COUNTRYWIDE INVESTMENT TRUST, 497, 2000-02-03

COUNTRYWIDE INVESTMENT TRUST
497, 2000-02-03

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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, including
mortgage-backed 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 the prepayment
proceeds at prevailing interest rates. 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.

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<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% 4.09%
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
2.14% during the quarter ended June 30, 1989 and the lowest return for a quarter
was 0.54% during the quarter ended June 30, 1993.

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 4.09% 4.52% 4.36%

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<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...................................................... ****
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

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<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 at least 65% of its total assets in short-term obligations
which are issued by the U.S. Government or its agencies, including
mortgage-backed U.S. Government obligations. 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 397 days 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 these prepayment proceeds in a declining interest rate
environment, 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.

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<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.

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

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

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

o 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.

-7-
<PAGE>

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.

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

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<PAGE>

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:

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.

-9-
<PAGE>

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 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 received by 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.

-10-
<PAGE>

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.

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 next determined 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.

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<PAGE>

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.

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

-12-
<PAGE>

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

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
- -----

-13-
<PAGE>

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.

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

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.

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

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<PAGE>

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.

The Fund seeks to maintain a constant share price of $1.00 per share by valuing
its securities on an amortized cost basis. Under the amortized cost method of
valuation, the Fund maintains a dollar-weighted average portfolio maturity of 90
days or less, purchases only United States dollar-denominated securities with
maturities of 397 days 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.

-15-
<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>
<CAPTION>
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.

-16-
<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. 20549-0102 or by e-mailing a request to: public [email protected].

File No. 811-2538

-17-
<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 SHARE.........................................................
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, having an effective
maturity of 20 years or less. The Fund may also invest in obligations issued on
a to-be-announced basis. Under normal market conditions, the Fund will maintain
a dollar-weighted average 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 which may be
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 the prepayment proceeds at prevailing
interest rates. 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,
particularly the face amount in transactions involving mortgage-related
securities. 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% -1.96%
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
5.95% during the quarter ended June 30, 1995 and the lowest return for a quarter
was -4.07% during the quarter ended March 31, 1994.

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

One Five Ten
Year Years Years
---- ----- -----
Intermediate Term Government
Income Fund -6.61% 5.31% 5.80%
Lehman Brothers Intermediate
Government Bond Index* 0.49% 6.93% 7.10%

* 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)......................... ***
Sales Load Imposed on Reinvested Dividends........................... None

Redemption Fee....................................................... ****
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%
====

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 at least 65% of its total assets in intermediate-term U.S.
Government obligations having an effective maturity of 20 years or less. Under
normal market conditions, the Fund will maintain a dollar-weighted average
maturity of between 3 and 10 years. The Fund will invest in obligations issued
by the U.S. Government or its agencies or instrumentalities, including
mortgage-backed obligations. 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 may
also invest in securities issued on a to-be-announced basis.

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

-5-
<PAGE>

Federal Agricultural Mortgage Corporation, the Resolution Funding Corporation,
the Financing Corporation of America and the Tennessee Valley Authority. The
Fund may invest in securities 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 otherwise 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. The FHLMC is a U.S. Government sponsored corporation
owned entirely by private shareholders. FHLMC Certificates are
guaranteed by the FHLMC, but are not backed by the full faith and
credit of the U.S. Treasury.

-6-
<PAGE>

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.

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 which may be held by the
Fund.

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

-7-
<PAGE>

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.

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.

As interest rates fall, homeowners may refinance their mortgages and prepay
their current mortgage. The Fund must then reinvest these prepayment proceeds in
a declining interest rate environment, 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 premium to 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.

SPECIAL RISKS OF INVESTING IN TO-BE-ANNOUNCED SECURITIES. In a to-be-announced
transaction, the Fund commits to purchasing securities that it does not know all
specific information about, particularly the face amount in transactions
involving mortgage-related securities. 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.

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.

-8-
<PAGE>

ACCOUNT OPTIONS

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

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

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

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

o 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.

-9-
<PAGE>

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.

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

-10-
<PAGE>

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

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.

-11-
<PAGE>

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.

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.

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

-12-
<PAGE>

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 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.

-13-
<PAGE>

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.

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

-14-
<PAGE>

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

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 shares of
the Fund.

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.

-15-
<PAGE>

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

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

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 received by 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.

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

-16-
<PAGE>

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

We redeem shares based on the next determined 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:

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.

-17-
<PAGE>

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 (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

-18-
<PAGE>

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

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:

-19-
<PAGE>

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
- -----

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.

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.

-20-
<PAGE>

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.

PORTFOLIO MANAGER. 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.

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

-21-
<PAGE>

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.

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 or lost on an investment
in the Fund (assuming reinvestment of all dividends and distributions). This
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, which is available upon request.

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>

-22-
<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

_________________________________________________________________
(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 _______________________________________

Please Select Payment Method (Check One):

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_____________________________________________________________________________________________________________

<PAGE>

Countrywide Investment Trust
- ----------------------------
312 Walnut Street, 21st Floor
Cincinnati, Ohio 45202-4094
Nationwide (Toll-Free) 800-543-8721
Cincinnati 513-629-2000

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

Additional information about the Fund is included in the Statement of Additional
Information ("SAI") which is incorporated by reference in its entirety.
Additional information about the Fund's investments is available in the Fund's
annual and semiannual reports to shareholders. In the Fund's annual report you
will find a discussion of the market conditions and investment strategies that
significantly affected the Fund's performance during its last fiscal year.

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. 20549-0102, or by e-mailing a request to: public [email protected].

File No. 811-2538

-23-
<PAGE>

Income

PROSPECTUS

Institutional 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

INSTITUTIONAL 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 (including
mortgage-backed U.S. Government obligations) which are backed by the full faith
and credit of the U.S. Government, its agencies or instrumentalities. The Fund
is a money market fund which seeks to maintain a stable 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.

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 supported 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. Government if the agency
or instrumentality issuing the securities does not meet its obligations.

-2-
<PAGE>

PERFORMANCE TABLE

(BAR CHART)

8.07% 5.98% 3.50% 2.97% 3.87% 5.59% 5.09% 5.22% 5.19% 4.87%
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999

During the period shown in the bar chart, the highest return by the Fund during
a quarter was 2.35% during the quarter ended June 30, 1989 and the lowest return
for a quarter was 0.72% during the quarter ended March 31, 1993.

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
-------- ---------- ---------
Institutional Government
Income Fund 4.87% 5.19% 5.03%

-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.

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

Management Fees................................................... .20%
Distribution (12b-1) Fees......................................... .01%
Other Expenses.................................................... .26%
----
Total Annual Fund Operating Expenses.............................. .47%(A)
====

(A) After waivers of management fees by the Adviser, total operating expenses
were .40% for the fiscal year ended September 30, 1999. The Adviser may
discontinue these fee waivers at any time.

1 Year 3 Years 5 Years 10 Years
$ 48 $ 151 $ 263 $ 591

-4-
<PAGE>

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

INVESTMENT OBJECTIVE

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

The Fund's investment objective 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 objective and you should then consider whether the Fund will
continue to be an appropriate investment under your circumstances.

PRINCIPAL INVESTMENT STRATEGIES

The Fund invests at least 65% of its total assets in short-term obligations
which are issued by the U.S. Government or its agencies or instrumentalities,
including mortgage-backed U.S. Government obligations. 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 may also enter into repurchase agreements which are
collateralized by U.S. Government obligations.

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

-5-
<PAGE>

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 seven days if more than 10%
of the value of the Fund's net assets is invested in these securities
and other illiquid securities.

PRINCIPAL RISK CONSIDERATIONS

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 are not backed by the full faith and credit
of the U.S. Government. If an obligation is not backed by the credit of the U.S.
Government, 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. 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.

-6-
<PAGE>

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

The Fund is designed primarily for institutions as an economical and convenient
way to invest short-term funds. The minimum initial investment in the Fund
ordinarily is $100,000. You may purchase shares by mailing or wiring your
investment to Countrywide Fund Services, Inc. (the "Transfer Agent"). For more
information on how to purchase shares, call the Transfer Agent (Nationwide call
toll-free 800-543-0407; in Cincinnati call 629-2050).

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 "Institutional Government
Income Fund."

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 by mail, by wire, or through your broker-dealer. Purchases by mail should
be sent to the address listed above. 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:

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
that day. Your purchase will be priced based upon the net asset value
("NAV") after a proper order is received.

-7-
<PAGE>

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

CASH SWEEP PROGRAM. Cash accumulations in accounts with financial institutions
may be automatically invested in the Fund at the next determined 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.

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

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

-8-
<PAGE>

privilege is automatically available to you, unless you specifically notify the
Transfer Agent not to honor telephone redemptions for your account.

PROCESSING OF REDEMPTIONS
You may be charged a fee by your bank or brokerage firm for processing a wire
redemption. 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.

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

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.

-9-
<PAGE>

o We reserve the right to ask you to increase your account balance if
your balance falls below our minimum requirements 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

-10-
<PAGE>

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 realize any long-term capital gains, but if the Fund does realize such
gains, it will distribute them at least once a year.

TAXES
- -----

-11-
<PAGE>

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.

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

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

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

-12-
<PAGE>

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 .1% 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.

-13-
<PAGE>

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

<S> <C> <C> <C> <C> <C>
Net asset value at beginning of year $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
-------------------------------------------------------------------------------------
Net investment income 0.047 0.052 0.051 0.051 0.053
-------------------------------------------------------------------------------------
Dividends from net investment income (0.047) (0.052) (0.051) (0.051) (0.053)
-------------------------------------------------------------------------------------
Net asset value at end of year $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
=====================================================================================
Total return 4.78% 5.30% 5.17% 5.18% 5.42%
=====================================================================================
Net assets at end of year (000's) $ 49,848 $ 44,797 $ 61,248 $ 39,382 $ 36,009
=====================================================================================
Ratio of net expenses to
average net assets(A) 0.40% 0.40% 0.40% 0.40% 0.40%

Ratio of net investment income to
average net assets 4.68% 5.17% 5.07% 5.06% 5.30%

(A) Absent fee waivers by the Adviser, the ratios of expenses to average net
assets would have been 0.47%, 0.45%, 0.45%, 0.49%, and 0.42% for the years ended
September 30, 1999, 1998, 1997, 1996 and 1995, respectively.
</TABLE>

-14-
<PAGE>

<TABLE>
<S> <C>
ACCOUNT NO. 23 - ____________________________
(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:____________________________
INSTITUTIONAL GOVERNMENT INCOME FUND Branch Address:_________________________________
Rep Name & No.:_________________________________
Rep Signature:__________________________________

___________________________________________________________________________________________________________________
Initial Investment of $_____________ ($100,000 Minimum)

[ ] 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
__________________________________________________________________________________________________________________
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

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 Investment
Trust for the Registered Owner and to execute and deliver any instrument necessary to effectuate the authority hereby conferred:

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.
[ ] 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
For wire redemptions please attach a voided check from the account below).

</TABLE>

<PAGE>

Countrywide Investment Trust
- ----------------------------
312 Walnut Street, 21st Floor
Cincinnati, Ohio 45202-4094
Nationwide (Toll-Free) 800-543-8721
Cincinnati 513-629-2000
www.countrywideinvestments.com

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

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. 20549-0102, or by e-mailing a request to: public [email protected].
File No. 811-2538

-15-
<PAGE>

Income

PROSPECTUS

Adjustable Rate U.S. Government
Securities 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

ADJUSTABLE RATE U.S. GOVERNMENT SECURITIES FUND

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

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 lower volatility of
principal.

WHAT ARE THE FUND'S PRINCIPAL INVESTMENT STRATEGIES?

The Fund will invest at least 65% of its assets in adjustable rate mortgage
securities which are issued or guaranteed by the U.S. Government or its agencies
or instrumentalities. The Fund may also invest in securities issued on a
to-be-announced basis.

The Fund expects that its weighted average duration will be less than 2 years
and that the duration of its individual portfolio securities will be less than 5
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 conditions affecting the performance of the
bond market. In general, bond prices fall when interest rates rise. The Fund
invests in mortgage-backed securities which may respond to interest rate changes
differently than other fixed-income securities due to the possibility of
prepayment of mortgages. During periods of decreasing interest rates, the
principal on mortgages underlying mortgage-backed securities may be prepaid at a
faster rate, which could negatively affect the Fund's share price, yield and
return.

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

-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 Fund's operations 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)

0.5% 7.84% 6.27% 5.79% 3.41% 5.54%
1994 1995 1996 1997 1998 1999

During the period shown in the bar chart, the highest return for a quarter was
2.48% during the quarter ended March 31, 1995 and the lowest return for a
quarter was -0.63% during the quarter ended December 31, 1994.

AVERAGE ANNUAL TOTAL RETURNS
FOR PERIODS ENDED DECEMBER 31, 1999

One Five Since Inception
Year Years (2-10-93)
---- ----- ---------
Adjustable Rate U.S.
Government Securities Fund 5.54% 5.76% 4.80%
Lehman Brothers ARM Index* 4.88% 7.12% 5.71%

* The Lehman Brothers ARM Index is an unmanaged index generally
representative of adjustable rate mortgage securities.

-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...................................................... ***
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..................................................... .50%
Distribution (12b-1) Fees........................................... .04%
Other Expenses...................................................... 1.26%
Total Annual Fund Operating Expenses................................ 1.80%(A)

(A) After waivers of management fees and expense reimbursements by the Adviser,
total operating expenses were .75% for the fiscal year ended September 30,
1999. The Adviser may discontinue these fee waivers and expense
reimbursements at any time.

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
$ 183 $ 566 $ 975 $2,116

-4-
<PAGE>

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

INVESTMENT OBJECTIVE

The Fund seeks high current income, consistent with lower volatility of
principal.

PRINCIPAL INVESTMENT STRATEGIES

Under normal market conditions, the Fund will invest at least 65% of its total
assets in adjustable rate mortgage securities ("ARMS") which have interest rates
that reset at periodic intervals and are issued or guaranteed by the U.S.
Government or its agencies or instrumentalities. The Fund expects that its
weighted average duration will be less than 2 years and that the duration of its
individual portfolio securities will be less than 5 years.

The Fund invests in ARMS which are actively traded. ARMS are pass-through
mortgage securities collateralized by adjustable rate rather than fixed rate
mortgages. 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 that of fixed-rate mortgage securities and ARMS tend to experience
lower rates of prepayment of principal than fixed-rate mortgage securities. The
Fund expects that it will have a less volatile net asset value by investing
primarily in adjustable rate mortgage-backed securities than it would have if it
invested primarily in fixed rate mortgage-backed securities. The Adviser
believes that the adjustable interest rate feature of the mortgages underlying
ARMS will generally act as a buffer to reduce sharp changes in the Fund's share
price in response to normal interest rate fluctuations. As the interest rates on
the mortgages underlying ARMS are reset periodically, yields of portfolio
securities will gradually align themselves to reflect changes in market rates
and should cause the Fund's share price to fluctuate less dramatically than it
would if the Fund invested in more traditional long-term, fixed-rate debt
securities.

MORTGAGE-BACKED U.S. GOVERNMENT SECURITIES. In addition to investing in ARMS,
the Fund may invest in other mortgage-backed securities which are issued or
guaranteed by the U.S. Government or its agencies or instrumentalities. These
include GNMA Certificates, FHLMC Certificates, FNMA Certificates, collateralized
mortgage obligations ("CMOs") and real estate mortgage investment conduits
("REMICS").

-5-
<PAGE>

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.
Government, 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. The FHLMC is a U.S. Government sponsored
corporation owned entirely by private shareholders. 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.

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. The Fund will invest in CMOs and REMICs
having an average life (giving effect to projected prepayments) of 5 years
or less at the time of purchase.

U.S. GOVERNMENT OBLIGATIONS. The Fund may invest in obligations issued by the
U.S. Government or its agencies or

-6-
<PAGE>

instrumentalities. Obligations issued directly by the U.S. Government include
Treasury bills, Treasury bonds and Treasury notes and are backed by the full
faith and credit of the U.S. Treasury. 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.

TEMPORARY DEFENSIVE PURPOSES. For defensive purposes, the Fund may temporarily
invest all of part of its assets in short-term obligations, such as bank debt
instruments, (certificates of deposit, bankers' acceptances and time deposits)
and repurchase agreements collateralized by U.S. Government obligations. When
taking such a temporary defensive position, the Fund may not achieve its
investment objective.

PRINCIPAL RISK CONSIDERATIONS

-7-
<PAGE>

As interest rates rise, prepayments on 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.

SPECIAL RISKS OF INVESTING IN ADJUSTABLE RATE MORTGAGE SECURITIES. The
underlying mortgages which collateralize ARMS will often have limits on the
amount the interest rate may change up or down. The Fund's share price may be
affected if market interest rates rise or fall faster than the allowable limits
on the underlying mortgage loans. ARMS are less likely than fixed-rate
mortgage-backed securities of comparable quality and maturity to increase
significantly in value during periods of declining interest rates. During
periods of rising interest rates, changes in the coupon rate of ARMS lag behind
changes in the market rate, resulting in the Fund having possibly a slightly
lower share price until the coupon resets to market rates. Thus, you could
suffer some principal loss if you sold your Fund shares before the interest
rates on the underlying mortgages are adjusted to reflect current market rates.

CREDIT RISK. The Fund may purchase securities issued by agencies 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. Treasury 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
- ----------------------

-8-
<PAGE>

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.

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.

-9-
<PAGE>

INVESTMENT PLANS

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.

-10-
<PAGE>

2. Write a check for your initial investment to the "Adjustable Rate U.S.
Government Securities Fund."

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

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

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

-11-
<PAGE>

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.

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

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

-12-
<PAGE>

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 received by 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 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.

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.

-13-
<PAGE>

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

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.

-14-
<PAGE>

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.

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

-15-
<PAGE>

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

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.

TAXES
- -----

-16-
<PAGE>

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.

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

-17-
<PAGE>

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

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

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 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

-18-
<PAGE>

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.

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 or lost 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.

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 $ 9.69 $ 9.85 $ 9.81 $ 9.78 $ 9.82
-----------------------------------------------------------------------------------------
Income from investment operations:
Net investment income 0.50 0.53 0.57 0.57 0.55
Net realized and unrealized gains
(losses) on investments (0.01) (0.16) 0.04 0.03 (0.04)
-----------------------------------------------------------------------------------------
Total from investment operations 0.49 0.37 0.61 0.60 0.51
-----------------------------------------------------------------------------------------
Dividends from net investment income (0.50) (0.53) (0.57) (0.57) (0.55)
-----------------------------------------------------------------------------------------
Net asset value at end of year $ 9.68 $ 9.69 $ 9.85 $ 9.81 $ 9.78
=========================================================================================
Total return(A) 5.22% 3.88% 6.34% 6.32% 5.33%
=========================================================================================
Net assets at end of year (000's) $ 8,660 $ 10,616 $ 23,202 $ 11,732 $ 20,752
=========================================================================================
Ratio of net expenses to
average net assets(B) 0.75% 0.75% 0.75% 0.75% 0.75%

Ratio of net investment income to
average net assets 5.22% 5.47% 5.73% 5.91% 5.57%

Portfolio turnover rate 42% 45% 58% 44% 115%
</TABLE>

(A) Total returns shown exclude the effect of applicable sales loads.
(B) Absent fee waivers and/or expense reimbursements by the Adviser, the ratios
of expenses to average net assets would have been 1.80%, 1.37%, 1.47%, 1.46%
and 1.21% for the years ended September 30, 1999, 1998, 1997, 1996 and 1995,
respectively.

-19-
<PAGE>

<TABLE>
<S> <C>
ACCOUNT NO. 27 - ____________________________
(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:_________________________________
ADJUSTABLE RATE U.S. GOVERNMENT SECURITIES 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.#

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

Address Phone

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

_________________________________________________________________ (_____)__________________________________________
City State Zip Home Phone

___________________________________ __________________________________
Applicant Date Joint Applicant Date

___________________________________ ___________________________________
Other Authorized Signatory Date Other Authorized Signatory Date

Name Title Signature

___________________ ____________________ ___________________

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

_________________________________________________________________
(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 _______________________________________

Please Select Payment Method (Check One):

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_____________________________________________________________________________________________________________

<PAGE>

Countrywide Investment Trust
- ----------------------------
312 Walnut Street, 21st Floor
Cincinnati, Ohio 45202-4094
Nationwide (Toll-Free) 800-543-8721
Cincinnati 513-629-2000

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

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. 20549-0102, or by e-mailing a request to: public [email protected]

File No. 811-2538

-20-
<PAGE>

Income

PROSPECTUS

Money Market 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

MONEY MARKET FUND

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

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 liquidity and stability of
principal.

WHAT ARE THE FUND'S PRINCIPAL INVESTMENT STRATEGIES?

The Fund invests primarily in high-quality money market instruments (including
variable and floating rate instruments) issued by banks, corporations,
municipalities and 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 economic conditions, interest
rates, quality ratings and other conditions affecting the performance of the
fixed-income market. In general, the Fund's yield will decline when interest
rates decline.

The Fund may invest in money market instruments issued by banks, corporations
and municipalities. A deterioration in the condition of an issuer of a money
market instrument held by the Fund could result in a default by the issuer on
its payments of interest and principal, which could cause a decrease in the
value of the Fund's shares. The Fund may also invest in money market instruments
issued by the U.S. Government. While 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 issuing the
obligations. The Fund may not be able to make a claim against the U.S.
Government if the agency issuing the securities does not meet its obligations.

The Fund may also invest in variable and floating rate securities. Because these
securities have interest rates which adjust with changes in a specified index or
on a schedule, their current interest rates may be lower than existing market
interest rates.

-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 Fund's operations. The Fund's past performance is
not necessarily an indication of its future performance.

(BAR CHART)

5.06% 5.13% 5.01% 4.84%
1996 1997 1998 1999

During the period shown in the bar chart, the highest return for a quarter was
1.30% during the quarter ended December 31, 1999 and the lowest return for a
quarter was 1.12% during the quarter ended June 30, 1999.

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

Since Inception
One Year (9/29/95)
-------- ---------
Money Market Fund 4.84% 5.02%

-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.................................................... ****
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................................................... .50%
Distribution (12b-1) Fees......................................... .02%
Other Expenses.................................................... .59%
-----
Total Annual Fund Operating Expenses.............................. 1.11%(A)
=====

(A) After waivers of management fees by the Adviser, total operating expenses
were .65% for the fiscal year ended September 30, 1999. The Adviser may
discontinue these fee waivers at any time.

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
$ 113 $ 353 $ 612 $ 1,352

-4-
<PAGE>

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

INVESTMENT OBJECTIVE

The Fund seeks high current income, consistent with liquidity and stability of
principal.

PRINCIPAL INVESTMENT STRATEGIES

The Fund invests at least 65% of its total assets in high-quality money market
instruments, including the following types of money market instruments:

o Domestic bank obligations, including certificates of deposit, bankers'
acceptances and time deposits. Certificates of deposit are issued by banks
in exchange for the deposit of funds and have penalties for early
withdrawal. Bankers' acceptances are bills of exchange used by corporations
to finance the shipment and storage of goods and to furnish dollar
exchange. Time deposits are deposits in a bank which earn a specified
interest rate over a given period of time.

o U.S. Government obligations, including obligations issued directly by the
U.S. Treasury (such as Treasury bills, notes and bonds) and obligations
issued by agencies of the U.S. Government. U.S. Government obligations may
be backed by the full faith and credit of the U.S. Treasury or backed only
by the credit of the agency issuing the obligation.

o Short-term corporate obligations are debt obligations of a corporation to
pay interest and repay principal. Short-term corporate obligations include
commercial paper, notes, and bonds.

o Taxable and tax-exempt municipal securities are issued to finance public
works, to repay outstanding obligations, to raise funds for general
operating expenses and to lend money to other public institutions. The two
types of municipal securities are general obligation and revenue bonds.
General obligation bonds are secured by the issuer's full faith and credit
and taxing power, while revenue bonds are backed only by the revenues of
the specific project.

o Variable and floating rate securities are securities with interest rates
that are adjusted when a specific interest rate index changes (floating
rate securities) or on a schedule (variable rate securities).

-5-
<PAGE>

Exchange Commission's regulations for money market funds regarding the quality,
maturity and diversification of its investments, including:

o The Fund will invest primarily in obligations which are rated in the
highest category by any two national rating agencies (or by one rating
agency if only one agency provides a rating).

o The Fund will not invest more than 5% of its assets in obligations
which are rated in the second highest category by any two national
rating agencies and, subject to this limitation, the Fund may not
invest more than the greater of 1% of its total assets or $1 million
in such securities of any one issuer.

o The Fund may purchase unrated obligations if the Adviser determines
that they meet the Fund's quality standards. (If an obligation no
longer meets the Fund's quality standards or no longer presents
minimal credit risks, the Fund will sell the security as soon as
practicable).

o The Fund will not invest more than 5% of its assets in the securities
of one issuer and will not invest more than 25% of its assets in a
particular industry (except it may invest more than 25% of its assets
in bank securities).

o The Fund's dollar-weighted average maturity will be 90 days or less.

o The Fund will only invest in obligations which mature in 397 days or
less.

PRINCIPAL RISK CONSIDERATIONS

CREDIT RISK. The Fund seeks to keep its share price constant at $1.00 per share.
However, a sudden deterioration in the financial condition of an issuer of a
security or a deterioration in general economic conditions could cause the
issuer to default on its obligation to pay interest and repay principal. This
could cause the value of the Fund's shares to decrease. Although some of the
U.S. Government securities purchased by the Fund may be supported by the full
faith and credit of the U.S. Government, others may be supported only by the
credit of the agency issuing

-6-
<PAGE>

the security. If a security is not backed by the credit of the U.S. Government,
the investor may not be able to make a claim against the U.S. Government if the
agency does not meet its commitments.

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

ACCOUNT OPTIONS

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

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

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

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

-7-
<PAGE>

o 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.

INVESTMENT PLANS

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

-8-
<PAGE>

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 "Money Market Fund."

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

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

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.

-9-
<PAGE>

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.

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

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

-10-
<PAGE>

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.

charge for this service.

PROCESSING OF REDEMPTIONS

-11-
<PAGE>

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

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.

-12-
<PAGE>

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 Fund
Securities Fund *Ohio Insured Tax-Free Fund
*Intermediate Bond Fund *Intermediate Term Government
Income Fund

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. 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 realize any long-term capital gains, but if the Fund does realize such
gains, it will distribute them at least once a year.

-13-
<PAGE>

TAXES
- -----

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

-14-
<PAGE>

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.

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

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

-15-
<PAGE>

liabilities (including estimated accrued expenses) by the total number of shares
outstanding of the Fund, rounded to the nearest cent.

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

The financial highlights table is intended to help you understand the financial
performance of the Fund during its operations. 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
for periods ending after August 31, 1996 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. Information for the period ending August 31, 1996 was audited by
other independent accountants.

Net asset value at beginning of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------------------------------------------------------------------------------
Net investment income 0.046 0.050 0.004 0.050 0.046(C)
------------------------------------------------------------------------------
Dividends from net investment income (0.046) (0.050) (0.004) (0.050) (0.046)
------------------------------------------------------------------------------
Net asset value at end of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
==============================================================================
Total return 4.74% 5.07% 4.99%(E) 5.14% 4.70%
==============================================================================
Net assets at end of period (000's) $ 23,198 $ 18,492 $ 73,821 $ 94,569 $ 76,363
==============================================================================
Ratio of net expenses to
average net assets(D) 0.65% 0.79% 0.80%(E) 0.65% 0.65%(E)

Ratio of net investment income to
average net assets 4.63% 4.95% 4.99%(E) 5.03% 4.94%(E)
- ------------------------------------------------------------------------------------------------------------------------------------
(A) Effective as of the close of business on August 29, 1997, the Fund was
reorganized and its fiscal year-end, subsequent to August 31, 1997, was changed
to September 30.
(B) Represents the period from the commencement of operations
(September 29, 1995) through August 31, 1996.
(C) Calculated using weighted average shares outstanding during the period.
(D) Absent fee waivers and/or expense reimbursements, the ratios of expenses to
average net assets would have been 1.11%, 0.79% and 0.99%(E) for the periods
ended September 30, 1999, and August 31, 1997 and 1996, respectively.
(E) Annualized.
</TABLE>

-16-
<PAGE>

<TABLE>
<S> <C>
ACCOUNT NO. 96 - ____________________________
(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:_________________________________
MONEY MARKET 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.#

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

Address Phone

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

_________________________________________________________________ (_____)__________________________________________
City State Zip Home Phone

___________________________________ __________________________________
Applicant Date Joint Applicant Date

___________________________________ ___________________________________
Other Authorized Signatory Date Other Authorized Signatory Date

Name Title Signature

___________________ ____________________ ___________________

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

_________________________________________________________________
(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 _______________________________________

Please Select Payment Method (Check One):

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_____________________________________________________________________________________________________________

<PAGE>

Countrywide Investment Trust
- ----------------------------
312 Walnut Street, 21st Floor
Cincinnati, Ohio 45202-4094
Nationwide (Toll-Free) 800-543-8721
Cincinnati 513-629-2000

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

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. 20549-0102, or by e-mailing a request to: public [email protected].

File No. 811-2538

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<PAGE>

Income

PROSPECTUS

Intermediate Bond 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 BOND 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.........................................................
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 IS THE FUND'S INVESTMENT OBJECTIVE?

The Fund seeks to provide as high a level of current income as is consistent
with the preservation of capital.

WHAT ARE THE FUND'S PRINCIPAL INVESTMENT STRATEGIES?

The Fund invests substantially all of its assets in corporate debt securities,
U.S. Government securities and mortgage-backed securities. Under normal market
conditions, the Fund will invest at least 65% of its total assets in bonds and
will maintain a dollar-weighted average maturity of between 3 and 10 years.

The Fund will invest at least 60% of its total assets in bonds rated in the 3
highest rating categories and may invest up to 40% of its assets in bonds rated
below the 3 highest categories. The Fund may also invest up to 20% of its assets
in securities rated below investment-grade, commonly referred to as junk bonds.

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 affecting the performance of the
bond market. In general, bond prices fall when interest rates rise. This effect
is usually more pronounced for longer-term securities, such as those which may
be held by the Fund.

The Fund may invest in mortgage-backed securities 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. This
could negatively affect the Fund's share price, yield and return.

A deterioration in the condition of an issuer of a security held by the Fund
could result in a default by the issuer on its payments of interest and
principal, which could cause a decrease in the Fund's share price. The Fund may
purchase securities which are rated below investment-grade, commonly referred to
as junk bonds. These securities have speculative characteristics and are less
likely than higher-grade securities to pay interest and repay principal during
an economic downturn.

-2-
<PAGE>

The Fund is non-diversified and may invest in a smaller number of issuers than a
diversified fund. Therefore, an investment in the Fund may be riskier than an
investment in other types of bond funds.

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 Fund's operations 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)

4.67% 9.62% 6.86% -3.73%
1996 1997 1998 1999

The total returns shown above do not reflect the sales load on Class A shares
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
4.10% during the quarter ended September 30, 1998 and the lowest return for a
quarter was -1.52% during the quarter ended June 30, 1999.

AVERAGE ANNUAL TOTAL RETURNS
FOR PERIODS ENDED DECEMBER 31, 1999:
Since
Inception
One Year (10-3-95)
-------- ---------
Intermediate Bond Fund -8.30% 3.38%
Lehman Brothers Intermediate
Government/Corporate Bond
Index* 0.39% 5.68%

* The Lehman Brothers Intermediate Government/Corporate Bond Index is an
unmanaged index generally representative of intermediate term U.S.
Government and corporate 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)

Class A Class C
Shares Shares*
------ -------
Maximum Sales Load.......................................... 4.75% 2.25%
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price)......................... 4.75% 1.25%
Maximum Deferred Sales Load
(as a percentage of original purchase price
or the amount redeemed, whichever is less).................. ** 1.00%
Sales Load Imposed on Reinvested Dividends.................. None None
Redemption Fee ............................................. *** ***
Exchange Fee................................................ None None
Check Redemption Processing Fee (per check):
First six checks per month .............................. None None
Additional checks per month.............................. $0.25 $0.25

* As of the date of this Prospectus, this class has not yet commenced
operations.
** 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)

Class A Class C
Shares Shares
Management Fees........................................... .50% .50%
Distribution (12b-1) Fees................................. .04% .75%
Other Expenses............................................ .73% .73%(B)
----- -----
Total Annual Fund Operating Expenses ..................... 1.27%(A) 1.98%
===== =====

(A) After waivers of management fees by the Adviser, total operating expenses
were .95% for the fiscal year ended September 30, 1999. The Adviser may
discontinue these fee waivers at any time.
(B) Other Expenses are based on estimated amounts for the current fiscal year.

-4-
<PAGE>

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:

Class A Class C
Shares Shares
------ ------
1 Year $ 598 $ 423
3 Years 859 739
5 Years 1,139 1,179
10 Years 1,936 2,402

You would pay the following expenses if you did not redeem your shares:

Class A Class C
Shares Shares
------ ------
1 Year $ 598 $ 323
3 Years 859 739
5 Years 1,139 1,179
10 Years 1,936 2,402

-5-
<PAGE>

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

INVESTMENT OBJECTIVE
The Fund seeks to provide as high a level of current income as is consistent
with the preservation of capital.

PRINCIPAL INVESTMENT STRATEGIES
Under normal market conditions, the Fund will invest at least 65% of its total
assets in bonds and at least 60% of its total assets (measured at the time of
purchase) in the following types of securities which are rated, where
applicable, in the 3 highest rating categories by a rating agency, or unrated
securities that are determined to be of equivalent quality:

o Corporate debt securities, such as bonds, which represent obligations
of corporations to pay interest and repay principal.

o U.S. Government securities, including direct obligations of the U.S.
Treasury (such as Treasury bills, notes and bonds), inflation-indexed
bonds issued by the U.S. Treasury whose principal value is
periodically adjusted according to the rate of inflation, and
securities issued by agencies or instrumentalities of the U.S.
Government. U.S. Government securities may be backed by the full faith
and credit of the U.S. Treasury or backed only by the credit of the
agency or instrumentality issuing the security.

o Mortgage-backed securities of governmental issuers or private issuers.
Mortgage-backed securities issued by governmental issuers include GNMA
Certificates which are guaranteed by the Government National Mortgage
Association, FNMA Certificates which are guaranteed by the Federal
National Mortgage Association and FHLMC Certificates which are
guaranteed by the Federal Home Loan Mortgage Corporation.
Mortgage-backed securities which are issued by private issuers include
mortgage pass-through certificates or mortgage-backed bonds.

o Collateralized Mortgage Obligations ("CMOs") and Real Estate Mortgage
Investment Conduits ("REMICs") are types of mortgage-backed securities
which 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 or by private label issuers.
CMOs and REMICs 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

-6-
<PAGE>

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.

The Fund may invest in securities of any maturity and will adjust its average
weighted maturity in response to market conditions. Under normal market
conditions, the Fund expects that it will invest primarily in intermediate-term
(3-10 years) and long-term (over 10 years) securities and will have a
dollar-weighted average maturity of between 3 and 10 years.

MUNICIPAL SECURITIES. The Fund may also invest in taxable and tax-exempt
municipal securities, which are issued to finance public works, to repay
outstanding obligations, to raise funds for general operating expenses and to
lend money to other public institutions. The two types of municipal securities
are general obligation and revenue bonds. General obligation bonds are secured
by the issuer's full faith and credit and taxing power, while revenue bonds are
backed only by the revenues of the specific project.

LOWER-RATED SECURITIES. The Fund may invest up to 40% of its assets in debt
securities rated below A and may invest up to 20% of its assets in debt
securities rated below investment grade, commonly referred to as junk bonds, or
unrated securities of equivalent quality.

TEMPORARY DEFENSIVE PURPOSES. For defensive purposes, the Fund may temporarily
invest all or part of its assets in cash and/or short-term obligations (such as
variable rate demand notes, commercial paper, certificates of deposit, bankers'
acceptances, repurchase agreements and U.S. Government obligations). When taking
such a temporary defensive position, the Fund may not achieve its investment
objective.

-7-
<PAGE>

PRINCIPAL RISK CONSIDERATIONS.

As interest rates fall, homeowners may refinance their mortgages and prepay
their current mortgage. The Fund must then reinvest these prepayment proceeds in
a declining interest rate environment, which will reduce the Fund's earnings.
Prepayments on 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.

CREDIT RISK. A deterioration in the financial condition of an issuer of a
security or a deterioration in general economic conditions could cause the
issuer to default on its obligation to pay interest and repay principal. This
could cause the Fund's share price to decrease. The Fund's ability to achieve
its investment objective depends to a great extent on the ability of an issuer
of a security to meet its scheduled payments of principal and interest.

The Fund may purchase securities which are rated below investment-grade,
commonly known as junk bonds. While lower rated securities generally have higher
yields than securities with higher ratings, they are considered speculative
because they have more price volatility and risk than higher rated securities.
The prices of lower rated securities are less sensitive to changes in interest
rates than higher rated securities. However, lower-rated securities have a
greater risk of default by the

-8-
<PAGE>

issuer on its payments of principal and interest and they are more sensitive to
economic conditions. Lower rated securities are generally traded among a smaller
number of broker-dealers, making them not as liquid as other types of
securities. Because investors may perceive that there are greater risks
associated with lower-rated securities, the yields and prices of these
securities may fluctuate more than higher-rated securities. The Adviser believes
that the risks of investing in lower-rated securities may be minimized through
careful analysis of prospective issuers and the Adviser relies primarily on its
own credit analysis. As a result, the Fund's ability to achieve its investment
objective may depend to a greater extent on the Adviser's own credit analysis
than is otherwise the case with a fund that invests exclusively in higher rated
securities.

NON-DIVERSIFICATION RISK. The Fund is a non-diversified fund, which means that
it may invest more than 5% of its assets in the securities of one issuer. This
may cause the Fund's share price to be more sensitive to any single economic,
business, political or regulatory occurrence than the share price of a
diversified fund.

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

ACCOUNT OPTIONS

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

-9-
<PAGE>

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.

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

-10-
<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 Bond 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

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

-11-
<PAGE>

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 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.

Choosing a Share Class
- ----------------------

The Fund offers Class A and Class C shares. Each class represents an interest in
the same portfolio of investments and has the same rights, but differs primarily
in sales loads and distribution expense amounts. Shares of the Fund purchased
before August 1, 1999 are Class A shares. Before choosing a class, you should
consider the following factors, as well as any other relevant facts and
circumstances:

-12-
<PAGE>

The decision as to which class of shares is more beneficial to you depends on
the amount of your investment, the intended length of your investment and the
quality and scope of the value-added services provided by financial advisers who
may work with a particular sales load structure as compensation for their
services. If you qualify for reduced sales loads or, in the case of purchases of
$1 million or more, no initial sales load, you may find Class A shares
attractive because similar sales load reductions are not available for Class C
shares. Moreover, Class A shares are subject to lower ongoing expenses than
Class C shares over the term of the investment. As an alternative, Class C
shares are sold with a lower initial sales load so more of the purchase price is
immediately invested in the Fund. If you do not plan to hold your shares in the
Fund for a long time (less than 5 years), it may be better to purchase Class C
shares so that more of your purchase is invested directly in the Fund, although
you will pay higher distribution fees. If you plan to hold your shares in the
Fund for more than 5 years, it may be better to purchase Class A shares, since
after 5 years your accumulated distribution fees may be more than the sales load
paid on your purchase.

When determining which class of shares to purchase, you may want to consider the
services provided by your financial adviser and the compensation provided to
financial advisers under each share class. The Adviser works with many
experienced and very qualified financial advisers throughout the country that
may provide valuable assistance to you through ongoing education, asset
allocation programs, personalized financial planning reviews or other services
vital to your long-term success. The Adviser believes that these value-added
services can greatly benefit you through market cycles and will work diligently
with your chosen financial adviser. The Adviser has a financial adviser referral
service available, at no cost, to help you choose a financial adviser in your
area, if you do not have one.

Set forth below is a chart comparing the sales loads and distribution fees
applicable to each class of shares:

-13-
<PAGE>

- --------------------------------------------------------------------------------
CLASS SALES LOAD DISTRIBUTION
(12b-1) FEE
- --------------------------------------------------------------------------------
A Maximum of 4.75% initial sales 0.35%
load reduced for purchases of
$50,000 and over; shares sold
without an initial sales load may
be subject to a 1.00% contingent
deferred sales load during first
year if a commission was paid to
a dealer

C 1.25% initial sales load; 1.00% 1.00%
contingent deferred sales load
during first year

If you are investing $1 million or more, it is generally more beneficial for you
to buy Class A shares because there is no front-end sales load and the annual
expenses are lower.

Class A Shares
--------------

Class A shares are sold at net asset value ("NAV") plus an initial sales load.
In some cases, reduced initial sales loads for the purchase of Class A 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. Class A shares are also subject to an annual 12b-1 distribution fee of
up to .35% of the Fund's average daily net assets allocable to Class A shares.

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

Percentage Of Which Dealer
Offering Price Equals this Reallowance
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 illustrates the initial sales load breakpoints for the
purchase of Class A shares for accounts opened before August 1, 1999:

-14-
<PAGE>

Percentage Of Which Dealer
Offering Price Equals this Reallowance
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

For initial purchases of Class A shares 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 Class A shares of the Fund may be aggregated with simultaneous
purchases of Class A 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
Class A 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 Class A 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 Class A shares of any
Countrywide Fund sold with a sales

-15-
<PAGE>

load 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. Class A 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 Class A 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, Class A 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 Class A 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 Class A 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.

-16-
<PAGE>

CONTINGENT DEFERRED SALES LOAD FOR CERTAIN PURCHASES OF CLASS A SHARES. A
contingent deferred sales load is imposed upon certain redemptions of Class A
shares of the Fund (or shares into which such Class A 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 Class A shares being redeemed, or (2) the NAV of the Class A
shares at the time of redemption. If a purchase of Class A shares is subject to
the contingent deferred sales load, you will be notified on the confirmation you
receive for your purchase. Redemptions of Class A shares of the Fund held for at
least one year will not be subject to the contingent deferred sales load.

Class C Shares
--------------

Class C shares are sold with an initial sales load of 1.25% and are subject to a
contingent deferred sales load of 1.00% on redemptions of Class C shares made
within one year of their purchase. The contingent deferred sales load will be a
percentage of the dollar amount of shares redeemed and will be assessed on an
amount equal to the lesser of (1) the NAV at the time of purchase of the Class C
shares being redeemed, or (2) the NAV of the Class C shares being redeemed. A
contingent deferred sales load will not be imposed upon redemptions of Class C
shares held for at least one year. Class C shares are subject to an annual 12b-1
fee of up to 1.00% of the Fund's average daily net assets allocable to Class C
shares. The Adviser intends to pay a commission of 2.00% of the purchase amount
to your broker at the time you purchase Class C shares.

Additional Information on the Contingent Deferred Sales Load
- ------------------------------------------------------------

All sales loads imposed on redemptions are paid to the Adviser. In determining
whether the contingent deferred sales load is payable, it is assumed that shares
not subject to the contingent deferred sales load are the first redeemed
followed by other shares held for the longest period of time. The contingent

-17-
<PAGE>

deferred sales load will not be imposed upon shares representing reinvested
dividends or capital gains distributions, or upon amounts representing share
appreciation.

The following example will illustrate the operation of the contingent deferred
sales load. Assume that you open an account and purchase 1,000 shares at $10 per
share and that six months later the NAV per share is $12 and, during such time,
you have acquired 50 additional shares through reinvestment of distributions. If
at such time you should redeem 450 shares (proceeds of $5,400), 50 shares will
not be subject to the load because of dividend reinvestment. With respect to the
remaining 400 shares, the load is applied only to the original cost of $10 per
share and not to the increase in net asset value of $2 per share. Therefore,
$4,000 of the $5,400 redemption proceeds will be charged the load. At the rate
of 1.00%, the contingent deferred sales load would be $40. In determining
whether an amount is available for redemption without incurring a deferred sales
load, the purchase payments made for all Class C shares in your account are
aggregated.

DISTRIBUTION PLANS

Pursuant to Rule 12b-1 under the 1940 Act, the Fund has adopted two separate
plans of distribution under which the Fund's two classes of shares may 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 each class
of shares.

The annual limitation for payment of expenses pursuant to the Class A Plan is
.35% of the Fund's average daily net assets allocable to Class A shares. The
annual limitation for payment of expenses pursuant to the Class C Plan is 1.00%
of the Fund's average daily net assets allocable to Class C shares. The payments
permitted by the Class C Plan fall into two categories. First, the Class C
shares may directly incur or reimburse the Adviser in an amount not to exceed
.75% per year of the Fund's

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<PAGE>

average daily net assets allocable to Class C shares for certain
distribution-related expenses as described above. The Class C Plan also provides
for the payment of an account maintenance fee of up to .25% per year of the
Fund's average daily net assets allocable to Class C shares, which may be paid
to dealers based on the average value of Fund shares owned by clients of such
dealers. Because these 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 and may
cost you more than paying other types of sales loads. In the event a Plan is
terminated by the Trust in accordance with its terms, the Fund will not be
required to make any payments for expenses incurred after the date the Plan
terminates. The Adviser may make payments to dealers and other persons in an
amount up to .75% per annum of the average value of Class C shares owned by
their clients, in addition to the .25% account maintenance fee described above.

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

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

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<PAGE>

the check is received by 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.

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

-20-
<PAGE>

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

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 within 3 days after receipt
of a proper request).

-21-
<PAGE>

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.

Class A 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 (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.

Class C shares of the Fund and Class A 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

-22-
<PAGE>

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

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.

-23-
<PAGE>

and you must notify the Transfer Agent that your distribution is being
reinvested under this provision.

TAXES
- -----

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

The Fund is a non-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.

-24-
<PAGE>

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.

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.

-25-
<PAGE>

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

The financial highlights table is intended to help you understand the financial
performance of Class A shares of the Fund during its operations. 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 or
lost on an investment in the Fund (assuming reinvestment of all dividends and
distributions). The information for periods ending after August 31, 1996 has
been audited by Arthur Andersen LLP, whose report, along with the Fund's
financial statements, is included in the Statement of Additional Information,
which is available upon request. Information for the period ending August 31,
1996 was audited by other independent accountants.

YEAR YEAR ONE MONTH YEAR PERIOD
ENDED ENDED ENDED ENDED ENDED
SEPT. 30, SEPT. 30, SEPT. 30 AUGUST 31, AUGUST 31,
1999 1998 1997(A) 1997 1996(B)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value at beginning of period $ 10.50 $ 10.09 $ 10.00 $ 9.75 $ 10.00
--------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income 0.59 0.62 0.05 0.62 0.57(C)
Net realized and unrealized gains
(losses) on investments (0.97) 0.41 0.09 0.28 (0.25)(C)
--------------------------------------------------------------------------
Total from investment operations (0.38) 1.03 0.14 0.90 0.32
--------------------------------------------------------------------------
Less distributions:
Dividends from net investment
income (0.59) (0.62) (0.05) (0.62) (0.57)
Distributions from net realized
gains (0.08) -- -- (0.03) --
--------------------------------------------------------------------------
Total distributions (0.67) (0.62) (0.05) (0.65) (0.57)
--------------------------------------------------------------------------
Net asset value at end of period $ 9.45 $ 10.50 $ 10.09 $ 10.00 $ 9.75
==========================================================================
Total return(D) (3.71)% 10.54% 1.41% 9.48% 3.23%
==========================================================================
Net assets at end of period (000's) $ 11,687 $ 23,718 $ 15,671 $ 15,114 $ 13,357
==========================================================================
Ratio of net expenses to
average net assets(E) 0.95% 0.95% 0.95%(F) 0.85% 0.68%(F)

Ratio of net investment income to
average net assets 5.96% 6.08% 6.18%(F) 6.26% 6.31%(F)

Portfolio turnover rate 92% 63% 0% 41% 12%

(A) Effective as of the close of business on August 29, 1997, the Fund was reorganized and its fiscal year-end,
subsequent to August 31, 1997, was changed to September 30.
(B) Represents the period from the commencement of operations (October 3, 1995) through August 31, 1996.
(C) Calculated using weighted average shares outstanding during the period.
(D) Total returns shown exclude the effect of applicable sales loads.
(E) Absent fee waivers and/or expense reimbursements, the ratios of expenses to average net assets would have
been 1.27%, 0.98%, 1.38%(F), 1.53% and 2.04%(F) for the periods ended September 30, 1999, 1998 and 1997,
and August 31, 1997 and 1996, respectively.
(F) Annualized.
</TABLE>

-26-
<PAGE>

<TABLE>
<S> <C>
ACCOUNT NO. ____________________________
(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 BOND FUND Home Office Address:____________________________
Branch Address:_________________________________
[ ] A Shares (93) $____________________ Rep Name & No.:_________________________________
[ ] C Shares (95) $____________________ Rep Signature:__________________________________
___________________________________________________________________________________________________________________
Initial Investment of $_____________