Exhibit 99.d(1)
AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT AGREEMENT
BETWEEN THE NOAH INVESTMENT GROUP, INC.
AND POLESTAR MANAGEMENT COMPANY
This Amendment No. 1 to the Investment Management Agreement (the
"Amendment") is made and entered into by and between The Noah Investment Group,
Inc. (the "Company"), on behalf of the Noah Fund (the "Fund"), and Polestar
Management Company ("PMC") and amends and supplements the Investment Management
Agreement dated March 26, 1996 (the "Agreement"), previously made and entered
into by and between the parties to this Amendment.
I. The fifth "Witnesseth" paragraph is amended to reflect the approval of the
Board of Directors of the Company and Fund shareholders to replace Xxxxxxxxxxx
Financial Services, Inc. with Geewax Terker & Company ("GTC") as investment
sub-adviser to the Fund. The fifth "Witnesseth" paragraph is therefore replaced
with the following:
WHEREAS, the Corporation has been advised by PMC that PMC will engage the
services of an investment sub-adviser to the Fund (the "Sub-Adviser"), on
the terms and conditions set forth in the form of Sub-Advisory Agreement
attached hereto as Exhibit A.
II. All other references to Xxxxxxxxxxx Financial Services, Inc. shall hereby be
references to the investment sub-adviser with whom PMC has entered into a
sub-advisory agreement for management of the Fund's assets, which is currently
GTC.
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 January 9, 1998.
THE NOAH INVESTMENT GROUP, INC. POLESTAR MANAGEMENT COMPANY
By: _____________________________ By: ___________________________
Name: Name:
Title: Title:
