[GRAPHIC OMITTED: THE NOAH FUND LOGO]
1-800-794-6624
1-800-794-NOAH
Semiannual Report
April 30, 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
June 1, 1999
Dear Fellow Shareholder:
Thank you for your confidence in and, therefore, investment in the NOAH
FUND. We are fortunate to be able to announce the result of operations for
the period ending April 30, 1999.
Since inception on May 17, 1996, the NOAH FUND has obtained a 137.59%
total return, as of April 30, 1999.1
May 17, 1999 marked the NOAH FUND'S three-year anniversary. In its three
years of operation, the NOAH FUND has increased 135.31%;1 annualized value
since inception was up 33.01%,2 the FUND's one-year return was 43.00%.
From January 1, 1999 to May 17, 1999, the NOAH FUND was up 8.18%.
Mutual Funds Magazine published an article in the June 1999 issue about
NOAH FUND, entitled "Holy Growth Fund," which we are pleased to enclose.
We look forward to receiving an overall star rating from Morningstar
RatingTM, the mutual fund rating service, later on this month.
The NOAH FUND's sub-advisor, Geewax, Terker & Company, generally follows,
for its clients, a philosophy of Long Term Large Cap Growth with Low Risk,
while remaining fully invested. NOAH FUND is managed with the same
philosophy. We are fortunate indeed to have Geewax, Terker & Company
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 to missions, discipleship and needs
of the poor, as a charitable contribution. This past year World Vision,
Inc., Campus Crusade for Christ International, Inc., Urban Family Council
and the Salvation Army were recipients. Naturally, this comes from the
management company 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.
We want you to know that you can check the NOAH FUND "NAV" (Net Asset
Value) on a daily basis in several different ways. Each evening after 4:30
P.M. Eastern Time, you may call 1-800-794-NOAH. Or you may visit the NOAH
FUND website: www.noahfund.com. The NOAH FUND ticker symbol is "NOAHX" so
you can call your broker or use the Internet to find the NAV. There are
now 600 of you so soon the NOAH FUND will be listed in the mutual fund
table in the business section of most newspapers.
For those of you who did not invest as much as you could, 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 basis.3 If you have any
questions, please call (610) 651-0460.
William L. Van Alen, Jr.
President
NOAH FUND
1 Past performance is, of course, no guarantee of future results. An
investor's investment return and principal value will fluctuate so that an
investor's shares, when redeemed, may be more or less than their original
cost. Total return includes reinvestment of dividends during the period.
2 Annualized return is the average compounded rates of return since the
fund's operation.
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.
The Noah Fund
STATEMENT OF ASSETS AND LIABILITIES (Unaudited)
April 30, 1999
- -------------------------------------------------------------------
Assets:
Investments, at market (identified cost $5,127,394) $6,733,221
Cash 6,114
Receivables:
Dividends and interest 2,601
Fund shares sold 169,598
Deferred organization costs 3,604
------------
Total assets 6,915,138
------------
Liabilities:
Payables:
Fund shares purchased 12,040
Due to advisor 8,385
Accrued expenses 13,435
------------
Total liabilities 33,860
------------
Net Assets $6,881,278
============
Net Assets Consist of:
Common stock $300
Additional capital paid-in 5,285,036
Undistributed net investment loss (35,212)
Accumulated realized gain on investments 25,327
Net unrealized gain on investments 1,605,827
------------
Total Net Assets $6,881,278
============
Shares outstanding (500,000,000 shares of
$0.001 par value authorized) 299,628
Net Asset Value, offering and redemption
price per share $22.97
============
See notes to financial statements.
The Noah Fund
STATEMENT OF OPERATIONS
For the Six Months Ended April 30, 1999 (Unaudited)
- -------------------------------------------------------------------
Investment Income:
Interest $1,933
Dividends 10,366
------------
Total investment income 12,299
------------
Expenses:
Management fees 22,957
Administration fee 5,707
Accounting fee 5,087
Custodian fees 1,448
Amortization of organizational
expenses (Note 1) 876
Professional fees 8,566
Registration fees 7,199
Transfer agency fees 5,087
Reports to shareholders 721
Other 3,535
------------
Total expenses before fee waivers 61,183
Waiver by Manager (13,672)
------------
Total expenses, net 47,511
------------
Net investment loss (35,212)
------------
Realized & unrealized gain on investments:
Net realized gain on investments 27,002
Net change in unrealized appreciation
on investments 1,149,681
------------
1,176,683
------------
Net increase in net assets resulting
from operations $1,141,471
============
See notes to financial statements.
