STOCKCAR STOCKS MUTUAL FUND INC, 485APOS, 1999-04-12

STOCKCAR STOCKS MUTUAL FUND INC
485APOS, 1999-04-12

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1933 Act Registration No. 333-53683
1940 Act Registration No. 811-8791
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20546

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. [1]
and

REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. [5]

STOCKCAR STOCKS MUTUAL FUND, INC.
(Exact name of registrant as specified in Charter)

256 Raceway Drive, Suite 11
Mooresville, North Carolina 28117
(Address of Principle Executive Offices and Zip Code)

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

Terence P. Smith
The Declaration Group
555 North Lane, Suite 6160
Conshohocken, PA 19428
(Name and Address of Agent for Service)

Please send copy of communications to:

DAVID D. JONES, ESQUIRE
518 Kimberton Road, # 134
Phoenixville, Pennsylvania 19460
610-718-5381
------------

Approximate Date of Proposed Public Offering:
- ---------------------------------------------
As soon as practicable following effective date.

It is proposed that this filing will become effective (check appropriate box):
- ------------------------------------------------------------------------------
/ / immediately upon filing pursuant to paragraph (b)
/ / on (date) pursuant to paragraph (b)
/X/ 60 days after filing pursuant to paragraph (a)(1)
/ / on (date) pursuant to paragraph (a)(3)
/ / 75 days after filing pursuant to paragraph (a)(2)
/ / on (date) pursuant to paragraph (a)(2) of rule 485

If appropriate, check the following box:

/ / this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

Registrant declares hereby that an indefinite number or amount of its securities
has been registered by this Registration Statement.

TOTAL NUMBER OF PAGES _____
EXHIBIT INDEX BEGINS
ON PAGE _____

<PAGE>

STOCKCAR STOCKS INDEX FUND

CROSS-REFERENCE SHEET
(As required by Rule 495)

<TABLE>
<CAPTION>
ITEM NO. ON FORM N-1A CAPTION OR SUBHEADING IN PROSPECTUS
- --------------------- -----------------------------------
OR STATEMENT OF ADDITIONAL INFORMATION
--------------------------------------

PART A - INFORMATION REQUIRED IN PROSPECTUS
<S> <C>
1. Front and Back Cover Pages. Cover Page; Back Cover Page

2. Risk/Return Summary: Investments, Risk/Return Summary Risks, and
Performance.

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

4. Investment Objectives, Principal Risk/Return Summary; The StockCar Stocks
Investment Strategies, and Related Index: Investment Objectives and Policies
Risks

5. Management's Discussion of Included in Semi-Annual Report of Fund,
Fund Performance Dated March 31, 1999.

6. Management, Organization and Investment Adviser
Capital Structure

7. Shareholder Information Investing in the Funds; How to Sell (Redeem)
Your Shares; Tax Considerations; General
Information; Brokerage Allocation;
Dividends and Distributions;

8. Distribution Arrangements Distribution Fee; Brokerage Allocation

9. Financial Highlights Information Financial Highlights

PART B. STATEMENT OF ADDITIONAL INFORMATION
- -------------------------------------------

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

11. Fund History Management of the Fund

12. Description of the Fund and its Management Of The Fund; Investment
Investments and Risks Policies and Restrictions

13. Management of the Fund. Management of the Fund; Investment Adviser;
Directors and Officers;

14. Control Persons and Principal Directors and Officers; Investment Adviser
Holders of Securities.

15. Investment Advisory and other Investment Adviser; Custodian; Transfer Agent;
Services. Administration; Independent Accountants

16. Brokerage Allocation and Other Distributor; Portfolio Transactions;
Practices . Distribution Plans

17. Capital Stock and Other Tax Management of the Fund
Information; Securities.

18. Purchase, Redemption and Pricing Purchasing and Redeeming Shares
of Securities Being Offered

19. Taxation of the Fund. Tax Information

20. Underwriters Distributor; Transfer Agent; Distribution Plans
and Transfer Agents

21. Calculations of Performance Data Performance

22. Financial Statements Included in Semi-Annual report of Fund Dated
March 31, 1999.
</TABLE>

PART C
Information required to be included in PART C is set forth under the appropriate
Item, so numbered, in PART C of the Registration Statement.
- --------------------------------------------------------------------------------

<PAGE>

Part A

STOCKCAR STOCKS INDEX FUND
(the "Fund")

A Series of StockCar Stocks Mutual Fund, Inc.
256 Raceway Drive, Suite 11
Mooresville, North Carolina 28117
800-494-2755

PROSPECTUS
FOR
NO-LOAD DIRECT SHARES

JUNE 11, 1999

The Fund's primary 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 StockCar Stocks
Index(TM) (the "Index"), with the goal of replicating the performance of the
Index. The Index is calculated and published by the American Stock Exchange
under the ticker symbol "RCE". Please note that this is not the Fund's ticker
symbol. The Fund's ticker symbol is "_______"

This Prospectus offers No-Load Direct Class shares of the Fund. No-Load Direct
Class Shares of the Fund are sold without any sales charges or loads.

The Securities and Exchange Commission has not approved or disapproved these
securities or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
- --------------------------------------------------------------------------------

<PAGE>

TABLE OF CONTENTS

Risk/Return Summary
Fees And Expenses.
Investment Objectives and Policies.
The StockCar Stocks Index(TM).
Investment Adviser.
Investing In The Fund
How To Sell (Redeem) Shares
Dividends and Distributions
Brokerage Allocation
Tax Considerations
General Information
Distribution Fee
Financial Highlights

<PAGE>

RISK/RETURN SUMARY

Investment Objectives and Goals
- -------------------------------
The Fund's investment objectives are to achieve growth of capital and current
income.

Principal Investment Strategies
- -------------------------------
The Fund attempts to achieve its investment objectives by investing primarily in
the stocks of the companies comprising the StockCar Stocks Index(TM) (the
"Index"), with the goal of replicating the performance of the Index.

The Index is a price sensitive index of companies involved in the sponsorship of
or deriving income from NASCAR(R) sanctioned racing events at the Winston Cup
racing level. The Index is calculated and published by the American Stock
Exchange under the ticker symbol "RCE".

The Fund normally invests at least 95% of its net assets in the common stock of
companies listed on the StockCar Stocks Index(TM) (the "Index"), in
approximately the same percentages as each company represents in the Index.

Investment Rationale
- --------------------
The Index presently is composed of 56 corporations representing a broad sector
of the nation's economy. Thirty-seven companies in the Index are also listed on
the S&P Composite Index of 500 Stocks(R) (the "S&P 500"). Other companies in the
Index are newer companies that are experiencing, or have the potential to
experience, rapid capital growth. StockCar Stocks Advisors, LLC, the Fund's
Adviser, believes that because of the diversity and variety of the Index's
composition, investing the Fund's net assets in Index companies to replicate the
performance of the Index is an effective way to achieve the Fund's investment
objectives of capital growth and current income.

Principal Risks of Investing in the Fund
- ----------------------------------------
Stock Market Risk. The principal risk of investing in the Fund is the risk of
losses due to declines in the prices of the common stocks held by the Fund. The
Fund invests primarily in common stock, so the Fund will be subject to the risks
associated with common stocks, including price volatility and the
creditworthiness of the issuing company. The stock market trades in cyclical
price patterns, with prices generally rising or falling over time. These
cyclical periods may last for a significant period of time.

Diversification Risk. The Fund invests almost exclusively in the companies
listed on the Index. Presently, the Index is composed of only 56 companies, and
because the Fund invests in a relatively limited number of companies, the Fund
may be exposed to greater risks than a fund that invests in a more diverse
universe of securities.

Index Risk. There is risk involved in the Fund's investment policy of tracking
the Index, due to the potential company turnover which may occur in the Index,
the possible addition of companies to the Index which may not have a long
operating history, and the risks inherent in the stock car auto racing industry.
Further, the composition of the Index may change over time. Changes in the
composition of the Index will cause the Fund to adjust its portfolio
accordingly. As a result, the Fund may experience losses if it is required to
sell securities to conform to the Index composition.

Small-Cap Company Risk. Some of the companies included in the Index are
considered to be smaller companies. Companies with small market capitalizations
can be riskier investments than larger capitalized companies, due to their lack
of experience, product diversification, cash reserves and lack of management
depth.

Year 2000 Risks: As with other mutual funds, financial and business
organizations and individuals around the

1
<PAGE>

world, the Fund could be adversely affected if the computer systems used by the
Adviser and the Fund's other service providers don't properly process and
calculate date-related information and data from and after January 1, 2000. This
is commonly known as the "Year 2000" or "Y2K" problem. The Adviser is taking
steps to address the Y2K problem with respect to the computer systems that it
uses and to obtain assurances that comparable steps are being taken by the
Fund's other major service providers. At this time, however, there can be no
assurance that these steps will be sufficient to avoid any adverse impact on the
Fund.

General Risks. You may lose money by investing in the Fund. Your risk of loss is
greater if you hold your investment for shorter time periods. The Fund may be
appropriate for long-term investors who understand the potential risks and
rewards of investing in common stocks. The value of the Fund's investments will
vary from day-to-day, reflecting changes in market conditions, interest rates
and other company, political, and economic news. The Fund has a limited
operating history, and this may pose additional risks. When you sell your Fund
shares, they may be worth more or less than what you paid for them. There is no
assurance that the Fund can achieve its investment objective, since all
investments are inherently subject to market risk.

The bar chart and table below help show the returns and risks of investing in
the Fund. They show the Fund's performance over the lifetime of the Fund, and
compare the Fund's performance to the performance of the Index for the life of
the Fund. You should be aware that the Fund's past performance may not be an
indication of how the Fund will perform in the future. Because the Fund has not
completed its first full year of operations, annual Fund performance information
is not yet available. Annual performance information will be included in the
Fund's Annual Report.

PERFORMANCE BAR CHART
FUND VS. INDEX
TOTAL RETURNS
FROM OCTOBER 1, 1998 THROUGH 03/31/99*
- --------------------------------------

24.00%
- ------- 20.98%
- ------- ------
- ------- -------
- ------- ------__
- ------------------------
FUND1,2 INDEX1

* The Fund commenced investment operations on October 1, 1998.
1. Not Annualized.
2. From October 1, 1998 to October 15, 1998, the Fund was in the process of
investing in Index securities. During that time, the Index was experiencing
a temporary decline. Because the Fund was not fully invested in the Index
during the decline, the Fund outperformed the Index. Under normal
circumstances, the Fund will not outperform the Index.

FEES AND EXPENSES

This table describes the fees and expenses you may pay if you buy and hold
shares of the Fund.

Shareholder Fees:
- -----------------
(fees paid directly from your investment) None1

2
<PAGE>

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

Management Fees2 1.16%
Distribution (12b-1) Fees3 0.25%
Other Expenses4 0.09%
-----
Total Annual Fund Operating Expenses 1.50%

Example: This Example is intended to 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 redeem 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:

One Year Three Years
-------- -----------
$ 153 $ 474

A redemption fee of 0.50% of net assets redeemed prior to six months is not
included in these calculations. If that fee were included, your costs would be
higher.

1. The Fund will charge you a redemption fee of 0.5% of the value of your
redemption if you redeem your shares less than 6 months after purchasing
them.
2. Management fees include a fee of 0.50% for investment advisory services and
0.66% for administrative and other services. Both fees are paid to the
Fund's Adviser. The Adviser has voluntarily agreed to waive receipt of its
fees and/or assume certain expenses of the Fund, if it becomes necessary,
to help ensure that the Fund's expenses do not exceed 1.50% annually. The
Adviser may amend or terminate this agreement at any time, but will notify
you in writing at least 30 days in advance of any change.
3. Because 12b-1 fees are paid out of the assets of the Fund on an ongoing
basis, over time these fees will increase the cost of your investment and
may cost you more than paying other types of sales charges.
4. Because the Fund has not yet completed its first full year of operations,
these expenses are estimates.

