As filed with the Securities and Exchange Commission on March 1, 2000
File Nos. 033-69798 and 811-8058
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
Post-Effective Amendment No. 6
and
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940
Amendment No. 8
THE NOAH INVESTMENT GROUP, INC.
975 Delchester Road
Newtown Square, PA 19073
215-651-0460
William L. Van Alen, Jr., Esq.
975 Delchester Road
Newtown Square, PA 19073
(215) 651-0460
With copies to:
Max Berueffy, Esq.
American Data Services, Inc.
150 Motor Parkway
Hauppauge, NY 11788-0132
David D. Jones, Esq,
518 Kimberton Road, # 134
Phoenixville, Pennsylvania 19460
It is proposed that this filing will become effective:
[X] immediately upon filing pursuant to Rule 485,paragraph (b)
[ ] on March 1, 1999 pursuant to Rule 485, paragraph (b)
[ ] 60 days after filing pursuant to Rule 485, paragraph (a)(i)
[ ] on _____ pursuant to Rule 485, paragraph (a)(i)
[ ] 75 days after filing pursuant to Rule 485, paragraph(a)(ii)
[ ] on _____ pursuant to Rule 485, paragraph (a)(ii)
[ ] this post-effective amendment designates a new effective
date for a previously filed post-effective amendment.
TITLE OF SECURITIES BEING REGISTERED: THE NOAH FUND
The Registrant declares that an indefinite amount of its shares of
common stock is being registered by the Registration Statement pursuant
to Section 24(f) under the Investment Company Act of 1940, as amended,
and Rule 24f-2.
<PAGE>
THE NOAH FUND
- ---------------------------------------------------------------------------
A PORTFOLIO OF THE NOAH INVESTMENT GROUP, INC.
PROSPECTUS [LOGO]
Dated March 1, 2000 NOAH FUND
- ---------------------------------------------------------------------------
The Noah Fund's (the "Fund") investment objective is to achieve capital
growth while protecting invested capital (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.
The Fund will not invest in any business, or in the securities of any
business, that is engaged, either directly or through a subsidiary, in
the alcoholic beverage, tobacco, pornography and/or gambling industries,
nor will the Fund invest in any company that is in the business of
aborting life before birth.
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED
THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR
COMPLETE. ANYONE WHO TELLS YOU OTHERWISE IS COMMITTING A FEDERAL CRIME.
<PAGE>
RISK/RETURN SUMMARY
The Fund is a No-Load Fund whose investment objective is capital growth,
consistent with the preservation of invested capital (adjusted for
inflation), and current income. The Fund seeks to achieve its
objectives by primarily investing in a diversified portfolio of common
stocks of large capitalization companies ($1 billion or more) that
qualify under the Fund's screening criteria. Geewax, Terker & Company,
the Fund's sub-advisor, chooses securities for the Fund by using a
"bottoms-up" investment approach. This means that the sub-advisor
seeks investment opportunities from the company level on up, utilizing
extensive 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 and their competitive positions within their
respective industries. Individual company analysis focuses upon the
outlook for sales, profit margins, returns on capital, cash flow and
earnings per share.
The 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. Accordingly, as a matter of fundamental
policy, the Fund will not invest in any business, or in the securities
of any business, that is engaged, either directly or through a
subsidiary, in the alcoholic beverage, tobacco, pornography and/or
gambling industries, nor will the Fund invest in any company that is in
the business of aborting life before birth.
The Fund's Advisor, Polestar Management Company, is responsible for the
management of the Fund's assets and screening potential investments for
compliance with the Fund's moral principles. The sub-advisor invests
the Fund's assets under the supervision of the Advisor and in compliance
with the Advisor's directives concerning impermissible investments.
PRINCIPAL RISKS
You may lose money by investing in the Fund. The Fund invests in common
stock, so the Fund will be subject to the risks associated with common
stocks, including price volatility and the creditworthiness of the
issuing company. The stock market trades in a cyclical price pattern,
with prices generally rising or falling over time. These cyclical
periods may last for a significant period of time. The sub-advisor will
manage the portfolio subject to Polestar Management Company's
supervision and will make decisions on buying, selling or holding
portfolio securities in compliance with the Fund's philosophical
restrictions on investing in certain kinds of companies. If the Fund
has invested in a company that is later discovered to be in violation of
the Fund's investment policies, the liquidation of that security will be
required, which could result in a loss to the Fund. Further, the
sub-advisor may be prevented from investing in an otherwise attractive
investment opportunity due to the nature of that company's activities.
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.
2
<PAGE>
The bar chart and table below help show the risks of investing in the
Fund by showing changes in the Fund's yearly performance over the
lifetime of the Fund. They also compare the Fund's performance to the
performance of the S&P 500 Index** during each period. You should be
aware that the Fund's past performance may not be an indication of how
the Fund will perform in the future.
