COUNTRYWIDE INVESTMENT TRUST, 485APOS, 1999-12-03

COUNTRYWIDE INVESTMENT TRUST
485APOS, 1999-12-03

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

--
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /x/
--

Pre-Effective Amendment No. -----

Post-Effective Amendment No. 70
-----
and/or
--
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /x/
--

Amendment No. 64
-----
(Check appropriate box or boxes.)

COUNTRYWIDE INVESTMENT TRUST FILE NO. 2-52242 and 811-2538
- --------------------------------------------------------------------
(Exact name of Registrant as Specified in Charter)

312 Walnut Street, 21st Floor, Cincinnati, Ohio 45202
- ---------------------------------------------------------------
(Address of Principal Executive Offices) Zip Code

Registrant's Telephone Number, including Area Code (513) 629-2000
--------------

Robert H. Leshner, 312 Walnut Street, 21st Floor, Cincinnati, Ohio 45202
- ------------------------------------------------------------------------
(Name and Address of Agent for Service)

It is proposed that this filing will become effective (check appropriate
box)

/ / immediately upon filing pursuant to paragraph(b)
/ / on ____________ pursuant to paragraph (b)
/X/ 60 days after filing pursuant to paragraph (a)(1)
/ / on (date) pursuant to paragraph (a) of Rule 485

<PAGE>

CROSS REFERENCE SHEET
----------------------
FORM N-1A
----------

ITEM SECTION IN PROSPECTUS
- ---- ---------------------
1....................... Cover Page
2....................... Risk/Return Summary, Investment Objective, Investment
Strategies and Related Risks
3....................... Risk/Return Summary: Fee Table
4....................... Investment Objectives, Investment Strategies and
Related Risks
5....................... None
6....................... Operation of the Fund
7....................... Calculation of Share Price and Public Offering Price,
How to Purchase Shares, How to Redeem Shares, Dividends
and Distributions, Taxes, Application
8....................... How to Purchase Shares, How to Redeem Shares, How to
Exchange Shares, Distribution Plan(s)
9....................... Financial Highlights

ITEM SECTION IN STATEMENT OF ADDITIONAL
- ---- ----------------------------------
INFORMATION
-----------
10...................... Cover Page, Table of Contents
11...................... The Trust
12...................... The Trust, Quality Ratings of Fixed-Income Obligations,
Definitions, Policies and Risk Considerations,
Investment Limitations, Portfolio Turnover
13...................... Trustees and Officers
14...................... Principal Security Holders
15...................... The Investment Adviser and Underwriter,
Distribution Plans, Custodian, Accountants,
Transfer Agent, Securities Transactions
16...................... Securities Transactions
17...................... The Trust
18...................... Calculation of Share Price and Public Offering Price,
Other Purchase Information, Redemption in Kind
19...................... Taxes
20...................... The Investment Adviser and Underwriter
21...................... Historical Performance Information
22...................... Annual Report

<PAGE>

Income

PROSPECTUS

Short Term Government Income Fund

February 1, 2000

These securities have not been approved or disapproved by the Securities and
Exchange Commission, nor has the Securities and Exchange Commission passed upon
the accuracy or adequacy of this Prospectus. Any representation to the contrary
is a criminal offense.

This Prospectus has information you should know before you invest. Please read
it carefully and keep it with your investment records.

<PAGE>

PROSPECTUS
February 1, 2000

COUNTRYWIDE INVESTMENT TRUST
312 Walnut Street, 21st Floor
Cincinnati, Ohio 45202
800-543-0407

SHORT TERM GOVERNMENT INCOME FUND

- -------------------------------------------------------------------------------
TABLE OF CONTENTS

RISK/RETURN SUMMARY ........................................... .
RISK/RETURN SUMMARY: FEE TABLE................................. .
INVESTMENT OBJECTIVE, INVESTMENT STRATEGIES AND RELATED RISKS....
HOW TO PURCHASE SHARES...........................................
HOW TO REDEEM SHARES.............................................
HOW TO EXCHANGE SHARES...........................................
DIVIDENDS AND DISTRIBUTIONS......................................
TAXES...................................................... .....
OPERATION OF THE FUND............................................
DISTRIBUTION PLAN ...............................................
CALCULATION OF SHARE PRICE ...................................
FINANCIAL HIGHLIGHTS.............................................

FOR FURTHER INFORMATION OR ASSISTANCE IN OPENING AN ACCOUNT, PLEASE CONTACT YOUR
BROKER OR CALL US AT THE ABOVE NUMBER.

<PAGE>

RISK/RETURN SUMMARY
- -------------------

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The Fund seeks high current income, consistent with the protection of capital.

WHAT ARE THE FUND'S PRINCIPAL INVESTMENT STRATEGIES?

The Fund invests primarily in short-term U.S. Government obligations which are
backed by the full faith and credit of the U.S. Government. The Fund is a money
market fund which seeks to maintain a constant share price of $1.00 per share.

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

The Fund's yield will fluctuate due to changes in interest rates. In general,
the Fund's yield will decline when interest rates decline.

The Fund may invest in mortgage-backed U.S. Government obligations which are
subject to the risk of prepayment. When interest rates decline, mortgage holders
may prepay their mortgages and the Fund will have to reinvest its assets in
lower-yielding obligations. This could cause the Fund's yield to decline.

An investment in the Fund is not a deposit of a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency. Although the Fund seeks to preserve the value of your investment at
$1.00 per share, it is possible to lose money by investing in the Fund.

- 2 -

<PAGE>

PERFORMANCE SUMMARY

The bar chart and performance table shown below provide an indication of the
risks of investing in the Fund by showing the changes in the Fund's performance
from year to year during the past ten years. The Fund's past performance is not
necessarily an indication of its future performance.

(bar chart)

7.29% 5.44% 2.96% 2.25% 3.16% 4.89% 4.43% 4.61% 4.58%
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999

During the period shown in the bar chart, the highest return for a quarter was
____% during the quarter ended _____________ and the lowest return for a quarter
was ____% during the quarter ended ________.

For information on the Fund's current and effective 7-day yield, call
1-800-543-0407 (Nationwide) or 629-2050 (in Cincinnati).

AVERAGE ANNUAL TOTAL RETURNS
FOR PERIODS ENDED DECEMBER 31, 1999

One Year Five Years Ten Years

Short Term Government
Income Fund

- 3 -

<PAGE>

RISK/RETURN SUMMARY: FEE TABLE
- -------------------------------
This table describes the fees and expenses that you will pay if you buy and hold
shares of the Fund.

SHAREHOLDER FEES (fees paid directly from your investment)
Sales Load Imposed on Purchases......................................None
Sales Load Imposed on Reinvested Dividends...........................None
Redemption Fee.......................................................None*
Exchange Fee.........................................................None
Check Redemption Processing Fee (per check):
First six checks per month.........................................None
Additional checks per month.......................................$0.25

* You will be charged $8 for each wire redemption. This fee is
subject to change.

ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Fund
assets)

Management Fees..................................................... .47%
Distribution (12b-1) Fees........................................... .13%
Other Expenses...................................................... .35%
----
Total Annual Fund Operating Expenses................................ .95%
====
EXAMPLE
This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. It assumes that you invest
$10,000 in the Fund for the time periods indicated and then redeem all of your
shares at the end of those periods. The Example also assumes that your
investment has a 5% return each year and that the Fund's operating expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions your costs would be:

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
$ 97 $ 303 $ 525 $ 1,166

- 4 -

<PAGE>

INVESTMENT OBJECTIVE, INVESTMENT STRATEGIES AND RELATED RISKS
- -------------------------------------------------------------

INVESTMENT OBJECTIVE

The Fund seeks high current income, consistent with the protection of capital.

Although the Fund's investment objective may only be changed by approval of the
Fund's shareholders, the Fund's policy of investing only in obligations which
are backed by the full faith and credit of the U.S. Government may be changed by
the Board of Trustees, without shareholder approval. You will be notified if
this change occurs and you should then consider whether the Fund will continue
to be an appropriate investment under your circumstances.

PRINCIPAL INVESTMENT STRATEGIES

The Fund invests primarily in short-term obligations which are
issued by the U.S. Government or its agencies. The Fund will
only invest in U.S. Government obligations which are backed by
the full faith and credit of the U.S. Government, meaning that
payment of principal and interest is guaranteed by the U.S.
Treasury. The Fund may also enter into repurchase agreements
which are collateralized by U.S. Government obligations backed by
the full faith and credit of the U.S. Treasury.

o U.S. Government Obligations include obligations directly
issued by the U.S. Treasury, such as Treasury bills,
Treasury notes, Treasury bonds and STRIPS (U.S. Treasuries
that are issued without interest coupons). U.S. Government
obligations also include securities issued by various
agencies of the U.S. Government which are backed by the full
faith and credit of the U.S. Treasury.

o Repurchase Agreements are transactions where a financial
institution agrees to sell a security to the Fund and
commits to repurchase the security at an agreed upon price
(including principal and interest) at an agreed upon date.
The Fund will not enter into a repurchase agreement which
does not terminate within 7 days if more than 10% of the
Fund's net assets is invested in these securities and other
illiquid securities.

The Fund is a money market fund and will use its best efforts to maintain a
constant share price of $1.00 per share. However, there can be no assurance that
the Fund will be able to do so on a continuing basis. The Fund will comply with
the Securities and Exchange Commission's regulations for money market funds.
These require the Fund to have a dollar-weighted average maturity of 90 days or
less and to invest in obligations which mature in 13 months or less.

- 5 -

<PAGE>

The Fund currently intends only to invest in securities which are allowable for
Federal credit unions under federal law. If the Fund changes this policy and
invests in securities which are not allowable for Federal credit unions,
the Fund will notify all Federal credit union shareholders.

PRINCIPAL RISK CONSIDERATIONS

INTEREST RATE RISK. The Fund's yield will vary from day to day due to changes in
interest rates. Generally, the Fund's yield will increase when interest rates
increase and will decrease when interest rates decrease.

The Fund may invest in mortgage-backed U.S. Government obligations which may be
prepaid earlier than scheduled during times of decreasing interest rates. The
Fund may have to reinvest its assets in lower-yielding obligations, due to
prepayments, which would cause the Fund's yield to decrease.

CREDIT RISK. Although the Fund will only purchase obligations which are backed
by the full faith and credit of the U.S. Treasury, shares of the Fund are not
guaranteed or backed by the U.S. Government. The Fund seeks to preserve the
value of your investment at $1.00 per share, but it is possible to lose money
by investing in the Fund.

