COUNTRYWIDE INVESTMENT TRUST
497, 1998-11-05
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                                                       November 5, 1998


The following information replaces the section "EXCHANGE PRIVILEGE"
beginning on page 11 of the prospectus.

EXCHANGE PRIVILEGE

Shares  in the  James  Money  Market  Account  and  shares  of any of the  James
Advantage Funds may be exchanged for each other. A sales load may be imposed (if
applicable)  equal to the excess,  if any, of the sales load rate  applicable to
the shares being acquired over the sales load rate, if any,  previously  paid on
the shares being exchanged.

The following are the funds of the James Advantage  Funds  currently  offered to
the public.

                              James Advantage Funds

                             The Golden Rainbow Fund
                         The James Small Cap Value Fund
                          The James Market Neutral Fund

You may request an exchange by sending a written  request to the Transfer Agent.
The request must be signed exactly as your name appears on the Transfer  Agent's
records.  Exchanges  also may be  requested by  telephone.  If you are unable to
execute your exchange by telephone  (for example  during times of unusual market
activity) consider  requesting your exchange by mail or by visiting the Transfer
Agent's  offices at 312 Walnut Street,  21st Floor,  Cincinnati,  Ohio 45202. An
exchange  will be effected at the next  determined  net asset value (or offering
price if sales load is  applicable)  after  receipt  of request by the  Transfer
Agent.

Exchanges  may be made only for  shares of funds then  offered  for sale in your
state of residence and are subject to the applicable  minimum initial investment
requirements. The exchange privilege may be modified or terminated upon 60 days'
notice to shareholders.  An exchange results in a sale of fund shares, which may
cause  you to  recognize  a capital  gain or loss.  Before  making an  exchange,
contact the Transfer  Agent to obtain a current  prospectus for any of the funds
of the James  Advantage Funds and more  information  about exchanges among James
Advantage Funds.







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