PERFORMANCE BAR CHART AND TABLE
Year-by-Year Total Returns as of December 31
[ID -- BAR CHART]
Year Ended Dec. 31, 1997 ........ 33.57%
Year Ended Dec. 31, 1998 ........ 51.33%
Year Ended Dec. 31, 1999 ........ 30.56%
Best Quarter: Q 4 1998 34.67%
Worst Quarter: Q 3 1998 -8.84%
The Fund's total return for the period November 1, 1999, through
December 31, 1999, was 10.62%.
AVERAGE ANNUAL TOTAL RETURNS (FOR PERIODS ENDING ON DECEMBER 31, 1999)
PAST ONE
YEAR SINCE INCEPTION*
-------- ----------------
The Fund 30.56% 33.37%
S&P 500 Index 21.04% 26.28%
*The Fund commenced operations on May 17, 1996.
**The S&P 500 Index is a widely recognized, unmanaged index of the 500
largest capitalization companies in the United States. The Index
assumes reinvestment of all dividends and distributions and does not
reflect any asset-based charges for investment management or other
expenses.
FEES AND EXPENSES
This table describes the fees and expenses you may pay if you buy and
hold shares of the Fund.
SHAREHOLDER FEES
(fees paid directly from your investment): NONE*
*You will be charged a fee of $10 on redemptions paid by wire transfer.
3
<PAGE>
ANNUAL FUND OPERATING EXPENSES:
(expenses that are deducted from Fund assets)
This table sets out the regular operating expenses that are paid out of
the Fund's average daily assets. These fees are used to pay for
services such as the investment management of the Fund, maintaining
shareholder records and furnishing shareholder statements.
Management Fees ............................ 1.00%
12b-1 Fees(1) .............................. 0.25%
Other Expenses ............................. 1.47%
-----
Total Annual Fund Operating Expenses(2) .... 2.72%
(1) Because these fees are paid out of the Fund's assets on an ongoing
basis, over time these fees will increase the cost of your investment
and may cost you more than paying other types of sales charges.
(2) Actual Fund operating expenses were 2.20% due to voluntary expense
reimbursement and fee waivers incurred by the Advisor.
EXAMPLE: This example is intended to help you compare the costs of
investing in the Fund with the costs of investing in other mutual funds.
The example assumes that you invest $10,000 in the Fund for the time
periods indicated and then redeem all your shares at the end of those
periods. The example also assumes that your investment has a 5% return
each year and that the Fund's gross operating expenses, without taking
into consideration any fee waivers and expense reimbursements, remain
the same. Although your actual costs may be higher or lower, based on
these assumptions, your costs would be:
ONE YEAR THREE YEARS FIVE YEARS TEN YEARS
-------- ----------- ---------- ---------
$275 $844 $1,440 $3,051
The above example does not include the $10 fee that you would have to
pay if you redeemed your shares by wire transfer. Because the Fund does
not charge a redemption fee except for wire transfers, you would pay the
same fees set forth above even if you did not redeem your shares.
Prior to February 1, 1999, the Fund's Advisor operated under a voluntary
agreement to waive receipt of its fees and/or assume certain expenses of
the Fund, to the extent possible, to insure that the Fund's total
expenses did not exceed 1.75% annually. As of March 1, 1999, the
Advisor has voluntarily agreed to waive receipt of its fees and/or
assume certain expenses of the Fund, to the extent possible, to insure
that the Fund's total expenses do not exceed 2.20%. For the Fund's
fiscal years ended on October 31, 1999; October 31, 1998, and October
31, 1997, the Advisor incurred expense reimbursements and fee waivers of
$36,853; $51,285 and $94,353, respectively.
INVESTMENT OBJECTIVES AND PRINCIPAL INVESTMENT STRATEGIES
The Fund's investment objective and principal investment strategies are
generally described in the Risk/Return Section of this Prospectus. This
Section sets out additional information you should know before you
invest.
The Fund seeks to realize capital appreciation by investing at least 65%
of its average net assets in a diversified portfolio of common stocks of
large capitalization companies ($1 billion or more). Be aware that,
when selecting companies for the Fund, no company can be included in the
Fund's portfolio unless it satisfies the Fund's moral criteria. Subject
to those restrictions, in the Advisor's opinion, large capitalization
companies are advantageously positioned to achieve superior long-term
asset value and earnings growth for the following reasons:
1. Large capitalization companies typically are able to better realize
the results of company research and new product development.
4
<PAGE>
2. Large capitalization companies typically are better able to dedicate
more of their resources to capital spending and market expansion.
3. Large capitalization companies typically have greater resources and
more management depth to allow these companies to achieve significant
presence in their chosen markets.
The Fund's sub-advisor, under the direction of the Advisor, will choose stocks
for the Fund. The sub-advisor's choices are always subject to the fundamental
moral philosophy of the Fund, and no stock will be purchased for the Fund that
knowingly violates that philosophy. The sub-advisor makes its choices based, in
part, on the sub-advisor's analysis of broad macroeconomic and political factors
such as inflation, interest rates, tax developments and currency rates.
The sub-advisor also conducts extensive 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 and their competitive positions within their
respective industries. Individual company analysis focuses upon the outlook for
sales, profit margins, returns on capital, cash flow and earnings per share.
During periods when the Fund's Advisor deems it advisable for the Fund
to be in a temporary 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 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.
RISK FACTORS
You may lose money by investing in the Fund. The likelihood of loss is
greater if you invest for a shorter period of time. The value of the
Fund's investments will vary from day-to-day, reflecting changes in
market conditions, interest rates and other company, political and
economic news. Over the short term, stock prices can fluctuate
dramatically in response to these factors. There is no assurance that
the Fund can achieve its investment objective, since all investments are
inherently subject to market risk.
INVESTING IN THE NOAH FUND
OPENING AND ADDING TO YOUR ACCOUNT
You can invest directly in the Fund in a number of ways. Simply choose
the one that is most convenient for you. Any questions you may have can
be answered by calling 1-800-794-NOAH. You may also purchase Fund
shares through broker-dealers or other financial organizations.
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
Fund shares. Your purchase of Fund shares is subject to the following
minimum investment amounts:
MINIMUM INVESTMENT
------------------
TO OPEN ACCOUNT ADDITIONAL INVESTMENTS
--------------- ----------------------
Regular Account ................... $1,000 $50
IRAs .............................. $ 500 $50
Non-Working Spousal IRA(1) ........ $ 250 $50
IRA Rollovers ..................... $1,000 $50
401(k) Plans, Qualified Retirement
Plans and SEP-IRAs .............. $1,000 $50
(1) A regular IRA must be opened first.
5
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
TO OPEN AN ACCOUNT TO ADD AN ACCOUNT
------------------ -----------------
BY MAIL Complete an Account Registration Make your check payable to The Noah
Form, make a check payable to The Fund and mail it to the address at
Noah Fund and mail the Form left.
and check to The Noah Investment
Group, Inc., P.O. Box 5536, Please include your account number
Hauppauge, NY 11788-0132. on your check.
Or use the convenient form attached
BY OVERNIGHT COURIER The Noah Investment Group, Inc., to your regular Fund statement.
c/o American Data Services, Inc.,
150 Motor Parkway, Suite 109,
Hauppauge, NY 11788.
BY WIRE Call 1-800-794-NOAH to obtain an
account number.
Ask your bank to wire funds to Ask your bank to wire immediately
Account of available funds to the location
First Union National Bank, N.A. described at the left, except that
ABA#: 031201467 the wire should note that it is to
Credit: The Noah Investment make a subsequent purchase rather
Group, Inc. than to open a new account.
Account #: 5014199596610
Further credit: The Noah Fund.
Include your name and account
number.
The wire should also state that
you are opening a new NOAH
Fund account.
BY TELEPHONE Telephone transactions may not be Call 1-800-794-NOAH to make your
PURCHASES TRANSFERRING used for initial purchases. If purchase.
MONEY FROM YOUR you want to make subsequent
CHECKING, NOW OR BANK transactions via telephone, please
MONEY MARKET ACCOUNT select this service on your
Account Registration Form.
</TABLE>
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.
6
<PAGE>
PURCHASE BY MAIL
Your purchase order, if in proper form and accompanied by payment, will
be processed upon receipt by American Data Services, Inc., the Fund's
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 Fund's net asset
value calculated at the close of regular trading on that day.
Otherwise, your shares will be purchased at the net asset value
determined as of the close of regular trading on the next business day.
The Company does not consider the U.S. Postal Service or any other
independent delivery service to be its agent. Therefore, deposit in the
mail or with such services, or receipt at American Data Services' 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:
The Noah Investment Group
c/o American Data Services, Inc.
150 Motor Parkway, Suite 109
Hauppauge, NY 11788
All applications to purchase shares of the Fund are subject to
acceptance or rejection by 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 or money order drawn on a U.S. bank, savings & loan or credit
union. The Custodian will charge a $20.00 fee against your account, in
addition to any loss sustained by the Fund, for any payment check
returned to the Custodian for insufficient funds. The Company reserves
the right to refuse to accept applications under circumstances or in
amounts considered disadvantageous to shareholders. 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 5:00 p.m. East Coast
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 organizations may charge a
separate fee for administrative services in connection with investments
in Fund shares and may impose account minimums and other requirements.
These fees and requirements would be in addition to those imposed by the
Fund. 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
In order to be able to purchase shares by telephone, your account
authorizing such purchases must have been established prior to your
call. Your initial purchase of shares 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 at 1-800-794-NOAH.
7
<PAGE>
You may make purchases by telephone only if you have an account at a
bank that is a member of the Automated Clearing House. Most transfers
are completed within three business days of your call. To preserve
flexibility, the Company may 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.
American Data Services, Inc., the Fund's transfer agent, employs certain
procedures designed to confirm that instructions communicated by
telephone are genuine. Such procedures may include, but are not limited
to, 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
American Data Services, Inc., nor the Fund will be liable for any loss,
cost or expense for acting upon telephone instructions that are believed
to be genuine. 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, you will bear the risk of any loss unless the Fund has
failed to follow procedures such as the above. However, if the Fund
fails to follow such procedures, it may be liable for such losses.
