NOTICE OF ANNUAL MEETING
TO BE HELD OCTOBER 21, 1997
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 15 Chester Commons, Malvern, PA 19355 on October 21, 1997
at 7:00 PM for the following purposes:
1) To elect seven (7) 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, 1997.
3) To transact such other business as may properly
come before the meeting or any general
adjournments thereof.
The Board of Directors has fixed the close of business on
August 31, 1997 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, INC.
ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 21, 1997
The annual meeting of MANOR INVESTMENT FUNDS, INC. will be
held on October 21, 1997 at the offices of the Fund at 15
Chester Commons, Malvern, PA 19355 at 7:00 PM. The
undersigned hereby appoints Daniel A. Morris and or Bruce
Laverty as proxies to represent and 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
Alan Weintraub
Richard Kund Edward Erlichman James McFadden
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, 1997.
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, Inc.
15 Chester Commons
Malvern, PA 19355
PROXY STATEMENT
MANOR INVESTMENT FUNDS, INC.
MALVERN, PA 19355
610-722-0900
Enclosed herewith is Notice of an Annual Meeting of Shareholders of Manor
Investment Funds, Inc. (the "Fund"), and a proxy form solicited by the
Board of Directors of the Fund. This proxy material was first mailed on
September 5, 1997.
The proxy may be revoked at any time before it is exercised either by
written notice to the Fund or by submitting another proxy. 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, 1997, the date of record, there were 76,470
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 seven (7) 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, Inc.
Direct Shares % of
Name & Age Fund or Principal Held
Office Since Occupation as of Class
8/31/97
Daniel A. President 1995 President 14,227 (1) 18.6
Morris * Morris Capital %
Age: Advisors, Inc.
42
Bruce Secretary 1995 Partner 8,439 (2) 11.0
Laverty * Laverty, Nilsen %
Age: & Reed
36
Edward 1995 President
Erlichman Kara Aerospace
Age:
41
Richard 1995 Marketing 93 0.1 %
Kund Representative
Age: The Medical
39 Phone Co.
James 1995 VP Credit Admin. 904 (3) 1.2 %
McFadden MBNA Corp.
Age:
49
Fred Myers 1995 Certified Public 3,039 (4) 4.0 %
Age: Accountant
44 Myers &
Associates
Alan 1995 Systems
Weintraub Consultant
Age: CSC, Inc.
40
* Directors of the Fund defined as "interested persons" in the
Investment Company Act of 1940. Mr. Morris is an "interested person" due
to his position with the Fund's Investment Adviser. All other Fund
officers are also "interested persons".
(1) Includes shares held in joint tenancy with his wife, Anne, and her
IRA.
(2) Includes shares held in joint tenancy with his wife, Kimberly, and the
account of his mother.
(3) Includes shares held in his IRA, and the accounts of his wife,
Marguerite.
(4) 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 seven
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
For 1996 the officers and directors as a group attended 52.5% of all board
meetings. 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 26,702 shares,
34.9% 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. For the calendar year
1996 the Fund paid total brokerage commissions of $1,531 to Charles Schwab
& Co. No other brokerage commissions were paid.
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 1998.
Shareholder proposals may be presented at that meeting provided they are
received by the Fund not later than January 4, 1998 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.
