NOTICE OF ANNUAL MEETING
TO BE HELD OCTOBER 22, 1996
To the shareholders of Manor Investment Funds, Inc.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Manor
Investment Funds, Inc. will be held at the offices of the fund
at 113 West Chestnut Street, West Chester, PA 19380 on
October 22, 1996 at 7:00 PM for the following purposes.
1) To elect eight (8) directors to serve until the
next Annual Meeting of Shareholders or until their
successors are elected and qualified.
2) To ratify or reject the selection of Claude B.
Granese as independent public accountant to audit
and certify financial statements of the Fund for
the fiscal year ending December 31, 1996.
3) To transact such other business as may properly
come before the meeting or any general
adjournments therof.
The Board of Directors has fixed the close of business on
August 31, 1996 as the record date for determination of the
shareholders entitled to notice of, and to vote at the
meeting.
IF YOU DO NOT EXPECT TO ATTEND THE MEETING IN PERSON,
PLEASE FILL IN, SIGN AND RETURN THE ENCLOSED PROXY.
PROMPT RETURN OF THE PROXY WILL BE APPRECIATED.
PROXY - SOLICITED BY THE BOARD OF DIRECTORS
MANOR INVESTMENT FUNDS
ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 22, 1996
The annual meeting of MANOR INVESTMENT FUNDS will be held on
October 22, 1996 at the offices of the Fund at 113 West
Chestnut Street, West Chester, PA 19380 at 7:00 PM. The
undersigned hereby appoints Daniel A. Morris and or Bruce
Laverty as proxies to represent ant to vote all shares of the
undersigned at the annual meeting of shareholders and all
adjournments thereof, with all powers the undersigned would
possess if personally present, upon the matter specified
below. The Board of Directors recommends that you vote FOR
all items.
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED:
IF NO DIRECTION IS INDICATED AS TO A PROPOSAL, THE PROXIES
SHALL VOTE FOR SUCH PROPOSAL. THE PROXIES MAY VOTE AT THEIR
DISCRETION ON ANY OTHER MATTER WHICH MAY PROPERLY COME BEFORE
THE MEETING.
1. Election of Directors
FOR all nominees except as marked to the contrary
below.
WITHHOLD AUTHORITY to vote for all nominees.
To withhold authority to vote for nominees, strike a line
through his/her name(s).
Daniel A. Morris Bruce Laverty Fred Myers
James Nolan
Richard Kund Edward Erlichman James McFadden
Alan Weintraub
2. Proposal to ratify the selection of Claude B. Granese by
the Board of Directors as independent public accountant to
audit and certify financial statements of the Fund for the
fiscal year ending December 31, 1996.
FOR AGAINST ABSTAIN
Please mark, date, sign & return the proxy promptly in the
enclosed envelope. For joint registrations, both parties
should sign.
Shareholder Signature Shareholder Signature
Dated Dated
Daniel A. Morris
304 Albermarle Grove
West Chester, PA 19380
Shares Held:
Manor Investment Funds
113 West Chestnut Street
West Chester, PA 19380
PROXY STATEMENT
MANOR INVESTMENT FUNDS
WEST CHESTER, PA 19380
610-431-0630
Enclosed herewith is Notice of an Annual Meeting of
Shareholders of Manor Investment Funds, (the "Fund") and a
proxy form solicited by the Board of Directors of the Fund.
This proxy material was first mailed on September 9, 1996.
The proxy may be revoked at any time before it is exercised
either by mail notice to the Fund or through resubmittal at
a later date. In addition, any shareholder may vote in
person at the meeting as he/she chooses, overriding any
previously filed proxies. You are requested to place your
instructions on the enclosed proxy and then sign, date and
return it. The cost of soliciting proxies will be borne by
your Fund.
There is one class of capital stock of the Fund, all of
which have equal voting rights. On August 31, 1996, the
date of record, there were 15,256 shares outstanding, held
by shareholders entitled to notice of and to vote at the
meeting. In all matters each share has one vote.
ELECTION OF DIRECTORS
There are eight (8) nominees listed below who have consented
to serve as directors, if elected, until the next Annual
Meeting of Shareholders or until their successors are
elected and qualified.
Nominees for Election of Directors of Manor Investment Funds
Fund Direct Shares % of
Name & Age Office or Principal Held
Since Occupation as of Clas
8/31/96 s
Daniel A. Presid 1995 President 11,135 72.9
Morris ent * Morris (1) %
Age: Investment
42 Management
Services, Inc.