WIRE PURCHASES
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.
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. Common stocks and other equity-type
securities listed on a securities exchange are valued at the last quoted
sales price on the day of valuation. Price information on listed stocks
is taken from the exchange where the security is primarily traded.
Securities listed on an exchange but not traded on the valuation date
are valued at the latest quoted bid price. Unlisted securities for
which market quotations are readily available are valued at the latest
quoted bid price. Other assets of the Fund for which no market
quotations are readily available are valued at market value as
determined in good faith by the Advisor under the supervision of the
Board of Directors. Short-term securities (those with remaining
maturities under 60 days) are valued at amortized cost, which
approximates market value. 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.
8
<PAGE>
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 via U.S. mail or overnight courier
service to:
BY U.S. MAIL BY OVERNIGHT COURIER
------------ --------------------
THE NOAH FUND THE NOAH FUND
C/O AMERICAN DATA SERVICES, INC. C/O AMERICAN DATA SERVICES, INC.
P.O. BOX 5536 150 MOTOR PARKWAY, SUITE 109
HAUPPAUGE, NY 11788-0132 HAUPPAUGE, NY 11788
The selling price of the shares being redeemed will be the Fund's per
share net asset value next 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. The Fund has made an election under Rule 18f-1 of the
Investment Company Act of 1940, as amended, which allows the Fund to
redeem shares, under certain circumstances, "in-kind." This means that
the Fund may choose to redeem your shares with securities instead of
cash. See the Statement of Additional Information for a more detailed
discussion of in-kind redemptions.
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
American Data Services, Inc., within 15 days previous to the request
for redemption.
In addition, signature guarantees are required for all redemptions of
$2,500 or more from any Fund shareholder account. A redemption will not
be processed until the signature guarantee, if required, is received in
Good Order.
9
<PAGE>
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
You may redeem your shares in the Fund by calling the Transfer Agent at
1-800- 794-NOAH if you elected to use telephone redemption on your
account application when you initially purchased shares. Redemption
proceeds must be transmitted directly to you or to your pre-designated
account at a domestic bank. You may not redeem by telephone if a change
of address request has been received by the Company or American Data
Services, Inc., within 15 days previous to the request for redemption.
During periods of substantial economic or market changes, telephone
redemptions may be difficult to implement. If you are unable to contact
the Transfer Agent by telephone, shares may be redeemed by delivering
the redemption request in person or by mail. You should understand that
with the telephone redemption option, you may be giving up a measure of
security that you might otherwise have had were you to redeem your
shares in writing. In addition, interruptions in telephone service may
mean that you 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 your account falls to less than $500, the
Company may notify you that, unless your account is increased to $500 in
value, it will redeem all your shares and close the account by paying
you the redemption proceeds and any dividends and distributions declared
and unpaid at the date of redemption. You will have thirty days after
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 your 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
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 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 your bank 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 $50.
For information and assistance concerning the Automatic Investment Plan,
please call the Investor Service Department at 1-800-794-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,
10
<PAGE>
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 American Data
Services, Inc., 150 Motor Parkway, Suite 109, Hauppauge, NY 11788 or by
calling American Data Services, Inc., at 1-800-794-NOAH.
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. Contact
your investment professional or call the Fund at 1-800-794-NOAH to
receive information concerning your options.
DIVIDENDS AND DISTRIBUTIONS
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 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.
Unless you elect to have your distributions paid in cash, your
distributions will be reinvested in additional shares of the Fund. You
may change the manner in which your dividends are paid at any time by
writing to American Data Services, Inc., 150 Motor Parkway, Suite 109,
Hauppauge, NY 11788.
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 preemption rights.
Shareholder meetings will not be held unless required by Federal or
State law or in connection with an undertaking given by the Fund (See
Statement of Additional Information).
11
<PAGE>
MANAGEMENT OF THE FUND
The business affairs of the Fund are managed under the general
supervision of a Board of Directors.
INVESTMENT ADVISOR
Polestar Management Company ("Polestar Management"), 975 Delchester
Road, Newtown Square, PA 19073, 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. Polestar Management has secured the services of
Geewax Terker & Company as sub-advisor. (See "Sub-Investment Advisor,"
p. 12.) 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. For the fiscal
year ending October 31, 1999, the Advisor waived $36,853 in management
fees.
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, discipleship 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 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 ADVISOR
Geewax Terker & Company ("Geewax Terker"), 99 Starr Street,
Phoenixville, PA 19460, is responsible for the investment and
reinvestment of the Fund's assets. Mr. John J. Geewax, a general
partner, is responsible for the day-to-day recommendations regarding the
investment of the Fund's portfolio. Mr. Geewax has been awarded a
Bachelor of Science Degree, a Master's Degree in Business Administration
and Doctorate in Philosophy (ABD) by the University of Pennsylvania. He
has taught at the University of Pennsylvania's Wharton School. While
teaching at the Wharton School, he, together with his partner, Mr. Bruce
Terker, developed the investment strategy presently utilized by Geewax
Terker.