INVESTMENT OBJECTIVES AND POLICIES

The Fund is a diversified mutual fund whose primary investment objectives are
growth of capital and current income. The Fund seeks to achieve these objectives
by investing primarily in the common stock of companies listed on the Stockcar
Stocks Index(TM) (the "Index"), in approximately the same percentages as each
company represents in the Index, with the goal of replicating the performance of
the Index.

Under normal circumstances, the Fund invests at least 95% of its net assets in
the securities of the companies comprising the Index., in approximately the same
percentages as those companies represent in the Index. The Adviser will attempt
to maintain a correlation coefficient of at least .95% in performance between
the Index and the Fund. This means that the Adviser will attempt to replicate at
least 95% of the Index's performance.

The Adviser will be responsible for tracking such performance, under the
supervision of the Board of Directors of the Company, and the Board will take
such actions as it deems appropriate in the event such correlation is not
maintained.

The Adviser has determined that in order to fully replicate the performance of
the Index, the Fund must have approximately $25 million in net assets. Until
such asset levels are reached, the Adviser may invest Fund assets in a
representative sample of Index securities and such other permissible securities
as the Adviser deems likely to most closely track Index performance. You should
be aware that there is no assurance that the Adviser will be successful in
replicating the performance of the Index during this period.

3
<PAGE>

A complete listing of the Fund's permissible investments, and particular risks
and investment restrictions pertaining to such investments, is as follows;

Common Stocks. 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 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 though the country of the issuer's domicile might not be
considered by the Adviser to be friendly or stable.

For temporary liquidity purposes only, the Fund may invest up to 25% 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 registered investment companies ("mutual funds") to maintain liquidity.
Such mutual funds may include money market funds. As a shareholder of another
registered investment company, the Fund would bear its pro rata portion of that
company's Advisery fees and other expenses. Such fees and expenses will be borne
indirectly by the Fund's shareholders. The Fund may invest in other mutual funds
to the extent that such investments do not exceed 10% of the Fund's net assets
and/or 3% of any one 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 than 5% of its net assets
in such securities, and will not invest in any such security with a maturity in
excess of one year.

Cash Reserves. The Fund may, to meet liquidity needs, hold up to 25% of its net
assets in cash. The primary risk associated with such a policy is that the
Fund's performance will vary, perhaps significantly, from the performance of the
Index when the Fund holds such a high percentage of cash reserves.

4
<PAGE>

THE STOCKCAR STOCKS INDEX(TM)

The StockCar Stocks Index(TM) is an equally weighted, price sensitive Index.
This means that all the companies in the Index begin each calendar year with an
equal weighting in the Index, and the Index value then moves up and down based
on the price movements of the companies in the Index. The companies listed on
the Index are publicly traded companies that sponsor or that derive revenues
from NASCAR(R) sanctioned racing events at the Winston Cup Level.

The Index is calculated and published by the American Stock Exchange ("AMEX")
under the ticker symbol, "RCE". The AMEX began publishing the Index in
September, 1998.

The Index was created by and is owned by the Adviser. The Adviser is responsible
for selecting the companies that will be included in or deleted from the Index,
based on the criteria described below, and will report such changes to the
American Stock Exchange.

The Index presently is composed of 56 companies, 37 of which are also listed on
the S&P 500. The companies presently listed on the Index represent ten out of
the thirteen generally recognized industry sectors. Approximately 73.2% of the
Index companies are Large-Cap companies (more than $5 billion in market cap),
14.3% are Mid-Cap companies ($1 to $5 billion in market cap), and 12.5% are
Small-Cap companies (less than $1 billion in market cap).

As of March 31, 1999, the following companies were listed on the Index and
included in the Fund's portfolio:

PERCENTAGE OF
COMPANY NAME TICKER SYMBOL FUND PORTFOLIO
- --------------------------------------------------------------------------------
Action Performance Cos. ACTN 1.42
Adolph Coors Co. RKY 1.61
Anheuser Busch Cos. BUD 1.86
Ashland Inc. (Valvoline) ASH 1.39
BellSouth Corp. BLS 1.44
Block Drug Co. (Goody's) BLOCA 1.67
Caterpillar Inc. CAT 1.68
CBRL Group Inc. (Cracker Barrel) CBRL 1.38
CBS Corp. CBS 2.24
The Clorox Co. (STP) CLX 1.73
Coca Cola Co. KO 1.54
Comcast Corp. (Primestar) CMCSK 0.34
Cox Communications (Primestar) COX 0.31
Deere & Co. DE 1.94
Dover Downs Entertainment DVD 2.23
DuPont de Nemours & Co. DD 1.91
Eastman Kodak Co. EK 1.60
Exide Corp. EX 1.20
Federal Mogul Corp. FMO 1.35
Ford Motor Co. ` F 1.60
Frontier Corp. FRO 2.76
General Electric Co. (NBC) GE 1.91
General Mills, Inc. (Cheerios) GIS 1.66
General Motors Corp. GM 2.18
Genuine Parts Co. (NAPA) GPC 1.44

5
<PAGE>

PERCENTAGE OF
COMPANY NAME TICKER SYMBOL FUND PORTFOLIO
- --------------------------------------------------------------------------------
Goodyear Tire & Rubber Co. GT 1.56
Home Depot Inc. HD 1.85
International Speedway Corp. ISCA 2.15
Kellogg Co. K 1.59
Kmart Corp. KM 1.95
Lowe's Companies LOW 2.12
Mattel Inc. MAT 1.95
MBNA Corp. KRB 1.61
McDonald's Corp. MCD 2.13
MediaOne Group, Inc. (Primestar) UMG 0.54
Mobil Corp. MOB 1.68
Paychex Inc. PAYX 1.63
PECO Energy Co. PE 1.81
Pennzoil - Quaker State Co. PZL 1.49
Penske Motorsports Inc. SPWY 2.37
PepsiCo Inc. PEP 1.60
Philip Morris Co. (Miller Lite) MO 1.03
Philips Electronics PHG 2.14
Procter & Gamble (Tide) PG 1.90
Quaker Oats Co. (Gatorade) OAT 1.76
Racing Champions RACN 1.48
RJR Nabisco Holdings (Winston) RN 1.41
Sara Lee Corp. (Bryan Foods) SLE 1.59
Sears Roebuck & Co. S 1.77
SPDR SPY 2.42
Speedway Motorsports Inc. TRK 2.58
TCI Satellite Entmnt. (Primestar) TSATA 0.11
Texaco Inc. TX 1.78
Clorox Co. (STP) CLX 1.73
Time Warner Inc. (Cartoon Network) TWX 1.78
Tosco Corp. (Unocal 76) TOS 1.71
UST Inc. (Skoal) UST 1.31
Walt Disney Co. (ABC & ESPN) DIS 1.72
Cash/Other ----- 5.09
----
TOTAL 100%

The Adviser also maintains a web site (www.stockcarstocks.com) which contains a
complete listing of all the companies currently included in the Index and
information concerning the construction and maintenance of the Index.

INDEX COMPOSITION CRITERIA. In order for a company to be included in the Index,
that company must either be involved in the sponsorship of, or derive revenues
from, NASCAR(R) (the National Association for Stock Car Auto Racing) sanctioned
racing events at the Winston Cup(R) level only. NASCAR(R) is a private national
association which oversees and regulates stock car racing in the United States,
and sets standards and rules for such racing. The Winston Cup(R) Series is one
of several NASCAR(R) racing series, and is considered to be the top level of
stock car racing, due to the size of the prize moneys offered, the expense and
time required of the racing teams and their sponsors, and the prestige and
recognition of the racing series worldwide. There are other NASCAR(R) sanctioned
racing levels, but the Adviser has determined not to include such levels in the
Index because of the more frequent turnover in company involvement at such
levels. Company involvement at the Winston Cup(R) level requires a substantial
investment of time and money, and as a result, the companies that are involved
in the sport at the Winston Cup(R) level tend to stay involved for much longer
time periods.

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.

6
<PAGE>

(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 Cup(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 34 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 or
radio 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 $25 million in
market capitalization in order to be included in the Index. Presently, no
company included in the Index has a market capitalization of less than $100
million.

Any publicly traded company that meets one of more of the criteria set forth
above, and meets the minimum market capitalization requirements, is eligible for
inclusion in the Index and must be included in the Index not later than the
first calendar quarter after it has become eligible. The Adviser is responsible
for monitoring the marketplace, identifying such eligible companies, and
reporting such companies to the AMEX for inclusion in the Index. Conversely, any
company in the Index that ceases to qualify under any of the above-described
criteria must be removed from the Index at the end of the calendar year in which
the company ceases to qualify, when the Index is rebalanced. The Adviser is
responsible for monitoring the Index companies, identifying any companies that
cease to qualify, and reporting such companies to the AMEX for deletion from the
Index.

INVESTMENT ADVISER

StockCar Stocks Advisors, LLC (the "Adviser"), located at the corner of Gasoline
Alley and Raceway Drive in Mooresville, North Carolina, is a limited liability
company organized under the laws of the State of North Carolina. The Adviser is
registered with the Securities and Exchange Commission as a registered
investment Adviser. The Adviser was formed specifically to provide investment
services to the Fund. It does not presently provide investment management
services to any other entity or individual, although it may do so in the future.

John P. Allen II is Chief Executive Officer of the Adviser. Kim Torrence is
President of the Adviser. Robert T. Carter is Portfolio Manager, and is
responsible for all investment decisions relating to the Fund. Mr. Allen and Ms.
Torrence are controlling partners of the Adviser, holding 40% and 20%
partnership interests, respectively. Mr. Allen also serves as the President and
as a Director of StockCar Stocks Mutual Fund, Inc. (the "Company"). Ms. Torrence
also serves as a Director of the Company.

Mr. Carter, the Fund's portfolio manager, has over thirty-five years experience
managing funds for registered investment companies and private and institutional
clients. He was a senior equity and fixed-income portfolio manager for Duff &
Phelps Investment Management in Chicago, Illinois from1989-1996, managing over
$300 million in mutual fund, institutional and private client assets.

7
<PAGE>

Prior to his tenure with Duff & Phelps, Mr. Carter managed mutual fund,
institutional and pension accounts for Windmann, Siff & Co., Central National
Bank and Society National Bank. Mr. Carter's financial management career dates
back to 1960. Mr. Carter is a Chartered Financial Analyst and a graduate of The
College of Wooster and attended the University of Chicago Graduate School of
Business. Mr. Carter also provides tax and financial planning services to a
limited number of individuals through McCauley Development Group, a sole
proprietorship founded by Mr. Carter in 1996.

ADVISORY AGREEMENT. The Adviser has entered into an Investment Advisory
Agreement (the "Advisory Agreement") with the Company to provide investment
management services to the Fund. Pursuant to the terms of the Advisory
Agreement, the Adviser manages the investment of the assets of the Fund in
accordance with the Fund's investment objectives, policies, and restrictions.
The Adviser receives from the Fund, as compensation for its services, a fee,
accrued daily and payable monthly, at an annual rate of 0.50% of the Fund's net
assets.

The Adviser has voluntarily agreed to waive its fees and/or assume certain
expenses of the Fund, if necessary, in the event that the Fund's total annual
expenses, excluding taxes, interest and extraordinary litigation expenses,
during any of its fiscal years, exceed 1.5% of its average daily net asset value
in such year. The Fund will not be liable in future years for any fee waivers or
expense assumptions made by the Adviser in previous years. If the Adviser waives
fees and/or assumes expenses of the Fund, such actions will have the effect of
lowering the Fund's expense ratios and increasing the Fund's yield during the
time in which the Adviser undertakes such actions. The Adviser may amend or
terminate its agreement at any time, but will notify you in writing at least 30
days in advance of any such amendment or termination.

