation as may be provided in these By-Laws, or, to the extent
not so provided, as may be prescribed by the Board of Directors or by
the Chairman of the Board acting under authority delegated by the Board
pursuant to Section 6.2
Section 6.7. CHAIRMAN OF THE BOARD. The Chairman of the Board
shall be the chief executive officer of the corporation. He shall have
general and active management of the business of the corporation, shall
see to it that all orders, policies and resolutions of the Board of
Directors are carried into effect, and in connection therewith shall be
authorized to delegate to any Vice-President of the corporation such of
his powers and duties as Chairman of the Board and at such times and in
such manner as he shall deem advisable. In the absence of disability of
the President, the Chairman of the Board shall preside at all meetings
of the stockholders and of the Board of Directors, and he shall have
such other powers and perform such other duties as are incident to the
office of Chairman of the Board and as the Board of Directors may, from
time to time, prescribe.
Section 6.8. PRESIDENT. The President shall preside at meetings of
the stockholders and of the Board of Directors, and shall have such
other powers and duties as may be prescribed by the Board. The
President shall, in the absence or disability of the Chairman of the
Board, exercise the powers and perform the duties of the Chairman of the
Board.
Section 6.9. VICE-PRESIDENTS. The Vice-President, if any, or, if
there be more than one, the Vice-Presidents, shall assist the President
in the management of the business of the corporation and the
implementation of orders, policies and resolutions of the Board of
Directors at such times and in such manner as the President may deem to
be advisable. If there be more than one Vice-President, the Board of
Directors may designate one as the executive Vice-President, in which
case he shall be first in order of seniority, and the Board may also
grant to other Vice-Presidents such titles as shall be descriptive of
their respective functions or indicative of their relative seniority.
In the absence or disability of both the Chairman of the Board and the
President, the Vice-President, or, if there be more than one, the
Vice-Presidents in the order of their relative seniority, shall exercise
the powers and perform the duties of those officers; and the
Vice-President or Vice-Presidents shall have such other powers and
perform such other duties as, from time to time, may be prescribed by
the Chairman of the Board or by the Board of Directors.
Section 6.10. ASSISTANT VICE-PRESIDENT. The assistant
vice-president, if any, or if there be more than one, the assistant
vice-presidents, shall perform such duties as may, from time to time, be
prescribed by the Board of Directors or by the Chairman of the Board
acting under authority delegated by the Board pursuant to Section 6.2.
Section 6.11. SECRETARY. The Secretary shall (a) keep the minutes
of the meetings and proceedings and any written consents evidencing
actions of the stockholders, the Board of Directors and any committees
of the Board in one or more
<PAGE>
books provided for that purpose; (b) see that all notices are duly
given in accordance with the provisions of these By-Laws or as required
by law; (c) be custodian of the corporate records and of the seal of the
corporation, and, when authorized by the Board of Directors, cause the
corporate seal to be affixed to any document requiring it, and when so
affixed attested by his signature as Secretary or by the signature of an
assistant secretary; and (d) in general, perform such other duties as
from time to time may be assigned to him by the Board of Directors or by
the Chairman of the Board.
Section 6.12. ASSISTANT SECRETARIES. The assistant secretary, if
any, or, if there be more than one, the assistant secretaries in the
order determined by the Board of Directors or by the Chairman of the
Board, shall, in the absence or disability of the Secretary, exercise
the powers and perform the duties of the Secretary, and he or they shall
perform such other duties as the Board of Directors, the Chairman of the
Board or the Secretary may, from time to time, prescribe.
Section 6.13. TREASURER. The Treasurer shall be the chief
financial officer of the corporation. The Treasurer shall keep full and
accurate accounts of receipts and disbursements in books belonging to
the corporation, shall deposit all moneys and other valuable effects in
the name and to the credit of the corporation in such depositories as
may be designated by the Board of Directors, and shall render to the
Board of Directors and the Chairman of the Board, at the regular
meetings of the Board or whenever they may require it, an account of all
his transactions as Treasurer and of the financial condition of the
corporation.
If required by the Board of Directors, the Treasurer shall give the
corporation a bond in such sum and with such surety or sureties as shall
be satisfactory to the Board of Directors for the faithful performance
of the duties of his office and for the restoration to the corporation,
in case of his death, resignation, retirement or removal from office,
all books, papers, vouchers, money and other property of whatever kind
in his possession or under his control belonging to the corporation.
Section 6.14. ASSISTANT TREASURERS. The assistant treasurer, if
any, or, if there be more than one, the assistant treasurers in the
order determined by the Board of Directors or by the Chairman of the
Board, shall in the absence or disability of the Treasurer exercise the
powers and perform the duties of the Treasurer, and he or they shall
perform such other duties as the Board of Directors, the Chairman of the
Board or the Treasurer may, from time to time, prescribe.
ARTICLE VII
CONTRACTS, CHECKS, DEPOSITS AND REPORTS
Section 7.1. CONTRACTS. The Board of Directors may authorize any
officer or agent to enter into any contract or to execute and deliver
any instrument in the name and on behalf of the corporation, and such
authority may be general or confined to specific instances.
Section 7.2. CHECKS AND DRAFTS. All checks, drafts or other orders
for the payment of money, notes or other evidences of indebtedness
issued in the name of the corporation shall be signed by such officer or
officers, agent or agents of the corporation and in such manner as
shall, from time to time, be determined by the Board of Directors.
<PAGE>
Section 7.3. ANNUAL REPORT. The Chairman of the Board or another
executive officer of the corporation designated by the Board of
Directors shall prepare or cause to be prepared annually a full and
correct statement of the affairs of the corporation, including a balance
sheet and a statement of the results of operations for the preceding
fiscal year, which shall be submitted at the annual meeting of the
stockholders and filed within 20 days thereafter at the principal office
of the corporation in the State of Maryland.
ARTICLE VIII
SHARES TO STOCK
Section 8.1. CERTIFICATES OF STOCK. Each stockholder shall be
entitled to a certificate or certificates which shall represent and
certify the number of full shares of each class of stock held by him in
the corporation; provided, however, that the corporation need not issue
a certificate to any stockholder until and unless demand for a
certificate or certificates shall be made upon the corporation or its
transfer agent and shall not be required to issue certificates
representing fractional shares, and provided further, that a stock
certificate shall not be issued until the stock represented by it is
fully paid. Each certificate shall be signed by the Chairman of the
Board, President or a Vice-President and countersigned by the Secretary
or an assistant secretary or the Treasurer or an assistant treasurer and
may be sealed with the corporate seal and shall contain such recitals as
may be required by statute. The signatures on a certificate may be
either manual or facsimile. A certificate is valid and may be issued
whether or not an officer who signed it is still an officer when it is
issued. A full record of the issuance of each certificate and the
identifying number assigned thereto shall be made on the books of the
corporation usually kept for that purpose or required by statute.
Section 8.2. TRANSFERS OF STOCK. Upon surrender to the corporation
or the transfer agent of the corporation of a stock certificate duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, the corporation shall issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books. Shares of stock of the corporation not
represented by certificate shall be transferred by recording the
transaction on the books of the corporation by the transfer agent of the
corporation upon presentation of proper evidence of succession,
assignment or authority to transfer.
The corporation shall be entitled to treat the holder of record of
any share or shares of stock as the holder in fact thereof and,
accordingly, shall not be bound to recognize any equitable or other
claim to or interest in such shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of the State of Maryland.
Section 8.3. LOST CERTIFICATES. The Board of Directors may
establish procedures pursuant to which a new stock certificate or
certificates may be issued in place of any certificate or certificates
theretofore issued by the corporation which have been mutilated or which
are alleged to have been lost, stolen or destroyed. The Board of
Directors, in its discretion and as a condition precedent to the
issuance of any new certificate, may include among such procedures a
requirement that the owner of any certificate alleged to have been lost,
stolen or destroyed, or his legal representative,
<PAGE>
furnish the corporation with a bond, in such sum and with such
surety or sureties as it may direct, as indemnity against any claim that
may be made against the corporation in respect of such lost, stolen or
destroyed certificate.
Section 8.4. FIXING OF RECORD DATE. The Board of Directors may set
a record date for the purpose of determining stockholders entitled to
notice of, or to vote at, any meeting of stockholders or at any
adjournment thereof in respect of which a new record date is not fixed,
or stockholders entitled to receive payment of any dividend or the
allotment of any other rights, or to exercise any rights in respect of
any change, conversion or exchange of stock, or in order to make a
determination of stockholders for any other proper purpose. Such date
may not be prior to the close of business on the day such date is fixed.
Such date, in any case, shall be not more than ninety (90) days, and in
case of a meeting of stockholders not less than ten (10) days, before
the date on which the meeting or particular action requiring such
determination of stockholders is to be held or taken. If no record date
is fixed (a) the record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be the later of:
(i) the close of business on the day on which the notice of meeting is
first mailed to any stockholder; or (ii) the 30th day before the
meeting; and (b) the record date for the determination of stockholders
entitled to receive payment of a dividend or an allotment of any other
rights shall be at the close of business on the day on which the
resolution of the Board of Directors, declaring the dividend or
allotment of rights, is adopted.
When a determination of stockholders entitled to vote at any meeting
of stockholders has been made as provided in this section, such
determination shall apply to any adjournment thereof, subject to any
applicable requirement of Section 2.6 for additional notice of the
adjourned meeting.
Section 8.5. STOCK LEDGER. The corporation shall maintain at its
principal office or at the office of its counsel, accountants or
transfer agent, an original or duplicate stock ledger containing the
name and address of each stockholder and the number of shares of stock
of each class held by such stockholder. Such stock ledger may be in
written form or in any other form which can be converted within a
reasonable time into written form for visual inspection.
ARTICLE IX
FISCAL YEAR
The Board of Directors shall have the power, from time to time, to
fix the fiscal year of the corporation, provided that if the Board shall
not have taken action to fix a different fiscal year, the fiscal year of
the corporation shall end on October 31 of each year.
ARTICLE X
DIVIDEND
Dividends upon the shares of stock of the corporation may be
declared by the Board of Directors, subject to the provisions of law and
the Articles of Incorporation. Dividends may be paid in cash, property
or stock of the corporation, subject to the provisions of law, the
Articles of Incorporation and these By-Laws.
ARTICLE XI
CORPORATE SEAL
The Board of Directors may provide for a suitable corporate seal, in
such
<PAGE>
form and bearing such inscriptions as it may determine. Whenever
the corporation is required to affix its corporate seal to a document,
it shall be sufficient to meet the requirements of any law, rule or
regulation relating to a corporate seal to place the word "(seal)"
adjacent to the signature of the authorized officer.
ARTICLE XII
INDEMNIFICATION AND INSURANCE
Section 12.1. The corporation shall indemnify any individual who is
a present or former director or officer of the corporation who, by
reason of his position was, is or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter
collectively referred to as a "Proceeding") against judgments,
penalties, fines, settlements and reasonable expenses actually incurred
by such director or officer in connection with such Proceeding, to the
fullest extent that such indemnification may be lawful under Section
2-418 of the General Corporation Law of Maryland or any provision
enacted as a successor thereto (hereinafter called the "applicable
Maryland statutory provision"). The corporation may pay any reasonable
expenses so incurred by any director or officer in defending a
Proceeding in advance of the final disposition thereof to the fullest
extent that such advance payment may be lawful under the applicable
Maryland statutory provision. Any payment of indemnification or advance
payment of expenses shall be made subject to and in accordance with the
procedures set forth in the applicable Maryland statutory provision.
However, nothing contained in this Section 12.1 shall protect or purport
to protect any director or officer of the corporation against any
liability to which he would otherwise be subject to reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office (any such conduct being
hereinafter called "Disabling Conduct").
Section 12.2. Anything in Section 12.1 to the contrary
notwithstanding, no indemnification shall be made by the corporation to
any director or officer unless:
(a) there is a final decision on the merits by a court or other
body before whom the Proceeding was brought that the director or
officer to be indemnified was not liable by reason of Disabling
Conduct; or
(b) in the absence of such a decision, there is a reasonable
determination, based upon a review of the facts, that the director
or officer to be indemnified was not liable by reason of Disabling
Conduct, which determination shall be made by:
(i) the vote of a majority of a quorum of directors who
are neither "interested persons" of the corporation as defined
in section 1(a)(19) of the 1940 Act, nor parties to the
Proceeding; or
(ii) an independent legal counsel in written opinion.
Section 12.3. Anything in Section 12.1 to the contrary
notwithstanding, any advance payment of expenses by the corporation to
any director or officer of the
<PAGE>
corporation shall be made only upon the undertaking by such director
or officer to repay the advance unless it is ultimately determined that
he is entitled to indemnification as above provided, and only if one of
the following conditions is met:
(a) the director or officer to be indemnified provides a
security for his undertaking; or
(b) the corporation shall be insured against losses arising by
reason of any lawful advances; or
(c) there is a determination, based on a review of readily
available facts, that there is reason to believe that the director
or officer to be indemnified ultimately will be entitled to
indemnification, which determination shall be made by:
(i) a majority of a quorum of directors who are neither
"interested persons" of the corporation, as defined in section
2(a)(19) of the 1940 Act, nor parties to the Proceeding; or
(ii) an independent legal counsel in a written opinion.
Section 12.4. To the fullest extent permitted by the applicable
Maryland statutory provision and Section 17(h) of the 1940 Act, the
corporation may purchase and maintain insurance on behalf of any officer
or director of the corporation, against any liability asserted against
him and incurred by him in and arising out of his position, whether or
not the corporation would have the power to indemnify him against such
liability.
