CONSECO FUND GROUP, 485APOS, 1997-10-15

CONSECO FUND GROUP
485APOS, 1997-10-15

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As Filed With The Securities And Exchange Commission On October 15, 1997
File Nos. 333-13185
811-7839

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __X__

Pre-Effective Amendment No. ___

Post-Effective Amendment No. _2_

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 __X__

Amendment No. _3_

CONSECO FUND GROUP
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)

11825 North Pennsylvania Street
Carmel, Indiana 46032
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)

(317) 817-6300
- --------------------------------------------------------------------------------
(Registrant's Telephone Number, including Area Code)

WILLIAM P. LATIMER, Esq.
Conseco Capital Management, Inc.
11825 North Pennsylvania Street
Carmel, Indiana 46032
- --------------------------------------------------------------------------------
(Name and Address of Agent for Service of Process)

Copies to:
DONALD W. SMITH, Esq.
ROBERT J. ZUTZ, Esq.
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
Second Floor
Washington, D.C. 20036-1800
Telephone: (202) 778-9000

Approximate Date of Proposed Public Offering: Continuous

It is proposed that this filing will become effective:

[ ] Immediately upon filing pursuant to Rule 485(b)
[ ] On ___________________________ pursuant to Rule 485(b)
[ ] 60 days after filing pursuant to Rule 485(a)(i)
[ X ] On December 29, 1997 pursuant to Rule 485(a)(i)
[ ] 75 days after filing pursuant to Rule 485(a)(ii)
[ ] On _________________ pursuant to Rule 485(a)(ii)

<PAGE>

Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the
Registrant has registered an indefinite amount of shares under the Securities
Act of 1933 and filed the declaration pursuant to that rule on December 20,
1996.

<PAGE>

CONSECO FUND GROUP
Conseco 20 Fund
High Yield Fund
International Fund

Contents of Registration Statement

This Registration Statement consists of the following papers and documents:

Cover Sheet

Contents of Registration Statement

Cross Reference Sheet

Part A - Conseco Fund Group, Class A , B and C prospectus

Conseco Fund Group, Class Y prospectus

Part B - Statement of Additional Information

Part C - Other Information

Signature Pages

No change is intended to be made by this Post-Effective Amendment No. 2
to the prospectuses or statements of additional information for the Equity Fund,
the Asset Allocation Fund or the Fixed Income Fund.

<PAGE>

CONSECO FUND GROUP
Conseco 20 Fund
High Yield Fund
International Fund
REGISTRATION STATEMENT ON FORM N-1A
CROSS REFERENCE SHEET

N-1A Location in
Item No. Registration Statement
-------- ----------------------
Part A: Information Required In Prospectus
------------------------------------------
<S> <C> <C>
1. Cover Page Cover Page

2. Synopsis Fee Table

3. Condensed Financial Information Not Applicable

4. General Description of Registrant Cover Page

5. Management of the Fund Management

6. Capital Stock and Other Securities Investment Objectives and Policies of
the Funds
7. Purchase of Securities Being Offered Purchase and Redemption of Shares

8. Redemption or Repurchase Purchase and Redemption of Shares

9. Pending Legal Proceedings Not Applicable

Part B: Information Required In
Statement of Additional Information
-----------------------------------

10. Cover Page Cover Page

11. Table of Contents Cover Page

12. General Information and History General Information

13. Investment Objectives and Policies Investment Restrictions

14. Management of the Registrant Management

15. Control Persons and Principal Holders of Securities Not Applicable

16. Investment Advisory and Other Services Management

17. Brokerage Allocation Portfolio Turnover and Securities
Transactions

<PAGE>

N-1A Location in
Item No. Registration Statement
-------- ----------------------
18. Capital Stock and Other Securities General

19. Purchase, Redemption and Pricing of Purchase and Redemption of Shares
Securities Being Offered

20. Tax Status Taxes

21. Underwriters Distribution Arrangements

22. Calculation of Performance Data Investment Performance

23. Financial Statements Financial Statements

Part C: Other Information
-------------------------

24. Financial Statements and Exhibits Financial Statements and Exhibits

25. Persons Controlled by or Under Common Control Persons Controlled by or Under Common
Control

26. Number of Holders of Securities Number of Holders of Securities

27. Indemnification Indemnification

28. Business and Other Connections Business and Other Connections of
of Investment Adviser Investment Adviser

29. Principal Underwriters Principal Underwriters

30. Location of Accounts and Records Location of Accounts and Records

31. Management Services Management Services

32. Undertakings Undertakings

</TABLE>

<PAGE>

CONSECO FUND GROUP

ADMINISTRATIVE OFFICE: 11815 N. PENNSYLVANIA STREET, CARMEL, INDIANA 46032 (317)
817-6300

The Conseco Fund Group (the "Trust") is an open-end diversified management
investment company registered with the Securities and Exchange Commission
("SEC") under the Investment Company Act of 1940 ("1940 Act"). The Trust was
organized as a Massachusetts business trust on September 24, 1996. The Trust is
a "series" type of mutual fund which issues separate series of shares, each of
which represents a separate portfolio of investments. This Prospectus offers
shares of three series ("Funds") of the Trust, each with its own investment
objective and investment policies. Each Fund offers four classes of shares. This
Prospectus relates solely to Class A shares, Class B shares and Class C shares
of the Funds. Class Y shares are offered to certain institutional investors
through a separate prospectus. Each class may have different expenses, which may
affect performance.

The investment programs of the Funds are as follows:

CONSECO 20 FUND seeks capital appreciation by investing in a limited
number of equity securities. The Fund is "non-diversified" under the 1940 Act
and normally concentrates its investments in a core position of approximately 20
common stocks believed to have above-average growth prospects.

HIGH YIELD FUND seeks a high level of current income, with a secondary
objective of capital appreciation, by investing primarily in lower-rated
fixed-income securities. These securities are subject to greater fluctuations in
value and greater risk of loss of income and principal due to default by the
issuer than are higher-rated securities; therefore, investors should carefully
assess the risks associated with an investment in this Fund.

INTERNATIONAL FUND seeks long-term capital appreciation. The Fund seeks
to achieve its objective by investing all of its investable assets in the
International Equity Portfolio (the "Portfolio" or the "International
Portfolio") of the AMR Investment Services Trust (the "AMR Trust"), which
invests primarily in equity securities of issuers based outside the United
States.

Conseco Capital Management, Inc. (the "Adviser") serves as the Trust's
investment adviser. The Adviser supervises the Trust's management and investment
program, performs a variety of administrative services on behalf of the Trust,
and pays all compensation of officers and Trustees of the Trust who are
affiliated persons of the Adviser or the Trust. The Trust pays all other
expenses incurred in its operations, including fees and expenses of Trustees who
are not affiliated persons of the Adviser or the Trust.

As noted above, the International Fund seeks its investment objective
by investing all of its investable assets in the International Portfolio. The
Portfolio invests in securities in accordance with an investment objective,
policies and limitations substantially similar to those of the Fund. The
investment experience of the Fund will correspond directly with the investment
experience of the Portfolio. Whenever the phrase "all of the Fund's investable
assets" is used, it means that the only investment securities that will be held
by the International Fund will be the Fund's interest in the Portfolio. This
"master-feeder" structure is different from that of many other investment
companies which directly acquire and manage their own portfolios of securities.
Accordingly, investors should carefully consider this investment approach. See
"Additional Information About the Master-Feeder Structure." AMR Investment
Services, Inc. ("AMR") provides investment management and administrative
services to the Portfolio.

* * * * *

<PAGE>

There is no assurance that any of the Funds listed above will achieve
its investment objective. The various Funds may be used independently or in
combination. You may also purchase shares of the other series of the Trust or of
a money market fund currently managed by Federated Investors, through separate
prospectuses. Those prospectuses are available upon request by calling ________.

This Prospectus sets forth concisely the information about the Trust
that an investor should know before investing. A Statement of Additional
Information ("SAI") dated January 2, 1998, containing additional information
about the Trust and the Funds, has been filed with the SEC and is incorporated
by reference in this Prospectus in its entirety. You may obtain a copy of the
SAI without charge by calling or writing the Trust at the address and telephone
number above.

INVESTORS SHOULD READ AND RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus is January 2, 1998.

TABLE OF CONTENTS
Page

Cover Page.............................................................. 1
FEE TABLE.................................................................2
INVESTMENT OBJECTIVES AND POLICIES OF THE FUNDS...........................5
INVESTMENT TECHNIQUES AND OTHER INVESTMENT POLICIES.......................9
ADDITIONAL INFORMATION ABOUT THE MASTER-FEEDER STRUCTURE.................18
MANAGEMENT...............................................................19
PURCHASE OF SHARES.......................................................23
ALTERNATIVE PRICING ARRANGEMENTS.........................................25
REDEMPTION OF SHARES.....................................................29
DIVIDENDS, OTHER DISTRIBUTIONS AND TAXES.................................33
PERFORMANCE INFORMATION..................................................36
OTHER INFORMATION........................................................36
APPENDIX A SECURITIES RATINGS.............................................1

FEE TABLE

The following fee tables are provided to assist investors in
understanding the various fees and expenses which may be borne directly or
indirectly by an investment in Class A, Class B and Class C shares of the Funds.

SHAREHOLDER TRANSACTION EXPENSES CLASS A CLASS B CLASS C
- -------------------------------- ------- ------- -------

ALL FUNDS
Maximum Sales Charge Imposed on 5% None None
Purchases (as a percentage of offering price)

Maximum Sales Charge Imposed on None None None
Reinvested Dividends (as a percentage of
offering price)

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<PAGE>

Maximum Contingent Deferred Sales Charge None 5%* 1%**
(as a percentage of offering price or net asset
value at the time of sale, whichever is less)

Redemption Fees None None None

*The maximum 5% contingent deferred sales charge applies to sales of
Class B shares during the first year after purchase. The charge generally
declines annually, reaching zero after six years.

**The 1% contingent deferred sales charge applies only if an investor
sells Class C shares within the first year after purchase.

ANNUAL FUND OPERATING EXPENSES
- ------------------------------
(as a percentage of average daily net assets)
CLASS A CLASS B CLASS C
------- ------- -------
CONSECO 20 FUND
Management Fees 0.70% 0.70% 0.70%
Administrative Fees 0.20% 0.20% 0.20%
12b-1 Fees (1) 0.50% 1.00% 1.00%
Other Expenses (2) 0.35% 0.35% 0.35%
===== ===== =====
Total Operating Expenses (3) 1.75% 2.25% 2.25%

CLASS A CLASS B CLASS C
------- ------- -------
HIGH YIELD FUND
Management Fees (5) 0.60% 0.60% 0.60%
Administrative Fees 0.20% 0.20% 0.20%
12b-1 Fees (1) 0.50% 1.00% 1.00%
Other Expenses (2) 0.10% 0.10% 0.10%
===== ===== =====
Total Operating Expenses (3) 1.40% 1.90% 1.90%

CLASS A CLASS B CLASS C
------- ------- -------
INTERNATIONAL FUND (4)
Management Fees 0.48% 0.48% 0.48%
Administrative Fees 0.75% 0.75% 0.75%
12b-1 Fees (1) 0.50% 1.00% 1.00%
Other Expenses (2) 0.52% 0.52% 0.52%
===== ===== =====
Total Operating Expenses (3) 2.25% 2.75% 2.75%

(1) As a result of 12b-1 fees, a long-term shareholder in a Fund may pay more
than the economic equivalent of the maximum sales charge permitted by the
Conduct Rules of the National Association of Securities Dealers, Inc. ("NASD").

(2) Other Expenses in the fee table are based on estimated amounts for the
current fiscal year and exclude taxes, interest, brokerage and other transaction
expenses, and any extraordinary expenses.

-3-
<PAGE>

(3) The expense information set forth above reflects voluntary commitments of
the Adviser, Conseco Services, LLC (the "Administrator") and Conseco Equity
Sales, Inc. (the "Distributor") to waive a portion of their fees under each
Fund's Investment Advisory Agreement, Administration Agreement and Distribution
and Service Plans, respectively, and/or to reimburse a portion of the Fund's
expenses through April 30, 1999. The voluntary commitments provide that the
Total Operating Expenses for the Funds, on an annual basis, will not exceed the
amounts set forth above.

In the absence of such waivers and reimbursements, it is estimated
that, with respect to Class A shares, Other Expenses would be 1.85%, 1.65% and
2.75%, and Total Operating Expenses would be .45%, .25% and 1.02%, of the
average daily net assets of the Conseco 20 Fund, High Yield Fund, and
International Fund, respectively; and that, with respect to Class B and Class C
shares, Other Expenses would be .45%, .25% and 1.02%, and Total Operating
Expenses would be 2.35%, 2.15% and 3.25%, of the average daily net assets of the
Conseco 20 Fund, High Yield Fund and International Fund, respectively.

(4) The Adviser has voluntarily agreed to waive all of its fees under the
International Fund's Investment Advisory Agreement so long as that Fund invests
all of its investable assets in the International Portfolio. Accordingly,
Management Fees in the fee table reflect only the International Fund's pro rata
portion of the Portfolio's management fees. Similarly, because of the
master-feeder structure, Other Expenses in the fee table combines the
International Fund's expenses and that Fund's pro rata portion of the
Portfolio's expenses.

(5) The Adviser has voluntarily undertaken to reduce its advisory fee with
respect to the High Yield Fund to 0.60% of the Fund's average daily net assets
until April 30, 1999. Absent such undertaking the advisory fee would be 0.70% of
the fund's average daily net assets.

EXAMPLE

Assuming a hypothetical investment of $1,000 and a 5% annual return, an
investor in Class A, Class B and Class C shares of each of the Funds would pay
transaction and operating expenses at the end of each year as follows:

CONSECO 20 FUND
1 YEAR 3 YEARS
------ -------

Class A $ $
Class B (Assuming redemption at end of period) $ $
Class B (Assuming no redemption) $ $
Class C (Assuming redemption at end of period) $ $
Class C (Assuming no redemption) $ $

HIGH YIELD FUND
1 YEAR 3 YEARS
------ -------

Class A $ $
Class B (Assuming redemption at end of period) $ $
Class B (Assuming no redemption) $ $
Class C (Assuming redemption at end of period) $ $
Class C (Assuming no redemption) $ $

INTERNATIONAL FUND
1 YEAR 3 YEARS
------ -------

Class A
Class B (Assuming redemption at end of period)

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<PAGE>

Class B (Assuming no redemption)
Class C (Assuming redemption at end of period)
Class C (Assuming no redemption)

THESE EXAMPLES ILLUSTRATE THE EFFECT OF EXPENSES, BUT ARE NOT MEANT TO
SUGGEST ACTUAL OR EXPECTED COSTS OR RETURNS, ALL OF WHICH MAY VARY.

INVESTMENT OBJECTIVES AND POLICIES OF THE FUNDS

Each of the Funds has a different investment objective as described
below. There can be no assurance that any of the Funds will achieve its
investment objective. Each Fund is subject to the risk of changing economic
conditions, as well as the risk inherent in the ability of its investment
adviser to make changes in investments in anticipation of changes in economic,
business, and financial conditions. The investment objectives of the Funds are
not fundamental, as defined below; the investment objective of the International
Portfolio is fundamental.

The different types of securities and investment techniques common to
one or more Funds all have attendant risks of varying degrees. For example, with
respect to equity securities, there can be no assurance of capital appreciation
and there is a substantial risk of decline. With respect to debt securities,
there can be no assurance that the issuer of such securities will be able to
meet its obligations on interest or principal payments in a timely manner. In
addition, the value of debt instruments generally rises and falls inversely with
interest rates. The investments and investment techniques common to one or more
Funds and their risks are described in greater detail in "Description of
Securities and Investment Techniques" in the SAI.

The Funds and the International Portfolio are subject to investment
restrictions that are described under "Investment Restrictions" in the SAI.
Those investment restrictions that are "fundamental policies" may not be changed
without a majority vote of the outstanding shares of the affected Fund or the
outstanding interest holders of the International Portfolio. Except as otherwise
noted, all investment policies and practices described in this Prospectus and in
the SAI are not fundamental, meaning that the Trust's Board of Trustees
("Board") or the AMR Trust's Board of Trustees ("AMR Trust Board") may change
them without shareholder approval. See "Description of Securities and Investment
Techniques" and "Investment Restrictions" in the SAI for further information.

CONSECO 20 FUND

The investment objective of the Conseco 20 Fund is to seek capital
appreciation. The Fund invests primarily in common stocks of companies that the
Adviser believes have above-average growth prospects. The Fund is
"non-diversified" (meaning that it is not limited under the 1940 Act in the
percentage of assets that it may invest in any one issuer) and normally
concentrates its investments in a core position of approximately 20 common
stocks. Because the Fund may invest a larger portion of its assets in the
securities of a single issuer than a "diversified" fund, an investment in the
Fund may be subject to greater fluctuations in value than an investment in a
"diversified" fund. However, the Fund intends to comply with the standards under
the Internal Revenue Code of 1986 (the "Code") that limit a regulated investment
company's investments in any one issuer's securities. See "Taxes" in the SAI.

The Fund generally will invest in companies whose earnings are believed
to be in a relatively strong growth trend and, to a lesser extent, in companies
in which significant further growth is not anticipated but whose stocks are
thought to be undervalued by the market. In identifying companies with favorable
growth prospects, the Adviser ordinarily looks to certain characteristics, such
as the following:

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<PAGE>

o prospects for above-average sales and earnings growth
o high return on invested capital
o overall financial strength, including sound financial and accounting
policies and a strong balance sheet
o competitive advantages, including innovative products and service
o effective research, product development, and marketing
o stable, capable management.

Under normal market conditions, the Fund will invest at least 65% of
its total assets in common stocks. The Fund may invest a substantial portion of
its assets in securities issued by companies with small and medium
capitalizations. While the emphasis of the Fund is clearly on common stocks, the
Fund may invest its remaining assets in preferred stocks, convertible
securities, and warrants, and in debt obligations when the Adviser believes that
they are more attractive than stocks on a long-term basis. The debt obligations
in which it invests will be primarily investment grade debt securities (as
defined below), obligations issued or guaranteed by the U.S. Government or its
agencies or instrumentalities (these obligations are referred to in this
Prospectus as "U.S. Government securities"), or short-term fixed-income
securities. However, the Fund may invest up to 5% of its total assets in
non-investment grade debt obligations. When the Adviser determines that market
conditions warrant a temporary defensive position, the Fund may invest without
limitation in cash and short-term fixed-income securities.

The Fund may invest up to 25% of its total assets in equity and debt
securities of foreign issuers. See "Foreign Securities" below for more
information.

To maximize potential return, the Adviser may utilize a variety of
investment techniques and strategies, including but not limited to: writing
listed "covered" call and "secured" put options, including options on stock
indices, and purchasing options; purchasing and selling, for hedging purposes,
stock index, interest rate, and other futures contracts, and purchasing options
on such futures contracts; entering into foreign currency futures contracts,
forward foreign currency contracts ("forward contracts") and options on foreign
currencies; borrowing from banks to purchase securities; purchasing securities
of other investment companies; entering into repurchase agreements; investing in
when-issued or delayed delivery securities; and selling securities short. See
"Description of Securities and Investment Techniques" in the SAI for further
information.

HIGH YIELD FUND

The investment objective of the High Yield Fund is to provide investors
with a high level of current income, with a secondary objective of capital
appreciation. In seeking to achieve the Fund's objectives, the Adviser, under
normal circumstances, invests at least 65% of the Fund's total assets in high
yield, fixed-income securities (commonly known as "junk bonds"), that is,
income-producing debt securities and preferred stocks of all types, including
corporate debt securities and preferred stock, convertible securities, zero
coupon securities, other deferred interest securities, mortgage-backed
securities and asset-backed securities. The Fund may invest in high yield debt
securities issued by states and their political subdivisions, agencies, and
instrumentalities ("municipal securities"). The interest on the municipal
securities in which the Fund invests typically is not exempt from federal income
tax. The Fund's remaining assets may be held in cash, money market instruments,
or U.S. Government securities, or may be invested in common stocks and other
equity securities when these types of investments are consistent with the
objectives of the Fund or are acquired as part of a unit consisting of a
combination of fixed-income securities and equity investments. Such remaining
assets may also be invested in investment grade fixed-income securities
(including municipal securities). Investment grade securities are securities
rated BBB or higher by Standard & Poor's ("S&P") or Baa or higher by Moody's
Investors Service, Inc. ("Moody's"), securities comparably rated by another
nationally recognized statistical rating organization ("NRSRO"), or unrated

-6-
<PAGE>

securities deemed by the Adviser to be of equivalent quality. Moreover, the Fund
may hold cash or money market instruments without limit for temporary defensive
purposes or pending investment.

Higher yields are generally available from securities rated BB or lower
by S&P or Ba or lower by Moody's, securities comparably rated by another NRSRO,
or unrated securities of equivalent quality. The Fund may invest all or a
substantial portion of its assets in such securities. Debt securities rated
below investment grade (i.e., below BBB/Baa) are deemed by the rating agencies
to be predominantly speculative with respect to the issuer's capacity to pay
interest and repay principal and may involve major risk or exposure to adverse
conditions. The Fund may invest in securities rated as low as C by Moody's or D
by S&P, securities comparably rated by another NRSRO, or unrated securities of
equivalent quality. Such obligations are highly speculative and may be in
default or in danger of default as to principal and interest. Ratings are only
the opinions of the agencies issuing them and are not absolute standards as to
quality. See "Risks Associated With High Yield Debt Securities" below and
"Description of Securities and Investment Techniques" in the SAI. The Appendix
to this Prospectus describes Moody's and S&P's rating categories.

The Fund may invest in zero coupon securities and payment-in-kind
securities. A zero coupon security pays no interest to its holders prior to
maturity and a payment-in-kind security pays interest in the form of additional
securities. These securities will be subject to greater fluctuation in market
value in response to changing interest rates than securities of comparable
maturities that make periodic cash distributions of interest.

The Fund may also invest in equity and debt securities of foreign
issuers, including issuers based in emerging markets. As a non-fundamental
policy, the Fund may invest up to 50% of its total assets (measured at the time
of investment) in foreign securities; however, the Fund presently does not
intend to invest more than 25% of its total assets in such securities. See
"Foreign Securities" below for further information.

The Fund may invest up to 25% of its total assets in private
placements, securities traded pursuant to Rule 144A under the Securities Act of
1933 ("1933 Act") (Rule 144A permits qualified institutional buyers to trade
certain securities even though they are not registered under the 1933 Act), or
securities which, though not registered at the time of their initial sale, are
issued with registration rights. Some of these securities may be deemed by the
Adviser to be liquid under guidelines adopted by the Board. As a matter of
fundamental policy, the Fund will not (1) invest more than 5% of its total
assets in any one issuer, except for U.S. Government securities or (2) invest
25% or more of its total assets in securities of issuers having their principal
business activities in the same industry.

The Adviser does not rely solely on the ratings of rated securities in
making investment decisions but also evaluates other economic and business
factors affecting the issuer. The Adviser seeks to enhance total return
specifically through purchasing securities which it believes are undervalued and
selling, when appropriate, those securities it believes are overvalued. In order
to determine value, the Adviser utilizes independent fundamental analysis of the
issuer as well as an analysis of the specific structure of the security.

The Fund may use various investment strategies and techniques when the
Adviser determines that such use is appropriate in an effort to meet the Fund's
investment objectives. Such strategies and techniques include, but are not
limited to, writing listed "covered" call and "secured" put options and
purchasing options; purchasing and selling, for hedging purposes, interest rate
and other futures contracts, and purchasing options on such futures contracts;
entering into foreign currency futures contracts, forward contracts and options
on foreign currencies; borrowing from banks to purchase securities; investing in
securities of other investment companies; entering into repurchase agreements,
reverse repurchase agreements and dollar rolls; investing in when-issued or
delayed delivery securities; selling securities short, and entering into swaps
and other interest rate transactions. See "Description of Securities and
Investment Techniques" in the SAI for further information.

-7-
<PAGE>

INTERNATIONAL FUND

The investment objectives of the International Fund and the
International Portfolio are to realize long-term capital appreciation. The Fund
has a fundamental investment policy which allows it to invest all of its
investable assets in another investment company having substantially the same
investment objective and policies. All other fundamental investment policies and
the non-fundamental investment policies of the Fund and the Portfolio are
substantially similar (except with respect to borrowing, as discussed in the
SAI). The Fund invests only in the Portfolio. Therefore, although the following
discusses the investment policies of the Portfolio, it applies equally to the
Fund.

The Portfolio invests primarily in a diversified portfolio of equity
securities of issuers based outside the United States. AMR allocates the assets
of the Portfolio among one or more investment advisers designated for the
Portfolio. Hotchkis and Wiley, Morgan Stanley Asset Management Inc. and
Templeton Investment Counsel, Inc. currently serve as investment advisers to the
Portfolio. Rowe Price-Fleming International, Inc. ("Fleming") also is an
investment adviser to the Portfolio; however, as of the date of this prospectus,
none of the Portfolio's assets have been allocated to Fleming. See "Management -
AMR and the Investment Advisers to the International Equity Portfolio."

Ordinarily the Portfolio will invest at least 65% of its assets in
common stocks and securities convertible into common stocks of issuers in at
least three different countries located outside the United States. However,
excluding collateral for securities loaned, the Portfolio generally invests in
excess of 80% of its assets in such securities. The remainder of the Portfolio's
assets will be invested in non-U.S. debt securities which, at the time of
purchase, are rated in one of the three highest rating categories by any NRSRO
or, if unrated, are deemed to be of comparable quality by the applicable
investment adviser and traded publicly on a world market, or in cash or cash
equivalents, including investment grade short-term obligations, or in other
investment companies. However, when its investment advisers deem that market
conditions warrant, the Portfolio may, for temporary defensive purposes, invest
up to 100% of its assets in cash, cash equivalents, other investment companies
and investment grade short-term obligations.

The investment advisers select securities based upon a country's
economic outlook, market valuation and potential changes in currency exchange
rates. When purchasing equity securities, primary emphasis will be placed on
undervalued securities with above average growth expectations.

Overseas investing carries potential risks not associated with domestic
investments. These risks are often greater for investments in emerging or
developing countries. See "Investment Techniques and Other Investment Policies -
Foreign Securities" below.

The Portfolio will limit its investments to those in countries which
have been recommended by AMR and which have been approved by the AMR Trust
Board. Countries may be added or deleted with AMR Trust Board approval. In
determining which countries will be approved, the AMR Trust Board will evaluate
the risks of investing in a country and will particularly focus on the ability
to repatriate funds, the size and liquidity aspects of the country's market and
the investment climate for foreign investors. The current countries in which the
Portfolio may invest are Australia, Austria, Belgium, Canada, Denmark, Finland,
France, Germany, Hong Kong, Ireland, Italy, Japan, Malaysia, Mexico,
Netherlands, New Zealand, Norway, Portugal (as of January 1, 1998), Singapore,
South Korea, Spain, Sweden, Switzerland and the United Kingdom.

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<PAGE>

contracts to sell foreign currency may be used when the management of the
Portfolio believes that the currency of a particular foreign country may suffer
a decline against the U.S. dollar. Forward contracts are also entered into to
set the exchange rate for a future transaction. In this manner, the Portfolio
may protect itself against a possible loss resulting from an adverse change in
the relationship between the U.S. dollar or other currency which is being used
for the security purchase and the foreign currency in which the security is
denominated during the period between the date on which the security is
purchased or sold and the date on which payment is made or received. Forward
contracts involve certain risks which include, but are not limited to: (1)
imperfect correlation between the securities hedged and the contracts
themselves; and (2) possible decrease in the total return of the Portfolio.
Forward contracts are discussed in greater detail in the SAI.

The Portfolio also may trade currency futures for the same reasons as
for entering into forward contracts as set forth above. Currency futures are
traded on U.S. and foreign currency exchanges. The use of currency futures also
entails certain risks which include, but are not limited to: (1) less liquidity
due to daily limits on price fluctuation; (2) imperfect correlation between the
securities hedged and the contracts themselves; (3) possible decrease in the
total return of the Portfolio due to hedging; (4) possible reduction in value
for both the contracts and the securities being hedged; and (5) potential losses
in excess of the amounts invested in the currency futures contracts themselves.
The Portfolio may not enter into currency futures contracts if the purchase or
sale of such contract would cause the sum of the Portfolio's initial and any
variation margin deposits to exceed 5% of its total assets. Currency futures
contracts, which are derivatives, are discussed in greater detail in the SAI.

As a matter of fundamental policy, the Portfolio may not (1) invest
more than 5% of its total assets (taken at market value) in securities of any
one issuer, other than U.S. Government securities, or purchase more than 10% of
the voting securities of any one issuer, with respect to 75% of the Portfolio's
total assets, or (2) invest more than 25% of its total assets in the securities
of companies primarily engaged in any one industry other than U.S. Government
securities. Finance companies as a group are not considered a single industry
for purposes of this policy. Further, wholly owned finance companies will be
considered to be in the industries of their parent companies if their activities
are primarily related to financing the activities of their parent companies. In
addition, as a non-fundamental investment restriction, the Portfolio may not
invest more than 15% of its net assets in illiquid securities, including time
deposits and repurchase agreements that mature in more than seven days.

INVESTMENT TECHNIQUES AND OTHER INVESTMENT POLICIES

References in this section to "a Fund," "the Funds" or "the
International Fund" include the International Portfolio, unless the context
otherwise requires.

SMALL AND MEDIUM CAPITALIZATION COMPANIES

The Conseco 20 Fund may invest a substantial portion of its assets in
securities issued by companies with small and medium capitalizations ("small-
and mid-cap companies"). While these companies generally have potential for
rapid growth, investments in such companies often involve greater risks than
investments in larger, more established companies because small- and mid-cap
companies may lack the management experience, financial resources, product
diversification, and competitive strengths of companies with larger market
capitalizations. In addition, in many instances the securities of small- and
mid-cap companies are traded only over-the-counter or on a regional securities
exchange, and the frequency and volume of their trading is substantially less
than is typical of larger companies. Therefore, these securities may be subject
to greater and more abrupt price fluctuations. When making large sales, the Fund
may have to sell portfolio holdings at discounts from quoted prices or may have
to make a series of small sales over an extended period of time due to the
trading volume of small- and mid-cap company securities. As a result, an
investment in the Fund may be subject to greater price fluctuations than an
investment in a fund that invests primarily in larger, more established
companies. The Adviser's research efforts may also play a greater role in

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selecting securities for the Fund than in a fund that invests in larger, more
established companies.

PREFERRED STOCK

The Funds may invest in preferred stock. Preferred stock pays dividends
at a specified rate and generally has preference over common stock in the
payment of dividends and the liquidation of the issuer's assets but is junior to
the debt securities of the issuer in those same respects. Unlike interest
payments on debt securities, dividends on preferred stock are generally payable
at the discretion of the issuer's board of directors, and shareholders may
suffer a loss of value if dividends are not paid. Preferred shareholders
generally have no legal recourse against the issuer if dividends are not paid.
The market prices of preferred stocks are subject to changes in interest rates
and are more sensitive to changes in the issuer's creditworthiness than are the
prices of debt securities. Under ordinary circumstances, preferred stock does
not carry voting rights.

DEBT SECURITIES

The Conseco 20 and High Yield Funds may invest in U.S.
dollar-denominated corporate debt securities of domestic issuers, and all of the
Funds may invest in debt securities of foreign issuers that may or may not be
U.S. dollar-denominated.

The investment return on a corporate debt security reflects interest
earnings and changes in the market value of the security. The market value of
corporate debt obligations may be expected to rise and fall inversely with
interest rates generally. There also exists the risk that the issuers of the
securities may not be able to meet their obligations on interest or principal
payments at the time called for by an instrument. Debt securities rated BBB or
Baa, which are considered medium-grade debt securities, do not provide the high
degree of security with respect to payment of principal and interest associated
with higher-rated debt securities, and generally have some speculative
characteristics. A debt security will be placed in this rating category when
interest payments and principal security appear adequate for the present, but
economic characteristics that provide longer term protection may be lacking. Any
debt security, and particularly those rated BBB or Baa (or below), may be
susceptible to changing conditions, particularly to economic downturns, which
could lead to a weakened capacity to pay interest and principal.

Corporate debt securities may pay fixed or variable rates of interest,
or interest at a rate contingent upon some other factor, such as the price of
some commodity. These securities may be convertible into preferred or common
stock (see "Convertible Securities" below), or may be bought as part of a unit
containing common stock. A debt security may be subject to redemption at the
option of the issuer at a price set in the security's governing instrument.

In selecting corporate debt securities for the Conseco 20 or High Yield
Fund, the Adviser reviews and monitors the creditworthiness of each issuer and
issue. The Adviser also analyzes interest rate trends and specific developments
which it believes may affect individual issuers.

RISKS ASSOCIATED WITH HIGH YIELD DEBT SECURITIES. The Conseco 20 and
High Yield Funds may invest in high yield, high risk, lower-rated debt
securities. High yield debt securities are subject to all risks inherent in any
investment in debt securities. As discussed below, these risks are significantly
greater in the case of high yield debt securities.

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<PAGE>

risks in that they are especially subject to (1) adverse changes in general
economic conditions and in the industries in which the issuers are engaged, (2)
adverse changes in the financial condition of the issuers, (3) price fluctuation
in response to changes in interest rates and (4) limited liquidity and secondary
market support. Accordingly, the yield on lower-rated debt securities will
fluctuate over time.

The prices of lower-rated bonds may be more sensitive to adverse
economic changes and developments regarding the individual issuer than are
higher-rated bonds. An economic downturn affecting the issuer may result in an
increased incidence of default. Although the market for lower-rated debt
securities is not new, and the market has previously weathered economic
downturns, there has been in recent years a substantial increase in the use of
such securities to fund corporate acquisitions and restructurings. Accordingly,
the past performance of the market for such securities may not be an accurate
indication of its performance during future economic downturns or periods of
rising interest rates. This market may be thinner and less active than the
market for higher quality securities, which may limit the ability to sell such
securities at their fair value in response to changes in the economy or the
financial markets. Adverse publicity and investor perceptions, whether or not
based on fundamental analysis, may also decrease the values and liquidity of
lower-rated securities, especially in a thinly traded market.

Differing yields on fixed income securities of the same maturity are a
function of several factors, including the relative financial strength of the
issuers. Higher yields are generally available from securities rated below
investment grade (i.e., Ba or lower by Moody's or BB or lower by S&P). Debt
securities rated below investment grade are deemed by these agencies to be
predominantly speculative with respect to the issuer's capacity to pay interest
and repay principal and may involve major risk exposure to adverse conditions.

CONVERTIBLE SECURITIES

The Funds may invest in convertible securities. A convertible security
is a bond, debenture, note, preferred stock or other security that may be
converted into or exchanged for a prescribed amount of common stock of the same
or a different issuer within a particular period of time at a specified price or
formula. A convertible security entitles the holder to receive interest paid or
accrued on debt or the dividend paid on preferred stock until the convertible
security matures or is redeemed, converted or exchanged. Before conversion,
convertible securities ordinarily provide a stable stream of income with
generally higher yields than those of common stocks of the same or similar
issuers, but lower than the yield on non-convertible debt. Convertible
securities are usually subordinated to comparable-tier non-convertible
securities but rank senior to common stock in a corporation's capital structure.

The value of a convertible security is a function of (1) its yield in
comparison with the yields of other securities of comparable maturity and
quality that do not have a conversion privilege and (2) its worth, at market
value, if converted into the underlying common stock. Convertible securities are
typically issued by smaller capitalized companies, whose stock prices may be
volatile. The price of a convertible security often reflects such variations in
the price of the underlying common stock in a way that non-convertible debt does
not. A convertible security may be subject to redemption at the option of the
issuer at a price established in the convertible security's governing
instrument, which could have an adverse effect on a Fund's ability to achieve
its investment objective.

ZERO COUPON BONDS

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the issuer's creditworthiness, the interest rate or other similar factors. The
original issue discount approximates the total amount of interest the bonds will
accrue and compound over the period until maturity (or the first interest
payment date) at a rate of interest reflecting the market rate at the time of
issuance. Because zero coupon bonds do not make periodic interest payments,
their prices can be very volatile when market interest rates change.

The original issue discount on zero coupon bonds must be included in a
Fund's income ratably as it accrues. Accordingly, to qualify for tax treatment
as a regulated investment company and to avoid a certain excise tax, a Fund may
be required to distribute as a dividend an amount that is greater than the total
amount of cash it actually receives. These distributions must be made from the
Fund's cash assets or, if necessary, from the proceeds of sales of portfolio
securities. Such sales could occur at a time which would be disadvantageous to a
Fund and when the Fund would not otherwise choose to dispose of the assets.

PAY-IN-KIND BONDS

The High Yield Fund may invest in pay-in-kind bonds. These bonds pay
"interest" through the issuance of additional bonds, thereby adding debt to the
issuer's balance sheet. The market prices of these securities are likely to
respond to changes in interest rates to a greater degree than the prices of
securities paying interest currently. Pay-in-kind bonds carry additional risk in
that, unlike bonds that pay interest throughout the period to maturity, the Fund
will realize no cash until the cash payment date and the Fund may obtain no
return at all on its investment if the issuer defaults.

The holder of a pay-in-kind bond must accrue income with respect to
these securities prior to the receipt of cash payments thereon. To avoid
liability for federal income and excise taxes, the Fund most likely will be
required to distribute income accrued with respect to these securities, even
though the Fund has not received that income in cash, and may be required to
dispose of portfolio securities under disadvantageous circumstances in order to
generate cash to satisfy these distribution requirements.

MORTGAGE-BACKED SECURITIES

The Conseco 20 and High Yield Funds may invest in mortgage-backed
securities. Mortgage-backed securities are interests in "pools" of mortgage
loans made to residential home buyers, including mortgage loans made by savings
and loan institutions, mortgage bankers, commercial banks and others. Pools of
mortgage loans are assembled as securities for sale to investors by various
governmental, government-related and private organizations (see "Mortgage
Pass-Through Securities," below). These Funds may also invest in debt securities
which are secured with collateral consisting of mortgage-backed securities (see
"Collateralized Mortgage Obligations," below), and in other types of
mortgage-related securities. The Conseco 20 Fund presently does not intend to
invest more than 5% of its assets in mortgage-backed securities.

MORTGAGE PASS-THROUGH SECURITIES. These are securities representing
interests in pools of mortgages in which periodic payments of both interest and
principal on the securities are made by "passing through" periodic payments made
by the individual borrowers on the residential mortgage loans underlying such
securities (net of fees paid to the issuer or guarantor of the securities and
possibly other costs). Early repayment of principal on mortgage pass-through
securities (arising from prepayments of principal due to sale of the underlying
property, refinancing, or foreclosure, net of fees and costs which may be
incurred) may expose a Fund to a lower rate of return upon reinvestment of
principal. Payment of principal and interest on some mortgage pass-through
securities may be guaranteed by the full faith and credit of the U.S. Government
(in the case of securities guaranteed by the Government National Mortgage
Association ("GNMA"), or guaranteed by agencies or instrumentalities of the U.S.
Government (in the case of securities guaranteed by Fannie Mae ("FNMA") or
Freddie Mac ("FHLMC"). Mortgage pass-through securities created by
non-governmental issuers (such as commercial banks, savings and loan
institutions, private mortgage insurance companies, mortgage bankers, and other
secondary market issuers) may be uninsured or may be supported by various forms
of insurance or guarantees, including individual loan, title, pool and hazard

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<PAGE>

insurance, and letters of credit, which may be issued by governmental entities,
private insurers, or the mortgage poolers.

GNMA CERTIFICATES. GNMA certificates are mortgage-backed securities
representing part ownership of a pool of mortgage loans on which timely payment
of interest and principal is guaranteed by the full faith and credit of the U.S.
Government. As a result, GNMA certificates are considered to have a low risk of
default, although they are subject to the same market risk as comparable debt
securities. GNMA certificates differ from typical bonds because principal is
repaid monthly over the term of the loan rather than returned in a lump sum at
maturity. Although the mortgage loans in the pool will have maturities of up to
30 years, the actual average life of the GNMA certificates typically will be
substantially less because the mortgages may be purchased at any time prior to
maturity, will be subject to normal principal amortization, and may be prepaid
prior to maturity. Reinvestment of prepayments may occur at higher or lower
rates than the original yield on the certificates.

FNMA AND FHLMC MORTGAGE-BACKED OBLIGATIONS. FNMA, a federally chartered
and privately owned corporation, issues pass-through securities representing
interests in a pool of conventional mortgage loans. FNMA guarantees the timely
payment of principal and interest, but this guarantee is not backed by the full
faith and credit of the U.S. Government. FNMA also issues REMIC certificates,
which represent interests in a trust funded with FNMA certificates. REMIC
certificates are guaranteed by FNMA and not by the full faith and credit of the
U.S. Government.

FHLMC, a corporate instrumentality of the U.S. Government, issues
participation certificates which represent interests in pools of conventional
mortgage loans. FHLMC guarantees the timely payment of interest and the ultimate
collection of principal, and maintains reserves to protect holders against
losses due to default, but these securities are not backed by the full faith and
credit of the U.S. Government.

As is the case with GNMA certificates, the actual maturity of and
realized yield on particular FNMA and FHLMC pass-through securities will vary
based on the prepayment experience of the underlying pool of mortgages.

COLLATERALIZED MORTGAGE OBLIGATIONS AND MORTGAGE-BACKED BONDS.
Mortgage-backed securities may be issued by financial institutions such as
commercial banks, savings and loan associations, mortgage banks, and securities
broker-dealers (or affiliates of such institutions established to issue these
securities) in the form of either collateralized mortgage obligations ("CMOs")
or mortgage-backed bonds. CMOs are obligations fully collateralized directly or
indirectly by a pool of mortgages on which payments of principal and interest
are dedicated to payment of principal and interest on the CMOs. Payments are
passed through to the holders on the same schedule as they are received,
although not necessarily on a pro rata basis. Mortgage-backed bonds are general
obligations of the issuer fully collateralized directly or indirectly by a pool
of mortgages. The mortgages serve as collateral for the issuer's payment
obligations on the bonds but interest and principal payments on the mortgages
are not passed through either directly (as with GNMA certificates and FNMA and
FHLMC pass-through securities) or on a modified basis (as with CMOs).
Accordingly, a change in the rate of prepayments on the pool of mortgages could
change the effective maturity of a CMO but not that of a mortgage-backed bond
(although, like many bonds, mortgage-backed bonds may be callable by the issuer
prior to maturity). Although the mortgage-related securities securing these
obligations may be subject to a government guarantee or third-party support, the
obligation itself is not so guaranteed. Therefore, if the collateral securing
the obligation is insufficient to make payment on the obligation, a Fund could
sustain a loss. If new types of mortgage-related securities are developed and
offered to investors, investments in such securities will be considered.

STRIPPED MORTGAGE-BACKED SECURITIES. The High Yield Fund may invest in
stripped mortgage-backed securities, which are derivative securities usually

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structured with two classes that receive different proportions of the interest
and principal distributions from an underlying pool of mortgage assets. The Fund
may purchase securities representing only the interest payment portion of the
underlying mortgage pools (commonly referred to as "IOs") or only the principal
portion of the underlying mortgage pools (commonly referred to as "POs").
Stripped mortgage-backed securities are more sensitive to changes in prepayment
and interest rates and the market for such securities is less liquid than is the
case for traditional debt securities and mortgage-backed securities. The yield
on IOs is extremely sensitive to the rate of principal payments (including
prepayments) on the underlying mortgage assets, and a rapid rate of repayment
may have a material adverse effect on such securities' yield to maturity. If the
underlying mortgage assets experience greater than anticipated prepayments of
principal, the Fund will fail to recoup fully its initial investment in these
securities, even if they are rated high quality. Most IOs and POs are regarded
as illiquid and will be included in the Fund's limit on illiquid securities.

RISKS OF MORTGAGE-BACKED SECURITIES. Mortgage pass-through securities,
such as GNMA certificates or FNMA and FHLMC mortgage-backed obligations, or
modified pass-through securities, such as CMOs issued by various financial
institutions and IOs and POs, are subject to early repayment of principal
arising from prepayments of principal on the underlying mortgage loans (due to
the sale of the underlying property, the refinancing of the loan, or
foreclosure). Prepayment rates vary widely and may be affected by changes in
market interest rates and other economic trends and factors. In periods of
falling interest rates, the rate of prepayment tends to increase, thereby
shortening the actual average life of the mortgage-backed security. Conversely,
when interest rates are rising, the rate of prepayment tends to decrease,
thereby lengthening the actual average life of the mortgage-backed security.
Accordingly, it is not possible to accurately predict the average life of a
particular pool. Reinvestment of prepayments may occur at higher or lower rates
than the original yield on the securities. Therefore, the actual maturity and
realized yield on pass-through or modified pass-through mortgage-backed
securities will vary based upon the prepayment experience of the underlying pool
of mortgages.

TRUST ORIGINATED PREFERRED SECURITIES

The High Yield Fund may also invest in trust originated preferred
securities, a new type of security issued by financial institutions such as
banks and insurance companies. Trust originated preferred securities represent
interests in a trust formed by a financial institution. The trust sells
preferred shares and invests the proceeds in notes issued by the financial
institution. These notes may be subordinated and unsecured. Distributions on the
trust originated preferred securities match the interest payments on the notes;
if no interest is paid on the notes, the trust will not make current payments on
its preferred securities. Trust originated preferred securities currently enjoy
favorable tax treatment. If the tax characterization of these securities were to
change adversely, they could be redeemed by the issuers, which could result in a
loss to the Fund. In addition, some trust originated preferred securities are
available only to qualified institutional buyers under Rule 144A.

LOAN PARTICIPATIONS AND ASSIGNMENTS

The High Yield Fund may also invest in "loan participations or
assignments." In purchasing a loan participation or assignment, the Fund
acquires some or all of the interest of a bank or other lending institution in a
loan to a corporate borrower. Many such loans are secured and most impose
restrictive covenants which must be met by the borrower and which are generally
more stringent than the covenants available in publicly traded debt securities.
However, interests in some loans may not be secured, and the Fund will be
exposed to a risk of loss if the borrower defaults. Loan participations may also
be purchased by the Fund when the borrowing company is already in default.

In purchasing a loan participation, the Fund may have less protection
under the federal securities laws than it has in purchasing traditional types of

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<PAGE>

securities. The Fund's ability to assert its rights against the borrower will
also depend on the particular terms of the loan agreement among the parties.
Many of the interests in loans purchased by the Fund will be illiquid and
therefore subject to the Fund's limit on illiquid investments.

COLLATERALIZED BOND OBLIGATIONS

A collateralized bond obligation ("CBO") is a type of asset-backed
security. Specifically, a CBO is an investment grade bond which is backed by a
diversified pool of high risk, high yield fixed-income securities. The pool of
high yield securities is separated into "tiers" representing different degrees
of credit quality. The top tier is backed by the pooled securities with the
highest degree of credit quality and pays the lowest interest rate. Lower-tier
CBOs represent lower degrees of credit quality and pay higher interest rates to
compensate for the attendant risk. The bottom tier typically receives the
residual interest payments (i.e. money that is left over after the higher tiers
have been paid) rather than a fixed interest rate. The return on the bottom tier
of CBOs is especially sensitive to the rate of defaults in the collateral pool.

FOREIGN SECURITIES

The Funds may invest in equity securities of foreign issuers, including
depositary receipts, and in debt securities of foreign issuers. These securities
may be U.S. dollar denominated or non-U.S. dollar denominated. Foreign
securities include securities issued, assumed or guaranteed by foreign
governments or political subdivisions or instrumentalities thereof.

Investments in foreign securities may offer unique potential benefits
such as substantial growth in industries not yet developed in the particular
country. Such investments also permit a Fund to invest in foreign countries with
economic policies or business cycles different from those of the United States,
or to reduce fluctuations in portfolio value by taking advantage of foreign
securities markets that may not move in a manner parallel to U.S. markets.

Investments in securities of foreign issuers involve certain risks not
ordinarily associated with investments in securities of domestic issuers. Such
risks include fluctuations in foreign exchange rates, and the possible
imposition of exchange controls or other foreign governmental laws or
restrictions on foreign investments or repatriation of capital. In addition,
with respect to certain countries, there is the possibility of nationalization
or expropriation of assets; confiscatory taxation; political, social or
financial instability; and war or other diplomatic developments that could
adversely affect investments in those countries. Since a Fund may invest in
securities denominated or quoted in currencies other than the U.S. dollar,
changes in foreign currency exchange rates will affect the value of securities
held by the Fund and the unrealized appreciation or depreciation of investments
so far as U.S. investors are concerned. A Fund generally will incur costs in
connection with conversion between various currencies.

There may be less publicly available information about a foreign
company than about a U.S. company, and foreign companies may not be subject to
accounting, auditing, and financial reporting standards and requirements
comparable to or as uniform as those to which U.S. companies are subject.
Foreign securities markets, while growing in volume, have, for the most part,
substantially less volume than U.S. markets. Securities of many foreign
companies are less liquid and their prices more volatile than securities of
comparable U.S. companies. Transaction costs, custodial fees and management
costs in non-U.S. securities markets are generally higher than in U.S.
securities markets. There is generally less government supervision and
regulation of exchanges, brokers, and issuers than there is in the United
States. A Fund might have greater difficulty taking appropriate legal action
with respect to foreign investments in non-U.S. courts than with respect to
domestic issuers in U.S. courts. In addition, transactions in foreign securities
may involve greater time from the trade date until settlement than domestic
securities transactions and involve the risk of possible losses through the

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<PAGE>

holding of securities by custodians and securities depositories in foreign
countries.

All of the foregoing risks may be intensified in emerging markets.

Dividend and interest income from foreign securities may be subject to
withholding taxes by the country in which the issuer is located and may not be
recoverable by a Fund or its investors in all cases.

American Depositary Receipts ("ADRs") are certificates issued by a U.S.
bank or trust company representing an interest in securities of a foreign issuer
deposited in a foreign subsidiary or branch or a correspondent of that bank.
Generally, ADRs are designed for use in U.S. securities markets and may offer
U.S. investors more liquidity than the underlying securities. The Funds may
invest in unsponsored ADRs. The issuers of unsponsored ADRs are not obligated to
disclose material information in the United States and, therefore, there may not
be a correlation between such information and the market value of such ADRs.
European Depositary Receipts ("EDRs") are certificates issued by a European bank
or trust company evidencing its ownership of the underlying foreign securities.
EDRs are designed for use in European securities markets.

RESTRICTED SECURITIES, RULE 144A SECURITIES AND ILLIQUID SECURITIES (CONSECO 20
AND HIGH YIELD FUNDS)

The Funds may invest in restricted securities, such as private
placements, and in Rule 144A securities. Once acquired, restricted securities
may be sold by a Fund only in privately negotiated transactions or in a public
offering with respect to which a registration statement is in effect under the
1933 Act. If sold in a privately negotiated transaction, a Fund may have
difficulty finding a buyer and may be required to sell at a price that is less
than it had anticipated. Where registration is required, a Fund may be obligated
to pay all or part of the registration expenses and a considerable period may
elapse between the time of the decision to sell and the time the Fund may be
permitted to sell a security under an effective registration statement. If,
during such a period, adverse market conditions were to develop, the Fund might
obtain a less favorable price than prevailed when it decided to sell. Restricted
securities are generally considered illiquid.

Rule 144A securities, although not registered, may be resold to
qualified institutional buyers in accordance with Rule 144A under the 1933 Act.
The Adviser, acting pursuant to guidelines established by the Board, may
determine that some Rule 144A securities are liquid.

A Fund may not invest in any security if, as a result, more than 15% of
the Fund's net assets would be invested in illiquid securities, which are
securities that cannot be expected to be sold within seven days at approximately
the price at which they are valued.

PRIVATE PLACEMENT OFFERINGS (INTERNATIONAL FUND AND PORTFOLIO)

Investments in private placement offerings are made in reliance on the
"private placement" exemption from registration afforded by Section 4(2) of the
1933 Act, and resold to qualified institutional buyers under Rule 144A under the
1933 Act ("Section 4(2) securities"). Section 4(2) securities are restricted as
to disposition under the federal securities laws, and generally are sold to
institutional investors such as the Portfolio that agree they are purchasing the
securities for investment and not with an intention to distribute to the public.
Any resale by the purchaser must be pursuant to an exempt transaction and may be
accomplished in accordance with Rule 144A. Section 4(2) securities normally are
resold to other institutional investors such as the Portfolio through or with
the assistance of the issuer or dealers that make a market in the Section 4(2)
securities, thus providing liquidity. The Portfolio will not invest more than
15% of its net assets in Section 4(2) securities and illiquid securities unless
the applicable investment adviser determines, by continuous reference to the
appropriate trading markets and pursuant to guidelines approved by the AMR Trust

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<PAGE>

Board, that any Section 4(2) securities held by the Portfolio in excess of this
level are at all times liquid.

The AMR Trust Board and the applicable investment adviser, pursuant to
the guidelines approved by the AMR Trust Board, will carefully monitor the
Portfolio's investments in Section 4(2) securities offered and sold under Rule
144A, focusing on such important factors, among others, as: valuation,
liquidity, and availability of information. Investments in Section 4(2)
securities could have the effect of reducing the Portfolio's liquidity to the
extent that qualified institutional buyers no longer wish to purchase these
restricted securities.

REPURCHASE AGREEMENTS

The Funds may enter into repurchase agreements. A repurchase agreement
is an agreement under which securities are acquired from a securities dealer or
bank subject to resale at an agreed upon price on a later date. The acquiring
Fund bears a risk of loss in the event that the other party to a repurchase
agreement defaults on its obligations and the Fund is delayed or prevented from
exercising its rights to dispose of the collateral securities. However, to
minimize the risk, the Funds will enter into repurchase agreements only with
financial institutions which are deemed to be of good financial standing and
which have been approved by the Board or the AMR Trust Board.

SECURITIES LENDING

The Funds may lend securities to broker-dealers or other institutional
investors pursuant to agreements requiring that the loans be continuously
secured by any combination of cash, U.S. Government securities, and approved
bank letters of credit that at all times equal at least 100% of the market value
of the loaned securities. Such loans will not be made if, as a result, the
aggregate amount of all outstanding securities loans would exceed 33 1/3% of a
Fund's total assets. A Fund continues to receive interest on the securities
loaned and simultaneously earns either interest on the investment of the cash
collateral or fee income if the loan is otherwise collateralized. Should the
borrower of the securities fail financially, there is a risk of delay in
recovery of the securities loaned or loss of rights in the collateral. However,
the Funds seek to minimize this risk by making loans only to borrowers which are
deemed by the Adviser or AMR to be of good financial standing and which have
been approved by the Board or the AMR Trust Board.

AMR will receive compensation for administrative and oversight
functions with respect to securities lending by the International Portfolio. The
amount of such compensation will depend on the income generated by the loan of
the securities. The SEC has granted exemptive relief that permits the Portfolio
to invest cash collateral received from securities lending transactions in
shares of one or more private investment companies managed by AMR.

BORROWING

The Conseco 20 and High Yield Funds may borrow money to purchase
securities, which is a form of leverage. This leverage may exaggerate the gains
and losses on a Fund's investments and changes in the net asset value of that
Fund's shares. Leverage also creates interest expenses; if those expenses exceed
the return on the transactions that the borrowings facilitate, the Fund will be
in a worse position than if it had not borrowed. The use of derivatives in
connection with leverage may create the potential for significant losses. The
Funds may pledge assets in connection with permitted borrowings.

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ADDITIONAL INFORMATION ABOUT THE MASTER-FEEDER STRUCTURE

The International Fund, unlike mutual funds that directly acquire and
manage their own portfolios of securities, seeks to achieve its investment
objective by investing all of its investable assets in the International
Portfolio of the AMR Trust, which is a separate investment company managed by
AMR. The AMR Trust is registered under the 1940 Act as an open-end diversified
management investment company and was organized as a New York common law trust
on June 27, 1995. The AMR Trust currently issues eight separate series of
shares. The assets of the Portfolio belong only to, and the liabilities of the
Portfolio are borne solely by, that Portfolio and no other series of the AMR
Trust.

The Board believes that the International Fund will achieve economies
of scale by investing in the Portfolio, which could reduce the Fund's expenses.
In addition to selling its interests to the International Fund, the Portfolio
may sell its interests to other investment companies and/or other institutional
investors. All institutional investors in the Portfolio pay a proportionate
share of the Portfolio's expenses and invest in the Portfolio on the same terms
and conditions. However, other investment companies investing all of their
assets in the Portfolio are not required to sell their shares at the same public
offering price as the International Fund and are allowed to charge different
sales commissions and to have different fees and expenses. Therefore, investors
in the International Fund may experience different returns than investors in
another investment company that invests exclusively in the Portfolio.
Information regarding other investment companies that invest in the Portfolio is
available by calling (800) 967-9009.

The International Fund's investment in the Portfolio may be materially
affected by the actions of large investors in the Portfolio. For example, as
with all open-end investment companies, if a large investor were to redeem its
interest in the Portfolio, the Portfolio's remaining investors could experience
higher pro rata operating expenses, thereby producing lower returns. As a
result, the Portfolio's security holdings also could become less diverse,
resulting in increased risk. Investors in the Portfolio that have a greater pro
rata ownership interest in the Portfolio could have effective voting control
over its operation.

The International Fund may withdraw its entire investment from the
Portfolio at any time if the Board determines that it is in the best interests
of the International Fund and its shareholders to do so. The International Fund
might withdraw, for example, if there were other investors in the Portfolio with
power to, and who did by a vote of the shareholders of all investors (including
the International Fund), change the investment objective or policies of the
Portfolio in a manner not acceptable to the Board. A withdrawal could result in
a distribution in kind of portfolio securities (as opposed to a cash
distribution) by the Portfolio. That distribution could result in a less
diversified portfolio of investments for the International Fund and could affect
adversely the liquidity of the International Fund's portfolio. If the
International Fund decided to convert those securities to cash, it usually would
incur brokerage fees or other transaction costs. If the International Fund
withdrew its investment from the Portfolio, the Board would consider what action
might be taken, including the management of the International Fund's assets by
the Adviser in accordance with the Fund's investment objective and policies or
the investment of all of the International Fund's investable assets in another
pooled investment entity having substantially the same investment objective as
the Fund. In the event the Board determines not to have the Adviser manage the
International Fund's assets, the inability of the Fund to find a suitable
replacement investment could have a significant impact on shareholders of the
International Fund.

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<PAGE>

be limited to circumstances in which the Portfolio was unable to meet its
obligations. Upon liquidation of the Portfolio, investors would be entitled to
share pro rata in the net assets of the Portfolio available for distribution to
investors.

MANAGEMENT

The Trustees of the Trust decide upon matters of general policy for the
Trust. In addition, the Trustees review the actions of the Adviser, as set forth
below. The Trust's officers supervise the daily business operations of the
Trust. For information about the Trust's Board of Trustees and the Trust's
officers, see "Management" in the SAI. The AMR Trust Board has general
supervisory responsibility over the AMR Trust's affairs.

THE ADVISER

Conseco Capital Management, Inc., 11825 N. Pennsylvania Street, Carmel,
Indiana 46032, has been retained under Investment Advisory Agreements with the
Trust to provide investment advice and in general to supervise the management
and investment program of the Trust and each Fund. The Adviser is a wholly-owned
subsidiary of Conseco, Inc., a publicly-owned financial services company, the
principal operations of which are in development, marketing, and administration
of specialized annuity, life and health insurance products. The Adviser also
manages another registered investment company and all of the invested assets of
its parent company, Conseco, Inc., which owns or manages several life insurance
subsidiaries, and provides investment and servicing functions to the Conseco
companies and affiliates.

The Adviser generally manages the affairs of the Trust, subject to the
supervision of the Board. While the International Fund operates in a
"master-feeder" structure, the Adviser is responsible for selecting the
investment company, if any, in which that Fund invests. If the Adviser is not
satisfied with the performance of that investment company, the Adviser will
recommend to the Board other investment companies in which the International
Fund may invest, or recommend that the Adviser manage the International Fund
itself.

Under the Investment Advisory Agreements, the Adviser has contracted to
receive an investment advisory fee equal to an annual rate of .70% of the
average daily net asset value of the High Yield Fund, .70% of the average daily
net asset value of the Conseco 20 Fund and 1.00% of the average daily net asset
value of the International Fund. The Adviser has voluntarily agreed to waive all
of its fees under the International Fund's Investment Advisory Agreement so long
as that Fund invests all of its investable assets in the International Portfolio
or another investment company with substantially the same investment objective
and policies as the Fund. For more information about the Portfolio's management,
see "AMR and the Investment Advisers to the International Equity Portfolio"
below. The Adviser, together with the Administrator and the Distributor, have
voluntarily agreed to waive their fees and/or reimburse expenses to the extent
that the ratio of expenses to net assets on an annual basis for Class A shares
of the High Yield Fund exceeds 1.40%, the Conseco 20 Fund exceeds 1.75% and the
International Fund exceeds 2.25%; and to the extent that the ratio of expenses
to net assets on an annual basis for Class B shares and Class C shares of the
High Yield Fund exceeds 1.90%, the Conseco 20 Fund exceeds 2.25% and the
International Fund exceeds 2.75%. These voluntary limits may be discontinued at
any time after April 30, 1999.

The investment professionals primarily responsible for the management
of the Conseco 20 and High Yield Funds, with the respective responsibilities and
business experience for the past five years are as follows:

CONSECO 20 FUND: Thomas J. Pence, Vice President for the Adviser, and
Erik J. Voss, Senior Securities Analyst for the Adviser. Mr. Pence is
responsible for the management of the Adviser's equity portfolios and oversight
of the equity investment process. Mr. Pence joined the Adviser in 1992.

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<PAGE>

Mr. Voss assists in research and portfolio management for all of the
Adviser's equity portfolios. Mr. Voss joined the Adviser in 1996. Previously, he
worked as an equity analyst for another investment adviser.

HIGH YIELD FUND: Michael C. Buchanan, Second Vice President of the
Adviser, and William F. Ficca, Vice President and Director of Research of the
Adviser. Mr. Buchanan is responsible for the Adviser's high yield, emerging
markets and distressed debt trading, as well as overseeing its investment grade
bond trading and Canadian research. Previously, he worked at the Adviser in
convertible securities trading and industrial fixed-income research. Mr.
Buchanan joined the Adviser in 1990.

Mr. Ficca oversees the Adviser's research efforts. In addition, he is
the portfolio manager of certain other investment products managed by the
Adviser. Mr. Ficca joined the Adviser in 1991. Previously, Mr. Ficca worked in
investment banking and traded corporate and government bonds.

AMR AND THE INVESTMENT ADVISERS TO THE INTERNATIONAL EQUITY PORTFOLIO

AMR has entered into a Management Agreement with the AMR Trust that
obligates AMR to provide or oversee all administrative, investment advisory and
portfolio management services for the AMR Trust. AMR, located at 4333 Amon
Carter Boulevard, MD 5645, Fort Worth, Texas 76155, is a wholly owned subsidiary
of AMR Corporation, the parent company of American Airlines, Inc., and was
organized in 1986 to provide investment management, advisory, administrative and
asset management consulting services. As of ____________, AMR had assets under
management totaling approximately $___ billion including approximately $___
billion under active management and $____ billion as named fiduciary or
fiduciary adviser. Of the total, approximately $____ billion of assets are
related to AMR Corporation.

AMR develops the investment program for the International Portfolio,
selects and changes investment advisers (subject to approval by the AMR Trust
Board and appropriate interest holders), allocates assets among investment
advisers, monitors their investment programs and results, and coordinates the
investment activities of the investment advisers to ensure compliance with
regulatory restrictions. For more information about these matters, see the SAI.
AMR also provides the Portfolio with office space, office equipment and
personnel necessary to manage and administer its operations.

AMR bears the expense of providing the above services and pays the fees
of the Portfolio's investment advisers. As compensation for doing so, AMR
receives from the Portfolio an annualized advisory fee that is calculated and
accrued daily, equal to the sum of (1) 0.10% of the net assets of the Portfolio,
plus (2) all fees payable by AMR to the Portfolio's investment advisers as
described below. The advisory fee is payable quarterly in arrears. AMR also
receives compensation in connection with securities lending activities. If the
Portfolio lends its portfolio securities and receives cash collateral from the
borrower, AMR will receive up to 25% of the net annual interest income (the
gross interest earned by the investment less the amount paid to the borrower as
well as related expenses) received from the investment of such cash. If a
borrower posts collateral other than cash, the borrower will pay to the
Portfolio a loan fee. AMR will receive up to 25% of the loan fees posted by
borrowers.

William F. Quinn has served as President of AMR since it was founded in
1986 and Nancy A. Eckl serves as Vice President Trust Investments of AMR. Ms.
Eckl previously served as Vice President - Finance and Compliance of AMR from
December 1990 to May 1995. In these capacities, Mr. Quinn and Ms. Eckl have
primary responsibility for the day-to-day operations of the Portfolio. These
responsibilities include oversight of the investment advisers to the Portfolio,
regular review of each investment adviser's performance and asset allocations
among them.

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<PAGE>

The Portfolio's investment advisers are listed below. Each investment
adviser has entered into a separate investment advisory agreement with AMR to
provide investment advisory services to the Portfolio. AMR is permitted to enter
into new or modified advisory agreements with existing or new investment
advisers without approval of International Fund shareholders or International
Portfolio interest holders, but subject to approval of the AMR Trust Board and
appropriate interest holders. The SEC issued an exemptive order which eliminates
the need for shareholder/interest holder approval, subject to compliance with
certain conditions. These conditions include the requirement that within 90 days
of hiring a new adviser or implementing a material change with respect to an
advisory contract, the Fund send a notice to shareholders containing information
about the change that would be included in a proxy statement. AMR recommends
investment advisers to the AMR Trust Board based upon its continuing
quantitative and qualitative evaluation of the investment advisers' skill in
managing assets using specific investment styles and strategies. The allocation
of assets among investment advisers may be changed at any time by AMR.
Allocations among investment advisers will vary based upon a variety of factors,
including the overall investment performance of each investment adviser, the
Portfolio's cash flow needs and market conditions. AMR need not allocate assets
to each investment adviser designated for the Portfolio. The investment advisers
can be terminated without penalty to the AMR Trust by AMR, the AMR Trust Board
or the interest holders of the Portfolio. Short-term investment performance, by
itself, is not a significant factor in selecting or terminating an investment
adviser, and AMR does not expect to recommend frequent changes of investment
advisers. The Prospectus will be supplemented if additional investment advisers
are retained or the contract with any existing investment adviser is terminated.

The investment advisers provide the Portfolio with portfolio investment
management and related recordkeeping services. Each investment adviser has
discretion to purchase and sell securities for its segment of the Portfolio's
assets in accordance with the Portfolio's objective, policies and restrictions
and the more specific strategies provided by AMR. As compensation for its
services, each investment adviser is paid a fee by AMR out of the proceeds of
the management fee received by AMR from the Portfolio.

Hotchkis and Wiley, 800 West Sixth Street, 5th Floor, Los Angeles,
California 90017, is a professional investment counseling firm which was founded
in 1980 by John F. Hotchkis and George Wiley. Hotchkis and Wiley became a
division of Merrill Lynch Capital Management Group, a wholly owned subsidiary of
Merrill Lynch & Co., Inc., on November 12, 1996. Assets under management as of
December 31, 1996 were approximately $10.2 billion, which included approximately
$1.4 billion of assets of AMR Corporation and its subsidiaries and affiliated
entities. The advisory contract provides for AMR to pay Hotchkis and Wiley an
annualized fee equal to .60% of the first $10 million of assets under its
discretionary management, .50% of the next $140 million of assets, .30% of the
next $50 million of assets, .20% of the next $800 million of assets and .15% of
all excess assets.

Morgan Stanley Asset Management Inc. ("MSAM"), 25 Cabot Square, London,
United Kingdom E14 4QA, is a wholly owned subsidiary of Morgan Stanley, Dean
Witter, Discover & Co. MSAM provides portfolio management and named fiduciary
services to taxable and nontaxable institutions, international organizations and
individuals investing in United States and international equity and debt
securities. As of September 30, 1996, MSAM had assets under management totaling
approximately $67.1 billion, including approximately $50.2 billion under active
management and $16.9 billion as named fiduciary or fiduciary adviser. As of
December 31, 1996, MSAM had investment authority over approximately $314 million
of assets of AMR Corporation and its subsidiaries and affiliated entities. AMR
pays MSAM an annual fee equal to .80% of the first $25 million in assets under
its discretionary management, .60% of the next $25 million in assets, .50% of
the next $25 million in assets and .40% of all excess assets.

Rowe Price-Fleming International, Inc. ("Fleming"), 100 East Pratt
Street, Baltimore, Maryland 21202, is a professional investment counseling firm

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<PAGE>

founded in 1979. Fleming is a joint venture owned entirely by its three parent
companies, T. Rowe Price, Robert Fleming and Jardine Fleming. As of December 31,
1996, Fleming had assets under management totaling approximately $29.0 billion,
including approximately $265 million of assets of AMR Corporation and its
subsidiaries and affiliated entities. AMR does not presently intend to allocate
assets from the International Equity Portfolio to Fleming. For its services to
the International Equity Portfolio when total assets under Fleming's management
are less than $200 million, AMR will pay Fleming an annualized fee equal to
0.75% of the first $20 million, 0.60% of the next $30 million and 0.50% on
amounts over $50 million. When assets under Fleming's management exceed $200
million but are less than $500 million, AMR will pay Fleming an annualized fee
equal to 0.50% on all assets. When assets under Fleming's management exceed $500
million but are less than $750 million, AMR will pay an annualized fee equal to
0.45% on all assets, and when assets exceed $750 million, AMR will pay Fleming a
flat fee of 0.40% on all assets. When asset levels are between $184 million and
$200 million, Fleming will credit AMR with an adjustment for the difference
between the two fee schedules. The credit is determined by prorating the
difference between the original tiered fee and the flat fee ($80,000 per annum
at all asset levels) over the difference between $200 million and the current
asset size for billing purposes.

Templeton Investment Counsel, Inc. ("Templeton"), 500 East Broward
Blvd., Suite 2100, Fort Lauderdale, Florida 33394-3091, is a professional
investment counseling firm which has been providing investment services since
1979. Templeton is indirectly owned by Franklin Resources, Inc. As of December
31, 1996, Templeton had discretionary investment management authority with
respect to approximately $21.7 billion of assets, including approximately $433.9
million of assets of AMR Corporation and its subsidiaries and affiliated
entities. AMR pays Templeton an annualized fee equal to .50% of the first $100
million in assets under its discretionary management, .35% of the next $50
million in assets, .30% of the next $250 million in assets and .25% on assets
over $400 million.

Solely for the purpose of determining the applicable percentage rates
when calculating the fees for each investment adviser other than MSAM, there
shall be included all other assets or trust assets of American Airlines, Inc.
also under management by each respective investment adviser. For the purpose of
determining the applicable percentage rates when calculating MSAM's fees, all
equity account assets managed by MSAM on behalf of American Airlines, Inc. shall
be included. The inclusion of any such assets will result in lower overall fee
rates being applied to the Portfolio.

ADMINISTRATIVE FEES

Pursuant to an administration agreement ("Administration Agreement"),
the Administrator supervises the overall administration of the Funds. These
administrative services include supervising the preparation and filing of all
documents required for compliance by the Funds with applicable laws and
regulations, supervising the maintenance of books and records, and other general
and administrative responsibilities. In addition, while the International Fund
operates in a "master-feeder" structure, the Administrator will monitor the
performance of the investment company in which the International Fund invests,
coordinate the International Fund's relationship with that investment company
and communicate with the Board and shareholders regarding the performance of
that investment company and the Fund's master-feeder structure.

For providing these services, the Administrator receives a fee from
each of the Conseco 20 and High Yield Funds of .20% per annum of its average
daily net assets and a fee from the International Fund of .75% per annum of its
average daily net assets. Pursuant to the Administration Agreement, the
Administrator reserves the right to employ one or more sub-administrators to
perform administrative services for the Funds. The Bank of New York performs
certain administrative services for each of the Funds and AMR performs services
for the International Fund pursuant to agreements with the Administrator.

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<PAGE>

DISTRIBUTION AND SERVICE PLANS

The Funds have adopted Distribution and Service Plans for Class A,
Class B and Class C shares to compensate the Distributor for distributing the
shares and servicing the accounts of shareholders of the corresponding class.
With respect to Class A shares, each Fund's Plan authorizes payments to the
Distributor of up to 0.50% annually of the Fund's average daily net assets
attributable to its Class A shares. With respect to Class B and Class C shares,
each Fund's Plan authorizes payments to the Distributor of up to 1.00% annually
of the Fund's average daily net assets attributable to Class B and Class C
shares, respectively. The Plans further provide for periodic payments by the
Distributor to brokers, dealers, and other financial intermediaries for
providing shareholder services and for promotional and other sales related
costs. The portion of payments under a Fund's Class A, Class B or Class C Plan
for shareholder servicing may not exceed an annual rate of .25% of the average
daily net asset value of the Fund's shares of that class owned by clients of
such broker, dealer or financial intermediary.

PURCHASE OF SHARES

HOW TO BUY SHARES

You may purchase Class A, Class B or Class C shares from any broker,
dealer, or other financial intermediary that has a selling agreement with the
Distributor. These firms may charge for their services in connection with your
purchase order. In addition, as discussed below, an account may be opened for
the purchase of shares of a Fund by mailing to the Conseco Fund Group, P.O. Box
8017, Boston, Massachusetts 02266-8017, a completed account application and a
check payable to the appropriate Fund. Or you may telephone (800) 986-3384 to
obtain the number of an account to which you can wire or electronically transfer
funds and then send in a completed application. When placing purchase orders,
investors should specify whether the order is for Class A, Class B or Class C
shares.

Purchase orders for all Funds are accepted only on a business day as
defined below. Orders for shares received by the Funds' Transfer Agent on any
business day prior to the close of regular trading on the New York Stock
Exchange (the "NYSE") (normally 4:00 p.m. Eastern Time) will receive that day's
offering price. The offering price is net asset value plus, for shares of Class
A, a varying sales charge depending on the amount invested. For a discussion of
how the price of shares of each class is computed, see "Alternate Pricing
Arrangements." Orders received by the Transfer Agent after such time but prior
to the close of business on the next business day will receive the next business
day's offering price. If you purchase shares through a broker, dealer, or other
financial intermediary, that firm is responsible for forwarding payment promptly
to the Transfer Agent. A "business day" is any day on which the NYSE is open for
business. It is anticipated that the NYSE will be closed Saturdays and Sundays
and on days on which the NYSE observes New Year's Day, Martin Luther King Jr.
Day, President's Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day.

The minimum initial investment by a shareholder in Class A, Class B or
Class C shares of a Fund is $500, and the minimum subsequent investment is $50.
These requirements may be changed or waived at any time at the discretion of a
Fund's officers. Each Fund and the Distributor or Transfer Agent reserves the
right to reject any order for the purchase of shares in whole or in part. The
Trust reserves the right to cancel any purchase order for which payment has not
been received by the third business day following placement of the order.

The Distributor may provide promotional incentives including cash
compensation to certain brokers, dealers, or financial intermediaries whose

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<PAGE>

representatives have sold or are expected to sell significant amounts of shares
of one or more of the Funds. Other programs may provide, subject to certain
conditions, additional compensation to brokers, dealers, or financial
intermediaries based on a combination of aggregate shares sold and increases of
assets under management. All of the above payments will be made by the
Distributor or its affiliates out of their own assets. These programs will not
change the price an investor will pay for shares or the amount that a Fund will
receive from such sale.

You will receive a confirmation of each new transaction in your
account, which will also show you the number of Fund shares you own and the
number of shares being held in safekeeping by the Transfer Agent for your
account. You may rely on these confirmations in lieu of certificates as evidence
of your ownership. Certificates representing shares of the Funds will not be
issued.

PURCHASES BY WIRE

Purchases by wire transfer should be directed to the Transfer Agent. To
receive an account number call (800) 986-3384 between the hours of 8:00 a.m. and
4:00 p.m. (Eastern Time) on a business day (as defined above) on which your bank
is open for business. The following information will be requested: your name,
address, tax identification number, dividend distribution election, amount being
wired and the wiring bank. Instructions should then be given by you to your bank
to transfer funds by wire to: ABA # 011000028, State Street Bank, Boston, MA,
Account # 9905-244-1. If you arrange for receipt by the Transfer Agent of
Federal funds prior to the close of regular trading (normally 4:00 p.m. Eastern
Time) of the NYSE on a business day as defined above, you will receive that
day's offering price. Your bank may charge for these services.

PURCHASES THROUGH BROKERS, DEALERS AND OTHER FINANCIAL INTERMEDIARIES

Certain brokers, dealers, and other financial intermediaries may be
authorized to accept purchase orders on behalf of the Funds. A Fund will be
deemed to have received a purchase order when an authorized broker, dealer, or
other financial intermediary accepts the order. Orders placed through an
authorized broker, dealer, or other financial intermediary will receive the
offering price next calculated after the order has been accepted by such an
authorized firm. In all other cases, it is the responsibility of the broker,
dealer, or other financial intermediary to forward customer orders received
prior to the close of the NYSE to the Transfer Agent prior to its close of
business that same day (normally 4:00 p.m. Eastern Time).

Brokers, dealers and other financial intermediaries are required to
provide payment within three business days after placing an order. WHEN MAKING
PAYMENT FOR CONFIRMED PURCHASES VIA FEDERAL FUNDS WIRE, SUCH FIRMS MUST
REFERENCE THE CONFIRMATION NUMBER TO ENSURE TIMELY CREDIT.

PURCHASES BY CHECK

An initial investment made by check must be accompanied by an
application, completed in its entirety. Additional shares of the Funds may also
be purchased by sending a check payable to the applicable Fund, along with
information regarding your account, including the account number, to the
Transfer Agent. All checks should be drawn only on U.S. banks in U.S. funds, in
order to avoid fees and delays. A charge may be imposed if any check submitted
for investment does not clear. Third party checks will not be accepted. When
purchases are made by check, redemptions will not be allowed until the
investment being redeemed has been in the account for 15 business days.

PRE-AUTHORIZED INVESTMENT PLAN

For your convenience, a pre-authorized investment plan may be
established where your personal bank account is automatically debited and your
Fund account is automatically credited with additional full and fractional

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<PAGE>

shares ($50 minimum monthly investment). For further information on
pre-authorized investment plans, please contact the Transfer Agent at (800)
986-3384. The minimum investment requirements may be waived by the Funds for
purchases made pursuant to certain programs such as payroll deduction plans and
retirement plans.

ALTERNATIVE PRICING ARRANGEMENTS

Investors in the Funds may select Class A, Class B or Class C shares.
The primary difference between the classes lies in their initial sales charge
and contingent deferred sales charge structures and in their ongoing annual
expenses, including 12b-1 distribution and service fees. The decision as to
which class of shares is better suited to your needs depends on a number of
factors that you should discuss with your broker, dealer or other financial
intermediary. Generally, you should consider the amount you plan to invest and
the length of time you plan to hold your investment, the ongoing expenses plus
contingent deferred sales charges for Class B and Class C shares, the initial
sales charge plus ongoing expenses for Class A shares, the possibility that a
sales charge will be reduced or waived, the possibility that the return on Class
A shares - which is anticipated to be higher due to lower ongoing expenses --
will offset the initial sales charge paid on such shares, and the automatic
conversion of Class B shares to Class A shares.

PURCHASE OF CLASS A SHARES

The offering price of Class A shares is net asset value plus a varying
sales charge depending on the amount invested. Although investors pay an initial
sales charge when they buy Class A shares, the ongoing expenses of this class
are lower than the ongoing expenses of Class B or Class C shares. The sales
charge applicable to shares of Class A is determined as follows:

SALES CHARGE
As % of Public As % of Net Dealer Reallowance
Offering Price Amount Invested As % of Offering Price
-------------- --------------- ----------------------
On purchases of:

$500 - 50,000 5.0% 5.56% 4.5%

$50,000 - 100,000 4.5% 4.71% 4.0%

$100,000 - 500,000 3.5% 3.63% 3.0%

Over $500,000 None None 1.0%

The sales charge assessed upon the purchase of shares of Class A is not
an expense of Class A and has no effect on the net asset value of shares of
Class A. The Distributor may allow the selling broker, dealer or financial
intermediary to retain 100% of the sales charge. This may result in the selling
firm being considered an underwriter under the 1933 Act.

REDUCED SALES CHARGES FOR CLASS A SHARE PURCHASE

You may be eligible to buy Class A shares at reduced sales charge rates
in one or more of the following ways:

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COMBINED PURCHASES

You may aggregate your purchases of shares of the Funds with the
purchases of the other persons listed below to achieve discounts in the
applicable sales charges. The sales charge applicable to a current purchase of
Class A shares of a Fund by a person listed below is determined by adding the
value of Class A shares to be purchased to the aggregate value (at current net
asset value) of all shares of any of the Funds in the Trust and shares of the
money market fund currently managed by Federated Investors previously purchased
and then owned. In addition, if you own a Great American Reserve Insurance
Company variable annuity contract, the current cash value of such contract will
be aggregated with your shares to determine your sales charge. The Transfer
Agent must be notified by you or your broker, dealer or financial intermediary
each time a qualifying purchase is made.

Qualifying investments include those by you, your spouse and your
children under the age of 21, if all parties are purchasing Class A shares for
their own account(s), which may include tax qualified plans, such as an
Individual Retirement Account ("IRA"), or by a company solely controlled (as
defined in the 1940 Act) by such individuals. Reduced sales charges also apply
to purchases by a trustee or other fiduciary if the investment is for a single
trust, estate or fiduciary account, including pension, profit-sharing or other
employee benefit trust created pursuant to a plan qualified under the Code.
Reduced sales charges apply to combined purchases by qualified employee benefit
plans of a single corporation or of corporations affiliated with each other in
accordance with the 1940 Act. Purchases made for nominee or street name accounts
(securities held in the name of a broker or another nominee such as a bank trust
department instead of the customer) may not be aggregated with those made for
other accounts and may not be aggregated with other nominee or street name
accounts unless otherwise qualified as described above.

LETTER OF INTENT

You may reduce your sales charge on all investments by meeting the
terms of a letter of intent, a non-binding commitment to invest a certain amount
within a 13-month period. Your existing holdings in the Trust may also be
combined with the investment commitment set forth in the letter of intent to
further reduce your sales charge. Up to 5% of the letter amount will be held in
escrow to cover additional sales charges which may be due if your total
investments over the letter period are not sufficient to qualify for a sales
charge reduction. See the SAI and the application for further details.

RIGHTS OF ACCUMULATION

The sales charge for new purchases of Class A shares of a Fund will be
determined by aggregating the net asset value of all shares of the Funds and
shares of the money market fund currently managed by Federated Investors owned
by the shareholder at the time of the new purchase. You must identify on the
application all accounts to be linked for Rights of Accumulation.

WAIVER OF CLASS A INITIAL SALES CHARGE

No sales charge is imposed on sales of Class A shares to certain
investors. However, in order for the following sales charge waivers to be
effective, the Transfer Agent must be notified of the waiver when the purchase
order is placed. The Transfer Agent may require evidence of your qualification
for the waiver. No sales charge is imposed on the following investors:

(1) current or retired officers, directors and employees (and their
parents, grandparents, spouses, and minor children) of the Trust, Conseco and
its affiliates and the Transfer Agent;

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<PAGE>

(2) any participant in a tax qualified retirement plan provided that
the initial amount invested by the plan totals $500,000 or more, the plan has 50
or more employees eligible to participate at the time of purchase, or the plan
certifies that it will have projected annual contributions of $200,000 or more;

(3) brokers, dealers, and other financial intermediaries that have a
selling agreement with the Distributor, if they purchase shares for their own
accounts or for retirement plans for their employees;

(4) employees and registered representatives (and their parents,
grandparents, spouses and minor children) of brokers, dealers, and other
financial intermediaries described above; the purchaser must certify to the
Distributor at the time of the purchase that the purchase is for the purchaser's
own account (or for the benefit of such employee's parents, grandparents, spouse
or minor children);

(5) any charitable organization, state, county, city, or any
instrumentality, department, authority or agency thereof which has determined
that Class A is a legally permissible investment and which is prohibited by
applicable investment law from paying a sales charge or commission in connection
with the purchase of shares of any registered management investment company;

(6) one or more members of a group of at least 100 persons (and persons
who are retirees from such group) engaged in a common business, profession,
civic or charitable endeavor or other activity, and the spouses and minor
children of such persons, pursuant to a marketing program between the
Distributor and such group;

(7)(i) through an investment adviser who makes such purchases through a
broker, dealer, or other financial intermediary (each of which may impose
transaction fees on the purchase), or (ii) by an investment adviser for its own
account or for a bona fide advisory account over which the investment adviser
has investment discretion;

(8) through a broker, dealer or other financial intermediary which
maintains a net asset value purchase program that enables the Funds to realize
certain economies of scale;

(9) through bank trust departments or trust companies on behalf of
bona fide trust or fiduciary accounts by notifying the Distributor in advance of
purchase; a bona fide advisory, trust or fiduciary account is one which is
charged an asset-based fee and whose purpose is other than purchase of Fund
shares at net asset value;

(10) by purchasers in connection with investments related to a bona
fide medical savings account; or

(11) by an account established under a wrap fee or asset allocation
program where the accountholder pays the sponsor an asset-based fee.

Additionally, no sales charge is imposed on shares that are (a) issued
in plans of reorganization, such as mergers, asset acquisitions and exchange
offers, to which a Fund is a party, (b) purchased by the reinvestment of loan
repayments by participants in retirement plans, (c) purchased by the
reinvestment of dividends or other distributions from a Fund, or (d) purchased
and paid for with the proceeds of shares redeemed in the prior 60 days from a
mutual fund on which an initial sales charge or contingent deferred sales charge
was paid (other than a fund managed by the Adviser or any of its affiliates that
is subject to the exchange privilege described below); the purchaser must
certify to the Distributor at the time of purchase that the purchaser is a prior
load investor.

PURCHASE OF CLASS B SHARES

The offering price of Class B shares is net asset value without any
initial sales charge. As a result, the entire purchase amount is immediately

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<PAGE>

invested. However, the ongoing expenses of Class B shares are higher than those
of Class A shares. A contingent deferred sales charge is imposed upon
redemptions of Class B shares within six years of their purchase. The contingent
deferred sales charge is a percentage of (1) the net asset value of the shares
at the time of purchase or (2) the net asset value of the shares at the time of
redemption, whichever is less. The contingent deferred sales charge is
determined as follows:

REDEMPTION DURING CONTINGENT DEFERRED SALES CHARGE
- ----------------- --------------------------------

1st year since purchase 5%

2nd year since purchase 4%

3rd year since purchase 3%

4th year since purchase 3%

5th year since purchase 2%

6th year since purchase 1%

7th year since purchase 0%

The contingent deferred sales charge will not apply to shares acquired by the
reinvestment of dividends or capital gains distributions.

In determining the applicability and rate of any contingent deferred
sales charge, Class B shares acquired through reinvestment of dividends and
capital gains distributions will be redeemed first, followed by the Class B
shares held by the shareholder for the longest period of time. The contingent
deferred sales charge, if any, upon redemption of Class B shares acquired
through an exchange will be calculated based on the original purchase date of
the Class B shares exchanged.

AUTOMATIC CONVERSION OF CLASS B SHARES

Class B shares will automatically convert to a number of Class A shares
of equal dollar value seven years after purchase. This conversion feature
benefits shareholders because Class A shares have lower ongoing expenses than
Class B shares. No initial sales charge or other charge is imposed at
conversion. When Class B shares convert, a pro rata amount of Class B shares
that were acquired by the reinvestment of dividends and capital gains
distributions will also convert to Class A shares.

PURCHASE OF CLASS C SHARES

The offering price of Class C shares is net asset value without any
initial sales charge. As a result, the entire purchase amount is immediately
invested. However, the ongoing expenses of Class C shares are higher than those
of Class A shares. Class C shares never convert to any other class of shares.

Class C shares held for less than one year are subject to a contingent
deferred sales charge on redemptions in an amount equal to 1% of the lower of
(1) the net asset value of the shares at the time of purchase or (2) the net
asset value of the shares at the time of redemption. Class C shares held one
year or longer are not subject to this contingent deferred sales charge. The
contingent deferred sales charge also will not apply to shares acquired by the
reinvestment of dividends or capital gains distributions. The order in which

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Class C shares are redeemed will be determined as described for Class B shares
(see "Purchase of Class B Shares").

The contingent deferred sales charge, if any, upon redemption of Class
C shares acquired through an exchange and held less than one year will be
calculated based on the original purchase date of the Class C shares exchanged.

WAIVERS OF THE CONTINGENT DEFERRED SALES CHARGE FOR CLASS B AND CLASS C

To obtain a waiver of the contingent deferred sales charge, you must
notify the Transfer Agent, who may require evidence of your qualification. The
contingent deferred sales charge will not apply to:

o any partial or complete redemption in connection with a distribution without
federal tax income penalty under an tax-qualified retirement plan, upon
separation from service and attaining age 55;

o any partial or complete redemption in connection with a qualifying loan or
hardship withdrawal from an tax-qualified retirement plan, eligible 457
plan, or 403(b)(7) plan;

o any complete redemption in connection with a distribution from a
tax-qualified retirement plan, eligible 457 plan, or 403(b)(7) plan in
connection with termination of employment or termination of the employer's
plan;

o any redemption resulting from a tax-free return of an excess contribution
from a tax-qualified retirement plan, IRA, savings incentive match plan for
an employee ("SIMPLE" plan), eligible 457 plan, or 403(b)(7) plan;

o mandated minimum distributions from a tax-qualified retirement plan, IRA,
SIMPLE plan, eligible 457 plan, or 403(b) plan;

o substantially equal periodic payments as defined in Section 72(t) of the
Code;

o any partial or complete redemption following death or disability of a
shareholder (including one who owns the shares as joint tenant with his
spouse), provided the redemption is requested within one year of the death
or initial determination of disability (as defined in Section 72(m) of the
Code);

o redemptions under a Fund's Systematic Withdrawal Plan (investors may not
withdraw annually more than 12% of the value of their account under the
Systematic Withdrawal Plan);

o redemptions in connection with investments related to a bona fide medical
savings account; and

o redemptions from an account established under a wrap fee or asset allocation
program where the accountholder pays the sponsor an asset-based fee.

REDEMPTION OF SHARES

HOW TO REDEEM SHARES OF THE FUNDS

Shares are redeemed at net asset value next determined after receipt of
a redemption request in good form on any business day, reduced, for shares of
Class B and Class C, by any applicable contingent deferred sales charge.

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<PAGE>

REDEMPTIONS BY MAIL

A written request for redemption must be received by the Transfer Agent
to constitute a valid tender for redemption. It will also be necessary for
corporate investors and other associations to have an appropriate certification
authorizing redemptions by a corporation or an association on file before a
redemption request will be considered in proper form. A suggested form of such
certification is provided on the application accompanying this Prospectus. A
signature guarantee is required for redemptions of $50,000 or more. A signature
guarantee may be obtained from most banks, brokers and dealers, credit unions,
savings associations and financial institutions, but not from a notary public.

REDEMPTIONS BY WIRE OR TELEPHONE

Brokers, dealers, or other financial intermediaries may communicate
redemption orders by wire or telephone. These firms may charge for their
services in connection with your redemption request but neither the Funds nor
the Distributor imposes any such charges.

The Funds and the Transfer Agent will not be responsible for the
authenticity of telephone instructions or losses, if any, resulting from
unauthorized shareholder transactions if the Funds or the Transfer Agent
reasonably believe that such instructions are genuine. The Funds and the
Transfer Agent have established procedures that the Funds believe are reasonably
appropriate to confirm that instructions communicated by telephone are genuine.
These procedures include: (i) recording telephone instructions for exchanges and
expedited redemptions; (ii) requiring the caller to give certain specific
identifying information; and (iii) providing written confirmations to
shareholders of record not later than five days following any such telephone
transactions. If the Funds and the Transfer Agent do not employ these
procedures, they may be liable for any losses due to unauthorized or fraudulent
telephone instructions.

PURCHASES THROUGH BROKERS, DEALERS AND OTHER FINANCIAL INTERMEDIARIES

Certain brokers, dealers, and other financial intermediaries may be
authorized to accept redemption orders on behalf of the Funds. A Fund will be
deemed to have received a redemption order when an authorized broker, dealer, or
other financial intermediary accepts the order. Orders placed through an
authorized broker, dealer, or other financial intermediary will receive the net
asset value next calculated after the order has been accepted by such an
authorized firm, minus any applicable contingent deferred sales charge. In all
other cases, it is the responsibility of the broker, dealer, or other financial
intermediary to forward customer orders received prior to the close of the NYSE
to the Transfer Agent prior to its close of business that same day (normally
4:00 p.m. Eastern Time).

EXPEDITED REDEMPTIONS

You may have the payment of redemption requests (of $250 or more) wired
or mailed directly to a domestic commercial bank account that you have
previously designated. Normally, such payments will be transmitted on the second
business day following receipt of the request (provided redemptions may be
made). You may request a wire redemption by telephone or written request sent to
the Transfer Agent. For telephone redemptions, call the Transfer Agent at (800)
986-3384. You must complete the "Expedited Redemptions" section of the
application for this privilege to be applicable.

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<PAGE>

SYSTEMATIC WITHDRAWAL PLAN

You may elect to have regular monthly or quarterly payments in any
fixed amount in excess of $50 made to you, or to anyone else properly
designated, as long as the account has a value of at least $5,000 at the time of
election. You must determine the fixed payment amount for the systematic
withdrawal plan.

There are no separate charges under this plan. A number of full and
fractional shares equal in value to the amount of the requested payment will be
redeemed. Such redemptions are normally processed on or about the 25th day of
each month or quarter. Checks are then mailed on or about the first of the
following month. If you elect to have a Systematic Withdrawal Plan, you must
have all dividends and capital gains reinvested. To establish systematic cash
withdrawals, please complete the systematic cash withdrawal section on the
application.

You may change the amount, frequency, and payee, or terminate this
plan, by giving written notice to the Transfer Agent. As shares of a Fund are
redeemed under the plan, you may realize a capital gain or loss to be reported
for income tax purposes. A Systematic Withdrawal Plan may be terminated or
modified at any time upon written notice by you or a Fund.

GENERAL

Payment to shareholders for shares redeemed or repurchased will be made
within seven days after receipt by the Transfer Agent. A Fund may delay the
payment of redemption proceeds until the check used to purchase the shares being
redeemed has cleared, which may take up to 15 days or longer. To reduce such
delay, the Funds recommend that all purchases be made by bank wire Federal
funds. A Fund may suspend the right of redemption under certain extraordinary
circumstances in accordance with the rules of the SEC.

DOLLAR COST AVERAGING

The Dollar Cost Averaging ("DCA") program enables a shareholder to
transfer assets from the money market fund currently managed by Federated
Investors to another investment option on a predetermined and systematic basis.
The DCA program is generally suitable for shareholders making a substantial
investment in the Funds and who desire to control the risk of investing at the
top of a market cycle. The DCA program allows such investments to be made in
equal installments over time in an effort to reduce such risk.

If you have at least $5,000 invested in the money market fund currently
managed by Federated Investors, you may choose to have a specified dollar amount
transferred from this fund to other Fund(s) on a monthly basis. The main
objective of DCA is to shield your investment from short-term price
fluctuations. Since the same dollar amount is transferred to other Funds each
month, more shares are purchased in a Fund if the value per share is low and
fewer shares are purchased if the value per share is high. Therefore, a lower
average cost per share may be achieved over the long term. This plan of
investing allows investors to take advantage of market fluctuations but does not
assure a profit or protect against a loss in declining markets.

DCA may be elected on the application form or at a later date. The
minimum amount that may be transferred each month into any Fund is $250. The
maximum amount which may be transferred is equal to the amount invested in the
money market fund currently managed by Federated Investors when elected, divided
by 12.

The transfer date will be the same calendar day each month. The dollar
amount will be allocated to the Funds in the proportions you specify on the
appropriate form, or, if none are specified, in accordance with your original
investment allocation. If, on any transfer date, the amount invested is equal to
or less than the amount you have elected to have transferred, the entire amount
will be transferred and the option will end. You may change the transfer amount
once each year or cancel this option by sending the appropriate form to the

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<PAGE>

Trust's Administrative Office, which must be received at least seven days before
the next transfer date.

EXCHANGE PRIVILEGE

Class A, Class B or Class C shares of a Fund may be exchanged for
shares of the same class of another Fund, for shares of the same class of
another series of the Trust, or for shares of the money market fund currently
managed by Federated Investors, at the relative net asset values per share at
the time of the exchange. Shares of the money market fund currently managed by
Federated Investors may be exchanged for Class A shares at relative net asset
values per share at the time of the exchange to the extent that the money market
fund shares are attributable to Class A shares on which an initial sales charge
was previously payable and dividend reinvestments on such Class A shares. An
initial sales charge will be imposed on other exchanges of shares of the money
market fund currently managed by Federated Investors for Class A shares of the
Funds.

No contingent deferred sales charge applies at the time Class B or
Class C shares of a Fund are exchanged for shares of the same class of another
Fund or series of the Trust, or for shares of the money market fund currently
managed by Federated Investors. However, upon redemption of shares acquired
through the exchange, the original purchase date of the Class B or Class C
shares exchanged will be used for purposes of calculating the contingent
deferred sales charge, if any.

The total value of shares of a fund purchased by exchange must at least
equal the fund's minimum investment requirement. Before exchanging shares, you
should consider the differences in investment objectives and expenses of the
fund into which the exchange would be made. Shares are normally redeemed from
one fund and purchased from the other fund in the exchange transaction on the
same business day on which the Transfer Agent receives an exchange request that
is in proper form by the close of the NYSE that day.

REINSTATEMENT PRIVILEGE

If you redeem any or all of your Class A shares of a Fund, you may
reinvest all or any portion of the redemption proceeds in Class A shares of any
Fund (or another series of the Trust) at net asset value without any initial
sales charge, provided that you make such reinvestment within 60 calendar days
after the redemption date. If you redeem any or all of your Class B or Class C
shares of a Fund, and pay a contingent deferred sales charge on those shares,
you may reinvest all or any portion of the redemption proceeds in Class B or
Class C shares, respectively, of any Fund (or another series of the Trust) and
be reimbursed for the amount of the contingent deferred sales charge, provided
that you make such reinvestment within 60 calendar days of the redemption date.
The original purchase date of the Class B or Class C shares redeemed will be
used for purposes of calculating the contingent deferred sales charge, if any,
upon redemption of the shares acquired with this privilege.

The reinstatement privilege may be utilized by a shareholder only once
with respect to a Fund and may be subject to other restrictions.

ELECTRONIC TRANSFERS THROUGH AUTOMATED CLEARING HOUSE

Electronic transfers through Automated Clearing House ("ACH") allow you
to initiate a purchase or redemption for as little as $50 or as much as $50,000
between your bank account and Fund account using the ACH network. Initial
purchase minimums apply. You must complete the "ACH" section of the application
for this privilege to be applicable.

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<PAGE>

DETERMINATION OF NET ASSET VALUE

The net asset value per share is determined for each class of shares
for each Fund as of the close of regular trading on the NYSE (normally 4:00 p.m.
Eastern Time) on each business day (as previously defined) by dividing the value
of the Fund's net assets attributable to a class (the class' pro rata share of
the value of the Fund's assets minus the class' pro rata share of the value of
the Fund's liabilities) by the number of shares of that class outstanding.

For the Conseco 20 and High Yield Funds, the assets of the Fund are
valued primarily on the basis of market quotations. If quotations are not
readily available, assets are valued by a method that the Board believes
accurately reflects fair value. Foreign securities are valued on the basis of
quotations from the primary market in which they are traded, and are translated
from the local currency into U.S. dollars using current exchange rates. With
respect to each of these Funds, short-term investments that will mature in 60
days or less are valued at amortized cost, which approximates market value.

For the International Fund and the Portfolio, equity securities listed
on securities exchanges, including all but United Kingdom securities, are valued
at the last quoted sales price on a designated exchange prior to the close of
trading on the NYSE or, lacking any sales, on the basis of the last current bid
price prior to the close of trading on the NYSE. Securities of the United
Kingdom held in the Portfolio are priced at the last jobber price (mid of the
bid and offer prices quoted by the leading stock jobber in the security) prior
to close of trading on the NYSE. Trading in foreign markets is usually completed
each day prior to the close of the NYSE. However, events may occur which affect
the values of such securities and the exchange rates between the time of
valuation and the close of the NYSE. Should events materially affect the value
of such securities during this period, the securities are priced at fair value,
as determined in good faith and pursuant to procedures approved by the AMR Trust
Board. Over-the-counter equity securities are valued on the basis of the last
bid price on that date prior to the close of trading. Debt securities (other
than short-term securities) will normally be valued on the basis of prices
provided by a pricing service and may take into account appropriate factors such
as institution-size trading in similar groups of securities, yield, quality,
coupon rate, maturity, type of issue, trading characteristics and other market
data. In some cases, the prices of debt securities may be determined using
quotes obtained from brokers. Securities for which market quotations are not
readily available are valued at fair value, as determined in good faith and
pursuant to procedures approved by the AMR Trust Board. Assets and liabilities
denominated in foreign currencies and forward contracts are translated into U.S.
dollar equivalents based on prevailing market rates. Investment grade short-term
obligations with 60 days or less to maturity are valued using the amortized cost
method.

DIVIDENDS, OTHER DISTRIBUTIONS AND TAXES

DIVIDENDS AND OTHER DISTRIBUTIONS

Dividends from net investment income are declared and distributed
quarterly by the Conseco 20 Fund, monthly by the High Yield Fund, and annually
by the International Fund; however, the Trustees may decide to declare dividends
at other intervals. For dividend purposes, (1) net investment income of each of
the Conseco 20 and High Yield Funds consists of all dividends and interest it
receives, any net short-term gains and losses from the sale of its investments,
and any net gains it realizes from foreign currency transactions, less its
expenses (including fees payable to the Adviser and its affiliates), and (2) the
International Fund's net investment income consists of its proportionate share
of the Portfolio's dividends and interest, net short-term gains or losses, and
net realized gains from foreign currency transactions, if any, less that Fund's
expenses and its proportionate share of the Portfolio's expenses. Distributions
of each Fund's net capital gain (the excess of net long-term capital gain over
net short-term capital loss) -- in the case of the International Fund, its
proportionate share of the Portfolio's net capital gain -- are declared and

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distributed to its shareholders annually after the close of the Fund's fiscal
year.

Dividends and other distributions paid on each class of shares of each
Fund are calculated at the same time and in the same manner. Dividends on Class
A, Class B, and Class C shares of a Fund are expected to be lower than those on
its Class Y shares because Class A, Class B, and Class C shares have higher
expenses resulting from their distribution and service fees. Dividends on each
class also might be affected differently by the allocation of other
class-specific expenses.

DISTRIBUTION OPTIONS. When you open your account, specify on your
application how you want to receive your distributions. For retirement accounts,
all Fund distributions are reinvested. For other accounts, you have the
following options:

Reinvest all Distributions. You can elect to reinvest all dividends and
capital gain distributions from a Fund in additional Fund shares of the same
class.

Reinvest Income Dividends Only. You can elect to reinvest dividends
from a Fund in additional Fund shares of the same class while receiving capital
gain distributions by check or sent to your bank account.

Reinvest Capital Gain Distributions Only. You can elect to reinvest
capital gain distributions from a Fund in additional Fund shares of the same
class while receiving dividends by check or sent to your bank account.

Receive All Distributions in Cash. You can elect to receive a check for
all dividends and capital gain distributions from a Fund or have them sent to
your bank account.

TAXES

Each Fund is treated as a separate corporation, and intends to qualify
as a "regulated investment company" ("RIC"), under the Code. As such, and by
complying with the applicable Code provisions regarding the amount and timing of
its distributions, each Fund will be allowed a deduction for amounts distributed
to its shareholders from its investment company taxable income (generally, its
net investment income as described under "Dividends and Other Distributions")
and net capital gain and will not be subject to federal income tax on those
amounts. To qualify for treatment as a RIC, each Fund must, among other things,
satisfy certain source of income and diversification requirements described in
the SAI.

Each Fund intends to distribute all its investment company taxable
income and net capital gain so as to avoid federal income and excise taxes.
Dividends from each Fund's investment company taxable income (whether paid in
cash or reinvested in additional shares) generally will be taxable to you as
ordinary income. The portion of those dividends that does not exceed the
aggregate dividends received by the Fund from U.S. corporations will be eligible
for the dividends-received deduction allowed to corporations; however, dividends
received by a corporate shareholder and deducted by it pursuant to the
dividends-received deduction are subject indirectly to the alternative minimum
tax.

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<PAGE>

held for more than one year but not more than 18 months and 20% (10% for
taxpayers in the 15% marginal tax bracket) on capital assets held for more than
18 months. However, the application of these rules to distributions by RICs,
including whether a RIC's holding period can be "passed through" to its
shareholders, will be determined by future legislation, regulations, or other
rules that are not available as this Prospectus is being prepared. Accordingly,
you should consult your tax adviser as to the effect of the Relief Act on those
distributions by a Fund to you.

Shareholders who are not subject to tax on their income generally will
not be required to pay tax on distributions.

Dividends and other distributions declared by a Fund in October,
November, or December, but received by you in January, generally are taxable to
you in the year in which declared. Each Fund will inform you after the end of
each calendar year as to the amount and nature of dividends and other
distributions paid (or deemed paid) to you for that year.

When you redeem (sell) shares, it may result in a taxable gain or loss
to you, depending on whether you receive more or less than your adjusted basis
for the shares. An exchange of any Fund's shares, as described under "Purchase
and Redemption of Shares -- Exchange Privilege," generally will have similar tax
consequences. Special rules apply when you dispose of Class A shares of a Fund
through a redemption or exchange within 90 days after your purchase thereof and
subsequently reacquire Class A shares of the same Fund or acquire Class A shares
of another Fund or another series of the Trust without paying a sales charge. In
these cases, any gain on the disposition of the original Class A shares will be
increased, or any loss decreased, by the amount of the sales charge paid when
you acquired those shares, and that amount will increase the basis of the shares
subsequently acquired. If you purchase shares of a Fund (whether pursuant to the
reinstatement privilege or otherwise) within thirty days before or after
redeeming other shares of that Fund (regardless of class) at a loss, all or part
of that loss will not be deductible and will increase the basis of the newly
purchased shares.

No gain or loss will be recognized by a shareholder as a result of a
conversion of Class B shares into Class A shares.

Each Fund is required to withhold 31% of all dividends, capital gain
distributions, and redemption proceeds payable to any individuals and certain
other non-corporate shareholders who do not furnish the Fund with a correct
taxpayer identification number. Withholding at that rate also is required from
dividends and capital gain distributions payable to those shareholders who
otherwise are subject to backup withholding.

Each of the Conseco 20 and High Yield Funds is required to include in
its gross income each year a portion of the original issue discount on zero
coupon securities it holds, even though the Fund receives no interest payment on
the securities during the year. Similarly, each such Fund must include in its
gross income each year any interest on payment-in-kind securities distributed in
the form of additional securities. Accordingly, to qualify for treatment as a
RIC, each such Fund may be required to distribute as a dividend an amount that
is greater than the total amount of cash it actually receives. Those
distributions will be made from a Fund's cash assets or the proceeds from sales
of Fund securities, if necessary.

Some foreign countries may impose withholding taxes on certain
dividends and interest payable to the International Portfolio. The International
Fund's share of any such withheld tax may either be treated by that Fund as a
deduction or, if it satisfies certain requirements, it may elect to flow the tax
through to its shareholders, who in turn may either treat it as a deduction or
use it in calculating a credit against their federal income tax.

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<PAGE>

The foregoing is only a summary of certain federal tax considerations
affecting your investment in a Fund. More information is contained in the SAI.
You should consult with your tax adviser about the effect of an investment in a
Fund on your particular tax situation.

PERFORMANCE INFORMATION

The Funds have no past performance as of the date of this Prospectus.
However, as discussed in more detail below, the High Yield Fund is modeled after
certain other accounts managed by the Adviser and the International Fund invests
all of its investable assets in the International Portfolio, each of which does
have a performance history.

HIGH YIELD FUND

The High Yield Fund has investment objectives, policies and strategies
that are substantially similar to those of two other accounts managed by the
Adviser, specifically (1) a mutual fund used from January, 1988 to March, 1992
as an investment vehicle for the assets of variable contracts issued by Bankers
National Life ("BNL"), a Conseco affiliate, and (2) a privately managed account
created in _______, 1992 for investment of assets for the general account of
Beneficial Standard Life ("BSL"), another Conseco affiliate (collectively, the
"Adviser's similarly managed accounts"). The BNL mutual fund was merged into
another investment company with a different investment objective on March 11,
1992; it had $___ in net assets on the date of the merger. On
__________________, the BSL private account commenced operations and purchased a
comparable portfolio of securities. The BSL private account had $___ in net
assets as of September 30, 1997. The Adviser has not, and currently does not,
manage any other similar mutual funds or private accounts.

The following tables show the average annual total returns for the
Adviser's similarly managed accounts for the one- and five-year periods ended
September 30, 1997 and for the period from the inception of the BNL mutual fund
(January 1, 1988) until September 30, 1997. The figures are a composite of (1)
the actual investment performance of the BNL mutual fund and (2) the gross
investment performance of the BSL private account adjusted to reflect the
deduction of the Total Operating Expenses of the High Yield Fund as shown in the
fee table (including any fee waivers and/or expense reimbursements). This total
return information is presented on a class-by-class basis; the first table
reflects the deduction of the maximum sales charge applicable to a class, while
the second table reflects no deduction for sales charges. The total returns of
the BNL mutual fund would have been lower without reimbursement of certain
expenses and/or waiver of certain fees. The BSL private account currently is not
subject to any fees at the account level.

The performance of the Adviser's similarly managed accounts does not
represent the historical performance of the High Yield Fund and should not be
interpreted as indicative of the future performance of the High Yield Fund.
These performance results are not a substitute for the High Yield Fund's
performance. A private account may not be subject to certain investment
limitations, diversification requirements and other restrictions imposed by the
1940 Act and the Code, which, if applicable, may have adversely affected the
performance result of the private account.

36
<PAGE>

Average Annual Total Returns of the Adviser's Similarly Managed Accounts*
for Periods Ended September 30, 1997
(With Deduction of Maximum Applicable Sales Charge)

Since Inception
1 Year 5 Years (January 1, 1988)
------ ------- ---------------

Class A Shares [14.54%] [11.03%] __.__%

Class B Shares [14.33%] [11.39%] __.__%

Class C Shares [18.74%] [11.61%] __.__%

* As described above, certain performance results have been adjusted to reflect
deduction of the Fund's Total Operating Expenses as shown in the fee table
(including any fee waivers and/or expense reimbursements) .

Average Annual Total Returns of the Adviser's Similarly Managed Accounts*
for Periods Ended September 30, 1997
(Without Any Deduction for Sales Charges)

Since Inception
1 Year 5 Years (January 1, 1988)
------ ------- -----------------

Class A Shares [20.42]% [12.15]% __.__%

Class B Shares [19.85]% [11.61]% __.__%

Class C Shares [19.85]% [11.61]% __.__%

INTERNATIONAL FUND

The International Fund invests all of its investable assets in the
International Portfolio. The following table shows the Fund's average annual
total returns for the one- and five-year periods ended October 31, 1997 and for
the period from the inception of the International Portfolio's predecessor
(August 7, 1991) until October 31, 1997. These returns represent the actual
investment performance of the Institutional Class of the American AAdvantage
International Equity Fund, a series of the American AAdvantage Funds that has an
investment objective, policies and limitations substantially similar to those of
the Fund and that also invests in the Portofolio. The Institutional Class of
that mutual fund has a different fee structure than the Fund; accordingly, the
total returns shown below would have been lower if the Fund's higher fees and
expenses had been reflected. Past results do not guarantee future performance.

37
<PAGE>

Average Annual Total Returns for Periods Ended October 31, 1997

Since Inception
1 Year 5 Years (August 7, 1991)
------ ------- ----------------

--.--% --.--% --.--%

GENERAL

Each of the Funds may from time to time advertise certain investment
performance information. Performance information may consist of yield and
average annual total return quotations reflecting the deduction of all
applicable charges over a period of time. A Fund also may use aggregate total
return figures for various periods, representing the cumulative change in value
of an investment in a Fund for the specific period. Performance information may
be shown in schedules, charts or graphs. These figures are based on historical
earnings and are not intended to indicate future performance.

The "yield" of a Fund refers to the annualized net income generated by
an investment in that Fund over a specified 30-day period, calculated by
dividing the net investment income per share earned during the period by the
maximum offering price per share on the last day of the period.

The "average annual total return" of a Fund refers to the total rate of
return of an investment in the Fund. The figure is computed by calculating
average annual compounded rates of return over the one-, five- and ten-year
periods that would equate to the initial amount invested to the ending
redeemable value, assuming reinvestment of all income dividends and capital gain
distributions. "Total return" quotations reflect the performance of the Fund and
include the effect of capital changes.

Further information about the performance of the Funds is contained in
the SAI and in the Funds' semi-annual and annual reports to shareholders, which
you may obtain without charge by writing the Funds' address or calling the
telephone number set forth on the cover page of this Prospectus.

OTHER INFORMATION

BROKERAGE COMMISSIONS

Subject to the Conduct Rules of the NASD and to obtaining best prices
and executions, the Adviser may select brokers who sell shares of the Funds to
effect portfolio transactions. The Adviser may also select an affiliated broker
to execute transactions for the Funds, provided that the commissions, fees or
other remuneration paid to such affiliated broker are reasonable and fair as
compared to that paid to non-affiliated brokers for comparable transactions.

38
<PAGE>

Each of the International Portfolio's investment advisers will place
its own orders to execute securities transactions. In placing such orders, each
investment adviser will seek the best available price and most favorable
execution. The full range and quality of services offered by the executing
broker or dealer is considered when making these determinations. Pursuant to
written guidelines approved by the AMR Trust Board, an investment adviser of the
Portfolio, or its affiliated broker-dealer, may execute portfolio transactions
and receive usual and customary brokerage commissions (within the meaning of
Rule 17e-1 under the 1940 Act) for doing so.

SHARES OF BENEFICIAL INTEREST

All shares of beneficial interest of the Trust are entitled to one
vote, and votes are generally on an aggregate basis. However, on matters where
the interests of the Funds (or classes of a Fund) differ (such as approval of an
investment advisory agreement or a change in fundamental investment policies),
the voting is on a Fund-by-Fund (or class-by-class) basis. The Trust does not
hold routine annual shareholders' meetings. The shares of each Fund issued are
fully paid and non-assessable, have no preference or similar rights, and are
freely transferable. In addition, each issued and outstanding share in a Fund is
entitled to participate equally in dividends and distributions declared by that
class.

On most issues subjected to a vote of the Portfolio's interest holders,
as required by the 1940 Act, the International Fund will solicit proxies from
its shareholders and will vote its interest in the Portfolio in proportion to
the votes cast by the Fund's shareholders. The Fund will vote shares for which
it receives no voting instructions in the same proportion as the shares for
which it does receive voting instructions. Because each interest holder in the
Portfolio would vote in proportion to its relative beneficial interest in the
Portfolio, one or more other Portfolio investors could, in certain instances,
approve an action although a majority of the outstanding voting securities of
the International Fund had voted against it. This could result in the
International Fund's redeeming its investment in the Portfolio, which could
result in increased expenses for the Fund.

REPORTS TO SHAREHOLDERS

Investors in the Funds will be informed of their progress through
periodic reports. Financial statements certified by independent public
accountants will be submitted to shareholders at least annually.

39
<PAGE>

RETIREMENT PLANS AND MEDICAL SAVINGS ACCOUNTS

Class A, Class B and Class C shares are available for purchase by
qualified retirement plans of both corporations and self-employed individuals.
The Trust has available prototype IRA plans (for both individuals and
employers), Simplified Employee Pension ("SEP") plans, and savings incentive
match plans for employees ("SIMPLE" plans) as well as Section 403(b)(7)
Tax-Sheltered Retirement Plans which are designed for employees of public
educational institutions and certain non-profit, tax-exempt organizations. The
Trust also has information concerning prototype Medical Savings Accounts. For
information, call or write the Distributor.

CLASS Y SHARES

In order to buy Class Y shares you must be an institutional investor or
a qualifying individual investor. Institutional investors may include, but are
not limited to, the following: (i) tax qualified retirement plans which have (a)
at least $10 million in plan assets, or (b) 250 or more employees eligible to
participate at the time of purchase, (ii) banks and insurance companies
purchasing shares for their own account, (iii) investment companies not
affiliated with the Adviser, (iv) tax-qualified retirement plans of the Adviser
or brokers, dealers, and other financial intermediaries that have a selling
agreement with the Distributor and their affiliates, (v) endowments, foundations
and other charitable organizations or (vi) accounts established under wrap fee
or asset allocation programs where the accountholder pays the sponsor an
asset-based fee. A qualifying individual investor is an investor who is a client
of the Adviser and is making a purchase of over $500,000 or whose purchase
together with his current holdings of Class Y shares exceeds $500,000 or any
other individual who meets the minimum investment requirement.

Class Y shares are available to eligible institutional investors and
qualifying individual investors at net asset value without the imposition of an
initial or deferred sales charge and are not subject to ongoing distribution or
service fees imposed under a plan adopted pursuant to Rule 12b-1 under the 1940
Act. The minimum initial investment in Class Y shares is $500,000, but this
requirement may be waived at the discretion of the Trust's officers.

The Systematic Withdrawal Plan and Pre-Authorized Investment Plan are
not available for Class Y shares.

If you are considering a purchase of Class Y shares of a Fund, please
call the Transfer Agent at (800) 986-3384 to obtain information about
eligibility and a prospectus.

DISTRIBUTOR

Conseco Equity Sales, Inc., 11815 N. Pennsylvania Street, Carmel,
Indiana 46032, serves as distributor of shares of the Trust.

TRANSFER AGENT

State Street Bank and Trust Company ("State Street"), 225 Franklin
Street, Boston, Massachusetts 02110, serves as the Trust's transfer agent.

CUSTODIAN

The Bank of New York, 90 Washington Street, 22nd Floor, New York, New
York 10826, serves as custodian of each Fund's assets. The Bank of New York also

40
<PAGE>

performs certain administrative services for the Funds pursuant to agreements
with the Administrator. State Street serves as custodian of the International
Portfolio's assets.

INDEPENDENT PUBLIC ACCOUNTANTS/AUDITOR

The Trust's independent public accountants are Coopers & Lybrand,
L.L.P., 2900 One American Square, Box 82002, Indianapolis, Indiana 46282-0002.
The independent auditor of the International Portfolio is Ernst & Young LLP,
Dallas, Texas.

LEGAL COUNSEL

Certain legal matters for the Funds are passed upon by Kirkpatrick &
Lockhart LLP, 1800 Massachusetts Avenue, N.W., Washington, D.C. 20036.

THIS PROSPECTUS IS NOT AN OFFERING OF THE SECURITIES HEREIN DESCRIBED
IN ANY STATE IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO SALESMAN,
DEALER OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR THE SAI.

41
<PAGE>

TABLE OF CONTENTS OF THE
STATEMENT OF ADDITIONAL INFORMATION

Page

General Information...................................................2
Investment Restrictions...............................................2
Description of Securities and Investment Techniques...................6
Investment Performance ..............................................21
Portfolio Turnover and Securities Transactions.......................23
Management...........................................................26
Fund Expenses .......................................................36
Distribution Arrangements ...........................................36
Purchase and Redemption of Shares....................................38
General .............................................................40
Taxes................................................................41
Other Information....................................................47
Financial Statements.................................................48

If you would like a free copy of the Statement of Additional Information for
this Prospectus, please complete this form, detach, and mail to:
Conseco Fund Group
Attn: Administrative Offices
11815 N. Pennsylvania Street, Carmel, Indiana 46032

Gentlemen:
Please send me a free copy of the Statement of Additional Information
for the Conseco Fund Group at the following address:

Name:
Mailing Address:

Sincerely,

(Signature)

42
<PAGE>

APPENDIX A SECURITIES RATINGS

DESCRIPTION OF CORPORATE BOND RATINGS

MOODY'S INVESTORS SERVICE, INC.'S CORPORATE BOND RATINGS:

Aaa - Bonds which are rated Aaa by Moody's Investors Service, Inc. ("Moody's")
are judged to be the best quality and carry the smallest degree of investment
risk. Interest payments are protected by a large or by an exceptionally stable
margin, and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.

Aa - Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group, they comprise what are generally known as high
grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long term risks appear somewhat larger than in Aaa securities.

A - Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.

Baa - Bonds which are rated Baa are considered as medium grade obligations;
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
period of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

Ba - Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.

B - Bonds which are rated B generally lack characteristics of a desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

Caa - Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

Ca - Bonds which are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked shortcomings.

C - Bonds which are rated C are the lowest rated class of bonds. Such issues can
be regarded as having extremely poor prospects of ever attaining any real
investment standing.

STANDARD & POOR'S CORPORATE BOND RATINGS:

AAA - This is the highest rating assigned by Standard & Poor's ("S&P") to a debt
obligation and indicates an extremely strong capacity to pay principal and
interest.

AA - Bonds rated AA also qualify as high-quality debt obligations. Capacity to
pay principal and interest is very strong, and in the majority of instances they
differ from AAA issues only in small degree.

A-1
<PAGE>

A - Bonds rated A have a strong capacity to pay principal and interest, although
they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions.

BBB - Bonds rated BBB are regarded as having an adequate capacity to pay
principal and interest. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to weakened capacity to pay principal and interest for bonds in
this category than for bonds in the A category.

BB/B/CCC/CC - Bonds rated BB, B, CCC, and CC are regarded, on balance, as
predominantly speculative with respect to the issuer's capacity to pay interest
and repay principal in accordance with the terms of the obligation.+ BB
indicates the lowest degree of speculation and CC the highest degree of
speculation. While such bonds will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major risk
exposure to adverse conditions.

CI - The rating CI is reserved for income bonds on which no interest is being
paid.

D - Debt rated D is in default, and payment of interest and/or repayment of
principal is in arrears.

Plus (+) or Minus (-): The ratings from AA to B may be modified by the addition
of a plus or minus sign to show relative standing within the major rating
categories.

PREFERRED STOCK RATINGS:

Both Moody's and S&P use the same designations for corporate bonds as they do
for preferred stock, except that in the case of Moody's preferred stock ratings,
the initial letter rating is not capitalized. While the descriptions are
tailored for preferred stocks and relative quality, distinctions are comparable
to those described above for corporate bonds.

A-2

<PAGE>

CONSECO FUND GROUP

ADMINISTRATIVE OFFICE: 11815 N. PENNSYLVANIA STREET, CARMEL, INDIANA 46032 (317)
817-6300

The Conseco Fund Group (the "Trust") is an open-end diversified
management investment company registered with the Securities and Exchange
Commission ("SEC") under the Investment Company Act of 1940 ("1940 Act"). The
Trust was organized as a Massachusetts business trust on September 24, 1996. The
Trust is a "series" type of mutual fund which issues separate series of shares,
each of which represents a separate portfolio of investments. This Prospectus
offers shares of three series ("Funds") of the Trust, each with its own
investment objective and investment policies. Each Fund offers four classes of
shares. This Prospectus relates solely to Class Y shares of the Funds. Class A,
Class B and Class C shares are offered to individual investors by a separate
prospectus. Each class may have different expenses, which may affect
performance.

The investment programs of the Funds are as follows:

* * * * *

There is no assurance that any of the Funds listed above will achieve
its investment objective. The various Funds may be used independently or in

<PAGE>

combination. You may also purchase shares of the other series of the Trust or of
a money market fund currently managed by Federated Investors, through separate
prospectuses. Those prospectuses are available upon request by calling

- -------------.

INVESTORS SHOULD READ AND RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE.

The date of this Prospectus is January 2, 1998.

TABLE OF CONTENTS
Page

Cover Page..........................................................1
Fee Table...........................................................2
Investment Objectives and Policies of the Funds.....................4
Investment Techniques and Other Investment Policies.................8
Additional Information About the Master-Feeder Structure...........16
Management.........................................................17
Purchase and Redemption of Shares..................................21
Dividends, Other Distributions and Taxes...........................25
Performance Information............................................27
Other Information..................................................29
Appendix A Securities Ratings.....................................A-1

FEE TABLE

The following fee table is provided to assist investors in
understanding the various fees and expenses which may be borne directly or
indirectly by an investment in Class Y shares of the Funds.

SHAREHOLDER TRANSACTION EXPENSES Conseco 20 High Yield International
- -------------------------------- ---------- ---------- -------------

Maximum Sales Charge Imposed on Purchases None None None

Maximum Sales Charge Imposed on None None None
Reinvested Dividends

Maximum Contingent Deferred Sales Charge None None None

Redemption Fees None None None

ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)

2
<PAGE>

Management Fees .70% .60%(4) .48%(3)

Administrative Fees .20% .20% .75%

12b-1 Distribution and Service Fees None None None

Other Expenses (less voluntary fee waivers
and/or reimbursements) (1) .35% .10% .52%(3)

Total Operating Expenses (less voluntary fee
waivers and/or reimbursements) (2) 1.25% .90% 1.75%(3)

(1) Other Expenses in the fee table are based on estimated amounts for the
current fiscal year and exclude taxes, interest, brokerage and other transaction
expenses, and any extraordinary expenses.

(2) The expense information set forth above reflects voluntary commitments of
the Adviser and Conseco Services, LLC (the "Administrator") to waive a portion
of their fees under each Fund's Investment Advisory Agreement and Administration
Agreement, respectively, and/or to reimburse a portion of the Fund's expenses
through April 30, 1999. The voluntary commitments provide that the Total
Operating Expenses for the Funds, on an annual basis, will not exceed the
amounts set forth above. In the absence of such waivers and reimbursements, it
is estimated that Other Expenses would be .45%, .25%, and 1.02%, and Total
Operating Expenses would be 1.35%, 1.15% and 2.25% of the average daily net
assets of the Conseco 20, High Yield and International Funds, respectively.

(3) The Adviser has voluntarily agreed to waive all of its fees under the
International Fund's Investment Advisory Agreement so long as that Fund invests
all of its investable assets in the International Portfolio. Accordingly,
Management Fees in the fee table reflect only the International Fund's pro rata
portion of the Portfolio's management fees. Similarly, because of the
master-feeder structure, Other Expenses in the fee table combines the
International Fund's expenses and that Fund's pro rata portion of the
Portfolio's expenses.

(4) The Adviser has voluntarily undertaken to reduce its advisory fee with
respect to the High Yield Fund to 0.60% of the Fund's average daily net assets
until April 30, 1999. Absent such undertaking the advisory fee would be 0.70% of
the fund's average daily net assets.

EXAMPLE

Assuming a hypothetical investment of $1,000, a 5% annual return and
redemption at the end of each time period, an investor in Class Y of each of the
Funds would pay transaction and operating expenses at the end of each year as
follows:

1 Year 3 Years
------ -------
Conseco 20 $ $
High Yield $ $
International $ $

The same level of expenses would be incurred if the investments were held
throughout the period indicated.

THESE EXAMPLES ILLUSTRATE THE EFFECT OF EXPENSES, BUT ARE NOT MEANT TO
SUGGEST ACTUAL OR EXPECTED COSTS OR RETURNS, ALL OF WHICH MAY VARY.

3
<PAGE>

INVESTMENT OBJECTIVES AND POLICIES OF THE FUNDS

CONSECO 20 FUND

The investment objective of the Conseco 20 Fund is to seek capital
appreciation. The Fund invests primarily in equity securities of companies that
the Adviser believes have above-average growth prospects. The Fund is
"non-diversified" (meaning that it is not limited under the 1940 Act in the
percentage of assets that it may invest in any one issuer) and normally
concentrates its investments in a core position of approximately 20 common
stocks. Because the Fund may invest a larger portion of its assets in the
securities of a single issuer than a "diversified" fund, an investment in the
Fund may be subject to greater fluctuations in value than an investment in a
"diversified" fund. However, the Fund intends to comply with the standards under
the Internal Revenue Code of 1986 (the "Code") that limit a regulated investment
company's investments in any one issuer's securities. See "Taxes" in the SAI.

o prospects for above-average sales and earnings growth
o high return on invested capital
o overall financial strength, including sound financial and
accounting policies and a strong balance sheet
o competitive advantages, including innovative products and service
o effective research, product development, and marketing

4
<PAGE>

o stable, capable management.

The Fund may invest up to 25% of its total assets in equity and debt
securities of foreign issuers. See "Foreign Securities" below for more
information.

HIGH YIELD FUND

5
<PAGE>

substantial portion of its assets in such securities. Debt securities rated
below investment grade (i.e., below BBB/Baa) are deemed by the rating agencies
to be predominantly speculative with respect to the issuer's capacity to pay
interest and repay principal and may involve major risk or exposure to adverse
conditions. The Fund may invest in securities rated as low as C by Moody's or D
by S&P, securities comparably rated by another NRSRO, or unrated securities of
equivalent quality. Such obligations are highly speculative and may be in
default or in danger of default as to principal and interest. Ratings are only
the opinions of the agencies issuing them and are not absolute standards as to
quality. See "Risks Associated With High Yield Debt Securities" below and
"Description of Securities and Investment Techniques" in the SAI. The Appendix
to this Prospectus describes Moody's and S&P's rating categories.

INTERNATIONAL FUND

6
<PAGE>

investment objective and policies. All other fundamental investment policies and
the non-fundamental investment policies of the Fund and the Portfolio are
substantially similar (except with respect to borrowing, as discussed in the
SAI). The Fund invests only in the Portfolio. Therefore, although the following
discusses the investment policies of the Portfolio, it applies equally to the
Fund.

The Portfolio invests primarily in a diversified portfolio of equity
securities of issuers based outside the United States. AMR allocates the assets
of the Portfolio among one or more investment advisers designated for the
Portfolio. Hotchkis and Wiley, Morgan Stanley Asset Management Inc. and
Templeton Investment Counsel, Inc. currently serve as investment advisers to the
Portfolio. Rowe Price-Fleming International, Inc. ("Fleming") also is an
investment adviser to the Portfolio; however, as of the date of this prospectus,
none of the Portfolio's assets have been allocated to Fleming. See "Management
- -- AMR and the Investment Advisers to the International Equity Portfolio."

The Portfolio may trade forward foreign currency contracts, which are
derivatives, to hedge currency fluctuations of underlying stock or bond
positions or in other circumstances permitted by the Commodity Futures Trading
Commission. Forward contracts to sell foreign currency may be used when the
management of the Portfolio believes that the currency of a particular foreign
country may suffer a decline against the U.S. dollar. Forward contracts are also
entered into to set the exchange rate for a future transaction. In this manner,
the Portfolio may protect itself against a possible loss resulting from an
adverse change in the relationship between the U.S. dollar or other currency
which is being used for the security purchase and the foreign currency in which
the security is denominated during the period between the date on which the
security is purchased or sold and the date on which payment is made or received.
Forward contracts involve certain risks which include, but are not limited to:
(1) imperfect correlation between the securities hedged and the contracts
themselves; and (2) possible decrease in the total return of the Portfolio.
Forward contracts are discussed in greater detail in the SAI.

7
<PAGE>

variation margin deposits to exceed 5% of its total assets. Currency futures
contracts, which are derivatives, are discussed in greater detail in the SAI.

INVESTMENT TECHNIQUES AND OTHER INVESTMENT POLICIES

References in this section to "a Fund," "the Funds" or "the
International Fund" include the International Portfolio, unless the context
otherwise requires.

SMALL AND MEDIUM CAPITALIZATION COMPANIES

PREFERRED STOCK

The Funds may invest in preferred stock. Preferred stock pays dividends
at a specified rate and generally has preference over common stock in the

8
<PAGE>

payment of dividends and the liquidation of the issuer's assets but is junior to
the debt securities of the issuer in those same respects. Unlike interest
payments on debt securities, dividends on preferred stock are generally payable
at the discretion of the issuer's board of directors, and shareholders may
suffer a loss of value if dividends are not paid. Preferred shareholders
generally have no legal recourse against the issuer if dividends are not paid.
The market prices of preferred stocks are subject to changes in interest rates
and are more sensitive to changes in the issuer's creditworthiness than are the
prices of debt securities. Under ordinary circumstances, preferred stock does
not carry voting rights.

DEBT SECURITIES

Lower-rated debt securities generally offer a higher yield to maturity
than that available from higher-rated issues, as compensation for holding a
security that is subject to greater risk. Lower-rated securities involve higher
risks in that they are especially subject to (1) adverse changes in general
economic conditions and in the industries in which the issuers are engaged, (2)
adverse changes in the financial condition of the issuers, (3) price fluctuation
in response to changes in interest rates and (4) limited liquidity and secondary
market support. Accordingly, the yield on lower-rated debt securities will
fluctuate over time.

9
<PAGE>

increased incidence of default. Although the market for lower-rated debt
securities is not new, and the market has previously weathered economic
downturns, there has been in recent years a substantial increase in the use of
such securities to fund corporate acquisitions and restructurings. Accordingly,
the past performance of the market for such securities may not be an accurate
indication of its performance during future economic downturns or periods of
rising interest rates. This market may be thinner and less active than the
market for higher quality securities, which may limit the ability to sell such
securities at their fair value in response to changes in the economy or the
financial markets. Adverse publicity and investor perceptions, whether or not
based on fundamental analysis, may also decrease the values and liquidity of
lower-rated securities, especially in a thinly traded market.

CONVERTIBLE SECURITIES

ZERO COUPON BONDS

The Conseco 20 and High Yield Funds may invest in zero coupon
securities. Zero coupon bonds are debt obligations which make no fixed interest
payments but instead are issued at a significant discount from face value. Like
other debt securities, the market price can reflect a premium or discount, in
addition to the original issue discount, reflecting the market's judgment as to
the issuer's creditworthiness, the interest rate or other similar factors. The
original issue discount approximates the total amount of interest the bonds will
accrue and compound over the period until maturity (or the first interest
payment date) at a rate of interest reflecting the market rate at the time of
issuance. Because zero coupon bonds do not make periodic interest payments,
their prices can be very volatile when market interest rates change.

10
<PAGE>

be required to distribute as a dividend an amount that is greater than the total
amount of cash it actually receives. These distributions must be made from the
Fund's cash assets or, if necessary, from the proceeds of sales of portfolio
securities. Such sales could occur at a time which would be disadvantageous to a
Fund and when the Fund would not otherwise choose to dispose of the assets.

PAY-IN-KIND BONDS

MORTGAGE-BACKED SECURITIES

11
<PAGE>

default, although they are subject to the same market risk as comparable debt
securities. GNMA certificates differ from typical bonds because principal is
repaid monthly over the term of the loan rather than returned in a lump sum at
maturity. Although the mortgage loans in the pool will have maturities of up to
30 years, the actual average life of the GNMA certificates typically will be
substantially less because the mortgages may be purchased at any time prior to
maturity, will be subject to normal principal amortization, and may be prepaid
prior to maturity. Reinvestment of prepayments may occur at higher or lower
rates than the original yield on the certificates.

STRIPPED MORTGAGE-BACKED SECURITIES. The High Yield Fund may invest in
stripped mortgage-backed securities, which are derivative securities usually
structured with two classes that receive different proportions of the interest
and principal distributions from an underlying pool of mortgage assets. The Fund
may purchase securities representing only the interest payment portion of the
underlying mortgage pools (commonly referred to as "IOs") or only the principal
portion of the underlying mortgage pools (commonly referred to as "POs").
Stripped mortgage-backed securities are more sensitive to changes in prepayment
and interest rates and the market for such securities is less liquid than is the
case for traditional debt securities and mortgage-backed securities. The yield
on IOs is extremely sensitive to the rate of principal payments (including
prepayments) on the underlying mortgage assets, and a rapid rate of repayment
may have a material adverse effect on such securities' yield to maturity. If the

12
<PAGE>

underlying mortgage assets experience greater than anticipated prepayments of
principal, the Fund will fail to recoup fully its initial investment in these
securities, even if they are rated high quality. Most IOs and POs are regarded
as illiquid and will be included in the Fund's limit on illiquid securities.

TRUST ORIGINATED PREFERRED SECURITIES

LOAN PARTICIPATIONS AND ASSIGNMENTS

In purchasing a loan participation, the Fund may have less protection
under the federal securities laws than it has in purchasing traditional types of
securities. The Fund's ability to assert its rights against the borrower will
also depend on the particular terms of the loan agreement among the parties.
Many of the interests in loans purchased by the Fund will be illiquid and
therefore subject to the Fund's limit on illiquid investments.

13
<PAGE>

COLLATERALIZED BOND OBLIGATIONS

FOREIGN SECURITIES

All of the foregoing risks may be intensified in emerging markets.

14
<PAGE>

RESTRICTED SECURITIES, RULE 144A SECURITIES, AND ILLIQUID SECURITIES (CONSECO 20
AND HIGH YIELD FUNDS)

PRIVATE PLACEMENT OFFERINGS (INTERNATIONAL FUND AND PORTFOLIO)

15
<PAGE>

REPURCHASE AGREEMENTS

SECURITIES LENDING

AMR will receive compensation for administrative and oversight
functions with respect to securities lending by the International Portfolio. The
amount of such compensation will depend on the income generated by the loan of
the Portfolio's securities. The SEC has granted exemptive relief that permits
the Portfolio to invest cash collateral received from securities lending
transactions in shares of one or more private investment companies managed by
AMR.

BORROWING

ADDITIONAL INFORMATION ABOUT THE MASTER-FEEDER STRUCTURE

16
<PAGE>

The International Fund's investment in the Portfolio may be materially
affected by the actions of other large investors in the Portfolio. For example,
as with all open-end investment companies, if a large investor were to redeem
its interest in the Portfolio, the Portfolio's remaining investors could
experience higher pro rata operating expenses, thereby producing lower returns.
As a result, the Portfolio's security holdings also could become less diverse,
resulting in increased risk. Investors in the Portfolio that have a greater pro
rata ownership interest in the Portfolio could have effective voting control
over its operation.

Each investor in the Portfolio, including the International Fund, will
be liable for all obligations of the Portfolio, but not any other series of the
AMR Trust. The risk to an investor in the Portfolio of incurring financial loss
beyond the amount of its investment on account of such liability, however, would
be limited to circumstances in which the Portfolio was unable to meet its
obligations. Upon liquidation of the Portfolio, investors would be entitled to
share pro rata in the net assets of the Portfolio available for distribution to
investors.

MANAGEMENT

THE ADVISER

17
<PAGE>

subsidiaries, and provides investment and servicing functions to the Conseco
companies and affiliates.

Under the Investment Advisory Agreements, the Adviser has contracted to
receive an investment advisory fee equal to an annual rate of .70% of the
average daily net asset value of the High Yield Fund, .70% of the average daily
net asset value of the Conseco 20 Fund and 1.00% of the average daily net asset
value of the International Fund. The Adviser has voluntarily agreed to waive all
of its fees under the International Fund's Investment Advisory Agreement so long
as that Fund invests all of its investable assets in the International Portfolio
or another investment company with substantially the same investment objective
and policies as the Fund. For more information about the Portfolio's management,
see "AMR and the Investment Advisers to the International Equity Portfolio"
below. The Adviser, together with the Administrator and Conseco Equity Sales,
Inc. (the "Distributor"), have voluntarily agreed to waive their fees and/or
reimburse expenses to the extent that the ratio of expenses to net assets on an
annual basis for Class Y shares of the High Yield Fund exceeds 0.90%, the
Conseco 20 Fund exceeds 1.25%, and the International Fund exceeds 1.75%. These
voluntary limits may be discontinued at any time after April 30, 1999.

AMR AND THE INVESTMENT ADVISERS TO THE INTERNATIONAL EQUITY PORTFOLIO

AMR has entered into a Management Agreement with the AMR Trust that
obligates AMR to provide or oversee all administrative, investment advisory and
portfolio management services for the AMR Trust. AMR, located at 4333 Amon
Carter Boulevard, MD 5645, Fort Worth, Texas 76155, is a wholly owned subsidiary
of AMR Corporation, the parent company of American Airlines, Inc., and was
organized in 1986 to provide investment management, advisory, administrative and
asset management consulting services. As of ________________, AMR had assets
under management totaling approximately $____ billion including approximately
$___ billion under active management and $___ billion as named fiduciary or

18
<PAGE>

fiduciary adviser. Of the total, approximately $____ billion of assets are
related to AMR Corporation.

19
<PAGE>

Rowe Price-Fleming International, Inc. ("Fleming"), 100 East Pratt
Street, Baltimore, Maryland 21202, is a professional investment counseling firm
founded in 1979. Fleming is a joint venture owned entirely by its three parent
companies, T. Rowe Price, Robert Fleming and Jardine Fleming. As of December 31,
1996, Fleming had assets under management totaling approximately $29.0 billion,
including approximately $265 million of assets of AMR Corporation and its
subsidiaries and affiliated entities. AMR does not presently intend to allocate
assets from the International Equity Portfolio to Fleming. For its services to
the International Equity Portfolio when total assets under Fleming's management
are less than $200 million, AMR will pay Fleming an annualized fee equal to
0.75% of the first $20 million, 0.60% of the next $30 million and 0.50% on
amounts over $50 million. When assets under Fleming's management exceed $200
million but are less than $500 million, AMR will pay Fleming an annualized fee
equal to 0.50% on all assets. When assets under Fleming's management exceed $500
million but are less than $750 million, AMR will pay an annualized fee equal to
0.45% on all assets, and when assets exceed $750 million, AMR will pay Fleming a
flat fee of 0.40% on all assets. When asset levels are between $184 million and
$200 million, Fleming will credit AMR with an adjustment for the difference
between the two fee schedules. The credit is determined by prorating the
difference between the original tiered fee and the flat fee ($80,000 per annum
at all asset levels) over the difference between $200 million and the current
asset size for billing purposes.

20
<PAGE>

million in assets under its discretionary management, .35% of the next $50
million in assets, .30% of the next $250 million in assets and .25% on assets
over $400 million.

ADMINISTRATIVE FEES

PURCHASE AND REDEMPTION OF SHARES

HOW TO BUY SHARES

You may purchase shares from any broker, dealer, or other financial
intermediary that has a selling agreement with the Distributor. These firms may
charge for their services in connection with your purchase order. In addition,
as discussed below, an account may be opened for the purchase of shares of a
Fund by mailing to the Conseco Fund Group, P.O. Box 8017, Boston, Massachusetts
02266-8017, a completed account application and a check payable to the
appropriate Fund. Or you may telephone (800) 986-3384 to obtain the number of an
account to which you can wire or electronically transfer funds and then send in
a completed application.

21
<PAGE>

together with his current holdings of Class Y shares exceeds $500,000 or any
other individual who meets the minimum investment requirement.

Purchase orders for all Funds are accepted only on a business day as
defined below. Orders for shares received by the Funds' Transfer Agent on any
business day prior to the close of regular trading on the New York Stock
Exchange (the "NYSE") (normally 4:00 p.m. Eastern Time) will receive that day's
offering price, which is net asset value. Orders received by the Transfer Agent
after such time but prior to the close of business on the next business day will
receive the next business day's offering price. If you purchase shares through a
broker, dealer, or other financial intermediary, that firm is responsible for
forwarding payment promptly to the Transfer Agent. A "business day" is any day
on which the NYSE is open for business. It is anticipated that the NYSE will be
closed Saturdays and Sundays and on days on which the NYSE observes New Year's
Day, Martin Luther King Jr. Day, President's Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

Your initial purchase amount must be at least $500,000. However, the
minimum may be waived at the discretion of a Fund's officers. Each Fund and the
Distributor or Transfer Agent reserves the right to reject any order for the
purchase of shares in whole or in part. The Trust reserves the right to cancel
any purchase order for which payment has not been received by the third business
day following placement of the order.

The Distributor may provide promotional incentives including cash
compensation to certain brokers, dealers, or financial intermediaries whose
representatives have sold or are expected to sell significant amounts of shares
of one or more of the Funds. Other programs may provide, subject to certain
conditions, additional compensation to brokers, dealers, or financial
intermediaries based on a combination of aggregate shares sold and increases of
assets under management. All of the above payments will be made by the
Distributor or its affiliates out of their own assets. These programs will not
change the price an investor will pay for shares or the amount that a Fund will
receive from such sale.

PURCHASES BY WIRE

PURCHASES THROUGH BROKERS, DEALERS AND OTHER FINANCIAL INTERMEDIARIES

22
<PAGE>

prior to the close of the NYSE to the Transfer Agent prior to its close of
business that same day (normally 4:00 p.m. Eastern Time).

PURCHASES BY CHECK

HOW TO REDEEM SHARES OF THE FUNDS

Shares of Class Y are redeemed at net asset value next determined after
receipt of a redemption request in good form on any business day.

REDEMPTIONS BY MAIL

23
<PAGE>

REDEMPTIONS BY WIRE OR TELEPHONE

REDEMPTIONS THROUGH BROKERS, DEALERS AND OTHER FINANCIAL INTERMEDIARIES

Certain brokers, dealers, and other financial intermediaries may be
authorized to accept redemption orders on behalf of the Funds. A Fund will be
deemed to have received a redemption order when an authorized broker, dealer, or
other financial intermediary accepts the order. Orders placed through an
authorized broker, dealer, or other financial intermediary will receive the net
asset value next calculated after the order has been accepted by such an
authorized firm. In all other cases, it is the responsibility of the broker,
dealer, or other financial intermediary to forward customer orders received
prior to the close of the NYSE to the Transfer Agent prior to its close of
business that same day (normally 4:00 p.m. Eastern Time).

EXPEDITED REDEMPTIONS

GENERAL

EXCHANGE PRIVILEGE

Class Y shares of a Fund may be exchanged for Class Y shares of another
Fund, for Class Y shares of another series of the Trust, or for shares of the
money market fund currently managed by Federated Investors at the relative net
asset values per share at the time of the exchange. Shares of the money market
fund currently managed by Federated Investors may be exchanged for Class Y
shares at relative net asset values per share at the time of the exchange. The
total value of shares of a fund purchased by exchange must at least equal the
fund's minimum investment requirement. Before exchanging shares, you should
consider the differences in investment objectives and expenses of the fund into
which the exchange would be made. Shares are normally redeemed from one fund and
purchased from the other fund in the exchange transaction on the same business
day on which the Transfer Agent receives an exchange request that is in proper
form by the close of the NYSE that day.

ELECTRONIC TRANSFERS THROUGH AUTOMATED CLEARING HOUSE

24
<PAGE>

DETERMINATION OF NET ASSET VALUE

For the International Fund and Portfolio, equity securities listed on
securities exchanges, including all but United Kingdom securities, are valued at
the last quoted sales price on a designated exchange prior to the close of
trading on the NYSE or, lacking any sales, on the basis of the last current bid
price prior to the close of trading on the NYSE. Securities of the United
Kingdom held in the Portfolio are priced at the last jobber price (mid of the
bid and offer prices quoted by the leading stock jobber in the security) prior
to close of trading on the NYSE. Trading in foreign markets is usually completed
each day prior to the close of the NYSE. However, events may occur which affect
the values of such securities and the exchange rates between the time of
valuation and the close of the NYSE. Should events materially affect the value
of such securities during this period, the securities are priced at fair value,
as determined in good faith and pursuant to procedures approved by the AMR Trust
Board. Over-the-counter equity securities are valued on the basis of the last
bid price on that date prior to the close of trading. Debt securities (other
than short-term securities) will normally be valued on the basis of prices
provided by a pricing service and may take into account appropriate factors such
as institution-size trading in similar groups of securities, yield, quality,
coupon rate, maturity, type of issue, trading characteristics and other market
data. In some cases, the prices of debt securities may be determined using
quotes obtained from brokers. Securities for which market quotations are not
readily available are valued at fair value, as determined in good faith and
pursuant to procedures approved by the AMR Trust Board. Assets and liabilities
denominated in foreign currencies and forward contracts are translated into U.S.
dollar equivalents based on prevailing market rates. Investment grade short-term
obligations with 60 days or less to maturity are valued using the amortized cost
method.

DIVIDENDS, OTHER DISTRIBUTIONS AND TAXES

DIVIDENDS AND OTHER DISTRIBUTIONS

25
<PAGE>

distributed to its shareholders annually after the close of the Fund's fiscal
year.

Reinvest all Distributions. You can elect to reinvest all dividends and
capital gain distributions from a Fund in additional Class Y shares of the Fund.

Reinvest Income Dividends Only. You can elect to reinvest dividends
from a Fund in Class Y shares of the Fund while receiving capital gain
distributions by check or sent to your bank account.

Reinvest Capital Gain Distributions Only. You can elect to reinvest
capital gain distributions from a Fund in Class Y shares of the Fund while
receiving dividends by check or sent to your bank account.

Receive All Distributions in Cash. You can elect to receive a check for
all dividends and capital gain distributions from a Fund or have them sent to
your bank account.

TAXES

Distributions of each Fund's net capital gain (whether paid in cash or
reinvested additional shares), when designated as such, will be taxable to you
as long-term capital gain, regardless of how long you have held your Fund
shares. Under the Taxpayer Relief Act of 1997 ("Relief Act"), different maximum
tax rates apply to net capital gain depending on your holding period and
marginal rate of federal income tax -- generally, 28% for gain on capital assets
held for more than one year but not more than 18 months and 20% (10% for
taxpayers in the 15% marginal tax bracket) on capital assets held for more than
18 months. However, the application of these rules to distributions by RICs,
including whether a RIC's holding period can be "passed through" to its
shareholders, will be determined by future legislation, regulations, or other

26
<PAGE>

rules that are not available as this Prospectus is being prepared. Accordingly,
you should consult your tax adviser as to the effect of the Relief Act on those
distributions by a Fund to you.

Shareholders who are not subject to tax on their income generally will
not be required to pay tax on distributions.

PERFORMANCE INFORMATION

27
<PAGE>

HIGH YIELD FUND

The High Yield Fund has investment objectives, policies and strategies
that are substantially similar to those of two other accounts managed by the
Adviser, specifically (1) a mutual fund used from January, 1988 to March, 1992
as an investment vehicle for the assets of variable contracts issued by Bankers
National Life ("BNL"), a Conseco affiliate, and (2) a privately managed account
created in _________, 1992 for investment of assets for the general account of
Beneficial Standard Life ("BSL"), another Conseco affiliate (collectively, the
"Adviser's similarly managed accounts"). The BNL mutual fund was merged into
another investment company with a different investment objective on March 11,
1992; it had $___ in net assets on the date of the merger. On _____________, the
BSL private account commenced operations and purchased a comparable portfolio of
securities. The BSL private account had $___ in net assets as of September 30,
1997. The Adviser has not, and currently does not, manage any other similar
mutual funds or private accounts.

The following table shows the average annual total returns for the
Adviser's similarly managed accounts for the one- and five-year periods ended
September 30, 1997 and for the period from the inception of the BNL mutual fund
(January 1, 1988) until September 30, 1997. The figures are a composite of (1)
the actual investment performance of the BNL mutual fund and (2) the gross
investment performance of the BSL private account adjusted to reflect the
deduction of the Total Operating Expenses of the High Yield Fund's Class Y
Shares as shown in the fee table (including any fee waivers and/or expense
reimbursements). The total returns of the BNL mutual fund would have been lower
without reimbursement of certain expenses and/or waiver of certain fees. The BSL
private account currently is not subject to any fees at the account level.

Average Annual Total Returns of the Adviser's Similarly Managed Accounts*
for Periods Ended September 30, 1997

Since Inception
1 Year 5 Years (January 1,1988)
------ ------- ----------------

Class Y Shares [21.00]% [12.70]% __.__%

INTERNATIONAL FUND

28
<PAGE>

shown below would have been lower if the Fund's higher fees and expenses had
been reflected. Past results do not guarantee future performance.

Average Annual Total Returns for Periods Ended October 31, 1997

Since Inception
1 Year 5 Years (August 7, 1991)
------ ------- ----------------

--.--% --.--% --.--%

GENERAL

OTHER INFORMATION

BROKERAGE COMMISSIONS

Subject to the Conduct Rules of the National Association of Securities
Dealers, Inc. and to obtaining best prices and executions, the Adviser may
select brokers who sell shares of the Funds to effect portfolio transactions.
The Adviser may also select an affiliated broker to execute transactions for the
Funds, provided that the commissions, fees or other remuneration paid to such
affiliated broker are reasonable and fair as compared to that paid to
non-affiliated brokers for comparable transactions.

29
<PAGE>

broker or dealer is considered when making these determinations. Pursuant to
written guidelines approved by the AMR Trust Board, an investment adviser of the
Portfolio, or its affiliated broker-dealer, may execute portfolio transactions
and receive usual and customary brokerage commissions (within the meaning of
Rule 17e-1 under the 1940 Act) for doing so.

SHARES OF BENEFICIAL INTEREST

All shares of beneficial interest of the Trust are entitled to one
vote, and votes are generally on an aggregate basis. However, on matters where
the interests of the Funds (or classes of a Fund) differ (such as approval of an
investment advisory agreement or a change in fundamental investment policies),
the voting is on a Fund-by-Fund (or class-by-class) basis. The Trust does not
hold routine annual shareholders' meetings. The shares of each Fund issued are
fully paid and non-assessable, have no preference, conversion or similar rights,
and are freely transferable. In addition, each issued and outstanding share in a
Fund is entitled to participate equally in dividends and distributions declared
by that class.

REPORTS TO SHAREHOLDERS

RETIREMENT PLANS AND MEDICAL SAVINGS ACCOUNTS

Class Y shares are available for purchase by qualified retirement plans
of both corporations and self-employed individuals. The Trust has available
prototype Individual Retirement Account ("IRA") plans (for both individuals and
employers), Simplified Employee Pension ("SEP") plans, and savings incentive
match plans for employees ("SIMPLE" plans) as well as Section 403(b)(7)
Tax-Sheltered Retirement Plans which are designed for employees of public
educational institutions and certain non-profit, tax-exempt organizations. The
Trust also has information concerning prototype Medical Savings Accounts. For
information, call or write the Distributor.

CLASS A, CLASS B AND CLASS C SHARES

In addition to Class Y Shares, the Trust also offers Class A, Class B
and Class C shares. These shares are available to individual investors. Class A,
Class B and Class C shares generally have higher operating expenses resulting
from their distribution and service fees and are subject to certain sales
charges. Please call the Transfer Agent at (800) 986-3384 for additional
information on the purchase of Class A, Class B and Class C shares.

30
<PAGE>

DISTRIBUTOR

Conseco Equity Sales, Inc., 11815 N. Pennsylvania Street, Carmel,
Indiana 46032, serves as distributor of shares of the Trust.

TRANSFER AGENT

State Street Bank and Trust Company ("State Street"), 225 Franklin
Street, Boston, Massachusetts 02110, serves as the Trust's transfer agent.

CUSTODIAN

The Bank of New York, 90 Washington Street, 22nd Floor, New York, New
York 10826, serves as custodian of each Fund's assets. The Bank of New York also
performs certain administrative services for the Funds pursuant to agreements
with the Administrator. State Street serves as custodian of the International
Portfolio's assets.

INDEPENDENT PUBLIC ACCOUNTANTS/AUDITOR

LEGAL COUNSEL

Certain legal matters for the Funds are passed upon by Kirkpatrick &
Lockhart LLP, 1800 Massachusetts Avenue, N.W., Washington, D.C. 20036.

31
<PAGE>

TABLE OF CONTENTS OF THE
STATEMENT OF ADDITIONAL INFORMATION

Page

General Information................................................... 2
Investment Restrictions............................................... 2
Description of Securities and Investment Techniques....................6
Investment Performance ...............................................21
Portfolio Turnover and Securities Transactions........................23
Management............................................................26
Fund Expenses ........................................................36
Distribution Arrangements ............................................36
Purchase and Redemption of Shares.....................................38
General ..............................................................40
Taxes.................................................................41
Other Information.....................................................47
Financial Statements..................................................48

Gentlemen:
Please send me a free copy of the Statement of Additional Information
for the Conseco Fund Group at the following address:

Name:....
Mailing Address:..

Sincerely,

(Signature)

32
<PAGE>

APPENDIX A SECURITIES RATINGS

DESCRIPTION OF CORPORATE BOND RATINGS

MOODY'S INVESTORS SERVICE, INC.'S CORPORATE BOND RATINGS:

Caa - Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

Ca - Bonds which are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked shortcomings.

C - Bonds which are rated C are the lowest rated class of bonds. Such issues can
be regarded as having extremely poor prospects of ever attaining any real
investment standing.

STANDARD & POOR'S CORPORATE BOND RATINGS:

AAA - This is the highest rating assigned by Standard & Poor's ("S&P") to a debt
obligation and indicates an extremely strong capacity to pay principal and
interest.

A-1
<PAGE>

A - Bonds rated A have a strong capacity to pay principal and interest, although
they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions.

CI - The rating CI is reserved for income bonds on which no interest is being
paid.

D - Debt rated D is in default, and payment of interest and/or repayment of
principal is in arrears.

Plus (+) or Minus (-): The ratings from AA to B may be modified by the addition
of a plus or minus sign to show relative standing within the major rating
categories.

PREFERRED STOCK RATINGS:

A-2

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

CONSECO FUND GROUP

CONSECO 20 FUND
HIGH YIELD FUND
INTERNATIONAL FUND

CLASS A, B, C AND Y SHARES

JANUARY 2, 1998

This Statement of Additional Information ("SAI") is not a prospectus. It
contains additional information about the Conseco Fund Group (the "Trust") and
three series of the Trust: Conseco 20 Fund, High Yield Fund, and International
Fund (collectively, the "Funds"). It should be read in conjunction with the
Funds' Class A, B, and C prospectus or Class Y prospectus, as appropriate (the
"Prospectus"), dated January 2, 1998. You may obtain a copy by contacting the
Trust's Administrative Office, 11815 N. Pennsylvania Street, Carmel, Indiana
46032.

TABLE OF CONTENTS

Page

General Information..........................................................2
Investment Restrictions......................................................2
Description of Securities and Investment Techniques..........................6
Investment Performance......................................................21
Portfolio Turnover and Securities Transactions..............................23
Management..................................................................26
Fund Expenses ..............................................................36
Distribution Arrangements...................................................36
Purchase and Redemption of Shares...........................................38
General.....................................................................40
Taxes.......................................................................41
Other Information...........................................................47
Financial Statements........................................................48

<PAGE>

GENERAL INFORMATION

The Trust was organized as a Massachusetts business trust on September 24, 1996.
The Trust is an open-end management investment company registered with the
Securities and Exchange Commission ("SEC") under the Investment Company Act of
1940 (the "1940 Act"). The Trust is a "series" type of mutual fund which issues
separate series of shares, each of which represents a separate portfolio of
investments. The Funds are divided into Class A, B, C and Y shares. Each class
may have different expenses, which may affect performance. Conseco Capital
Management, Inc. (the "Adviser") serves as the Trust's investment adviser. The
International Fund invests all of its investable assets in the International
Equity Portfolio (the "Portfolio" or the "International Portfolio") of the AMR
Investment Services Trust ("AMR Trust"). The Portfolio is a separate investment
company managed by AMR Investment Services, Inc. ("AMR").

INVESTMENT RESTRICTIONS

The Trust and the AMR Trust have adopted the following policies relating to the
investment of assets of the Funds and the Portfolio, respectively, and their
activities. These are fundamental policies and may not be changed without the
approval of the holders of a "majority" of the outstanding shares of the
affected Fund or the outstanding interest holders of the Portfolio. Under the
1940 Act, the vote of such a "majority" means the vote of the holders of the
lesser of (i) 67 percent of the shares or interests represented at a meeting at
which more than 50 percent of the outstanding shares or interests are
represented or (ii) more than 50 percent of the outstanding shares or interests.
A change in policy affecting only one Fund or the Portfolio may be effected with
the approval of the holders of a majority of the outstanding shares of the Fund
or the Portfolio. Except for the limitation on borrowing, any investment policy
or limitation that involves a maximum percentage of securities or assets will
not be considered to be violated unless the percentage limitation is exceeded
immediately after, and because of, a transaction by a Fund or the Portfolio.

CONSECO 20 AND HIGH YIELD FUNDS

The Conseco 20 and High Yield Funds may not (except as noted):

1. Purchase or sell commodities or commodity contracts except that a Fund
may purchase or sell options, futures contracts, and options on futures
contracts and may engage in interest rate and foreign currency
transactions;

2. Borrow money, except that a Fund may: (a) borrow from banks, and (b)
enter into reverse repurchase agreements, provided that (a) and (b) in
combination do not exceed 33-1/3% of the value of its total assets
(including the amount borrowed) less liabilities (other than
borrowings); and except that a Fund may borrow up to 5% of its total
assets (not including the amount borrowed) for temporary purposes (but
not for leverage or the purchase of investments);

<PAGE>

3. Underwrite securities of other issuers except to the extent that a Fund
may be deemed an underwriter under the Securities Act of 1933 (the
"1933 Act") in connection with the purchase or sale of portfolio
securities;

4. With respect to 75% of the High Yield Fund's total assets, purchase the
securities of any issuer if (a) more than 5% of Fund's total assets
would be invested in the securities of that issuer or (b) the High
Yield Fund would own more than 10% of the outstanding voting securities
of that issuer; this restriction does not apply to U.S. Government
securities (as defined in the Prospectus);

5. Purchase any security if thereafter 25% or more of the total assets of
the Fund would be invested in securities of issuers having their
principal business activities in the same industry; this restriction
does not apply to U.S. Government securities (as defined in the
Prospectus);

6. Purchase or sell real estate, except that a Fund may purchase
securities which are issued by companies which invest in real estate or
which are secured by real estate or interests therein;

7. Make loans of its assets if, as a result, more than 33-1/3% of the
Fund's total assets would be lent to other parties except through (a)
entering into repurchase agreements and (b) purchasing debt
instruments; or

8. Issue any senior security, except as permitted under the 1940 Act.

INTERNATIONAL FUND

The International Fund has the following fundamental investment policy that
enables it to invest in the Portfolio:

Notwithstanding any other limitation, the Fund may invest all of its
investable assets in an open-end management investment company with
substantially the same investment objectives, policies and limitations
as the Fund. For this purpose, "all of the Fund's investable assets"
means that the only investment securities that will be held by the Fund
will be the Fund's interest in the investment company.

All other fundamental investment policies and the non-fundamental investment
policies of the International Fund and the Portfolio are identical (except, as
noted below, their policies on borrowing).

In addition to the investment limitations noted in the Prospectus, the following
seven restrictions have been adopted by the International Fund and the Portfolio
and may be changed only by the majority vote of the outstanding shares of the
Fund or the outstanding interests of the Portfolio. Whenever the International
Fund is requested to vote on a change in the investment restrictions of the

3
<PAGE>

Portfolio, the Fund will hold a meeting of its shareholders and will cast its
votes as instructed by its shareholders. The percentage of the Fund's votes
representing the Fund's shareholders not voting will be voted by the Fund in the
same proportion as those Fund shareholders who do, in fact, vote.

The International Fund may not: (although the following discusses the investment
policies of the Fund, except as noted, it applies equally to the Portfolio)

1. Purchase or sell real estate or real estate limited partnership
interests, provided, however, that the Fund may invest in securities
secured by real estate or interests therein or issued by companies
which invest in real estate or interests therein when consistent with
the other policies and limitations described in its Prospectus;

2. Purchase or sell commodities (including direct interests and/or leases
in oil, gas or minerals) or commodities contracts, except with respect
to forward foreign currency exchange contracts, foreign currency
futures contracts and "when-issued" securities when consistent with the
other policies and limitations described in its Prospectus;

3. Engage in the business of underwriting securities issued by others,
except to the extent that, in connection with the disposition of
securities, the Fund may be deemed an underwriter under federal
securities law;

4. Make loans to any person or firm, provided, however, that the making of
a loan shall not be construed to include (i) the acquisition for
investment of bonds, debentures, notes or other evidences of
indebtedness of any corporation or government which are publicly
distributed or (ii) the entry into repurchase agreements and further
provided, however, that the Fund may lend its securities to
broker-dealers or other institutional investors;

5. Purchase from or sell securities to its officers, Trustees or other
"interested persons" of the Trust, as defined in the 1940 Act,
including its investment adviser(s) and their affiliates, except as
permitted by the 1940 Act and exemptive rules or orders thereunder;

6. Issue senior securities except that the Fund may engage in when-issued
securities and forward commitment transactions and may engage in
currency futures and forward currency contracts; or

7. Borrow money, except that the Fund may: (a) borrow from banks, and (b)
enter into reverse repurchase agreements, provided that (a) and (b) in
combination do not exceed 33-1/3% of the value of its total assets
(including the amount borrowed) less liabilities (other than
borrowings); and except that the Fund may borrow up to 5% of its total
assets (not including the amount borrowed) for temporary purposes (but
not for leverage or the purchase of investments). (This policy does
not apply to the Portfolio.)

As a matter of fundamental policy, the International Portfolio may borrow from
banks or through reverse repurchase agreements for temporary purposes in an
aggregate amount not to exceed 10% of the value of its total assets at the time

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<PAGE>

of borrowing. Because this policy may only be changed by the majority vote of
the outstanding interests in the Portfolio, before any change could be adopted,
the Fund would seek voting instructions from its shareholders. So long as the
International Fund invests all of its investable assets in the Portfolio, the
Fund intends to follow the percentage limitation set forth in the Portfolio's
fundamental policy. In addition, although not a fundamental policy, the
Portfolio intends to repay any money borrowed before any additional portfolio
securities are purchased.

NONFUNDAMENTAL INVESTMENT RESTRICTIONS

The following restrictions are designated as nonfundamental with respect to the
Conseco 20 and High Yield Funds and may be changed by the Trust's Board of
Trustees ("Board") without shareholder approval.

The Conseco 20 and High Yield Funds may not (except as noted):

1. Sell securities short in an amount exceeding 15% of its assets, except
that a Fund may, without limit, make short sales against the box.
Transactions in options, futures, options on futures and other
derivative instruments shall not constitute selling securities short;

2. Purchase securities on margin, except that a Fund may obtain such
short-term credits as are necessary for the clearance of securities
transactions and except that margin deposits in connection with
transactions in options, futures, options on futures and other
derivative instruments shall not constitute a purchase of securities on
margin; or

3. Make loans of its assets, except that a Fund may enter into repurchase
agreements and purchase debt instruments as set forth in its
fundamental policy on lending and may lend portfolio securities in an
amount not to exceed 15% of the value of the Fund's total assets.

The following restrictions are designated as nonfundamental with respect to the
International Fund and the Portfolio and may be changed by the Board or the AMR
Trust's Board of Trustees ("AMR Trust Board") without shareholder approval. The
International Fund may not: (although the following discusses the investment
policies of the Fund, it applies equally to the Portfolio)

1. Purchase securities on margin;

2. Effect short sales (except that the Fund may obtain such short term
credits as necessary for the clearance of purchases or sales of
securities);

3. Purchase or sell call options or engage in the writing of such options;
or

4. Invest more than 10% of its total assets in the securities of other
investment companies.

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in warrants or more than 2% of its net assets in warrants which are not
listed on the New York Stock Exchange ("NYSE") or American Stock
Exchange.

In order to limit the risks associated with entry into repurchase agreements,
the Board has adopted certain criteria (which are not fundamental policies) to
be followed by the Funds. These criteria provide for entering into repurchase
agreement transactions (a) only with banks or broker-dealers meeting certain
guidelines for creditworthiness, (b) that are fully collateralized, (c) on an
approved standard form of agreement and (d) that meet limits on investments in
the repurchase agreements of any one bank, broker or dealer.

DESCRIPTION OF SECURITIES AND INVESTMENT TECHNIQUES

The following discussion describes in greater detail different types of
securities and investment techniques used by the Funds, as well as the risks
associated with such securities and techniques. References in this section to "a
Fund," "the Funds," or "the International Fund" include the International
Portfolio unless the context otherwise requires.

U.S. GOVERNMENT SECURITIES

U.S. Government securities are issued or guaranteed by the U.S. Government or
its agencies or instrumentalities.

The Inter-American Development Bank, the Asian-American Development Bank and the
International Bank for Reconstruction and Development (the "World Bank"), while
not U.S. Government agencies or instrumentalities, have the right to borrow from
the participating countries, including the United States.

ASSET-BACKED SECURITIES

Asset-backed securities represent fractional interests in pools of leases,
retail installment loans and revolving credit receivables, both secured and
unsecured. These assets are generally held by a trust. Payments of principal and
interest or interest only are passed through to certificate holders and may be
guaranteed up to certain amounts by letters of credit issued by a financial
institution affiliated or unaffiliated with the trustee or originator of the
trust.

Underlying automobile sales contracts or credit card receivables are subject to
prepayment, which may reduce the overall return to certificate holders.
Nevertheless, principal repayment rates tend not to vary much with interest
rates and the short-term nature of the underlying car loans or other receivables
tends to dampen the impact of any change in the prepayment level. Certificate
holders may experience delays in payment on the certificates if the full amounts
due on underlying sales contracts or receivables are not realized by the trust
because of unanticipated legal or administrative costs of enforcing the
contracts or because of depreciation or damage to the collateral (usually
automobiles) securing certain contracts, or other factors. Other asset-backed
securities may be developed in the future.

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HIGH-YIELD (HIGH-RISK) SECURITIES (CONSECO 20 FUND AND HIGH YIELD FUND ONLY)

IN GENERAL. Higher yields are generally available from securities rated
BB or lower by Standard & Poor's ("S&P") or Ba or lower by Moody's Investors
Service, Inc. ("Moody's"), securities comparably rated by another nationally
recognized statistical rating organization ("NRSRO"), or unrated securities of
equivalent quality. Debt securities rated below investment grade (i.e., below
BBB/Baa) are deemed by the rating agencies to be predominantly speculative with
respect to the issuer's capacity to pay interest and repay principal. High yield
securities, while generally offering higher yields than investment grade
securities with similar maturities, involve greater risks, including the
possibility of default or bankruptcy. The special risk considerations in
connection with investments in these securities are discussed below.

The Conseco 20 Fund's holdings of high yield securities may not exceed 5% of its
net assets. Subsequent to purchase by the Conseco 20 Fund, an issue of debt
securities may cease to be rated or its rating may be reduced, so that the
securities would no longer be eligible for purchase by that Fund. In such a
case, the Fund will engage in an orderly disposition of the downgraded
securities to the extent necessary to ensure that its holdings do not exceed the
permissible amount.

EFFECT OF INTEREST RATES AND ECONOMIC CHANGES. All interest-bearing
securities typically experience appreciation when interest rates decline and
depreciation when interest rates rise. The market values of high yield
securities tend to reflect individual corporate developments to a greater extent
than do higher rated securities, which react primarily to fluctuations in the
general level of interest rates. High yield securities also tend to be more
sensitive to economic conditions than are higher-rated securities. As a result,
they generally involve more credit risks than securities in the higher-rated
categories. During an economic downturn or a sustained period of rising interest
rates, highly leveraged issuers of high yield securities may experience
financial stress which may adversely affect their ability to service their debt
obligations, meet projected business goals, and obtain additional financing.
Periods of economic uncertainty and changes would also generally result in
increased volatility in the market prices of these securities and thus in a
Fund's net asset value.

PAYMENT EXPECTATIONS. High yield securities may contain redemption,
call or prepayment provisions which permit the issuer of such securities
containing such provisions to, at its discretion, redeem the securities. During
periods of falling interest rates, issuers of these securities are likely to
redeem or prepay the securities and refinance them with debt securities with a
lower interest rate. To the extent an issuer is able to refinance the
securities, or otherwise redeem them, a Fund may have to replace the securities
with a lower yielding security, which would result in a lower return.

CREDIT RATINGS. Credit ratings issued by credit-rating agencies are
designed to evaluate the safety of principal and interest payments of rated
securities. They do not, however, evaluate the market value risk of
lower-quality securities and, therefore, may not fully reflect the risks of an

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<PAGE>

investment. In addition, credit rating agencies may or may not make timely
changes in a rating to reflect changes in the economy or in the condition of the
issuer that affect the market value of the security. With regard to its
investment in high yield securities, the achievement of a Fund's investment
objective may be more dependent on its own credit analysis than is the case for
higher rated securities. Although the Adviser considers security ratings when
making investment decisions, it does not rely solely on the ratings assigned by
the rating services. Rather, the Adviser performs research and independently
assesses the value of particular securities relative to the market. The
Adviser's analysis may include consideration of the issuer's experience and
managerial strength, changing financial condition, borrowing requirements or
debt maturity schedules, and the issuer's responsiveness to changes in business
conditions and interest rates. It also considers relative values based on
anticipated cash flow, interest or dividend coverage, asset coverage and
earnings prospects.

The Adviser buys and sells debt securities principally in response to its
evaluation of an issuer's continuing ability to meet its obligations, the
availability of better investment opportunities, and its assessment of changes
in business conditions and interest rates.

LIQUIDITY AND VALUATION. High yield securities may lack an established
retail secondary market, and to the extent a secondary trading market does
exist, it may be less liquid than the secondary market for higher rated
securities. The lack of a liquid secondary market may negatively impact a Fund's
ability to dispose of particular securities. The lack of a liquid secondary
market for certain securities may also make it more difficult for a Fund to
obtain accurate market quotations for purposes of valuing the Fund's portfolio.
In addition, adverse publicity and investor perceptions, whether or not based on
fundamental analysis, may decrease the values and liquidity of high yield
securities, especially in a thinly traded market.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES

New issues of certain debt securities are often offered on a when-issued or
delayed delivery basis; that is, the payment obligation and the interest rate
are fixed at the time the buyer enters into the commitment, but delivery and
payment for the securities normally take place after the customary settlement
time. The settlement dates of these transactions may be a month or more after
entering into the transaction. A Fund bears the risk that, on the settlement
date, the market value of the securities may be lower than the purchase price.
At the time a Fund makes a commitment to purchase securities on a when-issued or
delayed delivery basis, it will record the transaction and reflect the value of
such securities each day in determining the Fund's net asset value. However, a
Fund will not accrue any income on these securities prior to delivery. There are
no fees or other expenses associated with these types of transactions other than
normal transaction costs. To the extent a Fund engages in when-issued and
delayed delivery transactions, it will do so for the purpose of acquiring
instruments consistent with its investment objective and policies and not for
the purpose of investment leverage or to speculate on interest rate changes.
When effecting when-issued and delayed delivery transactions, cash or liquid
securities in an amount sufficient to make payment for the obligations to be
purchased will be segregated at the trade date and maintained until the
transaction has been settled. A Fund may dispose of these securities before the
issuance thereof. However, absent extraordinary circumstances not presently

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<PAGE>

foreseen, it is each Fund's policy not to divest itself of its right to acquire
these securities prior to the settlement date thereof.

VARIABLE AND FLOATING RATE SECURITIES

Variable rate securities provide for automatic establishment of a new interest
rate at fixed intervals (i.e., daily, monthly, semi-annually, etc.). Floating
rate securities provide for automatic adjustment of the interest rate whenever
some specified interest rate index changes. The interest rate on variable or
floating rate securities is ordinarily determined by reference to, or is a
percentage of, a bank's prime rate, the 90-day U.S. Treasury bill rate, the rate
of return on commercial paper or bank certificates of deposit, an index of
short-term interest rates, or some other objective measure.

Variable or floating rate securities frequently include a demand feature
entitling the holder to sell the securities to the issuer at par value. In many
cases, the demand feature can be exercised at any time on seven days' notice; in
other cases, the demand feature is exercisable at any time on 30 days' notice or
on similar notice at intervals of not more than one year.

BANKING AND SAVINGS INDUSTRY OBLIGATIONS

Such obligations include certificates of deposit, time deposits, bankers'
acceptances, and other short-term debt obligations issued by commercial banks
and savings and loan associations ("S&Ls"). Certificates of deposit are receipts
from a bank or an S&L for funds deposited for a specified period of time at a
specified rate of return. Time deposits in banks or S&Ls are generally similar
to certificates of deposit, but are uncertificated. Bankers' acceptances are
time drafts drawn on commercial banks by borrowers, usually in connection with
international commercial transactions. The Funds may each invest in obligations
of foreign branches of domestic commercial banks and foreign banks. See "Foreign
Securities" in the Prospectus for information regarding risks associated with
investments in foreign securities.

The Conseco 20 and High Yield Funds will not invest in obligations issued by a
commercial bank or S&L unless:

1. The bank or S&L has total assets of at least $1 billion, or the equivalent
in other currencies, and the institution has outstanding securities rated A
or better by Moody's or S&P, or, if the institution has no outstanding
securities rated by Moody's or S&P, it has, in the determination of the
Adviser, similar creditworthiness to institutions having outstanding
securities so rated;

2. In the case of a U.S. bank or S&L, its deposits are federally insured; and

3. In the case of a foreign bank, the security is, in the determination of the
Adviser, of an investment quality comparable with other debt securities
which may be purchased by the Fund. These limitations do not prohibit
investments in securities issued by foreign branches of U.S. banks,
provided such U.S. banks meet the foregoing requirements.

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<PAGE>

REPURCHASE AGREEMENTS

Repurchase agreements permit a Fund to maintain liquidity and earn income over
periods of time as short as overnight. In these transactions, a Fund purchases
securities (the "underlying securities") from a broker or bank, which agrees to
repurchase the underlying securities on a certain date or on demand and at a
fixed price calculated to produce a previously agreed upon return. If the broker
or bank were to default on its repurchase obligation and the underlying
securities were sold for a lesser amount, the Fund would realize a loss. A
repurchase transaction will be subject to guidelines approved by the Board or
the AMR Trust Board, as appropriate. These guidelines require monitoring the
creditworthiness of counterparties to repurchase transactions, obtaining
collateral at least equal in value to the repurchase obligation, and marking the
collateral to market on a daily basis. Repurchase agreements maturing in more
than seven days may be considered illiquid.

REVERSE REPURCHASE AGREEMENTS AND MORTGAGE DOLLAR ROLLS

A reverse repurchase agreement involves the temporary sale of a security by a
Fund and its agreement to repurchase the instrument at a specified time at a
higher price. Such agreements are short-term in nature. During the period before
repurchase, the Fund continues to receive principal and interest payments on the
securities.

In a mortgage dollar roll, a Fund sells a fixed income security for delivery in
the current month and simultaneously contracts to repurchase a substantially
similar security (same type, coupon and maturity) on a specified future date.
During the roll period, the Fund would forego principal and interest paid on
such securities. The Fund would be compensated by the difference between the
current sales price and the forward price for the future purchase, as well as by
any interest earned on the proceeds of the initial sale.

In accordance with regulatory requirements, a Fund will segregate cash or liquid
securities whenever it enters into reverse repurchase agreements or mortgage
dollar rolls. Such transactions may be considered to be borrowings for purposes
of the Funds' fundamental policies concerning borrowings.

WARRANTS

The holder of a warrant has the right to purchase a given number of shares of a
security of a particular issuer at a specified price until expiration of the
warrant. Such investments provide greater potential for profit than a direct
purchase of the same amount of the securities. Prices of warrants do not
necessarily move in tandem with the prices of the underlying securities, and
warrants are considered speculative investments. They pay no dividends and
confer no rights other than a purchase option. If a warrant is not exercised by
the date of its expiration, a Fund would lose its entire investment in such
warrant.

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<PAGE>

INTEREST RATE TRANSACTIONS (CONSECO 20 AND HIGH YIELD FUNDS ONLY)

Each Fund may seek to protect the value of its investments from interest rate
fluctuations by entering into various hedging transactions, such as interest
rate swaps and the purchase or sale of interest rate caps, floors and collars. A
Fund expects to enter into these transactions primarily to preserve a return or
spread on a particular investment or portion of its portfolio. A Fund may also
enter into these transactions to protect against an increase in the price of
securities a Fund anticipates purchasing at a later date. Each Fund intends to
use these transactions as a hedge and not as speculative investments.

Interest rate swaps involve the exchange by a Fund with another party of their
respective commitments to pay or receive interest, e.g., an exchange of floating
rate payments for fixed rate payments. The purchase of an interest cap entitles
the purchaser, to the extent that a specified index exceeds a predetermined
interest rate, to receive payments on a notional principal amount from the party
selling such interest rate cap. The purchase of an interest rate floor entitles
the purchaser, to the extent that a specified index falls below a predetermined
interest rate, to receive payments of interest on a notional principal amount
from the party selling such interest rate floor. An interest rate collar
combines elements of buying a cap and selling a floor.

A Fund may enter into interest rate swaps, caps, floors, and collars on either
an asset-based or liability-based basis depending on whether it is hedging its
assets or its liabilities, and will only enter into such transactions on a net
basis, i.e., the two payment streams are netted out, with a Fund receiving or
paying, as the case may be, only the net amount of the two payments. The amount
of the excess, if any, of a Fund's obligations over its entitlements with
respect to each interest rate swap, cap, floor, or collar will be accrued on a
daily basis and an amount of cash or liquid securities having an aggregate value
at least equal to the accrued excess will be maintained in a segregated account
by the custodian.

A Fund will not enter into any interest rate transaction unless the unsecured
senior debt or the claims-paying ability of the other party thereto is rated in
the highest rating category of at least one NRSRO at the time of entering into
such transaction. If there is a default by the other party to such transaction,
a Fund will have contractual remedies pursuant to the agreements related to the
transaction. The swap market has grown substantially in recent years with a
large number of banks and investment banking firms acting both as principals and
agents. As a result, the swap market has become well established and provides a
degree of liquidity. Caps, floors and collars are more recent innovations which
tend to be less liquid than swaps.

STEP DOWN PREFERRED SECURITIES

Step down perpetual preferred securities are issued by a real estate investment
trust ("REIT") making a mortgage loan to a single borrower. The dividend rate
paid by these securities is initially relatively high, but declines yearly. The
securities are subject to call if the REIT suffers an unfavorable tax event, and
to tender by the issuer's equity holder in the 10th year; both events could be
on terms unfavorable to the holder of the preferred securities. The value of
these securities will be affected by changes in the value of the underlying
mortgage loan. The REIT is not diversified, and the value of the mortgaged

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<PAGE>

property may not cover its obligations. Step down perpetual preferred securities
are considered restricted securities under the 1933 Act.

LOAN PARTICIPATIONS AND ASSIGNMENTS

Loan participations and assignments are interests in loans originated by banks
and other financial institutions. Both the lending bank and the borrower may be
deemed to be "issuers" of a loan participation.

Although some of the loans may be secured, there is no assurance that the
collateral can be liquidated in particular cases, or that its liquidation value
will be equal to the value of the debt. Borrowers that are in bankruptcy may pay
only a small portion of the amount owed, if they are able to pay at all. Where a
Fund purchases a loan through an assignment, there is a possibility that the
Fund will, in the event the borrower is unable to pay the loan, become the owner
of the collateral. This involves certain risks to the Fund as a property owner.

Loans are often administered by a lead bank, which acts as agent for the lenders
in dealing with the borrower. In asserting rights against the borrower, a Fund
may be dependent on the willingness of the lead bank to assert these rights, or
upon a vote of all the lenders to authorize the action. Assets held by the lead
bank for the benefit of the Fund may be subject to claims of the lead bank's
creditors.

FUTURES CONTRACTS (CONSECO 20 AND HIGH YIELD FUNDS ONLY)

The Funds may purchase and sell futures contracts solely for the purpose of
hedging against the effect that changes in general market conditions, interest
rates, and conditions affecting particular industries may have on the values of
securities held by a Fund or which a Fund intends to purchase, and not for
purposes of speculation. For information about foreign currency futures
contracts, see "Foreign Currency Transactions" below.

GENERAL DESCRIPTION OF FUTURES CONTRACTS. A futures contract provides
for the future sale by one party and purchase by another party of a specified
amount of a particular financial instrument (debt security) or commodity for a
specified price at a designated date, time, and place. Although futures
contracts by their terms require actual future delivery of and payment for the
underlying financial instruments, such contracts are usually closed out before
the delivery date. Closing out an open futures contract position is effected by
entering into an offsetting sale or purchase, respectively, for the same
aggregate amount of the same financial instrument on the same delivery date.
Where a Fund has sold a futures contract, if the offsetting price is more than
the original futures contract purchase price, the Fund realizes a gain; if it is
less, the Fund realizes a loss.

At the time a Fund enters into a futures contract, an amount of cash or liquid
securities, equal to the fair market value less initial margin of the futures
contract, will be deposited in a segregated account with the Trust's custodian
to collateralize the position and thereby ensure that such futures contract is

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<PAGE>

covered. A Fund may be required to deposit additional assets in the segregated
account in order to continue covering the contract as market conditions change.
A Fund may also be required to post additional "variation" margin. In addition,
each Fund will comply with certain regulations of the Commodity Futures Trading
Commission to qualify for an exclusion from being a "commodity pool operator."

INTEREST RATE FUTURES CONTRACTS. An interest rate futures contract is
an obligation traded on an exchange or board of trade that requires the
purchaser to accept delivery, and the seller to make delivery, of a specified
quantity of the underlying financial instrument, such as U.S. Treasury bills and
bonds, in a stated delivery month at a price fixed in the contract.

The Funds may purchase and sell interest rate futures as a hedge against changes
in interest rates that would adversely impact the value of debt instruments and
other interest rate sensitive securities being held or to be purchased by a
Fund. A Fund might employ a hedging strategy whereby it would purchase an
interest rate futures contract when it is not fully invested in long-term debt
securities but wishes to defer their purchase until it can orderly invest in
such securities or because short-term yields are higher than long-term yields.
Such a purchase would enable the Fund to earn the income on a short-term
security while at the same time minimizing the effect of all or part of an
increase in the market price of the long-term debt security which the Fund
intends to purchase in the future. A rise in the price of the long-term debt
security prior to its purchase either would be offset by an increase in the
value of the futures contract purchased by the Fund or avoided by taking
delivery of the debt securities under the futures contract.

A Fund would sell an interest rate futures contract to continue to receive the
income from a long-term debt security, while endeavoring to avoid part or all of
the decline in market value of that security which would accompany an increase
in interest rates. If interest rates rise, a decline in the value of the debt
security held by the Fund would be substantially offset by the ability of the
Fund to repurchase at a lower price the interest rate futures contract
previously sold. While the Fund could sell the long-term debt security and
invest in a short-term security, this would ordinarily cause the Fund to give up
income on its investment since long-term rates normally exceed short-term rates.

STOCK INDEX FUTURES CONTRACTS. A stock index (for example, the Standard
& Poor's 500 Composite Stock Price Index or the New York Stock Exchange
Composite Index) assigns relative values to the common stocks included in the
index and fluctuates with changes in the market values of such stocks. A stock
index futures contract is a bilateral agreement to accept or make payment,
depending on whether a contract is purchased or sold, of an amount of cash equal
to a specified dollar amount multiplied by the difference between the stock
index value at the close of the last trading day of the contract and the price
at which the futures contract was originally purchased or sold.

To the extent that changes in the value of a Fund correspond to changes in a
given stock index, the sale of futures contracts on that index ("short hedge")
would substantially reduce the risk to the Fund of a market decline and, by so

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<PAGE>

doing, provide an alternative to a liquidation of securities positions, which
may be difficult to accomplish in a rapid and orderly fashion. Stock index
futures contracts might also be sold:

1. When a sale of Fund securities at that time would appear to be
disadvantageous in the long-term because such liquidation would:

a. Forego possible appreciation,

b. Create a situation in which the securities would be difficult to
repurchase, or

c. Create substantial brokerage commission;

2. When a liquidation of part of the investment portfolio has commenced or
is contemplated, but there is, in the Adviser's determination, a
substantial risk of a major price decline before liquidation can be
completed; or

3. To close out stock index futures purchase transactions.

Where the Adviser anticipates a significant market or market sector advance, the
purchase of a stock index futures contract ("long hedge") affords a hedge
against the possibility of not participating in such advance at a time when a
Fund is not fully invested. Such purchases would serve as a temporary substitute
for the purchase of individual stocks, which may then be purchased in an orderly
fashion. As purchases of stock are made, an amount of index futures contracts
which is comparable to the amount of stock purchased would be terminated by
offsetting closing sales transactions. Stock index futures might also be
purchased:

1. If the Fund is attempting to purchase equity positions in issues which
it may have or is having difficulty purchasing at prices considered by
the Adviser to be fair value based upon the price of the stock at the
time it qualified for inclusion in the investment portfolio, or

2. To close out stock index futures sales transactions.

OPTIONS ON FUTURES CONTRACTS. The Funds may purchase options on
interest rate futures contracts, although they will not write options on any
such contracts. A futures option gives a Fund the right, in return for the
premium paid, to assume a long position (in the case of a call) or short
position (in the case of a put) in a futures contract at a specified exercise
price prior to the expiration of the option. Upon exercise of a call option, the
purchaser acquires a long position in the futures contract and the writer of the
option is assigned the opposite short position. In the case of a put option, the
converse is true. In most cases, however, a Fund would close out its position
before expiration by an offsetting purchase or sale.

The Funds may enter into options on futures contracts only in connection with
hedging strategies. Generally, these strategies would be employed under the same

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<PAGE>

market conditions in which a Fund would use put and call options on debt
securities, as described in "Options on Securities" below.

RISKS ASSOCIATED WITH FUTURES AND FUTURES OPTIONS. There are several
risks associated with the use of futures and futures options for hedging
purposes. While hedging transactions may protect a Fund against adverse
movements in the general level of interest rates and economic conditions, such
transactions could also preclude the Fund from the opportunity to benefit from
favorable movements in the underlying securities. There can be no guarantee that
the anticipated correlation between price movements in the hedging vehicle and
in the portfolio securities being hedged will occur. An incorrect correlation
could result in a loss on both the hedged securities and the hedging vehicle so
that the Fund's return might have been better if hedging had not been attempted.
The degree of imperfection of correlation depends on circumstances such as
variations in speculative market demand for futures and futures options,
including technical influences in futures and futures options trading, and
differences between the financial instruments being hedged and the instruments
underlying the standard contracts available for trading in such respects as
interest rate levels, maturities, and creditworthiness of issuers. A decision as
to whether, when, and how to hedge involves the exercise of skill and judgment
and even a well-conceived hedge may be unsuccessful to some degree because of
unexpected market behavior or interest rate trends.

There can be no assurance that a liquid market will exist at a time when a Fund
seeks to close out a futures contract or a futures option position. Most futures
exchanges and boards of trade limit the amount of fluctuation permitted in
futures contract prices during a single day. Once the daily limit has been
reached on a particular contract, no trades may be made that day at a price
beyond that limit. The daily limit governs only price movements during a
particular trading day and therefore does not limit potential losses because the
limit may work to prevent the liquidation of unfavorable positions. For example,
futures prices have occasionally moved to the daily limit for several
consecutive trading days with little or no trading, thereby preventing prompt
liquidation of positions and subjecting some holders of futures contracts to
substantial losses. In addition, certain of these instruments are relatively new
and without a significant trading history. Lack of a liquid market for any
reason may prevent a Fund from liquidating an unfavorable position and the Fund
would remain obligated to meet margin requirements and continue to incur losses
until the position is closed.

A Fund will only enter into futures contracts or futures options which are
standardized and traded on a U.S. exchange or board of trade, or, in the case of
futures options, for which an established over-the-counter market exists. A Fund
will not enter into a futures contract or purchase a futures option if
immediately thereafter the aggregate initial margin deposits for futures
contracts held by the Fund plus premiums paid by it for open futures options
positions, excluding futures contracts and futures options entered into for bona
fide hedging purposes and net of the amount by which any futures options
positions are "in-the-money" (i.e., the amount by which the value of the
contract exceeds the exercise price), would exceed 5 percent of the Fund's net
assets.

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<PAGE>

OPTIONS ON SECURITIES AND SECURITIES INDICES (CONSECO 20 AND HIGH YIELD FUNDS
ONLY)

The Funds may purchase put and call options on securities, and put and call
options on stock indices, at such times as the Adviser deems appropriate and
consistent with a Fund's investment objective. The Funds may also write listed
"covered" call and "secured" put options. Each Fund may enter into closing
transactions in order to terminate its obligations either as a writer or a
purchaser of an option prior to the expiration of the option.

PURCHASING OPTIONS ON SECURITIES. An option on a security is a contract
that gives the purchaser of the option, in return for the premium paid, the
right to buy a specified security (in the case of a call option) or to sell a
specified security (in the case of a put option) from or to the seller
("writer") of the option at a designated price during the term of the option. A
Fund may purchase put options on securities to protect holdings in an underlying
or related security against a substantial decline in market value. Securities
are considered related if their price movements generally correlate to one
another. For example, the purchase of put options on debt securities held by a
Fund would enable a Fund to protect, at least partially, an unrealized gain in
an appreciated security without actually selling the security. In addition, the
Fund would continue to receive interest income on such security.

A Fund may purchase call options on securities to protect against substantial
increases in prices of securities which the Fund intends to purchase pending its
ability to invest in such securities in an orderly manner. A Fund may sell put
or call options it has previously purchased, which could result in a net gain or
loss depending on whether the amount realized on the sale is more or less than
the premium and transactional costs paid on the option which is sold.

WRITING COVERED CALL AND SECURED PUT OPTIONS. In order to earn
additional income on its portfolio securities or to protect partially against
declines in the value of such securities, each Fund may write "covered" call
options. The exercise price of a call option may be below, equal to, or above
the current market value of the underlying security at the time the option is
written. During the option period, a covered call option writer may be assigned
an exercise notice by the broker-dealer through whom such call option was sold
requiring the writer to deliver the underlying security against payment of the
exercise price. This obligation is terminated upon the expiration of the option
period or at such earlier time in which the writer effects a closing purchase
transaction. Closing purchase transactions will ordinarily be effected to
realize a profit on an outstanding call option, to prevent an underlying
security from being called, to permit the sale of the underlying security, or to
enable a Fund to write another call option on the underlying security with
either a different exercise price or expiration date or both.

In order to earn additional income or to protect partially against increases in
the value of securities to be purchased, the Funds may write "secured" put
options. During the option period, the writer of a put option may be assigned an
exercise notice by the broker-dealer through whom the option was sold requiring
the writer to purchase the underlying security at the exercise price.

A Fund may write a call or put option only if the call option is "covered" or
the put option is "secured" by the Fund. Under a covered call option, the Fund

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<PAGE>

is obligated, as the writer of the option, to own the underlying securities
subject to the option or hold a call at an equal or lower exercise price, for
the same exercise period, and on the same securities as the written call. Under
a secured put option, a Fund must maintain, in a segregated account with the
Trust's custodian, cash or liquid securities with a value sufficient to meet its
obligation as writer of the option. A put may also be secured if the Fund holds
a put on the same underlying security at an equal or greater exercise price.
Prior to exercise or expiration, an option may be closed out by an offsetting
purchase or sale of an option by the same Fund.

OPTIONS ON SECURITIES INDICES. Call and put options on securities
indices would be purchased or sold by a Fund for the same purposes as the
purchase or sale of options on securities. Options on securities indices are
similar to options on securities, except that the exercise of securities index
options requires cash payment and does not involve the actual purchase or sale
of securities. In addition, securities index options are designed to reflect
price fluctuations in a group of securities or segment of the securities market
rather than price fluctuations in a single security. The Funds may write put and
call options on securities indices. When such options are written, the Fund is
required to maintain a segregated account consisting of cash or liquid
securities, or the Fund must purchase a like option of greater value that will
expire no earlier than the option written. The purchase of such options may not
enable a Fund to hedge effectively against stock market risk if they are not
highly correlated with the value of its securities. Moreover, the ability to
hedge effectively depends upon the ability to predict movements in the stock
market, which cannot be done accurately in all cases.

RISKS OF OPTIONS TRANSACTIONS. The purchase and writing of options
involves certain risks. During the option period, the covered call writer has,
in return for the premium on the option, given up the opportunity to profit from
a price increase in the underlying securities above the exercise price, and, as
long as its obligation as a writer continues, has retained the risk of loss if
the price of the underlying security declines. The writer of an option has no
control over the time when it may be required to fulfill its obligation as a
writer of the option. Once an option writer has received an exercise notice, it
cannot effect a closing purchase transaction in order to terminate its
obligation under the option and must deliver or purchase the underlying
securities at the exercise price. If a put or call option purchased by a Fund is
not sold when it has remaining value, and if the market price of the underlying
security, in the case of a put, remains equal to or greater than the exercise
price or, in the case of a call, remains less than or equal to the exercise
price, the Fund will lose its entire investment in the option. Also, where a put
or call option on a particular security is purchased to hedge against price
movements in a related security, the price of the put or call option may move
more or less than the price of the related security.

There can be no assurance that a liquid market will exist when a Fund seeks to
close out an option position. If a Fund cannot effect a closing transaction, it
will not be able to sell the underlying security or securities in a segregated
account while the previously written option remains outstanding, even though it
might otherwise be advantageous to do so. Possible reasons for the absence of a
liquid secondary market on a national securities exchange could include:
insufficient trading interest, restrictions imposed by national securities

17
<PAGE>

exchanges, trading halts or suspensions with respect to options or their
underlying securities, inadequacy of the facilities of national securities
exchanges or The Options Clearing Corporation due to a high trading volume or
other events, and a decision by one or more national securities exchanges to
discontinue the trading of options or to impose restrictions on certain types of
orders.

There also can be no assurance that a Fund would be able to liquidate an
over-the-counter ("OTC") option at any time prior to expiration. In contrast to
exchange-traded options where the clearing organization affiliated with the
particular exchange on which the option is listed in effect guarantees
completion of every exchange-traded option, OTC options are contracts between a
Fund and a counter-party, with no clearing organization guarantee. Thus, when a
Fund purchases an OTC option, it generally will be able to close out the option
prior to its expiration only by entering into a closing transaction with the
dealer from whom the Fund originally purchased the option.

Since option premiums paid or received by a Fund are small in relation to the
market value of underlying investments, buying and selling put and call options
offer large amounts of leverage. Thus, trading in options could result in a
Fund's net asset value being more sensitive to changes in the value of the
underlying securities.

FOREIGN CURRENCY TRANSACTIONS

A foreign currency futures contract is a standardized contract for the future
delivery of a specified amount of a foreign currency, at a future date at a
price set at the time of the contract. A forward currency contract is an
obligation to purchase or sell a currency against another currency at a future
date at a price agreed upon by the parties. A Fund may either accept or make
delivery of the currency at the maturity of the contract or, prior to maturity,
enter into a closing transaction involving the purchase or sale of an offsetting
contract. A Fund will purchase and sell such contracts for hedging purposes and
not as an investment. A Fund will engage in foreign currency futures contracts
and forward currency transactions in anticipation of or to protect itself
against fluctuations in currency exchange rates. The International Portfolio may
seek to hedge against changes in the value of a particular currency by using
forward contracts on another foreign currency or a basket of currencies with a
value that bears a positive correlation to the value of the currency being
hedged. Except for the International Portfolio, a Fund will not (1) commit more
than 15 percent of its total assets computed at market value at the time of
commitment to foreign currency futures or forward currency contracts, or (2)
enter into a foreign currency contract with a term of greater than one year.

Forward currency contracts are not traded on regulated commodities exchanges.
When a Fund enters into a forward currency contract, it incurs the risk of
default by the counter-party to the transaction.

There can be no assurance that a liquid market will exist when a Fund seeks to
close out a foreign currency futures or forward currency position, in which case
the Fund might not be able to effect a closing purchase transaction at any
particular time. While these contracts tend to minimize the risk of loss due to

18
<PAGE>

a decline in the value of the hedged currency, at the same time, they tend to
limit any potential gain which might result should the value of such currency
increase.

Although each Fund values its assets daily in U.S. dollars, it does not intend
physically to convert its holdings of foreign currencies into U.S. dollars on a
daily basis. A Fund will do so from time to time, and investors should be aware
of the costs of currency conversion. Although foreign exchange dealers do not
charge a fee for conversion, they do realize a profit based on the difference
(the "spread") between the prices at which they are buying and selling various
currencies. Thus, a dealer may offer to sell a foreign currency to the Fund at
one rate, while offering a lesser rate of exchange if the Fund desires to resell
that currency to the dealer.

OPTIONS ON FOREIGN CURRENCIES (CONSECO 20 AND HIGH YIELD FUNDS ONLY)

A Fund may invest in call and put options on domestic and foreign securities and
foreign currencies. A Fund may purchase call and put options on foreign
currencies as a hedge against changes in the value of the U.S. dollar (or
another currency) in relation to a foreign currency in which portfolio
securities of the Fund may be denominated. A call option on a foreign currency
gives the purchaser the right to buy, and a put option the right to sell, a
certain amount of foreign currency at a specified price during a fixed period of
time. A Fund may enter into closing sale transactions with respect to such
options, exercise them, or permit them to expire.

A Fund may employ hedging strategies with options on currencies before the Fund
purchases a foreign security denominated in the hedged currency, during the
period the Fund holds a foreign security, or between the day a foreign security
is purchased or sold and the date on which payment therefor is made or received.
Hedging against a change in the value of a foreign currency in the foregoing
manner does not eliminate fluctuations in the prices of portfolio securities or
prevent losses if the prices of such securities decline. Furthermore, such
hedging transactions reduce or preclude the opportunity for gain if the value of
the hedged currency increases relative to the U.S. dollar. The Funds will
purchase options on foreign currencies only for hedging purposes and will not
speculate in options on foreign currencies. The Funds may invest in options on
foreign currency which are either listed on a domestic securities exchange or
traded on a recognized foreign exchange.

An option position on a foreign currency may be closed out only on an exchange
which provides a secondary market for an option of the same series. Although the
Fund will purchase only exchange-traded options, there is no assurance that a
liquid secondary market on an exchange will exist for any particular option, or
at any particular time. In the event no liquid secondary market exists, it might
not be possible to effect closing transactions in particular options. If the
Fund cannot close out an exchange-traded option which it holds, it would have to
exercise its option in order to realize any profit and would incur transactional
costs on the purchase or sale of the underlying assets.

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<PAGE>

BORROWING

A Fund may borrow money from a bank, but only if immediately after each such
borrowing and continuing thereafter the Fund would have asset coverage of 300
percent. Leveraging by means of borrowing will exaggerate the effect of any
increase or decrease in the value of portfolio securities on a Fund's net asset
value; money borrowed will be subject to interest and other costs which may or
may not exceed the income received from the securities purchased with borrowed
funds. The use of borrowing tends to result in a faster than average movement,
up or down, in the net asset value of a Fund's shares. A Fund also may be
required to maintain minimum average balances in connection with such borrowing
or to pay a commitment or other fee to maintain a line of credit; either of
these requirements would increase the cost of borrowing over the stated interest
rate.

INVESTMENT IN SECURITIES OF OTHER INVESTMENT COMPANIES

Securities of other investment companies have the potential to appreciate as do
any other securities, but tend to present less risk because their value is based
on a diversified portfolio of investments. The 1940 Act expressly permits mutual
funds to invest in other investment companies within prescribed limitations. An
investment company may invest in other investment companies if at the time of
such investment (1) it does not own more than 3 percent of the voting securities
of any one investment company, (2) it does not invest more than 5 percent of its
assets in any single investment company, and (3) its investment in all
investment companies does not exceed 10 percent of assets.

Some of the countries in which a Fund may invest may not permit direct
investment by outside investors. Investments in such countries may only be
permitted through foreign government approved or authorized investment vehicles,
which may include other investment companies. In addition, it may be less
expensive and more expedient for the Fund to invest in a foreign investment
company in a country which permits direct foreign investment.

Investment companies in which the Funds may invest charge advisory and
administrative fees and may also assess a sales load and/or distribution fees.
Therefore, investors in a Fund that invests in other investment companies would
indirectly bear costs associated with those investments as well as the costs
associated with investing in the Fund. The percentage limitations described
above significantly limit the costs a Fund may incur in connection with such
investments.

SHORT SALES (CONSECO 20 AND HIGH YIELD FUNDS ONLY)

A short sale is a transaction in which a Fund sells a security in anticipation
that the market price of the security will decline. A Fund may effect short
sales (i) as a form of hedging to offset potential declines in long positions in
securities it owns, anticipates acquiring, or in similar securities, and (ii) to
maintain flexibility in its holdings. In a short sale "against the box", at the
time of sale the Fund owns the security it has sold short or has the immediate
and unconditional right to acquire at no additional cost the identical security.
Under applicable guidelines of the SEC staff, if a Fund engages in a short sale

20
<PAGE>

(other than a short sale against-the-box), it must put an appropriate amount of
cash or liquid securities in a segregated account (not with the broker).

The effect of short selling on a Fund is similar to the effect of leverage.
Short selling may exaggerate changes in a Fund's NAV. Short selling may also
produce higher than normal portfolio turnover, which may result in increased
transaction costs to a Fund.

INVESTMENT PERFORMANCE

STANDARDIZED YIELD QUOTATIONS. Each class of the High Yield Fund, Conseco 20
Fund, and International Fund may advertise investment performance figures,
including yield. Each class' yield will be based upon a stated 30-day period and
will be computed by dividing the net investment income per share earned during
the period by the maximum offering price per share on the last day of the
period, according to the following formula:

YIELD = 2 [(A-B/CD)+1)6-1]

Where:
A = the dividends and interest earned during the period. B = the expenses
accrued for the period (net of reimbursements, if any).
C = the average daily number of shares outstanding during the period that were
entitled to receive dividends. D = the maximum offering price (which is the net
asset value plus, for Class A shares only, the maximum initial sales charge) per
share on the last day of the period.

STANDARDIZED AVERAGE ANNUAL TOTAL RETURN QUOTATIONS. Each class of the Funds may
advertise its total return and its cumulative total return. The total return
will be based upon a stated period and will be computed by finding the average
annual compounded rate of return over the stated period that would equate an
initial amount invested to the ending redeemable value of the investment
(assuming reinvestment of all distributions), according to the following
formula:

P (1+T)n=ERV

Where:
P = a hypothetical initial payment of $1,000. T = the average annual total
return.
n = the number of years.
ERV = the ending redeemable value at the end of the stated period of a
hypothetical $1,000 payment made at the beginning of the stated period.

The total return for Class B and Class C shares of each Fund will assume the
maximum applicable contingent deferred sales charge is deducted at the times, in
the amounts, and under the terms disclosed in the Fund's Prospectus. The
cumulative total return will be based upon a stated period and will be computed

21
<PAGE>

by dividing the ending redeemable value (i.e., after deduction of any applicable
sales charges) of a hypothetical investment by the value of the initial
investment (assuming reinvestment of all distributions).

Each investment performance figure will be carried to the nearest hundredth of
one percent.

NON-STANDARDIZED PERFORMANCE. In addition, in order to more completely represent
a Fund's performance or more accurately compare such performance to other
measures of investment return, a Fund also may include in advertisements, sales
literature and shareholder reports other total return performance data
("Non-Standardized Return"). Non-Standardized Return may be quoted for the same
or different periods as those for which Standardized Return is required to be
quoted; it may consist of an aggregate or average annual percentage rate of
return, actual year-by-year rates or any combination thereof. Non-Standardized
Return for Class A, B and C shares may or may not take sales charges into
account; performance data calculated without taking the effect of sales charges,
if any, into account may be higher than data including the effect of such
charges. All non-standardized performance will be advertised only if the
standard performance data for the same period, as well as for the required
periods, is also presented.

GENERAL INFORMATION. From time to time, the Funds may advertise their
performance compared to similar funds or types of investments using certain
unmanaged indices, reporting services and publications. Descriptions of some of
the indices which may be used are listed below.

The Standard & Poor's 500 Composite Stock Price Index is a well diversified list
of 500 companies representing the U.S. stock market.

The Nasdaq Composite OTC Price Index is a market value-weighted and unmanaged
index showing the changes in the aggregate market value of approximately 3,500
stocks listed on the Nasdaq Stock Market.

The Lehman Government Bond Index is a measure of the market value of all public
obligations of the U.S. Treasury; all publicly issued debt of all agencies of
the U.S. Government and all quasi-federal corporations; and all corporate debt
guaranteed by the U.S. Government. Mortgage-backed securities and foreign
targeted issues are not included in the Lehman Government Bond Index.

The Lehman Government/Corporate Bond Index is a measure of the market value of
approximately 5,300 bonds with a face value currently in excess of $1.3
trillion. To be included in the Lehman Government/Corporate Index, an issue must
have amounts outstanding in excess of $1 million, have at least one year to
maturity and be rated "BBB/Baa" or higher ("investment grade") by an NRSRO.

The Lehman Brothers Aggregate Bond Index is an index consisting of the
securities listed in Lehman Brothers Government/Corporate Bond Index, the Lehman
Brothers Mortgage-Backed Securities Index, and the Lehman Brothers Asset-Backed
Securities Index. The Government/Corporate Bond Index is described above. The
Mortgage-Backed Securities Index consists of 15 and 30-year fixed rate

22
<PAGE>

securities backed by mortgage pools of GNMA, FHLMC and FNMA (excluding buydowns,
manufactured homes and graduated equity mortgages). The Asset-Backed Securities
Index consists of credit card, auto and home equity loans (excluding
subordinated tranches) with an average life of one year.

The Morgan Stanley Capital International Europe, Australia, Far East Index, also
known as the EAFE Index, is an unmanaged index of common stock prices of more
than 900 companies from Europe, Australia and the Far East translated into U.S.
dollars.

Each index includes income and distributions but does not reflect fees,
brokerage commissions or other expenses of investing.

In addition, from time to time in reports and promotions (1) a Fund's
performance may be compared to other groups of mutual funds tracked by: (a)
Lipper Analytical Services and Morningstar, Inc., widely used independent
research firms which rank mutual funds by overall performance, investment
objectives, and assets; or (b) other financial or business publications, such as
Business Week, Money Magazine, Forbes and Barron's which provide similar
information; (2) the Consumer Price Index (measure for inflation) may be used to
assess the real rate of return from an investment in a Fund; (3) other
statistics such as GNP and net import and export figures derived from
governmental publications, e.g., The Survey of Current Business or statistics
derived by other independent parties, e.g., the Investment Company Institute,
may be used to illustrate investment attributes of a Fund or the general
economic, business, investment, or financial environment in which a Fund
operates; (4) various financial, economic and market statistics developed by
brokers, dealers and other persons may be used to illustrate aspects of a Fund's
performance; and (5) the sectors or industries in which a Fund invests may be
compared to relevant indices or surveys (e.g., S&P Industry Surveys) in order to
evaluate the Fund's historical performance or current or potential value with
respect to the particular industry or sector.

PORTFOLIO TURNOVER AND SECURITIES TRANSACTIONS

CONSECO 20 AND HIGH YIELD FUNDS

A portfolio turnover rate is, in general, the percentage computed by taking the
lesser of purchases or sales of portfolio securities (excluding certain
short-term securities) for a year and dividing it by the monthly average of the
market value of such securities during the year. The Funds do not have a
predetermined rate of portfolio turnover since such turnover will be incidental
to transactions taken with a view to achieving their respective objectives. It
is anticipated that the annual turnover rate of each Fund normally will not
exceed 400%. High turnover and short-term trading involve correspondingly
greater commission expenses and transaction costs.

The Adviser is responsible for decisions to buy and sell securities for the
Conseco 20 and High Yield Funds, broker-dealer selection, and negotiation of
brokerage commission rates. The Adviser's primary consideration in effecting a
securities transaction will be execution at the most favorable price. A

23
<PAGE>

substantial majority of the Conseco 20 or High Yield Fund's portfolio
transactions in fixed income securities will be transacted with primary market
makers acting as principal on a net basis, with no brokerage commissions being
paid by a Fund. In certain instances, the Adviser may make purchases of
underwritten issues at prices which include underwriting fees.

In selecting a broker-dealer to execute each particular transaction, the Adviser
will take the following into consideration: the best net price available; the
reliability, integrity and financial condition of the broker-dealer; the size of
the order and the difficulty of execution; and the size of contribution of the
broker-dealer to the investment performance of the Conseco 20 or High Yield Fund
on a continuing basis. Broker-dealers may be selected who provide brokerage
and/or research services to the Conseco 20 or High Yield Fund and/or other
accounts over which the Adviser exercises investment discretion. Such services
may include advice concerning the value of securities (including providing
quotations as to securities); the advisability of investing in, purchasing or
selling securities; the availability of securities or the purchasers or sellers
of securities; furnishing analysis and reports concerning issuers, industries,
securities, economic factors and trends, portfolio strategy and performance of
accounts; and effecting securities transactions and performing functions
incidental thereto, such as clearance and settlement.

The Adviser shall not be deemed to have acted unlawfully, or to have breached
any duty created by the Conseco 20 or High Yield Fund's Investment Advisory
Agreement or otherwise, solely by reason of its having caused the Fund to pay a
broker-dealer that provides brokerage and research services an amount of
commission for effecting a portfolio investment transaction in excess of the
amount of commission another broker-dealer would have charged for effecting that
transaction, if the Adviser determines in good faith that such amount of
commission is reasonable in relation to the value of the brokerage and research
services provided by such broker-dealer, viewed in terms of either that
particular transaction or the Adviser's overall responsibilities with respect to
the Fund. The Adviser allocates orders placed by it on behalf of the Conseco 20
or High Yield Fund in such amounts and proportions as the Adviser shall
determine and the Adviser will report on said allocations regularly to the
Conseco 20 or High Yield Fund indicating the broker-dealers to whom such
allocations have been made and the basis therefor.

The receipt of research from broker-dealers may be useful to the Adviser in
rendering investment management services to the Conseco 20 and High Yield Funds
and/or the Adviser's other clients; conversely, information provided by
broker-dealers who have executed transaction orders on behalf of other clients
may be useful to the Adviser in carrying out its obligations to the Conseco 20
and High Yield Funds. The receipt of such research will not be substituted for
the independent research of the Adviser. It does enable the Adviser to reduce
costs to less than those which would have been required to develop comparable
information through its own staff. The use of broker-dealers who supply research
may result in the payment of higher commissions than those available from other
broker-dealers who provide only the execution of portfolio transactions.

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<PAGE>

Orders on behalf of the Conseco 20 and High Yield Funds may be bunched with
orders on behalf of other clients of the Adviser. It is the Adviser's policy
that, to the extent practicable, all clients with similar investment objectives
and guidelines be treated fairly and equitably in the allocation of securities
trades.

The Board periodically reviews the Adviser's performance of its responsibilities
in connection with the placement of portfolio transactions on behalf of the
Trust.

INTERNATIONAL FUND

The assets of the International Portfolio are allocated by AMR among investment
advisers designated for the Portfolio. Each investment adviser has discretion to
purchase and sell portfolio securities in accordance with the investment
objective, policies and restrictions described in the Prospectus and this SAI
and with specific investment strategies developed by AMR. Each investment
adviser will place its own orders to execute securities transactions.

In placing such orders and in selecting brokers or dealers, the principal
objective of each investment adviser is to seek the best net price and execution
available. It is expected that securities ordinarily will be purchased in the
primary markets, and that in assessing the best net price and execution
available, each investment adviser shall consider all factors it deems relevant,
including the breadth of the market in the security, the price of the security,
the financial condition and execution capability of the broker or dealer and the
reasonableness of the commission, if any, for the specific transaction and on a
continuing basis.

In selecting brokers or dealers to execute particular transactions, the
Portfolio's investment advisers are authorized to consider "brokerage and
research services" (as those terms are defined in Section 28(e) of the
Securities Exchange Act of 1934), provision of statistical quotations (including
the quotations necessary to determine the Portfolio's net asset value), the sale
of Fund shares by such broker-dealer or the servicing of Fund shareholders by
such broker-dealer, and other information provided to the Portfolio, to AMR
and/or to the investment advisers (or their affiliates), provided, however, that
the investment adviser determines that it has received the best net price and
execution available. The investment advisers are also authorized to cause the
Portfolio to pay a commission to a broker or dealer who provides such brokerage
and research services for executing a portfolio transaction which is in excess
of the amount of the commission another broker or dealer would have charged for
effecting that transaction. The AMR Trust Board, AMR or the investment advisers,
as appropriate, must determine in good faith, however, that such commission was
reasonable in relation to the value of the brokerage and research services
provided viewed in terms of that particular transaction or in terms of all the
accounts over which AMR or the investment adviser exercises investment
discretion.

For the fiscal years ended October 31, 1995, 1996 and 1997, the Portfolio (or
its predecessor) paid $422,670, $544,844 and $_______, respectively, in
brokerage commissions.

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<PAGE>

The portfolio turnover rate for the Portfolio (or its predecessor) for the
fiscal years ended October 31, 1995, 1996 and 1997 was 21%, 19% and ____%,
respectively. High portfolio turnover can increase transaction costs and
generate additional capital gains or losses.

The fees of the investment advisers are not reduced by reason of receipt of such
brokerage and research services. However, with disclosure to and pursuant to
written guidelines approved by the AMR Trust Board, an investment adviser of the
Portfolio or its affiliated broker-dealer may execute portfolio transactions and
receive usual and customary brokerage commissions (within the meaning of Rule
17e-1 under the 1940 Act) for doing so. During the fiscal year ended October 31,
1995, the Portfolio's predecessor paid $18,937 in brokerage commissions to
Morgan Stanley, Inc., an affiliate of Morgan Stanley Asset Management, an
investment adviser to the predecessor. During the fiscal year ended October 31,
1996, the Portfolio paid $2,142, $1,002, $2,051 and $20,129, to Fleming Martin,
Jardine Fleming, Ord Minnett and Robert Fleming & Co., respectively, affiliates
of Rowe Price-Fleming International, Inc., an adviser to the Portfolio, and
$3,892 to Morgan Stanley International, an affiliate of Morgan Stanley Asset
Management also an investment adviser to the Portfolio. During the fiscal year
ended October 31, 1997, the Portfolio paid _____________.

MANAGEMENT

THE ADVISER

The Adviser provides investment advice and, in general, supervises the Trust's
management and investment program, furnishes office space, prepares reports for
the Funds, monitors compliance by the Funds in their investment activities and
pays all compensation of officers and Trustees of the Trust who are affiliated
persons of the Adviser. Each Fund pays all other expenses incurred in the
operation of the Fund, including fees and expenses of unaffiliated Trustees of
the Trust. While the International Fund operates in a "master-feeder" structure,
the Adviser is responsible for selecting the investment company, if any, in
which that Fund invests. If the Adviser is not satisfied with the performance of
that investment company, the Adviser will recommend to the Trust's Board of
Trustees other investment companies in which the International Fund may invest,
or recommend that the Adviser manage the International Fund itself.

The Adviser is a wholly-owned subsidiary of Conseco, Inc. ("Conseco"), a
publicly-owned financial services company, the principal operations of which are
in development, marketing and administration of specialized annuity, life and
health insurance products. Conseco's offices are located at 11825 N.
Pennsylvania Street, Carmel, Indiana 46032.

The Investment Advisory Agreements, dated December __, 1997, provide that the
Adviser shall not be liable for any error in judgment or mistake of law or for
any loss suffered by a Fund in connection with any investment policy or the
purchase, sale or redemption of any securities on the recommendations of the
Adviser. The Agreements provide that the Adviser is not protected against any
liability to a Fund or its security holders for which the Adviser shall
otherwise be subject by reason of willful misfeasance, bad faith, gross

<PAGE>

negligence, or reckless disregard of the duties imposed upon it by the
Agreements or the violation of any applicable law.

Under the terms of the Investment Advisory Agreements, the Adviser receives an
investment advisory fee equal to an annual rate of 0.70% of the daily net asset
value of the High Yield Fund and 0.70% of the daily net asset value of the
Conseco 20 Fund and 1.00% of the average daily net asset value of the
International Fund. The Adviser has voluntarily agreed to waive all of its fees
under the International Fund's Investment Advisory Agreement so long as that
Fund invests all of its investable assets in the Portfolio or another investment
company with substantially the same investment objective and policies as the
Fund. For more information about the Portfolio's management, see "AMR and the
Investment Advisers to the International Equity Portfolio" below.

The Adviser, together with Conseco Services, LLC (the "Administrator") and
Conseco Equity Sales Inc., (the "Distributor"), have voluntarily agreed to waive
their fees and/or reimburse expenses as set forth in the Prospectus.

Each Fund receives credits from the Trust's custodian based on cash held by the
Fund at the custodian. These credits are used to reduce the custody fees payable
by the Fund. The Adviser's (and, as discussed below, other affiliates')
voluntary agreement to waive fees or reimburse expenses in order to maintain the
above expense ratios will be applied only after the Fund's custody fees have
been reduced or eliminated by the use of such credits.

THE ADMINISTRATOR

Conseco Services, LLC (the "Administrator") is a wholly-owned subsidiary of
Conseco, and receives compensation from the Trust pursuant to an Administration
Agreement dated January 2, 1997. Under that agreement, the Administrator
supervises the overall administration of the Funds. These administrative
services include supervising the preparation and filing of all documents
required for compliance by the Funds with applicable laws and regulations,
supervising the maintenance of books and records, and other general and
administrative responsibilities. In addition, while the International Fund
operates in a "master-feeder" structure, the Administrator will monitor the
performance of the investment company in which the International Fund invests,
coordinate the International Fund's relationship with that investment company
and communicate with the Trust's Board of Trustees and shareholders regarding
the performance of that investment company and the Fund's master-feeder
structure. See "The Adviser" above regarding the Administrator's voluntary
agreement to waive its fees and/or reimburse Fund expenses.

27
<PAGE>

For providing these services, the Administrator receives a fee from each of the
Conseco 20 and High Yield Funds of .20% per annum of its average daily net
assets and a fee from the International Fund of .75% per annum of its average
daily net assets. Pursuant to the Administration Agreement, the Administrator
reserves the right to employ one or more sub-administrators to perform
administrative services for the Funds. The Bank of New York performs certain
administrative services for each of the Funds and AMR performs services for the
International Fund pursuant to agreements with the Administrator.

AMR AND THE INVESTMENT ADVISERS TO THE INTERNATIONAL EQUITY PORTFOLIO

Pursuant to a Management Agreement dated October 1, 1995, as amended July 25,
1997, AMR provides or oversees all administrative, investment advisory, and
portfolio management services for the Portfolio. AMR, located at 4333 Amon
Carter Boulevard, MD 5645, Fort Worth, Texas 76155, is a wholly owned subsidiary
of AMR Corporation, the parent company of American Airlines, Inc. AMR bears the
expense of providing the above services and pays the fees of the investment
advisers of the Portfolio. As compensation, AMR receives an annualized advisory
fee that is calculated and accrued daily, equal to the sum of 0.10% of the net
assets of the Portfolio plus all fees payable by AMR to the Portfolio's
investment advisers. The advisory fee is payable quarterly in arrears.

The Management Agreement will continue in effect provided that annually such
continuance is specifically approved by a vote of the AMR Trust Board, including
the affirmative votes of a majority of the Trustees who are not parties to the
Management Agreement or "interested persons" as defined in the 1940 Act of any
such party ("Independent Trustees"), cast in person at a meeting called for the
purpose of considering such approval, or by the vote of the Portfolio's interest
holders. The Management Agreement may be terminated without penalty, by a
majority vote of Portfolio interests on sixty (60) days' written notice to AMR,
or by AMR, on sixty (60) days' written notice to the AMR Trust. A Management
Agreement will automatically terminate in the event of its "assignment" as
defined in the 1940 Act.

The assets of the Portfolio are allocated by AMR among investment advisers
designated for the Portfolio, as listed in the Prospectus. Although the
investment advisers are subject to general supervision by the AMR Trust Board
and AMR, the AMR Trust Board and AMR do not evaluate the investment merits of
specific securities transactions. As compensation for its services, each
investment adviser is paid a fee by AMR out of the proceeds of the management
fee received by AMR.

Each investment adviser has entered into a separate Investment Advisory
Agreement with AMR to provide investment advisory services to the Portfolio.
With the exception of the Investment Advisory Agreement with Rowe Price-Fleming
International, Inc. ("Fleming"), each Advisory Agreement was approved and became
effective as of October 1, 1995. Fleming was approved as an investment adviser
to the Portfolio, effective April 1, 1996. Following the acquisition of Hotchkis
and Wiley ("Hotchkis") by Merrill Lynch, Pierce, Fenner & Smith, Inc., a new
Advisory Agreement with Hotchkis was approved, effective November 12, 1996.

28
<PAGE>

AMR is permitted to enter into new or modified advisory agreements with existing
or new investment advisers without approval of International Fund shareholders
or Portfolio interest holders, but subject to approval of the AMR Trust Board.
The Securities and Exchange Commission issued an exemptive order which
eliminates the need for shareholder/interest holder approval subject to
compliance with certain conditions. These conditions include the requirement
that within 90 days of hiring a new adviser or implementing a material change
with respect to an advisory contract, the Fund send a notice to shareholders
containing information about the change that would be included in a proxy
statement. AMR recommends investment advisers based upon its continuing
quantitative and qualitative evaluation of the investment advisers' skill in
managing assets using specific investment styles and strategies. The allocation
of assets among investment advisers may be changed at any time by AMR.
Allocations among investment advisers will vary based upon a variety of factors,
including the overall investment performance of each investment adviser, the
Portfolio's cash flow needs and market conditions. AMR need not allocate assets
to each investment adviser designated for the Portfolio. Short-term investment
performance, by itself, is not a significant factor in selecting or terminating
an investment adviser, and AMR does not expect to recommend frequent changes of
investment advisers. The Prospectus will be supplemented if additional
investment advisers are retained or the contract with any existing investment
adviser is terminated.

Each Investment Advisory Agreement will automatically terminate if assigned, and
may be terminated without penalty at any time by AMR, by a vote of a majority of
the AMR Trust Board or by a vote of a majority of the outstanding Portfolio
interests on no less than thirty (30) days' nor more than sixty (60) days'
written notice to the investment adviser, or by the investment adviser upon
sixty (60) days' written notice to the Portfolio. Each Investment Advisory
Agreement will continue in effect provided that annually such continuance is
specifically approved by a vote of the AMR Trust Board, including the
affirmative votes of a majority of the Trustees who are not parities to the
Agreement or "interested persons" (as defined in the 1940 Act) of any such
party, cast in person at a meeting called for the purpose of considering such
approval, or by the vote of shareholders.

TRUSTEES AND OFFICERS OF THE TRUST

The Trustees and officers of the Trust, their affiliations, if any, with the
Adviser and their principal occupations are set forth below.

Name, Address Position Held Principal Occupation(s)
and Age With Trust During Past 5 Years
------------- ------------- -----------------------
<S> <C> <C>
William P. Daves, Jr. (71) Chairman of the Board, Consultant to insurance and healthcare
5723 Trail Meadow Trustee industries. Director, President and Chief
Dallas, TX 75230 Executive Officer, FFG Insurance Co.
Chairman of the Board and Trustee
of one other mutual fund managed by the
Adviser.

</TABLE>
29
<PAGE>
<TABLE>
<CAPTION>
Name, Address Position Held Principal Occupation(s)
and Age With Trust During Past 5 Years
------------- ------------- -----------------------
<S> <C> <C>
Maxwell E. Bublitz* (42) President and Trustee Chartered Financial Analyst. President
11825 N. Pennsylvania St. and Director, Adviser. Previously,
Carmel, IN 46032 Senior Vice President, Adviser.
President and Trustee of one other
mutual fund managed by the Adviser.

Gregory J. Hahn* (36) Vice President for Chartered Financial Analyst. Senior
11825 N. Pennsylvania St. Investments and Trustee Vice President, Adviser. Portfolio
Carmel, IN 46032 Manager of the fixed income portion of
Asset Allocation and Fixed Income Funds.

Harold W. Hartley (74) Trustee Retired. Chartered Financial Analyst.
317 Peppard Drive, S.W. Previously, Executive Vice President,
Ft. Myers Beach, Fl 33913 Tenneco Financial Services, Inc.
Trustee of one other mutual fund
managed by the Adviser.

Dr. R. Jan LeCroy (66) Trustee President, Dallas Citizens Council.
Dallas Citizens Council Trustee of one other mutual fund
1201 Main Street, managed by the Adviser.
Suite 2444
Dallas, TX 75202

Dr. Jesse H. Parrish (70) Trustee Former President, Midland College.
2805 Sentinel Higher Education Consultant. Trustee of
Midland, TX 79701 one other mutual fund managed by the
Adviser.

</TABLE>

30
<PAGE>
<TABLE>
<CAPTION>

Name, Address Position Held Principal Occupation(s)
and Age With Trust During Past 5 Years
------------- ------------- -----------------------
<S> <C> <C> <C>
William P. Latimer (62) Vice President and Vice President, Senior Counsel,
11825 N. Pennsylvania St. Secretary Secretary, Chief Compliance Officer and
Carmel, IN 46032 Director of Adviser. Vice President,
Senior Counsel, Secretary and Director,
Conseco Equity Sales, Inc. Vice
President and Secretary of one other
mutual fund managed nby the Adviser.
Previously, Consultant to securities
industry. Previously, Senior Vice
President--Compliance, USF&G
Investment Services, Inc. and Vice
President, Axe-Houghton Management
Inc.

James S. Adams (38) Treasurer Senior Vice President, Bankers National,
11815 N. Pennsylvania St. Great American Reserve. Senior Vice
Carmel, IN 46032 President, Treasurer, and Director,
Conseco Equity Sales, Inc. Senior Vice
President and Treasurer, Conseco
Services, LLC. Treasurer of one other
mutual fund managed by the Adviser.

William T. Devanney, Jr. (42) Vice President, Senior Vice President, Corporate Taxes, Bankers
11815 N. Pennsylvania St. Corporate Taxes National and Great American Reserve. Senior Vice
Carmel, IN 46032 President, Corporate Taxes, Conseco Equity Sales,
Inc. and Conseco Services LLC. Vice President of
one other mutual fund managed by the Adviser.
</TABLE>

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

* The Trustee so indicated is an "interested person," as defined in the 1940
Act, of the Trust due to the positions indicated with the Adviser and its
affiliates.

The following table shows the estimated compensation of each disinterested
Trustee for the fiscal year ending December 31, 1997.

31
<PAGE>

COMPENSATION TABLE

Total Compensation from
from Investment Companies in
Aggregate Compensation the Trust Complex Paid to
Name of Person, Position from the Trust Trustees
- ------------------------ -------------- ----------------------------

William P. Daves, Jr. $9,000 $18,000
(1 other investment company)

Harold W. Hartley $9,000 $18,000
(1 other investment company)

Dr. R. Jan LeCroy $9,000 $18,000
(1 other investment company)

Dr. Jesse H. Parrish $9,000 $18,000
(1 other investment company)

TRUSTEES AND OFFICERS OF THE AMR TRUST

The AMR Trust Board provides broad supervision over the AMR Trust's affairs. The
Trustees and officers of the AMR Trust are listed below, together with their
principal occupations during the past five years. Unless otherwise indicated,
the address of each person listed below is 4333 Amon Carter Boulevard, MD 5645,
Forth Worth, Texas 76155.

<TABLE>
<CAPTION>
Position with
Name, Age and Address the AMR Trust Principal Occupation during Past 5 Years
- --------------------- ------------- ----------------------------------------
<S> <C> <C>
William F. Quinn* (49) Trustee and President, AMR Investment Services, Inc.
President (1986-Present); Chairman, American Airlines Employees
Federal Credit Union (1989-Present); Trustee, American
Performance Funds (1990-1994); Director, Crescent Real
Estate Equities, Inc. (1994-Present); Trustee,
American AAdvantage Funds (1987-Present); Trustee,
American AAdvantage Mileage Funds (1995-Present).

</TABLE>

32
<PAGE>
<TABLE>
<CAPTION>
Position with
Name, Age and Address the AMR Trust Principal Occupation during Past 5 Years
- --------------------- ------------- ----------------------------------------

<S> <C> <C>
Alan D. Feld (60) Trustee Partner, Akin, Gump, Strauss, Hauer & Feld, LLP
1700 Pacific Avenue (1960-Present)#; Director, Clear Channel
Suite 4100 Communications (1984-Present); Director, CenterPoint
Dallas, Texas 75201 Properties, Inc. (1994-Present); Trustee, American
AAdvantage Mileage Funds and American AAdvantage Funds
(1996-Present).

Ben J. Fortson (65) Trustee President and CEO, Fortson Oil Company (1958-Present);
301 Commerce Street Director, Kimbell Art Foundation (1964-Present);
Suite 3301 Director, Burnett Foundation (1987-Present); Honorary
Forth Worth, Texas 76102 Trustee, Texas Christian University (1986-Present);
Trustee, American AAdvantage Mileage Funds and
American AAdvantage Funds (1996-Present).

John S. Justin (80) Trustee Chairman and Chief Executive Officer, Justin
2821 West Seventh Street Industries, Inc. (a diversified holding company)
Fort Worth, Texas 76107 (1969-Present); Executive Board Member, Blue

Cross/Blue Shield of Texas (1985-Present); Board
Member, Zale Lipshy Hospital (1993-Present); Trustee,
Texas Christian University (1980-Present); Director and
Executive Board Member, Texas New Mexico enterprises
(1984-1993); Director, Texas New Mexico Power Company
(1979-1993); Trustee, American AAdvantage Funds
(1989-Present); Trustee, American AAdvantage Mileage
Funds (1995-Present).

Stephen D. O'Sullivan*(62) Trustee Consultant (1994-Present); Vice President and
Controller (1985-1994), American Airlines, Inc.;
Trustee, American AAdvantage Funds, (1987-Present);
Trustee, American AAdvantage Mileage Funds
(1995-Present).
</TABLE>

33
<PAGE>
<TABLE>
<CAPTION>

Position with
Name, Age and Address the AMR Trust Principal Occupation during Past 5 Years
- --------------------- ------------- ----------------------------------------

<S> <C> <C>
Roger T. Staubach (55) Trustee Chairman of the Board and Chief Executive Officer of
6750 LBJ Freeway the Staubach Company (a commercial real estate
Dallas, Texas 75240 company) (1982-Present); Director, Halliburton Company

(1991-Present); Director, First USA, Inc.
(1993-Present); Director, Columbus Realty Trust
(1994-Present); Member of the Advisory Board, The
Salvation Army; Trustee, Institute for Aerobics
Research; Member of Executive Council, Daytop/Dallas;
former quarterback of the Dallas Cowboys professional
football team; Trustee, American AAdvantage Mileage
Funds and American AAdvantage Funds (1995-Present).

Kneeland Youngblood, M.D. (41) Trustee Physician (1982-Present); President Youngblood
2305 Cedar Springs Road Enterprises, Inc. (a health care investment and
Suite 401 management firm) (1983-Present); Trustee, Teachers
Dallas, Texas 75201 Retirement System of Texas (1993-Present); Director,
United States Enrichment Corporation (1993-Present),
Director, Just For the Kids (1995-Present); Member,
Council on Foreign Relations (1995-Present); Trustee,
American AAdvantage Mileage Funds and American
AAdvantage Funds (1995-Present).

Nancy A. Eckl (35) Vice President Vice President, AMR Investment Services, Inc.
(1990-Present).

Michael W. Fields (43) Vice President Vice President, AMR Investment Services, Inc.
(1988-Present).

Barry Y. Greenberg (34) Vice President Director, Legal and Compliance, AMR Investment
and Assistant Services, Inc. (1995-Present); Branch Chief
Secretary (1992-1995) and Staff Attorney (1988-1992), Securities
and Exchange Commission.

</TABLE>

Position with
Name, Age and Address the AMR Trust Principal Occupation during Past 5 Years
- --------------------- ------------- ----------------------------------------

<S> <C> <C>
Rebecca L. Harris (30) Treasurer Director of Finance (1995-Present), Controller
(1991-1995), AMR Investment Services, Inc.

John B. Roberson (39) Vice President Vice President, AMR Investment Services, Inc.
(1991-Present).

Thomas E. Jenkins, Jr. (30) Assistant Secretary Senior Compliance Analyst, AMR Investment Services,
Inc. (1996-Present); Staff Accountant (1994-1996) and
Compliance Examiner (1991-1994), Securities and
Exchange Commission.

Adriana R. Posada (43) Assistant Secretary Senior Compliance Analyst (1996-Present) and
Compliance Analyst (1993-Present), AMR Investment
Services, Inc.; Special Sales Representative, American
Airlines, Inc. (1991-1993).

Clifford J. Alexander (53) Secretary Partner, Kirkpatrick & Lockhart LLP (law firm)

Robert J. Zutz (44) Assistant Secretary Partner, Kirkpatrick & Lockhart LLP (law firm)

</TABLE>

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

# The law firm of Akin, Gump, Strauss, Hauer & Feld LLP ("Akin, Gump") provides
legal services to American Airlines, Inc., an affiliate of AMR. Mr. Feld has
advised the AMR Trust that he has had no material involvement in the services
provided by Akin, Gump to American Airlines, Inc. and that he has received no
material benefit in connection with these services. Akin, Gump does not provide
legal services to AMR or the AMR Corporation.

* Messrs. Quinn and O'Sullivan, by virtue of their current or former positions,
are deemed to be "interested persons" of the AMR Trust as defined by the 1940
Act.

As compensation for their service to the AMR Trust, the Independent
Trustees and their spouses receive free air travel from American Airlines, Inc.,
an affiliate of AMR. The AMR Trust does not pay for these travel arrangements.
However, the AMR Trust compensates each Trustee with payments in an amount equal
to the Trustees' income tax on the value of this free airline travel. Mr.
O'Sullivan, who as a retiree of American Airlines, Inc. already receives free
airline travel, receives compensation annually of up to three round trip airline
tickets for each of his three children. Trustees are also reimbursed for any

35
<PAGE>

expenses incurred in attending Board meetings. These amounts are reflected in
the following table for the fiscal year ended October 31, 1997.

<TABLE>
<CAPTION>
Pension or Total
Aggregate Retirement Benefits Estimated Compensation
Compensation Accrued as part Annual From American
From the of the Benefits Upon AAdvantage
Name of Trustee Portfolio Portfolio's Expenses Retirement Funds Complex
--------------- --------- -------------------- ---------- -------------
<S> <C> <C> <C> <C>
Alan D. Feld $ $ 0 $ 0 $
Ben J. Fortson $ $ 0 $ 0 $
William F. Quinn $ $ 0 $ 0 $
John S. Justin $ $ 0 $ 0 $
Stephen D. O'Sullivan $ $ 0 $ 0 $
Roger T. Staubach $ $ 0 $ 0 $
Kneeland Youngblood $ $ 0 $ 0 $

</TABLE>

FUND EXPENSES

Each Fund pays its own expenses including, without limitation (i) expenses of
maintaining the Fund and continuing its existence, (ii) registration of the Fund
under the 1940 Act, (iii) auditing, accounting and legal expenses, (iv) taxes
and interest, (v) governmental fees, (vi) expenses of issue, sale, repurchase
and redemption of Fund shares, (vii) expenses of registering and qualifying the
Fund and its shares under federal and state securities laws and of preparing and
printing prospectuses for such purposes and for distributing the same to
shareholders, (viii) expenses of reports and notices to shareholders and of
meetings of shareholders and proxy solicitations thereof, (ix) expenses of
reports to governmental officers and commissions, (x) insurance expenses, (xi)
association membership dues, (xii) fees, expenses and disbursements of
custodians for all services to the Fund, (xiii) fees, expenses and disbursements
of transfer agents, dividend disbursing agents, shareholder servicing agents and
registrars for all services to the Fund, (xiv) expenses for servicing
shareholder accounts, (xv) compensation and expenses of Trustees of the Trust
who are not "interested persons" of the Trust, and (xvi) such nonrecurring items
as may arise, including expenses incurred in connection with litigation,
proceedings and claims and the obligation of the Fund to indemnify its Trustees
and officers with respect thereto.

DISTRIBUTION ARRANGEMENTS

Conseco Equity Sales, Inc. (the "Distributor") serves as the principal
underwriter for each Fund pursuant to an Underwriting Agreement, dated January
2, 1997. The Distributor is a registered broker-dealer and member of the
National Association of Securities Dealers, Inc. ("NASD"). Shares of each Fund
will be continuously offered and will be sold by brokers, dealers or other
financial intermediaries who have executed selling agreements with the
Distributor. Subject to the compensation arrangement discussed below, the
Distributor bears all the expenses of providing services pursuant to the

36
<PAGE>

Underwriting Agreement, including the payment of the expenses relating to the
distribution of Prospectuses for sales purposes and any advertising or sales
literature. The Underwriting Agreement continues in effect for two years from
initial approval and for successive one-year periods thereafter, provided that
each such continuance is specifically approved (i) by the vote of a majority of
the Trustees of the Trust, including a majority of the Trustees who are not
"interested persons" of the Trust (as that term is defined in the 1940 Act); or
(ii) by the vote of a majority of the outstanding voting securities of a Fund.
The Distributor is not obligated to sell any specific amount of shares of any
Fund.

The Distributor's principal address is 11815 N. Pennsylvania Street, Carmel,
Indiana 46032.

DISTRIBUTION AND SERVICE PLAN

The Trust has adopted a distribution and service plan dated March 28, 1997 for
Class A shares, and dated December ___, 1997 for Class B and Class C shares, of
each Fund (each a "Plan" and collectively the "Plans"), in accordance with the
requirements of Rule 12b-1 under the 1940 Act and the requirements of the
applicable rules of the NASD regarding asset-based sales charges.

Pursuant to the Plans, each Fund may compensate the Distributor for its
expenditures in financing any activity primarily intended to result in the sale
of the corresponding class of Fund shares and for maintenance and personal
service provided to existing shareholders of that class. Each Fund's Class A
Plan authorizes payments to the Distributor up to 0.50% annually of each Fund's
average daily net assets attributable to its Class A shares. Each Fund's Class B
Plan authorizes payments to the Distributor up to 1.00% annually of the Fund's
average daily net assets attributable to its Class B shares. Each Fund's Class C
Plan authorizes payments to the Distributor up to 1.00% annually of the Fund's
average daily net assets attributable to its Class C shares. See "Management -
The Adviser" above regarding the Distributor's voluntary agreement to waive its
fees and/or reimburse Fund expenses.

The Plans further provide for periodic payments by the Distributor to brokers,
dealers and other financial intermediaries for providing shareholder services
and for promotional and other sales related costs. The portion of payments under
a Fund's Class A, Class B or Class C Plan for shareholder servicing may not
exceed an annual rate of .25% of the average daily net asset value of Fund
shares of that class owned by clients of such broker, dealer or financial
intermediary.

In accordance with the terms of the Plans, the Distributor provides to each
Fund, for review by the Trustees, a quarterly written report of the amounts
expended under the Plans and the purpose for which such expenditures were made.
In the Trustees' quarterly review of the Plans, they will review the level of
compensation the Plans provide in considering the continued appropriateness of
the Plans.

The Plans were adopted by a majority vote of the Trustees of the Trust,
including at least a majority of Trustees who are not, and were not at the time
they voted, interested persons of the Trust and do not and did not have any
direct or indirect financial interest in the operation of the Plans, cast in
person at a meeting called for the purpose of voting on the Plans. The Trustees

37
<PAGE>

believe that there is a reasonable likelihood that the Plans will benefit each
Fund and its current and future shareholders. Among the anticipated benefits are
higher levels of sales and lower levels of redemptions of Class A, Class B and
Class C shares of each Fund, economies of scale, reduced expense ratios and
greater portfolio diversification.

Under their terms, the Plans remain in effect from year to year provided such
continuance is approved annually by vote of the Trustees in the manner described
above. The Plans may not be amended to increase materially the amount to be
spent under the Plans without approval of the shareholders of the affected Fund,
and material amendments to the Plans must also be approved by the Trustees in a
manner described above. The Plans may be terminated at any time, without payment
of any penalty, by vote of the majority of the Trustees who are not interested
persons of the Trust and have no direct or indirect financial interest in the
operations of the Plans, or by a vote of a majority of the outstanding voting
securities of the Fund affected thereby. The Plans will automatically terminate
in the event of their assignment.

PURCHASE AND REDEMPTION OF SHARES

For information regarding the purchase or redemption of Fund shares, see the
Prospectus.

RIGHTS OF ACCUMULATION. Each Fund offers to all qualifying investors Rights of
Accumulation under which investors are permitted to purchase Class A shares of
any Fund at the price applicable to the total of (a) the dollar amount then
being purchased plus (b) an amount equal to the then current net asset value of
the purchaser's holdings of shares of the Funds, shares of other series of the
Trust or shares of the money market fund currently managed by Federated
Investors (derived from the exchange of Fund shares on which an initial sales
charge was paid) and the current cash value of the variable annuity or variable
life contracts issued by affiliates of Conseco. Acceptance of the purchase order
is subject to confirmation of qualification. The rights of accumulation may be
amended or terminated at any time as to subsequent purchases.

LETTER OF INTENT. Any person may qualify for a reduced sales charge on purchases
of Class A shares made within a 13-month period pursuant to a Letter of Intent
(LOI). Class A shares acquired through the reinvestment of distributions do not
constitute purchases for purposes of the LOI. A Class A shareholder may include,
as an accumulation credit towards the completion of such LOI, the value of all
shares of all Funds of the Trust owned by the shareholder. Such value is
determined based on the net asset value on the date of the LOI. During the term
of an LOI, Boston Financial Data Services ("BFDS"), the Trust's transfer agent,
will hold shares in escrow to secure payment of the higher sales charge
applicable for shares actually purchased if the indicated amount on the LOI is
not purchased. Dividends and capital gains will be paid on all escrowed shares
and these shares will be released when the amount indicated on the LOI has been
purchased. A LOI does not obligate the investor to buy or the Fund to sell the
indicated amount of the LOI. If a Class A shareholder exceeds the specified

<PAGE>

amount of the LOI and reaches an amount which would qualify for a further
quantity discount, a retroactive price adjustment will be made at the time of
the expiration of the LOI. The resulting difference in offering price will
purchase additional Class A shares for the shareholder's account at the
applicable offering price. If the specified amount of the LOI is not purchased,
the shareholder shall remit to BFDS an amount equal to the difference between
the sales charge paid and the sales charge that would have been paid had the
aggregate purchases been made at a single time. If the Class A shareholder does
not within 20 days after a written request by BFDS pay such difference in sales
charge, BFDS will redeem an appropriate number of escrowed shares in order to
realize such difference. Additional information about the terms of the LOI are
available from your broker, dealer or other financial intermediary or from BFDS
at (800) 986-3384.

SYSTEMATIC WITHDRAWAL PLAN. The Systematic Withdrawal Plan ("SWP") is designed
to provide a convenient method of receiving fixed payments at regular intervals
from Class A, Class B and Class C shares of a Fund deposited by the applicant
under this SWP. The applicant must deposit or purchase for deposit shares of the
Fund having a total value of not less than $5,000. Periodic checks of $50 or
more will be sent to the applicant, or any person designated by him, monthly or
quarterly. Redemptions of Class B or Class C shares under the SWP will not be
subject to any contingent deferred sales charge so long as a shareholder does
not withdraw annually more than 12% of the SWP account.

Any income dividends or capital gain distributions on shares under the SWP will
be credited to the SWP account on the payment date in full and fractional shares
at the net asset value per share in effect on the record date.

SWP payments are made from the proceeds of the redemption of shares deposited in
a SWP account. Redemptions are taxable transactions to shareholders. To the
extent that such redemptions for periodic withdrawals exceed dividend income
reinvested in the SWP account, such redemptions will reduce and may ultimately
exhaust the number of shares deposited in the SWP account. In addition, the
amounts received by a shareholder cannot be considered as an actual yield or
income on his or her investment because part of such payments may be a return of
his or her capital.

The SWP may be terminated at any time (1) by written notice to the Fund or from
the Fund to the shareholder; (2) upon receipt by the Fund of appropriate
evidence of the shareholder's death; or (3) when all shares under the SWP have
been redeemed. The fees of the Fund for maintaining SWPs are paid by the Fund.

REDEMPTIONS IN KIND

Each Fund is obligated to redeem shares for any shareholder for cash during any
90-day period up to $250,000 or 1% of the net assets of the Fund, whichever is
less. Any redemptions beyond this amount also will be in cash unless the Board
determines that further cash payments will have a material adverse effect on
remaining shareholders. In such a case, the Fund will pay all or a portion of
the remainder of the redemptions in portfolio instruments, valued in the same
way as the Fund determines net asset value. The portfolio instruments will be
selected in a manner that the Board deems fair and equitable. A redemption in
kind is not as liquid as a cash redemption. If a redemption is made in kind, a
shareholder receiving portfolio instruments could receive less than the
redemption value thereof and could incur certain transaction costs.

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<PAGE>

SUSPENSION OF REDEMPTIONS

A Fund may not suspend a shareholder's right of redemption, or postpone payment
for a redemption for more than seven days, unless the NYSE is closed for other
than customary weekends or holidays, trading on the NYSE is restricted, or for
any period during which an emergency exists as a result of which (1) disposition
by a Fund of securities owned by it is not reasonably practicable, or (2) it is
not reasonably practicable for a Fund to fairly determine the value of its
assets, or for such other periods as the SEC may permit for the protection of
investors.

GENERAL

The Trustees themselves have the power to alter the number and terms of office
of the Trustees, and they may at any time lengthen their own terms or make their
terms of unlimited duration (subject to certain removal procedures) and appoint
their own successors, provided that always at least a majority of the Trustees
have been elected by the shareholders of the Trust. The voting rights of
shareholders are not cumulative, so that holders of more than 50 percent of the
shares voting can, if they choose, elect all Trustees being selected, while the
holders of the remaining shares would be unable to elect any Trustees. The Trust
is not required to hold annual meetings of shareholders for action by
shareholders' vote except as may be required by the 1940 Act or the Declaration
of Trust. The Declaration of Trust provides that shareholders can remove
Trustees by a vote of two-thirds of the vote of the outstanding shares. The
Trustees will call a meeting of shareholders to vote on the removal of a Trustee
upon the written request of the holders of 10 percent of the Trust's shares. In
addition, 10 or more shareholders meeting certain conditions and holding the
lesser of $25,000 worth or 1 percent of the Trust's shares may advise the
Trustees in writing that they wish to communicate with other shareholders for
the purpose of requesting a meeting to remove a Trustee. The Trustees will then
either give those shareholders access to the shareholder list or, if requested
by those shareholders, mail at the shareholders' expense the shareholders'
communication to all other shareholders.

Each issued and outstanding share of each class of a Fund is entitled to
participate equally in dividends and other distributions of the respective class
of the Fund and, upon liquidation or dissolution, in the net assets of that
class remaining after satisfaction of outstanding liabilities. The shares of
each Fund have no preference, preemptive or similar rights, and are freely
transferable. The exchange privilege for each class and the conversion rights of
Class B shares are described in the Prospectus.

Under Rule 18f-2 under the 1940 Act, as to any investment company which has two
or more series (such as the Funds) outstanding and as to any matter required to
be submitted to shareholder vote, such matter is not deemed to have been
effectively acted upon unless approved by the holders of a "majority" (as
defined in that rule) of the voting securities of each series affected by the
matter. Such separate voting requirements do not apply to the election of
Trustees or the ratification of the selection of accountants. The rule contains
special provisions for cases in which an advisory contract is approved by one or
more, but not all, series. A change in investment policy may go into effect as

40
<PAGE>

to one or more series whose holders so approve the change even though the
required vote is not obtained as to the holders of other affected series. Under
Rule 18f-3 under the 1940 Act, each class of a Fund shall have exclusive voting
rights on any matters submitted to shareholders that relate solely to a
particular class' arrangement, and shall have separate voting rights on any
matters submitted to shareholders in which the interests of one class differ
from the interests of any other class.

Under Massachusetts law, shareholders of the Trust may, under certain
circumstances, be held personally liable as partners for the obligations of the
Trust. The Declaration of Trust, however, contains an express disclaimer of
shareholder liability for acts or obligations of the Trust and requires that
notice of such disclaimer be given in each agreement, obligation or instrument
entered into or executed by the Trust or its Trustees. The Declaration of Trust
provides for indemnification and reimbursement of expenses out of Trust property
for any shareholder held personally liable for its obligations. The Declaration
of Trust also provides that the Trust shall, upon request, assume the defense of
any claim made against any shareholder for any act or obligation of the Trust
and satisfy any judgment thereon. Thus, while Massachusetts law permits a
shareholder of the Trust to be held personally liable as a partner under certain
circumstances, the risk of a shareholder's incurring financial loss on account
of shareholder liability is highly unlikely and is limited to the relatively
remote circumstances in which the Trust would be unable to meet its obligations.

The Declaration of Trust further provides that the Trustees will not be liable
for errors of judgment or mistakes of fact or law, but nothing in the
Declaration of Trust protects a Trustee against any liability to which he would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the conduct of his
office.

The Trust and the Adviser have Codes of Ethics governing the personal securities
transactions of officers and employees. These codes require prior approval for
certain transactions and prohibit transactions which may be deemed to conflict
with the securities trading of the Adviser's clients.

TAXES

GENERAL

To qualify for treatment as a regulated investment company ("RIC") under the
Internal Revenue Code of 1986, as amended ("Code"), each Fund -- which is
treated as a separate corporation for these purposes -- must distribute to its
shareholders for each taxable year at least 90% of its investment company
taxable income (consisting generally of net investment income, net short-term
capital gain and net gains from certain foreign currency transactions)
("Distribution Requirement") and must meet several additional requirements. For
each Fund, these requirements include the following: (1) the Fund must derive at
least 90% of its gross income each taxable year from dividends, interest,
payments with respect to securities loans and gains from the sale or other
disposition of securities or foreign currencies, or other income (including

41
<PAGE>

gains from options, futures or forward contracts) derived with respect to its
business of investing in securities or those currencies ("Income Requirement");
and (2) at the close of each quarter of the Fund's taxable year, (i) at least
50% of the value of its total assets must be represented by cash and cash items,
U.S. Government securities, securities of other RICs and other securities, with
those other securities limited, in respect of any one issuer, to an amount that
does not exceed 5% of the value of the Fund's total assets and that does not
represent more than 10% of the issuer's outstanding voting securities, and (ii)
not more than 25% of the value of its total assets may be invested in securities
(other than U.S. Government securities or the securities of other RICs) of any
one issuer. The International Fund, as an investor in the Portfolio, is deemed
to own a proportionate share of the Portfolio's assets, and to earn a
proportionate share of the Portfolio's income, for purposes of determining
whether the Fund satisfies the requirements described above to qualify as a RIC.

If Fund shares are sold at a loss after being held for six months or less, the
loss will be treated as long-term, instead of short-term, capital loss to the
extent of any capital gain distributions received on those shares.

Distributions, if any, in excess of a Fund's current or accumulated earnings and
profits, as computed for federal income tax purposes, will constitute a return
of capital, which first will reduce a shareholder's tax basis in the Fund's
shares and then (after such basis is reduced to zero) generally will give rise
to capital gains. Under the Taxpayer Relief Act of 1997 ("Tax Act"), different
maximum tax rates apply to net capital gain depending on the taxpayer's holding
period and marginal rate of federal income tax -- generally, 28% for gain on
capital assets held for more than one year but not more than 18 months and 20%
(10% for taxpayers in the 15% marginal tax bracket) on capital assets held for
more than 18 months. The Tax Act, however, does not address the application of
these rules to distributions of net capital gain by a RIC, including whether
those distributions may be treated by its shareholders in accordance with the
RIC's holding period for the assets it sold that generated the gain; the
application thereof must be determined by further legislation or future
regulations that are not available as this Prospectus is being prepared.
Accordingly, shareholders should consult their tax advisers as to the effect of
the Act on distributions by a Fund to them of net capital gain. Shareholders
electing to receive distributions in the form of additional shares will have a
cost basis for federal income tax purposes in each share so received equal to
the amount of cash they would have received had they elected to receive the
distributions in cash, divided by the number of shares received.

At the time of an investor's purchase of shares of a Fund, a portion of the
purchase price is often attributable to realized or unrealized appreciation in
the Fund's portfolio or undistributed taxable income. Consequently, subsequent
distributions from that appreciation (when realized) or income may be taxable to
the investor even if the net asset value of the investor's shares is, as a
result of the distributions, reduced below the investor's cost for the shares
and the distributions in reality represent a return of a portion of the purchase
price.

Each Fund will be subject to a non-deductible 4% federal excise tax ("Excise
Tax") on certain amounts not distributed (and not treated as having been

42
<PAGE>

distributed) on a timely basis in accordance with annual minimum distribution
requirements. Each Fund intends under normal circumstances to avoid liability
for such tax by satisfying distribution requirements.

THE RELATIONSHIP OF THE INTERNATIONAL FUND AND THE PORTFOLIO

The Portfolio has received a ruling from the Internal Revenue Service
("Service") to the effect that, among other things, the Portfolio is treated as
a separate partnership for federal income tax purposes and will not be a
"publicly traded partnership." As a result, the Portfolio is not subject to
federal income tax; instead, each investor in the Portfolio, such as the
Institutional Fund, is required to take into account in determining its federal
income tax liability its share of the Portfolio's income, gains, losses,
deductions and credits, without regard to whether it has received any cash
distributions from the Portfolio. Because each investor in the Portfolio that
intends to qualify as a RIC (such as the International Fund) is deemed to own a
proportionate share of the Portfolio's assets, and to earn a proportionate share
of the Portfolio's income, for purposes of determining whether the investor
satisfies the requirements described above to qualify as a RIC, the Portfolio
intends to conduct its operations so that those investors will be able to
satisfy all those requirements.

Distributions to the International Fund from the Portfolio (whether pursuant to
a partial or complete withdrawal or otherwise) will not result in the Fund's
recognition of any gain or loss for federal income tax purposes, except that (1)
gain will be recognized to the extent any cash that is distributed exceeds the
Fund's basis for its interest in the Portfolio before the distribution, (2)
income or gain will be recognized if the distribution is in liquidation of the
Fund's entire interest in the Portfolio and includes a disproportionate share of
any unrealized receivables held by the Portfolio, and (3) loss will be
recognized if a liquidation distribution consists solely of cash and/or
unrealized receivables. The Fund's basis for its interest in the Portfolio
generally will equal the amount of cash the Fund invests in the Portfolio,
increased by the Fund's share of the Portfolio's net income and gains and
decreased by (a) the amount of cash and the basis of any property the Portfolio
distributes to the Fund and (b) the Fund's share of the Portfolio's losses.

INCOME FROM FOREIGN SECURITIES

Dividends and interest received by a Fund or the Portfolio may be subject to
income, withholding or other taxes imposed by foreign countries and U.S.
possessions ("foreign taxes") that would reduce the yield on its securities. Tax
conventions between certain countries and the United States may reduce or
eliminate these foreign taxes, however, and many foreign countries do not impose
taxes on capital gains in respect of investments by foreign investors. If more
than 50% of the value of the International Fund's total assets (taking into
account its proportionate share of the Portfolio's assets) at the close of any
taxable year consists of securities of foreign corporations, the Fund will be
eligible to, and may, file an election with the Service that will enable its
shareholders, in effect, to receive the benefit of the foreign tax credit with
respect to its proportionate share of any foreign taxes paid by the Portfolio
("Fund's foreign taxes"). Pursuant to that election, the Fund would treat its
foreign taxes as dividends paid to its shareholders, and each shareholder would
be required to (1) include in gross income, and treat as paid by him, his

43
<PAGE>

proportionate share of the Fund's foreign taxes, (2) treat his share of those
taxes and of any dividend paid by the Fund that represents its proportionate
share of the Portfolio's income from foreign or U.S. possessions sources as his
own income from those sources, and (3) either deduct the taxes deemed paid by
him in computing his taxable income or, alternatively, use the foregoing
information in calculating the foreign tax credit against his federal income
tax. The Fund will report to its shareholders shortly after each taxable year
their respective shares of the Fund's foreign taxes and income (taking into
account its proportionate share of the Portfolio's income) from sources within
foreign countries and U.S. possessions if it makes this election. Pursuant to
the Tax Act, after 1997 individuals who have no more than $300 ($600 for married
persons filing jointly) of creditable foreign taxes included on Forms 1099 and
have no foreign source non-passive income will be able to claim a foreign tax
credit without having to file the detailed Form 1116.

Each Fund and the Portfolio may invest in the stock of passive foreign
investment companies (PFICs). A PFIC is a foreign corporation other than a
"controlled foreign corporation" (I.E., a foreign corporation in which, on any
day during its taxable year, more than 50% of the total voting power of all
voting stock therein or the total value of all stock therein is owned, directly,
indirectly, or constructively, by "U.S. shareholders," defined as U.S. persons
that individually own, directly, indirectly, or constructively, at least 10% of
that voting power) as to which the Fund is a U.S. shareholder (not effective in
the case of the International Fund and the Portfolio until after October 31,
1998) that, in general, meets either of the following tests: (1) at least 75% of
its gross income is passive or (2) an average of at least 50% of its assets
produce, or are held for the production of, passive income. Under certain
circumstances, a Fund will be subject to federal income tax on a part (or, in
the case of the International Fund, its proportionate share of a part) of any
excess distribution received by it (or in the case of the International Fund, by
the Portfolio) on the stock of a PFIC or of any gain on the Fund's (or in the
case of the International Fund, the Portfolio's) disposition of the stock
(collectively "PFIC income"), plus interest thereon, even if the Fund
distributes the PFIC income as a taxable dividend to its shareholders. The
balance of the PFIC income will be included in the Fund's investment company
taxable income and, accordingly, will not be taxable to it to the extent that
income is distributed to its shareholders. The International Portfolio currently
does not intend to acquire securities that are considered PFICs.

If a Fund or the Portfolio invests in a PFIC and elects to treat the PFIC as a
qualified electing fund (QEF), then in lieu of the foregoing tax and interest
obligation, the Fund, or in the Portfolio's case the International Fund, would
be required to include in income each year its pro rata share (taking into
account, in the case of the International Fund, its proportionate share of the
Portfolio's pro rata share) of the QEF's annual ordinary earnings and net
capital gain (the excess of net long-term capital gain over net short-term
capital loss) -- which likely would have to be distributed by the Fund, or in
the Portfolio's case the International Fund, to satisfy the Distribution
Requirement and avoid imposition of the Excise Tax -- even if those earnings and
gain were not distributed thereto by the QEF. In most instances it will be very
difficult, if not impossible, to make this election because of certain
requirements thereof.

44
<PAGE>

Each Fund and the Portfolio (in the case of the latter and the International
Fund, after the taxable year ending October 31, 1998) may elect to "mark to
market" its stock in any PFIC. "Marking-to-market," in this context, means
including in ordinary income each taxable year the excess, if any, of the fair
market value of the PFIC's stock over the adjusted basis therein as of the end
of that year. Pursuant to the election, a Fund or the Portfolio also will be
allowed to deduct (as an ordinary, not capital, loss) the excess, if any, of its
adjusted basis in PFIC stock over the fair market value thereof as of the
taxable year-end, but only to the extent of any net mark-to-market gains with
respect to that stock included in income for prior taxable years. The adjusted
basis in each PFIC's stock with respect to which this election is made will be
adjusted to reflect the amounts of income included and deductions taken under
the election. Regulations proposed in 1992 would provide a similar election for
RICs with respect to the stock of certain PFICs.

Foreign exchange gains and losses realized by a Fund or the Portfolio in
connection with certain transactions involving foreign currency-denominated debt
securities, certain foreign currency futures and options, foreign currency
positions and payables or receivables (e.g., dividends or interest receivable)
denominated in a foreign currency are subject to section 988 of the Code, which
generally causes those gains and losses to be treated as ordinary income and
losses and may affect the amount, timing and character of distributions to
shareholders. Any gains from the disposition of foreign currencies could, under
future Treasury regulations, produce income that is not "qualifying income"
under the Income Requirement.

INVESTMENTS IN DEBT SECURITIES

If a Fund or the Portfolio invests in zero coupon securities, payment-in-kind
securities and/or certain deferred interest securities (and, in general, any
other securities with original issue discount or with market discount if an
election is made to include market discount in income currently), it must accrue
income on those investments prior to the receipt of cash payments or interest
thereon. However, each Fund must distribute to its shareholders, at least
annually, all or substantially all of its investment company taxable income,
including such accrued and other non-cash income, (including, in the case of the
International Fund, its proportionate share of such income of the Portfolio) to
satisfy the Distribution Requirement and avoid imposition of the Excise Tax.
Therefore, a Fund or the Portfolio may have to dispose of its portfolio
securities under disadvantageous circumstances to generate cash, or may have to
leverage itself by borrowing the cash, to make the necessary distributions.

Investment in debt obligations that are at risk of or in default presents
special tax issues for any Fund or the Portfolio that holds such obligations.
Tax rules are not entirely clear about issues such as when a Fund may cease to
accrue interest, original issue discount or market discount, when and to what
extent deductions may be taken for bad debts or worthless securities, how
payments received on obligations in default should be allocated between
principal and income, and whether exchanges of debt obligations in a workout
context are taxable. These and other issues will be addressed by any Fund that
holds such obligations (including the International Fund if the Portfolio holds
such obligations) in order to seek to reduce the risk of distributing

45
<PAGE>

insufficient income to qualify for treatment as a RIC and of becoming subject to
federal income tax or the Excise Tax.

HEDGING STRATEGIES

The use of hedging strategies, such as writing (selling) and purchasing options
and futures contracts and entering into forward contracts, involves complex
rules that will determine for income tax purposes the character and timing of
recognition of the gains and losses a Fund realizes in connection therewith.
Gains from options, futures and forward contracts derived by a Fund (or, in the
case of the International Fund, by the Portfolio) with respect to its business
of investing in securities or foreign currencies - and as noted above, gains
from the disposition of foreign currencies (except certain gains that may be
excluded by future regulations) -- will qualify as permissible income under the
Income Requirement.

Certain options and futures in which the Funds or the Portfolio may invest will
be "section 1256 contracts." Section 1256 contracts held by a Fund or the
Portfolio at the end of each taxable year, other than section 1256 contracts
that are part of a mixed straddle with respect to which a Fund or Portfolio has
made an election not to have the following rules apply, must be marked-to-market
(that is, treated as sold for their fair market value) for federal income tax
purposes, with the result that unrealized gains or losses will be treated as
though they were realized. Sixty percent of any net gain or loss recognized on
these deemed sales, and 60% of any net realized gain or loss from any actual
sales of section 1256 contracts, will be treated as long-term capital gain or
loss, and the balance will be treated as short-term capital gain or loss. It is
not entirely clear, as of the date of this SAI, whether the 60% portion of that
capital gain that is treated as long-term capital gain will qualify for the
reduced maximum tax rate on net capital gain enacted by the Relief Act noted
above -- 20% (10% for taxpayers in the 15% marginal tax bracket) on capital
assets held for more than 18 months -- instead of the maximum rate in effect
before that legislation, 28%, which now applies to gain on capital assets held
for more than one year but not more than 18 months. Section 1256 contracts also
may be marked-to-market for purposes of the Excise Tax.

Code section 1092 (dealing with straddles) also may affect the taxation of
options and futures contracts in which the Funds and the Portfolio may invest.
Section 1092 defines a straddle as offsetting positions with respect to personal
property; for these purposes, options and futures contracts are personal
property. Section 1092 generally provides that any loss from the disposition of
a position in a straddle may be deducted only to the extent the loss exceeds the
unrealized gain on the offsetting position(s) of the straddle. Section 1092 also
provides certain wash sale rules, which apply to transactions where a position
is sold at a loss and a new offsetting position is acquired within a prescribed
period, and short sale rules applicable to straddles. If a Fund or the Portfolio
makes certain elections, the amount, character and timing of the recognition of
gains and losses from the affected straddle positions would be determined under
rules that vary according to the elections made. Because only a few of the
regulations implementing the straddle rules have been promulgated, the tax
consequences to the Funds of straddle transactions are not entirely clear.

46
<PAGE>

If a Fund or the Portfolio has an "appreciated financial position" -- generally,
an interest (including an interest through an option, futures or forward
contract, or short sale) with respect to any stock, debt instrument (other than
"straight debt") or partnership interest the fair market value of which exceeds
its adjusted basis -- and enters into a "constructive sale" of the same or
substantially similar property, the Fund or the Portfolio will be treated as
having made an actual sale thereof, with the result that gain will be recognized
at that time. A constructive sale generally consists of a short sale, an
offsetting notional principal contract or futures or forward contract entered
into by the Fund or the Portfolio or a related person with respect to the same
or substantially similar property. In addition, if the appreciated financial
position is itself a short sale or such a contract, acquisition of the
underlying property or substantially similar property will be deemed a
constructive sale.

The foregoing discussion relates solely to U.S. federal income tax law as
applicable to U.S. persons (i.e., U.S. citizens and residents and U.S. domestic
corporations, partnerships, trusts and estates) subject to tax under that law.
The discussion does not address special tax rules applicable to certain classes
of investors, such as tax-exempt entities, insurance companies and financial
institutions. Dividends, capital gain distributions and ownership of or gains
realized on the redemption (including an exchange) of the shares of a Fund may
also be subject to state and local taxes. Shareholders should consult their own
tax advisers as to the federal, state or local tax consequences of ownership of
shares of, and receipt of distributions from, the Funds in their particular
circumstances.

OTHER INFORMATION

CUSTODIAN

Portfolio securities of each Fund are held pursuant to a Custodian Agreement
between the Trust and The Bank of New York, 90 Washington Street, 22nd Floor,
New York, New York 10826. State Street Bank and Trust Company ("State Street")
serves as custodian of the International Portfolio's assets. The Bank of New
York also performs certain administrative services for the Funds pursuant to
agreements with Conseco Services, LLC.

TRANSFER AGENCY SERVICES

State Street is the transfer agent for each Fund.

INDEPENDENT PUBLIC ACCOUNTANTS/AUDITOR

Coopers & Lybrand L.L.P., 2900 One American Square, Box 82002, Indianapolis,
Indiana 46282-0002 serves as the Trust's independent public accountant. The
independent auditor of the International Portfolio is Ernst & Young LLP, Dallas,
Texas.

47
<PAGE>

FINANCIAL STATEMENTS

Financial Statements dated October 31, 1997 for the International Equity
Portfolio, a series of AMR Investment Services Trust, are incorporated by
reference in this Statement of Additional Information from ______________.

<PAGE>

CONSECO FUND GROUP:
Conseco 20 Fund
High Yield Fund
International Fund

PART C

OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements included in Part B of this Registration
Statement:

(1) The audited financial statements dated October 31, 1997 for
the International Equity Portfolio, a series of AMR
Investment Services Trust and the report of the independent
auditors will be filed by amendment.

(b) Exhibits:

(1) Agreement and Declaration of Trust1/

(2) By-laws1/

(3) Voting trust agreement - None

(4)(a) Agreement and Declaration of Trust of Conseco Fund Group,
Articles V, VI, VII, VIII, and X 1/

(b) By-laws of Conseco Fund Group, Articles II, V, and VII 1/

(5)(a) Investment Advisory Agreement between Conseco Fund Group
and Conseco Capital Management, Inc. with respect to the
Conseco 20 Fund (to be filed)

(b) Investment Advisory Agreement between Conseco Fund Group
and Conseco Capital Management, Inc. with respect to the
High Yield Fund (to be filed)

(c) Investment Advisory Agreement between Conseco Fund Group
and Conseco Capital Management, Inc. with respect to
the International Fund (to be filed)

- ----------------
1/ Incorporated by reference from the Registrant's registration statement, SEC
File No. 333-13185, filed on October 1, 1996.
<PAGE>

(6) Principal Underwriting Agreement between Conseco Fund
Group and Conseco Equity Sales, Inc.2/

(7) Bonus, profit sharing or pension plans - None

(8) Custody Agreement between Conseco Fund Group and The Bank
of New York 2/

(9)(a) Administration Agreement between Conseco Fund Group and
Conseco Services, LLC 2/

(b) Sub-Administration Agreement between Conseco Services,
LLC and The Bank of New York 2/

(d) Transfer Agency Agreement between Conseco Fund Group
and State Street Bank and Trust Company 2/

(10) Opinion and Consent of Counsel as to the Legality of
the Securities being Registered (to be filed)

(11) Consent of Independent Accountants (to be filed)

(12) Financial statements omitted from prospectus - None

(13) Letter of investment intent - None

(14) Prototype retirement plan - None

(15)(a) Class B and C Plan of Distribution and Service pursuant
to Rule 12b-1 with respect to the Conseco 20 Fund (to be
filed)

(b) Class B and C Plan of Distribution and Service pursuant
to Rule 12b-1 with respect to the High Yield Fund (to
be filed)

(c) Class B and C Plan of Distribution and Service pursuant
to Rule 12b-1 with respect to the International Fund (to
be filed)

(d) Selling Group Agreement 3/

- ----------------
2/ Incorporated by reference from Post-Effective Amendment No. 1 to the
registration statement, SEC File No. 333-13185, filed July 30, 1997.

-2-
<PAGE>

(16) Performance Computation Schedule - None

(17) Financial Data Schedule (to be filed)

(18) Plan pursuant to Rule 18f-3 (to be filed)

ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL.

None.

ITEM 26. NUMBER OF HOLDERS OF SECURITIES.

Number of Record Holders
Title of Class October 10, 1997
-------------- ------------------------
Conseco 20 Fund
Class A shares 0
Class B shares 0
Class C shares 0
Class Y shares 0
High Yield Fund
Class A shares 0
Class B shares 0
Class C shares 0
Class Y shares 0
International Fund
Class A shares 0
Class B shares 0
Class C shares 0
Class Y shares 0

- ----------------
3/ Incorporated by reference from Pre-Effective Amendment No. 1, to Registrant's
registration statement SEC File No. 333-13185, filed on December 20, 1996.

-3-
<PAGE>

ITEM 27. INDEMNIFICATION.

Reference is made to Articles II and V of the Agreement and Declaration
of Trust incorporated by reference from the Registrant's registration statement,
SEC File No. 333-13185, filed previously on October 1, 1996.

ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.

Conseco Capital Management, Inc. (the "Adviser") is an Indiana
corporation which offers investment advisory services. The Adviser is a
wholly-owned subsidiary of Conseco, Inc., also an Indiana corporation, a
publicly owned financial services company. Both the Adviser's and Conseco,
Inc.'s offices are located at 11825 N. Pennsylvania Street, Carmel, Indiana
46032.

Information as to the officers and directors of the Adviser is included
in its current Form ADV filed with the SEC and is incorporated by reference
herein.

ITEM 29. PRINCIPAL UNDERWRITERS.

Conseco Equity Sales, Inc. serves as the Registrant's principal
underwriter. Conseco Equity Sales, Inc. also serves as distributor of one other
investment company, Conseco Series Trust.

The following information is furnished with respect to the officers and
directors of Conseco Equity Sales, Inc. The principal business address of each
person listed is 11815 N. Pennsylvania Street, Carmel, Indiana 46032.

Name and Principal Positions and Offices Positions and Offices
Business Address with Principal Underwriter with Registrant
---------------- -------------------------- ---------------------
<S> <C> <C>

L. Gregory Gloeckner President None

William P. Latimer Vice President, Senior Vice President and Secretary
Counsel, Secretary, and
Director

James S. Adams Senior Vice President, Treasurer, Principal Financial and
Treasurer, and Director Accounting Officer

William T. Devanney, Jr. Senior Vice President, Vice President,
Corporate Taxes Corporate Taxes
</TABLE>

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<PAGE>

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.

The accounts, books and other documents required to be maintained by
the Registrant pursuant to Section 31(a) of the Investment Company Act of 1940
and the rules promulgated thereunder are in the possession of the Adviser or the
registrant's custodian, The Bank of New York, 90 Washington Street, 22nd Floor,
New York, New York 10826.

ITEM 31. MANAGEMENT SERVICES.

Not applicable.

ITEM 32. UNDERTAKINGS.

1. Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's latest annual report to
shareholders upon request and without charge.

2. Registrant hereby undertakes to hold a meeting of shareholders for
the purpose of voting upon the question of removal of a Trustee or Trustees when
requested to do so by the holders of at least 10 percent of the outstanding
shares, and in connection with such meeting to assist in communications with
other shareholders as required by section 16(c) of the 1940 Act.

-5-
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, the Registrant , Conseco
Fund Group, has duly caused this Post-Effective Amendment No. 2 to its
Registration Statement on Form N-1A to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of Carmel and State of Indiana
on the 10th day of October, 1997.

CONSECO FUND GROUP

By: /s/ Maxwell E. Bublitz
--------------------------------------
Maxwell E. Bublitz
President (Principal Executive Officer)
and Trustee

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 2 to the Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.

Signature Title Date
- --------- ----- ----
<S> <C> <C>

/s/ Maxwell E. Bublitz President (Principal Executive October 10, 1997
- --------------------------- Officer) and Trustee
Maxwell E. Bublitz

/s/ James S. Adams Treasurer (Principal Financial and October 10, 1997
- --------------------------- Accounting Officer)
James S. Adams

/s/ William P. Daves, Jr.* Chairman of the Board and Trustee October 10, 1997
- ---------------------------
William P. Daves, Jr.

/s/ Gregory J. Hahn * Trustee October 10, 1997
- ---------------------------
Gregory J. Hahn

/s/ Harold W. Hartley * Trustee October 10, 1997
- ---------------------------
Harold W. Hartley

/s/ R. Jan LeCroy * Trustee October 10, 1997
- ---------------------------
Dr. R. Jan LeCroy

/s/ Jesse H. Parrish * Trustee October 10, 1997
- ---------------------------
Dr. Jesse H. Parrish

/s/ William P. Latimer October 10, 1997
- ---------------------------
*By: William P. Latimer
Attorney-In-Fact

</TABLE>

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<PAGE>

SIGNATURES

AMR Investment Services Trust has duly caused this Post-Effective Amendment
No. 2 to the Registration Statement on Form N-1A of Conseco Fund Group to be
signed on its behalf by the undersigned only with respect to disclosures
relating to the International Equity Portfolio, a series of the AMR Investment
Services Trust, hereunto duly authorized, in the City of Fort Worth and the
State of Texas on October 10, 1997.

AMR INVESTMENT SERVICES TRUST

By: /s/ William F. Quinn
-----------------------------
William F. Quinn
President

Attest:

/s/ Barry Y. Greenberg
- ------------------------------------------
Barry Y. Greenberg
Vice President and Assistant Secretary

This Post-Effective Amendment No. 2 to the Registration Statement on Form
N-1A of Conseco Fund Group has been signed by the following persons in the
capacities and on the dates indicated only with respect to disclosures relating
to the International Equity Portfolio, a series of the AMR Investment Services
Trust.

Signatures Title Date
---------- ----- ----

/s/ William F. Quinn
- ---------------------------
William F. Quinn President and Trustee October 10, 1997

/s/ Alan D. Feld*
- ---------------------------
Alan D. Feld Trustee October 10, 1997

/s/ Ben J. Fortson*
- ---------------------------
Ben J. Fortson Trustee October 10, 1997

/s/ John S. Justin*
- ---------------------------
John S. Justin Trustee October 10, 1997

<PAGE>

Signatures Title Date
---------- ----- ----

- ---------------------------
Stephen D. O'Sullivan Trustee October 10, 1997

/s/ Roger T. Staubach*
- ---------------------------
Roger T. Staubach Trustee October 10, 1997

/s/ Kneeland Youngblood*
- ---------------------------
Kneeland Youngblood Trustee October 10, 1997

*By: /s/ William F. Quinn
----------------------------------
William F. Quinn, Attorney-In-Fact

<PAGE>

EXHIBIT INDEX

Exhibit
Number Description
------- -----------

(b) Exhibits:

(1) Agreement and Declaration of Trust1/

(2) By-laws1/

(3) Voting trust agreement - None

(4)(a) Agreement and Declaration of Trust of Conseco Fund
Group, Articles V, VI, VII, VIII, and X1/

(b) By-laws of Conseco Fund Group, Articles II, V, and
VII 1/

(5)(a) Investment Advisory Agreement between Conseco Fund
Group and Conseco Capital Management, Inc. with
respect to the Conseco 20 Fund (to be filed)

(b) Investment Advisory Agreement between Conseco Fund
Group and Conseco Capital Management, Inc. with
respect to the High Yield Fund (to be filed)

(c) Investment Advisory Agreement between Conseco Fund
Group and Conseco Capital Management, Inc. with
respect to the International Fund (to be filed)

(6) Principal Underwriting Agreement between Conseco
Fund Group and Conseco Equity Sales, Inc.2/

(7) Bonus, profit sharing or pension plans - None

(8) Custody Agreement between Conseco Fund Group and
The Bank of New York2/

- -------------------
1/ Incorporated by reference from the Registrant's registration statement, SEC
File No. 333-13185, filed on October 1, 1996.

2/ Incorporated by reference from Post-Effective Amendment No. 1 to the
registration statement, SEC File No. 333-13185, filed July 30, 1997.

-7-
<PAGE>

(9)(a) Administration Agreement between Conseco Fund
Group and Conseco Services, LLC2/

(b) Sub-Administration Agreement between Conseco
Services, LLC and The Bank of New York2/

(d) Transfer Agency Agreement between Conseco Fund
Group and State Street Bank and Trust Company2/

(10) Opinion and Consent of Counsel as to the Legality
of the Securities being Registered (to be filed)

(11) Consent of Independent Accountants (to be filed)

(12) Financial statements omitted from prospectus -
None

(13) Letter of investment intent - None

(14) Prototype retirement plan - None

(15)(a) Class B and C Plan of Distribution and Service
pursuant to Rule 12b-1 with respect to the Conseco
20 Fund (to be filed)

(b) Class B and C Plan of Distribution and Service
pursuant to Rule 12b-1 with respect to the High
Yield Fund (to be filed)

(c) Class B and C Plan of Distribution and Service
pursuant to Rule 12b-1 with respect to the
International Fund (to be filed)

(d) Selling Group Agreement3

(16) Performance Computation Schedule - None

(17) Financial Data Schedule (to be filed)

(18) Plan pursuant to Rule 18f-3 (to be filed)

- ----------------
3/ Incorporated by reference from Pre-Effective Amendment No. 1, to Registrant's
registration statement SEC File No. 333-13185, filed on December 20, 1996.

-8-