UNITED STATES | |||
SECURITIES AND EXCHANGE COMMISSION | |||
Washington, D.C. 20549 | |||
SCHEDULE 14A | |||
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 | |||
Filed by the Registrant | |||
Filed by a Party other than the Registrant | |||
Check the appropriate box: | |||
| Preliminary Proxy Statement | ||
| Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||
| Definitive Proxy Statement | ||
| Definitive Additional Materials | ||
| Soliciting Material Pursuant to §240.14a-12 | ||
HOMESTEAD FUNDS, INC. | |||
(Name of Registrant as Specified In Its Charter) | |||
Payment of Filing Fee (Check the appropriate box): | |||
| No fee required. | ||
| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | ||
(1) | Title of each class of securities to which transaction applies: | ||
(2) | Aggregate number of securities to which transaction applies: | ||
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | ||
(4) | Proposed maximum aggregate value of transaction: | ||
(5) | Total fee paid: | ||
| Fee paid previously with preliminary materials. | ||
| Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | ||
(1) | Amount Previously Paid: | ||
(2) | Form, Schedule or Registration Statement No.: | ||
(3) | Filing Party: | ||
(4) | Date Filed: | ||
Daily Income Fund | Short-Term Government Securities Fund |
Short-Term Bond Fund | Stock Index Fund |
Value Fund | Growth Fund |
Small-Company Stock Fund | International Equity Fund |
● | Shareholders of all of the Funds will be asked to elect four Directors to the Company's Board of Directors (the "Board"); and |
● | Shareholders of the Funds will be asked to approve a proposal to authorize RE Advisers Corporation and the Company to enter into and materially amend certain investment sub-advisory agreements, with the approval of the Board, but without obtaining additional shareholder approval. |
The Board has unanimously approved each proposal and recommends that you vote "FOR" each proposal as described in the proxy statement.
Sincerely yours, | ||
Mark D. Santero | ||
President, Chief Executive Officer and Director Homestead Funds, Inc. |
Daily Income Fund | Short-Term Government Securities Fund |
Short-Term Bond Fund | Stock Index Fund |
Value Fund | Growth Fund |
Small-Company Stock Fund | International Equity Fund |
TO BE HELD ON June 27, 2019
1. | To elect Julie H. Dellinger, Judith H. McKinney, Mark D. Santero, and Peter J. Tonetti to serve as Directors of the Company. |
2. | To authorize RE Advisers Corporation and the Company to enter into and materially amend certain investment sub-advisory agreements, with the approval of the Board of Directors, but without obtaining additional shareholder approval. |
3. | To transact such other business as may properly come before the Meeting and any adjournment(s) or postponement(s) thereof. |
With respect to Proposal 1, shareholders of all of the Funds will vote together as a single class. With respect to Proposal 2, shareholders of each Fund will vote separately as a single class.
By Order of the Board of Directors | |
Mark D. Santero | |
President, Chief Executive Officer and Director Homestead Funds, Inc. |
Daily Income Fund | Short-Term Government Securities Fund |
Short-Term Bond Fund | Stock Index Fund |
Value Fund | Growth Fund |
Small-Company Stock Fund | International Equity Fund |
Proposal | Description of Proposal | Funds Entitled to Vote |
Proposal 1 | To elect Julie H. Dellinger, Judith H. McKinney, Mark D. Santero, and Peter J. Tonetti to serve as Directors of the Company. | All Funds |
Proposal 2 | To authorize the Adviser and the Company to enter into and materially amend certain investment sub-advisory agreements, with the approval of the Board, but without obtaining additional shareholder approval. | All Funds |
Proposal 3 | To transact such other business as may properly come before the Meeting and any adjournment(s) or postponement(s) thereof. | All Funds |
Name and Date of Birth | Position(s) Held with the Company | Term of Office and Length of Time Served | Principal Occupation(s) During Past Five Years | Number of Funds Overseen/to be Overseen by Director Nominee | Other Directorships Held by Director Nominee |
Julie H. Dellinger 10/4/1953 | Director Nominee | Westminster Investment Consultants, CEO (2017-present); Managing Vice President of Investments, ICMA-RC and Manager, Vantagepoint Investment Advisers, LLC (1998-2017). | 9 | None | |
Judith H. McKinney 7/10/1950 | Director Nominee | Executive Vice President and Manager, Callan LLC (2007-2019). | 9 | None | |
Peter J. Tonetti 2/11/1953 | Director, Member of Audit Committee, Member of Compensation Committee | 2010–Present | Retired (2015-present); Chief Investment Officer, Hamilton College (2008-2015); prior thereto, Senior Director, Pension Finance and Investments at Philips Electrics North America Corporation (electronics manufacturer) (1988-2008). | 9 | None |
Name and Date of Birth | Position(s) Held with the Company | Term of Office and Length of Time Served | Principal Occupation(s) During Past Five Years and Other Directorships Held by Director Nominee | Number of Funds Overseen by Director Nominee | Other Directorships Held by Director Nominee |
Mark D. Santero 5/29/611 | Director, President and Chief Executive Officer | 2018–Present | RE Advisers Corporation, President, Chief Executive Officer and Director (2018-present); Chief Executive Officer, The Dreyfus Corporation (2016-2017); Chief Operating Officer, BNY Mellon Investment Management (2014-2016); OppenheimerFunds Distributor, Inc., Managing Director and Head of Private Client and Trust Banking Group (2014) and Head of Distribution Operations (2010-2013). | 9 | N/A |
1 | Mr. Santero is a Director who is an "interested person" of the Company within the meaning of Section 2(a)(19) of the 1940 Act due to his affiliation with the Adviser and its affiliates. |
Ownership of Securities
NAME OF DIRECTOR NOMINEE | DOLLAR RANGE OF EQUITY SECURITIES IN THE FUNDS | AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN ALL FUNDS OVERSEEN BY DIRECTOR NOMINEE IN FAMILY OF INVESTMENT COMPANIES1 |
Julie H. Dellinger | None | None |
Judith H. McKinney | None | None |
Peter J. Tonetti | Short-Term Bond Fund $10,001 - $50,000 | $10,001 - $50,000 |
NAME OF DIRECTOR NOMINEE | DOLLAR RANGE OF EQUITY SECURITIES IN THE FUND | AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN ALL FUNDS OVERSEEN BY DIRECTOR NOMINEE IN FAMILY OF INVESTMENT COMPANIES1 |
Mark D. Santero | Short-Term Bond Fund Over $100,000 Small-Company Stock Fund $50,001 - $100,000 Value Fund Over $100,000 | Over $100,000 |
1 | Family of Investment Companies includes Homestead Funds Trust, another investment company managed by the Adviser. |
Independent Board Chair | $83,000 |
Audit Committee Chair | $72,000 |
Compensation Committee Chair | $72,000 |
Non-chair Disinterested Director | $67,000 |
Per Meeting Fee | |
Regular or Special Board Meeting | $6,000 |
Audit Committee Meeting | $4,000 |
Compensation Committee Meeting | $1,500 |
