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File No. 333-13185
Rule 497 (e)
CONSECO FUND GROUP
SUPPLEMENT DATED FEBRUARY 21, 1997
TO CLASS A SHARES PROSPECTUS DATED JANUARY 2, 1997
On February 21, 1997, the Board of Trustees met to
approve an increase in the distribution fee payable under the
Distribution and Service Plans (the 12b-1 Plans ) for Class A
shares of the Funds described in the Funds January 2, 1997
prospectus and to approve proxy materials for a special
meeting of shareholders to be held on or about March 28, 1997.
The Board of Trustees also voted to approve, among other
things, the investment advisory agreements for the Equity,
Asset Allocation and Fixed Income Funds (collectively, the
Funds ). Pending shareholder approval of the investment
a d visory agreements and the 12b-1 Plans, the Trust s
investment adviser and principal underwriter will waive all
fees payable from the Funds under the advisory agreements and
12b-1 Plans. The Trust s Class A Prospectus should generally
be read in light of the Board s actions and the following
changes:
1. Fee Table. Subject to shareholder approval of the
new 12b-1 Plans, the disclosure in the Fee Table on page 3
will be revised to read as follows:
FEE TABLE
The following fee table is provided to assist investors
in understanding the various costs and expenses which may be
borne directly or indirectly by an investment in Class A
shares of the Funds.
<TABLE>
<CAPTION>
Asset Fixed
Shareholder Transaction Equity Allocat
Expenses ion Income
<C> <C>
<S> <C>
Maximum Sales Charge Imposed
on Purchase (as a percentage 5% 5% 5%
of offering price)
Maximum Sales Charge Imposed
on Reinvested Dividends (as a None None None
percentage of offering price)
Deferred Sales Charge None None None
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Redemption Fees None None None
Annual Fund Operating Expenses
(as a percentage of average
net assets)
(1)
Management Fees .70% .70% .40%
Administrative Fees .20% .20% .20%
12b-1 Distribution and Service .50% .50% .65%
(2) Fees
Other Expenses (less voluntary .10% .10% 0%
fee waivers and
reimbursements)
Total Operating Expenses 1.50% 1.50% 1.25% (3)
(after reimbursement)
</TABLE>
(1) The Adviser has voluntarily undertaken to reduce its
advisory fee with respect to the Fixed Income Fund to .40% of
the Fund s average daily net assets until April 30, 1998.
Absent such undertaking, the advisory fee would have been .45%
of the Fund s average daily net assets.
(2) As a result of 12b-1 fees, a long-term shareholder in the
Funds may pay more than the economic equivalent of the maximum
s a les charges permitted by the Rules of the National
Association of Securities Dealers, Inc.
(3) The expense information set forth above reflects a
voluntary commitment of Conseco Capital Management, Inc.,
Conseco Services LLC and Conseco Equity Sales, Inc. to waive
their fees and/or reimburse to the Funds a portion of the fees
due them under the Investment Advisory Agreement,
Administration Agreement and/or Distribution and Service Plan
through April 30, 1998. The voluntary commitment provides
that the Total Operating Expenses for the Funds, on an annual
basis, will not exceed the amounts set forth above, which
amounts remain unchanged from the Total Operating Expenses set
forth in the January 2, 1997 prospectus. In the absence of
such reimbursements, it is estimated that the Total Operating
Expenses would be 1.70%, 1.70% and 1.55%, for the Equity,
Asset Allocation and Fixed Income Funds, respectively.
2. Distribution and Service Plan. Also subject to
shareholder approval of the 12b-1 Plans authorized by the
Board of Trustees on February 21, 1997, the disclosure on page
13 under the heading entitled MANAGEMENT and the subheading
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entitled Distribution and Service Plan for Class A Shares
will be revised to read as follows:
The Funds have adopted Distribution and Service
P l a ns for Class A shares to compensate the
Distributor for the distribution of Class A shares
and servicing the accounts of Class A shareholders.
The Plans provide for periodic payments to brokers
who provide services to accounts that hold Class A
shares and for promotional and other sales related
costs. The Equity Fund s Plan and the Asset
Allocation Fund s Plan authorize payments to Conseco
Equity Sales, Inc. (the Distributor ) up to 0.50%,
and the Fixed Income Fund s Plan up to 0.65%,
annually of each Fund s average daily net assets
attributable to its Class A shares. Up to .25% of
the fee may be paid to dealers in the form of a
trail or maintenance fee after the first full year
of investment in an amount equal to an annual rate
of .25% of Class A s daily net assets owned by
clients of such dealers.
WDC: 7134_1
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