Geewax Terker will charge a sub-advisory fee calculated as follows: on
NOAH FUND average net assets up to $20 million: $1; on average net
assets from $20 million to $50 million: .75%; on average net assets from
$50 million to $100 million: .50% and on net assets of $100 million and
above: .35%. (The NOAH FUND will have no responsibility for the payment
of Geewax Terker's fees; the payment of any such fees will be the sole
responsibility of Polestar Management.)
12
<PAGE>
BROKERAGE ALLOCATION
Quaker Securities, Inc., ("Quaker") a registered broker-dealer and
member of the National Association of Securities Dealers, Inc., will
arrange for the execution of portfolio transactions. In placing
brokerage orders, Quaker will seek the best overall terms available. In
assessing the best overall terms available for any transaction, Quaker
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. Quaker is authorized to pay to a
broker or dealer who provides such brokerage 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 Quaker determines, in good faith, that
such commission was reasonable in relation to the value of the brokerage
services provided by such broker or dealer -- viewed in terms of that
particular transaction or in terms of the overall responsibilities of
Quaker to 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.
CUSTODIAN
First Union National Bank, N.A., 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
American Data Services, Inc., 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. American Data Services, Inc., 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.
FEDERAL TAXES
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 advisor with specific
reference to your own tax situation.
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. Accordingly,
the Fund will pay dividends and make such distributions as are necessary
to maintain its qualification as a regulated investment company under
the Code.
13
<PAGE>
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 the 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 also be subject to state and local taxes.
You may realize a taxable gain or loss when redeeming shares of the Fund
depending on the difference in the prices at which you purchased and
sold the shares.
Because your state and local taxes may be different than the federal
taxes described above, you should see your tax advisor regarding these
taxes.
GENERAL INFORMATION
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.
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, preparation and
distribution of advertising materials and sales literature, and payments
to dealers and shareholder servicing agents.
Because these fees are paid out of the Fund's assets on an ongoing
basis, over time these fees will increase the cost of your investment
and may cost you more than paying other types of sales charges.
14
<PAGE>
FINANCIAL HIGHLIGHTS
THE FINANCIAL HIGHLIGHTS TABLE IS INTENDED TO HELP YOU UNDERSTAND THE
FUND'S FINANCIAL PERFORMANCE SINCE ITS INCEPTION ON MAY 17, 1996.
CERTAIN INFORMATION REFLECTS FINANCIAL RESULTS FOR A SINGLE FUND SHARE.
THE TOTAL RETURNS IN THE TABLE REPRESENT THE RATE THAT AN INVESTOR WOULD
HAVE EARNED (OR LOST) ON AN INVESTMENT IN THE FUND (ASSUMING
REINVESTMENT OF ALL DIVIDENDS AND DISTRIBUTIONS). THIS INFORMATION HAS
BEEN AUDITED BY SANVILLE & COMPANY, WHOSE REPORT, ALONG WITH THE FUND'S
FINANCIAL STATEMENTS, ARE INCLUDED IN THE FUND'S ANNUAL REPORT, WHICH IS
AVAILABLE WITHOUT CHARGE UPON REQUEST.
<TABLE>
<CAPTION>
MAY 17, 1996,(1)
YEAR ENDED YEAR ENDED YEAR ENDED THROUGH
OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31,
1999 1998 1997 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%
</TABLE>
(1) Commencement of Operations.
(2) Net Investment Loss 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 statement contained in the Fund's Annual Report.
15
<PAGE>
FOR MORE INFORMATION
Additional information about the Fund is available in the Fund's latest
annual and semi-annual reports to shareholders, which may be obtained
from the Fund at no cost by contacting the Fund in one of the manners
described below. In the Fund's annual and semi-annual reports, you will
find a discussion of the market conditions and investment strategies
that significantly affected the Fund's performance during its last
fiscal year.
STATEMENT OF ADDITIONAL
INFORMATION (SAI) BY MAIL:
The SAI contains more detailed The Noah Investment Group, Inc.
Information on all aspects of the c/o American Data Services, Inc.
Fund. A current SAI, dated March 1, 150 Motor Parkway, Suite 109
2000, has been filed with the SEC Hauppauge, NY 11788
and is incorporated by reference
into (is legally a part of) this BY PHONE: 1-800-794-NOAH
prospectus.
ON THE INTERNET:
To request a free copy of the SAI, www.noahfund.com
or the Fund's latest annual [email protected]
report, please contact the Fund.
Or you may view or obtain these
documents from the SEC.
IN PERSON: at the SEC's Public
Reference Room in Washington, D.C.
BY PHONE: 1-800-SEC-0330
BY MAIL: Public Reference Section,
Securities and Exchange Commission,
Washington, D.C. 20549-6009
(duplicating fee required)
ON THE INTERNET: www.sec.gov
The NOAH FUND
c/o American Data Services, Inc.
150 Motor Parkway, Suite 109
Hauppauge, NY 11788
1-800-794-NOAH
www.noahfund.com
Investment Company Act No.