ARTICLE XIII
FEDERAL SUPREMACY
If at a time when the corporation is registered as an investment
company under the 1940 Act, any of the foregoing provisions of these
By-Laws or the General Corporation Law of Maryland shall conflict or be
inconsistent with any applicable provision of the 1940 Act or of any
order thereunder, the applicable provision of the 1940 Act or any order
thereunder shall be controlling and the corporation shall not take any
action thereunder which is in conflict or inconsistent therewith.
Without limiting the generality of the foregoing, if any applicable
provision of the 1940 Act or any order thereunder requires, with respect
to any matter requiring action by the stockholders, the Board of
Directors, a committee of the Board, or a specified group of directors
of the corporation, the affirmative vote of a greater number of shares
or directors than would otherwise be required under the General
Corporation Law of Maryland, the Articles of Incorporation of the
corporation or these By-Laws, then that provision of the 1940 Act or
order thereunder shall be controlling.
ARTICLE XIV
AMENDMENT OF BY-LAWS
These By-Laws may be amended or repealed, and new By-Laws may be
adopted, by vote of the stockholders or by the Board of Directors;
provided, however,
<PAGE>
that any By-Law or amendment to the By-Laws so adopted by the Board
of Directors may be amended or repealed, and any By-Law so repealed by
the Board may be reinstated by vote of the stockholders in which case
the Board shall not thereafter take action with respect to the By-Laws
which is inconsistent with the action so taken by such stockholders; and
provided further, that the Board of Directors shall not have power to
amend or repeal any existing By-Law or to adopt any new By-Law
containing provisions inconsistent with any existing By-Law, which by
its terms may be amended or repealed only by the stockholders.
INVESTMENT MANAGEMENT AGREEMENT
BETWEEN
THE NOAH INVESTMENT GROUP, INC.
AND
POLESTAR MANAGEMENT COMPANY
INVESTMENT MANAGEMENT AGREEMENT, made as of the 26th day of March, 1996,
by and between The Noah Investment Group, Inc., a Maryland corporation
(the "Corporation"), on behalf of its separately designated series, The
Noah Fund (the "Fund"), and Polestar Management Company, a Maryland
corporation ("PMC").
WITNESSETH:
WHEREAS, the Corporation is engaged in business as an open-end
management investment company and is registered as such under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Fund is a separately designated series of shares of
Common Stock of the Corporation; and
WHEREAS, PMC is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended; and
WHEREAS, the Corporation desires to retain PMC to render investment
supervisory and administrative services to the Fund in the manner and on
the terms and conditions hereinafter set forth; and
WHEREAS, the Corporation has been advised by PMC that PMC will
engage the services of Rittenhouse Financial Services, Inc., a
Delaware corporation, as sub-adviser to the Fund (the "Sub-Adviser"),
on the terms and conditions set forth in the form of Sub-Advisory
Agreement attached hereto as Exhibit A.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the parties hereto,
intending to be legally bound, do hereby agree as follows:
1. Duties and Responsibilities of PMC
1.1 Investment Supervisory Services. PMC shall act as
investment manager of the Corporation with respect to the assets of
the Fund and, as such, shall supervise and direct, or cause the
Sub-Adviser to supervise and direct, the investment of the Fund's
assets in accordance with applicable law and the investment
objectives, policies and restrictions set forth in the then-current
Prospectus ("Prospectus") and the then-current Statement of
Additional Information ("SAI") relating to the Fund contained in the
Corporation's Registration Statement under the 1940 Act and the
Securities Act of 1933, as amended (the "1933 Act"), and subject to
such further limitations as the Corporation may, from time to time,
impose by written notice to PMC. PMC shall formulate and implement,
or cause the Sub-Adviser to formulate and implement, a continuing
program for the management of the Fund's assets and resources, and
PMC shall supervise any such investment program formulated by the
Sub-Adviser and monitor the Sub-Adviser's implementation of such
<PAGE>
investment program. In furtherance of these duties and
responsibilities, PMC is authorized, in its discretion and without
prior consultation with the Corporation to, or cause or permit the
Sub-Adviser to: (i) buy, sell, exchange, convert, lend, and
otherwise trade in any stocks, bonds, and other securities or assets
for the Fund, and (ii) place orders and negotiate the commissions
(if any) for the execution of transactions in securities with or
through such brokers, dealers, underwriters or issuers as PMC may
select for the Fund.
1.2 Administrative Services. PMC shall provide such services
required for effective administration of the Corporation and the
Fund as are not provided by employees or other agents engaged by the
Corporation.
1.2.1 Corporate Administrative Services. In providing
corporation administrative services hereunder, PMC shall
(a) Corporate Existence and Records. Maintain the
corporate existence and corporate records of the
Corporation.
(b) Registrations and Qualifications. Maintain the
registrations and qualifications of the Corporation under
federal and state law.
(c) Corporation Personnel. Authorize and permit
individuals who are directors, officers and employees of
PMC who may be elected or appointed as directors,
officers, members of any committee or directors, members
of any advisory board or members of any other committee of
the Corporation to serve in such capacities without
remuneration from or other cost to the Corporation.
1.2.2 Fund Administrative Services. In providing Fund
administrative services hereunder, PMC shall:
(a) Financial Books and Records. Monitor the
financial and accounting functions of the Fund and assure
that all financial, accounting and other records required
to be maintained and preserved by the Corporation which
relate to the Fund are maintained and preserved by the
Corporation or on its behalf in accordance with applicable
laws and regulations.
(b) Registrations and Qualifications. Maintain the
registrations and qualifications of Fund shares under
federal and state law.
(c) Agents. Maintain liaison with and supervise and
coordinate the activities of various agents employed by
the Corporation on behalf of the Fund, including the
Corporation's transfer agent, custodian, independent
accountants and legal counsel.
(d) Shareholder Servicing, Reports and Other
Communications. Provide shareholder servicing and assist
the Corporation in developing and preparing all general
Fund shareholder communications, including regular Fund
shareholder reports.
(e) Office Space, Equipment and Services. Furnish
without cost to the Corporation, or provide and pay the
cost of such office space, office equipment and office
services as are adequate for the Fund's needs.
(f) Personnel. Provide, without remuneration from or
other cost to the Corporation, the services of individuals
competent to perform all of the Fund's executive,
administrative and clerical functions which are not
performed by employees or other agents engaged by the
Corporation.
