CONSECO FUND GROUP, 485APOS, 1998-12-30

CONSECO FUND GROUP
485APOS, 1998-12-30

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As Filed With The Securities And Exchange Commission on December 30, 1998
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. 9
-------

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
----
Amendment No. 10

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)
[ X ] 60 days after filing pursuant to Rule 485(a)(i)
----
[____] On __________________ pursuant to Rule 485(a)(i)
[____] 75 days after filing pursuant to Rule 485(a)(ii)
[____] On _________________ pursuant to Rule 485(a)(ii)

<PAGE>

CONSECO FUND GROUP
Conseco Fixed Income Fund
Conseco High Yield Fund
Conseco Balanced Fund
Conseco Equity Fund
Conseco International Fund
Conseco 20 Fund
Conseco Convertible Securities Fund

Contents of Registration Statement

This Registration Statement consists of the following papers and documents:

o Cover Sheet

CONTENTS OF REGISTRATION STATEMENT:

o Cross Reference Sheet

o Part A - Prospectus, Class A , B and C

Prospectus, Class Y

o Part B - Statement of Additional Information, Class A, B and C

o Statement of Additional Information, Class Y

o Part C - Other Information

o Signature Pages

o Exhibits

2
<PAGE>

CONSECO FUND GROUP
Conseco Fixed Income Fund
Conseco High Yield Fund
Conseco Balanced Fund
Conseco Equity Fund
Conseco International Fund
Conseco 20 Fund
Conseco Convertible Securities Fund

REGISTRATION STATEMENT ON FORM N-1A
CROSS REFERENCE SHEET

N-1A Location in
Item No. Registration Statement
-------- ----------------------

Part A: Information Required in Prospectus
------------------------------------------

1. Front and Back Cover Pages Front Cover Page, Back
Cover Page (For More
Information)

2. Risk/Return Summary: Investments, Risks Introduction; The Funds,
and Performance Principal Risk
Considerations

3. Risk/Return Summary: Fee Table Fees and Expenses

4. Investment Objectives, Principal Introduction; The Funds,
Investment Strategies, and Principal Risk
Related Risks Considerations

5. Management's Discussion of Fund Performance Not Applicable

6. Management, Organization, and Capital Management
Structure

7. Shareholder Information Your Account

8. Distribution Arrangements Your Account

9. Financial Highlights Information Financial Highlights

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

10. Cover Page and Table of Contents Cover Page; Table of
Contents

11. Fund History General Information

12. Description of the Fund and Its Investment Restrictions;
Investments and Risks Investment Strategies;
Temporary Defensive
Positions; Portfolio
Turnover; Description of
Securities and Investment
Techniques

3
<PAGE>

N-1A Location in
Item No. Registration Statement
-------- ----------------------

13. Management of the Fund Additional Information
About the Master-Feeder
Structure; Management

14. Control Persons and Principal Holders of Control Persons and
Securities Principal Holders of
Securities

15. Investment Advisory and Other Services Management

16. Brokerage Allocation and Other Practices Securities Transactions

17. Capital Stock and Other Securities Information on
Capitalization and Other
Matters

18. Purchase, Redemption,. And Pricing of Purchase, Redemption and
Shares Pricing of Shares; Fund
Expenses

19. Taxation of the Fund Taxes

20. Underwriters Distribution Arrangements

21. Calculation Performance Data Investment Performance

22. Financial Statements Financial Statements

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

23. Exhibits Financial Statements and
Exhibits

24. Persons Controlled By or Under Common Persons Controlled By or
Control Under Common Control

25. Indemnification Indemnification

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

27. Principal Underwriters Principal Underwriters

28. Location of Accounts and Records Location of Accounts and
Records

29. Management Services Management Services

30. Undertakings Undertakings

4
<PAGE>

[front cover]

CONSECO FUND GROUP

[_________], 1999 Prospectus

Class A, B and C Shares

Conseco Fixed Income Fund
Conseco High Yield Fund
Conseco Convertible Securities Fund
Conseco Balanced Fund
Conseco Equity Fund
Conseco International Fund
Conseco 20 Fund

As with any mutual fund, the Securities and Exchange Commission (SEC) has not
approved or disapproved of these securities or determined whether this
prospectus is adequate or complete. Any representation to the contrary is a
criminal offense.

<PAGE>

TABLE OF CONTENTS

THE FUNDS

Conseco Fixed Income Fund
Conseco High Yield Fund
Conseco Convertible Securities Fund
Conseco Balanced Fund
Conseco Equity Fund
Conseco International Fund
Conseco 20 Fund

PRINCIPAL RISK CONSIDERATIONS

FEES AND EXPENSES

MANAGEMENT

YOUR ACCOUNT

Choosing a Share Class

Determining Share Price

Buying Shares

Selling Shares

Dividends and Distributions

Tax Considerations

Distribution and Service Plans

Administrative Fees

FINANCIAL HIGHLIGHTS

FOR MORE INFORMATION

<PAGE>

(Intro)

CONSECO FUND GROUP'S INTEGRATED APPROACH TO MONEY MANAGEMENT

We believe that combining the knowledge and experience of both fixed income and
equity managers leads to better security selection over time.

Whether selecting fixed income or equity securities, our analysts look for
companies with:

o Proven management teams
o Leading edge products
o Dominant market share positions

They then conduct a rigorous financial analysis of these companies, focusing on
such indicators as:

o Cost of capital
o Financial strength
o Spending plans

All of this information is used to select those securities deemed by the Adviser
to have the greatest potential for growth and/or solid income generation.

Because of the Adviser's active management style, all of the Funds generally
have a higher portfolio turnover rate than other funds and, therefore, may have
higher taxable distributions and increased trading costs which may impact
performance.

There is no assurance that any of the Funds will achieve their investment
objectives. All of the Funds have the ability to change their investment
objectives without shareholder approval, although they do not currently intend
to do so. In addition, the value of your investment in the Funds will fluctuate,
which means that you may lose money.

(Sidebar)

A WORD ABOUT THE ADVISER

Conseco Capital Management, Inc. (CCM), or the "Adviser," provides investment
advice and management to each Fund. CCM currently manages more than $32 billion
in assets for an impressive array of high net worth individuals, university
endowments and large corporate pension plans. Through the Conseco Fund Group,
you can tap into the strength of this institutional money manager and gain
access to a wealth of expertise that would otherwise require sizable minimum
investments. And, with a growing number of investment choices - ranging from
aggressive growth through conservative income funds - Conseco Fund Group's Fund
Family makes it easy for professionals and investors alike to build and maintain
a blend of portfolio assets over time.

<PAGE>

CONSECO FIXED INCOME FUND

A fixed income fund offers investors a strong complement to traditional savings
and provides a way to earn income from a portfolio of bonds and other debt
instruments.

INVESTMENT OBJECTIVE

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

ADVISER'S STRATEGY

The Fund invests primarily in INVESTMENT-GRADE DEBT SECURITIES.

The Adviser actively manages the portfolio to increase income, reduce risk, and
preserve or enhance total return.

To determine value, the Adviser utilizes:
o Independent FUNDAMENTAL ANALYSIS in evaluating the issuer
o An analysis of the specific structure of the security

Adhering to a strict buy/sell discipline, the Adviser seeks to enhance total
return by:
o Purchasing securities it believes are undervalued
o Selling securities it believes are overvalued or fully priced

In an effort to achieve the Fund's investment objective, the Adviser may invest
in debt securities issued by:
o Publicly or privately held companies in the U.S.
o Publicly or privately held companies overseas (primarily in YANKEE BONDS)
o The U.S. government, its agencies and instrumentalities
o States and their political subdivisions (MUNICIPAL SECURITIES, whose
interest typically is NOT exempt from federal income tax)
o Foreign governments, their agencies and instrumentalities

The Adviser may also invest in:
o Mortgage-backed debt securities
o Asset-backed debt securities
o RESTRICTED SECURITIES

In addition, the Adviser may invest up to 15% of assets in equity securities,
including:
o Common and PREFERRED STOCKS
o Convertible bonds
o Debt securities carrying warrants to purchase equity securities

Up to 10% of assets may be invested in LOWER-RATED FIXED INCOME SECURITIES,
commonly known as high-yield or "junk" bonds, which tend to fluctuate in price
to a greater extent than investment-grade debt securities.

<PAGE>

While the Fund may purchase debt securities of any MATURITY, it is anticipated
that the AVERAGE LIFE of the portfolio will be in the intermediate range -
between seven and 15 years - but may be shorter or longer depending on market
conditions.

PRINCIPAL RISKS
Credit risk
Interest rate risk
Market risk
Prepayment risk
Restricted securities risk
Municipal market risk
Foreign risk

See "Principal Risk Considerations" at page 00 for a detailed discussion of the
Fund's risks.

(Sidebar)

INVESTMENT-GRADE DEBT SECURITIES
Considered especially creditworthy, these debt securities are rated in one of
the four highest categories by at least one nationally recognized statistical
rating organization. (If unrated, securities that are deemed by the Adviser to
be of comparable value may also be purchased.)

FUNDAMENTAL ANALYSIS
A research technique that looks at a company's financial condition, management,
and place in its industry to determine the intrinsic value of the company's
stock.

YANKEE BONDS
Dollar-denominated bonds issued in the U.S. by foreign banks and corporations.

MUNICIPAL SECURITIES
Bonds and other debt obligations issued by state and local governments to
finance operations or projects. The interest on the municipal securities in
which the Fund invests typically is NOT exempt from federal income tax.

RESTRICTED SECURITIES
Securities that are not registered with the Securities and Exchange Commission,
some of which may qualify to be sold directly to institutional investors
pursuant to Rule 144A under the Securities Act of 1933. Restricted securities
are generally illiquid, however, the Adviser focuses on those that are liquid,
i.e., easily convertible into cash.

PREFERRED STOCK
Shares of a company that do not have voting rights but do have a guaranteed
dividend payment, as opposed to common stocks which do have voting rights but do
not have a guaranteed dividend payment.

LOWER-RATED FIXED INCOME SECURITIES
These securities offer higher return potential in exchange for assuming greater
risk. Normally, they are rated BB or lower by Standard & Poor's Corporation or
Ba or lower by Moody's Investors Services, Inc. They may also be unrated
securities of equivalent quality.

<PAGE>

MATURITY
When the principal, or face value of a bond, must be repaid.

AVERAGE LIFE
The average number of years that each principal dollar will be outstanding.

HOW HAS THE FUND PERFORMED?

The chart and table below give an indication of the Fund's risks and
performance. The chart shows you how the Fund's performance has varied from year
to year. The table compares the Fund's performance over time to that of a broad
measure of market performance. WHEN YOU CONSIDER THIS INFORMATION, PLEASE
REMEMBER THAT A FUND'S PAST PERFORMANCE IS NOT NECESSARILY AN INDICATION OF HOW
IT WILL PERFORM IN THE FUTURE.

YEAR-BY-YEAR TOTAL RETURN (as of 12/31 each year)

(Place Bar Chart Here)

BEST QUARTER: Q[...] [...]%

WORST QUARTER: Q[...] [...]%

AVERAGE ANNUAL TOTAL RETURN (as of 12/31/98)

(Place Table Here)

Class A
Class B
Class C

<PAGE>

CONSECO HIGH YIELD FUND

A high-yield fund offers investors who can tolerate a greater degree of share
price volatility, the potential to earn a higher level of income than would
normally be earned from a portfolio of investment-grade debt securities.

INVESTMENT OBJECTIVE

The Fund seeks to provide investors with a high level of current income, with a
secondary objective of capital appreciation.

ADVISER'S STRATEGY

Normally, the Adviser invests at least 65% of the Fund's assets in LOWER-RATED
FIXED INCOME SECURITIES (those rated BB/Ba or lower by independent rating
agencies).

Supplementing outside research, the Adviser makes investment decisions based on
its own analysis of key economic and business factors that may affect the fixed
income market.

Using a strict buy/sell discipline, the Adviser seeks to enhance total return
by:
o Purchasing securities it believes are undervalued
o Selling securities it believes are overvalued

In its search for value, the Adviser utilizes:
o Independent FUNDAMENTAL ANALYSIS of the issuer
o An analysis of the specific structure of the security

The Adviser may invest in any or all of the following:
o Corporate debt securities and PREFERRED STOCK
o ZERO COUPON BONDS and other deferred interest securities
o Mortgage-backed securities
o Asset-backed securities
o Convertible securities
o RESTRICTED SECURITIES
o Lower-rated MUNICIPAL SECURITIES (whose interest typically is NOT exempt
from federal income tax)

The Fund's remaining assets may be held in:
o Cash
o Money market instruments
o Securities issued or guaranteed by the U.S. government or its agencies

When consistent with Fund objectives, the Adviser may also invest in:

o Common stocks and other equity securities
o Equity and debt securities of foreign issuers, including issuers based in
emerging markets

For temporary defensive purposes or pending investment, the Fund may hold an
unlimited amount of cash or money market instruments.

<PAGE>

PRINCIPAL RISKS
Credit risk
Interest rate risk
Market risk
Restricted securities risk
Prepayment risk
Foreign risk

See "Principal Risk Considerations" at page 00 for a detailed discussion of the
Fund's risks.

(Sidebar)

LOWER-RATED FIXED INCOME SECURITIES See page 00.

FUNDAMENTAL ANALYSIS See page 00.

PREFERRED STOCK See page 00.

ZERO COUPON BONDS
Bonds that are sold at a deep discount and do not pay periodic interest to
investors; instead, investors receive, at maturity, the difference between the
discounted price and the maturity value of the bond.

RESTRICTED SECURITIES See page 00.

MUNICIPAL SECURITIES See page 00.

HOW HAS THE FUND PERFORMED?

YEAR-BY-YEAR TOTAL RETURN (as of 12/31 each year)

(Place Bar Chart Here)

BEST QUARTER: Q[...] [...]%

WORST QUARTER: Q[...] [...]%

AVERAGE ANNUAL TOTAL RETURN (as of 12/31/98)
(Place Table Here)

Class A
Class B
Class C

<PAGE>

CONSECO CONVERTIBLE SECURITIES FUND

A convertible securities fund offers investors a way to pursue the benefits of
income and capital appreciation through a portfolio of fixed income securities
that are convertible into common stock.

INVESTMENT OBJECTIVE

The Fund seeks high total return through a combination of current income and
capital appreciation by investing primarily in convertible securities.

ADVISER'S STRATEGY

Normally, the Adviser invests at least 65% of the Fund's assets in CONVERTIBLE
SECURITIES. These are often of lower-grade investment quality than other types
of investments.

Supplementing outside research, the Adviser makes investment decisions based on
its own analysis of key economic and business factors that may affect the fixed
income market.

Using a strict buy/sell discipline, the Adviser seeks to enhance total return
by:
o Purchasing securities it believes are undervalued
o Selling securities it believes are overvalued

In its search for value, the Adviser utilizes:
o Independent FUNDAMENTAL ANALYSIS of the issuer
o An analysis of the specific structure of the security

The Fund may also invest in:
o Common stock
o Other securities convertible other than at the option of the holder
o Equity and debt securities of foreign issuers, including issuers based in
emerging markets

The Fund may invest over 50% of its assets in LOWER-RATED FIXED INCOME
SECURITIES, commonly known as high-yield or "junk" bonds.

For temporary defensive purposes, the Fund may invest without limitation in
preferred stocks and investment-grade debt instruments.

PRINCIPAL RISKS
Credit risk
Interest rate risk
Market risk
Restricted securities risk
Foreign risk
Leverage risk

See "Principal Risk Considerations" at page 00 for a detailed discussion of the
Fund's risks.

<PAGE>

(Sidebar)

CONVERTIBLE SECURITIES
Bonds, debentures, notes or preferred stock that are convertible into common
stock. Convertible securities have some unique return characteristics relative
to market fluctuations:
o When equity markets go up, they tend to rise in price
o When equity markets decline, they tend to decline relatively less in
price than stocks

Convertible securities have both an equity and a fixed income component.
Therefore,
o While the equity component is subject to fluctuations in value due to
activities of the issuing companies, and general market and economic
conditions;
o The fixed income component will be impacted by shifting interest rates
and changes in credit quality of the issuers.

FUNDAMENTAL ANALYSIS See page 00.

LOWER-RATED FIXED INCOME SECURITIES See page 00.

HOW HAS THE FUND PERFORMED?

YEAR-BY-YEAR TOTAL RETURN (as of 12/31 each year)

(Place Bar Chart Here)

BEST QUARTER: Q[...] [...]%

WORST QUARTER: Q[...] [...]%

AVERAGE ANNUAL TOTAL RETURN (as of 12/31/98)

(Place Table Here)

Class A
Class B
Class C

<PAGE>

CONSECO BALANCED FUND

A balanced fund offers investors the growth potential of stocks and the income
potential of bonds in one blended portfolio.

INVESTMENT OBJECTIVE

The Fund seeks high total investment return, consistent with the preservation of
capital and prudent investment risk.

ADVISER'S STRATEGY

Normally, the Fund invests approximately 50-65% of its assets in equity
securities, and the remainder in a combination of fixed income securities and
cash.

This balance may change:
o A much higher percentage of assets may be invested in equity securities,
if the Adviser considers conditions in the stock market to be
substantially more favorable than in the bond market.

o Conversely, if the Adviser considers conditions in the bond market to be
substantially more favorable than in the equity market, a much higher
percentage of assets may be invested in fixed income securities.

THE EQUITY PORTION OF THE PORTFOLIO

The Adviser intends for the equity portion of the Fund to be widely diversified
by size of company and industry.

The Fund may invest in equity securities of domestic and foreign issuers. These
may include common and PREFERRED STOCKS, CONVERTIBLE SECURITIES and WARRANTS.

Securities will be selected based, in part, upon such equity criteria as these:
o Growth trends of the stock - and its industry
o Significant purchases or sales of the stock by corporate insiders
o Recent changes in earnings per share and their deviations from analysts'
expectations
o Relative price-earnings ratios, as compared to industry peers and
earnings growth potential
o The stock's price movement

THE FIXED INCOME PORTION OF THE PORTFOLIO

Normally, the Adviser will maintain at least 25% of the value of its assets in a
wide range of domestic and foreign debt securities, including non-U.S. dollar
denominated securities. The majority of foreign investments will be in YANKEE
BONDS.

The Adviser anticipates that bonds will be invested primarily in intermediate-
and/or long-term domestic debt securities. The proportion allocated to each term
will depend on the Adviser's expectations of future changes in interest rates.

<PAGE>

The Fund may also invest up to 25% of total assets in LOWER-RATED FIXED INCOME
SECURITIES, which are not believed to involve undue risk to income or principal.
In general, however, these types of securities are issued by companies without
long track records of sales and earning, or by those companies with questionable
credit strength. The lowest rating categories in which the Fund will invest are
CCC/Caa.

For temporary defensive purposes, the Fund may invest without limitation in
money market instruments.

PRINCIPAL RISKS
Market risk
Credit risk
Interest rate risk
Foreign risk
Leverage risk

See "Principal Risk Considerations" at page 00 for a detailed discussion of the
Fund's risks.

(Sidebar)

PREFERRED STOCK See page 00.

CONVERTIBLE SECURITY See page 00.

WARRANTS
Contract that allow the bearer to purchase shares for a specified price at a
future date.

YANKEE BONDS See page 00.

LOWER-RATED FIXED INCOME SECURITIES See page 00.

[Enclose in shaded boxes]

ANTICIPATING A STOCK'S GROWTH POTENTIAL
Analysts employ two common measurements, earnings per share and price-earnings
ratio (P/E), to help them determine how much they may be paying for a company's
future earnings power. For example, the higher the P/E, the greater the
expectations are for a company's earnings to grow.

INTEREST RATES AND BOND MATURITIES
Bonds with longer maturities will be more effected by interest rate changes than
intermediate-term bonds. For example, if interest rates go down, the price of
long-term bonds will increase more rapidly than the price of intermediate-term
bonds.

<PAGE>

HOW HAS THE FUND PERFORMED?

YEAR-BY-YEAR TOTAL RETURN (as of 12/31 each year)

(Place Bar Chart Here)

BEST QUARTER: Q[...] [...]%

WORST QUARTER: Q[...] [...]%

AVERAGE ANNUAL TOTAL RETURN (as of 12/31/98)

(Place Table Here)

Class A
Class B
Class C

<PAGE>

CONSECO EQUITY FUND

An equity fund offers investors an opportunity to participate in the growth of a
variety of corporations by investing in a portfolio of common stocks.

INVESTMENT OBJECTIVE

The Fund seeks to provide a high equity total return, consistent with
preservation of capital and a prudent level of risk.

ADVISER'S STRATEGY

The Adviser primarily invests in common stocks and other U.S. and foreign
securities with similar characteristics, including CONVERTIBLE SECURITIES and
WARRANTS.

Normally, the Fund will be widely diversified by industry and company, but will
focus on SMALL- AND MID-CAP COMPANIES.

The Adviser looks for securities that will provide the two elements of total
return:

o Price appreciation
o Income from dividends

As a way to anticipate the future market performance of securities, the Adviser
analyzes a range of criteria, such as:
o Growth trends of the stock's issuer and the industry it represents
o Significant purchases and sales of the stock by corporate insiders
o Recent changes in earnings per share and their deviations from analysts'
expectations
o Relative price-earnings ratios as compared to industry peers and earning
growth potential
o The stock's historical price moves

For temporary defensive purposes, the Fund may invest without limitation in
money market instruments.

PRINCIPAL RISKS
Market risk
Liquidity and valuation risk
Small company risk

See "Principal Risk Considerations" at page 00 for a detailed discussion of the
Fund's risks.

(Sidebar definitions)

CONVERTIBLE SECURITIES See page 00.

WARRANTS See page 00.

<PAGE>

[Enclose in shaded box]

SMALL- AND MID-CAP COMPANIES
Generally refers to companies in the earlier period of their growth
expectations, from start-ups to better established firms. While they have
potential for attractive long-term returns, their securities may involve greater
risks, and more volatility, than investments in larger companies with a stronger
competitive advantage. The Adviser's extensive research efforts can play a
greater role in selecting securities from this sector than from larger
companies.

HOW HAS THE FUND PERFORMED?

YEAR-BY-YEAR TOTAL RETURN (as of 12/31 each year)

(Place Bar Chart Here)

BEST QUARTER: Q[...] [...]%

WORST QUARTER: Q[...] [...]%

AVERAGE ANNUAL TOTAL RETURN (as of 12/31/98)

(Place Table Here)

Class A
Class B
Class C

<PAGE>

CONSECO INTERNATIONAL FUND

An international fund offers investors a way to access some of the attractive
growth prospects of companies located outside of the United States.

INVESTMENT OBJECTIVE

The Fund seeks to realize long-term capital appreciation.

THE INTERNATIONAL FUND'S STRATEGY

Under normal circumstances, the Fund invests at least 80% of its assets in
common stocks and securities convertible into common stocks from at least three
different countries outside of the United States.

Currently, the eligible countries include:

AUSTRALIA DENMARK HONG KONG MEXICO PORTUGAL SWEDEN
AUSTRIA FINLAND IRELAND NETHERLANDS SINGAPORE SWITZERLAND
BELGIUM FRANCE ITALY NEW ZEALAND SOUTH KOREA UNITED KINGDOM
CANADA GERMANY JAPAN NORWAY SPAIN

The Fund will place a primary emphasis on identifying undervalued securities.
Generally, these will have most or all of the following characteristics:
o Above-average earnings growth potential
o Selling at prices below their perceived economic value
o Low price-earnings ratio
o Low price to book value ratio
o Generate above-average dividend yields

The Fund's investment advisers determine the growth prospects of companies based
on a combination of internal and external research using fundamental analysis
and considering changing economic trends. The decision to sell a stock is
typically based on the belief that the company is no longer considered
undervalued or shows deteriorating fundamentals, or that better investment
opportunities exist in other stocks. The Fund's investment advisers believe that
this strategy will help the Fund outperform other investment styles over the
longer term while minimizing volatility and downside risk.

The Fund's investment advisers will consider potential changes in currency
exchange rates when choosing stocks. When it is believed that a foreign currency
may suffer a decline against the U.S. dollar, the Fund may trade forward foreign
currency contracts to hedge currency fluctuations of underlying stock positions

Under adverse market conditions, the Fund may, for temporary defensive purposes,
invest up to 100% of its assets in cash or cash equivalents, including
investment-grade short-term obligations. To the extent that the Fund invokes
this strategy, its ability to achieve its investment objective may be affected
adversely.

<PAGE>

PRINCIPAL RISKS
Currency risk
Foreign risk
Interest rate risk
Leverage risk
Market risk

See "Principal Risk Considerations" at page 00 for a detailed discussion of the
Fund's risks.

Investing in international markets increases additional risks that need to be
considered:
o Currency exchange rate fluctuations
o Political and financial instability
o Less liquidity and greater volatility of foreign investments
o Lack of uniform accounting, auditing and financial reporting standards
o Less government regulation and supervision of foreign stock exchanges,
brokers and listed companies
o Increased price volatility
o Delays in transaction settlement in some foreign markets

(Enclose in shaded box)

THE FUND'S STRUCTURE
The Conseco International Fund seeks its investment objective by investing all
of its investable assets in the AMR Investment Services' International Equity
Portfolio (the "Portfolio"), which has substantially the same investment
objective and policies. AMR Investment Services, Inc. (AMR) manages the
"Portfolio." This type of structure is commonly known as a "master feeder"
structure (see the Statement of Additional Information [SAI] for more details).

AMR undertakes the following activities in managing the "Portfolio":
o Selecting investment advisers
o Allocating assets among advisers
o Monitoring results
o Coordinating activities among investment advisers to ensure regulatory
compliance

<PAGE>

(Sidebar)

INVESTMENT-GRADE DEBT SECURITIES See page 00.

HOW HAS THE FUND PERFORMED?

YEAR-BY-YEAR TOTAL RETURN (as of 12/31 each year)

(Place Bar Chart Here)

BEST QUARTER: Q[...] [...]%

WORST QUARTER: Q[...] [...]%

AVERAGE ANNUAL TOTAL RETURN (as of 12/31/98)

(Place Table Here)

Class A
Class B
Class C

<PAGE>

CONSECO 20 FUND

This focus Fund offers investors a way to capitalize on those equity selections
that the Adviser believes are the best through one concentrated portfolio.

INVESTMENT OBJECTIVE

The Fund seeks capital appreciation.

ADVISER'S STRATEGY

Normally, the Fund will invest at least 65% of its assets in common stocks of
companies that the Adviser believes have above-average growth prospects.

The Fund is NON-DIVERSIFIED and will normally concentrate its investments in a
core position of approximately 20 to 30 common stocks. A substantial portion of
these securities may be issued by SMALL- AND MID-CAP COMPANIES.

The Adviser looks for companies that demonstrate strong growth potential,
preferring:
o Companies whose earnings appear likely to continue in an upward direction
o Companies that demonstrate the ability to consistently grow their
earnings at a faster rate than their peer group
o Companies whose stocks appear to the Adviser to be undervalued in the
marketplace

Securities that demonstrate most of the following characteristics are considered
for portfolio selection:
o High return on invested capital
o Sound financial policies and a strong balance sheet
o Competitive advantages (including innovative products and services)
o Effective research, product development and marketing
o Stable, capable management

The Adviser may also invest in any or all of the following:
o PREFERRED STOCK
o CONVERTIBLE SECURITIES
o WARRANTS
o Debt instruments (when the Adviser believes they are more attractive than
stocks on a long-term basis)

If the Adviser believes that market conditions warrant a temporary defensive
position, the Fund may invest without limitation in cash and short-term debt
securities.

<PAGE>

PRINCIPAL RISKS
Concentration risk
Market risk
Small company risk
Liquidity and valuation risk
Foreign risk

See "Principal Risk Considerations" at page 00 for a detailed discussion of the
Fund's risks.

(Sidebar)

NON-DIVERSIFIED
A Fund is considered non-diversified if it is not limited by the percentage of
assets it may invest in any one issuer. The success or failure of one issuer
will cause the Fund to fluctuate more than it would in a diversified fund.

SMALL- AND MID-CAP COMPANIES See page 00.

PREFERRED STOCK See page 00.

CONVERTIBLE SECURITIES See page 00.

WARRANTS See page 00.

HOW HAS THE FUND PERFORMED?

YEAR-BY-YEAR TOTAL RETURN (as of 12/31 each year)

(Place Bar Chart Here)

BEST QUARTER: Q[...] [...]%

WORST QUARTER: Q[...] [...]%

AVERAGE ANNUAL TOTAL RETURN (as of 12/31/98)

(Place Table Here)

Class A
Class B
Class C

<PAGE>

PRINCIPAL RISK CONSIDERATIONS

All Fund investments are subject to risk and may decline in value. The principal
risks of investing in the Funds are described below. Each Fund's exposure
depends upon its specific investment profile. The amount and types of risk vary
depending on:
o The Fund's investment objective
o The Fund's ability to achieve its objective
o The markets in which the Fund invests
o The investments the Fund makes in those markets
o Prevailing economic conditions over the period of an investment

CONCENTRATION RISK
The risk that if a Fund has most of its investments in a single security or
sector, its portfolio will be more susceptible to factors adversely affecting
issuers within that sector than would a more diversified portfolio of
securities.

CREDIT RISK
The risk that the issuer of a security, or the counterparty to a contract, will
default or otherwise be unable to honor a financial obligation. Securities rated
below investment grade are especially susceptible to this risk.

CURRENCY RATE RISK
The risk that fluctuations in the exchange rates between the U.S. dollar and
foreign currencies may negatively affect an investment.

FOREIGN RISK
The risk that foreign issuers may be subject to foreign political and economic
instability, the imposition or tightening of exchange controls or other
limitations on repatriation of foreign capital. In addition, there may be
changes in foreign governmental attitudes towards private investment, possibly
leading to nationalization, increased taxation or confiscation of investors'
assets. Investments in issuers located or doing business in emerging or
developing markets are especially susceptible to these risks.