SERVICES AGREEMENT. The Adviser has also entered into an Operating Services
Agreement with the Company (the "Services Agreement"). Under the terms of the
Services Agreement, the Adviser, subject to the supervision of the Board of
Directors, will provide day-to-day operational services to the Fund including,
but not limited to, providing or arranging to provide accounting,
administrative, legal (except litigation), dividend disbursing, transfer agent,
registrar, custodial, fund share distribution, shareholder reporting,
sub-accounting and record keeping services. The Services Agreement provides that
the Adviser pays all fees and expenses associated with these and other
functions, including, but not limited to, expenses of legal compliance,
shareholder communications, and meetings of the shareholders. For its services
to the Fund under the Services Agreement, the Fund will pay to the Adviser on
the last day of each month a fee equal to pay to the Adviser on the day of each
month a fee equal to 0.66% of the average net asset value of the Fund, such fee
to be computed daily based upon the net asset value of the Fund.

The Adviser, with the consent of the Company, has entered into an Investment
Company Services Agreement with Declaration Service Company to provide Transfer
Agent and essentially all administrative services for the Fund.

The combined effect of the Advisory Agreement and the Services Agreement is to
place a cap or ceiling on the Fund's ordinary operating expenses at 1.16% of the
average daily net asset value of the Fund, excepting 12b-1 fees, brokerage,
interest, taxes, litigation, and other extraordinary expenses.

Under both Agreements, the Adviser furnishes at its own expense office space to
the Company and all necessary office facilities, equipment, and personnel for
managing the assets of the Fund. The Adviser also pays all expenses of marketing
shares of the Fund, placement of securities orders and related bookkeeping.

8
<PAGE>

INVESTING IN THE FUND

Determination of Share Price
- ----------------------------
Shares of the Fund are offered at the public offering price for each share class
of the Fund. The public offering price for No-Load Direct Class shares of the
Fund is based upon the Fund's net asset value per share. Net asset value per
share is calculated by adding the value of Fund investments, cash and other
assets, subtracting Fund liabilities, and then dividing the result by the number
of shares outstanding. The assets of the Fund are valued at market value or, if
market quotes cannot be readily obtained, fair value is used as determined by
the Board of Directors.

The net asset value of the Fund's shares is computed on all days on which the
New York Stock Exchange is open for business at the close of regular trading
hours on the Exchange, currently 4:00 p.m. East Coast time.

Opening and Adding To Your Account
- ----------------------------------
You can invest directly in the Fund in a number of ways. Simply choose the one
that is most convenient for you. Any questions you may have can be answered by
calling 1-800-494-2755. You may also purchase Fund shares through broker-dealers
or other financial organizations. Other classes of Fund shares are also
available. Contact your broker/dealer or the Fund if you would like a Prospectus
for other share classes.

Payments for Fund shares should be in U.S. dollars, and in order to avoid fees
and delays, should be drawn on a U.S. bank. Please remember that Fund management
reserves the right to reject any purchase order for Fund shares if, in the
Fund's opinion, such an order would cause a material detriment to existing
shareholders. Your purchase of Fund shares is subject to the following minimum
investment amounts:

<TABLE>
<CAPTION>
MINIMUM
INVESTMENT TO OPEN ACCOUNT TO ADD TO AN ACCOUNT
- ---------- --------------- --------------------
<S> <C> <C>
Regular Account $1,000 $500
IRAs $ 500 $100

AUTOMATIC
INVESTMENT
PLANS
- ----------

Regular Accounts $1000 $100 per month minimum
IRAs $ 500 $ 50 per month minimum

HOW TO INVEST TO OPEN AN ACCOUNT TO ADD TO ACCOUNT
- ------------- ------------------ -----------------

By Mail Complete an Account Make your check payable to
Registration Form, make StockCar Stocks Index Fund and
a check payable to mail it to the address at left.
StockCar Stocks Index Fund
and mail the Form and check
to StockCar Stocks Mutual Please include your account
Fund, Inc., c/o Declaration number on your check.
Service Company, 555 North Or use the convenient form
Lane Suite 6160, attached to your regular
Conshohocken, PA 19428. Fund statement.

9
<PAGE>

By Wire Ask your bank to wire funds Ask your bank to wire
to Account of immediately available funds to
First Union National Bank, the location described at the
N.A., ABA#: -------------- left, except that the wire should
Credit: StockCar Stocks Mutual purchase rather than to open
Fund, Inc., Acct.#: ---------- a new account.
Further credit: StockCar Stocks
Index Fund.
The wire should state that the Include your name and Fund
purchase is to be in your account number.
name(s).

The wire should state that you are
opening a new Fund account.

Include your name(s), address and
taxpayer identification number or
Social Security number and the
name of the Fund in which you are
purchasing shares.

Call 1-800-494-2755 to inform us
that a wire is being sent.

By Telephone transactions may Call 1-800-494-2755 to make
Tele- not be used for initial your purchase.
Phone. purchases
If you want to make
subsequent transactions via
telephone, please select this
service on your account
Registration Form.
</TABLE>

StockCar Stocks Mutual Fund, Inc. (the "Company") wants you to be kept current
regarding the status of your account in the Fund. To assist you, the following
statements and reports will be sent to you:

Confirmation Statements After every transaction that affects your account
balance or your account registration.

Financial Reports Quarterly -- to reduce Fund expenses, only one copy of
the financial report will be mailed to each taxpayer
identification number even if you have more than one
account in the Fund.

10
<PAGE>

Purchase By Mail
- ----------------
Your purchase order, if accompanied by payment, will be processed upon receipt
by Declaration Service Company, the Fund's Transfer Agent. If the Transfer Agent
receives your order and payment by the close of regular trading on the Exchange
(currently 4:00 p.m. East Coast time), your shares will be purchased at the
Fund's net asset value calculated at the close of regular trading on that day.
Otherwise, your shares will be purchased at the net asset value determined as of
the close of regular trading on the next business day.

The Company does not consider the U.S. Postal Service or any other independent
delivery service to be its agent. Therefore, deposit in the mail or with such
services, or receipt at Declaration Service Company's Post Office Box, of
purchase applications or redemption requests does not constitute receipt by the
Custodian or the Fund. Do not mail letters by overnight courier to the post
office box address. Correspondence mailed by overnight courier should be sent to
the Fund at:

Declaration Service Company
555 North Lane, Suite 6160
Conshohocken, PA 19428

All applications to purchase shares of the Fund are subject to acceptance or
rejection by authorized officers of the Company and are not binding until
accepted. Applications will not be accepted unless they are accompanied by
payment in U.S. funds. Payment must be made by check or money order drawn on a
U.S. bank, savings & loan or credit union. The Custodian will charge a $20.00
fee against your account, in addition to any loss sustained by the Fund, for any
payment check returned to the Custodian for insufficient funds. The Company
reserves the right to refuse to accept applications under circumstances or in
amounts considered disadvantageous to shareholders. If you place an order for
Fund shares through a securities broker, and you place your order in proper form
before 4:00 p.m. East Coast time on any business day in accordance with their
procedures, your purchase will be processed at the public offering price
calculated at 4:00 p.m. on that day, if the securities broker then transmits
your order to the Transfer Agent before the end of its business day (which is
usually 5:00 p.m. East Coast time). The securities broker must send to the
Transfer Agent immediately available funds in the amount of the purchase price
within three business days for the order.

By Financial Service Organization
- ---------------------------------
If you are a client of a securities broker or other financial organization, you
should note that such organizations may charge a separate fee for administrative
services in connection with investments in Fund shares and may impose account
minimums and other requirements. These fees and requirements would be in
addition to those imposed by the Fund. If you are investing through a securities
broker or other financial organization, please refer to its program materials
for any additional special provisions or conditions that may be different from
those described in this Prospectus (for example, some or all of the services and
privileges described may not be available to you). Securities brokers and other
financial organizations have the responsibility of transmitting purchase orders
and funds, and of crediting their customers' accounts following redemptions, in
a timely manner in accordance with their customer agreements and this
Prospectus.

11
<PAGE>

Telephone Purchases
- -------------------
In order to be able to purchase shares by telephone, your account authorizing
such purchases must have been established prior to your call. Your initial
purchase of shares may not be made by telephone. Shares purchased by telephone
will be purchased at the per share net asset value determined at the close of
business on the day that the transfer agent receives payment through the
Automatic Clearing House. Call the Transfer Agent for details.

You may make purchases by telephone only if you have an account at a bank that
is a member of the Automated Clearing House. Most transfers are completed within
three business days of your call. To preserve flexibility, the Company may
revise or eliminate the ability to purchase Fund shares by phone, or may charge
a fee for such service, although the Company does not currently expect to charge
such a fee.

Declaration Service Company, the Fund's transfer agent, employs certain
procedures designed to confirm that instructions communicated by telephone are
genuine. Such procedures may include, but are not limited to, requiring some
form of personal identification prior to acting upon telephonic instructions,
providing written confirmations of all such transactions, and/or tape recording
all telephonic instructions. Assuming procedures such as the above have been
followed, neither the Transfer Agent nor the Fund will be liable for any loss,
cost, or expense for acting upon telephone instructions that are believed to be
genuine. The Company shall have authority, as your agent, to redeem shares in
your account to cover any such loss. As a result of this policy, you will bear
the risk of any loss unless the Fund has failed to follow procedures such as the
above. However, if the Fund fails to follow such procedures, it may be liable
for such losses.

Wire Purchases
- --------------
If you purchase Fund shares by wire, you must complete and file an Account
Registration Form with the Transfer Agent before any of the shares purchased can
be redeemed. You should contact your bank (which will need to be a commercial
bank that is a member of the Federal Reserve System) for information on sending
funds by wire, including any charges that your bank may make for these services.

Miscellaneous Purchase Information
- ----------------------------------
Federal regulations require that you provide a certified taxpayer identification
number whenever you open or reopen an account. Congress has mandated that if any
shareholder fails to provide and certify to the accuracy of the shareholder's
social security number or other taxpayer identification number, the Company will
be required to withhold a percentage, currently 31%, of all dividends,
distributions and payments, including redemption proceeds, to such shareholder
as a backup withholding procedure.

For economy and convenience, share certificates will not be issued.

12
<PAGE>

HOW TO SELL (REDEEM) YOUR SHARES

You may sell (redeem) your shares at any time. You may request the sale of your
shares either by mail, by telephone or by wire.

By Mail
- -------
Sale requests should be mailed via U.S. mail or overnight courier service to:

Declaration Service Company
555 North Lane, Suite 6160
Conshohocken, PA 19428

The selling price of the shares being redeemed will be the Fund's per share net
asset value next calculated after receipt of all required documents in Good
Order. Payment of redemption proceeds will be made no later than the third
business day after the valuation date unless otherwise expressly agreed by the
parties at the time of the transaction.

Good Order means that the request must include:

1. Your account number.
2. The number of shares to be sold (redeemed) or the dollar value of the
amount to be redeemed.
3. The signatures of all account owners exactly as they are registered on the
account.
4. Any required signature guarantees.
5. Any supporting legal documentation that is required in the case of estates,
trusts, corporations or partnerships and certain other types of accounts.

Signature Guarantees --
- -----------------------
A signature guarantee of each owner is required to redeem shares in the
following situations, for all size transactions:

(i) if you change the ownership on your account;
(ii) when you want the redemption proceeds sent to a different address than is
registered on the account;
(iii) if the proceeds are to be made payable to someone other than the account's
owner(s); (iv) any redemption transmitted by federal wire transfer to your
bank; and (v) if a change of address request has been received by the
Company or Declaration Service Company within 15 days previous to the
request for redemption.

In addition, signature guarantees are required for all redemptions of $10,000 or
more from any Fund shareholder account. A redemption will not be processed until
the signature guarantee, if required, is received in Good Order.

