UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-08058
The Noah Investment Group Inc.
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(Exact name of registrant as specified in charter)
975 Delchester Road
P.O. Box 727
Newtown Square, PA 19028
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(Address of principal executive offices) (Zip code)
CITCO Mutual Fund Services, Inc.
83 General Warren Blvd., Suite 200
Malvern, PA 19355
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(Name and address of agent for service)
Registrant's telephone number, including area code: 1-800-794-6624
Date of fiscal year end: 10/31/2004
Date of reporting period: 4/30/2004
Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. ss. 3507.
ITEM 1.
[LOGO NOAH FUND]
1-800-794-6624
1-800-794-NOAH
SEMI-ANNUAL REPORT
APRIL 30, 2004
April 30, 2004
Dear Fellow Shareholders:
Once again we at the NOAH FUND thank you for your investment in and support of
the FUND.
For the six month period ended April 30, 2004, your FUND achieved an unaudited
total return of 3.01%, compared with a return of 3.40% for the same period last
year. The FUND's unaudited one year return through April 30, 2004 was 18.56%,
compared to -14.57% for the same period last year. FUND returns for other
periods are detailed in the body of your semi-annual report, and I encourage you
to read it carefully. You will find that our FUND's investment philosophy has
recently borne fruit.
Our FUND continues to benefit from the involvement of John Geewax and Geewax
Terker & Co. as sub-adviser to the FUND. Geewax Terker is responsible for the
day to day investment of the FUND's assets and has designed and implemented the
investment strategy that has resulted in the FUND's performance results. Geewax
Terker has always followed a philosophy for the FUND of investing in large-cap
growth stocks, with a long term holding horizon, and staying as fully invested
as possible.
As you are probably aware, Polestar Management Company, your FUND's investment
adviser, continues its commitment to donate up to ten percent of the gross
management fees it receives as a tithe to missions, discipleships, and the needs
of the poor. Over the last year, Polestar has made donations to Campus Crusade
for Christ International, Inc., Providence Forum, and the Urban Family Council.
We are grateful to be a part of a FUND with biblically based principles, and our
commitment to tithe further serves that purpose to the greater glory of our
Lord.
Investing in the FUND is more than a decision to invest in a security with the
hopes of achieving profit. It is a statement that your investment counts and
that your care about the morality and actions of the companies in which you
invest. The NOAH FUND will always remain committed to its principles, and we
urge you to continue to support the FUND in this mission. If you would like more
information about the FUND, please feel free to call us at 1-800-794 NOAH
(6624).
In Jesus' Name,
/s/ William L. Van Alen, Jr.
William L. Van Alen, Jr.
President
NOAH FUND
THE PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE. PAST PERFORMANCE DOES
NOT GUARANTEE FUTURE RESULTS. AS OF 3/31/04, PERFORMANCE FOR THE 1-YEAR, 5-YEAR
AND SINCE INCEPTION PERIODS (INCEPTION DATE 5/17/96) WITH SALES LOAD IS 21.97%,
- -9.82%, AND 4.67%, RESPECTIVELY. THE FUND IS SUBJECT TO A MAXIMUM SALES LOAD OF
5.50%. THE RETURN FIGURES ASSUME REINVESTMENT OF DIVIDENDS PAID BY THE FUND AND
REFLECT FEES AND EXPENSES CHARGED TO THE FUND. THE ADVISOR HAS AGREED TO WAIVE
OR DEFER A PORTION OF THE MANAGEMENT FEES AND TO PAY OTHER OPERATING EXPENSES
OTHERWISE PAYABLE BY THE FUND. WITHOUT SUCH A WAIVER, RETURNS WOULD BE LOWER.
THE INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT WILL FLUCTUATE, SO
THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR
ORIGINAL COST. CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE
DATA QUOTED. TO OBTAIN THE MOST RECENT MONTH-END STANDARDIZED PERFORMANCE, CALL
1-800-794-NOAH (6624) OR VISIT WWW.NOAHFUND.COM.