<PAGE>
2. Allocation of Expenses
2.1 Expenses Paid by PMC; Reimbursement of Certain Expenses.
PMC shall pay all salaries, expenses, and fees of the officers,
directors and employees of the Corporation performing functions for
the Fund who are affiliated with PMC; provided, that if, but only
if, there is a separate agreement relating thereto, the Corporation
shall reimburse to PMC and charge to the Fund the expenses incurred
by PMC in responding to telephonic inquires from, and in mailing
information to, Fund shareholders and brokers requesting information
on behalf of Fund shareholders, regarding matters such as
shareholder account or transaction status, net asset value of Fund
shares, Fund performance and general information about the Fund
("Supplementary Shareholder Services"). The expenses to be
reimbursed to PMC shall include the portion of the cost of employee
compensation, telephone charges, office space, office equipment and
office services properly allocable to the Supplementary Shareholder
Services. The payment or assumption by PMC of any expense of the
Corporation that PMC is not required by this Agreement to pay or
assume shall not obligate PMC to pay or assume the same or any
similar expense of the Corporation on any subsequent occasion.
2.2 Expenses Paid by Corporation. The Corporation shall bear
all of its corporate expenses and all expenses of the Fund's
organization, operations, and business not specifically assumed or
agreed to be paid by PMC as provided in this Agreement or in any
separate agreement between the Corporation and PMC. In particular,
but without limiting the generality of the foregoing, the
Corporation shall bear and shall charge to the Fund the Fund's
allocable share of the following expenses:
2.2.1 Custody and Accounting Services. Charges of
depositories, custodians and other agents for the transfer,
receipt, safekeeping, servicing and accounting for the Fund's
cash, securities, and other property.
2.2.2 Distribution Expenses. Fund distribution expenses
paid pursuant to any plan of distribution adopted in accordance
with the provisions of Rule 12b-1 under the 1940 Act ("Rule
12b-1 Plan") and service fees as defined by The National
Association of Securities Dealers, Inc.
2.2.3 Shareholder Servicing. Expenses of maintaining and
servicing Fund shareholder accounts, including all charges of
the Fund's transfer, shareholder recordkeeping, dividend
disbursing, redemption, and other agents, if any, engaged by
the Fund to service shareholder accounts.
2.2.4 Shareholder Communications. Expenses of preparing,
setting in type, printing, and distributing reports and other
communications to Fund shareholders.
2.2.5 Shareholder Meetings. Expenses incidental to
holding meetings of shareholders of the Corporation in which
shareholders of the Fund participate, including the printing of
notices and proxy materials, and proxy solicitation therefor.
2.2.6 Prospectuses. Expenses of preparing, setting in
type, printing and mailing of annual or more frequent revisions
of the Prospectus and SAI relating to the Fund, including any
supplements thereto, and of supplying them to
<PAGE>
current Fund shareholders.
2.2.7 Pricing. Expenses of computing the Fund's net asset
value per share, including the cost of any equipment or
services used for obtaining price quotations.
2.2.8 Communications Equipment. Charges for equipment or
services used for communication with respect to the Fund
between PMC, the SubAdviser or the Corporation and the
custodian, transfer agent or any other agent selected by the
Corporation.
2.2.9 Legal and Accounting Fees and Expenses. Charges for
services and expenses of legal counsel and independent auditors
employed by the Corporation with respect to matters affecting
the Fund.
2.2.10 Directors' Fees and Expenses. Compensation of
directors, other than those affiliated with PMC, and all
expenses incurred in connection with their service.
2.2.11 Federal Registration Fees. Fees and expenses of
registering and maintaining the registration of the Corporation
under the 1940 Act and the registration of the Fund's shares
under the 1933 Act, including all fees and expenses incurred in
connection with the preparation, setting in type, printing, and
filing of the Corporation's Registration Statement under the
1940 Act and the 1933 Act, and the Prospectus and SAI relating
to the Fund contained therein, and any amendments or
supplements thereto that may be made from time to time.
2.2.12 State Registration Fees. Fees and expenses of
qualifying and maintaining qualification of the Corporation or
the Fund as appropriate, and of the Fund's shares for sale
under securities laws of various states or jurisdictions, and
of registration and qualification of the Corporation or the
Fund, as appropriate, under all other laws applicable to the
Corporation or the Fund, as appropriate, or its business
activities (including registering the Corporation as a
broker-dealer, or any officer of the Corporation or any person
as agent or salesman of the Corporation in any state).
2.2.13 Issue and Redemption of Fund Shares. Expenses
incurred in connection with the issue, redemption, and transfer
of Fund shares, including the expense of confirming all share
transactions, and of preparing and transmitting the Fund's
stock certificates.
2.2.14 Bonding and Insurance. Expenses of bond,
liability, and other insurance coverage required by law or
deemed advisable by the Corporation's Board of Directors.
2.2.15 Brokerage Commissions. Brokers' commissions and
other charges incident to the purchase, sale, or lending of the
Fund's portfolio securities.
2.2.16 Taxes. Taxes or governmental fees payable by or
with respect to the Fund to federal, state, or other
governmental agencies, domestic or foreign, including stamp or
other transfer taxes.
2.2.17 Trade Association Fees. Fees, dues, and other
expenses incurred in connection with the Corporation's or the
Fund's membership in any trade association or other investment
organization.
<PAGE>
2.2.18 Nonrecurring and Extraordinary Expenses. Such
nonrecurring expenses as may arise, including the costs of
actions, suits or proceedings relating to the Corporation or
the Fund to which the Corporation is a party and any expenses
the Corporation may incur as a result of the Corporation's
legal obligation to provide indemnification to its officers,
directors, and agents.
2.2.19 Organizational Expenses. PMC shall pay or assume
all organizational expenses of the Fund, and the Fund shall
reimburse PMC for such organizational expenses paid or assumed
at such time or times and subject to such condition or
conditions as shall be specified in the Registration Statement
pursuant to which the Fund makes the initial public offering of
its shares.
3. Management Fee
3.1 Fee. As compensation for all services rendered, facilities
provided and expenses paid or assumed by PMC under this Agreement,
the Corporation shall pay PMC a fee calculated at the annual rate of
1% of the average of the total net assets of the Fund, determined as
of the close of business on each day and, in the case of any day
which is not a business day, determined as of the close of business
on the last preceding business day.
3.2 Method of Computation. The management fee shall accrue on
each calendar day and the sum of the daily fee accruals shall be
paid monthly to PMC on the first business day of the next succeeding
calendar month. The daily fee accruals shall be computed by
multiplying the fraction of one over the number of calendar days in
the year by the applicable annual management fee rate described in
paragraph 3.1 hereof, and multiplying this product by the net assets
of the Fund as determined in accordance with the Fund's Prospectus
as of the close of business on the last preceding business day on
which the Fund's net asset value was determined.
3.3 Proration of Fee. If this Agreement becomes effective or
terminates before the end of any month, the management fee for the
period from the effective date to the end of such month or from the
beginning of such month to the date of termination, as the case may
be, shall be prorated according to the proportion which such period
bears to the full month in which such effectiveness or termination
occurs.
