POWER OF ATTORNEY

     WHEREAS,  the undersigned is a trustee of Countrywide  Strategic Trust (the
"Trust"); and

     WHEREAS,  the Trust  proposes  to file  with the  Securities  and  Exchange
Commission,  pursuant  to the  provisions  of the  Securities  Act of  1933,  as
amended, a Registration  Statement on Form N-14 (the "Registration  Statement");
and

     NOW THEREFORE,  the  undersigned  hereby  constitutes  and appoints Jill T.
McGruder and Edward S. Heenan, each of them individually and with full powers of
substitution,  as his true and lawful  attorney in fact and agent to execute and
file, in his name and on his behalf in any and all capacities,  the Registration
Statement  (and the  prospectuses,  statements  of  additional  information  and
exhibits  included  therein  and any  supplement  to any of the  foregoing)  and
thereafter  to execute  and file any  post-effective  amendment  or  amendments,
amended   prospectus  or  prospectuses,   amended  statement  or  statements  of
additional  information,  amended  exhibits  or  any  supplements  to any of the
foregoing  (collectively,  the "N-14 Filings"). The undersigned hereby gives and
grants to said  attorneys  full power and  authority  to do and perform each and
every act and thing  whatsoever  requisite and necessary to be done in and about
the  premises as fully to all  intents  and  purposes as he might or could do if
personally  present at the doing thereof.  The  undersigned  hereby ratifies and
confirms as his own act and deed all that said  attorneys may or shall  lawfully
do or cause to be done by virtue  hereof.  Each  attorney in fact and agent has,
and may exercise, all of the powers conferred hereby.

     The authority  hereby granted is limited to the execution and filing of the
N-14  Filings  and,  unless  earlier  revoked by the  undersigned  or  expressly
extended by the undersigned in writing, shall remain in force and effective only
until the N-14 Filings shall have become effective.

     IN WITNESS WHEREOF,  the undersigned has hereunto set his hand this 7th day
of January, 2000.

                                             /s/ Joseph S. Stern, Jr.
                                             ------------------------
                                             Joseph S. Stern, Jr.



                                POWER OF ATTORNEY

     WHEREAS,  the undersigned is a trustee of Countrywide  Strategic Trust (the
"Trust"); and

     WHEREAS,  the Trust  proposes  to file  with the  Securities  and  Exchange
Commission,  pursuant  to the  provisions  of the  Securities  Act of  1933,  as
amended, a Registration  Statement on Form N-14 (the "Registration  Statement");
and

     NOW THEREFORE,  the  undersigned  hereby  constitutes  and appoints Jill T.
McGruder and Edward S. Heenan, each of them individually and with full powers of
substitution,  as his true and lawful  attorney in fact and agent to execute and
file, in his name and on his behalf in any and all capacities,  the Registration
Statement  (and the  prospectuses,  statements  of  additional  information  and
exhibits  included  therein  and any  supplement  to any of the  foregoing)  and
thereafter  to execute  and file any  post-effective  amendment  or  amendments,
amended   prospectus  or  prospectuses,   amended  statement  or  statements  of
additional  information,  amended  exhibits  or  any  supplements  to any of the
foregoing  (collectively,  the "N-14 Filings"). The undersigned hereby gives and
grants to said  attorneys  full power and  authority  to do and perform each and
every act and thing  whatsoever  requisite and necessary to be done in and about
the  premises as fully to all  intents  and  purposes as he might or could do if
personally  present at the doing thereof.  The  undersigned  hereby ratifies and
confirms as his own act and deed all that said  attorneys may or shall  lawfully
do or cause to be done by virtue  hereof.  Each  attorney in fact and agent has,
and may exercise, all of the powers conferred hereby.

     The authority  hereby granted is limited to the execution and filing of the
N-14  Filings  and,  unless  earlier  revoked by the  undersigned  or  expressly
extended by the undersigned in writing, shall remain in force and effective only
until the N-14 Filings shall have become effective.

     IN WITNESS WHEREOF,  the undersigned has hereunto set his hand this 7th day
of January, 2000.

                                             /s/ William O. Coleman
                                             ------------------------
                                             William O. Coleman




                                POWER OF ATTORNEY

     WHEREAS,  the undersigned is a trustee of Countrywide  Strategic Trust (the
"Trust"); and

     WHEREAS,  the Trust  proposes  to file  with the  Securities  and  Exchange
Commission,  pursuant  to the  provisions  of the  Securities  Act of  1933,  as
amended, a Registration  Statement on Form N-14 (the "Registration  Statement");
and

     NOW THEREFORE,  the  undersigned  hereby  constitutes  and appoints Jill T.
McGruder and Edward S. Heenan, each of them individually and with full powers of
substitution,  as his true and lawful  attorney in fact and agent to execute and
file, in his name and on his behalf in any and all capacities,  the Registration
Statement  (and the  prospectuses,  statements  of  additional  information  and
exhibits  included  therein  and any  supplement  to any of the  foregoing)  and
thereafter  to execute  and file any  post-effective  amendment  or  amendments,
amended   prospectus  or  prospectuses,   amended  statement  or  statements  of
additional  information,  amended  exhibits  or  any  supplements  to any of the
foregoing  (collectively,  the "N-14 Filings"). The undersigned hereby gives and
grants to said  attorneys  full power and  authority  to do and perform each and
every act and thing  whatsoever  requisite and necessary to be done in and about
the  premises as fully to all  intents  and  purposes as he might or could do if
personally  present at the doing thereof.  The  undersigned  hereby ratifies and
confirms as his own act and deed all that said  attorneys may or shall  lawfully
do or cause to be done by virtue  hereof.  Each  attorney in fact and agent has,
and may exercise, all of the powers conferred hereby.

     The authority  hereby granted is limited to the execution and filing of the
N-14  Filings  and,  unless  earlier  revoked by the  undersigned  or  expressly
extended by the undersigned in writing, shall remain in force and effective only
until the N-14 Filings shall have become effective.

     IN WITNESS WHEREOF,  the undersigned has hereunto set his hand this 7th day
of January, 2000.

                                             /s/ Robert E. Stautberg
                                             ------------------------
                                             Robert E. Stautberg



                                POWER OF ATTORNEY

     WHEREAS,  the undersigned is a trustee of Countrywide  Strategic Trust (the
"Trust"); and

     WHEREAS,  the Trust  proposes  to file  with the  Securities  and  Exchange
Commission,  pursuant  to the  provisions  of the  Securities  Act of  1933,  as
amended, a Registration  Statement on Form N-14 (the "Registration  Statement");
and

     NOW THEREFORE,  the  undersigned  hereby  constitutes  and appoints Jill T.
McGruder and Edward S. Heenan, each of them individually and with full powers of
substitution,  as his true and lawful  attorney in fact and agent to execute and
file, in his name and on his behalf in any and all capacities,  the Registration
Statement  (and the  prospectuses,  statements  of  additional  information  and
exhibits  included  therein  and any  supplement  to any of the  foregoing)  and
thereafter  to execute  and file any  post-effective  amendment  or  amendments,
amended   prospectus  or  prospectuses,   amended  statement  or  statements  of
additional  information,  amended  exhibits  or  any  supplements  to any of the
foregoing  (collectively,  the "N-14 Filings"). The undersigned hereby gives and
grants to said  attorneys  full power and  authority  to do and perform each and
every act and thing  whatsoever  requisite and necessary to be done in and about
the  premises as fully to all  intents  and  purposes as he might or could do if
personally  present at the doing thereof.  The  undersigned  hereby ratifies and
confirms as his own act and deed all that said  attorneys may or shall  lawfully
do or cause to be done by virtue  hereof.  Each  attorney in fact and agent has,
and may exercise, all of the powers conferred hereby.

     The authority  hereby granted is limited to the execution and filing of the
N-14  Filings  and,  unless  earlier  revoked by the  undersigned  or  expressly
extended by the undersigned in writing, shall remain in force and effective only
until the N-14 Filings shall have become effective.

     IN WITNESS WHEREOF,  the undersigned has hereunto set his hand this 7th day
of January, 2000.

                                             /s/ Nelson Schwab, Jr.
                                             ----------------------
                                             Nelson Schwab, Jr.



                                POWER OF ATTORNEY

     WHEREAS,  the undersigned is a trustee of Countrywide  Strategic Trust (the
"Trust"); and

     WHEREAS,  the Trust  proposes  to file  with the  Securities  and  Exchange
Commission,  pursuant  to the  provisions  of the  Securities  Act of  1933,  as
amended, a Registration  Statement on Form N-14 (the "Registration  Statement");
and

     NOW THEREFORE,  the  undersigned  hereby  constitutes  and appoints Jill T.
McGruder and Edward S. Heenan, each of them individually and with full powers of
substitution,  as his true and lawful  attorney in fact and agent to execute and
file, in his name and on his behalf in any and all capacities,  the Registration
Statement  (and the  prospectuses,  statements  of  additional  information  and
exhibits  included  therein  and any  supplement  to any of the  foregoing)  and
thereafter  to execute  and file any  post-effective  amendment  or  amendments,
amended   prospectus  or  prospectuses,   amended  statement  or  statements  of
additional  information,  amended  exhibits  or  any  supplements  to any of the
foregoing  (collectively,  the "N-14 Filings"). The undersigned hereby gives and
grants to said  attorneys  full power and  authority  to do and perform each and
every act and thing  whatsoever  requisite and necessary to be done in and about
the  premises as fully to all  intents  and  purposes as he might or could do if
personally  present at the doing thereof.  The  undersigned  hereby ratifies and
confirms as his own act and deed all that said  attorneys may or shall  lawfully
do or cause to be done by virtue  hereof.  Each  attorney in fact and agent has,
and may exercise, all of the powers conferred hereby.

     The authority  hereby granted is limited to the execution and filing of the
N-14  Filings  and,  unless  earlier  revoked by the  undersigned  or  expressly
extended by the undersigned in writing, shall remain in force and effective only
until the N-14 Filings shall have become effective.

     IN WITNESS WHEREOF,  the undersigned has hereunto set his hand this 7th day
of January, 2000.

                                             /s/ Phillip R. Cox
                                             ------------------------
                                             Phillip R. Cox



                                POWER OF ATTORNEY

     WHEREAS,  the undersigned is a trustee of Countrywide  Strategic Trust (the
"Trust"); and

     WHEREAS,  the Trust  proposes  to file  with the  Securities  and  Exchange
Commission,  pursuant  to the  provisions  of the  Securities  Act of  1933,  as
amended, a Registration  Statement on Form N-14 (the "Registration  Statement");
and

     NOW THEREFORE,  the  undersigned  hereby  constitutes  and appoints Jill T.
McGruder and Edward S. Heenan, each of them individually and with full powers of
substitution,  as his true and lawful  attorney in fact and agent to execute and
file, in his name and on his behalf in any and all capacities,  the Registration
Statement  (and the  prospectuses,  statements  of  additional  information  and
exhibits  included  therein  and any  supplement  to any of the  foregoing)  and
thereafter  to execute  and file any  post-effective  amendment  or  amendments,
amended   prospectus  or  prospectuses,   amended  statement  or  statements  of
additional  information,  amended  exhibits  or  any  supplements  to any of the
foregoing  (collectively,  the "N-14 Filings"). The undersigned hereby gives and
grants to said  attorneys  full power and  authority  to do and perform each and
every act and thing  whatsoever  requisite and necessary to be done in and about
the  premises as fully to all  intents  and  purposes as he might or could do if
personally  present at the doing thereof.  The  undersigned  hereby ratifies and
confirms as his own act and deed all that said  attorneys may or shall  lawfully
do or cause to be done by virtue  hereof.  Each  attorney in fact and agent has,
and may exercise, all of the powers conferred hereby.

     The authority  hereby granted is limited to the execution and filing of the
N-14  Filings  and,  unless  earlier  revoked by the  undersigned  or  expressly
extended by the undersigned in writing, shall remain in force and effective only
until the N-14 Filings shall have become effective.

     IN WITNESS WHEREOF,  the undersigned has hereunto set his hand this 7th day
of January, 2000.

                                             /s/ H. Jerome Lerner
                                             ------------------------
                                             H. Jerome Lerner



                                POWER OF ATTORNEY

     WHEREAS,  the undersigned is a trustee of Countrywide  Strategic Trust (the
"Trust"); and

     WHEREAS,  the Trust  proposes  to file  with the  Securities  and  Exchange
Commission,  pursuant  to the  provisions  of the  Securities  Act of  1933,  as
amended, a Registration  Statement on Form N-14 (the "Registration  Statement");
and

     NOW THEREFORE,  the  undersigned  hereby  constitutes  and appoints Jill T.
McGruder and Edward S. Heenan, each of them individually and with full powers of
substitution,  as his true and lawful  attorney in fact and agent to execute and
file, in his name and on his behalf in any and all capacities,  the Registration
Statement  (and the  prospectuses,  statements  of  additional  information  and
exhibits  included  therein  and any  supplement  to any of the  foregoing)  and
thereafter  to execute  and file any  post-effective  amendment  or  amendments,
amended   prospectus  or  prospectuses,   amended  statement  or  statements  of
additional  information,  amended  exhibits  or  any  supplements  to any of the
foregoing  (collectively,  the "N-14 Filings"). The undersigned hereby gives and
grants to said  attorneys  full power and  authority  to do and perform each and
every act and thing  whatsoever  requisite and necessary to be done in and about
the  premises as fully to all  intents  and  purposes as he might or could do if
personally  present at the doing thereof.  The  undersigned  hereby ratifies and
confirms as his own act and deed all that said  attorneys may or shall  lawfully
do or cause to be done by virtue  hereof.  Each  attorney in fact and agent has,
and may exercise, all of the powers conferred hereby.

     The authority  hereby granted is limited to the execution and filing of the
N-14  Filings  and,  unless  earlier  revoked by the  undersigned  or  expressly
extended by the undersigned in writing, shall remain in force and effective only
until the N-14 Filings shall have become effective.

     IN WITNESS WHEREOF,  the undersigned has hereunto set his hand this 7th day
of January, 2000.

                                             /s/ Robert H. Leshner
                                             ------------------------
                                             Robert H. Leshner



                                POWER OF ATTORNEY

     WHEREAS,  the undersigned is a trustee of Countrywide  Strategic Trust (the
"Trust"); and

     WHEREAS,  the Trust  proposes  to file  with the  Securities  and  Exchange
Commission,  pursuant  to the  provisions  of the  Securities  Act of  1933,  as
amended, a Registration  Statement on Form N-14 (the "Registration  Statement");
and

     NOW THEREFORE,  the  undersigned  hereby  constitutes  and appoints Jill T.
McGruder and Edward S. Heenan, each of them individually and with full powers of
substitution,  as his true and lawful  attorney in fact and agent to execute and
file, in his name and on his behalf in any and all capacities,  the Registration
Statement  (and the  prospectuses,  statements  of  additional  information  and
exhibits  included  therein  and any  supplement  to any of the  foregoing)  and
thereafter  to execute  and file any  post-effective  amendment  or  amendments,
amended   prospectus  or  prospectuses,   amended  statement  or  statements  of
additional  information,  amended  exhibits  or  any  supplements  to any of the
foregoing  (collectively,  the "N-14 Filings"). The undersigned hereby gives and
grants to said  attorneys  full power and  authority  to do and perform each and
every act and thing  whatsoever  requisite and necessary to be done in and about
the  premises as fully to all  intents  and  purposes as he might or could do if
personally  present at the doing thereof.  The  undersigned  hereby ratifies and
confirms as his own act and deed all that said  attorneys may or shall  lawfully
do or cause to be done by virtue  hereof.  Each  attorney in fact and agent has,
and may exercise, all of the powers conferred hereby.

     The authority  hereby granted is limited to the execution and filing of the
N-14  Filings  and,  unless  earlier  revoked by the  undersigned  or  expressly
extended by the undersigned in writing, shall remain in force and effective only
until the N-14 Filings shall have become effective.

     IN WITNESS WHEREOF,  the undersigned has hereunto set his hand this 7th day
of January, 2000.

                                             /s/ Oscar P. Robertson
                                             ------------------------
                                             Oscar P. Robertson