EXHIBIT 7.
INVESTMENT MANAGEMENT AGREEMENT
BETWEEN
THE NOAH INVESTMENT GROUP, INC.
AND
POLESTAR MANAGEMENT COMPANY
JULY 2, 2002
INVESTMENT MANAGEMENT AGREEMENT, made as of the 1st day of July, 2002, by
and between The Noah Investment Group, Inc., a Maryland corporation (the
"Corporation"), and Polestar Management Company, a Maryland corporation ("PMC").
WITNESSETH:
WHEREAS, the Corporation is engaged in business as an open-end management
investment company and is registered as such under the Investment Company Act of
1940, as amended (the "1940 Act"); and
WHEREAS, the Corporation is authorized by its Articles of Incorporation and
by-laws to issue separate Portfolios of shares representing interests in
separate investment portfolios (the "Portfolios"), and
WHEREAS, The Corporation has authorized the issuance of shares of
beneficial interest ("Shares") in the Portfolios which are identified on
Schedule A attached hereto and incorporated herein, which Schedule A may be
amended from time to time by mutual agreement of the Corporation and PMC (the
"Portfolios"), and;
WHEREAS, PMC is registered as an investment adviser under the Investment
Advisers Act of 1940, as amended; and
WHEREAS, the Corporation desires to retain PMC to render investment
supervisory and administrative services to the Portfolios in the manner and on
the terms and conditions hereinafter set forth, and PMC is willing to provide
such services.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreement hereinafter set forth, the parties hereto, intending to be legally
bound, do hereby agree as follows:
1. DUTIES AND RESPONSIBILITIES OF PMC
1.1 INVESTMENT SUPERVISORY SERVICES. PMC shall act as investment manager of
the Corporation with respect to the assets of each Portfolio and, as
such, shall supervise and direct, or cause Sub-Advisers to supervise and
direct, the investment of each Portfolio's asset in accordance with
applicable law and the investment objectives, policies and restrictions
set forth in the then-current Prospectus ("Prospectus") and the
then-current Statement of Additional Information ("SAI") relating to each
Portfolio contained in the Corporation's Registration Statement under the
1940 Act and the Securities Act of 1933, as amended (the "1933 Act"), and
subject to such further limitations as the Corporation may, from time to
time, impose by written notice to PMC. PMC shall formulate and implement,
or cause it's Sub-Adviser to formulate and implement, a continuing
program for the management of each Portfolio's assets and resources, and
PMC shall supervise any such investment program formulated by a
Sub-Adviser and monitor the Sub-Adviser's implementation of such
investment program. In furtherance of these duties and responsibilities,
PMC is authorized, in its discretion and without prior consultation with
the Corporation to, or cause or permit a Sub-Adviser to: (i) buy, sell,
exchange, convert, lend, and otherwise trade in any stocks, bonds, and
other securities or assets for each Portfolio and (ii) place orders and
negotiate the commissions (if any) for the execution of transaction in
securities with or through such brokers, dealers, underwriters or issuers
as PMC may select for each Portfolio.
PMC may, with the prior written consent of the Board and the approval of the
appropriate Portfolio's shareholders, if required, employ persons or entities to
serve as sub-advisers to one or more Portfolios. PMC and/or such sub-advisers,
if any, may, in their sole discretion, determine from time to time what
securities and other investments will be purchased, retained or sold by the
Portfolios. The investment activities of such sub-advisers, if any, as such
services relate to the Portfolios, will at all times be subject to the general
supervision and control of PMC. PMC will provide, through its own efforts itself
and/or through the medium of its previously approved sub-adviser(s), the
services under this Agreement in accordance with each Portfolio's investment
objectives, policies and restrictions as such are set forth in the Prospectus
from time to time.
1.2 ADMINISTRATIVE SERVICES. PMC shall provide such services required for
effective administration of the Corporation and each Portfolio as are not
provided by employees or other agents engaged by the Corporation.
1.2.1 CORPORATE ADMINISTRATIVE SERVICES. In providing corporation
administrative services hereunder, PMC shall:
(a) CORPORATE EXISTENCE AND RECORDS. Maintain the corporate existence
and corporate records of the Corporation.
(b) REGISTRATIONS AND QUALIFICATIONS. Maintain the registrations and
qualifications of the Corporation under federal and state law.
(c) CORPORATION PERSONNEL. Authorize and permit individuals who are
directors, officers and employees of PMC who may be elected or
appointed as directors, officers, members of any committee or
directors, members of any advisory board or members of any other
committee of the Corporation to serve in such capacities without
remuneration form or other cost to the Corporation.
1.2.2 FUND ADMINISTRATIVE SERVICES. In providing Fund administrative
services hereunder, PMC shall:
(a) FINANCIAL BOOKS AND RECORDS. Monitor the financial and accounting
functions of each Portfolio and assure that all financial,
accounting and other records required to be maintained and
preserved by the Corporation which relate to each Portfolio are
maintained and preserved by the Corporation or on its behalf in
accordance with applicable laws and regulations.
(b) REGISTRATION AND QUALIFICATIONS. Maintain the registrations and
qualifications of each Portfolio's shares under federal and state
law.
(c) AGENTS. Maintain liaison with and supervise and coordinate the
activities of various agents employed by the corporation on behalf
of each Portfolio, including the Corporation's transfer agent,
custodian, independent accountants and legal counsel.
(d) SHAREHOLDER SERVICING, REPORTS AND OTHER COMMUNICATIONS. Provide
shareholder servicing and assist the Corporation in developing and
preparing all general Fund shareholder communications, including
regular Fund shareholder reports.
(e) OFFICE SPACE, EQUIPMENT AND SERVICES. Furnish without cost to the
Corporation, or provide and pay the cost of, such office space,
office equipment and office services as are adequate for each
Portfolio's needs.
(f) PERSONNEL. Provide, without remuneration from or other cost to the
Corporation, the services of individuals competent to perform all
of each Portfolio's executive, administrative and clerical
functions which are not performed by employees or other agents
engaged by the Corporation.
2. ALLOCATION OF EXPENSES
2.1 EXPENSES PAID BY PMC: REIMBURSEMENT OF CERTAIN EXPENSES. PMC shall pay
salaries, expenses, and fees of the officers, directors and employees of
the Corporation performing functions for each Portfolio who are
affiliated with PMC; provided, that if, but only if, there is a separate
agreement relating thereto, the Corporation shall reimburse to PMC and
charge to each Portfolio the expenses incurred by PMC in responding to
telephonic inquiries from, and in mailing information to, Fund
shareholders and brokers requesting information on behalf of Fund
shareholders, regarding matters such as shareholder account or
transaction status, net asset value of Fund shares, Fund performance and
general information about each Portfolio ("Supplementary Shareholder
Services"). The expenses to be reimbursed to PMC shall include the
portion of the cost of employee compensation, telephone charges, office
space, office equipment and office services properly allocable to the
Supplementary
Shareholder Services. The payment or assumption by PMC of any expense of
the Corporation that PMC is not required by this Agreement to pay or
assume shall not obligate PMC to pay or assume the same or any similar
expense of the Corporation on any subsequent occasion.
2.2 EXPENSES PAID BY THE CORPORATION. The Corporation shall bear all of its
corporate expenses and all expenses of each Portfolio's organization,
operations, and business not specifically assumed or agreed to be paid by
PMC as provided in this Agreement or in any separate agreement between
the Corporation and PMC. In particular, but without limiting the
generality of the foregoing, the Corporation shall bear and shall charge
to each Portfolio each Portfolio's allocable share of the following
expenses:
2.2.1 CUSTODY AND ACCOUNTING SERVICES. Charges of depositories,
custodians and other agents for the transfer, receipt,
safekeeping, servicing and accounting for each Portfolio's cash,
securities, and other property.
2.2.2 DISTRIBUTION EXPENSES. Fund distribution expenses paid pursuant to
any plan of distribution adopted in accordance with the provisions
of Rule 12b-1 under the 1940 Act ("Rule 12b-1 Plan") and service
fees as defined by The National Association of Securities Dealers,
Inc.
2.2.3 SHAREHOLDER SERVICING. Expenses of maintaining and servicing Fund
shareholder accounts, including all charges of each Portfolio's
transfer, shareholder recordkeeping, dividend disbursing,
redemption, and other agents, if any, engaged by each Portfolio to
service shareholder accounts.
2.2.4 SHAREHOLDER COMMUNICATIONS. Expenses of preparing, setting in
type, printing, and distributing reports and other communications
to Fund shareholders.
2.2.5 SHAREHOLDER MEETINGS. Expenses incidental to holding meetings of
shareholders of the Corporation in which shareholders of each
Portfolio participate, including the printing of notices and proxy
materials, and proxy solicitation therefore.
2.2.6 PROSPECTUSES. Expenses of preparing, setting in type, printing and
mailing of annual or more frequent revisions of the Prospectus and
SAI relating to each Portfolio, including any supplements thereto,
and of supplying them to current Fund shareholders.
2.2.7 PRICING. Expenses of computing each Portfolio's net asset value
per share, including the cost of any equipment or services used
for obtaining price quotations.
2.2.8 COMMUNICATIONS EQUIPMENT. Charges for equipment or services used
for communication with respect to each Portfolio between PMC, a
Sub-Adviser or the Corporation and the custodian, transfer agent
or any other agent selected by the Corporation.
2.2.9 LEGAL AND ACCOUNTING FEES AND EXPENSES. Charges for services and
expenses of legal counsel and independent auditors employed by the
Corporation with respect to matters affecting each Portfolio.
2.2.10 DIRECTORS' FEES AND EXPENSES. Compensation of directors, other
than those affiliated with PMC, and all expenses incurred in
connection with their service.
2.2.11 FEDERAL REGISTRATION FEES. Fees and expenses or registering and
maintaining the registration of the Corporation under the 1940 Act
and the registration of each Portfolio's shares under the 1933
Act, including all fees and expenses incurred in connection with
the preparation, setting in type, printing, and filing of the
Corporation's Registration Statement under the 1940 Act and the
1933 Act, and the Prospectus and SAI relating to each Portfolio
contained therein, and any amendments or supplements thereto that
may be made from time to time.
2.2.12 STATE REGISTRATION FEES. Fees and expenses of qualifying and
maintaining qualification of the Corporation or each Portfolio as
appropriate, and of each Portfolio's shares for sale under
securities laws of various states or jurisdictions, and of
registration and qualification of the Corporation or each
Portfolio, as appropriate, under all other laws applicable to the
Corporation or each Portfolio, as appropriate, or its business
activities (including registering the Corporation as a
broker-dealer, or any officer of the Corporation or any person as
agent or salesman of the Corporation in any state).
2.2.13 ISSUE AND REDEMPTION OF FUND SHARES. Expenses incurred in
connection with the issue, redemption, and transfer of Portfolio
shares, including the expense of confirming all share
transactions, and of preparing and transmitting each Portfolio's
stock certificates.
2.2.14 BONDING AND INSURANCE. Expenses of bond, liability, and other
insurance coverage required by law or deemed advisable by the
Corporation's Board of Directors.
2.2.15 BROKERAGE COMMISSIONS. Brokers' commissions and other charges
incident to the purchase, sale, or lending of each Portfolio's
portfolio securities.
2.2.16 TAXES. Taxes or governmental fees payable by or with respect to
each Portfolio to federal, state, or other governmental agencies,
domestic or foreign, including stamp or other transfer taxes.
2.2.17 TRADE ASSOCIATION FEES. Fees, dues, and other expenses incurred in
connection with the Corporation's or each Portfolio's membership
in any trade association or other investment organization.
2.2.18 NONRECURRING AND EXTRAORDINARY EXPENSES. Such nonrecurring
expenses as may arise, including the costs of actions, suits or
proceedings relating to the Corporation or each Portfolio to which
the Corporation is a party and any expenses the Corporation may
incur as a result of the Corporation's legal obligation to provide
indemnification to its officers, directors, and agents.
2.2.19 ORGANIZATIONAL EXPENSES. PMC shall pay or assume all
organizational expenses of each Portfolio, and each Portfolio
shall reimburse PMC for such organizational expenses paid or
assumed at such time or times and subject to such condition or
conditions as shall be specified in the Registration Statement
pursuant to which each Portfolio makes the initial public offering
of its shares.
3. MANAGEMENT FEE
3.1 The Corporation will pay PMC, and PMC will accept as full compensation
for its services rendered hereunder, the investment advisory fees for
each Portfolio as set forth on Schedule B attached hereto and
incorporated herein, which Schedule B may be amended from time to time by
mutual agreement of the Corporation, PMC and shareholders as applicable.
3.2 METHOD OF COMPUTATION. The management fees shall accrue on each calendar
day and the sum of the daily fee accruals shall be paid monthly to PMC on
the first business day of the next succeeding calendar month. The daily
fee accruals shall be computed by multiplying the fraction of one over
the number of calendar days in the year by the applicable annual
management fee rates described Schedule B attached hereto, and
multiplying this product by the net assets of each Portfolio as
determined in accordance with each Portfolio's Prospectus as of the close
of business on the last preceding business day on which each Portfolio's
net asset value was determined. All parties to this Agreement do hereby
expressly authorize and instruct the Corporation's Administrator,
Citco-Quaker Fund Services, Inc. or its successor, to provide, in
accordance with the fees set forth on Schedule B, a calculation each
month of the gross amounts due PMC for each Portfolio and to remit such
fee payments hereunder promptly to PMC.