INTEREST RATE RISK
The risk that changing interest rates may adversely affect the value of an
investment. With fixed income securities, an increase in interest rates
typically causes the value of those securities to fall, while a decline in
interest rates may produce an increase in the market value of those securities.
Because of this risk, an investment in a Fund that invests in fixed income
securities is subject to risk even if all the fixed income securities in the
Fund's portfolio are paid in full at maturity. Changes in interest rates will
affect the value of longer-term fixed income securities more than shorter-term
securities.

LEVERAGE RISK
The risk that borrowing, or some derivative investments, such as forward
commitment transactions, may multiply smaller market movements into large
changes in value.

<PAGE>

LIQUIDITY AND VALUATION RISKS
The risk that securities that were liquid when purchased by a Fund may become
temporarily illiquid (i.e., not be sold readily) and hard to value, especially
in declining markets.

MARKET RISK
The risk that the market value of a Fund's investments will fluctuate as the
stock and bond markets fluctuate. Market risk may affect a single issuer,
industry or section of the economy or may affect the market as a whole.

MUNICIPAL MARKET RISK
The risk that special factors may negatively affect the value of municipal
securities, and, as a result, a Fund's share price. These factors include
political or legislative changes, uncertainties related to the tax status of the
securities or the rights of investors in the securities. A Fund may invest in
municipal obligations that are related in such a way that an economic, business
or political development or change affecting one of these obligations would also
affect the other obligations.

PREPAYMENT RISK
The risk that issuers will prepay fixed rate obligations when interest rates
fall, forcing the Fund to re-invest in obligations with lower interest rates
than the original obligations.

RESTRICTED SECURITIES RISK
The risk that a buyer will be difficult to come by and selling price will need
to be less than originally anticipated because these restricted securities may
only be sold in privately negotiated transactions.

SMALL COMPANY RISK
The risk that investments in smaller companies may be more volatile than
investments in larger companies. Smaller companies generally experience higher
growth rates and higher failure rates than do larger companies. The trading
volume of the securities of smaller companies is normally lower than that of
larger companies. Short-term changes in the demand for the securities of smaller
companies generally has a disproportionate effect on their market price, tending
to make prices rise more in response to buying demand and fall more in response
to selling pressure.

YEAR 2000
The Funds could be adversely affected by problems relating to the inability of
computer systems used by the Adviser and the Funds' other service providers to
recognize the year 2000. While year 2000-related computer problems could have a
negative effect on the Funds, the Adviser is working to avoid these problems in
its own computer systems and to obtain assurances from service providers that
they are taking similar steps. The Adviser is also making efforts to determine
whether companies in the Fund's portfolios will be affected by this issue.

<PAGE>

EURO CONVERSION
The Funds also could be adversely affected by the conversion of European
currencies into the Euro beginning January 1, 1999. This conversion will not be
complete until 2002, and its full implementation may be delayed. Difficulties
with the conversion and potential delays may significantly impact European
capital markets and could increase volatility in world capital markets.

It is impossible to know whether the problems associated with both Year 2000 and
Euro conversion, which could disrupt operations of investments if uncorrected,
have been adequately addressed until the dates in question arrive.

Please note that there are other circumstances not described here which could
adversely affect your investment and potentially prevent a Fund from achieving
its objectives.

<PAGE>

FEES AND EXPENSES

The tables below describe the fees and expenses that you may pay if you buy and
hold shares of the Funds. These expenses are deducted from the Funds' assets.

SHAREHOLDER FEES (fees paid directly from your investment)

(Place Table of Fees Here, list all funds)

MAXIMUM FRONT-END SALES CHARGE (LOAD) IMPOSED ON PURCHASES

MAXIMUM DEFERRED SALES CHARGE (LOAD)

MAXIMUM SALES CHARGE (LOAD) IMPOSED ON REINVESTED DIVIDENDS

REDEMPTION FEE

EXCHANGE FEE

ANNUAL FUND OPERATING EXPENSES
% OF AVERAGE DAILY NET ASSETS

<TABLE>
<CAPTION>
CONSECO CONSECO CONSECO
FIXED HIGH CONVERTIBLE CONSECO CONSECO CONSECO
INCOME YIELD SECURITIES BALANCED EQUITY INTERNATIONAL CONSECO
CLASS Y SHARES FUND FUND FUND FUND FUND FUND** 20 FUND
----------------------------------------------------------------------------------

<S> <C> <C> <C> <C> <C> <C> <C>
Management and Administrative Fees 0.65% 0.90% 1.05% 0.90% 0.90% 1.23% 0.90%
Distribution (12b-1) Fees 0.65% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50%
Other Expenses x.xx% x.xx% x.xx% x.xx% x.xx% x.xx% x.xx%
------------------------------------------------------------------------------------
Equals: Total Annual Fund Operating Expenses x.xx% x.xx% x.xx% x.xx% x.xx% x.xx% x.xx%
Less: Fee Waiver and/or Expense Reimbursement* x.xx% x.xx% x.xx% x.xx% x.xx% x.xx% x.xx%
------------------------------------------------------------------------------------
Equals: Net Expenses 1.25% 1.40% 1.55% 1.50% 1.50% 2.25% 1.75%
====================================================================================

CLASS B & C SHARES

Management and Administrative Fees 0.65% 0.90% 1.05% 0.90% 0.90% 1.23% 0.90%
Distribution (12b-1) Fees 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00%
Other Expenses x.xx% x.xx% x.xx% x.xx% x.xx% x.xx% x.xx%
------------------------------------------------------------------------------------
Equals: Total Annual Fund Operating Expenses x.xx% x.xx% x.xx% x.xx% x.xx% x.xx% x.xx%
Less: Fee Waiver and/or Expense Reimbursement* x.xx% x.xx% x.xx% x.xx% x.xx% x.xx% x.xx%
------------------------------------------------------------------------------------
====================================================================================
Equals: Net Expenses 1.60% 1.90% 2.05% 2.00% 2.00% 2.75% 2.25%
====================================================================================
</TABLE>

* PURSUANT TO A CONTRACTUAL ARRANGEMENT WITH THE FUND, THE ADVISER, DISTRIBUTOR
AND ADMINISTRATOR HAVE AGREED TO WAIVE FEES AND/OR REIMBURSE FUND EXPENSES
THROUGH 4/30/00, SO THAT THE TOTAL ANNUAL OPERATING EXPENSES OF EACH FUND ARE
LIMITED TO THE NET EXPENSES FOR EACH RESPECTIVE FUND, AS SET FORTH ABOVE. THIS
ARRANGEMENT DOES NOT COVER INTEREST, TAXES, BROKERAGE COMMISSIONS, AND
EXTRAORDINARY EXPENSES.

** MANAGEMENT FEES IN THE FEE TABLE REFLECT ONLY THE CONSECO 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 COMBINE THE
CONSECO INTERNATIONAL FUND'S EXPENSES AND THAT FUND'S PRO RATA PORTION OF THE
PORTFOLIO'S EXPENSES.

<PAGE>

EXPENSE EXAMPLE

This example is intended to help you compare the cost of investing in the
Conseco Fund Group to the cost of investing in other mutual funds. The example
assumes that you invest $10,000 in a Fund for the time periods indicated and
then redeem all of your shares at the end of those periods. The example also
assumes that your investment has a 5% return each year and that the Fund's
operating expenses remain the same. Although your actual costs and the return on
your investment may be higher or lower, based on these assumptions your costs
would be:

<TABLE>
<CAPTION>
CONSECO CONSECO CONSECO
FIXED HIGH CONVERTIBLE CONSECO CONSECO CONSECO
INCOME YIELD SECURITIES BALANCED EQUITY INTERNATIONAL CONSECO
FUND FUND FUND FUND FUND FUND 20 FUND
----------------------------------------------------------------------------------
CLASS A SHARES

<S> <C> <C> <C> <C> <C> <C> <C>
1 Year ______ ______ ______ ______ ______ ______ ______
3 Year* ______ ______ ______ ______ ______ ______ ______
5 Year* ______ ______ ______ ______ ______ ______ ______
10 Years* ______ ______ ______ ______ ______ ______ ______

CLASS B SHARES

1 Year ______ ______ ______ ______ ______ ______ ______
3 Year* ______ ______ ______ ______ ______ ______ ______
5 Year* ______ ______ ______ ______ ______ ______ ______
10 Years* ______ ______ ______ ______ ______ ______ ______

CLASS C SHARES

</TABLE>

* THE EXAMPLES FOR 3, 5 AND 10 YEARS ARE BASED ON TOTAL ANNUAL FUND OPERATING
EXPENSES AS DESCRIBED IN THE ANNUAL FUND OPERATING EXPENSE TABLE, ABOVE. IF THE
EXPENSES HAD BEEN COMPUTED BASED ON THE NET EXPENSES (TOTAL ANNUAL FUND
OPERATING EXPENSES LESS FEE WAIVERS AND/OR EXPENSE REIMBURSEMENTS), YOUR COSTS
WOULD HAVE BEEN ______ FOR 3 YEARS, ______ FOR 5 YEARS AND ______ FOR 10 YEARS.

<PAGE>

MANAGEMENT

ADVISER
Conseco Capital Management, Inc. (CCM) is a wholly owned subsidiary of Conseco,
Inc., a publicly owned financial services company that provides specialized
annuity, life and health insurance products. CCM serves as the "Adviser" to each
of the Funds and as sub-adviser to other registered investment companies. In
addition to managing all of the invested assets of Conseco, Inc., CCM manages
foundations, endowments, public and corporate pension plans, as well as private
client accounts. As of December 31, 1998, CCM managed in excess of $[...]
billion in assets.

CCM is also responsible for selecting the investment company in which Conseco
International Fund, which operates in a "master-feeder" structure, invests. If
dissatisfied with the performance of that company, CCM may propose to take on
the management of the International Fund internally or may choose a different
investment company to invest the assets of the International Fund. Such a change
would require approval from the Board of Trustees.