Name of Person, Position | Aggregate Compensation from Homestead Funds (Including Voluntary Deferred Compensation)1 | Pension or Retirement Benefits Accrued as Part of Company Expenses | Estimated Annual Benefits Upon Retirement | Total Compensation from Homestead Funds and Fund Complex Paid to Directors2 |
Douglas W. Johnson3 Director and Chairman of the Audit Committee | $121,000 | N/A | N/A | $121,000 |
Kenneth R. Meyer3 Director and Chairman of the Compensation Committee | $114,000 | N/A | N/A | $114,000 |
James F. Perna Director and Chairman of the Board | $131,500 | N/A | N/A | $131,500 |
Name of Person, Position | Aggregate Compensation from Homestead Funds (Including Voluntary Deferred Compensation)1 | Pension or Retirement Benefits Accrued as Part of Company Expenses | Estimated Annual Benefits Upon Retirement | Total Compensation from Homestead Funds and Fund Complex Paid to Directors2 |
Sheldon C. Petersen Director | $116,000 | N/A | N/A | $116,000 |
Mark Rose Director | $109,000 | N/A | N/A | $109,000 |
Peter J. Tonetti Director and Director Nominee | $109,000 | N/A | N/A | $109,000 |
Anthony M. Marinello3 Director | $109,000 | N/A | N/A | $109,000 |
Julie H. Dellinger Director Nominee5 | None | N/A | N/A | None |
Judith H. McKinney Director Nominee6 | None | N/A | N/A | None |
Name of Person, Position | Aggregate Compensation from Homestead Funds (Including Voluntary Deferred Compensation)1 | Pension or Retirement Benefits Accrued as Part of Company Expenses | Estimated Annual Benefits Upon Retirement | Total Compensation from Homestead Funds and Fund Complex Paid to Directors2 |
Mark D. Santero Director and Director Nominee 4 | N/A | N/A | N/A | N/A |
1 | Amounts may be deferred by eligible directors under a nonqualified compensation plan. Deferred amounts accumulate at an earnings rate determined by the total return of one or more Funds as designated by the Directors. |
2 | Payment of compensation to the Directors is allocated to each Fund according to each Fund's assets under management. The Fund Complex includes Homestead Funds Trust, another investment company managed by the Adviser. |
3 | The total amount of deferred compensation accrued by the Funds (plus earnings thereon) through the fiscal year ended December 31, 2018 for participating Directors is as follows: Mr. Johnson ($9,126), Mr. Marinello ($134,979) and Mr. Meyer ($514,578). Amounts deferred and accumulated earnings thereon are not funded and are general unsecured liabilities of the Funds until paid to the directors. |
4 | Mr. Santero was appointed to the Board on June 5, 2018. |
5 | Effective March 1, 2019, the Board of Directors appointed Ms. Dellinger as an advisor to the Board. Ms. Dellinger receives compensation from the Funds for serving as an advisor as set forth under "Compensation of Directors" above. |
6 | Effective March 1, 2019, the Board of Directors appointed Ms. McKinney as an advisor to the Board. Ms. McKinney receives compensation from the Funds for serving as an advisor as set forth under "Compensation of Directors" above. |
Name, Address(1) and Date of Birth | Position(s) Held With the Company | Term of Office and Length of Time Served | Principal Occupation(s) During Past Five Years |
Mark D. Santero 5/29/61 | Director, President and Chief Executive Officer | 2018–Present | RE Advisers Corporation, President, Chief Executive Officer and Director (2018-present); Chief Executive Officer, The Dreyfus Corporation (2016-2017); Chief Operating Officer, BNY Mellon Investment Management (2014-2016); OppenheimerFunds Distributor, Inc., Managing Director and Head of Private Client and Trust Banking Group (2014) and Head of Distribution Operations (2010-2013). |
Danielle C. Sieverling 2/25/71 | Chief Compliance Officer | 2005–Present | Chief Compliance Officer, RE Advisers (2005-present); Vice President, Chief Risk and Compliance Officer, NRECA (2015-present); Chief Compliance Officer, RE Investment Corporation (2017-Present); Secretary, RE Advisers (2017- 2018); Chief Executive Officer and Director, RE Investment Corporation (2017-2018); Director, RE Investment Corporation (2016); Vice President and Director, RE Investment Corporation (2015- 2016); Vice President and Chief Compliance Officer, Management Advisory Services, NRECA (2008-2015); Chief Compliance Officer, RE Investment Corporation (2005- 2014); Executive Director of Management Advisory Services, NRECA (2007-2008). |
