14
Manor Investment Funds, Inc.
West Chester, PA 19380
610-431-0630
800-787-3334
PROSPECTUS
The Fund & Investment Objective
Manor Investment Funds, Inc. is an open-end non-diversified
management investment company whose primary objective is
capital appreciation. A secondary objective is to provide a
moderate level of current income. The Fund seeks to achieve
its objectives primarily by investing in common stocks and
securities convertible into common stocks.
Fund Share Purchase
Capital shares of the Fund may only be purchased directly
from the Fund at net asset value as next determined after
receipt of order. The minimium initial purchase is $1,000
and the minimum subsequent purchase is $100.
Additional Information
This Prospectus, which should be retained for future
reference, is designed to set forth concisely the
information that you should know before you invest. A
"Statement of Additional Information" containing additional
information about the Fund has been filed with the
Securities and Exchange Commission. Such Statement is dated
September 30, 1995 and has been incorporated by reference
into the Prospectus. A copy of the Statement may be
obtained without charge, by writing to the Fund or by
calling either of the telephone numbers shown above.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
FUND EXPENSES
The following illustrates all expenses and fees that a
shareholder of Manor Investment Funds, Inc. will incur. The
expenses and fees set forth are estimates based on the
expected operating expenses of the Fund for its first full
year of operation.
Shareholder Transaction
Expenses
Sales load imposed on purchases No
ne
Sales load imposed on No
reinvested dividends ne
Redemption fees No
ne
Exchange fees No
ne
IRA Trustee fees No
ne
Annual Fund Operating Expenses
Management and advisory 1.
expenses 0%
12 b-1 fees No
ne
All other expenses 0.
5%
Total operating expenses 1.
5%
The purpose of this table is to assist investors in
understanding the various costs and expenses that an
investor in the Fund will bear directly and indirectly. The
following example illustrates the expenses paid on a $1,000
investment over various time periods assuming (1) a 5%
annual rate of return and (2) redemption at the end of each
time period. As noted above, the fund charges no redemption
fees.
1 Year 3 Years 5 Years 10 Years
$15 $47 $83 $189
This example should not be considered a representation of
past or future expenses or performance. Actual expenses may
be greater or less than those shown.
CONDENSED FINANCIAL INFORMATION
Selected per share and ratios to average net assets. The
following information related to Net Assets and Shares
Outstanding have been audited by Claude B. Granese, CPA.
Period Ended September 30
Income & Expenses: 1995
Investment Income .00
Expenses .00
Net investment .00
income
Net investment .00
income payment
Change in .00
undistributed income
Capital Changes:
Realized & unrealized .00
capital gain
Realized capital .00
gains payout
Change in .00
undistributed capital
gain
Net Assets:
Increase or (decrease) 10.00
Beginning of period
.00
End of period $ 10.00
Ratios to Average Net
Assets:
Expenses 0.0%
Net investment income 0.0%
Portfolio Turnover 0.0%
# of Shares - End of 11,000
Period
THE FUND
Manor Investment Funds, Inc. (also referred to as the
"Fund") is an open-end non-diversified management investment
company. The Fund was incorporated in Pennsylvania on
September 13, 1995. The Fund's registered office is in West
Chester, PA 19380.
OBJECTIVE AND POLICIES
Objective: The primary objective of the Fund is capital
appreciation. A secondary objective is to provide a
moderate level of current income by investing in income-
producing securities which, in the judgment of management,
also have potential for capital appreciation.
It must be realized, as is true of almost all securities,
there can be no assurance that the Fund will obtain its
ongoing objective of capital appreciation and moderate
income.
Investment Policies
The Fund will utilize information obtained from various
sources including earnings expectations, fundamental
securities valuation and securities price trends.
The Fund places primary emphasis on securities which provide
favorable growth prospects and provide some level of current
income. The Fund may also invest in securities which provide
favorable growth prospects but do not provide some level of
current income. The Fund also invests in senior securities
such as government and corporate bonds, convertible
securities, or preferred stocks, as appropriate from time to
time. The Fund may also hold government securities and
other short-term interest bearing securities when the
adviser believes market conditions warrant a defensive
position.
Portfolio Turnover Policy: The Fund does not propose to
purchase securities for short term trading in the ordinary
course of operations. Accordingly, it is expected that the
annual turnover rate will not exceed 50%, wherein turnover
is computed by dividing the lesser of the Fund's total
purchases or sales of securities within the period by the
average monthly portfolio value of the Fund during such
period. There may be times when management deems it
advisable to substantially alter the composition of the
portfolio, in which event, the portfolio turnover rate might
substantially exceed 50%; this would only result from
special circumstances and not from the Fund's normal
operations.
Nondiversitfication Policy: The Fund is classified as being
non-diversified which means that it may invest a relatively
high percentage of its assets in the obligations of a
limited number of issuers. The Fund, therefore, may be more
susceptible than a more widely diversified fund to any
single economic, political, or regulatory occurrence. The
policy of the Fund, in the hope of achieving its objective
as stated above, is, therefore, one of selective investments
rather than broad diversification. The Fund seeks only
enough diversification for adequate representation among
what it considers to be the best performing securities and
to maintain its federal non-taxable status under Sub-Chapter
M of the Internal Revenue Code.
INVESTMENT RISKS
Market Risk: The Fund invests in common stocks which can
decline in price over short or even extended periods. For
five year timeperiods from 1926-1994 the stock market, as
measured by the S&P 500 returned an average of 10.2%, with a
high of 23.9% and a low of -12.5%.
Inflation Risk: Inflation represents a risk to an investment
portfolio because it reduces the real return of a portfolio
over time. Historically, inflation averaged 3.1%,
offsetting most of the returns from money market investments
and bonds. Using the illustration above, average inflation
reduced the returns from the stock market by approximately
one third.
TAX STATUS
Under provisions of Sub-Chapter M of the Internal Revenue
Code of 1954 as amended, the Fund, by paying out
substantially all of its investment income and realized
capital gains, intends to be relieved of federal income tax
on the amounts distributed to shareholders. In order to
qualify as a "regulated investment company" under Sub-
Chapter M, at least 90% of the Fund's income must be derived
from dividends, interest and gains from securities
transactions, no more than 30% of the Fund's profits may be
derived from sales of securities held less than three
months, and no more than 50% of the Fund's assets may be in
security holdings of any issuer that exceed 5% of the total
assets of the Fund at the time of purchase.
Distribution of any net long term capital gains realized by
the fund will be taxable to the shareholder as long term
capital gains, regardless of the length of time Fund shares
have been held by the investor. All income realized by the
Fund including short term capital gains, will be taxable to
the shareholder as ordinary income. Dividends from net
income will be made annually or more frequently at the
discretion of the Fund's Board of Directors. Dividends
received shortly after purchase of shares by an investor
will have the effect of reducing the per share net asset
value of his shares by the amount of such dividends or
distributions and, although in effect a return of capital,
are subject to federal income taxes.
The Fund is required by Federal law to withhold 31% of
reportable payments (which may include dividends, capital
gains, distributions and redemptions) paid to shareholders
who have not complied with IRS regulations. In order to
avoid this withholding requirement, you must certify on a W-
9 tax form supplied by the Fund that your Social Security or
Taxpayer Identification Number provided is correct and that
you are not currently subject to back-up withholding, or
that you are exempt from back-up withholding.
INVESTMENT RESTRICTIONS
The By-Laws of the Fund provide the following fundamental
investment restrictions; the Fund may not, except by the
approval of a majority of the outstanding shares:
(a) Act as underwriter for securities of other issuers
except insofar as the Fund may be deemed an underwriter in
disposing of its own portfolio.
(b) Borrow money or purchase securities on margin, but may
obtain such short term credit as may be necessary for
clearance of purchases and sales of securities for
temporary or emergency purposes in an amount not exceeding
5% of the value of its total assets.
(c) Sell securities short.
(d) Invest in securities of other investment companies
except as part of a merger, consolidation, or purchase of
assets approved by the Fund's shareholders or by purchases
with no more that 10% of the Fund's assets in the open
market involving only customary brokers commissions.
(e) Invest more that 25% of its assets at the time of
purchase in any one industry.
(f) Make investments in commodities, commodity contracts or
real estate although the Fund may purchase and sell
securities of companies which deal in real estate or
interests therein.
(g) Make loans. The purchase of a portion of a readily
marketable issue of publicly distributed bonds, debentures
or other debt securities will not be considered the making
of a loan.
(h) Acquire more than 10% of the securities of any class of
another issuer, treating all preferred securities of an
issuer as a single class and all debt securities as a
single class, or acquire more than 10% of the voting
securities of another issuer.
(i) Invest in companies for the purpose of acquiring
control.
(j) Purchase or retain securities of any issuer if the
officers and directors of the Fund or its Investment
Adviser owning individually more than 1/2 of 1% of any
class of security, collectively own more than 5% of such
class of securities of such issuer.
(k) Pledge, mortgage or hypothecate any of its assets.
(l) Invest in securities which may be subject to
registration under the Securities Act of 1933 prior to
sale to the public or which are not at the time of
purchase readily salable.
