HOMESTEAD FUNDS INC, 485BPOS, 1999-10-28

HOMESTEAD FUNDS INC
485BPOS, 1999-10-28

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<PAGE> 1

Registration Nos. 33-35788
811-06136

As filed with the Securities and Exchange Commission on

October 28, 1999

--------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------

FORM N-1A

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933 / x /

Pre-Effective Amendment No. _____ / /

Post-Effective Amendment No. 17 / x /
-----

and/or
REGISTRATION UNDER THE
INVESTMENT COMPANY ACT OF 1940 / x /

Amendment No. 18 / x /
-----

(Check appropriate box or boxes)

--------------------------------

HOMESTEAD FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)
4301 Wilson Boulevard, Arlington, VA 22203
(Address of Principal Executive Office)

Registrant's Telephone Number, including Area Code:
(703) 907-6026
--------------

William P. McKeithan, Esq.
Homestead Funds ,Inc.
4301 Wilson Boulevard, Arlington, VA 22203
(Name and Address of Agent for Service)

Copies to:

Michael Berenson, Esq.
Jorden Burt Boros Cicchetti Berenson & Johnson LLP
1025 Thomas Jefferson Street, N.W.
Washington, D.C. 20007

Approximate Date of Proposed Public Offering.

It is proposed that this filing will become effective:

immediately upon filing X on October 28, 1999
- ----- pursuant to paragraph (b) ----- pursuant to
paragraph (b)

60 days after filing _____ on ______ pursuant to
- ----- pursuant to paragraph (a)(1) paragraph (a)(1)

_____ 75 days after filing on ______ pursuant to
pursuant to paragraph (a)(2) ----- paragraph (a)(2) of
rule 485

If appropriate, check the following box:
This post-effective amendment designates a new
- ----- effective date for a previously filed post-effective
amendment.

<PAGE> 2
HOMESTEAD
FUNDS

PROSPECTUS

OCTOBER 28, 1999

[HOMESTEAD FUNDS ARTWORK]

DAILY INCOME FUND

SHORT-TERM GOVERNMENT
SECURITIES FUND

SHORT-TERM BOND FUND

STOCK INDEX FUND

VALUE FUND

SMALL COMPANY STOCK FUND

As with all mutual funds, neither the Securities and Exchange Commission nor any
state securities commission has approved or disapproved of these securities. The
Securities and Exchange Commission has not determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.

[HOMESTEAD FUNDS LOGO]

HOMESTEAD FUNDS, INC.
4301 Wilson Boulevard
Arlington, VA 22203
1(800) 258-3030

<PAGE> 3
3

TABLE OF CONTENTS

THE HOMESTEAD FUNDS ARE A FAMILY OF SIX NO-LOAD MUTUAL FUNDS. EACH OF THE FUNDS
HAS A DIFFERENT FINANCIAL OBJECTIVE AND INVOLVES SPECIFIC RISKS. USE THE
INFORMATION IN THIS PROSPECTUS TO DECIDE WHICH FUND IS BEST FOR YOU.

THE FUNDS

Daily Income ......................4
Objective, Strategy, Risks

Short-Term
Government Securities .............6
Objective, Strategy, Risks

Short-Term Bond .................. 8
Objective, Strategy, Risks

Stock Index ......................12
Objective, Strategy, Risks

Value ............................15
Objective, Strategy, Risks

Small Company Stock ..............18
Objective, Strategy, Risks

Performance ......................21

Expenses .........................23

Management .......................24

Distributions and Taxes ..........26

Financial Highlights .............27

YOUR ACCOUNT

How to Buy, Sell and
Exchange Shares ..................32

Conditions of Purchase ...........35

When Transactions
Are Priced .......................35

How Fund Prices
Are Determined ...................36

Stock Certificates ...............36

Signature Guarantees .............37

Minimum Account Size .............37

Excessive Trading ................37

SERVICES

Important Addresses
and Phone Numbers ................38

Hours of Operation ...............38

24-Hour, Automated
Telephone Service ................38

Account Statements ...............38

Fund Reports .....................38

Telephone Transaction
Privileges .......................39

Automatic Investment/
Redemption Plans .................39

Checkwriting .....................40

Retirement Accounts ..............40

ADDITIONAL SOURCES
OF INFORMATION ...................41

Mutual fund shares are not deposits or obligations of, or guaranteed by, any
depository institution. Shares are not insured by the Federal Deposit Insurance
Corporation, Federal Reserve Board or any other agency, and are subject to
investment risks, including the possible loss of principal amount invested.

<PAGE> 4

4 THE FUNDS

THE DAILY INCOME FUND SEEKS TO MAINTAIN A STABLE NET ASSET VALUE.

DAILY INCOME FUND

ASSET ALLOCATION
money market

CREDIT RISK
low

EXPECTED DEGREE OF SHARE PRICE VOLATILITY
very low

OBJECTIVE

The Daily Income Fund is managed to earn current income and to maintain a stable
net asset value of $1.00 per share. Since the Fund seeks to provide a high level
of principal safety, it is suitable for investors with short time horizons and
may be appropriate for long-term investors looking to reduce the risk of their
overall portfolio.

The Daily Income Fund's share price is not insured by the Federal Deposit
Insurance Corporation, Federal Reserve Board or any other agency. While the Fund
has maintained a stable share price since its inception, there is no guarantee
it will be able to meet this goal in the future.

STRATEGY

PORTFOLIO COMPOSITION--The Daily Income Fund invests in high-quality, U.S.
dollar-denominated money market securities. Investments can include...

- - short-term obligations of the U.S. Government, its agencies and
instrumentalities (for example, Treasury bills and securities issued by the
Government National Mortgage Association or the Federal National Mortgage
Association, now called Fannie Mae)

- - short-term obligations of banks or savings and loans with total assets in
excess of $1 billion (for example, certificates of deposit, banker's
acceptances and time deposits)

- - short-term corporate obligations with remaining maturities of 13 months or
less (for example, notes and bonds)

- - commercial paper issued by corporations and finance companies

- - repurchase agreements collateralized by the above-mentioned securities

- - U.S. dollar-denominated obligations of foreign issuers.

These securities may have variable-rate demand features. Some types of
securities pose specific risks. See Risks, below, for more information.

CREDIT QUALITY--The Fund invests in short-term debt securities that present
minimal credit risk, and, at the time of investment, are eligible securities.
Eligible securities are those in either of the two highest credit categories for
short-term debt obligations, as rated by any two nationally recognized
statistical rating organizations (NRSRO); or as rated by one NRSRO, if the
security is only rated by one agency; or determined by RE Advisers to be of
comparable investment quality, if the security is unrated. The Fund will invest
at least 95% of assets in eligible securities in the highest credit category.

MATURITY--The Fund will maintain a dollar-weighted average portfolio maturity of
90 days or less. The Fund will only purchase eligible money market securities
maturing in 13 months or less.

RISKS

An investment in the Daily Income Fund is subject to the following general
risks:

- - CREDIT RISK--the chance a bond issuer will not make timely payments of
principal or interest.

<PAGE> 5

THE FUNDS 5

- - INCOME RISK--the chance a decline in interest rates will cause the Fund's
yield to decline.

- - MANAGER RISK--the chance the manager's decisions, particularly security
selection, will cause the Fund to underperform other similar investments.

Some types of securities in which the Fund invests pose specific risks. These
include...

- - REPURCHASE AGREEMENTS--A repurchase agreement is essentially a short-term
loan collateralized by securities. The buyer, in this case the Fund,
purchases securities with an agreement that the seller will buy them back at
a mutually agreed upon price and time. If the seller were to go bankrupt or
default, the Fund could experience costs or delays in liquidating the
security and might incur a loss if the security had declined in value.

- - OTHER MUTUAL FUNDS--The Fund may invest up to 5% of total assets in other
mutual funds. The Fund's return on its investment will reflect the
performance of and operating expenses incurred by the other investment
companies.

The Fund has adopted certain policies to reduce risk. The Fund will not...

- - invest more than 5% of its total assets in any one issuer's securities.

- - purchase more than 10% of the outstanding voting securities of any one
issuer. This restriction applies to 75% of the Fund's total assets and does
not apply to obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities.

- - invest 25% or more of its total assets in securities of companies in the same
industry. This restriction does not apply to obligations issued or guaranteed
by the U.S. Government, its agencies or instrumentalities or to securities
issued by domestic branches of U.S. banks and savings and loans or U.S.
branches of foreign banks that are subject to the same regulations as
domestic banks.

- - borrow more than 10% of its total assets. The Fund will only borrow in order
to facilitate redemption requests that might otherwise require the Fund to
sell securities at a time that would be disadvantageous.

CHANGES TO FUND POLICIES--The Fund's objective and its policies to reduce risk
are fundamental and any change must be approved by shareholders. All other
policies and programs are not fundamental and may be changed by the Board of
Directors without shareholder approval.

<PAGE> 6

6 THE FUNDS

THIS FUND PROVIDES AN EXTRA MEASURE OF CREDIT PROTECTION, AS IT INVESTS
EXCLUSIVELY IN FIXED-INCOME SECURITIES WHOSE PRINCIPAL AND INTEREST PAYMENTS ARE
GUARANTEED BY THE U.S. GOVERNMENT. THE U.S. GOVERNMENT DOES NOT GUARANTEE THE
FUND'S PRICE OR YIELD. THESE WILL FLUCTUATE WITH MARKET CONDITIONS.

SHORT-TERM GOVERNMENT SECURITIES FUND

ASSET ALLOCATION
fixed income

CREDIT RISK
very low

EXPECTED DEGREE OF SHARE PRICE VOLATILITY
low

OBJECTIVE

The Short-Term Government Securities Fund seeks to generate current income while
maintaining a low degree of share price fluctuation. The Fund is designed for
investors who seek a higher level of income than is normally provided by money
market investments and less principal fluctuation than is experienced by longer
term bond funds.

STRATEGY

PORTFOLIO COMPOSITION--The Fund invests at least 65% of its total assets in
short-term, fixed-income securities whose principal and interest payments are
guaranteed by the U.S. Government. Investments can include...

- - U.S. Treasury securities

- - securities issued by U.S. Government agencies and instrumentalities and
guaranteed by the U.S. Government (including mortgage pass-through securities
and collateralized mortgage obligations (CMOs))

- - repurchase agreements collateralized by the above-mentioned securities

- - zero-coupon bonds issued by U.S. Government guaranteed agencies.

Some types of securities, including repurchase agreements, pose specific risks.
See Risks, below, for more information.

CREDIT QUALITY--The Fund will invest only in securities backed by the full faith
and credit of the U.S. Government.

MATURITY--The dollar-weighted average effective maturity of the Fund's portfolio
will not exceed three years. There is no limit on the maturity of the individual
securities in the Fund's portfolio.

RISKS

An investment in the Short-Term Government Securities Fund is subject to the
following general risks:

- - INCOME RISK--the chance a decline in interest rates will cause the Fund's
yield to decline.

- - INTEREST RATE RISK--the chance a rise in interest rates will cause the Fund's
price to decline. The Fund seeks to minimize share price fluctuation by
investing in short-term securities. Prices of short-term securities decline
less in response to a change in rates than those of longer term securities.

- - MANAGER RISK--the chance the manager's decisions, particularly security
selection, will cause the Fund to underperform other similar investments.

<PAGE> 7
THE FUNDS 7

Some types of securities in which the Fund invests pose specific risks. These
include...

- - WHEN-ISSUED SECURITIES--The Fund may purchase securities on a when-issued
basis. In this case, the price of the security is fixed at the time of the
commitment, but delivery and payment may take place up to 90 days later.
There is a risk the value of the security will decline during this period.

- - COLLATERALIZED MORTGAGE OBLIGATIONS (CMOs)--These are debt securities backed
by the principal and interest payments owed on pools of underlying mortgages.
CMOs are separated into multiple classes, each bearing a different stated
maturity and having a different payment stream. The manager's CMO class
selections could increase or decrease the Fund's price sensitivity. In
addition, there is a risk that unscheduled or early repayment of principal
would negatively affect the Fund's return as the Fund could be forced to
reinvest in lower yielding securities.

The Fund has adopted certain policies to reduce risk. The Fund will not...

- - invest more than 5% of its total assets in any one issuer's securities.

<PAGE> 8

8 THE FUNDS

THE FUND'S SHORT MATURITY IS INTENDED TO REDUCE THE EFFECT OF INTEREST RATE
CHANGES ON ITS SHARE PRICE. PRICES OF SHORT-TERM SECURITIES DECLINE LESS IN
RESPONSE TO A RISE IN INTEREST RATES THAN THOSE OF LONGER TERM SECURITIES.

SHORT-TERM
BOND FUND

ASSET ALLOCATION
fixed income

CREDIT RISK
low

EXPECTED DEGREE OF SHARE PRICE VOLATILITY
low

OBJECTIVE

The Short-Term Bond Fund seeks to generate current income while maintaining a
low degree of share price fluctuation. The Fund is designed for investors who
seek a higher level of income than is normally provided by money market
investments and less principal fluctuation than is experienced by longer term
bond funds.

STRATEGY

PORTFOLIO COMPOSITION--The Fund will ordinarily invest at least 65% of its total
assets in short-term debt securities in the three highest credit categories
(AAA, AA and A). Investments can include...

- - corporate debt securities

- - U.S. Treasury securities

- - securities issued by U.S. Government agencies and instrumentalities

- - mortgage pass-through securities issued by Government and non-Government
agencies

- - collateralized mortgage obligations (CMOs)

- - asset-backed securities

- - zero-coupon bonds

- - U.S. dollar-denominated debt securities of foreign issuers.

A portion of the Fund's net assets can be invested in other types of securities.
These can include...

- - debt securities rated BBB by any one nationally recognized statistical rating
organizations (NRSRO) or, if unrated, of comparable credit quality as
determined by RE Advisers, limited to no more than 5% of the Fund's net
assets

- - preferred stocks, American Depository Receipts (ADRs) and investment grade
debt securities (those rated AAA to BBB) convertible into or exchangeable for
common stocks

- - privately-placed securities, limited to no more than 10% of the Fund's net
assets

- - money market securities that meet the Daily Income Fund's high standards for
credit quality. As a defensive or temporary strategy, the Fund may invest in
money market securities without limitation.

These securities may have variable-rate demand features. Some types of
securities pose specific risks. See Risks, below, for more information.

CREDIT QUALITY--The Fund will ordinarily invest at least 65% of its assets in
securities rated within the three highest credit categories (AAA, AA and A), as
determined by a nationally recognized statistical rating organization (NRSRO),
or, if unrated, of comparable credit quality as determined by RE Advisers.

<PAGE> 9
THE FUNDS 9

MATURITY--The dollar-weighted average effective maturity of the Fund's portfolio
will not exceed three years. There is no limit on the maturity of the individual
securities in the Fund's portfolio.

RISKS

An investment in the Short-Term Bond Fund is subject to the following general
risks:

- - CREDIT RISK--the chance a bond issuer will not make timely payments of
principal or interest.

- - INCOME RISK--the chance a decline in interest rates will cause the Fund's
yield to decline.

- - INTEREST RATE RISK--the chance a rise in interest rates will cause the Fund's
price to decline. The Fund seeks to minimize share price fluctuation by
investing in short-term securities.

- - MANAGER RISK--the chance the manager's decisions, particularly security
selection, will cause the Fund to underperform other similar investments.

Some types of securities in which the Fund invests pose specific risks. These
include...

- - U.S. DOLLAR-DENOMINATED SECURITIES OF FOREIGN ISSUERS--These securities may
respond negatively to adverse foreign political or economic developments. In
the case of foreign companies not registered in the U.S., there is generally
less publicly available information regarding the issuer, and foreign
companies are subject to different accounting, auditing and financial
reporting standards. These conditions may have an impact on rating
organizations' and RE Advisers' ability to accurately assess and monitor an
issuer's credit quality.

- - AMERICAN DEPOSITORY RECEIPTS (ADRs)--ADRs are U.S. dollar-denominated
certificates representing shares of stock in a foreign company. ADRs are
traded on domestic stock exchanges or in the U.S. over-the-counter market.
ADRs offer certain advantages over direct ownership in foreign companies.
First, ADRs are easily transferable and quotes are readily available. Second,
issuers are subject to the same auditing, accounting and financial reporting
standards as a U.S.-based company. However, as with other U.S.
dollar-denominated securities of foreign issuers, ADRs may respond negatively
to adverse foreign political or economic developments.

<PAGE> 10

10 THE FUNDS

- - MORTGAGE PASS-THROUGH SECURITIES--These represent a share in the principal
and interest payments made on a pool of underlying mortgages. There is a risk
that unscheduled or early repayment of principal on mortgage pass-through
securities (arising from prepayments of principal due to the sale of the
underlying property, refinancing or foreclosure) would negatively affect the
Fund's return, as the Fund could be forced to reinvest the proceeds in lower
yielding securities. As with other fixed-income securities, when interest
rates rise, the value of mortgage pass-through securities generally declines.
However, when interest rates decline, the value of mortgage pass-through
securities may not increase as much as other fixed-income securities of
comparable maturity because a decline in interest rates increases the
likelihood that borrowers will prepay.

- - ASSET-BACKED SECURITIES--These securities represent either fractional
interests or participation in pools of leases, retail installment loans or
revolving credit receivables. Underlying automobile sales contracts and
credit card receivables are subject to prepayment, which may shorten the
securities' weighted average life and reduce the overall return. Investors
may also experience delays in payment if the full amounts due on underlying
loans, leases or receivables are not realized because of unanticipated legal
or administrative costs of enforcing the contracts or because of depreciation
or damage to the collateral (usually automobiles) securing the contract or
other factors. The value of these securities may fluctuate with changes in
the market's perception of the creditworthiness of the servicing agent for
the pool, the originator of the pool or the financial institution providing
credit support enhancement for the pool. In addition, there is a risk that
unscheduled or early repayment of principal would negatively affect the
Fund's return as the Fund could be forced to reinvest in lower yielding
securities.

<PAGE> 11

THE FUNDS 11

- - ZERO-COUPON BONDS--Zero-coupon bonds do not make regular interest payments.
Instead, they are sold at a deep discount from their face value. The investor
(in this case, the Fund) is paid back at face value when the security
matures. Prices of zero-coupon bonds fluctuate more in response to changes in
interest rates than those of other types of comparable maturity fixed-income
securities.

- - OTHER MUTUAL FUNDS--The Fund may invest up to 5% of total assets in any one
other mutual fund and up to 10% of assets in all other mutual funds. The
Fund's return on its investment will reflect the performance of and operating
expenses incurred by the other investment companies.

The Fund has adopted certain policies to reduce risk. The Fund will not...

- - invest more than 5% of its total assets in any one issuer's securities.

<PAGE> 12

12 THE FUNDS

THE STOCK INDEX FUND IS MANAGED TO TRACK THE PERFORMANCE OF THE STANDARD &
POOR'S 500 STOCK INDEX. INVESTING IN BOTH INDEX AND ACTIVELY MANAGED MUTUAL
FUNDS IS A WAY TO FURTHER DIVERSIFY YOUR PORTFOLIO.

STOCK INDEX FUND

ASSET ALLOCATION
stock

PORTFOLIO CHARACTERISTICS
similar to the Standard & Poor's 500 Stock Index

EXPECTED DEGREE OF SHARE PRICE VOLATILITY
high

OBJECTIVE

The Stock Index Fund seeks to match, as closely as possible, before expenses,
the performance of the Standard & Poor's 500 Stock Index (Standard & Poor's
500). Over the long term, the investment adviser seeks a correlation of 98%
or better, before expenses. (A figure of 100% would indicate perfect
correlation.) The primary component of the Fund's total return is likely to be
capital appreciation (or depreciation). Any dividend or interest income is
incidental to the pursuit of its objective.

Because the underlying investments--stocks and other securities that function
like stocks--are inherently volatile, the Fund is appropriate for long-term
investors who can tolerate fluctuations in the value of their investment.

STRATEGY

PORTFOLIO COMPOSITION--The Stock Index Fund invests all of its assets in the
Equity 500 Index Portfolio, a separate investment company managed by Bankers
Trust Company. The Equity 500 Index Portfolio's investment objective is
identical to the Stock Index Fund's. In this document, statements regarding the
Stock Index Fund's investments refer to investments made by the Equity 500 Index
Portfolio. We use the term Index Fund to mean either the Stock Index Fund or the
Equity 500 Index Portfolio.

The Index Fund's securities are weighted to attempt to make the Index Fund's
total investment characteristics similar to those of the Standard & Poor's 500
as a whole. The investment adviser may exclude or may remove any stock from
the Index Fund, if the investment adviser believes that the stock is illiquid
or has impaired financial conditions due to extraordinary events.

The Index Fund cannot as a practical matter hold every one of the 500 stocks in
the Standard & Poor's 500. In an effort to run an efficient and effective
strategy, the Index Fund uses the process of "optimization," a statistical
sampling technique. First, the Index Fund buys the stocks that make up the
larger portions of the Standard & Poor's 500's value in roughly the same
proportion as the Standard & Poor's 500. Second, smaller stocks are analyzed
and selected. In choosing smaller stocks, the investment adviser tries to match
the industry and risk characteristics of all of the smaller companies in the
Standard & Poor's 500 without buying all of those stocks. This approach
attempts to maximize the Index Fund's liquidity and returns while minimizing
its costs.

Under normal conditions, the Index Fund will invest at least 80% of its total
assets in stocks of companies included in the Standard & Poor's 500. Up to 20%
of the Index Fund's total assets may be invested in other types of securities
including ...

- - money market instruments and other short-term debt securities

- - stock index futures and options.

<PAGE> 13

THE FUNDS 13

MASTER-FEEDER STRUCTURE--The Stock Index Fund is a feeder index fund that
invests all of its investable assets in a master index fund with the same
investment objective. The master index fund purchases securities for investment.
This structure works as follows:

Investor
purchases shares of . . .
Feeder index fund
which invests in . . .
Master index fund
which buys . . .
Investment securities.

This feeder index fund can withdraw its investment in the master index fund at
any time if the Board of Directors determines that it is in the best interest of
the Fund and its shareholders. If this happens, the Fund's assets will be
invested according to the investment policies and restrictions described in this
prospectus.

INDEXING--Indexing is different than an active management approach in that
portfolio securities are selected based on their ability to keep the Index
Fund's return in line with the Standard & Poor's 500's. The Index Fund's
manager does not make decisions based on his or her opinion of the securities'
investment potential.

INDEX DESCRIPTION AND CONSTRUCTION-- The Index Fund's model, the Standard &
Poor's 500 Stock Index, is a representative sample of common stocks that trade
on major U.S. exchanges. The Standard & Poor's 500 is constructed by industry
group. On June 30, 1999, 11 industries were represented. Industries are
organized under four major categories: industrials, utilities, financials and
transportations. Stocks are held by the Standard & Poor's 500 in proportion to
their market capitalization (share price multiplied by number of shares
outstanding). The Standard & Poor's 500 includes both large- and small-company
stocks; however, the larger companies have a dominant position and a greater
influence over the Standard & Poor's 500's performance because of the Standard
& Poor's 500's calculation methodology.

The Standard & Poor's 500 is a trademark of McGraw Hill, Inc. The Stock Index
Fund is not sponsored, endorsed, sold or promoted by Standard & Poor's.
Standard & Poor's makes no representation or warranty regarding the
advisability of investing in the securities included in the Standard & Poor's
500 or the ability of the Standard & Poor's 500 to track the overall stock
market.

RISKS

An investment in the Index Fund is subject to the following general risks:

- - INVESTMENT RISK--the chance the value of an investment will decline in
response to a company, industry or market setback. For example, the value of
the stock market as a whole could decline. It is also possible that returns
for large-company stocks, the primary driver of performance for the

<PAGE> 14
14 THE FUNDS

Standard & Poor's 500 and therefore for the Index Fund, could trail returns
on other types of investments. As is true for other specific market sectors,
large-company stocks tend to go through cycles of outperformance or
underperformance relative to the full stock market. These periods can last
for several years. An investment in the Index Fund is not a deposit of
Bankers Trust or any other bank and is not insured or guaranteed by the
Federal Deposit Insurance Corporation or any other government agency. The
value of an investment in the Index Fund will fluctuate up and down. When
you sell your shares of the Index Fund, they could be worth less than what
you paid for them.

- - TRACKING ERROR RISK--The chance the Index Fund's return will not closely
track the Standard & Poor's 500's. The leading causes of tracking error
are...

- expenses--The Standard & Poor's 500 is a hypothetical portfolio and
incurs no expenses. The Index Fund has to pay for trading, accounting,
recordkeeping and other services.

- composition--The composition of the Standard & Poor's 500 and the stocks
held by the Index Fund may occasionally diverge.

- cash flows--The Index Fund's ability to closely trail the Standard &
Poor's 500 may be affected by the timing and magnitude of cash flows in
to and out of the Index Fund.

Some of the types of securities in which the Index Fund invests pose specific
risks. These include...

- - FUTURES AND OPTIONS--Futures and options are agreements to buy or sell
securities at a set price on a set date. With a futures contract, the Index
Fund is obligated either to buy or sell the security at the agreed upon
terms or to sell the contract to another party (at a loss or gain) before
the settlement date. With an option agreement, the Index Fund has the right
but not the obligation to buy or sell the security at the agreed upon terms.
The Index Fund uses futures and options as a way of sharing in the
performance of the Standard & Poor's 500 without owning all Standard &
Poor's 500 securities directly. This strategy enhances the Index Fund's
ability to track the Standard & Poor's 500 and improves liquidity. Options
and futures prices can be highly volatile, and the loss from an investment
in futures could be greater than the contract's original cost. To mitigate
these risks, the Index Fund will not use options or futures for speculative
purposes or as leveraged investments that would further magnify the gains or
losses of these investments. The Index Fund will invest only in futures and
options whose values are tied to the Standard & Poor's 500. The Index Fund
intends to buy futures in anticipation of buying stocks.

CHANGES TO FUND POLICIES--The Index Fund's investment objective is not
fundamental and may be changed by the Board of Directors without shareholder
approval.

<PAGE> 15

THE VALUE FUND INVESTS PRIMARILY IN STOCKS, WHOSE PRICES FLUCTUATE WITH
BUSINESS, MARKET AND ECONOMIC CONDITIONS. ITS SHARE PRICE CAN RISE AND FALL
SIGNIFICANTLY OVER THE SHORT TERM, REFLECTING CHANGES IN THE VALUE OF THE
UNDERLYING INVESTMENTS.

VALUE FUND

ASSET ALLOCATION
stock

PORTFOLIO CHARACTERISTICS
large- and medium-sized, U.S.-based companies

INVESTMENT STYLE
value

EXPECTED DEGREE OF SHARE PRICE VOLATILITY
high

OBJECTIVE

The Value Fund seeks capital growth over the long term and, secondarily, income.
The Fund invests in stocks of established companies RE Advisers believes are
selling at a discount to their true worth. Because of the volatility inherent in
equity investing, the Value Fund is best-suited for long-term investors.

STRATEGY

PORTFOLIO COMPOSITION--Under ordinary conditions, the Value Fund will invest at
least 80% of its total assets in common stocks of established companies.
Remaining assets may be invested in other types of securities including...

- - preferred stocks, investment-grade debt securities convertible into or
exchangeable for common stocks and warrants

- - debt securities with a credit rating of at least A, as determined by any one
nationally recognized statistical rating organization (NRSRO) or, if unrated,
of comparable credit quality as determined by RE Advisers

- - money market securities that meet the Daily Income Fund's high standards for
credit quality. The Fund invests in money market securities in order to
reduce risk during periods of extreme volatility or uncertainty. When used as
part of a temporary defensive strategy, the Fund may invest in money market
securities without limitation

- - U.S. dollar-denominated securities of foreign issuers, including American
Depository Receipts (ADRs), limited to 10% of net assets.

The Fund will generally invest in stocks listed on a national securities
exchange. The Fund may, on occasion, purchase unlisted securities that have an
established over-the-counter market. See Risks, below, for more information on
specific types of securities.

FOCUS ON LARGE- AND MID-CAPITALIZATION COMPANIES--The Value Fund
focuses on stocks of established companies. These are typically sizable
business franchises with market capitalizations of $2 billion or greater. On
June 30, 1999, the average market capitalization for all of the companies held
in the portfolio was $19.6 billion. Market capitalization is a measure of the
company's total stock market value. It is calculated by multiplying the share
price by the number of shares outstanding.

VALUE STYLE--The Value Fund invests in stocks of established companies selling
below what RE Advisers believes to be fundamental value and poised for a
turnaround. RE Advisers considers the following factors in determining a stock's
fundamental value:

- - the relationship of a company's potential earning power to the current market
price of its stock

- - the price/earnings ratio relative to either the company's historical results
or to the current ratios for other similar companies

- - the level of dividend income

- - stock price relative to the stated book value of assets

- - any competitive advantages, including well-recognized trademarks or brand
names.

<PAGE> 16

16 THE FUNDS

There are a number of reasons a stock may be trading at a discount. The company
may be experiencing a temporary earnings decline, its industry may be out of
favor due to short-term market or economic conditions or it may have drawn
unfavorable publicity. Investing before conditions improve and others realize
the stock's true worth can result in significant capital appreciation. In order
for this approach to be effective, the selected stocks must eventually return to
investors' favor and be bid higher. There is no guarantee this anticipated
turnaround will materialize.

RISKS

An investment in the Value Fund is subject to the following general risks:

- - INVESTMENT RISK--the chance the value of an investment will decline in
response to a company, industry or market setback. The Fund's approach could
potentially limit volatility, since a stock already selling at a low price
may not fall as far in response to a setback as one that was selling at a
high price.

- - MANAGER RISK--the chance the manager's decisions, particularly security
selection, will cause the Fund to underperform other similar investments.

- - STYLE RISK--the chance that returns on stocks within the specific sectors in
which the Fund invests (medium-and large-sized companies, value investments)
will trail returns from other groups or the market overall. Periods of
relative over- or underperformance tend to be cyclical and may last for
several years.

Some types of securities in which the Fund invests pose specific risks. These
include...

- - U.S. DOLLAR-DENOMINATED DEBT SECURITIES OF FOREIGN ISSUERS--These securities
may respond negatively to adverse foreign political or economic developments.
In the case of foreign companies not registered in the U.S., there is
generally less publicly available information regarding the issuer, and
foreign companies are subject to different accounting, auditing and financial
reporting standards. These conditions may have an impact on rating
organizations' and RE Adviser's ability to accurately assess and monitor an
issuer's financial condition.

<PAGE> 17

THE FUNDS 17

However, as with other U.S. dollar-denominated securities of foreign issuers,
ADRs may respond negatively to adverse foreign political or economic
developments.

The Fund has adopted certain policies to reduce risk. The Fund will not...

- - invest more than 5% of its total assets in any one issuer's securities.

<PAGE> 18

18 THE FUNDS

SMALL-COMPANY STOCKS HAVE STRONG GROWTH POTENTIAL, BUT THIS AGGRESSIVE
INVESTMENT APPROACH ENTAILS GREATER RISK.

SMALL COMPANY STOCK FUND

ASSET ALLOCATION
stock

PORTFOLIO CHARACTERISTICS
small, U.S.-based companies

INVESTMENT STYLE
value

EXPECTED DEGREE OF SHARE PRICE VOLATILITY
very high

OBJECTIVE

The Small Company Stock Fund seeks capital growth over the long term by
investing in undervalued stocks of promising small companies. Small companies
may be able to respond more quickly to business opportunities than larger
companies. However, their stock prices tend to fluctuate more widely than those
of larger companies. The Fund is best-suited for long-term investors who are
comfortable taking an aggressive investment approach.

STRATEGY

PORTFOLIO COMPOSITION--Under ordinary conditions, the Small Company Stock Fund
will invest at least 65% of its total assets in common stocks of companies whose
market capitalization at the time of investment is similar to the market
capitalization of companies represented in the Russell 2000 Index. Remaining
assets may be invested in other types of securities including...

- - U.S. dollar-denominated securities of foreign issuers, including American
Depository Receipts (ADRs), short-term debt securities and high-quality money
market securities

- - investment-grade debt securities convertible into or exchangeable for common
stocks.

See Risks, below, for more information on specific types of securities.

FOCUS ON SMALL-CAPITALIZATION COMPANIES--The Small Company Stock Fund focuses
on companies whose market capitalization is consistent with that of companies
included in the Russell 2000 Index. On June 30, 1999, the average market
capitalization for companies in the Russell 2000 was approximately $780 million.
On June 30, 1999, the average market capitalization for companies held in the
Fund's portfolio was $550 million. Market capitalization is a measure of the
company's total stock market value. It is calculated by multiplying the share
price by the number of shares outstanding.

VALUE STYLE--The Small Company Stock Fund invests in stocks of established
companies selling below what RE Advisers believes to be fundamental value and
poised for a turnaround. RE Advisers considers the following factors in
determining a stock's fundamental value:

- - the relationship of a company's potential earning power to the current market
price of its stock

- - the price/earnings ratio relative to either the company's historical results
or to the current ratios for other similar companies

- - the level of dividend income

- - stock price relative to the stated book value of assets

<PAGE> 19

THE FUNDS 19

- - any competitive advantages, including well-recognized trademarks or brand
names.

RISKS

An investment in the Small Company Stock Fund is subject to the following
general risks:

- - INVESTMENT RISK--the chance the value of an investment will decline in
response to a company, industry or market setback. The Fund's value
orientation could potentially limit volatility, since a stock already selling
at a low price may not fall as far in response to a setback as one that was
selling at a high price.

- - MANAGER RISK--the chance the manager's decisions, particularly security
selection, will cause the Fund to underperform other similar investments.

- - STYLE RISK--the chance that returns on stocks within the specific sectors in
which the Fund invests (small-sized companies, value investments) will trail
returns from other groups or the market overall. Periods of relative over- or
underperformance tend to be cyclical and may last for several years.

Some of the types of securities in which the Fund invests pose specific risks.
These include...

<PAGE> 20

20 THE FUNDS

The Fund has adopted certain policies to reduce risk. The Fund will not...

- - invest more than 5% of its total assets in any one issuer's securities.

<PAGE> 21

THE FUNDS 21

PERFORMANCE

The information below provides some indication of the risks of investing in each
Fund by showing changes in each Fund's performance from year to year and by
showing how each Fund's average annual returns for one, five and 10 years
compare with those of a broad measure of market performance. Past performance
does not predict future performance.

DAILY INCOME FUND

<TABLE>
<CAPTION>
YEARS
1991 1992 1993 1994 1995 1996 1997 1998
------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
TOTAL RETURN 5.67% 3.39% 2.68% 3.63% 5.38% 4.81% 4.92% 4.91%
</TABLE>

Average Annual Total Returns for Periods Ended 12/31/98

<TABLE>
<CAPTION>
SINCE
INCEPTION
1 YEAR 5 YEAR (11/90)
- -----------------------------------------------------
<S> <C> <C> <C>
DAILY INCOME FUND 4.9% 4.7% 4.4%
=====================================================
</TABLE>

Best Quarter: Q1 of 1991 1.59%
Worst Quarter: Q2 of 1993 .65%

For the Fund's current yield, call 1-800-258-3030.

SHORT-TERM GOVERNMENT
SECURITIES FUND

<TABLE>
<CAPTION>
YEARS
1996 1997 1998
------ ------ ------
<S> <C> <C> <C>
TOTAL RETURN 4.46% 5.73% 5.51%
</TABLE>

Average Annual Total Returns for Periods Ended 12/31/98

<TABLE>
<CAPTION>
SINCE
INCEPTION
1 YEAR (5/95)
- ----------------------------------------------------------
<S> <C> <C>
SHORT-TERM GOVERNMENT 5.5% 5.8%
SECURITIES FUND
- ----------------------------------------------------------
MERRILL LYNCH 1-4.99 YEAR 7.8% 7.3%
U.S. TREASURY INDEX
==========================================================
</TABLE>

Best Quarter: Q4 of 1995 2.12%
Worst Quarter: Q1 of 1996 .27%

For the Fund's current yield, call 1-800-258-3030.

<PAGE> 22

22 THE FUNDS

SHORT-TERM BOND FUND

<TABLE>
<CAPTION>
YEARS
1992 1993 1994 1995 1996 1997 1998
------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
TOTAL RETURN 6.3% 6.62% 0.09% 10.81% 5.16% 6.62% 6.4%
</TABLE>

Average Annual Total Returns for Periods Ended 12/31/98

<TABLE>
<CAPTION>
SINCE
INCEPTION
1 YEAR 5 YEAR (11/91)
- --------------------------------------------------------------
<S> <C> <C> <C>
SHORT-TERM BOND FUND 6.4% 5.8% 6.1%
- --------------------------------------------------------------
MERRILL LYNCH 1-4.99 YEAR 7.7% 6.3% 6.8%
CORP./GOV. INDEX
==============================================================
</TABLE>

Best Quarter: Q3 of 1992 3.71%
Worst Quarter: Q1 of 1994 -.62%

For the Fund's current yield, call 1-800-258-3030.

VALUE FUND

<TABLE>
<CAPTION>
YEARS
1991 1992 1993 1994 1995 1996 1997 1998
------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
TOTAL RETURN 17.16% 11.68% 18.83% 2.5% 33.78% 17.94% 26.7% 8.31%
</TABLE>

Average Annual Total Returns for Periods Ended 12/31/98

<TABLE>
<CAPTION>
SINCE
INCEPTION
1 YEAR 5 YEAR (11/90)
- ------------------------------------------------------------
<S> <C> <C> <C>
VALUE FUND 8.3% 17.3% 16.6%
- ------------------------------------------------------------
STANDARD & POOR'S 500 28.7% 24.1% 21.0%
STOCK INDEX
============================================================
</TABLE>

Best Quarter: Q2 of 1997 13.45%
Worst Quarter: Q3 of 1998 -11.58%

SMALL COMPANY STOCK FUND
Total Returns for Periods Ended 12/31/98

<TABLE>
<CAPTION>
SINCE INCEPTION (3/98)
- ----------------------------------------------------------
<S> <C>
SMALL COMPANY STOCK FUND -11.0%
- ----------------------------------------------------------
RUSSELL 2000 INDEX -9.2%
==========================================================
</TABLE>

Best Quarter: Q4 of 1998 7.20%
Worst Quarter: Q3 of 1998 -12.82%

<PAGE> 23

THE FUNDS 23

EXPENSES

This table describes the fees and expenses you may pay if you buy and hold
shares of a Fund. There are no transaction fees and you pay no sales commission
("load") when you buy shares directly from the distributor.

<TABLE>
<CAPTION>
SHORT-TERM SMALL
DAILY INCOME GOVERNMENT SHORT-TERM STOCK VALUE COMPANY
FUND SECURITIES FUND BOND FUND INDEX FUND FUND STOCK FUND

<S> <C> <C> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Sales Load Imposed on Purchases None None None None None None
Sales Load Imposed on
Reinvested Dividends None None None None None None
Deferred Sales Load Imposed
on Redemptions None None None None None None
Redemption Fee None None None None None None
Exchange Fee None None None None None None

ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily
net assets)
Management Fees .50%* .45%* .60%* .075% .56%* .84%*
Other Expenses .37%* .58%* .24%* .675%** .16%* 2.27%*
Total Fund Operating Expenses .87%* 1.03%* .84%* .75 %* .72%* 3.11%*
</TABLE>

* RE Advisers has agreed to assume all annual fund operating expenses for each
Fund which in any year exceed .80% of the average daily net assets for the
Daily Income Fund, .75% of the average daily net assets for the Short-Term
Government Securities Fund, .75% of the average daily net assets for the
Short-Term Bond Fund, .75% of the average daily net assets of the Stock Index
Fund, 1.25% of the average daily net assets of the Value Fund and 1.50% of
the average daily net assets for the Small Company Stock Fund. For the year
ended December 31, 1998, RE Advisers waived a portion of its management fees
for the Daily Income Fund, Short-Term Government Securities Fund, Short-Term
Bond Fund, and Small Company Stock Fund. In addition, RE Advisers reimbursed
the Small Company Stock Fund for a portion of its expenses. As a result of
these waivers and reimbursements, the actual net operating expense ratios
were .80% for the Daily Income Fund, .75% for the Short-Term Government Fund,
.75% for the Short-Term Bond Fund, and 1.50% for the Small Company Stock
Fund. The Expense Limitation Agreement with RE Advisers can be terminated by
the adviser or the Funds with 90 days notice and Board approval.

** These other expenses are based on estimated amounts for the current fiscal
year, and include a .25% fee paid to RE Advisers for Fund administration.

EXAMPLES

An investor in each Fund would pay the following expenses on a $10,000
investment, assuming (1) a 5% annual return and (2) redemption at the end of
each future time period***:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Daily Income Fund $82 $270 $475 $1,068
Short-Term Government Securities Fund $76 $300 $542 $1,237
Short-Term Bond Fund $76 $259 $457 $1,031
Stock Index Fund $76 $240 N/A N/A
Value Fund $73 $228 $397 $887
Small Company Stock Fund $150 $800 N/A N/A
</TABLE>

*** There are no charges imposed upon redemption. One-year figures are based on
actual net operating expenses.

THESE EXAMPLES SHOULD NOT BE CONSIDERED TO BE A REPRESENTATION OF PAST OR FUTURE
FEES OR EXPENSES FOR EACH FUND. ACTUAL FEES AND EXPENSES MAY BE GREATER OR LESS
THAN THOSE SHOWN ABOVE. Similarly, the annual rate of return assumed in the
example is not an estimate or guarantee of future investment performance, but is
included for illustrative purposes.

<PAGE> 24

24 THE FUNDS

INVESTMENT MANAGER

RE Advisers
4301 Wilson Boulevard
Arlington, VA 22203

The investment manager is responsible for selecting investments, managing the
portfolios and setting investment strategies and policies. RE Advisers was
launched in 1990 and now manages over $800 million for mutual fund and private
account investors.

RE Advisers, incorporated in the Commonwealth of Virginia in 1995 (formerly
incorporated in the District of Columbia in 1990), is a direct subsidiary of RE
Investment Corporation and an indirect, wholly-owned subsidiary of NRECA, a
non-profit organization which serves and represents the nation's consumer-owned
rural electric cooperatives.

In 1998, the Funds paid RE Advisers the following fees, expressed as a percent
of fund assets:

Daily Income Fund .43%
Short-Term Government .17%
Securities Fund
Short-Term Bond Fund .51%
Value Fund .56%
Small Company Stock Fund 0%

INVESTMENT MANAGER FOR THE STOCK INDEX FUND

Bankers Trust (BT)
130 Liberty Street
One Bankers Trust Plaza
New York, NY 10006

As of June 30, 1999, Bankers Trust had total assets under management of
approximately $287 billion. Bankers Trust is dedicated to serving the needs of
corporations, governments, financial institutions, and private clients and has
invested retirement assets on behalf of the nation's largest corporations and
institutions for more than 50 years. The scope of the firm's capability is
broad: it is a leader in both the active and passive quantitative investment
disciplines and maintains a major presence in stock and bond markets worldwide.

On March 11,1999, Bankers Trust announced that it had reached an agreement with
the United States Attorney's Office in the Southern District of New York to
resolve an investigation concerning inappropriate transfers of unclaimed funds
and related record-keeping problems that occurred between 1994 and early 1996.
Bankers Trust pleaded guilty to misstating entries in the bank's books and
records and agreed to pay a $63.5 million fine to state and federal authorities.
On July 26, 1999, the federal criminal proceedings were concluded with Bankers
Trust's formal sentencing. The events leading up to the guilty pleas did not
arise out of the investment advisory or mutual

<PAGE> 25

THE FUNDS 25

fund management activities of Bankers Trust or its affiliates.

As a result of the plea, absent an order from the SEC, Bankers Trust would not
be able to continue to provide investment advisory services to the Equity 500
Index Portfolio. The SEC has granted a temporary order to permit Bankers Trust
and its affiliates to continue to provide investment advisory services to
registered investment companies. There is no assurance that the SEC will grant a
permanent order.

BT also serves as the administrator for the Equity 500 Index Portfolio. Under an
Administration and Services Agreement with the Portfolio, BT calculates the
value of the assets of the Portfolio and generally assists the Portfolio's Board
in all aspects of the administration and operation. Under the Administration and
Services Agreement, BT may delegate one or more of its responsibilities to
others, at BT's expense.

RE Advisers serves as the administrator for the Stock Index Fund. Pursuant to
an Administrative Service Agreement, RE Advisers provides certain
administrative services to the Fund and generally assists in all aspects of its
operation.

PORTFOLIO MANAGERS

Portfolio managers oversee the Funds' day-to-day operations.

DAILY INCOME FUND
Patricia Murphy
Ms. Murphy has managed the Fund since 1998 and is a senior investment analyst
for RE Advisers and NRECA. She has been with NRECA since 1997.

SHORT-TERM GOVERNMENT SECURITIES FUND AND SHORT-TERM BOND FUND
Douglas Kern
Mr. Kern has managed the Funds since their inception and has been a senior
fixed-income portfolio manager for NRECA since 1985.

VALUE FUND AND
SMALL COMPANY STOCK FUND
Peter Morris
Mr. Morris is the director of investments for RE Advisers and NRECA. He has been
with NRECA since 1974.

Stuart Teach
Mr. Teach is a senior equity portfolio manager for RE Advisers and NRECA. He and
Mr. Morris have co-managed the Funds since their inception. Mr. Teach has been
with NRECA since 1985.

BOARD OF DIRECTORS

The Board of Directors establishes Homestead Funds' corporate policies and
monitors Fund performance.

DISTRIBUTOR

RE Investment Corporation
4301 Wilson Boulevard
Arlington, VA 22203

TRANSFER AGENT

PFPC, Inc.
P.O. Box 8987
Wilmington, DE 19899

The transfer agent processes transactions, disburses distributions and provides
accounting services for the Homestead Funds.

CUSTODIAN

PFPC Trust Company

DISTRIBUTIONS AND TAXES

Each Fund intends to distribute substantially all of its ordinary income and
capital gains. You may elect to have distributions automatically reinvested in
your Fund account. Whether reinvested or received, distributions are generally

<PAGE> 26

26 THE FUNDS

taxable to non-retirement account investors. We'll mail you IRS Form 1099 at the
end of January indicating the federal tax status of your income and capital
gains distributions for the prior year.

DISTRIBUTION SCHEDULE

<TABLE>
<CAPTION>
INTEREST INCOME
- ---------------------------------------------------------------------------------------------
<S> <C>
DAILY INCOME FUND Declared daily and paid monthly
- ---------------------------------------------------------------------------------------------
SHORT-TERM GOVERNMENT SECURITIES FUND Declared daily and paid monthly
- ---------------------------------------------------------------------------------------------
SHORT-TERM BOND FUND Declared daily and paid monthly
- ---------------------------------------------------------------------------------------------
STOCK INDEX FUND Declared and paid quarterly
- ---------------------------------------------------------------------------------------------
VALUE FUND Declared and paid semi-annually
- ---------------------------------------------------------------------------------------------
SMALL COMPANY STOCK FUND Declared and paid annually
- ---------------------------------------------------------------------------------------------

CAPITAL GAINS
- ---------------------------------------------------------------------------------------------
ALL FUNDS If any, declared and paid no less
frequently than annually
- ---------------------------------------------------------------------------------------------
</TABLE>

<PAGE> 27

THE FUNDS 27

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand a Fund's
financial performance for the past five years or, if shorter, the period of a
Fund's operations. Certain information reflects financial results for a single
Fund share. The total returns in the table represent the rate an investor would
have earned (or lost) on an investment in a Fund (assuming reinvestment of all
dividends and distributions). The figures for the periods prior to June 30,
1999 were audited by independent auditors. The figures for the period ended
June 30, 1999 have not been audited. In 1998 and 1997 the Funds' independent
auditors were Deloitte & Touche LLP. If you would like to receive a copy of the
latest semi-annual report, which includes complete financials and footnotes,
please call 1-800-258-3030.

DAILY INCOME FUND

For a Share Outstanding Throughout Each Period

<TABLE>
<CAPTION>
SIX MONTHS
ENDED YEAR ENDED DECEMBER 31,
JUNE 30, 1999 -----------------------------------------------------------------
(UNAUDITED) 1998 1997 1996 (d) 1995 (d) 1994 (d)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF YEAR............. $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
- ----------------------------------------------------------------------------------------------------------------------------------
Income from investment operations
Net investment income (a).................. 0.02 0.05 0.05 0.05 0.05 0.04
- ----------------------------------------------------------------------------------------------------------------------------------
Total from investment operations........... 0.02 0.05 0.05 0.05 0.05 0.04
- ----------------------------------------------------------------------------------------------------------------------------------
Distributions
Net investment income...................... (0.02) (0.05) (0.05) (0.05) (0.05) (0.04)
Net realized gain.......................... (0.00) (0.00) (0.00) (0.00) (0.00) (0.00)
- ----------------------------------------------------------------------------------------------------------------------------------
Total distributions........................ (0.02) (0.05) (0.05) (0.05) (0.05) (0.04)
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD................. $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
==================================================================================================================================
TOTAL RETURN................................... 2.14% (b) 4.91% 4.92% 4.81% 5.38% 3.63%
==================================================================================================================================

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (thousands).......... $63,566 $58,577 $53,033 $57,871 $52,699 $36,668
Ratio of gross expenses before voluntary
expense limitation to average net assets... 0.85% (c) 0.87% 0.83% 0.81% 0.87% 0.99%
Ratio of net investment income to
average net assets (a)..................... 4.24% (c) 4.80% 4.80% 4.71% 5.25% 3.66%
Ratio of expenses to average net assets (a).... 0.80% (c) 0.80% 0.80% 0.76% 0.75% 0.75%
</TABLE>

- -------------------
(a) Excludes excess investment management fees and other expenses in accordance
with the Expense Limitation Agreement with the Manager.

(b) Aggregate total return for the period.

(d) The Financial Highlights for periods prior to 1997 were audited by other
auditors.

<PAGE> 28

28 THE FUNDS

SHORT-TERM GOVERNMENT SECURITIES FUND

For a Share Outstanding Throughout Each Period

<TABLE>
<CAPTION>
SIX MONTHS MAY 1, 1995
ENDED YEAR ENDED DECEMBER 31, (INCEPTION DATE)
JUNE 30, 1999 ------------------------------------ TO DECEMBER 31
(UNAUDITED) 1998 1997 1996 (d) 1995 (d)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF YEAR..................... $5.09 $5.07 $5.05 $5.09 $5.00
- ----------------------------------------------------------------------------------------------------------------------------
Income from investment operations
Net investment income (a).......................... 0.11 0.25 0.26 0.26 0.18
Net realized and unrealized gain (loss)
on investments................................. (0.06) 0.02 0.02 (0.04) 0.09
- ----------------------------------------------------------------------------------------------------------------------------
Total from investment operations................... 0.05 0.27 0.28 0.22 0.27
- ----------------------------------------------------------------------------------------------------------------------------
Distributions
Net investment income.............................. (0.11) (0.25) (0.26) (0.26) (0.18)
Net realized gain.................................. (0.00) (0.00) (0.00) (0.00) (0.00)
- ----------------------------------------------------------------------------------------------------------------------------
Total distributions................................ (0.11) (0.25) (0.26) (0.26) (0.18)
- ----------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD......................... $5.03 $5.09 $5.07 $5.05 $5.09
- ----------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN........................................... 1.06%(b) 5.51% 5.73% 4.46% 5.44%(b)
- ----------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (thousands).................. $32,154 $23,930 $16,187 $7,692 $2,658
Ratio of gross expenses before voluntary
expense limitation to average net assets........... 0.90%(c) 1.03% 1.27% 2.30% 6.21%(c)
Ratio of net investment income to
average net assets (a)............................. 4.53%(c) 5.00% 5.19% 5.16% 5.18%(c)
Ratio of expenses to average net assets (a)............ 0.75%(c) 0.75% 0.75% 0.75% 0.75%(c)
Portfolio turnover rate................................ 9%(c) 57% 12% 21% 11%(c)
</TABLE>

- -------------------
(a) Excludes excess investment management fees and other expenses in accordance
with the Expense Limitation Agreement with the Manager.

(b) Aggregate total return for the period.

(d) The Financial Highlights for periods prior to 1997 were audited by other
auditors.

<PAGE> 29

THE FUNDS 29

SHORT-TERM BOND FUND

For a Share Outstanding Throughout Each Period

<TABLE>
<CAPTION>
SIX MONTHS
ENDED YEAR ENDED DECEMBER 31,
JUNE 30, 1999 ------------------------------------------------------------------
(UNAUDITED) 1998 1997 1996 (d) 1995 (d) 1994 (d)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF YEAR............. $5.21 $5.18 $5.15 $5.19 $4.95 $5.19
- ----------------------------------------------------------------------------------------------------------------------------------
Income from investment operations
Net investment income (a).................. 0.14 0.29 0.30 0.29 0.28 0.24
Net realized and unrealized gain (loss)
on investments......................... (0.07) 0.03 0.03 (0.04) 0.24 (0.24)
- ----------------------------------------------------------------------------------------------------------------------------------
Total from investment operations........... 0.07 0.32 0.33 0.25 0.52 0.00
- ----------------------------------------------------------------------------------------------------------------------------------
Distributions
Net investment income...................... (0.14) (0.29) (0.30) (0.29) (0.28) (0.24)
Net realized gain.......................... (0.00) (0.00) (0.00) (0.00) (0.00) (0.00)
- ----------------------------------------------------------------------------------------------------------------------------------
Total distributions........................ (0.14) (0.29) (0.30) (0.29) (0.28) (0.24)
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD................. $5.14 $5.21 $5.18 $5.15 $5.19 $4.95
==================================================================================================================================
TOTAL RETURN................................... 1.33% (b) 6.40% 6.62% 5.16% 10.81% 0.09%
==================================================================================================================================

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (thousands).......... $168,756 $146,350 $108,898 $81,470 $62,125 $52,257
Ratio of gross expenses before voluntary
expense limitation to average net assets... 0.81% (c) 0.84% 0.87% 0.76% 0.86% 0.98%
Ratio of net investment income to
average net assets (a)..................... 5.36% (c) 5.53% 5.75% 5.72% 5.49% 4.84%
Ratio of expenses to average net assets (a).... 0.75% (c) 0.75% 0.75% 0.75% 0.75% 0.75%
Portfolio turnover rate........................ 41% (c) 62% 55% 49% 35% 13%
</TABLE>

- -------------------
(a) Excludes excess investment management fees and other expenses in accordance
with the Expense Limitation Agreement with the Manager.

(b) Aggregate total return for the period.

(d) The Financial Highlights for periods prior to 1997 were audited by other
auditors.

<PAGE> 30

30 THE FUNDS

VALUE FUND

For a Share Outstanding Throughout Each Period

<TABLE>
<CAPTION>
SIX MONTHS
ENDED YEAR ENDED DECEMBER 31,
JUNE 30, 1999 ------------------------------------------------------------------
(UNAUDITED) 1998 1997 1996 (d) 1995 (d) 1994 (d)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF YEAR............. $26.50 $25.50 $20.99 $18.44 $14.50 $14.54
- ----------------------------------------------------------------------------------------------------------------------------------
Income from investment operations
Net investment income (a).................. 0.20 0.40 0.37 0.39 0.41 0.29
Net realized and unrealized gain (loss)
on investments......................... 3.85 1.72 5.22 2.91 4.47 0.07
- ----------------------------------------------------------------------------------------------------------------------------------
Total from investment operations........... 4.05 2.12 5.59 3.30 4.88 0.36
- ----------------------------------------------------------------------------------------------------------------------------------
Distributions
Net investment income...................... (0.20) (0.40) (0.37) (0.39) (0.41) (0.29)
Net realized gain.......................... - (0.72) (0.71) (0.36) (0.53) (0.11)
- ----------------------------------------------------------------------------------------------------------------------------------
Total distributions........................ (0.20) (1.12) (1.08) (0.75) (0.94) (0.40)
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD................. $30.35 $26.50 $25.50 $20.99 $18.44 $14.50
==================================================================================================================================
TOTAL RETURN................................... 15.27% (b) 8.31% 26.70% 17.94% 33.78% 2.50%
==================================================================================================================================

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (thousands).......... $498,908 $449,002 $378,621 $238,550 $147,506 $91,612
Ratio of gross expenses before voluntary
expense limitation to average net assets... n/a (c) n/a n/a n/a n/a 1.15%
Ratio of net investment income to
average net assets (a)..................... 1.38% (c) 1.52% 1.59% 2.08% 2.50% 2.19%
Ratio of expenses to average net assets (a).... 0.73% (c) 0.72% 0.79% 0.73% 0.84% 1.15%
Portfolio turnover rate........................ 17% (c) 10% 6% 5% 10% 4%
</TABLE>

- -------------------
(a) Excludes excess investment management fees and other expenses in accordance
with the Expense Limitation Agreement with the Manager.

(b) Aggregate total return for the period.

(d) The Financial Highlights for periods prior to 1997 were audited by other
auditors.

<PAGE> 31

THE FUNDS 31

SMALL COMPANY STOCK FUND

For a Share Outstanding Throughout the Period

<TABLE>
<CAPTION>
SIX MONTHS
ENDED MARCH 4, 1998
JUNE 30, 1999 (INCEPTION DATE)
(UNAUDITED) TO DECEMBER 31, 1998
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD........................... $8.85 $10.00
- ----------------------------------------------------------------------------------------------------
Income from investment operations
Net investment income (a).................................. 0.03 0.05
Net realized and unrealized gain (loss)
on investments......................................... 1.36 (1.15)
- ----------------------------------------------------------------------------------------------------
Total from investment operations........................... 1.39 (1.10)
- ----------------------------------------------------------------------------------------------------
Distributions
Net investment income...................................... - (0.05)
Net realized gain.......................................... (0.00) (0.00)
- ----------------------------------------------------------------------------------------------------
Total distributions........................................ 0.00 (0.05)
- ----------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD................................. $10.24 $8.85
====================================================================================================
TOTAL RETURN................................................... 15.71% (b) (11.02)% (b)
====================================================================================================

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (thousands).......................... $10,982 $7,562
Ratio of gross expenses before voluntary
expense limitation to average net assets................... 2.24% (c) 3.11% (c)
Ratio of net investment income to
average net assets (a)..................................... 0.65% (c) 1.04% (c)
Ratio of expenses to average net assets (a).................... 1.50% (c) 1.50% (c)
Portfolio turnover rate........................................ 18% (c) 20% (c)
</TABLE>

- -------------------
(a) Excludes excess investment management fees and other expenses in accordance
with the Expense Limitation Agreement with the Manager.

(b) Aggregate total return for the period.

<PAGE> 32

32 YOUR ACCOUNT

YOU PAY NO COMMISSIONS OR FEES WHEN YOU BUY, SELL OR EXCHANGE SHARES DIRECTLY
FROM THE DISTRIBUTOR, RE INVESTMENT CORPORATION.

HOW TO BUY, SELL AND EXCHANGE SHARES

You may make transactions on any day Homestead Funds is open for business. See
page 38 for our hours of operation. The following instructions apply to
non-retirement and individual retirement accounts (IRAs). If you are a
participant in an employer-sponsored 401(k), 403(b) or 457 deferred compensation
plan, ask your plan administrator for transaction instructions.

HOW TO BUY SHARES

<TABLE>
<CAPTION>
INITIAL INVESTMENT
BY CHECK
- -------------------------------------------------------------------------------------------------------------------------
<S> <C>
($500 minimum Complete an account application and mail it to:
per Fund, non-retirement Homestead Funds
account/$200 minimum c/o PFPC
per Fund, IRA) P.O. Box 8987
Wilmington, DE 19899
Include a check payable to Homestead Funds.

BY WIRE
- -------------------------------------------------------------------------------------------------------------------------
($500 minimum Complete an account application and mail it to:
per Fund, non-retirement Homestead Funds
account/$200 minimum, c/o PFPC
per Fund, IRA) P.O. Box 8987
Wilmington, DE 19899
Call 1-800-258-3030 before 4:00 p.m. ET on the day you expect to wire
funds to confirm receipt of your account application and to get wire
instructions. Homestead Funds does not charge a fee to receive a wire
transfer, but your bank may charge a fee to send one.

THROUGH AN
AUTOMATIC
INVESTMENT PLAN
- -------------------------------------------------------------------------------------------------------------------------
(no minimum) Complete an account application and mail it to:
Homestead Funds
c/o PFPC
P.O. Box 8987
Wilmington, DE 19899
See page 39 for information on this service.

SUBSEQUENT INVESTMENT
BY CHECK
- -------------------------------------------------------------------------------------------------------------------------
(no minimum) Send a check, payable to Homestead Funds, to:
Homestead Funds
c/o PFPC
P.O. Box 8987
Wilmington, DE 19899
Write your account number on the check.

BY WIRE
- -------------------------------------------------------------------------------------------------------------------------
(no minimum) Call 1-800-258-3030 before 4:00 p.m. ET on the day you expect to wire
funds to get wire instructions. Homestead Funds does not charge a fee to
receive a wire transfer, but your bank may charge a fee to send one.

BY ACH TRANSFER
- -------------------------------------------------------------------------------------------------------------------------
(no minimum) Call 1-800-258-3030 before 4:00 p.m. ET. We will take your instructions over the
phone and transfer money from the bank account listed on your account applica-
tion to your fund account. In order to use this service, you must have authorized
telephone privileges and your bank must be a member of the ACH network.
</TABLE>

<PAGE> 33

YOUR ACCOUNT 33

HOW TO SELL SHARES

Daily Income Fund investors may also redeem shares by writing checks against
their account. See page 40 for more information.

<TABLE>
<CAPTION>
BY MAIL PAYMENT METHOD
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Send a letter to: Check mailed within
Homestead Funds seven days
c/o PFPC
P.O. Box 8987
Wilmington, DE 19899

Include the name of the Fund, the dollar amount or the number of shares to be
sold, the name of the account owners and your account number. Your letter must
be signed by all registered account owners. Sign your name exactly as shown in
the account registration. Check the Signature Guarantee section on page 37 to
see if your signature needs to be guaranteed.

If you elected to receive stock certificates for your shares, you must endorse
and include these with your letter of instructions. Certificates must be signed
by all registered account owners. Sign your name exactly as shown in the account
registration. Signatures must be guaranteed.

If you have an estate, trust, guardianship, custodianship, partnership, pension
or profit sharing account, you may be required to send other documents to
authorize a redemption. Call Homestead Funds at 1-800-258-3030.

BY PHONE PAYMENT METHOD
- --------------------------------------------------------------------------------------------------------------------------------
Check mailed to address of
Call 1-800-258-3030. In order to use this service, you must have authorized record within seven days
telephone privileges. --or--

You cannot make telephone redemptions if stock certificates for the shares Funds transferred
involved have been issued and are still outstanding. electronically to bank
account of record
For Traditional and Roth IRAs only, you must meet the age requirement for distributions (We send funds by
(age 59 1/2 or older) in order to redeem by phone. See page 35 for additional ACH transfer unless you
restrictions and guidelines. Homestead Funds and its agents will not be liable for any request a wire transfer.
losses unless you properly notify them prior to 60 days from the date of the We charge a nominal
transaction and the loss is due to the negligence of Homestead Funds or its agents. A fee to send a wire.)
properly executed application or other authorized form of Homestead Funds must be
received to authorize this option.

If you have a trust, guardianship, custodianship, partnership, pension or profit
sharing account, you may need to complete additional documents to authorize
telephone redemptions. You cannot make telephone redemptions from an estate account.

</TABLE>

<PAGE> 34

34 YOUR ACCOUNT

HOW TO EXCHANGE SHARES

An exchange is technically a redemption and subsequent investment. Depending on
the Funds and types of accounts involved, it may be a taxable event.

<TABLE>
<CAPTION>
BY MAIL
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C>
(no minimum if Send a letter to:
exchanging between Homestead Funds
existing accounts/ c/o PFPC
$100 minimum if P.O. Box 8987
exchanging to a Wilmington, DE 19899
new account)
Specify the Fund names, owners' names and account numbers for
the Funds you're exchanging from and to. If exchanging to a new
account, write "New" instead of an account number. Tell us the dol-
lar amount or number of shares you wish to exchange. Your letter
must be signed by all registered account owners. Sign your name
exactly as shown in the account registration.

Check the Signature Guarantee section on page 37 to see if your
signature needs to be guaranteed.

Specify any services (e.g. Automatic Investment, telephone privileges)
established for your current account that you want to include on the
account you're exchanging to.

BY PHONE
- --------------------------------------------------------------------------------------------------------------------------------
(no minimum if Call 1-800-258-3030. The Funds you're exchanging from and to
exchanging between must be identically registered.
existing accounts/
$100 minimum if You cannot make telephone exchanges if stock certificates for the
exchanging to a shares involved have been issued and are still outstanding.
new account)
If you have a trust, guardianship, custodianship, partnership,
pension or profit sharing account, you may need to complete addi-
tional documents to authorize telephone exchanges. You cannot
make telephone exchanges from an estate account.
</TABLE>

<PAGE> 35

YOUR ACCOUNT 35

CONDITIONS OF PURCHASE

All purchases must be made in U.S. dollars and, to avoid fees and delays, all
checks must be drawn on U.S. banks. No cash will be accepted. Homestead Funds
and its distributor reserve the right to reject any purchase for any reason and
to cancel any purchase due to nonpayment. If your purchase is canceled due to
nonpayment or because your check does not clear (and, therefore, we are required
to redeem your account), you will be responsible for any loss the Funds incur.

BROKER-DEALERS

You may also buy shares of the Homestead Funds from an authorized broker-dealer.
A broker-dealer may charge you a transaction fee or take a commission from your
investment for this service.

DETERMINATION OF "GOOD ORDER"

Purchases are not binding on Homestead Funds or its distributor or considered
received until requests are received by the transfer agent in "good order." For
the Daily Income Fund, investments made by federal funds wire or ACH transfer
are considered to be in "good order" upon our receipt of the wire. Daily Income
Fund investments made by other methods, including personal check, must be
converted to federal funds before we consider them to be in "good order." Checks
drawn on banks which are members of the Federal Reserve system are usually
converted to federal funds within one business day. Checks drawn on non-member
financial institutions may take longer. Investments made to other Homestead
Funds are considered to be in "good order" when received.

HOW WE HANDLE INCOMPLETE INSTRUCTIONS

If your instructions to buy, sell or exchange shares are not complete, we will
try to contact you. If we don't receive further instructions within a reasonable
period of time, we will return your request and any checks sent with it.

REDEMPTION PAYMENTS

If you instruct us to redeem shares you recently purchased by personal,
corporate or government check, your redemption payment will be held until your
purchase check has cleared. This usually takes no more than 10 days from our
receipt of the purchase check. Your transaction will be priced on the day we
receive your redemption request.

WHEN TRANSACTIONS ARE PRICED

Investments, redemptions and exchanges received in "good order" before 4:00 p.m.
ET are priced at the Fund's net asset value per share at the market's close on
that business day. Telephone redemptions and telephone exchanges made after 4:00
p.m. ET will be priced at the Fund's net asset value per share at the market's
close on the following business day. Telephone investments made after 4:00 p.m.
ET will not be accepted. We will disregard any instruction to process
transactions on a specific date.

<PAGE> 36

36 YOUR ACCOUNT

HOW FUND PRICES ARE DETERMINED

Each Fund's net asset value per share is determined by adding the value of all
securities, cash and other assets of the Fund, subtracting liabilities
(including accrued expenses and dividends payable) and dividing the result by
the total number of outstanding shares in the Fund.

WHEN CALCULATED--Each Fund's net asset value per share is calculated as of the
close of regular trading on the New York Stock Exchange (typically 4:00 p.m.
ET). Net asset values per share are calculated every day the New York Stock
Exchange is open for trading. The Exchange is closed on weekends and all major
holidays.

VALUATION METHODOLOGY (DAILY INCOME FUND)--For purposes of calculating the Daily
Income Fund's net asset value per share, portfolio securities are valued on the
basis of amortized cost, which does not take into account unrealized gains or
losses on the portfolio securities. Amortized cost valuation involves initially
valuing a security at its cost, and thereafter assuming a constant amortization
to maturity of any discount or premium, regardless of the impact of fluctuating
interest rates on the market value of the security. While this method provide
certainty in valuation, it may result in periods during which the value of a
security, as determined by amortized cost, may be higher or lower than the price
the Daily Income Fund would receive if it sold the security.

VALUATION METHODOLOGY (ALL OTHER FUNDS)--Portfolio securities are valued
primarily based on market quotations, or if market quotations are not available,
by a method that the Board of Directors believes accurately reflects fair value.