811-1061
16
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
TABLE OF CONTENTS
Risk/Return Summary ................... 2
Fees and Expenses ..................... 3
Investment Objectives and Strategies .. 4
Risk Factors .......................... 5
Investing in The NOAH FUND ............ 5
How to Sell (Redeem) Shares ........... 9 [LOGO]
Shareholder Services .................. 10
Dividends and Distributions ........... 11 NOAH FUND
The Noah Investment Group ............. 11
Management of the Fund ................ 12
Brokerage Allocation .................. 13
Fund Service Providers ................ 13
Federal Taxes ......................... 13
General Information ................... 14
Distribution Fee ...................... 14
Financial Highlights .................. 15
PROSPECTUS
1-800-794-6624
1-800-794-NOAH
www.noahfund.com
MARCH 1, 2000
<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 March 1, 2000 of The Noah Fund. To
obtain a copy of the Prospectus, please call 1-800-794-NOAH.
Dated: March 1, 2000
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
Brokerage Allocations
Special Investor Services
Purchase and Redemption of Shares
Taxes, Dividends and Capital Gains
Auditor
Financial Statements
Additional Performance Information for the Fund
INVESTMENT OBJECTIVE AND POLICIES
The investment objective, investment policies, and the fundamental
philosophical investment restriction of the Noah Fund ("Fund") are
described in the Fund's Prospectus. The Fund is subject to the
following additional fundamental investment restrictions. Fundamental
investment restrictions may not be changed without a vote of a majority
of the Fund's outstanding shares, as that term is defined in the
Investment Company act of 1940.
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) invest 25% or more of its total assets in one or more issuers
conducting their principal business activities in the same industry.
<PAGE>
(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.
(j) Issue or invest in senior securities.
These investment limitations, described above, are considered at the
time that Securities are purchased.
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.
- 2 -
<PAGE>
DIRECTORS AND OFFICERS OF THE FUND
<TABLE>
<CAPTION>
POSITIONS HELD WITH PRINCIPAL OCCUPATION
NAME, ADDRESS and AGE THE COMPANY LAST FIVE YEARS
- --------------------------------------------------------------------------------------------
<S> <C> <C>
William L. Van Alen, Jr., Esq. Director, President Mr. Van Alen is an attorney and
975 Delchester Road Treasurer has been engaged in the private
Newtown Square, PA 19073 practice of law since 1962. He
is President and Chairman of the
Age: 66 Board and a Director of Polestar
Management Company, Newtown
Square, PA 19073, the Fund's
investment manager. He is
also President of
Cornerstone Entertainment, Inc.,
a company engaged in the film
and entertainment industry.
- --------------------------------------------------------------------------------------------
*James L. Van Alen, II Director Mr. Van Alen is now, and has
Indian River Farm been since 1981, employed by the
936 Plumstock Road stock brokerage firm Janney,
Newtown Square, PA 19073 Montgomery, Scott, Philadelphia,
PA.
Age: 64
- --------------------------------------------------------------------------------------------
George R. Jensen, Jr. Director Mr. Jensen is the founder,
3 Sugarknoll Road Chairman and Chief Executive
Devon, PA 19333 Officer of USA Technologies,
Inc., a company that markets
Age: 50 business machines activated by
credit 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
that 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.
- --------------------------------------------------------------------------------------------
</TABLE>
- 3 -
<PAGE>
<TABLE>
<CAPTION>
POSITIONS HELD WITH PRINCIPAL OCCUPATION
NAME, ADDRESS and AGE THE COMPANY LAST FIVE YEARS
- --------------------------------------------------------------------------------------------
<S> <C> <C>
Christina Jaumotte DeGalavis Director Mrs. DeGalavi has engaged in
private practice as a
Village of Golf psychologist for the past ten
Del Ray, FL 33436 years, specializing in marital
counseling. She has also been
Age: 51 actively 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 young persons 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.
- --------------------------------------------------------------------------------------------
Forrest H. Anthony Director Forrest H. Anthony, M.D., Ph.D.
1426 Fairview Road is currently the Director of
Villanova, PA 19085 Science and Technology at the
University City Science Center.
Age: 49 He was previously Chief
Executive Officer at Avid
Corporation, a biotechnology
company he founded in 1986,
until its merger with Triangle
Pharmaceuticals Inc. in August
1997. Dr. Anthony received a
B.A. in Biology from Dartmouth
College, an M.D. from the
University of Oregon, and a
Ph.D. in Biomedical Engineering
from the University of Virginia.
He previously worked in senior
- --------------------------------------------------------------------------------------------
</TABLE>
- 4 -
<PAGE>
<TABLE>
<CAPTION>
POSITIONS HELD WITH PRINCIPAL OCCUPATION
NAME, ADDRESS and AGE THE COMPANY LAST FIVE YEARS
- --------------------------------------------------------------------------------------------
<S> <C> <C>
staff positions at Johnson &
Johnson and at Rorer Group Inc.,
and served (until July 1997) on
the Board of Directors and
Executive Committee of the
Biotechnology Industry
Organization (BIO), a national
trade association for the
biotechnology industry.