3.4 State Expense Limitation. If in any fiscal year the Fund's
operating expenses (including any fees or expense reimbursements
payable to PMC pursuant to this Agreement, any compensation payable
to PMC pursuant to any other agreement or arrangement with the
Corporation on behalf of the Fund but excluding expenses under any
Fund Rule 12b-1 Plan, service fees (as defined by The National
Association of Securities Dealers, Inc.), interest, taxes or
brokerage commissions and litigation and indemnification expenses
and other extraordinary expenses not incurred in the ordinary course
of the Fund's business, and hereinafter called "Fund Operating
Expenses") exceed the lowest applicable percentage expense
limitation imposed under the securities law and regulations of any
state in which the Fund's shares are qualified for sale (the "State
Expense Limitation"), the management fee payable to PMC under this
Agreement shall be reduced by the amount of such excess; provided,
that PMC shall have no obligation hereunder to reimburse the
Corporation for any expenses
<PAGE>
which exceed the management fee.
Any reduction in the management fee shall be made monthly, by
annualizing the Fund's expenses for each month as of the last day of
such month. An adjustment shall be made on or before the last day of
the first month of the next succeeding fiscal year if Fund Operating
Expenses for such fiscal year do not exceed the State Expense Limitation
or if for such fiscal year there is no applicable State Expense
Limitation.
4. Brokerage
The approval of this Agreement, from time to time, by the Board of
Directors of the Corporation on behalf of the Fund constitutes
authorization of PMC, in carrying out its duties under Paragraph 1.1, to
cause or permit the Sub-Adviser to select the brokers or dealers that
will execute the purchases and sales of portfolio securities for the
Fund and place, in the name of the Fund or its nominee, all such orders.
When placing such orders, the Sub-Adviser shall use its best efforts to
obtain the best available price and most favorable execution for the
Fund.
In assessing the best overall terms available for any transaction,
the Sub-Adviser shall consider all factors that it deems relevant,
including the breadth of the market in the security, the price of the
security, the financial condition and execution capability of the broker
or dealer, and the reasonableness of the commission, if any, both for
the specific transaction and on a continuing basis. In evaluating the
best overall terms available, and in selecting the broker-dealer to
execute a particular transaction, the Sub-Adviser may also consider the
brokerage and research services (as those terms are defined in Section
28(e) of the Securities Exchange Act of 1934) provided to the Fund
and/or other accounts over which the Sub-Adviser [or an affiliate of the
Sub-Adviser] exercises investment discretion. The Sub-Adviser is
authorized to pay to a broker or dealer who provides such brokerage and
research services a commission for executing a portfolio transaction for
the Fund which is in excess of the amount of commission another broker
or dealer would have charged for effecting that transaction if the
Sub-Adviser determines in good faith that such commission was reasonable
in relation to the value of the brokerage and research services provided
by such broker or dealer -- viewed in terms of that particular
transaction or in terms of the overall responsibilities of the
Sub-Adviser to the Fund. To the extent that the purchase or sale of
securities or other investments of the same issuer may be deemed by the
Sub-Adviser to be suitable for two or more accounts managed by the
Sub-Adviser, the available securities or investments may be allocated in
a manner believed by the Sub-Adviser to be equitable to each account. It
is recognized that in some cases this procedure may adversely affect the
price paid or received by the Fund or the size of the position obtainable
for or disposed of by the Fund.
5. PMC's Use of the Services of Others
PMC or the Sub-Adviser may (at its cost except as contemplated by
paragraph 4 of this Agreement) employ, retain or otherwise avail itself
of the services and facilities of persons and entities within its own
organization or any other organization for the purpose of providing PMC,
the Sub-Adviser, the Corporation or the Fund with such information,
advice or assistance, including, but not limited to, advice regarding
economic factors and trends and advice as to transactions in specific
<PAGE>
securities, as PMC or the Sub-Adviser may deem necessary,
appropriate or convenient for the discharge of its obligations hereunder
or otherwise helpful to PMC, the Sub-Adviser, the Corporation or the
Fund, or in the discharge of PMC's or the Sub-Adviser's overall
responsibilities with respect to the other accounts which it serves as
investment manager.
6. Ownership of Records
All records required to be maintained and preserved by the
Corporation or the Fund pursuant to the provisions of rules or
regulations of the Securities and Exchange Commission under Section
31(a) of the 1940 Act and maintained and preserved by PMC on behalf of
the Corporation or the Fund are the property of the Corporation and will
be surrendered by PMC promptly on request by the Corporation.
7. Reports to PMC
The Corporation shall furnish or otherwise make available to PMC
such copies of the Prospectus, SAI, financial statements, proxy
statements, reports and other information relating to the Fund or its
business and affairs as PMC may, at any time or from time to time,
reasonably require in order to discharge its obligations under this
Agreement.
8. Reports to Corporation
PMC shall furnish to or place at the disposal of the Corporation
such information, reports, evaluations, analyses and opinions as the
Corporation may, at any time or from time to time, reasonably request
with respect to the Fund or as PMC may deem helpful to the Fund.
9. Services to Other Clients
Nothing herein contained shall limit the freedom of PMC or any
affiliated person of PMC to render investment supervisory and
administrative services to other investment supervisory and
administrative services to other investment companies (including, but
not limited to, one or more series of shares of the Corporation), to act
as investment adviser or investment counselor to other persons, firms or
corporations, or to engage in other business activities; but so long as
this Agreement or any extension, renewal or amendment hereof shall
remain in effect or until PMC shall otherwise consent and subject to the
appointment of the Sub-Investment Adviser, PMC shall be the only
investment manager of the Fund.
10. Limitation of Liability of PMC
Neither PMC nor any officer, director, or employee of PMC performing
services for the Fund at the direction or request of PMC in connection
with PMC's discharge of its obligations hereunder shall be liable for
any error of judgment or mistake of law or for any loss suffered by the
Fund in connection with any matter to which this Agreement relates;
provided, that nothing herein contained shall be construed (i) to
protect PMC against any liability to the Corporation or its shareholders
to which PMC would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of PMC's
duties under this Agreement or (ii) to protect any director, officer or
employee of PMC who is or was a director or officer of the Corporation
against liability to the Corporation or its shareholders to which such
person would otherwise by subject by reason of willful misfeasance, bad
faith, or gross negligence, in the performance of his or her duties, or
by reason of reckless disregard
<PAGE>
of his or her obligations and duties involving the conduct of his or
her office.
11. Retention of Sub-Adviser
Subject to the Fund's obtaining the initial and periodic approvals
required under Section 15 of the 1940 Act, PMC shall retain the
Sub-Adviser and shall enter into an agreement with the Sub-Adviser.
The retention of the Sub-Adviser shall be at the risk, cost and expense
of PMC. Retention of the Sub-Adviser shall in no way reduce the
responsibilities or obligations of PMC under this Agreement and PMC
shall be responsible to the Corporation for all acts or omissions of the
Sub-Adviser in connection with the performance of PMC's duties
hereunder. PMC shall pay and shall be solely responsible for the
payment of the fees of the Sub-Adviser for the performance of its
services for the Fund.
12. Term of Agreement
The term of this Agreement shall begin on the day and year first
above written, and unless sooner terminated as hereinafter provided,
shall continue in effect through March 1, 1998. Thereafter, this
Agreement shall continue in effect with respect to the Fund from year to
year, subject to the termination provisions and all other terms and
conditions hereof, provided such continuance with respect to the Fund is
approved at least annually by a vote of a majority of the directors of
the Fund who are not parties to this Agreement or interested person of
any such party; and provided, further, that PMC shall not have notified
the Corporation in writing at least sixty (60) days prior to April 30,
1990 or at least sixty (60) days prior to April 30 of any year
thereafter that it does not desire such continuation, but no such notice
shall be effective until the Corporation shall have contracted with one
or more persons to serve as successor investment adviser and manager for
the fund and such persons(s) shall have assumed such position. PMC
shall furnish to the Corporation promptly upon its request, such
information as may reasonably be necessary to evaluate the terms of this
Agreement or any extension, renewal or amendment thereof.
13. Amendment or Assignment of Agreement
Any amendment of this Agreement shall be in writing and signed by
the parties hereto; provided, that no such amendment shall be effective
unless authorized on behalf of the Corporation (i) by resolution of the
Corporation's Board of Directors, including the vote or written consent
of a majority of the Fund's directors who are not parties to this
Agreement or interested persons of any such party, and (ii) by vote of a
majority of the outstanding voting securities of the Fund. This
Agreement shall terminate automatically and immediately in the event of
its assignment.
14. Termination of Agreement
This Agreement may be terminated at any time by either party hereto,
without the payment of any penalty, upon sixty (60) days' prior written
notice to the other party; provided, that in the case of termination by
the Corporation, such action shall have been authorized (i) by
resolution of the Corporation's Board of Directors, including the vote
or written consent of a majority of the directors of the Fund who are
not parties to this Agreement or interested persons of any such party or
(ii) by vote of a majority of the outstanding voting securities of the
Fund; and provided further, that in the case of termination of PMC, such
termination shall not be effective
<PAGE>
until the Corporation shall have contracted with one or more persons
to serve as successor investment adviser and manager for the Fund and
such person(s) shall have assumed such position.
15. Miscellaneous
15.1 Notices. Any notice under this Agreement shall be given
in writing, addressed and delivered, or mailed postpaid, (a) if to
PMC, to Polestar Management Co., Inc., 975 Delchester Road, Newtown
Square, PA 19073; and (b) if to the Corporation, at the foregoing
office of PMC.
15.2 Captions. The captions contained in this Agreement are
included for convenience of reference only and in no way define or
delineate any of the provisions hereof or otherwise affect their
construction or effect.
15.3 Interpretation. Nothing herein contained shall be deemed
to require the Corporation to take any action contrary to its
Charter or By-laws, or any applicable statutory or regulatory
requirement to which it is subject or by which it is bound, or to
relieve or deprive the directors of the Corporation of their
responsibility for and control of the conduct of the affairs of the
Fund.
15.4 Definitions. Any question of interpretation of any term
or provision of this Agreement having a counterpart in or otherwise
derived from a term or provision of the Act shall be resolved by
reference to such term or provision of the Act and to
interpretations thereof, if any, by the United States courts or, in
the absence of any controlling decision of any such court, by rules,
regulations or orders of the Securities and Exchange Commission
validly issued pursuant to the Act. Specifically, the terms "vote
of a majority of the outstanding voting securities", "interested
person", "assignment", and "affiliated person", shall have the
meanings assigned to them by Section 2(a) of the 1940 Act. In
addition, where the effect of a requirement of the Act reflected in
any provision of this Agreement is modified, interpreted or relaxed
by a rule, regulation or order of the Securities and Exchange
Commission, whether of special or of general application, such
provision shall be deemed to incorporate the effect of such rule,
regulation or order.
15.5 Execution in Counterparts. This Agreement may be executed
simultaneously in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the
same instrument.
15.6 Governing Law. Except insofar as the 1940 Act or other
federal laws and regulations may be controlling, this Agreement
shall be governed by, and construed and enforced in accordance with,
the internal laws of the State of Pennsylvania.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be signed by their respective officers thereunto duly authorized and
their respective corporate seals to be hereunto affixed, as of the day
and year first above written.
Attest: THE NOAH INVESTMENT GROUP, INC.
/s/ Martin V. Miller /s/ William L. Van Alen, Jr.
____________________________ BY: _________________________________
Ass't Secretary
<PAGE>
Attest: POLESTAR MANAGEMENT COMPANY
/s/ Veronica Malchione /s/ William L. Van Alen, Jr.
____________________________ BY: _________________________________
Ass't Secretary
1 SUB-ADVISORY AGREEMENT
SUB-ADVISORY AGREEMENT, made as of the _____ day of ____________,
1995, by and between POLESTAR MANAGEMENT COMPANY, a New York corporation
("Polestar Management"), and RITTENHOUSE FINANCIAL SERVICES, INC., a
Delaware corporation ("Rittenhouse").
W I T N E S S E T H :
WHEREAS, Polestar Management and The Noah Investment Group, Inc., a
Maryland corporation (the "Corporation"), on behalf of its separately
designated series, The Noah Fund (the "Fund"), have entered into an
Investment Management Agreement dated as of the date hereof (the
"Investment Management Agreement") pursuant to which Polestar Management
will provide investment supervisory and administrative services to the
Fund; and
WHEREAS, Polestar Management wishes to engage the services of
Rittenhouse as Sub-Adviser to the Fund; and
WHEREAS, Rittenhouse is willing to perform sub-advisory services on
behalf of the Fund upon the terms and conditions and for the
compensation hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual
covenants and agreements hereinafter set forth, the parties hereto,
intending to be legally bound, hereby agree as follows:
1. Polestar Management hereby employs Rittenhouse to serve as sub-
adviser with respect to the assets of the Fund under the management of
Polestar Management and to perform the services hereinafter set forth.
Rittenhouse hereby accepts such employment and agrees for the
compensation herein provided to assume all obligations herein set forth
and to bear all expenses of its performance of such obligations (but no
other expenses).