STOCK CERTIFICATES

If you have been a shareholder for at least 30 days and want to receive
certificates for your shares, send a letter of instruction to:

Homestead Funds
c/o PFPC
P.O. Box 8987
Wilmington, DE 19899

Stock certificates are not issued for the Daily Income Fund. If you wish to
redeem or exchange shares for which you have been issued certificates, you need
to endorse and return the certificates before we can process your transaction.
For this reason, most shareholders elect not to receive certificates. If you
lose certificates, there may be a charge to replace them.

<PAGE> 37

YOUR ACCOUNT 37

SIGNATURE GUARANTEES

A signature guarantee is proof that your signature is authentic. We require a
specific type of signature guarantee, known as a medallion stamp.

WHEN NEEDED--A medallion stamp is required when you...

- - endorse stock certificates

- - instruct us to redeem amounts of $50,000 or more (unless you are redeeming
shares by phone)

- - instruct us to mail or wire redemption proceeds to an address other than the
address of record

- - instruct us to make a redemption check payable to someone other than the
registered account owner(s)

- - instruct us to exchange shares between accounts that have different
registrations.

For estate, trust and other non-individual accounts, there are other instances
when you may need a medallion stamp. Please check with a Homestead Funds'
representative.

WHERE TO OBTAIN--You can get a medallion stamp from any of the following
financial institutions authorized to issue them...

- - bonded banks

- - securities brokers or dealers

- - credit unions

- - savings and loan associations, building and loan associations, cooperative
banks, federal savings banks and associations

- - national securities exchanges, registered securities exchanges and securities
clearing houses.

We will not accept a guarantee from a notary in lieu of a medallion stamp
because notaries do not compensate you or Homestead Funds in case of fraud.

MINIMUM ACCOUNT SIZE

Due to the relatively high cost of maintaining small accounts, Homestead Funds
reserves the right to close your account if the value of the account falls below
$500 as the result of redemptions or if you elect to participate in the
automatic investment plan and stop making investments before the account reaches
$500. Before closing your account, we will notify you in writing and give you 60
days to bring your account balance to at least $500.

EXCESSIVE TRADING

To protect all shareholders against costs associated with excessive trading, the
Value Fund and Small Company Stock Fund may at their discretion limit
shareholders to one exchange per calendar quarter. Shareholders would be
notified in writing if such a policy were to be implemented. This policy would
not prevent you from making redemptions.

<PAGE> 38

38 SERVICES

TO ASK A QUESTION ABOUT YOUR HOMESTEAD FUNDS ACCOUNT OR MAKE TRANSACTIONS BY
PHONE, CALL 1-800-258-3030.

IMPORTANT ADDRESSES AND PHONE NUMBERS

Send transaction instructions and account inquiries to...

REGULAR MAIL
Homestead Funds
c/o PFPC
P.O. Box 8987
Wilmington, DE 19899

OVERNIGHT MAIL
Homestead Funds
c/o PFPC
400 Bellevue Parkway, Suite 108
Wilmington, DE 19809
Attention: Shareholder Services

Send requests for general fund information and sales literature to...

Homestead Funds
4301 Wilson Boulevard, RSI8-305
Arlington, VA 22203
Attention: Matthew Lynch

To reach a Homestead Funds representative by phone, call...
1-800-258-3030

Our fax number is...
1-703-907-5606

Shareholders are responsible for confirming receipt. We will not accept a
signature guarantee sent by fax.

HOURS OF OPERATION

You may buy, sell or exchange shares of Homestead Funds on any day the New York
Stock Exchange is open. The Exchange is closed on weekends and all major
holidays.

Representatives are available on business days from 8:30 a.m. to 5:00 p.m., ET.
If you've established telephone privileges, representatives can take your
instructions to buy, sell (non-retirement accounts only) or exchange shares over
the phone. Telephone transactions must be made by 4:00 p.m. ET to be priced at
the Fund's closing price on that business day. For transaction instructions, see
page 32.

24-HOUR, AUTOMATED TELEPHONE SERVICE

To hear a recording of the Funds' most recent net asset values, call
1-800-258-3030, prompter one. This hotline is available 24 hours a day, seven
days a week.

ACCOUNT STATEMENTS

CONFIRMATION STATEMENT--Whenever you buy or sell shares or have distributions
reinvested in your account, we send a confirmation statement. This statement
shows the date of the transaction, number of shares involved and share price.

MONTHLY AND YEAR-END STATEMENT--We send statements at the beginning of every
month showing all activity in your account during the previous month. Your
December monthly statement, mailed in early January, lists all activity in your
account during the previous year.

FUND REPORTS

Shareholders receive reports twice a year. Reports include a summary of the
financial markets, an explanation of fund strategy, performance, portfolio
holdings and financial statements. The semi-annual report covers the six-month
period ending June 30; the annual report covers the 12-month period ending
December 31.

<PAGE> 39

SERVICES 39

TELEPHONE TRANSACTION PRIVILEGES

We can take your instructions to buy, sell or exchange fund shares over the
phone. See the transaction instructions section beginning on page 28, for
procedures.

HOW TO AUTHORIZE--Use the account application to authorize us to act on your
instructions to buy or sell shares. You are automatically authorized to make
telephone exchanges. Use the account application to decline this service. To
modify your telephone transaction privileges for an existing account, send us a
letter.

IRA TELEPHONE REDEMPTIONS- Telephone redemptions from IRA accounts are accepted
only for Traditional and Roth IRAs (not for SEP, SIMPLE and Education IRAs) and
only for shareholders who meet the age requirement for IRA distributions (59 1/2
or older). Telephone withdrawals are limited to $100,000 per day. Distributions
from Traditional IRAs are generally taxable as income. Our representative will
ask you if you would like a portion of your redemption amount withheld for
payment of taxes. You may accept or decline this option. See page 29 for
additional restrictions and guidelines.

BUSY PERIODS--We strive to answer calls promptly at all times. However, during
periods of exceptionally high market volatility, you may have trouble reaching a
representative by phone. If this occurs, please consider sending your
transaction instructions by overnight mail. Address on page 38.

SAFEGUARDS AND LIMITS TO LIABILITY--Homestead Funds and PFPC, our transfer
agent, have established procedures designed to protect you and the Funds from
loss. We will take reasonable steps to confirm your identity before accepting
your instructions, we will tape record your instructions and we will send a
statement confirming your transaction. In light of these procedures, Homestead
Funds will not be liable for following instructions we or our transfer agent
believe to be genuine.

AUTOMATIC INVESTMENT/REDEMPTION PLANS

AUTOMATIC INVESTMENT (BY ACH TRANSFER)--You can invest automatically by having a
set amount of money moved from your bank account to your Homestead Funds
account. The transfer takes place on or about the 20th of each month. You
determine the amount to transfer. Your bank must be located in the U.S. and must
participate in the ACH network. Homestead Funds does not charge a fee for this
service, but your bank might. Check with your bank before establishing this
service.

AUTOMATIC INVESTMENT (BY PAYROLL DEDUCTION)--You can invest automatically by
having money deducted from your paycheck, Social Security or other federal
government check and directed to your Homestead Funds account. Money is invested
as soon as we receive it from the sender, typically on or about the date your
check is issued. You determine the amount to invest. Check with your employer to
be sure they can accommodate payroll deduction plans before you establish this
service.

AUTOMATIC WITHDRAWAL--You can redeem shares of your Homestead Funds accounts
automatically and have the proceeds transferred to your bank account. The
transfer takes place on or about the 25th of each month. You determine the
amount to transfer. Your bank must be located in the U.S. and must participate
in the ACH network. Homestead Funds does not charge a fee for this service, but
your bank might. Check with your bank before establishing this service.

<PAGE> 40

40 SERVICES

FOR IRAs--If making automatic investments to an IRA, be sure your investments do
not exceed your total annual IRA contribution limit. In order to make automatic
withdrawals from an IRA, you must be 59 1/2 or older.

CHECKWRITING

ELIGIBILITY--Daily Income Fund shareholders can write checks against their Fund
account. If your Daily Income Fund account is a retirement account, you can
write checks only if you meet the IRA age requirement for distributions (59 1/2
or older).

MINIMUM AMOUNT--Checks must be written for $100 or more. No taxes will be
withheld from check amounts.

ORDERING CHECKS--If you elect checkwriting on your account application and fund
your account by check or wire, you receive your first book of checks
automatically. To add checkwriting privileges to an existing account or request
additional checks, call 1-800-258-3030. There is a nominal charge for check
orders. This charge is automatically deducted from your Daily Income Fund
account.

CHECK PROCESSING AND STOP PAYMENTS--Checks are processed by our transfer agent,
PFPC. This service is subject to their rules and governed by the Delaware
Uniform Commercial Code. To stop payment on a check, call 1-800-258-3030. PFPC
does not charge a fee to process checks or stop payment on a check.

CHECKS WRITTEN AGAINST NEWLY OPENED ACCOUNTS--If you opened your account with a
personal, corporate or government check, there is a clearing period of typically
no more than 10 days. If you attempt to write a redemption check before your
investment check has cleared, your redemption check will be returned for
insufficient funds.

INSUFFICIENT FUNDS--If you write a check for an amount that exceeds your Daily
Income Fund account balance your check will be returned for insufficient funds.
We will not automatically transfer money from other Homestead Fund accounts to
cover your check.

RETIREMENT ACCOUNTS

INDIVIDUAL RETIREMENT ACCOUNTS (IRAs)--You can open a Traditional IRA, Roth IRA,
SEP-IRA, SIMPLE IRA or Education IRA in any of the Homestead Funds. To request
an IRA application, call 1-800-258-3030.

EMPLOYER-SPONSORED PLANS--Your employer may offer the Homestead Funds as
investment options available to participants in a 401(k), 403(b) or 457
(deferred compensation) plan. If your employer's plan does not offer the
Homestead Funds, ask your plan administrator to call us at 1-800-285-3030.

SERVICE CHANGES POLICY

Homestead Funds may change the terms of these programs or discontinue a service.
If we do so, we'll provide 60 days notice to shareholders.

<PAGE> 41

ADDITIONAL INFORMATION 41

The following materials provide more information about the Homestead Funds and
are available upon request.

STATEMENT OF ADDITIONAL INFORMATION

The Statement of Additional Information lists other Fund management and
investment policies. The Statement of Additional Information is incorporated by
reference into this prospectus (is legally considered to be a part of this
document.)

REPORTS

Additional information about Fund investments is available in the annual and
semi-annual reports to shareholders. Here you will find a discussion of the
market conditions and investment strategies that significantly affected Fund
performance.

To order materials to be sent to you at no cost, write or call...

Homestead Funds
4301 Wilson Boulevard, RSI8-305
Arlington, VA 22203
Attention: Matthew Lynch
1-800-258-3030

These documents are also on file with the Securities & Exchange Commission. You
can view text-only versions online at www.sec.gov or, for a fee, request copies
from the Commission's public reference room.

450 Fifth Street, NW
Washington, DC 20549
Call 1-800-SEC-3030 for
reference room information.

Homestead Funds Investment Company Act File Number: 811-06136

<PAGE> 42

HOMESTEAD FUNDS, INC.
4301 Wilson Boulevard
Arlington, VA 22203

STATEMENT OF ADDITIONAL INFORMATION

This Statement of Additional Information is not a Prospectus, but should be read
in conjunction with the Prospectus about the Funds dated October 28, 1999,
which may be obtained by telephoning Homestead Funds, Inc. c/o PFPC, Inc. at
1-800-258-3030.

The date of this Statement of Additional Information is October 28, 1999.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
ITEM PAGE
<S> <C>
General Information and History 2
Investment Restrictions 2
Description of Certain Investments 6
Management of the Homestead Funds 15
Committees of the Board of Directors 17
Principal Holders of Securities 17
Investment Management and Other Services 17
Custodian 21
Brokerage Allocation and Other Practices 21
Purchase and Redemption of Securities Being Offered 23
Determination of Net Asset Value 24
Distribution of Shares 25
Taxes 25
Capital Stock and Corporate Matters 27
Performance Information About the Funds 27
Independent Auditors 32
Legal Matters 32
Appendix 33
</TABLE>

GENERAL INFORMATION AND HISTORY

Homestead Funds, Inc. ("Homestead Funds") is a Maryland corporation registered
with the Securities and Exchange Commission ("SEC") under the Investment Company
Act of 1940 ("1940 Act") as a diversified, open-end management investment
company, commonly known as a "mutual fund."

1
<PAGE> 43

The Homestead Funds currently consist of six portfolios, the Daily Income Fund,
the Short-Term Government Securities Fund, the Short-Term Bond Fund, the Stock
Index Fund (the " Index Fund"), the Value Fund and the Small Company Stock Fund,
each of which represents a separate series of capital stock in the Homestead
Funds having different investment objectives, investment programs, policies, and
restrictions. The Daily Income Fund, Short-Term Government Securities Fund,
Short-Term Bond Fund, Stock Index Fund, Value Fund and Small Company Stock Fund
are sometimes referred to individually as the "Fund" and collectively as the
"Funds."

All of the Funds, except the Stock Index Fund, are advised and managed by RE
Advisers Corporation ("RE Advisers"), which directs the day-to-day operations of
each Fund and the investment of each Fund's assets. RE Advisers is an indirect,
wholly-owned subsidiary of National Rural Electric Cooperative Association
("NRECA"), a non-profit membership organization whose members provide electric
light and power and other services to more than 25 million people in 46 states.
The Stock Index Fund invests in a separate investment company managed by Bankers
Trust Company.

INVESTMENT RESTRICTIONS (ALL FUNDS EXCEPT THE INDEX FUND)

In addition to the restrictions set forth in the Prospectus with respect to each
Fund (except the Index Fund), which are described as fundamental investment
policies, investment restrictions (1), (2), (3), (5), (7) (11), (14), and (16)
described below, have been adopted as fundamental investment policies of each
Fund (except the Index Fund). Such fundamental investment policies may be
changed only with the consent of a "majority of the outstanding voting
securities" of the particular Fund. As used in the Prospectus and in this
Statement of Additional Information, the term "majority of the outstanding
voting shares" means the lesser of (1) 67% of the shares of a Fund present at a
meeting where the holders of more than 50% of the outstanding shares of a Fund
are present in person or by proxy, or (2) more than 50% of the outstanding
shares of a Fund. Shares of each Fund will be voted separately on matters
affecting only that Fund, including approval of changes in the fundamental
objectives, policies, or restrictions of that Fund.

The following investment restrictions apply to each Fund (except the Index Fund)
except as indicated to the contrary.

A FUND WILL NOT:

(1) Margin and Short Sales: Purchase securities on margin or sell securities
short, except the Short-Term Bond Fund and the Value Fund may make margin
deposits in connection with permissible options and futures transactions subject
to (5) and (8) below and may make short sales against the box. As a matter of
operating policy, the Short-Term Bond Fund and the Value Fund have no current
intention, in the foreseeable future (i.e., the next year), of making short
sales against the box;

(2) Senior Securities and Borrowing: Issue any class of securities senior to any
other class of securities, although each Fund may borrow for temporary or
emergency purposes. Each Fund may borrow up to 10% of its total assets. No
additional securities will be purchased for a Fund when borrowed money exceeds
5% of the Fund's total assets. The Short-Term Bond Fund and Value Fund may each
enter into futures contracts subject to (5) below;

(3) Real Estate: Purchase or sell real estate, or invest in real estate limited
partnerships, except each Fund may, as appropriate and consistent with its
respective investment objectives, investment program, policies and other
investment restrictions, buy securities of issuers that engage in real estate
operations and securities that are secured by interests in real estate
(including shares of real estate investment trusts, mortgage pass-through
securities, mortgage-backed securities, and collateralized mortgage obligations)
and may hold and sell real estate acquired as a result of ownership of such
securities;

(4) Control of Portfolio Companies: Invest in portfolio companies for the
purpose of acquiring or exercising control of such companies;

(5) Commodities: Purchase or sell commodities and invest in commodities futures
contracts, except that the Short-Term Bond Fund and the Value Fund may each
enter into only futures contracts and options thereon that are listed on a
national securities or commodities exchange where, as a result thereof, no more
than 5% of the total assets for that Fund (taken at market value at the time of
entering into the futures contracts) would be committed to margin deposits on
such future contracts and premiums paid for unexpired options on such futures
contracts; provided that, in the case of an option that is "in-the-money" at the
time of purchase, the "in-the-money" amount, as

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defined under Commodity Futures Trading Commission regulations, may be excluded
in computing such 5% limit. The Short-Term Bond Fund and the Value Fund will
each utilize only listed futures contract and options thereon. As a matter of
operating policy, Short-Term Bond Fund and the Value Fund have no current
intention, in the foreseeable future (i.e., the next year), of entering into
futures contracts or options thereon;

(6) Investment Companies: Invest in the securities of other open-end investment
companies, except that each Fund may purchase securities of other open-end
investment companies provided that each such Fund (i) owns no more than 3% of
the total outstanding voting securities of any one investment company and (ii)
invests no more than 5% of its total assets in the securities of any one
investment company or 10% in all other investment companies in the aggregate.
Further, as a matter of operating policy, the Daily Income Fund will limit its
investments in other investment companies in accordance with the diversification
requirements for money market funds specified in (16) below. The Short-Term
Government Securities Fund may purchase shares of other investment companies
which invest in U.S. Government securities.

(7) Underwriting: Underwrite securities issued by other persons, except to the
extent that a Fund may be deemed to be an underwriter, within the meaning of the
Securities Act of 1933, in connection with the purchase of securities directly
from an issuer in accordance with that Fund's investment objectives, investment
program, policies, and restrictions;

(8) Options, Straddles and Spreads: Invest in puts, calls, straddles, spreads or
any combination thereof, except that the Short-Term Bond Fund and the Value Fund
each may invest in and commit its assets to writing and purchasing only put and
call options that are listed on a national securities exchange and issued by the
Options Clearing Corporation to the extent permitted by the Prospectus and this
Statement of Additional Information. In order to comply with the securities laws
of several states, neither the Short-Term Bond Fund nor the Value Fund (as a
matter of operating policy) will write a covered call option if, as a result,
the aggregate market value of all portfolio securities covering call options or
subject to put options for that Fund exceeds 25% of the market value of that
Fund's net assets. In addition, the Short-Term Bond Fund and the Value Fund will
utilize only listed options issued by the Options Clearing Corporation. The
Short-Term Bond Fund and the Value Fund have no current intention, in the
foreseeable future (i.e., the next year), of investing in options, straddles and
spreads;

(9) Oil and Gas Programs: Invest in interests in oil, gas, or other mineral
exploration or development programs or oil, gas and mineral leases, although
investments may be made in the securities of issuers engaged in any such
businesses;

(10) Ownership of Portfolio Securities by Officers and Directors: Purchase or
retain the securities of any issuer if to the knowledge of the Homestead Funds,
those officers and directors of the Homestead Funds or RE Advisers who
individually own more than 1/2 of 1% of the securities of such issuer
collectively own more than 5% of the securities of such issuer;

(11) Loans: Make loans, except that each Fund in accordance with that Fund's
investment objectives, investment program, policies, and restrictions may: (i)
invest in a portion of an issue of publicly issued or privately placed bonds,
debentures, notes, and other debt securities for investment purposes, and (ii)
purchase money market securities and enter into repurchase agreements, provided
such instruments are fully collateralized and marked to market daily;

(12) Unseasoned Issuers: Invest more than 5% of its total assets in securities
of issuers, including their predecessors and unconditional guarantors, which, at
the time of purchase, have been in operation for less than three years, other
than obligations issued or guaranteed by the United States Government, its
agencies, and instrumentalities;

(13) Restricted Securities, Securities Not Readily Marketable, and Illiquid
Securities: Knowingly purchase or otherwise acquire any security or invest in a
repurchase agreement if, as a result, more than 15% of the net assets of the
Short-Term Government Securities Fund, Short-Term Bond Fund, Value Fund and
Small Company Stock Fund (10% of the net assets of the Daily Income Fund) would
be invested in securities that are restricted, illiquid, or not readily
marketable, including repurchase agreements maturing in more than seven days and
foreign issuers whose securities are not listed on a recognized domestic or
foreign exchange. The Short-Term Government Securities Fund will only invest in
repurchase agreements collateralized by U.S. Government securities or by
securities issued by agencies and instrumentalities of the U.S. Government and
guaranteed by the U.S. Government. As a matter of operating policy, in
compliance with certain state regulations, no more than 5% of any Fund's total
assets will be invested in restricted securities;

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(14) Mortgaging: Mortgage, pledge, or hypothecate in any other manner, or
transfer as security for indebtedness any security owned by a Fund, except (i)
as may be necessary in connection with permissible borrowings (in which event
such mortgaging, pledging, and hypothecating may not exceed 10% of each Fund's
total assets) and (ii) with respect to the Short-Term Bond Fund, Value Fund and
Small Company Stock Fund, as may be necessary, in connection with the use of
options and futures contracts;

(15) Warrants: The Daily Income Fund, Short-Term Government Securities Fund and
Short-Term Bond Fund will not invest in warrants. The Value Fund and Small
Company Stock Fund will limit its investment in warrants to no more than 5% of
its net assets, valued at the lower of cost or market value, and will further
limit its investment in unlisted warrants to no more than 2% of its net assets.

(16) Diversification: Make an investment unless 75% of the value of that Fund's
total assets is represented by cash, cash items, U.S. Government securities,
securities of other investment companies and other securities. For purposes of
this restriction, the purchase of "other securities" is limited so that no more
than 5% of the value of the Fund's total assets would be invested in any one
issuer. As a matter of operating policy, each Fund will not consider repurchase
agreements to be subject to the above-stated 5% limitation if all the collateral
underlying the repurchase agreements are U.S. Government securities and such
repurchase agreements are fully collateralized. Further, as a matter of
operating policy, the Daily Income Fund will invest no more than 5% of the value
of that Fund's total assets in securities of any one issuer, other than U.S.
Government securities, except that the Daily Income Fund may invest up to 25% of
its total assets in First Tier Securities (as defined in Rule 2a-7 under the
1940 Act) of a single issuer for a period of up to three business days after the
purchase of such security. Further, as a matter of operating policy, the Daily
Income Fund will not invest more than (i) the greater of 1% of its total assets
or $1,000,000 in Second Tier Securities (as defined in Rule 2a-7 under the 1940
Act) of a single issuer and (ii) 5% of the Daily Income Fund's total assets,
when acquired, in Second Tier Securities.

NON-PRINCIPAL INVESTMENT STRATEGIES AND RISKS (INDEX FUND)

The Index Fund may:

1. Purchase or sell securities on a when-issued or forward commitment
basis. The purchase or sale of when-issued securities enables an
investor to hedge against anticipated changes in interest rates and
prices by locking in an attractive price or yield. The price of
when-issued securities is fixed at the time the commitment to purchase
or sell is made, but delivery and payment for the when-issued
securities take place at a later date, normally one to two months after
the date of purchase. During the period between purchase and
settlement, no payment is made by the purchaser to the issuer and no
interest accrues to the purchaser. Such transactions therefore involve
a risk of loss if the value of the security to be purchased declines
prior to the settlement date or if the value of the security to be sold
increases prior to the settlement date. A sale of a when-issued
security also involves the risk that the other party will be unable to
settle the transaction. Purchases and sales of securities on a forward
commitment basis involve a commitment to purchase or sell securities
with payment and delivery to take place at some future date, normally
one to two months after the date of the transaction. As with
when-issued securities, these transactions involve certain risks, but
they also enable an investor to hedge against anticipated changes in
interest rates and prices. Forward commitment transactions are executed
for existing obligations, whereas in a when-issued transaction, the
obligations have not yet been issued. When purchasing securities on a
when-issued or forward commitment basis, a segregated account of liquid
assets at least equal to the value of purchase commitments for such
securities will be maintained until the settlement date.

2. Invest in other investment companies to the extent permitted by the
Investment Company Act of 1940 ("1940 Act") or exemptive relief granted
by the Securities and Exchange Commission ("SEC").

3. Loan securities to broker-dealers or other institutional investors.
Securities loans will not be made if, as a result, the aggregate amount
of all outstanding securities loans by the Portfolio exceeds 33 1/3% of
its total assets (including the market value of collateral received).
For purposes of complying with the Portfolio's investment policies and
restrictions, collateral received in connection with securities loans
is deemed an asset of the Portfolio to the extent required by law. The
Manager receives compensation for administrative and oversight
functions with respect to securities lending. The amount of such
compensation depends on the income generated by the loan of the
securities. The Portfolio continues to receive interest on the
securities loaned and simultaneously earns either interest on the
investment of the cash collateral or fee income if the loan is
otherwise collateralized.

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4. Enter into repurchase agreements. A repurchase agreement is an
agreement under which securities are acquired by the Portfolio from a
securities dealer or bank subject to resale at an agreed upon price on
a later date. The acquiring Portfolio bears a risk of loss in the event
that the other party to a repurchase agreement defaults on its
obligations and the Portfolio is delayed or prevented from exercising
its rights to dispose of the collateral securities. However, BT
attempts to minimize this risk by entering into repurchase agreements
only with financial institutions which are deemed to be of good
financial standing and which have been approved by the Equity 500 Index
Portfolio's Board of Trustees ("Equity 500 Index Portfolio Board").

5. Purchase securities in private placement offerings made in reliance
on the "private placement" exemption from registration afforded by
Section 4(2) of the Securities Act of 1933 ("1933 Act"), and resold to
qualified institutional buyers under Rule 144A under the 1933 Act
("Section 4(2) securities"). The Portfolio will not invest more than
15% of its respective net assets in Section 4(2) securities and
illiquid securities unless the applicable investment adviser
determines, by continuous reference to the appropriate trading markets
and pursuant to guidelines approved by the Equity 500 Index Portfolio
Board, that any Section 4(2) securities held by the Portfolio in excess
of this level are at all times liquid.

INVESTMENT RESTRICTIONS

The Index Fund has the following non-fundamental investment policy that enables
it to invest in the Portfolio:

Notwithstanding any other limitation, the Index Fund may invest all of
its investable assets in an open-end management investment company with
substantially the same investment objectives, policies and limitations
as the Index Fund. For this purpose, "all of the Index Fund's
investable assets" means that the only investment securities that will
be held by the Index Fund will be the Index Fund's interest in the
investment company.

All other non-fundamental investment policies and the fundamental policies of
the Index Fund and the Portfolio are identical. Therefore, although the
following discusses the investment policies of the Equity 500 Index Portfolio
and its Board, it applies equally to the Index Fund and its Board of Directors
("Board").

EQUITY 500 INDEX PORTFOLIO

The following investment restrictions are "fundamental policies" of the Equity
500 Index Portfolio and may be changed with respect to the Portfolio only by the
majority vote of the Portfolio's outstanding interests, as defined above.
Whenever the Index Fund is requested to vote on a change in the fundamental
policy of the Portfolio, the Index Fund will hold a meeting of its shareholders
and will cast its votes as instructed by its shareholders. The percentage of the
Index Fund's votes representing Index Fund shareholders not voting will be voted
by the Board in the same proportion as the Index Fund shareholders who do, in
fact, vote.

The Equity 500 Index Portfolio may not:

1. Borrow money or mortgage or hypothecate assets of the Portfolio,
except that in an amount not to exceed 33 1/3% of the current value of
the Portfolio's net assets, it may borrow money as a temporary measure
for extraordinary or emergency purposes and enter into reverse
repurchase agreements or dollar roll transactions, and except that it
may pledge, mortgage or hypothecate not more than 33 1/3% of such
assets to secure such borrowings (it is intended that money would be
borrowed only from banks and only either to accommodate requests for
the withdrawal of beneficial interests (redemption of shares) while
effecting an orderly liquidation of portfolio securities or to maintain
liquidity in the event of an unanticipated failure to complete a
portfolio security transaction or other similar situations) or reverse
repurchase agreements, provided that collateral arrangements with
respect to options and futures, including deposits of initial deposit
and variation margin, are not considered a pledge of assets for
purposes of this restriction and except that assets may be pledged to
secure letters of credit solely for the purpose of participating in a
captive insurance company sponsored by the Investment Company
Institute. (As an operating policy, the Portfolio may not engage in
dollar roll transactions).

2. Underwrite securities issued by other persons except insofar as the
Portfolio may technically be deemed an underwriter under the 1933 Act
in selling a portfolio security.

3. Make loans to other persons except: (a) through the lending of the
Portfolio's portfolio securities and provided that any such loans not
exceed 30% of the Portfolio's net assets (taken at market value); (b)
through the use of repurchase agreements or the

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purchase of short-term obligations; or (c) by purchasing a portion of
an issue of debt securities of types distributed publicly or privately.

4. Purchase or sell real estate (including limited partnership
interests but excluding securities secured by real estate or interests
therein), interests in oil, gas or mineral leases, commodities or
commodity contracts (except futures and option contracts) in the
ordinary course of business (except that the Portfolio may hold and
sell, for the Portfolio's portfolio, real estate acquired as a result
of the Portfolio's ownership of securities).

5. Concentrate its investments in any particular industry (excluding
U.S. Government securities), but if it is deemed appropriate for the
achievement of the Portfolio's investment objective, up to 25% of its
total assets may be invested in any one industry.

6. Issue any senior security (as that term is defined in the 1940 Act)
if such issuance is specifically prohibited by the 1940 Act or the
rules and regulations promulgated thereunder, provided that collateral
arrangements with respect to options and futures, including deposits of
initial deposit and variation margin, are not considered to be the
issuance of a senior security for purposes of this restriction.

7. With respect to 75% of the Portfolio's total assets, invest more
than 5% of its total assets in the securities of any one issuer
(excluding cash and cash-equivalents, U.S. government securities and
the securities of other investment companies) or own more than 10% of
the voting securities of any issuer.

In order to comply with certain statutes and policies the Equity 500 Index
Portfolio will not as a matter of operating policy:

1. Borrow money for any purpose in excess of 10% of the Portfolio's
total assets (taken at cost) except that the Portfolio may borrow for
temporary or emergency purposes up to 33 1/3% of its total assets.

2. Pledge, mortgage or hypothecate for any purpose in excess of 10% of
the Portfolio's total assets (taken at market value), provided that
collateral arrangements with respect to options and futures, including
deposits of initial deposit and variation margin, and repurchase
agreements are not considered a pledge of assets for purposes of this
restriction.

3. Purchase any security or evidence of interest therein on margin,
except that such short-term credit as may be necessary for the
clearance of purchases and sales of securities may be obtained and
except that deposits of initial deposit and variation margin may be
made in connection with the purchase, ownership, holding or sale of
futures.

4. Sell securities it does not own such that the dollar amount of such
short sales at any one time exceeds 25% of the net equity of the
Portfolio, and the value of securities of any one issuer in which the
Portfolio is short exceeds the lesser of 2.0% of the value of the
Portfolio's net assets or 2.0% of the securities of any class of any
U.S. issuer and, provided that short sales may be made only in those
securities which are fully listed on a national exchange or a foreign
exchange. This provision does not include the sale of securities which
the Portfolio contemporaneously owns or has the right to obtain
securities equivalent in kind and amount to those sold, i.e., short
sales against the box. The Portfolio has no current intention to
engage in short selling.

5. Invest for the purpose of exercising control or management.

6. Purchase securities issued by any investment company except by
purchase in the open market where no commission or profit to a sponsor
or dealer results from such purchase other than the customary broker's
commission, or except when such purchase, though not made in the open
market, is part of a plan of merger or consolidation; provided,
however, that securities of any investment company will not be
purchased for the Portfolio if such purchase at the time thereof would
cause: (a) more than 10% of the Portfolio's total assets (taken at the
greater of cost or market value) to be invested in the securities of
such issuers; (b) more than 5% of the Portfolio's total assets (taken
at the greater of cost or market value) to be invested in any one
investment company; or (c) more than 3% of the outstanding voting
securities of any such issuer to be held for the Portfolio, unless
permitted to exceed these limitations by an exemptive order of the SEC;
and provided further that, except in the case of merger or
consolidation, the Portfolio shall not purchase any securities of any
open-end investment company unless the Portfolio (1) waives the
investment advisory fee with respect to assets invested in other
open-end investment companies and (2) incurs no sales charge in
connection with the investment.

7. Invest more than 15% of the Portfolio's net assets (taken at the
greater of cost or market value) in securities that are illiquid or not
readily marketable not including (a) Rule 144A securities that have
been determined to be liquid by the Equity 500 Index Portfolio Board;
and (b) commercial paper that is sold under section 4(2) of the 1933
Act which: (i) is not traded flat or in default as to interest or
principal; and (ii) is rated in one of the two highest categories by at
least two nationally recognized statistical rating organizations and
the Equity 500 Index Portfolio Board has determined the commercial
paper to be liquid; or (iii) is rated in one of the two highest

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<PAGE> 48

categories by one nationally recognized statistical rating agency and
the Equity 500 Index Portfolio Board has determined that the commercial
paper is equivalent quality and is liquid.

8. Write puts and calls on securities unless each of the following
conditions are met: (a) the security underlying the put or call is
within the investment policies of the Portfolio and the option is
issued by the Options Clearing Corporation, except for put and call
options issued by non-U.S. entities or listed on non-U.S. securities or
commodities exchanges; (b) the aggregate value of the obligations
underlying the puts determined as of the date the options are sold
shall not exceed 5% of the Portfolio's net assets; (c) the securities
subject to the exercise of the call written by the Portfolio must be
owned by the Portfolio at the time the call is sold and must continue
to be owned by the Portfolio until the call has been exercised, has
lapsed, or the Portfolio has purchased a closing call, and such
purchase has been confirmed, thereby extinguishing the Portfolio's
obligation to deliver securities pursuant to the call it has sold; and
(d) at the time a put is written, the Portfolio establishes a
segregated account with its custodian consisting of cash or short-term
U.S. Government securities equal in value to the amount the Portfolio
will be obligated to pay upon exercise of the put (this account must be
maintained until the put is exercised, has expired, or the Portfolio
has purchased a closing put, which is a put of the same series as the
one previously written).

9. Buy and sell puts and calls on securities, stock index futures or
options on stock index futures, or, financial futures or options on
financial futures unless such options are written by other persons and:
(a) the options or futures are offered through the facilities of a
national securities association or are listed on a national securities
or commodities exchange, except for put and call options issued by
non-U.S. entities or listed on non-U.S. securities or commodities
exchanges; (b) the aggregate premiums paid on all such options which
are held at any time do not exceed 20% of the Portfolio's total net
assets; and (c) the aggregate margin deposits required on all such
futures or options thereon held at any time do not exceed 5% of the
Portfolio's total assets.

DESCRIPTION OF CERTAIN INVESTMENTS

The following is a description of certain types of investments which may be made
by the Funds.

