AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON 11/27/96
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. ______ / /
Post-Effective Amendment No. 1 / X /
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / X /
Amendment No. 1
(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):
/ X / 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.
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
November 29, 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
November 29, 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. 26 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.
- -----------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
MAY 17,1996 (1)
THROUGH
Per Share Data: OCTOBER 31, 1996
----------------
Net asset value, beginning of period ..................... $10.00
------
Income from investment operation:
Net investment income .................................. 0.04
Net realized and unrealized gain on investments ........ 0.55
----
Total from investment operations ....................... 0.59
----
Net asset value, end of period ........................... $10.59
======
Total return (2) ......................................... 5.90%
Supplemental data and ratios:
Net assets, end of period .............................. $465,879
Ratio of expenses to average net assets (3) ............ 1.42%
Ratio of net investment income to average
net assets (3) ....................................... 0.86%
Portfolio turnover rate ................................ 21.61%
Average commission rate paid ........................... $0.2173
(1) Commencement of operations.
(2) Not annualized for the period May 17, 1996 through October 31, 1996.
(3) Annualized for the period May 17, 1996 through October 31, 1996.
Without expense waivers of $47,931 for the period May 17, 1996 through
October 31, 1996, the ratio of expenses to average net assets would
have been 49.81% and the ratio of net investment (loss) to average
net assets would have been (47.52)%.
See notes to the financial statements.
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. 24). 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. 13.
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. 9, 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. 11)
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. 11) 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. 11)
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
19
<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. 22. 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.
22
<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 November 29, 1996 of The Noah Fund.
To obtain a copy of the Prospectus, please call 1-800-626-NOAH.
Dated: November 29, 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 6 through
9 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 November 29, 1996, two persons were known by
the Fund to be the beneficial owners of more than 5% of the Fund's outstanding
shares other than Polestar Management Company. They are Ms. Judy Van Alen
and Mr. Breckenridge Kling.
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 17, 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 1-800-794-NOAH 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
5 through 11 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 7 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 FUND
- -----------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1996
ASSETS:
Investments, at value (cost $451,162) .......................... $466,478
Deferred organization charges (net of amortization) ............ 16,166
Receivable from Manager ........................................ 12,941
Dividends receivable ........................................... 564
Interest receivable ............................................ 147
Other assets ................................................... 8,775
--------
Total Assets ................................................... 505,071
--------
LIABILITIES:
Accrued expenses and other liabilities ......................... 39,192
--------
NET ASSETS ....................................................... $465,879
========
NET ASSETS CONSIST OF:
Capital stock .................................................. $448,700
Accumulated undistributed net investment income ................ 1,712
Accumulated undistributed net realized gain on investments ..... 151
Net unrealized appreciation on investments ..................... 15,316
--------
Total Net Assets ............................................... $465,879
========
Shares outstanding (500,000,000 shares of $0.001
par value authorized) ........................................ 44,000
Net Asset Value, Redemption Price and Offering
Price Per Share .............................................. $10.59
========
STATEMENT OF OPERATIONS
MAY 17, 1996 (1) THROUGH OCTOBER 31, 1996
INVESTMENT INCOME:
Dividend income (net of foreign withholding taxes of $16) ...... $ 1,552
Interest income ................................................ 712
--------
Total investment income ........................................ 2,264
--------
EXPENSES:
Management fee ................................................. 988
Administration fee ............................................. 10,417
Shareholder servicing and accounting costs ..................... 18,569
Custody fees ................................................... 1,697
Federal and state registration ................................. 7,032
Professional fees .............................................. 6,738
Amortization of deferred organization charges .................. 1,631
Reports to shareholders ........................................ 918
Distribution expense ........................................... 247
Other .......................................................... 1,104
--------
Total expenses before reimbursement ............................ 49,341
Less: Reimbursement from Manager ............................... (47,931)
--------
Net Expenses ................................................... 1,410
--------
NET INVESTMENT INCOME ............................................ 854
--------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments ............................... 151
Change in unrealized appreciation on investments ............... 15,316
--------
Net realized and unrealized gain on investments ................ 15,467
--------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ............. $ 16,321
========
(1) Commencement of operations.