Bruce Secret 1995 Partner 133 0.9%
Laverty ary * Laverty, Nilsen
Age: & Reed
36
Edward 1995 President
Erlichman Kara Aerospace
Age:
41
Richard 1995 Marketing Rep
Kund Laboratory
Age: Corporation
39 of America
James 1995 VP Credit
McFadden Admin.
Age: MBNA Corp.
49
Fred Myers 1995 Certified 667 4.4%
Age: Public (2)
44 Accountant
Myers &
Associates
James Nolan 1995 Attorney
Age: West Chester
34
Alan 1995 Systems
Weintraub Consultant
Age: CSC, Inc.
40
* Directors of the Fund who are "interested persons" as
defined in the Investment Company Act of 1940. Mr.
Morris is an "interested person" by virtue of his
position in the Fund's Investment Adviser. All other
Fund officers are also "interested persons".
(1) Includes shares held in joint tenancy with his wife,
Anne.
(2) Includes shares held in joint tenancy with his wife,
Deborah, and her IRA.
Shareholders have one vote for each share they own for each
of eight directors of their choice. All proxies returned to
the Fund, except those specifically marked to withhold
authority will be cast for the nominees listed above. A
majority of the votes cast, when a quorum is present, will
be required to elect each director.
Board Meetings and Committees
Since this is the initial year for the Fund, there is no
attendance record for the previous year. Mr. James McFadden
serves as Chairman of the Audit Committee for the Board of
Directors. Mr. Daniel A. Morris serves as President and Mr.
Bruce Laverty serves as Secretary of the Fund. Officers are
elected by the Board of Directors for a term of one year.
The Board of Directors serves without remuneration.
The officers and directors of the Fund, as a group, own
11,935 shares, 78.2% of shares outstanding, beneficially,
directly or indirectly. There is no other class of stock.
BROKERAGE
The Fund requires all brokers to effect transactions in
portfolio securities in such a manner as to get prompt
execution of the orders at the most favorable price. Where
consistent with best price and execution, and in light of
its limited resources, the Fund will deal with primary
market makers in placing over-the-counter portfolio orders.
The Fund places all orders for purchase and sale of its
portfolio securities through its President who is answerable
to the Board of Directors. The President may select brokers
who, in addition to meeting the primary requirements of
execution and price, have furnished statistical or other
factual information and services, which, in the opinion of
management, are helpful or necessary to the Fund's normal
operations. Those services may include economic or industry
studies, security analysis and reports, sales literature and
statistical services furnished either directly to the Fund
or to the Adviser. No effort is made in any given
circumstance to determine the value of these services or the
amount they might have reduced Adviser expenses.
Other than as set forth above, the Fund has no fixed policy,
formula, method or criteria which it uses in allocating
brokerage business to brokers furnishing these materials and
services. The Fund does not have a complete year on which
to report brokerage commissions.
RATIFICATION OR REJECTION OF SELECTION OF AUDITORS
Your Board of Directors has selected, subject to shareholder
approval, Claude B. Granese, CPA to audit and certify
Financial statements of the Fund for the year 1997. In
connection with the audit function, Claude B. Granese will
review the Fund's Annual report to Shareholders and the
Fund's filings with the Securities and Exchange Commission.
The Board of Directors has adopted procedures to pre-approve
the types of professional services for which the Fund may
retain such auditors. As part of the approval process, the
Board of Directors considers whether the performance of each
professional service is likely to affect the independence of
Claude B. Granese. Mr. Granese does not have any direct or
material indirect financial interest in the Fund. Mr.
Granese has not provided any non-auditing services to the
Fund.
Mr. Granese will not be present at the meeting unless
requested by a shareholder (either in writing or by
telephone) in advance of the meeting. Such requests should
be directed to the secretary of the Fund.
SHAREHOLDER PROPOSALS
The Fund expects to hold its next annual meeting in October
1997. Shareholder proposals may be presented at that
meeting provided they are received by the Fund not later
than January 4, 1997 in accordance with Rule 14a-8 under the
Securities & Exchange Act of 1934 which sets forth certain
requirements.
OTHER MATTERS
The Board of Directors knows of no other matters to be
presented at the meeting other than those mentioned above.
Should other business come before the meeting, the proxies
will be voted in accordance with the view of the Board of
Directors.