- 2 -
NOAH FUND LARGE-CAP GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS
APRIL 30, 2004 (UNAUDITED)
- --------------------------------------------------------------------------------
MARKET
SHARES VALUE
------ -----
COMMON STOCKS - 99.43%
BIOTECHNOLOGY - 0.64%
Charles River Laboratories
International, Inc.* 1,350 $ 62,100
--------
BUILDING MATERIALS - 0.46%
Drew Industries, Inc.* 400 14,880
Florida Rock Industries, Inc. 230 9,152
Masco Corp. 720 20,167
--------
44,199
--------
CHEMICALS - 0.86%
Ashland, Inc. 400 19,160
Valspar Corp. 1,300 64,545
--------
83,705
--------
COMMERCIAL SERVICES - 3.00%
Aarons Rents, Inc. 3,600 104,256
Aramark Corp. 6,500 185,900
--------
290,156
--------
COMPUTER SOFTWARE & SERVICES - 10.08%
Autodesk, Inc. 6,200 207,700
Microsoft Corp. 25,150 653,145
Pixar, Inc.* 200 13,660
Red Hat, Inc.* 4,500 102,195
--------
976,700
--------
COMPUTERS - 4.56%
Dell, Inc.* 12,300 426,933
Imation Corp. 380 14,809
--------
441,742
--------
COSMETICS & TOILETRIES - 3.92%
Procter & Gamble Co. 3,590 379,642
--------
DIVERSIFIED MANUFACTURING - 4.08%
3M Co. 2,720 235,226
Carlisle Companies, Inc. 1,180 69,915
Corning, Inc.* 7,800 86,034
Dover Corp. 100 4,003
--------
395,178
--------
The accompanying notes are an integral part of the financial statements.
- 3 -
NOAH FUND LARGE-CAP GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS
APRIL 30, 2004 (UNAUDITED)
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MARKET
SHARES VALUE
------ -----
ELECTRONICS & ELECTRICAL DEVICES - 2.29%
Rogers Corp.* 2,490 148,653
WESCO International, Inc.* 5,110 73,073
--------
221,726
--------
FINANCIAL SERVICES - 8.60%
American Express Co. 860 42,097
Capital One Financial Corp. 1,120 73,394
CIT Group, Inc. 3,400 116,858
Doral Financial Corp. 1,253 41,069
MBNA Corp. 14,200 346,196
SLM Corp. 3,600 137,916
T. Rowe Price Group, Inc. 1,480 75,894
--------
833,424
--------
FOOD & BEVERAGES - 8.36%
Del Monte Foods Co.* 12,440 137,586
Hershey Foods Corp. 770 68,445
Pepsico, Inc. 3,490 190,170
The Coca-Cola Co. 4,500 227,565
The J.M. Smucker Co. 1,790 93,617
WM. Wrigley Jr. Co. 1,500 92,550
--------
809,933
--------
HEALTHCARE - PRODUCTS - 5.39%
Apogent Technologies, Inc.* 5,000 162,100
Bausch & Lomb, Inc. 100 6,283
Beckman Coulter, Inc. 1,700 94,928
Boston Scientific Corp.* 5,890 242,609
C.R. Bard, Inc. 100 10,627
IMS Health, Inc. 200 5,050
--------
521,597
--------
HEALTHCARE - SERVICES - 0.34%
Davita, Inc.* 640 32,704
--------
The accompanying notes are an integral part of the financial statements.
- 4 -
NOAH FUND LARGE-CAP GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS
APRIL 30, 2004 (UNAUDITED)
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MARKET
SHARES VALUE
------ -----
HOME BUILDERS - 4.93%
Centex Corp. 1,200 57,540
Hovnanian Enterprises, Inc.* 2,480 89,206
KB Home 900 62,037
Lennar Corp. 1,000 46,850
MDC Holdings, Inc. 110 6,797
Pulte Homes, Inc. 3,500 172,095
Toll Brothers, Inc.* 1,090 43,131
--------
477,656
--------
HOUSEHOLD PRODUCTS - 3.59%
Avery Dennison Corp. 1,820 116,899
Jarden Corp.* 6,200 230,640
--------
347,539
--------
INSURANCE - 4.08%
American International Group, Inc. 5,520 395,508
--------
MACHINERY - 0.22%
Briggs & Stratton Corp. 300 21,000
--------
MEDIA - 1.62%
Fox Entertainment Group, Inc.* 1,880 52,358
Hearst-Argyle Television, Inc. 3,430 90,037
Meredith Corp. 290 14,773
--------
157,168
--------
OIL & GAS - 3.09%
Devon Energy Corp. 800 48,960
KCS Energy, Inc. 4,400 52,888
Pioneer Natural Resources Co. 640 20,934
Valero Energy Corp. 1,500 95,640
Whiting Petroleum Corp.* 3,200 81,120
XTO Energy, Inc.** 7
--------
299,549
--------
The accompanying notes are an integral part of the financial statements.