See notes to the financial statements.
<PAGE>
THE NOAH FUND
- -----------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
MAY 17, 1996 (1) THROUGH OCTOBER 31, 1996
OPERATIONS:
Net investment income .......................................... $ 854
Net realized gain on investments ............................... 151
Change in unrealized appreciation on investments ............... 15,316
--------
Net increase in net assets from operations ..................... 16,321
--------
CAPITAL SHARE TRANSACTIONS:
Proceeds from shares sold ...................................... 449,558
--------
Net increase in net assets from capital share transactions ..... 449,558
--------
TOTAL INCREASE IN NET ASSETS ..................................... 465,879
--------
NET ASSETS:
Beginning of period ............................................ 0
--------
End of period (including undistributed net investment
income of $1,712) ............................................ $465,879
========
(1) Commencement of operations.
See notes to the financial statements.
<PAGE>
- -----------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
MAY 17,1996 (1)
THROUGH
Per Share Data: OCTOBER 31, 1996
----------------
Net asset value, beginning of period ..................... $10.00
------
Income from investment operation:
Net investment income .................................. 0.04
Net realized and unrealized gain on investments ........ 0.55
----
Total from investment operations ....................... 0.59
----
Net asset value, end of period ........................... $10.59
======
Total return (2) ......................................... 5.90%
Supplemental data and ratios:
Net assets, end of period .............................. $465,879
Ratio of expenses to average net assets (3) ............ 1.42%
Ratio of net investment income to average
net assets (3) ....................................... 0.86%
Portfolio turnover rate ................................ 21.61%
Average commission rate paid ........................... $0.2173
(1) Commencement of operations.
(2) Not annualized for the period May 17, 1996 through October 31, 1996.
(3) Annualized for the period May 17, 1996 through October 31, 1996.
Without expense waivers of $47,931 for the period May 17, 1996 through
October 31, 1996, the ratio of expenses to average net assets would
have been 49.81% and the ratio of net investment (loss) to average
net assets would have been (47.52)%.
See notes to the financial statements.
<PAGE>
THE NOAH FUND
- -----------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS
10/31/96
Number
of Shares Market Value
- --------- ------------
MUTUAL FUNDS - 1.1%
5,187 Portico Institutional Money Market Fund
(Cost $5,187) ..................................... $ 5,187
------------
COMMON STOCK - 96.8%
BANKING - 6.8%
150 J.P. Morgan & Company, Inc. ......................... 12,956
200 NationsBank Corporation ............................. 18,850
------------
31,806
------------
BUSINESS SERVICES - 7.9%
500 Automatic Data Processing, Inc. ..................... 20,812
200 First Data Corporation .............................. 15,950
------------
36,762
------------
COSMETICS & SOAP - 13.0%
200 Colgate-Palmolive Company ........................... 18,400
300 Gillette Company .................................... 22,425
200 Procter & Gamble Company ............................ 19,800
------------
60,625
------------
DRUGS - 14.9%
500 Abbott Laboratories ................................. 25,312
200 Merck & Company, Inc. ............................... 14,825
200 Pfizer, Inc. ........................................ 16,550
200 Schering-Plough ..................................... 12,800
------------
69,487
------------
ELECTRICAL EQUIPMENT - 9.6%
200 AMP, Inc. ........................................... 6,775
100 Emerson Electric Company ............................ 8,900
300 General Electric Company ............................ 29,025
------------
44,700
------------
ELECTRONICS - 5.8%
400 Hewlett-Packard Company ............................. 17,650
200 Motorola, Inc. ...................................... 9,200
------------
26,850
------------
ENTERTAINMENT & LEISURE - 2.9%
300 McDonald's Corporation .............................. 13,313
------------
See notes to the financial statements.
