November 1, 1999
COUNTRYWIDE STRATEGIC TRUST
Equity Fund
Utility Fund
Growth/Value Fund
Aggressive Growth Fund
Supplement to Prospectuses Dated August 1, 1999
The following should be read in conjunction with the section entitled "Operation
of the Funds":
On October 29, 1999, Fort Washington Investment Advisors, Inc., a wholly-owned
subsidiary of The Western - Southern Life Insurance Company
("Western-Southern") acquired all of the outstanding stock of Countrywide
Financial Services, Inc. (the "Acquisition"). Countrywide Investments, Inc. (the
"Adviser"), which provides investment advisory and distribution services to the
Trust, and Countrywide Fund Services, Inc. (the "Transfer Agent"), which
provides transfer agency, accounting and administrative services to the Trust,
are wholly-owned subsidiaries of Countrywide Financial Services, Inc. As a
result of the Acquisition, the Adviser and the Transfer Agent are each an
indirect wholly-owned subsidiary of Western-Southern. Western-Southern provides
life and health insurance, annuities, mutual funds, business planning insurance,
health insurance, asset management and other related financial services.
On October 27, 1999, a Special Meeting of Shareholders of the Trust was held in
order for shareholders to vote on certain matters relating to the Acquisition.
Shareholders of the Funds voted to approve new investment advisory agreements
with the Adviser containing substantially identical terms and conditions, in all
material respects, as the advisory agreements in effect prior to the
Acquisition. Shareholders of the Growth/Value Fund and the Aggressive Growth
Fund voted to approve new subadvisory agreements with Mastrapasqua & Associates,
Inc. containing substantially identical terms, in all material respects, as the
subadvisory agreements in effect prior to the Acquisition. Shareholders also
elected the following individuals to serve on the Board of Trustees of the Trust
effective upon the closing of the Acquisition: William O. Coleman, Phillip R.
Cox, H. Jerome Lerner, Robert H. Leshner, Jill T. McGruder, Oscar P. Robertson,
Nelson Schwab, Jr., Robert E. Stautberg and Joseph S. Stern, Jr.
The investment objectives and policies of the Funds and the persons providing
investment management services to the Funds have not been affected by the
Acquisition.
The following should be read in conjunction with the section entitled "How to
Purchase Shares":
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As a result of the Acquisition, the InvestPlus Plan will no longer be offered.
Therefore, Countrywide Home Loans mortgage holders may no longer write one check
for their mortgage payment and their investment in a Fund. The paragraph
describing the InvestPlus Plan should be disregarded and is no longer
applicable.