- 5 -
NOAH FUND LARGE-CAP GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS
APRIL 30, 2004 (UNAUDITED)
- --------------------------------------------------------------------------------
MARKET
SHARES VALUE
------ -----
PACKAGING & CONTAINERS - 1.16%
Ball Corp. 750 49,500
Bemis Co. 600 16,206
Pactiv Corp.* 2,040 46,818
---------
112,524
---------
PHARMACEUTICALS - 4.34%
Abbott Laboratories 8,200 360,964
Endo Pharmaceuticals Holdings, Inc.* 2,500 59,675
---------
420,639
---------
RETAIL - 8.01%
Cash America International, Inc. 9,420 201,494
Lowe's Companies, Inc. 3,950 205,637
MSC Industrial Direct Co. 2,300 65,918
Regis Corp. 230 9,987
Wal-Mart Stores, Inc. 5,140 292,980
---------
776,016
---------
SEMICONDUCTORS - 5.87%
Cypress Semiconductor Corp.* 6,750 94,298
Intel Corp. 18,410 473,689
---------
567,987
---------
TELECOMMUNICATIONS - 7.43%
Cisco Systems, Inc.* 17,600 367,312
Motorola, Inc. 19,300 352,225
---------
719,537
---------
TRANSPORTATION SERVICES - 2.51%
Overnite Corp. 630 15,120
United Parcel Service, Inc. 3,240 227,286
---------
242,406
---------
TOTAL COMMON STOCKS (COST $9,573,298) 9,630,335
---------
The accompanying notes are an integral part of the financial statements.
- 6 -
NOAH FUND LARGE-CAP GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS
APRIL 30, 2004 (UNAUDITED)
- --------------------------------------------------------------------------------
MARKET
SHARES VALUE
------ -----
SHORT-TERM INVESTMENTS - 0.01%
MONEY MARKET FUND
Evergreen Institutional Money Market Fund 561 561
------------
TOTAL SHORT-TERM INVESTMENTS (COST $561) 561
------------
TOTAL VALUE OF INVESTMENTS (COST $9,573,859) - 99.44% 9,630,896
------------
OTHER ASSETS LESS LIABILITIES, NET- 0.56% 54,950
------------
TOTAL NET ASSETS - 100% $ 9,685,846
============
- ----------
*Non-income producing security
**Partial share held
The accompanying notes are an integral part of the financial statements.
- 7 -
NOAH FUND LARGE-CAP GROWTH PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
APRIL 30, 2004 (UNAUDITED)
- --------------------------------------------------------------------------------
ASSETS
Investments, at value (cost -- $9,573,859) $ 9,630,896
Receivables:
Capital shares sold 55
Dividends and interest 4,545
Investment securities sold 51,269
Prepaid expenses and other assets 11,959
------------
Total assets 9,698,724
------------
LIABILITIES
Advisory fees payable 5,382
Distribution fees payable 2,043
Accrued expenses 5,453
------------
Total liabilities 12,878
------------
NET ASSETS
Capital stock, $0.001 par value
(500,000,000 shares authorized) 726
Paid-in capital 15,944,759
Undistributed net investment loss (68,332)
Accumulated net realized loss from investments (6,248,344)
Net unrealized appreciation on investments 57,037
------------
Net assets $ 9,685,846
============
Shares outstanding 725,721
------------
Net asset value per share $ 13.35
============
Maximum offering price per share
(net asset value plus sales charge
of 5.50%* of the offering price) $ 14.13
============
The accompanying notes are an integral part of the financial statements.
- 8 -
NOAH FUND LARGE-CAP GROWTH PORTFOLIO
STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED APRIL 30, 2004 (UNAUDITED)
- --------------------------------------------------------------------------------
INVESTMENT INCOME
Interest $ 176
Dividends 39,827
-----------
40,003
-----------
EXPENSES
Management fees 49,243
Accounting, administration & transfer agent fees 19,697
Distribution and service fees 12,311
Legal and auditing fees 10,472
Federal and state registration fees 8,917
Reports and notices to shareholders 11,657
Custodian fees and expenses 6,762
Security pricing fees 1,613
Insurance expenses 648
Other 2,650
-----------
Total expenses before waivers 123,970
Less: waivers (15,635)
-----------
Total expenses after waivers 108,335
-----------
Net investment loss (68,332)
-----------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS
Net realized gain from:
Investments 1,287,609
Net change in unrealized appreciation on:
Investments (930,244)
-----------
Net realized and unrealized gain on investments 357,365
-----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 289,033
===========
The accompanying notes are an integral part of the financial statements.
