[GRAPHIC OMITTED: THE NOAH FUND LOGO]
1-800-794-6624
1-800-794-NOAH
Annual Report
October 31, 1999
Investment and Management Services
Polestar Management Company
Geewax Terker & Company
Custodian
First Union National Bank
Transfer, Dividend Disbursing
And Accounting Services Agent
Declaration Service Company
Auditors
Sanville & Company
December 1, 1999
Dear Fellow Shareholder:
Once again I want to thank you for your confidence in and, therefore,
your investment in the NOAH FUND. We are proud to announce the result of
operations for the period ending October 31, 1999. Thanks to your
investments and to John Geewax's investing, NOAH FUND has assets over
$11,000,000.00. Think of it. In January of 1998 our net assets were only
about $1,000,000.
The NOAH FUND, which started investing on May 17, 1996, has obtained a
139.66% cumulative return from the FUND's commencement of operations
through October 31, 1999, and a 152.20% cumulative return as of November
30, 1999. For the past fiscal year the NOAH FUND was up 37.06%. With
God's gracious blessing, the NOAH FUND has been able to triple its
assets each year of the last three calendar years2.
The NOAH FUND's sub-advisor, Geewax, Terker & Company, which manages
$6.4 billion for its clients, generally follows a philosophy of Long
Term Large Cap Growth with Low Risk, while remaining fully invested.
NOAH FUND is managed with the same philosophy. As of March 9, 1998,
CalPERS1 has ranked Geewax, Terker & Company as NUMBER THREE of all the
equity investment advisors, no matter the style, out of 270 such
advisors; but since the other two managers are other styles of
investors, it is the number one Large Cap Growth Manager. We are
fortunate indeed to have John Geewax actively involved with the
investment management of our NOAH FUND portfolio.
Your management company charges a 1% fee and is proud of its commitment
of donating 10% of its 1% management fee as a tithe to "missions,
discipleship and needs of the poor." This past year, World Vision, Inc.;
Tithe Family Council; Salvation Army; and Campus Crusade for Christ
International, Inc., were recipients. Naturally, this tithe comes from
the Management Company and NOT from the FUND, so it has no effect on the
monetary value of your investment.
We are grateful to be able to serve you and believe our Large Cap Low
Risk Growth Stock strategy will continue to bring excellent results. We
are happy to have you as an investor and hope to retain your confidence
by producing such results over the long term with a modicum of risk.
You can check the NOAH FUND "NAV" each evening after 4:30 p.m. Eastern
Time by calling 1-800-794-NOAH. You are also able to get the NAV on the
Internet by looking up the NOAH FUND symbol "NOAHX" or by going directly
to the NOAH FUND Web site, http://www.NOAHFUND.com. If you like, you may
also call your broker. Declaration Distributors, Inc., distributes the
NOAH FUND.
For those of you who did not invest as much as you could have, we are
disappointed that our excellent results did not fully benefit you.
However, all is not lost. There is no time like the present to get
involved, even on a dollar cost averaging basis3. If you would like to
know about anything further, please feel free to call (610) 651-0460.
In Jesus' Name,
/S/WILLIAM L. VAN ALEN, JR.
William L. Van Alen, Jr.
President
NOAH FUND
1 CalPERS is the California Public Employment Retirement System, which
"is looking for the best domestic equity managers regardless of style or
approach.
2 Past performance is, of course, no guarantee of future results. An
investment return and principal value will fluctuate so that an
investor's shares, when redeemed, may be more or less than their
original cost.
3 Dollar cost averaging is putting money in over a period of time in
equal monthly installments. By always investing the same amount, you
will be purchasing more shares when the price is low and fewer shares
when the price is high.
* As with any fund, save an index fund, that commonly compares its
performance to the S&P 500 Total Return Index, such comparison may be
said to be inappropriate because of the dissimilarity between the fund's
investments and the securities comprising the index; so too with the
NOAH FUND which will not invest in certain of the securities comprising
the index.
