EXHIBIT 1.(a).

STATE OF MARYLAND

I hereby certify that this is a true and complete copy of the 22 page document on file in this office. DATED: 7-6-90.

STATE DEPARTMENT OF ASSESSMENTS AND TAXATION

BY:   /s/ NANCY GRUENINGE

This stamp replaces our previous certification system.  Effective: 10/84

ARTICLES OF INCORPORATION
OF
HOMESTEAD FUNDS, INC.

FIRST: The undersigned, William P. McKeithan, Esq., whose post office address is 1800 Massachusetts Avenue, N.W., Washington, D.C. 20036, being at least eighteen (18) years of age does hereby file these Articles of Incorporation of said Corporation as set forth below.

SECOND: The name of the Corporation is:

Homestead Funds, Inc.

THIRD: The purposes for which the Corporation is formed are as follows:

(A) To operate as and carry on the business of an investment company, and exercise all the powers necessary and appropriate to the conduct of such operations.

(B) In general, to carry on any other business in connection with or incidental to the foregoing purpose, to have and exercise all the powers conferred upon corporations by the laws of the State of Mary1and as in force from time to time, to do everything necessary, suitable or proper for the accomplishment of any purpose or the attainment of any object or the furtherance of any power not inconsistent with Maryland law, either alone or in association with others, and to take any action incidental or appurtenant to or growing out of or connected with the Corporation's business or purposes, objects, or powers.

(C) To conduct and carry on its business, or any part thereof, to have one or more offices, and to exercise any or all of its corporate powers and rights, in the State of Maryland, in any other states, territories, districts, colonies, and dependencies of the United States, and in any or all foreign countries.

The foregoing clauses shall be construed both as objects and powers, and the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the general powers of the Corporation.

FOURTH: The post office address of the principal office of

the Corporation in the State of Maryland is:

Homestead Funds, Inc. c/o The Corporation Trust Incorporated 32 South Street Baltimore, Maryland 21202

The name and post office address of the resident agent of the Corporation in the State of Maryland is:

The Corporation Trust Incorporated 32 South Street Baltimore, Maryland 21202

Said resident agent is a citizen of the State of Maryland, and actually resides therein.

FIFTH: CAPITAL STOCK.

(A) GENERAL. The total number of shares of stock which the Corporation, by resolution or resolutions of the Board of Directors, shall have authority to issue is One Billion (l,000,000,000) shares, par value One Cent ($0.01) per share, such shares having an aggregate par value of Ten Million Dollars ($10,000,000). All such shares are herein classified as "Common Stock," subject, however, to the authority hereinafter granted to the Board of Directors to classify or reclassify any such shares, to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any series or class that the Corporation has authority to issue, and to authorize that all such shares of stock be issued as shares of one or more series or one or more classes designated as the Board of Directors may determine. Five hundred million (500,000,000) shares of Common Stock shall be divided equally between two classes as set forth below:

Class                      Number of Shares
-----                      ----------------
Daily Income Fund          250,000,000
Va1ue Fund                 250,000,000

(B) CREATION OF SERIES OR CLASSES. The balance of shares of stock now or hereafter authorized but unissued may be issued as Common Stock or in one or more new series or one or more new classes, each consisting of such number of shares and having such designations, powers, preferences, rights, qualifications, limitations and restrictions, including

variations between different series or classes as to purchase price, terms and manner of redemption, special and relative rights as to dividends and on liquidation conversion rights and conditions of separate voting rights, as shall be fixed and determined from time to time by resolution or resolutions providing for the issuance of such shares adopted by the Board of Directors, to whom authority so to fix and determine the same is hereby expressly granted.

(C) DIVIDENDS AND DISTRIBUTIONS. Without limiting the generality of the foregoing, the dividends and distributions of investment income and capital gains with respect to Common Stock and any series or class that may hereafter be created shall be in such amount as may be declared from time to time by the Board of Directors, and such dividends and distributions may vary from series to series or class to class to such extent and for such purposes as the Board of Directors may deem appropriate, including, but not limited to, the purpose of complying with any requirements of regulatory or legislative authorities.

(D) CLASSIFICATION. The Board of Directors is hereby expressly granted authority to (1) classify or reclassify any unissued stock (whether now or hereafter authorized) from time to time by setting or changing the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, valuation, or terms or conditions of redemption of the stock and (2) pursuant to such classification or reclassification to increase or decrease the number of authorized shares of any series or class, but the number of shares of any series or class shall not be decreased by the Board of Directors below the number of shares thereof then outstanding, or increased above the number of shares then authorized, provided however, that nothing herein shall prohibit the Board of Directors from increasing or decreasing the aggregate number of shares of stock or the number of shares of stock of any series or class that the Corporation has authority to issue

(E) PROVISIONS FOR SERIES AND CLASSES. In addition to other provisions of these Articles, the fol1lowing provisions are applicable regarding any series or class of shares of stock of the Corporation established and designated by paragraph (A) of this Article FIFTH and shall be applicable if the

Board of Directors shall establish and designate additional series or classes as provided in that paragraph:

(i) CLASSIFICATION. The Board of Directors may classify or reclassify any unissued shares, or any shares previously issued and reacquired, of any series or class into one or more series or classes that may be established and designated from time to time. With respect to any shares of any series or class reacquired by the Corporation from time to time, the Corporation may cancel such shares, hold such shares as treasury shares (of the same or some other series or class), or reissue such shares for such consideration not less than the greater of the par value and the net asset value per share (as described in paragraph (A)(ii) of Article SEVENTH hereof) and on such terms as they may determine.

(ii) ASSETS BELONGING TO A SERIES OR CLASS. All consideration received by the Corporation for the issue or sale of shares of a particular series or class, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall irrevocably belong to that series or class for all purposes, subject only to the rights of creditors, and shall be so recorded upon the books of account of the Corporation. In the event that there are any assets, income, earnings, profits, and proceeds thereof, funds or payments which are not readily identifiable as belonging to any particular series or class, the Board of Directors shall allocate them among any one or more of the series or classes established and designated from time to time in such manner and on such basis as they, in their sole discretion, deem fair and equitable. Each such allocation by the Board of Directors shall be conclusive

and binding upon the shareholders of all series and classes for all purposes.

(iii) LIABILITIES BELONGING TO A SERIES OR CLASS. The assets belonging to each particular series or class shall be charged with the liabilities of the Corporation in respect of that series or class and all expenses, costs, charges and reserves attributable to that series or class, and any general liabilities, expenses, costs, charges and reserves of the Corporation that are not readily identifiable as belonging to any particular series or class shall be allocated, and charged by the Board of Directors, to and among any one or more of the series or classes established and designated from time to time in such manner and on such basis as the Board of Directors in their sole discretion deem fair and equitable. Each allocation of liabilities, expenses, costs, charges and reserves by the Board of Directors shall be conclusive and binding upon the holders of shares of all series and classes for all purposes.

(iv) DIVIDENDS AND DISTRIBUTIONS. The power of the Corporation to pay dividends and make distributions shall be governed by paragraph (C) of this Article FIFTH with respect to any one or more series or classes which represent interests in separately managed components of the Corporation's assets. Dividends and distributions on shares of a particular series or class may be paid with such frequency as the Board of Directors may determine, which may be daily or otherwise, pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Board of Directors may determine, to the holders of shares of that series or class, from such of the income and capital gains, accrued or realized, attributable to the assets belonging to that series or class as the Board of Directors may determine, after providing for actual and accrued liabilities belonging to that series or class. All dividends and distributions on shares of a particular series or class shall be

distributed pro rata to the holders of that series or class in proportion to the number of shares of that series or class held by such holders at the date and time of record established for the payment of such dividends or distributions. Notwithstanding the provisions of this Article FIFTH, the Board of Directors may declare and distribute a stock dividend to holders of shares of any series or class of shares by the distribution of shares of another series or class.

(v) EQUALITY. Subject to the provisions of this Article FIFTH, all shares of all series or classes shall have identical rights and privileges, except insofar as variations thereof among series or classes shall have been determined and fixed by the Board of Directors. Each share of any series or class shall represent an equal proportionate share in the assets of that series or class with each other share of that series or class. The Board of Directors may divide or combine the shares of any series or class into a greater or lesser number of shares of the series or class without thereby changing the proportionate interests of the holders of such shares in the assets of that series or class.

(vi) CONVERSION OR EXCHANGE RIGHTS. Subject to compliance with the requirements of the Investment Company Act of 1940, the Board of Directors shall have the authority to provide that the holders of shares of any series or class shall have the right to convert or exchange said shares for or into shares of one or more other series or classes in accordance with such requirements and procedures as may be established by the Board of Directors from time to time.

(vii) ESTABLISHMENT AND DESIGNATION OF SERIES OR CLASSES. The establishment and designation of any series or class of shares in addition to any established and designated in paragraph (A) of this Arti-

cle FIFTH shall be effective upon the execution of the appropriate instruments and the proper filing thereof in accordance with the Maryland General Corporation Law, setting forth such establishment and designation and the relative rights, preferences, voting powers, restrictions, limitations as to dividends, qualifications, valuation, and terms and conditions of redemption of such series or class or as otherwise provided in such instruments. At any time that there are no shares outstanding or subscribed for any particular series or class previously established and designated, the Board of Directors may by a similar procedure abolish that series or class and the establishment and designation thereof.

(viii) LIQUIDATION. In the event of the liquidation of a particular series or class, the shareholders of the series or class that has been established and designated and that is being liquidated shall be entitled to receive, when and as declared by the Board of Directors, the excess of the assets belonging to that series or class over the liabilities belonging to that series or class. The holders of shares of any series or class shall not be entitled thereby to any distribution upon liquidation of any other series or class. The assets that may be distributed to the shareholders of any series or class shall be distributed among such shareholders in proportion to the number Of shares of that series or class held by each such shareholder and recorded on the books of the Corporation. The liquidation of any particular series or class in which there are shares then outstanding may be authorized by an instrument in writing, without a meeting, signed by a majority of the Directors then in office, subject to the affirmative vote of "a majority of the outstanding voting securities" of that series or class, as the quoted phrase is defined in the Investment Company Act of 1940.

(ix) VOTING. Each share of each

series or class shall have equal voting rights with every other share of every other series or class, and all shares of all series or classes shall vote as a single group except where a separate vote of any series or class is required by the Investment Company Act of 1940, the Maryland General Corporation Law, these Articles of Incorporation, the By-Laws of the Corporation, or as the Board of Directors may determine in its sole discretion. Where a separate vote is required with respect to one or more series or classes, then the shares of all other series or classes shall vote as a single series or class, provided that, as to any matter which does not affect the interest of a particular series or class, only the holders of shares of the one or more affected series or classes shall be entitled to vote.

SIXTH: NUMBER OF DIRECTORS. The number of directors of the Corporation shall be three (3), or such other number as may from time to time be fixed by the By-Laws of the Corporation, or pursuant to authorization contained in such By-Laws, but the number of directors shall never be less than (i) three (3) or
(ii) the number of shareholders of the Corporation, whichever is less. Anthony C. Williams, Anthony M. Marinello, and Peter R. Morris shall serve as directors until the first meeting of shareholders or until their successors are duly chosen and qualified.

SEVENTH: REGULATION OF THE POWERS OF THE CORPORATION AND ITS DIRECTORS

AND SHAREHOLDERS.

(A) ISSUANCE AND SALE OF THE CORPORATION'S SHARES.

(i) GENERAL. All corporate powers and authority of the Corporation (except as otherwise provided by statute, by these Articles of Incorporation or by the By-Laws of the Corporation) shall be vested in and exercised by the Board of Directors. The Board of Directors shall have the power to determine or cause to be determined the nature, quality, character and composition of the portfolio of securities and investments of the Corporation or any series or class thereof, but the foregoing shall not limit the

ability of the Board of Directors to delegate such power to a Committee of the Board of Directors or to an officer of the Corporation, or to enter into an investment advisory or management contract as described in paragraph (E)(v) of this Article SEVENTH. The Board of Directors may from time to time issue and sell or cause to be issued and sold any of the Corporation's authorized shares, including any additional shares which it hereafter authorizes and any shares redeemed or repurchased by the Corporation, except that only shares previously contracted to be sold may be issued during any period when the determination of net asset value is suspended pursuant to the provisions of paragraph (C)(iii) of this Article SEVENTH. All such authorized shares, when issued in accordance with the terms of this paragraph (A) shall be fully paid and nonassessable. No holder of any shares of the Corporation shall be entitled, by reason of holding or owning such shares, to any prior, preemptive or other right to subscribe to, purchase or otherwise acquire any additional shares of the Corporation subsequently issued for cash or other consideration or by way of a dividend or otherwise; and any or all of such shares of the Corporation, whether now or hereafter authorized or created, may be issued, or may be reissued or transferred if the same have been reacquired and have treasury status to such persons, firms, corporations and associations, and for such lawful consideration, and on such terms as the Board of Directors in its discretion may determine, without first offering the same, or any portion thereof, to any said holder. Voting power in the election of directors and for all other purposes shall be vested exclusively in the holders of the Corporation's authorized and issued shares.

(ii) PRICE. No shares of the Corporation shall be issued or sold by the Corporation, except as a stock dividend distributed to shareholders, for less than an amount which would result in pro-

ceeds to the Corporation, before taxes payable by the Corporation in connection with such transaction, of at least the net asset value per share determined as set forth in paragraph
(C) of this Article SEVENTH as of such time as the Board of Directors shall have by resolution theretofore prescribed. In the absence of a resolution of the Board of Directors applicable to the transaction, such net asset value shall be that next determined after receipt of an unconditional purchase order.

(iii) ON MERGER OR CONSOLIDATION. The Board of Directors, in its sole discretion, may permit shares of the Corporation to be issued for stock or assets of any kind. In this regard, in connection with the acquisition of any assets or stock of another person (as such term is defined in Section 2(a)(28) of the Investment Company Act of 1940), the Board of Directors may issue or cause to be issued shares of the Corporation and accept in payment therefor, in lieu of cash, such assets at their fair market value, or such stock at the fair market value of the assets held by such person, either with or without adjustment for contingent costs or liabilities, provided that the funds of the Corporation are permitted by law to be invested in such assets or stock.

(iv) FRACTIONAL SHARES. The Board of Directors may issue and sell fractions of shares having pro rata all the rights of full shares, including, without limitation, the right to vote and to receive dividends.

(B) REDEMPTION AND REPURCHASE OF THE CORPORATION'S SHARES.

(i) REDEMPTION OF SHARES. The Corporation shall redeem its shares, subject to the conditions and at the price determined as hereinafter set forth, upon proper application of the record holder

thereof at such office or agency as may be designated from time to time for that purpose by the Board of Directors. Any such application must be accompanied by the certificate or certificates, if any, evidencing such shares, duly endorsed or accompanied by a proper instrument of transfer. The Board of Directors shall have power to determine or to delegate to the proper officers of the Corporation the power to determine from time to time the form and the other accompanying documents which shall be necessary to constitute a proper application for redemption.

(ii) PRICE. Such shares shall be redeemed at their net asset value determined as set forth in paragraph (C) of this Article SEVENTH as of such time as the Board of Directors shall have theretofore prescribed by resolution. In the absence of such resolution, the redemption price of shares deposited shall be the net asset value of such shares next determined as set forth in paragraph (C) of this Article SEVENTH after receipt of such application.

(iii) PAYMENT. Payment for such shares shall be made to the shareholder of record within seven (7) days after the date upon which proper application is received, or such other time period of greater or lesser duration as permitted by applicable law, subject to the provisions of paragraph (B)(iv) of this Article SEVENTH. Such payment shall be made in cash or other assets of the Corporation or both, as the Board of Directors shall prescribe.

(iv) EFFECT OF SUSPENSION OF DETERMINATION OF NET ASSET VALUE. If, pursuant to paragraph (C)(iii) of this Article SEVENTH, the Board of Directors shall declare a suspension of the determination of net asset value, the rights of shareholders (including those who shall have applied for redemption pursuant to paragraph (B)(i) of Article SEVENTH but who shall not yet have received payment) to

have shares redeemed and paid for by the Corporation shall be suspended until the termination of such suspension is declared. Any record holder whose redemption right is so suspended may, during the period of such suspension, by appropriate written notice of revocation to the office or agency where application was made, revoke his application and withdraw any share certificates which accompanied such application. The redemption price of shares for which redemption applications have not been revoked shall be the net asset value of such shares next determined as set forth in paragraph (C) of this Article SEVENTH after the termination of such suspension, and payment shall be made within seven (7) days after the date upon which the proper application was made plus the period after such application during which the determination of net asset value was suspended.

(v) REPURCHASE BY AGREEMENT. The Corporation may repurchase shares of the Corporation directly, or through its principal underwriter or other agent designated for the purpose, by agreement with the owner thereof, at a price not exceeding the net asset value per share determined as of the time when the purchase or contract of purchase is made or the net asset value as of any time which may be later determined pursuant to paragraph (C) of this Article SEVENTH, provided payment is not made for the shares prior to the time as of which such net asset value is determined.

(C) NET ASSET VALUE OF SHARES.

(i) BY WHOM DETERMINED. The Board of Directors shall have the power and duty to determine from time to time the net asset value per share of the outstanding shares of the Corporation and of any such series or class of the Corporation. It may delegate such power and duty to one or more of the directors and officers of the Corporation, to the cus-

todian or depository of the Corporation's assets, or to another agent of the Corporation appointed for such purpose. Any determination made pursuant to this section by the Board of Directors, or its delegate, shall be binding on all parties concerned.

(ii) WHEN DETERMINED. The net asset value shall be determined at such times as the Board of Directors shall prescribe by resolution, provided that such net asset value shall be determined at least once each week as of the close of business on a business day. In the absence of a resolution of the Board of Directors, the net asset value shall be determined as of the close of trading on the New York Stock Exchange on each business day.

(iii) SUSPENSION OF DETERMINATION OF NET ASSET VALUE. The Board of Directors may declare a suspension of the determination of net asset value for the whole or any part of any period (a) during which the New York Stock Exchange is closed other than customary weekend and holiday closings, (b) during which trading on the New York Stock Exchange is restricted, (c) during which an emergency exists as a result of which disposal by the Corporation of securities owned by it is not reasonably practicable or it is not reasonably practicable for the Corporation fairly to determine the value of its net assets, or (d) during which a governmental body having jurisdiction over the Corporation may by order permit for the protection of the security holders of the Corporation. Such suspension shall take effect at such time as the Board of Directors shall specify, which shall not be later than the close of business on the business day next following the declaration, and thereafter there shall be no determination of net asset value until the Board of Directors shall declare the suspension at an end, except that the suspension shall terminate in any event on the first day on which (1)

the condition givinq rise to the suspension shall have ceased to exist and (2) no other condition exists under which suspension is authorized under this paragraph (C)(iii) of Article SEVENTH.

Each declaration by the Board of Directors pursuant to this paragraph (C)(iii) of Article SEVENTH shall be consistent with such official rules and regulations, if any, relating to the subject matter thereof as shall have been promulgated by the Securities and Exchange Commission or any other governmental body having jurisdiction over the Corporation and as shall be in effect at the time. To the extent not inconsistent with such official rules and regulations, the determination of the Board of Directors shall be conclusive.

(iv) COMPUTATION OF NET ASSET VALUE.

(a) NET ASSET VALUE PER SHARE. The net asset value of each share of the Corporation (or, where applicable, of any series or class thereof) as of any particular time shall be the quotient obtained by dividing the value of the net assets of the Corporation (or, where applicable, such series or class) by the total number of shares of the Corporation (or, where applicable, such series or class) outstanding. Notwithstanding the above, the Board of Directors may determine to maintain the net asset value per share of any series or class at a designated constant dollar amount and in connection therewith may adopt procedures not inconsistent with the Investment Company Act of 1940 for the continuing declarations of income attributable to that series or class as dividends payable in additional shares of that series or class at the designated constant dollar amount and for the handling of any losses attributable to that class or series. Such procedures may provide that in the event of any loss, each shareholder shall be deemed to

have contributed to the capital of the Corporation attributable to that series or class his pro rata portion of the total number of shares required to be cancelled in order to permit the net asset value per share of that series or class to be maintained, after reflecting such loss, at the designated constant dollar amount. Each shareholder of the Corporation shall be deemed to have agreed, by his investment in any series or class with respect to which the Board of Directors shall have adopted any such procedure, to make the contribution referred to in the preceding sentence in the event of any such loss.

(b) NET ASSET VALUE OF CORPORATION OR SERIES. The value of the net assets of the Corporation (or of any series or class thereof) as of any particular time shall be the value of the assets of the Corporation (or of any such series or class) less its liabilities, determined and computed as prescribed by the Board of Directors.

(D) COMPLIANCE WITH INVESTMENT COMPANY ACT OF 1940. Notwithstanding any of the foregoing provisions of this Article SEVENTH, the Board of Directors may prescribe, in its absolute discretion, such other bases and times for determining the per share net asset value of the shares of the Corporation (or any series or class thereof) as it shall deem necessary or desirable to enable the Corporation to comply with any provision of the Investment Company Act of 1940, or any rule or regulation thereunder, including any rule or regulation adopted pursuant to Section 22 of the Investment Company Act of 1940 by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934, all as in effect now or as hereafter amended or added.

(E) MISCELLANEOUS.

(i) COMPENSATION OF DIRECTORS. The Board of Directors shall have power from time to time to authorize payment of compensation to the directors for services

to the Corporation, including fees for attendance at meetings of the Board of Directors and of committees.

(ii) INSPECTION OF CORPORATION'S BOOKS. The Board of Directors shall have power from time to time to determine whether and to what extent, and at what times and places, and under what conditions and regulations the accounts and books of the Corporation (other than the stock ledger) or any of them shall be open to the inspection of shareholders; and no shareholder shall have any right of inspecting any account, book or document of the Corporation except as at the time and to the extent required by applicable law, unless authorized by a resolution of the shareholders or the Board of Directors.

(iii) RESERVATION OF RIGHT TO AMEND. The Corporation reserves the right to make any amendment of its charter, now or hereafter authorized by law, including any amendment which alters the contract rights, as expressly set forth in its charter, of any outstanding stock, and all rights herein conferred upon shareholders are granted subject to such reservation. The Board of Directors shall have the power to adopt, alter or repeal the By-Laws of the Corporation, except to the extent that the By-Laws otherwise provide, or as otherwise provided by applicable law.

(iv) DETERMINATION OF NET PROFITS DIVIDENDS, ETC. The Board of Directors is expressly authorized to determine, in accordance with generally accepted accounting principles and practices, what constitutes net profits, earnings, surplus, or net assets in excess of capital, and to determine what accounting periods, whether daily, annual or any other period, shall be used by the Corporation or any series or class thereof for any purpose; to set apart out of any funds of the Corporation or any series or class thereof such reserves for such purposes

as it shall determine and to abolish the same; to declare and pay dividends and distributions in cash, securities, or other property from surplus or any funds legally available therefor, in such amounts and at such intervals (which may be as frequently as daily) or on such other periodic basis, as it shall determine; to declare such dividends or distributions by means of a formula or other method of determination, at meetings held less frequently than the frequency of the effectiveness of such declarations; to establish payment dates for dividends or any other distributions on any basis, including dates occurring less frequently than the effectiveness of the declaration thereof; and to provide for the payment of declared dividends on a date earlier than the specified payment date in the case of shareholders of the Corporation redeeming their entire ownership of shares of the Corporation.

The Corporation and each of its series intends to qualify as a "regulated investment company" under the Internal Revenue Code of 1986, or any successor or comparable statute thereto, and regulations promulgated thereunder. Inasmuch as the computation of net income and gains for Federal income tax purposes may vary from the computation thereof on the books of the Corporation, the Board of Directors shall have the power, in its sole discretion, to distribute in any fiscal year as dividends, including dividends designated in whole or in part as capital gains distributions, amounts sufficient, in the opinion of the Board of Directors, to enable the Corporation and each of its series to qualify as a regulated investment company and to avoid liability of the Corporation and each of its series for Federal income tax in respect of that year. However, nothing in the foregoing shall limit the authority of the Board of Directors to make distributions greater than or less than the amount necessary to qualify as a regulated investment company and to avoid liability of the Corporation and each of its series for such tax.

(v) CONTRACTS. The Board of Directors may in its discretion from time to time enter into an exclusive or nonexclusive underwriting contract or contracts providing for the sale of the shares of Common Stock of the Corporation to net the Corporation not less than the amount provided for in paragraph (A)(ii) of this Article SEVENTH, whereby the Corporation may either agree to sell the shares to the other party to the contract or appoint such other party its sales agent for such shares (such other party being herein sometimes called the "underwriter"), and in either case, on such terms and conditions as may be prescribed in the By-Laws, if any, and such further terms and conditions as the Board of Directors may in its discretion determine is not inconsistent with the provisions of this Article SEVENTH or of the By-Laws; and such contract may also provide for the repurchase of shares of the Corporation by such other party as agent of the Corporation.

The Board of Directors may in its discretion from time to time enter into an investment advisory or management contract whereby the other party to such contract shall undertake to furnish to the Corporation or any series or class thereof such management, investment advisory, statistical and research facilities and services and such other facilities and services, if any, and all upon such terms and conditions, as the Board of Directors may in its discretion determine.

Any contract of the character described in the paragraphs above or for services as custodian, transfer agent, or disbursing agent or related services may be entered into with any corporation, firm, trust, or association, although one or more of the directors or officers of the Corporation may be an officer, director, trustee, shareholder, or member of such other party to the contract, and no such contract shall be invalidated or

rendered voidable by reason of the existence of any such relationship, nor shall any person holding such relationship be liable merely by reason of such relationship for any loss or expense to the Corporation under or by reason of said contract or accountable for any profit realized directly or indirectly therefrom, except as otherwise provided by applicable law. The same person (including a firm, corporation, trust, or association) may be the other party to contracts entered into pursuant to the above paragraphs, and any individual may be financially interested or otherwise affiliated with persons who are parties to any or all of the contracts mentioned in this paragraph, except as otherwise provided by applicable law.

Any contract entered into pursuant to the first two paragraphs of this paragraph (E)(v) of Article SEVENTH shall be consistent with and subject to the requirements of Section 15 of the Investment Company Act of 1940 (including any amendment thereof or other applicable Act of Congress hereafter enacted) with respect to its continuance in effect, its termination and the method of authorization and approval of such contract or renewal thereof.

(VI) SHAREHOLDER VOTING. On each matter submitted to a vote of the shareholders, each holder of a share shall be entitled to one vote for each whole share and to a proportionate fractional vote for each fractional share standing in his name on the books of the Corporation, except as otherwise provided in paragraph(E)(ix) of Article FIFTH. Notwithstanding any provision of the Maryland General Corporation Law requiring a greater proportion than a majority of the votes of all series or classes or of any series or class of stock entitled to be cast, to take or authorize any action, such action may, subject to other applicable provisions of law, these Articles of Incorporation and the By-Laws of the Corporation, be taken or authorized upon the

concurrence of a majority of the aggregate number of the votes entitled to be cast thereon.

(VII) CERTIFICATES. A shareholder shall be entitled to stock certificates which represent and certify the shares of stock he holds in the Corporation upon written request in accordance with procedures established in the By-Laws or by the Board of Directors, but in the absence of such a request, the Corporation shall not be obligated to issue such certificates.

(VIII) INDEMNIFICATION AND LIMITATION OF LIABILITY. To the fullest extent permitted by Maryland and federal law, as amended or interpreted, no director or officer of the Corporation shall be personally liable to the Corporation or the holders of shares of its series or classes for money damages and each director and officer shall be indemnified by the Corporation; provided, however, that nothing herein shall be deemed to protect any director or officer of the Corporation against any liability to the Corporation or the holders of shares of its series or classes to which such director or officer would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.

EIGHTH: References in these Articles to the Investment Company Act of 1940 shall mean the published statute, the rules thereunder, and, where applicable, published cases and interpretative letters of the Securities and Exchange Commission.

IN WITNESS WHEREOF, I have signed these Articles of Incorporation and acknowledge the same to be my act on this 29th day of June, 1990.

/s/ WILLIAM P. MCKEITHAN
------------------------------------------
William P. McKeithan, Esq.

WITNESS:

    /s/ LYNN S. PIKOVSKY
----------------------------

EXHIBIT 1.(d).

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:

Class                                               Authorized Number of Shares
-----                                               --------------------------
Value Fund                                                100,000,000

Daily Income Fund                                         200,000,000

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

NASDAQ 100 Fund                                           100,000,000

International Stock Index Fund                            100,000,000.

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.

IN WITNESS WHEREOF, these Articles Supplementary have been signed and acknowledged below by the President and attested to by the Vice-President of the Corporation on this 5th day of October, 2000.

I hereby certify that this is a true and complete copy of the 3 page document on file in this office. DATED: Oct. 23, 2000.

STATE DEPARTMENT OF ASSESSMENTS AND TAXATION

BY: /s/ MAE STILL, Custodian

This stamp replaces our previous certification system. Effective: 6/95

                                                    /s/ DAVID METZ
                                                    ----------------------------
                                                    David Metz, President

ATTEST:


/s/  WILLIAM P. McKEITHAN
---------------------------------------
  William P. McKeithan, Vice-President

I, Catherine M. Blushi, AssistantSecretary 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 by unanimous consent in lieu of a meeting effective October 5, 2000 and do hereby certify the matter and facts set forth in the Articles Supplementary with respect to authorization and approval.

  /s/ CATHERINE BLUSHI
--------------------------
   Catherine M. Blushi
   Assistant Secretary

EXHIBIT 2.

HOMESTEAD FUNDS, INC.
(A Maryland Corporation)

BY-LAWS

ARTICLE I

NAME OF CORPORATION,
LOCATION OF OFFICES AND SEAL

Section 1.01. Name: The name of the Corporation is the Homestead Funds, Inc.