- 9 -
NOAH FUND LARGE-CAP GROWTH PORTFOLIO
STATEMENTS OF CHANGES IN NET ASSETS
April 30, 2004 (Unaudited)
- --------------------------------------------------------------------------------
FOR THE FOR THE
SIX MONTHS ENDED YEAR ENDED
APRIL 30, 2004 (UNAUDITED) OCTOBER 31, 2003
-----------------------------------------------
INCREASE/(DECREASE) IN NET ASSETS FROM
OPERATIONS
Net investment loss $ (68,332) $ (115,782)
Net realized gain from investments 1,287,609 337,658
Net change in unrealized appreciation/(depreciation) on investments (930,244) 1,335,122
----------- -----------
Net increase in net assets resulting from operations 289,033 1,556,998
----------- -----------
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income -- --
----------- -----------
Net realized capital gains -- --
----------- -----------
CAPITAL SHARE TRANSACTIONS
Net proceeds from the sale of capital shares 459,849 1,319,990
Cost of capital shares repurchased (1,023,847) (1,610,256)
Capital shares issued in reinvestment of dividends -- --
----------- -----------
Net decrease in net assets derived from capital share transactions (563,998) (290,266)
----------- -----------
Total increase/(decrease) in net assets (274,965) 1,266,732
NET ASSETS
Beginning of year 9,960,811 8,694,079
----------- -----------
End of year $ 9,685,846 $ 9,960,811
=========== ===========
The accompanying notes are an integral part of the financial statements.
- 10 -
NOAH FUND LARGE-CAP GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
The table below sets forth financial data for a share of capital stock
outstanding throughout each year presented
FOR THE SIX MONTH
PERIOD ENDED Year Ended October 31,
APRIL 30, 2004 ------------------------------------------------------------------
(UNAUDITED) 2003 2002 2001 2000 1999
---------- ---------- ---------- ---------- ---------- ----------
NET ASSET VALUE, BEGINNING OF PERIOD $ 12.96 $ 10.89 $ 13.10 $ 22.49 $ 23.17 $ 17.31
---------- ---------- ---------- ---------- ---------- ----------
INVESTMENT OPERATIONS:
Net investment loss (a) (0.09) (0.15) (0.21) (0.24) (0.46) (0.13)
Net realized and unrealized
gain/(loss) on investments 0.48 2.22 (2.00) (9.15) 1.37 6.43
---------- ---------- ---------- ---------- ---------- ----------
Total from Investment Operations 0.39 2.07 (2.21) (9.39) 0.91 6.30
---------- ---------- ---------- ---------- ---------- ----------
DISTRIBUTIONS:
From net investment income 0.00 0.00 0.00 0.00 0.00 0.00
From realized capital gains 0.00 0.00 0.00 0.00 (1.59) (0.44)
---------- ---------- ---------- ---------- ---------- ----------
Total distributions 0.00 0.00 0.00 0.00 (1.59) (0.44)
---------- ---------- ---------- ---------- ---------- ----------
Net Asset Value, end of period $ 13.35 $ 12.96 $ 10.89 $ 13.10 $ 22.49 $ 23.17
========== ========== ========== ========== ========== ==========
TOTAL RETURN 3.01% 19.01% (16.87%) (41.75%) 3.98% 37.06%
Ratios/supplemental data
Net assets, end of period (in 000's) $ 9,686 $ 9,961 $ 8,694 $ 10,998 $ 18,522 $ 6,472
Ratio of expenses to average net assets
before waivers 2.52% * 2.65% 2.51% 2.67% (b) 2.20% 2.72%
net of waivers 2.20% * 2.20% 2.20% 2.20% (b) 2.20% 2.15%
Ratio of net investment income (loss) to
average net assets
before waivers (1.71%)* (1.74%) (1.95%) (1.97%) (1.68%) (2.13%)
net of waivers (1.39%)* (1.29%) (1.64%) (1.50%) (1.68%) (1.56%)
Portfolio Turnover Rate 189.02% 200.08% 186.07% 191.81% 49.76% 81.53%
(a) Net investment loss per share is calculated using ending balances prior to
the consideration of adjustments for permanent book and tax differences.