[GRAPHIC OMITTED: WORM CHART: THE NOAH FUND: TOTAL RETURN VS. THE S&P
500 TOTAL RETURN AND NASDAQ COMPOSITE INDEX]
NASDAQ S&P 500 THE
Composite Total NOAH
Index Return FUND
5/17/96 10,000 10,000 10,000
10/31/96 9,836 10,645 11,230
4/30/97 10,152 12,212 12,679
10/31/97 12,832 14,064 13,914
4/30/98 15,045 17,227 16,283
10/31/98 14,264 17,157 19,063
4/30/99 20,476 20,986 22,476
10/31/99 $23,887 $21,561 $23,966
*Inception date
Past performance is not predictive of future performance.
For the period ended October 31, 1999
Annualized Since
Commencement of Operations
-------------------------------------
Noah Fund 28.8%
S&P 500 24.9%
NASDAQ Composite 28.6%
The Standard & Poor's 500 Total Return Index (S&P 500 Total Return) is a
capital-weighted index, representing the aggregate market value of the
common equity of 500 stocks primarily traded on the New York Stock
Exchange. The NASDAQ Composite Index is a broad-based capitalization-weighted
index of all NASDAQ stocks. This chart assumes an initial gross
investment of $10,000 made on May 17, 1996 (commencement of operations).
Returns shown include the reinvestment of all dividends. Past
performance is not predictive of future performance. Investment return
and principal value will fluctuate, so that your shares, when redeemed,
may be worth more or less than the original cost.
The Noah Fund
SCHEDULE OF INVESTMENTS
October 31, 1999
- ------------------------------------------------------------------
Shares Value (Note 1)
-------- ---------------
COMMON STOCK--88.61%
Advertising--0.67%
Interpublic Group of Companies, Inc. 800 $32,500
Omnicom Group, Inc. 400 35,200
---------------
67,700
---------------
Aerospace & Defense--1.51%
AlliedSignal, Inc. 1,400 79,712
United Technologies Corp. 1,200 72,600
---------------
152,312
---------------
Appliances--0.06%
Maytag Corp. 150 6,009
---------------
Banking--1.78%
Fifth Third Bancorp 700 51,669
First Tennessee National Corp. 600 20,400
Firstar Corp. 2,000 58,750
National Commerce Bankcorp. 300 7,500
Northern Trust Corp. 425 41,039
---------------
179,358
---------------
Broadcasting--0.40%
Hispanic Broadcasting Corp.* 500 40,500
---------------
Building Maintenance & Services--0.25%
Ecolab, Inc. 750 25,359
---------------
Computer Hardware--4.38%
Dell Computer Corp. 5,330 213,866
Hewlett-Packard Co. 700 51,844
International Business Machines, Inc. 1,790 176,091
---------------
441,801
---------------
Computer Services & Software--16.52%
Adaptec, Inc.* 600 27,000
Adobe Systems, Inc. 400 27,975
America Online, Inc.* 2,380 308,656
BISYS Group, Inc. (The)* 200 10,200
BMC Software, Inc.* 500 32,094
BroadVision, Inc.* 900 65,700
Citrix Systems, Inc.* 400 25,650
Computer Associates International, Inc. 600 33,900
Comverse Technology, Inc.* 745 84,558
Electronics for Imaging, Inc.* 200 8,063
EMC Corp. 1,100 80,300
Go2Net, Inc.* 800 56,300
Intuit, Inc.* 2,100 61,162
Legato Systems, Inc.* 500 26,875
Microsoft Corp.* 6,500 601,656
Network Appliance, Inc.* 600 44,400
Oracle Corp.* 900 42,806
Rational Software Corp.* 800 34,200
Sun Microsystems, Inc.* 500 52,906
VERITAS Software Co.* 400 43,150
---------------
1,667,551