- --------------------------------------------------------------------------------------------
Roger J. Knake Director He is currently, and has been
615 Mountain View Road for the last seven years,
Berwyn, PA 19312 President and Chief Executive
Officer, XITEL, Inc., a
Age: 58 communications company engaged
in the development and marketing
of electronic mail software.
Prior to that, Mr. Knake was a
Systems Analyst with E.I.
duPont.
- --------------------------------------------------------------------------------------------
</TABLE>
* INTERESTED PERSONS
Mr. William L. Van Alen, Jr. is an interested person by virtue of being
an officer and director of The Noah Investment Group, Inc. and an
officer and director 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 February 16, 2000, the following persons
were known by the Fund to be the beneficial owners of more than 5% of
the Fund's outstanding Shares:
Percentage of Ownership
Name Address of the Fund
- ---- ------- -----------------------
John M. Templeton c/o Glenmede Trust Company, 7.81%
Philadelphia, PA 19102
William M. McGinley 302 E. Oak Avenue, 7.23%
Moorestown, NY 08057
James L. Van Alen 936 Plumstock Road, 6.48%
Newtown Square, PA 19073
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 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 July 9, 1997 called
for the purpose of voting on such Agreement. 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
- 5 -
<PAGE>
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.
Mr. William L. Van Alen, Jr. is President, Treasurer and a director of
Polestar Management. Mr. William L. Van Alen, Jr. and Ms. Judy
Van Alen own, respectively, 90% and 10% 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, Inc. 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 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. For the fiscal
year ending October 31, 1999, October 31, 1998, and October 31, 1997,
the Adviser waived fees of $36,853, $17,127, and $6,566, respectively.
SUB-ADVISOR
Geewax Terker & Company ("Geewax Terker") is a registered investment
adviser. It serves as sub-advisor to the Fund pursuant to a
Sub-Advisory Agreement dated January 9, 1998 ("Sub-Advisory Agreement")
between Polestar Management and Geewax Terker. The Geewax Terker
Sub-Advisory Agreement was approved by a majority of The Noah Investment
Group's 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 on
December 11, 1997 and by the Fund's shareholders at the annual
shareholders' meeting held on January 9, 1998.
Geewax Terker 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 Geewax Terker, in writing, of such
further limitations; (ii) formulate and implement a continuing
investment program for managing the assets and resources of the Fund,
which Geewax Terker 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
- 6 -
<PAGE>
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 Geewax Terker'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.
Geewax Terker 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 Geewax
Terker 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 Geewax Terker'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.
Geewax Terker will charge a sub-advisory fee calculated as follows: on
Noah Fund average net assets up to $20 million - $1; on average net
assets from $20 million to $50 million - .75%; on average net assets
from $50 million to $100 million - .50% and on net assets of $100
million and above - .35%. The Noah Fund will have no responsibility for
the payment of Geewax Terker's fees; the payment of any such fees will
be the sole responsibility of Polestar Management Company. For each of
the fiscal years ending October 31, 1999, October 31, 1998, and October
31, 1997, Geewax Terker received from the Adviser a fee of $1.
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 0.25% 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 and who have no direct or indirect
financial interest in the Distribution Plan or any related agreement),
by the vote of the Fund's shareholders at the annual shareholders'
meeting held on January 9, 1998. The Distribution Plan has been
approved for a term ending December 31, 1998, 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,
- 7 -
<PAGE>
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.
For the fiscal years ending October 31, 1999, October 31, 1998, and
October 31, 1997, the Fund accrued 12b-1 fees of $15,740, $0, and $402,
respectively, all of which was reimbursed to the Fund by Polestar
Management.
BROKERAGE ALLOCATION
Quaker Securities, Inc. ("Quaker") a registered broker-dealer and
member of the National Association of Securities Dealers, Inc., will
arrange for the execution of portfolio transactions. In placing
brokerage orders, Quaker will seek the best overall terms available. In
assessing the best overall terms available for any transaction, Quaker
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. Quaker is authorized to pay to a
broker or dealer who provides such brokerage 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 Quaker determines, in good faith, that
such commission was reasonable in relation to the value of the brokerage
services provided by such broker or dealer - viewed in terms of that
particular transaction or in terms of the overall responsibilities of
Quaker to the Fund. Brokerage transactions may also be allocated in
recognition of sale of Fund shares.
For the fiscal years ending October 31, 1999, October 31, 1998, and
October 31, 1997, the Fund paid $10,490, $2,662, and $3000,
respectively, in brokerage fees, all of which was reimbursed to the Fund
by Polestar Management.
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.
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.
- 8 -
<PAGE>
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 1-800-794-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.
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.
AUDITOR
Sanville & Company serves as the Fund's independent public accountants
and will audit the Fund's financial statements.