(b) Ratio excludes certain expenses not subject to the expense limitation
pursuant to the voluntary agreement with management. If such expenses had
been included, the ratios would have been 2.79% and 2.32%, respectively.
* Annualized
The accompanying notes are an integral part of the financial statements.
- 11 -
NOAH FUND LARGE-CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2004 (UNAUDITED)
- --------------------------------------------------------------------------------
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Noah Fund Large-Cap Growth Portfolio (the "Fund"), formerly the Noah Fund, was
organized as a series of The Noah Investment Group, Inc. (the "Company")
incorporated under the laws of the state of Maryland on December 16, 1992. The
Company is registered as an open-end diversified management investment company
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 (the
"SEC") on May 10, 1996 and commenced operations on May 17, 1996.
The following is a summary of significant accounting policies consistently
followed by the Fund.
a) Investment Valuation - Equity securities listed on a securities exchange are
valued at the last quoted sales price on the day of the valuation. Price
information on listed stocks is taken from the exchange where the security is
primarily traded. Securities that are listed on an exchange but which are not
traded on the valuation date are valued at the most recent bid prices. Unlisted
securities for which market quotations are readily available are valued at the
latest quoted bid price. Other assets and securities for which no quotations are
readily available are valued at fair value as determined in good faith by the
Investment Manager under 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, and will continue to comply, with the provisions of
the Internal Revenue Code applicable to regulated investment companies and
distribute substantially all of its net investment income and net realized
capital gains so as to relieve the Fund from all federal income taxes.
c) Distributions to Shareholders - Dividends from net investment income and
distributions from net realized capital gains, if any, will be declared and paid
at least annually. Income and capital gains distributions are determined in
accordance with income tax regulations that may differ from generally accepted
accounting principles. Permanent financial reporting and tax differences are
reclassified to additional capital paid-in.
d) Use of Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
e) Other - Investment and shareholder transactions are recorded on trade date.
The Fund determines the gain or loss realized from the investment transactions
utilizing an identified cost basis. Dividend income is recognized on the
ex-dividend date or as soon as information is available to the Fund, and
interest income is recognized on an accrual basis.
- 12 -
NOAH FUND LARGE-CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2004 (UNAUDITED)
- --------------------------------------------------------------------------------
2. ADVISORY FEE AND OTHER RELATED TRANSACTIONS
The Fund has entered into a Management Agreement with Polestar Management
Company (the "Manager"). Pursuant to the Management Agreement, the Manager is
responsible for the day-to-day business affairs, including the review and
supervision of the Fund investment program and for administrative services. For
its services to the Fund, the Manager receives an annual fee, payable monthly,
calculated at an annual rate of 1.00% of the Fund's average daily net assets.
The Manager voluntarily agreed to reimburse its management fee and other
expenses to the extent that the total operating expenses of the Fund (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 average net assets of the Fund. This
voluntary waiver may be terminated upon approval of the Board of Directors. For
the six-month period ended April 30, 2004, Polestar Management Company earned
advisory fees of $49,243 and waived $15,635.
The Manager has entered into a Sub-Advisory Agreement with Geewax, Terker &
Company (the "Sub-Advisor"). The Sub-Advisor is responsible for the day-to-day
recommendations regarding the investment and reinvestment of the Fund's net
assets. Under the terms of the Sub-Advisory Agreement, the Manager compensates
the Sub-Advisor a fee of $1.00 per annum until the average net assets of the
Fund exceed $20 million. Upon reaching that level, the Sub-Advisor will receive
a monthly fee at the annual rate of 0.75% of the average daily net assets in
excess of $20 million to $50 million; 0.50% of such assets in excess of $50
million to $100 million; and 0.35% of such assets in excess of $100 million.
The Administrator provides administrative services to and is generally
responsible for the overall management and day-to-day operations of each Fund
pursuant to an accounting and administrative agreement with the Trust. The
Transfer Agent maintains the records of each shareholder's account, answers
shareholder inquiries concerning accounts, processes purchases and redemptions
of Fund shares, acts as dividend and distribution disbursing agent, and performs
other shareholder servicing functions. As compensation for its services, the
Administrator receives a fee at the annual rate of 0.40% of the aggregate of the
Fund'S first $100 million of average daily net assets, 0.30% of the next $100
million of average daily net assets, 0.25% of the next $100 million of average
daily net assets, 0.20% of the next $200 million and 0.15% of the net assets in
excess of $500 million.