MONEY MARKET INSTRUMENTS

As stated in the Prospectus, the Daily Income Fund will invest in a diversified
portfolio of U.S. dollar-denominated money market instruments, which are
considered eligible securities for purposes of Rule 2a-7 under the 1940 Act and
present minimal credit risks. The Short-Term Government Securities Fund,
Short-Term Bond Fund, Value Fund and Small Company Stock Fund may invest in
high-quality money market instruments of the same type as the Daily Income Fund
in order to enable it to; (1) take advantage of buying opportunities; (2) meet
redemption requests or ongoing expenses; or (3) take defensive action as
necessary, or for other temporary purposes. The Short-Term Government Securities
Fund will invest in securities backed by the full faith and credit of the U.S.
Government. The money market instruments that may be used for investment (except
as noted above) include:

United States Government Obligations: These consist of various types of
marketable securities issued by the United States Treasury, i.e., bills, notes
and bonds. Such securities are direct obligations of the United States
Government and differ mainly in the length of their maturity. Treasury bills,
the most frequently issued marketable government security, have a maturity of up
to one year and are issued on a discount basis.

United States Government Agency Securities: These consist of debt securities
issued by agencies and instrumentalities of the United States Government,
including the various types of instruments currently outstanding or which may be
offered in the future. Agencies include, among others, the Federal Housing
Administration, Government National Mortgage Association, Farmer's Home
Administration, Export-Import Bank of the United States, Maritime
Administration, and General Services Administration. Instrumentalities include,
for example, each of the Federal Home Loan Banks, the National Bank for
Cooperatives, the Federal Home Loan Mortgage Corporation, the Farm Credit Banks,
the Federal National Mortgage Association, and the United States Postal Service.
These securities are either; (i) backed by the full faith and credit of the
United States Government (e.g., United States Treasury Bills); (ii) guaranteed
by the United States Treasury

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<PAGE> 49

(e.g., Government National Mortgage Association mortgage-backed securities);
(iii) supported by the issuing agency's or instrumentality's right to borrow
from the United States Treasury (e.g., Federal National Mortgage Association
Discount Notes); or (iv) supported only by the issuing agency's or
instrumentality's own credit (e.g., each of the Federal Home Loan Banks).

Bank and Savings and Loan Obligations: These include certificates of deposit,
bankers' acceptances, and time deposits. Certificates of deposit generally are
short-term, interest-bearing negotiable certificates issued by commercial banks
or savings and loan associations against funds deposited in the issuing
institution. Bankers' acceptances are time drafts drawn on a commercial bank by
a borrower, usually in connection with an international commercial transaction
(e.g., to finance the import, export, transfer, or storage of goods). With a
bankers' acceptance, the borrower is liable for payment as is the bank, which
unconditionally guarantees to pay the draft at its face amount on the maturity
date. Most bankers' acceptances have maturities of six months or less and are
traded in secondary markets prior to maturity. Time deposits are generally
short-term, interest-bearing negotiable obligations issued by commercial banks
against funds deposited in the issuing institutions. The Funds will not invest
in any security issued by a commercial bank or a savings and loan association
unless the bank or savings and loan association is organized and operating in
the United States, has total assets of at least one billion dollars, and is a
member of the Federal Deposit Insurance Corporation ("FDIC"), in the case of
banks, or insured by the FDIC in the case of savings and loan associations;
provided, however, that such limitation will not prohibit investments in foreign
branches of domestic banks which meet the foregoing requirements. The Funds will
not invest in time-deposits maturing in more than seven days.

Commercial Paper and Other Short-Term Corporate Debt Instruments: These include
commercial paper, (i.e., short-term, unsecured promissory notes issued by
corporations to finance short-term credit needs). Commercial paper is usually
sold on a discount basis and has a maturity at the time of issuance not
exceeding nine months. Also included are non-convertible corporate debt
securities (e.g., bonds and debentures). Corporate debt securities with a
remaining maturity of less than 13 months are liquid (and tend to become more
liquid as their maturities lessen) and are traded as money market securities.
The Daily Income Fund, Short-Term Bond Fund and Value Fund may purchase
corporate debt securities having no more than 13 months remaining to maturity at
the date of settlement; however, the Short-Term Bond Fund, Value Fund and Small
Company Stock Fund may also purchase corporate debt securities having greater
maturities.

Repurchase Agreements: The Funds may invest in repurchase agreements. A
repurchase agreement is an instrument under which the investor (such as the
Fund) acquires ownership of a security (known as the "underlying security") and
the seller (i.e., a bank or primary dealer) agrees, at the time of the sale, to
repurchase the underlying security at a mutually agreed upon time and price,
thereby determining the yield during the term of the agreement. This results in
a fixed rate of return insulated from market fluctuations during such period,
unless the seller defaults on its repurchase obligations. The underlying
securities will consist only of high grade money market instruments. With
respect to the Daily Income Fund, the underlying security must be either a U.S.
Government security or a security rated in the highest rating category for
short-term debt securities by the Requisite NRSROs (as defined in Rule 2a-7
under the 1940 Act) and must be determined to present minimal credit risks. With
respect to the Short-Term Government Securities Fund, the underlying security
must be a U.S. Government security or a security issued by an agency or
instrumentality of the U.S. Government and guaranteed by the U.S. Government.
Repurchase agreements are, in effect, collateralized by such underlying
securities, and, during the term of a repurchase agreement, the seller will be
required to mark-to-market such securities every business day and to provide
such additional collateral as is necessary to maintain the value of all
collateral at a level at least equal to the repurchase price. Repurchase
agreements usually are for short periods, often under one week, and will not be
entered into by a Fund for a duration of more than seven days if, as a result,
more than 15% of the net value of that Fund (10% of the net assets of the Daily
Income Fund) would be invested in such agreements or other securities which are
not readily marketable.

The Funds will seek to assure that the amount of collateral with respect to any
repurchase agreement is adequate. As with a true extension of credit, however,
there is risk of delay in recovery or the possibility of inadequacy of the
collateral should the seller of the repurchase agreement fail financially. In
addition, a Fund could incur costs in connection with disposition of the
collateral if the seller were to default. The Funds will enter into repurchase
agreements only with sellers deemed to be creditworthy by the Homestead Funds'
Board of Directors or the Equity 500 Index Portfolio Board and only when the
economic benefit to the Funds is believed to justify the attendant risks. The
Funds have adopted standards for the sellers with whom they will enter into
repurchase agreements. The Board of Directors believe these standards are
designed to reasonably assure that such sellers present no serious risk of
becoming involved in bankruptcy proceedings within the time frame contemplated
by the repurchase agreement. The Funds may enter into repurchase agreements only
with member banks of the Federal Reserve System or primary dealers in United
States Government securities.

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Adjustable Rate Securities: Adjustable rate securities (i.e., variable rate and
floating rate instruments) are securities that have interest rates that are
adjusted periodically, according to a set formula. The maturity of some
adjustable rate securities may be shortened under certain special conditions
described more fully below.

Variable rate instruments are obligations (usually certificates of deposit) that
provide for the adjustment of their interest rates on predetermined dates or
whenever a specific interest rate changes. A variable rate instrument whose
principal amount is scheduled to be paid in 13 months or less is considered to
have a maturity equal to the period remaining until the next readjustment of the
interest rate. Many variable rate instruments are subject to demand features
which entitle the purchaser to resell such securities to the issuer or another
designated party, either (1) at any time upon notice of usually 13 months or
less, or (2) at specified intervals, not exceeding 13 months, and upon 30 days
notice. A variable rate instrument subject to a demand feature is considered to
have a maturity equal to the longer of the period remaining until the next
readjustment of the interest rate or the period remaining until the principal
amount can be recovered through demand.

Floating rate instruments (generally corporate notes, bank notes, or Eurodollar
certificates of deposit) have interest rate reset provisions similar to those
for variable rate instruments and may be subject to demand features like those
for variable rate instruments. The interest rate is adjusted, periodically
(e.g., daily, monthly, semi-annually), to the prevailing interest rate in the
marketplace. The interest rate on floating rate securities is ordinarily
determined by reference to, or is a percentage of, a bank's prime rate, the
90-day U.S. Treasury bill rate, the rate of return on commercial paper or bank
certificates of deposit, an index of short-term interest rates, or some other
objective measure. The maturity of a floating rate instrument is considered to
be the period remaining until the principal amount can be recovered through
demand.

DEBT SECURITIES

As noted in the Prospectus, the Short-Term Government Securities Fund invests at
least 65% of its net assets in a managed portfolio which includes U.S.
Government bills, notes and bonds and securities issued by agencies and
instrumentalities of the U.S. Government that are guaranteed by the U.S.
Government.

The Short-Term Bond Fund invests at least 65% of its net assets in a managed
portfolio of high-quality debt securities which includes short-term corporate
debt securities, U.S. Government and agency notes and bonds, mortgage
pass-through securities, collateralized mortgage obligations, other
mortgage-related securities and asset-backed securities described below.

The Value Fund and the Small Company Stock Fund may invest up to 20% of their
assets in high-grade debt securities. Debt securities are considered to be
high-grade if they are rated at least A, or its equivalent by one of the NRSROs,
or if not rated, are of equivalent investment quality as determined by RE
Advisers. See the Appendix for a description of each rating category.

Mortgage Pass-Through Securities. Interests in pools of mortgage pass-through
securities differ from other forms of debt securities (which normally provide
periodic payments of interest in fixed amounts and the payment of principal in a
lump sum at maturity or on specified call dates). Instead, mortgage pass-through
securities provide monthly payments consisting of both interest and principal
payments. In effect, these payments are a "pass-through" of the monthly payments
made by the individual borrowers on the underlying residential mortgage loans,
net of any fees paid to the issuer or guarantor of such securities. Unscheduled
payments of principal may be made if the underlying mortgage loans are repaid,
refinanced or the underlying properties are foreclosed, thereby shortening the
securities' weighted average life. Some mortgage pass-through securities (such
as securities guaranteed by the Government National Mortgage Association) are
described as "modified pass-through securities." These securities entitle the
holder to receive all interest and principal payments owed on the mortgage pool,
net of certain fees, on the scheduled payment dates regardless of whether the
mortgagor actually makes the payment. The principal governmental guarantor of
mortgage pass-through securities is the Government National Mortgage Association
("GNMA"). GNMA is authorized to guarantee, with the full faith and credit of the
U.S. Treasury, the timely payment of principal and interest on securities issued
by lending institutions approved by GNMA (such as savings and loan institutions,
commercial banks and mortgage bankers) and backed by pools of mortgage loans.
These mortgage loans are either insured by the Federal Housing Administration or
guaranteed by the Veterans Administration. A "pool" or group of such mortgage
loans is assembled and after being approved by GNMA, is offered to investors
through securities dealers.

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Government-related guarantors (i.e., not backed by the full faith and credit of
the U.S. Treasury) include the Federal National Mortgage Association ("FNMA")
and the Federal Home Loan Mortgage Corporation ("FHLMC"). FNMA is a
government-sponsored corporation owned entirely by private stockholders. It is
subject to general regulation by the Secretary of Housing and Urban Development.
FNMA purchases conventional (i.e., not insured or guaranteed by any government
agency) residential mortgages from a list of approved seller/services which
include state and federally chartered savings and loan associations, mutual
savings banks, commercial banks and credit unions and mortgage bankers. Mortgage
pass-through securities issued by FNMA are guaranteed as to timely payment of
principal and interest by FNMA but are not backed by the full faith and credit
of the U.S. Treasury.

FHLMC was created by Congress in 1970 for the purpose of increasing the
availability of mortgage credit for residential housing. It is a
government-sponsored corporation formerly owned by the twelve Federal Home Loan
Banks and now owned entirely by private stockholders. FHLMC issues Participation
Certificates ("PCs") which represent interests in conventional mortgages from
FHLMC's national portfolio. FHLMC guarantees the timely payment of interest and
ultimate collection of principal, but PCs are not backed by the full faith and
credit of the U.S. Treasury.

Commercial banks, savings and loan institutions, private mortgage insurance
companies, mortgage bankers and other secondary market issuers also create
pass-through pools of conventional residential mortgage loans. Such issuers may,
in addition, be the originators and/or servicers of the underlying mortgage
loans as well as the guarantors of the mortgage pass-through securities. Pools
created by such non-governmental issuers generally offer a higher rate of
interest than government and government-related pools because there are no
direct or indirect government or agency guarantees of payments in the former
pools. Timely payment of interest and principal of these pools may be supported
by various forms of insurance or guarantees, including individual loan, title,
pool and hazard insurance and letters of credit. The insurance and guarantees
are issued by governmental entities, private insurers and the mortgage poolers.
Such insurance and guarantees and the creditworthiness of the issuers thereof
will be considered in determining whether a mortgage pass-through security meets
the Short-Term Bond Fund's investment quality standards. There can be no
assurance that the private insurers or guarantors can meet their obligations
under the insurance policies or guarantee arrangements. The Short-Term Bond Fund
may buy mortgage pass-through securities without insurance or guarantees if RE
Advisers determines that the securities meet the Fund's quality standards.
Although the market for such securities is becoming increasingly liquid,
securities issued by certain private organizations may not be readily
marketable. The Short-Term Bond Fund will limit investment in mortgage
pass-through securities or other securities which may be considered illiquid to
no more than 15% of the Fund's total assets.

Collateralized Mortgage Obligations. Collateralized mortgage obligations
("CMOs") are debt securities collateralized by underlying whole mortgage loans
or, more typically, by pools of mortgage pass-through securities guaranteed by
GNMA, FHLMC, or FNMA and their income streams. CMOs are generally structured
into multiple classes or tranches, each bearing a different stated maturity. The
actual maturity and average life of a CMO will depend upon the prepayment
experience of the collateral. CMOs provide for a modified form of call
protection through a de facto breakdown of the underlying pool of mortgages
according to how quickly the loans are repaid. Monthly payment of principal
received from the pool of underlying mortgages, including prepayments, is first
returned to investors holding the shortest maturity class. Investors holding the
longer maturity classes receive principal only after the first class has been
retired. An investor is partially guarded against a sooner than desired return
of principal because of the sequential payments.

In a typical CMO transaction, a corporation issues multiple series of CMO bonds
(e.g., Series A, B, C, and Z bonds). Proceeds of the CMO bond offering are used
to purchase mortgages or mortgage pass-through certificates which are used as
collateral for the loan ("Collateral"). The Collateral is generally pledged to a
third party trustee as security for the CMO bonds. Principal and interest
payments from the Collateral are used to pay principal on the CMO bonds. The
Series A, B, and C bonds all bear current interest. Interest on the Series Z
bond is accrued and added to principal and a like amount is paid as principal on
the Series A, B, or C bond currently being paid off. When the Series A, B, and C
bonds are paid in full, interest and principal on the Series Z bond begins to be
paid currently. With some CMOs, the issuer serves as a conduit to allow loan
originators (primarily builders or savings and loan associations) to borrow
against their loan portfolios.

In reliance on an SEC interpretation, the Short-Term Bond Fund's investment in
certain qualifying CMOs, including CMOs that have elected to be treated as Real
Estate Mortgage Investment Conduits ("REMICs"), are not subject to the 1940
Act's limitation on acquiring interests in other investment companies. In order
to be able to rely on the SEC's interpretation, the CMOs and REMICs must be
unmanaged, fixed-asset issuers that (i) invest primarily in mortgage-backed
securities, (ii) do not issue redeemable securities, (iii) operate under general
exemptive orders exempting them from all provisions of the 1940 Act, and (iv)
are not registered or regulated under the

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<PAGE> 52

1940 Act as investment companies. To the extent that the Short-Term Bond Fund
selects CMOs or REMICs that do not meet the above requirements, the Fund may not
invest more than 10% of its assets in all such entities in the aggregate and may
not acquire more than 3% of the outstanding voting securities of any single such
entity. The Short-Term Government Securities Fund may invest in CMOs guaranteed
by GNMA.

Other Mortgage-Related Securities. Other mortgage-related securities include
securities other than those described above that directly or indirectly
represent a participation in, or are secured by and payable from, mortgage loans
on real property, including CMO residuals or stripped mortgage-backed
securities. Other mortgage-related securities may be equity or debt securities
issued by agencies or instrumentalities of the U.S. Government or by private
originators of, or investors in, mortgage loans, including savings and loan
associations, homebuilders, mortgage banks, commercial banks, investment banks,
partnerships, trusts and special purpose entities of the foregoing.

Asset-Backed Securities. The Short-Term Bond Fund may invest in asset- backed
securities including interests in pools of receivables, such as motor vehicle
installment purchase obligations (such as Certificates for Automobile
Receivables or "CARs") and credit card receivables (such as Credit Card
Receivable Securities or "CARDS"). Such securities are generally issued as
pass-through certificates, which represent undivided fractional ownership
interests in the underlying pools of assets. However, such securities may also
be issued on a pay-through basis (like CMOs) and, in such case, are generally
issued as the debt of a special purpose entity organized solely for the purpose
of owning such asset and issuing such pay- through security. Asset-backed
securities are not issued or guaranteed by the U.S. Government or its agencies
or instrumentalities. The payment of principal and interest on such obligations
may be guaranteed up to certain amounts and for a certain time period by a
letter of credit issued by a financial institution (such as a bank or insurance
company) affiliated or unaffiliated with the issuers of such securities.

The purchase of asset-backed securities raises considerations concerning the
credit support for such securities due to the financing of the instruments
underlying such securities. For example, most organizations that issue
asset-backed securities relating to motor vehicle installment purchase
obligations perfect their interests in their respective obligations only by
filing a financing statement and by having the servicer of the obligations,
which is usually the originator, take custody thereof. In such circumstances, if
the servicer were to sell the same obligations to another party, in violation of
its duty not to do so, there is a risk that such party could acquire an interest
in the obligations superior to that of the holders of the asset-backed
securities. Also, although most such obligations grant a security interest in
the motor vehicle being financed, in most states the security interest in a
motor vehicle must be noted on the certificate of title to perfect such security
interest against competing claims of other parties. Due to the large number of
vehicles involved, however, the certificate of title to each vehicle financed,
pursuant to the obligations underlying the asset-backed securities, usually is
not amended to reflect the assignment of the seller's security interest for the
benefit of the holders of the asset-backed securities. Therefore, there is the
possibility that recoveries on repossessed collateral may not, in some cases, be
available to support payments on those securities.

In addition, various state and federal laws give the motor vehicle owner the
right to assert against the holder of the owner's obligation certain defenses
such owner would have against the seller of the motor vehicle. The assertion of
such defenses could reduce payments on the related asset-backed securities.

Insofar as credit card receivables are concerned, credit card holders are
entitled to the protection of a number of state and federal consumer credit
laws, many of which give such holders the right to set off certain amounts
against balances owed on the credit card, thereby reducing the amounts paid on
such receivables. In addition, unlike most other asset-backed securities, credit
card receivables are unsecured obligations of the cardholder.

The development of asset-backed securities is at an early stage compared to
mortgage pass-through or mortgage-backed securities. While the market for
asset-backed securities is becoming increasingly liquid, the market for such
securities is not as well developed as that for mortgage pass-through securities
guaranteed by government agencies or instrumentalities. RE Advisers intends to
limit its purchases of asset-backed securities to securities that are readily
marketable at the time of purchase.

MATURITY OF DEBT SECURITIES

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The maturity of debt securities may be considered long (10 or more years),
intermediate (3 to 10 years), or short-term (1 to 3 years). In general, the
principal values of longer-term securities fluctuate more widely in response to
changes in interest rates than those of shorter-term securities, providing
greater opportunity for capital gain or risk of capital loss. A decline in
interest rates usually produces an increase in the value of debt securities,
while an increase in interest rates generally reduces their value.

WHEN-ISSUED SECURITIES

Each Fund may, from time to time, purchase securities on a "when-issued" basis.
The price of such securities, which may be expressed in yield terms, is fixed at
the time the commitment to purchase is made, but delivery and payment for the
when-issued securities take place at a later date. Normally, the settlement date
occurs within one month of the purchase, but may take up to three months. During
the period between purchase and settlement, no payment is made by a Fund to the
issuer and no interest accrues to a Fund. While when-issued securities may be
sold prior to the settlement date, each Fund intends to purchase such securities
with the purpose of actually acquiring them, unless a sale appears to be
desirable for investment reasons. At the time a Fund makes the commitment to
purchase a security on a when issued basis, it will record the transaction and
reflect the value of the security in determining its net asset value. Each Fund
will maintain, in a segregated account with the custodian, cash and liquid
high-quality debt securities equal in value to commitments for when-issued
securities.

WARRANTS

Warrants are securities that give the holder the right to purchase equity
securities from the issuer at a specific price (the "strike price") for a
limited period of time. The strike price of warrants typically is higher than
the prevailing market price of the underlying security at the time the warrant
is issued, while the market value of the warrant is typically much lower than
the current market price of the underlying securities. Warrants are generally
considered to be more risky investments than the underlying securities, but may
offer greater potential for capital appreciation than the underlying securities.

Warrants do not entitle a holder to dividends or voting rights with respect to
the underlying securities and do not represent any rights in the assets of the
issuing company. Also, the value of the warrant does not necessarily change with
the value of the underlying securities, and a warrant ceases to have value if it
is not exercised prior to the expiration date. These factors can make warrants
more speculative than other types of investments. The Daily Income Fund,
Short-Term Government Securities Fund and Short-Term Bond Fund will not invest
in warrants. The Value Fund and the Small Company Stock Fund will limit
investment in warrants to no more than 5% of net assets, valued at the lower of
cost or market value, and will further limit its investment in unlisted warrants
to no more than 2% of net assets.

COVER

Transactions using forward contracts, future contracts, options on futures
contracts and options on indices ("Financial Instruments"), other than purchased
options, expose the Equity Index 500 Portfolio to an obligation to another
party. The Portfolio will not enter into any such transactions unless it owns
either (1) an offsetting ("covered") position in securities, currencies, or
other forward contracts, options or futures contracts, or (2) cash, receivables
and liquid assets, with a value, marked-to-market daily, sufficient to cover its
potential obligations to the extent not covered as provided in (1) above. The
Portfolio will comply with SEC guidelines regarding cover for these instruments
and will, if the guidelines so require, set aside cash, receivables, or liquid
assets in a segregated account with its custodian in the prescribed amount.

Assets used as cover or held in a segregated account cannot be sold while the
position in the corresponding Financial Instrument is open, unless they are
replaced with other appropriate assets. As a result, the commitment of a large
portion of the Portfolio's assets to cover or to segregated accounts could
impede portfolio management or the Portfolio's ability to meet redemption
requests or other current obligations.

INDEX FUTURES CONTRACTS AND OPTIONS ON INDEX FUTURES CONTRACTS

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The Equity 500 Index Portfolio may invest in index futures contracts, options on
index futures contracts and options on securities indices.

INDEX FUTURES CONTRACTS

U.S. futures contracts have been designed by exchanges which have been
designated "contracts markets" by the CFTC and must be executed through a
futures commission merchant, or brokerage firm, which is a member of the
relevant contract market. Futures contracts trade on a number of exchange
markets, and through their clearing corporations.

At the same time a futures contract on the Standard & Poor's 500 Composite Stock
Price Index (the "S&P 500" or the "Index") is purchased or sold, the Portfolio
must allocate cash or securities as a deposit payment ("initial deposit"). It is
expected that the initial deposit would be approximately 1-1/2% to 5% of a
contract's face value. Daily thereafter, the futures contract is valued and the
payment of "variation margin" may be required.

OPTIONS ON INDEX FUTURES CONTRACTS

The purchase of a call option on an index futures contract is similar in some
respects to the purchase of a call option on such an index.

The writing of a call option on a futures contract with respect to the Index
constitutes a partial hedge against declining prices of the underlying
securities that are deliverable upon exercise of the futures contract. If the
futures price at expiration of the option is below the exercise price, the
Portfolio will retain the full amount of the option premium which provides a
partial hedge against any decline that may have occurred in the Portfolio's
holdings. The writing of a put option on an index futures contract constitutes a
partial hedge against increasing prices of the underlying securities that are
deliverable upon exercise of the futures contract. If the futures price at
expiration of the option is higher than the exercise price, the Portfolio will
retain the full amount of the option premium which provides a partial hedge
against any increase in the price of securities that the Portfolio intends to
purchase. If a put or call option the Portfolio has written is exercised, the
Portfolio will incur a loss that will be reduced by the amount of the premium it
receives. Depending on the degree of correlation between changes in the value of
its portfolio securities and changes in the value of its futures positions, the
Portfolio's losses from existing options on futures may to some extent be
reduced or increased by changes in the value of portfolio securities.

The purchase of a put option on a futures contract with respect to the Index is
similar in some respects to the purchase of protective put options on the Index.
For example, the Portfolio may purchase a put option on an index futures
contract to hedge against the risk of lowering securities values.

The amount of risk the Portfolio assumes when it purchases an option on a
futures contract with respect to the Index is the premium paid for the option
plus related transaction costs. In addition to the correlation risks discussed
above, the purchase of such an option also entails the risk that changes in the
value of the underlying futures contract will not be fully reflected in the
value of the option purchased.

The Equity 500 Index Portfolio Board has adopted the requirement that index
futures contracts and options on index futures contracts be used as a hedge.
Stock index futures may be used on a continual basis to equitize cash so that
the Portfolio may maintain maximum equity exposure. The Portfolio will not enter
into any futures contracts or options on futures contracts if immediately
thereafter the amount of margin deposits on all the futures contracts of the
Portfolio and premiums paid on outstanding options on futures contracts owned by
the Portfolio would exceed 5% of the market value of the total assets of the
Portfolio.

FUTURES CONTRACTS ON STOCK INDICES

The Portfolio may enter into contracts providing for the making and acceptance
of a cash settlement based upon changes in the value of an index of securities
("Futures Contracts"). This investment technique is designed only to hedge
against anticipated future change in general market prices which otherwise might
either adversely affect the value of securities held by the Portfolio or
adversely affect the prices of securities which are intended to be purchased at
a later date for the Portfolio.

In general, each transaction in Futures Contracts involves the establishment of
a position which will move in a direction opposite to that of the investment
being hedged. If these hedging transactions are successful, the futures
positions taken for the Portfolio will rise in value by an amount that
approximately offsets the decline in value of the portion of the Portfolio's
investments that are being hedged. Should

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general market prices move in an unexpected manner, the full anticipated
benefits of Futures Contracts may not be achieved or a loss may be realized.

Although Futures Contracts would be entered into for cash management purposes
only, such transactions do involve certain risks. These risks could include a
lack of correlation between the Futures Contract and the equity market, a
potential lack of liquidity in the secondary market and incorrect assessments of
market trends which may result in worse overall performance than if a Futures
Contract had not been entered into.

Brokerage costs will be incurred and "margin" will be required to be posted and
maintained as a good-faith deposit against performance of obligations under
Futures Contracts written into by the Portfolio. The Portfolio may not purchase
or sell a Futures Contract (or options thereon) if immediately thereafter its
margin deposits on its outstanding Futures Contracts (and its premium paid on
outstanding options thereon) would exceed 5% of the market value of the
Portfolio's total assets.

OPTIONS ON SECURITIES INDICES

The Portfolio may write (sell) covered call and put options to a limited extent
on the Index ("covered options") in an attempt to increase income. Such options
give the holder the right to receive a cash settlement during the term of the
option based upon the difference between the exercise price and the value of the
Index. The Portfolio may forgo the benefits of appreciation on the Index or may
pay more than the market price or the Index pursuant to call and put options
written by the Portfolio.

By writing a covered call option, the Portfolio forgoes, in exchange for the
premium less the commission ("net premium"), the opportunity to profit during
the option period from an increase in the market value of the Index above the
exercise price. By writing a covered put option, the Portfolio, in exchange for
the net premium received, accepts the risk of a decline in the market value of
the Index below the exercise price.

The Portfolio may terminate its obligation as the writer of a call or put option
by purchasing an option with the same exercise price and expiration date as the
option previously written.

When the Portfolio writes an option, an amount equal to the net premium received
by the Portfolio is included in the liability section of the Portfolio's
Statement of Assets and Liabilities as a deferred credit. The amount of the
deferred credit will be subsequently marked to market to reflect the current
market value of the option written. The current market value of a traded option
is the last sale price or, in the absence of a sale, the mean between the
closing bid and asked price. If an option expires on its stipulated expiration
date or if the Portfolio enters into a closing purchase transaction, the
Portfolio will realize a gain (or loss if the cost of a closing purchase
transaction exceeds the premium received when the option was sold), and the
deferred credit related to such option will be eliminated.

The Portfolio has adopted certain other nonfundamental policies concerning index
option transactions that are discussed above. The Portfolio's activities in
index options also may be restricted by the requirements of the Code, for the
Index Fund to qualify as a regulated investment company.

The hours of trading for options on the Index may not conform to the hours
during which the underlying securities are traded. To the extent that the option
markets close before the markets for the underlying securities, significant
price and rate movements can take place in the underlying securities markets
that cannot be reflected in the option markets. It is impossible to predict the
volume of trading that may exist in such options, and there can be no assurance
that viable exchange markets will develop or continue.

Because options on securities indices require settlement in cash, BT may be
forced to liquidate portfolio securities to meet settlement obligations.

OPTIONS ON STOCK INDICES

The Portfolio may purchase and write put and call options on stock indices
listed on stock exchanges. A stock index fluctuates with changes in the market
values of the stocks included in the index. Options on stock indices generally
are similar to options on stock except that the delivery requirements are
different. Instead of giving the right to take or make delivery of stock at a
specified price, an option on

<PAGE> 56

a stock index gives the holder the right to receive a cash "exercise settlement
amount" equal to (a) the amount, if any, by which the fixed exercise price of
the option exceeds (in the case of a put) or is less than (in the case of a
call) the closing value of the underlying index on the date of exercise,
multiplied by (b) a fixed "index multiplier." The writer of the option is
obligated, in return for the premium received, to make delivery of this amount.
The writer may offset its position in stock index options prior to expiration by
entering into a closing transaction on an exchange or the option may expire
unexercised.

Because the value of an index option depends upon movements in the level of the
index rather than the price of a particular stock, whether the Portfolio will
realize a gain or loss from the purchase or writing of options on an index
depends upon movements in the level of stock prices in the stock market
generally or, in the case of certain indices, in an industry or market segment,
rather than movements in the price of a particular stock.

LOAN TRANSACTIONS

The Equity 500 Index Portfolio may engage in loan transactions which involve the
lending of securities to a broker-dealer or institutional investor for its use
in connection with short sales, arbitrages or other security transactions. The
purpose of a qualified loan transaction is to afford a lender the opportunity to
continue to earn income on the securities loaned and at the same time earn fee
income or income on the collateral held by it.

Securities loans will be made in accordance with the following conditions: (1)
the Portfolio must receive at least 100% collateral in the form of cash or cash
equivalents, securities of the U.S. Government and its agencies and
instrumentalities, and approved bank letters of credit; (2) the borrower must
increase the collateral whenever the market value of the loaned securities
(determined on a daily basis) rises above the level of collateral; (3) the
Portfolio must be able to terminate the loan after notice, at any time; (4) the
Portfolio must receive reasonable interest on the loan or a flat fee from the
borrower, as well as amounts equivalent to any dividends, interest or other
distributions on the securities loaned, and any increase in market value of the
loaned securities; (5) the Portfolio may pay only reasonable custodian fees in
connection with the loan; and (6) voting rights on the securities loaned may
pass to the borrower, provided, however, that if a material event affecting the
investment occurs, the Equity 500 Index Portfolio Board, as appropriate, must be
able to terminate the loan and vote proxies or enter into an alternative
arrangement with the borrower to enable the Equity 500 Index Portfolio Board to
vote proxies.

While there may be delays in recovery of loaned securities or even a loss of
rights in collateral supplied should the borrower fail financially, loans will
be made only to firms deemed to be of good financial standing and will not be
made unless the consideration to be earned from such loans would justify the
risk. If the borrower of the securities fails financially, there is a risk of
delay in recovery of the securities loaned or loss of rights in the collateral.
Such loan transactions are referred to in this Statement of Additional
Information as "qualified" loan transactions.

The cash collateral so acquired through qualified loan transactions may be
invested only in those categories of high quality liquid securities previously
authorized by the Equity 500 Index Portfolio Board.

U.S. DOLLAR-DENOMINATED SECURITIES OF FOREIGN ISSUERS

Subject to each Fund's investment objectives, investment program, policies, and
restrictions, the Daily Income Fund, Short-Term Bond Fund, Index Fund, Value
Fund and Small Company Stock Fund may invest in certain types of U.S.
dollar-denominated securities of foreign issuers. As described in the
Prospectus, with respect to equity securities, the Short-Term Bond Fund, Value
Fund and Small Company Stock Fund may purchase American Depository Receipts
("ADRs"). The Daily Income Fund, Short-Term Bond Fund, Value Fund and the Small
Company Stock Fund also may purchase U.S. dollar-denominated money market
instruments, and the Short-Term Bond Fund, Value Fund and the Small Company
Stock Fund may purchase longer-term debt securities of foreign issuers. Such
money market instruments and debt securities of foreign issuers may be issued
and traded domestically (e.g., Yankee securities), or traded exclusively in
foreign markets (e.g., Eurodollar securities).

Yankee securities include money market instruments and bonds of foreign issuers
who customarily register such securities with the SEC and borrow U.S. dollars by
underwritings of securities intended for delivery in the United States. Although
the principal trading market for Yankee securities is the United States, foreign
buyers can and do participate in the Yankee securities market. Interest on such
Yankee

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bonds is customarily paid on a semi-annual basis. The marketability of these
"foreign bonds" in the United States is in many cases better than that for
foreign bonds in foreign markets, but is, of course, dependent upon the quality
of the issuer.

Eurodollar securities include money market instruments and bonds underwritten by
an international syndicate and sold "at issue" to non-U.S. investors. Such
securities are not registered with the SEC or issued domestically and generally
may only be sold to U.S. investors after the initial offering and cooling-off
periods. The market for Eurodollar securities is dominated by foreign-based
investors and the primary trading market for these securities is London.

The Daily Income Fund, Short-Term Bond Fund, Index Fund, Value Fund and Small
Company Stock Fund may invest in U.S. dollar denominated securities issued by
foreign broker-dealers, commercial banks or registered investment advisers. In
general, however, mutual funds are prohibited under Section 12(d)(3) of the 1940
Act and current rules thereunder from purchasing the securities of any foreign
broker-dealer, commercial bank or registered investment adviser that, in its
most recent fiscal year, derived more than 15% of such entity's gross revenues
from securities-related activities. The SEC adopted certain amendments to Rule
12d3-1 under the 1940 Act that would permit mutual funds to acquire the equity
securities of certain foreign securities-related businesses.