(m) Invest more than 5% of the total Fund assets, taken at
market value at the time of purchase, in securities of
companies with less than three years' continuous
operation, including the operations of any predecessor.
INVESTMENT ADVISER
Morris Investment Management Services, Inc., 113 West
Chestnut Street, West Chester, PA, is a Pennsylvania
corporation that acts as sole Investment Adviser to the
Fund. Mr. Daniel A. Morris is the sole owner, director and
officer of the Investment Adviser and is also president of
the Fund. As of September 30, 1995 Mr. Morris owns all
outstanding shares of Morris Investment Management, Inc. and
of the outstanding shares of Manor Investment Funds. Mr.
Morris has been a shareholder, executive officer and
portfolio manager for investment advisors to mutual funds
and other investors since 1981.
On September 18, 1995 the shareholders of the Fund approved
a management and advisory contract with Morris Investment
Management Services, Inc., to act as Investment Adviser of
the Fund, which was unanimously approved by the Board of
Directors. This agreement will continue on a year to year
basis provided that approval is voted at least annually by a
majority of the directors of the Fund who are neither
parties to the agreement nor interested persons as defined
in the Investment Company Act of 1940 at a meeting called
for the purpose of voting on such approval.
Under the agreement, the Investment Adviser will furnish
investment advice to the Directors of the Fund on the basis
of a continuous review of the portfolio and recommend to the
Fund when and to what extent securities should be purchased
or disposed of. The Agreement may be terminated at any
time, without the payment of any penalty, by the Board of
Directors or by vote of a majority of the outstanding voting
securities of the Fund on not more than 60 days' written
notice to the Investment Adviser. In the event of its
assignment, the Agreement will terminate automatically.
Ultimate decisions as to the investment policy and as to
individual purchases and sales of securities are made by the
Fund's officers and directors. For these services the Fund
has agreed to pay to Morris Investment Management Services,
Incorporated a fee of 1% per year on the net assets of the
Fund. All fees are computed on the average daily closing
net asset value of the Fund and are payable monthly. The
Investment Adviser will forego all or a portion of its fees
in order to hold the total expenses of the Fund to no more
than 1.5% of averaged assets.
Pursuant to its contract with the Fund, the Investment
Adviser is required to render research, statistical, and
advisory services to the Fund; and to make specific
recommendations based on the Fund's investment requirements.
Fees of the custodian, registrar, and transfer agents shall
be paid by the Fund. The Fund pays all other expenses,
including fees and expenses of directors not affiliated with
the Adviser, if any; legal and accounting fees; interest,
taxes, and brokerage commissions, recordkeeping and the
expense of operating its offices. The Investment Adviser
has paid the initial organizational costs of the Fund and
will reimburse the Fund for any and all losses incurred
because of rescinded purchases.
OFFICERS AND DIRECTORS OF THE FUND
Officers and Directors of the Fund, together with their
addresses, principal occupations during the past five years
are:
Name and Position Principal Occupation
Address Past Five Years
Daniel A. President President
Morris Intereste Morris Investment
304 d Management Services,
Albermarle Director Inc.
Grove West Chester, PA
West Senior Vice President
Chester, PA Consistent Asset
Management Co.
Chadds Ford, PA
Bruce Secretary Attorney
Laverty Intereste Laverty, Nilsen & Reed
810 d West Chester, PA
Dowingtown Director
Pike
West
Chester, PA
James Treasurer Vice President, Credit
McFadden Intereste Administration
305 d MBNA America Bank, N.A.
Devonshire Director Newark, DE
Circle
West
Chester, PA
Edward Non- President
Erlichman Intereste Kara Aerospace, Inc.
P.O. Box 513 d Bedford, PA
Bedford, PA Director
Richard A. Non- Marketing
Kund, Jr. Intereste Representative
304 Hidden d Laboratory Corporation
Creek Dr. Director of America
Horsham, PA Burlington, NC
Frederick L. Non- Certified Public
Myers, CPA Intereste Accountant
302 d Meyers & Associates,
Albermarle Director CPA's
Grove West Chester, PA
West
Chester, PA
James F. Non- Attorney
Nolan Intereste West Chester, PA
113 West d
Chestnut St. Director
West
Chester, PA
Alan Non- Manager of Technology
Weintraub Intereste Consulting
305 d JVC Technology, Inc.
Albermarle Director Wayne, PA
Grove
West
Chester, PA
CAPITALIZATION
Description of Common Stock: The authorized capitalization
of the Fund consists of 10,000,000 shares of common stock of
$.001 par value per share. Each share has equal dividend,
distribution and liquidation rights. There are no
conversion or pre-emptive rights applicable to any shares of
the Fund. All shares issued are fully paid and non-
accessible.
Voting Rights: Each holder of common stocks has one vote
for each share held. Voting rights are non-cumulative,
which means that the holders of a majority of shares of
common stock can elect all the directors of the Fund if they
so choose, and the holders of the remaining shares will not
be able to elect any person as a director.
PURCHASE OF SHARES - REINVESTMENTS
The offering price of the shares offered by the Fund is at
the net asset value per share next determined after receipt
of the purchase order by the Fund and is computed in the
manner described under the caption "PRICING OF SHARES" in
this prospectus. The Fund reserves the right at its sole
discretion to terminate the offering of its shares made by
this Prospectus at any time and to reject purchase
applications when, in the judgment of the management such
termination or rejection is in the best interests of the
Fund.
Initial Investments: Initial purchase of shares of the Fund
may be made only by application submitted to the Fund. For
the convenience of investors, a Share Purchase Application
form is provided with this Prospectus. The minimum initial
purchase of shares is $1,000.
Subsequent Purchases: Subsequent purchases may be made by
mail or in person. The minimum is $100, but less may be
accepted under special circumstances.
To purchase shares complete the application form and mail to
Manor Investment Funds, 113 West Chestnut Street, West
Chester, PA 19380. For additional information contact the
Fund at 610-431-0630.
Reinvestments: The Fund will automatically retain and
reinvest dividends and capital gains distributions in whole
shares and use same for the purchase of additional shares
for the shareholder at net asset value as of the close of
business on the distribution date. Any surplus over whole
shares will be paid in cash. A shareholder may at any time
by letter or forms supplied by the Fund direct the fund to
pay dividend and/or capital gains distributions, if any, to
such shareholder in cash.
Whole Shares: Whole shares may be purchased from the Fund.
No fractional shares will be issued. The Fund will maintain
an account for each shareholder of shares for which no
certificates have been issued.
RETIREMENT PLANS
Individual Retirement Account: Individuals who have
compensation, but who are either not covered by existing
qualified retirement plans, or are covered and do not have
incomes which exceed certain amounts, may contribute tax-
deductible dollars to an IRA. Individuals who are covered
by existing retirement plans, and whose incomes exceed the
applicable amounts, are not permitted to deduct their IRA
contributions for federal income tax purposes. However,
whether an individual's contributions are deductible or not,
the earnings on his or her IRA are not taxed until the
account is distributed.
A Disclosure Statement is required by U.S. Treasury
Regulations. This Statement describes the general
provisions of the IRA and is forwarded to all prospective
IRA's. There is no charge to open and maintain a Manor
Investment Funds IRA. This policy may be changed by the
Board of Directors if they deem it to be in the best
interests of all shareholders. All IRA's may be revoked
within 7 days of their establishment with no penalty.
PRICING OF SHARES
The net asset value of the Fund's shares are determined as
of the close of business of the New York Stock Exchange on
each business day of which that Exchange is open (presently
4:00 p.m.) Monday through Friday exclusive of Washington's
Birthday, Good Friday, Memorial Day, 4th of July, Labor Day,
Thanksgiving, Christmas and New Years. The price is
determined by dividing the value of its securities, plus any
cash and other assets less all liabilities, by the number of
shares outstanding. The market value of securities listed
on a national exchange is determined to be the last recent
sales price on such exchange. Listed securities that have
not recently traded and over-the-counter securities are
valued at the last bid price in such market.
Short term paper (debt obligations that mature in less than
60 days) are valued at amortized cost which approximates
market value. Other assets are valued at fair value as
determined in good faith by the Board of Directors.
REDEMPTION OF SHARES
The Fund will redeem all or any portion of the total amount
of the shares of any shareholder who tenders a written
request for redemption signed by the shareholder. If
certificates have been issued the shareholder must submit
properly executed certificates for redemption. In either
case, proper endorsements guaranteed either by a national
bank or a member firm of the New York Stock Exchange will be
required unless the shareholder is known to management.
The redemption price is the net asset value per share next
determined after notice is received by the Fund for
redemption of shares. The proceeds received by the
shareholder may be more or less than his cost of such
shares, depending upon the net asset value per share at the
time of redemption and the difference should be treated by
the shareholder as a capital gain or loss for federal income
tax purposes.
Payment by the Fund will ordinarily be made by check within
seven days after tender. The Fund may suspend the right of
redemption or postpone the date of payment if: The New York
Stock Exchange is closed for other than customary weekend or
holiday closings, or when trading on the New York Stock
Exchange is restricted as determined by the Securities and
Exchange Commission or when the Securities and Exchange
Commission has determined that an emergency exists, making
disposal of fund securities or valuation of net assets not
reasonably practicable.