The Fund has adopted a distribution plan (the "Distribution Plan"), pursuant to
which the Fund may incur distribution expenses of up to 0.25% per annum of the
Fund's average daily net assets. The Distribution Plan provides that the Fund
may finance activities which are primarily intended to result in the sale of the
Fund's shares, including but not limited to, advertising, printing of
prospectuses and financial reports for other than existing shareholders,
preparation and distribution of advertising materials and sales literature, and
payments to dealers and shareholder servicing agents. For the six-month period
ended April 30, 2004, the Fund incurred $12,311 in distribution fees pursuant to
the Distribution Plan. Certain directors and officers of the Fund are directors
and officers of the Manager.
- 13 -
NOAH FUND LARGE-CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2004 (UNAUDITED)
- --------------------------------------------------------------------------------
3. CARRYOVERS
The fund's tax-basis capital gains and losses are determined only at the end of
each fiscal year. For tax purposes, at October 31, 2003, the Fund had net
capital loss carryforwards of approximately $7,434,000 of which $428,000 expires
in 2008, $5,438,000 expires in 2009, and $1,568,000 expires in 2010.
4. CAPITAL SHARE TRANACTIONS
Transactions in capital shares of the Fund were as follows:
SIX-MONTH PERIOD ENDED YEAR ENDED
APRIL 30, 2004 OCTOBER 31, 2003
---------------------- ----------------
Shares sold 34,242 114,665
Shares issued to holders in
reinvestment of dividends -- --
Shares redeemed (77,085) (144,175)
-------- --------
Net decrease (42,843) (29,510)
======== ========
5. INVESTMENT TRANSACTIONS
For the six-month period ended April 30, 2004, purchases and sales of investment
securities, excluding short-term investments, were as follows:
Purchases $ 18,613,071
Sales $ 19,335,984
At April 30, 2004, gross unrealized appreciation and depreciation of investments
for tax purposes were as follows:
Appreciation $ 528,752
Depreciation (472,426)
Net Appreciation
on investments $ 56,326
At April 30, 2004 the cost of investments for federal income tax purposes was
$9,574,570.
- 14 -
NOAH FUND LARGE-CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2004 (UNAUDITED)
- --------------------------------------------------------------------------------
6. DISTRIBUTIONS TO SHAREHOLDERS
Income and long-term capital gain distributions are determined in accordance
with Federal income tax regulations, which may differ from accounting principles
generally accepted in the United States.
The tax character of distributions paid during the fiscal years 2003 and 2002
was as follows:
DISTRIBUTIONS PAID FROM: 2003 2002
-------------- -------------
ORDINARY INCOME $ - $ -
LONG-TERM CAPITAL GAIN - -
-------------- -------------
$ - $ -
============== =============
As of October 31, 2003, the components of distributable earnings on a tax basis
were as follows:
VALUE
-----------------
UNDISTRIBUTED ORDINARY INCOME $ --
UNDISTRIBUTED LONG-TERM CAPITAL GAIN (7,535,243)
UNREALIZED APPRECIATION 986,570
-----------------
$ (6,548,673)
=================
- 15 -
NOAH FUND LARGE-CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2004 (UNAUDITED)
- --------------------------------------------------------------------------------
7. TRUSTEE INFORMATION
- -----------------------------------------------------------------------------------------------------------------
DIRECTORS WHO ARE INTERESTED PERSONS OF THE COMPANY
- -----------------------------------------------------------------------------------------------------------------
POSITION(S) TERM OF OFFICE NUMBER OF OTHER
NAME, ADDRESS & AGE HELD WITH & LENGTH OF PRINCIPAL OCCUPATION(S) PORTFOLIOS DIRECTORSHIPS
THE FUND TIME SERVED DURING PAST 5 YEARS OVERSEEN HELD
- --------------------- ------------ ----------------- ------------------------------ ------------ ----------------
*William L. Van Director, Each Director Mr. Van Alen is an attorney 1 USA
Alen, Esq. President, serves for an engaged in the private Technologies,
975 Delchester Road Treasurer indefinite practice of law since 1962. Inc.
Newtown, PA 19382 term. Mr. Van He is also President,
Alen has served Director and Chairman of the Polestar
since 1996. Board of Polestar Management Management
Age 71 Company, the Fund's Company
Advisor. He is also
President of Cornerstone Cornerstone
Entertainment, Inc., a Entertainment,
company engaged in the film Inc.
and entertainment industry.