Signature guarantees are designed to protect both you and the Fund from fraud.
To obtain a signature guarantee, you should visit a bank, trust company, member
of a national securities exchange or other broker-dealer, or other eligible
guarantor institution. (Notaries public cannot provide signature guarantees.)
Guarantees must be signed by an authorized person at one of these institutions,
and be accompanied by the words "Signature Guarantee."

13
<PAGE>

By Telephone
- ------------
You may redeem your shares in the Fund by calling the Transfer Agent at
1-800-494-2755 if you elected to use telephone redemption on your account
application when you initially purchased shares. Redemption proceeds must be
transmitted directly to you or to your pre-designated account at a domestic
bank. You may not redeem by telephone if a change of address request has been
received by the Company or the Transfer Agent within 15 days previous to the
request for redemption. During periods of substantial economic or market
changes, telephone redemptions may be difficult to implement. If you are unable
to contact the Transfer Agent by telephone, shares may be redeemed by delivering
the redemption request in person or by mail. You should understand that with the
telephone redemption option, you may be giving up a measure of security that you
might otherwise have had were you to redeem your shares in writing. In addition,
interruptions in telephone service may mean that you will be unable to effect a
redemption by telephone if desired.

Shares purchased by check for which a redemption request has been received will
not be redeemed until the check or payment received for investment has cleared.

By Wire
- -------
You may request the redemption proceeds be wired to your designated bank if it
is a member bank or a correspondent of a member bank of the Federal Reserve
System. A $10 fee is charged for outgoing wires.

Redemption At The Option Of The Fund
- ------------------------------------
If the value of the shares in your account falls to less than $1000, the Company
may notify you that, unless your account is increased to $1000 in value, it will
redeem all your shares and close the account by paying you the redemption
proceeds and any dividends and distributions declared and unpaid at the date of
redemption. You will have thirty days after notice to bring the account up to
$1000 before any action is taken. This minimum balance requirement does not
apply to IRAs and other tax-sheltered investment accounts. This right of
redemption shall not apply if the value of your account drops below $1000 as the
result of market action. The Company reserves this right because of the expense
to the Fund of maintaining very small accounts.

DIVIDENDS AND DISTRIBUTIONS

Dividends paid by the Fund are derived from its net investment income. Net
investment income will be distributed at least annually. The Fund's net
investment income is made up of dividends received from the stocks it holds, as
well as interest accrued and paid on any other obligations that might be held in
its portfolio.

The Fund realizes capital gains when it sells a security for more than it paid
for it. The Fund may make distributions of its net realized capital gains (after
any reductions for capital loss carry forwards), generally, once a year.

Unless you elect to have your distributions paid in cash, your distributions
will be reinvested in additional shares of the Fund. You may change the manner
in which your dividends are paid at any time by writing to Declaration Service
Company, 555 North Lane, Suite 6160, Conshohocken, PA 19428.

BROKERAGE ALLOCATION

Declaration Distributors, Inc. ("DDI") acts as principal underwriter for the
Company. The purpose of acting as an underwriter is to facilitate the
registration of the Funds' shares under state securities laws and to assist in
the sale of shares. DDI is an affiliated company of the Fund's Transfer Agent,
Declaration Service Company. DDI is compensated for its services to the Company
under a written agreement for such services.

TAX CONSIDERATIONS

The Fund intends to qualify as a regulated investment company under Sub Chapter
M of the Internal Revenue Code so as to be relieved of federal income tax on its
capital gains and net investment income currently distributed to its
shareholders. To qualify as a regulated investment company, the Fund must, among
other things, derive at least 90% of its gross income from dividends, interest,
payments with respect to securities loans, gains from the sale or other
disposition of stock, securities, or other income derived with respect to its
business of investing in such stock or securities, and distribute substantially
all of such income to its shareholders at least annually.

14
<PAGE>

The Fund intends to distribute to shareholders, at least annually, usually in
December, substantially all net investment income and any net capital gains
realized from sales of the Fund's portfolio securities. Dividends from net
investment income and distributions from any net realized capital gains are
reinvested in additional shares of the Fund unless the shareholder has requested
in writing to have them paid by check.

Dividends from investment income and net short-term capital gains are generally
taxable to you as ordinary income. Distributions of long-term capital gains are
taxable as long-term capital gains regardless of the length of time shares in
the Fund have been held. Distributions are taxable, whether received in cash or
reinvested in shares of the Fund.

You will be advised annually of the source of distributions for federal income
tax purposes.

If you fail to furnish your social security or other tax identification number
or to certify properly that it is correct, the Fund may be required to withhold
federal income tax at the rate of 31% (backup withholding) from your dividend,
capital gain and redemption payments. Dividend and capital gain payments may
also be subject to backup withholding if you fail to certify properly that you
are not subject to backup withholding due to the under-reporting of certain
income.

Taxable distributions generally are included in your gross income for the
taxable year in which they are received. However, dividends declared in October,
November and December and made payable to shareholders of record in such month
will be deemed to have been received on December 31st if paid by the Fund during
the following January.

Distributions by the Fund will result in a reduction in the fair market value of
the Fund's shares. Should a distribution reduce the fair market value below your
cost basis, such distribution would be taxable to you as ordinary income or as a
long-term capital gain, even though, from an investment standpoint, it may
constitute a partial return of capital. In particular, you should be careful to
consider the tax implications of buying shares of the Fund just prior to a
distribution. The price of such shares include the amount of any forthcoming
distribution so that you may receive a return of investment upon distribution
which will, nevertheless, be taxable.

A redemption of shares is a taxable event and, accordingly, a capital gain or
loss may be recognized. You should consult a tax Adviser regarding the effect of
federal, state, local, and foreign taxes on an investment in the Fund.

GENERAL INFORMATION

The Fund will not issue stock certificates evidencing shares. Instead, your
account will be credited with the number of shares purchased, relieving you of
responsibility for safekeeping of certificates and the need to deliver them upon
redemption. Written confirmations are issued for all purchases of shares.

In reports or other communications to investors, or in advertising material, the
Fund may describe general economic and market conditions affecting the Fund and
may compare its performance with other mutual funds as listed in the rankings
prepared by Lipper Analytical Services, Inc. or similar nationally recognized
rating services and financial publications that monitor mutual fund performance.
The Fund may also, from time to time, compare its performance to the S&P 500. In
addition, the Fund will compare its performance to the performance of the Index.

15
<PAGE>

According to the law of Maryland, under which the Company is incorporated, and
the Company's bylaws, the Company is not required to hold an annual meeting of
shareholders unless required to do so under the Investment Company Act of 1940.
Accordingly, the Company will not hold annual shareholder meetings unless
required to do so under the Act.

DISTRIBUTION FEES

The Fund has adopted a Distribution Plan (the "12B-1 Plan"), pursuant to which
the Fund pays the Adviser a monthly fee for shareholder servicing expenses of up
to 0.25% per annum of the Fund's average daily net assets on all of its share
classes

The 12B-1 Plan provides that the Fund may finance activities which are primarily
intended to result in the sale of the Fund's shares. These services include,
among other things, processing new shareholder account applications, preparing
and transmitting to the Fund's Transfer Agent computer processable tapes of all
transactions by customers, and serving as the primary source of information to
customers in answering questions concerning the Fund and their transactions with
the Fund.

Payments under the 12b-1 Plan are not tied exclusively to the distribution
and/or shareholder servicing expenses actually incurred by the Adviser, and such
payments may exceed the expenses actually incurred. The Company's Board of
Directors evaluates the Plan on a regular basis.

You should be aware that if you hold your shares for a substantial period of
time, you may indirectly pay more than the economic equivalent of the maximum
front-end sales charge allowed by the National Association of Securities Dealers
due to the recurring nature of Distribution (12b-1) fees.

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the Fund's
financial performance since its inception on September 16, 1998. Certain
information reflects financial results for a single Fund share. The total
returns in the table represent the rate that an investor would have earned (or
lost) on an investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has not been audited. These Financial
Highlights, along with other information concerning the Fund are included in the
Fund's semi-annual report, which is available without charge upon request.

October 1, 1998(1)
Through
March 31, 1999
--------------

NET ASSET VALUE-
BEGINNING OF PERIOD $ 15.00

INVESTMENT OPERATIONS:
Net Investment Income $ 0.02
Net Realized and
Unrealized Gain on
Investments $ 3.58
-------
Totals from Investment
Operations $ 3.60

DISTRIBUTIONS:
From Net
Investment Income $ 0.00
From Net Realized
Capital Gains $ 0.00
-------
Total Distributions $ 0.00
-------

NET ASSET VALUE-
END OF PERIOD $18.60

TOTAL RETURN 24.00%

RATIOS/SUPPLEMENTAL DATA*
Net Assets, end of period
(in 000's) $1,605
Ratio of Expenses to
Average Net Assets(4,5) 1.41%2
Ratio of Net Investment
Income to Average Net
Assets 0.47%2
Portfolio Turnover Rate 17.58%

(1) Commencement of Operations

2. Annualized

See notes to financial statement contained in the Fund's Semi-Annual Report.

16
<PAGE>

FOR MORE INFORMATION

Additional information about the Fund is available in the Fund's semi-annual
report to shareholders. In the Fund's semi-annual report, you will find a
discussion of the market conditions and investment strategies that significantly
affected the Fund's performance during its first six months of operations.

STATEMENT OF ADDITIONAL BY MAIL:
INFORMATION (SAI)
StockCar Stocks Mutual Fund, Inc.
The SAI contains more detailed c/o Declaration Service Company
Information on all aspects of the 555 North Lane, Suite 6160
Fund. A current SAI, dated June 9, Conshohocken, PA 19428
1999, has been filed with the SEC
and is incorporated by reference BY PHONE: 1-800-494-2755
into (is legally a part of) this
prospectus. ON THE INTERNET:
www.stockcarstocks.com
To request a free copy of the SAI,
or the Fund's latest semi-annual Or you may view or obtain these
Report, please contact the Fund. documents from the SEC.

IN PERSON: at the SEC's Public
Reference Room in Washington, D.C.

BY PHONE: 1-800-SEC-0330

BY MAIL: Public Reference Section,
Securities and Exchange Commission,
Washington, D.C. 20549-6009
(duplicating fee required)

ON THE INTERNET: www.sec.gov

STOCKCAR STOCKS INDEX FUND
c/o Declaration Service Company
555 North Lane, Suite 6160
Conshohocken, PA 19428
1-800-494-2755

Investment Company Act No.
811-8791

<PAGE>

STOCKCAR STOCKS INDEX FUND
(the "Fund")

A Series of StockCar Stocks Mutual Fund, Inc.
256 Raceway Drive, Suite 11
Mooresville, North Carolina 28117
800-494-2755

(Subject to Completion)

PROSPECTUS
FOR
ADVISOR CLASS SHARES

JUNE 9, 1999

The Fund's primary 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 StockCar Stocks
Index(TM) (the `Index"), with the goal of replicating the performance of the
Index. The Index is calculated and published by the American Stock Exchange
under the ticker symbol "RCE".

This Prospectus offers Advisor Class shares of the Fund. These shares are sold
to the public through brokers, dealers and other financial service
organizations, and are generally subject to a front-end sales charge.

The information contained in this Prospectus is subject to completion or
amendment. A registration statement relating to these securities has been filed
with the Securities and Exchange Commission. These Securities may not be sold,
and offers to buy may not be accepted, prior to the time the registration
statement becomes effective in any state or jurisdiction.

<PAGE>

TABLE OF CONTENTS

<PAGE>

RISK/RETURN SUMARY

Investment Objectives and Goals
- -------------------------------
The Fund's investment objectives are to achieve growth of capital and current
income.

