September 3, 1998
Mr. Joseph J.Harrington
1011 New Hope Street, Apt 77A
Norristown, PA 19401
Dear Joe:
I enclose the proxy notice and materials relating to the
annual shareholders' meeting of the Manor Fund. Please sign
and return the enclosed proxy if you do not plan to attend
the meeting. The proxy includes proposals to re-elect your
Board of Directors, to ratify the Fund auditor, and to ratify
an amendment to the Investment Policies of the Fund. Your
Board of Directors recommends that you vote FOR these
proposals.
Recent Market Activity
The recent stock market decline has been reported in
detail in the news media. From a peak in the Dow Jones
Industrial average of 9,337 in July to a low of 7,400 during
the day on August 31, the decline measured 20.75%. The final
stages of the decline occurred on sharp downward moves
combined with very high trading activity. These
characteristics generally define near-term market bottoms.
Since the bottom of 7,400, the market has recovered, to
close as high as 7,827. Going forward, I expect that the
market will continue to trade in the range of 7,400 to 7,900,
with sharp inter-day swings. I expect that the Fed will
gradually reduce interest rates during the next several
months in response to global events. This should help to
stabilize the markets, setting the stage for further
improvement if our economy and corporate profits continue to
grow.
I urge you to maintain your long-term perspective and
remain invested despite this period of uncertainty.
If you have any questions, please do not hesitate to
contact me.
Sincerely,
Daniel A. Morris
President
enclosures
PROXY for MANOR INVESTMENT FUNDS, INC.
ANNUAL MEETING OF SHAREHOLDERS -- OCTOBER 27,1998
The annual meeting of MANOR INVESTMENT FUNDS, INC. will be held on
October 27, 1998 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 meeting, and all
adjournments thereof, with all powers the undersigned would
possess if personally present. 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
WITHHOLD ALL NOMINEES
To withhold authority for specific nominees, strike a line
through their 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, 1998.
FOR AGAINST ABSTAIN
3. Proposed amendment to the Investment Policies of the Fund.
"The Fund may also invest in securities traded on the New
York Stock Exchange that track the value of an underlying basket
of securities such as the S&P 500 or the S&P Mid-Cap index."
FOR AGAINST ABSTAIN
Please mark, date, sign & return the proxy promptly in the
enclosed envelope. For joint registrations, both parties should
sign.
Shareholder Signature Dated Shareholder signature Dated
Daniel A. Morris
304 Albermarle Grove
West Chester, PA 19380 Acct #:
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 3, 1998.
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, 1998, the date of record,
there were 162,225.181 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.
Fund Director Shares Held % of
Name & Age Office Since Principal Occupation as of8/31/98 class
Daniel A. Morris President* 1995 President 19,414.234 (1) 12.0%
Age: 44 Morris Capital Advisors, Inc.
Bruce Laverty Secretary* 1995 Partner 3,410.782 (2) 2.1%
Age: 37 Laverty, Nilsen & Reed
Edward Erlichman 1995 President
Age: 43 Kara Aerospace
Richard Kund 1995 Dir. of New Business Dev 136.143 0.1%
Age: 41 Professional Detailing,Inc.
James McFadden 1995 VP Credit Admin. 918.569 (3) 0.6%
Age: 51 MBNA Corp.
Fred Myers 1995 Certified Public Acc. 8,405.58 (4) 5.2%
Age: 46 Myers & Associates
Alan Weintraub 1995 Systems Consultant
Age: 42 CSC, Inc.
* 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, &
her IRA.
(2) Includes shares held in joint tenancy with his wife,
Kimberly, & her IRA.
(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,
and in his corporate profit sharing plan.
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 1997 the officers and directors as a group attended 62.9% 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 32,285.298
shares, 19.9% 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 1997 the Fund paid total brokerage commissions
of $3,044.30 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 1998. 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.
PROPOSED AMENDMENT TO THE INVESTMENT
POLICIES OF THE FUND
The Board of Directors has approved an amendment to the Investment
Policies of the Fund to allow the Fund to invest in securities
traded on the New York Stock Exchange that track the value of an
underlying basket of securities such as the S&P 500 or the S&P Mid
Cap index. This change should provide the Fund investment manager
to more efficiently manage cash flows into and out of the Fund.
The Board of Directors recommends voting FOR this proposal.
SHAREHOLDER PROPOSALS
The Fund expects to hold its next annual meeting in October 1999.
Shareholder proposals may be presented at that meeting provided
they are received by the Fund not later than January 4, 1999 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.