---------------
Cosmetics & Toiletries--2.34%
Colgate-Palmolive Co. 700 42,350
Estee Lauder Cos. 500 23,313
Procter & Gamble Co. 1,630 170,946
---------------
236,609
---------------
Diversified Conglomerates--0.24%
Danaher Corp. 500 24,156
---------------
Electronic Equipment--8.74%
American Power Conversion Corp.* 1,100 24,681
Analog Devices, Inc.* 800 42,500
Applied Materials, Inc.* 1,330 119,451
Atmel Corp.* 200 8,000
General Instrument Corp.* 500 26,906
Intel Corp. 5,600 433,650
Linear Technology Corp. 500 34,969
Motorola, Inc. 850 82,822
PMC Sierra Inc.* 200 18,850
Symbol Technologies, Inc. 600 23,850
Vitesse Semiconductor Corp.* 600 27,525
Xilinx, Inc.* 500 39,312
---------------
882,516
---------------
Electronics and Electrical Equipment--0.69%
Applied Micro Circuits Corp.* 900 70,031
---------------
Financial Services--5.29%
American Express Co. 1,000 154,000
Citigroup, Inc. 912 49,362
Federal Home Loan Mortgage Corp. 1,700 91,906
MBNA Corp. 1,150 31,769
Paychex, Inc. 800 31,500
Providian Financial Corp. 385 41,965
Schwab (Charles) Corp. 2,300 89,556
SEI Corp. 200 19,494
SLM Holding Corp. 500 24,469
---------------
534,021
---------------
Food & Beverage--2.56%
General Mills, Inc. 300 26,156
Kroger Co. 4,400 91,575
Quaker Oats Co. 300 21,000
Safeway, Inc.* 2,300 81,219
Sysco Corp. 1,000 38,437
---------------
258,387
---------------
Healthcare--0.15%
Express Scripts, Inc.* 300 14,737
---------------
Insurance--1.13%
American International Group, Inc. 1,112 114,466
---------------
Medical Products--1.82%
Amgen, Inc.* 500 39,875
Biomet, Inc. 600 18,075
Guidant Corp. 600 29,625
Human Genome Sciences, Inc.* 300 26,213
PE Corp. - PE Biosystems Group 700 45,412
Stryker Corp. 400 24,700
---------------
183,900
---------------
Miscellaneous Manufacturing--0.25%
Avery Dennison Corp. 400 25,000
---------------
Motorcycle Manufacturers--0.41%
Harley-Davidson, Inc. 700 41,519
---------------
Office Equipment--0.72%
Pitney Bowes, Inc. 1,600 72,900
---------------
Pharmaceuticals--12.03%
Abbott Laboratories 2,145 86,604
Biogen, Inc. 2,000 148,250
Cardinal Health, Inc. 1,062 45,799
Forest Laboratories, Inc.* 400 18,350
Gilead Sciences, Inc.* 400 25,275
Lilly (Eli) & Co. 600 41,325
MedImmune, Inc.* 450 50,400
Merck & Co. 5,530 439,981
Schering Plough Corp. 7,250 358,875
---------------
1,214,859
---------------
Printing--0.52%
Lexmark International Group, Inc.* 400 31,225
Valassis Communications, Inc.* 500 21,500
---------------
52,725
---------------
Publishing--0.09%
Central Newspapers, Inc. Cl A 200 8,588
---------------
Retail--1.75%
Abercrombie & Fitch Co. Cl A* 800 21,800
Bed Bath & Beyond, Inc.* 700 23,319
Limited, Inc. (The) 200 8,225
Lowe's Cos., Inc. 1,600 88,000
TJX Cos., Inc. 1,300 35,263
---------------
176,607
---------------
Retail Stores--10.13%
BJ's Wholesale Club, Inc.* 700 21,569
Costco Companies, Inc.* 850 68,266
CVS Corp. 1,450 62,984
Dollar Tree Stores, Inc.* 1,100 47,919
Family Dollar Stores, Inc. 1,500 30,938
Gap, Inc. 1 19
Home Depot, Inc. 3,900 294,450
Kohl's Corp.* 600 44,888
Ross Stores, Inc. 2,400 49,500
Staples, Inc.* 2,575 57,133
Wal Mart Stores, Inc. 6,050 345,606
---------------
