STOCKCAR STOCKS MUTUAL FUND INC, 485APOS, 2000-03-06

STOCKCAR STOCKS MUTUAL FUND INC
485APOS, 2000-03-06

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As filed with the Securities and Exchange Commission on March 6, 2000

Registration Nos. 811-08791/333-53683

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. [3]

and/or
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 7 [X]
(Check appropriate box or boxes)

STOCKCAR STOCKS MUTUAL FUND, INC.

(Exact Name of Registrant as Specified in Charter)

256 Raceway Drive, Suite 11, Mooresville, North Carolina 28117
(Address of Principal Executive Office) (Zip Code)

Registrant's Telephone Number, including Area Code (704) 662-7096

David D. Jones, Esq.
4747 Research Forest Drive
Suite 180, #303
The Woodlands, TX 77381
(281) 367-8409

(Name and Address of Agent for Service)

With a copy to:

William P. Kovacs, Esq.
Conseco Capital Management, Inc.
11815 N. Pennsylvania Street, Carmel, Indiana 46032

and

Donald Smith, Esq.
Kirkpatrick & Lockhart
1800 Massachusetts Avenue, N.W., Washington, D.C. 20036-1800

Approximate date of proposed public Offering: As soon as practicable following
the effective date of this Registration Statement.

It is proposed that this filing will become effective (check appropriate space):
______ immediately upon filing pursuant to Rule 485 (b)
______ on December 31, 1999 pursuant to Rule 485 (b)
X 60 days after filing pursuant to Rule 485 (a)(1)
______ on [date] pursuant to Rule 485 (a)(1)
______ 75 days after filing pursuant to Rule 485 (a)(2)
______ on [date] pursuant to Rule 485 (a)(2)

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CONSECO STOCKCAR STOCKS MUTUAL FUND, INC.

Contents of Registration Statement

This Registration Statement consists of the following papers and documents:

* Cover Sheet

Contents of Registration Statement:

* Part A - Prospectus

* Part B- Statement of Additional Information

* Part C- Other Information

Signature Pages

Exhibits

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PART A

<PAGE>
Conseco [Next] Step Funds
Simplified Prospectus

Conseco StockCar Stocks Index Fund
Investing in the companies that support
America's #1 spectator sport

Advisor Class Shares
Prospectus
(Month, Day 2000)

CONSECO CAPITAL MANAGEMENT, INC.
Investment Adviser

Like shares of all mutual funds, these securities have not been approved or
disapproved by the Securities and Exchange Commission, nor has the Securities
and Exchange Commission passed upon the accuracy or adequacy of this prospectus.
Any representation to the contrary is a criminal offense.

Contents

PACE LAP: THE RISK/RETURN SUMMARY

* Victory Lane
- The Conseco StockCar Stocks Index Fund's Investment Objectives
* The Groove
- The Fund's Investment Strategy
* Red and Yellow Flags
- The Risks of Investing in the Fund

<PAGE>
- Is the Fund Right for You?
- Fund Performance
- About Fund Share Classes
- Fees and Expenses

GARAGE PASS: INSIDE THE CONSECO STOCKCAR STOCKS INDEX FUND

* Green Flag
- How the Fund Operates
* Going Flat Out
- How the Fund Invests
- That Other 5%
* The Engine
- Index Investing
- The Conseco StockCar Stocks Index

CONSECO STOCKCAR STOCKS INDEX FUND TEAM: MANAGEMENT OF THE FUND

* The Driver
- The Fund's Investment Adviser
* The Crew
- The Fund's Administrator

A FINAL CHECK: IMPORTANT FUND DETAILS

* The Fund's Place in the Race
- Calculating the Daily Share Price
* The Purse
- How the Fund Pays Out Dividends and Distributions
- Taxes on Your Fund Investment
* Track Record
- Financial Highlights

IN THE DRIVER'S SEAT

* Managing Your Fund Shares

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Conseco StockCar Stocks Index Fund

We invest in the companies that support NASCAR's Winston Cup Racing Series and
the teams that race for it.

PACE LAP: THE RISK/RETURN SUMMARY

VICTORY LANE

The Conseco StockCar Stocks Index Fund's Investment Objectives

Growth of capital and current income

Sidebar A Look Under the Hood

The Fund aims to increase the value of your investment in two ways: through an
increase in the price of the stocks the Fund invests in (that's known as growth
of capital) and passing along the dividends paid by the companies that the Fund
invests in (that's current income).

THE GROOVE

The Fund's Investment Strategy

The Fund invests in the companies of the Conseco StockCar Stocks Index (the
"Index").* The Index consists of 54 companies that support NASCAR's Winston Cup
Racing Series. The Winston Cup is the oldest of NASCAR's racing series. It is
also the best known and offers the biggest prizes. The companies in the Index
either sponsor NASCAR Winston Cup racing teams or races, or they earn money from
NASCAR Winston Cup events.

Sidebar A Look Under the Hood

The Index is an equal-weighted, price-sensitive index. Beginning in January of
each year, the Fund invests the same amount of money in the companies in the
Index. The company's size or performance over the previous year

- ------------
* To own all the stocks in the Conseco StockCar Stocks Index, we estimate the
Fund needs to have at least $25 million to invest. (As of September 30, 1999,
it had $4.7 million.) Until the Fund reaches that investment level, we may buy
a selection of stocks -- and other securities -- chosen to track the Index as
closely as possible. During this startup investing phase, we can't guarantee
that our selection will come close to matching the Index's performance.

Please note that the discussion of investment strategies and risks in this
prospectus applies to the Fund's mature phase when it has $25 million or more
invested

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does not matter. Since at the beginning of the new year there are 54 companies
in the Index, the Fund will readjust its holdings to invest 1/54 -- a little
more than 1.85% -- of its assets in the companies in the Index.

RED AND YELLOW FLAGS

The Risks of Investing in the Fund

Your Basic Red Flag

Like stock cars themselves, the Fund holds the potential for superior
performance. But the Fund makes no guarantees. Investing in it is not exactly a
spin around the block. It's more like driving on a speedway. Follow the rules of
the road in the neighborhood and you should get by. Play by the rules on the
speedway and you still might crash. You could lose part or even all of the money
you invest in the Fund, just as you can with any mutual fund.

Yellow Flags: Possible Causes of Loss in Your Fund

THE PRICES OF THE STOCKS THAT THE FUND INVESTS IN MAY FALL. The price of a
company's stock may fall because of problems at the company. A price decline may
also have little or no basis in fact -- the price may fall just because
investors suspect the company may have problems.

Then again, declining stock prices may have nothing to do with events at a
particular company, but may result from changing stock-market or economic
conditions, actions on the part of the U.S. government or other governments
around the world, or from a simple lack of investor confidence. In the past,
stocks and the stock market have recovered, but some of these slumps have lasted
for months and even years.

STOCK PRICES FOR SMALL- AND MEDIUM-SIZE COMPANIES TEND TO FLUCTUATE MORE THAN
STOCK PRICES FOR LARGE COMPANIES. Less than TK% of the stocks in the Index are
stocks of small- and medium-size companies. Stocks in such companies have often
suffered more in stock-market slumps than large-company stocks. They usually
don't have as many resources as large companies to tide them over through hard
times. What's more, investors are usually less willing to put their money into
small- and medium-size company stocks. That may mean a small company's stock
price may fall relatively farther than a large company's stock price before
sellers can find investors willing to buy.

WE INVEST IN THE STOCKS IN THE INDEX. WE DO NOT RESEARCH THE OUTLOOK FOR THE
COMPANIES WE INVEST IN, AND WE DO NOT AVOID STOCKS THAT WE THINK WON'T DO WELL.
In investing, as in stock-car racing, points you've earned at the end of the
race matter more than your standing at the end of any lap. That's the philosophy
behind index investing. It makes for a simple race plan: We invest in the
companies listed in the Index and we stay invested in them.

<PAGE>
That describes what index investing does. And it means there's one thing it
doesn't do: An index fund doesn't do research that will help predict which
stocks will break away from the pack or which will lag behind. Over the long
haul, indexers believe that the simplicity and consistency of their approach --
investing in a group of companies and sticking with them -- will pay off. But
that means an index fund makes no effort to avoid stocks that may trail the
field.

THE COMPANIES THAT MAKE UP THE INDEX MAY CHANGE, WHICH COULD AFFECT THE FUND'S
PERFORMANCE. The NASCAR Winston Cup's sponsors and supporters may change from
year to year. These changes usually result from everyday business decisions. A
company's marketing campaign to NASCAR fans may have run its course, for
example. Changes like that can mean that well-established companies with strong
track records are leaving the Index -- and companies without such strong records
are replacing them. (Of course, it could also mean just the opposite: that
stronger companies are replacing the companies leaving the Index.) In either
case, according to our investment policy, the Fund would have to invest in the
new companies in the next calendar quarter and sell its stock in the companies
that leave the Index at the end of the calendar year. That could slow Fund
performance.

A related risk is that the popularity of the NASCAR Winston Cup Series, or the
teams that race in it, may decline among fans and sponsors. If that happens,
fewer companies or weaker companies might be listed in the Index.

THE FUND RUNS A GREATER RISK OF LOSS THAN A FUND THAT INVESTS IN A WIDER RANGE
OF STOCKS. A rule of investing says that the more widely you spread your
investments, the less likely one bad investment will damage you. If you divide
your investments equally between two companies and one goes out of business, you
lose half your money. If you divide your investments equally among 100 companies
and one goes out of business, you lose only 1%.

By the same token, if you invest equally in two stocks and one doubles in price,
it increases the total value of your investment by 50%. If you invest equally in
100 stocks and one doubles in price, it would increase the total value by 1%.
The rules apply, of course, whether you invest $1,000 or $1 million. While the
stocks that make up the Index represent many industries, the Fund can invest
only in those stocks listed in the Index. Therefore, it has a higher risk of
loss than a mutual fund that can spread its investments, and its risks, more
widely.

Is the Fund Right for You?

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than other financial investments, like bonds. But stock prices change from day
to day, much more so than bonds, and sometimes by quite a lot. That fact has two
consequences:

* The value of an investment in the Fund, which itself invests almost totally in
stocks, will fall and rise in price more than an investment that is less
concentrated in stocks.
* Because that daily price variation is constant and the superior performance of
stocks builds up slowly, your risk of loss is greater if you invest in the
Fund for just a short time.

Keep in mind, too, that the Fund has not been in business long, so no
information exists on how the Fund has performed over a wide range of
stock-market conditions.

Fund Performance

The bar chart below shows the total return on Direct Class shares of the Fund in
its first calendar year. Because the Advisor Class shares have not completed a
full calendar year, Direct Class share performance is presented here. Direct
shares are not offered in this prospectus. Advisor Class shares should have
substantially similar returns, however, because they make the same investments
as Direct Class shares and have the same total expenses.

1999 Total Return
Direct Class Shares

TK%
1999

The Fund's return from January 1, 2000 to March 31, 2000 was TK%.
The Fund's best quarterly return, TK%, came in TK quarter (M, M, M).
Its worst quarterly return, TK%, came in TK quarter (M, M, M).

The table below shows how the Fund's returns have measured up to the returns of
the S&P 500 Index. It gives you an idea of how the Fund's performance has varied
compared to a widely used stock-market benchmark.

Sidebar A Look Under the Hood

The S&P 500 INDEX is a widely used benchmark of U.S. stock market performance.
The stocks in the S&P 500 represent companies from every segment of American
industry. Standard & Poor's, the company that created and

<PAGE>
maintains the S&P 500 Index, has chosen the companies because of their
importance to the economy and because their stocks are owned by a large number
of investors and change hands frequently.

Average Annual Total Return*
(as of December 31, 1999)

1 year Since inception
October 1, 1998
Direct Class shares TK% TK%
S&P 500 Index TK% TK%

* Advisor Class shares carry a 4% maximum sales load that is not reflected in
the Direct Class shares' average annual total return. If the Advisor Class
shares' average annual total return reflected this sales load, it would be
lower.

As you review the Fund's performance, please keep in mind that its past
performance does not necessarily indicate how it will perform in the future.

About Fund Share Classes

The Fund offers two classes of shares: Advisor Class shares and Direct Class
shares, available through a separate prospectus. Advisor Class shares carry an
up-front sales charge, which covers the cost of professional investment advice.
You pay the sales charge when you buy the shares. You can buy Advisor Class
shares from your registered financial professional.

For complete details, check "In the Driver's Seat: Managing Your Fund Shares."

Fees and Expenses

The tables below describe the fees and expenses you may pay if you buy and hold
shares of the Fund.

Advisor Class Shareholder Fees (fees paid directly from your investment)

Maximum up-front
sales charge 4.0%
Maximum deferred
sales charge None

The Fund will assess a fee of 0.50% of the value of the shares you sell if sell
them less than six months after purchasing them.

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Annual Fund Operating Expenses (expenses that are deducted from total Fund
assets)

Management fees 1.05% (1)
Distribution (12b-1) fees 0.25% (2)
Other expenses 0.71%
-----
Total Annual Fund Operating Expenses 2.01%
Less: Expense Waivers and/or Reimbursement (0.51%)
-----
Total Net Expenses 1.50% (3)
=====
- -----------
1. Management fees include a fee of 0.65% for investment advisory services to
Conseco Capital Management, Inc., and 0.40% for administrative and other
services to Conseco Services, LLC.
2. 12b-1 fees cover a fund's sales, marketing and promotional expenses. Because
they are paid out of the Fund on an ongoing basis, they increase the cost of
your investment the longer you hold it and may end up costing you more than
other types of sales charges.
3. The Adviser and Administrator have agreed to waive a portion of their fees
and/or pay a portion of the Fund's expenses through [closing date of
transaction], 2002, to ensure that total annual operating expenses do not
exceed 1.50% annually. They may recover any money waived under the contract
provisions, to the extent that actual fees and expenses are less than the
1.50% expense limitation, for a period of three years after the date of our
waiver. For additional information, see "Management of the Fund."

The following example should help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds.

