U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer: THE NOAH INVESTMENT GROUP, INC.-
THE NOAH FUND
975 DELCHESTER ROAD
NEWTOWN SQUARE, PA 19073
2. Name of each series or class of funds for which this notice
is filed:
NOT APPLICABLE
3. Investment Company Act File Number: 811-8058
Securities Act File Number: 33-69798
4. Last day of fiscal year for which this notice is filed:
OCTOBER 31, 1996
5. Check box if this notice is being filed more than 180 days
after the close of the issuer's fiscal year for purposes of
reporting securities sold after the close of the fiscal year but
before termination of the issuer's 24f-2 declaration: [ ]
6. Date of termination of issuer's declaration under rule 24f-2
(a)(1), if applicable (see Instruction A.6):
NOT APPLICABLE
7. Number and amount of securities of the same class or series
which had been registered under the Securities Act of 1933 other
than pursuant to rule 24f-2 in a prior fiscal year, but which
remained unsold at the beginning of the fiscal year:
0
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
0
9. Number and aggregate sale price of securities sold during the
fiscal year:
NUMBER: 44,000
AMOUNT: $449,558
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to rule
24f-2:
NUMBER: 44,000
AMOUNT: $449,558
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment plans,
if applicable (see Instruction B.7):
NUMBER: 0
AMOUNT: $0
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10):
$449,558
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable):
+
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable):
-
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable):
+ 0
(v) Net aggregate price of securities sold and issued during
the fiscal year in reliance on rule 24f-2 [line (i), plus line
(ii), less line (iii), plus line (iv)] (if applicable):
$449,558
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation (see
Instruction C.6):
x1/3300
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$136
Instruction: Issuers should complete lines (ii), (iii), (iv),
and (v) only if the form is being filed within 60 days after the
close of the issuer's fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in Section 3a of the
Commission's Rules of Informal and Other Procedures (17 CFR
202.3a).
[x]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
December 26, 1996
SIGNATURES
This report has been signed below by the following persons on
behalf of the issuer and in the capacities and on the dates
indicated.
By (Signature and Title) * /s/ William Van Alen
William Van Alen
President
Date December 26, 1996
*Please print the name and title of the signing officer below
the signature.
December 19, 1996
The Board of Directors
The Noah Investment Group, Inc.
975 Delchester Road
Newtown Square, PA 19073
Dear Board Members:
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 issued with respect to
the Noah Fund, a series of the Company.
In connection with rendering this opinion, I have examined and
am familiar with the Articles of Amendment and Restatement of
Charter of the Company, as amended; 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:
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 shares of one-tenth of one cent par
value common capital stock in classes of shares. The shares of
Company stock that have been issued to date have all been issued
with respect to the Noah Fund. The shares were issued at prices
determined in the manner described in the prospectus relating to
the Noah Fund in effect at the time of the issuance of the
shares.
The Company shares issued with respect to the Noah Fund were
validly issued, fully paid and non-assessable stock of the
Company
This opinion is given as of the date hereof.
I consent to the use of this opinion as an exhibit to Form 24F-2
filed with respect to fiscal year ended October 31, 1996 .
Very truly yours,
Martin V. Miller