Section 1.02. Principal Office: The principal office of the Corporation in the State of Maryland shall be located at 32 South Street, Baltimore, Maryland 21202, c/o The Corporation Trust Incorporated. The Corporation may, in addition, establish and maintain such other offices and places of business, within or outside the State of Maryland, as the Board of Directors may from time to time determine. [MGCL, Sections 2-103(4), 2-108(a)(1)]*

Section 1.03. Seal: The corporate seal of the Corporation shall be circular in form, and shall bear the name of the Corporation, the year of its incorporation, and the words "Corporate Seal, Maryland." The form of the seal shall be subject to alteration by the Board of Directors and the seal may be used by causing it or a facsimile to be impressed or affixed or printed or otherwise reproduced. In lieu of affixing the corporate seal to any document it shall be sufficient to meet the requirements of any law, rule, or regulation relating to a corporate seal to affix the word "(Seal)" adjacent to the signature of the authorized officer of the Corporation. Any officer or director of the Corporation shall have authority to affix the corporate seal of the Corporation to any document requiring the same. [MGCL, Sections 1-304(b), 2-103(3)]

ARTICLE II

SHAREHOLDERS

Section 2.01. Annual Meetings: The Corporation shall not be required to hold an annual meeting of its shareholders in any year in which election of directors is not required to be acted

upon under the Investment Company Act of 1940 ("Investment Company Act"). In the event that the Corporation shall be required by the Investment Company Act to hold an annual meeting of shareholders, such meeting shall be held: (a) at a date and time set by the Board of Directors in accordance with the Investment Company Act if the purpose of the meeting is to elect directors, but in no event later than one hundred and twenty (120) days after the event requiring the annual meeting; and (b) on a date and time fixed by the Board of Directors during the month of April (i) in the fiscal year immediately following the fiscal year in which independent accountants were appointed by the Board of Directors if the purpose of the meeting is to ratify the selection of such independent accountants or (ii) in any fiscal year if an annual meeting is to be held for any reason other than as specified in the foregoing. Any shareholders' meeting held in accordance with the preceding sentence shall for all purposes constitute the annual meeting of shareholders for the fiscal year of the Corporation in which the meeting is held. At any such meeting, the shareholders shall elect directors to hold the offices of any directors who have held office for more than one (1) year or who have been elected by the Board of Directors to fill vacancies which result from any cause. Except as the Articles of Incorporation or applicable law provides otherwise, directors may transact any business within the powers of the Corporation as may properly come before the meeting. Any business of the Corporation may be transacted at the annual meeting without being specially designated in the notice, except such business as is specifically required by applicable law to be stated in the notice. [MGCL,
Section 2-501]

Section 2.02. Special Meetings: Special meetings of the shareholders may be called at any time by the Chairman of the Board, the President, any Vice President, or by the Board of Directors. Special meetings of the shareholders also shall be called by the Secretary on the written request of shareholders entitled to cast at least ten (10) percent of all the votes entitled to be cast at such meeting, provided that (a) such request shall state the purpose or purposes of the meeting and the matters proposed to be acted on, and (b) the shareholders requesting the meeting shall have paid to the Corporation the reasonably estimated cost of preparing and mailing the notice thereof, which the Secretary shall determine and specify to such shareholders. Unless requested by shareholders entitled to cast a majority of all the votes entitled to be cast at the meeting, a special meeting need not be called to consider any matter which is substantially the same as a matter voted upon at any annual or special meeting of the shareholders held during the preceding twelve (12) months. [MGCL,
Section 2-502; Investment Company Act, Section 16(c)]

Section 2.03. Place of Meetings: All shareholders' meet-

ings shall be held at such place within the United States as may be fixed from time to time by the Board of Directors. [MGCL, Section 2-503]

Section 2.04. Notice of Meetings: Not less than ten (10) days, nor more than ninety (90) days before each shareholders' meeting, the Secretary or an Assistant Secretary of the Corporation shall give to each shareholder entitled to vote at the meeting, and each other shareholder entitled to notice of the meeting, written notice stating (a) the time and place of the meeting, and (b) the purpose or purposes of the meeting if the meeting is a special meeting or if notice of the purpose is required by applicable law to be given. Such notice shall be personally delivered to the shareholder, or left at his residence or usual place of business, or mailed to him at his address as it appears on the records of the Corporation. No notice of a shareholders' meeting need be given to any shareholder who shall sign a written waiver of such notice, whether before or after the meeting, which is filed with the records of shareholders' meetings, or to any shareholder who is present at the meeting in person or by proxy. Notice of adjournment of a shareholders' meeting to another time or place need not be given if such time and place are announced at the meeting, unless the adjournment is for more than one hundred and twenty (120) days after the original record date. [MGCL, Sections 2-504, 2-511(d)]

Section 2.05. Voting - In General: Except as otherwise specifically provided in the Articles of Incorporation or these By-Laws, or as required by provisions of the Investment Company Act or other applicable law, with respect to the vote of a series or class if any, of the Corporation, at every shareholders' meeting, each shareholder shall be entitled to one (1) vote for each share of stock of the Corporation validly issued and outstanding and held by such shareholder, except that no shares held by the Corporation shall be entitled to a vote. Fractional shares shall be entitled to fractional votes. Except as otherwise specifically provided in the Articles of Incorporation, or these By-Laws, or as required by provisions of the Investment Company Act or other applicable law, a majority of all the votes cast at a meeting at which a quorum is present is sufficient to approve any matter which properly comes before the meeting. The vote upon any question shall be by ballot whenever requested by any person entitled to vote, but, unless such a request is made, voting may be conducted in any way approved by the meeting. [MGCL, Sections 2-214(a)(1), 2-506(a)(2), 2-507(a), 2-509(b)]

Section 2.06. Shareholders Entitled to Vote: If, pursuant to Section 8.05 hereof, a record date has been fixed for the determination of shareholders entitled to notice of or to vote at any shareholders' meeting, each shareholder of the Corporation shall be entitled to vote in person or by proxy, each share

or fraction of a share of stock outstanding in his name on the books of the Corporation on such record date. If no record date has been fixed for the determination of shareholders, the record date for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders shall be the close of business on the day on which notice of the meeting is mailed or the thirtieth (30th) day before the meeting, whichever is the closer date to the meeting, or, if notice is waived by all shareholders, at the close of business on the tenth (10th) day next preceding the date of the meeting. [MGCL, Sections 2-507, 2-511]

Section 2.07. Voting - Proxies: The right to vote by proxy shall exist only if the instrument authorizing such proxy to act shall have been executed in writing by the shareholder himself, or by his attorney thereunto duly authorized in writing. No proxy shall be valid more than eleven (11) months after its date unless it provides for a longer period. Unless otherwise agreed to in writing, the holder of record of stock which actually belongs to another shall issue a proxy to vote the share to the actual owner on his demand. [MGCL, Section 2-507(b)]

Section 2.08. Quorum: The presence at any shareholders' meeting, in person or by proxy, of shareholders entitled to cast a majority of the votes entitled to be cast at the meeting shall constitute a quorum. [MGCL, Section 2-506(a)]

Section 2.09. Absence of Quorum: In the absence of a quorum, the holders of a majority of shares entitled to vote at the meeting and present thereat in person or by proxy, or, if no shareholder entitled to vote is present in person or by proxy, any officer present who is entitled to preside at or act as Secretary of such meeting, may adjourn the meeting sine die or from time to time. Any business that might have been transacted at the meeting originally called may be transacted at any such adjourned meeting at which a quorum is present.

Section 2.10. Stock Ledger and List of Shareholders: It shall be the duty of the Secretary or Assistant Secretary of the Corporation to cause an original or duplicate stock ledger to be maintained at the office of the Corporation's transfer agent, containing the names and addresses of all shareholders and the number of shares of each series or class held by each shareholder. Such stock ledger may be in written form, or any other form capable of being converted into written form within a reasonable time for visual inspection. One or more persons, who together are and for at least six (6) months have been shareholders of record of at least five (5) percent of the outstanding capital stock of the Corporation, may submit (unless the Corporation at the time of the request maintains a duplicate stock ledger at its principal office) a written request to any officer of the Corporation or its resident agent in Maryland for a list of the

shareholders of the Corporation. Within twenty (20) days after such a request, there shall be prepared and filed at the Corporation's principal office a list, verified under oath by an officer of the Corporation or by its stock transfer agent or registrar, which sets forth the name and address of each shareholder and the number of shares of each series or class which the shareholder holds.
[MGCL, Sections 2-209, 2-513]

Section 2.11. Informal Action By Shareholders: Any action required or permitted to be taken at a meeting of shareholders may be taken without a meeting if the following are filed with the records of shareholders' meetings:

(a) A unanimous written consent which sets forth the action and is signed by each shareholder -entitled to vote on the matter; and

(b) A written waiver of any right to dissent signed by each shareholder entitled to notice of the meeting, but not entitled to vote at it. [MGCL, Section 2-505]

ARTICLE III

BOARD OF DIRECTORS

Section 3.01. Number and Term of Office: The Board of Directors shall consist of three (3) directors, which number may be increased or decreased by a resolution of a majority of the entire Board of Directors, provided that the number of directors shall not be more than fifteen (15) nor less than the lesser of (i) three (3) or (ii) the number of shareholders of the Corporation. Each director (whenever elected) shall hold office until the next annual meeting of shareholders and until his successor is elected and qualifies or until his earlier death, resignation, or removal. [MGCL, Sections 2-402, 2-404, 2-405]

Section 3.02. Qualification of Directors: No member of the Board of Directors need be a shareholder of the Corporation, but at least one (1) member of the Board of Directors shall be a person who is not an interested person (as such term is defined in the Investment Company Act) of the investment adviser of the Corporation, nor an officer or employee of the Corporation. [MGCL, Section 2-403; Investment Company Act, Section 10(d)]

Section 3.03. Election of Directors: Until the first annual meeting of shareholders, or until successors are duly elected and qualified, the Board of Directors shall consist of the persons named as such in the Articles of Incorporation. Thereafter, except as otherwise provided in Sections 3.04 and 3.05 hereof, at each annual meeting, the shareholders shall elect directors to hold office until the next annual meeting

and/or until their successors are elected and qualify. In the event that directors are not elected at an annual shareholders' meeting, then directors may be elected at a special shareholders' meeting. Directors shall be elected by vote of the holders of a plurality of the shares present in person or by proxy and entitled to vote. [MGCL, Section 2-404]

Section 3.04. Removal of Directors: At any meeting of shareholders, duly called and at which a quorum is present, the shareholders may, by the affirmative vote of the holders of a majority of the votes entitled to be cast thereon, remove any director or directors from office, either with or without cause, and may elect a successor or successors to fill any resulting vacancies for the unexpired terms of removed directors. [MGCL, Sections 2-406, 2-407]

Section 3.05. Vacancies and Newly Created Directorships: If any vacancies occur in the Board of Directors by reason of resignation, removal or otherwise, or if the authorized number of directors is increased, the directors then in office shall continue to act, and such vacancies (if not previously filled by the shareholders) may be filled by a majority of the directors then in office, whether or not sufficient to constitute a quorum, provided that, immediately after filling such vacancy, at least two-thirds of the directors then holding office shall have been elected to such office by the shareholders of the Corporation. In the event that at any time, other than the time preceding the first meeting of shareholders, less than a majority of the directors of the Corporation holding office at that time were so elected by the shareholders, a meeting of the shareholders shall be held promptly and in any event within sixty
(60) days for the purpose of electing directors to fill any existing vacancies in the Board of Directors' unless the Securities and Exchange Commission shall by order extend such period. Except as provided in Section 3.04 hereof, a director elected by the Board of Directors to fill a vacancy shall be elected to hold office until the next annual meeting of shareholders or until his successor is elected and qualifies. A director elected by the shareholders to fill a vacancy which results from the removal of a director serves for the balance of the term of the removed director. [MGCL, Section 2-407; Investment Company Act,
Section 16(a)]

Section 3.06. General Powers:

(a) The property, business, and affairs of the Corporation shall be managed under the direction of the Board of Directors, which may exercise all the powers of the Corporation except such as are by applicable law, by the Articles of Incorporation, or by these By-Laws conferred upon or reserved to the shareholders of the Corporation. [MGCL, Section 2-401]

(b) All acts done by any meeting of the directors or by

any person acting as a director, so long as his successor shall not have been duly elected or appointed, shall be treated as valid as if the directors or such person, as the case may be, were or was duly elected and qualified to be directors or a director of the Corporation, notwithstanding that it may be afterwards discovered that there was some defect in the election of the directors or such person acting as a director, or that they or any of them were disqualified.

Section 3.07. Power to Issue and Sell Stock: The Board of Directors may from time to time authorize by resolution the issuance and sale of any of the Corporation's authorized shares to such persons as the Board of Directors shall deem' advisable. Such resolution shall set the minimum price or value of consideration for the stock or a formula for its determination, and shall include a fair description of any consideration, other than money, and a statement of the actual value of such consideration as determined by the Board of Directors or a statement that the Board of Directors has determined that the actual value is or will be not less than a certain sum. [MGCL, Section 2-203]

Section 3.08. Power to Declare Dividends:

(a) The Board of Directors, from time to time as it may deem advisable, may declare that the Corporation pay dividends, in cash, property, or shares of the Corporation available for dividends, out of any source available for dividends, to the shareholders according to their respective rights and interests.

(b) The Board of Directors shall cause a written statement to accompany any dividend payment wholly or partly from any source other than the Corporation's accumulated undistributed net income not including profits or losses realized upon the sale of securities or other properties (as determined in accordance with good accounting practice and the rules and regulations of the Securities and Exchange Commission then in effect). Such statement shall adequately disclose the source or sources of such payment and the basis of calculation and shall be otherwise in such form as the Securities and Exchange Commission may prescribe. [Investment Company Act, Section 19 and ICA Rule 19a-1]

(c) Notwithstanding the above provisions of this Section 3.08, the Board of Directors may at any time declare and distribute pro rata among the shareholders a stock dividend out of the Corporation's authorized but unissued shares of stock, including any shares previously redeemed by the Corporation. The shares so distributed may be declared and paid to the holders of shares of another series or class. The shares so distributed shall be

issued at the par value thereof, and there shall be transferred to stated capital, at the time such dividend is paid, an amount of surplus equal to the aggregate par value of the shares issued as a dividend and there may be transferred from earned surplus to capital surplus such additional amount as the Board of Directors may determine. [MGCL, Section 2-309]

Section 3.09. Corporation's Option to Redeem Shares:

(a) Small Account. The Corporation shall have the right at any time and without prior notice to the shareholder to redeem for their then-current net asset value per share all shares that are held by a shareholder whose shares of the Corporation or of any and all series or class have an aggregate net asset value of less than $500, or such other amount as the Board of Directors may from time to time determine.

(b) If in the sole determination of the Board of Directors, the continuation of the offering of the shares of any one or more series or class is no longer in the best interests of the Corporation, e.g. because market conditions have changed, regulatory problems have developed or participation in such series or class is low, the Corporation may cease the offering of such shares and may by majority vote of the Board of Directors, require the redemption of all outstanding shares of stock of such series or class at their then-current net asset value upon thirty (30) days prior written notice to the stockholders, all subject to the requirements of applicable law.

(c) Reimbursement. The Corporation shall have the right at any time and without prior notice to the shareholder to redeem shares in any account, including any account of any series or class, for their then-current net asset value per share if and to the extent it shall be necessary to reimburse the Corporation or its principal underwriter or distributor for any loss sustained by the Corporation by reason of the failure of the shareholder in whose name such account is registered to make full payment for shares of the Corporation, or of any series or class thereof, purchased by such shareholder.

(d) Personal Holding Company. The Corporation shall have the right at any time and without prior notice to the shareholder to redeem shares in any account for their then-current net asset value per share if such redemption is, in the opinion of the Board of Directors, desirable in order to avoid the Corporation being taxed as a "personal holding company" within the meaning of the Internal Revenue Code of 1986, as amended.

(e) Notice. The right of redemption provided by each of the foregoing subsections of this Section 3.09 hereof shall be

subject to such terms and conditions as the Board of Directors may from time to time approve, and subject to the Corporation's giving general notice of its intention to avail itself of such right, either by publication in the Corporation's prospectus or Statement of Additional Information or by such means as the Board of Directors shall determine.

Section 3.10. Borrowing: The Board of Directors, from time to time as it may deem advisable, may establish limitations upon the borrowing of money and pledging of assets by the Corporation.

Section 3.11. Annual and Regular Meetings: The annual meeting of the Board of Directors for choosing officers and transacting other proper business shall be held after the annual shareholders' meeting at such time and place as may be specified in the notice of such meeting of the Board of Directors or, in the absence of such annual shareholders' meeting, at such time and place as the Board of Directors may provide. The Board of Directors from time to time may provide by resolution for the holding of regular meetings and fix their time and place (within or outside the State of Maryland). [MGCL, Section 2-409(a)]

Section 3.12. Special Meetings: Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board, the President (or, in the absence or disability of the President, by any Vice President), the Treasurer, or two (2) or more directors, at the time and place (within or outside the State of Maryland) specified in the respective notices or waivers of notice of such meetings.

Section 3.13. Notice: Notice of annual, regular, and special meetings shall be in writing, stating the time and place, and shall be mailed to each director at his residence or regular place of business or caused to be delivered to him personally or to be transmitted to him by telegraph, telecopy, cable, or wireless at least two (2) days before the day on which the meeting is to be held. Except as otherwise required by these By-Laws or the Investment Company Act, such notice need not include a statement of the business to be transacted at, or the purpose of, the meeting. [MGCL, Section 2-409(b)]

Section 3.14. Waiver of Notice: No notice of any meeting need be given to any director who is present at the meeting or to any director who signs a waiver of the notice of the meeting (which waiver shall be filed with the records of the meeting), whether before or after the meeting. [MGCL, Section 2-409(c)]

Section 3.15. Quorum and Voting: At all meetings of the Board of Directors the presence of one-third of the total number of directors, but not less than two (2) directors if there are

at least (2) two directors, shall constitute a quorum. In the absence of a quorum, a majority of the directors present may adjourn the meeting, from time to time, until a quorum shall be present. The action of a majority of the directors present at a meeting at which a quorum is present shall be the action of the Board of Directors unless the concurrence of a greater proportion is required for such action by applicable law, by the Articles of Incorporation or by these By-Laws. [MGCL, Section 2-408]

Section 3.16. Conference Telephone: Members of the Board of Directors or of any committee designated by the Board may participate in a meeting of the Board or of such committee by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at such meeting, unless otherwise prohibited by applicable law. [MGCL, Section 2-409(d); Investment Company Act, Sections 15 and 32]

Section 3.17. Compensation: Each director may receive such remuneration for his services as shall be fixed from time to time by resolution of the Board of Directors.

Section 3.18. Action Without a Meeting: Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if a unanimous written consent which sets forth the action is signed by each member of the Board or of such committee and such written consent is filed with the minutes of proceedings of the Board or committee, unless otherwise prohibited by applicable law. [MGCL, Section 2-408(c); Investment Company Act, Sections 15 and 32]

ARTICLE IV

EXECUTIVE COMMITTEE AND OTHER COMMITTEES

Section 4.01. How Constituted: By resolution adopted by the Board of Directors, the Board may appoint from among its members one or more committees, including an Executive Committee and an Audit Committee, each consisting of at least two (2) directors. Each member of a committee shall hold such position at the pleasure of the Board. [MGCL, Section 2-411]

Section 4.02. Powers of the Executive Committee: Unless otherwise provided by resolution of the Board of Directors, the Executive Committee, in the intervals between meetings of the Board of Directors, shall have and may exercise all of the powers of the Board of Directors to manage the business and affairs of the Corporation except the power to:

(a) Declare dividends or distributions on stock;

(b) Issue stock other than as provided in Section 2-411(b) of the Corporations and Associations Article of the Annotated Code of Maryland as amended from time to time;

(c) Recommend to the shareholders any action which requires shareholder approval;

(d) Amend these By-Laws; or

(e) Approve any merger or share exchange which does not require shareholder approval.

[MGCL, Section 2-411(a)]

Section 4.03. Other Committees of the Board of Directors: To the extent provided by resolution of the Board, other committees shall have and may exercise any of the powers that may lawfully be granted to the Executive Committee. [MGCL, Section 2-411(a)]

Section 4.04. Proceedings, Quorum, and Manner of Acting: In the absence of an appropriate resolution of the Board of Directors, each committee may adopt such rules and regulations governing its proceedings, quorum, and manner of acting as it shall deem proper and desirable, provided that the quorum shall not be less than two (2) directors. In the absence of any member of any such committee, the members thereof present at any meeting, whether or not they constitute a quorum, may appoint a member of the Board of Directors to act in the place of such absent member. [MGCL, Section 2-411(c)]

Section 4.05. Other Committees: The Board of Directors may appoint other committees, each consisting of one or more persons who need not be directors. Each such committee shall have such powers and perform such duties as may be assigned to it from time to time by the Board of Directors, but shall not exercise any power which may lawfully be exercised only by the Board of Directors or a committee thereof.

ARTICLE V

OFFICERS

Section 5.01. General: The officers of the Corporation shall be a President, one or more Vice Presidents (one or more of whom may be designated Executive Vice President), a Secretary, and a Treasurer, and may include one or more Assistant

Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 5.11 hereof. The Board of Directors may elect, but shall not be required to elect, a Chairman of the Board. [MGCL, Section 2-412]

Section 5.02. Election, Term of Office and Qualifications: The officers of the Corporation (except those appointed pursuant to Section 5.11 hereof) shall be elected by the Board of Directors' at its first meeting and thereafter at each annual meeting of the Board. If any officer or officers are not elected at any such meeting, such officer or officers may be elected at any subsequent regular or special meeting of the Board. Except as provided in Sections 5.03, 5.04, and 5.05 hereof, each officer elected by the Board of Directors shall hold office until the next annual meeting of the Board of Directors and until his successor shall have been chosen and qualified. Any person may hold two (2) or more offices of the Corporation, except that neither the Chairman of the Board, nor the President, may hold the office of Vice President. A person who holds more than one office may not act in more than one (1) capacity to execute, acknowledge, or verify any instrument required by applicable law, the Articles of Incorporation, or these By-Laws to be executed, acknowledged, or verified by two (2) or more officers. The Chairman of the Board shall be selected from among the directors of the Corporation and may hold such office only so long as he continues to be a director. No other officer need be a director. [MGCL, Sections 2-412, 2-413, 2-415]

Section 5.03. Resignation: Any officer may resign his office at any time by delivering a written resignation to the Board of Directors, the President, the Secretary, or any Assistant Secretary. Unless otherwise specified therein, such resignation shall take effect upon delivery.

Section 5.04. Removal: Any officer may be removed from office by the Board of Directors whenever in the judgment of the Board of Directors the best interests of the Corporation will be served thereby. [MGCL, Section 2-413(c)]

Section 5.05. Vacancies and Newly Created Offices: If any vacancy shall occur in any office by reason of death, resignation, removal, disqualification or other cause, or if any new office shall be created, such vacancies or newly created offices may be filled by the Board of Directors at any meeting or, in the case of any office created pursuant to Section 5.11 hereof, by any officer upon whom such power shall have been conferred by the Board of Directors. [MGCL,
Section 2-413(d)]

Section 5.06. Chairman of the Board: Unless otherwise provided by resolution of the Board of Directors, the Chairman

of the Board, if there be such an officer, shall be the chief executive and operating officer of the Corporation, shall preside at all shareholders' meetings, and at all meetings of the Board of Directors. He shall be ex officio a member of all standing committees of the Board of Directors. Subject to the supervision of the Board of Directors, he shall have general charge of the business affairs, property, and operation of the Corporation and its officers, employees, and agents. He may sign (unless the President or a Vice President shall have signed) certificates representing stock of the Corporation authorized for issuance by the Board of Directors and shall have such other powers and perform such other duties as may be assigned to him from time to time by the Board of Directors.

Section 5.07. President: Unless otherwise provided by resolution of the Board of Directors, the President shall, at the request of or in the absence or disability of the Chairman of the Board, or if no Chairman of the Board has been chosen, he shall preside at all shareholders' meetings and at all meetings of the Board of Directors and shall in general exercise the powers and perform the duties of the Chairman of the Board. He may sign (unless the Chairman or a Vice President shall have signed) certificates representing stock of the Corporation authorized for issuance by the Board of Directors. Except as the Board of Directors may otherwise order, he may sign in the name and on behalf of the Corporation all deeds, bonds, contracts, or agreements. He shall exercise such other powers and perform such other duties as from time to time may be assigned to him by the Board of Directors.

Section 5.08. Vice President: The Board of Directors shall, from time to time, designate and elect one or more Vice Presidents (one or more of whom may be designated Executive Vice President) who shall have such powers and perform such duties as from time to time may be assigned to them by the Board of Directors or the President. At the request or in the absence or disability of the President, the Vice President (or, if there are two (2) or more Vice Presidents, the Vice President in order of seniority of tenure in such office or in such other order as the Board of Directors may determine) may perform all the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President may sign (unless the Chairman, the President, or another Vice President shall have signed) certificates representing stock of the Corporation authorized for issuance by the Board of Directors.

Section 5.09. Treasurer and Assistant Treasurers: The Treasurer shall be the principal financial and accounting officer of the Corporation and shall have general charge of the finances and books of account of the Corporation. Except as

otherwise provided by the Board of Directors, he shall have general supervision of the funds and property of the Corporation and of the performance by the custodian of its duties with respect thereto. He may countersign (unless an Assistant Treasurer or Secretary or Assistant Secretary shall have counter- signed) certificates representing stock of the Corporation authorized for issuance by the Board of Directors. He shall render to the Board of Directors, whenever directed by the Board, an account of the financial condition of the Corporation and of all his transactions as Treasurer; and as soon as possible after the close of each fiscal year he shall make and submit to the Board of Directors a like report for such fiscal year. He shall cause to be prepared annually a full and correct statement of the affairs of the Corporation, including a balance sheet and a financial statement of operations for the preceding fiscal year, which shall be submitted at the annual meeting of shareholders and filed within twenty (20) days thereafter at the principal office of the Corporation or, if no annual meeting is held, then within sixty
(60) days of the end of the fiscal year. He shall perform all the acts incidental to the office of the Treasurer, subject to the control of the Board of Directors. Any Assistant Treasurer may perform such duties of the Treasurer as the Treasurer or the Board of Directors may assign, and, in the absence of the Treasurer, he may perform all the duties of the Treasurer. [MGCL, Section 2-313; Investment Company Act, Section 30 and ICA Rule 30d-1]

Section 5.10. Secretary and Assistant Secretaries: The Secretary shall attend to the giving and serving of all notices of the Corporation and shall record all proceedings of the meetings of the shareholders and directors in one or more books to be kept for that purpose. He shall keep in safe custody the seal of the Corporation and shall have charge of the records of the Corporation, including the stock books and such other books and papers as the Board of Directors may direct, and such books, reports, certificates and other documents required by law to be kept, all of which shall, at all reasonable times, be open to inspection by any director. He shall countersign (unless the Treasurer, an Assistant Treasurer or an Assistant Secretary shall have countersigned) certificates representing stock of the Corporation authorized for issuance by the Board of Directors. He shall perform such other duties as appertain to his office or as may be required by the Board of Directors. Any Assistant Secretary may perform such duties of the Secretary as the Secretary or the Board of Directors may assign, and, in the absence of the Secretary, he may perform all the duties of the Secretary.

Section 5.11. Subordinate Officers: The Board of Directors from time to time may appoint such other officers or agents as it may deem advisable, each of whom shall have such title,

hold office for such period, have such authority and perform such duties as the Board of Directors may determine. The Board of Directors from time to time may delegate to one or more officers or agents the power to appoint any such subordinate officers or agents and to prescribe their respective rights, terms of office, authorities, and duties. [MGCL, Section 2-412(b)]

Section 5.12. Remuneration: The salaries or other compensation of the officers of the Corporation shall be fixed from time to time by resolution of the Board of Directors, except that the Board of Directors may by resolution delegate to any person or group of persons the power to fix the salaries or other compensation of any subordinate officers or agents appointed in accordance with the provisions of Section 5.11 hereof.

ARTICLE VI

CUSTODY OF SECURITIES AND CASH

Section 6.01. Employment of a Custodian: The Corporation shall place and at all times maintain in the custody of a Custodian (including any sub-custodian for the Custodian) all funds, securities, and similar investments owned by the Corporation. The Custodian shall be a bank having an aggregate capital, surplus, and undivided profits of not less than $10,000,000. Subject to such rules, regulations, and orders as the Securities and Exchange Commission may adopt as necessary or appropriate for the protection of investors, the Corporation's Custodian may deposit all or a part of the securities owned by the Corporation in a sub-custodian or sub-custodians situated within or without the United States. The Custodian shall be appointed and its remuneration fixed by the Board of Directors. [Investment Company Act, Section 17(f)]

Section 6.02. Central Certificate Service: Subject to such rules, regulations, and orders as the Securities and Exchange Commission may adopt as necessary or appropriate for the protection of investors, the Corporation's Custodian may deposit all or any part of the securities owned by the Corporation in a system for the central handling of securities established by a national securities exchange or national securities association registered with the Securities and Exchange Commission under the Securities Exchange Act of 1934, or such other person as may be permitted by the Securities and Exchange Commission, pursuant to which system all securities of any particular series or class of any issuer deposited within the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of such securities. [Investment Company Act, Section 17(f)]

Section 6.03. Cash Assets: The cash proceeds from the sale of securities and similar investments and other cash assets of the Corporation shall be kept in the custody of a bank or banks appointed pursuant to Section 6.01 hereof, or in accordance with such rules and regulations or orders as the Securities and Exchange Commission may from time to time prescribe for the protection of investors, except that the Corporation may maintain a checking account or accounts in a bank or banks, each having an aggregate capital, surplus, and undivided profits of not less than $10,000,000, provided that the balance of such account or the aggregate balances of such accounts shall at no time exceed the amount of the fidelity bond, maintained pursuant to the requirements of the Investment Company Act and rules and regulations thereunder, covering the officers or employees authorized to draw on such account or accounts.
[Investment Company Act, Sections 17(f) and 17(g)]

Section 6.04. Free Cash Accounts: The Corporation may, upon resolution of its Board of Directors, maintain a petty cash account free of the foregoing requirements of this Article VI in an amount not to exceed $500, provided that such account is operated under the imprest system and is maintained subject to adequate controls approved by the Board of Directors over disbursements and reimbursements including, but not limited to, fidelity bond coverage for persons having access to such funds. [Investment Company Act, Section 17(f) and ICA Rule 17f-3]

Section 6.05. Action Upon Termination of Custodian Agreement: Upon resignation of a custodian of the Corporation or inability of a custodian to continue to serve, the Board of Directors shall promptly appoint a successor custodian, but in the event that no successor custodian can be found who has the required qualifications and is willing to serve, the Board of Directors shall call as promptly as possible a special meeting of the shareholders to determine whether the Corporation shall function without a custodian or shall be liquidated. If so directed by vote of the holders of a majority of the outstanding shares of stock of the Corporation, the custodian shall deliver and pay over all property of the Corporation held by it as specified in such vote.

ARTICLE VII

EXECUTION OF INSTRUMENTS, VOTING OF SECURITIES

Section 7.01. Execution of Instruments: All deeds, documents, transfers, contracts, agreements, requisitions or orders, promissory notes, assignments, endorsements, checks and drafts for the payment of money by the Corporation, and other instruments requiring execution by the Corporation shall be signed by

the Chairman, the President, a Vice President, or the Treasurer, or as the Board of Directors may otherwise authorize, from time to time. Any such authorization may be general or confined to specific instances.

Section 7.02. Voting of Securities: Unless otherwise ordered by the Board of Directors, the Chairman, the President, or any Vice President shall have full power and authority on behalf of the Corporation to attend and to act and to vote, or in the name of the Corporation to execute proxies to vote, at any meeting of shareholders of any company in which the Corporation may hold stock. At any such meeting such officer shall possess and may exercise (in person or by proxy) any and all rights, powers, and privileges incident to the ownership of such stock. The Board of Directors may by resolution from time to time confer like powers upon any other person or persons. [MGCL, Section 2-509]

ARTICLE VIII

CAPITAL STOCK

Section 8.01. Certificate of Stock:

(a) Certificates of stock of the Corporation shall be in the form approved by the Board of Directors. Every holder of stock of the Corporation shall be entitled to have a certificate, signed in the name of the Corporation by the Chairman or the President, or any Vice President and countersigned by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, certifying the number and kind of shares owned by him in the Corporation. Such certificate may be sealed with the corporate seal of the Corporation. Such signatures may be either manual or facsimile signatures and the seal may be either facsimile or any other form of seal. [MGCL, Sections 2-210(a), 2-212]

(b) In case any officer, transfer agent, or registrar who shall have signed any such certificate, or whose facsimile signature has been placed thereon, shall cease to be such an officer, transfer agent or registrar (because of death, resignation or otherwise) before such certificate is issued, such certificate may be issued and delivered by the Corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.
[MGCL, Section 2-212(c)]

(c) The number of each certificate issued, the name of the person owning the shares represented thereby, the number of such shares, and the date of issuance shall be entered upon the stock books of the Corporation at the time of issuance.

(d) Every certificate exchanged, surrendered for redemption, or otherwise returned to the Corporation shall be marked "Cancelled" with the date of cancellation.

Section 8.02. Transfer of Capital Stock:

(a) Shares of stock of the Corporation shall be transferable only upon the books of the Corporation kept for such purpose and, if one or more certificates representing such shares have been issued, upon surrender to the Corporation or its transfer agent or agents of such certificate or certificates duly endorsed, or accompanied by appropriate evidence of assignment, transfer, succession, or authority to transfer:

(b) The Corporation shall be entitled to treat the holder of record of any share of stock as the absolute owner thereof for all purposes, and accordingly shall not be bound to recognize any legal, equitable, or other claim or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the statutes of the State of Maryland.

Section 8.03. Transfer Agents and Registrars: The Board of Directors may, from time to time, appoint or remove transfer agents and registrars of transfers of shares of stock of the Corporation, and it may appoint the same person as both transfer agent and registrar. Upon any such appointment being made all certificates representing shares of capital stock thereafter issued shall be countersigned by one of such transfer agents or by one of such registrars of transfers and shall not be valid unless so countersigned.

Section 8.04. Transfer Regulations: The shares of stock of the Corporation may be freely transferred, and the Board of Directors may, from time to time, adopt lawful rules and regulations with reference to the method of transfer of the shares of stock of the Corporation.

Section 8.05. Fixing of Record Date: The Board of Directors may fix in advance a date as a record date for the determination of the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion, or exchange of stock, or for any other proper purpose, provided that such record date shall be a date not more than ninety (90) days nor, in the case of a meeting of shareholders, less than ten (10) days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. In such case, only such share-

holders of record on the record date so fixed shall be entitled to such notice of, and to vote at, such meeting or adjournment, or to give such consent, or to receive payment of such dividend or other distribution, or to receive such allotment of rights, or to exercise such rights, or to take other action, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after any such record date. A meeting of shareholders convened on the date for which it was called may be adjourned from time to time without notice to a date not more than one hundred and twenty (120) days after the original record date. [MGCL, Section 2-511]

Section 8.06. Lost, Stolen or Destroyed Certificates: Before issuing a new certificate for stock of the Corporation alleged to have been lost, stolen, or destroyed the Board of Directors, or any officer authorized by the Board, may, in its discretion, require the owner of the lost, stolen, or destroyed certificate (or his legal representative) to give the Corporation a bond or other indemnity, in such form and in such amount as the Board or any such officer may direct and with such surety or sureties as may be satisfactory to the Board or any such officer, sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft, or destruction of any such certificate or the issuance of such new certificate. The issuance of a new certificate under such circumstances shall not constitute an overissue of the shares represented thereby. [MGCL, Section 2-213]

ARTICLE IX

FISCAL YEAR, ACCOUNTANT

Section 9.01. Fiscal Year: The fiscal year of the Corporation shall be the twelve (12) calendar months beginning on the first day of January in each year and ending on the last day of the following December, or such other period of twelve (12) calendar months as the Board of Directors may by resolution prescribe.

Section 9.02. Accountant:

(a) The Corporation shall employ an independent public accountant or firm of independent public accountants as its accountant to examine the accounts of the Corporation and to sign and certify financial statements filed by the Corporation. The accountant's certificates and reports shall be addressed both to the Board of Directors and to the shareholders.

(b) A majority of the members of the Board of Directors who are not interested persons (as such term is defined in the Investment Company Act) of the Corporation shall select the ac-

countant, by vote cast in person, at any meeting held before the first annual shareholders' meeting, and thereafter shall select the accountant annually, by vote cast in person, at a meeting held within thirty (30) days before or ninety
(90) days after the beginning of the fiscal year of the Corporation or within thirty (30) days before the annual shareholders' meeting, if any, held in that year. Such selection shall be submitted for ratification or rejection at the next succeeding annual shareholders' meeting. If the holders of a majority vote of the outstanding voting securities at such meeting reject such selection, the accountant shall be selected by majority vote of the Corporation's outstanding voting securities, either at the meeting at which the rejection occurred or at a subsequent meeting of shareholders called for that purpose. [Investment Company Act, Section 32(a) and ICA Rule 32a-3]

(c) Any vacancy occurring between annual meetings, due to the death or resignation of the accountant, may be filled by the vote of a majority of those members of the Board of Directors who are not interested persons (as so defined) of the Corporation, cast in person at a meeting called for the purpose of voting on such action.

(d) The employment of the accountant shall be conditioned upon the right of the Corporation by vote of a majority of the outstanding voting securities at any meeting called for the purpose to terminate such employment forthwith without any penalty. [Investment Company Act, Section 32(a)]

ARTICLE X

INDEMNIFICATION, ADVANCE PAYMENT OF EXPENSES AND INSURANCE

Section 10.01. Indemnification: The Corporation shall indemnify any individual ("Indemnitee") who is a present or former director, officer, employee, or agent of the Corporation, or who is or has been serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, who, by reason of his service in that capacity, was, is, or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (hereinafter collectively referred to as a "Proceeding") against any judgments, penalties, fines, settlements, and reasonable expenses (including attorneys' fees) incurred by such Indemnitee in connection with any Proceeding, to the fullest extent that such indemnification may be lawful under the Maryland General Corporation Law. Subject to any applicable limitations and requirements set forth in the Corporation's Articles of Incorporation and in these By-Laws, any payment of indemnification or advance of expenses,

as provided below, shall be made in accordance with the procedures set forth in the Maryland General Corporation Law. [MGCL, Section 2-418(b)]

Notwithstanding the foregoing, nothing herein shall protect or purport to protect any Indemnitee against any liability to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office (such conduct hereinafter referred to as "Disabling Conduct"). [Investment Company Act, Section 17(h)]

Anything in this Article X to the contrary notwithstanding, no indemnification shall be made by the Corporation to any Indemnitee unless:

(a) there is a final decision on the merits by a court or other body before whom the Proceeding was brought that the Indemnitee was not liable by reason of Disabling Conduct; or

(b) in the absence of such a decision, there is a reasonable determination, based upon a review of the facts, that the Indemnitee was not liable by reason of Disabling Conduct, which determination shall be made by:

(i) the vote of a majority of a quorum of directors who are neither "interested persons" of the Corporation as defined in Section 2(a)(19) of the Investment Company Act, nor parties to the Proceeding; or

(ii) an independent legal counsel in a written opinion.

Section 10.02. Advance Payment of Expenses: The Corporation shall pay any reasonable expenses so incurred by such Indemnitee in defending a Proceeding in advance of the final disposition thereof to the fullest extent that such advance payment may be lawful under the Maryland General Corporation Law. [MGCL,
Section 2-418(f)]

Anything in this Article X to the contrary notwithstanding, any advance of expenses by the Corporation to any Indemnitee shall be made only upon receipt of: (a) a written affirmation by the Indemnitee of his good faith belief that the requisite standard of conduct necessary for indemnification under the

Maryland General Corporation Law has been met and (b) a written undertaking by such Indemnitee to repay the advance if it is ultimately determined that such standard of conduct has not been met, and if one of the following conditions is met:

(a) the Indemnitee provides a security for his undertaking; or

(b) the Corporation shall be insured against losses arising by reason of any lawful advances; or

(c) there is a determination, based on a review of readily available facts, that there is reason to believe that the Indemnitee will ultimately be found entitled to indemnification, which determination shall be made by:

(i) a majority of a quorum of directors who are neither "interested persons" of the Corporation as defined in
Section 2(a)(19) of the Investment Company Act, nor parties to the Proceeding; or

(ii) an independent legal counsel in a written opinion.

Section 10.03. Insurance of Officers, Directors, Employees and Agents:
To the fullest extent permitted by applicable Maryland law and by Section 17(h) of the Investment Company Act, as from time to time amended, the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or who is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against him and incurred by him in or arising out of his position, whether or not the Corporation would have the power to indemnify him against such liability. [MGCL,
Section 2-418(k)]

ARTICLE XI

AMENDMENTS

Section 11.01. General: Except as provided in Section 11.02 hereof, all By-Laws of the Corporation, whether adopted by the Board of Directors or the shareholders, shall be subject to amendment, alteration, or repeal, and new By-Laws may be made,

by the affirmative vote of a majority of either:

(a) the holders of record of the outstanding shares of stock of the Corporation entitled to vote, at any annual or special meeting the notice or waiver of notice of which shall have specified or summarized the proposed amendment, alteration, repeal, or new By-Law; or

(b) the directors present at any regular or special meeting at which a quorum is present if the notice or waiver of notice thereof or material sent to the directors in connection therewith on or prior to the last date for the giving of such notice under these By-Laws shall have specified or summarized the proposed amendment, alteration, repeal, or new By-Law.

Section 11.02. By Shareholders Only:

(a) No amendment of any section of these By-Laws shall be made except by the shareholders of the Corporation if the shareholders shall have provided in the By-Laws that such section may not be amended, altered, or repealed except by the shareholders.

(b) From and after the issuance of any shares of the Corporation, no amendment of this Article XI shall be made except by the shareholders of the Corporation.

ARTICLE XII

MISCELLANEOUS

Section 12.01. Use of the Term "Annual Meeting": The use of the term "annual meeting" in these By-Laws shall not be construed as implying a requirement that a shareholder meeting be held annually.

EXHIBIT 3.(a).

NUMBER [HOMESTEAD FUNDS LOGO] SHARES

HOMESTEAD FUNDS, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
DAILY INCOME FUND

THIS CERTIFIES that is the owner of

VOID

SEE REVERSE FOR CERTAIN DEFINITIONS

FULL-PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.01 EACH OF THE
CAPITAL STOCK OF
HOMESTEAD FUNDS, INC. -- DAILY INCOME FUND

hereafter called the "Corporation", transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed.
The shares represented by this Certificate are issued and held subject to all of the restrictions, conditions and provisions set forth in the Charter of the Corporation to all of which the holder hereof agrees by the acceptance of this Certificate.
This Certificate is not valid unless countersigned by the Transfer Agent.
WITNESS the facsimile seal of the Corporation and the fascimile signatures of its duly authorized Officers. Homestead Fund, Inc. -- Daily Income Fund

                                Dated:

                [corporate seal]

    [sig]                                    [sig]
TREASURER                                PRESIDENT

            COUNTERSIGNED: STATE STREET BANK AND TRUST COMPANY
            TRANSFER AGENT (Boston, Massachusetts)
            P.O. BOX 8500, BOSTON, MA  02266-8500

            BY

            -------------------------------------------------
                                         AUTHORIZED SIGNATURE

                                                      KC 1001

NUMBER                                         SHARES
KC

ACCOUNT NO.            ALPHA CODE        DEALER NO.     CONFIRM NO.

EXHIBIT 3.(b).

NUMBER [HOMESTEAD FUNDS LOGO] SHARES

HOMESTEAD FUNDS, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
VALUE FUND

THIS CERTIFIES that is the owner of

VOID

SEE REVERSE FOR CERTAIN DEFINITIONS

FULL-PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.01 EACH OF THE
CAPITAL STOCK OF
HOMESTEAD FUNDS, INC. -- VALUE FUND

hereafter called the "Corporation", transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed.
The shares represented by this Certificate are issued and held subject to all of the restrictions, conditions and provisions set forth in the Charter of the Corporation to all of which the holder hereof agrees by the acceptance of this Certificate.
This Certificate is not valid unless countersigned by the Transfer Agent.
WITNESS the facsimile seal of the Corporation and the fascimile signatures of its duly authorized Officers. Homestead Fund, Inc. -- Value Fund

                                Dated:

                [corporate seal]

    [sig]                                    [sig]
TREASURER                                PRESIDENT

            COUNTERSIGNED: STATE STREET BANK AND TRUST COMPANY
            TRANSFER AGENT (Boston, Massachusetts)
            P.O. BOX 8500, BOSTON, MA  02266-8500

            BY

            -------------------------------------------------
                                         AUTHORIZED SIGNATURE

                                                      KC 1001

NUMBER                                         SHARES
KC

ACCOUNT NO.            ALPHA CODE        DEALER NO.     CONFIRM NO.

EXHIBIT 3.(c).

NUMBER [HOMESTEAD FUNDS LOGO] SHARES

HOMESTEAD FUNDS, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
SHORT-TERM BOND FUND

THIS CERTIFIES that is the owner of

VOID

SEE REVERSE FOR CERTAIN DEFINITIONS

FULL-PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.01 EACH OF THE
CAPITAL STOCK OF
HOMESTEAD FUNDS, INC. -- SHORT-TERM BOND FUND

hereafter called the "Corporation", transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed.
The shares represented by this Certificate are issued and held subject to all of the restrictions, conditions and provisions set forth in the Charter of the Corporation to all of which the holder hereof agrees by the acceptance of this Certificate.
This Certificate is not valid unless countersigned by the Transfer Agent.
WITNESS the facsimile seal of the Corporation and the fascimile signatures of its duly authorized Officers. Homestead Fund, Inc. -- Short-Term Bond Fund

                                Dated:

                [corporate seal]

    [sig]                                    [sig]
TREASURER                                PRESIDENT

            COUNTERSIGNED: STATE STREET BANK AND TRUST COMPANY
            TRANSFER AGENT (Boston, Massachusetts)
            P.O. BOX 8500, BOSTON, MA  02266-8500

            BY

            -------------------------------------------------
                                         AUTHORIZED SIGNATURE

                                                      KC 1006

EXHIBIT 3.(d).

NUMBER [HOMESTEAD FUNDS LOGO] SHARES

HOMESTEAD FUNDS, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
SHORT-TERM GOVERNMENT SECURITIES FUND

THIS CERTIFIES that is the owner of

VOID

SEE REVERSE FOR CERTAIN DEFINITIONS

FULL-PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.01 EACH OF THE
CAPITAL STOCK OF
HOMESTEAD FUNDS, INC. -- SHORT-TERM GOVERNMENT SECURITIES FUND

hereafter called the "Corporation", transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed.
The shares represented by this Certificate are issued and held subject to all of the restrictions, conditions and provisions set forth in the Charter of the Corporation to all of which the holder hereof agrees by the acceptance of this Certificate.
This Certificate is not valid unless countersigned by the Transfer Agent.
WITNESS the facsimile seal of the Corporation and the fascimile signatures of its duly authorized Officers.
Homestead Fund, Inc. -- Short-Term Government Securities Fund

                                Dated:

                [corporate seal]

    [sig]                                    [sig]
TREASURER                                PRESIDENT

            COUNTERSIGNED:
            TRANSFER AGENT

            BY

            -------------------------------------------------
                                         AUTHORIZED SIGNATURE

                                                      KC 1006

EXHIBIT 4.(f).

INVESTMENT MANAGEMENT AGREEMENT

Investment Management Agreement, made as of the first day of January, 2001, by and between Homestead Funds, Inc., a Maryland corporation (the "Company"), on behalf of the NASDAQ 100 Index Tracking Stock Fund (the "Fund"), and RE Advisers Corporation, a Virginia corporation (the "Investment Manager").

WHEREAS, the Company 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, the Company is a series type investment company currently consisting of six series, the Daily Income Fund, the Value Fund, the Short-Term Bond Fund, the Short-Term Government Securities Fund, the Small Company Stock Fund and the Stock Index Fund, each with its own investment program, policies, and investment objectives, and restrictions; and

WHEREAS, the Investment Manager is engaged principally in the business of rendering investment management services and registered as an investment manager under the Investment Advisers Act of 1940, as amended; and

WHEREAS, the Company retained the Investment Manager pursuant to an Investment Management Agreement initially dated as of September 17, 1990 and desires to continue to retain the Investment Manager to render investment management services (i.e., investment advisory and administrative services) to it on behalf of the Fund in the manner and on the terms and conditions hereinafter set forth;

NOW THEREFORE, the parties hereto agree as follows:

1. Duties and Responsibilities of the Investment Manager.

1.1 Investment Advisory Services. The Investment Manager shall act as the investment manager to the Fund and shall, subject to the supervision of the Company's Board of Directors, provide the following investment advisory services: (i) formulate and implement a continuing program for the management of the assets and resources of the Fund in a manner consistent with the Fund's investment objectives, investment program, policies and restrictions, that may be amended and updated, from time to time, to reflect changes in financial and economic conditions; (ii) make all determinations with respect to the investment of the Fund's assets in accordance with applicable law and the Fund's investment objectives, investment program, policies, and restrictions as provided in the Company's Prospectus and Statement of Additional Information, as amended from time to

time, provisions of the Internal Revenue Code of 1986, as amended, relating to regulated investment companies, and such other limitations as the Board of Directors of the Company may impose by notice in writing to the Investment Manager; (iii) make all determinations as to the purchase and sale of portfolio securities, including advising the Board of Directors as to certain matters involving the Fund's portfolio securities that are not in the nature of investment decisions; (iv) obtain and evaluate such business and financial information relating to the economy, industries, businesses, securities markets, and securities as it may deem necessary or useful in discharging its responsibilities under this Agreement; (v) furnish the Board of Directors with periodic reports concerning the Investment Manager's economic outlook and investment strategy, as well as information concerning the Fund's portfolio activity and investment performance; (vi) determine the creditworthiness of the issuers, obligors, or guarantors of money market and debt securities utilized by the Fund; and (vii) evaluate the creditworthiness of any entities with which the Fund proposes to engage in repurchase transactions. In furtherance of this duty, the Investment Manager, as agent and attorney-in-fact with respect to the Fund, is authorized, in its discretion and without prior consultation with the Fund and the Board of Directors of the Company to buy, sell, exchange, convert for the Fund's use, and otherwise trade in any money market instruments' bonds, and other securities or assets, and to select the broker-dealers, underwriters or issuers to be used and to place orders and negotiate commissions (if any) for the execution of transactions in securities with or through such broker-dealers, underwriters, or issuers.

1.2 Administrative services. In addition to investment advisory services set forth above in 1.1, the Investment Manager shall oversee the administration of all aspects of the Company's business and affairs with respect to the Fund and shall provide certain services required for effective administration of the Company with respect to the Fund, in connection therewith, the Investment Manager shall:

1.2.1 Office and Other Facilities. Furnish, without cost to the company, or provide and pay the cost of, such office facilities, furnishings, and office equipment as are adequate for the Company's needs.

1.2.2 Personnel. Provide, without additional remuneration from or other cost to the Company, the services of individuals competent to perform all of the Company's executive, administrative, compliance, and clerical functions that are not performed by or through employees or other persons or agents engaged by the Company (including, e.g., the custodian, accounting services agent, transfer agent, dividend disbursing agent and shareholder servicing agent).

1.2.3 Agents. Assist the Company in selecting, coordinating the activities of, supervising, and acting as liaison with any other persons and agents engaged by the Company, including the Company's custodian, accounting services agent, transfer agent, dividend disbursing agent, shareholder servicing agent, independent accountants, and independent legal-counsel. The Investment Manager shall also monitor the functions of such persons and agents, including, in particular, the accounting services agent in its evaluation of the Fund's portfolio securities.

1.2.4 Directors and Officers. Authorize and permit the Investment Manager's directors, officers and employees who may be elected or appointed as directors or officers of the Company to serve in such capacities, without remuneration from or additional cost to the Company.

1.2.5 Books and Records. Ensure that all financial, accounting, corporate, and other records required to be maintained and preserved by the Company or on its behalf will be maintained in accordance with applicable laws and regulations and that the Company's corporate existence will be maintained.

1.2.6 Reports to the Company. Furnish to or place at the disposal of the Company such information, reports, evaluations, analyses, and opinions relating to its administrative functions as the Company may, at any time or from time to time, reasonably request or as the Investment Manager may deem helpful to the Company.

1.2.7 Reports and Filings. Assist in the development and preparation of all reports and communications by the Company to the Fund's shareholders and all reports and filings necessary to maintain the registrations and qualifications of the Company's shares under federal and state law.

2. Allocation of Expenses

2.1 Expenses Paid by Investment Manager.

2.1.1 Salaries and Fees of Directors and Officers. As between the Fund and the Investment Manager, the Investment Manager shall pay all salaries, expenses and fees, if any of the directors, officers or employees of the Investment Manager who are directors, officers or employees of the Company. The Investment Manager has obtained such personnel through an agreement with National Rural Electric Cooperative Association, which has primary responsibility for the salaries, expenses and fees of persons provided to serve as directors, officers and employees of the Investment Manager.

2.1.2 Waiver or Assumption and Reimbursement of the Company's Expenses by Investment Manager. The Waiver of assumption and reimbursement by the Investment Manager of any expense of the Company that the Investment Manager is not required by this Agreement to waive, or assume and reimburse, shall not obligate the Investment Manager to waive, or assume or reimburse, the same or any similar expense of the Company on any subsequent occasion, unless so required pursuant to a separate agreement between the Company and the Investment Manager.

2.1.3 Organizational Expenses. The Investment Manager shall pay or assume all organizational expenses of the Company.

2.2 Expenses paid by the Company. The Company, with respect to the Fund, shall bear all expenses of its operations and business not specifically waived, assumed or agreed to be paid by the Investment Manager as provided in this Agreement or any other agreement between the Company and the Investment Manager. In particular, the expenses hereby allocated to the Company, with respect to the Fund, include, but are not limited to:

2.2.1 Custody and Accounting services. All fees and expenses of depositories, custodians, accounting service agents, and other agents for the transfer, receipt, safekeeping, servicing of and accounting for the Fund's cash, securities, and other property, including, among other things, fees and expenses for the calculation of standardized effective and compound yield quotations for the Fund, maintenance of ledgers, position and income reports, and settlement of fund purchases and sales.

2.2.2 Transfer Agency, shareholder servicing, and Dividend Disbursement. All costs of establishing maintaining, and servicing accounts of shareholders of the Fund, including the Fund's proportionate share of all fees and expenses of the Company's transfer agent, shareholder services agent, dividend disbursing agent and any other agents engaged by the Company to service such Fund accounts. In addition, the company shall reimburse the Investment Manager and charge to the Fund the Fund's proportionate share of all expenses incurred by the Investment Manager in responding to telephonic and written inquiries from, and in mailing information to Fund shareholders and others who may request information on behalf of Fund shareholders, regarding matters such as shareholder account or transaction status, net asset value of Fund shares, Fund performance, and general information about the Fund.

2.2.3 Shareholder Reports. All costs of preparing, setting in type, printing, and distributing reports and other communications to shareholders

of the Fund.

2.2.4 Prospectuses. All cost of preparing, setting in type, printing and mailing to shareholders of the Fund annual or more frequent revisions of the Company's Prospectus and Statement of Additional Information and any supplements thereto.

2.2.5 Shareholder Meetings. All costs incidental to holding meetings of shareholders of the Fund, including the printing of notices and proxy materials, and proxy solicitations therefor.

2.2.6 Pricing and Portfolio Valuation. All costs of daily valuation of the individual portfolio securities of the Fund and daily computation of the net asset value per share of the Fund, including (i) a proportionate share of the cost of any equipment obtained by the Company, the Investment Manager or agents of the Company or a proportionate share of the cost of any equipment currently owned by the Investment Manager that will be used to price the Fund's shares or value the Fund's assets, or (ii) the cost of the services of any agents engaged by the Company for the purpose of pricing Fund shares or valuing the assets of the Fund.

2.2.7 Communications. All charges for equipment or services used for communications between the Investment Manager or the Company and the custodian, accounting services agent, transfer agent, shareholder servicing agent, dividend disbursing agent, or any other agent engaged by the Company to provide services to the Fund.

2.2.8 Independent Legal and Accounting Fees. The Fund's proportionate share of all charges for services and expenses of the Company's independent legal counsel and independent accountants.

2.2.9 Directors' Fees and Expenses. The Fund's proportionate share of all compensation of directors (other than those directors affiliated with the Investment Manager), all expenses incurred in connection with their services as directors, and all expenses of meetings of the Board of Directors and committees of the Board of Directors.

2.2.10 Federal Registration Fees. The Fund's proportionate share of all fees and expenses of maintaining the registration of the Company under the 1940 Act and maintaining the registration of the Fund's shares or registering additional shares of the Fund under the Securities Act of 1933, as amended (the "1933 Act"), including all fees and expenses incurred in connection with the preparation, setting in type, printing, and filing of any post-effective amendments or supplements to the Registration Statement,

Prospectus, and Statement of Additional Information for the Company under the 1933 Act or the 1940 Act that may be prepared from time to time.

2.2.11 State Registration Fees. The Funds proportionate share of all fees and expenses of maintaining the registration and qualification of the Company and of the Fund's shares for sale under the securities laws of various states and jurisdictions and registering and qualifying additional shares of the Fund, and of maintaining the registration and qualification of the Company under all other laws applicable to the Company or its business activities.

2.2.12 Issue, Redemption and Transfer of the Fund's Shares. All expenses incurred in connection with the issue, redemption, and transfer of the Fund's shares, including the expenses of confirming all share transactions and of transmitting share certificates for the Fund.

2.2.13 Bonding and Insurance. All expenses of bond, liability, and other insurance coverage required by law or regulation or deemed advisable by the Board of Directors of the Company, including, without limitation, such bond, liability and other insurance expense that may from time to time be allocated to the Fund in a manner approved by its Board of Directors.

2.2.14 Brokerage Commissions. All brokers' commissions, if any, and other charges incident to the purchase or sale of the Fund's portfolio securities.

2.2.15 Taxes. The fund's proportionate share of all taxes or governmental fees payable to federal, state or other governmental agencies, domestic or foreign, including issue, stamp, or transfer taxes.

2.2.16 Trade Association Fees. The Fund's proportionate share of all fees, dues and other expenses incurred in connection with the Company's trade association or other membership in any investment organization.

2.2.17 Nonrecurring and Extraordinary Expenses. The Fund's proportionate share of such nonrecurring and extraordinary expenses as may arise, including the costs of actions, suits, or proceedings to which the Company is a party and the expenses the Company may incur as a result of its legal obligation to provide indemnification to its officers, directors, employees, and agents.

3. Management Fees.

3.1 Compensation. The Company, with respect to the Fund,

shall pay the Investment Manager as compensation for all services rendered, facilities provided and expenses waived or assumed and reimbursed by the Investment Manager, investment management fees computed as follows, based on the value of the average daily net assets of the Fund:

3.1.1 Rate. The fees with respect to the Fund shall be at the following annualized rates: 0.25% of average daily net assets.

3.1.2 Method of Computation. The fee shall accrue each calendar day and the sum of the daily fee accruals for the Fund shall be paid monthly to the Investment Manager 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 applicable annual rates for the Fund, described in subparagraph 3.1.1, above, and multiplying the product by the net assets of the Fund as determined in accordance with the Company's Prospectus as of the close of business on the previous business day on which the Company was open for business.

3.1.3 Proration of Fee. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination occurs.

4. Brokerage. Subject to seeking best execution, and subject to any policies or procedures as then approved by the Company's Board of Directors, the Investment Manager, in carrying out its duties under Paragraph 1.1, may cause the Fund to pay a broker-dealer which furnishes brokerage and research services (as such services are defined under Section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Acted")) a higher commission than that which might be charged by another broker-dealer which does not furnish brokerage and research services or which furnished brokerage and research services deemed to be of lesser value, if the Investment Manager determines in good faith that the amount of such commission is reasonable in relation to the value of the brokerage and research services provided by the broker-clearer viewed in terms of either that particular transaction or the overall responsibilities of the Investment Manager with respect to the other accounts, if any, as to which it exercises investment discretion (as such term is defined under Section 3(a)(35) of the 1934 Act).

5. Investment Manager's Use of the Services of Others. The Investment Manager may at its own cost (except as contemplated by Paragraph 4 of this Agreement) employ, retain or otherwise avail itself of the services or facilities of

other persons or organizations for the purpose of providing the Investment Manager or the Company with (i) such statistical and other factual information;
(ii) such advice regarding economic factors and trends; (iii) such advice as to occasional transactions in specific securities; (iv) or such other information, advice or assistance as the Investment Manager may deem necessary, appropriate or convenient for the discharge of its obligations hereunder or otherwise helpful to the Company or the Fund, or in the discharge of the Investment Manager's overall responsibilities with respect to the other accounts which it serves as an investment manager.

6. Ownership of Records. All records required to be maintained and preserved by the Company, with respect to the Fund, pursuant to the provisions of rules or regulations of the Securities and Exchange Commission under Section 31(a) of the 1940 Act and maintained and preserved by the Investment Manager on behalf of the Company, with respect to the Fund, are the property of the Company and shall be surrendered by the Investment Manager promptly on request by the Company.

7. Reports to Investment Manager. The Company shall furnish or otherwise make available to the Investment Manager such Prospectuses, Statements of Additional Information, financial statements, proxy statements, reports, and other information relating to the business and affairs of the Company, with respect to the Fund, as the Investment Manager may, at any time or from time to time, reasonably require in order to discharge its obligations under this Agreement.

8. Services to Other Clients. Nothing herein contained shall limit the freedom of the Investment Manager or any affiliated person of the Investment Manager to render investment supervisory and corporate administrative services to other investment companies, to act as investment counselor to other persons, firms or corporations, or to engage in other business activities; however, so long as this Agreement or any extension, renewal or amendment hereof shall remain in effect or until the Investment Manager shall otherwise consent, the Investment Manager shall be the only investment manager to the Company.

9. Limitation of Liability of Investment Manager. Neither the Investment Manager nor any of its officers, directors, or employees, nor any persons performing executive, administrative, trading, or other functions for the Company, with respect to the Fund or the Investment Manager (at the direction or request of the Investment Manager) in connection with the Investment Manager's discharge of its obligations undertaken or reasonably assumed with respect to this Agreement, shall be liable for any error of judgment or mistake of law or for any loss suffered by the Company, with

respect to the 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 or their duties on behalf of the Company or from reckless disregard by the Investment Manger or any such persons of the duties of the Investment Manager under this Agreement.