HOW TO PURCHASE SHARES
- ----------------------

You may open an account in the Fund by investing the minimum amount required for
the type of account you open. You may invest additional amounts in an existing
account at any time. For more information about how to purchase shares, call
Countrywide Fund Services, Inc. (the "Transfer Agent") (Nationwide call
toll-free 800-543-0407; in Cincinnati call 629-2050). The different account
options and minimum investment requirements are listed below.

ACCOUNT OPTIONS

Regular Accounts
- ----------------
The minimum amount required to open a regular account is $1,000. There are no
minimum requirements for additional investments.

Accounts for Countrywide Affiliates
- -----------------------------------
If you (or anyone in your immediate family) are an employee, shareholder or
customer of Countrywide Credit Industries, Inc. or any of its affiliated
companies, you may open an account for $50. There are no minimum requirements
for additional investments.

- 6 -

<PAGE>

Tax-Deferred Retirement Plans
- -----------------------------
The minimum amount required to open a tax-deferred retirement plan is $250.
There are no minimum requirements for additional investments. You may invest in
one of the tax-deferred retirement plans described below if you meet the IRS
qualifications for your plan.

INDIVIDUAL RETIREMENT ACCOUNTS ("IRAs"). An IRA is a special type of
account that offers tax advantages. You should consult your financial
professional to help decide which type of IRA is right for you.

Traditional IRA - Assets grow tax-deferred and contributions may be
deductible. Distributions are taxable in the year made.

Spousal IRA - An IRA in the name of a non-working spouse by a working spouse.

Roth IRA - An IRA with tax-free growth of assets and tax-free distributions,
if certain conditions are met. Contributions are not deductible.

Education IRA - An IRA with tax-free growth of assets and tax-free
withdrawals for qualified higher education expenses.
Contributions are not deductible.

KEOGH PLANS. A tax-deferred plan for self-employed individuals.

QUALIFIED PENSION AND PROFIT-SHARING PLANS FOR EMPLOYEES.
These include profit-sharing plans with a 401(k) provision.

403(B)(7) CUSTODIAL ACCOUNTS. A tax-deferred account for employees of
public school systems, hospitals, colleges and other non-profit organizations
meeting certain requirements of the Internal Revenue Code.

INVESTMENT PLANS

Automatic Investment Plan
- -------------------------
You may make automatic monthly investments in the Fund from your bank, savings
and loan or other depository institution account. The minimum initial and
additional investments must be $50. The Transfer Agent pays the costs of your
transfers, but reserves the right, upon 30 days' written notice, to make
reasonable charges for this service.

Direct Deposit Plan
- -------------------
Your employer may offer a direct deposit plan which will allow you to have all
or a portion of your paycheck transferred automatically to purchase shares of
the Fund. Social security recipients may have all or a portion of their social
security check transferred automatically to purchase shares of the Fund.

- 7 -

<PAGE>

Cash Sweep Program
- ------------------
Cash accumulations in accounts with financial institutions may be automatically
invested in the Fund at the next determined net asset value ("NAV") on a day
selected by the institution or customer, or when the account balance reaches a
predetermined dollar amount. Institutions participating in this program are
responsible for placing their orders in a timely manner. You may be charged a
fee by your financial institution for participating in this program.

MINIMUM INVESTMENT REQUIREMENTS

Initial Additional
Regular Accounts $1,000 None

Accounts for Countrywide Affiliates $ 50 None

Tax-Deferred Retirement Plans $ 250 None

Automatic Investment Plan $ 50 $ 50

Direct Deposit Plan $1,000 None

Cash Sweep Program $1,000 None

OPENING A NEW ACCOUNT
You may open an account directly with the Fund by following the steps outlined
below.

1. Complete the Account Application included in this Prospectus.

2. Write a check for your initial investment to the "Short Term Government
Income Fund."

3. Mail your completed Account Application and your investment check to the
Transfer Agent or send your investment by wire and mail your completed Account
Application to the Transfer Agent at the following address:

COUNTRYWIDE FUND SERVICES, INC.
P.O. BOX 5354
CINCINNATI, OHIO 45201-5354

ADDING TO YOUR ACCOUNT. You may make additional purchases to your account at any
time. Additional purchases may be made by mail to the address listed above or by
wire. For more information about purchases by wire, please telephone the
Transfer Agent (Nationwide call toll-free 800-543-0407; in Cincinnati call
629-2050). Your bank may charge a fee for sending your wire. Each additional
purchase must contain the account name and number in order to properly credit
your account.

- 8 -

<PAGE>

POLICIES AND PROCEDURES. In connection with all purchases of Fund shares, we
observe the following policies and procedures:

o You may receive a dividend on the day you wire an investment if
you notify the Transfer Agent of your wire by 12:30 p.m., Eastern
time, on the same day of your wire. Your purchase will be priced
based upon the NAV after a proper order is received.

o We mail you confirmations of all purchases or redemptions
of Fund shares.

o Certificates for shares are not issued.

o We reserve the right to limit the amount of investments
and to refuse to sell to any person.

o If an order to purchase shares is canceled because your check does
not clear, you will be responsible for any resulting losses or
fees incurred by the Fund or the Transfer Agent in the
transaction.

o We may open accounts for less than the minimum investment amount
or change the minimum investment requirements at any time.

o There is no fee for purchases made by wire, but we may charge you
for this service upon 30 days' prior notice.

The Fund's account application contains provisions in favor of the Fund, the
Transfer Agent and certain of their affiliates, excluding such entities from
certain liabilities (including, among others, losses resulting from unauthorized
shareholder transactions) relating to the various services (for example,
telephone redemptions and exchanges and check redemptions) made available to
investors.

HOW TO REDEEM SHARES
- --------------------

BY WRITTEN REQUEST. You may send a written request to the Transfer Agent with
your name, your account number and the amount to be redeemed. You must sign your
request exactly as your name appears on our account records. Mail your written
request to:

COUNTRYWIDE FUND SERVICES, INC.
P.O. BOX 5354
CINCINNATI, OHIO 45201-5354

BY TELEPHONE. If the amount of your redemption is less than $25,000, you may
redeem your shares by telephone. To redeem shares by telephone, call the
Transfer Agent (Nationwide call

- 9 -

<PAGE>

toll-free 800-543-0407; in Cincinnati call 629-2050). Your redemption proceeds
may be mailed to the address stated on your Account Application, wired to your
bank or brokerage account as stated on your Account Application or deposited via
an Automated Clearing House (ACH) transaction. The telephone redemption
privilege is automatically available to you, unless you specifically notify the
Transfer Agent not to honor telephone redemptions for your account. IRA accounts
may not be redeemed by telephone.

THROUGH YOUR BROKER-DEALER. You may also redeem shares by placing a wire
redemption request through your broker-dealer. Your broker-dealer is responsible
for ensuring that redemption requests are transmitted to us in proper form in a
timely manner.

BY CHECK. You may open a checking account with the Fund and redeem shares by
check. The Transfer Agent will redeem the appropriate number of shares in your
account to cover the amount of your check. Checks will be processed at the NAV
on the day the check is presented to the Custodian for payment. Checks may be
payable to anyone for any amount, but checks may not be certified. If you invest
in the Fund through a cash sweep or similar program with a financial
institution, you may not open a checking account with the Fund.

If the amount of your check is more than the value of the shares held in your
account, the check will be returned. The Transfer Agent charges shareholders its
costs for each check returned for insufficient funds and for each stop payment.

If you do not write more than six checks during a month, you will not be charged
a fee for your checking account. If you write more than six checks during a
month, you will be charged $.25 for each additional check written that month.
However, there is no charge for any checks written by employees, shareholders
and customers (including members of their immediate family) of Countrywide
Credit Industries, Inc. or any of its affiliates.

PROCESSING OF REDEMPTIONS

- 10 -

<PAGE>

Redemption proceeds will only be wired to a commercial bank or brokerage firm in
the United States. If it is impossible or impractical to wire funds, the
redemption proceeds will be sent by mail to the designated account.

If you would like your redemption proceeds deposited free of charge directly
into your account with a commercial bank or other depository institution via an
ACH transaction, contact the Transfer Agent for more information.

We redeem shares based on the current NAV on the day we receive a proper request
for redemption. You may be charged a contingent deferred sales load on the
redeemed shares if you had exchanged your shares from another fund in the
Countrywide Family of Funds which charges a contingent deferred sales load.

A SIGNATURE GUARANTEE helps protect against fraud. You can obtain one from most
banks or securities dealers, but not from a notary public. For joint accounts,
each signature must be guaranteed. Please call us to ensure that your signature
guarantee will be submitted correctly.

A SIGNATURE GUARANTEE is required for (1) any redemption which is $25,000 or
more (2) any redemption when the name(s) or the address on the account has been
changed within 30 days of your redemption request.

REDEMPTION POLICIES AND PROCEDURES. In connection with all redemptions of
Fund shares, we observe the following policies and procedures:

o We may refuse any redemption request involving recently purchased
shares until your check for the recently purchased shares has
cleared. To eliminate this delay, you may purchase shares of the
Fund by certified check or wire.

o We may refuse any telephone redemption request if the name(s) or
the address on the account has been changed within 30 days of your
redemption request.

o We may delay mailing redemption proceeds for more than 3
business days (redemption proceeds are normally mailed or
wired within 3 business days after receipt of a proper
written request and within 1 business day after receipt
of a proper telephone request). Redemption proceeds may
be wired to you on the same day of your telephone
request, if your request is properly made before 12:30
p.m., Eastern time.

- 11 -

<PAGE>

o We will consider all written and verbal instructions as
authentic and will not be responsible for processing
instructions received by telephone which are reasonably
believed to be genuine or for processing redemption
proceeds by wire. We will use reasonable procedures to
determine that telephone instructions are genuine, such
as requiring forms of personal identification before
acting upon telephone instructions, providing written
confirmation of the transactions and/or tape recording
telephone instructions. If we do not use such
procedures, we may be liable for losses due to
unauthorized or fraudulent instructions.

o Due to the high costs of maintaining small accounts, we
may ask that you increase your account balance if your
account falls below the minimum amount required for your
account (based on the amount of your investment, not on
market fluctuations). If the account balance remains
below our minimum requirements for 30 days after we
notify you, we may close your account and send you the
proceeds.

HOW TO EXCHANGE SHARES
- ----------------------

Shares of the Fund and of any other fund in the Countrywide Family of Funds may
be exchanged for each other.

The Countrywide Family of Funds consists of the following funds. Funds which may
have a front-end or a contingent deferred sales load are marked with an
asterisk.

GROWTH FUNDS GROWTH & INCOME FUNDS
*Growth/Value Fund *Equity Fund
*Aggressive Growth Fund *Utility Fund

TAXABLE BOND FUNDS TAX-FREE BOND FUNDS
Adjustable Rate U.S. Government *Tax-Free Intermediate Term
Securities Fund Fund
*Intermediate Bond Fund *Ohio Insured Tax-Free Fund
*Intermediate Term Government Income
Fund

TAXABLE MONEY MARKET FUNDS TAX-FREE MONEY MARKET FUNDS
Short Term Government Income Fund Tax-Free Money Fund
Institutional Government Income Fund Ohio Tax-Free Money Fund
Money Market Fund California Tax-Free Money Fund
Florida Tax-Free Money Fund

- 12 -

<PAGE>

You may exchange shares by written request or by telephone. You must sign your
written request exactly as your name appears on our account records. If you are
unable to exchange shares by telephone due to such circumstances as unusually
heavy market activity, you can exchange shares by mail or in person. Your
exchange will be processed at the next determined NAV (or offering price, if
there is a sales load) after the Transfer Agent receives your request.

You may only exchange shares into a fund which is authorized for sale in your
state of residence and you must meet that fund's minimum initial investment
requirements. The Board of Trustees may change or discontinue the exchange
privilege after giving shareholders 60 days' prior notice. An exchange will be
treated as a sale of shares and any gain or loss on an exchange of shares is a
taxable event. Before making an exchange, contact the Transfer Agent to request
information about the other funds in the Countrywide Family of Funds.

DIVIDENDS AND DISTRIBUTIONS
- ---------------------------

All of the Fund's net investment income is declared as a dividend to
shareholders on each business day and paid monthly. Management will determine
when to distribute any net realized short-term capital gains. The Fund does not
expect to have any long-term capital gains, but if the Fund does realize such
gains, it will distribute them at least once a year.

Your distributions will be automatically reinvested in additional shares unless
you specifically indicate otherwise on your Account Application or notify the
Transfer Agent. If you choose to receive your dividends in cash and the post
office cannot deliver your checks or if you do not cash your checks within six
months, your dividends may be reinvested in your account at the then-current NAV
and your dividends will automatically be reinvested in additional shares. You
will not receive interest on the amount of your uncashed checks until the checks
have been reinvested in your account.

TAXES
- -----

The Fund has qualified in all prior years and intends to continue to qualify for
the special tax treatment afforded a "regulated investment company" under
Subchapter M of the Internal Revenue Code so that it does not pay federal taxes
on income and capital gains distributed to shareholders. The Fund intends to
distribute substantially all of its net investment income and any net realized
capital gains to its shareholders. Distributions of net investment income as
well as from net realized short-term capital gains, if any, are taxable as
ordinary income. Since the Fund's investment income is derived from interest
rather than dividends, no portion of such distributions is eligible for the
dividends received deduction available to corporations.

- 13 -

<PAGE>

The Fund will mail to each of its shareholders a statement indicating the amount
and federal income tax status of all distributions made during the year. In
addition to federal taxes, shareholders of the Fund may be subject to state and
local taxes on distributions. Shareholders should consult their tax advisors
about the tax effect of distributions and withdrawals from the Fund, exchanges
among the Countrywide Funds and the use of the Automatic Withdrawal Plan. and
exchanges among the Countrywide Funds. The tax consequences described in this
section apply whether distributions are taken in cash or reinvested in
additional shares.

OPERATION OF THE FUND
- ----------------------

The Fund is a diversified series of Countrywide Investment Trust, an open-end
management investment company organized as a Massachusetts business trust. Like
other mutual funds, the Trust retains various organizations to perform
specialized services for the Fund.

INVESTMENT ADVISER. The Trust retains Countrywide Investments, Inc. (the
"Adviser"), 312 Walnut Street, Cincinnati, Ohio 45202 to manage the Fund's
investments and its business affairs. The Adviser was organized in 1974 and is
the investment adviser to all funds in the Countrywide Family of Funds. The
Adviser is an indirect wholly-owned subsidiary of The Western-Southern Life
Insurance Company which provides life and health insurance, annuities, mutual
funds, asset management and related financial services. The Fund pays the
Adviser a fee at the annual rate of .5% of its average daily net assets up to
$50 million; .45% of such assets from $50 million to $150 million; .4% of such
assets from $150 million to $250 million; and .375% of such assets in excess of
$250 million.

UNDERWRITER. The Adviser is the principal underwriter for the Fund and the
exclusive agent for the distribution of shares of the Fund.

- 14 -

<PAGE>

DISTRIBUTION PLAN
- -----------------

Pursuant to Rule 12b-1 under the 1940 Act, the Fund has adopted a plan of
distribution (the "Plan") which permits the Fund to directly incur or reimburse
the Adviser for certain expenses related to the distribution of its shares,
including payments to securities dealers and other persons, including the
Adviser and its affiliates, who are engaged in the sale of shares of the Fund
and who may be advising investors regarding the purchase, sale or retention of
Fund shares; expenses of maintaining personnel who engage in or support
distribution of shares or who render shareholder support services not otherwise
provided by the Transfer Agent or the Trust; expenses of formulating and
implementing marketing and promotional activities, including direct mail
promotions and mass media advertising; expenses of preparing, printing and
distributing sales literature and prospectuses and statements of additional
information and reports for recipients other than existing shareholders of the
Fund; expenses of obtaining such information, analyses and reports with respect
to marketing and promotional activities as the Trust may, from time to time,
deem advisable; and any other expenses related to the distribution of the Fund's
shares.

The annual limitation for payment of expenses pursuant to the Plan is .35% of
the Fund's average daily net assets. Because distribution fees are paid out of
the Fund's assets on an on-going basis, over time these fees will increase the
cost of your investment. In the event the Plan is terminated by the Fund in
accordance with its terms, the Fund will not be required to make any payments
for expenses incurred by the Adviser after the date the Plan terminates.
Distribution expenses paid by the Adviser which are not reimbursed by the Fund
cannot be carried over from year to year.

CALCULATION OF SHARE PRICE
- ---------------------------

On each day that the Trust is open for business, the share price (NAV) of the
Fund's shares is determined as of 12:30 p.m and 4:00 p.m. Eastern time. The
Trust is open for business on each day the New York Stock Exchange is open for
business and on any other day when there is sufficient trading in the Fund's
investments that its NAV might be materially affected. The Fund's NAV is
calculated by dividing the sum of the value of the securities held by the Fund
plus cash or other assets minus all liabilities (including estimated accrued
expenses) by the total number of shares outstanding of the Fund, rounded to the
nearest cent.

- 15 -

<PAGE>

purchases only United States dollar-denominated securities with maturities of 13
months or less and invests only in securities which meet the Fund's quality
standards and present minimal credit risks. The Fund's obligations are valued at
original cost adjusted for amortization of premium or accumulation of discount,
rather than valued at market. This method should enable the Fund to maintain a
stable NAV per share. However, there is no assurance that the Fund will be able
to do so.

- 16 -

<PAGE>

FINANCIAL HIGHLIGHTS
- --------------------

The financial highlights table is intended to help you understand the Fund's
financial performance for the past five years. Certain information reflects
financial results for a single Fund share. The total returns in the table
represent the rate that an investor would have earned on an investment in the
Fund (assuming reinvestment of all dividends and distributions). The information
has been audited by Arthur Andersen LLP, whose report, along with the Fund's
financial statements, is included in the Statement of Additional Information and
Annual Report, which is available upon request.
<TABLE>
PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR
- ------------------------------------------------------------------------------------------------------------------------------------
YEARS ENDED SEPTEMBER 30,
-------------------------------------------------------------------------------------
1999 1998 1997 1996 1995
- ------------------------------------------------------------------------------------------------------------------------------------

Dividends from net investment income (0.040) (0.046) (0.044) (0.044) (0.046)
=====================================================================================
Net asset value at end of year $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00

Total return 4.02% 4.74% 4.53% 4.51% 4.69%
=====================================================================================
Net assets at end of year (000's) $ 110,060 $ 102,481 $ 96,797 $ 91,439 $ 87,141
=====================================================================================
Ratio of net expenses to
average net assets(A) 0.95% 0.91% 0.97% 0.99% 0.99%

Ratio of net investment income to
average net assets 3.95% 4.63% 4.43% 4.42% 4.59%
</TABLE>

(A) Absent fee waivers by the Adviser, the ratio of expenses to average net
assets would have been 0.94% for the year ended September 30, 1998.

- 17 -

<PAGE>
<TABLE>
<S> <C>
ACCOUNT NO. 0 - ____________________________
(For Fund Use Only)
Please mail account application to:
Countrywide Fund Services, Inc.
P.O. Box 5354 FOR BROKER/DEALER USE ONLY
Cincinnati, Ohio 45201-5354 Firm Name:______________________________________
Home Office Address:____________________________
Branch Address:_________________________________
SHORT TERM GOVERNMENT INCOME FUND Rep Name & No.:_________________________________
Rep Signature:__________________________________

___________________________________________________________________________________________________________________
Initial Investment of $_____________

[ ] Check or draft enclosed payable to the Fund.

[ ] Bank Wire From: _________________________________________________________________________________________________

[ ] Exchange From: _________________________________________________________________________________________________
(Fund Name) (Fund Account Number)

Account Name S.S. #/Tax I.D.#

_________________________________________________________________ _________________________________________________
Name of Individual, Corporation, Organization, or Minor, etc. (In case of custodial account
please list minor's S.S.#)

_________________________________________________________________ Citizenship: [ ] U.S.
Name of Joint Tenant, Partner, Custodian [ ] Other ______________________

Address Phone

_________________________________________________________________ (_____)__________________________________________
Street or P.O. Box Business Phone

_________________________________________________________________ (_____)__________________________________________
City State Zip Home Phone

DISTRIBUTIONS (If no election is checked the SHARE OPTION will be assigned.)
[ ] Share Option _ Income distributions and capital gains distributions automatically reinvested in additional shares.
[ ] Income Option _ Income distributions and short term capital gains distributions paid in cash, long term capital gains
distributions reinvested in additional shares.
[ ] Cash Option _ Income distributions and capital gains distributions paid in cash
[ ] By Check [ ] By ACH to my bank checking or savings account. Please attach a voided check.
- --------------------------------------------------------------------------------------------------------------------------------

ACCOUNT SECURITY
For increased security, Countrywide Fund Services, Inc. requires that you establish a Personal Identification Number [ ][ ][ ][ ]
(PIN). You will need to use this PIN when requesting account information and placing transactions. For institutional
accounts, please use a four digit number. For retail accounts, please use the first four letters of your mother's
maiden name.
- ------------------------------------------------------------------------------------------------------------------------------------
SIGNATURE AND TIN CERTIFICATION
I certify that I have full right and power, and legal capacity to purchase shares of the Funds and affirm that I have received a
current prospectus and understand the investment objectives and policies stated therein. The investor hereby ratifies any
instructions given pursuant to this Application and for himself and his successors and assigns does hereby release Countrywide
Fund Services, Inc., Countrywide Investment Trust, Countrywide Investments, Inc., and their respective officers, employees,
agents and affiliates from any and all liability in the performance of the acts instructed herein. Neither the Trust,
Countrywide Fund Services, Inc., nor their respective affiliates will be liable for complying with telephone instructions they
reasonably believe to be genuine or for any loss, damage, cost or expense in acting on such telephone instructions. The
investor(s) will bear the risk of any such loss. The Trust or Countrywide Fund Services, Inc., or both, will employ reasonable
procedures to determine that telephone instructions are genuine. If the Trust and/or Countrywide Fund Services, Inc. do not
employ such procedures, they may be liable for losses due to unauthorized or fraudulent instructions. These procedures may
include, among others, requiring forms of personal identification prior to acting upon telephone instructions, providing written
confirmation of the transactions and/or tape recording telephone instructions. I certify under the penalities of perjury that
(1) the Social Security Number or Tax Identification Number shown is correct and (2) I am not subject to backup withholding. The
certifications in this paragraph are required from all non-exempt persons to prevent backup withholding of 31% of all taxable
distributions and gross redemption proceeds under the federal income tax law. The Internal Revenue Service does not require my
consent to any provision of this document other than the certifications required to avoid backup withholding. (Check here if you
are subject to backup withholding.) [ ]

___________________________________ __________________________________
Applicant Date Joint Applicant Date

___________________________________ ___________________________________
Other Authorized Signatory Date Other Authorized Signatory Date

NOTE: Corporations, trusts and other organizations must provide a copy of the resolution form on the reverse side.
Unless otherwise specified, each joint owner shall have full authority to act on behalf of the account.
- ------------------------------------------------------------------------------------------------------------------------------------
SIGNATURE AUTHORIZATION - FOR USE BY CORPORATIONS, TRUSTS, PARTNERSHIPS AND OTHER INSTITUTIONS
Please retain a copy of this document for your files. Any modification of the information contained in this section will
require an Amendment to this Application Form.
[ ] New Application [ ] Amendment to previous Application dated ________ Account No. _______________
Name of Registered Owner ________________________________________________________________________________

The following named person(s) are currently authorized signatories of the Registered Owner. Any ____ of them is/are authorized
under the applicable governing document to act with full power to sell, assign or transfer securities of Countrywide Tax-Free
Trust for the Registered Owner and to execute and deliver any instrument necessary to effectuate the authority hereby conferred:

Name Title Signature

___________________ ____________________ ___________________

COUNTRYWIDE INVESTMENT TRUST, or any agent of the Trust may, without inquiry, rely upon the instruction of any person(s)
purporting to be an authorized person named above, or in any Amendment received by the Trust or its agent. The Trust
and its Agent shall not be liable for any claims, expenses or losses resulting from having acted upon any instruction reasonably
believed to be genuine.
<PAGE>
- --------------------------------------------------------------------------------------------------------------------------------
SPECIAL INSTRUCTIONS

REDEMPTION INSTRUCTIONS
I understand that the telephone redemption privilege is automatically available to me unless I indicate otherwise below.
(See the prospectus for limitations on this option.)
[ ] I do not wish to have the telephone redemption privilege on my account.
[ ] Please mail redemption proceeds to the name and address of record.
[ ] Please wire redemptions to the commercial bank account indicated below (subject to a minimum wire transfer of $1,000 and an
$8.00 fee. For wire redemptions please attach a voided check from the account below).
[ ] Checkwriting - Call 1-800-543-0407 for checkwriting application and signature card.

AUTOMATIC INVESTMENT (For Automatic Investment please attach a voided check from the account below.)
Please purchase shares of the Short Term Government Income Fund by withdrawing from the commercial bank account
below, per the instructions below:
Amount $_________(minimum $50)

______________________________ is hereby authorized to charge to my account the bank draft amount here indicated. I
understand the payment of this draft is subject to all provisions of the contract as stated on my
bank account signature card.
Please make my automatice investment on:
[ ] the last business day of each month [ ] the 15th day of each month [ ] both the 15th and last business day

_________________________________________________________________
(Signature as your name appears on the bank account to be drafted)

Name as it appears on the account __________________________________________________

Commerical bank account #___________________________________________________________

ABA Routing #_______________________________________________________________________

City, State and Zip in which bank is located _______________________________________

Indemnification to Depositor's Bank
In consideration of your participation in a plan which Countrywide Fund Services, Inc. ("CFS") has put into effect, by which
amounts, determined by your depositor, payable to the Fund, for purchase of shares of the Fund, are collected by CFS, CFS hereby
agrees:
CFS will indemnify and hold you harmless from any liability to any person or persons whatsoever arising out of the payment by
you of any amount drawn by the Fund to its own order on the account of your depositor or from any liability to any person
whatsoever arising out of the dishonor by you whether with or without cause or intentionally or inadvertently, of any such
checks. CFS will defend, at its own cost and expense, any action which might be brought against you by any person or persons
whatsoever because of your actions taken pursuant to the foregoing request or in any manner arising by reason of your
participation in this arrangement. CFS will refund to you any amount erroneously paid by you to the Fund on any such check if
the claim for the amount of such erroneous payment is made by you within six (6) months from the date of such erroneous payment;
your participation in this arrangement and that of the Fund may be terminated by thirty (30) days written notice from either
party to the other.
- ---------------------------------------------------------------------------------------------------------------------------------
AUTOMATIC WITHDRAWAL PLAN (Complete for Withdrawals from the Fund)
This is an authorization for you to withdraw $_________________ from my mutual fund account beginning the last business day of the
month of _____________________.

Please Indicate Withdrawal Schedule (Check One):
[ ] Monthly - Withdrawals will be made on the last business day of each month.
[ ] Quarterly - Withdrawals will be made on or about 3/31, 6/30, 9/30 and 12/31.
[ ] Annually - Please make withdrawals on the last business day of the month of:____________________

Please Select Payment Method (Check One):

[ ] Exchange: Please exchange the withdrawal proceeds into another Countrywide account number: ___ ___ _ ___ ___ ___ ___
[ ] Check: Please mail a check for my withdrawal proceeds to the mailing address on this account.
[ ] ACH Transfer: Please send my withdrawal proceeds via ACH transfer to my bank checking or savings account as indicated below.
I understand that the transfer will be completed in two to three business days and that there is no charge.
[ ] Bank Wire: Please send my withdrawal proceeds via bank wire, to the account indicated below. I understand that the wire
will be completed in one business day and that there is an $8.00 fee.

Please attach a voided _______________________________________________________________________________________
check for ACH or bank wire Bank Name Bank Address

_______________________________________________________________________________________
Bank ABA# Account # Account Name

[ ] Send to special payee (other than applicant): Please mail a check for my withdrawal proceeds to the mailing
address below:

Name of payee_____________________________________________________________________________________________________________

Please send to: __________________________________________________________________________________________________________
Street address City State Zip
____________________________________________________________________________________________________________________________
</TABLE>

<PAGE>

COUNTRYWIDE INVESTMENT TRUST
312 Walnut Street, 21st Floor
Cincinnati, Ohio 45202-4094
Nationwide (Toll-Free) 800-543-8721
Cincinnati 513-629-2000

BOARD OF TRUSTEES
William O. Coleman
Phillip R. Cox
H. Jerome Lerner
Robert H. Leshner
Jill T. McGruder
Oscar P. Robertson
Nelson Schwab, Jr.
Robert E. Stautberg
Joseph S. Stern, Jr.

INVESTMENT ADVISER
Countrywide Investments, Inc.
312 Walnut Street, 21st Floor
Cincinnati, Ohio 45202-4094

TRANSFER AGENT
Countrywide Fund Services, Inc.
P.O. Box 5354
Cincinnati, Ohio 45201-5354

SHAREHOLDER SERVICE
Nationwide: (Toll-Free) 800-543-0407
Cincinnati: 513-629-2050

To obtain a free copy of the SAI, the annual and semiannual reports or other
information about the Fund, or to make inquiries about the Fund, please call
1-800-543-0407 (Nationwide) or 629-2050 (in Cincinnati).

Information about the Fund (including the SAI) can be reviewed
and copied at the Securities and Exchange Commission's public
reference room in Washington, D.C. Information about the
operation of the public reference room can be obtained by calling
the Commission at 1-202-942-8090. Reports and other information
about the Fund are available on the Commission's Internet site at
http://www.sec.gov. Copies of information on the Commission's
Internet site can be obtained for a fee by writing to:
Securities and Exchange Commission, Public Reference Section,
Washington, D.C. 20549-6009.

File No. 811-2538

- 18 -

<PAGE>

Income

PROSPECTUS

Intermediate Term Government Income Fund

February 1, 2000

This Prospectus has information you should know before you invest. Please read
it carefully and keep it with your investment records.

<PAGE>

PROSPECTUS
February 1, 2000

COUNTRYWIDE INVESTMENT TRUST
312 Walnut Street, 21st Floor
Cincinnati, Ohio 45202
800-543-0407

INTERMEDIATE TERM GOVERNMENT INCOME FUND

- --------------------------------------------------------------------------------
TABLE OF CONTENTS

RISK/RETURN SUMMARY ...........................................
RISK/RETURN SUMMARY: FEE TABLE.................................
INVESTMENT OBJECTIVES, INVESTMENT STRATEGIES AND RELATED RISKS.
HOW TO PURCHASE SHARES.........................................
HOW TO REDEEM SHARES...........................................
HOW TO EXCHANGE SHARES.........................................
DIVIDENDS AND DISTRIBUTIONS....................................
TAXES...................................................... ...
OPERATION OF THE FUND..........................................
CALCULATION OF SHARE PRICE AND PUBLIC OFFERING PRICE..........
FINANCIAL HIGHLIGHTS...........................................

FOR FURTHER INFORMATION OR ASSISTANCE IN OPENING AN ACCOUNT, PLEASE CONTACT
YOUR BROKER OR CALL US AT THE ABOVE NUMBER.

<PAGE>

RISK/RETURN SUMMARY
- -------------------

WHAT ARE THE FUND'S INVESTMENT OBJECTIVES?

The Fund seeks high current income, consistent with protection of capital. To
the extent consistent with the Fund's primary objective, capital appreciation is
a secondary objective.

WHAT ARE THE FUND'S PRINCIPAL INVESTMENT STRATEGIES?

The Fund invests primarily in intermediate-term U.S. Government obligations,
including mortgage-backed U.S. Government obligations, maturing within 20 years
or less. Under normal market conditions, the Fund will maintain an average
weighted maturity of between 3 and 10 years.

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

The Fund's share price, yield and return will fluctuate due to changes in
interest rates and other economic developments beyond the control of the
Adviser. In general, bond prices fall when interest rates rise. This effect is
usually more pronounced for longer-term securities, such as those held by the
Fund.

The Fund may invest in mortgage-backed U.S. Government obligations, which may
respond to interest rate changes differently than other fixed-income securities
due to the possibility of prepayment of mortgages. When interest rates decline,
mortgage holders may prepay the mortgages underlying mortgage-backed obligations
and the Fund will have to reinvest its assets in lower-yielding obligations.
This could negatively affect the Fund's share price, yield and return.

The Fund may purchase securities on a to-be-announced basis where it commits to
purchasing securities that it does not know all specific information about,
including the likelihood that the underlying mortgages on the security may be
prepaid. These securities are also subject to the risk that the yield obtained
in the transaction will be less than that available in the market when delivery
takes place.

Although some of the U.S. Government obligations held by the Fund are backed by
the full faith and credit of the U.S. Treasury, others are backed only by the
credit of the government agency or instrumentality issuing the securities. The
Fund may not be able to make a claim against the U.S. Treasury if the agency or
instrumentality issuing the securities does not meet its obligations.

An investment in the Fund is not a deposit of a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency. As with any investment in the bond market, there is a risk that you may
lose money by investing in the Fund.

- 2 -

<PAGE>

PERFORMANCE SUMMARY

The bar chart and performance table shown below provide an indication of the
risks of investing in the Fund by showing the changes in the Fund's performance
from year to year during the past ten years and by showing how the average
annual returns of the Fund compare to those of a broad-based securities market
index. The Fund's past performance is not necessarily an indication of its
future performance.

(bar chart)

6.98% 15.09% 6.60% 10.33% -6.30% 16.86% 2.53% 7.22% 7.97%
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999

The total returns shown above do not reflect sales loads and, if included,
returns would be less than those shown.

During the period shown in the bar chart, the highest return for a quarter was
___% during the quarter ended __________and the lowest return for a quarter
was ____% during the quarter ended _______.

AVERAGE ANNUAL TOTAL RETURNS
FOR PERIODS ENDED DECEMBER 31, 1999:

One Five Ten
Year Years Years

Intermediate Term Government
Income Fund
Lehman Brothers Intermediate
Government Bond Index*

* The Lehman Brothers Intermediate Government Bond Index is an unmanaged
index generally representative of intermediate term U.S. Government
obligations.

- 3 -

<PAGE>

RISK/RETURN SUMMARY: FEE TABLE
- -------------------------------

This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund.

SHAREHOLDER FEES (fees paid directly from your investment)

Maximum Sales Load Imposed on Purchases
(as a percentage of offering price). . . . . . . 4.75%
Maximum Deferred Sales Load
(as a percentage of original purchase price)
or the amount redeemed, whichever is less) . . None*
Sales Load Imposed on Reinvested Dividends . . . None
Redemption Fee . . . . . . . . . . . . . . . . . None**
Exchange Fee . . . . . . . . . . . . . . . . . . None
Check Redemption Processing Fee (per check):
First six checks per month . . . . . . . . . None
Additional checks per month . . . . . . . . . $0.25

* If you purchase $1 million or more shares and do not pay a front-end
sales load, you may be subject to a deferred sales load of 1% if the
shares are redeemed within one year of their purchase and a dealer's
commission was paid on the shares.
** You will be charged $8 for each wire redemption. This fee is
subject to change.

ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Fund
assets)

Management Fees....................................... .50%
Distribution (12b-1) Fees............................. .13%
Other Expenses........................................ .36%
-----
Total Annual Fund Operating Expenses.................. .99%
=====
Example
This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. It assumes that you invest
$10,000 in the Fund for the time periods indicated and then redeem all of your
shares at the end of those periods. The Example also assumes that your
investment has a 5% return each year and that the Fund's operating expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions your costs would be:

1 Year $ 571
3 Years 775
5 Years 996
10 Years 1,630

- 4 -

<PAGE>

INVESTMENT OBJECTIVES, INVESTMENT STRATEGIES AND RELATED RISKS
- --------------------------------------------------------------

INVESTMENT OBJECTIVES

The Fund seeks high current income, consistent with protection of capital. To
the extent consistent with the Fund's primary objective, capital appreciation is
a secondary objective.

The Fund's investment objectives may be changed by the Board of Trustees without
the approval of shareholders. You will be notified if there is a change in the
Fund's investment objectives and you should then consider whether the Fund will
continue to be an appropriate investment under your circumstances.

PRINCIPAL INVESTMENT STRATEGIES

The Fund invests primarily in intermediate-term U.S. Government obligations
maturing within 20 years or less. Under normal market conditions, the Fund will
maintain an average weighted maturity of between 3 and 10 years. The Fund will
invest in obligations issued by the U.S. Government or its agencies or
instrumentalities. Obligations issued directly by the U.S. Government are backed
by the full faith and credit of the U.S. Treasury, meaning that payment of
principal and interest on these obligations is guaranteed by the U.S.
Government. Obligations issued by agencies or instrumentalities of the U.S.
Government may be backed by the full faith and credit of the U.S. Treasury or
may be supported only by the credit of the agency or instrumentality, which may
include the right of the issuer to borrow from the U.S. Treasury.

The Fund currently intends only to invest in securities which are allowable for
federal credit unions under federal law. If the Fund changes this policy and
invests in securities which are not allowable for federal credit unions, the
Fund will notify all federal credit union shareholders.

U.S. GOVERNMENT OBLIGATIONS. U.S. Government obligations include
obligations directly issued by the U.S. Treasury, such as Treasury bills,
Treasury notes, Treasury bonds and STRIPS (U.S. Treasuries that are issued
without interest coupons). U.S. Government obligations also include securities
issued by various agencies or instrumentalities of the U.S. Government. These
agencies and instrumentalities include the Federal Home Loan Banks, the Federal
Land Bank, the Government National Mortgage Association, the Federal National
Mortgage Association, the Federal Home Loan Mortgage Corporation, the Student
Loan Marketing Association, the Small Business Administration, the Bank for
Cooperatives, the Federal Intermediate Credit Bank, the Federal Financing Bank,
the Federal Farm Credit Banks, the Federal Agricultural Mortgage Corporation,
the Resolution Funding Corporation, the Financing Corporation of America and the
Tennessee Valley Authority. The Fund may invest in securities
- 5 -

<PAGE>

issued by any of the agencies or instrumentalities listed above or by any other
agency and instrumentality of the U.S. Government if these securities are
permissible investments for the Fund.

MORTGAGE-BACKED U.S. GOVERNMENT OBLIGATIONS. The Fund may also invest in
mortgage-backed obligations issued by the U.S. Government or its agencies or
instrumentalities. Mortgage-backed U.S. Government obligations represent direct
or indirect participations in mortgage loans secured by real property, or are
collateralized by and payable from mortgage loans secured by real property.
Mortgage-backed U.S. Government obligations include GNMA Certificates, FHLMC
Certificates, FNMA Certificates, adjustable rate mortgage securities ("ARMS"),
collateralized mortgage obligations ("CMOs") and real estate mortgage investment
conduits ("REMICs").

o GNMA Certificates are guaranteed by the Government National
Mortgage Association (the "GNMA") and represent part
ownership of a pool of mortgage loans. If the pool is
approved by the GNMA, GNMA Certificates are issued and sold
to investors such as the Fund. The Fund may invest in GNMA
securities of the pass-through type. These types of
securities entitle the holder to receive all interest and
principal payments owed on the pool of mortgage loans, net
of fees paid to the issuer and the GNMA. The timely payment
of principal and interest on pass-through GNMA Certificates
is guaranteed by the GNMA and backed by the full faith and
credit of the U.S. Treasury, even in the event of a
foreclosure.

o FHLMC Certificates are pass-through mortgage-backed
securities representing part ownership of a pool of mortgage
loans. These certificates are purchased by the Federal Home
Loan Mortgage Corporation (the "FHLMC") from lenders insured
by the Federal Deposit Insurance Corporation, or from
Federal Housing Administration mortgagees approved by the
Department of Housing and Urban Development. FHLMC
Certificates are guaranteed by the FHLMC, but are not backed
by the full faith and credit of the U.S. Treasury.

o FNMA Certificates are issued by the Federal National
Mortgage Association (the "FNMA"), which is a U.S.
Government sponsored corporation owned entirely by private
shareholders. The FNMA purchases residential mortgages from
a list of approved sellers, which include savings and loan
associations, mutual savings banks, commercial banks, credit
unions and mortgage banks. Pass-through FNMA Certificates
are guaranteed by the FNMA but are not backed by the full
faith and credit of the U.S. Treasury, although the U.S.
Treasury has discretionary authority to lend money to the
FNMA.

- 6 -

<PAGE>

o ARMS are pass-through mortgage securities collateralized by
adjustable rather than fixed-rate mortgages. The major
difference between ARMS and fixed-rate mortgage securities
is that the interest rate on ARMS can and does change
according to movements in interest rate indexes. The Fund
invests in ARMS which are actively traded. Because the
interest rate on ARMS generally moves in the same direction
as market interest rates, the market value of ARMS tends to
be more stable than fixed-rate mortgage securities and ARMS
typically have lower rates of prepayment of principal than
fixed-rate mortgage securities.

o CMOs and REMICs provide an investor with a specified
interest in the cash flow from a pool of mortgage loans or
other mortgage-backed securities. The Fund may invest in
CMOs and REMICs issued or guaranteed by U.S. Government
agencies or instrumentalities. They are issued in two or
more classes with varying maturity dates and interest rates.
A REMIC is a private entity formed to hold a fixed pool of
mortgages secured by an interest in real property. A REMIC
is a type of CMO that qualifies for special tax treatment
under the Internal Revenue Code.

TO-BE-ANNOUNCED SECURITIES. The Fund may also invest in to-be- announced
securities which are paid for and delivered within 15 to 45 days from their date
of purchase. In a to-be-announced transaction, the Fund commits to purchasing or
selling securities that it does not know all specific information about,
particularly the face amount of the securities. The Fund will maintain a
segregated account of cash or liquid securities to pay for its to-be-announced
securities and this account will be valued daily in order to account for market
fluctuations in the value of its to-be-announced commitments.

PRINCIPAL RISK CONSIDERATIONS.

INTEREST RATE RISK. The Fund's yield, share price and total return will
fluctuate due to changes in interest rates and other economic developments.
Generally, the Fund's share price will increase when interest rates decrease and
will decrease when interest rates increase. This effect is usually more
pronounced for longer-term securities, such as those held by the Fund.

SPECIAL RISKS OF INVESTING IN MORTGAGE-BACKED SECURITIES. Mortgage-backed
securities are sensitive to changes in interest rates, but may respond to these
changes differently than other fixed-income securities due to the possibility of
prepayment of the underlying mortgage loans. As a result, it may not be possible
to determine in advance the actual maturity date or average life of a
mortgage-backed security.

- 7 -

<PAGE>

As interest rates fall, homeowners may refinance their mortgages and prepay
their current mortgage. The Fund must then reinvest the proceeds from these
prepaid mortgage-backed securities at a time when interest rates are falling,
which will reduce the Fund's earnings. Prepayments of mortgage-backed securities
may even result in a loss to the Fund if it acquired the security at a discount
from par. Prepayments of mortgage-backed securities make it difficult to
determine their actual maturity and to calculate how the securities will respond
to changes in interest rates.

As interest rates rise, prepayments of mortgage-backed securities may occur more
slowly than expected, which may result in an increase in the Fund's portfolio
maturity and greater volatility in the Fund's share price.

ARMS are less likely than comparable fixed-rate mortgage securities to increase
significantly in value during periods of declining interest rates.

CREDIT RISK. The Fund may purchase securities issued by agencies
or instrumentalities of the U.S. Government which are supported only by the
credit of the agency or instrumentality and not backed by the full faith and
credit of the U.S. Treasury. If an obligation is not backed by the credit of the
U.S. Treasury, you may not be able to make a claim against the U.S. Government
if the agency or instrumentality does not meet its commitments. Shares of the
Fund are not guaranteed or backed by the U.S. Government.

HOW TO PURCHASE SHARES
- ----------------------

You may open an account with the Fund by investing the minimum amount required
for the type of account you open. You may invest additional amounts in an
existing account at any time. For more information about how to purchase shares,
call Countrywide Fund Services, Inc. (the "Transfer Agent") (Nationwide call
toll-free 800-543-0407; in Cincinnati call 629-2050). The different account
options and minimum investment requirements are listed below.

ACCOUNT OPTIONS

REGULAR ACCOUNTS
The minimum amount required to open a regular account is $1,000. There are no
minimum requirements for additional investments.

ACCOUNTS FOR COUNTRYWIDE AFFILIATES
If you (or anyone in your immediate family) are an employee, shareholder or
customer of Countrywide Credit Industries, Inc. or any of its affiliated
companies, you may open an account for $50.

- 8 -

<PAGE>

There are no minimum requirements for additional investments.

TAX-DEFERRED RETIREMENT PLANS
The minimum amount required to open a tax-deferred retirement plan is $250.
There are no minimum requirements for additional investments. You may invest in
one of the tax-deferred retirements plans described below if you meet the IRS
requirements for your plan.

INDIVIDUAL RETIREMENT ACCOUNTS ("IRAS"). An IRA is a special type of account
that offers tax advantages. You should consult your financial professional to
help decide which type of IRA is right for you.

Traditional IRA - Assets grow tax-deferred and contributions may be
deductible. Distributions are taxable in the year made.

Spousal IRA - An IRA in the name of a non-working spouse by a working
spouse.

Roth IRA - An IRA with tax-free growth of assets and tax-free distributions,
if certain conditions are met. Contributions are not deductible.

Education IRA - An IRA with tax-free growth of assets and tax-free
withdrawals for qualified higher education expenses.
Contributions are not deductible.

KEOGH PLANS. A tax-deferred plan for self-employed individuals.

QUALIFIED PENSION AND PROFIT-SHARING PLANS FOR EMPLOYEES.
These include profit-sharing plans with a 401(k) provision.

403(B)(7) CUSTODIAL ACCOUNTS. A tax-deferred account for employees of public
school systems, hospitals, colleges and other non-profit organizations meeting
certain requirements of the Internal Revenue Code.

INVESTMENT PLANS

AUTOMATIC INVESTMENT PLAN
You may make automatic monthly investments in the Fund from your bank, savings
and loan or other depository institution account. The minimum initial and
subsequent investments must be $50 under the plan. The Transfer Agent pays the
costs of your transfers, but reserves the right, upon 30 days' written notice,
to make reasonable charges for this service.

DIRECT DEPOSIT PLAN
Your employer may offer a direct deposit plan which will allow you to have all
or a portion of your paycheck transferred

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<PAGE>

automatically to purchase shares of the Fund. Social security recipients may
have all or a portion of their social security check transferred automatically
to purchase shares of the Fund.

MINIMUM INVESTMENT REQUIREMENTS

Initial Additional

Regular Accounts $1,000 None

Accounts for Countrywide Affiliates $ 50 None

Tax-Deferred Retirement Plans $ 250 None

Automatic Investment Plan $ 50 $ 50

Direct Deposit Plan $1,000 None

OPENING A NEW ACCOUNT

You may open an account directly with the Fund or through your broker-dealer. To
open an account directly with the Fund, please follow the steps outlined below.

1. Complete the Account Application included in this Prospectus.

2. Write a check for your initial investment to the "Intermediate Term
Government Income Fund." Mail your completed Account Application and your
check to the following address:

Countrywide Fund Services, Inc.
P.O. Box 5354
Cincinnati, Ohio 45201-5354

You may also open an account through your broker-dealer. It is the
responsibility of broker-dealers to send properly completed orders. If you open
an account through your broker-dealer, you may be charged a fee by your
broker-dealer.

ADDING TO YOUR ACCOUNT. You may make additional purchases to your account at any
time. Additional purchases may be made by mail to the address listed above, by
wire or through your broker-dealer. For more information about purchases by
wire, please telephone the Transfer Agent (Nationwide call toll-free 800-543-
0407; in Cincinnati call 629-2050). Your bank may charge a fee for sending your
wire. Each additional purchase must contain the account name and number in order
to properly credit your account.

POLICIES AND PROCEDURES. In connection with all purchases of Fund shares, we
observe the following policies and procedures:

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<PAGE>

o We price direct purchases based upon the next public
offering price (net asset value plus any applicable sales
load) after your order is received. Direct purchase
orders received by the Transfer Agent by the close of the
regular session of trading on the New York Stock Exchange
on any business day, generally 4:00 p.m., Eastern time,
are processed at that day's public offering price.
Purchase orders received from broker-dealers before the
close of the regular session of trading on the New York
Stock Exchange on any business day, generally 4:00 p.m.,
Eastern time, and transmitted to the Adviser by 5:00
p.m., Eastern time that day, are processed at that day's
public offering price.

o We mail you confirmations of all purchases or redemptions
of Fund shares.

o Certificates for shares are no longer issued.

o We reserve the right to limit the amount of investments
and to refuse to sell to any person.

o If an order to purchase shares is canceled because your check does
not clear, you will be responsible for any resulting losses or
fees incurred by the Fund or the Transfer Agent in the
transaction.

o We may open accounts for less than the minimum investment or
change minimum investment requirements at any time.

o There is no fee for purchases made by wire, but we may charge you
for this service upon 30 days' prior notice.

SALES LOAD ON PURCHASES OF SHARES

Shares are sold at net asset value ("NAV") plus an initial sales load. In some
cases, reduced initial sales loads for the purchase of shares may be available,
as described below. Investments of $1 million or more are not subject to a sales
load at the time of purchase but may be subject to a contingent deferred sales
load of 1.00% on redemptions made within 1 year after purchase if a commission
was paid by the Adviser to a participating unaffiliated dealer. Shares are also
subject to an annual 12b-1 distribution fee of up to .35% of the Fund's average
daily net assets.

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<PAGE>

The following table shows the initial sales load breakpoints for the purchase of
shares for accounts opened after July 31, 1999:

Percentage Which Dealer
of Offering Equals this Reallowance
Price Deducted Percentage as Percentage
for Sales of Your Net of Offering
Amount of Investment Load Investment Price
- -------------------- ----------- ---------- --------
Less than $50,000 4.75% 4.99% 4.00%
$50,000 but less than $100,000 4.50 4.72 3.75
$100,000 but less than $250,000 3.50 3.63 2.75
$250,000 but less than $500,000 2.95 3.04 2.25
$500,000 but less than $1,000,000 2.25 2.31 1.75
$1,000,000 or more None None

The following table shows the initial sales load breakpoints for the purchase of
shares for accounts opened between February 1, 1995 and July 31, 1999.

Percentage Which Dealer
of Offering Equals this Reallowance
Price Deducted Percentage as Percentage
for Sales of Your Net of Offering
Amount of Investment Load Investment Price
- -------------------- ---------- ---------- --------
Less than $100,000 2.00% 2.04% 1.80%
$100,000 but less than $250,000 1.50 1.52 1.35
$250,000 but less than $500,000 1.00 1.01 .90
$500,000 but less than $1,000,000 .75 .76 .65
$1,000,000 or more None None

The following table shows the initial sales load breakpoints for the purchase of
shares for accounts opened before February 1, 1995.

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<PAGE>

Percentage Which Dealer
of Offering Equals this Reallowance
Price Deducted Percentage as Percentage
for Sales of Your Net of Offering
Amount of Investment Load Investment Price
- -------------------- -------------- ----------- ------------
Less than $500,000 1.00% 1.01% 1.00%
$500,000 but less than $1,000,000 .75 .76 .75
$1,000,000 or more None None

Under certain circumstances, the Adviser may increase or decrease the
reallowance to selected dealers. In addition to the compensation otherwise paid
to securities dealers, the Adviser may from time to time pay from its own
resources additional cash bonuses or other incentives to selected dealers in
connection with the sale of shares of the Fund. On some occasions, such bonuses
or incentives may be conditioned upon the sale of a specified minimum dollar
amount of shares of the Fund and/or other funds in the Countrywide Family of
Funds during a specific period of time. Such bonuses or incentives may include
financial assistance to dealers in connection with conferences, sales or
training programs for their employees, seminars for the public, advertising,
sales campaigns and other dealer-sponsored programs or events.

For initial purchases of $1 million or more and subsequent purchases further
increasing the size of the account, participating unaffiliated dealers will
receive first year compensation of up to 1.00% of such purchases from the
Adviser. In determining a dealer's eligibility for such commission, purchases of
shares of the Fund may be aggregated with simultaneous purchases of shares of
other funds in the Countrywide Family of Funds. Dealers should contact the
Adviser for more information on the calculation of the dealer's commission in
the case of combined purchases.

An exchange from other Countrywide Funds will not qualify for payment of the
dealer's commission unless the exchange is from a Countrywide Fund with assets
as to which a dealer's commission or similar payment has not been previously
paid. No commission will be paid if the purchase represents the reinvestment of
a redemption from a Fund made during the previous twelve months. Redemptions of
shares may result in the imposition of a contingent deferred sales load if the
dealer's commission described in this paragraph was paid in connection with the
purchase of such shares. See "Contingent Deferred Sales Load for Certain
Purchases of Shares" below.

REDUCED SALES LOAD. You may use the Right of Accumulation to combine the cost
or current NAV (whichever is higher) of your existing shares of any Countrywide
Fund sold with a sales load

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<PAGE>

with the amount of any current purchases in order to take advantage of the
reduced sales loads set forth in the tables above. Purchases made in any
Countrywide load fund under a Letter of Intent may also be eligible for the
reduced sales loads. The minimum initial investment under a Letter of Intent is
$10,000. The Countrywide Funds which are sold with a sales load are listed in
the "How to Exchange Shares" section of this Prospectus. You should contact the
Transfer Agent for information about the Right of Accumulation and Letter of
Intent.

PURCHASES AT NET ASSET VALUE. Shares of the Fund may be purchased at NAV by
pension and profit-sharing plans, pension funds and other company-sponsored
benefit plans that (1) have plan assets of $500,000 or more, or (2) have, at the
time of purchase, 100 or more eligible participants, or (3) certify that they
project to have annual plan purchases of $200,000 or more, or (4) are provided
administrative services by certain third-party administrators that have entered
into a special service arrangement with the Adviser relating to such plan.

Banks, bank trust departments and savings and loan associations, in their
fiduciary capacity or for their own accounts, may purchase shares of the Fund at
NAV. To the extent permitted by regulatory authorities, a bank trust department
may charge fees to clients for whose account it purchases shares at NAV. Federal
and state credit unions may also purchase shares at NAV.

In addition, shares of the Fund may be purchased at NAV by broker-dealers who
have a sales agreement with the Adviser and their registered personnel and
employees, including members of the immediate families of such registered
personnel and employees.

Clients of investment advisers may also purchase shares of the Fund at NAV if
their investment adviser or broker-dealer has made appropriate arrangements with
the Trust. The investment adviser must notify the Transfer Agent that an
investment qualifies as a purchase at NAV.

Associations and affinity groups and their members may purchase shares of the
Fund at NAV provided that management of these groups or their financial adviser
has made arrangements to permit them to do so. Investors or their financial
adviser must notify the Transfer Agent that an investment qualifies as a
purchase at NAV.

Employees, shareholders and customers of Countrywide Credit Industries, Inc. or
any affiliated company, including members of the immediate families of such
individuals and employee benefit plans established by such entities, may also
purchase shares of the Fund at NAV.

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<PAGE>

CONTINGENT DEFERRED SALES LOAD FOR CERTAIN PURCHASES OF SHARES. A contingent
deferred sales load is imposed upon certain redemptions of shares of the Fund
(or shares into which such shares were exchanged) purchased at NAV in amounts
totaling $1 million or more, if the dealer's commission described above was paid
by the Adviser and the shares are redeemed within one year from the date of
purchase. The contingent deferred sales load will be paid to the Adviser and
will be equal to the commission percentage paid at the time of purchase as
applied to the lesser of (1) the NAV at the time of purchase of the shares being
redeemed, or (2) the NAV of the shares at the time of redemption. If a purchase
of shares is subject to the contingent deferred sales load, you will be notified
on the confirmation you receive for your purchase. Redemptions of shares of the
Fund held for at least one year will not be subject to the contingent deferred
sales load.

The contingent deferred sales load is waived for any partial or complete
redemption following death or disability (as defined in the Internal Revenue
Code) of a shareholder (including one who owns the shares with his or her spouse
as a joint tenant with rights of survivorship) from an account in which the
deceased or disabled is named. The Adviser may require documentation prior to
waiver of the load, including death certificates, physicians' certificates, etc.

DISTRIBUTION PLAN
- -----------------

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<PAGE>

investment. In the event the Plan is terminated by the Fund in accordance with
its terms, the Fund will not be required to make any payments for expenses
incurred by the Adviser after the date the plan terminates. Distribution
expenses paid by the Adviser which are not reimbursed by the Fund cannot be
carried over from year to year.

HOW TO REDEEM SHARES
- --------------------

Countrywide Fund Services, Inc.
P.O. Box 5354
Cincinnati, Ohio 45201-5354

BY TELEPHONE. If the amount of your redemption is less than $25,000, you may
redeem your shares by telephone. To redeem shares by telephone, call the
Transfer Agent (Nationwide call toll-free 800-543-0407; in Cincinnati call
629-2050). Your redemption proceeds may be mailed to the address stated on your
Account Application, wired to your bank or brokerage account as stated on your
Account Application or deposited via an Automated Clearing House (ACH)
transaction. The telephone redemption privilege is automatically available to
you, unless you specifically notify the Transfer Agent not to honor telephone
redemptions for your account. IRA accounts may not be redeemed by telephone.

BY CHECK. You may open a checking account with the Fund and redeem shares by
check. The Transfer Agent will redeem the appropriate number of shares in your
account to cover the amount of your check. Checks will be processed at the NAV
on the day the check is presented to the Custodian for payment. Shareholders who
write checks should keep in mind that the Fund's NAV fluctuates daily. You
should be aware that writing a check is a taxable event. Checks may be payable
to anyone for any amount, but checks may not be certified.

If you do not write more than six checks during a month, you will not be charged
a fee for your checking account. If you write

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<PAGE>

more than six checks during a month, you will be charged $.25 for each
additional check written that month. However, there is no charge for any checks
written by employees, shareholders and customers (including members of their
immediate family) of Countrywide Credit Industries, Inc. or any of its
affiliates.

AUTOMATIC WITHDRAWAL PLAN. If the shares in your account have a value of at
least $5,000, you (or another person you have designated) may receive monthly or
quarterly payments in a specified amount of not less than $50 each. There is no
charge for this service. Purchases of additional shares of the Fund while the
plan is in effect are generally undesirable because an initial sales load is
incurred whenever purchases are made.

PROCESSING OF REDEMPTIONS

If you request a redemption by wire, you will be charged an $8 processing fee.
We reserve the right to change the processing fee, upon 30 days' notice. All
charges will be deducted from your account by redeeming shares in your account.
Your bank or brokerage firm may also charge you for processing the wire.
Redemption proceeds will only be wired to a commercial bank or brokerage firm in
the United States. If it is impossible or impractical to wire funds, the
redemption proceeds will be sent by mail to the designated account.

We redeem shares based on the current NAV on the day we receive a proper request
for redemption, less any contingent deferred sales load on the redeemed shares.
Be sure to review "How to Purchase Shares" above to determine whether your
redemption is subject to a contingent deferred sales load.

REDEMPTION POLICIES AND PROCEDURES. In connection with all redemptions of
shares of the Fund, we observe the following policies and procedures:

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<PAGE>

o We may refuse any telephone redemption request if the name(s) or
the address on the account has been changed within 30 days of your
redemption request.

o Due to the high costs of maintaining small accounts, we
may ask that you increase your account balance if your
account falls below the minimum amount required for your
account. If the account balance remains below our
minimum requirements for 30 days after we notify you
(based on the amount of your investment, not on market
fluctuations), we may close your account and send you the
proceeds, less any applicable contingent deferred sales
load.

o If you have redeemed shares of the Fund, you may reinvest all or
part of the proceeds without paying a sales load. You must make
your reinvestment within 90 days of your redemption and you may
only use this privilege once a year.

HOW TO EXCHANGE SHARES
- ----------------------
Shares of the Fund and of any other fund in the Countrywide Family of Funds may
be exchanged for each other.

Shares of the Fund which do not have a contingent deferred sales load may be
exchanged for Class A shares of any other fund and for shares of a fund which
offers only one class of shares

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<PAGE>

(provided these shares do not have a contingent deferred sales load). If you
paid a sales load on the shares being exchanged, this amount will be credited
towards the sales load (if any) on the shares being acquired.

Shares of the Fund which have a contingent deferred sales load, may be
exchanged, based on their per share NAV, for shares of any other fund which has
a contingent deferred sales load and for shares of any fund which is a money
market fund. You will receive credit for the period of time you held the shares
being exchanged when determining whether a contingent deferred sales load will
apply, unless your shares were held in a money market fund.

The Countrywide Family of Funds consists of the following funds. Funds which may
have a front-end or a contingent deferred sales load are marked with an
asterisk.

GROWTH FUNDS GROWTH & INCOME FUNDS
*Growth/Value Fund *Equity Fund
*Aggressive Growth Fund *Utility Fund

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<PAGE>

as a sale of shares and any gain or loss on an exchange of shares is a taxable
event. Before making an exchange, contact the Transfer Agent to request
information about the other funds in the Countrywide Family of Funds.

DIVIDENDS AND DISTRIBUTIONS
- ---------------------------

The Fund expects to distribute substantially all of its net investment income
monthly and any net realized long-term capital gains at least annually.
Management will determine when to distribute any net realized short-term capital
gains.

Your distributions will be paid under one of the following options:

Share Option - all distributions are reinvested
in additional shares.

Income Option - income and short-term capital gains are
paid in cash; long-term capital gains are
reinvested in additional shares.

Cash Option - all distributions are paid in cash.

Please mark on your Account Application the option you have selected. If you do
not select an option, you will receive the Share Option. If you select the
Income Option or the Cash Option and the post office cannot deliver your checks
or if you do not cash your checks within six months, your dividends may be
reinvested in your account at the then-current NAV and your account will be
converted to the Share Option. You will not receive interest on the amount of
your uncashed checks until the checks have been reinvested in your account.

Distributions will be based on the Fund's NAV on the payable date. If you have
received a cash distribution from the Fund, you may reinvest it at NAV (without
paying a sales load) at the next determined NAV on the date of your
reinvestment. You must make your reinvestment within 30 days of the distribution
date and you must notify the Transfer Agent that your distribution is being
reinvested under this provision.

TAXES
- -----

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<PAGE>

net investment income as well as from net realized short-term capital gains, if
any, are taxable as ordinary income. Since the Fund's investment income is
derived from interest rather than dividends, no portion of such distributions is
eligible for the dividends received deduction available to corporations.

Distributions of net capital gains (i.e., the excess of net long-term capital
gains over net short-term capital losses) by the Fund to its shareholders are
taxable to the recipient shareholders as capital gains, without regard to the
length of time a shareholder has held Fund shares. Capital gains distributions
may be taxable at different rates depending on the length of time the Fund holds
its assets. Redemptions of shares of the Fund are taxable events on which a
shareholder may realize a gain or loss.

The Fund will mail to each of its shareholders a statement indicating the amount
and federal income tax status of all distributions made during the year. In
addition to federal taxes, shareholders of the Fund may be subject to state and
local taxes on distributions. Shareholders should consult their tax advisors
about the tax effect of distributions and withdrawals from the Fund, exchanges
among the Countrywide Funds and the use of the Automatic Withdrawal Plan. The
tax consequences described in this section apply whether distributions are taken
in cash or reinvested in additional shares.

OPERATION OF THE FUND
- ---------------------

INVESTMENT ADVISER. The Trust retains Countrywide Investments, Inc. (the
"Adviser"), 312 Walnut Street, Cincinnati, Ohio 45202 to manage the Fund's
investments and its business affairs. The Adviser was organized in 1974 and is
the investment adviser to all funds in the Countrywide Family of Funds. The
Adviser is an indirect wholly-owned subsidiary of The Western-Southern Life
Insurance Company which provides life and health insurance, annuities, mutual
funds, asset management and related financial services. The Fund pays the
Adviser a fee at the annual rate of .5% of its average daily net assets up to
$50 million; .45% of such assets from $50 million to $150 million; .4% of such
assets from $150 million to $250 million and .375% of such assets in excess of
$250 million.

Scott Weston, Assistant Vice President-Investments of the Adviser, is primarily
responsible for managing the portfolio of the Fund. Mr. Weston has been employed
by the Adviser since 1992 and has been managing the Fund's portfolio since March
1996.

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<PAGE>

UNDERWRITER. The Adviser is the principal underwriter for the Fund and the
exclusive agent for the distribution of shares of the Fund. The Adviser receives
the entire sales load on all direct initial investments in the Fund and on all
investments which are not made through a broker.

CALCULATION OF SHARE PRICE AND PUBLIC OFFERING PRICE
- ----------------------------------------------------

On each day that the Trust is open for business, the public offering price (NAV
plus applicable sales load) of the shares of the Fund is determined as of the
close of the regular session of trading on the New York Stock Exchange (normally
4:00 p.m., Eastern time). The Trust is open for business on each day the New
York Stock Exchange is open for business and on any other day when there is
sufficient trading in the Fund's investments that its NAV might be materially
affected. The NAV per share of the Fund is calculated by dividing the sum of the
value of the securities held by the Fund plus cash or other assets minus all
liabilities (including estimated accrued expenses) by the total number of shares
outstanding of the Fund, rounded to the nearest cent. The price at which a
purchase or redemption of Fund shares is processed is based on the next
calculation of NAV after the order is placed.

The value of the securities held by the Fund is determined as follows: (1)
Securities which have available market quotations are priced according to the
most recent bid price quoted by one or more of the major market makers; (2)
Securities that do not have available market prices are priced at their fair
value using consistent procedures established in good faith by the Board of
Trustees.

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<PAGE>

FINANCIAL HIGHLIGHTS
- --------------------

PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR
- ------------------------------------------------------------------------------------------------------------------------------
YEARS ENDED SEPTEMBER 30,
---------------------------------------------------------------------------------------
1999 1998 1997 1996 1995
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value at beginning of year $ 11.15 $ 10.67 $ 10.49 $ 10.73 $ 10.14
---------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income 0.60 0.61 0.61 0.61 0.64
Net realized and unrealized gains
(losses) on investments (0.81) 0.48 0.18 (0.24) 0.59
---------------------------------------------------------------------------------------
Total from investment operations (0.21) 1.09 0.79 0.37 1.23
---------------------------------------------------------------------------------------
Dividends from net investment income (0.60) (0.61) (0.61) (0.61) (0.64)
---------------------------------------------------------------------------------------
Net asset value at end of year $ 10.34 $ 11.15 $ 10.67 $ 10.49 $ 10.73
=======================================================================================
Total return(A) (1.93)% 10.54% 7.74% 3.55% 12.52%
=======================================================================================
Net assets at end of year (000's) $ 45,060 $ 51,168 $ 53,033 $ 56,095 $ 56,969
=======================================================================================
Ratio of net expenses to
average net assets 0.99% 0.99% 0.99% 0.99% 0.99%

Ratio of net investment income to
average net assets 5.59% 5.64% 5.78% 5.75% 6.17%

Portfolio turnover rate 58% 29% 49% 70% 58%
</TABLE>

(A) Total returns shown exclude the effect of applicable sales loads.

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<PAGE>
<TABLE>
<S> <C>
ACCOUNT NO.1- ___________________________
(For Fund Use Only)
Please mail account application to:
Countrywide Fund Services, Inc.
P.O. Box 5354 FOR BROKER/DEALER USE ONLY
Cincinnati, Ohio 45201-5354 Firm Name:______________________________________

INTERMEDIATE TERM GOVERNMENT INCOME FUND Home Office Address:____________________________
Branch Address:_________________________________
Rep Name & No.:_________________________________
Rep Signature:__________________________________
___________________________________________________________________________________________________________________
Initial Investment of $_____________

[ ] Check or draft enclosed payable to the Fund.

[ ] Bank Wire From: _________________________________________________________________________________________________

[ ] Exchange From: _________________________________________________________________________________________________
(Fund Name) (Fund Account Number)

Account Name S.S. #/Tax I.D.#

_________________________________________________________________ Citizenship: [ ] U.S.
Name of Joint Tenant, Partner, Custodian [ ] Other ______________________

Address Phone

_________________________________________________________________ (_____)__________________________________________
Street or P.O. Box Business Phone

_________________________________________________________________ (_____)__________________________________________
City State Zip Home Phone

Check Appropriate Box: [ ] Individual [ ] Joint Tenant (Right of survivorship presumed) [ ] Partnership
[ ] Corporation [ ] Trust [ ] Custodial [ ] Non-Profit [ ] Other

Occupation and Employer Name/Address __________________________________________________________________________________

Are you an associated person of an NASD member? [ ] Yes [ ] No
___________________________________________________________________________________________________________________

Account Number/Name Account Number/Name
___________________________________________________________- ________________________________________________________

___________________________________________________________- ________________________________________________________
<PAGE>
Letter of Intent: (Complete the Right of Accumulation section if related accounts are being applied to your
Letter of Intent.)

[ ] I agree to the Letter of Intent in the current Prospectus of Countrywide Investment Trust. Although I am not obligated to
purchase, and the Trust is not obligated to sell, I intend to invest over a 13 month period beginning ______________________
19 _______ (Purchase Date of not more than 90 days prior to this Letter) an aggregate amount in the load funds of
Countrywide Investments at least equal to (check appropriate box):
[ ] $50,000 [ ] $100,000 [ ] $250,000 [ ] $500,000 [ ] $1,000,000
- -----------------------------------------------------------------------------------------------------------------------------------
ACCOUNT SECURITY
For increased security, Countrywide Fund Services, Inc. requires that you establish a Personal Identification Number [ ][ ][ ][ ]
(PIN). You will need to use this PIN when requesting account information and placing transactions. For institutional
accounts, please use a four digit number. For retail accounts, please use the first four letters of your mother's
maiden name.
- ------------------------------------------------------------------------------------------------------------------------------------
SIGNATURE AND TIN CERTIFICATION
I certify that I have full right and power, and legal capacity to purchase shares of the Funds and affirm that I have received a
current prospectus and understand the investment objectives and policies stated therein. The investor hereby ratifies any
instructions given pursuant to this Application and for himself and his successors and assigns does hereby release Countrywide
Fund Services, Inc., Countrywide Investment Trust, Countrywide Investments, Inc., and their respective officers, employees, agents
and affiliates from any and all liability in the performance of the acts instructed herein. Neither the Trust, Countrywide Fund
Services, Inc., nor their respective affiliates will be liable for complying with telephone instructions they reasonably believe
to be genuine or for any loss, damage, cost or expense in acting on such telephone instructions. The investor(s) will bear the
risk of any such loss. The Trust or Countrywide Fund Services, Inc., or both, will employ reasonable procedures to determine
that telephone instructions are genuine. If the Trust and/or Countrywide Fund Services, Inc. do not employ such procedures,
they may be liable for losses due to unauthorized or fraudulent instructions. These procedures may include, among others,
requiring forms of personal identification prior to acting upon telephone instructions, providing written confirmation of the
transactions and/or tape recording telephone instructions. I certify under the penalities of perjury that (1) the Social
Security Number or Tax Identification Number shown is correct and (2) I am not subject to backup withholding. The certifications
in this paragraph are required from all non-exempt persons to prevent backup withholding of 31% of all taxable distributions and
gross redemption proceeds under the federal income tax law. The Internal Revenue Service does not require my consent to any
provision of this document other than the certifications required to avoid backup withholding. (Check here if you are subject to
backup withholding.) [ ]

___________________________________ __________________________________
Applicant Date Joint Applicant Date

___________________________________ ___________________________________
Other Authorized Signatory Date Other Authorized Signatory Date

Name Title Signature

___________________ ____________________ ___________________

REDEMPTION INSTRUCTIONS
I understand that the telephone redemption privilege is automatically available to me unless I indicate otherwise below.
(See the prospectus for limitations on this option.)
[ ] I do not wish to have the telephone redemption privilege on my account.
REDEMPTION OPTIONS
[ ] Please mail redemption proceeds to the name and address of record.
[ ] Please wire redemptions to the commercial bank account indicated below (subject to a minimum wire transfer of $1,000 and an
$8.00 fee. For wire redemptions please attach a voided check from the account below).
[ ] Checkwriting - Call 1-800-543-0407 for checkwriting application and signature card.

AUTOMATIC INVESTMENT (For Automatic Investment please attach a voided check from the account below.)
Please purchase shares of the Intermediate Term Government Income Fund by withdrawing from the commercial bank account below, per
the instructions below:
Amount $_________(minimum $50)

______________________________ is hereby authorized to charge to my account the bank draft amount here indicated. I
understand the payment of this draft is subject to all provisions of the contract as stated on my
bank account signature card.
Please make my automatic investment on:
[ ] the last business day of each month [ ] the 15th day of each month [ ] both the 15th and last business day