ADVISORY FEES
For the fiscal year ended 12/31/98, the advisory fee paid to the Adviser by each
Fund was as follows:

<TABLE>

<CAPTION>
<S> <C>
---------------------------------------------------------------------------------------------------
ADVISORY FEES PAID
FUND NAME (expressed as a percentage of
average daily net assets)
---------------------------------------------------------------------------------------------------
Conseco Fixed Income Fund %
---------------------------------------------------------------------------------------------------
Conseco High Yield Fund %
---------------------------------------------------------------------------------------------------
Conseco Convertible Securities Fund %
---------------------------------------------------------------------------------------------------
Conseco Balanced Fund %
---------------------------------------------------------------------------------------------------
Conseco Equity Fund %
---------------------------------------------------------------------------------------------------
Conseco International Fund %
---------------------------------------------------------------------------------------------------
Conseco 20 Fund %
---------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>

ADVISER TO THE INTERNATIONAL EQUITY PORTFOLIO
AMR, a wholly owned subsidiary of AMR Corporation, oversees all administrative,
investment advisory and portfolio management services for the International
Equity Portfolio (the "Portfolio") - the Fund in which the Conseco International
Fund invests. As of December 31, 1998, AMR had approximately $[18.4] billion in
assets under management.

For the services provided, AMR receives an annualized advisory fee from the
Portfolio that is equal to the sum of 0.10% of the net assets of the Portfolio.
AMR also receives compensation in connection with the Portfolio's securities
lending activities. If the Portfolio lends its portfolio securities and receives
cash collateral from the borrower, AMR may 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 this cash. If a borrower posts collateral other than cash, the borrower will
pay a loan fee to the Portfolio. AMR may receive up to 25% of the loan fees
posted by borrowers. Currently, AMR receives 10% of the net annual interest
income from the investment of cash collateral or 10% of the loan fees posted by
borrowers.

SUB-ADVISERS TO THE INTERNATIONAL EQUITY PORTFOLIO
The following three investment advisers have agreements with AMR to provide
investment management and related record-keeping services to the Portfolio. 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.

Hotchkis and Wiley (Hotchkis) is a division of the Capital Management Group of
Merrill Lynch Asset Management, L.P., a wholly owned subsidiary of Merrill Lynch
& Co., Inc. As of December 31, 1998, assets under management were approximately
[$12.3] billion.

Morgan Stanley Asset Management Inc. (MSAM) is a wholly owned subsidiary of
Morgan Stanley, Dean Witter & Co. As of December 31, 1998, MSAM, together with
its other asset management affiliates, had assets under management totaling
approximately [$142.5] billion.

Templeton Investment Counsel, Inc. (Templeton) is a professional investment
counseling firm that is indirectly owned by Franklin Resources, Inc. As of
December 31, 1998, Templeton had discretionary investment management authority
with respect to approximately [$21.7] billion of assets.

As compensation for its services, each investment sub-adviser is paid a fee by
AMR out of the proceeds of the management fee received by AMR from the
Portfolio.

<PAGE>

(Sidebar)

CONSECO CAPITAL MANAGEMENT, INC.
11825 N. Pennsylvania Street, Carmel, Indiana 46032

AMR INVESTMENT SERVICES, INC.
4333 Amon Carter Boulevard, MD 5645, Fort Worth, Texas 76155

HOTCHKIS AND WILEY
725 South Figueroa Street, Suite 4000, Los Angeles, California 90017

MORGAN STANLEY ASSET MANAGEMENT INC.
25 Cabot Square, London, United Kingdom E14 4QA

TEMPLETON INVESTMENT COUNSEL, INC.
500 East Broward Blvd., Suite 2100, Fort Lauderdale, Florida 33394-3091

PORTFOLIO MANAGERS OF THE CONSECO FUND GROUP

CONSECO FIXED INCOME FUND

GREGORY J. HAHN, CFA, SENIOR VICE PRESIDENT, PORTFOLIO ANALYTICS
Mr. Hahn is responsible for the portfolio analysis and management of the
institutional client accounts and analytical support for taxable portfolios. In
addition, he has responsibility for SEC registered investment products as well
as investments in the insurance industry. Mr. Hahn joined the Adviser in 1989.

G. NOLAN SMITH, VICE PRESIDENT, PORTFOLIO ANALYTICS
Mr. Smith is responsible for taxable and tax-exempt, fixed income, institutional
client accounts, including other investment companies. Prior to joining the
Adviser in 1995, Mr. Smith was a portfolio manager at Strong Capital Management,
where he managed the Strong Municipal Money Market, Short-Term and Municipal
Bond Funds.

CONSECO HIGH YIELD FUND

PETER C. ANDERSEN, CFA, SECOND VICE PRESIDENT, PORTFOLIO ANALYTICS
Mr. Andersen is responsible for high-yield management of institutional client
accounts and is the portfolio manager of other affiliated investment companies.
Prior to joining the Adviser in 1997, he was a portfolio manager for Colonial
Management Associates, where he managed over $650 million in high-yield,
tax-free mutual funds.

WILLIAM F. FICCA, VICE PRESIDENT AND DIRECTOR OF RESEARCH
Mr. Ficca oversees the Adviser's research efforts and is the portfolio manager
of other investment products managed by the Adviser. Mr. Ficca joined the
Adviser in 1991.

<PAGE>

CONSECO CONVERTIBLE SECURITIES FUND

ANDREW S. CHOW, CFA, FLMI, VICE PRESIDENT
Mr. Chow is responsible for trading mortgage-backed securities, exchange and
over-the-counter derivatives and convertible securities. He is also portfolio
manager for fixed income institutional client accounts. He joined the Adviser in
1987.

CONSECO BALANCED FUND

GREGORY J. HAHN, CFA, SENIOR VICE PRESIDENT, PORTFOLIO ANALYTICS
Mr. Hahn is the portfolio manager of the fixed income portion of the Fund. See
Conseco Fixed Income Fund for Mr. Hahn's bio.

THOMAS J. PENCE, CFA, SENIOR VICE PRESIDENT
Mr. Pence is portfolio manager of the equity portion of the Fund. Since joining
the Adviser in 1992, Mr. Pence has been responsible for the management of all of
the Adviser's equity portfolios and for the oversight of the equity investment
process.

CONSECO EQUITY FUND

THOMAS J. PENCE, CFA, SENIOR VICE PRESIDENT
See Conseco Balanced Fund for Mr. Pence's bio.

CONSECO 20 FUND

THOMAS J. PENCE, CFA, SENIOR VICE PRESIDENT
See Conseco Balanced Fund for Mr. Pence's bio.

ERIK J. VOSS, ASSISTANT VICE PRESIDENT, SENIOR SECURITIES ANALYST
Mr. Voss is responsible for assisting in the research and portfolio management
efforts for all of the Adviser's equity portfolios. Prior to joining the Adviser
in 1996, Mr. Voss worked as an equity analyst for Gardner Lewis Asset Management
for over three years.

<PAGE>

YOUR ACCOUNT

CHOOSING A SHARE CLASS

The distributor, Conseco Equity Sales, Inc., offers three classes of Conseco
Fund Group shares in this prospectus: A, B and C. Each class has its own expense
structure, allowing you to choose the one that best meets your investment needs.

The primary differences between the classes lies in their initial sales charge
and contingent deferred sales charge (CDSC) structures and in their ongoing
annual expenses. How should you determine which share class is best for you?
Considerations generally include:
o The amount you wish to invest
o Your investment time horizon
o The Fund's expenses and charges

Ask your financial advisor for assistance in determining your most appropriate
pricing option.

(Sidebar)
<TABLE>
<CAPTION>
<S> <C> <C>

- ----------------------------------------------------------------------------------------------------------------------------
Class A Class B Class C
- ----------------------------------------------------------------------------------------------------------------------------
Initial sales charge of 5.75% or less for No initial sales charge No initial sales charge
all Funds - except Conseco Fixed Income
Fund (5.00% or less)

See schedules on page 00

- ----------------------------------------------------------------------------------------------------------------------------
Lower sales charges for larger investments Contingent deferred sales charge of 5% Deferred sales charge of 1%, paid if
available or less on shares sold within six years you sell shares within one year of
purchase
See schedules on page 00 See schedule on page 00

- ----------------------------------------------------------------------------------------------------------------------------
Automatic conversion to Class A shares
at net asset value in the eighth year

- ----------------------------------------------------------------------------------------------------------------------------
Please consult your financial intermediary Please consult your financial intermediary or the SAI for a complete list of
or the SAI for a complete list of sales CDSC waivers
load waivers
- -----------------------------------------------------------------------------------------------------------------------------

For actual past expenses of Class A, B and C shares, see the fund-by-fund
information earlier in this prospectus.

</TABLE>

<PAGE>

(sidebar)

In addition to Class A, B and C shares, Conseco Fund Group also offers Class Y
shares to qualifying individual investors, whose Fund investments exceed
$500,000, or to institutional investors, including:

o Tax-qualified plans with at least $10 million in assets or 250 plan
eligible employees
o Banks and insurance companies investing for their own accounts
o Investment companies unaffiliated with the Adviser
o Tax-qualified retirement plans of the Adviser or qualified financial
intermediaries who have a contract with the distributor
o Endowments, foundations and other charitable organizations
o Wrap fee accounts or asset allocation programs where the shareholder pays
an asset-based fee

PURCHASES OF CLASS A SHARES

The public offering price of Class A shares is composed of the Fund's net asset
value (NAV) per share, plus an initial sales charge that may vary depending on
the amount invested.

(sidebar)

NET ASSET VALUE (NAV)
The market value of a fund's securities and other assets less its liabilities
divided by total number of outstanding shares.

The sales charge applicable to Class A is determined as follows:

CLASS A SALES CHARGE - ALL FUNDS EXCEPT CONSECO FIXED INCOME FUND
<TABLE>
<CAPTION>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------
On Purchases of: As a % of Public As a % of Net Dealer Reallowance
Offering Price Amount Invested As a % of Offering Price
- --------------------------------------------------------------------------------------------------------------------------
Less than $50,000 5.75% 6.10% 5.00%
- --------------------------------------------------------------------------------------------------------------------------
$50,000 to $99,999 4.50% 4.71% 3.75%
- --------------------------------------------------------------------------------------------------------------------------
$100,000 to $249,999 3.50% 3.63% 2.75%
- --------------------------------------------------------------------------------------------------------------------------
$250,000 to $499,999 2.50% 2.56% 2.00%
- --------------------------------------------------------------------------------------------------------------------------
$500,000 or over None None 1.00%
- --------------------------------------------------------------------------------------------------------------------------

CLASS A SALES CHARGE - CONSECO FIXED INCOME FUND

- --------------------------------------------------------------------------------------------------------------------------
On Purchases of: As a % of Public As a % of Net Dealer Reallowance
Offering Price Amount Invested As a % of Offering Price
- --------------------------------------------------------------------------------------------------------------------------
Less than $50,000 5.00% 5.56% 4.50%
- --------------------------------------------------------------------------------------------------------------------------
$50,000 to $99,999 4.50% 4.71% 3.75%
- --------------------------------------------------------------------------------------------------------------------------
$100,000 to $249,999 3.50% 3.63% 2.75%
- --------------------------------------------------------------------------------------------------------------------------
<PAGE>

- --------------------------------------------------------------------------------------------------------------------------
On Purchases of: As a % of Public As a % of Net Dealer Reallowance
Offering Price Amount Invested As a % of Offering Price
- --------------------------------------------------------------------------------------------------------------------------
$250,000 to $499,999 2.50% 2.56% 2.00%
- --------------------------------------------------------------------------------------------------------------------------
$500,000 or over None None 1.00%
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

Although you may pay an initial sales charge when you buy Class A shares, the
ongoing expenses of this class are lower than those of Class B or C.

REDUCING YOUR SALES CHARGES FOR CLASS A SHARE PURCHASES

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

RIGHTS OF ACCUMULATION: Allows you to include the value of your existing Conseco
Fund Group investments together with the value of any shares you hold in a
FEDERATED MONEY MARKET FUND to your current investment to determine the
applicable sales charge.

(sidebar)

FEDERATED MONEY MARKET FUND
You may also purchase shares of a money market fund currently managed
by Federated Management ("Federated money market fund") through a
separate prospectus. That prospectus is available upon request by
calling 800-986-3384.

COMBINED PURCHASES: Allows you to include the cumulative value of all of your
Conseco Fund Group investments with the value of investments made by other
qualifying persons to determine the amount of reduction in sales charge.
Qualifying persons include trustees or other fiduciaries, as well as qualified
employee benefit plans of a single corporation or of corporations affiliated
with each other in accordance with the 1940 Act (see Statement of Additional
Information [SAI] for specific information).

In addition, if you own a Conseco Variable Insurance Company variable annuity
contract, the current cash value of the contract will be aggregated with your
shares to determine your sales charge.

You or your financial intermediary must provide documentation to the Transfer
Agent each time a purchase that qualifies for a reduced sales charge is made.

LETTER OF INTENT: Allows you to commit to invest a certain amount in Class A
shares of any or all of the Funds over a 13-month period and receive the same
sales charge as if all shares had been purchased at once. You may also include
your existing Conseco Fund Group investments to further reduce your sales
charge.

See the SAI and the application for further details on how you can take
advantage of these cost-reduction programs.

<PAGE>

PURCHASE OF CLASS B SHARES

Class B shares are offered at their net asset value per share without any
initial sales charge. Your entire purchase amount is immediately invested.

However, a contingent deferred sales charge (CDSC) is imposed upon Class B
shares redeemed within six years of their purchase. The CDSC is based on the
number of shares you are selling and on the lessor of:
o The NAV of shares at the time of purchase
o The NAV of shares at the time of redemption

The longer the time between the purchase and the sale of shares, the lower the
rate of the CDSC. A Class B share purchase may not exceed $500,000.

DETERMINING THE CDSC
<TABLE>
<CAPTION>
<S> <C>

- -------------------------------------------------------------------------------------------------------------------------
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%
- -------------------------------------------------------------------------------------------------------------------------
8th year since purchase 0% (Converts to Class A shares of equal dollar value; Class
A shares have lower ongoing expenses than Class B shares)
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

For purposes of this CDSC, purchases made on any day during the calendar month
are counted as having been made on the first day of that month.

To keep your CDSC as low as possible, each time you place a request to sell
shares we will first sell any shares in your account that carry no CDSC (those
acquired through reinvestments of dividends or capital gains distributions). The
CDSC, if any, payable on shares acquired through an exchange between Conseco
Funds will be calculated based on the original purchase date of the Class B
shares exchanged.

PURCHASE OF CLASS C SHARES

With Class C shares, you pay no sales charge when you invest, but you are
charged a contingent deferred sales charge (CDSC) when you sell shares you have
held for one year or less. In this case, shares are subject to a CDSC on
redemptions equal to 1% of the lower of:
o The NAV of shares at the time of purchase
o The NAV of shares at the time of redemption

<PAGE>

Class C shares held one year or longer are not subject to this CDSC.

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.

The CDSC also will not apply to shares acquired by the reinvestment of dividends
or capital gains distributions. The order in which Class C shares are redeemed
will be determined as described for Class B shares (see "Purchase of Class B
Shares").

DETERMINING SHARE PRICE

A Fund's share price is the total market value of its assets minus its
liabilities, called net asset value, divided by the total number of shares
outstanding. Because the value of each Fund's securities changes every business
day, the Fund's share price usually changes as well.

Each Fund calculates its net asset value (NAV) per share on each business day
that the New York Stock Exchange (NYSE) is open.

For each of the Funds except the Conseco International Fund, NAV is calculated
at the close of regular trading on the NYSE (normally 4:00 p.m., Eastern Time).
The NAV is generally based on the market price of the securities held in a Fund.
If a sale has not taken place on the valuation date, the securities are valued
at the closing bid price.

In the case of the Conseco International Fund, foreign securities are valued at
their closing prices in the exchange at which they are traded, and are converted
from the local currency into U.S. dollars using current exchange rates. Foreign
securities may trade in their local markets on weekends or other days when a
Fund does not price its shares. Therefore, the NAV of Funds holding foreign
securities may change on days when shareholders will not be able to buy or sell
their Fund shares.

Under the direction of the Board, the Funds may use a practice known as fair
value pricing under the following circumstances:
o Securities and assets for which market quotations are not readily
available
o Events that occur after an exchange closes are likely to affect the value
of the security
o Fund management strongly believes a market price is not reflective of the
security's appropriate value

<PAGE>

BUYING SHARES

OPENING A NEW ACCOUNT IS EASY

The Funds are open for business each day the New York Stock Exchange (NYSE) is
open for business. The Funds are closed for business on:

- --------------------------------------------------------------------------------
Saturday Presidents' Day Labor Day
Sunday Good Friday Thanksgiving Day
New Year's Day Memorial Day Christmas Day
Martin Luther King, Jr. Day Independence Day

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

When placing purchase orders, investors should specify whether the order is for
Class A, Class B or Class C shares. There are three convenient ways to begin
your Conseco Fund Group investment program.

- -----------------------------------------------------------------------------------------------------------
Through Financial Intermediaries By Bank Wire By Mail
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>

Shares of the Funds may be Wire your investment to: Simply complete and sign an
purchased through authorized ABA#011000028 application to begin the process.
broker-dealers, financial State Street Bank
institutions and service Boston, MA Make your check payable to the
organizations with whom the Account #9905-244-1 Fund of your choice.*
distributor has a selling agreement. Reference your customer name,
fund name and fund account number If you are adding to your
Important note: Each institution existing account, indicate your
may have its own procedures and For NEW accounts, please promptly Fund account number directly on
requirements for buying and selling complete and mail the account the check.
shares and may charge fees. Contact application form to the Funds at
your financial professional for the address given under "By Mail." Mail your application and check
more information. to:
The Funds currently do not charge Conseco Fund Group
for wire transfers, although your P.O. Box 8017
bank may. Boston, Massachusetts
02266-8017
- -----------------------------------------------------------------------------------------------------------
*No third-party checks are accepted.

</TABLE>

Payment for the shares purchased through a financial institution will not be due
until settlement date, normally three business days after the order has been
executed. WHEN MAKING PAYMENT FOR CONFIRMED PURCHASES VIA FEDERAL FUNDS WIRE,
SUCH FIRMS MUST REFERENCE THE CONFIRMATION NUMBER TO ENSURE TIMELY CREDIT.

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). Check with your investment professional to find out if they have
an internal deadline for receiving your order to ensure processing that day.

Shares are purchased at the next share price calculation after your investment
is received. The Funds reserve the right to reject any purchase order.

<PAGE>

Class A, B and C shares are available for purchase by qualified retirement plans
of both corporations and self-employed individuals. Conseco Capital Management,
Inc. (CCM) 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. CCM
also has information concerning prototype Medical Savings Accounts. For
information, call or write the Distributor.

(Sidebar)

PLEASE INDICATE WHETHER YOU WOULD LIKE THE ABILITY TO REDEEM OR EXCHANGE
SHARES BY TELEPHONE OR WIRE WHEN YOU COMPLETE YOUR APPLICATION.

CHOOSE YOUR INVESTMENT AMOUNT

Conseco Fund Group offers a flexible range of minimum investment amounts to
initiate - or add to - your investment program.

MINIMUM INVESTMENTS PER FUND

- --------------------------------------------------------------------------------
To open an account $250
- --------------------------------------------------------------------------------
To make a subsequent investment $50
- --------------------------------------------------------------------------------
To open a pre-authorized investment plan to transfer $50
assets from bank account to Fund
- --------------------------------------------------------------------------------
To open a retirement account through salary reduction $10
- --------------------------------------------------------------------------------
Initiate a Dollar Cost Averaging (DCA) Plan through $5,000
Federated money market fund account
- --------------------------------------------------------------------------------
Transfer assets from DCA Plan to Fund $250 each month
- --------------------------------------------------------------------------------

These requirements may be changed or waived at any time at the discretion of the
Funds' officers.

(Sidebar)

DOLLAR COST AVERAGING: A CONVENIENT OPTION

Through our dollar cost averaging (DCA) program, you can transfer equal amounts
of money on a regular basis from our Federated money market fund to another
investment choice.