Although investments in securities of foreign issuers are intended to reduce
risk by providing further diversification, such investments involve risks not
ordinarily associated with investments in securities of domestic issuers. These
risks include: the possibility of foreign political and economic instability;
difficulties of predicting international trade patterns and the possibility of
the imposition of exchange controls; and the possibility of expropriation,
confiscatory taxation, or nationalization of foreign portfolio companies.
Securities of foreign issuers that are traded primarily abroad (e.g., Eurodollar
securities) also may be less liquid and subject to greater price fluctuations
than securities of domestic issuers. Moreover, there may be less publicly
available information about foreign issuers whose securities are not registered
with the SEC and such foreign issuers may not be subject to the accounting,
auditing and financial reporting standards applicable to issuers registered
domestically. In addition, foreign issuers, stock exchanges, and brokers
generally are subject to less government regulation. Moreover, there may be
difficulties in obtaining and enforcing court judgment abroad and there may be
difficulties in effecting the repatriation of capital invested abroad. Finally,
there may be difficulties and delays in the settlement of transactions in
certain foreign markets.

The portfolio turnover rates for the years ended December 31, 1998 and 1997 were
57% and 12%, respectively for the Short-Term Government Securities Fund, 62% and
55% for the Short-Term Bond Fund and 10% and 6%, respectively for the Value
Fund. The portfolio turnover rates for the period March 4, 1998 to December 31,
1998 was 17% for the Small Company Stock Fund.

MANAGEMENT OF THE HOMESTEAD FUNDS

DIRECTORS AND OFFICERS

Directors and officers of the Homestead Funds, together with information as to
their principal business occupations during the last five years, are shown
below. Each Director who is considered an "interested person" of the Homestead
Funds (as defined in Section 2(a)(19) of the 1940 Act) is indicated by an
asterisk next to his name. The address for all interested persons is 4301 Wilson
Boulevard, Arlington, VA 22203.

Compensation: Messrs. Lucier and Perna are paid $2,000 each per meeting for
attendance at Board of Directors' meetings and $1,000 each per meeting for
attendance at Audit Committee meetings.

<TABLE>
<CAPTION>
POSITION WITH THE HOMESTEAD FUNDS
AND PRINCIPAL OCCUPATION WITHIN
BUSINESS ADDRESS PAST FIVE YEARS
- ----------------------------- -----------------------------------------
<S> <C>
Francis P. Lucier Director; Corporate Consultant; Director,
2001 N.W. Royal Fern Court PHH Corporation.
Palm City, FL 34990
Age 71
</TABLE>

16
<PAGE> 58

<TABLE>
<S> <C>
Anthony M. Marinello* Vice President and Director; Executive
Age 52 Director of Marketing and Service
Operations of NRECA (1988-Present).

Peter R. Morris* Secretary, Treasurer and Director; Vice
Age 49 President and Director of RE Advisers;
Secretary, Treasurer and Director of
RE Investment; Executive Director of
Investments of NRECA (1988-Present).

James F. Perna Director; Partner, Krooth & Altman
1850 M Street, N.W., Suite 400 (law firm).
Washington, D.C. 20036
Age 50

Anthony C. Williams* President, Chairman of the Board and
Age 56 Director; President and Director of RE
Advisers; President and Director of
RE Investment; Director of
Retirement, Safety and Insurance
Department of NRECA (1985-Present);
Director, Cooperative Benefit
Administrators, Inc., Electric Life
Cooperative Insurance Company and
Cooperative Insurance Services, Inc.
(1985-Present).

William P. McKeithan* Vice President and Counsel; Vice
Age 50 President of RE Investment; Counsel,
NRECA (1983-Present).

Catherine M. Blushi* Compliance Officer and Assistant
Age 38 Secretary; Compliance Officer of RE
Advisers; Securities Compliance Officer
of RE Investment and NRECA (August
1990-Present).

</TABLE>

COMMITTEES OF THE BOARD OF DIRECTORS

The Homestead Funds have an Audit Committee and an Executive Committee. The
duties of these two committees and their present membership are as follows:

Audit Committee: The members of the Audit Committee will consult with the
Homestead Funds' independent auditors if the auditors or Audit Committee deem it
desirable, and will meet with the Homestead Funds' independent auditors at least
once annually to discuss the scope and results of the annual audit of the Funds
and such other matters as the Audit Committee members may deem appropriate or
desirable. Messrs. Lucier and Perna are members of the Audit Committee.

Executive Committee: During intervals between Board Meetings, the Executive
Committee possesses and may exercise all of the powers of the Board of Directors
in the management of the Homestead Funds except as to matters where action of
the full Board of Directors is specifically required. Included within the scope
of such powers are matters relating to valuation of securities held in each
Fund's portfolio and the pricing of each Fund's shares for purchase and
redemption. Messrs. Williams, Marinello, and Morris are members of the Executive
Committee.

COMPENSATION

The Fund pays no salaries or compensation to any of its officers or Directors
affiliated with Homestead Funds. The chart below sets forth the annual fees paid
to the non-interested Directors as of December 31, 1998.

17
<PAGE> 59
<TABLE>
<S> <C> <C>
Mr. Lucier Mr. Perna

Compensation Received from the Fund $ 7,000 $ 10,000
</TABLE>

As of December 31, 1998 there were five portfolios of Homestead Funds for which
the above individuals served as Directors.

TRUSTEES AND OFFICERS OF THE EQUITY 500 INDEX PORTFOLIO

The Equity 500 Index Portfolio Board oversees the activities of the Equity 500
Index Portfolio and reviews contractual arrangements with companies that provide
services to the Portfolio. The Trustees and officers of the Equity 500 Index
Portfolio and their principal occupations during the past five years are set
forth below. Their titles may have varied during that period.

<TABLE>
<CAPTION>
POSITION WITH
EQUITY 500 INDEX
NAME, AGE AND ADDRESS PORTFOLIO PRINCIPAL OCCUPATION DURING PAST 5 YEARS
- --------------------- ---------------------- ----------------------------------------
<S> <C> <C>
Charles P. Biggar (69) Trustee Trustee of each of the other investment companies
12 Hitching Post Lane in the BT Fund Complex(1); Retired; former Vice President,
Chappaqua, NY 10514 International Business Machines ("IBM") and President,
National Services and the Field Engineering Divisions of IBM.

S. Leland Dill (69) Trustee Trustee of each of the other investment companies in the
5070 North Ocean Drive BT Fund Complex; Retired; Director, Coutts (U.S.A.) International;
Singer Island, FL 33404 Trustee, Phoenix-Zweig Trust(2) and Phoenix-Euclid Market
Neutral Fund(2); former Partner, KPMG Peat Marwick; Director,
Vintners International Company Inc.; Director, Coutts Trust
Holdings Ltd., Director, Coutts Group; General Partner, Pemco(2).

Martin J. Gruber (62) Trustee Trustee of each of the other investment companies in the BT Fund
229 South Irving Street Complex; Nomura Professor of Finance, Leonard N. Stern School
Ridgewood, NJ 07450 of Business, New York University (since 1964); Trustee, TIAA(2);
Trustee, SG Cowen Mutual Funds(2); Trustee, Japan Equity Fund(2);
Trustee, Taiwan Equity Fund(2).

Richard Hale*(54) Trustee Trustee of each of the other investment companies in the BT Fund
205 Woodbrook Lane Complex; Managing Director, Deutsche Asset Management; Director,
Baltimore, MD 21212 Flag Investors Funds(2); Managing Director, Deutsche Banc Alex. Brown
Incorporated; Director and President, Investment Company Capital Corp.

Richard J. Herring (53) Trustee Trustee of each of the other investment companies in the BT Fund
325 South Roberts Road Complex; Jacob Safra Professor of International Banking, Professor
Bryn Mawr, PA 19010 of Finance and Vice Dean, The Wharton School, University of Pennsylvania
(since 1972).

Bruce E. Langton (68) Trustee Trustee of each of the other investment companies in the BT Fund
99 Jordan Lane Complex; Retired; Trustee, Allmerica Financial Mutual Funds (1992-present);
Stamford, CT 06903 Member, Pension and Thrift Plans and Investment Committee, Unilever
U.S. Corporation (1989 to present)(3); Director, TWA Pilots Directed
Account Plan and 401(k) Plan (1988 to present)(2).

Philip Saunders, Jr. (64) Trustee Trustee of each of the other investment companies in the BT Fund
445 Glen Road Complex; Principal, Philip Saunders Associates (Economic and Financial
Weston, MA 02193 Analysis); former Director, Financial Industry Consulting, Wolf & Company;
President, John Hancock Home Mortgage Corporation; Senior Vice President
of Treasury and Financial Services, John Hancock Mutual Life Insurance
Company, Inc.

Harry Van Benschoten (71) Trustee Trustee of each of the other investment companies in the BT Fund
6851 Ridgewood Drive Complex; Retired; Director, Canada Life Insurance Corporation of
Naples, FL 34108 New York.

Daniel O. Hirsch (45) Secretary Director, Deutsche Banc Alex. Brown Incorporated and Investment Company
One South Street Capital Corp. since July 1998; Assistant General Counsel, Office
Baltimore, MD 21202 of the General Counsel, United States Securities and Exchange Commission
from 1993 to 1998.

John Y. Keffer (57) President and President, Forum Financial Group L.L.C. and its affiliates; President,
ICC Distributors, Inc. Chief Executive ICC Distributors, Inc.(4)
Two Portland Square Officer
Portland, ME 04101

Charles A. Rizzo (41) Treasurer Vice President and Department Head, Deutsche Asset Management since 1998;
One South Street Senior Manager, PricewaterhouseCoopers LLP from 1993 to 1998.
Baltimore, MD 21202
</TABLE>

*"Interested Person" within the meaning of Section 2 (a)(19) of the 1940 Act.
Mr. Hale is a Managing Director of Deutsche Asset Management, the U.S. asset
management unit of Deutsche Bank and its affiliates.

(1) The "BT Fund Complex" consists of BT Investment Funds, BT Institutional
Funds, BT Pyramid Mutual Funds, BT Advisor Funds, Cash Management Portfolio,
Intermediate Tax Free Portfolio, Tax Free Money Portfolio, NY Tax Free Money
Portfolio, Treasury Money Portfolio, International Equity Portfolio, Equity 500
Index Portfolio, Capital Appreciation Portfolio, Asset Management Portfolio and
BT Investment Portfolios.

(2) An investment company registered under the 1940 Act.

(3) A publicly held company with securities registered pursuant to Section 12 of
the Securities Exchange Act of 1934, as amended.

(4) Underwriter/distributor for the Equity 500 Index Portfolio. Mr. Keffer owns
100% of the shares of ICC Distributors, Inc.

The Board has an Audit Committee that meets with the Equity 500 Index
Portfolio's independent accountants to review the financial statements of the
Equity 500 Index Portfolio, the adequacy of internal controls and the accounting
procedures and policies of the Equity 500 Index Portfolio. Each member of the
Board except Mr. Hale also is a member of the Audit Committee.

Messrs. Hirsch, Keffer and Rizzo also hold similar positions for other
investment companies for which ICC Distributors or an affiliate serves as the
principal underwriter.

<PAGE> 60

No person who is an officer or director of BT is an officer or Trustee of the
Equity 500 Index Portfolio. No director, officer or employee of ICC
Distributors, Inc. ("ICC") or any of its affiliates will receive any
compensation from the Equity 500 Index Portfolio for serving as an officer or
Trustee of the Equity 500 Index Portfolio.

The following table reflects fees paid to the Trustees of the Equity 500 Index
Portfolio for their services to that Portfolio and to certain other investment
companies advised by BT (the "BT Funds Complex") for the year ended December 31,
1998.

AGGREGATE COMPENSATION TOTAL COMPENSATION FROM
FROM THE EQUITY BT FUNDS COMPLEX
NAME OF TRUSTEE* 500 INDEX PORTFOLIO PAID TO TRUSTEES**
- --------------- ------------------------------- -----------------------
<S> <C> <C>
Charles P. Biggar $1,106 $35,000
S. Leland Dill $ 935 $35,000
Philip Saunders, Jr. $ 942 $35,000
</TABLE>

* Mssrs. Gruber, Hale, Herring, Langton and Van Benschoten were elected to the
Board of Trustees on October 8, 1999; therefore, they did not receive any
compensation from the Equity 500 Index Portfolio in the last fiscal year.

** Aggregated information is furnished for the BT Family of Funds, which
consists of the following: BT Investment Funds, BT Institutional Funds, BT
Pyramid Mutual Funds, BT Advisor Funds, Cash Management Portfolio,
Intermediate Tax Free Portfolio, Tax Free Money Portfolio, NY Tax Free
Money Portfolio, Treasury Money Portfolio, International Equity Portfolio,
Equity 500 Index Portfolio, Capital Appreciation Portfolio, Asset
Management Portfolio and BT Investment Portfolios.

PRINCIPAL HOLDERS OF SECURITIES

Directors and officers of the Homestead Funds, as a group, owned less than 1% of
the outstanding voting securities of the Daily Income Fund, Short-Term
Government Securities Fund, Short-Term Bond Fund, Value Fund, and Small
Company Stock Fund as of December 31, 1998.

NRECA and its affiliates, 4301 Wilson Boulevard, Arlington, VA 22203, as of
December 31, 1998, owned 4.3% of the outstanding voting securities of the Daily
Income Fund and 4.5% of the Small Company Stock Fund and may be considered an
interested person of the Funds.

INVESTMENT MANAGEMENT AND OTHER SERVICES

RE Advisers, 4301 Wilson Boulevard, Arlington, VA 22203, serves as investment
manager of the Daily Income Fund, Short-Term Government Securities Fund,
Short-Term Bond Fund, Value Fund and Small Company Stock Fund pursuant to
separate Investment Management Agreements that have been annually approved by
the Board of Directors of the Homestead Funds, including a majority of
independent Directors. The Investment Management Agreements with respect to the
Daily Income Fund and the Value Fund were approved by the majority vote of the
respective shareholders of the Daily Income Fund and the Value Fund at the
Meetings of Shareholders held on November 25 and 26, 1996. The Investment
Management Agreement between the Homestead Funds, with respect to the Short-Term
Government Securities Fund and Short-Term Bond Fund, and RE Advisers was
approved by the majority vote of the shareholders of the Short-Term Government
Securities Fund and Short-Term Bond Fund at the Meeting of Shareholders held on
December 12, 1996.

The initial term of each Investment Management Agreement is one year. However,
once the Investment Management Agreements for each Fund are approved by the
respective shareholders of each Fund, each such Agreement may continue in effect
from year to year thereafter

<PAGE> 61

if approved at least annually by a vote of a majority of the Board of Directors
(including a majority of the Directors who are not parties to the Investment
Management Agreement or interested persons of any such parties) cast in person
at a meeting called for the purpose of voting on such renewal, or by the vote of
a majority of the outstanding shares of the particular Fund.

RE ADVISERS

The directors and the principal executive officers of RE Advisers are Anthony C.
Williams, Peter R. Morris, and Stuart E. Teach. RE Advisers is a direct
subsidiary of RE Investment, which is a wholly-owned subsidiary of NRECA United,
Inc., a holding company organized by NRECA to hold stock of certain NRECA
subsidiaries.

In addition to the duties set forth in the Prospectus, RE Advisers, in
furtherance of such duties and responsibilities, is authorized and has agreed to
provide or perform the following functions: (1) formulate and implement a
continuing investment program for use in managing the assets and resources of
each Fund in a manner consistent with each Fund's investment objectives,
investment program, policies, and restrictions, which program may be amended and
updated from time to time to reflect changes in financial and economic
conditions; (2) make all determinations with respect to the investment of each
Fund's assets in accordance with (a) applicable law, (b) each Fund's investment
objectives, investment program, policies, and restrictions as provided in the
Homestead Funds' Prospectus and Statement of Additional Information, as amended
from time to time, (c) provisions of the Internal Revenue Code of 1986, as
amended (the "Code"), relating to regulated investment companies, and (d) such
other limitations as the Board of Directors of the Homestead Funds may impose by
written notice; (3) make all determinations as to the purchase or sale of
portfolio securities, including advising the Board of Directors as to certain
matters involving each Fund's portfolio securities that are not in the nature of
investment decisions; (4) buy, sell, exchange, convert for each Fund's use, and
otherwise trade in portfolio securities and other assets; (5) furnish to the
Board of Directors periodic reports concerning RE Adviser's economic outlook and
investment strategy, as well as information concerning each Fund's portfolio
activity and investment performance; (6) select the broker-dealers,
underwriters, or issuers to be used, place orders for the execution of portfolio
transactions with such broker-dealers, underwriters or issuers, and negotiate
the commissions (if any) for the execution of transactions in securities with or
through such broker-dealers, underwriters or issuers selected by RE Advisers;
(7) obtain and evaluate business and financial information in connection with
the exercise of its duties; (8) determine the quality of the Daily Income Fund's
portfolio; (9) determine the creditworthiness of the issuers, obligors, or
guarantors of portfolio securities; and (10) evaluate the creditworthiness of
any entities with which the Funds propose to engage in repurchase transactions.
In addition, RE Advisers has agreed to provide a number of administrative
services to the Homestead Funds (other than the Stock Index Fund) including:
maintenance of these Funds' corporate existence and corporate records;
maintenance of the registration and qualification of each Fund's shares under
federal and state law; coordination and supervision of the financial,
accounting, and administrative functions for each Fund; selection, coordination
of the activities of, supervision, and service as liaison with various agents
and other parties employed by these Funds (e.g., custodian, transfer agent,
auditors, and attorneys); and assistance in the preparation and development of
all shareholder communications and reports. RE Advisers also will furnish to or
place at the disposal of these Funds such information, reports, evaluations,
analyses, and opinions as these Funds may, from time to time, reasonably request
or which RE Advisers believes would be helpful to these Funds.

RE Advisers has also agreed to provide a number of administrative services to
the Stock Index Fund including: maintenance of the Stock Index Fund's corporate
existence and corporate records; maintenance of the registration and
qualification of the Fund's shares under federal and state law; coordination and
supervision of the financial, accounting, and administrative functions for the
Fund; selection, coordination of the activities of, supervision, and service as
liaison with various agents and other parties employed by the Fund (e.g.,
custodian, transfer agent, auditors, and attorneys); and assistance in the
preparation and development of all shareholder communications and reports. RE
Advisers also will furnish to or place at the disposal of the Fund such
information, reports, evaluations, analyses, and opinions as the Fund may, from
time to time, reasonably request or which RE Advisers believes would be helpful
to the Fund. As compensation for these services and for the expenses which it
assumes, RE Advisers receives from the Stock Index Fund, on a monthly basis, an
administration fee based on the Stock Index Fund's average daily net assets at
an annualized rate equal to .25% of average daily net assets.

Under a Joint Services Agreement by and between NRECA, RE Advisers and RE
Investment Corporation ("RE Investment"), NRECA has agreed to provide personnel,
property, and services to RE Investment and RE Advisers in carrying out their
responsibilities and services under agreements with the Homestead Funds. In
turn, RE Advisers has agreed to provide, without cost to the Homestead Funds,
persons (who are directors, officers, or employees of RE Advisers) to serve as
directors, officers, or members of any committees of the Board of Directors of
the Homestead Funds. As between the Homestead Funds and RE Advisers, RE Advisers
has agreed to pay all

20
<PAGE> 62

necessary salaries, expenses and fees, if any, of the directors, officers and
employees of the Homestead Funds who are affiliated with RE Advisers.

As compensation for its services and for the expenses which it assumes, the
Homestead Funds pay RE Advisers, on a monthly basis, an investment management
fee based on each Fund's average daily net assets at the following annualized
rates: with respect to the Daily Income Fund, .50% of average daily net assets;
with respect to the Short-Term Government Securities Fund, .45% of average daily
net assets; with respect to the Short-Term Bond Fund, .60% of average daily net
assets; with respect to the Value Fund, .65% of average daily net assets up to
$200 million; .50% of average daily net assets up to the next $200 million; and
.40% of average daily net assets in excess of $400 million; and with respect to
the Small Company Stock Fund, .85% of average daily net assets up to $200
million and .75% of average daily net assets in excess of $200 million.

For the years ended December 31, 1998, 1997, and 1996 investment management
fees paid to RE Advisers by the Daily Income Fund were $238,712, $265,580, and
$239,975, respectively, the Short-Term Bond Fund paid $658,465, $458,287, and
$327,392, respectively, and the Value Fund paid $2,423,588, $1,902,966, and
$978,928, respectively. For the period ended December 31, 1998, the Short-Term
Government Securities Fund paid $33,741, and the Small Company Stock Fund paid
no investment management fees, pursuant to the provisions contained in the
Expense Limitation Agreement with respect to that Fund. The investment
management fees for each Fund were paid pursuant to provisions contained in the
Expense Limitation Agreement between the Homestead Funds and RE Advisers, with
respect to each Fund and are described directly below. The administration fee
paid to RE Advisers in connection with the Stock Index Fund is also subject to
an Expense Limitation Agreement as described directly below.

Each Expense Limitation Agreement provides that to the extent that the aggregate
expenses incurred by each Fund in any fiscal year, including but not limited to
fees of RE Advisers, computed as hereinabove set forth (but excluding interest,
taxes, brokerage commissions, and other expenditures which are capitalized in
accordance with generally accepted accounting principles, and other
extraordinary expenses not incurred in the ordinary course of each Fund's
business) (hereinafter referred to as "Fund Operating Expenses"), exceed the
lowest applicable limit actually enforced by any state in which a Fund's shares
are qualified for sale ("State Expense Limit"), such excess amount ("Excess
Amount") will be the liability of RE Advisers. To determine RE Advisers'
liability for the Excess Amount, the Fund Operating Expenses will be annualized
monthly as of the last day of the month. If the annualized Fund Operating
Expenses for any month exceed the State Expense Limit, RE Advisers will first
waive or reduce its investment management fee or administration fee for such
month, as appropriate, to the extent necessary to pay such Excess Amount. In the
event the Excess Amount exceeds the amount of the investment management or
administration fee for such month, RE Advisers, in addition to waiving its
entire investment management or administration fee for such month, will also
remit to the applicable Fund the difference between the Excess Amount and the
amount due as the investment management or administration fee, provided,
however, that an adjustment will be made on or before the last day of the first
month of the next succeeding fiscal year if the aggregate Fund Operating
Expenses for that Fund for the fiscal year do not exceed the State Expense
Limit.

In addition, the Expense Limitation Agreements provide that RE Advisers is also
liable for any other Fund Operating Expenses which in any year exceed .80% of
the Daily Income Fund's average daily net assets; .75% of the Short-Term
Government Securities Fund's or Short-Term Bond Fund's or Stock Index Fund's
average daily net assets; and 1.25% of the Value Fund's average daily net assets
1.50% of the Small Company Stock Fund's average daily net assets; (the
"Operating Expense Limit"). To determine RE Advisers' liability for each Fund's
expenses, the expenses of each Fund will be annualized monthly as of the last
day of the month. If the annualized expenses for any month exceed the Operating
Expense Limit, for each Fund, such excess amount ("Excess Operating Amount")
will be the liability of RE Advisers. To pay such liability, RE Advisers will
first waive or reduce its investment management or administration fee for such
month, as appropriate, and, if necessary, will also assume as its own expense
and reimburse each Fund for the difference between the Excess Operating Amount
and the investment management or administration fee up to the amount of the
State Expense Limit; provided, however, that an adjustment, if necessary, will
be made on or before the last day of the first month of the next succeeding
fiscal year, if the aggregate Fund Operating Expenses for the fiscal year do not
exceed the Operating Expense Limit.

For the period ended December 31, 1998, RE Advisers assumed and reimbursed Fund
Operating Expenses for the Small Company Stock Fund in the amount of $28,910
and waived investment management fees in the amount of $31,553. For the years
ended December 31, 1998, 1997, and 1996 RE Advisers waived or reduced its
investment management fee by $38,513, $17,263, and $28,659, respectively, for
the Daily Income Fund, $56,429, $56,654, and $24,988, respectively, for the
Short-Term Government Securities Fund, and $113,610, $120,074, and $10,694,
respectively, for the Short-Term Bond Fund.

<PAGE> 63

The Adviser is taking appropriate steps to assess the impact of the Year 2000 on
all computer systems used by the Funds. The primary computer systems used by the
Funds are provided by PNC Bank ("PNC"), in its capacity as custodian, and PFPC,
Inc. ("PFPC"), in its capacity as accounting services agent, as well as the
transfer, dividend disbursing and shareholder servicing agent. The Adviser is
monitoring PNC's and PFPC's assessment of the impact of the Year 2000 on their
computer systems. PNC and PFPC have completed their assessments and plan to
complete corrective actions prior to December 31, 1998. At this time, the
projected costs for system modifications or other corrective actions to address
the Year 2000 is not expected to have a significant impact on the Funds.

BANKERS TRUST COMPANY

Bankers Trust Company ("BT") is the Equity 500 Index Portfolio's investment
adviser. BT is the principal banking subsidiary of Bankers Trust Corporation.
Bankers Trust Corporation is a wholly owned subsidiary of Deutsche Bank.
Deutsche Bank is a banking company with limited liability organized under the
laws of the Federal Republic of Germany. Deutsche Bank is the parent company of
a group consisting of banks, capital markets companies, fund management
companies, mortgage banks, a property finance company, installment financing
and leasing companies, insurance companies, research and consultancy companies
and other domestic and foreign companies.

BT may have deposit, loan and other commercial banking relationships with the
issuers of obligations that may be purchased on behalf of the Equity 500 Index
Portfolio, including outstanding loans to such issuers that could be repaid in
whole or in part with the proceeds of securities so purchased. Such affiliates
deal, trade and invest for their own accounts in such obligations and are among
the leading dealers of various types of such obligations. BT has informed the
Equity 500 Index Portfolio that, in making its investment decisions, it does not
obtain or use material inside information in its possession or in the possession
of any of its affiliates. In making investment recommendations for the Equity
500 Index Portfolio, BT will not inquire or take into consideration whether an
issuer of securities proposed for purchase or sale by the Equity 500 Index
Portfolio is a customer of BT, its parent or its subsidiaries or affiliates and,
in dealing with its customers, BT, its parent, subsidiaries and affiliates will
not inquire or take into consideration whether securities of such customers are
held by any fund managed by BT or any such affiliate.

Under the Agreement, BT receives a fee from the Portfolio, computed daily and
paid monthly, at the annual rate of 0.075% of the average daily net assets of
the Portfolio. For the period January 1, 1998 to May 6, 1998, the fee was 0.10%
of the average daily net assets of the Portfolio. For the fiscal years ended
December 31, 1998, 1997 and 1996, BT earned $3,186,503, $2,430,147 and
$1,505,963, respectively, as compensation for investment advisory services
provided to the Portfolio. During the same periods, BT reimbursed $799,296,
$1,739,490 and $870,024, respectively, to the Portfolio to cover expenses.

Under the Administration Agreement, RE Advisers presently monitors the services
provided by BT to the Equity 500 Index Portfolio. In the event that the Board
determines that it is in the best interest of the Index Fund's shareholders to
withdraw its investment from the Equity 500 Index Portfolio, the Manager would
become responsible for directly managing the assets of the Index Fund. In such
event, the Fund would pay the Manager an annual fee of up to 0.10% of the Fund's
average net assets, accrued daily and paid monthly.

BT provides administrative services to the Equity 500 Index Portfolio. Under the
administration and services agreement between the Equity 500 Index Portfolio and
BT, BT is obligated on a continuous basis to provide such administrative
services as the Equity 500 Index Portfolio Board reasonably deems necessary for
the proper administration of the Portfolio. BT generally will assist in all
aspects of the Portfolio's operations; supply and maintain office facilities
(which may be in BT's own offices), statistical and research data, data
processing services, clerical, accounting, bookkeeping and recordkeeping
services (including without limitation the maintenance of such books and records
as are required under the 1940 Act and the rules thereunder, except as
maintained by other agents), internal auditing,

22
<PAGE> 64

executive and administrative services, and stationery and office supplies;
prepare reports to investors; prepare and file tax returns; supply financial
information and supporting data for reports to and filing with the SEC and
various state Blue Sky authorities; supply supporting documentation for
meetings of the Equity 500 Index Portfolio Board; provide monitoring reports
and assistance regarding compliance with its Declaration of Trust, By-Laws,
investment objectives and policies and with Federal and state securities laws;
arrange for appropriate insurance coverage; calculate net asset values, net
income and realized capital gains or losses; and negotiate arrangements with,
and supervise and coordinate the activities of, agents and others to supply
services.

For the years ended December 31, 1996, 1997 and 1998, BT earned, $752,981,
$1,215,073 and $676,625, respectively, as compensation for administrative and
other services provided to the Equity 500 Index Portfolio.

CUSTODIANS

PNC Bank ("PNC"), 400 Bellevue Parkway, Wilmington, DE 19809, is custodian of
the securities and cash owned by the Funds. PNC is responsible for holding all
securities and cash of each Fund, receiving and paying for securities purchased,
delivering against payment securities sold, receiving and collecting income from
investments, making all payments covering expenses of the Homestead Funds,
computing the net asset value of each Fund, calculating each Fund's standardized
performance information, and performing other administrative duties, all as
directed by persons authorized by the Homestead Funds. PNC does not exercise any
supervisory function in such matters as the purchase and sale of portfolio
securities, payment of dividends, or payment of expenses of the Funds or the
Homestead Funds. Portfolio securities of the Funds purchased in the United
States are maintained in the custody of PNC and may be entered into the Federal
Reserve Book Entry System, or the security depository system of the Depository
Trust Company. Pursuant to the Custodian Agreement, portfolio securities
purchased outside the United States are maintained in the custody of various
foreign custodians, including foreign banks and foreign securities depositories,
as are approved by the Board of Directors, in accordance with regulations under
the 1940 Act. The Funds may invest in obligations of PNC and may purchase or
sell securities from or to PNC.

PFPC, Inc. is the transfer agent and dividend disbursing agent for the Funds and
provides the Funds with various shareholder services, including shareholder
communications and responses to shareholder inquiries.

Bankers Trust Company, New York, NY, serves as custodian and transfer agent for
the assets of the Equity 500 Index Portfolio.

BROKERAGE ALLOCATION AND OTHER PRACTICES

RE ADVISERS

Neither the Homestead Funds nor any of its Directors or officers nor those of RE
Advisers have any interest in any brokerage firm through which or with which
each Fund effects purchases or sales of its portfolio securities that would
cause such brokerage firm to be considered an affiliated person of such entity
or person.

Subject to the general supervision of the Board of Directors, RE Advisers is
responsible for making decisions with respect to the purchase and sale of
portfolio securities on behalf of each Fund. RE Advisers is also responsible for
the implementation of those decisions, including the selection of broker-dealers
to effect portfolio transactions, the negotiation of commissions, and the
allocation of principal business and portfolio brokerage.

Purchases and sales of common stock and other equity securities are usually
effected on an exchange through brokers who charge a commission. The purchase of
money market instruments and other debt securities traded in the
over-the-counter market usually will be on a principal basis directly from
issuers or dealers serving as primary market makers. Occasionally, equity
securities may be traded in the over-the-counter market as well. The price of
such money market instruments and debt securities, as well as equity securities
traded in the over-the counter market, is usually negotiated, on a net basis,
and no brokerage commissions are paid. Although no stated commissions are paid
for securities traded in the over-the-counter market, transactions in such
securities with dealers usually include the dealer's "mark-up" or "mark-down."
Money market instruments and other debt securities as well as certain equity
securities may also be

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<PAGE> 65

purchased in underwritten offerings, which include a fixed amount of
compensation to the underwriter, generally referred to as the underwriting
discount or concession.

In selecting brokers and dealers to execute transactions for each Fund, RE
Advisers' primary consideration is to seek to obtain the best execution of the
transactions, at the most favorable overall price, and in the most effective
manner possible, considering all the circumstances. Such circumstances include:
the price of the security; the rate of the commission or broker-dealer's
"spread"; the size and difficulty of the order; the reliability, integrity,
financial condition, general execution and operational capabilities of competing
broker-dealers; and the value of research and other services provided by the
broker-dealer. RE Advisers may also rank broker-dealers based on the value of
their research services and may use this ranking as one factor in its selection
of broker-dealers.

In placing orders for each Fund, RE Advisers, subject to seeking best execution,
is authorized pursuant to the Investment Management Agreements to cause each
Fund to pay broker-dealers that furnish brokerage and research services (as such
services are defined under Section 28(e) of the Securities Exchange Act of 1934,
as amended (the "1934 Act")) a higher commission than that which might be
charged by another broker-dealer that does not furnish such brokerage and
research services or who furnishes services of lesser value. However, such
higher commissions must be deemed by RE Advisers as reasonable in relation to
the brokerage and research services provided by the broker-dealer, viewed in
terms of either that particular transaction or the overall decision-making
responsibilities of RE Advisers with respect to the Homestead Funds or other
accounts, as to which it exercises investment discretion (as such term is
defined under Section 3(a)(35) of the 1934 Act).

For the years ended December 31, 1998, 1997 and 1996, the Daily Income Fund,
Short-Term Government Securities Fund and Short-Term Bond Fund paid no brokerage
commissions. For the years ended December 31, 1998, 1997, and 1996 the Value
Fund paid $221,868, $158,740 and $116,507 respectively and for the period ended
December 31, 1998, the Small Company Stock Fund paid $13,763 in brokerage
commissions, all of which were paid to brokers that provided research and other
brokerage services to RE Advisers.

RE Advisers currently provides investment advice to the Homestead Funds as well
as certain private advisory accounts. In addition, persons employed by RE
Advisers currently provide investment advice to and supervision and monitoring
of a qualified defined benefit plan, a qualified defined contribution plan, and
a welfare benefit plan provided by NRECA for its employees and employees of its
rural electric cooperative members ("NRECA Plans"). Some of the NRECA Plans and
other accounts have investment objectives and programs similar to the Homestead
Funds. Accordingly, occasions may arise when RE Advisers and the NRECA
investment personnel may engage in simultaneous purchase and sale transactions
of securities that are consistent with the investment objectives and programs of
the Homestead Funds, the NRECA Plans, and other accounts.