1
<PAGE>

Year 2000 Risks: As with other mutual funds, financial and business
organizations and individuals around the world, the Fund could be adversely
affected if the computer systems used by the Adviser and the Fund's other
service providers don't properly process and calculate date-related information
and data from and after January 1, 2000. This is commonly known as the "Year
2000" or "Y2K" problem. The Adviser is taking steps to address the Y2K problem
with respect to the computer systems that it uses and to obtain assurances that
comparable steps are being taken by the Fund's other major service providers. At
this time, however, there can be no assurance that these steps will be
sufficient to avoid any adverse impact on the Fund.

FEES AND EXPENSES

This table describes the fees and expenses you may pay if you buy and hold
shares of the Fund.

Shareholder Fees:
- -----------------
(fees paid directly from your investment)

Maximum Sales Charge (Load) 4.00%
Imposed On Purchases
(as a percentage of offering price)

Redemption Fee None1
(as a percentage of amount redeemed, if applicable)

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

Management Fees2 1.16%
Distribution (12b-1) Fees3 0.25%
Other Expenses4 0.09%
-----
Total Annual Fund Operating Expenses 1.50%

Example: This Example is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds.

One Year Three Years
-------- -----------
$ 547 $ 855

The maximum front-end sales charge of 4.00% of your purchase amount is included
in these calculations. A redemption fee of 0.50% of net assets redeemed prior to
six months is not included in these calculations. If that fee were included,
your costs would be higher. IN THESE CALCULATIONS. IF THAT FEE WERE INCLUDED,
YOUR COSTS WOULD BE HIGHER.

INVESTMENT OBJECTIVES AND POLICIES

2
<PAGE>

The Adviser has determined that in order to fully replicate the performance of
the Index, the Fund must have approximately $25 million in net assets. Until
such asset levels are reached, the Adviser will invest Fund assets in a
representative sample of Index securities and such other permissible securities
as the Adviser deems likely to most closely track Index performance. You should
be aware that there is no assurance that the Adviser will be successful in
replicating the performance of the Index during this period.

A complete listing of the Fund's permissible investments, and particular risks
and investment restrictions pertaining to such investments, is as follows;

Other Registered Investment Companies. The Fund may invest in securities issued
by other registered investment companies ("mutual funds") to maintain liquidity.
Such mutual funds may include money market 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 invest in other mutual funds
to the extent that such investments do not exceed 10% of the Fund's net assets
and/or 3% of any one investment company's outstanding securities.

3
<PAGE>

THE STOCKCAR STOCKS INDEX(TM)

The Index is calculated and published by the American Stock Exchange ("AMEX")
under the ticker symbol, "RCE". The AMEX began publishing the Index in
September, 1998.

As of March 31, 1999, the following companies were listed on the Index:

PERCENTAGE
COMPANY NAME TICKER SYMBOL OF INDEX
- --------------------------------------------------------------------------------
Action Performance Cos. ACTN 1.58
Adolph Coors Co. RKY 1.77
Anheuser Busch Cos. BUD 2.15
Ashland Inc. (Valvoline) ASH 1.57
BellSouth Corp. BLS 1.49
Block Drug Co. (Goody's) BLOCA 1.75
Caterpillar Inc. CAT 1.85
CBRL Group Inc. (Cracker Barrel) CBRL 1.43
CBS Corp. CBS 2.31
The Clorox Co. (STP) CLX 1.91
Coca Cola Co. KO 1.70
Comcast Corp. (Primestar) CMCSK 0.50
Cox Communications (Primestar) COX 0.51
Deere & Co. DE 2.16
Dover Downs Entertainment DVD 2.38
DuPont de Nemours & Co. DD 2.03
Eastman Kodak Co. EK 1.64
Exide Corp. EX 1.27
Federal Mogul Corp. FMO 1.33
Ford Motor Co. ` F 1.79
Frontier Corp. FRO 2.83
General Electric Co. (NBC) GE 2.01
General Mills, Inc. (Cheerios) GIS 1.80
General Motors Corp. GM 2.25
Genuine Parts Co. (NAPA) GPC 1.60
Goodyear Tire & Rubber Co. GT 1.83
Home Depot Inc. HD 1.89
International Speedway Corp. ISCA 2.41
Kellogg Co. K 1.84
Kmart Corp. KM 2.03
Lowe's Companies LOW 2.19
Mattel Inc. MAT 2.03
MBNA Corp. KRB 1.77
McDonald's Corp. MCD 2.19
MediaOne Group, Inc. (Primestar) UMG 0.63
Mobil Corp. MOB 1.87
Paychex Inc. PAYX 1.71
PECO Energy Co. PE 2.06
Pennzoil - Quaker State Co. PZL 1.55
Penske Motorsports Inc. SPWY 2.45
PepsiCo Inc. PEP 1.77
Philip Morris Co. (Miller Lite) MO 1.22
Philips Electronics PHG 2.26
Procter & Gamble (Tide) PG 1.99
Quaker Oats Co. (Gatorade) OAT 1.94
Racing Champions RACN 1.52
RJR Nabisco Holdings (Winston) RN 1.56

4
<PAGE>

PERCENTAGE
COMPANY NAME TICKER SYMBOL OF INDEX
- --------------------------------------------------------------------------------
Sara Lee Corp. (Bryan Foods) SLE 1.63
Sears Roebuck & Co. S 1.97
Speedway Motorsports Inc. TRK 2.68
TCI Satellite Entmnt. (Primestar) TSATA 0.21
Texaco Inc. TX 1.99
Time Warner Inc. (Cartoon Network) TWX 2.11
Tosco Corp. (Unocal 76) TOS 1.78
UST Inc. (Skoal) UST 1.39
Walt Disney Co. (ABC & ESPN) DIS 1.92

TOTAL 100%

For the period October 1, 1998 through March 31, 1999, the cumulative total
return for the Index was 20.98%. Additionally, the average dividend yield for
the Index during this same period was 1.44%.

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:

5
<PAGE>

(4) 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.
(5) 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 Cup(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.
(6) 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.

(4) It is a company that has an ownership interest in one or more of the race
tracks that host the 34 annual Winston Cup(R) races.
(5) It is a company that produces souvenirs or memorabilia for the Winston
Cup(R)Series under a licensing agreement with NASCAR(R).
(6) It is a company that broadcasts Winston Cup(R)Series races on television or
radio under an agreement with NASCAR(R).

INVESTMENT ADVISER

StockCar Stocks Investment Advisors, LLC (the "Adviser"), located at the corner
of Gasoline Alley and Raceway Drive in Mooresville, North Carolina, is a limited
liability company organized under the laws of the State of North Carolina. The
Adviser is registered with the Securities and Exchange Commission as a
registered investment Adviser. The Adviser was formed specifically to provide
investment services to the Fund. It does not presently provide investment
management services to any other entity or individual, although it may do so in
the future.

6
<PAGE>

7
<PAGE>

INVESTING IN THE FUND

Determination of Share Price
- ----------------------------
Shares of the Fund are offered at the public offering price for each share class
of the Fund. The public offering price for Advisor Class shares of the Fund is
based upon the Fund's net asset value per share. Net asset value per share is
calculated by adding the value of Fund investments, cash and other assets,
subtracting Fund liabilities, and then dividing the result by the number of
shares outstanding. The assets of the Fund are valued at market value or, if
market quotes cannot be readily obtained, fair value is used as determined by
the Board of Directors. Advisor Class Shares of the Fund are sold at net asset
value, plus any applicable sales charge.

Opening and Adding To Your Account
- ----------------------------------
Advisor Class Fund shares are sold exclusively through broker-dealers or other
financial service organizations that have entered into agreements with the Fund
to sell the Fund's shares. Other classes of Fund shares are also available.
Contact your broker/dealer or the Fund if you would like a Prospectus for other
share classes.

8
<PAGE>

MINIMUM
INVESTMENT TO OPEN ACCOUNT TO ADD TO AN ACCOUNT
- ---------- --------------- --------------------

Regular Account $1,000 $500
IRAs $ 500 $100

AUTOMATIC
INVESTMENT
PLANS
- ----------

Regular Accounts $1000 $100 per month minimum
IRAs $500 $ 50 per month minimum

ADVISOR CLASS SHARES.
Advisor Class shares are offered at their public offering price, which is net
asset value per share plus the applicable sales charge. The sales charge varies,
depending on how much you invest. There are no sales charges on reinvested
distributions. The following sales charges apply to your investment:

As a % of Dealer Concession as a
Amount Invested offering price percentage of offering price
- --------------- -------------- ----------------------------

$1000 to 99,999 4.00% 3.50%
$100,000 to 249,999 3.00% 2.50%
$250,000 to 499,999 2.00% 1.75%
$500,000 to 999,999 1.00% 0.75%
$1 million and up 0.00% 0.00%

Declaration Distributors, Inc., the Fund's Distributor, will pay the appropriate
dealer concession to those selected dealers who have entered into an agreement
with the Distributor to sell shares of the Funds. The dealer's concession may be
changed from time to time. The Distributor may from time to time offer incentive
compensation to dealers who sell shares of the Funds subject to sales charges,
allowing such dealers to retain an additional portion of the sales load. A
dealer who receives all of the sales load may be deemed to be an "underwriter"
under the Securities Act of 1933, as amended.

Exemptions from Sales Charges
- -----------------------------
The Fund will waive sales charges for purchases by fee-based Registered
Investment Advisers for their clients, broker/dealers with wrap fee accounts,
registered brokers for their own accounts, employees and employee related
accounts of the Adviser, and for an organization's retirement plan that places
either (i) 50 or more participants or (ii) $300,000 or more of combined
participant initial assets into the Fund. For purchasers that qualify for fee
waiver, shares will be purchased at net asset value.

Reduced Sales Charges
- ---------------------
You may qualify for a reduced sales charge by aggregating the net asset value of
all your Advisor Class shares previously purchased in the Fund with the dollar
amount of additional shares to be purchased. For example, if you already owned
shares in the Fund with an aggregate net asset value of $450,000, and you
decided to purchase an additional $60,000 of Advisor Class shares, your sales
charge on the additional purchase would be 1.00% instead of 4.00%, because you
had accumulated more than $500,000 in Advisor Class Shares.

9
<PAGE>

Letter of Intent
- ----------------
You can immediately qualify for a reduced or eliminated sales charge by signing
a non-binding letter of intent stating your intention to buy an amount of shares
in the Fund(s) during the next thirteen (13) months sufficient to qualify for
the reduction. Your letter will not apply to purchases made more than 90 days
prior to the letter. During the term of your letter of intent, the transfer
agent will hold in escrow shares representing the highest applicable sales load
for the Fund(s) in which you have purchased shares, each time you make a
purchase. Any shares you redeem during that period will count against your
commitment. If, by the end of your commitment term, you have purchased all the
shares you committed to purchase, the escrowed shares will be released to you.
If you have not purchased the full amount of your commitment, your escrowed
shares will be redeemed in an amount equal to the sales charge that would apply
if you had purchased the actual amount in your account(s) all at once. Any
escrowed shares not needed to satisfy that charge would be released to you.

Confirmation Statements After every transaction that affects your account
balance or your account registration.

Financial Reports Quarterly -- to reduce Fund expenses, only one copy of
the financial report will be mailed to each taxpayer
identification number even if you have more than one
account in the Fund.

All applications to purchase shares of the Fund are subject to acceptance or
rejection by authorized officers of the Company and are not binding until
accepted. The Company reserves the right to refuse to accept applications under
circumstances or in amounts considered disadvantageous to shareholders. When you
place an order for Fund shares through your securities broker, and you place
your order in proper form before 4:00 p.m. East Coast time on any business day
in accordance with their procedures, your purchase will be processed at the
public offering price calculated at 4:00 p.m. on that day, if the securities
broker then transmits your order to the Transfer Agent before the end of its
business day (which is usually 5:00 p.m. East Coast time). The securities broker
must send to the Transfer Agent immediately available funds in the amount of the
purchase price within three business days for the order.

10
<PAGE>

By Financial Service Organization
- ---------------------------------
You should note that securities brokers or other financial organizations may
charge a separate fee for administrative services in connection with investments
in Fund shares and may impose account minimums and other requirements. These
fees and requirements would be in addition to those imposed by the Fund. Please
refer to your securities broker's or other financial organization's program
materials for any additional special provisions or conditions that may be
different from those described in this Prospectus (for example, some or all of
the services and privileges described may not be available to you). Securities
brokers and other financial organizations have the responsibility of
transmitting purchase orders and funds, and of crediting their customers'
accounts following redemptions, in a timely manner in accordance with their
customer agreements and this Prospectus.

For economy and convenience, share certificates will not be issued.

HOW TO SELL (REDEEM) YOUR SHARES

You may sell (redeem) your shares at any time. You may request the sale of your
shares by contacting your broker, dealer or other financial professional.

DIVIDENDS AND DISTRIBUTIONS

11
<PAGE>

BROKERAGE ALLOCATION

TAX CONSIDERATIONS

You will be advised annually of the source of distributions for federal income
tax purposes.

12
<PAGE>

GENERAL INFORMATION

DISTRIBUTION FEES

FINANCIAL HIGHLIGHTS

Advisor Class Shares of the Fund were not offered prior to June 9, 1999.
Accordingly, financial data for this share class is not yet available. Such
information will be available as of the end of the Fund's fiscal year, September
30, 1999.

13
<PAGE>

FOR MORE INFORMATION

Additional information about the Fund is available in the Fund's annual report
to shareholders. In the Fund's annual report, you will find a discussion of the
market conditions and investment strategies that significantly affected the
Fund's performance during its first year of operations.

IN PERSON: at the SEC's Public
Reference Room in Washington, D.C.

BY PHONE: 1-800-SEC-0330

BY MAIL: Public Reference Section,
Securities and Exchange Commission,
Washington, D.C. 20549-6009
(duplicating fee required)

ON THE INTERNET: www.sec.gov

STOCKCAR STOCKS INDEX FUND
c/o Declaration Service Company
555 North Lane, Suite 6160
Conshohocken, PA 19428
1-800-494-2755

Investment Company Act No.
811-8791

<PAGE>

Part B

STATEMENT OF ADDITIONAL INFORMATION

Dated June 9, 1999

STOCKCAR STOCKS MUTUAL FUND, INC.
256 Raceway Drive
Mooresville, North Carolina 28115
1-800-494-2755

This Statement of Additional Information is not a prospectus and should be read
in conjunction with the Prospectus of StockCar Stocks Mutual Fund, Inc., dated
June 9, 1999. You may obtain a copy of the Prospectus, free of charge, by
writing to StockCar Stocks Mutual Fund, Inc, c/o The Declaration Group, 555
North Lane, Conshohocken, PA 19428 or by calling 1-800-494-2755.

TABLE OF CONTENTS

Management of the Fund
Investment Policies and Restrictions
Investment Adviser
Directors and Officers
Performance Information
Purchasing and Redeeming Shares
Tax Information
Portfolio Transactions
Custodian
Transfer Agent
Administration
Distributor
Independent Accountants
Financial Statements

<PAGE>

MANAGEMENT OF THE FUND

The Company was incorporated in Maryland on May 18, 1998. The Board of Directors
approves all significant agreements between the Company and the persons and
companies that furnish services to the Fund, including agreements with the
Fund's custodian, transfer agent, investment Adviser and administrator. The
day-to-day operations of the Fund are delegated to the Adviser. The Company's
Articles of Incorporation permit the Board of Directors to issue 100,000,000
shares of common stock. The Board of Directors has the power to designate one or
more classes ("series") of shares of common stock and to classify or reclassify
any unissued shares with respect to such series. Currently the Fund offers two
classes of shares; No-Load Direct Shares and Advisor Class Shares. Shareholders
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 directors. The shares are redeemable and are fully
transferable. All shares issued and sold by the Fund will be fully paid and
nonassessable.

INVESTMENT POLICIES AND RESTRICTIONS

The Fund's investment objectives and the manner in which the Fund pursues its
investment objectives are generally discussed in the prospectus. This Section
provides additional information concerning the Fund's investments and its
investment restrictions.

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 Fund normally will invest at least 95% of its total net assets in the common
stock of companies listed on the StockCar Stocks Index(TM), in approximately the
same percentage as each company represents in the Index. Because the Index is
itself highly diverse, presently consisting of 56 companies, the Adviser does
not anticipate any diversification problems resulting from the Fund's investment
policy.

For liquidity purposes, the Fund may invest up to 25% of its net assets in other
securities. 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.

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 and for temporary and defensive purposes only, 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 from 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.

1
<PAGE>

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 options 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 contracts 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
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.

The complete list of the Fund's investment restrictions is as follows:

The Fund will not:

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;

2
<PAGE>

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;

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

Restrictions 1 through 15 listed above are fundamental policies, and may be
changed only with the approval of a "majority of the outstanding voting
securities" of the Fund as defined in the Investment Company Act of 1940.

The Fund has also adopted the following restrictions that may be changed by the
Board of Directors without shareholder approval:

The Fund may not:

a. Invest more than 5% of its net assets (valued at the time of investment) in
preferred stock;
b. Invest more than 15% of its net assets (valued at time of investment) in
securities that are not readily marketable;
c. 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.
d. purchase more than 3% of the voting securities of any one investment
company nor invest more than 10% of the Funds assets (valued at time of
investment) in all investment company securities purchased by the Fund;
e. 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;
f. Invest more than 10% of the Fund's assets (valued at time of investment) in
initial margin deposits of options or futures contracts;
g. 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.

3
<PAGE>

INVESTMENT ADVISER

Information on the Fund's Investment Adviser, StockCar Stocks Advisors, LLC, is
set forth in the prospectus. This Section contains additional information
concerning the Adviser.

The Adviser is a North Carolina Limited Liability Company, and was registered as
a registered investment Adviser with the Securities and Exchange Commission in
July, 1998. John P. Allen II is the Chief Executive Officer with a 40% interest
in the company. Kim Torrence is President of the Adviser with a 20% interest.
Robert T. Carter is Portfolio Manager. Mr Carter is principally responsible for
the investment operations of the Fund.

The Advisory Agreement provides that the Adviser shall not be liable for any
loss suffered by the Fund or its shareholders as a consequence of any act or
omission in connection with services under the Agreement, except by reason of
the Adviser's willful misfeasance, bad faith, gross negligence, or reckless
disregard of its obligations and duties under the Advisory Agreement.

The Advisory Agreement expires on August 15, 2000, but may be continued from
year to year so long as its continuance is approved annually (a) by the vote of
a majority of the Directors of the Fund who are not "interested persons" of the
Fund or the Adviser cast in person at a meeting called for the purpose of voting
on such approval, and (b) by the Board of Directors as a whole or by the vote of
a majority (as defined in the 1940 Act) of the outstanding shares of the Fund.
The Agreement will terminate automatically in the event of its assignment (as
defined in the 1940 Act).

DIRECTORS AND OFFICERS

The board of directors has overall responsibility for conduct of the Company's
affairs. The day-to-day operations of the Fund are managed by the Adviser,
subject to the bylaws of the Company and review by the Board of Directors. The
directors of the Company, including those directors who are also officers, are
listed below. The business address of each director is:

256 Raceway Drive, Suite 11
Mooresville, North Carolina 28115

Name, Age, Position Principal Occupation For the
with Fund Last Five Years
- --------------------------------------------------------------------------------

John P. Allen, II (Age 27)* Previously was Vice President of marketing for
Director, President of Fund, NationsBanc Advisers, Inc. from 1994 to 1998.
Chief Executive Officer of StockCar Stocks
Advisors, LLC, the investment Adviser to
StockCar Stocks Mutual Fund, since May, 1998.
BS from Davidson College.

4
<PAGE>

Kim Torrence (Age 28)* Previously was a broker in the direct sales
Director, Secretary of Fund, unit of NationsBanc Investments, Inc. from
1996 to 1998. President of StockCar Stocks
Advisors, LLC, the investment Adviser to
StockCar Stocks Mutual Fund, since May, 1998.
BA from Stetson University, 1993.

Pamela Clement (Age 43)* Partner in Piedmont Venture Partners since
Director 1996. Previously was President, Chief
Operating Officer and Director of Sovereign
Advisors, co-founder, Chairman and Director
of New York based Prime Asset Management
Corp., and was a senior officer at Smith
Barney and Lehman Brothers. She currently
serves on the Board of Directors of American
Aircarriers Support, Inc. (NASDAQ: AIRS) and
on the boards of a number of private
portfolio companies in Piedmont's venture
fund including MotorTrax Interactive.
MotorTrax Interactive has licensing
agreements with NASCAR and dozens of top
drivers, including Dale Earnhardt and Jeff
Gordon, to broadcast the live conversations
between drivers and crew via telephone and
the Internet. Pam has over 23 years
experience as a venture capitalist, Wall
Street investment professional and
institutional money manager

David M. Furr (Age 44)* An attorney since 1983 practicing with Gray,
Director Layton, Kersh, Solomon, Sigmon, Furr & Smith,
P.A. in Gastonia, North Carolina, David
brings extensive NASCAR experience and
connections, having represented the sale of
Sports Image, Inc., owned by Dale and Teresa
Earnhardt, to Action Performance Companies,
Inc. (NASDAQ: ACTN). He also served as
general counsel to the NASCAR licensees
MotorTrax Interactive and Wave Media. David
brings extensive Wall Street contacts, having
assisted in the public offerings of Action
Performance and Wheels Sports Group (NASDAQ:
WHELE), and most recently took American
Aircarriers Support, Inc. (NASDAQ: AIRS)
public.

5
<PAGE>

Scott R. Poole (Age 27) Associate with NationsBank Capital Investors
Director in Charlotte, NC. since 1995. Mr. Poole works
in the principal investment group which
provides risk capital for growth financings,
buyouts, acquisitions and recapitalizations.
Previously Mr. Poole was a Financial Analyst
with First Union Capital Partners
specializing in private equity and
subordinated debt financing (1994-95).
Graduated university of Virginia in 1994.

Andrew Miller (Age 28) President of Research Solutions, a quantitative
Director research and consulting firm specializing in
the financial services industry since 1997.
Most recently he served as an Investment and
Communication Consultant at Putnam
Investments in Boston (1196-97). Prior to
working at Putnam Investments, Mr. Miller was
employed as an Assistant Vice President of
Retirement Services Marketing at NationsBanc
Advisors, Inc.(1992-96)

Heather Wharton-Flynn (Age 31) Previously worked at the New York offices of
Director Chase Manhattan Bank and United Bank of
Switzerland in the Institutional Index Sales
Departments. Ms. Wharton-Flynn also served as
Vice President of marketing for NationsBanc
Advisors, Inc. (1992-97). Currently is
President of Pentimento, LLC in Charlotte,
NC. since 1997.

* Indicates an "interested person" as defined in the Investment Company Act of
1940.

The table below sets forth the compensation anticipated to be paid by the
Corporation to each of the directors of the Corporation during the fiscal year
ending September 30, 1999.

6
<PAGE>

Name of Director Compensation Pension Annual Total Compensation
from Corp Benefits Benefits Paid to Director
- --------------------------------------------------------------------------------
John P. Allen II $0.00 $0.00 $0.00 $0.00

Kim Torrence $0.00 $0.00 $0.00 $0.00

Pamela Clement $0.00 $0.00 $0.00 $0.00

David M. Furr $0.00 $0.00 $0.00 $0.00

Scott R Poole $0.00 $0.00 $0.00 $0.00

Andrew Miller $0.00 $0.00 $0.00 $0.00

Heather Wharton $0.00 $0.00 $0.00 $0.00
- -Flynn

As of March 31, 1999, the following persons owned more than 5% of the Fund's
outstanding shares. Because the Fund did not offer Advisor Class Shares prior to
March 31, 1999, only No-Load Direct shareholders are included in this table.