10. Term of Agreement. This Agreement shall have a term of 12 months beginning on the first day of the month following the affirmative vote of a majority of the outstanding voting securities of the Fund approving this Agreement. This Agreement shall thereafter continue from year to year, but only so long as such continuance is specifically approved at least annually by the Board of Directors of the Company or by vote of a majority of the outstanding voting securities of the Fund in accordance with the requirements of the 1940 Act, and in either event by the vote of a majority of the Board of Directors of the Company who are not "interested persons" (as defined in the 1940 Act and rules thereunder) of any such party, cast, in person, at a meeting called for the purpose of voting on such approval.

Any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act and rules thereunder) of the Fund shall be effective to approve or continue this Agreement with respect to the Fund, notwithstanding (i) that a comparable agreement has not been approved by the holders of a majority of the outstanding shares of any other series of the Company and (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Company, unless such approval shall be required by any other applicable law or otherwise. The Investment Manager shall furnish to the Company, promptly upon its request, such information as may be reasonably necessary to evaluate the terms of this Agreement or any extension, renewal or amendment thereof.

11. Amendment and Assignment of Agreement. This Agreement may not be amended without the affirmative vote of a majority of the outstanding voting securities of the Fund, and this Agreement shall automatically and immediately terminate in the event of its assignment.

12. Termination of Agreement. This Agreement maybe terminated by either party hereto, without the payment of any penalty, upon 60 days prior notice in writing to the other party; provided, that in the case of termination by the Company such action shall have been authorized by resolution of a majority of the Board of Directors of the Company who are not parties to this Agreement or interested persons of any such party, or by vote of a majority of the outstanding voting securities of the Fund.

13. Miscellaneous.

13.1 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.

13.2 Interpretation. Nothing herein contained shall be deemed to require the Company 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 Company.

13.3 Definitions. Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such term or provision of the 1940 Act and to interpretations thereof, if any, by the United States courts or, in the absence of any controlling decision of any such court, by rules, regulations or orders of the Securities and Exchange Commission validly issued pursuant to the 1940 Act. Specifically, the terms "vote of a majority of the outstanding voting securities", "interested person", "assignment", and "affiliated person" shall have the meanings assigned to them by Section 2(a) of the 1940 Act. In addition, where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is relaxed by a rule, regulation or order of the Securities and Exchange Commission, whether of special or of general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order.

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 NASDAQ 100 Index
                                             Tracking Stock Fund



/s/ PETER R. MORRIS                          By: /s/ WILLIAM P. MCKEITHAN
----------------------------                    --------------------------------
Peter R. Morris, Secretary                          William P. McKeithan, Vice-
                                                            President

                                                                         Page 11


ATTEST:                                      RE ADVISERS CORPORATION



/s/ PETER R. MORRIS                          By: /s/ DAVID METZ
----------------------------                    --------------------------------
Peter R. Morris, Secretary                          David Metz, President

EXHIBIT 4.(g).

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"), Equity 500 Index Portfolio, a New York business trust (the "Portfolio"), RE Investment, a corporation organized under the laws of the State of Virginia, and Deutsche Asset Management, Inc., a Delaware corporation ("DeAM, Inc."), with respect to the proposed investment by the Fund in the Portfolio. THIS AGREEMENT is made and entered into as of April 27, 2001, amending and restating a prior agreement dated October 28, 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, DeAM, Inc. currently serves as the investment adviser of the Portfolio;

WHEREAS, RE Investment currently serves as the principal underwriter of the Company and the 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 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 (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.

(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 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.

                            -2-

(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 $2 million 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.

(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 the Fund shares
         contemplated by this Agreement shall be effected in
         accordance with the Fund's then-current prospectus.

         (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

                                     -3-

                  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
                  December 31.

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

         (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 $10 million 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").

3.3     DEAM, INC.

                  DeAM, Inc. represents and warrants to the Company and RE

Advisers that:

(a)               Organization. DeAM, Inc. is a Delaware corporation
         duly organized, validly existing and in good standing under
         the laws of the State of Delaware 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 DeAM, Inc. has been duly
         authorized by all necessary action on the part of DeAM, Inc.
         and no other action or proceeding is necessary for the
         execution and delivery of this Agreement by DeAM, Inc.. This
         Agreement has been duly executed and delivered by DeAM, Inc.
         and constitutes a legal, valid and binding obligation of
         DeAM, Inc. and would not involve a breach of the license
         agreement dated as of July 14, 1992 between Standard &
         Poor's Corporation and Bankers Trust Company, an affiliate
         of DeAM, Inc.

(c)      Advisers Act.  DeAM, Inc. is a registered investment adviser
         under the Investment Advisers Act of 1940, as amended (the
         "Advisers Act").

3.4 RE ADVISERS AND RE INVESTMENT

(a) RE Advisers represents and warrants to the Portfolio and DeAM, Inc. 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 DeAM, Inc. 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 by 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.

(a)               Advance Review of Certain Documents. The Company
         will furnish the Portfolio and DeAM, Inc., 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 DeAM, Inc. 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 DeAM, Inc.. The Company agrees that it will
         include in all such Fund documents any disclosures that may
         be required by law, and it will include in all such Fund
         documents any material comments reasonably made by DeAM,
         Inc. or the Portfolio. The Portfolio and DeAM, Inc. 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 DeAM, Inc. or the
         Portfolio.  The Company will not make any other written or
         oral representation about the Portfolio or DeAM, Inc.
         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.

(c)               Investment Securities. The Fund will own no
         investment security other than its Interest in 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
         DeAM, Inc., DeAM, Inc. shall bear the costs and expenses in
         calling and holding such meetings, including, but not
         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 $2 million. At least once each calendar
         year, the

                            -6-

         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.

(a)            With respect to those matters listed in subparagraphs
         (i) through (vii) below, RE Advisers will indemnify and hold
         harmless the Portfolio, DeAM, Inc. and their respective
         trustees, directors, officers and employees and each other
         person who controls the Portfolio or DeAM, Inc., 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 arises out of, is based
         upon or results from:

         (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 DeAM,
               Inc.;

         (ii)  the Fund having caused the Portfolio to be an
               association taxable as a corporation rather than a
               partnership; or

         (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 DeAM, Inc. or included in Fund advertising or sales
               literature at the request of the Portfolio or DeAM,
               Inc. 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

                            -7-

               was committed against the Company, the Portfolio,
               DeAM, Inc. or any third party;

         (vi)  any claim that the use of the names "Standard of
               Poor's," "S&P," "Standard of Poor's 500," "S&P 500" or
               "500" by the Company violates any license or infringes
               upon any trademark; or

         (vii) 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 DeAM, Inc., 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 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 (v) below, RE Investment will indemnify and hold harmless the Portfolio, DeAM, Inc. and their respective trustees, directors, officers and employees and each other person who controls the Portfolio or DeAM, Inc., 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 arises out of, is based upon or results from:

(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 DeAM, Inc. or included in Fund advertising or sales literature at the request of the Portfolio or DeAM, Inc. 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, DeAM, Inc. Trust or any third party; or

(iv) any claim that the use of the names "Standard of Poor's," "S&P," "Standard of Poor's 500," "S&P 500" or "500" by the Company violates any license or infringes upon any trademark; or

(v) 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 DeAM, Inc., 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.

(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.

(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 $10
         million. At least once each calendar year, the Portfolio
         shall review its insurance coverage, and shall increase its
         coverage, as it deems appropriate.

(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.

(a)             With respect to those matters listed in subparagraphs
          (i) through (ix) below, DeAM, Inc. 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 DeAM, Inc. elects to assume the defense pursuant to
          paragraph (b), DeAM, Inc. 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 arises out of,
          is based upon or results from:

          (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, DeAM, Inc. or any
                party retained for that purpose);

          (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 DeAM, Inc. to be materially accurate when
               made, any material breach of any representation or
               warranty made by the Portfolio or DeAM, Inc., or the
               failure of the Portfolio or DeAM, Inc. 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, DeAM,
               Inc. or any director, trustee, officer, employee or
               agent of the Portfolio or adviser, whether such

                             -11-

                 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 claim that the use of the names "Standard of
                 Poor's," "S&P," "Standard of Poor's 500" or " S&P
                 500" or "500" by the Portfolio violates any license
                 or infringes upon any trademark; or

          (ix)   any liability of the Portfolio for which the Fund is
                 also liable and for which the Portfolio or DeAM, Inc.
                 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 DeAM, Inc.
                 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 DeAM, Inc. 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
                 DeAM, Inc. 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 DeAM, Inc. from
                 any liability that it may have to any Covered Person
                 otherwise than on account of the indemnification
                 contained in this paragraph.

 (b)               DeAM, Inc. 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 DeAM, Inc. elects to assume the defense, such
          defense shall be conducted by counsel chosen by DeAM, Inc..
          In the event DeAM, Inc. 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) DeAM, Inc. shall have
          specifically authorized the retaining of such counsel or
          (ii) the parties to such suit include any Covered Person and
          DeAM, Inc., 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 DeAM, Inc., in
          which case DeAM, Inc. shall not be entitled to assume the
          defense of such suit notwithstanding the obligation to bear
          the fees and expenses of such counsel. DeAM, Inc. shall not
          be liable to indemnify any Covered Person for any settlement
          of any such claim effected without DeAM, Inc.'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. 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.

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

(c) the following further conditions that shall be fulfilled on or before each Closing.

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 INVESTMENT OBJECTIVE/RESTRICTIONS

The Fund shall have the same investment objective and substantively the same investment restrictions as the Portfolio.

(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.

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 DeAM, Inc..

(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 DeAM, Inc. 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 DeAM, Inc. 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.

(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

(c) waive compliance with any of the agreements or conditions contained herein.

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.

If to the Portfolio or DeAM, Inc.:

Mutual Fund Services
Deutsche Asset Management.
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.

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.

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

Name: Peter R. Morris
Title: Director, Vice President and Director of Investments

RE INVESTMENT CORPORATION

Name: Peter R. Morris
Title: Director, Secretary and Treasurer

HOMESTEAD FUNDS, INC., on behalf of itself and the Stock Index Fund, a series thereof

By:  /s/ Peter R. Morris
    ------------------------

Name: Peter R. Morris
Title: Director, Secretary and Treasurer

EQUITY 500 INDEX PORTFOLIO

Name: Daniel O. Hirsch
Title: Secretary

DEUTSCHE ASSET MANAGEMENT, INC.

Name: Richard T. Hale
Title: Vice President

EXHIBIT 4.(h).

MASTER FEEDER PARTICIPATION AGREEMENT

BETWEEN

HOMESTEAD FUNDS, INC.

AND

STATE STREET MASTER FUNDS

DATED AS OF

JANUARY 1, 2001

AGREEMENT

THIS AGREEMENT is made and entered into as of the first day of January, 2001, by and between Homestead Funds, Inc. (the "Company"), on behalf of its International Stock Index Fund (the "Fund") and State Street Master Funds, a trust organized under the common law of the Commonwealth of Massachusetts, on behalf of its State Street MSCI EAFE Index Portfolio (the "Portfolio").

WITNESSETH

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

WHEREAS, the Fund desires to invest all of the its 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;

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:

I
THE INVESTMENT

1.1 The Fund will invest all of its investable assets in the Portfolio and, in exchange therefor, the Portfolio agrees to issue to the Fund a beneficial interest in the Portfolio equal in value to the net value of the assets of the Fund conveyed to the Portfolio (the "Account"). The Fund may add to or reduce its investment in the Portfolio in the manner described in the Portfolio's registration statement on Form N-1A, as it may be amended from time to time (the "Portfolio's N-1A"). The Fund's aggregate interest in the Portfolio would then be recomputed in accordance with the method described in the Portfolio's N-1A.

1.2 On each date of Investment, the Fund shall authorize the Fund's custodian to deliver all of the assets held by such custodian to the Portfolio's custodian. The Portfolio's custodian shall acknowledge its acceptance of the assets. In addition, each party shall deliver to the other such bills of sale, checks, assignments, securities instruments, receipts or other documents as such other party or its counsel may reasonably request.

II
REPRESENTATIONS AND WARRANTIES

2.1 The Fund represents and warrants to the Portfolio (which representations and warranties shall be deemed made at and as of this date and at and as of all times when this Agreement is in effect) that:

(a) The Fund is a series of Homestead Funds, Inc., which is a corporation duly organized and validly existing under the laws of the State of Maryland, 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) The execution and delivery of this Agreement by the Fund and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Fund by its Board of Directors and no other action or proceeding is necessary for the execution and delivery of this Agreement by the Fund, the performance by the Fund of its obligations hereunder and the consummation by the Fund of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Fund and constitutes a legal, valid and binding obligation of the Fund, enforceable against it in accordance with its terms.

(c) The Fund is not 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.

(d) The fiscal year end for the Fund is December 31.

(e) The Fund 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") or the Investment Company Act of 1940 (the "1940 Act" and, together with the 1933 Act and the 1934 Act, 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 Securities and Exchange Commission (the "SEC") thereunder, and did not at the time of their filing 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.

(f) The Fund has 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. The Fund is and will at all times when it owns or purchases interests in the Portfolio be registered as an open-end investment company under the Investment Company Act of 1940, as amended.

(g) The Fund understands and agrees that the interests in the Portfolio (the "Interests") have not been registered and will not be registered under the 1933 Act or any state securities law, and that the Interests offered and the offering of the Interests have not been approved, disapproved, or passed on by any federal or state regulatory agency or commission, securities or commodities exchange, or other self-regulatory organization. The sale of interests is being made privately by the Portfolio pursuant to the private placement exemption from registration provided by
Section 4(2) of the 1933 Act.

(h) The Fund acknowledges that it has received copies of the Offering Memorandum of the Portfolio (the "Memorandum") and of the Portfolio's

Declaration of Trust and By-Laws. The Fund has read, understands, and is fully familiar with each of those documents and has received adequate information concerning all matters that the Fund considers material to a decision to purchase the interests.

(i) The Interests subscribed for will be acquired solely by and for the account of the Fund, solely for investment, and are not being purchased for resale or distribution. The Fund has no existing or contemplated agreement or arrangement with any person to sell, exchange, transfer, assign, pledge, or otherwise dispose of the interests. The Fund acknowledges and agrees that the interests are non-transferable.

(j) The Fund has relied solely upon the Memorandum, the advice of its tax or other advisers, and independent investigations made by the Fund in purchasing the Interests. No representations or agreements other than those set forth in the Memorandum have been made to the Fund by the Portfolio.

(k) The Fund agrees to notify the Trust promptly if there is any change with respect to any of the information, representations, or warranties contained herein and to provide such further information as the Trust may reasonably request.

2.2 The Portfolio represents and warrants to the Fund that:

(a) The Portfolio is a series of the State Street Master Funds, a trust duly organized and validly existing under the Commonwealth of Massachusetts, 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) 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) The issuance by the Portfolio of the Interests 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 Interests will be validly issued, fully paid and non-assessable by the Portfolio.

(d) The Portfolio is not under the jurisdiction of a court in a proceeding under Title II of the Bankruptcy Code or similar case within the meaning of Section 368(a)(3)(A) of the Bankruptcy Code.

(e) The fiscal year end of the Portfolio is December 31.

(f) 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. 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.

(g) 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.

III
COVENANTS

3.1 The Fund covenants that:

(a) The Fund will own no investment security other than its Account in the Portfolio for all periods during which this Agreement is in effect.

(b) If requested to vote on matters pertaining to the Portfolio, the Fund will (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 Interests proportionally as instructed by Fund shareholders, and
(iii) vote the Fund's Interests 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 Fund will hold each such meeting of Fund shareholders in accordance with a timetable reasonably established by the Portfolio.

(c) The Fund will furnish the Portfolio, at least five (5) business days prior to filing or first use, as the case may be, with drafts of amendments to its registration statement on Form N-1A and prospectus supplements or amendments relating to the Fund. The Fund will furnish the Portfolio with any proposed advertising or sales literature relating to the Fund at least three (3) business days prior to filing or first use; provided, however, that such advance notice shall not be required for advertising or sales literature that merely references the name of the Fund. The Fund agrees that it will include in all such Fund documents any disclosures that may be required by law and it will include in all such Fund documents any material comments reasonably made by the Portfolio and its counsel. The Portfolio will, however, in no way be liable for any errors or omissions in such documents, whether or not it makes any objection thereto, except to the extent such errors or omissions result from information provided in writing by the Portfolio. The Fund will not make any other written or oral representation about the Portfolio without its prior written consent.

3.2 Indemnification by Fund.

(a) Fund will indemnify and hold harmless the Portfolio, and the Company and its respective trustees, directors, officers and employees and each other person who controls the Portfolio, 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 (each, a "Liability" and collectively, the "Liabilities") (including the reasonable cost of investigating and defending against any claims therefor and any counsel fees incurred in connection therewith), joint or several, which

(i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement, any prospectus, or any amendment thereof or supplement thereto, or any advertisement or sales literature, or any other document or publication filed, created, or published or otherwise disseminated by the Fund, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or

necessary to make the statements therein not misleading; provided, however, that the Fund will not be liable in any such case to the extent that such Liability arises out of or is based upon any untrue statement or omission in or from any thereof in reliance upon and in conformity with written information furnished to the Fund by the Portfolio specifically for use therein;

(ii) result from the failure of any representation or warranty made by the Fund to be accurate when made or the failure of the Fund to perform any covenant contained herein or to otherwise comply with the terms of this Agreement; or

(iii) arise out of any failure of the Fund or any director, officer, employee or agent of Fund, to comply with any applicable law;

provided, however, that in no case shall the Fund be liable with respect to any claim made against any Covered Person unless the party shall have notified the Fund 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 Adviser, the Portfolio or a Covered Person. Failure to notify the Fund of such claim shall not relieve it from any liability that it may have to any party otherwise than on account of the indemnification contained in this Section.

(b) The Fund 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, but, if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund and reasonably acceptable to the Portfolio. In the event the Fund 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) the Fund shall have specifically authorized the retaining of such counsel or (B) the parties to such suit include any Covered Person and the Fund, and any such Covered Person has been advised by counsel that one or more legal defenses may be available to it that may not be available to the Fund, in which case the Fund shall not be entitled to assume the defense of such suit notwithstanding its obligation to bear the fees and expenses of such counsel. The Fund shall not be liable to indemnify any Covered Person for any settlement of any claim effected without the Fund's written consent, which consent shall not be unreasonably withheld or delayed. The indemnities set forth in paragraph (a) will be in addition to any liability that the Fund might otherwise have to a Covered Person.

3.3 Indemnification by the Portfolio.

(a) The Portfolio will indemnify and hold harmless the Fund and the Trust and its respective trustees, officers and employees and each other person who controls the Fund, 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 (each, a "Liability" and collectively, the "Liabilities") (including the reasonable costs of investigating and defending against any claims therefor and any counsel fees incurred in connection therewith), joint or several, whether incurred directly by the Fund or through the Fund's Investment in the Portfolio, which

(i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Portfolio's N-1A, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Portfolio will not be liable in any such case to the extent that any such Liability arises out of or is based upon any untrue statement or omission in or from the Portfolio's N-1A in reliance upon and in conformity with written information

furnished to the Portfolio by the Fund specifically for use therein (for this purpose, information of any kind contained in any filing by the Fund with the Securities and Exchange Commission being deemed to have been so furnished to the Portfolio);

(ii) arise out of or are based upon a materially inaccurate calculation of the Portfolio's net asset value (whether by the Portfolio or any party retained for that purpose);

(iii) result from the failure of any representation or warranty made by the Portfolio to be accurate when made or the failure of the Portfolio to perform any covenant contained herein or to otherwise comply with the terms of this Agreement; or

(iv) arise out of any claim that the use of the names "Standard & Poor's," "S&P," "Standard & Poor's 500," "S&P 500" or 500" by the Portfolio violates any license or infringes upon any trademark;

provided, however, that in no case shall the Portfolio be liable with respect to any claim made against any such Covered Person unless such Covered Person shall have notified the Portfolio 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 Fund or a Covered Person. Failure to notify the Portfolio of such claim shall not relieve it from any liability that it may have to any Covered Person otherwise than on account of the indemnification contained in this paragraph.

(b) The Portfolio 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, but, if the Portfolio elects to assume the defense, such defense shall be conducted by counsel chosen by the Portfolio. In the event that the Portfolio 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) the Portfolio shall have specifically authorized the retaining of such counsel or (B) the parties to such suit include any Covered Person and the Portfolio, and any such Covered Person has been advised by counsel that one or more legal defenses may be available to it that may not be available to the Portfolio, in which case the Portfolio shall not be entitled to assume the defense of such suit notwithstanding its obligation to bear the fees and expenses of such counsel. The Portfolio shall not be liable to indemnify any Covered Person for any settlement of any claim affected without the Portfolio's written consent, which 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.

3.4 Allocation of Losses.

(a) If the indemnification provided for in Section 3.2 or
Section 3.3 is for any reason unavailable to or insufficient to hold harmless a Covered Person in respect of any losses, claims, demands, damages, liabilities, or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such any losses, claims, demands, damages, liabilities, or expenses incurred by such Covered Person in such proportion as is appropriate to reflect the relative fault of the Fund and the Portfolio in connection with the statements or omissions or other action or failure to act which resulted in such losses, liabilities, claims, damages, or expenses, as well as any other relevant equitable considerations.

(b) In the case of any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, the relative fault of the Fund and the Portfolio shall be determined by reference to, among other things, whether any such untrue statement or alleged untrue statement or omission or alleged omission related to information supplied by the Fund or the Portfolio and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.

(c) The Fund and the Portfolio agree that it would not be just and equitable if contribution pursuant to this Section 3.4 were determined by any method of allocation which does not take account of the equitable considerations referred to above in this Section 3.4. The aggregate amount of losses, claims, demands, damages, liabilities, and expenses incurred by a Covered Person and referred to above in this Section 3.4 shall be deemed to include any legal or other expenses reasonably incurred by such Covered Person in investigating, preparing, or defending against any litigation or any investigation or proceeding or any such claims and reasonable counsel fees incurred in connection therewith.

(d) For purposes of this Section 3.4, each person, if any, who controls the Fund or the Portfolio within the meaning of Section 15 of the 1933 Act or Section 20 of the Securities Exchange Act of 1934, as amended, shall have the same rights to contribution as the Fund or the Portfolio, as the case may be, and each director or trustee, officer, or employee of the Fund or the Portfolio and each officer thereof who signed a registration statement shall have the same rights to contribution as the Fund or the Portfolio, as the case may be.

IV
ADDITIONAL AGREEMENTS

4.1 Each party agrees that it shall hold in strict confidence all data and information obtained from the other 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.

4.2 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.

V
TERMINATION, AMENDMENT AND WAIVER

5.1 Termination.

(a) This Agreement may be terminated by the Fund upon five
(5) business days notice to the Portfolio.

(b) This Agreement may be terminated at any time by the Fund 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 Fund.

(d) 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.

(e) The indemnification obligations set forth in Article III and the confidentiality provisions in Section 4.1 shall survive the termination of this Agreement.

5.2 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.

If to the Fund:       Homestead Funds, Inc.
                      c/o National Rural Electric Cooperative Association
                      4301 Wilson Boulevard
                      Arlington, VA 22203
                      Attn: Patricia Murphy

If to the Portfolio:  State Street Master Funds
                      c/o State Street Bank and Trust Company
                      Two Avenue de Lafayette
                      Boston, MA 02111
                      Attn: Julie Tedesco

Either party to this Agreement may change the identity of the person to receive notice by providing written notice thereof to all other parties to the Agreement.

6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.

6.3 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.

6.4 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.

6.5 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.

6.6 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.

6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.

6.8 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.

6.9 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.

6.10 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.

6.11 Each party expressly acknowledges the provision in the Declaration of Trust of each of the Fund and the Portfolio limiting the personal liability of shareholders and the officers and trustees of the Fund and the Portfolio.

6.12 The parties hereto agree and acknowledge that (a) the Fund has entered into this Agreement solely on its own behalf and that no other party shall have any obligation hereunder with respect to any liability of the Fund arising hereunder; (b) the Portfolio has entered into this Agreement solely on its own behalf and that no other series of the State Street Master Funds shall have any obligation hereunder with respect to any liability of the Portfolio arising hereunder; and (c) no series or feeder participant of the Portfolio shall be liable to any other series or feeder participant of the Portfolio.

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.

HOMESTEAD FUNDS, INC.

By: /s/ DAVID METZ
   ---------------------------------
      David Metz, President

STATE STREET MASTER FUNDS

By: /s/ KATHLEEN CUOCOLO
   ---------------------------------
      Kathleen Cuocolo, President

EXHIBIT 5.

DISTRIBUTION AGREEMENT

AGREEMENT, dated as of September 17, 1990, between Homestead Funds, Inc., a Maryland corporation (the "Issuer"), and RE Investment Corporation, a District of Columbia corporation (the "Distributor").

W I T N E S S E T H:

WHEREAS, the Issuer is a registered investment company under the Investment Company Act of 1940, as amended ("1940 Act") and proposes to engage in business as an open-end management investment company; and

WHEREAS, the Issuer desires to appoint the Distributor as the principal underwriter and distributor of the Issuer's shares and the Distributor is willing to accept such appointment; and

WHEREAS, the Distributor is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended ("1934 Act") and is a member of the National Association of Securities Dealers, Inc. ("NASD");

NOW, THEREFORE, in consideration of the mutual promises and undertakings herein contained, the Issuer and the Distributor agree as follows:

1. Appointment and Sale of Shares. The Issuer hereby appoints the Distributor as the principal underwriter and distributor of the Issuer's shares and the Distributor hereby accepts such appointment.

During the term of this Agreement the Distributor shall have the right to sell, on behalf of the Issuer, shares of capital stock of the Issuer authorized for issuance, including authorized shares of any portfolio series ("Fund") of the Issuer, subject to the registration requirements of the Securities Act of 1933, as amended ("1933 Act"), the laws governing the sale of securities in the various states ("Blue Sky Laws"), and the other terms and conditions set forth in this Agreement. The Distributor shall have the right to sell shares of the Issuer sold under offers of exchange, if available, between and among investment companies, or any portfolio series thereof, for which RE Advisers Corporation, or any affiliate thereof, acts as investment manager. All sales by the Distributor shall be expressly subject to acceptance by the Issuer, which may reject any orders to purchase shares for any reason.

No order for the sale, redemption or repurchase of the Issuer's shares, nor any payment for shares sold, redeemed or repurchased, shall be effective until received by the transfer agent of the Issuer. Orders transmitted to the Distributor or its registered representatives shall be immediately sent to the

transfer agent of the Issuer. Sale, redemption and repurchase orders shall be handled directly by the transfer agent of the Issuer, and payment for shares sold shall be transmitted by the transfer agent directly to the Issuer's custodian.

2. Sale of Shares by the Issuer. The rights granted to the Distributor shall be exclusive, except that the Issuer reserves the right to sell its shares to investors on applications received and accepted by the Issuer. Further, the Issuer reserves the right to issue shares in connection with a merger or consolidation, or acquisition by the Issuer through purchase or otherwise, with any other investment company, trust, or personal holding company.

3. Shares Covered by this Agreement. This Agreement shall apply to unissued shares of the Issuer, shares of the Issuer held in its treasury in the event that, in the discretion of the Issuer, treasury shares shall be sold, and shares of the Issuer repurchased for resale.

4. Public Offering Price. All shares of the issuer sold by the Distributor or the Issuer shall be sold at the public offering price. The public offering price for all accepted applications shall be the net asset value per share, as determined in the manner described in the Issuer's current Prospectus and/or Statement of Additional Information. The Issuer shall in all cases receive 100%

of the net asset value per share on all sales.

5. Suspension of Sales. If and whenever the determination of net asset value is suspended, and until such suspension is terminated, no further orders for shares shall be processed except such unconditional orders as may have been placed before the Distributor had knowledge of the suspension. In addition, the Issuer reserves the right to suspend sales if, in the judgment of the Issuer's Board of Directors, it is in the best interests of the Issuer to do so. Such suspension of sales shall continue for such period of time as may be determined by the Issuer. The Issuer shall give the Distributor prompt notice of any suspension of sales.

6. Solicitation of Orders. In consideration of the rights granted to the Distributor under this Agreement, the Distributor agrees to use all reasonable efforts to secure purchasers for shares of the Issuer. However, the Distributor shall not be obligated to sell any specific number of shares of the Issuer, and may in its discretion reject any orders to purchase shares. The Issuer shall make available to the Distributor, at the expense of the Distributor, such numbers of copies of the Issuer's currently effective Prospectus and Statement of Additional Information, and copies of such financial statements and other information, as the Distributor may reasonably request in connection with the distribu-

tion of shares of the Issuer.

In selling the shares of the Issuer, the Distributor shall use its best efforts in all respects duly to conform with the requirements of all federal laws and Blue Sky Laws and regulations and the regulations of the NASD relating to the sale of such securities.

7. Authorized Representations. The Distributor and its registered representatives shall not give any information or make any representations other than those contained in the appropriate Registration Statement, Prospectus and/or Statement of Additional Information of the Issuer currently filed with the Securities and Exchange Commission ("SEC") under the 1933 Act, as amended from time to time, or contained in shareholder reports or other materials that may be prepared by or on behalf of the Issuer and authorized by responsible officers of the Issuer for use by the Distributor. This limitation shall not, however, be construed to prevent the Distributor from preparing and distributing advertisements and sales literature or other materials as it may deem appropriate. The Distributor shall cause any sales literature, advertisements, or other similar materials to be filed with the NASD, the SEC, or any other required securities regulatory body, as appropriate.

8. Registration and Qualification of Shares. The Issuer agrees that it shall take all action necessary to register its shares under the 1933 Act so that there will be available for sale the number of shares the Distributor may reasonably be expected to sell. The Issuer shall use its best efforts to qualify and maintain the qualification of an appropriate number of shares of each of the Funds for sale under the securities laws of such states where such qualification is required.

The Issuer shall promptly notify the Distributor if the registration or qualification of any Fund shares under any Blue Sky Laws or federal securities laws, or the Issuer's registration under the 1940 Act, is suspended or terminated, or if any governmental body or agency institutes, or has threatened to institute, a proceeding to terminate the offer and sale of any Fund shares in any jurisdiction.