On those occasions when such simultaneous investment decisions are made, RE
Advisers and the NRECA investment personnel will allocate purchase and sale
transactions in an equitable manner according to written procedures approved by
the Homestead Funds' Board of Directors. Specifically, such written procedures
provide that, in allocating purchase and sale transactions made on a combined
basis, RE Advisers and the NRECA investment personnel will seek to achieve the
same average unit price of securities for each entity and will seek to allocate,
as nearly as practicable, such transactions on a pro-rata basis substantially in
proportion to the amounts ordered to be purchased or sold by each entity. Such
procedures may, in certain instances, be either advantageous or disadvantageous
to the Homestead Funds.

BANKERS TRUST COMPANY

BT may utilize the expertise of any of its worldwide subsidiaries and affiliates
to assist in its role as investment adviser. All orders for investment
transactions on behalf of the Equity 500 Index Portfolio are placed by BT with
broker-dealers and other financial intermediaries that it selects, including
those affiliated with BT. A BT affiliate will be used in connection with a
purchase or sale of an investment for the Equity 500 Index Portfolio only if BT
believes that the affiliate's charge for the transaction does not exceed usual
and customary levels. The Equity 500 Index Portfolio will not invest in
obligations for which BT or any of its affiliates is the ultimate obligor or
accepting bank. The Portfolio may, however, invest in the obligations of
correspondents and customers of BT.

In selecting brokers or dealers to execute particular transactions for the
Equity Index 500 Portfolio, BT is authorized to consider "brokerage and research
services" (as those terms are defined in Section 28(e) of the Securities
Exchange Act of 1934), provision of statistical quotations (including the
quotations necessary to determine a Portfolio's net asset value), and other
information provided to the applicable

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<PAGE> 66

Portfolio, and to BT or its affiliates, provided, however, that BT determines
that it has received the best net price and execution available. BT is also
authorized to cause a Portfolio to pay a commission to a broker or dealer who
provides such brokerage and research services for executing a portfolio
transaction which is in excess of the amount of the commission another broker or
dealer would have charged for effecting that transaction. The Trustees or BT, as
appropriate, must determine in good faith, however, that such commission was
reasonable in relation to the value of the brokerage and research services
provided viewed in terms of that particular transaction or in terms of all the
accounts over which BT exercises investment discretion.

For the fiscal years ended December 31, 1996, 1997 and 1998 the Equity 500 Index
Portfolio paid the following brokerage commissions: $289,791, $341,058 and
$534,801. The S&P 500 Index Fund was not operational during these years.
Shareholders of the S&P 500 Index Fund bear only their pro-rata portion of the
brokerage commissions paid.

The fees of the investment advisers are not reduced by reason of receipt of such
brokerage and research services. However, with disclosure to and pursuant to
written guidelines approved by the Equity 500 Index Portfolio Board, BT or its
affiliated broker-dealer may execute portfolio transactions and receive usual
and customary brokerage commissions (within the meaning of Rule 17e-1 under the
1940 Act) for doing so.

In certain instances there may be securities that are suitable for the Equity
500 Index Portfolio as well as for one or more of BT's other clients. Investment
decisions for the Equity 500 Index Portfolio and for BT's other clients are made
with a view to achieving their respective investment objectives. It may develop
that a particular security is bought or sold for only one client even though it
might be held by, or bought or sold for, other clients. Likewise, a particular
security may be bought for one or more clients when one or more clients are
selling that same security.

Some simultaneous transactions are inevitable when several clients receive
investment advice from the same investment adviser, particularly when the same
security is suitable for the investment objectives of more than one client. When
two or more clients are simultaneously engaged in the purchase or sale of the
same security, the securities are allocated among clients in a manner believed
to be equitable to each. It is recognized that in some cases this system could
have a detrimental effect on the price or volume of the security as far as the
Equity 500 Index Portfolio is concerned. However, it is believed that the
ability of the Equity 500 Index Portfolio to participate in volume transactions
will produce better executions for the Portfolio.

PURCHASE AND REDEMPTION OF SECURITIES BEING OFFERED

The shares of each Fund are offered to the public for purchase directly through
RE Investment, which serves as the principal underwriter and distributor for the
Homestead Funds.

The offering and redemption price of the shares of each Fund is based upon that
Fund's net asset value per share next determined after a purchase order or
redemption request has been received in good order by the Homestead Funds'
transfer agent. See "Determination of Net Asset Value" below. Each Fund intends
to pay all redemptions of its shares in cash. However, each Fund may make full
or partial payment of any redemption request by the payment to shareholders of
portfolio securities of the applicable Fund or, in the case of the Index Fund,
of the Equity 500 Index Portfolio (i.e., by redemption-in-kind), at the value of
such securities used in determining the redemption price. Nevertheless, pursuant
to Rule 18f-1 under the 1940 Act, each Fund is committed to pay in cash to any
shareholder of record, all such shareholder's requests for redemption made
during any 90-day period, up to the lesser of $250,000 or 1% of the applicable
Fund's net asset value at the beginning of such period. The securities to be
paid in-kind to any shareholders will be readily marketable securities selected
in such manner as the Board of Directors of the Homestead Funds and the Trustees
of the Equity 500 Index Portfolio deem fair and equitable. If shareholders were
to receive redemptions-in-kind, they would incur brokerage costs should they
wish to liquidate the portfolio securities received in such payment of their
redemption request. The Funds do not anticipate making redemptions-in-kind.

The right to redeem shares or to receive payment with respect to any redemption
of shares of the Funds may only be suspended (1) for any period during which
trading on the New York Stock Exchange ("Exchange") is restricted or such
Exchange is closed, other than customary weekend and holiday closings, (2) for
any period during which an emergency exists as a result of which disposal of
securities or determination of the net asset value of the Fund is not reasonably
practicable, or (3) for such other periods as the SEC may by order permit for
protection of shareholders of the Funds.

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<PAGE> 67

DETERMINATION OF NET ASSET VALUE

The net asset value of shares of each Fund is normally calculated as of the
close of trading on the Exchange on every day the Exchange is open for trading,
except (1) on days where the degree of trading in the Fund's portfolio
securities would not materially affect the net asset value of the Fund's shares
and (2) on days during which no shares of the Fund were tendered for redemption
and no purchase orders were received. The Exchange is open Monday through Friday
except on the following national holidays: New Year's Day, Martin Luther King,
Jr.'s Birthday, Washington's Birthday, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day and Christmas Day.

The net asset value of each Fund's shares is determined by adding the value of
all securities, cash and other assets of the Fund, subtracting liabilities
(including accrued expenses and dividends payable) and dividing the result by
the total number of outstanding shares in the Fund.

For purposes of calculating the Daily Income Fund's net asset value per share,
portfolio securities are valued on the basis of amortized cost, which method
does not take into account unrealized gains or losses on the portfolio
securities. Amortized cost valuation involves initially valuing a security at
its cost, and thereafter, assuming a constant amortization to maturity of any
discount or premium, regardless of the impact of fluctuating interest rates on
the market value of the security. While this method provides certainty in
valuation, it may result in periods during which the value of a security, as
determined by amortized cost, may be higher or lower than the price the Daily
Income Fund would receive if it sold the security.

For purposes of calculating the net asset value per share of the Short-Term
Government Securities Fund, Short-Term Bond Fund, the Index Fund Value Fund and
Small Company Stock Fund, portfolio securities are valued primarily based on
market quotations, or if market quotations are not available, by a method that
the Board of Directors believes accurately reflects fair value. In accordance
with procedures and agreements approved by the Board of Directors, the Homestead
Funds will use PFPC to perform the above-described valuation functions and RE
Advisers continuously monitors PFPC's performance of those functions.

DISTRIBUTION OF SHARES

Pursuant to a Distribution Agreement between the Homestead Funds and RE
Investment, a wholly-owned subsidiary of NRECA United, Inc., a holding company
organized by NRECA, RE Investment serves as the exclusive principal underwriter
and distributor of the shares of each Fund in a continuous offering.

Under the terms of the Distribution Agreement, RE Investment is not obligated to
sell any specific number of shares of the Funds. Pursuant to the Distribution
Agreement, RE Investment has agreed to bear the costs and expenses incurred by
it in performing its obligations thereunder, including the following costs and
expenses: (1) the printing and distribution of the Homestead Funds' Prospectus,
Statement of Additional Information, and periodic reports to potential investors
in the Funds; (2) the preparation, printing, and distribution of any
advertisement or other sales literature; and, (3) all other expenses which are
primarily for the purpose of promoting the sale of each Fund's shares.

As previously discussed in this Statement of Additional Information, NRECA has
agreed to provide personnel, property, and services to RE Investment in carrying
out its responsibilities and services under its agreement with the Homestead
Funds. In turn, RE Investment has agreed to provide, without cost to the
Homestead Funds, persons to serve as directors, officers, or employees of the
Homestead Funds.

RE Investment will not receive commissions or other compensation for acting as
principal underwriter and distributor of the Homestead Funds, and no commission
or other fee will be paid by the Homestead Funds or RE Investment to any person
or entity in connection with the sale of shares of the Funds.

TAXES

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<PAGE> 68

Each Fund intends to continue to qualify as a "regulated investment company"
("RIC") under Subchapter M of the Code. As such, each Fund must meet the
requirements of Subchapter M of the Code, including the requirements regarding
the character of investments in each Fund, investment diversification, and
distribution.

In general, to qualify as a RIC, at least 90% of the gross income of each Fund
for the taxable year must be derived from dividends, interest, and gains from
the sale or other disposition of securities.

A RIC must distribute to its shareholders 90% of its ordinary income and net
short-term capital gains. Moreover, undistributed net income may be subject to
tax at the RIC level.

In addition, each Fund must declare and distribute dividends equal to at least
98% of its ordinary income (as of the twelve months ended December 31) and
distributions of at least 98% of its capital gains net income (as of the twelve
months ended December 31), in order to avoid a federal excise tax. Each Fund
intends to make the required distributions, but they cannot guarantee that they
will do so. Dividends attributable to a Fund's ordinary income are taxable as
such to shareholders.

A corporate shareholder may be entitled to take a deduction for income dividends
received by it that are attributable to dividends received from a domestic
corporation, provided that both the corporate shareholder retains its shares in
the applicable Fund for more than 45 days and the Fund retains its shares in the
issuer from whom it received the income dividends for more than 45 days. A
distribution of capital gains net income reflects a Fund's excess of net
long-term gains over its net short-term losses. Each Fund must designate income
dividends and distributions of capital gains net income and must notify
shareholders of these designations within sixty days after the close of the
Homestead Funds' taxable year. A corporate shareholder of a Fund cannot use a
dividends-received deduction for distributions of capital gains net income.

If, in any taxable year, a Fund should not qualify as a RIC under the Code: (1)
that Fund would be taxed at normal corporate rates on the entire amount of its
taxable income without deduction for dividends or other distributions to its
shareholders, and (2) that Fund's distributions to the extent made out of that
Fund's current or accumulated earnings and profits would be taxable to its
shareholders (other than shareholders in tax deferred accounts) as ordinary
dividends (regardless of whether they would otherwise have been considered
capital gains dividends), and may qualify for the deduction for dividends
received by corporations.

If a Fund purchases shares in certain foreign investment entities, called
"passive foreign investment companies" ("PFIC"), that Fund may be subject to
U.S. federal income tax on a portion of any "excess distribution" or gain from
the disposition of the shares even if the income is distributed as a taxable
dividend by the Fund to its shareholders. Additional charges in the nature of
interest may be imposed on the Fund with respect to deferred taxes arising from
the distributions or gains. If a Fund were to purchase shares in a PFIC and (if
the PFIC made the necessary information available) elected to treat the PFIC as
a "qualified electing fund" under the Code, in lieu of the foregoing
requirements, the Fund might be required to include in income each year a
portion of the ordinary earnings and net capital gains of the PFIC, even if not
distributed to the Fund, and the amounts would be subject to the 90 percent and
calendar year distribution requirements described above.

TAXATION OF THE PORTFOLIO

The Equity 500 Index Portfolio should be classified as a partnership for federal
income tax purposes and is not a "publicly traded partnership." As a result, the
Portfolio is or should not be subject to federal income tax; instead, each
investor in a Portfolio, such as the Index Fund, is required to take into
account in determining its federal income tax liability its share of the
Portfolio's income, gains, losses, deductions, credits and tax preference items,
without regard to whether it has received any cash distributions from the
Portfolio.

Because, as noted above, the Index Fund is deemed to own a proportionate share
of the Portfolio's assets and to earn a proportionate share of the Portfolio's
income for purposes of determining whether the Index Fund satisfies the
requirements to qualify as a RIC, the Portfolio intends to conduct its
operations so that the Index Fund will be able to satisfy all those
requirements.

Distributions to the Index Fund from the Portfolio (whether pursuant to a
partial or complete withdrawal or otherwise) will not result in the Index Fund's
recognition of any gain or loss for federal income tax purposes, except that (1)
gain will be recognized to the extent any

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<PAGE> 69

cash that is distributed exceeds the Index Fund's basis for its interest in the
Portfolio before the distribution, (2) income or gain will be recognized if the
distribution is in liquidation of the Index Fund's entire interest in the
Portfolio and includes a disproportionate share of any unrealized receivables
held by the Portfolio and (3) loss will be recognized if a liquidation
distribution consists solely of cash and/or unrealized receivables. A Index
Fund's basis for its interest in the Portfolio generally will equal the amount
of cash and the basis of any property the Index Fund invests in the Portfolio,
increased by the Index Fund's share of the Portfolio's net income and gains and
decreased by (a) the amount of cash and the basis of any property the Portfolio
distributes to the Index Fund and (b) the Index Fund's share of the Portfolio's
losses.

Hedging strategies, such as entering into forward contracts and selling and
purchasing options and futures contracts, involve complex rules that will
determine for federal income tax purposes the amount, character and timing of
recognition of gains and losses. The Index Fund's share of the Equity 500 Index
Portfolio's income from options and futures derived with respect to its business
of investing securities will so qualify for the Index Fund.

CAPITAL STOCK AND CORPORATE MATTERS

As a Maryland corporate entity, the Homestead Funds need not hold regular annual
shareholder meetings and, in the normal course, do not expect to hold such
meetings. The Homestead Funds, however, must hold shareholder meetings for such
purposes as, for example: (1) electing the initial Board of Directors; (2)
approving certain agreements as required by the 1940 Act; (3) changing
fundamental investment objectives, policies, and restrictions of the Funds; and
(4) filling vacancies on the Board of Directors in the event that less than a
majority of the Directors were elected by shareholders. The Homestead Funds
expect that there will be no meetings of shareholders for the purpose of
electing Directors unless and until such time as less than a majority of the
Directors holding office have been elected by shareholders. At such time, the
Directors then in office will call a shareholders meeting for the election of
Directors. In addition, holders of record of not less than two-thirds of the
outstanding shares of the Homestead Funds may remove a Director from office by a
vote cast in person or by proxy at a shareholder meeting called for that purpose
at the request of holders of 10% or more of the outstanding shares of the
Homestead Funds. The Funds have the obligation to assist in such shareholder
communications. Except as set forth above, Directors will continue in office and
may appoint successor Directors.

PERFORMANCE INFORMATION ABOUT THE FUNDS

DAILY INCOME FUND YIELD CALCULATION

The Daily Income Fund calculates a seven-day "current yield" based on a
hypothetical account containing one share at the beginning of the seven-day
period. Current yield is calculated for the seven-day period by determining the
net change in the hypothetical account's value for the period (excluding
realized gains and losses from the sale of securities and unrealized
appreciation and depreciation, and including all dividends accrued and dividends
reinvested in additional shares), and dividing the net change in the account
value by the value of the account at the beginning of the period in order to
obtain the base period return. This base period return is then multiplied by
365/7 to annualize the yield figure, which is carried to the nearest
one-hundredth of one percent. Realized capital gains or losses and unrealized
appreciation or depreciation of the assets of the Daily Income Fund are included
in the hypothetical account for only the beginning of the period. Account values
also reflect all accrued expenses.

The Daily Income Fund's compound effective yield for the period is computed by
compounding the unannualized base period return by adding one to the base period
return, raising the sum to a power equal to 365/7, and subtracting one from the
result. Current and compound yields will fluctuate daily. Accordingly, yields
for any given seven-day period do not necessarily represent future results.

The seven-day current yield and compound effective yield of the Daily Income
Fund at December 31, 1998 were 4.76% and 4.87%, respectively.

TOTAL RETURN CALCULATIONS

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<PAGE> 70

Each Fund may provide average annual total return information calculated
according to a formula prescribed by the SEC. According to that formula, average
annual total return figures represent the average annual compounded rate of
return for the stated period. Average annual total return quotations reflect the
percentage change between the beginning value of a static account in the Fund
and the ending value of that account measured by the then current net asset
value of that Fund assuming that all dividends and capital gains distributions
during the stated period were reinvested in shares of the Fund when paid. Total
return is calculated by finding the average annual compounded rates of return of
a hypothetical investment that would equate the initial amount invested to the
ending redeemable value of such investment, according to the following formula:

T=(ERV/P)1/N - 1

where T equals average annual total return; where ERV, the ending redeemable
value, is the value at the end of the applicable period of a hypothetical $1,000
payment made at the beginning of the applicable period; where P equals a
hypothetical initial payment of $1,000; and where n equals the number of years.

The average annual total returns for the 12 months ended December 31, 1998, five
years ended December 31, 1998 and since inception (on November 19, 1990) for the
Daily Income Fund were 4.91%, 4.73% and 4.44%, respectively, and for the Value
Fund were 8.31%, 17.29% and 16.55% respectively. The average annual total
returns for the Short-Term Government Securities Fund for the 12 months ended
December 31, 1998 and since inception (on May 1, 1995) were 5.51% and 5.76%,
respectively. The average annual total returns for the Short-Term Bond Fund for
the 12 months ended December 31, 1998, five years ended December 31, 1998 and
since inception (on November 5, 1991) were 6.40%, 5.76% and 6.11%, respectively.
The average annual total returns as of December 31, 1998 for the Small Company
Stock Fund are not available since inception date was March 4, 1998.

If RE Advisers had not assumed certain Fund Operating Expenses for the Daily
Income Fund, Short-Term Government Securities Fund and Short-Term Bond Fund as
noted above, in accordance with the Expense Limitation Agreement with respect to
each Fund, the average annual total return for the 12 months ended December 31,
1998 would have been 4.84%, 5.23% and 6.31%, respectively.

Each Fund, from time to time, also may advertise its cumulative total return
figures. Cumulative total return is the compound rate of return on a
hypothetical initial investment of $1,000 for a specified period. Cumulative
total return quotations reflect changes in the price of a Fund's shares and
assume that all dividends and capital gains distributions during the period were
reinvested in shares of that Fund. Cumulative total return is calculated by
finding the compound rates of a hypothetical investment over such period,
according to the following formula (cumulative total return is then expressed as
a percentage):

C = (ERV/P) - 1

WHERE:

C = Cumulative Total Return

P = a hypothetical initial investment of $1,000

ERV = ending redeemable value; ERV is the value, at the end of the applicable
period, of a hypothetical $1,000 investment made at the beginning of the
applicable period.

The cumulative total return for the Daily Income Fund from its inception date
(November 19, 1990) to December 31, 1998 was 42.35%; for the Short-Term
Government Securities Fund from its inception date (May 1, 1995) to December 31,
1998 was 22.86%; for the Short-Term Bond Fund from its inception

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<PAGE> 71

date (November 5, 1991) to December 31, 1998 was 52.94%; for the Value Fund from
its inception date (November 19, 1990) to December 31, 1998 was 247.08% and for
the Small Company Stock Fund from its inception date (March 4, 1998) to December
31, 1998 was (11.02)%.

Short-Term Government Securities Fund and Short-Term Bond Fund Yield
Calculations. In addition to providing cumulative total return information, the
Short-Term Government Securities Fund and Short-Term Bond Fund may also
illustrate performance by providing yield information.

Each Fund's yield is based on a specified 30-day (or one month) period and is
computed by dividing the net investment income per share earned during the
specified period by the maximum offering price (i.e., net asset value) per share
on the last day of the specified period, and annualizing the net results
according to the following formula:

a-b 6
YIELD = 2[(____+ 1) -1] cd

Where: a = dividends and interest earned during the period.
b = expenses accrued for the period (net of reimbursements).
c = the average daily number of shares outstanding during the period
that were entitled to receive dividends.
d = the maximum offering price per share on the last day of the period.

Yield fluctuations may reflect changes in net income, and portfolio changes
resulting from net purchases or net redemptions of the Fund's shares may affect
its yield. Accordingly, yield may vary from day to day, and the yield stated for
a particular past period is not necessarily representative of the Fund's future
yield. The yields of the Short-Term Bond Fund and Short-Term Government
Securities Fund are not guaranteed, and the principal is not insured.

The 30-day yield of the Short-Term Government Securities Fund and Short-Term
Bond Fund as of December 31, 1998 was 4.41% and 5.38%, respectively.

From time to time, in reports and promotional literature, each Fund's
performance may be compared to: (1) other groups of mutual funds tracked by: (A)
Lipper Analytical Services, a widely-used independent research firm which ranks
mutual funds by overall performance, investment objectives, and asset size; (B)
Forbes Magazine's Annual Mutual Funds Survey and Mutual Fund Honor Roll; or (C)
other financial or business publications, such as Business Week, Money Magazine,
and Barron's, which provide similar information; (2) the Consumer Price Index
(measure for inflation), which may be used to assess the real rate of return
from an investment in each Fund; (3) other government statistics such as GNP,
and net import and export figures derived from governmental publications, e.g.,
The Survey of Current Business, which may be used to illustrate investment
attributes of each Fund or the general economic, business, investment, or
financial environment in which each Fund operates; (4) Alexander Steele's Mutual
Fund Expert, a tracking service which ranks various mutual funds according to
their performance; and (5) Morningstar, Inc. which ranks mutual funds on the
basis of historical risk and total return. Morningstar rankings are calculated
using the mutual fund's average annual returns for a certain period and a risk
factor that reflects the mutual fund's performance relative to three-month
Treasury bill monthly returns. Morningstar's rankings range from five star
(highest) to one star (lowest) and represent Morningstar's assessment of the
historical risk level and total return of a mutual fund as a weighted average
for 3, 5, and 10-year periods. In each category, Morningstar limits its five
star rankings to 10% of the funds it follows and its four star rankings to 22.5%
of the funds it follows. Rankings are not absolute or necessarily predictive of
future performance.

In addition, the performance of the Daily Income Fund may be compared to indices
of broad groups of similar but unmanaged securities or other benchmarks
considered to be representative of the Daily Income Fund's holdings such as: (1)
Advertising News Service, Inc.'s "Bank Rate Monitor The Weekly Financial Rate
Reporter," a weekly publication which lists the yield on various money market
instruments offered to the public by 100 leading banks and thrift institutions
in the United States, including loan rates offered by these banks; (2) Donoghue
Organization, Inc., "Donoghue's Money Fund Reports," a weekly publication which
tracks net assets, yield, maturity and portfolio holdings of approximately 380
money market mutual funds offered in the United States; and (3) indices prepared
by the research departments of such financial organizations as Lehman Brothers,
Merrill Lynch, Pierce, Fenner and Smith, Inc., and Lipper Analytical Services,
Inc. The performance of the Short-Term Government Securities Fund may be
compared to indices of broad groups of similar but unmanaged securities or other
benchmarks considered to be representative of the Short-Term Government
Securities Fund's holdings, including those listed above for the Short-Term Bond
Fund.

<PAGE> 72

The performance of the Short-Term Bond Fund may be compared to indices of broad
groups of similar but unmanaged securities or other benchmarks considered to be
representative of the Short-Term Bond Fund's holdings, including those listed
above for the Daily Income Fund. Such benchmarks may also include: (1) bank
certificates of deposit ("CDs") which differ from an investment in a mutual fund
in several ways: (a) the interest rate established by the sponsoring bank is
fixed for the term of the CD, (b) there are penalties for early withdrawal from
CDs, and (c) the principal on a CD is insured by the FDIC; (2) Merrill Lynch,
Pierce, Fenner & Smith, Inc., "Taxable Bond Indices," including in particular
the 1-2.99 Years Treasury Note Index; (3) Salomon Brothers, Inc., "Bond Market
Round-Up," a weekly publication that tracks yields and yield prices in a large
group of money market instruments, public corporate debt obligations and U.S.
Government securities; and (4) other indices prepared by the research department
of such financial institutions as Lehman Brothers and Merrill Lynch, Pierce,
Fenner & Smith, Inc.

The performance of the Value Fund also may be compared to indices of broad
groups of similar but unmanaged securities or other benchmarks considered to be
representative of the Value Fund's holdings such as: (1) the Standard and Poor's
500 Composite Stock Index ("S&P 500 Index"), a well known measure of the price
performance of 500 leading large domestic stocks, which together represent
approximately 80% of the capitalization of the United States equity market. The
S&P 500 Index is widely regarded as representative of the equity market in
general and may include companies in which the Value Fund may invest. The S&P
500 Index is unmanaged and capitalization weighted. Performance of the S&P 500
Index assumes reinvestment of all capital gains distributions and dividends paid
by the stocks in that data base; (2) Lipper Analytical Services, Inc.'s "Lipper
Growth and Income Fund Performance Analysis," a monthly publication that tracks
net assets and total return of approximately 143 growth and income mutual funds
offered in the United States; and (3) indices prepared by the research
departments of such financial institutions as Lehman Brothers and Merrill Lynch,
Pierce, Fenner and Smith, Inc.

The performance of the Small Company Stock Fund may be compared to indices of
broad groups of similar but unmanaged securities, such as the Russell 2000.

The performance of the indices that may be used as benchmarks for each Fund's
performance, unlike the returns of the Funds, do not include the effect of
paying brokerage costs (for equity securities) and other transaction costs that
investors normally incur when investing directly in the securities in those
indices.

The Homestead Funds may also illustrate a particular Fund's investment returns
or returns in general by graphs and charts, that compare, at various points in
time, the return from an investment in the particular Fund (or returns in
general) on a tax-deferred basis (assuming reinvestment of capital gains and
dividends and assuming one or more tax rates) with the same return on a taxable
basis. In this regard, information derived from the following chart may be used:

TAX-DEFERRED VERSUS TAXABLE RETURNS

Assuming 9% annual rate of return, $2,000 annual contribution and 28% tax
bracket, the following is a comparison of tax-deferred and taxable returns:

<TABLE>
<CAPTION>
YEAR TAXABLE TAX DEFERRED
---------- -------------- -------------------
<S> <C> <C>
10 $ 28,700 $ 33,100
15 $ 51,400 $ 64,000
20 $ 82,500 $ 111,500
25 $ 125,100 $ 184,600
30 $ 183,300 $ 297,200
</TABLE>

INDEPENDENT AUDITORS

Deloitte & Touche LLP, whose address is 117 Campus Drive, Princeton, NJ 08540,
have been selected as the independent auditors for the Homestead Funds.

31
<PAGE> 73

The audited financial statements for the fiscal year ended December 31, 1998
and the report of the independent auditors' for the year then ended, are
included in the Homestead Funds' Annual Report to Shareholders for December 31,
1998 ("Annual Report"). The financial statements for the period January 1, 1999
through June 30, 1999, on an unaudited basis, are included in the Homestead
Fund's Semi-Annual Report for that period. The Annual Report as of December 31,
1998, and the Semi-Annual Report, as of June 30, 1999, are both incorporated by
reference in this Statement of Additional Information.

LEGAL MATTERS

Legal advice regarding certain matters relating to the federal securities laws
applicable to the offer and sale of the shares described in the Prospectus has
been provided by Jorden Burt Boros Cicchetti Berenson & Johnson LLP, 1025 Thomas
Jefferson Street, N.W., Washington, DC 20007 which serves as Special Counsel to
the Homestead Funds.

32
<PAGE> 74

APPENDIX

DESCRIPTION OF RATINGS OF CERTAIN MONEY MARKET SECURITIES AND OTHER DEBT
SECURITIES

DESCRIPTION OF MOODY'S INVESTORS SERVICE, INC.'S COMMERCIAL PAPER RATINGS:

Prime-1 (or related institutions) have a superior capacity for repayment of
short-term promissory obligations. Prime-1 repayment capacity will normally be
evidenced by the following characteristics:

1. Leading market positions in well established industries. High rates of return
on funds employed.

2. Conservative capitalization structures with moderate reliance on debt and
ample asset protection.

3. Broad margins in earnings coverage of fixed financial charges and high
internal cash generation.

4. Well established access to a range of financial markets and assured sources
of alternate liquidity.

Prime-2 (or related supporting institutions) have a strong capacity for
repayment of short term promissory obligations. This will normally be evidenced
by many of the characteristics cited above but to a lesser degree. Earnings
trends and coverage ratios, while sound, will be more subject to variation.
Capitalization characteristics, while still appropriate, may be more affected by
external conditions. Ample alternate liquidity is maintained.

DESCRIPTION OF MOODY'S INVESTORS SERVICE, INC.'S CORPORATE BOND RATINGS:

Aaa--Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edge." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

Aa--Bonds which are rated Aa are judged to be a high-quality by all standards.
Together with the Aaa group they comprise what are generally known as high-grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present which make
the long term risks appear somewhat larger than in Aaa securities.

A--Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.

Baa--Bonds which are rated Baa are considered medium grade obligations, i.e.,
they are neither highly protected nor poorly secured. Interest payments and
principal security appear adequate for the present, but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and may
have speculative characteristics as well.

DESCRIPTION OF STANDARD & POOR'S CORPORATION'S COMMERCIAL PAPER RATINGS:

A-1--This designation indicates that the degree of safety regarding timely
payment is either overwhelming or very strong. Those issues determined to
possess overwhelming safety characteristics will be denoted with a plus (+) sign
designation.

33
<PAGE> 75

A-2--Capacity for timely payment on issues with this designation is strong.
However, the relative degree of safety is not as high as for issues designated
A-1.

DESCRIPTION OF STANDARD & POOR'S CORPORATION'S CORPORATE BOND RATINGS:

AAA--This is the highest rating assigned by Standard & Poor's to a debt
obligation and indicates an extremely strong capacity to pay principal and
interest.

AA--Bonds rated AA also qualify as high quality debt obligations. Capacity to
pay principal and interest is very strong, and in the majority of instances they
differ from AAA issues only in small degree.

A--Bonds rated A have strong capacity to pay principal and interest, although
they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions.

BBB--Bonds rated BBB are medium-grade category bonds, which are regarded as
having adequate capacity to pay principal and interest. Although these bonds
have adequate asset coverage and normally are protected by satisfactory
earnings, adverse economic conditions or changing circumstances are more likely
to lead to weakened capacity to pay interest and principal.

DESCRIPTION OF FITCH INVESTOR'S SERVICE, INC.'S COMMERCIAL PAPER RATINGS:

Fitch-1--(Highest Grade) Commercial paper assigned this rating is regarded as
having the strongest degree of assurance for timely payment.

Fitch-2--(Very Good Grade) Issues assigned this rating reflect an assurance of
timely payment only slightly less in degree than the strongest issues.

DESCRIPTION OF FITCH INVESTOR'S SERVICE, INC.'S CORPORATE BOND RATINGS:

AAA--Bonds of this rating are regarded as strictly high grade, broadly
marketable, suitable for investment by trustees and fiduciary institutions, and
liable to but slight market fluctuation other than through changes in the money
rate. The factor last named is of importance, varying with the length of
maturity. Such bonds are mainly senior issues of strong companies, and are most
numerous in the railway and public utility fields, though some industrial
obligations have this rating. The prime feature of an AAA bond is a showing of
earnings several times or many times interest requirements with such stability
of applicable earnings that safety is beyond reasonable question whatever
changes occur in conditions. Other features may enter, such as a wide margin of
protection through collateral security or direct lien on specific property as in
the case of high-class equipment certificates or bonds that are first mortgages
on valuable real estate. Sinking funds or voluntary reduction of the debt, by
call or purchase are often factors, while guarantee or assumption by parties
other than the original debtor may influence the rating.

AA--Bonds in this group are of safety virtually beyond question, and as a class
are readily saleable while many are highly active. Their merits are not greatly
unlike those of the "AAA" class, but a bond so rated may be of junior though
strong lien--in many cases directly following an AAA bond--or the margin of
safety is strikingly broad. The issue may be the obligation of a small company,
strongly secured but influenced as to rating by the lesser financial power of
the enterprise and more local type of market.

DESCRIPTION OF DUFF & PHELPS INC.'S COMMERCIAL PAPER RATINGS:

Duff 1--High certainty of timely payment. Liquidity factors are excellent and
supported by strong fundamental protection factors. Risk factors are minor.

34
<PAGE> 76

Duff 2--Good certainty of timely payment. Liquidity factors and company
fundamentals are sound. Although ongoing internal funds needs may enlarge total
financing requirements, access to capital markets is good. Risk factors are
small.

DESCRIPTION OF DUFF & PHELPS INC.'S CORPORATE BOND RATINGS:

Duff 1--Highest credit quality. The risk factors are negligible, being only
slightly more than for risk-free U.S. Treasury debt.

Duff 2,3,4--High credit quality. Protection factors are strong. Risk is modest
but may vary slightly from time to time because of economic conditions.

35
<PAGE> 77

PART C. OTHER INFORMATION

ITEM 23. EXHIBITS.

1.(a). Articles of Incorporation of Homestead Funds, Inc.(1)

1.(b). Articles Supplementary to the Articles of
Incorporation.

2. By-Laws of Homestead Funds, Inc.(1)

3.(a). Specimen Certificate of Stock of the Daily Income Fund.
(3)

3.(b). Specimen Certificate of Stock of the Value Fund.(3)

3.(c). Specimen Certificate of Stock of the Short-Term Bond
Fund.(4)

3.(d). Specimen Certificate of Stock of the Short-Term
Government Securities Fund.(9)

3.(e). Specimen Certificate of Stock of the Small Company
Stock Fund.(13)

4.(a). Investment Management Agreement by and between
Homestead Funds, Inc., on behalf of the Daily Income
Fund,and RE Advisers Corporation.(11)

4.(b). Investment Management Agreement by and between
Homestead Funds, Inc., on behalf of the Value Fund,
and RE Advisers Corporation.(11)

<PAGE> 78

4.(c). Investment Management Agreement by and between
Homestead Funds, Inc., on behalf of the Short-Term
Bond Fund, and RE Advisers Corporation.(11)

4.(d). Investment Management Agreement by and between
Homestead Funds, Inc., on behalf of the Short-Term
Government Securities Fund, and RE Advisers
Corporation.(11)

4.(e) Investment Management Agreement by and between
Homestead Funds, Inc., on behalf of the Small
Company Stock Fund, and RE Advisers
Corporation.(13)

4.(f) Third Party Fund Agreement by and among RE Advisers
Corporation, on behalf of its Stock Index Fund,
BT Investment Funds, RE Investment Corporation and
Bankers Trust Company.