To redeem shares send your written request to Manor
Investment Funds, 113 West Chestnut Street, West Chester, PA
19380. For additional information contact the Fund at 610-
431-0630.
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 the Fund President who is
answerable to the Fund Board of Directors. He 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 studies,
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
materials or services or the amount by which they might have
reduced expenses of the Adviser.
Other than set forth above, the Fund has no fixed policy,
formula, method or criteria which it uses in allocating
brokerage business to brokers furnishing materials and
services. The Board of Directors evaluates and reviews the
reasonableness of brokerage commissions paid semiannually.
MANAGEMENT OF THE FUND
Shareholders meet annually to elect all members of the Board
of Directors, select an independent auditor, and vote on any
other items deemed pertinent by the incumbent Board. The
Directors supervise the operation of the Fund in accordance
with its stated objectives, policies, and investment
restrictions. The Board appoints the officers to run the
Fund and selects an Investment Adviser to provide investment
advice (See Investment Adviser, pg. 5). It meets six times
a year to review Fund progress and status. In addition, a
non-interested Director performs an independent audit
whenever requested by the Board.
CUSTODIAN & TRANSFER AGENT
The Fund acts as its own transfer agent. First National
Bank of West Chester acts as custodian for the Fund.
REPORTS TO SHAREHOLDERS
The Fund sends all shareholders annual reports containing
certified financial statements and other periodic reports,
at least semiannually, containing unaudited financial
statements.
AUDITORS & LITIGATION
Claude Granese, Certified Public Accountant, Spring House,
PA has been selected as the independent accountant and
auditor of the Fund. Claude Granese has no direct or
indirect financial interest in the Fund or the Adviser.
As of the date of this prospectus, there was no pending or
threatened litigation involving the Fund in any capacity
whatsoever.
ADDITIONAL INFORMATION
This Prospectus omits certain information contained in the
registration statement on file with the Securities &
Exchange Commission. The registration statement may be
inspected without charge at the principal office of the
Commission in Washington, D.C. and copies of all or part
thereof may be obtained upon payment of the fee prescribed
by the Commission. Shareholders may also direct inquiries
to the Fund by phone or at the address given on page one of
this Prospectus.
NEW ACCOUNT REGISTRATION
1. Investment Selection
Make Check Payable to:
The Manor Investment Funds
113 West Chestnut Street
West Chester, PA 19380
610-431-0630
Initial Investment: $__________
(Minimum initial purchase $1,000)
2. Account Registration
Individual: Please print or type.
______________________________________________
First Name MI Last
Name
Joint Owner: Please print or type.
______________________________________________
First Name MI Last Name
Gift to Minor:
___________________________________as custodian for
Custodian's name (only one permitted)
________________________________________under the
Minor's name (only one permitted)
__________________Uniform Gifts/Transfers to Minors
Act
Donor's State
Minor's Social Security Number must be in Sec. 4.
A Trust (including Corporate Pension Plans):
___________________________________as trustee(s) for
Name of Trustee(s)
_______________________________________________
Name of Trust
under agreement dated _____________________________
Date of Trust
A Corporation, Partnership, or other entity:
_______________________________________________
Name of Corporation or other entity
Do not use for IRA's, call for information
Mailing Address
____________________________________________
Street Address
____________________________________________
City State
Zip
____________________________________________
Home Phone
____________________________________________
Business Phone
3. Distribution Options
All income dividends and capital gains
distributions will be reinvested unless noted below:
____ Pay all income in cash.
____ Pay all capital gains in cash.
4. Required Information, Signatures
Tax Identification Number
________-_____-________ or _____-_____________
Social Security Number Employer ID
Number
Your application will be returned if this
section is not completed and signed.
Check One: ____ U.S. Citizen
____ Resident Alien
____ Non-resident Alien
_____________________________________________
Country Of Residence
The undersigned certify that I/we have full authority and
legal capacity to purchase shares of the Fund and affirm
that I/we have received a current prospectus for The Manor
Investment Funds and agree to be bound by its terms.
_________________________________________________
Signature of Owner, Trustee or Custodian
Date
_________________________________________________
Signature of Joint Owner (if any)
Date
INVESTMENT ADVISER
MORRIS INVESTMENT MANAGEMENT SERVICES, INC.
113 West Chestnut Street
West Chester, PA 19380
TABLE OF CONTENTS
Fund Expenses 2
Condensed Financial 2
Information
The Fund 3
Objective & Policies
Objective 3
Investment 3
Policies
Portfolio 3
Turnover Policy
3
Nondiversification
Policy
Investment Risks
Market Risk 3
Inflation Risk 4
Tax Status 4
Investment 4
Restrictions
Investment Adviser 5
Officers & Directors 6
of the Fund
Capitalization
Description of 7
Common Stock
Voting Rights 7
Purchase of Shares -
Reinvestments
Initial 7
Investments
Subsequent 7
Purchases
Reinvestments 7
Whole Shares 7
Retirement Plans
IRA 7
Pricing of Shares 8
Redemption of Shares 8
Brokerage 8
Management of the 9
Fund
Custodian & Transfer 9
Agent
Reports to 9
Shareholders
Auditors & 9
Litigation
Additional 9
Information
Share Purchase 1
Application 0
PROSPECTUS
Manor Investment Funds, Inc.
West Chester, PA 19380
610-431-0630
800-787-3334
The primary objective of the Fund is capital appreciation.
A secondary objective is to provide a moderate level of
current income. The Fund seeks to achieve its objectives
primarily by investing in common stocks and securities
convertible into common stocks.
CERTIFICATE OF INCORPORATION
OF
MANOR INVESTMENT FUNDS, INC.
FIRST: The name of the corporation is Manor
Investment Funds, Inc.
SECOND: The Fund acts as its own registered agent and the
address is c/o Daniel A. Morris, 113 West Chestnut Street,
West Chester, PA 19380.
THIRD: The nature of the business, objectives and
purposes proposed to be transacted, promoted and carried on
by the corporation is to do any and all of the things herein
set forth, as fully and to the same extent as natural
persons might or could do, and in any part, of the word,
vis:
1. To purchase, become interested in, receive, own,
hold invest and reinvest in, sell, negotiate, exchange,
transfer, assign, mortgage, pledge, turn to account, realize
upon, and otherwise acquire and dispose of securities of
every kind, character and description, issued or created by,
or secured upon the property, income or revenues, of
individuals, associations, public and private corporations,
in the United States of America, its agencies and
instrumentalities, or any territory, state, county, city,
town, district or other political subdivision, or any
foreign government or any political subdivision thereof; and
to acquire or become interested in any such securities by
original subscription, underwriting, participation in
syndicates, purchase, exchange, or otherwise. The term
"securities," whenever used herein, shall, consistent with
the context, and without limiting the generality of the
foregoing, include shares of stock (preferred, common and
debenture), scrip, purchase or subscription warrants or
other rights, voting trust certificates, certificates of
interest or participation in any profit sharing agreement,
pre-organization certificates or subscriptions, fractional
or undivided interest, ownership, or indebtedness, call or
time loans, notes, acceptances, bills of exchange,
commercial paper, bonds, debentures, mortgages, collateral
trust certificates, and in general any interests or
instruments commonly known as securities, or any certificate
of interest or participation in, any temporary or interim
certificate for, or receipt of, any of the foregoing, and
any securities, negotiable on non-negotiable, secured or
unsecured, and however described.
2. To exercise all rights, powers and privileges with
reference to or incident to ownership, use and enjoyment of
any of such securities, including, but without limitation,
the right, power, and privilege to own, vote, hold,
purchase, sell, negotiate, assign, exchange, transfer,
mortgage, pledge or otherwise deal with, dispose of, use,
exercise or enjoy any rights, title, interest, powers or
privileges under or with reference to any of such
securities; and to do any and all acts and things for the
preservation, protection, improvement and enhancement in
value of any of such securities, or designed to accomplish
any such purpose.
3. To purchase or otherwise acquire, own, hold, sell,
exchange, assign, transfer, mortgage, pledge or otherwise
dispose of, property of all kinds, including, but without
limitation, specie, money, and foreign exchange, to the
extent permitted by law, except that the corporation shall
not purchase, own or sell commodities or future contracts
for the delivery of commodities.
4. To buy, sell, mortgage, encumber, hold, own,
exchange, rent or otherwise acquire and dispose of, and to
develop, improve, manage, subdivide, build, erect,
construct, alter and maintain buildings, structures, and
other improvements on real property of its own use for
business offices exclusively and may acquire real estate as
a result of the foreclosure of mortgages securing the
payment of securities then owned by the corporation, or as a
result of any reorganization or other readjustment in
connection with any securities then owned by the
corporation, or otherwise for the purpose of the proper
administration of the investments of the corporation in
securities. Nothing contained in this paragraph shall be
construed to restrict the power of the corporation, subject
to all other restrictions and limitations contained in this
Certificate of Incorporation, to invest in securities, as
defined in paragraph 1 of Article Third of the Certificate
of Incorporation, whether or not any such security shall be
deemed to be an interest in real estate.
5. To borrow or raise moneys for any of the purposes
of the corporation, and from time to time, to draw, make,
accept, endorse, execute and issue bonds, debentures, notes,
drafts, acceptances, bills of exchange, warrants and other
negotiable of non-negotiable instruments and evidences of
indebtedness and other securities; and to secure the payment
thereof and of the interest thereon by mortgage upon or
Pledge of, or by conveyance or assignment in trust of, the
whole or any part of the property and franchises if the
corporation, real, personal, and mixed, tangible or
intangible, and wheresoever situate, whether at the time
owned or thereafter acquired, or thereafter acquired, and to
issue, sell, negotiate, pledge, or otherwise dispose of such
bonds or other obligations of the corporation for its
corporate purposes.
6. To acquire all of any part of the good will,
rights, property, and business of any individual,
association or corporation; to pay for the same in cash or
in shares of stock, bonds, notes or other obligations of the
corporation, or otherwise. To hold, utilize, operate,
reorganize, liquidate and in any manner dispose of the whole
or any part of the good will, rights, property and business
so acquired; to assume in connection therewith the whole or
any part of the liabilities and obligations of any such
person, association or corporation; and to conduct in any
lawful manner the whole or any part of the business thus
acquired.
7. To enter into, make, perform and carry out
contracts and undertakings of every kind for any lawful
purpose, without limit as to amount, with any individual,
association or corporation.
8. To purchase, sell and transfer, re-acquire, hold,
trade and deal in, the bonds, debentures and other
securities of the corporation, from time to time, to such
extent and in such manner and upon such terms as the Board
of Directors shall, consistent with the prohibitions of this
Certificate of Incorporation, determine; and to purchase and
re-acquire, from time to time, the shares of its own capital
stock; provided, however, that the corporation shall not
have power to trade or deal in the shares of its own Common
Stock.
9. To conduct its business and maintain offices both
within and without the Commonwealth of Pennsylvania, and in
all other states and territories and the District of
Columbia, in all dependencies, colonies of possessions of
the United States and any foreign countries, and places and
to purchase or otherwise acquire, hold, possess, convey,
transfer, or otherwise dispose of real and personal property
in all thereof to the extent that the same may be
permissible under their respective laws.
10. To carry out all or any part of the foregoing
objects and purposes, and to exercise any and all of the
foregoing rights and powers, and to do any and all of the
foregoing acts and things, as principal, factor, agent,
contractor or otherwise, either alone or through or in
conjunction with, or jointly with, any individual,
association or corporation.
11. In general to carry on any other business in
connection with the foregoing, and to have and exercise any
other lawful act concerning any and all lawful business for
which corporations may be incorporated under the
Pennsylvania Business Corporate Law of 1988, as amended.
The foregoing clauses shall each be construed as purposes,
objectives and powers, and it is hereby expressly provided
that the foregoing enumeration of specified purposes,
objectives and powers shall not be held to limit or restrict
in any manner the powers of the corporation, and that they
are in furtherance of, and in addition to, and not in
limitation of, the general powers conferred upon the
corporation by the laws of the Commonwealth of Pennsylvania
or otherwise; nor shall the enumeration of one thing be
deemed to exclude another, although it be of like nature,
not expressed.
It is the intention that the purposes, objects and powers
specified in the Article Third, and all subdivisions
thereof, shall, except as otherwise expressly provided, in
no wise be limited or restricted by reference to or
inference from the terms of any other clause or subdivision
of this Article Third, and that each of the purposes,
objects and powers specified in this Article Third shall be
regarded as independent purposes, objects and powers.
FOURTH: The total number of shares which the corporation
shall have authority to issue is ten million (10,000,000)
shares of stock, all of one class, with the par value of one
tenth cent ($0.001) per share, to be known and designates as
Common Stock.
The holders of the shares of Common Stock of the corporation
shall have no preemptive tights to subscribe to further or
additional shares of its Common Stock.
Without action or consent of the stockholders of the
corporation, the Board of Directors shall have authority,
subject to the provisions of this Certificate of
Incorporation, to issue Common Stock of the corporation, or
any part thereof, as may be fixed from time to time by the
Board of Directors.
FIFTH: The amount of capital with which the
corporation will commence business is One Thousand Dollars
($100,000.00).
SIXTH: The name and place of residence of the
incorporator is as follows:
NAME: Daniel A. Morris
Residence: 304 Albermarle Grove, West Chester, PA
19380
SEVENTH: In furtherance, and not in limitation of the
powers conferred by statute, the Board of Directors of the
corporation is expressly authorized:
1. To make, alter and amend the By-Laws of the Corporation
to fix the amount to be reserved as working capital over and
above its capital stock paid in, and to authorize and cause
to be executed mortgages and liens upon the real and
personal property of the corporation.
2. Pursuant to the affirmative vote of the holders of at
least a majority of the shares of the capital stock of the
corporation issued and outstanding, given at a meeting of
the stockholders duly called for that purpose, or when
authorized by the written consent of the holders of a
majority of the shares of the capital stock of the
corporation issued and outstanding, the Board of Directors
shall have power and authority at any meeting to authorize
the sale, lease or exchange of all the property and assets
of the corporation, including its good will and its
corporate franchises, upon such terms and conditions as the
Board of Directors may deem expedient and for the best
interests of the corporation.
3. The corporation may in its By-Laws confer powers upon
its Board of Directors in addition to the foregoing, and in
addition to the powers and authorities expressly conferred
upon them by statute.
4. The Board of Directors shall have power generally to
exercise all such powers and do all such acts and things as
may be exercised of done by the corporation, subject,
nevertheless, to the provisions of the statutes of the
Commonwealth of Pennsylvania, and of this Certificate of
Incorporation, including any amendments thereof, and of the
By-Laws of the Corporation.
EIGHTH: The following provisions are inserted for the
management of the business and for the conduct of the
affairs of the corporation:
1. The Board of Directors shall have power to fix an
initial offering price, not less than the par value thereof,
at which the shares of the Common Stock of the corporation
shall be offered for sale, and to distribute from time to
time thereafter the offering price, not less than the par
value thereof, of the shares of its Common Stock; provided,
however, that no shares of the Common stock of the
corporation shall be issued or sold for a consideration
which shall be less than the net asset value of such shares,
determined as hereinafter provided, except in the case of
shares of such Common stock issued in payment of a dividend
properly declared and payable.
The net asset value of the property and assets of the
corporation shall be determined by or under the direction of
the Board of Directors of the corporation, by deducting from
the total appraised value of all the property and assets of
the corporation, determined in the manner hereinafter
provided, all debts, obligations and liabilities of the
corporations including, but without limitation of the
generality of any of the foregoing, any or all debts,
obligations, liabilities or claims of any and every kind and
nature, whether fixed, accrued, or unmatured, and any
reserves or charges, determined in accordance with sound
accounting practice, for any or all thereof, whether for
taxes, including estimated taxes or unrealized book profits,
expenses, contingencies or otherwise. In addition, should
it become necessary to sell investments or other assets for
moneys with which to redeem or repurchase shares, the Board
of Directors, in their discretion may deduct from the net
asset value as hereinabove calculated, a reasonable
approximation of brokers' commissions, taxes, stock transfer
fees and other costs which would be incurred in the sale of
such investments and other assets.
In determining the total appraised value of all the property
and assets of the corporation:
(a) The value of each security which is listed or traded on
any National Securities Exchange shall be determined by the
price of the last reported sale of such security on any such
Exchange on the date of such determination, unless the price
of such last reported sale when compared with the closing
bid and ask quotations on such date shall be deemed by the
corporation not to reflect the fair or reasonable value of
such security, in which event the value of such security
shall be determined in the same manner as in the case of
unlisted securities. In case there shall have been no such
sale on such date the value of such security shall be
determined by the closing bid price on any such Exchange on
such date, or, if there be no such closing bid price on such
date, shall be determined in the same manner as in the case
of unlisted securities. If any security shall be listed or
traded in on more than one such Exchange the Board of
Directors shall determine which of such Exchange affords the
most representative market for such security, and quotations
on the Exchange so selected shall be used in determining the
value of such security. If any such Exchange so selected
shall be closed on any such date, the value of securities
listed or traded in on such Exchange shall be determined in
the same manner as unlisted securities.
(b) The value of each security which shall not be listed or
traded in on a National Securities Exchange shall be
determined by any quotation or method approved by or
pursuant to the direction of the Board of Directors.
(c) Dividends declared but not yet received and rights, in
respect of securities which are quoted ex-dividend or ex-
rights, shall be included in the value of such securities as
determined by or pursuant to the direction of the Board of
Directors on the date the particular securities are first
quoted ex-dividend or ex-rights, and on each succeeding day
until the said dividends or rights are received and become
part of the assets of the corporation.
(d) The value of any other assets of the corporation,
including restricted securities, (and any of the assets
mentioned in paragraph (a), (b), or (c) in the event of a
national financial emergency determined to be such by the
Board of Directors, in their discretion), shall be
determined in such manner as may be approved from time to
time or pursuant to the direction of the Board of Directors.
The net asset value of each share of the Common stock of the
corporation shall be determined by dividing the total net
asset value of the property and assets of the corporation by
the total number of shares of its Common stock then issued
and outstanding, including any shares sold by the
corporation up to and including the date as of which such
net asset value is to be determined whether or not
certificates therefore have actually been issued. In case
the net asset value of each share so determined shall
include a fraction of one cent, such net asset value of each
share shall be adjusted to the nearest full cent.