9. Expenses. As between the Distributor and the Issuer, the Issuer shall pay, or cause to be paid, all fees, costs and expenses (a) in connection with the preparation, setting in type, and filing of any Registration Statement, Prospectus and Statement of Additional Information under the 1933 Act and amendments thereto for the offer and sale of the Issuer's shares, (b) in connection with the registration, qualification, and maintenance of shares for sale in the various states in which the Board of Directors of the

Issuer shall determine it advisable to register, qualify and maintain such shares for sale, (c) of preparing, setting in type, printing, and mailing any report or other communication to shareholders of the Issuer in their capacity as such, (d) of preparing, setting in type, printing, and mailing Prospectuses, Statements of Additional Information, and any supplements thereto sent to existing shareholders, and (e) in connection with the issue and transfer of shares of any Fund resulting from the acceptance of orders to purchase or transfer shares by investors, including the expenses of confirming any such purchase orders or transfer requests.

The Distributor shall pay all fees, costs, and expenses incurred by it in performing its obligations under this Agreement, including (a) the printing and distribution of any Prospectuses, Statements of Additional Information, reports and other communications sent to prospective shareholders, (b) the preparation, printing, and distribution of any advertisement or other sales literature, (c) all other expenses which are primarily for the purpose of promoting the sale of the Issuer's shares other than to existing shareholders of a Fund, and (d) expenses incurred in connection with the Distributor's registration as a broker-dealer or with the registration or qualification of its officers, directors or representatives under federal laws and Blue Sky Laws and the maintenance of those registrations or qualifications.

It is understood that (a) the Distributor will not receive commissions or other compensation for acting as the Issuer's principal underwriter and distributor, and (b) no commission or other fee will be paid by the Issuer or Distributor to any person or entity for the sale of the Issuer's shares, which are offered without a sales or redemption charge of any kind.

10. Indemnification. The Issuer agrees to indemnify and hold harmless the Distributor, each of its directors and officers, and each person, if any, who controls the Distributor within the meaning of Section 15 of the 1933 Act (the Distributor's directors, officers, and control persons are, for purposes of this paragraph, hereinafter collectively referred to as "indemnified persons"), against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense, and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any shares, based upon the ground that any Registration Statement, Prospectus, Statement of Additional Information, shareholder report, or other information filed or made public by the Issuer (as from time to time amended) contained an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements not misleading under the 1933 Act, or any other statute or the

common law. However, the Issuer does not agree to indemnify the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Issuer by or on behalf of the Distributor. In no case (a) is the Issuer's indemnity in favor of the Distributor or any indemnified persons to be deemed to protect the Distributor or any indemnified persons against any liability to the Issuer or its security holders to which the Distributor or such indemnified persons would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its or their duties or by reason of its or their reckless disregard of its or their obligations and duties under this Agreement, or (b) is the Issuer to be liable under the indemnity provision contained in this paragraph with respect to any claim made against the Distributor, or any indemnified person, unless the Distributor or such indemnified person, as the case may be, shall have notified the Issuer in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim was served upon the Distributor or any such indemnified person (or after the Distributor or such indemnified person received notice of service on any designated agent). However, failure to notify the Issuer of any claim shall not relieve the Issuer from any liability that it may have to the Distributor or any indemnified person against whom such action is brought otherwise than on

account of the indemnity provision contained in this paragraph. The Issuer shall be entitled to participate at its own expense in the defense of, or if it so elects, may assume the defense of, any suit brought to enforce any claims. If the Issuer elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the Distributor or the indemnified persons. In the event the Issuer elects to assume the defense of any suit and retain counsel, the Distributor, or the indemnified persons, shall bear the fees and expenses of any additional counsel retained by it or them. If the Issuer does not elect to assume the defense of any suit, it will reimburse the Distributor, or the indemnified persons, for the reasonable fees and expenses of any counsel retained by it or them. The Issuer agrees to notify the Distributor promptly of the commencement of any litigation or proceedings against it or any of its directors, officers, or employees in connection with the issuance or sale of any of the shares.

The Distributor also covenants and agrees that it will indemnify and hold harmless the Issuer, each of its directors and officers, and each person, if any, who controls the Issuer within the meaning of Section 15 of the 1933 Act (the Issuer's directors, officers and control persons are, for purposes of this paragraph, hereinafter collectively referred to as "indemnified persons"), against any loss, liability, damages, claim or expense (including

the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense, and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any shares, based upon the 1933 Act or any other statute or common law, alleging any wrongful act of the Distributor or any of its employees or alleging that any Registration Statement, Prospectus, Statement of Additional Information, shareholder report, or other information filed or made public by the Issuer (as from time or time amended) contained an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements not misleading, but only insofar as the statement or omission was made in reliance upon, and in conformity with, information furnished to the Issuer by or on behalf of the Distributor. In no case (a) is the Distributor's indemnity in favor of the Issuer, or any indemnified persons, to be deemed to protect the Issuer, or any such indemnified persons, against any liability to which the Issuer, or such indemnified persons, would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its or their duties or by reason of its or their reckless disregard of its or their obligations and duties under this Agreement, or (b) is the Distributor to be liable under the indemnity provision contained in this paragraph with respect to any claim made against the Issuer, or any indemnified person, unless the Issuer or such indemnified person, as the case may be, shall

have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim was served upon the Issuer or any such indemnified person (or after the Issuer or such indemnified person received notice of service on any designated agent). However, failure to notify the distributor of any claim shall not relieve the Distributor from any liability which it may have to the Issuer or any indemnified person against whom the action is brought otherwise than on account of the indemnity provision contained in this paragraph. The Distributor shall be entitled to participate at its own expense in the defense of, or if it so elects, may assume the defense of, any suit brought to enforce any claims. If the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the Issuer, or the indemnified persons. In the event that the Distributor elects to assume the defense of any suit and retain counsel, the Issuer, or the indemnified persons, shall bear the fees and expenses of any additional counsel retained by it or them. If the Distributor does not elect to assume the defense of any suit, it will reimburse the Issuer, or the indemnified persons, for the reasonable fees and expenses of any counsel retained by it or them. The Distributor agrees to notify the Issuer promptly of the commencement of any litigation or proceedings against it or any of its directors, officers, or employees in connection with the issue and sale of any of the shares.

11. Independent Contractor. The Distributor shall act as an independent contractor and nothing herein contained shall constitute the Distributor, its representatives, agents or any employees thereof as employees of the Issuer in connection with the sale of shares of the Issuer. The Distributor is responsible for its own conduct and the employment, control and conduct of its representatives, agents and employees, and for injury to such representatives, agents or employees or to others through its representatives, agents or employees. The Distributor assumes full responsibility for its representatives, agents and employees under applicable laws.

12. Effective Date. This Agreement shall be effective upon its execution, and unless terminated as provided, shall continue in force until October 1, 1992 and thereafter from year to year, provided continuance is approved annually by the vote of a majority of the Board of Directors of the Issuer, and by the vote of those Directors of the Issuer who are not "interested persons" of the Issuer, cast in person at a meeting called for the purpose of voting on the approval. This Agreement shall automatically terminate in the event of its assignment. As used in this paragraph, the terms "assignment" and "interested persons" shall have the respective meanings specified in the 1940 Act as now in effect or as hereafter amended. In addition to termination by

failure to approve continuance or by assignment, this Agreement may at any time be terminated by either party upon not less than sixty days' prior written notice to the other party.

13. Notice. Any notice required or permitted to be given by either party to the other shall be deemed sufficient if in writing and either hand delivered or sent by mail, and addressed to the Issuer, at 1800 Massachusetts Avenue, N.W., Washington D.C. 20036, and to the Distributor, at 1800 Massachusetts, Avenue, N.W., Washington, D.C. 20036, or alternatively, at the last address furnished by the other party to the party giving notice.

14. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Maryland and the applicable provisions of the 1940 Act and, rules thereunder. To the extent the applicable law of the State of Maryland, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act or rules thereunder, the latter shall control.

15. Confidentiality. The Distributor and the Issuer shall not disclose or use any records or information obtained hereunder in any manner whatsoever except as expressly authorized hereunder and, further, they shall keep confidential any information obtained pursuant to their relationship as set forth herein, and disclose such information only if the Issuer has authorized such disclosure,

or if such disclosure is expressly required by applicable federal or state regulatory authorities.

IN WITNESS WHEREOF, the Issuer has caused this instrument to be executed in its name and on its behalf by one of its officers duly authorized, and the Distributor has caused this instrument to be executed in its name and on its behalf by one of its officers duly authorized, as of the day and year first above written.

Homestead Funds Inc.

Attest:   /s/ Peter R. Morris                     By:  /s/ William P. McKeithan
        ---------------------------                  --------------------------
              Secretary

RE Investment Corporation

Attest:    /s/ Peter R. Morris                    By:  /s/ Stuart E. Teach
        ---------------------------                  --------------------------
              Secretary

EXHIBIT 8.(b).

JOINT SERVICES AGREEMENT AMONG
NATIONAL RURAL ELECTRIC COOPERATIVE ASSOCIATION,
RE INVESTMENT CORPORATION, AND RE ADVISERS CORPORATION

Agreement made as of the 17th day of September, 1990, among National Rural Electric Cooperative Association ("NRECA"), RE Investment Corporation ("RE Investment"), and RE Advisers Corporation ("RE Advisers"). NRECA, RE Investment and RE Advisers are each organized under the laws of the District of Columbia.

RECITALS

WHEREAS, RE Investment and RE Advisers are totally owned subsidiaries of NRECA and each desires to utilize NRECA's personnel, property and services in carrying out its corporate functions and NRECA is willing to furnish the same on the terms and Conditions hereinafter set forth.

NOW, THEREFORE, WITNESSETH: That in consideration of the mutual covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed among the parties as follows:

1. NRECA will furnish, as available, personnel, property and services, including advice and assistance, requested from time to time by RE Investment and RE Advisers to carry out their respective corporate functions and contractual obligations in connection with the Homestead Funds, Inc. ("Homestead Funds").

2. NRECA agrees to provide such personnel, property and services at no cost or expense to RE Investment provided that RE Investment continues to provide its services to the Homestead Funds without compensation.

3. NRECA agrees to provide such personnel, property and services at no cost to RE Advisers for such periods during which RE Advisers has waived its fee or assumed, as its own expense, and reimbursed the Homestead Funds for expenses pursuant to the terms of the Expense Limitation Agreement. During any other period RE Advisers shall pay NRECA such amounts as represent the portion of the salaries of designated personnel attributable to RE Advisers and the portion of the costs of property, services and related expenses attributable to RE Advisers, which amounts shall be computed consistent with generally acceptable accounting principles. Such payments by RE Advisers to NRECA shall be made pursuant to a schedule mutually agreed on, from time to time, by NRECA and RE Advisers.

4. The term of this Agreement will commence as of the date indicated above and continue until October 1, 1992. Thereafter it shall be deemed to be renewed automatically, upon the same terms and conditions, for successive periods of one year each, until any party, upon at least 60 days prior written notice shall notify the other parties of its intention not to renew the Agreement.

5. No assignment of this Agreement shall be made by NRECA without the consent of RE Investment and RE Advisers.

6. Subject to the foregoing Clause 5, this Agreement shall inure to the benefit of and be binding upon any successors or assigns of the parties hereto.

National Rural Electric Cooperative Association

Attest:  /s/ Peter R. Morris                 By: /s/ Anthony Williams
       ----------------------                   ---------------------------
             Secretary

RE Investment Corporation

Attest: /s/ Peter R. Morris                  By:  /s/ Stuart E. Teach
       ----------------------                   ---------------------------
             Secretary

RE Advisers Corporation

Attest: /s/ Stuart E. Teach                  By: /s/ Peter R. Morris
       ----------------------                   ---------------------------
             Secretary

EXHIBIT 8.(i).

EXPENSE LIMITATION AGREEMENT

Expense Limitation Agreement, made as of the first day of January, 2001, by and between Homestead Funds, Inc., a Maryland corporation (the "Homestead Funds"), on behalf of the NASDAQ 100 Index Tracking Stock Fund (the "Fund"), and RE Advisers Corporation, a Virginia corporation (the "Investment Manager").

WHEREAS, the Homestead Funds, on behalf of the Fund, and the Investment Manager have entered into an Investment Management Agreement, dated as of the first day of January, 2001, (the "Investment Management Agreement") pursuant to which the Investment Manager will render investment management services to the Fund for compensation based on the value of the net assets of the Fund; and

WHEREAS, the Homestead Funds and the Investment Manager 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 investment management fees of the Investment Manager (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 the Investment Manager.

1.2 Method of Computation. To determine the Investment Manager'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, the Investment Manager shall first waive or reduce its investment management 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 fee for such month, the Investment Manager, in addition to waiving its entire investment management fee for such month, shall also remit

to the Fund the difference between the Excess Amount and the amount due as the investment management 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.

2. Operating Expense Limit.

2.1 Limitation. To the extent that Fund Operating Expenses in any year exceed 1.50% of the Fund's average daily net assets (the "Operating Expense Limit"), such excess amount (the "Excess Operating amount") shall be the liability of the Investment Manager.

2.2 Method of Computation. To determine the Investment Manager'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, the Investment Manager shall first waive or reduce its investment management 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 investment management fee for the month, the Investment Manager, in addition to waiving its entire investment management 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 investment management 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.

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.

4.3 Definitions. Any questions of interpretation of any term or provision of this Agreement, including but not limited to the investment management 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 Investment Management 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 NASDAQ 100 Index
                                       Tracking Stock Fund


/s/ PETER R. MORRIS                    By: /s/ WILLIAM P. MCKEITHAN
----------------------------              --------------------------------
Peter R. Morris, Secretary                   William P. McKeithan, Vice
                                                     President


ATTEST:                                RE ADVISERS CORPORATION


/s/ PETER R. MORRIS                    By: /s/ DAVID METZ
----------------------------              --------------------------------
Peter R. Morris, Secretary                   David Metz, President

EXHIBIT 8.(j).

EXPENSE LIMITATION AGREEMENT

Expense Limitation Agreement, made as of the first day of January, 2001, by and between Homestead Funds, Inc., a Maryland corporation (the "Homestead Funds"), on behalf of the International Stock Index Fund (the "Fund"), and RE Advisers Corporation, a Virginia corporation (the "Investment Manager").

WHEREAS, the Homestead Funds, on behalf of the Fund, and the Investment Manager have entered into an Investment Management Agreement, dated as of the first day of January, 2001, (the "Investment Management Agreement") pursuant to which the Investment Manager will render investment management services to the Fund for compensation based on the value of the net assets of the Fund; and

WHEREAS, the Homestead Funds and the Investment Manager 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 investment management fees of the Investment Manager (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 the Investment Manager.

1.2 Method of Computation. To determine the Investment Manager'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, the Investment Manager shall first waive or reduce its investment management 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 fee for such month, the Investment Manager, in addition to waiving its entire investment management fee for such month, shall

also remit to the Fund the difference between the Excess Amount and the amount due as the investment management 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.

2. Operating Expense Limit.

2.1 Limitation. To the extent that Fund Operating Expenses in any year exceed 1.50% of the Fund's average daily net assets (the "Operating Expense Limit"), such excess amount (the "Excess Operating amount") shall be the liability of the Investment Manager.

2.2 Method of Computation. To determine the Investment Manager'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, the Investment Manager shall first waive or reduce its investment management 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 investment management fee for the month, the Investment Manager, in addition to waiving its entire investment management 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 investment management 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.

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.

4.3 Definitions. Any questions of interpretation of any term or provision of this Agreement, including but not limited to the investment management 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 Investment Management 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 International Stock
                                    Index Fund


/s/ PETER R. MORRIS                 By: /s/ WILLIAM P. MCKEITHAN
---------------------------------      ------------------------------------
Peter R. Morris, Secretary                 William P. McKeithan, Vice
                                                    President


ATTEST:                             RE ADVISERS CORPORATION


/s/ PETER R. MORRIS                 By: /s/ DAVID METZ
---------------------------------      ------------------------------------
Peter R. Morris, Secretary                   David Metz, President

EXHIBIT 8.(l).

ADMINISTRATIVE SERVICE AGREEMENT

THIS AGREEMENT is made as of this 23rd day of January, 2001, by and between Homestead Funds, Inc. ("Homestead Funds"), a Maryland corporation, on behalf of the International 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 eight 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 International 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 International Stock Index Fund, including: (i) maintenance of the International Stock Index Fund's corporate existence and corporate records; (ii) maintenance of the registration and qualification of the International Stock Index Fund's shares under federal and state law; (iii) coordination and supervision of the financial, accounting, and administrative functions for the International Stock Index Fund; (iv) selection, coordination of the activities of, supervision, and service as liaison with various agents and other parties employed by the International 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 International Stock Index Fund such information, reports, evaluations, analyses, and opinions as the International Stock Index Fund may, from time to time, reasonably request or which RE Advisers believes would be helpful to the International Stock Index Fund.

2. Compensation. Homestead Funds, with respect to the International 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 International 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 International 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.

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 International 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 judgment or mistake of law or for any loss suffered by Homestead Funds, with respect to the International 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 State Street Bank and 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.

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 a duly authorized officer as of the date specified above.

HOMESTEAD FUNDS, INC.

RE ADVISERS CORPORATION

EXHIBIT 9

[LETTERHEAD of HOMESTEAD FUNDS, INC.]

April 30, 2002

Homestead Funds, Inc.
4301 Wilson Boulevard
Arlington, Virginia 22203

Ladies and Gentlemen:

You have requested my opinion, as counsel to Homestead Funds, Inc. Inc. ("Fund"), a Maryland Corporation, as to certain matters regarding the issuance of Shares of the Fund. As used in this letter, the term "Shares" means the shares of common stock of each series of the Fund that may be issued pursuant to the Registration Statement for Homestead Funds, Inc. filed with the Securities and Exchange Commission ("SEC") pursuant to the Securities Act of 1933 ("1933 Act").

As counsel, I have examined the Fund's Articles of Incorporation, Articles Supplementary, and By-laws and such resolutions and minutes of meetings of the Fund's Board of Directors as I have deemed relevant to this opinion, as set forth herein. This opinion is limited to the laws and facts in existence on the date hereof, and it is further limited to the laws (other than the conflict of law rules) of the State of Maryland that in my experience are normally applicable to the issuance of shares by registered investment companies organized as corporations under the laws of that State and to the 1933 Act, the Investment Company Act of 1940 ("1940 Act") and the regulations of the SEC hereunder.

Based on the foregoing, I am of the opinion that the issuance of the Shares has been duly authorized by the Fund and that, when sold, the Shares will have been validly issued, fully paid and non-assessable, provided that (1) the Shares are sold in accordance with the terms contemplated by the Registration Statement, including receipt by the Fund of full payment for the Shares and compliance with the 1933 Act and the 1940 Act, and (2) the aggregate number of Shares issued, when combined with all other then-outstanding shares, does not exceed the number of shares that the Fund is authorized to issue.

I hereby consent to the filing of this opinion as an exhibit to the Fund's Registration Statement.

Very truly yours,

/s/ Denise Trujillo

Denise Trujillo

EXHIBIT 10.(a).

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Post-Effective Amendment No. 23 to the Registration Statement No. 33-35788 of our report dated February 15, 2002 on our audit of the financial statements and financial highlights which appear in the December 31, 2001 Annual Report to Shareholders of the Homestead Funds, Inc., which are also incorporated by reference into the Registration Statement. We also consent to the references to us under the heading "Financial Highlights" in the Prospectus and "Independent Auditors" in the Statement of Additional Information.

/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Baltimore, Maryland
April 29, 2002

EXHIBIT 10.(b).

[Morgan Lewis & Bockius LLP Letterhead]

Michael Berenson
(202) 739-5450
mberenson@morganlewis.com

April 29, 2002

Homestead Funds, Inc.
4301 Wilson Boulevard
Arlington, Virginia 22203

Ladies and Gentlemen:

We hereby consent to the reference to our name under the caption "Legal Matters" in the Statement of Additional Information contained in Post-Effective Amendment No. 23 to the Registration Statement on Form N-1A (File No. 33-35788) for Homestead Funds, Inc. filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933.

Very truly yours,

MORGAN, LEWIS & BOCKIUS LLP

By: /s/ Michael Berenson
   ------------------------
   Michael Berenson

EXHIBIT 12.(b).

STOCK SUBSCRIPTION AGREEMENT

THIS AGREEMENT between National Rural Electric Cooperative Association ("NRECA") and Homestead Funds, Inc. (the "Corporation"), a corporation organized and existing under and by virtue of the laws of the State of Maryland.

In consideration of the mutual promises set forth herein, the parties agree as follows:

1. The Corporation agrees to sell to NRECA and NRECA hereby subscribes to purchase 10,000 shares of the Short-Term Bond Fund class of the Corporation's Common Stock (the "Stock"), such class with a Par Value of $.0l per share, at a price of five dollars ($5.00) per share.

2. NRECA agrees to pay $50,000 for such Stock at the time of its issuance, which shall occur upon call of the President of the Corporation at any time on or before the effective date of the amendment to the Corporation's Registration Statement filed by the Corporation on Form N-lA.

3. NRECA acknowledges that the Stock has not been, and will not be, registered under any state or federal securities laws and that, therefore, the Corporation is relying on certain exemptions therein from such registration requirements, including exemptions dependent on the intent of the undersigned in acquiring the Stock. NRECA also understands that any resale of the Stock, or any part thereof, may be subject to restrictions under state and federal securities laws, and that NRECA may be required to bear the economic

risk of any investment in the Stock for an indefinite period of time.

4. NRECA represents and warrants that it is acquiring the Stock solely for its own account and solely for investment purposes and not with a view to the resale or disposition of all or any part thereof, and that it has no present plan or intention to sell or otherwise dispose of the Stock or any part thereof.

5. NRECA agrees that it will not sell or dispose of the Stock or any part thereof unless the amendment to the Registration Statement with respect to such Stock is then in effect under the Securities Act of 1933 and under any applicable state securities laws.

6. NRECA further agrees to withdraw any request to redeem any of the Stock to the extent the Corporation informs the undersigned that the effect of such redemption could be to reduce the Short-Term Bond Fund's net worth below $50,000.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized representatives this 27th day of August, 1991.

NATIONAL RURAL ELECTRIC COOPERATIVE
ASSOCIATION

HOMESTEAD FUNDS, INC.

By:   /s/ Anthony Wiliams
   --------------------------------------


    Title: President
           ------------------------------

EXHIBIT 12.(c).

STOCK SUBSCRIPTION AGREEMENT

THIS AGREEMENT between National Rural Electric Cooperative Association ("NRECA") and Homestead Funds, Inc. (the "Corporation"), a corporation organized and existing under and by virtue of the laws of the State of Maryland.

In consideration of the mutual promises set forth herein, the parties agree as follows:

1. The Corporation agrees to sell to NRECA and NRECA hereby subscribes to purchase 10,000 shares of the Short-Term Government Securities Fund class of the Corporation's Common Stock (the "Stock"), such class with a Par Value of $.0l per share, at a price of five dollars ($5.00) per share.

2. NRECA agrees to pay $50,000 for such Stock at the time of its issuance, which shall occur upon call of the President of the Corporation at any time on or before the effective date of the amendment to the Corporation's Registration Statement filed by the Corporation on Form N-lA.

3. NRECA acknowledges that the Stock has not been, and will not be, registered under any state or federal securities laws and that, therefore, the Corporation is relying on certain exemptions therein from such registration requirements, including exemptions dependent on the intent of the undersigned in acquiring the Stock. NRECA also

understands that any resale of the Stock, or any part thereof, may be subject to restrictions under state and federal securities laws, and that NRECA may be required to bear the economic risk of any investment in the Stock for an indefinite period of time.

4. NRECA represents and warrants that it is acquiring the Stock solely for its own account and solely for investment purposes and not with a view to the resale or disposition of all or any part thereof, and that it has no present plan or intention to sell or otherwise dispose of the Stock or any part thereof.

5. NRECA agrees that it will not sell or dispose of the Stock or any part thereof unless the amendment to the Registration Statement with respect to such Stock is then in effect under the Securities Act of 1933 and under any applicable state securities laws.

6. NRECA further agrees to withdraw any request to redeem any of the Stock to the extent the Corporation informs the undersigned that the effect of such redemption could be to reduce the Short-Term Government Securities Fund's net worth below $50,000.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized representatives this 7th day of March, 1995.

NATIONAL RURAL ELECTRIC
COOPERATIVE ASSOCIATION

By: /s/ William McKeithan
   --------------------------


Title:       Counsel
      -----------------------

HOMESTEAD FUNDS, INC.

By:  /s/ Anthony Williams
   --------------------------


Title:       President
      -----------------------

EXHIBIT 16.(a).

CODE OF ETHICS
OF
HOMESTEAD FUNDS, INC.
RE ADVISERS CORPORATION
RE INVESTMENT CORPORATION

I. GENERAL STATEMENT OF POLICY.

This Code of Ethics (the "Code") deals with the securities transactions of certain officers, directors, and employees of Homestead Funds, Inc. (the "Corporation"), RE Advisers Corporation (the "Adviser"), and RE Investment Corporation (the "Distributor"). The Code has been developed in light of, and in compliance with, Rule 17j-1 under the Investment Company Act of 1940 (the "1940 Act"). Rule 17j-1 requires investment companies, as well as their investment advisers and principal underwriters, to adopt written codes of ethics containing provisions reasonably necessary to prevent certain personnel from engaging in any act, practice, or course of business prohibited under the anti-fraud provisions of Rule 17j-1(b).

This Code is formulated by the Corporation, the Adviser, and the Distributor to address the fiduciary duty that their directors, officers, employees, and affiliates have to the Corporation's investors. The Corporation intends that all such personnel should not take inappropriate advantage of their positions and should conduct themselves in a manner to avoid actual or potential conflicts of interests and to meet their duty to at all times place the interests of the Corporation's investors first.

The Code is intended to provide guidance to such personnel in the conduct of their investments in order to eliminate the possibility of securities transactions occurring which place, or appear to place, such personnel in conflict with the interests of the Corporation's investors. The Corporation, the Adviser, and the Distributor have adopted policies and procedures to ensure compliance with the Code. In addition, the Adviser has adopted policies and procedures relating to the misuse of material non-public information, the so-called "insider trading" provisions under Section 204A of the Investment Advisers Act of 1940.

II. RULE 17j-1.

General Antifraud Provisions. Rule 17j-1 under the 1940 Act provides that it is unlawful for any affiliated person of a registered investment company, or any affiliated person of such company's investment manager or principal underwriter in connection with any purchase or sale, directly or indirectly, by such person of a "security held or to be acquired" by such investment company, to engage in any of the following acts, practices or courses of business:

a. employ any device, scheme, or artifice to defraud such investment company;

b. make to such investment company any untrue statement of a material fact or omit to state to such investment company a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

c. engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any such investment company; and

d. engage in any manipulative practice with respect to such investment company.

III. DEFINITIONS.

a. Access Person. The term "access person" means:

i. any director (including an independent director), officer, general partner, or advisory person of the Corporation or the Adviser;

ii. any director, officer, or general partner of the Distributor who, in the ordinary course of business, makes, participates in or obtains information regarding the purchase or sale of Covered Securities by the Corporation, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to the Corporation regarding the purchases or sale of Covered Securities.

b. Advisory Person. The term "advisory person" of the Corporation or the Adviser means:

i. any employee of the Corporation or the Adviser (or of any company in a control relationship to the Corporation or the Adviser, e.g., the Distributor or NRECA) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of Covered Securities by the Corporation, or whose functions relate to the making of any recommendations with respect to the purchases or sales; and

ii. any natural person in a control relationship to the Corporation or the Adviser who obtains information concerning recommendations made to the Corporation with regard to the purchase or sale of Covered Securities by the Corporation.

c. Beneficial Interest. The term "beneficial interest" shall be interpreted in the same manner as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder, except that the determination of direct or indirect beneficial interest will apply to all securities which an access person has or acquires. Generally, a person is regarded as having a beneficial interest in those securities held in his or her name, the name of his or her spouse, the names of his or her minor children who reside with him or her, and any other relatives (parents, adult children, brothers, sisters, etc.) whose investments he or she directs or controls, whether the person lives with him/her or not. A person may also be regarded as having a beneficial interest in securities held in the name of another person (individual, partner, corporation, trust, custodian, or other entity) if, by reason of any contract, understanding or relationship, he or she obtains or may obtain therefrom benefits substantially equivalent to those of ownership. A person does not derive a beneficial interest by virtue of serving as a trustee or executor unless he or she or a member of his or her immediate family, has a vested interest in the income or corpus of the trust or estate.

d. Control. The term "control" shall have the same meaning as set forth in Section 2(a)(9) of the 1940 Act.

e. Covered Security. The term "covered security" shall have the same meaning as the term "security" set forth in Section 2(a)(36) of 1940 Act, except that it shall not include securities issued by the Government of the United States, bankers' acceptances, bank certificates of deposit, commercial paper, short term debt securities which are "nongovernment securities" within the meaning of Section 2(a)(16) of the 1940 Act, and shares of registered open-end investment companies.

f. Independent Director. The term "independent director" means a director of the Corporation who is not an "interested person" of the Corporation within the meaning of Section 2(a)(19) of the 1940 Act.

g. Initial Public Offering. The term "initial public offering" means an offering of securities registered under the Securities Act of 1933 [15 U.S.C. 77a], the issuer of which , immediately before the registration, was not subject to the reporting requirements of section 13 or 15(d) of the Securities Exchange Act of 1934 [15 U.S.C. 78m or 78o(d)].

h. Investment Personnel. The term "investment personnel" means those access persons who provide information or advice to a portfolio manager or who help execute the portfolio manager's decisions.

i. Limited Offering. The term "limited offering" means an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) [15 U.S.C. 77d(2) or 77d(6)] or pursuant to rule 504, rule 505, or rule 506 [17 C.F.R. 230.504, 230.505, or 230.506] under the Securities Act of 1933.

j. Portfolio Manager. The term "portfolio manager" means those access persons who are entrusted with the direct responsibility and authority to make investment decisions on behalf of the Corporation.

k. Purchase or Sale of a Covered Security. The term "purchase or sale of a security" includes, among other things, the writing of an option to purchase or sell a Covered Security.

l. Security Held or to be Acquired. The term "security held or to be acquired" by the Corporation means:

1. Any Covered Security which, within the most recent 15 days:

(1) Is or has been held by the Corporation; or
(2) Is or has been considered by the Corporation or the Adviser for purchase by the Corporation; and

2. Any option to purchase or sell, and any security convertible into or exchangeable for, a Covered Security described in paragraph
(a)(10)(i) of this section.

IV. PERSONS TO WHOM THIS CODE IS APPLICABLE.

The Code applies to all "access persons" as defined above. Such access persons will be provided with a copy of this Code and informed of their duty to comply with its provisions.