- -----------------------------------------------------------------------------------------------------------------
DIRECTORS WHO ARE NOT INTERESTED PERSONS OF THE COMPANY
- --------------------- ------------ ----------------- ------------------------------ ------------ ----------------
POSITION(S) TERM OF OFFICE NUMBER OF OTHER
NAME, ADDRESS & AGE HELD WITH & LENGTH OF PRINCIPAL OCCUPATION(S) PORTFOLIOS DIRECTORSHIPS
THE FUND TIME SERVED DURING PAST 5 YEARS OVERSEEN HELD
- --------------------- ------------ ----------------- ------------------------------ ------------ ----------------
Dr. Forest H. Director Each Director Dr. Anthony has been Vice 1 None
Anthony, MD serves for an President of Protarga, Inc.,
1426 Fairview Road indefinite a pharmaceutical company,
Villanova, PA 19085 term. Dr. from June 1998 to the
Anthony has present; was the Director of
served since Science of the University
Age 53 1996. City Science Center, a
technology company, from
September 1997 to June 1998;
was President and Chief
Executive Officer of Avid
Corporation, a
pharmaceutical company, from
January 1991 to September
1997; was a member of the
Board of Directors of the
Biotechnology Industry
Organization, a trade
association, from 1993 to
1997; and has been Chairman
of the Board of Trustees of
The American Academy, a
nonprofit organization,
which is a school for grades
kindergarten through twelfth
grade.
- --------------------- ------------ ----------------- ------------------------------ ------------ ----------------
- 16 -
NOAH FUND LARGE-CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2004 (UNAUDITED)
- --------------------------------------------------------------------------------
7. TRUSTEE INFORMATION (CONTINUED)
- -----------------------------------------------------------------------------------------------------------------
DIRECTORS WHO ARE NOT INTERESTED PERSONS OF THE COMPANY (CONT'D)
- -----------------------------------------------------------------------------------------------------------------
POSITION(S) TERM OF OFFICE NUMBER OF OTHER
NAME, ADDRESS & AGE HELD WITH & LENGTH OF PRINCIPAL OCCUPATION(S) PORTFOLIOS DIRECTORSHIPS
THE FUND TIME SERVED DURING PAST 5 YEARS OVERSEEN HELD
- --------------------- ------------ ----------------- ------------------------------ ------------ ----------------
Mr. Roger J. Knake Director Each Director Mr. Knake has been President 1 None
615 Mountain View serves for an of MCX, Inc. (formerly known
Road indefinite as XITEL, Inc.) from June
Berwyn, PA 19312 term. Mr. 1983 to the present. MCX,
Knake has Inc. is a computer software
Age 63 served since consultant company.
1996.
- --------------------- ------------ ----------------- ------------------------------ ------------ ----------------
Mr. Martin V. Director Each Director Mr. Miller was engaged in 1 None
Miller, Esq. serves for an the practice of securities
344 Venetian Drive, indefinite law during the period from
#2 term. Mr. 1959 until 2000. During
Delray Beach, FL Miller has that period of time, he was
33483 served since employed by the U.S.
2000. Securities and Exchange
Commission until 1968, as a
Age 78 partner in the Law firm,
Stradley, Ronon, Stevens and
Young, LLP until 1983 and as
a sole practitioner until
his retirement in 2000.
- --------------------- ------------ ----------------- ------------------------------ ------------ ----------------
- 17 -
NOAH FUND LARGE-CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2004 (UNAUDITED)
- --------------------------------------------------------------------------------
7. TRUSTEE INFORMATION (CONTINUED)
- -----------------------------------------------------------------------------------------------------------------
DIRECTORS WHO ARE NOT INTERESTED PERSONS OF THE COMPANY (CONT'D)
- -----------------------------------------------------------------------------------------------------------------
POSITION(S) TERM OF OFFICE NUMBER OF OTHER
NAME, ADDRESS & AGE HELD WITH & LENGTH OF PRINCIPAL OCCUPATION(S) PORTFOLIOS DIRECTORSHIPS
THE FUND TIME SERVED DURING PAST 5 YEARS OVERSEEN HELD
- --------------------- ------------ ----------------- ------------------------------ ------------ ----------------
Mr. George Jensen Director Each Director Chairman, CEO and Director 1 USA
200 Plant Avenue serves for an of USA Technologies, Inc., a Technologies,
Wayne, PA 19087 indefinite technology design and Inc.
term. Mr. manufacturing company, since
Miller has 1992. Executive officer of
Age 55 served since American Film Technologies
1996. from 1985 until 1992. CEO
and President of
International Film
Productions, Inc. from 1979
to 1985. Named 1989
Entrepreneur of the Year in
the high technology category
for Philadelphia by Ernst &
Young and Inc. Magazine.