2. The corporation shall redeem shares of its Common stock
from its stockholders upon the presentation of a written
request for redemption by any such stockholder to the
corporation or its designated agent during business hours of
any business day, provided, however, that such request for
redemption must be accompanied by any stock certificates for
such shares, if such have been issued, in form for transfer,
together with such proof of the authenticity of signatures
as may be reasonably required by, or pursuant to the
direction of, the Board of Directors of the corporation.
The corporation will pay, therefore, the net asset value of
the shares next calculated following the time at which the
request is received by the corporation of its designated
agent.
After receipt of any such request from a stockholder, the
corporation shall mail to such stockholder a written
confirmation of the redemption of such shares, which shall
state the number of shares to be redeemed by the
corporation, the time as of which the purchase price of such
shares is to be determined, and the purchase price of such
shares.
Payment for shares so redeemed by the corporation shall be
made by check, except that the Board of Directors may adopt
a special resolution (notice of which shall be given
forthwith to all stockholders of the corporation in the
manner provided in the By-Laws) authorizing, during such
period of time as the Board may fix, payment for such shares
by the delivery to the redeeming stockholder of corporate
assets at a value equivalent to the redemption value of the
shares, or, at the option of the corporation, by the payment
to such stockholder of such equivalent value partly in cash
and partly in other assets. The value of any part of such
purchase price paid by the delivery of corporate assets
shall be determined as provided in sub-paragraphs (a), (b),
(c) and (d) of Paragraph (1) of this Article Eighth. In
order to avoid delivering securities in unreasonably small
denominations (that is, less than 10 shares in the case of
stocks and $1,000 principal amount in the case of bonds) the
corporation may adjust any interest in any securities so to
be delivered to any such stockholder to somewhat more or
less than such stockholder's arithmetical proportion of such
security, and may adjust fractional differences in cash or
in other assets, and any such adjustment made by the
corporation, in good faith, shall be binding upon such
stockholder and upon all other stockholders of the
corporation, past, present, or future.
Payment for shares of the Common stock of the corporation
that are redeemed shall ordinarily be made by the
corporation to the stockholder within seven days after the
date upon which the request for redemption has been received
by the corporation or its duly designated agent accompanied
by the share certificates, duly endorsed for transfer in
acceptable form if such have been issued.
The right of any holder of shares of the corporation to
receive dividends thereon and all other rights of such
shareholder with respect to the shares so redeemed by the
corporation shall cease and determine from and after the
time as of which the redemption price of such shares shall
be fixed, as provided above, except the right of such
shareholder to receive payment for such shares as provided
for herein. Payment for shares so redeemed by the
corporation, either in check or by delivery of corporate
assets, as provided for above, shall be binding and
effective, upon receipt and acceptance thereof by any
stockholder whose shares shall be redeemed by the
corporation, as a discharge and release, as of the time when
the purchase price of such shares shall be fixed, as
provided above, to the corporation, to the Board of
Directors, and to all holders of other shares of the common
stock of the corporation, past, present and future in
respect of any liability hereunder, except for willful
misfeasance, gross negligence or fraud.
NINTH: Whenever a compromise or arrangement is
proposed between this corporation and its creditors or any
class of them and/or between this corporation and its
stockholders or any class of them, any court of equitable
jurisdiction within the Commonwealth of Pennsylvania may, on
the application in a summary way of this corporation or of
any creditor or stockholder thereof, or on the application
of any receiver(s) or trustee(s) appointed for this
corporation under the laws of the Commonwealth of
Pennsylvania, order a meeting of the creditors or class of
creditors, and/or of the stockholder or class of
stockholders of this corporation, as the case may be, to be
summoned in such manner as the said court directs. If a
majority in number representing three-fourths in value of
the creditors or class of creditors, as the case may be,
agree to any compromise or arrangement and to any
reorganization of this corporation as consequence of such
compromise or arrangement, the said compromise or
arrangement and the said reorganization shall, if sanctioned
by the court to which the said application has been made, be
binding on all the creditors or class of creditors, and/or
on all the stockholders or class of stockholders, of this
corporation, as the case may be, and also on this
corporation.
TENTH: At any time and from time to time, any of the
provisions of the Certificate of Incorporation and any
amendments thereto may be amended, altered or repealed, and
other provisions authorized by the statutes of the
Commonwealth of Pennsylvania, at the time in force, may be
added or inserted in the manner at the time prescribed by
such statutes, and all rights of any kind conferred upon
stockholders of the corporation by its Certificate of
Incorporation are granted subject to the provisions of this
Article TENTH.
I, THE UNDERSIGNED, being the incorporator
hereinbefore named, for the purpose of forming a corporation
pursuant to the General Corporation Law of the Commonwealth
Of Pennsylvania, do make this certificate, hereby declaring
and certifying that the facts herein stated are true, and
accordingly have hereunto set my hand and seal this 13st day
of September, 1995, A.D. .
___________________________________(SEAL)
MANOR INVESTMENT FUNDS, INC.
BY-LAWS
ARTICLE I
OFFICES
Section 1. The principal office of the Corporation shall
be in the Borough of West Chester, County of Chester, State
of Pennsylvania. The Corporation shall also have offices at
such other places as the Board of Directors may from time to
time determine and the business of the Corporation may
require.
ARTICLE II
STOCKHOLDERS AND STOCK CERTIFICATES
Section 1. Every stockholder of record shall be entitled
to a stock certificate representing the shares owned by him.
Stock certificates shall be in such form as may be required
by law and as the Board of Directors shall prescribe. Every
stock certificate shall be signed by the President or a Vice
President and by the Treasurer or an Assistant Treasurer, or
the Secretary or an Assistant Secretary, and sealed with the
corporate seal, which may be a facsimile, either engraved or
printed. Whenever permitted by law, the Board of Directors
may authorize the issuance of stock certificates bearing the
facsimile signatures of the officers authorized to sign such
certificates.
Section 2. Shares of the capital stock of the
Corporation shall be transferable only on the books of the
Corporation by the person in whose name such shares are
registered, or by his duly authorized transfer agent. In
case of transfers by executors, administrators, guardians or
other legal representatives, duly authenticated evidence of
their authority as shall be produced, and may be required to
be deposited and remain with the Corporation of its duly
authorized transfer agent. No transfer shall be made unless
and until the certificate issued to the transferor shall be
delivered to the Corporation, or its duly authorized
transfer agent, properly endorsed.
Section 3. Any person desiring a certificate for shares
of the capital stock of the Corporation to be issued in lieu
of one lost or destroyed shall make an affidavit or
affirmation setting forth the loss or destruction of such
stock certificate, and shall advertise such loss or
destruction in such manner as the Board of Directors may
require, and shall, if the Board of Directors shall so
require, give the Corporation a bond of indemnity, in such
form and with such security as may be satisfactory to the
Board, indemnifying the Corporation against any loss that
may result upon the issuance of a new stock certificate.
Upon receipt of such affidavit and proof of publication of
the advertisement of such loss or destruction, and the bond,
if any, required by the Board of Directors, a new stock
certificate may be issued of the same tenor and for the same
number of shares as the one alleged to have been lost or
destroyed.
Section 4. The Corporation shall be entitled to treat
the holder of record of any share or shares of its capital
stock as the owner thereof, and accordingly, shall not be
bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other
person, whether or not the Corporation shall have express or
other notice thereof, except as otherwise provided by the
laws of the Commonwealth of Pennsylvania.
ARTICLE III
MEETINGS OF STOCKHOLDERS
Section 1. The annual meeting of the stockholders of the
Corporation for the election of directors and for the
transaction of general business shall be held at the
principal office of the Corporation, or at such other place
within or without the State of Pennsylvania as the Board of
Directors may specify in the notice of the meeting, on the
second Tuesday in September at 7:00 P.M. of each year,
unless that day shall be duly designated as a legal holiday,
in which event the annual meeting of the stockholders shall
be held on the first day following which is not a holiday.
A notice of any change in the place of the annual meeting
shall be given to each stockholder twenty days before the
meeting is held.
Section 2. Special meeting of the stockholders may be
called at any time by the President, and shall be called at
any time by the President, or by the Secretary, upon the
written request of a majority of the members of the Board of
Directors, or upon the written request of the holders of a
majority of the shares of the capital stock of the
Corporation issued and outstanding and entitled to vote at
such meeting. Upon receipt of a written request from any
person or persons entitled to call a special meeting, which
shall state the object of the meeting, it shall be the duty
of the President; or, in his absence, the Secretary, to call
such meeting to be held not less than ten days nor more than
sixty days after the receipt of such request. Special
meetings of the stockholders shall be held at the principal
office of the Corporation, or at such other place within or
without the State of Pennsylvania as the Board of Directors
may from time to time direct, or at such place within or
without the State of Pennsylvania as shall be specified in
the notice of such meeting.
Section 3. Notice of the time and place of the annual or
any special meeting of the stockholders shall be given to
each stockholder entitled to notice of such meeting at least
ten days prior to the date of such meeting. In the case of
special meetings of the stockholders, the notice shall
specify the object or objects of such meeting, and no
business shall be transacted at such meeting other than that
mentioned in the call.
Section 4. The Board of Directors may close the stock
transfer books of the Corporation for a period not exceeding
sixty days preceding the date of any meeting of
stockholders, or the date for payment of any dividends, or
the date for the allotment of rights, or the date when any
change or conversion or exchange of capital stock shall go
into effect, or for a period of not exceeding sixty days in
connection with the obtaining of the consent of stockholders
for any purpose; provided, however, that in lieu of closing
the stock transfer books as aforesaid, the Board of
Directors may fix in advance a date, not exceeding sixty
days preceding the date of any meeting of stockholders, or
the date for the payment of any dividend, or the date for
the allotment of rights, or the date when any change or
conversion or exchange of capital stock shall go into
effect, or a date in connection with obtaining such consent,
as a record date for the determination of the stockholders
entitled to notice of, and to vote at, such meeting and any
adjournment thereof, or to receive payment of such dividend,
or to receive such allotment of rights, or to exercise such
rights, or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of
the Corporation after any such record date as aforesaid.
Section 5. At least ten days before every election of
directors of the Corporation, the Secretary shall prepare
and file in the office where the election is to be held a
complete list of the stockholders entitled to vote at the
ensuing election, arranged in alphabetical order, with the
residence of each stockholder and the number of voting
shares held by him, and such list shall at all times, during
the usual hours for business and during the whole time of
said election, be open to the examination of any
stockholder.
Section 6. At all meetings of the stockholders a quorum
shall consist of the persons representing a majority of the
outstanding shares of the capital stock of the Corporation
entitled to vote at such meeting. In the absence of a
quorum no business shall be transacted except that the
stockholders present in person or by proxy and entitled to
vote at such meeting shall have power to adjourn the meeting
from time to time without notice other than announcement at
the meeting until a quorum shall be present. At any such
adjourned meeting at which a quorum shall be present any
business may be transacted which might have been transacted
at the meeting on the date specified in the original notice.
If a quorum is present at any meeting the holders of the
majority of the shares of the Corporation issued and
outstanding and entitled to vote at the meeting who shall be
present in person or by proxy at the meeting shall have the
power to act upon all matters properly before the meeting,
and shall also have the power to adjourn the meeting to any
specific time or times, and no notice of any such adjourned
meeting need be given to stockholders absent or otherwise.
Section 7. At all meetings of the stockholders the
following order of business shall be substantially observed,
as far as it is consistent with the purpose of the meeting:
Election of Directors
Ratification of Selection of Auditors
New Business
Section 8. At any meeting of the stockholders of the
Corporation every stockholder having the right to vote shall
be entitled, in person or by proxy appointed by an
instrument in writing subscribed by such stockholder and
bearing a date not more than three years prior to said
meeting unless such instrument provides for a longer period,
to one vote for each share of stock having voting power
registered in his name on the books of the Corporation.
ARTICLE IV
DIRECTORS
Section 1. The Board of Directors shall consist of not
less than three nor more that twelve members, who may be any
persons, whether or not they hold any shares of the capital
stock of the Corporation.
Section 2. The directors shall be elected annually by
the stockholders of the Corporation at their annual meeting,
and shall hold office for the term of one year and until
their successors shall be duly elected and shall qualify.
Section 3. The Board of Directors shall have the control
and management of the business of the Corporation, and in
addition to the powers and authority by these By-Laws
expressly conferred upon them, may, subject to the
provisions of the laws of the Commonwealth of Pennsylvania
and of the Certificate of Incorporation, exercise all such
powers of the Corporation and do all such acts and things as
are not required by law or by the Certificate of
Incorporation to be exercised or done by the stockholders.
Section 4. If the office of any director becomes or is
vacant by reason of death, resignation, removal,
disqualification or otherwise, the remaining directors may
by vote of a majority of said directors choose a successor
or successors who shall hold office for the unexpired term;
provided that vacancies of the Board of Directors may be so
filled only if, after the filling of the same, at least two-
thirds of the directors then holding office would be
directors elected to such office by the stockholders at a
meeting or meetings called for the purpose. In the event
that at any time less than a majority of the directors were
so elected by the stockholders, a special meeting of the
stockholders shall be held as promptly as possible and in
any event within sixty days for the purpose of electing
directors to fill any vacancy which has not been filled by
the directors in office. Any other vacancies in the Board
of Directors not filled by the directors may also be filled
for an unexpired term by the stockholders at a meeting
called for that purpose.
Section 5. The Board of Directors shall have power to
appoint, and at its discretion to remove or suspend, any
officer, officers, managers, superintendents, subordinates,
assistants, clerks, agents and employees, permanently or
temporarily, as the Board may think fit, and to determine
their duties and to fix, and from time to time change, their
salaries or emoluments, and to require security in such
instances and in such amounts as it may deem proper. No
contract of employment for services to be rendered to the
Corporation shall be of longer duration than two weeks,
unless such contract of employment shall be in writing,
signed by the officers of the Corporation and approved by
the Board of Directors.
Section 6. In case of the absence of an officer of the
Corporation, or for any other reason which may seem
sufficient to the Board of Directors, the Board may delegate
his powers and duties for the time being to any other
officer of the Corporation of to any director.
Section 7. The Board of Directors may, by resolution or
resolutions passed by a majority of the whole Board,
designate one or more committees, which to the extent
provided in such resolution or resolutions, shall have and
may exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation,
and may have power to authorize the seal of the Corporation
to be affixed to all papers which may require it. Such
committee or committees shall have such name or names as may
be determined from time to time by resolution adopted by the
Board of Directors. Any such committee shall keep regular
minutes of its proceedings, and shall report the same to the
Board when required.
Section 8. The Board of Directors may hold their
meetings and keep the books of the Corporation, except the
original or duplicate stock ledger, outside of the State of
Pennsylvania at such place or places as they may from time
to time determine.
Section 9. The Board of Directors shall present at each
annual meeting of the shareholders, and, when called for by
vote of the stockholders, at any special meeting of the
stockholders, a full and clear statement of the business and
condition of the Corporation.
ARTICLE V
DIRECTORS' MEETINGS
Section 1. Regular meetings of the Board of Directors
shall be held without notice at such times and places as may
be free from time to time prescribed by the Board.
Section 2. Special meetings of the Board of Directors
may be called at any time by the President, and shall be
called by the President upon the written request of a
majority of the members of the Board of Directors. Unless
notice is waived by all the members of the Board of
Directors, notice of any special meeting shall be sent to
each director at least twenty-four hours prior to the date
of such meeting, and such notice shall state the time, place
and object or objects of such special meeting.
Section 3. Three members of the Board of Directors shall
constitute a quorum for the transaction of business at any
meeting. The act of a majority of the directors present at
any meeting where there is a quorum shall be the act of the
Board of Directors, except as may be otherwise specifically
provided by statute of by the Certificate of Incorporation
or by these By-Laws.
Section 4. The order of business at meetings of the
Board of Directors shall be prescribed from time to time by
the Board.
ARTICLE VI
OFFICERS AND AGENTS
Section 1. At the first meeting of the Board of
Directors after the election of directors in each year the
Board shall elect a President, a Secretary, and a Treasurer,
and may elect or appoint one or more Vice Presidents,
Assistant Secretaries, Assistant Treasurers, and such other
officers and agents as the Board my deem necessary and as
the business of the Corporation may require.
Section 2. The President and the Chairman of the Board
shall be elected from the membership of the Board of
Directors, but other officers need not be members of the
Board of Directors. Any two or more offices may be held by
the same person except the President. All officers of the
Corporation shall serve for one year and until their
successors shall have been duly elected and shall have
qualified; provided, however, that any officer may be
removed at any time, either with or without cause, by action
of the Board of Directors.
Section 3. The salaries of all officers and agents of
the Corporation shall be fixed by the Board of Directors.
ARTICLE VIII
DUTIES OF OFFICERS
PRESIDENT
Section 1. The President shall be the chief executive
officer and head of the Corporation, and in the recess of
the Board of Directors shall have the general control and
management of its business and affairs, subject, however, to
the regulations of the Board of Directors. He shall preside
at all meetings of the stockholders and shall be a member ex
officio of all standing committees.
Section 2. The President shall call all special or other
meetings of the stockholders and Board of Directors.
In case the President shall at any time neglect or refuse to
call a special meeting of the stock when requested so to do
by a majority of the stockholders of the Corporation, and as
is elsewhere in these By-Laws provided, then and in such
case, such special meeting shall be called by the Secretary,
or in the event of his neglect or refusal to call such
meeting, may be called by a majority of the stock of the
Corporation, who desire such special meeting, as the case
may be, upon notice as herinbefore provided.
In case the President shall at any time neglect or refuse to
call a special meeting of the Board of Directors when
requested to do so by a majority of the Directors, as is
elsewhere in these By-Laws provided, then and in such case,
such special meeting may be called by the majority of the
directors desiring such special meeting, upon notice as
hereinbefore provided.