Amy M. DiMauro 7/29/71 | Treasurer | 2007–Present | Treasurer and Director, RE Investment Corporation (2006- present); Treasurer and Director, RE Advisers Corporation (2010- present); Senior Director, Finance & Accounting—Mutual Funds, NRECA (2014-present); Treasurer and Director, Electric Cooperative Life Insurance Co. (2013-present); Treasurer and Director, Cooperating Insurance Services Co. (2013-present).Director, Finance & Accounting— Mutual Funds, NRECA (2007- 2014). |
John (Jack) Delaney 12/19/83 | Secretary | 2017–Present | Secretary, RE Advisers (2018-present); Counsel, Securities Compliance, NRECA (2017-present); Senior Counsel, The Rock Creek Group, LP (2014-2017); Associate Attorney, Ruddy Law Office PLLC (2011-2014). |
Name, Address(1) and Date of Birth | Position(s) Held With the Company | Term of Office and Length of Time Served | Principal Occupation(s) During Past Five Years |
Jennifer (Laurie) Webster 9/14/63 | Chief Operations Officer | 2017–Present | President and Director, RE Investment Corporation (2018- present); Chief Operations Officer, RE Investment Corporation (2017- present); Vice President of Operations and Client Services, RE Advisers (2017-present); Chief Operating Officer, Solomon Hess Capital Management (2017-2017); V.P. Investment Operations and Indexing, Calvert Investments (2014-2017); Director Securities Operations, Calvert Investments (2006-2014). |
(1) | The address of each officer is 4301 Wilson Boulevard, Arlington, VA 22203. |
Fund Name | Shares | |
Daily Income Fund | 174,062,511.3090 | |
Short-Term Government Securities Fund | 14,641,163.9500 | |
Short-Term Bond Fund | 107,259,929.6320 | |
Stock Index Fund | 7,022,126.4620 | |
Value Fund | 18,029,802.8850 | |
Growth Fund | 16,279,255.6600 | |
Small-Company Stock Fund | 8,894,635.5220 | |
International Equity Fund | 19,977,816.9860 |
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percentage of Shares | |||||||
RE Advisers Corporation Arlington, VA 22203-1867 | $ | 13,874,273 Corporate account | 7.98% |
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percentage of Shares | |||||||
Pershing, LLC1 Jersey City, NJ 07399-0001 | $ | 100,136,593 Intermediary2 | 10.62% |
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percentage of Shares | |||||||
TD Ameritrade Inc., for the Excusive Benefit of Our Clients1 Omaha, NE 68103-2226 | $ | 12,359,702 Intermediary2 | 5.57% |
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percentage of Shares | |||||||
National Financial Services LLC for the Exclusive Benefit of Our Clients1 Jersey City, NJ 07310-2010 | $ | 71,293,238.04 Intermediary2 | 15.14% | ||||||
TD Ameritrade Inc., for the Exclusive Benefit of Our Clients1 Omaha, NE 68103-2226 | $ | 70,555,068.41 Intermediary2 | 14.99% | ||||||
Pershing, LLC1 Jersey City, NJ 07399-0001 | $ | 68,947,448.15 Intermediary2 | 14.64% | ||||||
Charles Schwab & Co, Inc., for the Exclusive Benefit of Our Customers1 San Francisco, CA 94104-4151 | $ | 67,257,817.31 Intermediary2 | 14.29% |
(1) | The Fund's shares are sold through channels including broker-dealer intermediaries that may establish single, omnibus accounts with the Fund's transfer agent. The beneficial owners of these shares are the individual and other investors who maintain accounts within these broker-dealer intermediaries. |
(2) | As a group, investors through intermediaries control more than 5% of some Funds but there is not any indication that any underlying investor controls more than 5%. |
PROXY TABULATOR P.O. BOX 9112 FARMINGDALE, NY 11735
Consolidated Proxy Card
This form is your EzVote Consolidated Proxy. It reflects all of your accounts registered to the same Social Security or Tax I.D. number at this address. By voting and signing the Consolidated Proxy Card, you are voting all of these accounts in the same manner as indicated on the bottom of the form.
VOTE ON THE INTERNET
1)Read the Proxy Statement and have the proxy card below at hand.
2)Go to the website www.proxyvote.com
3)Follow the instructions provided on the website.
VOTE BY PHONE
1) Read the Proxy Statement and have the proxy card below at hand.
2) Call 1-800-690-6903
3) Follow the instructions.
VOTE BY MAIL
1) Read the Proxy Statement.
2) Check the appropriate boxes on the proxy card below.
3) Sign and date the proxy card.
4) Return the proxy card in the envelope provided.
IF VOTING THE CONSOLIDATED PROXY CARD DO NOT SIGN, DATE OR RETURN THE INDIVIDUAL BALLOTS |
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: |
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E75876-Z74945 | KEEP THIS PORTION FOR YOUR RECORDS |
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| DETACH AND RETURN THIS PORTION ONLY |
The Board of Directors recommends you vote FOR the following | For | Withhold | For All | To withhold authority to vote for any individual | |
proposals: | All | All | Except | nominee(s), mark "For All Except" and write the | |
1. | Election of Directors |
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02)Judith H. McKinney
03)Mark D. Santero
04)Peter J. Tonetti
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| For | Against | Abstain |
2. | To authorize RE Advisers Corporation and Homestead Funds, Inc. ("Homestead Funds") to enter into and materially amend certain investment | | | |
| sub-advisory agreements, with the approval of the Board of Directors, but without obtaining additional shareholder approval. |
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3.To transact such other business as may properly come before the Meeting and any adjournment(s) or postponement(s) thereof.
YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
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Signature [PLEASE SIGN WITHIN BOX] | Date |
| Signature [Joint Owners] | Date |
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting
to be held on June 27, 2019:
The Proxy Statement is available at www.proxyvote.com.
E75877-Z74945
PROXY IN CONNECTION WITH THE SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 27, 2019
The undersigned holder of shares of the Homestead Funds hereby appoints Mark D. Santero, Danielle C. Sieverling, Amy M. DiMauro, John M. Delaney, and Jennifer (Laurie) Webster, and each of them, the attorneys and proxies of the undersigned, with right of submission, to (i) attend the Special Meeting of Shareholders of the Homestead Funds (the "Meeting") to be held at the offices of the Homestead Funds at 4301 Wilson Boulevard, Arlington, Virginia 22203 on June 27, 2019 at 10:00 A.M, and any adjournment(s) or postponement(s) thereof; and (ii) vote all shares of the Homestead Funds as indicated on the reverse side which the undersigned is entitled to vote, at the Meeting or any adjournment(s) or postponement(s) thereof, and on any other matters that may arise in the meeting, or any adjournment(s) or postponement(s) thereof, in accordance with their best judgement and otherwise to represent the undersigned with all powers possessed by the undersigned as if personally present at such Meeting.
The undersigned acknowledges receipt of the Notice of the Special Meeting and the accompanying Proxy Statement dated April 20, 2019. The undersigned hereby revokes any prior proxy given with respect to the Meeting, and ratifies and confirms all that the proxies, or any one of them, may lawfully do.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE HOMESTEAD FUNDS, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSALS.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST "FOR" SUCH PROPOSAL.
Please sign and date the proxy card on the reverse side. Unsigned cards will not be counted.
PROXY IN CONNECTION WITH THE SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 27, 2019
The undersigned holder of shares of the Homestead Funds hereby appoints Mark D. Santero, Danielle C. Sieverling, Amy M. DiMauro, John M. Delaney, and Jennifer (Laurie) Webster, and each of them, the attorneys and proxies of the undersigned, with right of submission, to (i) attend the Special Meeting of Shareholders of the Homestead Funds (the "Meeting") to be held at the offices of the Homestead Funds at 4301 Wilson Boulevard, Arlington, Virginia 22203 on June 27, 2019 at 10:00 A.M, and any adjournment(s) or postponement(s) thereof; and (ii) vote all shares of the Homestead Funds as indicated on the reverse side which the undersigned is entitled to vote, at the Meeting or any adjournment(s) or postponement(s) thereof, and on any other matters that may arise in the meeting, or any adjournment(s) or postponement(s) thereof, in accordance with their best judgement and otherwise to represent the undersigned with all powers possessed by the undersigned as if personally present at such Meeting.