The example assumes that you invest $10,000 in the Fund for the time periods
indicated and then sell all 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 may be higher or
lower, based on these assumptions your costs would be:

1 year 3 years 5 years 10 years
Advisor Class TK TK TK TK

GARAGE PASS: INSIDE THE CONSECO STOCKCAR STOCKS INDEX FUND

<PAGE>
GREEN FLAG

How the Fund Operates

The Fund seeks growth of capital and current income by investing in the stocks
of companies of the Conseco StockCar Stocks Index.

The Index lists any company whose stock is available to the general public and
that fits into one of the following seven categories:

* NASCAR WINSTON CUP SERIES SPONSOR: a company that sponsors the entire 34-race
NASCAR Winston Cup Series
* LEAD RACE SPONSOR: a company that sponsors one or more races in the NASCAR
Winston Cup Series
* PRIMARY CAR SPONSOR: a company that acts as the lead sponsor for one of the
roughly 45 stock cars that race in the NASCAR Winston Cup Series every year.
You can tell a car's primary sponsor by the corporate logo -- it's the one on
the hood of the car.
* MAJOR PRODUCT SPONSOR: a company that provides products, such as gasoline,
tires or beverages, to any of the NASCAR Winston Cup racing teams
* TRACK OWNER: a company that owns all or part of any of the tracks that host
the 34 NASCAR Winston Cup Series races
* LICENSEE: a company that produces a product related to the NASCAR Winston Cup
Series under a licensing agreement with NASCAR
* BROADCASTER: a company that broadcasts NASCAR Winston Cup races on television,
radio or via the internet under an agreement with NASCAR

The Index has a size limit. To be listed, a company's stock must initially have
a total market value of at least $100 million.

GOING FLAT OUT

How the Fund Invests

We aim to invest 95% of the Fund's NET ASSETS in the stocks of the companies
listed in the Index. At the beginning of each year, as noted in PACE LAP, we
invest the net assets equally in all Index stocks. From then on, the weight of
each Index stock changes with changes in its price. This means that, over the
course of the year, the Fund

<PAGE>
invests according to stock performance: It puts more money into the Index stocks
that have done better, less into those that have trailed behind.

Sidebar A Look Under the Hood

Just like any other mutual fund, the Fund's assets are the stocks and other
investment securities purchased with money from its shareholders plus any gains
(or minus any losses) from these investments. The Fund's net assets equal the
purchase price of the stocks and securities, plus gains -- or minus losses --
from investment performance, minus any amounts, usually small, that the Fund
might owe to others.

We try to come within 95% of the total return of the Index stocks. That's before
we deduct fees and expenses. We don't normally expect to match 100% of the
Index's total return, even before we take out fees and expenses, because we
can't invest all the Fund's assets in Index stocks. On one hand, we have to keep
some cash on hand to pay Fund shareholders for shares they might want to sell.
On the other, it takes time to invest all the cash we receive from the purchase
of new shares. Besides the cash on hand, the Fund has to pay commissions on the
stocks that it buys and sells. Those costs also cause its performance to deviate
from the Index's.

Sidebar A Look Under the Hood

A stock's total return equals the change in its price plus any dividends that it
pays during the period an investor owns it. If the stock gains in price the
return will be positive. But if its price falls it will have a negative return.
Since you add dividends to the calculation, a stock that pays dividends -- not
all do -- has an extra return above price change alone.

That other 5%

The Fund can invest up to 5% in the money market, in bonds issued by the U.S.
Treasury and government agencies. This is a way of earning interest on the cash
we have on hand.

THE ENGINE

Index Investing

We mentioned this briefly before in PACE LAP, but we should emphasize it again.
It's all in our name: the Conseco StockCar Stocks Index Fund is an index fund.
Unlike actively managed stock mutual funds, we don't pick just those stocks we
think will finish well -- we invest in the stocks in the Index. We believe our
approach makes sense over the long run. Historically, stocks have gained more
value than any other financial investment, like bonds or savings accounts.

<PAGE>
We're not saying that index investing beats active management, the technique
used by many mutual funds. Both index investing and active management have their
place: Active management applies research to spot those stocks with breakaway
potential and to steer clear of those that may crash. This double-edged formula
has often beaten index investing in the past, but it's like stockcar racing in
one sense: There's no telling in advance which actively managed fund can
successfully pick the winners out of the pack and avoid the losers.

Then, too, actively managed mutual funds may trade stocks frequently. They may
sell stocks because they think they have gone as far as they're likely to go or
because they haven't lived up to expectations. They will jump into others with
strong performance potential according to their research. Index mutual funds
tend to buy and sell stocks less often. Remember, they're not trying to beat the
market -- they simply aim to match the performance of a certain group of
companies by owning shares in every one of them.

Whenever active investors buy or sell stock they have to pay a commission. When
they take a profit by selling a stock that has gained in price, they have to pay
tax on that profit. The tax payment comes out of their gain, just as commissions
do. Index investors pay commissions and taxes too, of course. But since they
tend to buy and sell less, they end up paying less.

So Index funds can offer investors a less expensive way of investing in a broad
market segment. That means index funds may be right for investors who favor a
particular industry or a group of related industries but who are not familiar
with individual companies. It also means index funds could work for new
investors who want to learn how mutual funds and stock markets work as a first
step in a lifelong investment program.

The Conseco StockCar Stocks Index

The American Stock Exchange ("AMEX") calculates and publishes the Index's daily
value, under the ticker symbol RCE. The Adviser tells the AMEX when a company is
qualified or disqualified for listing in the Index. Once a company has become
eligible, the Index has to list it by the next calendar quarter. (Calendar
quarters begin January 1, April 1, July 1 or October 1.) The Index delists a
company that becomes ineligible at the end of the year in which it became
ineligible.

Sidebar The Word from Pit Road

To return to equal weighting at the end of each year -- where the stocks in the
Index account for 1/54 of the Fund's total investment -- we buy and sell stocks
to match the Index.

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The 54 stocks included in the Conseco StockCar Stocks Index reflect the broad
corporate support for NASCAR racing. Standard & Poor's, which tracks the
performance of the 1,500 companies that account for 87% of the total
stock-market value in the United States, has divided American business into 13
major sectors. The Index contains companies from TK of them. The companies in
the Index also come in all sizes. As of June 11, 1999:

* TK% were large caps, or large-capitalization companies, whose total
stock-market value exceeded $10 billion.
* TK% were mid caps, companies whose stock-market value ranged between $1
billion and $10 billion.
* TK% were small caps with less than $1 billion in market value.

[DIAGRAM]

List the companies in the Index, their ticker symbols and the logos they use in
the Winston Cup along with the following caption:

The 54 stocks included in the Index reflect the broad support NASCAR racing
enjoys among American companies.

CONSECO STOCKCAR STOCKS INDEX FUND TEAM: MANAGEMENT OF THE FUND

THE DRIVER

The Fund's Investment Adviser

Conseco Capital Management, Inc. ("CCM"), located at 11815 N. Pennsylvania
Avenue, Carmel, Indiana 46032, is a wholly owned subsidiary of Conseco, Inc., a
publicly owned financial services company that provides specialized annuity,
life and health insurance products. CCM manages investments for Conseco Fund
Group and other affiliated mutual funds, as well as for foundations, endowments,
corporations, governments, unions and wealthy individuals. As of December 31,
1999, CCM managed more than $TK billion.

CCM annually receives a fee of 0.65% of the Fund's average daily net assets for
its services.

Advisory Fees

For the fiscal year ended 12/31/99, the Adviser received $11, 599 for advisory
services provided. These advisory fees were paid to StockCar Stocks Advisors,
LLC, the Fund's investment adviser from October 1, 1998, when the Fund began
operations, until [date TK]. CCM acquired StockCar Stocks Advisors, LLC on [date
TK] and assumed the investment management of the Fund.

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THE CREW

The Fund's Administrator

Conseco Services, LLC is the Fund's Administrator. It is responsible for:
- reports required by the federal Securities and Exchange Commission and state
securities commissions

* maintaining the Fund's books and records
* reports for the Fund's board of directors
* proxy statements and shareholder reports
* TK

Conseco Services receives a fee for these services at an annual rate of 0.40%
for the first $50,000,000; 0.30% for the net $25,000,000; and 0.20% in excess of
$75,000,000 of the Fund's average daily net assets.

A FINAL CHECK: IMPORTANT FUND DETAILS

THE FUND'S PLACE IN THE RACE

Calculating Daily Share Price

Like most other mutual funds, the Fund's daily share price reflects the market
value of all the stocks and bonds it owns, plus cash on hand, minus any
liabilities. That daily calculation provides the Fund's total net asset value.
Divide the net asset value by the number of shares outstanding and you get the
net asset value per share. As a result, the Fund's share price is also called
its Net Asset Value, abbreviated simply as NAV.

We normally compute the Fund's NAV at the end of regular trading hours -- 4 PM
Eastern time -- every day the New York Stock Exchange ("NYSE") is open for
business. We value the stocks and bonds the Fund owns at their market price at
that time. If we cannot easily find a price quote, we estimate the price in
accordance with guidelines approved by the Fund's board of directors.

THE PURSE

How the Fund Pays Out Dividends and Distributions

The Fund pays out at least 90% of its net investment income to its shareholders
annually in proportion to the number of Fund shares each of them owns. Note that
Direct Class and Adviser Class shares could each receive a different amount of
net investment income because of differing expenses.

<PAGE>
Sidebar A Look Under the Hood

Net investment income equals all stock dividends a fund's investments earn, plus
any interest it receives on the bonds it owns, minus expenses.

The Fund pays out all capital gains, which is the profit it makes on investments
when it sells them. This payout is called a capital gain distribution. We will
automatically use the dividends and distributions earned by your investment to
purchase additional Fund shares for your account. If you prefer to have them
paid directly to you by check, please notify us in writing at the address listed
in Buying or selling shares by mail under CONTACTING THE PIT.

Taxes on Your Fund Investment

* Your income tax bracket
* How long the Fund has owned the stock in companies that it sells
* How long you've owned any shares in the Fund that you might sell

BECAUSE EACH INVESTOR'S TAX CIRCUMSTANCES ARE UNIQUE AND BECAUSE TAX LAWS ARE
SUBJECT TO CHANGE, WE RECOMMEND CONSULTING YOUR INDEPENDENT TAX ADVISOR ABOUT
YOUR TAX ISSUES.

The amount of tax you owe each year on your Fund investment will depend on the
amount of dividends and capital gain distributions the Fund pays out. Normally,
the taxes will be due in the year dividends and distributions are paid, except
for distributions declared in December and paid in January of the next year,
which are taxable as if we paid them December 31.

Dividends and capital gain distributions usually create the following tax
liability:

Transaction Tax Status
Income payout Ordinary income
Short-term capital gain distribution Ordinary income
Long-term capital gain distribution Capital gain

In addition, if you sell or exchange your Fund shares you may have a taxable
gain or loss, depending on the price you bought your shares for and the price
you sell them for.

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Transaction Tax Status
You sell shares owned for more than one year Capital gain or loss
You sell shares owned for one year or less Gains treated as ordinary income,
losses subject to special rules

Sidebar The Word from Pit Road

When you exchange Fund shares for shares in another Conseco Fund Group fund, the
government considers, for tax purposes, that you have sold shares in the Fund to
buy shares in the other fund.

After December 31 of each year, we will mail you a notice telling you how much
your investment in the Fund has earned in dividends and distributions during the
year and the federal tax status of these earnings -- whether they are taxable as
ordinary income or as a short- or long-term gain.

Tax considerations for tax-deferred accounts, such as qualified retirement plans
or nontaxable entities, will be different.

Sidebar A Final Yellow Flag

You must provide your Social Security or other taxpayer ID number on your Fund
account application. If we do not have your number on record, you will be
subject to backup withholding. That means the IRS requires us to withhold 31% of
all earnings from your Fund investment. Consult your tax advisor for details.

TRACK RECORD

Financial Highlights

The table below provides a picture of the Fund's performance since it began
operations. The information shown reflects results for a single Fund share. The
total return represents the rate of return for an investor who reinvested all
dividends and distributions. Tait, Weller & Baker of Philadelphia, Penn. has
audited this information. Their report, along with the Fund's financial
statements, are included in the Fund's annual report dated September 30, 1999,
which is available on request by calling 1-800-494-2755.

<PAGE>
Financial Highlights
Advisor Class shares
(1)
Per-share operating performance 9/1/99-9/30/99
Net Asset Value at
beginning of period $14.40
Investment Operations
Net investment income 0.01
Net realized and unrealized
gain/(loss) on investments (0.92)
Total from investment operations (0.91)
Net Asset Value, end of period $13.49
Average annual total return (6.32)%
Ratios/Supplemental Data
Net assets,
End of period (in 000's) $208
Ratio of expenses to average net assets 1.41%
Ratio of net investment income (loss) to
average net assets 0.63%
Portfolio turnover rate 6.60%

(1) The Fund first sold Advisor Class shares to the public on August 2, 1999.

MANAGING YOUR FUND SHARES

CONTACTING THE PIT

Important Information about Contacting the Conseco StockCar Stocks Index Fund
By phone
800-494-2755, 24 hours a day

By mail
Conseco StockCar Stocks Index Fund - Advisor Class
Attn: Administrative Offices
11815 N. Pennsylvania St., K1B
Carmel, IN 46032

Buying or selling shares by mail, including overnight mail
Conseco StockCar Stocks Index Fund - Advisor Class
c/o Declaration Service Company
555 North Lane, Suite 6160
Conshohocken, PA 19428
800-494-2755

<PAGE>
Our business hours

We're open for business and you can buy and sell shares whenever the New York
Stock Exchange is open for business. That's any weekday except: New Year's Day,
Martin Luther King Jr. Day, Presidents' Day, Good Friday, Memorial Day, the
Fourth of July, Labor Day, Thanksgiving Day and Christmas Day.

Minimum fund investments
To open an account $TK
Each new investment after the first TK
To open an automated investment plan TK

We cannot accept third-party checks.