<PAGE>
THE NOAH FUND
- -----------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS (CONTINUED)
10/31/96
Number
of Shares Market Value
- --------- ------------
FINANCIAL SERVICES - 5.0%
600 Federal National Mortgage Association ............... $ 23,475
------------
FOOD, BEVERAGES & TOBACCO - 9.8%
300 Coca-Cola Company ................................... 15,150
200 CPC International, Inc. ............................. 15,775
500 PepsiCo, Inc. ....................................... 14,813
------------
45,738
------------
INSURANCE - 7.8%
200 American International Group, Inc. .................. 21,725
100 General Re Corporation .............................. 14,725
------------
36,450
------------
OIL - INTERNATIONAL - 6.1%
100 Mobil Corporation ................................... 11,675
100 Royal Dutch Petroleum Company ....................... 16,537
------------
28,212
------------
RETAIL - 2.3%
200 Home Depot, Inc. .................................... 10,950
------------
SAVINGS & LOAN - 2.2%
100 Federal Home Loan Mortgage Corporation .............. 10,100
------------
TELECOMMUNICATIONS - 2.7%
300 GTE Corporation ..................................... 12,638
------------
Total Common Stock (Cost $435,790) .................. 451,106
------------
Principal
Amount
- ---------
SHORT-TERM INVESTMENTS - 2.2%
VARIABLE RATE DEMAND NOTES - 2.2%
$10,185 Wisconsin Electric Power Co. ........................ 10,185
------------
Total Short-Term Investments (Cost $10,185) ......... 10,185
------------
Total Investments - 100.1% (Cost $451,162) .......... 466,478
------------
Liabilities, less Other Assets - (0.1%) ............. (599)
------------
TOTAL NET ASSETS - 100.0% ........................... $465,879
============
See notes to the financial statements.
<PAGE>
THE NOAH FUND
- -----------------------------------------------------------------------------
NOTES TO THE FINANCIAL STATEMENTS
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
The Noah Investment Group, Inc. (the "Company") was incorporated
under the laws of the state of Maryland on December 16, 1992, and
consists solely of The Noah Fund (the "Fund"). The Company is
registered as a no-load, open-end diversified management investment
company of the series type under the Investment Company Act of 1940
(the "1940 Act"). The principle investment objective of the Fund is
to seek capital appreciation consistent with the preservation of
capital, as adjusted for inflation, and current income. 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. The Fund became
effective with the SEC on May 10, 1996 and commenced operations on
May 17, 1996.
The costs incurred in connection with the organization, initial
registration and public offering of shares, aggregating $17,797, have
been paid by the Manager and will be reimbursed by the Fund. These
costs are being amortized over the period of benefit, but not to
exceed sixty months from the Fund's commencement of operations.
The following is a summary of significant accounting policies
consistently followed by the Fund.
a) Investment Valuation - Common stocks and other equity-type securities
listed on a securities exchange are valued at the last quoted sales
price on the day of the valuation. Price information on listed
stocks is taken from the exchange where the security is primarily
traded. Securities that are listed on an exchange but which are not
traded on the valuation date are valued at the most recent bid
prices. Unlisted securities for which market quotations are readily
available are valued at the latest quoted bid price. Other assets
and securities for which no quotations are readily available are
valued at fair value as determined in good faith by the Investment
Manager under the supervision of the Board of Directors. Short-term
instruments (those with remaining maturities of 60 days or less) are
valued at amortized cost, which approximates market.
b) Federal Income Taxes - No provision for federal income taxes has been
made since the Fund has complied to date with the provisions of the
Internal Revenue Code applicable to regulated investment companies
and intends to so comply in the future and to distribute
substantially all of its net investment income and realized capital
gains in order to relieve the Fund from all federal income taxes.