V. PROHIBITIONS.

a. Unless exempted under Section VI below, no access person shall purchase or sell, directly or indirectly, any beneficial interest in a security which at the time of such purchase or sale is being purchased or sold (an order has been entered but not executed) on behalf of the Corporation.

b. Investment personnel shall not purchase, directly or indirectly, any beneficial interest in any security sold as a part of an initial public offering of the security.

c. Investment personnel shall not purchase, directly or indirectly, any beneficial interest in any security sold as a part of a private placement of the security without the prior approval of the Compliance Officer. Any investment person owning a beneficial interest in such securities shall disclose such ownership to the Corporation if any transaction of the Corporation in the shares or the issuer of the private placement is contemplated. In such circumstances, the investment decision must be reviewed by investment personnel with no interest in the transaction.

d. Investment personnel shall not accept gifts from any person or entity doing business with or on behalf of the Corporation, other than de minimis gifts or meals.

e. Investment personnel shall not serve on the boards of directors of any publicly traded corporation, other than the Corporation, without the prior approval of the Compliance Officer.

f. Unless exempted under Section VI below, investment personnel shall not profit from the sale and purchase, or purchase and sale within sixty
(60) calendar days, of any beneficial interest in the same or equivalent securities.

g. Unless exempted under Section VI below, no portfolio manager shall purchase or sell, directly or indirectly, any security in which he has, or by reason of such transaction, acquires any direct or indirect beneficial interest within seven (7) calendar days of the purchase or sale by the Corporation of the security.

VI. EXEMPTED TRANSACTIONS

The prohibitions of Section V of the code shall not apply to:

a. purchases or sales effected in any account over which an access person has no direct or indirect influence or control;

b. purchases or sales which are nonvolitional on the part of the access person or the Corporation;

c. purchases which are part of an automatic dividend reinvestment plan;

d. purchases effected upon the exercise of rights issued pro rata to all holders of a class of securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired;

e. purchases or sales of securities made by a portfolio manager within seven (7) days before the purchase or sale by the Corporation of the security that are determined by the Compliance Officer (i) to be made by the portfolio manager without actual knowledge of the incipient purchase or sale by the Corporation, (ii) to be securities of highly capitalized companies that are widely traded, and (iii) to involve an amount of less than $20,000;

f. sales of securities made by investment personnel within sixty
(60) days of the purchase of the same or equivalent securities where it is determined by the Compliance Officer that the sale was not one of an ongoing series of short term sales and purchases and that the timing of the sales was not a part of a design to reap short term trading profits;

g. the restrictions of section V.a. shall not apply to any independent director who executes a securities transaction without actual knowledge that the Corporation has an outstanding buy or sell pending in the same security.

VII. PRECLEARANCE OF SECURITIES TRANSACTIONS

a. Every access person shall obtain prior approval from the Compliance Officer before purchasing or selling directly or indirectly, any security in any account over which the access person has a beneficial interest. This requirement shall apply to an independent director only if the independent director has actual knowledge at the time of his purchase or sale that the Corporation was considering the purchase or sale of the security.

b. Access persons are not required to preclear the following transactions:

i. purchases or sale of securities in any account managed on a discretionary basis by a person other than the access person and with respect to which such access person does not in fact influence or control the transactions;

ii. purchases which are part of an automatic dividend or distribution reinvestment plan;

iii. purchases caused by the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired.

VIII. REPORTING REQUIREMENTS

a. Securities transactions

i. General Requirement to Report. Every access person shall submit a report ("Securities Transaction Report") to the Compliance Officer which contains the

information described in Section VIII.a.iv. of this Code with respect to transactions in any security in which such access person has, or, by reason of such transaction, acquires any direct or indirect beneficial interest in the security or with respect to any security in which the individual has a beneficial interest at the time he becomes an access person.

ii. Exemptions From Reporting Requirements.

(A) A person need not make a report under paragraph VIII of this Code with respect to transactions offered for, and Covered Securities held in, any account over which the person has no direct or indirect influence or control.

(B) A director of the Corporation who is not an "interested person" of the Corporation within the meaning of section 2(a)(19) of the Act [15 U.S.C. 80a-2(a)(19)], and who would be required to make a report solely by reason of being a director of the Corporation, need not make:

(1) An initial holdings report or an annual holdings report.

(2) A quarterly transaction report, unless the director knew or, in the ordinary course of fulfilling his or her official duties as a Corporation director, should have known that during the 15-day period immediately before or after the director's transaction in a Covered Security, the Corporation purchased or sold the Covered Security, or the Corporation or the Adviser considered purchasing or selling the Covered Security.

(C) No access person shall be required to submit a Securities Transaction Report under this Code if such report would duplicate information recorded and filed with the Adviser pursuant to Rule 204-2(a)(12) or 204-2(a)(13) under the Investment Advisers Act of 1940 (such as the Securities Transaction Report for the Adviser).

iii. Time Period Within Which Reports Must Be Filed.

(A) An initial holdings report must be filed no later than 10 days after the person becomes an access person;

(B) Every quarterly Securities Transaction Report by an access person shall be made not later than ten
(10) calendar days after the end of the calendar quarter in which the transaction to which the Report relates was effected or in which the individual becomes an access person.

iv. Quarterly Reports. Every quarterly Securities Transaction Report shall contain the following information:

(A) the date of the transaction, the title and the number of shares, and the principal amount of each security involved;

(B) the nature of the transaction (i.e., purchase, sale, or any other type of acquisition or disposition);

(C) the price at which the transaction was effected;

(D) the name of the broker, dealer, bank with or through whom the transaction was effected;

(E) the interest rate and maturity date (if applicable); and

(F) the date that the report is submitted by the access person.

(G) if the access person during the quarter established a new account in which any securities were held for the direct or indirect benefit of the access person, provide:

1) The name of the broker dealer or bank with whom the access person established the account;

2) The date the account was established; and

3) The date that the report is submitted by the access person.

v. Initial Reports. Every initial holdings report shall contain the following information:

(A) the title and the number of shares, and the principal amount of each security in which the access person has any direct or indirect beneficial ownership on the date the person becomes an access person;

(B) the name of any broker, dealer or bank with whom the access person maintained an account in which any securities were held for the direct or indirect benefit of the access person as of the date the person became an access person.

vi. Annual Reports. Every annual holdings report shall contain the following information current as of a date no more than 30 days before the report is submitted:

(A) the title, number of shares and principal amount of each security in which the access person has any direct or indirect beneficial ownership;

(B) the name of any broker, dealer or bank with whom the access person maintained an account in which any securities were held for the direct or indirect benefit of the access person as of the date the person became an access person;

(C) the date that the report is submitted by the access person.

vii. Report Not an Admission of Beneficial Interest. Any such Securities Transaction Report may contain a statement that the Report shall not be construed as an admission by the person making such Report that he has any direct or indirect beneficial interest in the security to which the report relates.

b. 1/2 of 1% Ownership Position Report. Every access person shall report immediately to the Compliance Officer the name of any publicly owned company (or any company anticipating a public offering of an equity security) and the total number of such company's shares beneficially owned by him if such ownership is more than 1/2 of 1% of the total outstanding shares of such company.

c. Adverse Interests. Every access person shall report immediately to the Compliance Officer any beneficial interest of the access person in any party with which he deals on behalf of the Corporation.

d. Broker Reports. All access persons shall direct their brokers to supply to the Compliance Officer duplicate copies of confirmations of all securities transactions beneficially owned by them when furnished to the access person and copies of all periodic statements of securities held. This shall not require a second set of duplicate copies from any access person already complying with NASD rules.

e. Annual Certification. Each access person shall certify annually that the is aware of, subject to, and has compiled with all of the requirements of this Code.

f. Administration of Code of Ethics. The Corporation, the Adviser, and the Distributor must use reasonable diligence and institute procedures reasonably necessary to prevent violations of the Code. No less frequently than annually, the Corporation, the Adviser, and Distributor must furnish to the Corporation's board of directors, and the board of directors must consider, a written report that:

1. Describes any issues arising under the Code or procedures since the last report to the board of directors, including, but not limited to, information about material violations of the code or procedures and sanctions imposed in response to the material violations; and

2. Certifies that the Corporation, the Adviser, and the Distributor have adopted procedures reasonably necessary to prevent access persons from violating the Code.

IX. SANCTIONS

It shall be the responsibility of the Compliance Officer to identify all access persons who are required to make initial holdings reports and quarterly Securities Transactions Reports and must inform these access persons of their reporting obligation. It shall be the responsibility of the Compliance Officer to receive and maintain all reports submitted by an access person and to use reasonable diligence and institute procedures reasonably necessary to monitor the adequacy of

such report and to otherwise prevent or detect violations of this Code. Upon discovering a material violation of this Code involving any access person, it shall be the responsibility of the Compliance Officer to report such violation to the Board of Directors of the Corporation. The Board of Directors may impose such sanctions against the access person determined to have violated this Code as such Board deems appropriate, including inter alia, forfeiture of profits made in the transaction, a letter of censure or suspension or termination of the employment, officership or directorship of the violator with the Corporation. No director shall participate in a determination of whether he has committed a violation of this Code or of the imposition of any sanction against himself.

X. RECORD RETENTION

The Corporation, on behalf of each series of the Corporation currently existing or created in the future, shall maintain records in the manner and to the extent set forth below, which records may be maintained on microfilm under the conditions described in Rule 31a-2(f)(1) under 1940 Act, and shall be available for examination by the Securities and Exchange Commission or any representative of the Commission at any time and from time to time for reasonable periodic, special or other examination:

a. Retention of Copy of Statement. A copy of the Code that is in effect, or that at any time within the past five years was in effect, shall be preserved in an easily accessible place;

b. Record of Violations. A record of any violation of this Code and of any action taken as a result of such violation shall be preserved in any easily accessible place for a period of not less than five (5) years following the end of the fiscal year in which the violation occurs;

c. Copy of Reports.

i. A copy of each report made by an access person pursuant to this Code must be preserved for a period of not less than five (5) years from the end of the fiscal year in which such report is made, the first two (2) years in an easily accessible place; and

ii. A copy of each report required by paragraph VIII(f) of this section must be maintained for at least five years after the end of the fiscal year in which it is made, the first two years in an easily accessible place.

d. List of Access Persons. A list of all persons who are, or within the past five (5) years of business have been required to make reports pursuant to Rule 17j-1 and/or this Code, or who are or were responsible for reviewing these reports, shall be maintained in an easily accessible place; and

e. Sites of Records to be Kept. All such records and/or documents required to be maintained pursuant to this Code and/or Rule 17j-1 shall be kept at the offices of the Corporation.

f. Record of Decisions. The Compliance Officer must maintain a record of any decision, and the reasons supporting the decision, to approve the acquisition by investment

personnel of securities for at least five years after the end of the fiscal year in which the approval is granted.

XI. CONFIDENTIAL

All reports and other records required to be filed or maintained under this Code shall be treated as confidential.

XII. INTERPRETATION OF PROVISIONS

The Board of Directors of the Corporation may, from time to time, adopt such interpretations of this Code as such Board deems appropriate.

XIII. AMENDMENTS TO CODE

Any amendment to the Code shall be deemed an amendment to Section IV of this Code, effective thirty (30) calendar days after written notice of such amendment shall have been received by the Secretary of the Corporation, unless the Board expressly determines that such amendment shall become effective on an earlier date or shall not be adopted.

I have read this Code of Ethics and understand it. I agree to comply fully with all the above provisions.

EXHIBIT 16.(b).

STATE STREET MASTER FUNDS (THE "TRUST")

CODE OF ETHICS

I. DEFINITIONS

1. "Access Person" shall have the same meaning as that set forth in Rule 17j-1(a)(1) of the 1940 Act.

2. "Adviser" shall mean State Street Bank and Trust Company.

3. "Adviser Access Person" shall mean a director, officer or advisory person, as defined in Rule 17j-1(a)(2), of the Adviser who, with respect to the Trust, makes any recommendation, participates in the determination of which recommendation shall be made, or whose principal function or duties relate to the determination of which recommendation shall be made to the Trust; or who, in connection with his or her duties, obtains any information concerning securities recommendations being made by the Adviser to the Trust.

4. "Adviser's Code of Ethics" shall mean the Code of Ethics of State Street Bank and Trust Company with respect to personal securities transactions.

5. "Beneficial Ownership" shall be interpreted in the manner as it would be in determining whether a person is subject to the provisions of
Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

6. A Security is being "considered for purchase or sale" by a Fund when a recommendation that such Fund purchase or sell the Security has been made by the Adviser or an Access Person of the Adviser or Trust. "Code" shall mean this Code of Ethics.

7. "Control" shall have the same meaning as that set forth in
Section 2(a)(9) of the 1940 Act. Generally it means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company.

8. "Compliance Officer" shall mean (i) with respect to the Adviser, a person designated by the Adviser to receive reports and take certain actions, as provided in the Adviser's Code of Ethics, and (ii) with respect to the Trust, a person designated by the Trust to receive reports and take certain actions, as provided in this Code of Ethics.

9. "Fund" or "Funds" shall mean such portfolio or series of the Trust.

10. "Interested Person" shall have the meaning as considered in
Section 2(a)(19) of the 1940 Act.

11. "Independent Trustee" shall mean any Trustee of the Trust who is not an Interested Person of the Trust.

12. An "Initial Public Offering" means an offering registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934.

13. "Investment Company Access Person" shall mean a trustee, officer or advisory person, as defined in Rule 17j-1(a)(2), of the Trust other than an Independent Trustee or an Adviser Access Person.

14. "Investment Personnel" of the Trust or the Adviser shall mean
(a) any employee of the Trust or the Adviser (or of any company in a control relationship to the Trust or the Adviser) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by the Trust; and (b) any natural person who controls the Trust or the Adviser and who obtains information concerning recommendations made to the Trust regarding the purchase or sale of securities by the Trust.

15. "Limited Offering" means an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) or pursuant to rule 504, rule 505, or rule 506 under the Securities Act of 1933.

16. "Purchase" or "sale" of a security includes, among other things, the writing of an option to purchase or sell a security.

17. "Security" shall have the same meanings as that set forth in
Section 2(a)(36) of the 1940 Act (generally, all securities) except that it shall not include securities issued by the Government of the United States or an agency or instrumentality thereof (including all short-term debt securities which are "government securities" within the meaning of Section 2(a)(16) of the 1940 Act), bankers' acceptances, bank certificates of deposit, commercial paper and shares of registered open-end investment companies.

18. "Trust" means the State Street Master Funds.

II. CODE PROVISIONS APPLICABLE TO ALL ACCESS PERSONS

No Access Person of the Trust, in connection with the purchase or sale, directly or indirectly, by such Access Person of a Security held or to be acquired by the Trust, shall:

1. employ any device, scheme or artifice to defraud the Trust;

2. make to the Trust any untrue statement of a material fact or omit to state to the Trust a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

3. engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon the Trust; or

4. engage in any manipulative practice with respect to the Trust.

III. CODE PROVISIONS APPLICABLE ONLY TO ADVISER ACCESS PERSONS

1. Code of Ethics. The provisions of the Adviser's Code of Ethics are hereby adopted as the Code of Ethics of the Trust applicable to Adviser Access Persons. A violation of the Adviser's Code of Ethics by any Adviser Access Person shall also constitute a violation of this Code of Ethics.

2. Reports. Adviser Access Persons shall file the reports required by the Adviser's Code of Ethics. Such filings shall be deemed to be filings with the Trust under this Code of Ethics, and shall at all times be available to the Trust.

3. Review and Sanctions. At periodic intervals established by the Trustees of the Trust, but no less frequently than annually, the Compliance Officer of the Adviser shall report to the Board of Trustees of the Trust all material violations by Adviser Access Persons of the Adviser's Code of Ethics during such period and the corrective action taken by the Adviser.

IV. CODE PROVISIONS APPLICABLE ONLY TO INDEPENDENT TRUSTEES OF THE TRUST

1. Prohibited Purchases and Sales. No Independent Trustee of the Trust shall purchase or sell, directly or indirectly, any Security in which such Independent Trustee has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership and which to such Independent Trustee's actual knowledge at the time of such purchase or sale:

(a) is being considered for purchase or sale by a Fund; or

(b) is being purchased or sold by a Fund.

2. Exempted Transactions. The prohibitions of Section IV.1 of this Code shall not apply to:

(a) purchases or sales effected in any account over which the Independent Trustee has no direct or indirect influence or control;

(b) purchases or sales which are non-volitional on the part of the Independent Trustee;

(c) purchases or sales which are part of an automatic dividend reinvestment plan;

(d) purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired;

(e) sales of securities held in a margin account to the extent necessary in order to meet margin requirements;

(f) purchases or sales other than those exempted in (a) through (e) above, (i) which will not cause the Independent Trustee to gain improperly a personal profit as a result of such Independent Trustee's relationship with the Trust, or (ii) which are only remotely potentially harmful to a Fund because the proposed transaction would be unlikely to affect a highly institutional market, or (iii) which, because of the circumstances of the proposed transaction, are not related economically to the Securities purchased or sold or to be purchased or sold by a Fund, and in each case which are previously approved by the Compliance Officer of the Trust, which approval shall be confirmed in writing.

3. Reporting.

(a) Whether or not one of the exemptions listed in Section
IV.2 hereof applies, each Independent Trustee of the Trust shall file with the Compliance Officer of the Trust a dated written report containing the information described in Section
IV.3(b) of this Code with respect to each transaction in any Security in which such Independent Trustee has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership, if such Independent Trustee, at the time the transaction was entered into, actually knew, or in the ordinary course of fulfilling official duties as a trustee of the Trust should have known, that during the 15-day period immediately preceding or after the date of that transaction:

(i) such Security was or is to be purchased or sold by a Fund, or

(ii) such Security was or is being considered for purchase or sale by a Fund;

provided, however, that such Independent Trustee shall not be required to make a report with respect to any transaction effected for any account over which such Independent Trustee does not have any direct or indirect influence or control. Each such report shall be deemed to be filed with the Trust for purposes of this Code, and may contain a statement that the report shall not be construed as an admission by the Independent Trustee that such Independent Trustee has any direct or indirect Beneficial Ownership in the Security to which the report relates.

(b) Such report shall be made not later than 10 days after the end of the calendar quarter in which the transaction to which the report relates was effected, and shall contain the following information:

(i) the date of the transaction, the title of and the number of shares, and the principal amount of each Security involved;

(ii) the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

(iii) the price at which the transaction was effected; and

(iv) the name of the broker, dealer or bank with or through whom the transaction was effected.

Any report concerning a purchase or sale prohibited under Section IV.1 hereof with respect to which the Independent Trustee relies upon one of the exemptions provided in Section IV.2 shall contain a brief statement of the exemption relied upon and the circumstances of the transaction.

4. Review. The Compliance Officer of the Trust shall review or supervise the review of the personal securities transactions reported pursuant to Section IV.3. As part of that review, each such reported securities transaction shall be compared against completed and contemplated portfolio transactions of the Trust to determine whether a violation of this Code may have occurred. If the Compliance Officer of the Trust determines that a violation may have occurred, the Compliance Officer of the Trust shall submit the pertinent information regarding the transaction to the Trustees of the Trust. The Trustees shall evaluate whether a material violation of this Code has occurred, taking into account all the exemptions provided under Section
IV.2. Before making any determination that a violation has occurred, the Trustees shall give the person involved an opportunity to supply additional information

regarding the transaction in question and shall consult with counsel for the Independent Trustee whose transaction is in question.

5. Sanctions. If the Trustees of the Trust determine that a material violation of this Code has occurred, the Trustees may take such action and impose such sanctions as said Trustees deem appropriate.

V. CODE PROVISIONS APPLICABLE ONLY TO INVESTMENT COMPANY ACCESS PERSONS

1. Prohibited Purchases and Sales. No Investment Company Access Person shall purchase or sell, directly or indirectly, any Security in which such Investment Company Access Person has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership and which to such Investment Company Access Person's actual knowledge as the time of such purchase or sale:

(a) is being considered for purchase or sale by a Fund; or

(b) is being purchased or sold by a Fund.

2. Exempted Transactions. The prohibitions of Section V.1 of this Code shall not apply to:

(a) purchases or sales effected in any account over which the Investment Company Access Person has no direct or indirect influence or control;

(b) purchases or sales which are non-volitional on the part of the Investment Company Access Person;

(c) purchases or sales which are part of an automatic dividend reinvestment plan;

(d) purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired;

(e) sales of securities held in a margin account to the extent necessary in order to meet margin requirements;

(f) purchases or sales other than those exempted in (a) through (e) above, (i) which will not cause the Investment Company Access Person to gain improperly a personal profit as a result of such Investment Company Access Person's relationship with the Trust, or (ii) which are only remotely potentially harmful to a Fund because the proposed transaction would be unlikely to affect a highly institutional market, or (iii) which, because of the circumstances of the proposed transaction, are not related economically to the Securities purchased or sold or to be purchased or sold by a Fund, and in each case which are previously approved by the Compliance Officer of the Trust, which approval shall be confirmed in writing.

3. Reporting. Whether or not one of the exemptions listed in
Section V.2 hereof applies, each Investment Company Access Person shall file with the Compliance Officer of the Trust:

(a) within 10 days of becoming an Investment Company Access Person, a dated initial holdings report. Such report shall contain the title of, the number of shares of, and the principal amount of each security beneficially owned by the Investment Company Access Person. Such report shall also list the name of any broker, dealer or bank with whom the Investment Company Access person maintained an account in which any securities were held for the direct or indirect benefit of the Investment Company Access Person as of the date the person became an Investment Company Access Person;

(b) an annual holdings report which updates the information provided in the initial holdings report. Such report shall provide the information required in subparagraph (a) above, which information must be as of a date no more than 30 days prior to the date such report is submitted;

(c) a quarterly dated transaction written report containing the information described below with respect to each transaction in any Security in which such Investment Company Access Person has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership; provided, however, that such Investment Company Access Person shall not be required to make a report with respect to any transaction effected for any account over which such Investment Company Access Person does not have any direct or indirect influence or control. Each such report shall be deemed to be filed with the Trust for purposes of this Code, and may contain a statement that the report shall not be construed as an admission by the Investment Company Access Person that he or she has any direct or indirect Beneficial Ownership in the Security to which the report relates. Such report shall be made not later than 10 days after the end of the calendar quarter in which the transaction to which the report relates was effected, and shall contain the following information:

(i) the date of the transaction, the title of and the number of shares, and the principal amount of each Security involved;

(ii) the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

(iii) the price at which the transaction was effected; and

(iv) the name of the broker, dealer or bank with or through whom the transaction was effected.

Any report concerning a purchase or sale prohibited under Section V.1 hereof with respect to which the Investment Company Access Person relies upon one of the exemptions provided in Section V.2 shall contain a brief statement of the exemption relied upon and the circumstances of the transaction.

4. Review. The Compliance Officer of the Trust shall review or supervise the review of the personal securities transactions reported pursuant to Section V.3. As part of that review, each such reported securities transaction shall be compared against completed and contemplated portfolio transactions of the Trust to determine whether a violation of this Code may have occurred. If the Compliance Officer of the Trust determines that a violation may have occurred, the Compliance Officer of the Trust shall submit the pertinent information regarding the transaction to the Trustees of the Trust. The Trustees shall evaluate whether a material violation of this Code has occurred, taking into account all the exemptions provided under Section V.2. Before making any determination that a violation has

occurred, the Trustees shall give the person involved an opportunity to supply additional information regarding the transaction in question and shall consult with counsel for the Investment Company Access Person whose transaction is in question.

5. Sanctions. If the Trustees of the Trust determine that a material violation of this Code has occurred, the Trustees may take such action and impose such sanctions as said Trustees deem appropriate.

6. Exception to Reporting Requirements. No Investment Company Access Person shall be required to comply with the provisions of Section V.3.(c) hereof if the report required thereunder would duplicate information contained in broker trade confirmations or account statements timely received by the Designated Person of the Trust.

VI. CODE PROVISIONS APPLICABLE ONLY TO INESTMENT PERSONNEL

Investments in IPOs and Limited Offerings. Investment Personnel must obtain approval from the Compliance Officer of the Trust or the Adviser prior to directly or indirectly acquiring beneficial ownership in any securities in an Initial Public Offering or in a Limited Offering. In granting such approval, the Compliance Officer shall consider, among other factors, whether the investment opportunity in question should be reserved for the Trust and whether the opportunity is being offered to an individual by virtue of his position with the Trust or the Adviser.

VII. MISCELLANEOUS PROVISIONS

1. Approval of Code. This Code shall be deemed to be Trust's Code of Ethics upon approval by the Trustees of the Trust, including a majority of the Independent Trustees.

2. Amendment or Revision of the Code. Any amendment to or revision of this Code of Ethics shall be promptly furnished to the Trust's Trustees and any material amendment to or revision of this Code of Ethics must be approved by the Trustees, including a majority of the Independent Trustees, no later than six months after adoption of such amendment or revision.

3. Amendment or Revision of Adviser's Code of Ethics. Any amendment or revision of the Adviser's Code of Ethics shall be deemed to be an amendment or revision of Section III.1 of this Code, and such amendment or revision shall be promptly furnished to the Independent Trustees of the Trust.

4. Annual Issues and Certification Report. At periodic intervals established by the Trustees of the Trust, but no less frequently than annually, the Compliance Officer of the Trust shall provide a written report to the Trustees of the Trust regarding any issues which arose under this Code of Ethics since the last report to the Board of Trustees, including, but not limited to, information about material Code or procedure violations and sanctions imposed in response to any material violations. In addition, the Compliance Officer of the Trust will provide to the Trustees of the Trust in writing a certification that the Trust has adopted procedures reasonably necessary to prevent Investment Company Access Persons from violating this Code of Ethics.

5. Records. The Trust shall maintain records in the manner and to the extent set forth below, which records may be maintained on microfilm under the conditions described in Rule 31a-2(f)(1) under the 1940 Act and shall be available for examination by representatives of the Securities and Exchange Commission:

(a) A copy of this Code and any other code that is, or at any time within the past five years has been, in effect shall be preserved in an easily accessible place;

(b) A record of any violation of this Code and of any action taken as a result of such violation shall be preserved in an easily accessible place for a period of not less than five years following the end of the fiscal year in which the violation occurs;

(c) A copy of each report made pursuant to this Code shall be preserved for a period of not less than five years from the end of the fiscal year in which its is made, the first two years in an easily accessible place; and

(d) A list of persons who are, or within the past five years have been, required to make reports pursuant to this Code shall be maintained in an easily accessible place.

6. Confidentiality. All reports of securities transactions and any other information filed with the Trust or furnished to any person pursuant to this Code shall be treated as confidential, but are subject to review as provided herein and by representatives of the Securities and Exchange Commission.

7. Interpretation of Provisions. The Trustees of the Trust may from time to time adopt such interpretation of this Code as they deem appropriate.

8. Effect of Violation of this Code. In adopting Rule 17j-1, the Securities and Exchange Commission specifically noted in Investment Company Act Release No. 11421 that a violation of any provision of a particular code of ethics, such as this Code, would not be considered a per se unlawful act prohibited by the general anti-fraud provisions of the Rule. In adopting this Code of Ethics, it is not intended that a violation of this Code is or should be considered to be a violation of Rule 17j-1.

Adopted: May 17, 2000

Code of Ethics
July, 2000

[SSgA LOGO]

SSgA Funds Management Inc.

Statement of General Principles...................................................1
Applicability of Code to Employees of Non-US Offices..............................1
What is the Code of Ethics........................................................2
Section 1 - Definitions...........................................................2
Section 2 - Exempted Transactions.................................................6
Section 3 - Trading Restrictions
        A.   Personal Securities Transactions "Black-out"
             Trading Restricitions................................................6
        B.  Securities Maintained on an "Approved List"...........................8
Section 4 - Preclearance
        A.   Preclearance of Securities Transaction..............................12
        B.   Short-term Trading..................................................12
Section 5 - Reporting............................................................13
Section 6 - Annual Certification.................................................16
Section 7 - Exemptive Relief.....................................................16
Section 8 - Violations and Sanctions.............................................16
Section 9 - Issues Forum.........................................................17

July, 2000

CODE OF ETHICS
STATE STREET GLOBAL ADVISORS
("SSgA")

Statement of General Principles

In addition to any particular duties or restrictions set forth in the SSgA Code of Ethics (the "Code"), every employee of the Adviser must adhere to the following general principles:

I. Since our clients have entrusted us with their assets, we must, at all times, place the interests of these clients first. These clients include the mutual funds which we advise, participants in the State Street Bank and Trust Company collective investment vehicles and those clients for whom we manage discretionary accounts.

II. Transactions executed for the employee's personal account must be conducted in a manner consistent with this Code and in such a manner as to avoid any actual or perceived conflict of interest or any abuse of the employee's position of trust and responsibility.

III. Employees are encouraged to make investment decisions regarding their personal accounts with a long term view. Short-term trading is strongly discouraged.

IV. Employees must not take inappropriate advantage of their position.

Applicability of Code to Employees of Non-US Offices

Employees of the Adviser's Non-US offices are subject to the terms of the Code. In addition, however, such employees remain subject to any local laws and regulations affecting personal investments, investments on behalf of customers and other activities governed by the Code. It is the responsibility of each employee to adhere to such regulations. In the event of any inconsistency between local law or regulation and the terms of this Code, the employee must adhere to the highest applicable standard.

July, 2000

WHAT IS THE CODE OF ETHICS?

The Code of Ethics, hereafter referred to as the "Code", is the policy statement that State Street Global Advisors has adopted which primarily governs personal securities transactions of its employees. It is designed to ensure that employees conduct their personal securities transactions in a manner which does not create an actual or potential conflict of interest to the bank's business or fiduciary responsibilities. In addition, the Code establishes standards that prohibit the trading in or recommending of securities based upon material, non-public information or the tipping of such information to others.

The SSgA Risk Management and Compliance Department oversees overall compliance with the Code. Failure to comply with the Code could result in company imposed sanctions, and possible criminal and civil liability, depending on the circumstances.

SECTION 1 - DEFINITIONS

A. "Access Person" or " Investment Personnel" as defined by Rule 17j-1 under the Investment Company Act of 1940, as amended ("the 1940 Act"), means "any Portfolio Manager, Investment Person or Reporting Associate of State Street Global Advisors or of such other divisions as determined by the Adviser from time to time, and any other employee of the Adviser designated as an Access Person by the Compliance Officer by virtue of his or her stature within the organization."

The following Access Person levels have been established by the SSgA Boston office. The levels reflect the minimum requirements of the Code of Ethics. A listing of Access Persons is maintained by the local Compliance Officer. The local Compliance Officer, at his or her discretion, can impose higher standards in their local environment.

1. "Portfolio Manager" (Level 1) means "the persons identified by the Adviser, as the portfolio manager or back-up portfolio manager of a Fund."

2. "Investment Person" (Level 2) means "any employee of the Adviser who, in connection with his or her regular functions or duties,

July, 2000 -2-

makes, participates in, or obtains information regarding the purchase or sale of a Security by a Fund prior to or contemporaneous with such purchase or sale, or whose functions relate to the making of any recommendations with respect to such purchase or sale."