Keeping track

We'll send you written confirmation of each transaction. These confirmations
serve as your proof of ownership since we do not issue certificates.

"NASCAR," the trademark of the National Association of Stock Car Racing, has
been licensed for use by Conseco, Inc. and its affiliates as NASCAR's official
financial services provider. The National Association of Stock Car Racing does
not sponsor, endorse, sell or promote the Conseco StockCar Stocks Index Fund or
the Conseco StockCar Stocks Index. Nor does the National Association of Stock
Car Racing make any representation regarding the advisability of investing in
the Conseco StockCar Stocks Index Fund.

START YOUR ENGINES

Three Easy Ways to Invest in the Fund

Through your financial professional

You can buy shares of the Fund through any authorized broker/dealer, financial
planner or a financial institution, such as a bank. These organizations and
individuals may maintain their own procedures for buying and selling shares and
may charge fees. Your financial professional will have the details.

By mail

Mail your completed application and a check payable to the Conseco StockCar
Stocks Index Fund - Advisor Class to one of the addresses listed in Buying or
selling shares by mail under Contacting the Pit.

<PAGE>
By bank wire

Mail your completed application to one of the addresses listed in Buying or
selling shares by mail under Contacting the Pit and wire your investment to:

ABA#TK
Credit to:
Declaration Service Company
Account #201422469583

Further credit to:
* Conseco StockCar Stocks Index Fund
* Your account name
* #TK, the Conseco StockCar Stocks Index Fund's number

THE SET-UP

Paying for Your Fund Investment

The price you pay for Advisor Class shares equals the Fund's current share price
plus a sales charge that varies according to the amount you invest:

If your purchase is ... your sales charge as a
% of the share price is ...
less than $50,000 to $99,999 4.00
$100,00 to $249,999 3.00
$250,000 to $499,999 2.00
$500,000 to $999,999 1.00
$1,000,000 and over none

You may be able to reduce the sales charge on the purchase of your Fund shares:

* You may add the value of any existing Conseco Fund Group investments to the
amount of your Fund investment to determine the sales charge.

* You may also add Conseco Fund Group funds held for your benefit in trust.
These include qualified retirement plans where you work as well as any Conseco
Variable Life Insurance Company variable annuities that you own.

* If you sign a letter of intent agreeing to invest a definite amount in the
Fund or any Conseco Fund Group fund Class A shares in the 13 months following
your purchase, we will calculate the sales charge as if you had
purchased all the shares at one time.

<PAGE>
Consult your registered financial professional or the Conseco StockCar Stocks
Index Fund's Statement of Additional Information for further details on our
share cost reduction programs.

You may reinvest the proceeds of your Fund sale in the Fund or in Class A shares
of any other Conseco Fund Group fund anytime within 180 calendar days after you
sell your shares without paying any additional sales charge. You may exercise
this reinvestment privilege only once per Fund investment, and it may be subject
to other restrictions.

Paying for Shareholder Services

The Fund has adopted a 12b-1 service plan to compensate Conseco Equity Sales,
Inc., the principal underwriter, for distributing Fund shares and servicing
shareholder accounts. The Fund pays ongoing fees of up to 0.25% of average daily
net assets. This will increase the cost of your investment and reduce its
return.

In addition, Conseco Equity Sales may retain the sales charge you pay and may
make payments to brokers, dealers and other financial intermediaries for
providing shareholder services and for covering their sales-related costs. These
payments may not exceed an annual rate of 0.25% of average daily net asset
value.

REFUELING

Important Information about Buying Fund Shares

* You pay for your shares at the next share price calculated after we receive
your order.
* You must make your initial purchase by mail or wire.
* If you buy shares through a financial professional, it is the professional's
responsibility to forward your purchase order before the close of business on
the New York Stock Exchange, normally 4 PM Eastern time. You should check to
see whether your financial professional has an earlier daily deadline for
forwarding purchase orders.
* Payment for shares purchased through a financial institution, such as a bank
or an authorized broker/dealer, is due on the settlement date, normally three
days after we have received your order. (If you or your financial professional
is making payment via federal funds wire, be sure to get a confirmation
number. You may need it to ensure timely credit.)
* We can only accept checks in U.S. dollars drawn on U.S. funds.
* We may charge a fee on purchase checks that do not clear.

<PAGE>
* To ensure that all checks have cleared, we do not allow investors to sell
shares purchased by check until they have owned the shares at least 15 days.
* We reserve the right to cancel any purchase order.

CHECKERED FLAG

Important Information about Selling Fund Shares

If you sell by phone

* Neither the Fund nor its transfer agent is responsible for verifying whether a
telephone sales order is genuine. We do, however, protect you with these
safeguards:
- We record telephone orders.
- We require callers to provide specific identifying information.
- We send written confirmation of your order within five days.
* You cannot place orders by phone if you have rejected the telephone privilege
on Part TK of your account application.

If you sell through your financial professional

Your financial professional may

* Have separate procedures for buying and selling shares.
* Charge fees for processing your sales request, even though we do not.

If you sell by mail

Send your request to the address in Buying or selling shares by mail under
Contacting the Pit.

We require a signature guarantee for sales of Fund shares totaling $10,000 or
more. You can obtain a signature guarantee from most financial institutions,
such as banks, brokers/dealers, credit unions and savings associations, but not
from a notary public.

Information required on all sale requests

* Include your account number, your account's name and your Social Security or
taxpayer identification number with your sales request.
* State either the number of shares you wish to sell or the amount you wish to
receive from the sale.

<PAGE>
Calculating the proceeds from your sale

* We sell your shares at the next share price calculated after we receive your
request, either from you directly or through your registered financial
professional.
* If you submit your sales request through a registered financial professional,
it is the financial professional's responsibility to transmit your request
prior to the close of the New York Stock Exchange to receive that day's
share price. You should check to see if your financial professional has an
earlier daily deadline for forwarding sales requests.

Receiving the proceeds from your sale

* You should receive a check for the net proceeds of your sale within seven
business days. We may, however, delay payment if the check you used to
purchase the shares you're selling has not cleared.
* We will mail the check for the proceeds of the sale of your shares to the
address listed on your account application.
* Under extraordinary circumstances specified by law we may temporarily suspend
payment.

THE VIP TREATMENT

Special Shareholder Services

We offer an array of special services free of charge to make investing in the
Fund and all Conseco Fund Group mutual funds easy.

* Preauthorized investing lets you set up debits from your checking account for
$50 or more every month to purchase Conseco Fund Group mutual fund shares. You
may even qualify for a waiver of the $TK minimum on purchases made through
payroll deduction or qualified retirement plans.

* Electronic buying and selling lets you transfer money directly between your
bank and Fund accounts to buy or sell as little as $50 or as much as $50,000.
To take advantage of this feature, simply fill out Part TK, "Automatic
Investment Program," on your account application.

* Conseco's Share Exchange program lets you exchange shares in the Fund for
Class A shares in any Conseco Fund Group fund free of charge.
- - The value of the shares you are exchanging must meet the minimum purchase
requirement of the fund you're exchanging them for.
- - Normally we will execute the entire transaction in a single business day.
- - The Internal Revenue Service considers exchanges as the sale of shares in one
fund and the purchase of shares in another, so your exchange may have tax
consequences. Consult your tax advisor.

<PAGE>
BACK COVER

More information on the Fund is available free upon request.

Shareholder reports

Additional information about the Fund's investments is available in its
semiannual report to shareholders.

Statement of Additional Information

The Statement of Additional Information provides detailed information on the
Fund. We have filed the Statement of Additional Information, dated [DATE], with
the Securities and Exchange Commission. It is incorporated by reference into
this prospectus and is legally a part of it.

To obtain a shareholder report, Statement of Additional Information or other
information free of charge, contact us:

by telephone:
800-494-2755

by mail:
Conseco StockCar Stocks Index Fund
c/o Declaration Service Company
555 North Lane, Suite 6160
Conshohocken, PA 19428

on the Internet:
You can view text-only versions of the prospectus and other Fund details online
or download them from:

The Securities and Exchange Commission
http://www.sec.gov, or
http://www.stockcarstocks.com

<PAGE>
You can review and copy the documents at the Securities and Exchange
Commission's Public Reference Room in Washington, D.C. Call the SEC at
800-SEC-0330 for further details. The SEC will furnish hard copies of the
documents, upon payment of a duplicating fee, through the Public Reference
Section. Address your request to:

Public Reference Section of the SEC
Washington, DC 20549-6009

Conseco StockCar Stocks Index Fund
Registration Number: 811-8791

Conseco [Next] Step Funds
Simplified Prospectus

Conseco StockCar Stocks Index Fund
Investing in the companies that support
America's #1 spectator sport

Direct Class Shares
Prospectus
(Month Day, 2000)

CONSECO CAPITAL MANAGEMENT, INC.
Investment Adviser

<PAGE>
Like shares of all mutual funds, these securities have not been approved or
disapproved by the Securities and Exchange Commission, nor has the Securities
and Exchange Commission passed upon the accuracy or adequacy of this prospectus.
Any representation to the contrary is a criminal offense.

Contents

PACE LAP: THE RISK/RETURN SUMMARY

* Victory Lane: The Conseco StockCar Stocks Index Fund's Investment Objectives
* The Groove: The Fund's Investment Strategy
* Red and Yellow Flags
- The Risks of Investing in the Fund
- Is the Fund Right for You?
- Fund Performance
- About Fund Share Classes
- Fees and Expenses

GARAGE PASS: INSIDE THE CONSECO STOCKCAR STOCKS INDEX FUND

* Green Flag
- How the Fund Operates
* Going Flat Out
- How the Fund Invests
- That Other 5%
* The Engine
- Index Investing
- The Conseco StockCar Stocks Index

CONSECO STOCKCAR STOCKS INDEX FUND TEAM: MANAGEMENT OF THE FUND

* The Driver
- The Fund's Investment Adviser
* The Crew
- The Fund's Administrator

<PAGE>
A FINAL CHECK: IMPORTANT FUND DETAILS
* The Fund's Place in the Race:
- Calculating the Daily Share Price
* The Purse
- How the Fund Pays Out Dividends and Distributions
- Taxes on Your Fund Investment
* Track Record
- Financial Highlights

IN THE DRIVER'S SEAT

* Managing Your Fund Shares

Conseco StockCar Stocks Index Fund

We invest in the companies that support NASCAR's Winston Cup Racing Series and
the teams that race for it.

PACE LAP: THE RISK/RETURN SUMMARY

VICTORY LANE

The Conseco StockCar Stocks Index Fund's Investment Objectives

Growth of capital and current income

Sidebar A Look Under the Hood

THE GROOVE

The Fund's Investment Strategy

<PAGE>
The Fund invests in the companies of the Conseco StockCar Stocks Index (the
"Index").* The Index consists of 54 companies that support NASCAR's Winston Cup
Racing Series. The Winston Cup is the oldest of NASCAR's racing series. It is
also the best known and offers the biggest prizes. The companies in the Index
either sponsor NASCAR Winston Cup racing teams or races, or they earn money from
NASCAR Winston Cup events.

Sidebar A Look Under the Hood

The Index is an equal-weighted, price-sensitive index. Beginning in January of
each year, the Fund invests the same amount of money in each company in the
Index. The company's size or performance over the previous year does not matter.
Since there are 54 companies in the Index, the Fund will readjust its holdings
at the beginning of the new year to invest 1/54 -- a little more than 1.85% --
of its assets in the companies in the Index.

RED AND YELLOW FLAGS

The Risks of Investing in the Fund

Your Basic Red Flag

Yellow Flags: Possible Causes of Loss in Your Fund

- ------------
* To own all the stocks in the Index, we estimate the Fund needs to
have at least $25 million to invest. (As of September 30, 1999, it had $4.7
million.) Until the Fund reaches that investment level, we may buy a selection
of stocks -- and other securities -- chosen to track the Index as closely as
possible. During this start-up investing phase, we can't guarantee that our
selection will come close to matching the Index's performance.

Please note that the discussion of investment strategies and risks in this
prospectus applies to the Fund's mature phase when it has $25 million or more
invested.

<PAGE>
governments around the world, or from a simple lack of investor confidence. In
the past, stocks and the stock market have recovered, but some of these slumps
have lasted for months and even years.

That describes what index investing does. And it means there's one thing it
doesn't do: An index fund doesn't do research that will help predict which
stocks will break away from the pack or which will lag behind. Over the long
haul, indexers believe that the simplicity and consistency of their approach --
investing in a group of companies and sticking with them -- will pay off. But
that means an index fund makes no effort to avoid stocks that may trail the
field.

THE COMPANIES THAT MAKE UP THE INDEX MAY CHANGE, WHICH COULD AFFECT THE FUND'S
PERFORMANCE. The NASCAR Winston Cup's sponsors and supporters may change from
year to year. These changes usually result from everyday business decisions. A
company's marketing campaign to NASCAR fans may have run its course, for
example. Changes like that could mean that well-established companies with
strong track records are leaving the Index -- and companies without such strong
records are replacing them. (Of course, it could also mean just the opposite:
that stronger companies are replacing the companies leaving the Index.) In
either case, according to our investment policy, the Fund would have to invest
in the new companies in the next calendar quarter and sell its stock in the
companies that leave the Index at the end of the calendar year. That could slow
Fund performance.

<PAGE>
THE FUND RUNS A GREATER RISK OF LOSS THAN A FUND THAT INVESTS IN A WIDER RANGE
OF STOCKS. A rule of investing says that the more widely you spread your
investments, the less likely one bad investment will damage you. If you divide
your investments equally between two companies and one goes out of business, you
lose half your money. If you divide your investments equally among 100 companies
and one goes out of business, you lose only 1%.

Is the Fund Right for You?

You should consider investing in the Fund if you are looking to increase the
value of your investment over the long term. That last part is important. Over
longer periods -- five years or more -- stocks have usually done better than
other financial investments, like bonds. But stock prices change from day to
day, much more so than bonds, and sometimes by quite a lot. That fact has two
consequences:

Keep in mind, too, that the Fund has not been in business long, so no
information exists on how the Fund has performed over a wide range of
stock-market conditions.