1,023,272
---------------
Telecommunications--13.13%
ADC Telecommunications, Inc.* 500 23,844
Allegiance Telecom Inc.* 400 27,600
Alltel Corp. 1,000 83,250
Cisco Systems, Inc.* 7,285 539,090
Corning, Inc. 700 55,037
MCI WorldCom, Inc. 3,460 296,911
NEXTEL Communications, Inc. Cl A* 700 60,331
SBC Communications, Inc. 2,350 119,703
Tellabs, Inc.* 1,400 88,550
Western Wireless Corp. Cl A* 600 31,725
---------------
1,326,041
---------------
Toys--0.05%
Mattel, Inc. 400 5,350
---------------
Transportation--0.52%
Southwest Airlines Co. 2,100 35,306
Swift Transportation Co., Inc.* 1,000 17,438
---------------
52,744
---------------
Utilities--0.48%
AES Corp. 500 28,219
Enron Corp. 500 19,969
---------------
48,188
---------------
TOTAL COMMON STOCK (Cost $7,795,557) 8,947,206
---------------
MISCELLANEOUS ASSETS--7.63%
Evergreen Money Market Trust CL Y 770,821 770,821
---------------
Total Investments (Cost $8,566,378) 9,718,027
---------------
Other Assets & Liabilities, Net--3.76% 379,807
---------------
NET ASSETS--100.00% $10,097,834
===============
* Non-income producing investment.
See notes to financial statements
The Noah Fund
STATEMENT OF ASSETS AND LIABILITIES
October 31, 1999
- ------------------------------------------------------------------
Assets:
Investments, at market (identified cost $8,566,378) $9,718,027
Receivables:
Dividends and interest 4,662
Fund shares sold 33,459
Investment securities sold 365,634
Deferred organization costs 2,713
Prepaid expenses 7,787
-----------
Total assets 10,132,282
-----------
Liabilities:
Payables:
Due to advisor 2,646
Accrued expenses 19,698
Other liabilities 12,104
-----------
Total liabilities 34,448
-----------
Net Assets $10,097,834
===========
Net Assets Consist of:
Common stock $436
Additional capital paid-in 8,249,752
Accumulated realized gain on investments 695,997
Net unrealized gain on investments 1,151,649
-----------
Total Net Assets $10,097,834
===========
Shares outstanding (500,000,000 shares of
$0.001 par value authorized) 435,759
===========
Net Asset Value, offering and redemption
price per share $23.17
===========
See notes to financial statements.
The Noah Fund
STATEMENT OF OPERATIONS
For the Year Ended October 31, 1999
- ------------------------------------------------------------------
Investment Income:
Interest $9,020
Dividends 29,209
----------
Total investment income 38,229
----------
Expenses:
Management fees 64,499
Administration fee 17,834
Distribution fees 15,740
Accounting fee 13,667
Custodian fees 4,800
Amortization of organizational expenses 1,767
Professional fees 15,000
Registration fees 13,005
Transfer agency fees 13,667
Reports to shareholders 6,500
Other 9,281
----------
Total expenses before fee waivers 175,760
Waiver by Manager (36,853)
----------
Total expenses, net 138,907
----------
Net investment loss (100,678)
----------
Realized & unrealized gain on investments:
Net realized gain on investments 739,622
Net change in unrealized appreciation
on investments 695,503
----------
1,435,125
----------
Net increase in net assets resulting
from operations $1,334,447
==========
See notes to financial statements.
<TABLE>
<CAPTION>
The Noah Fund
STATEMENTS OF CHANGES IN NET ASSETS
- ---------------------------------------------------------------------------------------------
Year Ended Year Ended
October 31, 1999 October 31, 1998
---------------- ----------------
<S> <C> <C>
Operations:
Net investment loss $(100,678) $(14,744)
Net realized gain on investments 739,622 68,147
Net change in unrealized appreciation on investments 695,503 314,248
----------- ----------
Net increase in net assets resulting from operations 1,334,447 367,651
----------- ----------
Distributions to shareholders from:
Net realized gains (68,298) (6,727)
----------- ----------
Capital Share Transactions
Proceeds from shares sold 6,727,306 1,662,691
Proceeds from shares issued to holders in
reinvestment of dividends 66,275 6,727
Cost of shares redeemed (552,301) (401,653)
----------- ----------
Net increase in net assets from Fund share transactions 6,241,280 1,267,765
----------- ----------
Increase in net assets 7,507,429 1,628,689
Net Assets:
Beginning of period 2,590,405 961,716
----------- ----------
End of period $10,097,834 $2,590,405
=========== ==========
See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
The Noah Fund
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------------------------------------------
The table below sets forth financial data for a share of capital stock outstanding throughout each period presented.
May 17, 1996(1)
Year Ended Year Ended Year Ended through
October 31, 1999 October 31, 1998 October 31, 1997 October 31, 1996
---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Net Asset Value--Beginning of Period $17.31 $13.23 $10.59 $10.00
------ ------ ------ ------
Investment Operations:
Net investment income (loss) (0.13)(2) (0.10)(2) (0.01)(2) 0.04
Net realized and unrealized gain on
investments 6.43 4.27 2.69 0.55
------ ------ ------ ------
Total from investment operations 6.30 4.17 2.68 0.59
------ ------ ------ ------
Distributions:
From net investment income -- -- (0.04) --
From net realized capital gains (0.44) (0.09) -- --
------ ------ ------ ------
Total distributions (0.44) (0.09) (0.04) --
------ ------ ------ ------
Net Asset Value--End of Period $23.17 $17.31 $13.23 $10.59
====== ====== ====== ======
Total Return 37.06% 31.65% 25.41% 5.90%(3)
Ratios/Supplemental Data
Net assets, end of period (in 000's) $6,472 $2,590 $961 $466
Ratio of expenses to average net assets(4) 2.15% 1.75% 1.75% 1.42%
Ratio of net investment income (loss) to
average net assets(4) (1.56)% (0.86)% (0.18)% 0.86%
Portfolio turnover rate 81.53% 66.49% 27.07% 21.61%
(1) Commencement of operations.
(2) Net investment loss per share is calculated using ending balances prior to consideration of adjustments for
permanent book and tax differences.
(3) Not annualized for the period May 17, 1996 through October 31, 1996.
(4) Without expense waivers of $36,853, $51,285, $94,353 and $47,931 for the periods ending October 31, 1999, 1998,
1997 and 1996, respectively, the ratio of expenses to average net assets would have been 2.72%, 4.73%, 16.08% and
49.81% and the ratio of net investment (loss) to average net assets would have been (2.13)%, (3.85)%, (14.51)% and
(47.52)%.
See notes to financial statements.
</TABLE>
The Noah Fund
NOTES TO THE FINANCIAL STATEMENTS
October 31, 1999
- ------------------------------------------------------------------
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
primary 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 Securities and Exchange
Commission ("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 proceeds of any
redemption of the initial shares (seed money) by the original
stockholder or any transferee will be reduced by a pro-rata portion of
any then unamortized organizational expenses in the same proportion as
the number of initial shares being redeemed bears to the number of
initial shares outstanding at the time of such redemption. On December
12, 1996, one of the original stockholders redeemed his shares which
consisted of 50 percent of the seed money. This stockholder's proceeds
were reduced by 50 percent of the unamortized deferred organization
asset ($15,756 at that time). The unamortized deferred organization
asset was reduced to $7,878 after the adjustment. The adjusted balance
will be amortized over the remaining amortization period, 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 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 additional capital paid-in.