3.3 PRORATION OF FEE. If this Agreement becomes effective or terminates
before the end of any month, the management fee for the period from the
effective date to the end of such month or from the beginning of such
month to the date of termination, as the case may be, shall be prorated
according to the proportion which such period bears to the full month in
which such effectiveness or termination occurs.
3.4 STATE EXPENSE LIMITATION. If in any fiscal year each Portfolio's
operating expenses (including any fees or expense reimbursements payable
to PMC pursuant to this Agreement, any compensation payable to PMC
pursuant to any other agreement or arrangement with the Corporation on
behalf of each Portfolio but excluding expenses under any Fund Rule 12b-1
Plan, service fees (as defined by The National Association of Securities
Dealers, Inc.), interest, taxes or brokerage commissions and litigation
and indemnification expenses and other extraordinary expenses not
incurred in the ordinary course of each Portfolio's business, and
hereinafter called "Fund Operating Expenses") exceed the lowest
applicable percentage expense limitation imposed under the securities law
and regulations of any state in which each Portfolio's shares are
qualified for sale (the "State Expense Limitation"), the management fee
payable to PMC under this Agreement shall be reduced by the amount of
such excess; PROVIDED that PMC shall have no obligation hereunder to
reimburse the Corporation for any expenses which exceed the management
fee.
Any reduction in the management fee shall be made monthly, by annualizing
each Portfolio's expenses for each month as of the last day of such
month. An adjustment shall be made on or before the last day of the first
month of the next succeeding fiscal year if Fund Operating Expenses for
such fiscal year do not exceed the State Expense Limitation or if for
such fiscal year there is no applicable State Expense Limitation.
4. BROKERAGE
The approval of this Agreement, from time to time, by the Board of
Directors of the Corporation on behalf of each Portfolio constitutes
authorization of PMC, in carrying out its duties under Paragraph 1.1, to cause
or permit any Sub-Advisor to select the brokers or dealers that will execute the
purchases and sales of portfolio securities for each Portfolio and place, in the
name of each Portfolio or its nominee, all such orders. When placing orders, the
Sub-Advisor shall use its best efforts to obtain the best available price and
most favorable execution for each Portfolio.
In assessing the best overall terms available for any transaction, PMC
and/or a Sub-Adviser 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. In evaluating the best overall terms available, and
in selecting the broker-dealer to execute a particular transaction, PMC and/or a
Sub-Advisor may also consider the brokerage and research services (as those
terms are defined in Section 28(e) of the Securities Exchange Act of 1934)
provided to each Portfolio and/or other accounts over which PMC and/or a
Sub-Advisor exercises investment discretion. PMC and/or a Sub-Advisor is
authorized to pay to a broker or dealer who provides such brokerage and research
services a commission for executing a portfolio transaction for a Portfolio
which is in excess of the amount of commission another broker or dealer would
have charged for effecting that transaction if the Sub-Advisor determines in
good faith that such commission was reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer--viewed in
terms of that particular transaction or in terms of the overall responsibilities
of the Sub-Advisor to a Portfolio. To the extent that the purchase or sale of
securities or other investments of the same issuer may be deemed by PMC and/or a
Sub-Advisor to be suitable for two or more accounts managed by PMC and/or a
Sub-Advisor, the available securities or investments may be allocated in a
manner believed by PMC and/or a Sub-Advisor to be equitable to each account. It
is recognized that in some cases this procedure may adversely affect the price
paid or received by a Portfolio or the size of the position obtainable for or
disposed of by a Portfolio.
5. PMC'S USE OF THE SERVICES OF OTHERS
PMC or the Sub-Adviser may (at its cost except as contemplated by
paragraph 4 of this Agreement) employ, retain or otherwise avail itself of the
services and facilities of persons and entities within its own organization or
any other organization for the purpose of providing PMC, a Sub-Adviser, the
Corporation or a Portfolio with such information, advice or assistance,
including, but not limited to, advice regarding economic factors and trends and
advice as to transactions in specific securities, as PMC or a Sub-Adviser may
deem necessary, appropriate or convenient for the discharge of its obligations
hereunder or otherwise helpful to PMC, the Sub-Adviser, the Corporation or a
Portfolio, or in the discharge of PMC's or a Sub-Adviser's overall
responsibilities with respect to the other accounts which it serves as
investment manager.
6. OWNERSHIP OF RECORDS
All records required to be maintained and preserved by the Corporation or
each Portfolio pursuant to the provisions of rules or regulations of the
Securities and Exchange Commission under Section 31(a) of the 1940 Act and
maintained and preserved by PMC on behalf of the Corporation or each Portfolio
are the property of the Corporation and will be surrendered by PMC promptly on
request by the Corporation.
7. REPORTS TO PMC
The Corporation shall furnish or otherwise make available to PMC such
copies of the Prospectus, SAI, financial statements, proxy statements, reports
and other information relating to each Portfolio or its business and affairs as
PMC may, at any time or from time to time, reasonably require in order to
discharge its obligations under this Agreement.
8. REPORTS TO CORPORATION
PMC shall furnish to or place at the disposal of the Corporation such
information, reports, evaluations, analyses and opinions as the Corporation may,
at any time or from time to time, reasonably request with respect to each
Portfolio or as PMC may deem helpful to each Portfolio.
9. SERVICES TO OTHER CLIENTS
Nothing herein contained shall limit the freedom of PMC or any affiliated
person of PMC to render investment supervisory and administrative services to
other investment supervisory and administrative services to other investment
companies (including, but not limited to, one or more series of shares of the
Corporation), to act as investment adviser or investment counselor to other
persons, firms or corporations, or to engage in other business activities; but
so long as this Agreement or any extension, renewal or amendment hereof shall
remain in effect or until PMC shall otherwise consent and subject to the
appointment of Sub-Investment Advisers, PMC shall be the only investment manager
of each Portfolio.
10. LIMITATION OF LIABILITY OF PMC
Neither PMC nor any officer, director, or employee of PMC performing
services for each Portfolio at the direction or request of PMC in connection
with PMC's discharge of its obligations hereunder shall be liable for any error
of judgment or mistake of law or for any loss suffered by each Portfolio in
connection with any matter to which this Agreement relates; PROVIDED, that
nothing herein contained shall be construed (i) to protect PMC against any
liability to the Corporation or its shareholders to which PMC would otherwise be
subject by reason of willful misfeasance, bad faith, or gross negligence in the
performance of PMC's duties under this Agreement of (ii) to protect any
director, officer or employee of PMC who is or was a director or officer of the
Corporation against liability to the Corporation or its shareholders to which
such person would otherwise by subject by reason of willful misfeasance, bad
faith, or gross negligence, in the performance of his or her duties, or by
reason of reckless disregard of his or her obligations and duties involves the
conduct of his or her office.
11. RETENTION OF SUB-ADVISER
The retention of any Sub-Adviser to serve a Portfolio shall be at the
risk, cost and expense of PMC. Retention of a Sub-Adviser shall in now way
reduce the responsibilities or obligations of PMC under this Agreement and PMC
shall be responsible to the Corporation for all acts or omissions of the
Sub-Adviser in connection with the performance of PMC's duties hereunder. PMC
shall pay and shall be solely responsible for the payment of the fees of any
Sub-Adviser for the performance of its services for a Portfolio.
12. TERM AND AGREEMENT
This Agreement shall take effect as of the 1st day of July, 2002, and
shall continue in effect until June 30, 2004. Thereafter, this Agreement shall
be renewable for successive periods of one year each, provided such continuance
is specifically approved annually with respect to each Portfolio by a vote of a
majority of the directors of each Portfolio who are not parties to this
Agreement or interested person of any such party; and PROVIDED, FURTHER, that
PMC shall not have notified the Corporation in writing at least sixty (60) days
prior to June 30, 2004 or at least sixty (60) days prior to June 30 of any year
thereafter that it does not desire such continuation, but no such notice shall
be effective until the Corporation shall have contracted with one or more
persons to serve as successor investment adviser and manager for each Portfolio
and such person(s) shall have assumed such position. PMC shall furnish to the
Board of Directors promptly upon its request, such information as
may reasonably be necessary to evaluate the terms of this Agreement or any
extension, renewal or amendment thereof.
13. AMENDMENT OR ASSIGNMENT OF AGREEMENT
Any amendment of this Agreement shall be in writing and signed by the
parties hereto; PROVIDED, that no such amendment shall be effective unless
authorized on behalf of the Corporation (i) by resolution of the Corporation's
Board of Directors, including the vote or written consent of a majority of each
Portfolio's directors who are not parties to this Agreement or interested
persons of any such party, and (ii) by vote of a majority of the outstanding
voting securities of each Portfolio. This Agreement shall terminate
automatically and immediately in the event of its assignment.