Fund Performance

The bar chart below shows the total return on Direct Class shares of the Fund in
its first calendar year.

1999 Total Return
Direct Class shares
TK%
1999

<PAGE>
The Fund's return from January 1, 2000 to March 31, 2000 was TK%.
The Fund's best quarterly return, TK%, came in TK quarter (M, M, M).
Its worst quarterly return, TK%, came in TK quarter (M, M, M).

Sidebar A Look Under the Hood

The S&P 500 Index is a widely used benchmark of U.S. stock-market performance.
The stocks in the S&P 500 represent companies from every segment of American
industry. Standard & Poor's, the company that created and maintains the S&P 500
Index, has chosen the companies because of their importance to the economy and
because their stocks are owned by a large number of investors and change hands
frequently.

Average Annual Total Return
(as of December 31, 1999)

1 year Since inception
October 1, 1998
Direct Class shares TK% TK%
S&P 500 Index TK% TK%

As you review the Fund's performance, please keep in mind that its past
performance does not necessarily indicate how it will perform in the future.

About Fund Share Classes

The Fund offers two classes of shares: Direct Class shares and Advisor Class
shares, available through a separate prospectus. Direct Class shares come
without up-front or deferred sales charges and without professional investment
advice. You can buy Advisor Class shares from your registered financial
professional.

For complete details, check "In the Driver's Seat: Managing Your Conseco
StockCar Stocks Index Fund Shares."

Fees and Expenses

The tables below describe the fees and expenses you may pay if you buy and hold
shares of the Fund.

<PAGE>
Direct Class Shareholder Fees (fees paid directly from your investment)

Maximum up-front
sales charge None
Maximum deferred
sales charge None

The Fund will assess a fee of 0.50% of the value of the shares you sell if sell
them less than six months after purchasing them.

Annual Fund Operating Expenses (expenses that are deducted from total Fund
assets)

Management fees 1.05% (1)
Distribution (12b-1) fees 0.25% (2)
Other expenses 0.71%

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

Total annual Fund operating expenses 2.01%
Less: Expense waivers and/or reimbursement (0.51%)

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

Total net expenses 1.50% (3)
====
- ---------
1. Management fees include a fee of 0.65% for investment advisory services to
Conseco Capital Management, Inc., and 0.40% for administrative and other
services to Conseco Services, LLC.
2. 12b-1 fees cover a fund's sales, marketing and promotional expenses. Because
they are paid out of the Fund on an ongoing basis, they increase the cost of
your investment the longer you hold it and may end up costing you more than
other types of sales charges.
3. The Adviser and Administrator have agreed to waive a portion of their fees
and/or pay a portion of the Fund's expenses through [closing date of
transaction] 2002, to ensure that total annual operating expenses do not
exceed 1.50% annually. They may recover any money waived under the contract
provisions, to the extent that actual fees and expenses are less than the
1.50% expense limitation, for a period of three years after the date of our
waiver. For additional information, see "Management of the Fund."

The following example should help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds.

<PAGE>
The example assumes that you invest $10,000 in the Fund for the time periods
indicated and then sell all 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 may be higher or
lower, based on these assumptions your costs would be:

1 year 3 years 5 years 10 years
Direct Class TK TK TK TK

GARAGE PASS: INSIDE THE CONSECO STOCKCAR STOCKS INDEX FUND

GREEN FLAG

How the Fund Operates

The Fund seeks growth of capital and current income by investing in the stocks
of companies of the Index.

The Index lists any company whose stock is available to the general public and
that fits into one of the following seven categories:

* NASCAR WINSTON CUP SERIES SPONSOR: a company that sponsors the entire
34-race NASCAR Winston Cup Series

* LEAD RACE SPONSOR: a company that sponsors one or more races in the
NASCAR Winston Cup Series

* PRIMARY CAR SPONSOR: a company that acts as the lead sponsor for one
of the roughly 45 stock cars that race in the NASCAR Winston Cup
Series every year. You can tell a car's primary sponsor by the
corporate logo -- it's the one on the hood of the car.

* MAJOR PRODUCT SPONSOR: a company that provides products, such as
gasoline, tires or beverages, to any of the NASCAR Winston Cup racing
teams

* TRACK OWNER: a company that owns all or part of any of the tracks that
host the 34 NASCAR Winston Cup Series races o Licensee: a company that
produces a product related to the NASCAR Winston Cup Series under a
licensing agreement with NASCAR

* BROADCASTER: a company that broadcasts NASCAR Winston Cup races on
television, radio or via the internet under an agreement with NASCAR

The Index has no minimum earnings qualification -- it doesn't matter how much or
how little a company earns from its participation in the NASCAR Winston Cup
Series as long as it fits into one of the seven categories. The Index has a size
limit. To be listed, a company's stock must initially have a total market value
of at least $100 million.

<PAGE>
GOING FLAT OUT

How the Fund Invests

We aim to invest 95% of the Fund's net assets in the stocks of the companies
listed in the Index. At the beginning of each year, as noted in PACE LAP, we
invest the net assets equally in the Index stocks. From then on, the weight of
the Index stocks change with changes in their prices. This means that, over the
course of the year, the Fund invests according to stock performance: It puts
more money into the Index stocks that have done better, less into those that
have trailed behind.

Sidebar A Look Under the Hood

That other 5%

The Fund can invest up to 5% in the money market, in bonds issued by the U.S.
Treasury and government agencies. This is a way of earning interest on the cash
we have on hand.

<PAGE>

THE ENGINE

Index Investing

We're not saying that index investing beats active management, the technique
used by many mutual funds. Both index investing and active management have their
place: Active management applies research to spot those stocks with breakaway
potential and to steer clear of those that may crash. This double-edged formula
has often beaten index investing in the past, but it's like stock-car racing in
one sense: There's no telling in advance which actively managed fund can
successfully pick the winners out of the pack and avoid the losers.

So index funds can offer investors a less expensive way of investing in a broad
market segment. That means index funds may be right for investors who favor a
particular industry or a group of related industries but who are not familiar
with individual companies. It also means index funds could work for new
investors who want to learn how mutual funds and stock markets work as the next
step in a lifelong investment program.

The Conseco StockCar Stocks Index

<PAGE>

Once a company has become eligible, the Index has to list it by the next
calendar quarter. (Calendar quarters begin January 1, April 1, July 1 or October
1.) The Index delists a company that becomes ineligible at the end of the year
in which it became ineligible.

Sidebar The Word from Pit Road

To return to equal weighting at the end of each year -- when the stocks in the
Index account for 1/54 of the Fund's total investment -- we buy and sell stocks
to match the Index.

The 54 stocks included in the Conseco StockCar Stocks Index reflect the broad
corporate support for NASCAR racing. Standard & Poor's, which tracks the
performance of the 1,500 companies that account for 87% of the total
stock-market value in the United States, has divided American business into 13
major sectors. The Index contains companies from TK of them. The companies in
the Index also come in all sizes. As of June 11, 1999:

* TK% were large caps, or large-capitalization companies, whose total
stock-market value exceeded $10 billion.

* TK% were mid caps, companies whose stock-market value ranged between
$1 billion and $10 billion.

* TK% were small caps with less than $1 billion in market value.

[DIAGRAM]

List the companies in the Index, their ticker symbols and the logos they use in
the Winston Cup along with the following caption: The 54 stocks included in the
Index reflect the broad support NASCAR racing enjoys among American companies.

CONSECO STOCKCAR STOCKS INDEX FUND TEAM: MANAGEMENT OF THE FUND

THE DRIVER

The Fund's Investment Adviser

Conseco Capital Management, Inc. ("CCM"), located at 11815 N. Pennsylvania
Avenue, Carmel, Indiana 46032, is a wholly owned subsidiary of Conseco, Inc., a
publicly owned financial services company that provides specialized annuity,
life and health insurance products. CCM manages investments for Conseco Fund
Group and other affiliated mutual funds, as well as foundation, endowment,
corporation, government, union and high net worth individuals. As of December
31, 1999, CCM managed more than $TK billion.

CCM annually receives a fee of 0.65% of the Fund's average daily net assets for
its services.

<PAGE>

Advisory Fees

THE CREW

The Fund's Administrator

Conseco Services, LLC is the Fund's Administrator. It is responsible for:

* Reports required by the federal Securities and Exchange Commission and
state securities commissions

* Maintaining the Fund's books and records

* Reports for the Fund's board of directors

* Proxy statements and shareholder reports

* TK

A FINAL CHECK: IMPORTANT FUND DETAILS

THE FUND'S PLACE IN THE RACE

Calculating Daily Share Price

<PAGE>

THE PURSE

How the Fund Pays Out Dividends and Distributions

Sidebar A Look Under the Hood

Net investment income equals all stock dividends a fund's investments earn, plus
any interest it receives on the bonds it owns, minus expenses.

Taxes on Your Fund Investment

The Fund's shareholders, not the Fund itself, ordinarily pay taxes on its
dividends and distributions, as is the case with most mutual funds. You will owe
the taxes whether or not you choose to receive your distributions and dividends
in cash or reinvest them. The amount you owe will depend on many factors. The
most important are: o Your income tax bracket o How long the Fund has owned the
stock in companies that it sells o How long you've owned any shares in the Fund
that you might sell

Because each investor's tax circumstances are unique and because tax laws are
subject to change, we recommend consulting your independent tax advisor about
your tax issues.

<PAGE>

Dividends and capital gain distributions usually create the following tax
liability:

Transaction Tax Status
Income payout Ordinary income
Short-term capital gain distribution Ordinary income
Long-term capital gain distribution Capital gain

In addition, if you sell or exchange your Fund shares you may have a taxable
gain or loss, depending on the price you bought your shares for and the price
you sell them for.

Transaction Tax Status
You sell shares owned for more than one year Capital gain or loss
You sell shares owned for one year or less Gains treated as ordinary income,
losses subject to special rules

Sidebar The Word from Pit Road

When you exchange Fund shares for shares in another Conseco Fund Group fund, the
government considers, for tax purposes, that you have sold shares in the Fund to
buy shares in the other fund.

Tax considerations for tax-deferred accounts, such as qualified retirement plans
or nontaxable entities, will be different.

Sidebar A Final Yellow Flag

TRACK RECORD

Financial Highlights

The table below provides a picture of the Fund's performance since it began
operations. The information shown reflects results for a single Fund share. The
total return represents the rate of return for an investor who reinvested all
dividends and distributions. Tait, Weller & Baker of Philadelphia, PA has
audited this information. Their report, along with the Fund's financial
statements, are included in the Fund's annual report dated September 30, 1999,
which is available on request by calling 1-800-494-2755.

<PAGE>

Financial Highlights

Direct Class shares
Per-share operating performance 10/1/98-9/30/99
Net Asset Value at
beginning of period $15.00

Investment operations
Net investment income 0.02
Net realized and unrealized
gain/(loss) on investments 2.82

Total from investment operations 2.84

Net Asset Value,
end of period $17.84

Total return 18.93%

Ratios/supplemental data

Net assets,
end of period (in 000's) $4,652

Ratio of expenses to average net assets 1.41%
Ratio of net investment income (loss) to
average net assets 0.28%

Portfolio turnover rate 6.60%

Managing Your Fund Shares

CONTACTING THE PIT

Important Information about Contacting the Conseco StockCar Stocks Index Fund
By phone
800-494-2755, 24 hours a day

By mail

Conseco StockCar Stocks Index Fund - Direct Class
Attn: Administrative Offices
11815 N. Pennsylvania St., K1B
Carmel, IN 46032

<PAGE>

Buying or selling shares by mail, including overnight mail

Conseco StockCar Stocks Index Fund - Direct Class

c/o Declaration Service Company
555 North Lane, Suite 6160
Conshohocken, PA 19428
800-494-2755

Our business hours

Minimum fund investments
To open an account $TK

Each new investment after the first TK

To open an automated investment plan TK

We cannot accept third-party checks.

Keeping track

We'll send you written confirmation of each transaction. These confirmations
serve as your proof of ownership since we do not issue share certificates.

<PAGE>

START YOUR ENGINES

Important Information about Investing in the Fund
By mail

Mail your completed application and a check payable to the Conseco StockCar
Stocks Index Fund - Direct Class to one of the addresses listed in Buying or
selling shares by mail under Contacting the Pit.

By bank wire

Mail your completed application to the address in Buying or selling shares by
mail under Contacting the Pit and wire your investment to:

ABA#TK
Credit to:
Declaration Service Company
Account #201422469583

Further credit to:

* Conseco StockCar Stocks Index Fund - Direct Class
* Your account name
* #TK, the Conseco StockCar Stocks Index Fund's number

REFUELING

Important Information about Buying Fund Shares

* You pay for your shares at the price quoted in the next daily price
calculation after we receive your purchase order.
* You must make your initial purchase by mail or wire.
* We can only accept checks in U.S. dollars drawn on U.S. funds.
* We may charge a fee on purchase checks that do not clear.
* To ensure that all checks have cleared, we do not allow investors to
sell shares purchased by check until they have owned the shares at
least 15 days.
* We reserve the right to cancel any purchase order.

Paying for Shareholder Services

The Fund has adopted a 12b-1 service plan to compensate Conseco Equity Sales,
Inc., the principal underwriter, for distributing fund shares and servicing
shareholder accounts. The fund pays ongoing fees of up to 0.25% of average daily
net assets. This will increase the cost of your investment and reduce its
return.

CHECKERED FLAG

Important Information about Selling Fund Shares

If you sell by phone

* Neither the Fund nor its transfer agent is responsible for verifying
whether a telephoned sales order is genuine. We do, however, protect
you with these safeguards:

- - We record telephone orders.

- - We require callers to provide specific identifying information.
- - We send written confirmation of your order within five days.

* You cannot place orders by phone if you have rejected the telephone
privilege on Part TK of your account application.

<PAGE>

If you sell by mail

Send your request to the address in Buying or selling shares by mail under
Contacting the Pit.