The undersigned acknowledges receipt of the Notice of the Special Meeting and the accompanying Proxy Statement dated April 30, 2019. The undersigned hereby revokes any prior proxy given with respect to the Meeting, and ratifies and confirms all that the proxies, or any one of them, may lawfully do.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE HOMESTEAD FUNDS, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSALS.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST "FOR" SUCH PROPOSAL.
E75878-Z74945
PROXY TABULATOR P.O. BOX 9112 FARMINGDALE, NY 11735
To vote by Internet
1)Read the Proxy Statement and have the proxy card below at hand.
2)Go to website www.proxyvote.com
3)Follow the instructions provided on the website.
To vote by Telephone
1)Read the Proxy Statement and have the proxy card below at hand.
2)Call 1-800-690-6903
3)Follow the instructions.
To vote by Mail
1)Read the Proxy Statement.
2)Check the appropriate boxes on the proxy card below.
3)Sign and date the proxy card.
4)Return the proxy card in the envelope provided.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
E75879-Z74945 | KEEP THIS PORTION FOR YOUR RECORDS |
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| DETACH AND RETURN THIS PORTION ONLY |
The Board of Directors recommends you vote FOR the following proposals:
1.Election of Directors
Nominees:
01)Julie H. Dellinger
02)Judith H. McKinney
03)Mark D. Santero
04)Peter J. Tonetti
For | Withhold | For All | To withhold authority to vote for any individual |
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All | All | Except | nominee(s), mark "For All Except" and write the | ||||
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2. | To authorize RE Advisers Corporation and Homestead Funds, Inc. ("Homestead Funds") to enter into and materially amend certain investment | | | |
| sub-advisory agreements, with the approval of the Board of Directors, but without obtaining additional shareholder approval. |
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3.To transact such other business as may properly come before the Meeting and any adjournment(s) or postponement(s) thereof.
YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
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Signature [PLEASE SIGN WITHIN BOX] | Date |
| Signature [Joint Owners] | Date |
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting
to be held on June 27, 2019:
The Proxy Statement is available at www.proxyvote.com.
E75880-Z74945
PROXY IN CONNECTION WITH THE SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 27, 2019
The undersigned holder of shares of the Homestead Funds hereby appoints Mark D. Santero, Danielle C. Sieverling, Amy M. DiMauro, John M. Delaney, and Jennifer (Laurie) Webster, and each of them, the attorneys and proxies of the undersigned, with right of submission, to (i) attend the Special Meeting of Shareholders of the Homestead Funds (the "Meeting") to be held at the offices of the Homestead Funds at 4301 Wilson Boulevard, Arlington, Virginia 22203 on June 27, 2019 at 10:00 A.M, and any adjournment(s) or postponement(s) thereof; and (ii) vote all shares of the Homestead Funds as indicated on the reverse side which the undersigned is entitled to vote, at the Meeting or any adjournment(s) or postponement(s) thereof, and on any other matters that may arise in the meeting, or any adjournment(s) or postponement(s) thereof, in accordance with their best judgement and otherwise to represent the undersigned with all powers possessed by the undersigned as if personally present at such Meeting.
The undersigned acknowledges receipt of the Notice of the Special Meeting and the accompanying Proxy Statement dated April 30, 2019. The undersigned hereby revokes any prior proxy given with respect to the Meeting, and ratifies and confirms all that the proxies, or any one of them, may lawfully do.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE HOMESTEAD FUNDS, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSALS.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST "FOR" SUCH PROPOSAL.
Please sign and date the proxy card on the reverse side. Unsigned cards will not be counted.