14. TERMINATION OR ASSIGNMENT
This Agreement may be terminated at any time by either party hereto,
without the payment of any penalty, upon sixty (60) days' prior written notice
to the other party; PROVIDED, that in the case of termination by the
Corporation, such action shall have been authorized (i) by resolution of the
Corporation's Board of Directors, including the vote or written consent of a
majority of the directors of each Portfolio who are not parties to this
Agreement or interested persons of any such party or (ii) by vote of a majority
of the outstanding voting securities of each Portfolio; and PROVIDED FURTHER,
that in the case of termination of PMC, such termination shall not be effective
until the Corporation shall have contracted with one or more persons to serve as
successor investment adviser and manager for each Portfolio and such person(s)
shall have assumed such position.
15. MISCELLANEOUS
15.1 NOTICES. Any notice under this Agreement shall be given in writing,
addressed and delivered, or mailed postpaid, (a) if to PMC, to Polestar
Management Co., Inc., ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇; and
(b) if to the Corporation, at the foregoing office of PMC.
15.2 CAPTIONS. The captions contained in this Agreement are included for
convenience of reference only and in no way define or delineate any of
the provisions hereof or otherwise affect their construction or effect.
15.3 INTERPRETATION. Nothing herein contained shall be deemed to require the
Corporation to take any action contrary to its Charter or By-laws, or any
applicable statutory or regulatory requirement to which it is subject or
by which it is bound, or to relieve or deprive the directors of the
Corporation of their responsibility for and control of the conduct of the
affairs of each Portfolio.
15.4 DEFINITIONS. Any question of interpretation of any term or provision of
this Agreement having a counterpart in or otherwise derived from a term
or provision of the Act shall be resolved by reference to such term or
provision of the Act and to interpretations thereof, if any, by the
United States courts or, in the absence of any controlling decision of
any such court, by rules, regulations or orders of the Securities and
Exchange Commission validly issued pursuant to the Act. Specifically, the
terms "vote of a majority of the outstanding voting securities",
"interested person", "assignment", and "affiliated person", shall have
the meanings assigned to them by Section 2(a) of the 1940 Act. In
addition, where the effect of a requirement of the Act reflected in any
provision of this Agreement is modified, interpreted or relaxed by a
rule, regulation or order of the Securities and Exchange
Commission, whether of special or of general application, such provision
shall be deemed to incorporate the effect of such rule, regulation or
order.
15.5 EXECUTION IN COUNTERPARTS. This Agreement may be executed simultaneously
in counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
15.6 GOVERNING LAW. Except insofar as the 1940 Act or other federal laws and
regulations may be controlling, this Agreement shall be governed by, and
construed and enforced in accordance with, the internal laws of the State
of Pennsylvania.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their respective officers thereunto duly authorized and their
respective corporate seals to be hereunto affixed, as of the day and year first
above written.
Attest: THE NOAH INVESTMENT GROUP, INC.
______________________________ ____________________________________
By:____________________________ By: ________________________________
Its: Secretary (Ass't) Its: ______________________________
Attest: POLESTAR MANAGEMENT COMPANY
______________________________ ____________________________________
By:____________________________ By: ________________________________
Its: Secretary (Ass't) Its: ______________________________
SCHEDULE A
NOAH INVESTMENT GROUP
PORTFOLIOS OF THE CORPORATION
AS EFFECTIVE JULY 1, 2002
The following Portfolios are offered by the Corporation and subject to this
Agreement:
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Name of Portfolio
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NOAH FUND Select Value Equity Portfolio
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NOAH FUND Select Value Equity & Income Portfolio
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NOAH FUND Fixed Income Portfolio
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NOAH FUND Global Precious Metals Portfolio
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NOAH FUND 4 Kids Portfolio
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SCHEDULE B
NOAH INVESTMENT GROUP
COMPENSATION SCHEDULE
FOR PMC WITH RESPECT TO
PORTFOLIOS OF THE CORPORATION
AS EFFECTIVE JULY 1, 2002
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Annual Fee Rate, as
percentage of
Name of Portfolio average daily net
assets
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NOAH FUND Select Value Equity Portfolio 1.00%
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NOAH FUND Select Value Equity & Income Portfolio 1.00%
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NOAH FUND Fixed Income Portfolio 1.00%
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NOAH FUND Global Precious Metals Portfolio 1.00%
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NOAH FUND 4 Kids Portfolio 1.00%
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