Information required on all sale requests

* Include your account number, your account's name and your Social
Security or taxpayer identification number with your sales request.

* State either the number of shares you wish to sell or the amount you
wish to receive from the sale.

* We require a signature guarantee for sales of Fund shares totaling
$10,000 or more. You can obtain a signature guarantee from most
financial institutions, such as banks, broker/dealers, credit unions
and savings associations, but not from a notary public.

Calculating the proceeds from your sale

* We sell your shares at the next share price calculated after we
receive your request.

Receiving the proceeds from your sale

* You should receive a check for the net proceeds of your sale within
seven business days. We may, however, delay payment if your original
purchase check has not cleared.

* We will mail the check for the proceeds of the sale of your shares to
the address listed on your account application.

* Under extraordinary circumstances specified by law we may temporarily
suspend payment.

BACK COVER

More information on the Fund is available free upon request.

Shareholder reports

Additional information about the Fund's investments is available in its annual
report to shareholders.

Statement of Additional Information

To obtain a shareholder report, Statement of Additional Information or other
information free of charge, contact us:

by telephone:
800-494-2755

<PAGE>

by mail:

Conseco StockCar Stocks Index Fund
c/o Declaration Service Company
555 North Lane, Suite 6160
Conshohocken, PA 19428

on the Internet:

You can view text-only versions of the prospectus and other Fund details online
or download them from:

The Securities and Exchange Commission

http://www.sec.gov, or
http://www.stockcarstocks.com

You can review and copy the documents at the Securities and Exchange
Commission's Public Reference Room in Washington D.C. Call the SEC at
800-SEC-0330 for further details. The SEC will furnish hard copies of the
documents, upon payment of a duplicating fee, through the Public Reference
Section.

Address your request to:

Public Reference Section of the SEC
Washington, DC 20549-6009

Conseco StockCar Stocks Index Fund
Registration Number: 811-8791

<PAGE>

PART B

<PAGE>

Statement of Additional Information

Conseco StockCar Stocks Mutual Fund, Inc.

Advisor and Direct Shares

_____________, 2000

This Statement of Additional Information ("SAI") is not a prospectus. It
contains additional information about the Conseco StockCar Stocks Mutual Fund,
Inc. (the "Company") and a single series of shares, the Conseco StockCar Stocks
Index Fund (the "Fund"). It should be read in conjunction with the Fund's
Advisor Class prospectus and Direct Class prospectus (the "Prospectuses"), each
one dated ______, 2000. You may obtain a copy by contacting the Company's
Administrative Office, 11815 N. Pennsylvania Street, Carmel, Indiana 46032 or by
phoning 800-494-2755.

<PAGE>

TABLE OF CONTENTS

GENERAL INFORMATION .......................................

INVESTMENT RESTRICTIONS ...................................

INVESTMENT STRATEGIES .....................................

DESCRIPTION OF SECURITIES AND INVESTMENT TECHNIQUES........

PORTFOLIO TURNOVER ........................................

INVESTMENT PERFORMANCE ....................................

SECURITIES TRANSACTIONS ...................................

MANAGEMENT ................................................

FUND EXPENSES .............................................

DISTRIBUTION ARRANGEMENTS .................................

PURCHASE, REDEMPTION AND PRICING OF SHARES ................

INFORMATION ON CAPITALIZATION AND OTHER MATTERS ...........

TAXES .....................................................

<PAGE>
GENERAL INFORMATION

The Company was incorporated in Maryland on May 18, 1998. The Company is an
open-end management investment company registered with the Securities and
Exchange Commission ("SEC") under the Investment Company Act of 1940 (the "1940
Act"). The Company is a "series" type of mutual fund which may issue separate
series of shares, each of which may represent a separate portfolio of
investments. The Fund offers two classes of shares. This SAI relates to Advisor
Class shares and Direct Class shares of the Fund. Each class may have different
expenses, which may affect performance. Conseco Capital Management, Inc. (the
"Adviser" or "CCM") serves as the Company's investment adviser.

The Company is managed by a Board of Directors which approves all significant
agreements between the Company and the persons and companies that furnish
services to the Company, including agreements with the Company's custodian,
transfer agent, investment adviser and administrator. The day-to-day operations
of the Fund are delegated to the Adviser.

There is no assurance that the Fund will achieve its investment objectives.

INVESTMENT RESTRICTIONS

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

Conseco StockCar Stocks Index Fund

The Fund may not (except as noted):

1. To the extent of 75% of its assets (valued at time of investment), invest
more than 5% of its assets in securities of any one issuer, except in
obligations of the United States Government and its agencies and
instrumentalities;

2. Acquire securities of any one issuer that at the time of investment (a)
represent more than 10% of the voting securities of the issuer or (b) have a
value greater than 10% of the value of the outstanding securities of the
issuer;

3. Borrow money except from banks for temporary or emergency purposes in amounts
not exceeding 5% of the value of the Fund's assets at the time of borrowing;

4. Underwrite the distribution of securities of other issuers, or acquire
"restricted" securities that, in the event of a resale, might be required to
be registered under the Securities Act of 1933;

5. Make margin purchases or short sales of securities;

<PAGE>
6. Invest in companies for the purpose of management or the exercise of control;

7. Lend money (but this restriction shall not prevent the Fund from investing in
debt securities or repurchase agreements);

8. Acquire or retain any security issued by a company, an officer or director of
which is an officer or director of the Company or an officer, director or
other affiliated person of the Adviser or Distributor;

9. Invest in oil, gas or other mineral exploration or development programs, or
marketable securities of companies engaged in oil, gas or mineral
exploration;

10. Purchase or sell real estate loans or real estate limited partnerships, or
invest in marketable securities of companies that invest in real estate or
interests in real estate;

11. Engage in the writing of put and call options, except that the Fund may
write (i.e. sell) covered put and call options, and may purchase put and
call options, on the equity securities of companies included in the Index
and on the Index itself. The Fund may enter into these transactions so long
as the value of the underlying securities on which such options contracts
may be written at any one time does not exceed 100% of the net assets of the
Fund, and so long as the initial margin required to enter into such
contracts does not exceed ten percent (10%) of the Fund's total net assets;

12. Purchase warrants on securities;

13. Issue senior securities;

14. Invest in commodities or in commodities futures or options;

15. Invest more than 5% of its assets (value at time of investment) in
securities of issuers that are not included in the Conseco StockCar Stocks
Index, except that the Fund may invest up to 25% of its average net assets
in other securities for temporary liquidity purposes; or

16. Invest more than 25% of its assets (valued at time of investment) in
securities of issuers that are in the same industry.

Non-fundamental Investment Restrictions

The following restrictions are designated as non-fundamental with respect to the
Conseco StockCar Stocks Index Fund and may be changed by the Company's Board of
Directors ("Board") without shareholder approval.

The Fund may not:

1. Invest more than 5% of its net assets (valued at the time of investment) in
preferred stock;

2. Invest more than 15% of its net assets (valued at time of investment) in
securities that are not readily marketable;

<PAGE>
3. Acquire securities of other investment companies except (a) by purchase in
the open market, where no commission or profit to a sponsor or dealer results
from such purchase other than the customary broker's commission and (b) where
acquisition results from a dividend or merger, consolidation or other
reorganization;

4. Purchase more than 3% of the voting securities of any one investment company
nor invest more than 5% of the Funds assets (valued at time of investment) in
all investment company securities purchase by the Fund;

5. Pledge, mortgage or hypothecate its assets, except for temporary or emergency
purposes and then to an extent not greater than 5% of its total assets at
cost;

6. Invest more than 10% of the Fund's assets (valued at time of investment) in
initial margin deposits of options or futures contracts; or

7. Invest more than 25% of its net assets in any one or more of the following
investments: cash, money market instruments, debt securities and/or
repurchase agreements.

DESCRIPTION OF SECURITIES AND INVESTMENT TECHNIQUES

The investment objectives of the Fund are not fundamental. All investment
policies and practices described in this SAI are not fundamental, meaning that
the Company's Board of Directors ("Board") may change them without shareholder
approval.

The Fund is a diversified Fund, meaning that the Fund limits the amount of its
assets invested in any one issuer and/or in any one industry, thereby reducing
the risk of loss incurred by that issuer or industry.

The normally will invest at least 95% of its total net assets in the common
stock of companies listed on the Conseco StockCar Stocks Index(TM), in
approximately the same percentage as each company represents in the Index.
Because the Index is itself highly diverse, the Adviser does not anticipate any
diversification problems resulting from the Fund's investment policy.

For liquidity purposes, the Fund may invest up to 5% of its net assets in other
securities.

The investment objectives are growth of capital and current income. The Fund
attempts to achieve its investment objectives by investing primarily in the
stocks of the companies comprising the Conseco StockCar Stocks Index(TM) (the
"Index"), with the goal of replicating the performance of the Index.

The primary investments of the Fund are listed in the Fund's prospectus. The
following are additional securities that the Fund may invest in; and, where
necessary, a brief discussion of any risks unique to the particular security.

Common Stock

The Fund may invest in the common stock of the companies comprising the Index.
The market value of common stock can fluctuate significantly, reflecting the
business performance of the issuing company, investor perception and general
economic or financial market movements. Smaller companies are especially
sensitive to these factors. Despite the risk of price volatility, however,
common stocks historically have offered the greatest potential for gain on
investment, compared to other classes of

<PAGE>
financial assets. Under normal circumstances, the Fund will invest at least 95%
of its net assets in the common stock of companies comprising the Index. This is
a fundamental policy of the Fund, and may not be changed without a vote of the
majority of the outstanding shares of the Fund.

Foreign Securities

If a foreign company is included in the Index, the Fund will invest in the
common stock of that company in the form of American Depository Receipts (ADRs).
ADRs typically are issued by a U.S. bank or Trust company and evidence ownership
of underlying securities issued by a foreign corporation. Investments in foreign
securities involve greater risks compared to domestic investments. Foreign
companies are not subject to the regulatory requirements of U.S. companies and,
as such, there may be less publicly available information about issuers than is
available in the reports and ratings published about companies in the U.S.
Additionally, foreign companies are not subject to uniform accounting, auditing
and financial reporting standards. Dividends and interest on foreign securities
may be subject to foreign withholding taxes. Such taxes may reduce the net
return to shareholders. There is the possibility of expropriation, confiscation,
taxation, currency blockage or political or social instability which could
affect investments of foreign issuers domiciled in such nations. Further, there
is the risk of loss due to fluctuations in the value of a foreign corporation's
currency relative to the U.S. dollar. Further, if a foreign issuer is a member
of the Index, the Fund will be obligated to invest in such security, even
through the country of the issuer's domicile might not be considered by the
Adviser to be friendly or stable.

Additional Description of Securities and Investment Techniques

For liquidity purposes only, the Fund may invest up to 5% of its assets, in the
aggregate, in the following securities. The Fund will not invest in such
securities for temporary or defensive purposes. You should be aware that any
investment in securities not included in the Index will cause the performance of
the Fund to vary from that of the Index.

Other Registered Investment Companies

The Fund may invest in securities issued by other unaffiliated registered
investment companies ("mutual funds") to maintain liquidity. Such mutual funds
may include money market funds. An unaffiliated mutual fund means that the fund
is not part of the Conseco StockCar Stocks family of funds. As a shareholder of
another registered investment company, the Fund would bear its pro rata portion
of that company's Advisory fees and other expenses. Such fees and expenses will
be borne indirectly by the Fund's shareholders. The Fund may investment in other
mutual funds to the extent that such investments do not exceed 5% of the Fund's
net assets and/or 3% of any on investment company's outstanding securities.

Debt Securities

The Fund may invest in U.S. Government debt securities, including Treasury Bills
and short-term notes, to maintain liquidity. U.S. Government securities include
direct obligations of the U.S. Government and obligations issued by U.S.
Government agencies and instrumentalities. The market value of such securities
fluctuates in response to interest rates and the creditworthiness of the issuer.
In the case of securities backed by the full faith and credit of the United
States Government, shareholders are only exposed to interest rate risk. The Fund
will not invest more that 5% of its net assets in such securities, and will not
invest in any such security with a maturity in excess of one year.

<PAGE>
Preferred Stock

The Fund may invest in the preferred stock of the companies that comprise the
Index, when the Adviser believes that such investments will help the Fund
achieve its investment objective of current income without substantially and
negatively affecting the Fund's investment objective of capital growth.
Preferred stock generally pays dividends at a specified rate and generally has
preference over common stock in the payments of dividends and the liquidation of
the issuer's assets. Dividends on preferred stock are generally payable at the
discretion of the issuer's board of directors. Accordingly, shareholders may
suffer a loss of value if dividends are not paid. The market prices of preferred
stocks are also sensitive to changes in interest rates and in the issuer's
creditworthiness. Accordingly, shareholders may experience a loss of value due
to adverse interest rate movements or a decline in the issuer's credit rating.
Finally, preferred stock is not included in the Index, so any investment in such
stock will cause the performance of the Fund to vary from that of the index. For
these reasons, the Fund will not invest more than 5% of its net assets in
preferred stock.

Repurchase Agreements

The Fund may invest a portion of its assets in repurchase agreements ("Repos")
with broker-dealers, banks and other financial institutions to maintain
liquidity, provided that the Fund's custodian always has possession of the
securities serving as collateral for the Repos or has proper evidence of book
entry receipt of said securities. In a Repo, the Fund purchases securities
subject to the seller's simultaneous agreement to repurchase those securities
form the Fund at a specified time (usually one day) and price. The repurchase
price reflects an agreed-upon interest rate during the time of investment. All
Repos entered into by the Fund must be collateralized by U.S. Government
Securities, the market values of which equal or exceed 102% of the principal
amount of the money invested by the Fund. If an institution with whom the Fund
has entered into a Repo enters insolvency proceedings, the resulting delay, if
any, in the Fund's ability to liquidate the securities serving as collateral
could cause the Fund some loss if the securities declined in value prior to
liquidation. To minimize the risk of such loss, the Fund will enter into Repos
only with institutions and dealers considered creditworthy, and will not invest
more than 25% of its net assets in such transactions.

Futures and Options on Equity Securities and the Index

The Fund may enter into futures contracts relating to the equity securities of
companies included in the Index, may write (i.e. sell) covered put and call
options on such securities and on the Index, and may purchase put and call on
such equity securities and on the Index. Such options can include long-term
options with durations of up to three years. Although not normally anticipated
to be widely employed, the Fund may use futures and options to increase or
decrease its exposure to the effects of changes in security prices, to hedge
securities held, to maintain cash reserves while remaining fully invested, to
facilitate trading, to reduce transaction costs, or to seek higher investment
returns when a futures or options contract is priced more attractively than the
underlying security or index. The Fund may enter into these transactions so long
as the value of the underlying securities on which such options or futures
contracts may be written at any one time does not exceed 100% of the net assets
of the Fund, and so long as the initial margin required to enter into such
contract does not exceed ten percent (10%) of the Fund's total net assets.

RISK FACTORS ASSOCIATED WITH FUTURES AND OPTIONS. The primary risks associated
with the use of options and futures are; (1) imperfect correlation between a
change in the value of the underlying security or index and a change in the
price of the option or futures contract, and (2) the possible lack of a liquid
secondary market for an options or futures contract and the resulting inability
of the Fund to close out the position prior to the maturity date. The risk of
imperfect correlation will be minimized by investing only in those contracts
whose price fluctuations are expected to resemble those of the Fund's underlying

<PAGE>
securities. The risk that the Fund will be unable to close out a position will
be minimized by entering into such transactions only on national exchanges and
over-the-counter markets with an active and liquid secondary market.

Restricted and Illiquid Securities

The Fund will not invest more than 15% of its net assets in securities that the
Adviser determines, under the supervision of the Board of Directors, to be
illiquid and/or restricted. Illiquid securities are securities that cannot be
liquidated within seven (7) days at the approximate price at which the Fund has
valued the instrument. Also, the sale of some illiquid and other types of
securities may be subject to legal restrictions. Because illiquid and restricted
securities may present a greater risk of loss than other types of securities,
due to their lack of a ready market, the Fund will not invest in such securities
in excess of the limits set forth above. You should be aware that in the event
that more than 15% of the Index is comprised of companies considered to be
illiquid, the Fund will be unable to precisely match its investments to the
percentages contained in the Index and that inability may pose additional risks
to the Fund, including the risk that the performance of the Fund will vary from
that of the Index.

When-Issued Securities and Delayed-Delivery Transactions

The Fund may purchase securities of companies comprising the Index on a
when-issued basis, and it may purchase or sell such securities for
delayed-delivery. These transactions occur when securities are purchased or sold
by the Fund with payment and delivery taking place at some future date. The Fund
may enter into such transactions when, in the Adviser's opinion, doing so may
secure an advantageous yield and/or price to the Fund that might otherwise be
unavailable. The Fund has not established any limit on the percentage of assets
it may commit to such transactions, but to minimize the risks of entering into
these transactions, the Fund will maintain a segregated account with its
Custodian consisting of cash, cash equivalents, U.S. Government Securities or
other high-grade liquid debt securities, denominated in U.S. dollars or non-U.S.
currencies, in an amount equal to the aggregate fair market value of its
commitments to such transactions.

Standard and Poor's Depository Receipts (SPDRs)

The Fund may purchase securities that represent ownership in long-term unit
investment trust that holds a portfolio of common stocks designed to track the
performance of the S&P 500 Index. A SPDR entitles a holder to receive
proportionate quarterly cash distributions corresponding to the dividends that
accrue to the S&P 500 stocks in the underlying portfolio, less trust expenses.

PORTFOLIO TURNOVER

The Fund does not have a predetermined rate of portfolio turnover since such
turnover will be incidental to transactions taken with a view to achieving their
respective objectives. The Fund expects that its annual portfolio turnover rate
will not exceed 50% under normal conditions. However, there can be no assurance
that the Fund will not exceed this rate, and the portfolio turnover rate may
vary from year to year. The following is the Fund's portfolio turnover rate for
the fiscal year ended September, 1999:

Fund Name Year Ended 1999
Conseco StockCar Stocks Index Fund* 6.60%

*Because the Fund's inception date was October 1, 1998, there is no portfolio
turnover rate for 1998.

<PAGE>
THE CONSECO STOCKCAR STOCKS INDEX

Information on the Conseco StockCar Stocks Index (the "Index") is set forth in
the prospectus. This section contains additional information concerning the
Index.

The Adviser has determined that a company is a sponsor of NASCAR (R), and is
therefore eligible for inclusion in the Index, only if it meets one or more of
the following criteria:

(1) PRIMARY CAR SPONSORS are those companies that are the lead sponsor for each
of the approximately 45 cars that participate in the Winston Cup (R) Series.
Primary Car Sponsors generally can be distinguished from other car sponsors
because the Company logo will appear on the hood of the car it sponsors. A
list of all Primary race Sponsors is published annually by NASCAR (R),
usually in December, for the following year's racing.

(2) LEAD RACE SPONSORS are those companies identified each year by NASCAR (R) as
the lead company sponsoring one or more of the 34 annual Winston Car (R)
series races. A list of all Lead race Sponsors is published annually by
NASCAR(R), usually in December, for the following year's racing.

(3) MAJOR PRODUCT SPONSORS are those companies that provide critical and
necessary products to the approximately 45 cars and teams that participate
in the Winston Cup (R) Series. The Adviser has determined that such critical
and necessary products are limited to tires, gasoline and beverages for the
teams.

A company will also qualify for inclusion in the Index if it derives revenues
from NASCAR (R) sanctioned racing events at the Winston Cup (R) Level. The
Adviser has determined that a company derives revenue from NASCAR(R), and is
therefore eligible for inclusion in the Index, only if it meets one or more of
the following criteria:

(1) It is a company that has an ownership interest in one or more of the race
tracks that host the 32 annual Winston Cup (R) races.

(2) It is a company that produces souvenirs or memorabilia for the Winston Cup
(R) Series under a licensing agreement with NASCAR (R).

(3) It is a company that broadcasts Winston Cup (R) Series races on television,
radio or the Internet under an agreement with NASCAR (R).

There are no minimum limits on the amount or percentage of total company revenue
that must be derived from one of the above-described activities to qualify a
company for inclusion in the Index. However, in order to minimize the risk of
liquidity problems for the Fund in purchasing such otherwise eligible companies,
the Adviser has determined that a company must have at least $100 million in
market capitalization in order to be included in the Index, and must maintain at
least $50 million in market capitalization to stay in the Index.

<PAGE>
INVESTMENT PERFORMANCE

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

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

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

Standardized Average Annual Total Return Quotations. The Fund may advertise its
total return and its cumulative total return. The total return will be based
upon a stated period and will be computed by finding the average annual
compounded rate of return over the stated period that would equate an initial
amount invested to the ending redeemable value of the investment (assuming
reinvestment of all distributions), according to the following formula:

n
P(1+T) =ERV

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

The total return for Advisor shares of the Fund will assume the maximum
applicable sales charge is deducted at the times, in the amounts, and under the
terms disclosed in the Fund's Prospectus. The cumulative total return will be
based upon a stated period and will be computed by dividing the ending
redeemable value (i.e., after deduction of any applicable sales charges) of a
hypothetical investment by the value of the initial investment (assuming
reinvestment of all distributions).

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

Average Annual Total Returns
Periods Ended September 30, 1999

Fund One Year
- ---------------------------------------------------------
Conseco StockCar Stocks Index Fund
Direct Class TK%

Because the Advisor Class has not completed a full calendar year, it does not
have performance to report.

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

General Information. From time to time, the Fund may advertise its performance
compared to similar funds or types of investments using certain unmanaged
indices, reporting services and publications. A description of an index which
may be used is listed below.

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

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

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

SECURITIES TRANSACTIONS

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

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

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

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

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

<PAGE>
MANAGEMENT

The Adviser

Conseco Capital Management, Inc., the Adviser, provides investment advice and,
in general, supervises the Company's management and investment program,
furnishes office space, prepares reports for the Fund, and pays all compensation
of officers and Board of Directors of the Company who are affiliated persons of
the Adviser. The Fund pays all other expenses incurred in the operation of the
Fund, including fees and expenses of unaffiliated Board of Directors of the
Company.

The Adviser is a wholly owned subsidiary of Conseco, Inc. ("Conseco"), a
publicly-owned financial services company, the principal operations of which are
in development, marketing and administration of specialized annuity, life and
health insurance products. Conseco's offices are located at 11815 N.
Pennsylvania Street, Carmel, Indiana 46032. The Adviser manages and serves as
sub-adviser to other registered investment companies and manages the invested
assets of Conseco, which owns or manages several life insurance subsidiaries,
and provides investment and servicing functions to the Conseco companies and
affiliates. The Adviser also manages foundations, endowments, public and
corporate pension plans, and private client accounts. As of December 31, 1999,
the Adviser managed in excess of $34 billion in assets.

The Investment Advisory Agreement, dated ________, 2000, between the Adviser and
the Company provides that the Adviser shall not be liable for any error in
judgment or mistake of law or for any loss suffered by the Fund in connection
with any investment policy or the purchase, sale or redemption of any securities
on the recommendations of the Adviser. The Agreement provides that the Adviser
is not protected against any liability to the Fund or its security holders for
which the Adviser shall otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence, or reckless disregard of the duties imposed upon it
by the Agreement or the violation of any applicable law.

Under the terms of the Investment Advisory Agreements, the Adviser has
contracted to receive an investment advisory fee equal to an annual rate of
0.65% of the average daily net asset value of the Fund.

The Adviser has contractually agreed to waive it management fee and/or reimburse
the Fund's other expenses to the extent necessary to ensure that the total
annual operating expenses do not exceed 1.50% of the Fund's average daily net
assets until April 30, 2002. After such time, the Adviser may voluntarily waive
all or a portion of its management fee and/or reimburse all or a portion of Fund
operating expenses. The Adviser will waive fees and/or reimburse expenses on a
monthly basis and the Adviser will pay the Fund by reducing its fee. Any waivers
or reimbursements will have the effect of lowering the overall expense ratio for
the Fund and increasing its overall return to investors at the time any such
amounts were waived/and or reimbursed. Any such waiver or reimbursement is
subject to later adjustment to allow the Adviser to recoup amounts waived or
reimbursed, including initial organization costs of the Fund, provided, however,
that the Adviser shall only be entitled to recoup such amounts for a period of
three years from the date such amount was waived or reimbursed.

This contractual arrangement does not cover interest, taxes, brokerage
commissions, and extraordinary expenses.

The Fund may receive credits from its custodian based on cash held by the Fund
at the custodian. These credits may be used to reduce the custody fees payable
by the Fund. In that case, the Adviser's (and, other affiliates') agreement to
waive fees or reimburse expenses will be applied only after the Fund's custody
fees have been reduced or eliminated by the use of such credits.

<PAGE>
Prior to ____________, 2000, the Adviser to the Fund was StockCar Stocks
Advisors, LLC, a North Carolina limited liability company. For advisory services
provided to the Fund for the Fund's fiscal year ending September 30, 1999,
StockCar Stocks Advisor, LLC was paid total advisory fees of $11,599.

Other Service Providers

The Administrator. Conseco Services, LLC (the "Administrator") is a wholly owned
subsidiary of Conseco, and receives compensation from the Company pursuant to an
Administration Agreement dated ______, 2000. Under that agreement, the
Administrator supervises the overall administration of the Fund. These
administrative services include supervising the preparation and filing of all
documents required for compliance by the Fund with applicable laws and
regulations, supervising the maintenance of books and records, and other general
and administrative responsibilities.

For providing these services, the Administrator receives a fee from the Fund at
an annual rate of 0.40% per annum for the first $50,000,000; 0.30% for the next
$25,000,000; and 0.20% in excess of $75,000,000 of the Fund's average daily net
assets. Pursuant to the Administration Agreement, the Administrator reserves the
right to employ one or more sub-administrators to perform administrative
services for the Fund. See "The Adviser" above regarding the Administrator's
contractual arrangement to waive its fees and/or reimburse Fund expenses.

For the fiscal year ended September 30, 1999 Stockcar Stocks Advisor, LLC served
the Fund under an Operating Services Agreement. Under the terms of the Operating
Services Agreement, StockCar Stocks Advisor, LLC provided or arranged to provide
accounting, administrative, legal, dividend disbursing, transfer agent,
registrar, custodial, fund share distribution, shareholder reporting,
sub-accounting and record keeping services. For the services rendered, StockCar
Stocks Advisors, LLC received $18,821.

CUSTODIAN. First Union National Bank, 1345 Chestnut Street, Philadelphia PA
19101, acts as custodian for the Fund. As such, First Union National Bank holds
all securities and cash of the Fund, delivers and receives payment for
securities sold, receives and pays for securities purchased, collects income
from investments and performs other duties, all as directed by officers of the
Company. First Union does not exercise any supervisory function over management
of the Fund, the purchase and sale of securities or the payment of distributions
to shareholders.

TRANSFER AGENCY SERVICES. Declaration Services Company acts as transfer,
dividend disbursing, and shareholder servicing agent for the Fund pursuant to a
written agreement with the Company and the Adviser, dated August 15, 1998. Under
the agreement, Declaration Services Company is responsible for administering and
performing transfer agent functions, dividend distribution, shareholder
administration, and maintaining necessary records in accordance with applicable
rules and regulations. For the services to be rendered as transfer agent, the
Adviser shall pay Declaration Service Company an annual fee, paid monthly, based
on the average net assets of the Fund, as determined by valuations made as of
the close of each business day of the month.

INDEPENDENT ACCOUNTANTS/AUDITORS. After TK, 2000, PricewaterhouseCoopers LLP,
2900 One American Square, Box 82002, Indianapolis, Indiana 46282-0002 will serve
as the Company's independent accountant.

Prior to TK, 2000, Tait Weller & Baker, 8 Penn Center, Philadelphia, PA served
as the Fund's independent accountant.

<PAGE>
Board of Directors and Officers of the Company

The Board of Directors of the Company decide upon matters of general policy for
the Company. In addition, the Board of Directors review the actions of the
Adviser, as set forth in "Management." The Company's officers supervise the
daily business operations of the Company. The Board of Directors and officers of
the Company, their affiliations, if any, with the Adviser and their principal
occupations are set forth below.

Name, Address Position Held Principal Occupation(s)
and Age With Company During Past 5 Years
- ------------- ------------- -------------------
<S> <C> <C>
William P. Daves, Jr. (74) Chairman of the Consultant to insurance and healthcare
5723 Trail Meadow Board, Director industries. Director, President and Chief
Dallas, TX 75230 Executive Officer, FFG Insurance Co.
Chairman of the Board and Trustee of
other mutual funds managed by the Adviser.

Maxwell E. Bublitz* (44) President and Chartered Financial Analyst. President
11825 N. Pennsylvania St. Director and Director, Adviser. Previously,
Carmel, IN 46032 Senior Vice President, Adviser.
President and Trustee of other mutual
funds managed by the Adviser.

Gregory J. Hahn* (39) Vice President for Chartered Financial Analyst. Senior
11825 N. Pennsylvania St. Investments Vice President, Adviser. Portfolio
Carmel, IN 46032 Manager of the fixed income portion of
Balanced and Fixed Income Funds.
Trustee and portfolio manager of other
mutual funds managed by the Adviser.

Harold W. Hartley (76) Director Retired. Chartered Financial Analyst.
502 Canal Cove Court Previously, Executive Vice President,
Ft. Myers Beach, Fl 33931 Tenneco Financial Services, Inc.
Trustee of other mutual funds managed
by the Adviser. Director, Ennis Business
Forms, Inc.

Dr. R. Jan LeCroy (68) Director Retired. President, Dallas Citizens
841 Liberty Council. Trustee of other mutual funds
Dallas, TX 75204 managed by the Adviser. Director,
Southwest Securities Group, Inc.

Dr. Jess H. Parrish (72) Director Former President, Midland College.
2805 Sentinel Higher Education Consultant. Trustee
Midland, TX 79701 of other mutual funds managed by the
Adviser.
</TABLE>

Name, Address Position Held Principal Occupation(s)
and Age With Company During Past 5 Years
- ------------- ------------- -------------------
<S> <C> <C>
William P. Kovacs (54) Vice President and Vice President, Senior Counsel,
11825 N. Pennsylvania St. Secretary Secretary, Chief Compliance Officer and
Carmel, IN 46032 Director of Adviser. Vice President,
Senior Counsel, Secretary and Director,
Conseco Equity Sales, Inc. Vice
President and Secretary of other mutual
funds managed by the Adviser.
Previously, Associate Counsel, Vice
President and Assistant Secretary,
Kemper Financial Services, Inc. (1989-
1996); previous to Of Counsel, Rudnick
& Wolfe (1997-1998); previous to Of
Counsel, Shefsky & Froelich (1998).

James S. Adams (40) Treasurer Senior Vice President, Bankers
11815 N. Pennsylvania St. National, Great American Reserve.
Carmel, IN 46032 Senior Vice President, Treasurer, and
Director, Conseco Equity Sales, Inc.
Senior Vice President and Treasurer,
Conseco Services, LLC. Treasurer of
other mutual funds managed by the
Adviser.

William T. Devanney, Jr. (44) Vice President Senior Vice President, Corporate Taxes,
11815 N. Pennsylvania St. Corporate Taxes Bankers National and Great American
Carmel, IN 46032 Reserve. Senior Vice President,
Corporate Taxes, Conseco Equity Sales,
Inc. and Conseco Services LLC. Vice
President of other mutual funds
managed by the Adviser.

David N. Walthall (54) Director Principal, Walthall Asset Management.
1 Galleria Tower, Suite 1050 Former President, Chief Executive
13355 Noel Road Officer and Director of Lyrick
Dallas, TX 75240 Corporation. Formerly, President and
CEO, Heritage Media Corporation.
Formerly, Director, Eagle National
Bank. Trustee of other mutual funds
managed by the Adviser.

<FN>
- ------------------
* The Director so indicated is an "interested person," as defined in the 1940
Act, of the Company due to the positions indicated with the Adviser and its
affiliates.
</FN>
</TABLE>

<PAGE>
The following table shows the compensation of each disinterested Director for
the fiscal year ending September 30, 1999. In addition to Conseco StockCar
Stocks Mutual Fund, Inc., the Trust complex consists of Conseco Fund Group,
Conseco Series Trust and Conseco Strategic Income Fund.

COMPENSATION TABLE

Total Compensation from
Aggregate Investment Companies in the
Compensation Company
Name of Person, Position from the Company Complex Paid to Directors
- ------------------------ ---------------- -------------------------
William P. Daves, Jr. $8,000 $24,000
(12)
Harold W. Hartley $8,000 $24,000
(12)
Dr. R. Jan LeCroy $8,000 $24,000
(12)
Dr. Jesse H. Parrish $8,000 $24,000
(12)
David N. Walthall $8,000 $24,000
(12)
- ------------------
The Directors and officers of the Company, as a group, own less than 1% of the
Fund's outstanding shares. A shareholder owning of record or beneficially more
than 25% of the Fund's outstanding shares may be considered a controlling
person. That shareholder's vote could have a more significant effect on matters
presented at a shareholders' meeting than votes of other shareholders.

FUND EXPENSES

The Fund pays its own expenses including, without limitation: (i) organizational
and offering expenses of the Fund and expenses incurred in connection with the
issuance of shares of the Fund; (ii) fees of its custodian and transfer agent;
(iii) expenditures in connection with meetings of shareholders and Directors;
(iv) compensation and expenses of Directors who are not interested persons of
the Company; (v) the costs of any liability, uncollectible items of deposit and
other insurance or fidelity bond; (vi) the cost of preparing, printing, and
distributing prospectuses and statements of additional information, any
supplements thereto, proxy statements, and reports for existing shareholders;
(vii) legal, auditing, and accounting fees; (viii) trade association dues; (ix)
filing fees and expenses of registering and maintaining registration of shares
of the Fund under applicable federal and state securities laws; (x) brokerage
commissions; (xi) taxes and governmental fees; and (xii) extraordinary and
non-recurring expenses.

DISTRIBUTION ARRANGEMENTS

Conseco Equity Sales, Inc. (the "Distributor") serves as the principal
underwriter for the Fund pursuant to an Underwriting Agreement, dated ______,
2000 The Distributor is a registered broker-dealer and member of the National
Association of Securities Dealers, Inc. ("NASD"). Subject to the compensation
arrangement discussed below, the Distributor bears all the expenses of providing
services pursuant to the Underwriting Agreement, including the payment of the
expenses relating to the distribution of Prospectuses for sales purposes and any
advertising or sales literature. The Underwriting Agreement continues in effect
for two years from initial approval and for successive one-year periods
thereafter, provided that each such continuance is specifically approved (i) by
the vote of a majority of the Directors of the Company or by the vote of a
majority of the outstanding voting securities of the Fund and (ii) by a majority
of the Directors who are not "interested persons" of the Company (as that term
is defined in the 1940 Act). The Distributor is not obligated to sell any
specific amount of shares of the Fund.

<PAGE>
Prior to March 31, 2000, Declaration Distributors, Inc. acted as Distributor
of the Fund. The following is information about the compensation received by
the Distributor with respect to the Fund for the fiscal year ended September
30, 1999.

Fund Compensation Amount Retained by Amount Reallowed
- ---- Received by Distributor by Distributor
Distributor ----------- --------------
-----------
Advisor Class $ TK $ TK $ TK
Direct Class $ TK $ TK $ TK

Distribution and Service Plan

As noted in the Fund's Prospectus, each Share Class of the Fund has adopted a
plan pursuant to Rule 12b-1 under the 1940 Act and the requirements of the
applicable rules of the NASD regarding asset-based sales charges (the "Plans").

Pursuant to the Plans, the Fund may compensate the Distributor for its
expenditures in financing any activity primarily intended to result in the sale
of each such class of Fund shares and for maintenance and personal service
provided to existing shareholders of that class. The Plans authorize payments up
to 0.25% per annum of its average daily net assets of each Share Class to the
Adviser, Distributor, dealers and others, for providing personal service and/or
maintaining shareholder accounts relating to the distribution of the Fund's
shares. The fees are paid on a monthly basis, based on the Fund's average daily
net assets attributable to each class of shares.

Pursuant to the Plans, the Distributor is paid a monthly fee equal to 0.25% per
annum of average net assets of each share class for expenses incurred in the
distribution and promotion of the Fund's shares, including but not limited to,
printing of the prospectuses and reports used for sales purposes, preparation
and distribution-related expenses as well as any distribution or service fees
paid to securities dealers or others who have executed a dealer agreement with
the underwriter. You should be aware that it is possible that Plan accruals
will exceed the actual expenditures by the Distributor for eligible services.
Accordingly, such fees are not strictly tied to the provision of such services.

The Plans have been approved by the Funds' Board of Directors, including all
the Directors who are non-interested persons as defined in the 1940 Act, and by
the shareholders of each of the Fund's share classes. The Plans must be renewed
annually by the Board of Directors, including a majority of the Directors who
are non-interested persons of the Fund and who have no direct or indirect
financial interest in the operation of the Plans. The votes must be cast in
person at a meeting called for that purpose. It is also required that the
selection and nomination of such Directors be done by the non-interested
Directors.

<PAGE>
The Plans and any related agreement may not be amended to increase materially
the amounts to be spent or distribution expenses without approval by a majority
of the Fund's outstanding shares, and all material amendments to the Plans or
any related agreements shall be approved by a vote of the non-interested
Directors, cast in person at a meeting called for the purpose of voting on any
such amendment.

The Adviser is required to report in writing to the Board of Directors of the
Fund, at least quarterly, on the amounts and purpose of any payment made under
the Plans, as well as to furnish the Board with such other information as may
reasonably be requested in order to enable the Board to make an informed
determination of whether the Plans should be continued.

PURCHASE, REDEMPTION AND PRICING OF SHARES

Share Prices and Net Asset Value

The Fund's shares are bought or sold at a price that is the Fund's net asset
value (NAV) per share. The NAV per share is determined for each class of shares
for the Fund as of the close of regular trading on the New York Stock Exchange
(normally 4:00 p.m. Eastern Time) on each business day by dividing the value of
the Fund's net assets attributable to a class (the class's pro rata share of the
value of the Fund's assets minus the class's pro rata share of the value of the
Fund's liabilities) by the number of shares of that class outstanding.

The assets of the Fund are valued as follows: Securities that are traded on
stock exchanges are valued at the last sale price as of the close of business on
the day the securities are being valued or, lacking any sales, at the mean
between the closing bid and asked prices. Securities traded in the
over-the-counter market are valued at the mean between the bid and asked prices
or yield equivalent as obtained from one or more dealers that make markets in
the securities. Fund securities which are traded both in the over-the-counter
market and on a stock exchange are valued according to the broadest and most
representative market, and it is expected that for debt securities this
ordinarily will be the over-the-counter market. Securities and assets for which
market quotations are not readily available are valued at fair value as
determined in good faith by or under the direction of the Board. Foreign
securities are valued on the basis of quotations from the primary market in
which they are traded, and are translated from the local currency into U.S.
dollars using current exchange rates. Debt securities with maturities of sixty
(60) days or less are valued at amortized cost.

Waiver of Advisor Class Initial Sales Charge

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

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

* by any participant in (i) a tax qualified retirement plan provided that the
initial amount invested by the plan totals $500,000 or more, the plan has 50
or more employees eligible to participate at the time of purchase, or the
plan certifies that it will have projected annual contributions of $200,000
or more; or (ii) by one of a group of tax qualified employee benefit plans
that purchase through an omnibus account relationship with the Funds
maintained by a single service provider, provided that such plans make an
aggregated initial investment of $500,000 or more;

<PAGE>
* by an omnibus account established by a sponsor for tax-qualified employee
benefit plans where the sponsor provides recordkeeping services for the
plans, and has entered into an agreement with the Distributor in connection
with such account;

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

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

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

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

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

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

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

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

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

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

<PAGE>
INFORMATION ON CAPITALIZATION AND OTHER MATTERS

Shareholders of the Fund are entitled: (i) to one vote per full share; (ii) to
such distributions as may be declared by the Company's Board of Directors out of
funds legally available; and (iii) upon liquidation, to participate ratably in
the assets available for distribution. There are no conversion or sinking fund
provisions applicable to the shares, and the holders have no preemptive rights
and may not cumulate their votes in the election of the directors. The shares
are redeemable and are fully transferable. All shares issued and sold by the
Fund will be fully paid and nonassessable.

The Company will call a meeting of shareholders for the purpose of voting upon
the question of removal of a director or directors when required in writing to
do so by record holders of at least 10% of the Fund's outstanding common shares.
The Corporation's by-laws contain procedures for the removal of directors by its
stockholders. At any meeting of stockholders, duly called and at which a quorum
is present, the stockholders may by the affirmative vote of the holders of a
majority of the votes entitled to be cast thereon, remove any director of
directors from office and may elect a successor or successors to fill any
resulting vacancies for the unexpired terms of the removed directors.

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

Under Rule 18f-2 under the 1940 Act, as to any investment company which has two
or more series outstanding and as to any matter required to be submitted to
shareholder vote, such matter is not deemed to have been effectively acted upon
unless approved by the holders of a majority of the outstanding voting
securities of each series affected by the matter. Such separate voting
requirements do not apply to the election of Directors, the ratification of the
contract with the principal underwriter or the ratification of the selection of
accountants. The rule contains special provisions for cases in which an advisory
contract is approved by one or more, but not all, series. A change in investment
policy may go into effect as to one or more series whose holders so approve the
change even though the required vote is not obtained as to the holders of other
affected series. Under Rule 18f-3 under the 1940 Act, each class of the Fund
shall have a different arrangement for shareholder services or the distribution
of securities or both and shall pay all of the expenses of that arrangement,
shall have exclusive voting rights on any matters submitted to shareholders that
relate solely to a particular class' arrangement, and shall have separate voting
rights on any matters submitted to shareholders in which the interests of one
class differ from the interests of any other class.