If you have at least $5,000 invested in the money market fund, you can transfer
a minimum of $250 a month into a Conseco Fund. This investment plan helps you
buy more shares when the market is low and fewer shares when the market is high.
When you make regular investments of a given amount, you will end up investing
at different share prices over time. Over time, this can help lower the average
price you pay per share.

<PAGE>

Of course, dollar cost averaging cannot assure a profit or protect against a
loss. Additionally, since such a plan involves continuous investment in
securities regardless of fluctuating price levels, investors should consider the
financial ability required to continue purchases through periods of low price
levels.

PURCHASES BY CHECK

In order to avoid fees and delays, all checks should be drawn only on U.S. banks
in U.S. funds. A charge may be imposed if any check submitted for investment
does not clear. Third-party checks will not be accepted. When you purchase
shares by check, you will not be allowed to redeem the shares until your
investment has been in the account for 15 business days. The Fund 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.

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.

PRE-AUTHORIZED INVESTMENT PLAN

You can establish a pre-authorized investment plan where your personal bank
account is automatically debited and your Fund account is automatically credited
with additional full and fractional shares ($50 minimum monthly investment). For
further information on this process, please contact the Transfer Agent at
800-986-3384. The minimum investment requirements may be waived by the Funds for
purchases made using certain programs such as payroll deduction plans and
retirement plans.

<PAGE>

SELLING SHARES

Redemption requests should be accompanied by your account number, the exact name
of your account and your Social Security or taxpayer identification number. The
Fund will mail a check to your account address or, if you have elected the wire
redemption privilege, the Fund will wire the proceeds to your bank on the
following business day.

You may sell, or redeem, some or all of your shares on any business day by doing
one of the following.
<TABLE>
<CAPTION>

- ---------------------------------------------------------------------------------------------------------
THROUGH FINANCIAL ADVISOR BY TELEPHONE BY MAIL
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>

If you bought your shares through a Individual investors may Financial intermediaries, as
broker/dealer or other financial communicate redemption orders by well as institutional and
intermediary, you may redeem your telephone. individual investors, may sell
shares by calling them directly. shares by writing the Funds at
the following address:
Financial intermediaries may
communicate redemption orders by Conseco Fund Group
wire and telephone. P.O. Box 8017
Boston, Massachusetts
Important note: Each institution 02266-8017
may have its own procedures and
requirements for buying and selling Redemption certifications and
shares and may charge fees. Contact signature guarantees may be
your financial professional for required.
more information.

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

</TABLE>

Redemption orders placed through a financial intermediary will receive the next
calculated net asset value after the order has been accepted, minus any
applicable contingent deferred sales charge.

It is the responsibility of the financial intermediary to forward customer
redemption 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).

MORE ABOUT SELLING YOUR SHARES

Your shares will be sold at the next NAV calculated after your order is
accepted. Your order will be processed promptly and you will generally receive
the proceeds within seven business days.

<PAGE>

A Fund may delay payment up to 15 days or longer in the event the check you used
to purchase shares has not cleared. To shorten this delay, consider purchasing
your shares by bank wire through federal funds.

Under certain extraordinary circumstances, where the law allows additional time,
a Fund may suspend the right to redeem shares.

REDEEMING CLASS B AND C SHARES

Shares acquired through reinvestment of dividends and capital gains
distributions will be redeemed first, followed by shares held for the longest
period of time.

Upon redemption of Class B shares acquired through an exchange, the contingent
deferred sales charge, if any, will be calculated based on the original purchase
date of the shares exchanges.

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

REDEMPTIONS BY MAIL

Redemption certification is provided on the application. 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

Financial intermediaries may charge for their services in connection with your
redemption request but neither the Funds nor the Distributor impose any such
charges.

Although the Funds and the Transfer Agent will not be responsible for the
authenticity of telephone instructions, the following procedures have been
established to confirm that instructions communicated by telephone are genuine:
o Recording telephone instructions for exchanges and expedited redemptions
o Requiring the caller to give certain specific identifying information
o Providing written confirmations to shareholders not later than five days
following a telephone transaction

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.

Certain 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 such a financial intermediary accepts the order.

<PAGE>

EXPEDITED REDEMPTIONS

You may have the payment of redemption requests (of $250 or more) wired or
mailed directly to a designated domestic commercial bank account. Normally, such
payments will be transmitted on the second business day following receipt of the
request.

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.

ADDITIONAL SHAREHOLDER SERVICES

SYSTEMATIC WITHDRAWAL PLAN

This plan may be used for routine payments to you or a designated party.

If you reinvest your distributions, you can have regular monthly or quarterly
payments withdrawn, at no charge, in excess of $50, as long as the account has a
value of at least $5,000.

To elect this plan, simply complete the appropriate section on the application.
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.

Changing or terminating your plan is easy. Simply give written notice to the
Transfer Agent.

EXCHANGE PRIVILEGE

You may exchange shares of one Conseco Fund for shares of the same class of any
other Fund, or for shares of the Federated money market fund, without paying an
additional sales charge.

The value of shares to be exchanged must meet the fund's minimum investment
requirement.

CLASS A SHARES An initial sales charge for Class A shares, if
applicable, will be made on exchanges from the Federated money market
fund to a Fund's Class A shares.

CLASS B AND C SHARES Although a contingent deferred sales charge
(CDSC) is not charged upon an exchange to another fund or MMF within
the same class of shares, a CDSC may be applied on redemptions from
the Federated money market fund based on the original purchase date of
the Class B or Class C shares exchanged.

<PAGE>

Shares from the Federated money market fund may be exchanged back to the
originating Class of shares without any additional charges. In the case of Class
B and C shares, a contingent deferred sales charge (CDSC) may be applied on
subsequent redemptions from any fund based on the original purchase date of the
shares.

Normally, exchanges can be completed on the same business day.

(Sidebar)

REINSTATEMENT PRIVILEGE

You may reinstate your investment by reinvesting any or all of your redemption
proceeds within 180 calendar days.
o Reinvest redemptions from Class A shares at net asset value without any
initial sales charge.
o Reinvest redemptions from your Class B or Class C shares and you will be
reimbursed pro rata for the contingent deferred sales charge paid

The reinstatement privilege may be utilized only once per Fund investment and
may be subject to other restrictions.

(Sidebar)

RECORD-KEEPING MADE EASY

You will receive a confirmation of each new transaction in your account. You may
rely on these confirmations in lieu of certificates, which will not be issued,
as evidence of your ownership.

<PAGE>

DIVIDENDS AND DISTRIBUTIONS

Each Fund passes most of its net investment income along to investors in the
form of distributions. All Fund shareholders are entitled to a proportionate
share of a Fund's net income and realized capital gains on its investments.

Net investment income for all of the Funds, except the Conseco International
Fund, consists of all dividends and interest received, less expenses (including
fees payable to the Adviser and its affiliates). For Conseco International Fund,
investors receive a proportionate share of the Portfolio's dividends and
interest, less the Fund's expenses and its proportionate share of the
Portfolio's expenses.

Dividends from net investment income are declared, and paid, by each Fund
according to the schedule below. The Trustees may elect to change dividend
distribution intervals.

SCHEDULE OF DIVIDEND PAYMENTS

- --------------------------------------------------------------------------------
FUND DECLARED AND PAID
- --------------------------------------------------------------------------------
Conseco Fixed Income Fund Monthly
- --------------------------------------------------------------------------------
Conseco High Yield Fund Monthly
- --------------------------------------------------------------------------------
Conseco Convertible Securities Fund Monthly
- --------------------------------------------------------------------------------
Conseco Balanced Fund Quarterly
- --------------------------------------------------------------------------------
Conseco Equity Fund Quarterly
- --------------------------------------------------------------------------------
Conseco 20 Fund Quarterly
- --------------------------------------------------------------------------------
Conseco International Fund Annually
- --------------------------------------------------------------------------------

Any capital gains are generally declared and distributed to shareholders
annually after the close of the Fund's fiscal year. These include net capital
gains (the excess of net long-term capital gain over net short-term capital
loss), net short-term capital gains, and net realized gains from foreign
currency transactions. In the case of Conseco International Fund, they include
the Fund's proportionate share of the Portfolio's gains.

CHOOSE HOW TO USE YOUR DISTRIBUTIONS

Conseco Fund Group offers you a number of ways to receive your distributions.
When you open your account, simply specify on your application any one of the
options that meets your needs.

Keep in mind, all Fund distributions are reinvested for retirement accounts
unless specific circumstances are met. Call the Funds at 800-986-3384 for
further information.

<PAGE>

HERE ARE YOUR OPTIONS

REINVEST ALL DISTRIBUTIONS in additional Fund shares.

REINVEST ONLY INCOME DIVIDENDS in additional Fund shares. Receive other
distributions in cash.

REINVEST ONLY OTHER DISTRIBUTIONS in additional Fund shares. Receive income
dividends in cash.

RECEIVE ALL DISTRIBUTIONS IN CASH. Distributions can be sent via check to you,
or by wire to your bank account.

<PAGE>

TAX CONSIDERATIONS

Your investment in a Fund will have tax consequences that you need to consider.
The amount you will owe in taxes will vary depending on many factors, such as
your tax bracket, how long you held your shares, and whether you owe alternative
minimum tax. Some of the more common federal tax consequences are described
here, but you should consult your tax adviser about your own situation. (See the
Statement of Additional Information for more information.)

TAXABLE DISTRIBUTIONS

You will generally have to pay federal income tax on all Fund distributions.

Except for tax-advantaged retirement accounts, dividends from the Funds' taxable
income generally will be taxable to you as ordinary income, whether paid in cash
or reinvested in additional shares.

Capital gains distributions, whether paid in cash or reinvested in additional
shares, will be taxable to you, regardless of how long you have held your Fund
shares. When designated as such, short-term gains are treated as ordinary
income. Long-term gains are taxed as long-term capital gains regardless of how
long the fund shares have been held.

Income distributions and short-term capital gain distributions are generally
taxed as ordinary income. Distributions of other capital gains are generally
taxed as long-term capital gains. The tax treatment of capital gain
distributions depends on how long the Fund held the securities it sold, not when
you bought your shares of the fund, or whether you reinvested your
distributions.