Name & Address Number of Fund Shares Percentage of Fund
Of Shareholder Owned Total Net Assets
- --------------------------------------------------------------------------------
NONE

The Company will call a meeting of shareholders for the purpose of voting upon
the question of removal of a director or directors when requested in writing to
do so by record holders of at least 10% of the Fund's outstanding common shares.
The Corporation's bylaws 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 or
directors from office and may elect a successor or successors to fill any
resulting vacancies for the unexpired terms of the removed directors.

PERFORMANCE INFORMATION

From time to time the Fund may quote total return figures. "Total Return" for a
period is the percentage change in value during the period of an investment in
Fund shares, including the value of shares acquired through reinvestment of all
dividends and capital gains distributions. "Average Annual Total Return" is the
average annual compounded rate of change in value represented by the Total
Return Percentage for the period.

7
<PAGE>

[n]
Average Annual Total Return is computed as follows: P(1+T) = ERV

Where: P = a hypothetical initial investment of $1000]
T = average annual total return
n = number of years
ERV = ending redeemable value of shares at the end of the period

Yield. The Fund may advertise performance in terms of a 30-day yield quotation.
The 30-day yield quotation is computed by dividing the net investment income per
share earned during the period by the maximum offering price per share on the
last day of the period, according to the following formula:

Yield = 2[(a-b/cd + 1)6 - 1]

Where: a = dividends and interest earned during the period
b = expenses accrued for the period (net of reimbursement)
c = the average daily number of shares outstanding during the period
that they were entitled to receive dividends
d = the maximum offering price per share on the last day of the
period]

The Fund's performance is a function of conditions in the securities markets,
portfolio management, and operating expenses. Although information such as that
shown above is useful in reviewing the Fund's performance and in providing some
basis for comparison with other investment alternatives, it should not be used
for comparison with other investments using different reinvestment assumptions
or time periods.

In sales literature, the Fund's performance may be compared with that of market
indices and other mutual funds. In addition to the above computations, the Fund
might use comparative performance as computed in a ranking determined by Lipper
Analytical Services, Morningstar, Inc., or that of another service.

PURCHASING AND REDEEMING SHARES

Redemptions will be made at net asset value. The Fund's net asset value is
determined on days on which the New York Stock Exchange is open for trading. For
purposes of computing the net asset value of a share of the Fund, securities
traded on security exchanges, or in the over-the-counter market in which
transaction prices are reported, are valued at the last sales price at the time
of valuation or, lacking any reported sales on that day, at the most recent bid
quotations. Securities for which quotations are not available and any other
assets are valued at a fair market value as determined in good faith by the
Adviser, subject to the review and supervision of the board of directors. The
price per share for a purchase order or redemption request is the net asset
value next determined after receipt of the order.

The Fund is open for business on each day that the New York Stock Exchange
("NYSE") is open. The Fund's share price or net asset value per share ("NAV") is
normally determined as of 4:00 p.m., New York time. The Fund's share price is
calculated by subtracting its liabilities from the closing fair market value of
its total assets and dividing the result by the total number of shares
outstanding on that day. Fund liabilities include accrued expenses and dividends
payable, and its total assets include the market value of the portfolio
securities as well as income accrued but not yet received. Since the Fund
generally does not charge sales or redemption fees, the NAV is the offering
price for shares of the Fund. For shares redeemed prior to being held for at
least six months, the redemption value is the NAV less a service fee equal to
0.50% of the NAV.

8
<PAGE>

TAX INFORMATION

The Fund intends to qualify as a regulated investment company under SubChapter M
of the Internal Revenue Code so as to be relieved of federal income tax on its
capital gains and net investment income currently distributed to its
shareholders. To qualify as a regulated investment company, the Fund must, among
other things, derive at least 90% of its gross income from dividends, interest,
payments with respect to securities loans, gains from the sale or other
disposition of stock, securities, or other income derived with respect to its
business of investing in such stock or securities.

If the Fund qualifies as a regulated investment company and distributes at least
90% of its net investment income, the Fund will not be subject to Federal income
tax on the income so distributed. However, the Fund would be subject to
corporate income tax on any undistributed income other than tax-exempt income
from municipal securities.

The Fund intends to distribute to shareholders, at least annually, substantially
all net investment income and any net capital gains realized from sales of the
Fund's portfolio securities. Dividends from net investment income and
distributions from any net realized capital gains are reinvested in additional
shares of the Fund unless the shareholder has requested in writing to have them
paid by check.

Dividends from investment income and net short-term capital gains are generally
taxable to the shareholder as ordinary income. Distributions of long-term
capital gains are taxable as long-term capital gains regardless of the length of
time shares in the Fund have been held. Distributions are taxable, whether
received in cash or reinvested in shares of the Fund.

Each shareholder is advised annually of the source of distributions for federal
income tax purposes. A shareholder who is not subject to federal income tax will
not be required to pay tax on distributions received.

If shares are purchased shortly before a record date for a distribution, the
shareholder will, in effect, receive a return of a portion of his investment,
but the distribution will be taxable to him even if the net asset value of the
shares is reduced below the shareholder's cost. However, for federal income tax
purposes the original cost would continue as the tax basis.

If a shareholder fails to furnish his social security or other tax
identification number or to certify properly that it is correct, the Fund may be
required to withhold federal income tax at the rate of 31% (backup withholding)
from dividend, capital gain and redemption payments to him. Dividend and capital
gain payments may also be subject to backup withholding if the shareholder fails
to certify properly that he is not subject to backup withholding due to the
under-reporting of certain income.

Taxation of the Shareholder. Taxable distributions generally are included in a
shareholder's gross income for the taxable year in which they are received.
However, dividends declared in October, November and December and made payable
to shareholders of record in such month will be deemed to have been received on
December 31st if paid by the Fund during the following January.

Distributions by the Fund will result in a reduction in the fair market value of
the Fund's shares. Should a distribution reduce the fair market value below a
shareholder's cost basis, such distribution would be taxable to the shareholder
as ordinary income or as a long-term capital gain, even though, from an
investment standpoint, it may constitute a partial return of capital. In
particular, investors should be careful to consider the tax implications of
buying shares of the Fund just prior to a distribution. The price of such shares
include the amount of any forthcoming distribution so that those investors may
receive a return of investment upon distribution which will, nevertheless, be
taxable to them.

A redemption of shares is a taxable event and, accordingly, a capital gain or
loss may be recognized. Each investor should consult a tax Adviser regarding the
effect of federal, state, local, and foreign taxes on an investment in the Fund.

9
<PAGE>

Dividends. A portion of the Fund's income may qualify for the dividends-received
deduction available to corporate shareholders to the extent that the Fund's
income is derived from qualifying dividends. Because the Fund may earn other
types of income, such as interest, income from securities loans, non-qualifying
dividends, and short-term capital gains, the percentage of dividends from the
Fund that qualifies for the deduction generally will be less than 100%. The Fund
will notify corporate shareholders annually of the percentage of Fund dividends
that qualifies for the dividend received deductions.

A portion of the Fund's dividends derived from certain U.S. Government
obligations may be exempt from state and local taxation. Short-term capital
gains are distributed as dividend income. The Fund will send each shareholder a
notice in January describing the tax status of dividends and capital gain
distributions for the prior year.

Capital Gain Distribution. Long-term capital gains earned by the Fund from the
sale of securities and distributed to shareholders are federally taxable as
long-term capital gains, regardless of the length of time shareholders have held
their shares. If a shareholder receives a long-term capital gain distribution on
shares of the Fund, and such shares are held six months or less and are sold at
a loss, the portion of the loss equal to the amount of the long-term capital
gain distribution will be considered a long-term loss for tax purposes.
Short-term capital gains distributed by the Fund are taxable to shareholders as
dividends, not as capital gains.

10
<PAGE>

PORTFOLIO TRANSACTIONS

The Fund will generally purchase and sell securities without regard to the
length of time the security has been held. Accordingly, it can be expected that
the rate of portfolio turnover may be substantial. 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.

High portfolio turnover in any year will result in the payment by the Fund of
above-average transaction costs and could result in the payment by shareholders
of above-average amounts of taxes on realized investment gains. Distributions to
shareholders of such investment gains, to the extent they consist of short-term
capital gains, will be considered ordinary income for federal income tax
purposes.

Decisions to buy and sell securities for the Fund are made by the Adviser
subject to review by the Corporation's Board of Directors. In placing purchase
and sale orders for portfolio securities for the Fund, it is the policy of the
Adviser to seek the best execution of orders at the most favorable price. In
selecting brokers to effect portfolio transactions, the determination of what is
expected to result in the best execution at the most favorable price involves a
number of largely judgmental considerations. Among these are the Adviser's
evaluation of the broker's efficiency in executing and clearing transactions.
Over-the-counter securities are generally purchased and sold directly with
principal market makers who retain the difference in their cost in the security
and its selling price. In some instances, the Adviser feels that better prices
are available from non-principal market makers who are paid commissions
directly.

CUSTODIAN

First Union National Bank, 1345 Chestnut Street, Philadelphia PA 19101, acts as
custodian for the Fund. As such, First Union 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 AGENT

Declaration Services Company ("DSC") 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, DSC 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.

ADMINISTRATION

Declaration Services Company also acts as Administrator to the Fund pursuant to
a written agreement with the Company and Adviser, dated August 15, 1998. The
Administrator supervises all aspects of the operations of the Fund except those
performed by the Fund's investment Adviser under the Fund's investment advisory
agreement. The Administrator is responsible for:

(a) calculating the Fund's net asset value
(b) preparing and maintaining the books and accounts specified in Rule 31a-1
and 31a-2 of the Investment Company Act of 1940

11
<PAGE>

(c) preparing financial statements contained in reports to stockholders of the
Fund
(d) preparing the Fund's federal and state tax returns
(e) preparing reports and filings with the Securities and Exchange Commission
(f) preparing filings with state Blue Sky authorities
(g) maintaining the Fund's financial accounts and records

For the services to be rendered as Administrator, The Adviser shall pay
Declaration Services 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.

DISTRIBUTOR

Declaration Distributors, Inc., 555 North Lane, Suite 6160, Conshohocken, PA
19428, acts as the principal underwriter of the Fund's shares pursuant to a
written agreement with the Fund dated August 15, 1998.

INDEPENDENT ACCOUNTANTS

Tait, Weller & Baker, 8 Penn Center, Philadelphia, PA have agreed to act as the
Fund's independent auditors for the first fiscal year.

DISTRIBUTION PLANS

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 (collectively, the "Plans")
whereby the Fund may pay up to a maximum of 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 Adviser is entitled to a fee each month (up to the
maximum of 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 prospectuses and reports used for
sales purposes, preparation and printing of sales literature and related
expenses, advertisements, and other 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. Any expense of distribution in
excess of 0.25% per annum will be borne by the Adviser without any additional
payments by the Fund. You should be aware that it is possible that Plan accruals
will exceed the actual expenditures by the Adviser for eligible services.
Accordingly, such fees are not strictly tied to the provision of such services.

The Plans also provide that to the extent that the Fund, the Adviser, or other
parties on behalf of the Fund, or the Adviser make payments that are deemed to
be payments for the financing of any activity primarily intended to result in
the sale of shares issued by the Fund within the context of Rule 12b-1, such
payments shall be deemed to be made pursuant to the Plans. In no event shall the
payments made under the Plans, plus any other payments deemed to be made
pursuant to the Plans, exceed the amount permitted to be paid pursuant to the
Conduct Rules of the National Association of Securities Dealers, Inc., Article
III, Section 26(d)(4).

