COUNTRYWIDE TAX FREE TRUST
497, 1999-09-13
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September 10, 1999

Countrywide Investment Trust
Supplement to Prospectuses Dated November 30, 1998 and August 1, 1999

Countrywide Strategic Trust
Supplement to Prospectuses Dated August 1, 1999

Countrywide Tax-Free Trust
Supplement to Prospectuses Dated November 1, 1998
And November 1, 1998 (Revised August 1, 1999)

Fort Washington Investment Advisors,  Inc., 420 East Fourth Street,  Cincinnati,
Ohio, has entered into an agreement with Countrywide Credit Industries,  Inc. to
purchase Countrywide Financial Services, Inc. ("CFS"),  Countrywide Investments,
Inc. and Countrywide  Fund Services,  Inc.  Countrywide  Investments,  Inc. (the
"Adviser")  provides  investment  advisory  and  distribution  services  for the
Trusts, and Countrywide Fund Services, Inc. provides transfer agency, accounting
and administrative services for the Trusts.

On September 8, 1999, the Boards of Trustees of the  Countrywide  Funds approved
new  management  agreements  with the  Adviser,  and the  Board of  Trustees  of
Countrywide  Strategic  Trust  approved  new  subadvisory   agreements  for  the
Aggressive Growth and Growth/Value  Funds with Mastrapasqua & Associates,  Inc.,
to become effective upon the closing of the proposed  acquisition of CFS by Fort
Washington Investment Advisors (the "Acquisition").

If  the  new  management  and  subadvisory   agreements  are  approved  by  Fund
shareholders  at a meeting  scheduled to be held on October 27, 1999,  or at any
adjournment thereof (the "Meeting"),  upon consummation of the Acquisition,  the
Adviser, under the ownership of Fort Washington Investment Advisors, will manage
the Countrywide Funds and Mastrapasqua & Associates, Inc. will act as subadviser
for the Aggressive  Growth and  Growth/Value  Funds. The proposed new management
and  subadvisory  agreements  will become  effective  on the closing date of the
Acquisition, which is expected to occur immediately following the Meeting.

Shareholders  will  also be  asked  (1) to elect a slate  of  Trustees  for each
Trust's Board to serve  following  consummation  of the  Acquisition  and (2) to
ratify  the  selection  of the Funds'  independent  public  accountants  for the
current fiscal year.

After the  Acquisition  is  completed,  CFS will be operated  as a  wholly-owned
subsidiary of Fort Washington  Investment Advisors.  Fort Washington  Investment
Advisors is part of  Western-Southern  Enterprise,  a dynamic group of financial
services companies owned by The Western and Southern Life Insurance Company.

As  a  full-service   registered   investment  advisory  firm,  Fort  Washington
Investment Advisors offers professional and comprehensive  investment management
services for  foundations  and endowments,  corporate  pension funds,  insurance
companies, mutual funds, colleges and universities,  religious organizations and
high net worth individuals. Fort Washington Investment Advisors and its advisory
subsidiaries have assets under management exceeding $16 billion.



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