- 9 -
<PAGE>
REGISTRATION STATEMENT
This SAI and the Prospectus do not contain all the information included
in the Trust's registration statement filed with the SEC under the 1933
Act with respect to the securities offered hereby. The registration
statement, including the exhibits filed therewith, may be examined at
the office of the SEC in Washington, D.C.
Statements contained herein and in the Prospectus as to the contents of
any contract or other documents are not necessarily complete, and, in
each instance, are qualified by, reference is made to the copy of such
contract or other documents filed as exhibits to the registration
statement.
FINANCIAL STATEMENTS
The financial statements of the Funds for the year ended September 30,
1998, included in the Annual Report to shareholders of the Trust are
incorporated herein by reference. These financial statements only
include the schedules of investments, statements of assets and
liabilities, statements of operations, statements of changes in net
assets, financial highlights, notes and independent auditors' report.
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
- 10 -
<PAGE>
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 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
------
ITEM 23.
Exhibit No. Description of Exhibit
- ----------- ----------------------
(a) Articles of Incorporation (See Note 1)
(b) Bylaws (See Note 1)
(c) Not Applicable.
(d) Management Agreement with Polestar management and investment
Sub-advisory Agreement with Geewax, Terker (See Note 2).
(e) Underwriting Agreement (See Note 2)
(f) Not Applicable.
(g) Form of Custody Agreement (See Note 2)
(h) Administrative Service Agreement (Imperial BankFund)
(Aii Aggressive Trading Fund (See Note 2)
(h)(1) Form of Administrative Service Agreement (MegaTrends Fund;
Phoenix Management Fund; Kaminski Poland Fund) (See Note 4)
(h)(2) Form of Transfer Agency Agreement (See Note 2)
(i) Opinion of. as to the legality of the securities being
registered, including their consent to the filing thereof and
as to the use of their names in the Prospectus (See Note 2)
(j) Consent of McCurdy & Associates, CPAs, Inc., independent
auditors (Imperial BankFund) (See Note 2)
(k) Not Applicable.
(l) Subscription Letter (See Note 2)
(m) Distribution (12b-1) Plan (Imperial BankFund) (See Note 2)
(m)(1) Distribution (12b-1) Plan ((Aii Agressive Trading Fund)
(See Note 2)
(m)(2) Distribution (12b-1) Plan (MegaTrends Fund; Phoenix
Management Fund; and Kaminski Poland Fund) (See Note 4)
(n) Financial Data Schedule--- attached as Exhibit 23(n)
(n) Rule 18f-3 Plan (See Note 1)
Other Exhibits Not Applicable
Notes to Exhibits:
(1) Filed with the Securities and Exchange Commission as an Exhibit to
Pre-Effective Amendment No. 2 to the Registrant's Registration
Statement (Reg. No. 033-69798) filed on April 16, 1996.
(2) Filed with the Securities and Exchange Commission as an Exhibit to
Post-Effective Amendment No. 2 to the Registrant's Registration
Statement (Reg. No. 033-69798) filed on December 31, 1997.
(3) Included in Part B under Financial Statements.
(4) Filed with the Securities and Exchange Commission as an Exhibit to
Pre-effective Amendment No. 2 to the Registrant's Registration
Statement (Reg. No. 033-69798) filed on September 20, 1995.
(5) Filed herewith.
<PAGE>
Item 24. Persons Controlled by or Under Common Control With Registrant
- -----------------------------------------------------------------------
See Caption "Principal Holders of Securities" in the Statement of
Additional Information
Item 25. 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. 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 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"
<PAGE>
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 26. Business and Other Connections of Investment Adviser
- --------------------------------------------------------------
None
Item 27. Principal Underwriter
- -------------------------------
The Fund does not have a principal underwriter
Item 28. 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 Declaration
Services Company, 555 North Lane, Suite 6160, Conshohocken, PA 19428.
Item 29. Management Services
- -----------------------------
There are no management service contracts not described in Part A or
Part B of Form N-1A.
Item 30. Undertakings
- ----------------------
Not Applicable
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets
all of the requirements for the effectiveness of this Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and
has duly caused this Post-Effective Amendment No. 6 to its Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Newtown Square, Commonwealth of Pennsylvania,
on the 29th day of February 2000.
THE NOAH INVESTMENT GROUP, INC.
____________________________________
By: /s/ William L. Van Alen, Jr.
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. Director February 29, 2000
President
And Treasurer
_________________________________
WILLIAM L. VAN ALEN, JR.
/s/ Forrest H. Anthony Director February 29, 2000
_________________________________
FORREST H. ANTHONY
/s/ James L. Van Alen, II Director February 29, 2000
_________________________________
JAMES L. VAN ALEN, II
<PAGE>
NAME TITLE DATE
/s/ Christina Jaumotte De Galavis Director February 29, 2000
_________________________________
CHRISTINA JAUMOTTE DE GALAVIS
/s/ Roger J. Knake Director February 29, 2000
_________________________________
ROGER J. KNAKE
/s/ George R. Jensen, Jr. Director February 29, 2000
_________________________________
GEORGE R. JENSEN, JR.
The above persons signing as Directors are all of the members of the
Company's Board of Directors.