VICE PRESIDENTS
Section 3. In case of the absence of the President, the
Vice President, or, if there be more than one Vice
President, then the Vice Presidents, according to their
seniority, shall preside at the meetings of the
Corporation. In the event of the absence, resignation,
disability or death of the President, such Vice President
shall exercise all the powers and perform all the duties of
the President until the return of the President or until
such disability shall have been removed or until a new
President shall have been elected.
THE SECRETARY AND ASSISTANT SECRETARIES
Section 4. The Secretary shall attend all meetings of
the stockholders and shall record all the proceedings
thereof in a book to be kept for that purpose and he shall
be the custodian of the corporate seal of the Corporation.
In the absence of the Secretary, an Assistant Secretary or
any other person appointed or elected by the Board of
Directors, as is elsewhere in these By-Laws provided, may
exercise the rights and perform the duties of the Secretary.
Section 5. The Assistant Secretary, or, if there be more
than one Assistant Secretary, then the Assistant Secretaries
in the order of their seniority shall, in the absence or
disability of the Secretary, perform the duties and exercise
the powers of the Secretary. Any Assistant Secretary
elected by the Board shall also perform such other duties
and exercise such others powers as the Board of Directors
shall from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 6. The Treasurer shall keep full and correct
accounts of the receipts and expenditures of the Corporation
in books belonging to the Corporation, and shall deposit all
moneys and valuable effects in the name and to the credit of
the Corporation and in such depositories as may be
designated by the Board of Directors, and shall, if the
Board shall so direct, give bond with sufficient security
and in such amount as may be required by the Board of
Directors for the faithful performance of his duties.
He shall disburse funds of the Corporation as may be ordered
by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and Board
of Directors at the regular meetings of the Board, or
whenever they may require it, an account of all his
transactions as the chief fiscal officer of the Corporation,
and of the financial condition of the Corporation.
Section 7. The Assistant Treasurer, or if there is more
than one Assistant Treasurer, then the Assistant Treasurers
in the order of their seniority, shall, in the absence or
disability of the Treasurer, perform the duties and exercise
the powers of the Treasurer. Any Assistant Treasurer
elected by the Board shall also perform such duties and
exercise such powers as the Board of Directors shall from
time to time prescribe.
ARTICLE VIII
CHECKS, DRAFTS, NOTES, ETC.
Section 1. All checks shall bear the signature of such
person or persons as the Board of Directors may form time to
time direct.
Section 2. All notes and other similar obligations and
acceptances of drafts by the Corporation shall be signed by
such person or persons as the Board of Directors may from
time to time direct.
Section 3. Any officer of the Corporation or any other
employee, as the Board of Directors may from time to time
direct, shall have full power to endorse for deposit all
checks and all negotiable paper drawn payable to his or
their order or to the order of the Corporation.
ARTICLE IX
CORPORATE SEAL
Section 1. The Corporate seal of the Corporation shall
have inscribed thereon the name of the Corporation, the year
of its organization, and the words "Corporate Seal,
Pennsylvania". Such seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced
or otherwise.
ARTICLE X
DIVIDENDS
Section 1. Dividends upon the shares of the capital
stock of the Corporation may, subject to the provisions of
the Certificate of Incorporation, if any, be declared by the
Board of Directors at any regular or special meeting,
pursuant to law. Dividends may be paid in cash, in
property, or in shares of the capital stock of the
Corporation.
Section 2. Before payment of any dividend there may be
set aside out of any funds of the Corporation available for
dividends such sum or sums as the Board of Directors may,
from time to time, in their absolute discretion, think
proper as a reserve fund to meet contingencies, or for
equalizing dividends, or for such other purpose as the Board
of Directors shall deem to be for the best interests of the
Corporation, and the Board of Directors may abolish any such
reserve in the manner in which it was created.
ARTICLE XI
FISCAL YEAR
Section 1. The fiscal year of the Corporation shall
begin January 1 of each year, and end on December 31 of each
year.
ARTICLE XII
NOTICES
Section 1. Whenever under the provisions of these By-
Laws notice is required to be given to any director or
stockholder, it shall not be construed to mean personal
notice, and such notice may be given in writing, by mail, by
depositing the same in the post office or letter box, in a
postpaid sealed wrapper, addressed to such director or
stockholder at such address as shall appear on the books of
the Corporation, to such director or stockholder at the
General Post Office in the Borough of West Chester,
Pennsylvania and such notice shall be deemed to be given at
the time it shall be so deposited in the post office or
letter box. In the case of directors, such notice may also
be given by telephone, telegraph or cable.
Section 2. Any notice required to be given under these
By-Laws may be waived in writing, signed by the person or
persons entitled to such notice, whether before or after the
time stated therein.
Section 3. Each director and officer (and his heirs,
executors, and administrators) shall be indemnified by the
Corporation against reasonable costs and expenses incurred
by him in connection with any action, suit or proceeding to
which he may be made a party by reason of his being or
having been a director or officer of the Corporation, except
in relation to any action, suits or proceedings in which he
has been adjudged liable because of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office. In the absence of an
adjudication which expressly finds that the director or
officer is so liable or which expressly absolves him of
liability for willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in
the conduct of his office, or in the event of a settlement,
each director and officer (and his heirs, executors and
administrators) shall be indemnified by the Corporation
against payments made, including reasonable costs and
expenses, provided that such indemnity shall be conditioned
upon the prior determination by a written opinion of
independent counsel. Amounts paid in settlement shall not
exceed costs, fees and expenses which would have been
reasonably incurred if the action, suit or proceeding had
been litigated to a conclusion. Such a determination by
independent counsel, and the payments of amounts by the
Corporation on the basis thereof shall not prevent a
stockholder from challenging such indemnification by
appropriate legal proceedings on the grounds that the person
indemnified was liable to the Corporation of its security
holders by reason of the conduct as used herein. The
foregoing provisions shall be exclusive of any other rights
of indemnification to which the officers and directors might
otherwise be entitled.
ARTICLE XIII
AMENDMENTS
Section 1. These By-Laws may be amended, altered,
repealed or added to at the annual meeting of the
stockholders of the Corporation or of the Board of
Directors, or at any special meeting of the stockholders or
of the Board of Directors called for that purpose, by the
affirmative vote of the holders of a majority of the shares
of the capital stock of the Corporation then issued and
outstanding and entitled to vote, or by a majority of the
Whole Board of Directors, as the case may be.
ARTICLE XIV
INVESTMENT RESTRICTIONS
The By-Laws of the Fund provide the following fundamental
investment restrictions; the Fund may not, except by the
approval of a majority of the voting securities present at a
duly called meeting, if the holders of more than 50% of the
outstanding voting securities are present or represented by
proxy, or (B) of more than 50% of the outstanding voting
securities, whichever is less:
(a) Act as underwriter for securities of other issuers.
(b) Borrow money or purchase securities on margin, but may
obtain such short term credit as may be necessary for
clearance of purchases and sales of securities for
temporary or emergency purposes in an amount not exceeding
5% of the value of its total assets.
(c) Sell securities short.
(d) Invest in securities of other investment companies
except as part of a merger, consolidation, or purchase of
assets approved by the Fund's shareholders or by purchases
with no more that 10% of the Fund's assets in the open
market involving only customary brokers commissions.
(e) Invest more that 25% of its assets at the time of
purchase in any one industry.
(f) Make investments in commodities, commodity contracts or
real estate although the Fund may purchase and sell
securities of companies which deal in real estate or
interest therein.
(g) Make loans. The purchase of a portion of a readily
marketable issue of publicly distributed bonds, debentures
or other debt securities will not be considered the making
of a loan.
(h) Acquire more than 10% of the securities of any class of
another issuer, treating all preferred securities of an
issuer as a single class and all debt securities as a
single class, or acquire more than 10% of the voting
securities of another issuer.
(i) Invest in companies for the purpose of acquiring
control.
(j) The Fund may not purchase or retain securities of any
issuer if those officers and directors of the Fund or its
Investment Adviser owning individually more than 1/2 of 1%
of any class of security collectively own more than 5% of
such class of securities of such issuer.
(k) Pledge, mortgage or hypothecate any of its assets.
(l) Invest in securities which may be subject to
registration under the Securities Act of 1933 prior to
sale to the public or which are not at the time of
purchase readily salable.
(m) Invest more than 5% of the total Fund assets, taken at
market value at the time of purchase, in securities of
companies with less than three years' continuous
operation, including the operations of any predecessor.
2
Investment Advisory Agreement
Agreement made this 18th day of September, 1995 by and
between Morris Investment Management Services, Inc., having an
office at 113 West Chestnut Street, West Chester, PA 19380,
(the "Investment Manager") and Manor Investment Funds, Inc.,
(the "Client").
The Client hereby retains the Investment Manager upon the
terms and conditions set forth, and the Investment Manager
hereby accepts said retention and agrees to perform the
services herein mentioned upon said terms and conditions.
MANAGEMENT SERVICES
The Fund hereby employs the Investment Advisor, for the
period set forth in heading "DURATION" hereof, and on the
terms set forth herein, to render investment advisory services
to the Fund, subject to the supervision and direction of the
Board of Directors of the Fund. The Investment Advisor hereby
accepts such employment and agrees, during such period, to
render the services and assume the obligations herein set
forth, for the compensation provided. The Investment Advisor
shall, for all purposes herein, be deemed to be an independent
contractor, and shall, unless otherwise expressly provided and
authorized, have no authority to act for or represent the Fund
in any way, or in any way be deemed an agent of the Fund.