c) Distributions to Shareholders - Dividends from net investment income
and distributions of net realized capital gains, if any, will be
declared and paid at least annually. Income and capital gain
distributions are determined in accordance with income tax
regulations that may differ from generally accepted accounting
principles. The Fund's primary financial reporting and tax
difference relates to the differing treatment for the amortization of
deferred organization expenses. Permanent financial reporting and
tax differences are reclassified to capital stock.
d) Use of Estimates - 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 and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
e) Other - Investment and shareholder transactions are recorded no later
than the first business day after the trade date. The Fund
determines the gain or loss realized from the investment transactions
by comparing the original cost of the security lot sold with the net
sales proceeds. Dividend income is recognized on the ex-dividend date
or as soon as information is available to the Fund, and interest
income is recognized on an accrual basis.
<PAGE>
2. CAPITAL SHARE TRANSACTIONS
Transactions in shares of the Fund for the period May 17, 1996
through October 31, 1996 were as follows:
Shares sold ....................... 44,000
Shares redeemed ................... 0
------
Net increase ...................... 44,000
======
3. INVESTMENT TRANSACTIONS
The aggregate purchases and sales of investments, excluding
short-term investments, by the Fund for the period May 17, 1996
through October 31, 1996, were $475,023 and $39,383, respectively.
At October 31, 1996, gross unrealized appreciation and depreciation
of investments for tax purposes were as follows:
Appreciation ...................... $25,108
(Depreciation) .................... (9,792)
-------
Net appreciation on investments ... $15,316
=======
At October 31, 1996, the cost of investments for federal income tax
purposes was $451,162.
4. AGREEMENTS
The Fund has entered into a Management Agreement with Polestar
Management Company ("Polestar Management"). Pursuant to its
Management Agreement with the Fund, the Manager is entitled to
receive a fee, calculated daily and payable monthly, at the annual
rate of 1.00% as applied to the Fund's daily net assets.
The Manager voluntarily agrees to reimburse its management fee and
other expenses to the extent that total operating expenses (exclusive
of interest, taxes, brokerage commissions and other costs incurred in
connection with the purchase or sale of portfolio securities, and
extraordinary items) exceed the annual rate of 1.75% of the net
assets of the Fund, computed on a daily basis. This voluntary
reimbursement shall be in effect for a period of one year from the
Fund's commencement of operations and may be terminated thereafter
under the approval of the Board of Directors.
Rittenhouse Financial Services, Inc. ("Rittenhouse") has been
retained by Polestar Management to serve as the Fund's sub-investment
adviser. In recognition of the religious and moral practices of the
Fund, Rittenhouse will not charge a sub-investment adviser fee until
such time as the net assets of the Fund reach $100 million.
Thereafter, an annual fee of 0.25% of the Fund's average daily net
assets will be charged by Rittenhouse on assets in excess of $100
million. The Fund will have no responsibility to pay any such fees
to Rittenhouse.
The Fund has adopted a distribution plan (the "Distribution Plan"),
pursuant to which the Fund may incur distribution expenses of up to
0.25% per annum of the Fund's average daily net assets. 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, preparation and
distribution of advertising materials and sales literature, and
payments to dealers and shareholder servicing agents. The Fund
incurred $247 pursuant to the Distribution Plan for the year ended
October 31, 1996.
Firstar Trust Company, a subsidiary of Firstar Corporation, a
publicly held bank holding company, serves as custodian, transfer
agent, administrator and accounting services agent for the Fund.
<PAGE>
5. RELATED PARTY TRANSACTIONS
Martin V. Miller, Esq., an Officer of the Fund, furnishes legal
services to the Fund. For the period ended October 31, 1996, the Fund
incurred $16,377 for such services, of which $13,639 has been
deferred as organizational charges.
<PAGE>
ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors of
The Noah Fund:
We have audited the accompanying statement of assets and liabilities of
The Noah Fund (a portfolio of The Noah Investment Group, Inc., a
Maryland corporation), including the schedule of investments, as of
October 31, 1996, and the related statements of operations and changes
in net assets for the period from May 17, 1996 (commencement of operations)
through October 31, 1996, and the financial highlights for the period
from May 17, 1996 (commencement of operations) through October 31, 1996.