<TABLE>
<CAPTION>
The Noah Fund
STATEMENTS OF CHANGES IN NET ASSETS
- -----------------------------------------------------------------------------
Six Months Ended
April 30, 1999 Year Ended
(Unaudited) October 31, 1998
-------------- --------------
<S> <C> <C>
Operations:
Net investment loss $(35,212) $(14,744)
Net realized gain on investments 27,002 68,147
Net change in unrealized appreciation on
investments 1,149,681 314,248
-------------- --------------
Net increase in net assets resulting from
operations 1,141,471 367,651
-------------- --------------
Distributions to shareholders from:
Net realized gains (68,298) (6,727)
-------------- --------------
(68,298) (6,727)
-------------- --------------
Capital Share Transactions
Proceeds from shares sold 3,419,487 1,662,691
Proceeds from shares issued to holders in
reinvestment of dividends 66,275 6,727
Cost of shares redeemed (268,062) (401,653)
-------------- --------------
Net increase in net assets from Fund share
transactions 3,217,700 1,267,765
-------------- --------------
Increase in net assets 4,290,873 1,628,689
Net Assets:
Beginning of period 2,590,405 961,716
-------------- --------------
End of period $6,881,278 $2,590,405
============== ==============
See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
The Noah Fund
FINANCIAL HIGHLIGHTS
- ------------------------------------------------------------------------------------------------------------------------
Six Months Ended May 17, 1996(1)
April 30, 1999 Year Ended Year Ended through
(Unaudited) 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) (0.12) (0.10)(2) (0.01)(2) 0.04
Net realized and unrealized gain on investments 6.22 4.27 2.69 0.55
-------- -------- -------- --------
Total from investment operations 6.10 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 $22.97 $17.31 $13.23 $10.59
======== ======== ======== ========
Total Return 37.15% 31.65% 25.41% 5.90%(3)
Ratios/Supplemental Data
Net assets, end of period (in 000's) $6,881 $2,590 $961 $466
Ratio of expenses to average net assets(5) 2.06%(4) 1.75% 1.75% 1.42%(4)
Ratio of net investment income to average net assets (1.53)%(4) (0.86)% (0.18)% 0.86%(4)
Portfolio turnover rate 9.60% 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) Annualized.
(5) Without expense waivers of $13,672, $51,285, $94,353 and $47,931 for the periods ending
April 30, 1999, October 31, 1998, 1997 and 1996, respectively, the ratio of expenses to average
net assets would have been 2.65%, 4.73%, 16.08% and 49.81% and the ratio of net investment
(loss) to average net assets would have been (2.12)%, (3.85)%, (14.51)% and (47.52)%.
See notes to financial statements.
</TABLE>
The Noah Fund
SCHEDULE OF INVESTMENTS (Unaudited)
April 30, 1999
- --------------------------------------------------------------------
Shares Value (Note 1)
-------------- --------------
COMMON STOCK--97.26%
Advertising--0.34%
Interpublic Group of Companies,
Inc. 300 $23,269
--------------
Banking--2.44%
Fifth Third Bancorp. 700 50,181
First Tennessee National Corp. 800 34,500
Firstar Corp. 800 36,075
National Commerce Bankcorp. 300 7,500
Northern Trust Corp. 425 39,578
--------------
167,834
--------------
Broadcasting--1.19%
Comcast Corp. 200 82,109
--------------
Building Maintenance & Service--0.55%
Ecolab, Inc. 1,250 37,744
--------------
Chemicals--0.32%
The Clorox Co. 1,250 21,921
--------------
Computer Hardware--3.33%
Dell Computer Corp.* 2,100 86,494
EMC Corp.* 4,400 114,385
Veritas Software Co.* 1,000 28,400
--------------
229,279
--------------
Computer Services & Software--18.48%
America Online, Inc.* 1,200 411,120
At Home Corp.* 450 86,362
Computer Sciences Corp.* 1,300 11,912
Comverse Technology, Inc.* 800 60,598
Doubleclick, Inc.* 1,800 55,925
Intuit, Inc.* 1,250 25,837
Lycos, Inc.* 200 39,875
Microsoft Corp.* 650 341,512
Network Appliance, Inc.* 475 30,187
Oracle Corp.* 475 33,828
Yahoo, Inc.* 475 174,687
--------------
1,271,843
--------------
Computer Systems--2.86%
International Business Machines
Corp. 900 196,636
--------------
Cosmetics & Toiletries--1.37%
Gillette Co. 900 93,937
--------------
Diversified Conglomerates--4.79%
Berkshire Hathaway, Inc. - Cl B* 2,100 276,640