The Amended and Restated Articles of Incorporation provide that the Directors
will not be liable for errors of judgment or mistakes of fact or law, but
nothing in the Articles of Incorporation protects a Director against any
liability to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of the duties
involved in the conduct of his office.

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

<PAGE>
TAXES

General

To qualify or continue to qualify for treatment as a regulated investment
company ("RIC") under the Internal Revenue Code of 1986, as amended ("Code"),
the Fund -- which is treated as a separate corporation for these purposes --
must distribute to its shareholders for each taxable year at least 90% of its
investment company taxable income (consisting generally of net investment
income, net short-term capital gain and net gains from certain foreign currency
transactions) ("Distribution Requirement") and must meet several additional
requirements. These requirements include the following: (1) the Fund must derive
at least 90% of its gross income each taxable year from dividends, interest,
payments with respect to securities loans and gains from the sale or other
disposition of securities or foreign currencies, or other income (including
gains from options, futures or forward contracts) derived with respect to its
business of investing in securities or those currencies ("Income Requirement");
and (2) at the close of each quarter of the Fund's taxable year, (i) at least
50% of the value of its total assets must be represented by cash and cash items,
U.S. Government securities, securities of other RICs and other securities
limited, in respect of any one issuer, to an amount that does not exceed 5% of
the value of the Fund's total assets and that does not represent more than 10%
of the issuer's outstanding voting securities, and (ii) not more than 25% of the
value of its total assets may be invested in securities (other than U.S.
Government securities or the securities of other RICs) of any one issuer.

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

Distributions, if any, in excess of the Fund's current or accumulated earnings
and profits, as computed for federal income tax purposes, will constitute a
return of capital, which first will reduce a shareholder's tax basis in the
Fund's shares and then (after such basis is reduced to zero) generally will give
rise to capital gains. Under the Taxpayer Relief Act of 1997 ("Tax Act"),
different maximum tax rates apply to a non-corporate taxpayer's net capital gain
(the excess of net long-term capital gain over net short-term capital loss)
depending on the taxpayer's holding period and marginal rate of federal income
tax -- generally, 28% for gain recognized on capital assets held for more than
one year but not more than 18 months and 20% (10% for taxpayers in the 15%
marginal tax bracket) for gain recognized on capital assets held for more than
18 months. Shareholders electing to receive distributions in the form of
additional shares will have a cost basis for federal income tax purposes in each
share so received equal to the amount of cash they would have received had they
elected to receive the distributions in cash, divided by the number of shares
received.

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

The Fund will be subject to a nondeductible 4% federal excise tax ("Excise Tax")
on certain amounts not distributed (and not treated as having been distributed)
on a timely basis in accordance with annual minimum distribution requirements.
The Fund intends under normal circumstances to avoid liability for such tax by
satisfying those distribution requirements.

<PAGE>
FINANCIAL STATEMENTS

The audited financial statements of the Fund for the fiscal year ended September
30, 1999 are incorporated herein by reference to the Fund's annual report to
shareholders.

<PAGE>
CONSECO STOCKCAR STOCKS MUTUAL FUND, INC.

REGISTRATION STATEMENT ON FORM N-1A

PART C

OTHER INFORMATION

Item 23. Exhibits.

(a) Articles of Incorporation:
-- Articles of Incorporation, incorporated herein by
reference to Exhibit No. 1 to Pre-Effective Amendment
No. 2 to the Registration Statement on Form N-1
(File No. 333-53683) filed on September 2, 1998;
Amended and Restated Articles of Incorporation to be
filed.
(b) Bylaws
-- By-Laws, incorporated herein by reference to Exhibit No. 2
to Pre-Effective Amendment No. 2 to the Registration
Statement on Form N-1 (File No. 333-53683) filed on
September 2, 1998; Amended and Restated By-Laws to be
filed.
(c) Instruments Defining Rights of Security Holders
-- Not Applicable.
(d) Investment Advisory Contracts
-- Investment Advisory Agreements, incorporated by reference
to Exhibit No. 5 to the Pre-Effective Amendment No. 2 to
the Registration Statement on Form N-1A (File No.
333-53683) filed on September 2, 1998.
-- Investment Advisory Agreements between Conseco Capital
Management, Inc. and Conseco StockCar Stocks Mutual Fund,
Inc. to be filed.
(e) Underwriting Contracts
-- Underwriting Contracts, incorporated by reference to
Pre-Effective Amendment No. 2 to the Registration
Statement on Form N-1A (File No. 333-53683) filed on
September 2, 1998
-- Principal Underwriting Agreement between Conseco Equity
Sales, Inc. and Conseco StockCar Stocks Mutual Fund, Inc.
to be filed.
(f) Bonus or Profit Sharing Contracts
-- Not Applicable.

<PAGE>
(g) Custodian Agreements
-- Custodian Agreement, incorporated by reference to
Pre-Effective Amendment No. 2 to the Registration
Statement on Form N-1A (File No. 333-53683) filed on
September 2, 1998.
(h) Other Material Contracts
-- Operating Services Agreement, incorporated by reference to
Pre-Effective Amendment No. 2 to the Registration
Statement on Form N-1A (File No. 333-53683) filed on
September 2, 1998.
-- Investment Services Agreement, incorporated by reference
to Pre-Effective Amendment No. 2 to the Registration
Statement on Form N-1A (File No. 333-53683) filed on
September 2, 1998.
-- Administration Agreement between Conseco StockCar Stocks
Mutual Fund, Inc. and Conseco Services, LLC to be filed.
(i) Legal Opinion
-- Consent and Opinion of Counsel: To be filed.
(j) Consent of Independent Accountants
-- To be filed.
(k) Omitted Financial Statements
-- Not Applicable.
(l) Letter of Intent
-- Not Applicable.
(m) Rule 12b-1 Plan
-- Rule 12b-1 Plan , incorporated by reference to
Post-Effective Amendment No. 1 to the Registration
Statement on Form N-1A (File No. 333-53683) filed on
June 9, 1999.
-- Rule 12b-1 Plan to be filed.
(n) Financial Data Schedule.
-- None
(o) Rule 18f-3 Plan
-- To be filed.

<PAGE>
Item 24. Persons Controlled by or under Common Control with Registrant

The following information concerns the principal companies that may be
deemed to be controlled by or under common control with Registrant (all 100%
owned unless indicated otherwise):

CONSECO, INC. (Indiana) - (publicly traded)

Conseco Capital Management, Inc. (Delaware)

Marketing Distribution Systems Consulting Group, Inc. (Delaware)

MDS of New Jersey, Inc. (New Jersey)

Conseco Equity Sales, Inc. (Texas)

Conseco Risk Management, Inc. (Indiana)

Conseco Mortgage Capital, Inc. (Delaware)

Conseco Group Risk Management Company (Mississippi)

Conseco Finance (Delaware)

CIHC, Incorporated (Delaware)

Conseco Services, LLC (Indiana)

Conseco Marketing, LLC (Indiana)

Conseco Securities, Inc. (Delaware)

Bankers National Life Insurance Company (Texas)

National Fidelity Life Insurance Company
(Missouri)

Bankers Life Insurance Company of Illinois
(Illinois)

Bankers Life & Casualty Company (Illinois)

Certified Life Insurance Company (Illinois)

Jefferson National Life Insurance Company of Texas (Texas)

Conseco Direct Life Insurance Company (Pennsylvania)

Conseco Annuity Assurance Company (Illinois)

Vulcan Life Insurance Company (Indiana)

Conseco Senior Health Insurance Company (Pennsylvania)

Continental Life Insurance Company (Texas)

United General Life Insurance Company (Texas)

Conseco Life Insurance Company of New York
(New York)

<PAGE>
Conseco Variable Insurance Company (Texas)

Providential Life Insurance Company (Arkansas)

Washington National Corporation (Delaware)

Washington National Insurance Company (Illinois)

United Presidential Corporation (Indiana)

United Presidential Life Insurance Company
(Indiana)

Wabash Life Insurance Company (Kentucky)

Conseco Life Insurance Company (Indiana)

Lincoln American Life Insurance Company (Tennessee)

Pioneer Financial Services, Inc. (Delaware)

Geneva International Insurance Company, Inc.
(Turks and Caicos Islands)

Pioneer Life Insurance Company (Illinois)

Health and Life Insurance Company of America (Illinois)

Manhattan National Life Insurance Company (Illinois)

Conseco Medical Insurance Company (Illinois)

Capital American Financial Corporation (Ohio)

Conseco Health Insurance Company (Arizona)

Frontier National Life Insurance Company (Ohio)

Consumer Acceptance Corporation (Indiana)

General Acceptance Corporation (Indiana)

NAL Financial Group, Inc. (Delaware)

Conseco Series Trust (Massachusetts)*

Conseco Fund Group (Massachusetts) (publicly held)**

Conseco Strategic Income Fund (Massachusetts) (publicly held)***

* The shares of Conseco Series Trust currently are sold to insurance separate
accounts, both affiliated and unaffiliated.
** The shares of the Conseco Fund Group are sold to the public; Conseco
affiliates currently hold in excess of 35% of its shares.
*** The shares of the Conseco Strategic Income Fund, a closed-end management
investment company, are traded on the New York Stock Exchange.

<PAGE>
Item 25. Indemnification

Section 2-418 of the General Corporation Law of Maryland authorizes the
registrant to indemnify its directors and officers under specified
circumstances. Section 7 of Article VII of the bylaws of the registrant (exhibit
2 to the registration statement, which is incorporated herein by reference)
provides in effect that the registrant shall provide certain indemnification to
its directors and officers. In accordance with section 17(h) of the Investment
Company Act, this provision of the bylaws shall not protect any person against
any liability to the registrant or its shareholders to which he or she would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his or
her office.

Item 26. Business and Other Connections of Investment Adviser.

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

The principal officers and directors of Conseco Capital Management, Inc.
are as follows:

Rollin M. Dick, Director, Executive Vice President and Chief Financial
Officer of Conseco, Inc., Carmel, Indiana. Mr. Dick is an officer and/or
director of various affiliates of the Adviser. He is a director of Brightpoint,
Inc., Indianapolis, Indiana and Consumer Acceptance Corporation, Bloomington,
Indiana. Additionally, Mr. Dick is a director of approximately ten non- public
companies, which are believed to be not affiliated with Conseco, Inc.

Maxwell E. Bublitz, CEO, President and Director; Senior Vice President
of Conseco, Inc.; President and Trustee of Conseco Fund Group; President and
Trustee of Conseco Strategic Income Fund; President and Trustee of Conseco
Series Trust.

Albert J. Gutierrez, Senior Vice President, Investment Officer.

Gregory J. Hahn, Senior Vice President, Portfolio Analytics; Trustee of
Conseco Fund Group; Trustee of Conseco Strategic Income Fund.

Thomas A. Meyers, Senior Vice President, Director of Marketing

Thomas J. Pence, Senior Vice President

<PAGE>
William P. Kovacs, Senior Counsel and Secretary; Chief Compliance
Officer and Director; Vice President and Secretary of Conseco Fund Group; Vice
President and Secretary of Conseco Strategic Income Fund; Vice President and
Secretary of Conseco Series Trust; Vice President and Secretary Conseco Equity
Sales, Inc.; Vice President and Secretary of Conseco Securities, Inc.

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

Item 27. Principal Underwriter

Conseco Equity Sales, Inc. will serve as the Registrant's Principal
Underwriter.

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

<TABLE>
<CAPTION>
Name and Principal Positions and Offices Positions and Offices
Business Address with Principal Underwriter with Registrant
---------------- -------------------------- ---------------
<S> <C> <C>
L. Gregory Gloeckner President None

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

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

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

Item 28. Location of Accounts and Records

The accounts, books, or other documents required to be maintained by the
Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and
the rules promulgated thereunder are in the possession of the Adviser, Conseco
Capital Management, Inc., or the Custodian, Declaration Services Company, 555
North Lane, Suite 6160, Conshohocken, Pennsylvania.

Item 29. Management Services

Declaration Services Company, 555 North Lane, Suite 6160, Conshohocken,
Pennsylvania.

Item 30. Undertakings
None.

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, Conseco Series Trust, certifies
that it meets all of the requirements for effectiveness of this Post-Effective
Amendment No. 7 to the Registration Statement pursuant to Rule 485(a) under the
Securities Act of 1933 and has duly caused this Post-Effective Amendment No. 3
to be signed on its behalf by the undersigned, thereto duly authorized, in the
city of Mooresville of the State of North Carolina, on the 6th day of March,
2000.

STOCKCAR STOCKS MUTUAL FUND, INC.

By: /S/ John P. Allen, President
John P. Allen
President

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, this Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated.

Signature Title Date
- --------- ----- ----
/S/ Kim Torrence Director, Secretary March 6, 2000
Kim Torrence

/S/ Pamela Clement Director March 6, 2000
Pamela Clement

/S/ David M. Furr Director March 6, 2000
David M. Furr

/S/ Scott R. Poole Director March 6, 2000
Scott R. Poole

/S/ Andrew Miller Director March 6, 2000
Andrew Miller

/S/ Heather Wharton-Flynn Director March 6, 2000
Heather Wharton-Flynn

<PAGE>
Exhibit
Number Exhibit
- ------ -------
(a) Amended and Restated Articles of Incorporation - to be filed

(b) Amended and Restated By-Laws - to be filed

(d) Investment Advisory Agreement - to be filed

(e) Principal Underwriting Agreement - to be filed

(h) Administration Agreement - to be filed

(i) Consent and Opinion of Counsel - to be filed

(j) Consent of Independent Accountants - to be filed

(m) Rule 12b-1 Plan - to be filed

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