3. "Reporting Associate" (Level 3) means "(i) any director, officer or employee of the Adviser who, with respect to any Fund, makes any recommendation, participates in the determination of which recommendation will be made, or whose principal function or duties relate to the determination of which recommendation will be made, or who, in connection with his or her duties, obtains any information concerning recommendations on Securities being made by the Adviser to any Fund, and (ii) any employee of the Adviser who, in connection with his or her regular functions or duties, makes, participates in or obtains information regarding the purchases or sales of Securities made by a Fund or whose functions relate to the making of any recommendations with respect to the purchases or sales.

B. "Adviser" means "State Street Global Advisors" and any other investment advisory division of State Street Bank and Trust Company, "State Street Global Advisors, Inc." and any subsidiary thereof, "State Street Brokerage" and "State Street Banque, S.A." and such other entities as from time to time designated by the Compliance Officer.

C. "Approved List" means Securities followed by the Global Fundamental Research Group and tracked on the Approved List. Securities may be added, removed, or undergo periodic ratings changes.

D. "Associated Portfolio" means with respect to an Access Person any Portfolio in the fund group for which such person acts as a Portfolio Manager, Investment Person or Reporting Associate (e.g., accounts for which the Access Person is Portfolio Manager, designated Back-up Portfolio Manager).

E. "Beneficial Ownership" shall be interpreted in the same manner as it would be in determining whether a person is subject to the provisions of
Section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder, except

July, 2000 -3-

that the determination of direct or indirect Beneficial Ownership shall apply to all Securities which an Access Person has or acquires other than those Securities which are acquired through dividend reinvestment.

Beneficial Ownership generally extends to accounts in the name of:

- the Access Person;

- the Access Person's spouse;

- the Access Person's minor children;

- the Access Person's adult children living in the Access Person's home; and

- any other relative whose investments the Access Person directs (regardless of whether he or she resides in the Access Person's home).

Beneficial Ownership also includes accounts of another person or entity if by reason of any contract, understanding, relationship, agreement or other arrangement the Access Person obtains therefrom benefits substantially equivalent to those of ownership. Access Persons should contact the local Compliance Officer regarding any questions they may have concerning Beneficial Ownership.

F. "Compliance Officer" shall mean the person identified by the State Street Global Advisors division of the Adviser, from time to time, as the local Compliance Officer of SSgA.

G. "Control" means the power to exercise a controlling influence over an account.

H. "de minimis transaction" is a personal trade that, when client orders are pending, meets the following conditions: i) proposed personal trade does not exceed 2% of the average 10 day trading volume in the subject security, AND ii) pending client orders do not exceed the 2% limit.

I. "Fund" or "Funds" means "any mutual fund, bank collective fund, common trust fund, separate account or other type of account advised or sub-advised by the Adviser."

J. "Fundamental Access Person" means "any Access Person (Level 1-3) who either has access to or receives updates concerning the fundamental research (as distinguished from

July, 2000 -4-

the quantitative management process) used in connection with the managing a Fund, and who is identified as such on a list maintained by the Compliance Department."

K. "Level 4 Person" means " any individual employed by the Adviser who is not an Access Person (Level 1-3) and who is identified as a Level 4 Person by SSgA Risk Management and Compliance."

L. "Portfolio" means "any investment portfolio of a Fund."

M. "Purchase or Sale of a Security" includes, among other things, the writing of an option to purchase or sell a Security.

N. "Security" shall have the meaning set forth in Section 2(a)(36) of the 1940 Act, provided that "Security" shall NOT include direct obligations of the government of the United States, bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements, and shares issued by an open-end investment company registered under the 1940 Act (e.g., open-end mutual funds.)

This definition of "Security" includes, but is not limited to: any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificates of interest or participation in any profit-sharing agreement, any put, call, straddle, option or privilege on any Security or on any group or index of Securities, or any put, call, straddle, option or privilege entered into on a national securities exchange relating to foreign currency.

Further, for the purpose of this Code, "Security" shall include any commodities contracts as defined in Section 2(a)(1)(A) of the Commodity Exchange Act. This definition includes but is not limited to futures contracts on equity indices.

Any questions as to whether a particular investment constitutes a "Security" should be referred to the local Compliance Officer.

O. "Short-term Trading" means buying and selling or selling and buying the same security within a 60 day period.

July, 2000 -5-

SECTION 2 - EXEMPTED TRANSACTIONS

The "Trading Restrictions" (Section 3A) and "Preclearance" requirements (Section 4) of this Code shall not apply to:

A. Purchases or sales effected in any account over which the Access Person or Level 4 Person has no direct or indirect influence or control (e.g., assignment of management discretion in writing to another party). However, if management authority is ceded to a person in the same household (spouse, dependent children or other individual living in the same household as the Access Person or the Level 4 Person), then trading restrictions and preclearance requirements still have to be met.

B. Acquisition of a Security due to dividend reinvestment or similar automatic periodic investments process or through the exercise of rights, warrants or tender offers. However, these transactions remain subject to the Code's "Reporting" requirements as set forth in Section 5.

C. Securities issued by the U.S. Government or an agency or instrumentality thereof. However, only direct obligations of the U.S. Government are exempt from the reporting requirements set forth in Section 5.

E. With respect to Access Persons employed in a non-US office, purchases or sales of Securities issued by the government of the country in which such office is located. However, these transactions remain subject to the Code's "Reporting" requirements as set forth in Section 5.

SECTION 3 - TRADING RESTRICTIONS/PROHIBITIONS

A. PERSONAL SECURITIES TRANSACTION "BLACK-OUT" TRADING RESTRICTIONS

1. Prohibited trading "black-out" periods. The following categories of personnel are subject to the following restrictions upon execution of personal securities transactions for his or her own personal account or on behalf of an account in which he or she has Beneficial Ownership:

July, 2000 -6-

(a) "Pending order" restriction. Subject only to the de minimis transaction exceptions noted below, no Access Person (Level 1-3) may purchase or sell a Security or any equivalent Security with respect to which such Access Person knows or should have known that any Fund (i) has outstanding a purchase or sale order (the "pending order"), or (ii) is considering purchasing or selling.

A Fund "is considering purchasing or selling" a Security when a recommendation has been made and communicated and, with respect to the person making the recommendation, when such person seriously considers making such recommendation.

(b) Seven-day restriction. No Portfolio Manager may purchase or sell a Security or any equivalent security within seven (7) calendar days after the trade date of a purchase or sale of the same Security or any equivalent Security by or on behalf of any Associated Portfolio.

In the event that a transaction in a Security is effected in contravention of either of the two forgoing restrictions, the Access Person or Portfolio Manager involved shall, as soon as practicable after becoming aware of the violative nature of his or her personal transaction (irrespective of any pre-execution clearance which may have been previously granted for the transaction), promptly, (I) advise the office of the Compliance Officer of the violation, and (II) comply with whatever directions which the Compliance Officer may issue in order for the violation to be fully and adequately rectified.

2. de minimis transaction exceptions to the "pending order" restriction. An Access Person shall be excepted from the "pending order" restriction with respect to any de minimis transaction; provided, however, that the de minimis transaction exception shall not be applicable for transactions effected by Portfolio Managers that would

July, 2000 -7-

otherwise be restricted pursuant to subparagraph (1)(b), above. Transactions effected pursuant to the de minimis exception remain subject to the Preclearance (Section 4) and Reporting (Section 5) requirements of this Code.

B. Securities Maintained on an "Approved List"

Employees who have access to investment strategy information developed by the Fundamental Research Group prior to or contemporaneous with its implementation are prohibited for a period of seven (7) days from purchasing or selling a Security that is added to, removed from, or which has been subject to a rating change on the Approved List.

C. ADDITIONAL PROHIBITED ACTIVITIES

1. Neither an Access Person nor Level 4 Person shall, in connection with the purchase or sale (directly or indirectly) by the Adviser, of a Security held or to be acquired by a Fund:

a. employ any device, scheme or artifice to defraud a Fund;

b. make any material misstatement to a Fund or omit any material fact in any statement to a Fund where such omission would tend to make the statement misleading;

c. engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon a Fund; or

d. engage in any manipulative practice with respect to a Fund.

July, 2000 -8-

The above prohibited activities shall at all times include, but shall not be limited to, the following:

(i) purchasing or selling securities on the basis of material(1) non-public(2) information;

(ii) purchasing or selling, knowingly, directly or indirectly, securities in such a way as to compete personally in the market with a Fund, or acting personally in such a way as to injure a Fund's transactions;

(iii) using knowledge of securities transactions by a Fund, including securities being considered for purchase or sale, to profit personally, directly or indirectly, by the market effect of such transactions.

(iv) engaging in short selling and options trading of State Street securities (except to the extent such options are issued by the Corporation as part of an employee's compensation.)

2. Each of the following activities by an Access Person or Level 4 Person shall be prohibited:

a. purchasing Securities in an initial public offering unless the transaction is approved in writing by an SSgA Compliance Officer and either:

(2) Non-public Information: information that has not been generally disclosed to the investing public. Information found in a report filed with a local regulatory agency, such as the SEC, or appearing in publications of wide circulation would be considered public.

(i)   the Access Person or Level 4 Person has a right to
      purchase the Security due to the Access Person's or Level
      4 Person's pre-existing status as a policy holder or
      depositor with respect to such Security or as a
      shareholder of a related company; or,

(ii)  the right to purchase is awarded by lottery or other
      non-discretionary method by the issuer.

b. participation in a private offering (e.g., offerings of securities not registered with a local regulatory agency, such as the SEC, stocks of privately held companies, private placements and non-publicly traded limited partnerships) without prior written consent from an SSgA Compliance Officer by use of the form attached here as Appendix C;

c. participation in a private offering and failing to disclose any subsequent conflicts of interests to the Compliance Officer. An example of this would be a portfolio manager purchasing Securities of an issuer in a private offering (with approval as detailed in 2(b) above) and then causing an Associated Portfolio to purchase Securities of the issuer without disclosing this conflict of interest.

d. using any derivative, or using any evasive tactic, to avoid the restrictions of this Code;

e. serving as a director of the following without prior written consent of State Street Global Advisors' Area Executive AND notice to the Compliance Officer:

- a publicly traded company other than State Street Corporation or its subsidiaries or its affiliates; or

-  any company the Securities of which are owned by a Fund,

f. accepting or receiving, either directly or indirectly, from any
   organization or employee thereof with which we conduct a
   business relationship (e.g., customers or vendors) a gratuity
   or anything of value in excess of one hundred (US $100) dollars
   per individual per calendar year.  A gratuity includes a gift
   of any type.

The purpose of this gratuity restriction is to allow only proper and customary business amenities. Amenities considered permissible include the following:

- occasional meals, social gatherings or meetings conducted for business purposes; or

- gifts in the nature of promotional materials, such as a pen, calendar, umbrella or the like, which are inscribed with the giver's name or a business message.

Amenities considered NOT to be permissible include, but are not limited to, the following:

- transportation expenditures, such as airfare or rental car; or

- hotel or other lodging accommodation expenditures

July, 2000 -11-

SECTION 4 - PRECLEARANCE

A. PRECLEARANCE OF SECURITIES TRANSACTIONS

Each Access Person shall preclear all transactions in Securities (other than those exempted in Section 2, above) in accordance with the Personal Transactions Preclearance Procedure via Lotus Notes.

- Preclearance must be obtained after 10:00 a.m. EST (or at such local time as is designated by each Non-US office) of the day on which the Access Person proposes to trade.

- Such preclearance is good until midnight of the day it is granted in the location of the primary exchange where the security is traded. It is also allowable to order a market trade electronically up to this time deadline. Any order not executed on the day of preclearance must be re-submitted for preclearance before being executed on a subsequent day (e.g., "good-'til-canceled" or "limit" orders must receive preclearance every day that the order is open).

- The Lotus Notes preclearance process must be used in sites where available consistent with policies established from time to time by Risk Management and Compliance.

B. SHORT-TERM TRADING

In order to monitor short-term trading activity, each Access Person is required to identify on the Quarterly Report whether he or she has traded in the proposed security within the past 60 days. Short-term trades will be monitored and reported to management to ensure that Access Persons are adhering to SSgA's long- term investment philosophy generally.

July, 2000 -12-

SECTION 5 - REPORTING

All Securities (defined in Section 1.N) are subject to the reporting requirements of this section. Such securities include, but are not limited to, those issued by the U.S. Government agencies, non-US government obligations, and open-end mutual funds (or their equivalent that are not registered in the U.S.

A. Initial Holdings Report. No later than 10 days after becoming an Access Person, whether through outside hiring or internal transfer, every Access Person shall report to the Compliance Officer the following information.

1. The title, number of share and principal amount of each Security in which the Access Person had any Beneficial Ownership when the person became an Access Person;

2. The name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person; and

3. The date the report is submitted by the Access Person.

B. Quarterly Transaction Reports. No later than 10 days after the end of each calendar quarter, every Access Person shall report to the Compliance Officer, the following information(3):

1. With respect to any transaction during the quarter in a Security in which the Access Person had any direct or indirect Beneficial Ownership:

a. The date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Security involved:

b.  The nature of the transaction, (i.e., purchase, sale, or other
    type of acquisition or disposition);

c.  The price of the Security at which the transaction was
    effected;

d.  The name of the broker, dealer or bank with or through which
    transaction was effected; and

e.  The date that the report is submitted by the Access Person.

2. With respect to any account established by the Access Person in which any securities were held during the quarter for the direct or indirect benefit of the Access Person:

a. The name of the broker, dealer, or bank with whom the Access Person established the account;

b. The date the account was established; and

c. The date the report is submitted by the Access Person.

C. Annual Holdings Reports. Annually, every Access Person shall report the following information (which information must be current as of a date no more that 30 days before the report is submitted):

1. The title, number of shares and principal amount of each Security in which the Access Person had any direct or indirect Beneficial Ownership;

2. The name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities are held for the direct or indirect benefit of the Access Person;

3. The date that the report is submitted by the Access Person.

July, 2000 -14-

D. Exceptions to Reporting Requirements. An Access Person need not make a report under this Section 5 with respect to transactions effected for, and Securities held in, any account over which the person has no direct or indirect influence or control.

E. Access Persons are required to notify any brokers, dealers, investment advisers, banks and other financial institutions with whom they have their securities trading accounts to forward duplicate confirms of any and all of their trades and periodic account statements containing trading activity to the Compliance Officer and may use the form letter attached as Appendix B to notify such financial institutions.

F. Any such report may contain a statement that the report shall not be construed as an admission by the person making such report that he or she has any direct or indirect Beneficial Ownership in the Security to which the report relates.

G. Access Persons transacting in Securities, as defined in Section 1-N. of the Code, contained in self directed pension brokerage accounts, self managed brokerage accounts (SMBA) or 401(k) retirement accounts are included in any reporting or preclearance requirements.

H. Investment in the State Street Stock Fund through the State Street 401(k) plan do not require regular preclearance or reporting. Although transactions in the State Street Stock Fund do not need to be reported, as they are not defined as a Security, employees trading in the State Street Stock Fund should be aware that these transactions are subject to the insider trading restrictions contained in the Code of Ethics and State Street's Standard of Conduct.

I. Access Persons are prohibited from engaging in short selling and options trading of State Street securities (except to the extent such options are issued by the Corporation as part of an employee's compensation).

J. State Street options granted in conjunction with an employee's compensation do not need to be precleared or reported if exercised at first opportunity as dictated by Global Human Resources. Options exercised on any other date are subject to preclearance and reporting requirements.

July, 2000 -15-

SECTION 6 - ANNUAL CERTIFICATION

All Access Persons and Level 4 Persons must certify annually that he or she has read, understands and recognizes that he or she is subject to the Code. In addition, all Access Persons must certify annually that he or she has complied with the Code and has disclosed and reported all personal securities transactions required to be disclosed or reported.

SECTION 7 - EXEMPTIVE RELIEF

An Access Person or Level 4 Person who believes that aspects of the Code impose a particular hardship or unfairness upon them with respect to a particular transaction or situation, without conferring a corresponding benefit toward the goals of the Code, may appeal to the Compliance Officer for relief from Code provision(s) relating to a particular transaction or ongoing activity or reporting requirement.

If relief is granted, the Compliance Officer may impose alternative controls or requirements. Any relief granted in this regard shall apply only to the Access Person or Level 4 Person who had sought relief and no other Access Person may rely on such individual relief unless specifically authorized by their local Compliance Officer. If circumstances warrant, the Compliance Officer may submit the anonymous request to the Code of Ethics Committee for input.

SECTION 8 - VIOLATIONS AND SANCTIONS

The Adviser will monitor compliance with the Code of Ethics and take such action as it deems appropriate designed to reasonably ensure compliance. The Adviser may establish a Code of Ethics Committee to review and develop procedures for giving effect to this Code. The Code of Ethics Committee reviews the facts and circumstances surrounding potential violations and may recommend that the Adviser impose a sanction as identified below.

Upon discovering a violation of this Code, its policies or procedures, the Adviser may impose such sanctions as it deems appropriate, including, among other things, the following:

- a letter of censure to the violator;

- a monetary fine levied on the violator;

July, 2000 -16-

- suspension of the employment of the violator;

- termination of the employment of the violator;

- civil referral to the SEC or other civil regulatory authorities determined by the Adviser or other appropriate entity; or

- criminal referral -- determined by the Adviser or other appropriate entity.

If the Adviser reasonably determines that the actions of an Access Person creates the appearance of impropriety, it may take such action as it deems necessary, including but not limited to, unwinding a trade and/or disgorgement of profits.

The Access Person or Level 4 Person is given an opportunity to appeal a Committee decision if he/she believes there are extenuating facts and circumstances of which the Committee and Compliance were unaware.

SECTION 9 - ISSUES FORUM

If you have a concern or question, you can voice this concern, i.e., issue or personal complaint on an anonymous basis by submitting it in writing to:

State Street Global Advisors
Attention: Compliance Officer
P.O. Box 9185
Boston, MA 02209

July, 2000 -17-

EXHIBIT 16.(c).

DEUTSCHE ASSET MANAGEMENT

CODE OF ETHICS

AS APPROVED: JULY 2001

A Member of the
DEUTSCHE BANK GROUP LOGO [/]

Last Revised: November 2001

   I.      OVERVIEW.............................................................1

  II.      GENERAL RULE.........................................................1

 III.      DEFINITIONS..........................................................2

  IV.      RESTRICTIONS.........................................................3
               General..........................................................3
               Specific Blackout Period Restrictions............................3
               New Issues (IPOs)................................................5
               Short-Term Trading...............................................5
               Restricted List..................................................5
               Private Placements...............................................5

   V.      COMPLIANCE PROCEDURES................................................6
               Designated Brokerage Accounts....................................6
               Pre-Clearance....................................................6
               Reporting Requirements...........................................6
               Confirmation of Compliance with Policies.........................7

  VI.      OTHER PROCEDURES/RESTRICTIONS........................................7
               Service on Boards of Directors...................................7
               Gifts............................................................7
               Rules for Dealing with Governmental Officials and Political
               Candidates.......................................................9
               Confidentiality.................................................10

 VII.      SANCTIONS ..........................................................10

VIII.      INTERPRETATIONS AND EXCEPTIONS......................................10


 APPENDIX:

 [ ]   Acknowledgement Form....................................................11
 [ ]   Initial (and Annual) Holdings Report....................................12
 [ ]   Deutsche Bank Policies and Procedures:..................................13
       -  Employee/Employee Related Trading
       -  Procedures for Establishing Brokerage Accounts
       -  Procedures for Pre-Clearing Personal Trades (parts not yet effective for DeAM)

DEUTSCHE ASSET MANAGEMENT - U.S.

I. OVERVIEW

This Code of Ethics ("Code") sets forth the specialized rules for business conduct and guidelines for the personal investing activities that generally are required of employees involved in the United States investment management areas of the Deutsche Bank Group and its affiliates (collectively "Deutsche Asset Management" or "DeAM").(1)

The provisions of this Code shall apply to all employees deemed to be "Access Persons" (see definition on next page) and such other employees as the Compliance Department ("Compliance") may determine from time to time. This Code supplements the Deutsche Bank Code of Professional Conduct and Global Master Compliance Manual (available at http://compliance.cc.db.com on the intranet). Each Access Person must observe those policies, as well as abide by the additional principles and rules set forth in this Code, and any other applicable legal vehicle or division specific policies and obligations.

II. GENERAL RULE

DeAM employees will, in varying degrees, participate in or be aware of fiduciary and investment services provided to registered investment companies, institutional investment clients, employee benefit trusts and other types of investment advisory accounts. The fiduciary relationship mandates adherence to the highest standards of conduct and integrity.

Accordingly, personnel acting in a fiduciary capacity must carry out their duties for the EXCLUSIVE BENEFIT of the client accounts. Consistent with this fiduciary duty, the interests of DeAM clients take priority over the investment desires of DeAM and DeAM personnel. All DeAM personnel must conduct themselves in a manner consistent with the requirements and procedures set forth in this Code.

[ ] There must be no conflict, or appearance of conflict, between the self-interest of any employee and the responsibility of that employee to Deutsche Bank, its shareholders or its clients.

[ ] Employees must never improperly use their position with Deutsche Bank for personal or private gain to themselves, their family or any other person.

DeAM employees may also be required to comply with other policies imposing separate requirements. Specifically, they may be subject to laws or regulations that impose restrictions with respect to personal securities transactions, including, but not limited to, Section 17(j) and

(1) Deutsche Asset Management is the marketing name in the U.S. for the asset management activities of Deutsche Bank AG, Deutsche Fund Management, Inc., Bankers Trust Company, BT Investment Managers, Inc., Deutsche Banc Alex. Brown Inc., Deutsche Asset Management Inc. (formerly Morgan Grenfell Inc.), and Deutsche Asset Management Investment Services Limited.

Rule 17j-1 under the Investment Company Act of 1940 (the "Act"). The purpose of this Code of Ethics is to ensure that, in connection with his or her personal trading, no Access Person shall conduct any of the following acts upon a client account:

- To employ any device, scheme or artifice to defraud;

- To make any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statement not misleading;

- To engage in any act, practice or course of business that operates or would operate as a fraud or deceit; or

- To engage in any manipulative practice.

III. DEFINITIONS

A. "ACCESS PERSON" SHALL MEAN:

(i) All employees of DeAM, including investment personnel, traders and portfolio managers who, in connection with their regular functions or duties, participate in making decisions or obtain information regarding the purchase or sale of a security by any client accounts, or whose functions relate to the making of any recommendations with respect to such purchases or sales;

(ii) All natural persons in a control relationship to DeAM who obtain information concerning investment recommendations made to any client account. The term "control" shall have the same meaning as that set forth in Section 2(a)(9) of the Act; and

(iii) Any other personnel with asset management responsibilities or frequent interaction with Access Persons as determined by Compliance (e.g., Legal, Compliance, Risk, Operations, Sales & Marketing, as well as certain long-term temporary employees and consultants).

B. "ACCOUNTS" SHALL MEAN all securities accounts, whether brokerage or otherwise, and securities held directly outside of accounts, but shall not include open-end mutual fund accounts in which securities transactions cannot be effected.

C. "EMPLOYEE RELATED ACCOUNT" OF ANY PERSON SUBJECT TO THIS CODE SHALL MEAN:

(i) The employee's own Accounts;

(ii) The employee's spouse's Accounts and the Accounts of minor children and other members of the household (whether by marriage or similarly committed status) living in the employee's home;

(iii) Accounts in which the employee, his/her spouse/domestic partner, minor children or other persons living in their home have a beneficial interest (i.e., share in the profits even if there is no influence on voting or disposition of the shares); and

(iv) Accounts (including corporate Accounts and trust Accounts) over which the employee or his/her spouse/domestic partner exercises investment discretion or direct or indirect influence or control.

NOTE: ANY PERSON SUBJECT TO THIS CODE IS RESPONSIBLE FOR COMPLIANCE
WITH THESE RULES WITH RESPECT TO ANY EMPLOYEE RELATED ACCOUNT,
AS APPLICABLE.

D. "SECURITIES" SHALL INCLUDE equity or debt securities, derivatives of securities (such as options, warrants, and ADRs), closed-end mutual funds, futures, commodities and similar instruments, but DO NOT INCLUDE:

(i) Shares of open-end mutual funds (unless otherwise directed by Compliance);

(ii) Direct obligations of the United States government; or

(iii) Bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements.

IV. RESTRICTIONS

A. GENERAL

(i) The Basic Policy: Employees have a personal obligation to conduct their investing activities and related securities transactions lawfully and in a manner that avoids actual or potential conflicts between their own interests and the interests of Deutsche Bank and its clients. Employees must carefully consider the nature of their Deutsche Bank responsibilities - and the type of information that he or she might be deemed to possess in light of any particular securities transaction - before engaging in that transaction.

(ii) Material Nonpublic Information: Employees in possession of material nonpublic information about or affecting securities, or their issuer, are prohibited from buying or selling such securities, or advising any other person to buy or sell such securities.

(iii) Corporate and Departmental Restricted Lists: Employees are not permitted to buy or sell any securities that are included on the Corporate Restricted List (available on the intranet) and/or other applicable departmental restricted lists.

(iv) "Frontrunning:" Employees are prohibited from buying or selling securities or other instruments in their Employee Related Accounts so as to benefit from the employee's knowledge of the Firm's or a client's trading positions, plans or strategies, or forthcoming research recommendations.

B. SPECIFIC BLACKOUT PERIOD RESTRICTIONS

(i) Access Persons shall not knowingly effect the purchase or sale of a Security for an Employee Related Account on a day during which any client account has a "buy" or "sell" order for the same Security, until that order is executed or withdrawn;

(ii) Access Persons shall not effect the purchase or sale of a Security for an Employee Related Account within SEVEN CALENDAR DAYS BEFORE OR SEVEN CALENDAR DAYS

AFTER the same Security is traded (or contemplated to be traded) by a client account with which the Access Person is associated.

(iii) Employees must always act to avoid any actual or potential conflict of interest between their DeAM duties and responsibilities, and their personal investment activities. To avoid potential conflicts, absent specific written approval from your Managing Officer(2) and Compliance, employees should not personally invest in securities issued by companies with which they have significant dealings on behalf of DeAM, or in investment vehicles sponsored by them. Additional rules that apply to securities transactions by employees, including the requirement for employees to pre-clear personal securities transactions and rules regarding how Employee Related Accounts must be maintained, are described in more detail later in this Code.

(iv) Deutsche Bank Securities: During certain times of the year, all Deutsche Bank employees are prohibited from conducting transactions in the equity and debt securities of Deutsche Bank, which affect their beneficial interest in the firm. Corporate Compliance generally imposes these "blackout" periods around the fiscal reporting of corporate earnings. Blackouts typically begin two days prior to the expected quarterly or annual earnings announcement, and end after earnings are released publicly. Additional restricted periods may be required for certain individuals and events, and Compliance will announce when such additional restricted periods are in effect.

(v) EXCEPTIONS TO BLACKOUT PERIODS (ABOVE ITEMS I, II, AND III ONLY) The following Securities are exempt from the specified blackout periods:

[ ] Securities that are within the S&P 100 Index;
[ ] Futures and options transactions on indexes;
[ ] ETF's (Exchange Traded Funds - e.g., SPDRs or "Spiders" (S&P 500 Index), DIAs or "Diamonds" (Dow Jones Industrial Average), etc.);
[ ] Shares purchased under an issuer sponsored Dividend Reinvestment Plan ("DRIPs"), other than optional purchases;
[ ] To the extent acquired from the issuer, purchases effected upon the exercise of rights issued pro rata to holders of a class of securities; and
[ ] Securities purchased under an employer sponsored stock purchase plan or upon the exercise of employee stock options.

NOTE: Transactions in Securities in derivative instruments, including warrants, convertible Securities, futures and options, etc. shall be restricted in the same manner as the underlying Security.

C. NEW ISSUES (IPOS) Access Persons are prohibited from purchasing or subscribing for Securities pursuant to an initial public offering. This prohibition applies even if Deutsche Bank (or any affiliate of Deutsche Bank) has no underwriting role and/or is not involved with the distribution.

D. SHORT -TERM TRADING

Employees must always conduct their personal trading activities lawfully, properly and responsibly, and are encouraged to adopt long-term investment strategies that are consistent with their financial resources and objectives. Deutsche Bank generally discourages short-term trading strategies, and employees are cautioned that such strategies may inherently carry a higher risk of regulatory and other scrutiny. In any event, excessive or inappropriate trading that interferes with job performance, or compromises the duty that Deutsche Bank owes to its clients and shareholders, will not be tolerated.

Access Persons are prohibited from transacting in the purchase and sale, or sale and purchase, of the same (or equivalent) Securities within 30 calendar days. The following Securities are exempted from this restriction:

[ ] Futures and options transactions on indexes;

[ ] ETF's (Exchange Traded Funds - e.g., SPDRs or "Spiders" (S&P 500 Index), DIAs or "Diamonds" (Dow Jones Industrial Average), etc.);

[ ] Shares purchased under an issuer sponsored Dividend Reinvestment Plan ("DRIPs"), other than optional purchases;

[ ] To the extent acquired from the issuer, purchases effected upon the exercise of rights issued pro rata to holders of a class of securities; and

[ ] Securities purchased under an employer sponsored stock purchase plan.

E. RESTRICTED LIST All Deutsche Bank employees, including all Access Persons, are prohibited from buying or selling any securities that are included on the Corporate Restricted List (available on the intranet) and/or other applicable departmental restricted lists.

F. PRIVATE PLACEMENTS Prior to effecting a transaction in private securities (i.e., Securities not requiring registration with the Securities and Exchange Commission, and sold directly to the investor), all Access Persons must first obtain the approval of his/her supervisor and then pre-clear the transaction with the Compliance Department, including completing a questionnaire. Any person who has previously purchased privately-placed Securities must disclose such purchases to the Compliance Department before he or she participates in a Fund's or an advisory client's subsequent consideration of an investment in the Securities of the same or a related issuer.

V. COMPLIANCE PROCEDURES

A. DESIGNATED BROKERAGE ACCOUNTS

All employees must obtain the explicit permission of the Corporate Compliance Department prior to opening a new Employee Related Account. Upon joining Deutsche Bank, new employees are required to disclose all of their Employee Related Accounts (as previously defined) to Corporate Compliance and must carry out the instructions provided to conform such accounts, if necessary, to the Firm's policies.

Under no circumstance is an employee permitted to open or maintain any Employee Related Account that is undisclosed to Compliance. Also, the policies, procedures and rules described throughout this Code apply to all Employee Related Accounts.

Accordingly, all Access Persons are required to open and maintain their Employee Related Accounts in accordance with the Deutsche Bank Employee Trading and Pre-Clearance Policy, including directing their brokers to supply duplicate copies of transaction confirmations and periodic account statements, as well as additional division-specific requirements, if any.