The Board of Directors has determined that a consistent cash flow resulting from
the sale of new shares is necessary and appropriate to meet redemptions and to
take advantage of buying opportunities without having to make unwarranted
liquidations of portfolio securities. The Board therefore believes that it will
likely benefit the Fund to have monies available for the direct distribution
activities of the Adviser in promoting the sale of the Fund's shares, and to
avoid any uncertainties as to whether other payments constitute distribution
expenses on behalf of the Fund. The Board of Directors, including the non-
interested Directors, has concluded that in the exercise of their reasonable
business judgment and in light of their fiduciary duties, there is a reasonable
likelihood that the Plans will benefit the Fund and its shareholders.

12
<PAGE>

The Plans have been approved by the Funds' Board of Directors, including all of
the Directors who are non-interested persons as defined in the 1940 Act. 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. The Plans and any related agreements may be terminated
at any time, without any penalty: 1) by vote of a majority of the non-interested
Directors on not more than 60 days' written notice, 2) by the Adviser on not
more than 60 days' written notice, 3) by vote of a majority of the Fund's
outstanding shares, on 60 days' written notice, and 4) automatically by any act
that terminates the Advisory Agreement with the Adviser. The Adviser or any
dealer or other firm may also terminate their respective agreements at any time
upon written notice.

The Plans and any related agreement may not be amended to increase materially
the amounts to be spent for 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.

FINANCIAL STATEMENTS

The financial statements of the Fund are incorporated herein by reference to the
semi-annual report of the Fund, dated March 31, 1999.

13
<PAGE>

PART C
OTHER INFORMATION

Item 23 Exhibits
(a) Articles of Incorporation. Incorporated by reference from pre-
effective amendment # 2, filed on September 2, 1998
(b) Bylaws of Registrant Incorporated by reference from pre-effective
amendment # 2, filed on September 2, 1998
(c) Instruments Defining Rights of Shareholders [Not Applicable]
(d) Investment Advisory Agreement-Incorporated by reference from
pre-effective amendment # 2, filed on September 2, 1998
(e) Underwriting Contracts Incorporated by reference from pre-effective
amendment # 2, filed on September 2, 1998
(f) Bonus or Profit-Sharing Contracts None [Not Applicable]
(g) Custodian Agreement Incorporated by reference from pre-effective
amendment # 2, filed on September 2, 1998
(h) Other Material Contracts
(1) Operating Services Agreement Incorporated by reference from
pre-effective amendment # 2, filed on September 2, 1998
(2) Investment Services Agreement Incorporated by reference from
pre-effective amendment # 2, filed on September 2, 1998
(i) Opinion of Counsel
(1) No-load Direct Shares Incorporated by reference from pre-effective
amendment # 4, filed on September 16, 1998
(2) Advisor Class Shares Included as Exhibit 23(I)
(j) Other Opinions Incorporated by reference from pre-effective amendment
# 2, filed on September 2, 1998
(k) Omitted Financial Statements None [Not Applicable]
(l) Initial Capital Agreements Incorporated by reference from
pre-effective amendment # 4, filed on September 16, 1998
(m) Rule 12b-1 Plan Included as Exhibit 23(m)
(n) Financial Data Schedule Included as Exhibit 23(n
(o) Rule 18f-3 Plan None [Not Applicable]

* to be filed by amendment

Item 24 Persons Controlled by or under Common Control with Registrant.
No person is directly or indirectly controlled by, or under common control with
the Registrant.

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.
The Adviser has no other business or other connections.

Item 27 Principal Underwriters.
Declaration Distributors, Inc., 555 North Lane, Suite 6160, Conshohocken, PA
will be the Fund's principal underwriter.

Item 28 Location of Accounts and Records.
Declaration Services Company.
555 North Lane, Suite 6160
Conshohocken, PA

Item 29 Management Services.
Declaration Services Company.
555 North Lane, Suite 6160
Conshohocken, PA

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 certifies that it meets all of the
requirements for effectiveness of this registration Statement pursuant to Rule
485(a) under the Securities Act of 1933 and has duly caused this Registration to
be signed on its behalf by the undersigned, thereto duly authorized, in the City
of Charlotte and State of North Carolina on the 9th day of June, 1999.

StockCar Stocks Mutual Fund, Inc.
(Registrant)

By: /s/ John P. Allen, President

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

Name Title Date
- ---- ----- ----

/s/ Kim Torrence Director, Secretary June 9, 1999

/s/ Pamela Clement Director June 9, 1999

/s/ David M. Furr Director June 9, 1999

/s/ Scott R. Poole Director June 9, 1999

/s/ Andrew Miller Director June 9, 1999

/s/ Heather Wharton- Director June 9, 1999
Flynn

<PAGE>

EXHIBIT INDEX

Exhibit No. Exhibit

EX-23(i) Opinion of Counsel
EX-23(m) Plan of Distribution
EX-23(n) Financial Data Schedule
- --------------------------------------------------------------------------------

EX-23(i)
Opinion of Counsel

THE LAW OFFICES OF DAVID D. JONES, P.C.
518 Kimberton, # 134
Phoenixville, PA 19460
(610) 718-5381 (phone)
(610) 718-5391 (facsimile)
[email protected] (e-mail)

StockCar Stocks Mutual Fund, Inc. June 8, 1999
256 Raceway Drive, Suite 11
Mooresville, NC 28115

Dear Sirs:

As counsel to StockCar Stocks Mutual Fund, Inc. (the "Company"), a corporation
organized under the laws of the State of Maryland, I have been asked to render
my opinion with respect to the issuance of an indefinite number of shares of
beneficial interest of the Company (the "Shares") representing proportionate
interests in the StockCar Stocks Index Fund (the "Fund"). The Shares of the Fund
are a series of the Company consisting of two classes of shares, the No-Load
Direct Class, and the Advisor Class, all as more fully described in the
Prospectus and Statement of Additional Information contained in the Registration
Statement on Form N-1A, to which this opinion is an exhibit, and to which I have
given my consent that this opinion be included, as filed with the Securities and
Exchange Commission.

I have examined the Company's Articles of Incorporation, dated May 18, 1998, the
Prospectus and Statement of Additional Information contained in the Registration
Statement, and such other documents, records and certificates as deemed
necessary for the purposes of this opinion.

Based on the foregoing, I am of the opinion that the Shares, when issued,
delivered and paid for in accordance with the terms of the Prospectus and
Statement of Additional Information, will be legally issued, fully paid, and
non-assessable by the Company.

Very Truly Yours,

David D. Jones
Attorney & Counselor at Law
- --------------------------------------------------------------------------------

EX-23(m)
Plan of Distribution

PLAN OF DISTRIBUTION PURSUANT TO RULE 12B-1
FOR NO-LOAD DIRECT AND ADVISOR CLASS B SHARES
OF THE STOCKCAR STOCKS MUTUAL FUND, INC.

Adopted April 29, 1999

RECITALS

1. STOCKCAR STOCKS MUTUAL FUND, INC. a corporation operating under the
laws of the State of Maryland (the "Company") is engaged in business as an
open-end management investment company and is registered as such under the
Investment Company Act of 1940, as amended (the "Act").

2. The Company operates as a "series company" within the meaning of
Rule 18f-2 under the Act and is authorized to issue shares of beneficial
interest in various series (collectively the "Funds").

3. The Trust presently offers one Fund. This Plan applies to No-Load
Direct and Advisor Class shares offered by the following Funds of the Company;

The StockCar Stocks Index Fund

4. Funds of the Company may utilize Fund assets to pay for sales or
promotional services or activities that have been or will be provided in
connection with distribution of no-Load Direct and Advisor Class shares of the
Funds if such payments are made pursuant to a Plan adopted and continued in
accordance with Rule 12b-1 under the Act.

5. The Fund , by virtue of such arrangement may be deemed to act as
distributors of their shares as provided in Rule 12b-1 under the Act and desire
to adopt a Plan pursuant to such Rule (the "Plan").

6. The Directors as a whole, and the Directors who are not interested
persons of the Company (as defined in the Act) and who have no direct or
indirect financial interest in the operation of this Plan and any agreements
relating to it (the "Qualified Directors"), have determined, in the exercise of
reasonable business judgement and in light of their fiduciary duties under state
law and under Section 36(a) and (b) of the Act, that there is a reasonable
likelihood that this Plan will benefit the Fund and its shareholders, and have
approved the Plan by votes cast in person at a meeting called for the purpose of
voting on this Plan and agreements related thereto.

6. The shareholder(s) of the Fund have approved the Plan.

PLAN PROVISIONS

SECTION 1. EXPENDITURES

(a) Purposes. Fund assets may be utilized to pay for promotional
services related to the distribution of Fund shares, including personal services
provided to prospective and existing Fund shareholders, which include the costs
of: printing and distribution of prospectuses and promotional materials; making
slides and charts for presentations; assisting shareholders and prospective
investors in understanding and dealing with the Funds; and travel and
out-of-pocket expenses (e.g. copy and long distance telephone charges) related
thereto.

(b) Amounts. The Fund will pay to StockCar Stocks Advisors, LLC. (the
"Adviser") a monthly distribution fee at an annual rate of 0.25% of the Fund's
net assets for each share class, such fees to be computed daily based on the
daily average net assets of each share class of the Fund. The Adviser shall
utilize such fees to pay for sales and promotional services related to the
distribution of Fund shares, including personal services provided to prospective
and existing Fund shareholders.

SECTION 2. TERM AND TERMINATION

(a) Initial Term. This Plan shall become effective on May 1, 1999 and
shall continue in effect for a period of one year thereafter unless terminated
or otherwise continued or discontinued as provided in this Plan.

(b) Continuation of the Plan. The Plan and any related agreements shall
continue in effect for periods of one year thereafter for so long as such
continuance is specifically approved at least annually by votes of a majority of
both (a) the directors of the Company and (b) the Qualified Directors, cast in
person at a meeting called for the purpose of voting on this Plan and such
related agreements.

(c) Termination of the Plan. This Plan may be terminated with respect
to the Fund, or any affected share class of the Fund, at any time by vote of a
majority of the Qualified Directors, or by vote of a majority of the outstanding
voting securities of the Fund.

SECTION 3. AMENDMENTS

This Plan may not be amended to increase materially the amount of
distribution expenditures provided for in Section 1 hereof unless such amendment
is approved by a vote of the majority of the outstanding voting securities of
the Fund, and no material amendment to the Plan shall be made unless approved in
the manner provided for annual renewal in Section 2(b) hereof.

SECTION 4. INDEPENDENT DIRECTORS

While this Plan is in effect with respect to the Fund, the selection
and nomination of Directors who are not interested persons of the Company (as
defined in the Act) shall be committed to the discretion of the Directors who
are not interested persons.

SECTION 5. QUARTERLY REPORTS

The Treasurer of the Company shall provide to the directors and the
Directors shall review, at least quarterly, a written report of the amounts
accrued and the amounts expended under this Plan for distribution, along with
the purposes for which such expenditures were made.

SECTION 6. RECORDKEEPING

The Company shall preserve copies of this Plan and any related
agreements and all reports made pursuant to Section 5 hereof, for a period of
not less than six years from the date of this Plan, the agreements or such
report, as the case may be, the first two years in an easily accessible place.

SECTION 7. AGREEMENTS RELATED TO THIS PLAN

Agreements with persons providing distribution services to be paid for
or reimbursed under this Plan shall provide that:

(a) the agreement will continue in effect for a period of one year and
will continue thereafter only if specifically approved by vote of a
majority of the Directors of the Company;

(b) the agreement may be terminated at any time, without payment of any
penalty, by vote of a majority of (i) the Qualified Directors or (ii)
the outstanding voting securities of the Fund, on not more than sixty
(60) days' written notice to any other party to the agreement;

(d) in the event the agreement is terminated or otherwise discontinued,
no further payments will be made by the Fund after the effective date
of such action.
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EX-23(n)
Financial Data Schedule