COMPENSATION OF INVESTMENT MANAGER
As compensation for the services to be rendered to the
Fund by the Investment Advisor under the provisions of this
Agreement, the Fund shall pay to the Investment Advisor
monthly a fee equal to one-twelfth of one per cent per month,
(the equivalent of 1% per annum) of the daily average net
assets of the Fund during the month. The first payment of fee
hereunder shall be prorated on a daily basis from the date
this Agreement takes effect. The Investment Advisor will
forgo all or a portion of its fees in order to hold the total
expenses of the Fund to no more than 1.5% of averaged assets.
CONFIDENTIAL RELATIONSHIP
All information and recommendations furnished by either
party to the other shall at all times be treated in strictest
confidence and shall not be disclosed to third persons except
as may be required by law or except upon prior written
approval of the other party to this agreement.
REGISTRATION OF INVESTMENT MANAGER
Investment manager is a registered Investment Advisor
under the Investment Advisors Act of 1940. The Manager shall
not be considered a Trustee of any plan, and shall not have
any other responsibilities for supervision, administration or
operation of any plan or plan assets not assigned to the
Investment Manager.
NON-EXCLUSIVE CONTRACT
It is understood that the Investment Manager renders
investment advisory service for other clients. Nothing in
this agreement shall be deemed to impose upon the Investment
Manager any obligation to purchase or sell or to recommend for
purchase or sale, by or for the Client, any security or other
property which the principals, employees, or affiliates of the
Investment Manager may purchase or sell for their own accounts
or which the Investment Manager may purchase or sell for other
clients.
INTERESTED PERSONS
It is understood and agreed that directors, officers,
employees, agents, and shareholders of the Fund may be
interested in the Investment Advisor as directors, officers,
employees, agents and shareholders, and that directors,
officers, employees, agents and shareholders or otherwise, and
that the Investment Advisor, itself, may be interested in the
Fund as a shareholder or otherwise. Specifically, it is
understood and agreed that directors, officers, employees,
agents and shareholders of the Investment Advisor may continue
as directors, officers, employees, agents, and shareholders of
the Fund; that the Investment Advisor, its directors,
officers, employees, agents and shareholders may engage in
other business, may render investment advisory services to
other investment companies, or to any other corporation,
association, firm or individual, any render underwriting
services to the Fund, or to any other investment company,
corporation, association, firm or individual. The Fund shall
bear expenses and salaries necessary and incidental to the
conduct of its business, including but not in limitation of
the foregoing, the costs incurred in the maintenance of its
own books, records, and procedures; dealing with its own
shareholders; the payment of dividends; transfers of stock
(including issuance and redemption of shares); reports and
notices to shareholders; expenses; and brokerage commissions,
custodian fees, legal and accounting fees, taxes and Federal
registration fees. Officers, employees and agents of the
Investment Advisor who are, or may in the future be, directors
and/or senior officers of the Fund shall receive no
remuneration from the Fund for acting in such capacities for
the Fund.
In the conduct of the respective businesses of the
parties hereto and in the performance of this agreement, the
fund and Investment Advisor may share common facilities and
personnel common to each other, with appropriate proration of
expenses.
ASSIGNMENT
This agreement may not be assigned by either party
without written consent of the other.
LIABILITY/STANDARD OF CARE
The Client agrees that the Investment Manager shall not
be liable for any errors of judgment with respect to its
investment decisions, provided it acts in good faith and has
not acted with willful or reckless misconduct nor violated any
applicable law.
ENTIRE AGREEMENT
The Agreement and undertakings set forth herein
constitute the entire agreement between the parties hereto
with respect to the investment and management of the Client's
account. No provision of this agreement may be waived,
altered, or amended except by written agreement between the
parties, executed by the Client and accepted by the Investment
Manager.
DURATION
This agreement shall continue in effect until September
15, 1996, and, thereafter, only so long as such continuance is
approved at least annually by a votes of the majority of the
Fund's Board of Directors, cast in person at a meeting called
for the purpose of voting on such approval, who are not
parties to such agreement or interested persons of any such
party.
This agreement may be terminated at any time upon 60
days' prior written notice, without the payment of any
penalty, by the Fund's Board of Directors or by vote of a
majority of the outstanding voting securities of the Fund.
CONSTRUCTION
Headings used in this Agreement are for convenience only
and shall not affect the construction or interpretation of any
of its provisions. Each of the provisions of this Agreement
is severable, and the invalidity or inapplicability of one or
more provisions in whole or in part, shall not affect any
other provisions. This Agreement shall be constructed and
interpreted under the laws of the Commonwealth of
Pennsylvania, without regard to principles of conflicts of
laws.
IN WITNESS WHEREOF the parties hereto have executed this
Agreement the day and year first above written.
Manor Investment Funds, Inc.
Morris Investment Management Services, Inc.
By: ____________________________________
By:___________________________________
President
President
Attest: _________________________________ Attest:
________________________________
EXHIBIT 7
The Fund reimburses officers and directors not affiliated with
the Investment Advisor to compensate for travel expenses
associated with performance of their Fund duties.
The Fund does not now, and has no plans to, compensate
officers and directors who are affiliated with the Investment
Advisor except indirectly through payment of the management
fee.
Custody Agreement
Agreement made this 22nd day of September, 1995, by and
between Manor Investment Funds, Inc. Daniel A. Morris,
President, hereinafter referred to as the "Customer" and THE
FIRST NATIONAL BANK OF WEST CHESTER (hereinafter referred to
as "FNB").
As custodian, FNB agrees to the following:
1. Provide safekeeping of securities.
2. Register securities in the name of our Nominee and
interchange coupon and registered bonds.
3. Vote, at customer's direction, routine proxies.
4. Buy, sell, receive or deliver securities at
customers's direction.
5. Notify customer of calls, maturities, redemptions,
retirements, tender and conversion privileges and subscription
rights as they come to our attention. It is agreed that with
respect to securities for which adequate information of this
type is not readily available, our responsibility in relation
thereto is limited to safekeeping.
6. Make transfers from either income or principal, in
custody account, to cover any overdrafts resulting form
following my instructions or to charge the Bank's
compensation.
7. Collect income payable to customer form customer's
securities.
8. Remit income periodically by:
a) X depositing it in customer's checking
account at FNB.
b) sending check to customer.
c) ____________________________
9. FNB shall send monthly statements of income and
principal cash receipts and disbursements including
transactions of a noncash nature. FNB shall also provide a
list of securities in customer's accounts, including market
values. Tax costs, book or carrying values will be reported
if provided customer.
10. FNB shall be compensated for the performance of its
obligations hereunder in accordance with its standard rated in
effect from time to time, payable monthly.
11. This agreement may be modified by mutual consent, in
writing, and may be terminated at the option of either party.
12. This agreement shall be construed in accordance with
the laws of the Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, and intending to be legally bound hereby,
the parties have hereunto set their hands and seals this 22nd
day of September, 1995.
Daniel A. Morris, President
Manor Investment Funds, Inc.
THE FIRST NATIONAL BANK OF WEST CHESTER
EXHIBIT 10
Manor Investment Funds, Inc.
113 West Chestnut Street
West Chester, PA 19087
Gentlemen:
We have been asked to provide this opinion in connection
with the registration under the Securities Act of 1933
("Securities Act") of 10,000,000 shares of the common capital
stock (par value .001 per share) of MANOR INVESTMENT FUNDS,
INC. ("Fund").
We have examined the Articles of Incorporation of the
Fund; the By-Laws of the Fund; various pertinent corporate
proceedings; and such other items considered to be material to
determine the legality of the sale of the authorized but
unissued shares of the Fund's common capital stock. With
respect to the good standing with the Commonwealth of
Pennsylvania, its state of incorporation, and that all taxes
due have been paid.
Based upon the foregoing, it is our opinion that upon
effectiveness of the Initial Registration Securities Act
Registration Statement of the Fund filed pursuant to the
provisions of Section 24(e) of the Investment Company Act of
1940 to register 1,500,000 shares of the Fund's common capital
stock (.001 per share par value) and during such time as such
Registration Statement is in effect, the Fund will be
authorized to solicit and cause to be solicited share purchase
orders and to issue its shares for a cash consideration, as
described in the Fund's currently effective Prospectus and
Statement of Additional Information, which shares so issued
will be validly issued, fully paid and non-assessable shares.
We offer no opinion with respect to the offer and sale of
the Fund's securities under the securities laws of the several
states, the District of Columbia, any territory of the United
States or of any foreign country.
We consent to the inclusion of this opinion as an exhibit
to the Securities Act Registration Statement of the Fund and
to the reference in the Fund's Prospectus and /or Statement of
Additional Information to the fact that this opinion
concerning the legality of the issue on behalf of the Fund, as
issuer, has been rendered by us.
Very truly yours,
Laverty, Nilsen & Reed
by ______________________________
Bruce W. Laverty, Esquire
BWL:dam