TAXES ON SALES OR EXCHANGES

Selling your shares may result in a taxable gain or loss to you, depending on
whether you receive more or less than what the shares cost you.

Share exchanges, from one Fund to another within the same share class, generally
will have the same tax consequences as if those shares had been sold.

No gain or loss will be triggered as a result of the automatic conversion of
Class B shares into Class A shares.

BACKUP WITHHOLDING
When sending in your application, it's important to provide your Social Security
or other taxpayer ID number. If we don't have this number, or if the IRS informs
us that you are subject to backup withholding, the IRS requires the Fund to
withhold 31% of all money you receive from the Fund, whether from selling your
shares or from distributions.

<PAGE>

DISTRIBUTION AND SERVICE PLANS

The Funds have adopted Distribution and Service Plans (12b-1 plan) for Class A,
B and C shares to compensate the Distributor for distributing the shares and
servicing the accounts of shareholders of each such class. The following chart
provides the fees paid for the respective share classes. Because these
distributions and service fees are paid out of each share Class' assets on an
ongoing basis, over time these fees will increase the cost of your investment
and may cost you more than paying other types of sales charges.

- -----------------------------------------------------------------------------------------------
Class A Shares Class B and Class C Shares
- -----------------------------------------------------------------------------------------------
<S> <C>

For all the Funds, excluding the Conseco Fixed Fees paid to the Distributor may not be more
Income Fund, fees paid to the Distributor may than 1.00% annually of each Fund's average
be no more than 0.50% annually of the average daily net assets attributable to these
daily net assets attributable to Class A classes.
shares.

For the Conseco Fixed Income Fund, fees paid to
the Distributor may be no more than 0.65%
annually of the average daily net assets
attributable to Class A shares.

- -----------------------------------------------------------------------------------------------
</TABLE>

Payments also may be made by the Distributor to brokers, dealers and other
financial intermediaries for providing shareholder services and for promotional
and other sales-related costs for each of the share classes. However, the
portion of these payments for shareholder servicing may not exceed an annual
rate of .25% of the average daily net asset value attributable to the class of
shares owned by the financial intermediary's clients.

PAYMENTS TO FINANCIAL INTERMEDIARIES
<TABLE>
<CAPTION>
<S> <C> <C>

- ------------------------------------------------------------------------------------------------------------
CLASS A SHARES CLASS B SHARES CLASS C SHARES
- ------------------------------------------------------------------------------------------------------------
The sales charge you pay on the Since these shares are sold Since these shares are sold
purchase of Class A shares may be without sales charges, the without sales charges, the
retained by the selling broker, Distributor provides compensation Distributor provides compensation
dealer or financial intermediary. to brokers, dealers and financial to brokers, dealers and financial
intermediaries from its own intermediaries from its own
assets. assets.

This compensation is equal to 4% This compensation is equal to 1%
of the purchase amount. of the purchase amount.
- ------------------------------------------------------------------------------------------------------------
The proceeds from the contingent deferred sales charge and the 12b-1
fee, in part, are used to defray these expenses.
- ------------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>

ADMINISTRATIVE FEES

The following chart provides an explanation of services provided by Fund
Administrators and the fees paid for such services.

- --------------------------------------------------------------------------------------------------
ALL FUNDS, EXCLUDING THE CONSECO INTERNATIONAL CONSECO INTERNATIONAL FUND
FUND
- --------------------------------------------------------------------------------------------------
Services provided include: Services provided include:
o Supervising the preparation and filing o Monitoring the performance of the
of all documents required for investment company in which the
Fund compliance Conseco International Fund invests
o Supervising the maintenance of books o Coordinating the Fund's
and records relationship with that investment
o Other general and administrative company
responsibilities o Communicating with the Board and
shareholders regarding the
For such services, administrators receive fees performance of that investment
of .20% annually of each Fund's average daily company and the Fund's
net assets. master-feeder structure

For such services, the administrator
receives a fee of .75% annually of the
Fund's average daily net assets.
- -------------------------------------------------------------------------------------------------
</TABLE>

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand a Fund's
financial performance for the past five years (or, if shorter, the period of the
Fund's operations). Certain information reflects financial results for a single
Fund share. The total returns in the table represent the rate that an investor
would have earned (or lost) on an investment in each Fund (assuming reinvestment
of all dividends and distributions). This information has been audited by
___________________, whose report, along with the Funds' financial statements,
is included in the Funds' annual report, which is available upon request.

(Place Table and Related Footnotes Here)

<PAGE>

[back cover]

FOR MORE INFORMATION

More information on the Conseco Fund Group is available free upon request:

SHAREHOLDER REPORTS
Additional information about the Funds' investments is available in the Funds'
annual and semi-annual reports to shareholders.

STATEMENT OF ADDITIONAL INFORMATION (SAI)
Provides more details about each Fund and its policies. The SAI is on file with
the Securities and Exchange Commission (SEC) and is incorporated by reference
into (is legally considered part of) this prospectus.

(Sidebar)

To obtain information:

BY TELEPHONE
Call 800-986-3384

BY MAIL
Conseco Fund Group
Attn: Administrative Offices
11815 N. Pennsylvania Street
Carmel, IN 46032

BY EMAIL
[email protected]

ON THE INTERNET
Text-only versions of the prospectuses and other documents pertaining to the
Funds can be viewed online or downloaded from:
SEC
http://www.sec.gov

CONSECO CAPITAL MANAGEMENT, INC.
http://www.conseco.com

Information about the Funds (including the SAI) can also be reviewed and copied
at the SEC's public reference room in Washington, DC (phone 800-SEC-0330). Or,
you can obtain copies of this information by sending a request, along with a
duplicating fee, to the SEC's Public Reference Section, Washington, DC
20549-6009.

Registration Number: 811-07839
---------

<PAGE>

[front cover]

CONSECO FUND GROUP

[_________], 1999 Prospectus

Class Y Shares

Conseco Fixed Income Fund
Conseco High Yield Fund
Conseco Convertible Securities Fund
Conseco Balanced Fund
Conseco Equity Fund
Conseco International Fund
Conseco 20 Fund

<PAGE>

TABLE OF CONTENTS

THE FUNDS

Conseco Fixed Income Fund
Conseco High Yield Fund
Conseco Convertible Securities Fund
Conseco Balanced Fund
Conseco Equity Fund
Conseco International Fund
Conseco 20 Fund

PRINCIPAL RISK CONSIDERATIONS

FEES AND EXPENSES

MANAGEMENT

YOUR ACCOUNT

Determining Share Price

Buying Shares

Selling Shares

Dividends and Distributions

Tax Considerations

Administrative Fees

FINANCIAL HIGHLIGHTS

FOR MORE INFORMATION

<PAGE>

(Intro)

CONSECO FUND GROUP'S INTEGRATED APPROACH TO MONEY MANAGEMENT

We believe that combining the knowledge and experience of both fixed income and
equity managers leads to better security selection over time.

Whether selecting fixed income or equity securities, our analysts look for
companies with:
o Proven management teams
o Leading edge products
o Dominant market share positions

They then conduct a rigorous financial analysis of these companies, focusing on
such indicators as:
o Cost of capital
o Financial strength
o Spending plans

All of this information is used to select those securities deemed by the Adviser
to have the greatest potential for growth and/or solid income generation.

(Sidebar)

A WORD ABOUT THE ADVISER

<PAGE>

CONSECO FIXED INCOME FUND

A fixed income fund offers investors a strong complement to traditional savings
and provides a way to earn income from a portfolio of bonds and other debt
instruments.

INVESTMENT OBJECTIVE

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

ADVISER'S STRATEGY

The Fund invests primarily in INVESTMENT-GRADE DEBT SECURITIES.

The Adviser actively manages the portfolio to increase income, reduce risk, and
preserve or enhance total return.

To determine value, the Adviser utilizes:
o Independent FUNDAMENTAL ANALYSIS in evaluating the issuer
o An analysis of the specific structure of the security

The Adviser may also invest in:
o Mortgage-backed debt securities
o Asset-backed debt securities
o RESTRICTED SECURITIES

<PAGE>

PRINCIPAL RISKS
Credit risk
Interest rate risk
Market risk
Prepayment risk
Restricted securities risk
Municipal market risk
Foreign risk

See "Principal Risk Considerations" at page 00 for a detailed discussion of the
Fund's risks.

(Sidebar)

FUNDAMENTAL ANALYSIS
A research technique that looks at a company's financial condition, management,
and place in its industry to determine the intrinsic value of the company's
stock.

YANKEE BONDS
Dollar-denominated bonds issued in the U.S. by foreign banks and corporations.

<PAGE>

MATURITY
When the principal, or face value of a bond, must be repaid.

AVERAGE LIFE
The average number of years that each principal dollar will be outstanding.

HOW HAS THE FUND PERFORMED?

YEAR-BY-YEAR TOTAL RETURN (as of 12/31 each year)

(Place Bar Chart Here)

BEST QUARTER: Q[...] [...]%

WORST QUARTER: Q[...] [...]%

AVERAGE ANNUAL TOTAL RETURN (as of 12/31/98)

(Place Table Here)

<PAGE>

CONSECO HIGH YIELD FUND

INVESTMENT OBJECTIVE

The Fund seeks to provide investors with a high level of current income, with a
secondary objective of capital appreciation.

ADVISER'S STRATEGY

Normally, the Adviser invests at least 65% of the Fund's assets in LOWER-RATED
FIXED INCOME SECURITIES (those rated BB/Ba or lower by independent rating
agencies).

Supplementing outside research, the Adviser makes investment decisions based on
its own analysis of key economic and business factors that may affect the fixed
income market.

Using a strict buy/sell discipline, the Adviser seeks to enhance total return
by:
o Purchasing securities it believes are undervalued
o Selling securities it believes are overvalued or fully priced

In its search for value, the Adviser utilizes:
o Independent FUNDAMENTAL ANALYSIS of the issuer
o An analysis of the specific structure of the security

The Fund's remaining assets may be held in:
o Cash
o Money market instruments
o Securities issued or guaranteed by the U.S. government or its agencies

When consistent with Fund objectives, the Adviser may also invest in:
o Common stocks and other equity securities
o Equity and debt securities of foreign issuers, including issuers based in
emerging markets