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 on trade
date. The Fund determines the gain or loss realized from the investment
transactions utilizing an identified cost basis. 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.
f) Reclassifications--In accordance with SOP 93-2, the Fund has recorded
a reclassification in the capital accounts. As of October 31, 1999, the
Fund recorded permanent book/tax differences of $41,950 from net
investment loss to accumulated undistributed net realized gain and
$58,728 from net investment loss to Paid-in capital. This
reclassification has no impact on the net asset value of the Fund and is
designed generally to present undistributed income and realized gains on
a tax basis which is considered to be more informative to shareholders.
2. CAPITAL SHARE TRANSACTIONS
Transactions in shares of the Fund were as follows:
Year Ended Year Ended
October 31, 1999 October 31, 1998
---------------- ----------------
Shares sold 307,489 102,577
Shares issued to holders in
reinvestment of dividends 3,596 472
Shares redeemed (24,987) (26,084)
------- -------
Net Increase 286,098 76,965
======= =======
3. INVESTMENT TRANSACTIONS
The aggregate purchases and sales of investments, excluding short-term
investments, by the Fund for the period ended October 31, 1999, were as
follows:
Purchases $10,033,334
Sales 5,031,113
At October 31, 1999, gross unrealized appreciation and depreciation of
investments for tax purposes were as follows:
Appreciation $1,458,733
(Depreciation) (308,612)
-----------
Net appreciation on investments $1,150,121
===========
At October 31, 1999, the cost of investments for federal income tax
purposes was $8,567,906.
4. ADVISORY FEE AND OTHER RELATED PARTY TRANSACTIONS
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 2.20% of the net assets
of the Fund, computed on a daily basis. This voluntary reimbursement may
be terminated upon approval of the Board of Directors. Prior to February
1, 1999, the Manager agreed to reimburse its management fee and other
expenses to the extent that total operating expenses exceeded the annual
rate of 1.75%.
Geewax, Terker & Company serves as the Fund's sub-investment adviser.
The Manager compensates the sub-advisor under the terms of a sub-advisor
agreement at a fee of $1.00 per annum until the average net assets of
the Fund exceed $20,000,000. Upon reaching that level the sub-advisor
will receive a monthly fee at the annual rate of 0.75% of the average
daily net assets in excess of $20 million to $50 million; 0.50% of such
assets in excess of $50 million to $100 million; and 0.35% of such
assets in excess of $100 million.
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.
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. For the year ended
October 31, 1999, distribution fees incurred amounted to $15,740, which
is .25% of the Fund's average daily net assets.
Martin V. Miller, Esq., an Officer of the Fund, furnishes legal services
to the Fund. For the year ended October 31, 1999, the Fund incurred
$3,160 for such services.
Certain directors and officers of the Fund are directors and officers of
the Manager.
The Noah Fund
INDEPENDENT AUDITORS' REPORT October 31, 1999
- ------------------------------------------------------------------
We have audited the accompanying statement of assets and liabilities of
The Noah Fund (the "Fund"), a series of The Noah Investment Group, Inc.,
including the schedule of investments, as of October 31, 1999, and the
related statements of operations for the year then ended, and the
statement of changes in net assets, and the financial highlights for
each of the two years in the period then ended. These financial
statements and financial highlights are the responsibility of the Fund's
management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audit. The
statement of changes in net assets for the year ended October 31, 1997
and the financial highlights for the year ended October 31, 1997 and the
period from May 17, 1996 (commencement of operations) through October
31, 1996 were audited by other auditors whose report, dated November 19,
1997 expressed an unqualified opinion on this information.
We conducted our audits 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 amounts and
disclosures in the financial statements. Our procedures included
confirmation of securities owned as of October 31, 1999, by
correspondence with the custodian. 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 audits provide 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, 1999, and the
results of its operations for the year then ended, the changes in its
net assets, and the financial highlights for each of the years in the
two-year period then ended, in conformity with generally accepted
accounting principles.
Abington, Pennsylvania Sanville & Company
December 8, 1999 Certified Public Accountants
(This page intentionally left blank.)
(This page intentionally left blank.)
(This page intentionally left blank.)