Mr. Jensen received his
Bachelor of Science Degree
from the University of
Tennessee and is a graduate
of the Advanced Management
Program at the Wharton
School of the University of
Pennsylvania.
- --------------------- ------------ ----------------- ------------------------------ ------------ ----------------
* Mr. William L. Van Alen, Jr. is an interested person of the Company, as such
term is defined in the Investment Company Act of 1940, as amended, by virtue of
being an officer of The Noah Investment Group, Inc. and an officer and director
of Polestar Management Company.
- 18 -
NOAH FUND LARGE-CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2004 (UNAUDITED)
- --------------------------------------------------------------------------------
8. PROXY VOTING PROCEDURES
The Company's Board of Directors has approved proxy voting procedures for the
Company setting forth guidelines and procedures for the voting of proxies
relating to securities held by the Fund. Records of the Fund's proxy voting
records are maintained and are available for inspection. The Board is
responsible for overseeing the implementation of the procedures. Copies of these
procedures have been filed with the Securities and Exchange Commission, which
may be reviewed and copied at the SEC's Public Reference Room in Washington, DC.
The procedures are also available on the SEC's EDGAR database at the SEC's web
site (www.sec.gov). Copies of the procedures can be obtained, after paying a
duplicating fee, by electronic request (publicinfo@sec.gov) or by writing the
SEC's Public Reference Section, Washington, DC 20549-0102. A copy will also be
sent to you, free of charge, at your request by writing to NOAH Investment
Group, Inc., c/o Citco Mutual Fund Services, Inc., 83 General Warren Blvd.,
Suite 200, Malvern, PA 19355, or by calling toll free at 1-800-794-NOAH (6624).
- 19 -
Investment and Management Services
POLESTAR MANAGEMENT COMPANY
GEEWAX TERKER & COMPANY
Custodian
WACHOVIA BANK, NA
Transfer, Dividend Disbursing
And Accounting Services Agent
CITCO MUTUAL FUND SERVICES, INC.
Auditors
SANVILLE & COMPANY
- 20 -
ITEM 2. CODE OF ETHICS.
Not applicable at this time.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable at this time.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable at this time.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable.
ITEM 6. SCHEDULE OF INVESTMENTS
Included in Semi-Annual Report to Shareholders filed under Item 1 of this form.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 8. PURCHASE OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
ITEM 9. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 10. CONTROLS AND PROCEDURES.
Based on their evaluation of registrant's disclosure controls and procedures (as
defined in Rule 30a-3(c) under the 1940 Act (17 CFR 270.30a-3(c)) as of April 1,
2004, registrant's principal executive officer and principal financial officer
found registrant's disclosure controls and procedures to be appropriately
designed to ensure that information required to be disclosed by registrant in
the reports that it files under the Securities Exchange Act of 1934 (i) is
accumulated and communicated to registrant's management, including its principal
executive officer and principal financial officer, to allow timely decisions
regarding required disclosure, and (ii) is recorded, processed, summarized and
reported, within the time periods specified in the rules and forms adopted by
the U.S. Securities and Exchange Commission.
There has been no change in registrant's internal control that occurred during
the reporting period that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting.
- 21 -
ITEM 11. EXHIBITS
File the exhibits below as part of this form.
(1) Certifications
SIGNATURES
[See General Instruction F]
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) The Noah Investment Group, Inc.
By (Signature and Title)* /s/William L. Van Alen, Jr.
------------------------------
William L. Van Alen, Jr.
PRESIDENT AND TREASURER
Date 07/09/2004
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By (Signature and Title)* /s/William L. Van Alen, Jr.
------------------------------
William L. Van Alen, Jr.
PRESIDENT
Date 07/09/2004
By (Signature and Title)* /s/William L. Van Alen, Jr.
------------------------------
William L. Van Alen, Jr.
TREASURER
Date 07/09/2004
* Print the name and title of each signing officer under his or her signature.
- 22 -