B. PRE-CLEARANCE Proposed Securities transactions must be pre-cleared with the Compliance Department in accordance with the Deutsche Bank Employee Trading and Pre-Clearance Policy prior to their being placed with the broker. Employees are personally responsible for ensuring that the proposed transaction does not violate the Firm's policies or applicable securities laws and regulations by virtue of the employee's Deutsche Bank responsibilities or information he or she may possess about the securities or their issuer.

The following Securities are exempted from the preclearance requirement:

[ ] Futures and options transactions on indexes;
[ ] ETF's (Exchange Traded Funds - e.g., SPDRs or "Spiders" (S&P 500 Index), DIAs or "Diamonds" (Dow Jones Industrial Average), etc.);
[ ] Shares purchased under an issuer sponsored Dividend Reinvestment Plan ("DRIPs"), other than optional purchases;
[ ] To the extent acquired from the issuer, purchases effected upon the exercise of rights issued pro rata to holders of a class of securities; and
[ ] Securities purchased under an employer sponsored stock purchase plan.

C. REPORTING REQUIREMENTS

(i) Disclosure of Employee Related Accounts/Provision of Statements As stated in section V.A. above, upon joining Deutsche Bank, new employees are required to disclose all of their Employee Related Accounts to Corporate Compliance, and must carry out the instructions provided to conform such accounts, if necessary, to Deutsche Bank policies. In addition, pursuant to Rule 17j-1 of the Act, no later than ten days after an individual becomes an Access Person (i.e., joining/transferring into DeAM etc.), he or she must also complete and return an "Initial Holdings Report" (see Appendix) to DeAM Compliance.

(ii) Quarterly Personal Securities Trading Reports ("PSTs") Pursuant to Rule 17j-1 of the Act, within ten (10) days of the end of each calendar quarter, all Access Persons must sign and return to Compliance a PST report, unless exempted by a division-specific requirement, if any. All PSTs that have reportable

personal Securities transactions for the quarter will be reviewed by the appropriate supervisory and/or compliance person.

(iii) Annual Holdings Report Once each year, at a date to be specified by Compliance, each Access Person must provide to Compliance an Annual Holdings Report (see Appendix) current as of a date not more than 30 days prior to the date of the report.

D. CONFIRMATION OF COMPLIANCE WITH POLICIES Annually, each Access Person is required to sign a statement acknowledging that he or she has received this Code, as amended or updated, and confirm his or her adherence to it. Complying with this Code, and truthfully completing the Acknowledgment is the obligation of each Access Person. Failure to perform this obligation may result in disciplinary action, including dismissal, as well as possible civil and criminal penalties.

VI. OTHER PROCEDURES/RESTRICTIONS

A. SERVICE ON BOARDS OF DIRECTORS Employees may not maintain outside business affiliations (e.g., officer or director, governor, trustee, part-time employment, etc.) without the prior written approval of the appropriate senior officer of their respective business units after consultation with Compliance, and disclosure to the Office of the Secretary as required. Service on Boards of publicly traded companies should be limited to a small number of instances. However, such service may be undertaken based upon a determination that these activities are consistent with the interests of DeAM and its clients. Employees serving as directors will not be permitted to participate in the process of making investment decisions on behalf of clients which involve the subject company.

B. GIFTS

(i) Accepting Gifts Employees are prohibited from soliciting any personal payment or gift to influence, support or reward any service, transaction or business involving Deutsche Bank, or that appears to be made or offered in anticipation of any future service, transaction or business opportunity. A payment or gift includes any fee, compensation, remuneration or thing of value.(3)

Subject to the prerequisites of honesty, absolute fulfillment of fiduciary duty to Deutsche Bank, relevant laws and regulations, and reasonable conduct on the part of the employee, however, the acceptance of some types of unsolicited, reasonable business gifts may be permissible. The rules are as follows:

- Cash gifts of any amount are prohibited. This includes cash equivalents such as gift certificates, bonds, securities or other items that may be readily converted to cash.

- Acceptance of non-cash gifts, momentos, tickets for sporting or entertainment events, and other items that are not excessive in value, is generally permitted with supervisor approval, when it is clear that they are unsolicited, unrelated to a transaction and the donor is not attempting to influence the employee. In accordance with regulations and practices in various jurisdictions, as well as the rules of the New York Stock Exchange and the National Association of Securities Dealers, certain employees may be subject to more stringent gift giving and receiving guidelines. For example, employees who are "associated persons" of Deutsche Banc Alex. Brown Inc. (NASD licensed) are generally not permitted to offer or accept gifts with a value greater than U.S. $100. Compliance should be consulted with questions.

- Acceptance of gifts, other than cash, given in connection with special occasions (e.g., promotions, retirements, weddings), that are of reasonable value in the circumstances are permissible.

- Employees may accept reasonable and conventional business courtesies, such as joining a client or vendor in attending sporting events, golf outings or concerts, provided that such activities involve no more than the customary amenities.

- The cost of working session meals or reasonable related expenses involving the discussion or review of business matters related to Deutsche Bank may be paid by the client, vendor or others, provided that such costs would have otherwise been reimbursable to the employee by Deutsche Bank in accordance with its travel and entertainment and expense reimbursement policies.

(ii) Gift Giving (to Persons other than Government Officials) In appropriate circumstances, it may be acceptable and customary for DeAM to extend gifts to clients or others who do business with Deutsche Bank. Employees should be certain that the gift will not give rise to a conflict of interest, or appearance of conflict, and that there is no reason to believe that the gift will violate applicable codes of conduct of the recipient. Employees with appropriate authority to do so may make business gifts at DeAM's expense, provided that the following requirements are met:

- Gifts in the form of cash or cash equivalents may not be given regardless of amount.

- The gift must be of reasonable value in the circumstances, and should not exceed a value of U.S. $100 unless the specific prior approval of the appropriate Managing Officer(4) is obtained.

- The gift must be lawful and in accordance with generally accepted business practices of the governing jurisdictions.

(iii) Gifts to Government Officials The Compliance Department must be contacted prior to making any gift to a governmental employee or official. Various governmental agencies, legislative bodies and jurisdictions may have rules and regulations regarding the receipt of gifts by their employees or officials. In some cases, government employees or officials may be prohibited from accepting any gifts. (See next section for additional rules regarding political contributions.)

C. RULES FOR DEALING WITH GOVERNMENTAL OFFICIALS AND POLITICAL CANDIDATES

(i) Corporate Payments or Political Contributions No corporate payments or gifts of value may be made to any outside party, including any government official or political candidate or official, for the purpose of securing or retaining business for Deutsche Bank, or influencing any decision on its behalf.

- The Federal Election Campaign Act prohibits corporations and labor organizations from using their general treasury funds to make contributions or expenditures in connection with federal elections, and therefore DEUTSCHE BANK DEPARTMENTS MAY NOT MAKE CONTRIBUTIONS TO U.S. FEDERAL POLITICAL PARTIES OR CANDIDATES.

- Corporate contributions to political parties or candidates in jurisdictions not involving U.S. Federal elections are permitted only when such contributions are made in accordance with applicable local laws and regulations, and the prior approval of a member of the DeAM Executive Committee has been obtained, and the Deutsche Bank Americas Regional Cost Committee has been notified.

Under the Foreign Corrupt Practices Act, Bank Bribery Law, Elections Law and other applicable regulations, severe penalties may be imposed on Deutsche Bank and on individuals who violate these laws and regulations. Similar laws and regulations may also apply in various countries and legal jurisdictions where Deutsche Bank does business.

(ii) Personal Political Contributions No personal payments or gifts of value may be made to any outside party, including any government official or political candidate or official, for the purpose of securing business for Deutsche Bank or influencing any decision on its behalf.

Employees should always exercise care and good judgment to avoid making any political contribution that may give rise to a conflict of interest, or the appearance of conflict. For example, if a DeAM business unit engages in business with a particular governmental entity or official, DeAM employees should avoid making personal political contributions to officials or candidates who may appear to be in a position to influence the award of business to Deutsche Bank.

(iii) Entertainment of Government Officials Entertainment and other acts of hospitality toward government or political officials should never compromise or appear to compromise the integrity or reputation of the official or Deutsche Bank. When hospitality is extended, it should be with the expectation that it will become a matter of public knowledge.

D. CONFIDENTIALITY
Access Persons must not divulge contemplated or completed securities transactions or trading strategies of DeAM clients to any person, except as required by the performance of such person's duties, and only on a need-to-know basis. In addition, the Deutsche Bank standards contained in the Confidential, Material, Non-Public Information - Chinese Walls Policy, as well as those within the Code of Professional Conduct must be observed.

VII. SANCTIONS

Any Access Person who violates this Code may be subject to disciplinary actions, including possible dismissal. In addition, any Securities transactions executed in violation of this Code, such as short-term trading or trading during blackout periods, may subject the employee to sanctions, ranging from warnings and trading privilege suspensions, to financial penalties, including but not limited to, unwinding the trade and/or disgorging of the profits. Finally, violations and suspected violations of criminal laws will be reported to the appropriate authorities as required by applicable laws and regulations.

VIII. INTERPRETATIONS AND EXCEPTIONS

Compliance shall have the right to make final and binding interpretations of this Code, and may grant an exception to certain of the above restrictions, as long as no abuse or potential abuse is involved. Each Access Person must obtain approval from the Compliance Department before taking action regarding such an exception. Any questions regarding the applicability, meaning or administration of this Code shall be referred in advance of any contemplated transaction, to Compliance.

DEUTSCHE ASSET MANAGEMENT

ACKNOWLEDGEMENT

In connection with my employment with, or support of, one or more of the legal entities which make up Deutsche Asset Management, I acknowledge that I have received, read and understand the Deutsche Asset Management Code of Ethics ("the Code") dated July, 2001, and agree to adhere to and abide by the letter and spirit of its provisions.

I have reviewed my own situation and conduct in light of the Code. I confirm that I am in compliance with the Code and have been in compliance with it since the date of my previous Acknowledgement, if any, including the requirements regarding the manner in which I maintain and report my employee related brokerage accounts and conduct my personal securities trading, as well as those surrounding the giving/receiving of gifts.

I understand that any violation(s) of the Code is grounds for immediate disciplinary action up to, and including, dismissal.

Signature      _______________________________

Print Name     _______________________________

Date           _______________________________

PLEASE RETURN THIS FORM TO DEAM COMPLIANCE
AT 280 PARK AVENUE, 6W (MS NYC03-0601).

A Member of the
DEUTSCHE BANK GROUP [/]

TO:       "Access Person"
FROM:     DeAM Compliance
RE:       Initial/Annual Holdings Report - Personal Securities Accounts

In conformance with Securities and Exchange Commission Rule 17j-1 pursuant to the Investment Company Act of 1940 you are required to provide Compliance with this "Initial Holdings Report" within 10 days of joining Deutsche Asset Management ("DeAM"), and annually thereafter.

Accordingly, please fill in the following requested information (or attach a copy of your most recent statement) for all securities(5) either held directly or held in your Employee-Related Accounts(6).

      BROKER/ACCT.#              NAME OF ISSUER          NO. OF SHARES       PRINCIPAL AMOUNT
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Signature:                                        Date:
              -------------------------------            -----------------------
Print Name:                                       Expense Code:
              -------------------------------                   ----------------


-----------

(5) "Securities" includes equity or debt securities (both privately and publicly offered), derivatives of securities (such as options, warrants, indexes and ADRs), futures, commodities and similar instruments, BUT DOES NOT INCLUDE: (i) shares of open-end mutual funds (unless otherwise directed by compliance) or
(ii) direct obligations of the United States government.

**PLEASE COMPLETE AND RETURN TO COMPLIANCE AT MS NYC03-0601**

NOTICE

On the following pages are the Deutsche Bank Compliance Policies and Procedures relating to personal trading by employees. All employees of Deutsche Bank in the Americas (including employees of Deutsche Asset Management and Mutual Funds Administration (the former Mutual Funds Group of DeAM) are required to comply with the policies therein in addition to complying with the DeAM Code of Ethics ("the Code").

Since the Deutsche Bank Compliance Policies and Procedures are a SEPARATE set of rules which correspond to the Deutsche Bank Code of Professional Conduct, terms and definitions may differ from those used in the Code. In some cases, the rules in the Code are more restrictive than the rules in the Deutsche Bank Compliance Policies and Procedures. Please note specifically:

Outside Accounts.
The rule allowing employees to maintain personal securities accounts at an "approved brokerage firm" does not apply to employees of Mutual Funds Administration (the former Mutual Funds Group of DeAM). Employees of Mutual Funds Administration are required to maintain personal accounts (except open-end mutual fund only accounts) only at Deutsche Banc Alex. Brown, unless they have received an exemption from Mutual Funds Compliance.

Pre-Clearance.
The rules relating to pre-clearance differ for employees of Mutual Funds Administration (the former Mutual Funds Group of DeAM). Until Mutual Funds Administration Group receives the Employee Trade Request System, the pre-clearance process requires the submission of an Employee Trading Pre-Clearance Form to Sarah Reilly in Mutual Funds Compliance (410-895-3499) and calling Corporate Compliance (212-469-8787).

Blackout Period.
The blackout period(s) in the Code is more broad than the blackout period in the Deutsche Bank Compliance Policies and Procedures. DeAM employees are subject to an additional blackout period surrounding trades by DeAM client accounts, as described in the Code.

Initial Public Offerings.
DeAM employees are prohibited from purchasing securities in any initial public offering. This prohibition applies even if Deutsche Bank has no underwriting role and/or is not involved with the distribution.

QUESTIONS ABOUT THESE REQUIREMENTS? Please call Odenis Abreu (454-1057), Jeff Silver (212-454-1485) or Mary Mullin (212-454-0111) in DeAM Compliance or Jennifer Vollmer (410-895-3628), Rebecca Farrell (410-895-3389) or Sarah Reilly (410-895-3499) in Mutual Funds Compliance.

=====================================================================================================
No.:   101                            Subject:   Employee/Employee Related Trading
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Effective Date: 10/1/97               Approved By:   Mary Owen   MD/Compliance
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Revision Date:  5/20/99               Applicability:   All Personnel
=====================================================================================================

EMPLOYEE TRADING POLICY -- EMPLOYEE ACCOUNTS

INTRODUCTION

The Employee/Employee-Related Trading Policy is designed to prevent legal, business and ethical conflicts and to guard against the misuse of proprietary or confidential information. In addition, the policy is intended to discourage employees from engaging in personal trading on a scale that would distract them from their daily responsibilities to the Firm. Employees are cautioned not to engage in trading that might result in the appearance of impropriety. Deutsche Bank ("DB") strongly encourages investment by employees that is long-term in nature, and strongly discourages short-term, speculative trading.

TO WHOM DOES THIS POLICY APPLY?

This policy applies to the brokerage accounts of employees, long-term temporary employees, full-time consultants, and to those accounts over which such persons expect to exercise influence or control, including (1) accounts of your spouse, minor children or relatives of you or your spouse to whom substantial support is contributed; (2) accounts of any other member of your household, such as a relative (of you or your spouse) living in your home; (3) trust accounts for which you act as trustee, custodian, power-of-attorney or otherwise exercise any type of guidance or influence; and (4) corporate accounts that you directly or indirectly control. All such accounts are referred to as "Employee/Employee-Related Accounts".

a. EMPLOYEE/EMPLOYEE-RELATED ACCOUNTS (IN-HOUSE--AT AN APPROVED BROKERAGE FIRM)

DB requires that its employees maintain their brokerage accounts at an "Approved Brokerage Firm" as determined by DB. If you choose to maintain your accounts "in-house", your accounts will be established and serviced by Alex Brown. If you decide to maintain your accounts outside of DB you are required to make written application identifying yourself as a DB employee. Transactions effected in Employee/Employee-Related Accounts are subject to continuous review by the Control Group on a regular basis. The Control Group will receive duplicate confirmations and monthly statements for every account. Accounts established without the prior approval of your Supervisor and the Control Group may be frozen.

b. TRADING PRE-CLEARANCE

All trades in an Employee/Employee-Related Account must be pre-cleared by your Supervisor and by Compliance. Until your group has received the Employee Trade Request ("ETR") System, the pre-clearance process requires the submission of an "Employee Trading Pre-Clearance Form" to your Supervisor, or respective delegate, and Compliance. Execution of a trade may not take place until you have received both approvals. Failure to obtain the required approvals will result in cancellation of your transaction. Losses incurred by you as the result of the cancellation of unauthorized trading will be charged to the account in question. Profits in trades that were not pre-cleared must be given to a charitable organization.

Approvals are good for the day on which they are issued. The one exception is for trade requests placed after 4:00 PM ET; these will be valid for the next trading day.

GTC ORDERS (GOOD TILL CANCELED): GTC orders will not be approved. The sole exception is the entering of a STOP-LIMIT order simultaneously with the initial BUY order.

c. BLACK-OUT, HOLDING PERIODS AND OTHER PROHIBITIONS

The following black-out and holding periods apply to each transaction in your account or in an Employee-Related Account, as previously defined. These requirements enable Compliance to more efficiently monitor the trading activities of DB employees and to prevent trading by employees in sensitive departments (i.e., Investment Banking, Research, Capital Markets) that could be perceived as inappropriate.

BLACK-OUT PERIOD: The "black-out" period is described as two business days immediately preceding the release of quarterly earnings, and two business days after the release of quarterly earnings. No employee of Investment Banking, Research, or Capital Markets areas will receive clearance from their Reviewing Department Head ("RDH") to purchase or sell securities during this period. Exceptions may be granted only on a case-by-case basis, by Compliance.

HOLDING PERIODS: The firm imposes a holding period for all investments in equity, non-investment grade debt, preferred instruments and any security that is convertible into such securities. Exceptions may be granted only on a case-by-case basis, by Compliance. The standard holding periods are:

- Investment Banking - 6 months
- All Others - 30 days
- Alex Brown Retail - None

As a general rule, no employee of the Research Division, Investment Banking Division, or Capital Markets Division may trade in the securities of issuers that are covered by you, i.e., the Research Analyst covering XYZ may not trade XYZ securities, the Investment Banker servicing XYZ may not trade XYZ securities. Exceptions to this general rule will be made on a case by case basis, at the sole discretion of Compliance.

d. OPTIONS, FUTURES, OPTIONS ON FUTURES AND OTHER DERIVATIVE SECURITIES

You may trade options (except for uncovered options), futures, options on futures, forwards, warrants or options on physical commodities or currencies subject to a 30 day holding period. You may not write covered calls, unless you have held the underlying security for the required 30 day or 6 month holding period.

Short sales are permitted only to the extent they are "short vs. the box" or covered. Compliance monitors employee-trading carefully for adherence to these guidelines. Employees found violating these policies may be subject to sanctions, including the suspension of trading privileges and termination.

e. PRIMARY AND SECONDARY PUBLIC OFFERINGS

You may not purchase any security that is part of a primary or secondary offering on which DB is acting as a lead or co-managing underwriter until the offering is priced and the syndicate is terminated.

Please keep in mind that the NASD has regulations prohibiting associated persons of member firms from purchasing public offerings that are considered HOT ISSUES. Hot Issues are defined as public offerings that are trading in the secondary market at a price above the offering price.

f. RESTRICTIONS ARISING FROM DB'S RESEARCH RECOMMENDATIONS

You are restricted from trading in an issuer's securities for a period of two days from the time a DB research analyst initiates coverage, or changes the recommendation on that issuer. If you are aware of any such research recommendation prior to publication, you are prohibited from trading for your own account from the time you learn of the research recommendation until two business days after its publication. The New York Stock Exchange and the National Association of Securities Dealers regularly inquire about trades executed ahead of a research rating change or initiation of coverage.

g. INFORMATION REGARDING CUSTOMER OR FIRM ORDERS

You are prohibited from "frontrunning" customer or Firm orders, i.e., trading for your own account with knowledge and in advance of a customer or Firm order in the same security.

In addition, you are strongly discouraged from "piggybacking" on customer or Firm trades, i.e., engaging in identical trades as those that a client or Firm account has completed. While piggybacking is not itself illegal, it can create the appearance of impropriety.

h. TRADING SECURITIES THAT ARE ON DB'S RESTRICTED LIST

Employees of DB may not effect trades in securities that appear on the Restricted List. For your information and convenience, the Restricted List is posted daily on CCMail under the Compliance Department's Bulletin Board and is also available on the Intranet Homepage.

PROCEDURES FOR ESTABLISHING BROKERAGE ACCOUNTS

THE DEUTSCHE BANK ("DB") COMPLIANCE POLICY REQUIRES ALL DB PERSONNEL TO TAKE A NUMBER OF STEPS WITH RESPECT TO THEIR PERSONAL SECURITIES ACCOUNTS AND TRANSACTIONS. THE POLICY REQUIRES THAT ALL PERSONAL SECURITIES ACCOUNTS BE MAINTAINED AT AN "APPROVED BROKERAGE FIRM."

THE COMPLIANCE DEPARTMENT HAS ESTABLISHED PROCEDURES THAT HAVE ALLOWED THE DESIGNATION OF THE MAJORITY OF BROKER/DEALERS AS "APPROVED BROKERAGE FIRMS," THE MAIN REQUIREMENT BEING THE CARRYING BROKER/DEALER'S ABILITY TO DELIVER CONFIRMATIONS OF TRANSACTIONS ELECTRONICALLY TO THE DBS COMPLIANCE CONTROL GROUP ("CONTROL GROUP").

THE FOLLOWING FIRMS ARE THE ONLY BROKER/DEALERS not APPROVED FOR USE BY DB EMPLOYEES:

1. A. B. Watley
2. BuyAndHold.com
3. Datek Online
4. Edward Jones
5. Ernst & Company (a.k.a. Investek)
6. Firstar
7. FOLIO[fn]
8. The Glenmede Trust Company
9. Global Capital Markets
10. JP Morgan
11. Mutual, Inc.
12. Netstock Investment Corp.
13. People's Securities
14. Regal Discount Securities
15. Salomon Grey Financial Corp.
16. Sharebuilder.com
17. Sutro & Co.
18. Viewtrade.com
19. Washington Mutual
20. WealthBuilder.com
21. Web Street Securities

If you choose to establish/maintain your accounts at an Approved Brokerage Firm, you are required to make a written application to that Firm, identifying yourself as a DB employee (see attachment).

Special arrangements have been established with the following firms:

Deutsche Banc Alex. Brown, Employee Brokerage Center, 877-333-6269 Smith Barney Rasweiler Group, Garrett Buckley, 212-643-5769 Quick & Reilly, Siobhan Deasy, 212-232-4728 Merrill Lynch, Richard Verlin, 212-236-5044 Fidelity Brokerage Services, 212-371-2327 Charles Schwab, Designated Brokerage, 877-602-7419 National Discount Brokers, 201-209-7061

RE: Intent to open an account

To Whom it may concern;

As an employee, or an associated person of a Member Firm, Deutsche Bank Group ("DB"), I am obligated under NYSE Rule 407(a) to express my intention to open a securities or commodities account with your firm in writing both to you as the carrying firm and to my employer.

This letter shall serve as notification that I intend to establish such an account with your firm and the signature of the Reviewing Department Head (or his/her Authorized Delegate) below shall evidence said notification of my employer.

You will receive detailed instructions regarding the delivery of duplicate confirmations and statements directly from DB's Compliance Department once the account has been established and an account number has been provided.

Should you require further information please contact Peter Rock at (212) 469-2195.

Very truly yours,

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   Supervisor Signature                           Employee Signature

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   Name                                           Name


cc:     Supervisor

Compliance Department (with account numbers and Disclosure Form)

PROCEDURES FOR PRE-CLEARING PERSONAL TRADES

In order to facilitate the above referenced process with as little inconvenience as possible, Compliance has designed a web site on the IntraNet. The site includes a Compliance Home Page with a Restricted List query facility and a menu of "Employee Trading Pre-Clearance Forms". The form that you are required to fill out and submit for approval will depend upon your place of employment. Be sure to select the appropriate form. The site provides for the automatic submission of the form to your supervisor and Compliance. When the form is approved it will be routed back to you for your records, at which point you may proceed with the execution of your transactions.

The following are instructions for placing an Employee Trade Request ("ETR"):

1. Launch Netscape

2. Double click on U.S. Compliance (located under Staff Services on the DB Intranet Home Page)

3. Select Employee Trade Request from the Compliance Department Webpage

4. Type in User Name and Password (case sensitive)

5. The system will ask you to verify your user information. Click "Here to Submit".

6. Type the Security Name in the query box. (If the security is on the Restricted List, ETR will prompt you to call Compliance. If the security is not on the Restricted List, ETR will let you proceed to the Forms Webpage.)

7. Select the Request Form that corresponds to your department. Upon submitting your request, ETR will send an e-mail message informing your supervisor that a trade request is open. Once your supervisor approves your request, you will receive another e-mail giving you authorization to execute your trade.

If your supervisor is not available, input your request ticket and contact Compliance at 212-469-8787 for approval.

With the exception of discretionary or third party managed account, all employee and/or employee related accounts must be pre-cleared. Failure to adhere to DB's Employee Trading Policy may result in trades being revoked and/or removal of 407 authorization letter.

PLEASE NOTE: ALL EMPLOYEES ARE SUBJECT TO A 30-DAY HOLDING PERIOD WITH THE EXCEPTION OF INVESTMENT BANKING EMPLOYEES WHO HAVE A 6-MONTH HOLDING PERIOD, AND ALEX BROWN RETAIL BROKERS WHO HAVE NO HOLDING PERIOD.

EXHIBIT 17.(a).

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

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that the undersigned Director of Homestead Funds, Inc., a Maryland corporation (the "Corporation"), hereby constitutes and appoints Denise Trujillo, Esq. of Arlington, Virginia, the true and lawful agent and attorney-in-fact of the undersigned with full power and authority in said agent and attorney-in-fact, to sign for the undersigned and in his name as Director of the Corporation, registration statements on any form or forms under the Securities Act of 1933 and Investment Company Act of 1940 and any and all amendments and supplements thereto, with all exhibits and all instruments and applications necessary or appropriate in connection therewith and to file them with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable; hereby ratifying and confirming all acts taken by such agent and attorney-in-fact, as herein authorized.

Dated: April 27, 2001

Name:

/s/ Anthony C. Williams
------------------------
Anthony C. Williams
Director

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

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that the undersigned Director of Homestead Funds, Inc., a Maryland corporation (the "Corporation"), hereby constitutes and appoints Denise Trujillo, Esq. of Arlington, Virginia, the true and lawful agent and attorney-in-fact of the undersigned with full power and authority in said agent and attorney-in-fact, to sign for the undersigned and in his name as Director of the Corporation, registration statements on any form or forms under the Securities Act of 1933 and Investment Company Act of 1940 and any and all amendments and supplements thereto, with all exhibits and all instruments and applications necessary or appropriate in connection therewith and to file them with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable; hereby ratifying and confirming all acts taken by such agent and attorney-in-fact, as herein authorized.

Dated: April 26, 2001

Name:

/s/ David Metz
--------------------------------------------
David Metz
Director and President

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

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that the undersigned Director of Homestead Funds, Inc., a Maryland corporation (the "Corporation"), hereby constitutes and appoints Denise Trujillo, Esq. of Arlington, Virginia, the true and lawful agent and attorney-in-fact of the undersigned with full power and authority in said agent and attorney-in-fact, to sign for the undersigned and in his name as Director of the Corporation, registration statements on any form or forms under the Securities Act of 1933 and Investment Company Act of 1940 and any and all amendments and supplements thereto, with all exhibits and all instruments and applications necessary or appropriate in connection therewith and to file them with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable; hereby ratifying and confirming all acts taken by such agent and attorney-in-fact, as herein authorized.

Dated: April 26, 2001

Name:

/s/ Francis P. Lucier
--------------------------------------------
Francis P. Lucier
Director

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

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that the undersigned Director of Homestead Funds, Inc., a Maryland corporation (the "Corporation"), hereby constitutes and appoints Denise Trujillo, Esq. of Arlington, Virginia, the true and lawful agent and attorney-in-fact of the undersigned with full power and authority in said agent and attorney-in-fact, to sign for the undersigned and in his name as Director of the Corporation, registration statements on any form or forms under the Securities Act of 1933 and Investment Company Act of 1940 and any and all amendments and supplements thereto, with all exhibits and all instruments and applications necessary or appropriate in connection therewith and to file them with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable; hereby ratifying and confirming all acts taken by such agent and attorney-in-fact, as herein authorized.

Dated: April 26, 2001

Name:

/s/ Peter R. Morris
--------------------------------------------
Peter R. Morris
Director, Treasurer and Secretary

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

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that the undersigned Director of Homestead Funds, Inc., a Maryland corporation (the "Corporation"), hereby constitutes and appoints Denise Trujillo, Esq. of Arlington, Virginia, the true and lawful agent and attorney-in-fact of the undersigned with full power and authority in said agent and attorney-in-fact, to sign for the undersigned and in his name as Director of the Corporation, registration statements on any form or forms under the Securities Act of 1933 and Investment Company Act of 1940 and any and all amendments and supplements thereto, with all exhibits and all instruments and applications necessary or appropriate in connection therewith and to file them with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable; hereby ratifying and confirming all acts taken by such agent and attorney-in-fact, as herein authorized.

Dated: April 26, 2001

Name:

/s/ James F. Perna
--------------------------------------------
James F. Perna
Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that the undersigned Director of Homestead Funds, Inc., a Maryland corporation (the "Corporation"), hereby constitutes and appoints Denise Trujillo, Esq. of Arlington, Virginia, the true and lawful agent and attorney-in-fact of the undersigned with full power and authority in said agent and attorney-in-fact, to sign for the undersigned and in his name as Director of the Corporation, registration statements on any form or forms under the Securities Act of 1933 and Investment Company Act of 1940 and any and all amendments and supplements thereto, with all exhibits and all instruments and applications necessary or appropriate in connection therewith and to file them with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable; hereby ratifying and confirming all acts taken by such agent and attorney-in-fact, as herein authorized.

Dated: April 26, 2001

Name:

/s/ Anthony M. Marinello
 -----------------------------------
Anthony M. Marinello
Director and Vice President

Exhibit 17.(c).

POWER OF ATTORNEY

Each of the undersigned Trustees of State Street Master Funds (the "Trust") hereby constitutes and appoints Julie Tedesco, Esq., and Jennifer Fromm, Esq., each of them with full powers of substitution, as his or her true and lawful attorney-in-fact and agent to execute in his or her name and on his or her 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 any fund that has substantially all of its investable assets invested in a Portfolio of the 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 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 therewith, with the SEC and such other jurisdictions, and each of the undersigned hereby ratifies and confirms as his or her 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. Each of the undersigned hereby revokes any Powers of Attorney previously granted with respect to the Trust concerning the filings and actions described herein.

IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the 28th day of February, 2000.

SIGNATURE                    TITLE


/s/ William Boyan            Trustee
---------------------
William Boyan

/s/ Michael Holland          Trustee
---------------------
Michael Holland

/s/ Douglas Williams         Trustee
---------------------
Douglas Williams

/s/ Rina Spence              Trustee
---------------------
Rina K. Spence