2. Rittenhouse shall supervise and direct the investment of the
Fund's assets in accordance with applicable law and the investment
objectives, policies and restrictions set forth in the then-current
Prospectus and the then-current Statement of Additional Information
relating to the Fund contained in the Corporation' s Registration
Statement under the Investment Company Act of 1940, as amended (the
"1940 Act") and the Securities Act of 1933, as amended, and subject to
such further limitations as the Corporation may, from time to time,
impose by written notice to Polestar Management, provided that Polestar
Management shall have informed Rittenhouse, in writing, of such further
limitations imposed by the Corporation. Rittenhouse shall formulate and
implement a continuing program for the management of the Fund's
<PAGE>
assets and resources. Rittenhouse shall amend and update such
program, from time to time, as financial and other economic conditions
warrant.
3. Rittenhouse shall make all determinations with respect to the
investment of the assets of the Fund and the purchase or sale of
portfolio securities, and shall take such steps as may be necessary to
implement the same. Such services shall include determining the manner
in which voting rights, rights to consent to corporate action, and any
other non-investment decisions pertaining to the Fund's portfolio
securities should be exercised in accordance with the Fund's investment
policies and restrictions.
4. Rittenhouse shall regularly furnish reports to Polestar
Management for Polestar Management's use in discharging its obligations
under the Investment Management Agreement, which reports may be
distributed by Polestar Management to the Corporation at periodic
meetings of the Corporation's Board of Directors and at such other times
as may be reasonably requested by the Corporation's Board of Directors.
Such reports shall include Rittenhouse's economic outlook and investment
strategy and a discussion of the portfolio activity and the performance
of the Fund since the last report and for such other relevant periods as
shall be mutually agreed upon. Copies of all such reports shall be
furnished to Polestar Management for examination and review within a
reasonable time prior to the presentation of such reports to the
Corporation's Board of Directors.
Rittenhouse shall furnish the Corporation's Board of Directors with
schedules of the securities in the Fund's portfolio on a quarterly
basis. At the Board's request and otherwise when Rittenhouse deems it
appropriate, it will prepare and provide the Board with schedules of
securities or other statistical data regarding the activity and
positions in the Fund's portfolio.
5. Rittenhouse shall select the brokers or dealers that will execute
the purchases and sales of portfolio securities for the Fund and place,
in the name of the Fund or its nominee, all such orders. When placing
such orders, Rittenhouse shall use its best efforts to obtain the best
available price and most favorable execution for the Fund.
In assessing the best overall terms available for any transaction,
Rittenhouse shall consider all factors that it deems relevant, including
the breadth of the market in the security, the price of the security,
the financial condition and execution capability of the broker or
dealer, and the reasonableness of the commission, if any, both for the
specific transaction and on a continuing basis. In evaluating the best
overall terms available, and in selecting the broker-dealer to execute a
particular transaction, Rittenhouse may also consider the brokerage and
research services (as those terms are defined in Section 28(e) of the
Securities Exchange Act of 1934) provided to the Fund and/or other
accounts over which Rittenhouse, or an affiliate of Rittenhouse,
exercises investment discretion. Rittenhouse is authorized to pay to a
broker or dealer who provides such brokerage and research services a
commission for
<PAGE>
executing a portfolio transaction for the Fund which is in excess of
the amount of commission another broker or dealer would have charged for
effecting that transaction if Rittenhouse determines in good faith that
such commission was reasonable in relation to the value of the brokerage
and research services provided by such broker or dealer -- viewed in
terms of that particular transaction or in terms of the overall
responsibilities of Rittenhouse to the Fund. To the extent that the
purchase or sale of securities or other investments of the same issuer
may be deemed by Rittenhouse to be suitable for two or more accounts
managed by Rittenhouse, the available securities or investments may be
allocated in a manner believed by Rittenhouse to be equitable to each
account. It is recognized that in some cases this procedure may
adversely affect the price paid or received by the Fund or the size of
the position obtainable for or disposed of by the Fund.
Rittenhouse shall promptly communicate to Polestar Management and,
if requested by Polestar Management, to the Corporation's Board of
Directors, such information relating to portfolio transactions as
Polestar Management may reasonably request. The parties understand that
the Corporation shall bear all brokerage commissions and ordinary and
reasonable transaction costs in connection with purchases and sales of
portfolio securities for the Fund and all ordinary and reasonable
transaction costs in connection with purchases of such securities in
private placements and subsequent sales thereof.
6. Rittenhouse may (at its cost except as contemplated by paragraph
5 of this Agreement) employ, retain or otherwise avail itself of the
services and facilities of persons and entities within its own
organization or any other organization for the purpose of providing
Rittenhouse, Polestar Management, the Corporation or the Fund with such
information, advice or assistance, including, but not limited to, advice
regarding economic factors and trends and advice as to transactions in
specific securities, as Rittenhouse may deem necessary, appropriate or
convenient for the discharge of its obligations hereunder or otherwise
helpful to Polestar Management, the Corporation or the Fund, or in the
discharge of Rittenhouse's overall responsibilities with respect to the
other accounts which it serves as investment manager.
7. Rittenhouse will not receive a fee for providing its services
required of it hereunder until the first time that the net asset value
of the Fund shall average $100,000,000 for a thirty-day period. At such
time and thereafter until the Agreement shall terminate, Polestar
Management shall pay to Rittenhouse for all services rendered by
Rittenhouse under this Agreement a fee calculated at the annual rate of
.25% of the average of the total net asset value of the Fund, determined
as of the close of business on each day and, in the case of any day
which is not a business day, determined as of the close of business on
the last preceding business day, of all of the issued and outstanding
shares of the Fund ("average asset value").
The sub-advisory fee, calculated as aforesaid, shall accrue on each
calendar day, and the sum of the daily fee accruals shall be paid
monthly to Rittenhouse on the
<PAGE>
first business day of the next succeeding calendar month. The daily
fee accruals shall be computed by multiplying the fraction of one over
the number of calendar days in the year by the applicable annual
sub-advisory fee rate described above, and multiplying this product by
the net assets of the Fund as determined in accordance with the Fund's
then-current Prospectus as of the close of business on the previous
business day on which the Fund's net asset value was determined.
Rittenhouse shall not be entitled to receive any payment for the
performance of its services hereunder from the Fund and shall look
solely and exclusively to Polestar Management for payment of all fees
for such services.
8. (a) Rittenhouse has assumed no responsibility under this
Agreement other than to render the services called for hereunder.
Rittenhouse shall not be liable for any error of judgment or mistake of
law or for any loss suffered by the Corporation or Polestar Management
in connection with the performance of this Agreement, except a loss
resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services or a loss resulting from willful misfeasance,
bad faith or gross negligence on the part of Rittenhouse in the
performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement.
(b) Rittenhouse agrees to indemnify Polestar Management with
respect to any loss, liability, judgment, cost or penalty which Polestar
Management may directly or indirectly suffer or incur in any way arising
out of or in connection with any material breach of this Agreement by
Rittenhouse. Polestar Management agrees to indemnify Rittenhouse with
respect to any loss, liability, judgment, cost or penalty which
Rittenhouse may directly or indirectly suffer or incur in any way
arising out of the performance of its duties under this Agreement as
provided in paragraph 8(c).
