NOAH INVESTMENT GROUP INC
497, 1998-01-28
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Dated:  January 1, 1998

THE NOAH FUND

a series of

The Noah Investment Group, Inc.

         On January 1, 1998,  Declaration Service Company, 555 North lane, Suite
6160, Conshohocken, Pennsylvania,  1-610-832-1075, became the transfer agent and
the dividend  disbursing  agent for The Noah Fund and also  undertook to provide
accounting  services for the Fund.  Declaration Service Company replaced Firstar
Trust  Company;  which  formerly  provided these services to the fund but ceased
doing so on December  31,  1997.  In addition,  Declaration  Distributors,  Inc.
became on January 1, 1998, the Fund's distributor.

         On December  11,  1997 the Board of  Directors  of the Noah  Investment
Group, Inc. selected Geewax Terker & Company ("Geewax Terker") as sub-investment
advisor to act in the place of Rittenhouse  Financial Services,  Inc. The latter
Company was  acquired in a merger and its acquirer  determined  that it would no
longer serve the Fund as sub-investment  advisor. The selection of Geewax Terker
is to be  submitted to the  shareholders  of the Fund for approval on January 9,
1998. If approved, Geewax Terker will begin serving as the Fund's sub-investment
advisor on that date. 



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