Danaher Corp. 1,000 53,150
--------------
329,790
--------------
Electronic Equipment--4.79%
Applied Materials, Inc.* 2,100 60,596
Intel Corp. 1,000 269,225
--------------
329,821
--------------
Financial Services--9.57%
Associates First Capital Corp. 1,200 53,175
Capital One Financial Corp. 450 78,159
Citigroup, Inc. 1,675 126,044
Fannie Mae 1,300 92,219
Federal Home Loan Mortgage Corp. 1,800 112,950
FINOVA Group, Inc. 200 9,662
MBNA Corp. 650 18,322
Paychex, Inc. 800 40,850
Providian Financial Corp. 475 61,305
Schwab (Charles) Corp. 475 65,850
--------------
658,536
--------------
Food & Beverage--3.66%
Coca-Cola Co. 1,600 108,800
Kroger Co.* 1,600 48,881
Safeway, Inc.* 1,600 64,725
Sysco Corp. 1,000 29,688
--------------
252,094
--------------
Medical Products--0.62%
Guidant Corp. 400 42,950
--------------
Motorcycle Manufacturers--0.52%
Harley-Davidson, Inc. 762 35,775
--------------
Office Equipment--1.02%
Pitney Bowes, Inc. 3,075 69,938
--------------
Pharmaceuticals--10.08%
Abbott Laboratories 700 123,273
Biogen, Inc.* 400 47,531
Cardinal Health, Inc. 1,000 45,577
Lilly (Eli) & Co. 400 44,175
Merck & Co. 400 198,808
Pfizer, Inc. 1,000 142,678
Schering Plough Corp. 1,240 91,794
--------------
693,836
--------------
Printing--0.72%
Lexmark International Group, Inc.* 800 49,400
--------------
Retail Stores--16.70%
Abercrombie & Fitch Co. - Cl A* 2,300 66,588
Amazon.Com, Inc.* 2,300 120,444
BJ's Wholesale Club, Inc.* 2,300 61,094
Costco Companies, Inc.* 1,650 133,547
CVS Corp. 2,300 45,244
Dollar Tree Stores, Inc.* 1,100 40,150
Family Dollar Stores, Inc. 2,300 7,238
Gap, Inc. 925 61,570
Home Depot, Inc. 2,500 149,844
Kohl's Corp.* 1,100 39,863
Ross Stores, Inc. 925 55,125
Staples, Inc.* 2,500 92,250
TJX Cos., Inc. 900 29,981
Wal Mart Stores, Inc. 5,350 246,100
--------------
1,149,038
--------------
Telecommunications--13.91%
Adelphia Communications Corp.* 2,880 6,825
Alltel Corp. 1,150 53,950
AT&T Corp. 2,350 100,344
Cisco Systems, Inc.* 2,350 307,113
Cox Communications, Inc.* 800 11,906
Lucent Technologies, Inc. 1,150 69,144
MCI Worldcom, Inc.* 2,350 276,150
SBC Communications, Inc. 2,350 131,600
--------------
957,032
--------------
TOTAL COMMON STOCKS (Cost $5,086,955) 6,692,782
--------------
MISCELLANEOUS ASSETS--0.59%
CoreFund (Cost $40,439) 40,439 40,439
--------------
Total Investments (Cost
$5,127,394)--97.85% 6,733,221
--------------
Other Assets Less
Liabilities--2.15% 148,059
--------------
TOTAL NET ASSETS-100.00% $6,881,280
==============
*Non-income producing security.
See notes to financial statements.
The Noah Fund
NOTES TO THE FINANCIAL STATEMENTS
April 30, 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 a trade
date basis. 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.
2. CAPITAL SHARE TRANSACTIONS
Transactions in shares of the Fund were as follows:
Six Months Ended
April 30, 1999 Year Ended
(Unaudited) October 31, 1998
---------- -----------
Shares sold 158,674 102,577
Shares issued to holders in
reinvestment of dividends 3,596 472
Shares redeemed (12,303) (26,084)
---------- ----------
Net Increase 149,967 76,965
========== ==========
3. INVESTMENT TRANSACTIONS
The aggregate purchases and sales of investments, excluding short-term
investments, by the Fund for the six months ended April 30, 1999, were as
follows:
Purchases $3,487,521
Sales 435,895
At April 30, 1999, gross unrealized appreciation and depreciation of
investments for tax purposes were as follows:
Appreciation $1,676,914
(Depreciation) (71,087)
----------
Net appreciation on investments $1,605,827
At April 30, 1999, the cost of investments for federal income tax purposes
was $5,127,394.
4. ADVISORY FEE AND OTHER RELATED PARTY TRANSACTIONS
The Fund has entered into a Management Agreement with Polestar Management
Company ("Manager"). 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 advisor. The
Manager compensates the subadvisor 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.
Martin V. Miller, Esq., an Officer of the Fund, furnishes legal services
to the Fund. For the six months ended April 30, 1999, the Fund incurred
$6,085 for such services.
Certain directors and officers of the Fund are directors and officers of
the Manager.