(c) Rittenhouse shall be entitled to full indemnification from
Polestar Management for any loss, liability, judgment, cost or penalty
arising from (1) any act by any person or entity (including Polestar
Management) for which Rittenhouse was not involved directly in either
the act itself or the decision making process leading up to such act;
(2) any act by Rittenhouse taken upon the written instructions of
Polestar Management or (3) the performance of Rittenhouse's duties under
this Agreement; provided, however, Rittenhouse shall not be entitled to
indemnity under clause (3) of this sentence for any loss, liability,
judgment, cost or penalty resulting from willful misfeasance, bad faith
or negligence in the performance of its duties, or by reason of its
reckless disregard of its obligations and duties, under this Agreement.
9. (a) This Agreement shall become effective on the day and year
first above written and unless sooner terminated as hereinafter
provided, shall continue in effect through March 31, 1996. Thereafter,
this Agreement shall continue in effect from year to year, so long as
its continuance is approved in the manner required by the
<PAGE>
1940 Act.
(b) This Agreement may be terminated at any time without the
payment of any penalty, (i) by the Board of Directors of the
Corporation, (ii) by the vote of a majority of the outstanding voting
securities of the Fund, (iii) by Polestar Management on sixty (60) days'
prior written notice to Rittenhouse, or (iv) by Rittenhouse on sixty
(60) days' prior written notice to the Fund. This Agreement shall
terminate automatically in the event of its assignment, or upon
termination of the Investment Management Agreement between the
Corporation and Polestar Management. No provision of this Agreement may
be changed, discharged or terminated orally, but only by an instrument
in writing signed by the party against which enforcement of the change,
discharge or termination is sought.
(c) As used in this Agreement the terms "assignment", "interested
person" and "vote of a majority of the outstanding voting securities" of
the Fund shall have the meanings set forth for such terms in the 1940
Act.
(d) Any notice under this Agreement shall be given in writing,
addressed and delivered, or mailed postpaid (i) if to Rittenhouse, to
Rittenhouse Financial Services, Inc., Two Radnor Corporate Center, Suite
420, Radnor, PA 19087-4599; (ii) if to Polestar Management, to Polestar
Management Company, P.O. Box 727, Edgemont, PA 19028; and (iii) if to
the Corporation, at the foregoing office of Polestar Management.
10. Nothing in this Agreement shall limit or restrict the right of
any director, officer, or employee of Rittenhouse to engage in any other
business or to devote his or her time and attention, in part, to the
management or other aspects of any other business, whether of a similar
nature or a dissimilar nature, nor to limit or restrict the right of
Rittenhouse to engage in any other business or to render services of any
kind to any other corporation, firm, individual or association.
11. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby. This Agreement shall
be binding upon and shall inure to the benefit of the parties hereto.
12. Except insofar as the 1940 Act or other federal laws and
regulations may be controlling, this Agreement shall be governed by, and
construed and enforced in accordance with the internal laws of the
Commonwealth of Pennsylvania without regard to conflict of law
provisions.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first above written.
ATTEST: POLESTAR MANAGEMENT COMPANY
<PAGE>
______________________________ BY: _____________________________________
Secretary
ATTEST: RITTENHOUSE FINANCIAL SERVICES, INC.
______________________________ BY: _____________________________________
Secretary
Law Offices of
MARTIN V. MILLER
10 EAST COURT STREET
DOYLESTOWN, PA 18901-4300
TELEPHONE FAX/MODEM
(215) 345-7110 (215) 345-7377
(215) 345-7115
April 1, 1996
The Noah Investment Group, Inc.
975 Delchester Road
Newtown Square, PA 19073
Gentlemen:
As counsel for The Noah Investment Group, Inc., a Maryland corporation,
("Company"), I have been requested to provide to you this opinion with
respect to the securities of the Noah Fund, a series of the Company ("Fund").
In connection with rendering this opinion, I have examined and am
familiar with the Articles of Amendment and Restatement of Charter of
the Company, the Company's bylaws and minutes of corporate proceedings
found in the official minute book of the Company.
Based upon the foregoing and subject to the limitations stated herein,
it is my opinion that:
1. The Company is a validly organized and subsisting corporation
and is in good standing under the laws of the State of Maryland. The
Company is legally authorized under its Articles, as amended, to
issue 500,000,000 shares of one-tenth of a cent par value common
capital stock in classes of shares. Inititally, the shares of capital
stock of the Company shall be all of one class and shall be issued
with respect to the Fund. The shares will be issued at prices
determined in the manner described in the currently effective
prospectus of the Company.
2. The shares of the Company issued with respect to the Fund,
when properly registered under all applicable Federal and State
securities laws will be validly issued, fully paid and non-assessable
shares of the Company.
This opinion is given as of the date hereof.
<PAGE>
The Noah Investment Group, Inc.
April 1, 1996
I consent to the use of this opinion in Pre-Effective Amendment No. 2
to the Registration Statement of the Company on Form N-1A.
Very truly yours,
/s/ Martin V. Miller
MARTIN V. MILLER
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report, and to all references to our firm, included in or made a part of
this registration statement on Form N-1A (Registration Statement File No.
811-8058) for the Noah Investment Group, Inc.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
April 16, 1996.
Exhibit No. 16
Beginning Net Ending Annual Cumulative
Year Balance Growth Balance Expenses Expenses
- ---- --------- ------ ------- -------- ----------
1 1,000 33 1,033 18 18
2 1,033 34 1,066 18 36
3 1,066 35 1,101 19 55
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Pre-Effective Amendment No. 2 to its Registration Statement to be signed
on its behalf by the undersigned, hereunto duly authorized in Newtown
Square, Commonwealth of Pennsylvania, on the 11th day of April, 1996.
THE NOAH INVESTMENT GROUP, INC.
/s/ William L. Van Alen, Jr.
By: ____________________________
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the date indicated:
NAME TITLE DATE
/s/ William L. Van Alen, Jr. April 11, 1996
_________________________________ Director, _________________
WILLIAM L. VAN ALEN, JR. President and
Treasurer
/s/ Christian G. Kling April 10, 1996
_________________________________ Director, Executive _________________
CHRISTIAN G. KLING Vice President &
Secretary
/s/ James L. Van Alen, II April 11, 1996
_________________________________ Director _________________
JAMES L. VAN ALEN, II
/s/ Christina Jaumotte De Galavis April 12, 1996
_________________________________ Director _________________
CHRISTINA JAUMOTTE DE GALAVIS
/s/ Roger J. Knake April 10, 1996
____________________________ Director _________________
ROGER J. KNAKE
/s/ George R. Jensen, Jr. April 10, 1996
____________________________ Director _________________
GEORGE R. JENSEN, JR.