5. Distribution Agreement between Homestead Funds, Inc.
and RE Investment Corporation.(3)

6. Not applicable.

7. Custodian Agreement by and between Homestead Funds,
Inc. and Wilmington Trust Company assigned to PNC
Bank.(9)

8.(a). Transfer Agency Agreement by and between Homestead
Funds, Inc. and Rodney Square Management
Corporation assigned to PFPC, Inc.(9)

8.(b). Joint Services Agreement among National Rural Electric
Cooperative Association, RE Investment
Corporation, and RE Advisers Corporation.(2)

8.(c). Expense Limitation Agreement by and between Homestead
Funds, Inc., on behalf of the Daily Income Fund,
and RE Advisers Corporation.(11)

8.(d). Expense Limitation Agreement by and between Homestead
Funds, Inc., on behalf of the Value Fund, and RE
Advisers Corporation.(11)

8.(e). Expense Limitation Agreement by and between Homestead
Funds, Inc., on behalf of the Short-Term Bond Fund,
and RE Advisers Corporation.(11)

8.(f). Expense Limitation Agreement by and between Homestead
Funds, Inc., on behalf of the Short-Term Government
Securities Fund, and RE Advisers Corporation.(11)

8.(g). Expense Limitation Agreement by and between Homestead
Funds, Inc., on behalf of the Small Company Stock
Fund, and RE Advisers Corporation.(13)

8.(h). Expense Limitation Agreement by and between Homestead
Funds, Inc., on behalf of the Stock Index Fund,
and RE Advisers Corporation.

8.(i). Administrative Service Agreement by and between
Homestead Funds, Inc. on behalf of the Stock Index
Fund, and RE Advisers Corporation.

9.(a). Opinion and Consent of Counsel regarding the legality
of the securities being registered.(1)

9.(b). Opinion and Consent of Counsel regarding the legality
of the securities being registered. (4)

10.(a). Consent of Deloitte & Touche LLP, independent auditors.

10.(b). Consent of Jorden Burt Boros Cicchetti Berenson &
Johnson LLP

11. Not applicable.

12.(a). Stock Subscription Agreement by and between National
Rural Electric Cooperative Association and
Homestead Funds, Inc. on behalf of the Daily
Income Fund and Value Fund.(2)

12.(b). Stock Subscription Agreement by and between National
Rural Electric Cooperative Association and
Homestead Funds, Inc. on behalf of the Short-Term
Bond Fund.(4)

37
<PAGE> 79

12.(c). Stock Subscription Agreement by and between National
Rural Electric Cooperative Association and
Homestead Funds, Inc. on behalf of the Short-Term
Government Securities Fund.(9)

12.(d) Stock Subscription Agreement by and between RE
Advisers Corporation and Homestead Funds, Inc. on
behalf of the Small Company Stock Fund.(13)

13. Not applicable.

14. Not applicable.

15. Not applicable.

16.(a). Power of Attorney.(1)

16.(b). Power of Attorney.(2)

16.(c). Power of Attorney.(12)

16.(d). Power of Attorney

(1) Incorporated herein by reference to initial filing, on July 9, 1990.

(2) Incorporated herein by reference to Pre-Effective Amendment No. 1 on October
1, 1990 of Registrant's Registration Statement on Form N-1A, File No. 33-35788.

(3) Incorporated herein by reference to Post-Effective Amendment No. 2 on May 1,
1991 of Registrant's Registration Statement on Form N-1A, File No. 33-35788.

(4) Incorporated herein by reference to Post-Effective Amendment No. 3 on
September 5, 1991 of Registrant's Registration Statement on Form N-1A, File No.
33-35788.

(5) Incorporated herein by reference to Post-Effective Amendment No. 4 on May 1,
1992 of Registrant's Registration Statement on Form N-1A, File No. 33-35788.

38
<PAGE> 80

(6) Incorporated herein by reference to Post-Effective Amendment No. 5 on May 1,
1993 of Registrant's Registration Statement on Form N-1A, File No. 33-35788.

(7) Incorporated herein by reference to Post-Effective Amendment No. 6 on April
29, 1994 of Registrant's Registration Statement on Form N-1A, File No. 33-35788.

(8) Incorporated herein by reference to Post-Effective Amendment No. 7 on
January 20, 1995 of Registrant's Registration Statement on Form N-1A, File No.
33-35788.

(9) Incorporated herein by reference to Post-Effective Amendment No. 8 on April
26, 1995 of Registrant's Registration Statement on Form N-1A, File No. 33-35788.

(10) Incorporated herein by reference to Post-Effective Amendment No. 9 on May
1, 1996 of Registrant's Registration Statement on Form N-1A, File No. 33-35788.

(11) Incorporated herein by reference to Post-Effective Amendment No. 10 on May
1, 1997 of Registrant's Registration Statement on Form N-1A, File No. 33-35788

(12) Incorporated herein by reference to Post-Effective Amendment No. 11 on
December 18, 1997 of Registrant's Registration Statement on Form N-1A, File No.
33-35788.

(13) Incorporated herein by reference to Post-Effective Amendment No. 12 on
March 4, 1998

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.

No person is directly or indirectly controlled by Registrant.
The information in the Statement of Additional Information
dated October 28, 1999 relating to "control persons" is
incorporated herein by reference.

ITEM 25. INDEMNIFICATION

Incorporated by reference to Pre-Effective Amendment No. 1 to
Registrant's Form N-1A registration statement filed on October
1, 1990.

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT MANAGER

Certain information pertaining to business and other
connections of the Registrant's investment manager, RE Advisers
is hereby incorporated herein by reference to the Prospectus.

39
<PAGE> 81

Below is a list of each director and officer of RE Advisers indicating each
business, profession, vocation, or employment of a substantial nature in which
each such person has been, at any time during the past two fiscal years, engaged
for his own account or in the capacity of director, officer, partner, or
trustee. The principal business address of each organization listed in the table
below is 4301 Wilson Boulevard, Arlington, VA 22203.

<TABLE>
<CAPTION>
NAME POSITION AND ORGANIZATION
- -------------------------- -----------------------------------------------------------------------------------
<S> <C>
Anthony C. Williams President and Director of Homestead Funds; President and Director of
President and Director RE Investment; Director of Retirement, Safety and Insurance Department of NRECA
1985-present); Director, Cooperative Benefit Administrators, Inc., Electric Life
Cooperative Insurance Company and, Cooperative Insurance Services, Inc.
(1985-present).

Peter R. Morris Secretary, Treasurer and Director of Homestead Funds and RE Investment.
Vice President and Director Executive Director of Investments of NRECA (1988-present).

Stuart E. Teach Vice President of RE Investment; Senior Equity Portfolio Manager of NRECA
Secretary, Treasurer and Director (1985-present).

Catherine M. Blushi Compliance Officer and Assistant Secretary of Homestead Funds; Securities
Compliance Officer of NRECA and RE Investment (1990-present).
</TABLE>

ITEM 27. PRINCIPAL UNDERWRITERS.

(a) RE Investment acts as principal underwriter of the Registrant's shares
on a best-efforts basis and receives no fee or commission for its
underwriting and distribution services. RE Investment does not serve as
principal underwriter or distributor for any other investment company.

(b) Set forth below is information concerning each director, officer, or
partner of RE Investment.

<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITIONS AND OFFICES OFFICES WITH
BUSINESS ADDRESS* WITH UNDERWRITER REGISTRANT
- ------------------- --------------------- -------------
<S> <C> <C>
Anthony C. Williams President and President and
Director Director

Stuart E. Teach Vice President None

Peter R. Morris Secretary and Treasurer Secretary,
Treasurer and
Director

William P. McKeithan Vice President Vice President
and Counsel
Director

Catherine M. Blushi Securities Compliance Compliance
Officer Officer and
Assistant Secretary
</TABLE>

*The principal business address of each person listed in the table is 4301
Wilson Boulevard, Arlington, VA 22203.

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS.

The following entities prepare, maintain and preserve the records required
by Section 31(a) of the Investment Company Act of 1940 (the "1940 Act") for
the Registrant. These services are provided to the Registrant through
written agreements between the parties to the effect that such services will
be provided to the Registrant for such periods prescribed by the rules and
regulations of the Securities

40
<PAGE> 82

and Exchange Commission under the 1940 Act and such records are the property
of the entity required to maintain and preserve such records and will be
surrendered promptly on request.

PNC Bank ("PNC"), 400 Bellevue Parkway, Wilmington, DE 19809, serves as
custodian and accounting services agent for the Registrant and in such
capacity keeps records regarding securities and other assets in custody and
in transfer, bank statements, canceled checks, financial books and records,
and other records relating to PNC's duties in its capacity as custodian and
accounting services agent.

PFPC, Inc. serves as the transfer agent, dividend disbursing agent, and
shareholder servicing agent for the Registrant and in such capacity keeps
records regarding each shareholder's account and all disbursements made to
shareholders. In addition, RE Advisers, pursuant to its Investment
Management Agreements with respect to each Fund, maintains all records
required pursuant to such agreements. RE Investment, as principal
underwriter for the Homestead Funds, maintains all records required pursuant
to the Distribution Agreement with the Homestead Funds.

ITEM 29. MANAGEMENT SERVICES.

RE Advisers, pursuant to the Investment Management Agreements, performs
certain administrative services for the Homestead Funds.

ITEM 30. UNDERTAKINGS.

Not applicable.

41
<PAGE> 83
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for effectiveness of this registration statement under Rule 485(b)
under the Securities Act of 1933 and has duly caused this registration statement
to be signed on its behalf by the undersigned, duly authorized, in the City of
Arlington, and State of Virginia on the 28th day of October, 1999.

Homestead Funds, Inc.
---------------------------------
(Registrant)

Anthony C. Williams*
---------------------------------
Anthony C. Williams
President

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons in the capacities and
on the date indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
Anthony C. Williams* President October 28, 1999
- ---------------------------
Anthony C. Williams

Francis P. Lucier* Director October 28, 1999
- ---------------------------
Francis P. Lucier

Anthony M. Marinello* Vice President and Director October 28, 1999
- ---------------------------
Anthony M. Marinello

Peter R. Morris* Secretary, Treasurer and Director October 28, 1999
- ---------------------------
Peter R. Morris

James F. Perna* Director October 28, 1999
- ---------------------------
James F. Perna

*By:/s/William P. McKeithan
- ---------------------------
William P. McKeithan, Esq.
(Attorney-in-Fact)
</TABLE>

42
<PAGE> 84

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Equity 500 Index Portfolio has duly caused
this registration statement to be signed on its behalf by the undersigned, duly
authorized, in the City of Baltimore, and State of Maryland, on the 28th day of
October, 1999.

EQUITY 500 INDEX PORTFOLIO

By: /s/ DANIEL O. HIRSCH
--------------------------
Daniel O. Hirsch
Secretary

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.

SIGNATURE TITLE DATE

John Y. Keffer* President and Chief October 28, 1999
- --------------- Executive Officer
John Y. Keffer

Charles A. Rizzo* Treasurer October 28, 1999
- ---------------
Charles A. Rizzo

Charles P. Biggar* Trustee October 28, 1999
- ------------------
Charles P. Biggar

S. Leland Dill* Trustee October 28, 1999
- ---------------
S. Leland Dill*

Phillip Saunders, Jr.* Trustee October 28, 1999
- ----------------------
Phillip Saunders, Jr.

Martin J. Gruber* Trustee October 28, 1999
- -----------------
Martin J. Gruber

Richard Hale* Trustee October 28, 1999
- -------------
Richard Hale

Richard J. Herring* Trustee October 28, 1999
- -------------------
Richard J. Herring

Bruce E. Langton* Trustee October 28, 1999
- -----------------
Bruce E. Langton

Harry Van Benschoten* Trustee October 28, 1999
- ---------------------
Harry Van Benschoten

*By: /s/ DANIEL O. HIRSCH
-----------------------
Daniel O. Hirsch
Secretary and Attorney-in-Fact

<PAGE> 1
EXHIBIT 1.(b)

ARTICLES SUPPLEMENTARY
TO THE
ARTICLES OF INCORPORATION
OF
HOMESTEAD FUNDS, INC.

Pursuant to Section 2-208 et seq. of the Maryland General Corporation Act
and as authorized by resolution of its Board of Directors, Homestead Funds, Inc.
(the "Corporation") hereby files these Articles Supplementary to its Articles of
Incorporation.

1. Pursuant to the authority contained in Paragraphs A and B of Article
FIFTH of the Articles of Incorporation of the Corporation, authorized and
unissued shares of stock of the Corporation are hereby reclassified into the
following classes, par value $0.01 per share, as follows:

<TABLE>
<CAPTION>
Class Authorized Number of Shares
----- ---------------------------
<S> <C>
Value Fund 200,000,000

Daily Income Fund 300,000,000

Short-Term Bond Fund 200,000,000

Short-Term Government 100,000,000
Securities Fund

Small Company Stock Fund 100,000,000

Stock Index Fund 100,000,000.
</TABLE>

2. Each share of stock in each class shall have the same preferences,
rights, voting powers, restrictions, limitation as to dividends, qualifications,
and terms and conditions of redemption specified in Paragraph E of Article FIFTH
of the Corporation's Articles of Incorporation, as may be amended from time to
time.

<PAGE> 2
Page 2

IN WITNESS WHEREOF, these Articles Supplementary have been signed and
acknowledged below by the President and attested to by the Secretary of the
Corporation on this 27th day of May, 1999.

--------------------------------
Anthony C. Williams, President

ATTEST:

- --------------------------------------
Peter R. Morris, Secretary

I, Catherine M. Blushi, Assistant Secretary to the Corporation, being duly
sworn, do hereby verify that the above Articles Supplementary were approved by
unanimous action of the Board of Directors of the Corporation at a meeting held
May 27, 1999 and do hereby certify the matter and facts set forth in the
Articles Supplementary with respect to authorization and approval.

------------------------------
Catherine M. Blushi
Assistant Secretary

<PAGE> 1
EXHIBIT 4.(f)

THIRD PARTY FEEDER FUND AGREEMENT

AMONG

PROMOTER,

DISTRIBUTOR,

RIC,

SERIESFUND,

BTFUND

AND

INVESTMENT ADVISER

DATED AS OF AGREEMENT DATE

<PAGE> 2

THIRD PARTY FEEDER FUND AGREEMENT

The parties to this Agreement are RE Advisers, Homestead Funds, Inc. (the
"Company"), a Maryland corporation in respect of the Stock Index Fund, a series
thereof (the "Fund"), BTFund, a New York business trust (the "Portfolio"), RE
Investment, a corporation organized under the laws of the State of Virginia, and
Bankers Trust Company, a New York banking corporation ("BT"), with respect to
the proposed investment by the Fund in the Portfolio. THIS AGREEMENT is made and
entered into as of October ___, 1999, with respect to the proposed investment by
the Fund in the Portfolio.

PREAMBLE

WHEREAS, the Company and the Portfolio are each open-end management
investment companies and the Fund and the Portfolio have the same investment
objectives;

WHEREAS, BT currently serves as the investment adviser of the Portfolio;

WHEREAS, RE Investment currently serves as the principal underwriter of
the Company and Fund;

WHEREAS, RE Advisers serves as promoter of the Fund;

WHEREAS, the Company desires to invest all of the Fund's investable assets
in the Portfolio in exchange for a beneficial interest in the Portfolio (the
"Investment") on the terms and conditions set forth in this Agreement; and

WHEREAS, the Portfolio believes that accepting the Investment is in the
best interests of the Portfolio and that the interests of existing investors in
the Portfolio will not be diluted as a result of its accepting the Investment;

NOW, THEREFORE, in consideration of the foregoing, the mutual promises
herein made and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE ONE

THE INVESTMENT

1.1 Agreement to Effect the Investment. The Company agrees to assign, transfer
and deliver all of the Fund's investable assets (the "Assets") to the
Portfolio at each Closing (as hereinafter defined). The Portfolio agrees in
exchange therefor to issue to the Fund a beneficial interest

-1-
<PAGE> 3

(the "Interest") in the Portfolio equal in value to the net asset value of
the Assets of the Fund conveyed to the Portfolio on that date of Closing.

ARTICLE TWO

CLOSING AND CLOSING DATE

2.1 Time of Closing. The conveyance of the Assets in exchange for the Interest,
as described in Article One , together with related acts necessary to
consummate such transactions, shall occur initially on the date the Company
commences its offering of shares of the Fund to the public and at each
subsequent date as the Company desires to make a further Investment in the
Portfolio (each, a "Closing"). All acts occurring at any Closing shall be
deemed to occur simultaneously as of the last daily determination of the
Portfolio's net asset value on the date of Closing.

2.2 Related Closing Matters. On each date of Closing, the Company, on behalf of
the Fund, shall authorize the Fund's custodian to deliver all of the Assets
held by such custodian to the Portfolio's custodian. The Fund's and the
Portfolio's custodians shall each acknowledge, in a form acceptable to the
other party, their respective delivery and acceptance of the Assets. The
Portfolio shall deliver to the Company acceptable evidence of the Fund's
ownership of the Interest. In addition, each party shall deliver to each
other party such bills of sale, checks, assignments, securities
instruments, receipts or other documents as such other party or its counsel
may reasonably request. Each of the representations and warranties set
forth in Article Three shall be deemed to have been made anew on each date
of Closing.

ARTICLE THREE

REPRESENTATIONS AND WARRANTIES

3.1 THE COMPANY AND RE ADVISERS

The Company and RE Advisers each represents and warrants to the Portfolio
and BT that:

(a) Organization. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Maryland. The Fund is a duly and validly designated series of the
Company. The Company and the Fund have the requisite power and
authority to own their property and conduct their business as now
being conducted and as proposed to be conducted pursuant to this
Agreement.

(b) Authorization of Agreement. The execution and delivery of this
Agreement by the Company and the consummation of the transactions
contemplated hereby have been duly authorized by all necessary
action on the part of the Company. No other action or proceeding is
necessary for the execution and delivery of this Agreement by the

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<PAGE> 4

Company, the performance by the Company of its obligations hereunder
and the consummation by the Company of the transactions contemplated
hereby. This Agreement has been duly executed and delivered by the
Company and constitutes a legal, valid and binding obligation of the
Company in respect of the Fund, enforceable against them in
accordance with its terms.

(c) Authorization of Investment. The Investment has been duly authorized
by all necessary action on the part of the Board of Directors of the
Company.

(d) No Bankruptcy Proceedings. Neither the Company nor the Fund is under
the jurisdiction of a court in a proceeding under Title 11 of the
United States Code (the "Bankruptcy Code") or similar case within
the meaning of Section 368(a) (3) (A) of the Bankruptcy Code.

(e) Fund Assets. The Fund's Assets will, at the initial Closing, consist
solely of cash.

(f) Fiscal Year. The fiscal year end for the Fund is December 31.

(g) Auditors. The Company has appointed Deloitte & Touche as the Fund's
independent public accountants to certify the Fund's financial
statements in accordance with Section 32 of the Investment Company
Act of 1940, as amended ("1940 Act").

(h) Registration Statement. The Company has reviewed the Portfolio's
registration statement on Form N-1A, as filed with the Securities
and Exchange Commission ("SEC"), and understands and agrees to the
Portfolio's policies and methods of operation as described therein.

(i) Errors and Omissions Insurance Policy. The Company has in force an
errors and omissions liability insurance policy insuring the Fund
against loss up to $_____ for negligence or wrongful acts.

(j) SEC Filings. To the best of its knowledge, the Company has duly
filed all forms, reports, proxy statements and other documents
(collectively, the "SEC Filings") required to be filed under the
Securities Act of 1933, as amended (the "1933 Act"), the Securities
Exchange Act of 1934 (the "1934 Act") and the 1940 Act
(collectively, the "Securities Laws") in connection with the
registration of its shares, any meetings of its shareholders and its
registration as an investment company. The SEC Filings were prepared
in accordance with the requirements of the Securities Laws, as
applicable, and the rules and regulations of the SEC thereunder and
do not contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary
in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

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<PAGE> 5

(k) 1940 Act Registration. The Company is duly registered as an open-end
management investment company under the 1940 Act and the Fund and
its shares are registered or qualified in any states where such
registration or qualification is necessary and such registrations or
qualifications are in full force and effect.

(l) All purchases and redemptions of Fund shares contemplated by this
Agreement shall be effected in accordance with the Fund's
then-current prospectus.

3.2 THE PORTFOLIO AND BT

The Portfolio and BT each represents and warrants to the Company and RE
Advisers that:

(a) Organization. The Portfolio is a business trust duly organized and
validly existing under the common law of the State of New York and
has the requisite power and authority to own its property and
conduct its business as now being conducted and as proposed to be
conducted pursuant to this Agreement.

(b) Authorization of Agreement. The execution and delivery of this
Agreement by the Portfolio and the consummation of the transactions
contemplated hereby have been duly authorized by all necessary
action on the part of the Portfolio by its Board of Trustees and no
other action or proceeding is necessary for the execution and
delivery of this Agreement by the Portfolio, the performance by the
Portfolio of its obligations hereunder and the consummation by the
Portfolio of the transactions contemplated hereby. This Agreement
has been duly executed and delivered by the Portfolio and
constitutes a legal, valid and binding obligation of the Portfolio,
enforceable against it in accordance with its terms.

(c) Authorization of Issuance of Interest. The issuance by the Portfolio
of the Interest in exchange for the Investment by the Fund of its
Assets has been duly authorized by all necessary action on the part
of the Board of Trustees of the Portfolio. When issued in accordance
with the terms of this Agreement, the Interest will be validly
issued, fully paid and non-assessable by the Portfolio.

(d) No Bankruptcy Proceedings. The Portfolio is not under the
jurisdiction of a court in a proceeding under Title 11 of the
Bankruptcy Code or similar case within the meaning of Section
368(a)(3)(A) of the Bankruptcy Code.

(e) Fiscal Year. The fiscal year end of the Portfolio is _________.

(f) Auditors. The Portfolio has appointed ______________ as the
Portfolio's independent public accountants to certify the
Portfolio's financial statements in accordance with Section 32 of
the 1940 Act.

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<PAGE> 6

(g) Registration Statement. The Portfolio has reviewed the Company's
registration statement on Form N-1A, as filed with the SEC, and
understands and agrees to the Fund's policies and methods of
operation as described therein.

(h) Errors and Omissions Insurance Policy. The Portfolio has in force an
errors and omissions liability insurance policy insuring the
Portfolio against loss up to $________ for negligence or wrongful
acts.

(i) SEC Filings; State Filings. To the best of its knowledge, the
Portfolio has duly filed all SEC Filings required to be filed with
the SEC pursuant to the 1934 Act and the 1940 Act in connection with
any meetings of its investors and its registration as an investment
company. Beneficial interests in the Portfolio are not required to
be registered under the 1933 Act because such interests are offered
solely in private placement transactions that do not involve any
"public offering" within the meaning of Section 4(2) of the 1933
Act, and such beneficial interests are not required to be registered
or qualified in any state. The SEC Filings were prepared in
accordance with the requirements of the Securities Laws, as
applicable, and the rules and regulations of the SEC thereunder, and
do not contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary
in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

(j) 1940 Act Registration. The Portfolio is duly registered as an
open-end management investment company under the 1940 Act and such
registration is in full force and effect.

(k) Tax Status. The Portfolio is taxable as a partnership under
the Internal Revenue Code of 1986, as amended (the "Code").

(l) Year 2000 Preparedness. The Portfolio has taken steps reasonably
designed to assure that the software and operating systems it uses
(and those of its vendors) to perform its obligations hereunder are
able properly to distinguish dates before January 1, 2000 from dates
on or after January 1, 2000.

3.3 BT

BT represents and warrants to the Company and RE Advisers that:

(a) Organization. BT is a New York banking corporation duly organized,
validly existing and in good standing under the laws of the State of
New York and has the requisite power and authority to conduct its
business as now being conducted.

(b) Authorization of Agreement. The execution and delivery of this
Agreement by BT has been duly authorized by all necessary action on
the part of BT and no other action or proceeding is necessary for
the execution and delivery of this Agreement by BT.

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<PAGE> 7
This Agreement has been duly executed and delivered by BT and
constitutes a legal, valid and binding obligation of BT.

(c) Advisers Act. BT is exempt from the definition of an investment
adviser under the Investment Advisers Act of 1940, as amended (the
"Advisers Act"), and is not required to register under that Act.

(d) Year 2000. BT has taken steps reasonably designed to assure that the
software and operating systems it uses (and those of its vendors) to
perform its obligations hereunder are able properly to distinguish
dates before January 1, 2000 from dates on or after January 1, 2000.

3.4 RE ADVISERS AND RE INVESTMENT

(a) RE Advisers represents and warrants to the Portfolio and BT that:

(i) Organization. RE Advisers is a corporation duly organized,
validly existing and in good standing under the laws of the
State of Virginia and has the requisite power and authority to
conduct its business as now being conducted.

(ii) Authorization of Agreement. The execution and delivery of this
Agreement by RE Advisers have been duly authorized by all
necessary action on the part of RE Advisers and no other
action or proceeding is necessary for the execution and
delivery of this Agreement by RE Advisers. This Agreement has
been duly executed and delivered by RE Advisers and
constitutes a legal, valid and binding obligation of RE
Advisers.

(iii) Promoter and Administrator. RE Advisers is the Fund's promoter
and administrator and is registered as an investment adviser
under the Advisers Act.

(b) RE Investment represents and warrants to the Portfolio and BT that:

(i) Authorization of Agreement. The execution and delivery of this
Agreement by RE Investment has been duly authorized by all
necessary action on the part of RE Investment and no other
action or proceeding is necessary for the execution and
delivery of this Agreement RE Investment. This Agreement has
been duly executed and delivered by RE Investment and
constitutes a legal, valid and binding obligation of RE
Investment.

(ii) RE Investment serves as the Company's and the Fund's principal
underwriter and is duly registered as a broker-dealer under
the 1934 Act. RE Investment is duly organized, validly
existing and in good standing under the laws of the state of
Virginia, and has requisite authority to conduct its business
as now being conducted.

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ARTICLE FOUR

COVENANTS

4.1 THE COMPANY

The Company covenants that:

(a) Advance Review of Certain Documents. The Company will furnish the
Portfolio and BT, at least 10 business days prior to filing or first
use, as the case may be, with drafts of its registration statement
on Form N-lA (including amendments) and prospectus supplements or
amendments relating to the Fund. The Company will furnish the
Portfolio and BT with any proposed advertising or sales literature
relating to the Fund at least 10 business days prior to filing or
first use. These advance review periods may be waived with the
consent of the Portfolio and BT. The Company agrees that it will
include in all such Fund documents any disclosures that may be
required by law, particularly those relating to BT's status as a
bank, and it will include in all such Fund documents any material
comments reasonably made by BT or the Portfolio. The Portfolio and
BT will, however, in no way be liable for any errors or omissions in
such documents, whether or not they make any objection thereto,
except to the extent such errors or omissions result from
information provided by BT or the Portfolio. The Company will not
make any other written or oral representation about the Portfolio or
BT without their prior written consent.

(b) Tax Status. The Fund will qualify for treatment as a regulated
investment company under Subchapter M of the Code for all periods
during which this Agreement is in effect, except to the extent a
failure to so qualify may result from any action or omission of the
Portfolio.

(d) Proxy Voting. If requested to vote as a shareholder on matters
pertaining to the Portfolio (other than a vote by the Company to
continue the operation of the Portfolio upon the withdrawal of
another investor in the Portfolio), the Company will, to the extent
required by applicable law, (i) call a meeting of shareholders of
the Fund for the purpose of seeking instructions from shareholders
regarding such matters, (ii) vote the Fund's Interest proportionally
as instructed by Fund shareholders, and (iii) vote the Fund's
Interest with respect to the shares held by Fund shareholders who do
not give voting instructions in the same proportion as the shares of
Fund shareholders who do give voting instructions. The Company will
hold each such meeting of Fund shareholders in accordance with a
timetable reasonably established by the Portfolio. With respect to
proposals solely attributable to and for the benefit of BT, BT shall
bear the costs and expenses in calling and holding such meetings,
including, but not

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<PAGE> 9

limited to the cost of printing and mailing proxy statements and
expenses associated with the solicitation of Fund shareholders.

(e) Insurance. The Company shall at all times maintain errors and
omissions liability insurance with respect to the Fund covering
losses for negligence and wrongful acts in an amount not less than
_____________. At least once each calendar year, the Company shall
review its insurance coverage, and shall increase its coverage as it
deems appropriate.

(f) Auditors. In the event the Fund's independent public accountants
differ from those of the Portfolio, the Fund shall be responsible
for any costs and expenses associated with the need for the
Portfolio's independent public accountants to provide information to
the Fund's independent public accountants.

4.2 INDEMNIFICATION BY RE ADVISERS

(a) With respect to those matters listed in subparagraphs (i) through
(vi) below, RE Advisers will indemnify and hold harmless the
Portfolio, BT and their respective trustees, directors, officers and
employees and each other person who controls the Portfolio or BT, as
the case may be, within the meaning of Section 15 of the 1933 Act
(each, a "Covered Person" and collectively, "Covered Persons"),
against any and all losses, claims, demands, damages, liabilities
and expenses, joint or several, (each, a "Liability" and
collectively, the "Liabilities"). Unless RE Advisers elects to
assume the defense pursuant to paragraph, (b) RE Advisers will bear
the reasonable cost of investigating and defending against any
claims therefor and any reasonable counsel fees incurred in
connection therewith. This Section 4.2 applies to any Liability
which is based upon:

(i) any violation or alleged violation of the Securities Laws, any
other statute or common law or are incurred in connection with
or as a result of any formal or informal administrative
proceeding or investigation by a regulatory agency, insofar as
such Liabilities arise out of or are based upon the ground or
alleged ground that any direct or indirect omission or
commission by the Company or the Fund (either during the
course of its daily activities or in connection with the
accuracy of its representations or its warranties in this
Agreement) caused or continues to cause the Portfolio to
violate any federal or state securities laws or regulations or
any other applicable domestic or foreign law or regulations or
common law duties or obligations, but only to the extent that
such Liabilities do not arise out of and are not based upon an
omission or commission of the Portfolio or BT;

(ii) the Fund having caused the Portfolio to be an association
taxable as a corporation rather than a partnership; or

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<PAGE> 10

(iii) any misstatement of a material fact or an omission of a
material fact in the Company's registration statement
(including amendments thereto) or included in Fund advertising
or sales literature, other than information provided by or on
behalf of the Portfolio or BT or included in Fund advertising
or sales literature at the request of the Portfolio or BT or
the agent of either;

(iv) the failure of any representation or warranty made by the
Company or RE Advisers to be materially accurate when made or
the failure of the Company or RE Advisers to perform any
covenant contained herein or to otherwise comply with the
terms of this Agreement;

(v) any unlawful or negligent act of the Company, RE Advisers or
any director, officer, employee or agent of the Company or RE
Advisers, whether such act was committed against the Company,
the Portfolio, BT Trust or any third party;

(vi) any Liability of the Fund for which the Portfolio is also
liable and for which the Company or RE Advisers is
responsible; provided, however, that in no case shall RE
Advisers be liable with respect to any claim made against any
Covered Person under this Section 4.2 unless the Covered
Person shall have notified RE Advisers in writing of the
nature of the claim within a reasonable time after the
summons, other first legal process or formal or informal
initiation of a regulatory investigation or proceeding shall
have been served upon or provided to a Covered Person, or any
federal, state or local tax deficiency has come to the
attention of BT, the Portfolio or a Covered Person. Failure to
notify RE Advisers of such claim shall relieve it from
Liability only to the extent that it is actually harmed or
disadvantaged by the failure to provide timely notice and
shall not relieve RE Advisers from any Liability that it may
have to any Covered Person otherwise than on account of the
indemnification contained in this Section.

(b) RE Advisers will be entitled to participate at its own expense in
the defense or, if it so elects, to assume the defense of any suit
brought to enforce any such Liability. If RE Advisers elects to
assume the defense, such defense shall be conducted by counsel
chosen by RE Advisers. In the event RE Advisers elects to assume
the defense of any such suit and retain such counsel, each Covered
Person and any other defendant or defendants may retain additional
counsel, but shall bear the fees and expenses of such counsel
unless (A) RE Advisers shall have specifically authorized the
retaining of such counsel or (B) the parties to such suit include
any Covered Person and RE Advisers, and any such Covered Person has
been advised by counsel in writing that one or more legal defenses
may be available to it that may not be available to RE Advisers, in
which case RE Advisers shall not be entitled to assume the defense
of such suit notwithstanding its obligation to bear the reasonable
fees and expenses of such counsel. RE Advisers shall not be liable
to indemnify any Covered Person for any settlement of any claim
effected without RE Advisers's written consent, which consent shall
not be unreasonably withheld or delayed. The indemnities set forth
in

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<PAGE> 11

paragraph (a) will be in addition to any liability that the Company
in respect of the Fund might otherwise have to a Covered Person.

4.3 INDEMNIFICATION BY RE INVESTMENT

(a) With respect to those matters listed in subparagraph (i) through
(iv) below, RE Investment will indemnify and hold harmless the
Portfolio, BT and their respective trustees, directors, officers
and employees and each other person who controls the Portfolio or
BT, as the case may be, within the meaning of Section 15 of the
1933 Act (each a "Covered Person" and collectively, "Covered
Persons"), against any and all losses, claims, demands, damages,
liabilities and expenses, joint or several, (each, a "Liability"
and collectively, the "Liabilities"). Unless RE Investment elects
to assume the defense pursuant to paragraph (c), RE Investment will
bear the reasonable cost of investigating and defending against any
claims therefor and any reasonable counsel fees incurred in
connection therewith. This Section 4.3 applies to any Liability
which is based upon:

(i) any misstatement of a material fact or an omission of a
material fact included in Fund advertising or sales
literature, other than information provided by or on behalf
of the Portfolio or BT or included in Fund advertising or
sales literature at the request of the Portfolio or BT or the
agent of either;

(ii) the failure of any representation or warranty made by RE
Investment to be materially accurate when made or the failure
of RE Investment to perform any covenant contained herein or
to otherwise comply with the terms of this Agreement;

(iii) any unlawful or negligent act of RE Investment or any
director, officer, employee or agent of RE Investment,
whether such act was committed against the Company, the
Portfolio, BT Trust or any third party; or

(iv) any material breach of RE Investment's representations,
warranties and covenants included herein.

(b) In no case shall RE Investment be liable with respect to any claim
made against any Covered Person under this Section 4.3 unless the
Covered Person shall have notified RE Investment in writing of the
nature of the claim within a reasonable time after the summons,
other first legal process or formal or informal initiation of a
regulatory investigation or proceeding shall have been served upon
or provided to a Covered Person, or any federal, state or local tax
deficiency has come to the attention of BT, the Portfolio or a
Covered Person. Failure to notify RE Investment of such claim shall
relieve it from Liability only to the extent that it is actually
harmed or disadvantaged by the failure to provide timely notice and
shall not relieve RE Investment from any Liability that it may have
to any Covered Person otherwise than on account of the
indemnification contained in this Section.

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<PAGE> 12

(c) RE Investment will be entitled to participate at its own expense in
the defense or, if it so elects, to assume the defense of any suit
brought to enforce any such Liability. If RE Investment elects to
assume the defense, such defense shall be conducted by counsel
chosen by RE Investment. In the event RE Investment elects to
assume the defense of any such suit and retain such counsel, each
Covered Person and any other defendant or defendants may retain
additional counsel, but shall bear the fees and expenses of such
counsel unless (i) RE Investment shall have specifically authorized
the retaining of such counsel or (ii) the parties to such suit
include any Covered Person and RE Investment, and any such Covered
Person has been advised by counsel in writing that one or more
legal defenses may be available to it that may not be available to
RE Investment, in which case RE Investment shall not be entitled to
assume the defense of such suit notwithstanding its obligation to
bear the reasonable fees and expenses of such counsel. RE
Investment shall not be liable to indemnify any Covered Person for
any settlement of any claim effected without RE Investment's
written consent. Such consent shall not be unreasonably withheld or
delayed. The indemnities set forth in paragraph (a) will be in
addition to any liability that RE Investment might otherwise have
to a Covered Person.

4.4 THE PORTFOLIO

The Portfolio covenants that:

(a) Advance Review of Certain Documents. The Portfolio will furnish the
Company and RE Advisers, at least 10 business days prior to filing
or first use, as the case may be, with drafts of its registration
statement on Form N-1A (including amendments) and prospectus
supplements or amendments. This advance review period may be waived
with the consent of the Company and RE Advisers. The Portfolio will
not make any written or oral representation about the Company, RE
Investment or RE Advisers without their prior written consent.

(b) Tax Status. The Portfolio will qualify to be taxable as a
partnership under the Code for all periods during which this
Agreement is in effect, except to the extent that the failure to so
qualify results from any action or omission of the Fund.

(c) Insurance. The Portfolio shall at all times maintain errors and
omissions liability insurance covering losses for negligence and
wrongful acts in an amount not less than __________. At least once
each calendar year, the Portfolio shall review its insurance
coverage, and shall increase its coverage, as it deems appropriate.

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<PAGE> 13

(d) Availability of Interests. Conditional upon the Company
complying with the terms of this Agreement, the Portfolio shall
permit the Fund to make additional Investments in the Portfolio on
each business day on which shares of the Fund are sold to the
public; provided, however, that the Portfolio may refuse to permit
the Fund to make additional Investments in the Portfolio on any
day on which:

(i) the Portfolio has refused to permit all other investors in the
Portfolio to make additional investments in the Portfolio, or

(ii) the Trustees of the Portfolio have reasonably determined that
permitting additional investments by the Fund in the Portfolio
would constitute a breach of their fiduciary duties to the
Portfolio.

4.5 INDEMNIFICATION BY BT

(a) With respect to those matters listed in subparagraphs (i) through
(viii) below, BT will indemnify and hold harmless the Company, RE
Advisers, RE Investment, their respective directors, officers and
employees and each other person who controls the Company, the Fund,
RE Advisers or RE Investment, as the case may be, within the
meaning of Section 15 of the 1933 Act (each, a "Covered Person" and
collectively, "Covered Persons"), against any and all losses,
claims, demands, damages, liabilities and expenses, joint or
several, (each, a "Liability" and collectively, the "Liabilities").
Unless BT elects to assume the defense pursuant to paragraph (b),
BT will bear the reasonable costs of investigating and defending
against any claims therefore and any reasonable counsel fees
incurred in connection therewith), whether incurred directly by the
Company, RE Advisers or RE Investment or indirectly by the Company,
RE Advisers, or RE Investment through the Company's Investment in
the Portfolio. This Section 4.5 applies to any Liability which is
based upon:

(i) any violation or alleged violation of the Securities Laws, any
other statute or common law or are incurred in connection with
or as a result of any formal or informal administrative
proceeding or investigation by a regulatory agency, insofar as
such Liabilities arise out of or are based upon the ground or
alleged ground that any direct or indirect omission or
commission by the Portfolio (either during the course of its
daily activities or in connection with the accuracy of its
representations or its warranties in this Agreement) caused or
continues to cause the Company to violate any federal or state
securities laws or regulations or any other applicable
domestic or foreign law or regulations or common law duties or
obligations, but only to the extent that such Liabilities do
not arise out of and are not based upon an omission or
commission of the Company, RE Advisers or RE Investment;

(ii) an inaccurate calculation of the Portfolio's net asset value
(whether by the Portfolio, BT or any party retained for that
purpose);

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<PAGE> 14

(iii) (A) any misstatement of a material fact or an omission of a
material fact in the Portfolio's registration statement
(including amendments thereto) or included in advertising or
sales literature used by the Fund, other than information
provided by or on behalf of the Company, RE Advisers or RE
Investment or included at their, or their agent's request, or
(B) any misstatement of a material fact or an omission of a
material fact in the registration statement or advertising or
sales literature of any investor in the Portfolio, other than
the Company;

(iv) the Portfolio's having caused the Fund to fail to qualify as
a regulated investment company under the Code;

(v) failure of any representation or warranty made by the
Portfolio or BT to be materially accurate when made, any
material breach of any representation or warranty made by the
Portfolio or BT, or the failure of the Portfolio or BT to
perform any covenant contained herein or to otherwise comply
with the terms of this Agreement;

(vi) any unlawful or negligent act by the Portfolio, BT or any
director, trustee, officer, employee or agent of the
Portfolio or adviser, whether such act was committed against
the Portfolio, the Company, RE Advisers, RE Investment or any
third party;

(vii) any claim that the systems, methodologies, or technology used
in connection with operating the Portfolio, including the
technologies associated with maintaining the master-feeder
structure of the Portfolio, violate any license or infringe
upon any patent or trademark;

(viii) any liability of the Portfolio for which the Fund is also
liable and for which the Portfolio or BT is responsible, and
any Liability of the Portfolio to any investor in the
Portfolio (or shareholder thereof), other than the Fund (and
its shareholders); provided, however, that in no case shall
BT be liable with respect to any claim made against any such
Covered Person under this Section 4.5 unless such Covered
Person shall have notified BT in writing of the nature of the
claim within a reasonable time after the summons, other first
legal process or formal or informal initiation of a
regulatory investigation or proceeding shall have been served
upon or provided to a Covered Person or any federal, state or
local tax deficiency has come to the attention of the
Company, RE Advisers, RE Investment or a Covered Person.
Failure to notify BT of such claim relieves it from Liability
only to the extent that it is actually harmed or
disadvantaged by the failure to provide timely notice and
shall not relieve BT from any liability that it may have to
any Covered Person otherwise than on account of the
indemnification contained in this paragraph.

(b) BT will be entitled to participate at its own expense in the
defense or, if it so elects, to assume the defense of any suit
brought to enforce any such liability. If BT elects

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<PAGE> 15

to assume the defense, such defense shall be conducted by counsel
chosen by BT. In the event BT elects to assume the defense of any
such suit and retain such counsel, each Covered Person and any
other defendant or defendants in the suit may retain additional
counsel but shall bear the reasonable fees and expenses of such
counsel unless (i) BT shall have specifically authorized the
retaining of such counsel or (ii) the parties to such suit include
any Covered Person and BT, and any such Covered Person has been
advised by counsel, in writing, that one or more legal defenses may
be available to it that may not be available to BT, in which case
BT shall not be entitled to assume the defense of such suit
notwithstanding the obligation to bear the fees and expenses of
such counsel. BT shall not be liable to indemnify any Covered
Person for any settlement of any such claim effected without BT's
written consent. Such consent shall not be unreasonably withheld or
delayed. The indemnities set forth in paragraph (a) will be in
addition to any liability that the Portfolio might otherwise have
to a Covered Person.

4.6 SCOPE OF AGREEMENT

Nothing contained herein shall be construed to protect any person against
any liability to which such person would otherwise be subject by reason of
willful misfeasance, bad faith, or negligence, in the performance of such
person's duties, or by reason of such person's reckless disregard of such
person's obligations under such contract or agreement.

4.7 IN-KIND REDEMPTION

In the event the Company desires to withdraw or redeem all or a portion of
the Fund's Investment in the Portfolio, unless otherwise agreed to by the
parties, the Portfolio will effect such redemption "in kind" and in such a
manner that the securities delivered to the Fund's custodian for the account of
the Fund will mirror, as closely as practicable, the composition of the
Portfolio immediately prior to such redemption. In connection with a partial or
complete "in kind," the Portfolio will distribute to the Company securities as
described in the prospectus for the BTFund. No other withdrawal or redemption of
any Interest in the Portfolio will be satisfied by means of an "in kind"
redemption except in compliance with Rule 18f-1 under the 1940 Act, provided,
however, that for purposes of determining compliance with Rule 18f-1, each
shareholder of the Fund redeeming shares of the Fund on a particular day will be
treated as a direct holder of an Interest in the Portfolio being redeemed that
day.

4.8 REASONABLE ACTIONS

Each party covenants that it will, subject to the provisions of this
Agreement, from time to time, as and when requested by another party or in its
own discretion, as the case may be, execute and deliver or cause to be executed
and delivered all such assignments and other instruments, take or cause to be
taken such actions, and do or cause to be done all things reasonably necessary,
proper or advisable in order to consummate the transactions contemplated by this
Agreement and to carry out its intent and purpose.

-14-
<PAGE> 16

ARTICLE FIVE

CONDITIONS PRECEDENT

5.0 GENERAL

The obligations of each party to consummate the transactions provided for
herein shall be subject to:

(a) performance by the other parties of all the obligations to be
performed by the other parties hereunder on or before each Closing,

(b) all representations and warranties of the other parties contained in
this Agreement being true and correct in all material respects as of
the date hereof and, except as they may be affected by the
transactions contemplated by this Agreement, as of each date of
Closing, with the same force and effect as if made on and as of the
time of such Closing, and

5.1 REGULATORY STATUS

All necessary filings shall have been made with the SEC and state
securities authorities, and no order or directive shall have been received that
any other or further action is required to permit the parties to carry out the
transactions contemplated hereby.

5.2 APPROVAL OF AUDITORS

Unless precluded by applicable fiduciary duties or the failure of the
Fund's shareholders to provide necessary ratification, the directors of the
Company that are not "interested persons" of the Company, as defined in the 1940
Act, shall have selected as the independent certified public accountants for the
Fund the independent certified public accountants selected and ratified for the
Portfolio.

5.3 INVESTMENT OBJECTIVE/RESTRICTIONS

The Fund shall have the same investment objective and substantively the
same investment restrictions as the Portfolio.

ARTICLE SIX

ADDITIONAL AGREEMENTS

6.1 NOTIFICATION OF CERTAIN MATTERS

-15-
<PAGE> 17

Each party will give prompt notice to the other parties of:

(a) the occurrence or non-occurrence of any event the occurrence or
non-occurrence of which would be likely to cause either:

(i) any representation or warranty contained in this Agreement to
be materially untrue or inaccurate, or

(ii)any condition precedent set forth in Article Five hereof to be
unsatisfied in any material respect at the time of any Closing,
and

(b) any material failure of a party to comply with or satisfy any
covenant, condition or agreement to be complied with or satisfied by
such person hereunder; provided, however, that the delivery of any
notice pursuant to this Section 6.1 shall not limit or otherwise
affect the remedies available, hereunder or otherwise, to the party
receiving such notice.

6.2 ACCESS TO INFORMATION

The Portfolio and the Company shall afford each other reasonable access at
all reasonable times to such party's officers, employees, agents and offices and
to all its relevant books and records and shall furnish each other party with
all relevant financial and other data and information as requested; provided,
however, that nothing contained herein shall obligate the Company to provide the
Portfolio with access to the books and records of the Company relating to any
series of the Company other than the Fund, nor shall anything contained herein
obligate the Company to furnish the Portfolio with the Fund's shareholder list,
except as may be required to comply with applicable law or any provision of this
Agreement.

6.3 CONFIDENTIALITY

Each party agrees that it shall hold in strict confidence all data and
information obtained from another party (unless such information is or becomes
readily ascertainable from public or published information or trade sources) and
shall ensure that its officers, employees and authorized representatives do not
disclose such information to others without the prior written consent of the
party from whom it was obtained, except if disclosure is required by the SEC,
any other regulatory body or the Fund's or Portfolio's respective auditors, or
in the opinion of counsel such disclosure is required by law, and then only with
as much prior written notice to the other party as is practical under the
circumstances.

-16-
<PAGE> 18

6.4 PUBLIC ANNOUNCEMENTS

No party shall issue any press release or otherwise make any public
statements with respect to the matters covered by this Agreement without the
prior consent of the other parties hereto, which consent shall not be
unreasonably withheld; provided, however, that consent shall not be required if,
in the opinion of counsel, such disclosure is required by law, provided further,
however, that the party making such disclosure shall provide the other parties
hereto with as much prior written notice of such disclosure as is practical
under the circumstances. Advance review of sales literature and advertising
material shall be subject to the provisions of Section 4.1 of this Agreement.

ARTICLE SEVEN

TERMINATION, AMENDMENT AND WAIVER

7.1 TERMINATION

(a) This Agreement may be terminated by the mutual agreement of all
parties.

(b) This Agreement may be terminated at any time by the Company by
withdrawing all of the Fund's Interest in the Portfolio.

(c) This Agreement may be terminated on not less than 120 days' prior
written notice by the Portfolio to the Company, RE Advisers and RE
Investment, or by RE Advisers or RE Investment on not less than 120
days' prior written notice to the Portfolio and BT.

(d) This Agreement shall terminate automatically with respect to RE
Advisers and RE Investment upon the effective date of termination by
the Company and this Agreement shall terminate automatically with
respect to BT upon the effective date of termination by the
Portfolio.

(e) This Agreement may be terminated at any time immediately upon
written notice to the other parties in the event that formal
proceedings are instituted against another party to this Agreement
by the SEC or any other regulatory body, provided that the
terminating party has a reasonable belief that the institution of
the proceeding is not without foundation and will have a material
adverse impact on the terminating party.

(f) This Agreement shall terminate automatically with respect to RE
Investment upon the effective date of the termination of its duties
as principal underwriter by the Company. At such time BT shall have
the right to immediately terminate this Agreement. RE Advisers and
the Company acknowledge that at such time in the event this
Agreement is not terminated, the Agreement will require amendment to
reflect the Company's appointment of a new principal underwriter.

-17-
<PAGE> 19

(g) The indemnification obligations of the parties set forth in
Article Four shall survive the termination of this Agreement with
respect to any Liability relating to actions or omissions prior to
the termination.

7.2 AMENDMENT

This Agreement may be amended, modified or supplemented at any time in such
manner as may be mutually agreed upon in writing by the parties.

7.3 WAIVER

At any time prior to any Closing, any party may:

(a) extend the time for the performance of any of the obligations or
other acts of the other parties hereto,

(b) waive any inaccuracies in the representations and warranties
contained herein or in any document delivered pursuant hereto, and

ARTICLE EIGHT
DAMAGES

8.1 APPROPRIATE RELIEF

The parties agree that, in the event of a breach of this Agreement, the
remedy of money damages would not be adequate and agree that injunctive relief
would be the appropriate relief.

ARTICLE NINE
GENERAL PROVISIONS

9.1 NOTICES

All notices and other communications given or made pursuant hereto shall be
in writing and shall be deemed to have been duly given or made on the earlier of
(a) when actually received in person or by fax, or (b) three days after being
sent by certified or registered United States mail, return receipt requested,
postage prepaid, addressed as follows:

If to RE Advisers, RE Investment or the Company:

Homestead Funds, Inc.
4301 Wilson Boulevard
Arlington, VA 22203
Attention: William P. McKeithan, Esq.

-18-
<PAGE> 20

If to the Portfolio or BT:

Mutual Fund Services
BT Alex. Brown Incorporated
One South Street
Baltimore, MD 21202
Attention: Richard T. Hale

Any party to this Agreement may change the identity or address of the
person to receive notice by providing written notice thereof to all other
parties to the Agreement.

9.2 EXPENSES

All costs and expenses incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party incurring such costs
and expenses, unless otherwise provided herein.

9.3 HEADINGS

The headings and captions contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.

9.4 SEVERABILITY

If any term or other provision of this Agreement is invalid, illegal or
incapable of being enforced by any rule of law, or public policy, all other
conditions and provisions of this Agreement shall nevertheless remain in full
force and effect so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any manner adverse to any party. Upon
such determination that any term or other provision is invalid, illegal or
incapable of being enforced, the parties hereto shall negotiate in good faith to
modify this Agreement so as to effect the original intent of the parties as
closely as possible in an acceptable manner to the end that the transactions
contemplated hereby are fulfilled to the extent possible.

9.5 ENTIRE AGREEMENT

This Agreement and the agreements and other documents delivered pursuant
hereto set forth the entire understanding between the parties concerning the
subject matter of this Agreement and incorporate or supersede all prior
negotiations and understandings. There are no covenants, promises, agreements,
conditions or understandings, either oral or written, between them relating to
the subject matter of this Agreement other than those set forth herein. No
representation or warranty has been made by or on behalf of any party to this
Agreement (or any officer, director, trustee, employee or agent thereof) to
induce any other party to enter into this Agreement or to abide by or consummate
any transactions contemplated by any terms of this Agreement, except
representations and warranties expressly set forth herein.

-19-
<PAGE> 21

9.6 SUCCESSORS AND ASSIGNMENTS

Each and all of the provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and, except as otherwise specifically
provided in this Agreement, their respective successors and assigns.
Notwithstanding the foregoing, no party shall make any assignment of this
Agreement or any rights or obligations hereunder without the written consent of
all other parties. As used herein, the term "assignment" shall have the meaning
ascribed thereto in the 1940 Act.

9.7 GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the
laws of the State of New York without giving effect to the choice of law or
conflicts of law provisions thereof.

9.8 COUNTERPARTS

This Agreement may be executed in any number of counterparts, all of which
shall constitute one and the same instrument, and any party hereto may execute
this Agreement by signing one or more counterparts.

9.9 THIRD PARTIES

Nothing herein expressed or implied is intended or shall be construed to
confer upon or give any person, other than the parties hereto and their
successors or assigns, any rights or remedies under or by reason of this
Agreement.

9.10 INTERPRETATION

Any uncertainty or ambiguity existing herein shall not presumptively be
interpreted against any party, but shall be interpreted according to the
application of the rules of interpretation for arm's-length agreements.

9.11 LIMITATION OF LIABILITY

The parties hereby acknowledge that the Company has entered into this
Agreement solely on behalf of the Fund and that no other series of the Company
shall have any obligation hereunder with respect to any liability of the Company
arising hereunder.

-20-
<PAGE> 22

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective officers, thereunto duly authorized, as of the date first
written above.

RE ADVISERS

By:

Name:

Title:

RE INVESTMENT CORPORATION

By:

Name:

Title:

HOMESTEAD FUNDS, INC., on behalf of itself and the Stock Index Fund, a series
thereof

By:

Name:

Title:

BTFUND

By:
Name: Daniel O. Hirsch
Title: Secretary

INVESTMENT ADVISER

By:

Name:

Title:

-21-

<PAGE> 1
EXHIBIT 8.(h)

EXPENSE LIMITATION AGREEMENT

Expense Limitation Agreement, made as of the _______ day of October, 1999
by and between Homestead Funds, Inc., a Maryland corporation ("Homestead
Funds"), on behalf of the Stock Index Fund (the "Fund"), and RE Advisers
Corporation, a Virginia corporation ("RE Advisers").

WHEREAS, Homestead Funds and RE Advisers have entered into an
Administrative Service Agreement pursuant to which RE Advisers will provide
administrative services to the Fund;

WHEREAS, Homestead Funds and RE Advisers have determined that it is
appropriate and in the best interests of the Fund and its shareholders to set a
limit of the level of expenses to which the Fund will be subject;

NOW THEREFORE, the parties hereto agree as follows:

1. State Expense Limit

1.1 Limitation. To the extent that the aggregate expenses of every
character incurred by the Fund in any fiscal year, including but not limited to
fees the Fund incurs indirectly through its investment in the BT Fund (but
excluding interest, taxes, brokerage commissions and other expenditures which
are capitalized in accordance with generally accepted accounting principles, and
other extraordinary expenses not incurred in the ordinary course of the Fund's
business) (the "Fund Operating Expenses"), exceed the lowest applicable limit
actually enforced by any state in which the Fund's shares are qualified for sale
(the "State Expense Limits") such excess amount (the "Excess Amounts") shall be
the liability of RE Advisers.

1.2 Method of Computation. To determine RE Adviser's liability for
the Excess Amount, the Fund Operating Expenses shall be annualized monthly as of
the last day of the month. If the annualized Fund operating Expenses for any
month exceed the State Expense Limit, RE Advisers shall first waive or reduce
its administrative fee for such month, as appropriate, to the extent necessary
to pay such Excess Amount. In the event the Excess Amount exceeds the amount of
the administrative fee for such month, RE Advisers, in addition to waiving its
entire administrative fee for such month, shall also remit to the Fund the
difference between the Excess Amount and the amount due as the administrative
fee; provided, however, that an adjustment shall be made on or before the last
day of the first month of the next succeeding fiscal year if the aggregate Fund
Operating Expenses for the fiscal year do not exceed the State Expense Limit.
<PAGE> 2

Page 2
2. Operating Expense Limit.

2.1 Limitation. To the extent that Fund Operating Expenses in any
year exceed .75% of the Fund's average daily net assets (the "Operating Expense
Limit"), such excess amount (the "Excess Operating amount") shall be the
liability of RE Advisers.

2.2 Method of Computation. To determine RE Adviser's liability for
the Excess Operating Amount, the Fund Operating Expenses shall be annualized
monthly as of the last day of the month. If the annualized Fund Operating
Expenses for any month exceed the Operating Expense Limit, RE Advisers shall
first waive or reduce its administrative fee for such month, as appropriate, to
the extent necessary to pay such Excess Operating Amount. In the event the
Excess Operating Amount exceeds the amount of the administrative fee for the
month, RE Advisers, in addition to waiving its entire administrative fee for
such month, shall also assume as its own expense and reimburse the Fund for the
difference between the Excess Operating Amount and the administrative fee up to
the amount of the State Expense Limit; provided, however, that an adjustment
shall be made on or before the last day of the first month of the next
succeeding fiscal year if the aggregate Fund Operating Expenses for the fiscal
year do not exceed the Operating Expense Limit.

3. Termination of Agreement. This Agreement shall continue in effect for
a period of one year from the date of execution. This Agreement shall continue
thereafter from month to month and may then be terminated by either party
without payment of any penalty, upon 90 days prior notice in writing to the
other party at its principal place of business; provided that, in the case of
termination by the Homestead Funds, be authorized by resolution of the Board of
Homestead Funds.

<PAGE> 3
Page 3
4. Miscellaneous.

4.1 Captions. The captions in this Agreement are included for
convenience or reference only and in no other way define or delineate any of the
provisions hereof or otherwise affect their construction or effect.

4.2 Interpretation. Nothing herein contained shall be deemed to
require the Homestead Funds to take any action contrary to its Articles of
Incorporation or By-Laws, or any applicable statutory or regulatory requirement
to which it is subject or by which it is bound, or to relieve or deprive the
Board of Directors of its responsibility for and control of the conduct of the
affairs of the Homestead Funds.

<PAGE> 4

Page 4

4.3 Definitions. Any questions of interpretation of any term or
provision of this Agreement, including but not limited to the administrative
fee, the computations of net asset values and the allocation of expenses, having
a counterpart in or otherwise derived from the terms and provisions of the
Administrative Service Agreement, shall have the same meaning as and be resolved
by reference to such agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
by their respective officers thereunto duly authorized and their respective
corporate seals to be hereunto affixed, as of the day and year first above
written.

ATTEST: HOMESTEAD FUNDS, INC.
on behalf of the Stock Index Fund

By:
- -------------------------------- ----------------------------------
Peter R. Morris, Secretary William P. McKeithan, Vice
President

ATTEST: RE ADVISERS CORPORATION

By:
- -------------------------------- ----------------------------------
Peter R. Morris, Secretary Anthony C. Williams, President

<PAGE> 1
EXHIBIT 8.(i)

ADMINISTRATIVE SERVICE AGREEMENT

THIS AGREEMENT is made as of this ____ day of ____________, 1999, by and
between Homestead Funds, Inc. ("Homestead Funds"), a Maryland corporation, on
behalf of the Stock Index Fund, and RE Advisers Corporation ("RE Advisers"), a
Virginia corporation.

WHEREAS, Homestead Funds engages in business as an open-end management
investment company and is registered as such under the Investment Company Act of
1940, as amended (the "1940 Act"); and

WHEREAS, Homestead Funds is a series type investment company currently
consisting of six series, each with its own investment program, policies,
objectives, and restrictions; and

WHEREAS, Homestead Funds desires to retain RE Advisers to perform certain
administrative services on behalf of its Stock Index Fund pursuant to the terms
and conditions set forth herein and RE Advisers desires to perform such
services;

NOW, THEREFORE, the parties hereto agree as follows:

1. Administrative Services. RE Advisers shall provide certain
administrative services to the Stock Index Fund, including: (i)
maintenance of the Stock Index Fund's corporate existence and corporate
records; (ii) maintenance of the registration and qualification of the
Stock Index Fund's shares under federal and state law; (iii)
coordination and supervision of the financial, accounting, and
administrative functions for the Stock Index Fund; (iv) selection,
coordination of the activities of, supervision, and service as liaison
with various agents and other parties employed by the Stock Index Fund
(e.g., custodian, transfer agent, auditors, and attorneys); and (v)
assistance in the preparation and development of all shareholder
communications and reports. RE Advisers also will furnish to or place
at the disposal of the Stock Index Fund such information, reports,
evaluations, analyses, and opinions as the Stock Index Fund may, from
time to time, reasonably request or which RE Advisers believes would be
helpful to the Stock Index Fund.

2. Compensation. Homestead Funds, with respect to the Stock Index Fund,
shall pay RE Advisers as compensation for all services rendered and for
the expenses which it assumes, on a monthly basis, an administration
fee based on the Stock Index Fund's average daily net assets at an
annualized rate equal to .25% of average daily net assets. The fee
shall accrue each calendar day and the sum of the daily fee accruals
shall be paid monthly on the first business day of the next calendar
month. The daily fee accruals shall be computed by multiplying the
fraction of one over the number of calendar days in the year by the
annual rate described above and multiplying the product by the net
assets of the Stock Index Fund as determined in accordance with
Homestead Funds' prospectus as of the close of business on the previous
business day on which Homestead Funds was open for business.

<PAGE> 2

3. Services to Other Clients. Nothing herein contained shall limit the
freedom of RE Advisers to render administrative services to other
investment companies or engage in other business activities with other
persons, firms or corporations.

4. Limitation of Liability. Neither RE Advisers, any of its officers,
directors, or employees, nor any person performing, at the direction or
request of RE Advisers, administrative or other functions for Homestead
Funds with respect to the Stock Index Fund in connection with RE
Advisers' discharge of its obligations undertaken or reasonably assumed
with respect to this Agreement, shall be liable for any error of
judgement or mistake of law or for any loss suffered by Homestead
Funds, with respect to the Stock Index Fund, in connection with the
matters to which this Agreement relates, except for loss resulting from
willful misfeasance, bad faith, or gross negligence in the performance
of its duties on behalf of Homestead Funds or from reckless disregard
by RE Advisers or any such person of the duties of RE Advisers under
this Agreement.

5. Term. This Agreement shall remain in full force and effect for a period of
one year from the date hereof and shall be automatically renewed
thereafter for successive one-year periods, unless otherwise terminated in
accordance with the provisions of this Agreement.

6. Termination. This Agreement may be terminated upon mutual agreement of the
parties in writing or by either party hereto, without the payment of any
penalty, upon 60 days prior written notice to the other party.

7. Amendment. This Agreement may be amended only upon mutual agreement of the
parties in writing.

8. Assignment. Neither this Agreement nor any of the rights, obligations or
liabilities of either party may be assigned without the prior written
consent of the other party, except that RE Advisers is authorized to
delegate any of its obligations to Bankers Trust Company or any of its
affiliates so long as RE Advisers remains responsible for any compensation
due any delegate.

9. Captions. The captions in this Agreement are included for convenience of
reference only and in no other way define or delineate any of the
provisions hereof or otherwise affect their construction or effect.

10. Interpretation. Nothing herein contained shall be deemed to require
Homestead Funds to take any action contrary to its Articles of
Incorporation or By-Laws, or any applicable statutory or regulatory
requirement to which it is subject or by which it is bound, or to relieve
or deprive the Board of Directors of its responsibility for and control of
the conduct of the affairs of Homestead Funds.

<PAGE> 3

11. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original but all of which together constitute one
and the same instrument.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be duly executed on its behalf by an duly authorized officer as of the date
specified above.

HOMESTEAD FUNDS, INC.

By:
---------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------

RE ADVISERS CORPORATION

By:
---------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------

<PAGE> 1
EXHIBIT 10.(a)

INDEPENDENT AUDITORS' CONSENT

The Homestead Funds:

We consent to the incorporation by reference in this Post-Effective Amendment
No. 17 to Registration Statement No. 33-35788 of our report dated February 12,
1999 appearing in the Homestead Funds Annual Report to Shareholders for the year
ended December 31, 1998 and to the references to us under the headings
"Financial Highlights" in the Prospectus and "Financial Statements" in the
Statement of Additional Information, both of which are part of such Registration
Statement.

DELOITTE & TOUCHE LLP
Princeton, New Jersey
October 28, 1999

<PAGE> 1
[Jorden Burt Letterhead]

October 25, 1999

Homestead Funds, Inc.
4301 Wilson Boulevard
Arlington, VA 22203

Ladies and Gentlemen:

We hereby consent to the reference to our name under the caption "Legal
Matters" in the Statement of Additional Information included in post-effective
amendment no. 17 to the registration statement on Form N-1A (File Nos. 33-35788
and 811-06136) filed by Homestead Funds, Inc. with the Securities and Exchange
Commission under the Securities Act of 1933 and the Investment Company Act of
1940.

Very truly yours,

/s/ Jorden Burt Boros Cicchetti Berenson & Johnson LLP
Jorden Burt Boros Cicchetti Berenson & Johnson LLP

<PAGE> 1
POWER OF ATTORNEY

This Power of Attorney will be contingent upon the election of the
Trustee nominees at the Special Shareholder Meetings to be held in September
and October 1999.

The undersigned Trustees and officers, as indicated respectively
below, of BT Investment Funds, BT Institutional Funds, BT Pyramid Mutual Funds,
and BT Advisor Funds (each, a "Trust") and Cash Management Portfolio, Treasury
Money Portfolio, Tax Free Money Portfolio, NY Tax Free Money Portfolio,
International Equity Portfolio, Equity 500 Index Portfolio, Asset Management
Portfolio, Capital Appreciation Portfolio, Intermediate Tax Free Portfolio, and
BT Investment Portfolios (each, a "Portfolio Trust") each hereby constitutes
and appoints the Secretary, each Assistant Secretary and each authorized
signatory of each Trust and each Portfolio Trust, each of them with full powers
of substitution, as his true and lawful attorney-in-fact and agent to execute
in his name and on his behalf in any and all capacities the Registration
Statements on Form N-1A, and any and all amendments thereto, and all other
documents, filed by a Trust or a Portfolio Trust with the Securities and
Exchange Commission (the "SEC") under the Investment Company Act of 1940, as
amended, and (as applicable) the Securities Act of 1933, as amended, and any and
all instruments which such attorneys and agents, or any of them, deem necessary
or advisable to enable the Trust or Portfolio Trust to comply with such Acts,
the rules, regulations and requirements of the SEC, and the securities or Blue
Sky laws of any state or other jurisdiction and to file the same, with all
exhibits thereto and other documents in connection therefor, with the SEC and
such other jurisdictions, and the undersigned each hereby ratifies and confirms
as his own act and deed any and all acts that such attorneys and agents, or any
of them, shall do or cause to be done by virtue hereof. Any one of such
attorneys and agents has, and may exercise, all of the powers hereby conferred.
The undersigned each hereby revokes any Powers of Attorney previously granted
with respect to any Trust or Portfolio Trust concerning the filings and actions
described herein.

Page 1 of 2
<PAGE> 2

IN WITNESS WHEREOF, each of the undersigned has hereunto set his hand
as of the 8th day of September, 1999.

<TABLE>
<CAPTION>
SIGNATURES TITLE
- --------- -----
<S> <C>
/s/ JOHN Y. KEFFER President and Chief Executive Officer of
- ------------------------------- each Trust and Portfolio Trust
John Y. Keffer

/s/ CHARLES A. RIZZO Treasurer (Principal Financial and
- ------------------------------- Accounting Officer) of each Trust and
Charles A. Rizzo Portfolio Trust

/s/ CHARLES P. BIGGER Trustee of each Trust and Portfolio Trust
- -------------------------------
Charles P. Bigger

/s/ S. LELAND DILL Trustee of each Trust and Portfolio Trust
- -------------------------------
S. Leland Dill

/s/ RICHARD T. HALE Trustee of each Trust and Portfolio Trust
- -------------------------------
Richard T. Hale

/s/ RICHARD J. HERRING Trustee of each Trust and Portfolio Trust
- -------------------------------
Richard J. Herring

/s/ BRUCE E. LANGTON Trustee of each Trust and Portfolio Trust
- -------------------------------
Bruce E. Langton

/s/ MARTIN J. GRUBER Trustee of each Trust and Portfolio Trust
- -------------------------------
Martin J. Gruber

/s/ PHILIP SAUNDERS, JR. Trustee of each Trust and Portfolio Trust
- -------------------------------
Philip Saunders, Jr.

/s/ HARRY VAN BENSCHOTEN Trustee of each Trust and Portfolio Trust
- -------------------------------
Harry Van Benschoten
</TABLE>

Page 2 of 2