These financial statements and financial highlights are the responsibility
of the Company's management. Our responsibility is to express an opinion
on these financial statements and financial highlights 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 statements
and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included
confirmation of securities owned as of October 31, 1996, by
correspondence with the custodians and brokers. 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 financial statements and financial highlights
referred to above present fairly, in all material respects, the
financial position of The Noah Fund as of October 31, 1996, and the
results of its operations and changes in its net assets for the period
from May 17, 1996 (commencement of operations) through October 31, 1996
and its financial highlights for the period May 17, 1996 (commencement
of operations) through October 31, 1996, in conformity with generally
accepted accounting principles.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
November 15, 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
-------------
Financial Highlights
In Statement of Additional Information
--------------------------------------
Statement of Assets and Liabilities, October 31, 1996
Statement of Operations, May 17, 1996 through October 31, 1996
Statement of Changes in Net Assets, May 17, 1996 through
October 31, 1996
Financial Highlights, May 17, 1996 through October 31, 1996
Schedule of Investments, October 31, 1996 and
Notes to the Financial Statements
(b) Exhibits Exhibit No.
-------- -----------
(1) Copies of the Certificate of
Incorporation as now in effect;
Articles of Amendment and ***
Restatement of Charter, as amended
(2) Copies of the existing By-Laws
or instruments corresponding
thereto;
Copy of By-Laws, ***
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 ***
between The Noah Investment Group,
Inc. with respect to The Noah Fund
and Polestar Management Company.
Subadvisory Agreement between ***
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. ***
(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 ***
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.
***: Included with Pre-Effective Amendment No. 2 filed on April 16, 1996.
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
------------------------
44
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 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
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 Form N-1A registration statement for the Noah Investment Group, Inc.
(comprised of The Noah Fund).
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
November 26, 1996.
<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
Post-Effective Amendment No. 1 to its Registration Statement to be signed
on its behalf by the undersigned, hereunto duly authorized in Newtown
Square, Commonwealth of Pennsylvania, on the 29th day of November, 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. November 27, 1996
_________________________________ Director, _________________
WILLIAM L. VAN ALEN, JR. President and
Treasurer
/s/
_________________________________ Director, Executive _________________
CHRISTIAN G. KLING Vice President &
Secretary
/s/ James L. Van Alen, II November 27, 1996
_________________________________ Director _________________
JAMES L. VAN ALEN, II
/s/
_________________________________ Director _________________
CHRISTINA JAUMOTTE DE GALAVIS
/s/ Roger J. Knake November 27, 1996
____________________________ Director _________________
ROGER J. KNAKE
/s/ George R. Jensen, Jr. November 27, 1996
____________________________ Director _________________
GEORGE R. JENSEN, JR.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000913135
<NAME> THE NOAH INVESTMENT GROUP, INC. - THE NOAH FUND
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> MAY-17-1996
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 451,162
<INVESTMENTS-AT-VALUE> 466,478
<RECEIVABLES> 13,652
<ASSETS-OTHER> 24,941
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 505,071
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 39,192
<TOTAL-LIABILITIES> 39,192
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 448,696
<SHARES-COMMON-STOCK> 44,000
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 1,712
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 151
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 15,316
<NET-ASSETS> 465,879
<DIVIDEND-INCOME> 1,552
<INTEREST-INCOME> 712
<OTHER-INCOME> 0
<EXPENSES-NET> 1,410
<NET-INVESTMENT-INCOME> 854
<REALIZED-GAINS-CURRENT> 151
<APPREC-INCREASE-CURRENT> 15,316
<NET-CHANGE-FROM-OPS> 16,321
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 44,000
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 465,879
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 988
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 49,341
<AVERAGE-NET-ASSETS> 215,215
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> 0.04
<PER-SHARE-GAIN-APPREC> 0.55
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.59
<EXPENSE-RATIO> 1.42
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
