Exhibit 99.d(2)
AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT AGREEMENT
BETWEEN THE NOAH INVESTMENT GROUP, INC.
AND POLESTAR MANAGEMENT COMPANY
This Amendment No. 2 to the Investment Management Agreement (the
"Amendment") is made and entered into by and between The Noah Investment Group,
Inc. (the "Company") and Polestar Management Company ("PMC") and amends and
supplements the Investment Management Agreement dated March 26, 1996, as amended
(the "Agreement"), previously made and entered into by and between the parties
to this Amendment.
I. The first paragraph of the Agreement is amended to reflect the approval of
the Board of Directors of the Company to change the name of the "Noah Fund"
series to the "NOAH FUND Large-Cap Growth Portfolio - Class A," (hereinafter
referred to as the "Fund"). The first paragraph of the Agreement is therefore
replaced in its entirety with the following:
INVESTMENT MANAGEMENT AGREEMENT, made as of the 26th day of March, 1996, by
and between The Noah Investment Group, Inc., a Maryland corporation (the
"Corporation"), on behalf of its separately designated series, the Noah
Fund Large-Cap Growth Portfolio - Class A (the "Fund"), and Polestar
Management Company, a Maryland corporation ("PMC").
II. All other references to The Noah Fund in the Agreement shall hereby be
references to the NOAH FUND Large-Cap Growth Portfolio - Class A.
Each of the parties to this Amendment has caused this Amendment to be
accepted by the signature of its duly authorized officer below and this
Amendment is effective as of August 16, 2002.
THE NOAH INVESTMENT GROUP, INC. POLESTAR MANAGEMENT COMPANY
By: ____________________________ By: _____________________________
Name: Name:
Title: Title:
