E HARMON FUNDS, N-1A/A, 2000-03-23

E HARMON FUNDS
N-1A/A, 2000-03-23

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<PAGE> 1

As filed with the Securities and Exchange Commission on March 23, 2000.

Securities Act Registration No. 333-94897
Investment Company Act Registration No. 811-09787

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 / /
Pre-Effective Amendment No. 1 /X/
Post-Effective Amendment No / /

AND/OR
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 1 /X/

e-harmon Funds
--------------
(Exact Name of Registrant as Specified in Charter)

400 Montgomery Street, 3rd Floor, San Francisco, California 94104
-----------------------------------------------------------------
(Address of Principal Executive Offices)(Zip Code)

Registrant's Telephone Number, Including Area Code:
(415-391-5335)

James Hartmann
e-harmon Funds
--------------
400 Montgomery Street, 3rd Floor
San Francisco, California 94104

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

(Name and Address of Agent for Service)

With a copy to:
Maureen A. Miller
Gardner, Carton & Douglas
321 N. Clark Street
Chicago, Illinois 60610

Approximate Date of Proposed Public Offering: As soon as practicable
after the effective date.

REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

Title of Securities Being Registered.........Shares of Beneficial
Interest, $.01 par value per share

<PAGE> 2

PROSPECTUS April , 2000
--

e-harmon Internet Fund seeks long-term capital appreciation. It invests
primarily in equity securities of Internet companies. e-harmon Internet Fund is
one of the portfolios or funds of e-harmon Funds.

The Securities and Exchange Commission has not approved or disapproved
these securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.

<PAGE> 3

TABLE OF CONTENTS

<TABLE>

<S> <C>
FUND OVERVIEW....................................................................................................1

FEES AND EXPENSES................................................................................................4

MANAGEMENT.......................................................................................................5

INVESTMENT POLICIES AND STRATEGIES...............................................................................6

BUYING AND SELLING SHARES.......................................................................................11

SHAREHOLDER COMMUNICATIONS......................................................................................25

DISTRIBUTIONS AND TAXES.........................................................................................26
</TABLE>

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<PAGE> 4

FUND OVERVIEW

WHAT ARE THE OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES OF THE e-HARMON
INTERNET FUND?

e-HARMON INTERNET FUND seeks long-term capital appreciation. The Fund invests at
least 65% of its total assets in equity securities of Internet companies. In
addition, the Fund can invest in derivatives of equity securities. e-harmon
Capital Management LLC, the Fund's investment adviser, decides where to invest
the Fund's assets based on its research of attractive opportunities in the
Internet sector. Some of the key Internet industry segments in which the Fund is
likely to invest include:

o e-COMMERCE - companies directly or indirectly involved in the
buying and selling of products and services over the Internet

o BUSINESS-TO-BUSINESS (B2B) - companies that engage in or enable
corporate commercial transactions via the Internet

o BROADBAND - companies that design and develop products and
services that enable highspeed Internet infrastructure

o ACCESS - Internet service providers (ISPs) and companies that
enable access to the Internet

o SERVICES - Firms that provide corporations with professional and
information services related to the Internet

o SOFTWARE - developers of applications that enable a variety of
Internet business activities, including, for example, electronic
commerce, communications, content provision, and web development

o HARDWARE - computer, digital and electronic products designed and
developed to enable Internet business activities, products, and
services

The Fund may invest in Internet companies in industry segments not included in
the list above.

Stock selection is based on research that assesses a company's fundamental
prospects. The Fund can buy everything from small companies developing new
technologies to mature firms with established track records of developing and
marketing technological advances. The Fund also may invest in companies that
could benefit from technological advances even if they are not directly involved
in research and development. The Fund may sell securities for a variety of
reasons, such as to lock-in gains, limit losses, or redeploy assets into more
promising opportunities.

WHAT IS AN INTERNET COMPANY?

The Adviser considers an Internet company to be one that receives more than 50%
of its revenue from Internet related business activities. These activities
include, the research, development, production, sale or distribution of
technology and products related to the Internet, and the development, delivery,
sale or distribution of services or processes related to the Internet.

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WHAT ARE THE MAIN RISKS OF INVESTING IN THE FUND?

Market Risk. As with all equity funds, the Fund's share price may decline
because of weakness in the broad market, the Internet sector, other technology
sectors, a particular industry, or specific holdings. The equity market as a
whole may decline for many reasons, including adverse political or economic
developments here or abroad, changes in investor psychology, or heavy
institutional selling. The prospects for an industry or company may deteriorate
because of a variety of factors, including earnings surprises or changes in the
competitive environment. The Adviser's analyses of companies held in the Funds
may prove wrong, resulting in losses or poor performance even in a rising
market.

Technology and Research Companies. The Fund's investment strategies pose
investment risks specific to the Internet sector. Companies in the rapidly
changing Internet industry may face unusually high price volatility, both gains
and losses. The potential for wide variation in performance is based on the
special risks common to these stocks. For example, products or services that at
first appear promising may not prove commercially successful or may become
obsolete quickly. Also, increasing competition, rapidly changing markets,
frequent mergers or acquisitions of Internet companies and changes in strategic
alliances among various Internet businesses may have a significant effect on the
financial condition of companies in the Internet industry. Changes in government
policies, such as telephone and cable regulations and antitrust enforcement and
the need for regulatory approvals, can also have a material effect on the
companies in the industry. A portfolio focused primarily on these stocks is
therefore likely to be much more volatile than one with broader diversification
that includes investments in more economic sectors.

Small Companies. To the extent that the Fund has significant investments in
smaller companies or those with less than three years of operating history,
which may not have established products or more experienced management, the
level of risk will be increased. This Fund may invest in smaller capitalization
firms and have higher share price volatility than funds that invest only in
larger capitalization, more established companies.

IPOs. e-harmon Internet Fund may participate in the initial public offering
(IPO) market. IPOs may significantly increase the Fund's total returns during
any period that the Fund has a small asset base. On the other hand, investments
in IPOs that are not successful can have a significant negative effect on the
Fund's total return. As the Fund's assets grow, any impact of IPO investments on
the Fund's total return may decline.

Derivatives. The Fund may use various derivative strategies. These strategies
may improve the Fund's returns or protect its assets. However, instruments
necessary to implement these strategies may not always be available, and these
strategies may not work. Derivatives, which include futures, options and options
on futures, also involve costs and can be volatile.

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<PAGE> 6

will not invest more than 25% of total assets in any one issuer. See "Investment
Policies and Strategies - Non-Diversification." Accordingly, the Fund may be
more susceptible to the effects of adverse economic, political or regulatory
developments affecting a single issuer or industry sector than funds that are
diversified.

Mutual fund shares are not deposits or obligations of, or guaranteed by, any
depository institution. Shares are not insured by the FDIC, Federal Reserve, or
any other government agency, and are subject to investment risks, including
possible loss of the principal amount invested.

As with any mutual fund, there can be no guarantee the Fund will achieve its
objective. The Fund's share price may decline, so when you sell your shares, you
may lose money. The Fund is not a complete investment program.

The Fund can be used in both regular and tax-deferred accounts, such as IRAs.
See "Distributions and Taxes."

HOW CAN YOU TELL IF THE FUND MAY BE AN APPROPRIATE INVESTMENT?

The Fund may be appropriate if you have:

o a long-term investment time horizon

o familiarity with Internet stocks

o tolerance for fluctuations in stock valuations and
prices

o no intention to actively trade mutual fund shares

The Fund is not appropriate if you have:

o a short-term investment time horizon

o little knowledge of Internet stocks

o aversion to fluctuations in stock valuations and
prices

o an intention to actively trade mutual fund shares

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<PAGE> 7

FEES AND EXPENSES

The tables below are designed to help you understand the fees and expenses
investors may bear by investing in e-harmon Internet Fund.

<TABLE>
<CAPTION>
e-HARMON INTERNET FUND Class A
- ---------------------- -------

<S> <C>
Shareholder fees (fees paid directly from
your investment)(1)
Maximum sales charge (load) imposed on 5.75%(2)
purchases as a % of offering price
Maximum deferred sales charge (load) as None
a % of purchase price or sales proceeds
Redemption fees for shares held less than
6 months(3) 1.00%
Exchange fees None

Annual fund operating expenses
(expenses that are deducted from
Fund assets)
Management fees %
Distribution and service (12b-1) fees .25%
Other expenses(4) .50%
----
Total annual Fund
operating expenses %
=
Fee Waivers(5) %
-
Net Expenses %
=
</TABLE>

- --------

(1) Brokers may charge you a separate or additional fee for purchases and sales
of shares.

(2) See "Buying and Selling Shares - Class A shares for reductions and waivers
of the initial sales charge. In addition, the Class A initial sales charge is
waived for investors purchasing directly through the Distributor.

(3) Redemption fees on shares held less than 6 months are collected by the Fund
to help offset portfolio costs associated with active trading by investors.

(4) Other expenses are estimated for the Fund's current fiscal year.

(5) The Adviser has agreed to limit the total operating expenses (excluding
interest, taxes, brokerage and extraordinary expenses) to an annual rate of ___%
of the average daily net assets until May ___, 2001. This fee waiver may be
terminated at any time after May ___, 2001.

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<PAGE> 8

EXAMPLE

The following table gives you an idea of how expenses for the Fund may translate
into dollars and helps you to compare the cost of investing in the Fund with
those of other funds. Although your actual costs may be higher or lower, the
table shows how much you would pay if operating expenses* remain the same, you
invest $10,000, you earn a 5% annual return, and you hold the investment for the
periods indicated:

1 Year 3 Year
Class A $ $

* Operating Expenses are based on Other Expenses for the current fiscal year.

MANAGEMENT

GENERAL OVERSIGHT
A Board of Trustees that meets regularly to review the Fund's investments,
performance, expenses and other business affairs governs the Fund. The majority
of the Board members are independent of e-harmon Capital Management LLC, the
Fund's investment adviser.

HOW THE FUND IS MANAGED

e-harmon Capital Management LLC is the Fund's Adviser and manages the Fund. The
Adviser does not have any prior experience managing a mutual fund. The Adviser
makes all decisions regarding the purchase and sale of the Fund's investments
and handles its business affairs. The Adviser's business address is 400
Montgomery Street, 3rd Floor, San Francisco, California 94104.

STEVE HARMON and LISA CAVALLARI MANAGE e-HARMON INTERNET FUND, with support from
the research group at e-harmon Capital Management LLC. The Fund's annual
management fee is ___% of average daily net assets.

STEVE HARMON, CHIEF INVESTMENT OFFICER
Steve Harmon is founder and CEO of e-harmon.com, Inc., a holding company, which
is the parent company of the Adviser. Mr. Harmon has been involved in the
Internet investing field since 1994. Mr. Harmon authored "Zero Gravity"
(Bloomberg Press, November, 1999), an Internet venture capital book and a guide
for entrepreneurs and investors wanting to get inside the how-to of going from
garage to the Web.

Before launching his own firm, Mr. Harmon was Vice President of Business
Development & Senior Investment Analyst for Internet.com and Mecklermedia from
1996. Internet.com is a leading provider of global real-time news and
information resources for the Internet industry and Internet technology
professionals. Mr. Harmon's role at Internet.com and Mecklermedia
(Internet.com's former parent company) included responsibility for business and
content alliances, strategic acquisitions, new products and revenue streams.
While at Mecklermedia, Mr. Harmon spearheaded the creation of its Internet stock
index and Internet stock index futures trading on the Kansas City Board of
Trade.

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<PAGE> 9

Prior to Internet.com/Mecklermedia, Mr. Harmon was Senior Investment Analyst for
Jupiter Communications in 1995-96 where he covered Internet and media
industries. Mr. Harmon created and tracked five focused stock indices. In
December 1995, he authored "Internet Investment Outlook 1996" published by
Jupiter Communications, which forecast five years of Internet growth in several
areas including ecommerce, emusic, broadband cable Internet, content, software,
hardware among topics covered.

LISA A. CAVALLARI, PORTFOLIO MANAGER, SENIOR VICE PRESIDENT/PORTFOLIO MANAGER
Prior to joining e-harmon Capital Management LLC in January 2000, Ms. Cavallari
was a Principal at Barclays Global Investors ("BGI"). As part of the Advanced
Active Group there, she served as portfolio manager for the retail asset
allocation funds, including the actively managed Barclays Global Investors
LifePath(R) mutual funds. As a portfolio manager for the US Tactical Asset
Allocation products ($20 billion assets under management), she co-managed the
team that conducted $1 billion asset class mix shifts. At BGI she was also
responsible for the construction and trading of equity and fixed income
derivative strategies for institutional clients. From 1991 to 1995, Ms.
Cavallari was an analyst in the Russell Index Group at Frank Russell Company
where she was responsible for the annual index reconstitution efforts. Ms.
Cavallari holds a B.A. in Economics from Northwestern University and graduated
from the University of Chicago's Graduate School of Business with an MBA in
finance and statistics.

INVESTMENT POLICIES AND STRATEGIES

In pursuit of its investment objective, the Fund may invest in a variety of
securities and use a variety of investment practices. The section below
describes some of the types of securities and strategies that the Adviser may
use in its day-to-day management of the Fund's assets.

PRINCIPAL INVESTMENT STRATEGIES

e-harmon Internet Fund will invest at least 65% of its total assets in the
equity securities of Internet companies. The Adviser considers an Internet
company to be one that receives more than 50% of its revenue from Internet
related business activities. These activities include, the research,
development, production, sale or distribution of technology and products related
to the Internet, and the development, delivery, sale or distribution of services
or processes related to the Internet.

e-harmon Capital Management LLC, the Fund's investment adviser, decides where to
invest the Fund's assets based on its research of attractive opportunities in
the Internet sector. Some of the key Internet industry segments in which the
Fund is likely to invest include:

o E-COMMERCE - companies directly or indirectly
involved in the buying and selling of products and
services over the Internet

o BUSINESS-TO-BUSINESS (B2B) - companies that engage in
or enable corporate commercial transactions via the
Internet

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<PAGE> 10

o BROADBAND - companies that design and develop products and
services that enable highspeed Internet infrastructure

o ACCESS - Internet service providers (ISPs) and companies that
enable access to the Internet

o SERVICES - firms that provide corporations with professional and
information services related to the Internet

o SOFTWARE - developers of applications that enable a variety of
Internet business activities, including, for example, electronic
commerce, communications, content provision, and web development

o HARDWARE - computer, digital and electronic products designed and
developed to enable Internet business activities, products, and
services

The Fund may invest in Internet companies in industry segments not included in
the list above.

Equity securities include common stocks, non-convertible preferred stocks,
securities convertible or exchangeable for common stocks or preferred stocks,
equity investments in partnerships, joint ventures and other forms of
non-corporate investments, American Depository Receipts, American Depository
Shares, and warrants and rights exercisable for equity securities.

In addition to the above strategies, the Fund can invest in derivatives of
equity securities, including futures, stock index futures, options and options
on futures for hedging purposes.

DERIVATIVES

Securities Options. The Fund may write (sell) covered call options, including
those that trade in the OTC market, to seek to provide a hedge against declines
in the market value of its portfolio securities. The Fund may write covered call
options on securities comprising no more than 5% of the Fund's net assets at the
time of any writing. The writing of call options is subject to various risks,
including the risk that the Fund will not be able to participate in any
appreciation in the value of the underlying securities above the exercise price.
The Fund may also purchase and write (sell) listed call options provided that
the value of the call options outstanding at any time will not exceed 5% of the
Fund's net assets. The Fund may buy call and put options on stock indices to
seek to hedge against the risk of market or industry-wide stock price
fluctuations.

PRINCIPAL RISKS OF INVESTING IN THE FUND

When you own shares of the Fund, you not only have the ability to participate in
potential increases in share value, you also bear the risk that the value of the
Fund's shares may decline. This section discusses some of the special risks
associated with an investment in the Fund.

INTERNET COMPANIES. The Fund will invest primarily in companies engaged in
Internet related business activities. The value of such companies is
particularly vulnerable to rapidly changing technology, government regulation
and relatively high risks of obsolescence caused by scientific and technological
advances. The Fund may involve significantly greater risks and therefore may
experience greater volatility than a mutual fund that does not concentrate its
investments in one industry.

TECHNOLOGY AND RESEARCH COMPANIES AND CURRENCY RISK. The Fund expects to invest
a portion of its assets in securities of companies involved in computing
technologies, or communication technologies (collectively, "technology
sectors"). Typically, these companies' products or services compete on a global,
rather than a predominately domestic or regional basis. The technology sectors
historically have been volatile and securities of companies in these sectors may
be subject to abrupt or erratic price movements. The Adviser will seek to reduce
such risks through extensive research and emphasis on more globally competitive
companies. In addition, because these companies compete globally, the securities
of these companies may be subject to fluctuations in value due to the effect of
changes in the relative values of currencies on such

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companies' businesses. The history of these markets reflects both decreases and
increases in worldwide currency valuations, and these may reoccur unpredictably
in the future.

SMALL COMPANIES. The Fund may invest in companies with small market
capitalizations (i.e., less than $500 million) or companies that have limited
product lines or a small share of the market for their products or services
(collectively, "small companies"). Small companies may lack depth of management,
may be unable to internally generate funds necessary for growth or potential
development or to generate such funds through external financing on favorable
terms, and they may be developing or marketing new products or services for
which markets are not yet established and may never become established. Due to
these and other factors, small companies may suffer significant losses, as well
as realize substantial growth. Securities of small companies present greater
risks than securities of larger, more established companies. Historically,
stocks of small companies have been more volatile than stocks of larger
companies and are, therefore, riskier than investments in larger companies.
Among the reasons for the greater price volatility are the less certain growth
prospects of smaller companies, the lower degree of liquidity in the markets for
such stocks, and the greater sensitivity of small companies to changing economic
conditions. Besides exhibiting greater volatility, small company stocks may, to
a degree, fluctuate independently of larger company stocks. Small company stocks
may decline in price as large company stocks increase; or increase in price as
large company stocks decline. Therefore, the value of the e-harmon Internet Fund
shares may be more volatile than the shares of a mutual fund that invests
primarily in larger company stocks.

NON-DIVERSIFICATION. The Fund is non-diversified under the 1940 Act, which means
that there is no restriction on how much the Fund may invest in the securities
of any one issuer. However, to qualify for tax treatment as a regulated
investment company under the Internal Revenue Code ("Code"), the Fund intends to
comply, as of the end of each taxable quarter, with certain diversification
requirements imposed by the Code. Pursuant to these requirements, the Fund will,
among other things, limit its investments in the securities of any one issuer
(with some exceptions) to no more than 25% of the value of the Fund's total
assets. In addition, the Fund, with respect to 50% of its total assets, will
limit its investments in the securities of any issuer to 5% of the Fund's total
assets, and will not purchase more than 10% of the outstanding voting securities
of any one issuer. Nevertheless, as a general matter, the Fund may be more
susceptible than a diversified mutual fund to the effects of adverse economic,
political or regulatory developments affecting a single issuer or industry
sector in which the Fund may have investments.

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Risks of Derivatives. The Fund's risk is mostly dependent on the types of
securities it purchases and its investment techniques. The use of derivative
instruments exposes the Fund to additional risks and transaction costs. Risks
inherent in the use of derivative instruments include:

o movements in interest rates, securities prices and currency markets
that are counter to the direction that a portfolio manager anticipates

o imperfect correlation between the price of derivative instruments and
movements in the prices of the securities, interest rates or currencies
being hedged

o the skills needed to use these strategies are different than those
needed to select portfolio securities

o inability to close out certain hedged positions to avoid adverse tax
consequences

o absence of a liquid secondary market for any particular instrument and
exchange-imposed price fluctuation limits, either of which may make it
difficult or impossible to close out a position when desired

o adverse price movements in an instrument can result in a loss
substantially greater than the Fund's initial investment in that
instrument (that is, leverage risk)

o the risk that the counterparty will not perform its obligations,
particularly in the case of privately-negotiated instruments, which
could leave the Fund worse off than if it had not entered into the
position.

OTHER INVESTMENT STRATEGIES AND RISKS

ILLIQUID SECURITIES. The Fund may invest up to 15% of its net assets in illiquid
securities. Illiquid securities are securities for which there is no ready
market (which inhibits the ability to sell them and obtain their full market
value) or which are legally restricted as to their resale by the Fund.

Risks. To the extent that the Fund invests in illiquid securities, the Fund may
not be able to sell securities at the time and the price that it would like. The
Fund may therefore have to lower the price, sell substitute securities or forego
an investment opportunity, each of which might adversely affect the Fund.

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FOREIGN INVESTMENTS. The Fund may invest up to 25% of its total assets in
securities of foreign issuers or securities that are principally traded in
foreign markets ("foreign securities"). When foreign investments are made, the
Adviser will attempt to take advantage of differences between economic trends
and the performance of securities markets in various countries to maximize
investment performance. In most instances, foreign investments will be made in
companies principally based in developed countries. Investments in foreign
securities may be made through the purchase of individual securities on
recognized exchanges and developed over-the-counter markets. To attempt to
reduce exposure to currency fluctuations, the Fund may trade in foreign currency
forward contracts, currency futures contracts and options thereon and securities
indexed to foreign securities. The Fund may also invest in American Depository
Receipts and American Depository Shares that the Adviser does not consider to be
foreign securities.

Risks. There are certain risks and costs involved in investing in securities of
foreign companies, such as outlined below.

o foreign companies are not generally subject to the uniform accounting,
auditing and financial reporting standards and practices applicable to
U.S. companies; and there may be less public information available
about foreign companies than is available about U.S. companies

o foreign markets have less volume than U.S. markets, and the securities
of some foreign companies are less liquid and more volatile than the
securities of comparable U.S. companies

o there may be less government regulation of stock exchanges, brokers,
listed companies and banks in foreign countries than in the United
States

o the Fund may incur fees on currency exchanges when it changes
investments from one currency to another

o the Fund's foreign investments could be affected by expropriation,
confiscatory taxation, nationalization of bank deposits, establishment
of exchange controls, political or social instability or diplomatic
developments

o fluctuations in foreign exchange rates will affect the value of the
Fund's portfolio securities, the value of dividends and interest
earned, gains and loses realized on the sale of securities, net
investment income and unrealized appreciation or depreciation of
investments

o possible imposition of dividend or interest withholding by a foreign
country

U.S. GOVERNMENT SECURITIES. The Fund may invest in U.S. Government securities,
including, U.S. Treasury obligations such as Treasury Bills (maturities of one
year or less) or Treasury Notes (maturities of less than three years).

Risks. The market value of U.S. Government securities will fluctuate with
changes in interest rate levels. Thus, if interest rates increase from the time
the security was purchased, the market value of the security will decrease.
Conversely, if interest rates decrease, the market value of the security will
increase.

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TEMPORARY DEFENSIVE INVESTMENTS AND CASH MANAGEMENT. Under normal circumstances
the Fund may make investments in corporate debt securities, commercial paper,
certificates of deposit, bankers' acceptances and time deposits of U.S. or
foreign banks, obligations issued or guaranteed by the U.S. Government and its
agencies and foreign governments and their agencies. In response to adverse
market, economic or political conditions, the Fund may temporarily invest up to
100% of the Fund's assets in money market instruments or hold cash.

Risks. Investing heavily in these securities limits our ability to achieve the
Fund's investment objectives, but can help preserve the Fund's assets when the
markets are volatile.

BORROWING. The Fund may borrow money from banks and make other investments or
engage in other transactions permissible under the 1940 Act which may be
considered a borrowing. However, the Fund will not purchase securities when bank
borrowings exceed 5% of the Fund's total assets. Presently, the Fund only
intends to borrow from banks for temporary or emergency purposes.

LENDING OF PORTFOLIO SECURITIES. The Fund may lend securities to broker-dealers,
other institutions, or other persons to earn additional income.

Risks. The principal risk is the potential insolvency of the broker-dealer or
other borrower. In this event, the Fund could experience delays in recovering
its securities and possibly capital losses.

REPURCHASE AGREEMENTS. The Fund may enter into repurchase agreements, where a
party agrees to sell a security to the Fund and then repurchase it at an
agreed-upon price at a stated time. This creates a fixed return for the Fund and
is, in effect, a loan by the Fund. The Fund's repurchase agreements will be
collateralized.

Risks. If the seller of the repurchase agreement defaults and the value of the
collateral securing the repurchase agreement declines, the Fund may incur a
loss.

BUYING AND SELLING SHARES

After you have read this prospectus carefully, here is what you need to know
about buying and selling shares of the e-harmon Internet Fund. Currently, the
Fund only offer Class A shares. There is no initial sales charge for Class A
shares obtained through divided reinvestment or capital gain distributions.

CLASS A SHARES

INVESTING DIRECTLY THROUGH THE DISTRIBUTOR

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<PAGE> 15

Distributor will also be made without paying any initial sales charge as long as
the additional purchases are directly with the Funds through the Distributor.

INVESTING THROUGH AN AUTHORIZED FIRM

Class A shares purchased through an Authorized Firm may be appropriate for
long-term investors who compensate their investment professional for the
services they provide with traditional front-end sales charges. If you invest
through an Authorized Firm, you buy Class A shares at the offering price, which
is the net asset value per share plus an up-front sales charge. There is no
up-front sales charge on Class A shares obtained through reinvested dividends
and capital gain distributions. You may qualify for a reduced sales charge, or
the sales charge may be waived, as described below.

SALES CHARGES

The up-front Class A sales charge is as follows:

MAXIMUM DEALERS'
AMOUNT OF PURCHASE FRONT END SALES CHARGE REALLOWANCE
------------------ ---------------------------------------- ------------------

As a % of offering As a % of net As a % of offering
price investment price

The Fund offers a number of ways to reduce or eliminate the up-front sales
charge on Class A Shares. You and your investment professional must notify the
Fund at the time of each purchase if you are eligible for any of these programs.

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<PAGE> 16

Reduced Sales Charges for Class A Shares

o Right of Accumulation. You may group prior investments made by you and/or
members of your immediate family in Class A shares of the Fund to count
towards volume discounts on new purchases.

o Letter of Intent Purchases. If you intend to make purchases in the Fund of
over $50,000 within a 13 month period, you may sign a letter of intent and
receive a volume discount on each purchase as if you were making a single
purchase. You must complete the Letter of Intent section of the Account
Application. If you fail to fulfill the Letter of Intent, the higher sales
charge applicable to your investment will be assessed retroactively. The
Fund's transfer agent will hold a portion of your shares in escrow, which
will be used to pay the applicable sales charge if the Letter of Intent is
not fulfilled.

Sales Charge Waivers for Class A Shares

The sales charge on Class A shares is waived if the purchase:

o is made directly with the Fund through the Distributor

o is made for individual accounts of certain registered personnel and
employees of Authorized Firms, their spouses, children, grandchildren and
parents, in accordance with the internal policies of the employing
Authorized Firm

o is made by state and local government entities that are prohibited from
paying mutual fund sales charges

o is made by registered investment companies

o is made by trustees and officers of the Fund, employees of and counsel for
the Adviser, employees of service providers of the Fund, and each of their
affiliates and their spouses, children, grandchildren and parents, in
accordance with the internal policies and procedures of their respective
employers

o is made by private partnerships managed by the Adviser

o is made for a retirement plan (other than an IRA, SIMPLE IRA, SEP or SARSEP
or a plan covering self employed individuals and their employees (formerly
Keough/H.R. 10 plans))

13
<PAGE> 17

BEFORE YOU INVEST

ACCOUNT REGISTRATION

When purchasing shares, you need to select the appropriate form of account
registration. There are many different types of mutual fund ownership. How you
register your account with the Fund can affect your legal interests, as well as
the rights and interests of your family and beneficiaries. You should always
consult with your legal and/or tax adviser to determine what form of account
registration best meets your needs.

Available forms of registration include:

o Individual ownership. If you have reached the legal age of majority in
your state of residence, you may open an individual account.

o Joint ownership. Two or more individuals may open an account together
as joint tenants with right of survivorship, tenants in common or as
community property.

o Custodial account. You may open an account for a minor under the
Uniform Gift to Minors Act/Uniform Transfers to Minors Act for your
state of residence.

o Business/trust ownership. Corporations, trusts, charitable
organizations and other businesses may open accounts.

ACCOUNT MINIMUMS

You also need to decide how much money to invest. The following chart shows you
the minimum amounts that you will need to open or add to certain types of
accounts.

<TABLE>
<CAPTION>
Initial Minimum Purchase Additional Minimum Purchase

<S> <C> <C>
Regular accounts $2,500 $100
Automatic Investment Plan $ 500 $ 50
IRAs $1,000 $100
Gift to Minors $1,000 $100
</TABLE>

You must make purchases in U.S. dollars, by checks drawn on U.S. banks or by
Federal wire. The Fund does not accept cash, credit cards or third party checks.

SHAREHOLDER ACTIVITIES

e-harmon Funds not only invests in Internet companies, but also believes that
the Internet can be a useful tool for shareholders and can benefit both the
shareholder and the Fund. Through the Fund's website, www.e-harmon.com,
investors can view account balances, historical transactions, current prices and
performance information, place transactions, receive statements, confirmations,
reports and other regulatory mailings, and learn more about the Fund and its
adviser. e-harmon Funds encourages you to:

14
<PAGE> 18

o obtain an account application by visiting e-harmon.com

o receive shareholder documents online

o view account information, such as balances, positions, and transaction
history online

o handle simple customer service issues and questions about the Funds online

HOW SHARES ARE PRICED

The Fund prices your transaction at the next net asset value ("NAV") determined
after the Fund receives your request in good order, together with the funds
necessary for the transaction. See "Other Buying and Selling Considerations" on
page __ for a definition of "good order." When purchasing shares, the price you
receive is the next determined net asset value plus the applicable sales charge.
When redeeming shares, the price you receive is the next determined net asset
value less any applicable redemption fee. The Fund calculates NAV by taking the
total value of its assets, subtracting its liabilities, and dividing the total
by the number of Fund shares that are outstanding. NAV is determined separately
for each class of shares.

NAV is calculated at the close of regular trading (generally 3:00 p.m. Central
time) each day the New York Stock Exchange is open. The Exchange is closed on
weekends and most national holidays. Because the Fund can invest in foreign
securities, the NAV can change on days when you cannot buy or sell shares.

If the transfer agent (or other financial intermediary with the authority to
accept orders on the Fund's behalf) receives your buy or sell request in good
order before the close of regular trading on the Exchange, you will pay or
receive that day's NAV less any applicable sales charges, or redemption fees. If
the transfer agent (or other financial intermediary with the authority to accept
orders on the Fund's behalf) receives your buy or sell request in good order
after the close of regular trading on the NYSE, you will pay or receive the next
determined NAV less any applicable sales charges or redemption fees. Shares
purchased by wire will receive the NAV next determined after the Fund receives
your completed application, the wired funds and all required information is
provided in the wire instructions.

Details on how to open an account and take advantage of online services are
described below.

OPENING AND ADDING TO AN ACCOUNT

You may open an account and add to the account either directly with the Fund or
through an Authorized Firm. If you are purchasing shares directly, you have a
number of ways to invest, each as described below. If you are purchasing shares
through an Authorized Firm, your investment professional will take action on
your behalf, and you will not personally perform the steps described below.

15
<PAGE> 19

<TABLE>
<CAPTION>
TO OPEN AN ACCOUNT TO ADD TO AN EXISTING ACCOUNT
- ------------------ -----------------------------
<S> <C>
VIA INTERNET: VIA INTERNET:

o You may obtain and complete an application o You may purchase shares in an existing
form on the Fund's website www.e-harmon.com. account through the Fund's website at
www.e-harmon.com. To establish online
o Print, sign and mail the application to the transaction privileges, you must enroll
Fund as provided below. through the Website. You automatically have
the ability to establish online
transaction privileges unless you decline
them on your account application.

o For important information on this feature,
see "Transaction Through the Fund's Website"
on page __ of this prospectus.

BY MAIL: BY MAIL:

o Complete and sign the account application or o Complete the investment slip that is
an IRA application. If you don't complete the included in your account statement, and write
application properly, your purchase may be your account number on your check.
delayed or rejected.
o If you no longer have your investment

o Make your check payable to "e-harmon Fund." o Make your check payable to "e-harmon Funds."
slip, please reference your name, account

o For IRA accounts, please specify the year
number and address on your check.
for which the contribution is made.

MAIL YOUR APPLICATION AND CHECK TO: MAIL THE SLIP AND THE CHECK TO:

e-harmon Funds e-harmon Funds
P.O. Box 1631 P.O. Box 1631
Milwaukee, WI 53201-1631 Milwaukee, WI 53201-1631

BY OVERNIGHT COURIER, SEND TO:

e-harmon Funds

207 E. Buffalo Street
Suite 315
Milwaukee, WI 53202

BY TELEPHONE: BY TELEPHONE:

You may not make your initial purchase by o You automatically have
telephone. the privilege to
purchase additional
shares by telephone
unless you have
declined this service
on your account
application. You may
call 1-800-392-6563 to
purchase shares for an
existing account.

</TABLE>

<PAGE> 20

<TABLE>

<S> <C>
o Investments
made by electronic
funds transfer must
be in amounts of at
least $100 and not
greater than
$50,000.

BY WIRE: BY WIRE:

o To purchase shares by wire, the transfer o Send your investment to UMB Bank, n.a.,
agent must have received a completed application custodian for the e-harmon Funds, by following
and issued an account number to you. Call the instructions listed in the column to the
1-800-392-6563 for instructions prior to wiring left.
the funds. Wires received before receipt of a o Investments made by electronic funds
properly completed application will be rejected. transfer must be in amounts of at least $100
and not greater than $50,000.
o Send your investment to UMB Bank, n.a. with
these instructions:
UMB Bank, n.a.
ABA #101000695
For Credit to the e-harmon Funds
A/C #__________
For further credit to: investor
account number; name(s) of
investor(s); SSN or
TIN; name of Fund.

AUTOMATIC SERVICES

MORE YOU SHOULD KNOW ABOUT BUYING SHARES

Accepting orders. The Fund must receive a properly completed New
Account Application before an initial investment can be made and your account
opened. The Fund may return incomplete applications or checks. Once you place
your order, you may not cancel or revoke it. The Fund may reject any purchase
order or refuse a telephone transaction at any time. The Fund will not accept an
account if you are investing for another person as attorney-in-fact, or an
account with "Power of Attorney" or "POA" in the new Account Application's
registration section.
</TABLE>

17
<PAGE> 21

Certificates. The Fund does not issue stock certificates. You will
receive a statement confirming your purchase.

Returned checks/insufficient funds, etc. You will be charged a $20
service fee against your account for any check returned or for any incomplete
ACH or other electronic transfer of funds, or for insufficient funds, stop
payment, closed account or other reasons. YOUR PURCHASE WILL BE CANCELLED, AND
YOU WILL BE RESPONSIBLE FOR ANY RESULTING LOSS TO THE FUND. The Fund may redeem
shares you own in this or another identically registered Fund account as
reimbursement for any such losses. The Fund will bear the loss to the extent it
cannot recover from the investor.

Purchases Through Authorized Firms. If you buy shares through an
Authorized Firm, their policies may differ from those described here and they
may charge you fees in addition to those described in this prospectus. The Fund
may accept requests to buy additional shares into an Authorized Firm's street
name account only from the Authorized Firm.

The Fund may authorize service providers and their designees to accept
purchase orders on the Fund's behalf. The Fund considers such orders received
when the service provider accepts them, and prices them at the offering price
calculated after receipt by the service provider.

The Fund has agreed to allow some service providers to enter purchase
orders for their customers by telephone, with payment to follow. The Fund prices
these telephone orders at the offering price next calculated after the service
provider receives them. The service provider is responsible for placing the
orders promptly and for ensuring that the Fund receives payment within the
agreed-upon period. Otherwise, the provider could be liable for resulting fees
or losses. The Fund will bear the loss to the extent it cannot recover from the
provider.

Other Purchase Considerations.

o You must provide the Fund with a Social Security Number or Taxpayer
Identification Number before your account can be established. If you do not
certify the accuracy of your Social Security or Taxpayer Identification
Number on your account application, the Fund will be required to withhold
federal income tax at a rate of 31% from all of your dividends, capital
gain distributions and redemptions.

o The Fund is only offered and sold to residents of the United States.
Your application will be accepted only if it contains a U.S. address. This
prospectus should not be considered a solicitation to buy or an offer to
sell shares of the Fund in any jurisdiction where it would be unlawful to
do so under the securities laws of that jurisdiction.

18
<PAGE> 22

SELLING SHARES

You may sell your shares on any day the Fund is open for business by following
the instructions below. Note that when you sell shares, you may realize a
capital gain or loss for federal tax purposes.

Shares purchased through an investment professional must be redeemed by the
investment professional if the professional is the shareholder of record. You
should contact your investment professional for instructions on redeeming
shares. If you purchased shares directly with the Fund, you may redeem those
shares using any of the methods described below.

VIA INTERNET

o You may redeem shares through the Fund's website at www.e-harmon.com.
To establish online privileges you must enroll through the Website. You
automatically have the ability to establish online transaction privileges
unless you decline them on your account application or by calling
1-800-392-6563. For important information on this feature, see
"Transactions Through the Fund's Website."

BY MAIL:

o Send a letter of instruction that includes your account number, the
Fund name, the dollar value or number of shares you want to sell, and how
and where to send the proceeds.

o Sign the request exactly as the shares are registered. All registered
owners must sign.

o Include a signature guarantee, if necessary (see "Signature Guarantees"
below).

MAIL TO:

e-harmon Funds
P.O. Box 1631
Milwaukee, WI 53201-1631

BY OVERNIGHT COURIER, SEND TO:

e-harmon Funds

207 E. Buffalo Street
Suite 315
Milwaukee, WI 53202

BY TELEPHONE:

o You automatically have the privilege to redeem shares by telephone
unless you declined this option on your account application.

o Call 1-800-392-6563 between 8:00 a.m. and 8:00 p.m. Eastern time. You may
redeem as little as $500 and as much as $50,000 by telephone.

o The Fund will mail proceeds to your address of record, or send by wire
($10 fee) or electronic funds transfer to the bank account listed in your
account records. There is also a $12.50 fee for redemptions from IRAs.

19
<PAGE> 23

BY WIRE:

o If you choose to redeem your shares by wire, your redemption proceeds
will be sent to your bank account of record. A $10 fee will be deducted
from your proceeds.

o If you wish to have your redemption proceeds sent by wire to a bank
account other than that of record, you must provide a written request
signed by all owners of the account with signatures guaranteed.

Please note that the Fund may require additional documents for redemptions by
corporations, executors, administrators, trustees and guardians. If you have any
questions about how to redeem shares, or to determine if a signature guarantee
or other documentation is required, please call 1-800-392-6563.

REDEMPTION FEES

Class A shares include a redemption fee of 1.00% of the redemption amount if you
sell your shares after holding them less than 6 months. When you redeem your
shares, your redemption request is processed to minimize the amount of
redemption fee that is payable. The Fund first redeems those shares that are not
subject to a redemption fee (e.g., shares acquired through reinvestment of
dividends or distributions), and then redeems those that have been held the
longest. There are additional transaction charges to sell shares if you redeem
by wire ($10) or you redeem from an IRA account ($12.50) (detailed in your IRA
Disclosure Statement & Custodial Agreement) to cover tax reporting. Transactions
handled through broker-dealers may be subject to additional transaction fees.
Please consult your investment professional before executing an order.

SIGNATURE GUARANTEES.

The Fund will require the signature guarantee of each account owner to redeem
shares in the following situations:

o to send redemption proceeds to a different address than is currently on the
account;

o to have the proceeds paid to someone other than the account's owner;

o to transmit redemption proceeds by federal wire transfer or ACH to a bank
other than your bank of record;

o if a change of address request has been received by the transfer agent
within the last 30 days; or

o if your redemption is for more than $50,000.

The Fund requires signature guarantees to protect both you and the Fund from
possible fraudulent requests to redeem shares. You can obtain a signature
guarantee from most broker-dealers, national or state banks, credit unions,
federal savings and loan associations or other eligible institutions. A NOTARY
PUBLIC IS NOT AN ACCEPTABLE SIGNATURE GUARANTOR.

20
<PAGE> 24

MORE YOU SHOULD KNOW ABOUT SELLING SHARES

Payment. The Fund normally pays redemption proceeds within two business
days, but may take up to seven days. You can redeem shares purchased by check at
any time. However, while the Fund will process your redemption on the day it
receives your request, it will not pay your redemption proceeds until your check
has cleared, which may take up to 10 calendar days from the date of purchase.
You can avoid this delay by purchasing shares by a federal funds wire. Please
note that this provision is intended to protect the Fund and its shareholders
from loss. Wire payments for redemptions requested by phone will usually be made
on the next business day. Electronic funds transfers will ordinarily arrive at
your bank 2 to 3 banking days after transmission.

Redeeming Shares Through Authorized Firms. An Authorized Firm may
charge a fee to redeem your Fund shares. If that firm is the shareholder of
record, the Fund will accept redemption requests only from that firm.

The Fund may authorize service providers and their designees to accept
redemptions on the Fund's behalf. The Fund considers these requests received
when the provider accepts them, and prices them at the next net asset value
calculated.

Small accounts. All Fund account owners share the high cost of
maintaining accounts with low balances. To reduce this cost, the Fund reserves
the right to close an account when a redemption leaves your account balance
below the applicable initial minimum investment for a class of shares, or you
discontinue the automatic investment plan before you reach the minimum. We will
notify you in writing before we close your account, and you will have 60 days to
add additional money to bring the balance up to the applicable initial minimum
investment or to renew your automatic investment plan. This provision does not
apply to UGMA/UTMA accounts.

Redemption in Kind If you sell shares during any 90-day period that
reach the lesser of $250,000 or 1% of the value of the Fund's net assets, the
Fund can give you securities from the Fund's portfolio instead of cash. If you
wanted to sell the securities for cash, you would have to pay the costs charged
by a broker.

Additional Redemption Provisions

o Once we receive your order to sell shares, you may not revoke or cancel it.
We cannot accept an order to sell that specifies a particular date, price or
any other special conditions. The Fund does not accept redemption requests
via fax.

o If your redemption request exceeds the amount that you currently have in
your account, your entire account will be redeemed. The automatic purchase
plan that you have initiated for the account will be cancelled.

21
<PAGE> 25

the value of its net assets, or the Securities and Exchange Commission
permits the suspension of the right of redemption or postpones the date of
payment of a redemption.

o If you are redeeming from an IRA, please tell us the proper tax withholding
on your redemption request. If you do not, the Fund will automatically
withhold 10% of your redemption proceeds.

o If redeeming shares within 30 days after making an address change, your
redemption request must be in writing and the signature must be guaranteed.

OTHER BUYING AND SELLING CONSIDERATIONS

GOOD ORDER

The Fund must receive your request to buy or sell shares in good order. The
request must include:

o your account number

o the number or dollar amount of shares you want to buy or sell

o signatures of all owners, exactly as registered on the account

o signature guarantees for redemption requests over $50,000

o any documentation required for redemptions by corporations, partnerships,
fiduciaries, estates, trusts, and other organizations

TELEPHONE AND WIRE TRANSACTIONS

o Only bank accounts held at domestic financial institutions that are
Automated Clearing House (ACH) members can be used for telephone and
Internet transactions. It takes 15 calendar days after receipt by the Fund
of your bank account information to establish this feature. Purchases by ACH
transfers may not be made during this time.

o In times of drastic economic or market conditions, you may have difficulty
selling shares by telephone. The Fund reserves the right to temporarily
discontinue or limit the telephone purchase and redemption privileges at any
time. If you are unable to reach the Fund by telephone, please send your
redemption request via the Internet or overnight courier.

o The Fund reserves the right to refuse a telephone redemption request if the
transfer agent believes it is advisable to do so. The Fund and its agents
use procedures reasonably designed to confirm that telephone instructions
are genuine. These may include recording telephone transactions, testing the
identity of the caller by asking for account information and sending prompt
written confirmations. If reasonable procedures are followed, the Fund and
its service providers will not be liable for any losses due to unauthorized
or fraudulent instructions.

o When opening an account by wire, the Fund's transfer agent must receive your
original executed Account Application to establish shareholder privileges
and to verify your account information. If the Fund does not receive your
original application, it can delay payment of redemption proceeds and
require taxes to be withheld on any redemption or other distribution.

22
<PAGE> 26

TRANSACTIONS THROUGH THE FUND'S WEBSITE

o You may check your Fund account balance(s) and historical transactions,
purchase shares in an existing account and sell shares of the Fund through
the Fund's website at www.e-harmon.com. You automatically have the ability
to view account balances and transactions by enrolling on the website. You
also automatically have the ability to complete transactions on the website
unless you decline them on your account application or call 1-800-392-6563.

o You will be required to enter into a user's agreement through the website in
order to enroll for these privileges. In order to conduct online
transactions, you must have telephone transaction privileges. To purchase
shares online you must also have ACH instructions on your account because
payment for purchase of shares online may be made only through an ACH debit
of your bank account.

o The Fund imposes a limit of $50,000 on purchase and redemption transactions
through the website.

o You should be aware that the internet is an unsecured, unstable, unregulated
and unpredictable environment. Your ability to use the website for
transactions is dependent upon the internet and equipment, software,
systems, data and services provided by various vendors and third parties.
While the Fund and its service providers have established certain security
procedures, the Fund, its adviser, its distributor and its transfer agent
cannot assure you that inquiries, account information or trading activity
will be completely secure.

o There also may be delays, malfunctions or other inconveniences associated
with the Internet, and times when the website is unavailable for
transactions or other purposes. Should this happen, you should consider
purchasing or redeeming using another method. Neither the Fund, its transfer
agent, distributor or adviser will be liable for any such delays,
malfunctions, unauthorized interception or access to information. In
addition, provided reasonable security procedures are used, neither the
Fund, its transfer agent, distributor or adviser will be responsible for any
loss, liability or cost expense for following instructions communicated
through the Internet, including fraudulent or unauthorized transactions.

SIGNATURE GUARANTEES

Generally, whenever you change your account privileges, your bank information,
or your registration information, you need signature guarantees for each
registered account owner. You also sometimes need a signature guarantee when you
sell shares. See "Selling Shares." These guarantee requirements help protect you
from fraud. You can have signatures guaranteed by a U.S. commercial bank or
trust company, a member of the National Association of Securities Dealers, Inc.
or other eligible institutions. A NOTARY PUBLIC IS NOT AN ACCEPTABLE GUARANTOR.

MAKING CHANGES TO YOUR ACCOUNT

You may call or write us to make changes to your account. Common changes
include:

23
<PAGE> 27

Name changes. If your name has changed due to marriage or divorce, send us a
letter of instruction signed with both your old and new names. Include a
certified copy of your marriage certificate or divorce decree or have your
signatures guaranteed.

Address changes. The easiest way to notify us is to return the stub from a
recent confirmation or statement. You can also call the transfer agent with any
changes at 1-800-392-6563. If redeeming shares within 30 days after making an
address change, your redemption request must be in writing and the signature
must be guaranteed.

Transfer of account ownership. Send us a letter including your account number,
number of shares or dollar amount that are being transferred along with the
name, address and Taxpayer Identification Number of the person to whom the
shares are being transferred. All living registered owners must sign the letter.
You will also need to include a signature guarantee. Corporations, businesses
and trusts may have to provide additional documents. In order to avoid delays in
processing account transfers, please call the transfer agent at 1-800-392-6563
to determine the additional documents that are required.

DISTRIBUTION PLAN

The Fund has a Distribution Plan (the "Plan"). Under the Plan, the Fund can pay
for the sale and distribution of its shares, including compensation to the
Distributor and Authorized Firms, at an annual rate based on average daily net
assets of 0.25% for Class A shares. These distribution fees are paid from the
Fund's assets on a continuous basis. Over time, the fees will increase the cost
of your investment and may cost you more than paying other types of sales
charges.

SPECIAL FEATURES AND SERVICES

RETIREMENT ACCOUNT OPTIONS

The Fund offers a variety of retirement accounts for individuals and
organizations. These accounts may offer you tax advantages. For information on
establishing retirement accounts, please call 1-800-392-6563. You should consult
with your legal and/or tax adviser before you establish a retirement account.

The Fund currently accepts investments into the following kinds of retirement
accounts:

o Traditional IRA (including spousal IRA)

o "Rollover" IRA

o Roth IRA

o SEP-IRA

ACH TRANSACTIONS

24
<PAGE> 28

If you would like to purchase shares electronically or have redemption proceeds
sent directly to your bank account, you must first have certain bank account
information on file with us so that funds can be transferred electronically
between your mutual fund and bank accounts. There is no charge to you for this
procedure. You can establish this privilege by filling out the appropriate
section of your account application. If you have questions about this feature,
call us at 1-800-392-6563.

AUTOMATED TELEPHONE SERVICE

The Fund offers 24-hour, seven day a week access to Fund and account information
via a toll-free line. The system provides total returns, share prices and price
changes for the Fund and gives you account balances and history (e.g., last
transaction, latest dividend distribution). To access the automated system,
please call 1-800-392-6563.

AUTOMATIC INVESTMENT PLAN

To make regular investing more convenient, you can open an automatic investment
plan with an initial investment of $500 and a minimum investment of $50 per
month after you start your plan. We will automatically transfer from your
checking or savings account the amount you want to invest on the 5th, 10th,
15th, 20th, 25th or last day of each month. You can terminate your automatic
investment plan at any time by calling the Fund at least 10 days before your
next scheduled withdrawal date. To implement this plan, please fill out the
appropriate area of your application, or call 1-800-392-6563 for assistance.

SYSTEMATIC WITHDRAWAL PLAN (SWP)

You can have shares automatically redeemed from your account on a regular basis
by using our systematic withdrawal plan. If your account balance is $10,000 or
more, you may take systematic withdrawals of $500 or more on a monthly or
quarterly basis. The proceeds of a withdrawal can be sent to your address of
record or sent by electronic transfer to your bank. This plan may be a useful
way to deal with mandatory withdrawals from an IRA. If you want to implement
this plan, please fill out the appropriate section of the purchase application
or call 1-800-392-6563 for assistance.

SHAREHOLDER COMMUNICATIONS

ELECTRONIC COMMUNICATIONS

You may elect to receive statements, confirmations and/or regulatory mailings
electronically instead of paper copies by registering for this feature on the
website. You may revoke your election to receive electronic communications on
the website or by calling 1-800-392-6563. You may also call that number to
request a paper copy of a specific report without charge. There is a $5 charge
for copies of statements for calendar years prior to the preceding calendar
year.

CONFIRMATIONS

You will receive a confirmation each time you buy, sell or exchange Fund shares.
Automatic investment plan participants receive quarterly confirmations of all
automatic transactions. Please

25
<PAGE> 29

review your confirmation and notify us immediately if there are any
discrepancies in the information.

QUARTERLY AND ANNUAL STATEMENTS

You will receive a quarterly statement listing all distributions, purchases and
redemptions of Fund shares for the preceding calendar quarter. Your December
statement will include a listing of all transactions for the entire year.

SEMI-ANNUAL AND ANNUAL REPORTS

The Fund sends semi-annual and annual reports to its shareholders. These reports
provide financial information on your investments and give you a "snapshot" of
the Fund's portfolio holdings at the end of its semi-annual and fiscal year
periods. Additionally, the annual report discusses the factors that materially
affected the Fund's performance for its most recently completed year, including
relevant market conditions and the investment strategies and techniques that
were used.

PROSPECTUS. Each year, the Fund sends all shareholders a new prospectus. Please
read the prospectus and keep it for future reference.

FORMS 1099 AND 5498. Each year you will receive a Form 1099-DIV, showing the
source of distributions for the preceding year and a Form 1099-B showing shares
you sold during the year. If you contributed to an IRA during the year, you will
receive a Form 5498 verifying your contribution.

DISTRIBUTIONS AND TAXES

DIVIDENDS AND OTHER DISTRIBUTIONS

All net investment income and realized capital gains are distributed to
shareholders.

o Dividend and capital gain distributions are reinvested in additional Fund
shares in your account unless you select another option on your New Account
Form.

o Distributions that are not reinvested are paid by check or transmitted to
your bank account via ACH. If the Post Office cannot deliver your check, or
if your check remains uncashed for six months, the Fund reserves the right
to reinvest your distribution check in your account at the NAV on the
business day of the reinvestment and to reinvest all subsequent
distributions in shares of the Fund. No interest accrues on amounts
represented by uncashed distribution or redemption checks.

26
<PAGE> 30

o The Fund declares and pays income dividends (if any) and capital gains
distributions (if any) annually. Both are usually declared and paid in
December to shareholders of record on a specified date that month.

TAX INFORMATION

The following discussion is intended to summarize certain federal income tax
considerations applicable to an investment in the Fund. It does not address
state, local, or foreign income or other taxes, and is not meant to be tax
advice. For tax advice, please consult with your tax adviser.

TAXES WHEN YOU SELL SHARES

When you sell shares in the Fund, you may realize a capital gain or loss. An
exchange of shares of one Fund for shares of the other Fund is generally
considered a sale for tax purposes.

In January of each year, you will be sent Form 1099-B indicating the date and
amount of each sale of Fund shares you made during the prior year. This
information will also be reported to the Internal Revenue Service (the "IRS").
The Fund will report to you the gain or loss on the shares you sold during the
prior year, based on the "average cost," single category method. This
calculation of gain or loss will not be reported to the IRS, and you do not have
to use it in determining your gain or loss. You may calculate your cost basis in
the shares sold using other methods acceptable to the IRS, such as "specific
identification."

The Fund will send you a confirmation immediately following each transaction you
make (except for systematic purchases and redemptions) and a year-end statement
detailing all your transactions in the Fund account during the year.

TAXES ON FUND DISTRIBUTIONS

The following does not apply to qualified retirement accounts, such as IRAs,
which are not subject to income tax.

In January of each year, you will be sent Form 1099-DIV indicating the tax
status of any dividend and capital gain distributions made to you. This
information will also be reported to the IRS. Distributions are generally
taxable to you in the year in which they were paid. Distributions are taxable
whether reinvested in additional shares or received in cash. You will be sent
any additional information you need to determine your taxes on Fund
distributions, such as the portion of your dividends, if any, that may be exempt
from state income taxes.

The tax treatment of a capital gain distribution is determined by how long the
Fund held the portfolio securities generating the capital gains, not how long
you held shares in the Fund. Distributions of short-term capital gains, which
arise from the sale of securities held by the Fund for one year or less, are
taxable at ordinary income rates of up to 39.6% for individuals. Distributions
of long-term capital gains, which arise from the sale of securities held by the
Fund

27
<PAGE> 31

for more than one year, are generally taxed at a rate of 20% for individuals.
Different rates apply to corporations.

If you realized a loss on the sale of Fund shares that you held six months or
less, your short-term loss will be reclassified to a long-term loss to the
extent of any long-term capital gain distribution received during the period you
held the shares.

TAX EFFECT OF BUYING SHARES BEFORE A CAPITAL GAIN OR DIVIDEND DISTRIBUTION

If you buy shares shortly before or on the "record date" - the date that
establishes you as the person to receive the upcoming distribution - you will
receive a portion of the money you just invested in the form of a taxable
distribution. Therefore, you may wish to find out the Fund's record date before
investing. Of course, the Fund's share price may, at any time, reflect
undistributed capital gains or income and unrealized appreciation, which may
result in future taxable distributions.

Shareholders are urged to consult their tax adviser to discuss the tax
implications of an investment in the Fund.

28
<PAGE> 32

[Back Cover]

Please read this prospectus before you invest in the Fund and keep it for future
reference. For information or shareholder questions contact.

Mailing address:
e-harmon Funds
P.O. Box 1631
Milwaukee, WI 53201-1631

Overnight Delivery Address:
e-harmon Funds
207 E. Buffalo St., Suite 315
Milwaukee, WI 53202-5712

Wiring Information:

Call 1-800-392-6563 for Investor Account Number
Wiring Instruction

New Account Application:

Visit e-harmon.com
Call 1-800-392-6563

Investor Services:

e-mail [email protected]
Call 1-800-392-6563

Telephone Transactions:

If you have previously authorized the telephone privilege, you
can call 1-800-392-6563 to make share transactions.

Visit e-harmon.com, Inc.'s website at:

http://www.e-harmon.com

You may elect to receive statements, confirmations and/or regulatory mailings
electronically in lieu of paper copies by electing this feature on the website.

Additional information about the Fund can be found in the following documents,
available without charge upon request:

29
<PAGE> 33

STATEMENT OF ADDITIONAL INFORMATION (SAI)
(incorporated by reference into this prospectus)

ANNUAL REPORT
(contains a discussion of the market conditions and investment strategies
that significantly affected the Fund's performance during its most recent
fiscal)

SEMI-ANNUAL REPORT

You can also obtain copies of the Fund's documents from the Securities and
Exchange Commission as follows:

By Mail:
Securities and Exchange Commission
Public Reference Section
Washington, DC 20549-0102
(The SEC charges a fee to copy documents)

By Electronic Request:
[email protected]

In Person:
Public Reference room in Washington, DC
(For hours of operation, call 1(202) 942-8090)

Via the Internet:
http://www.sec.gov

CUSIP Numbers:

e-harmon Internet Fund
Class A 26852R104

Investment Company Act File No: 811-09787

30
<PAGE> 34

PROSPECTUS April , 2000
--

The Securities and Exchange Commission has not approved or disapproved
these securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.

<PAGE> 35

TABLE OF CONTENTS

<TABLE>
<S> <C>
FUND OVERVIEW....................................................................................................1

FEES AND EXPENSES................................................................................................4

MANAGEMENT.......................................................................................................5

INVESTMENT POLICIES AND STRATEGIES...............................................................................6

CHOOSING A SHARE CLASS..........................................................................................11

BUYING AND SELLING SHARES.......................................................................................16

SHAREHOLDER COMMUNICATIONS......................................................................................28

DISTRIBUTIONS AND TAXES.........................................................................................29
</TABLE>

i
<PAGE> 36

FUND OVERVIEW

WHAT ARE THE OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES OF THE E-HARMON
INTERNET FUND?

E-HARMON INTERNET FUND seeks long-term capital appreciation. The Fund invests at
least 65% of its total assets in equity securities of Internet companies. In
addition, the Fund can invest in derivatives of equity securities. e-harmon
Capital Management LLC, the Fund's investment adviser, decides where to invest
the Fund's assets based on its research of attractive opportunities in the
Internet sector. Some of the key Internet industry segments in which the Fund is
likely to invest include:

o E-COMMERCE - companies directly or indirectly involved in the buying
and selling of products and services over the Internet

o BUSINESS-TO-BUSINESS (B2B) - companies that engage in or enable
corporate commercial transactions via the Internet

o BROADBAND - companies that design and develop products and services
that enable highspeed Internet infrastructure

o ACCESS - Internet service providers (ISPs) and companies that enable
access to the Internet

o SERVICES - Firms that provide corporations with professional and
information services related to the Internet

o SOFTWARE - developers of applications that enable a variety of
Internet business activities, including, for example, electronic
commerce, communications, content provision, and web development

o HARDWARE - computer, digital and electronic products designed and
developed to enable Internet business activities, products, and
services

The Fund may invest in Internet companies in industry segments not included in
the list above.

WHAT IS AN INTERNET COMPANY?

1
<PAGE> 37

WHAT ARE THE MAIN RISKS OF INVESTING IN THE FUND?

Small Companies. To the extent that the Fund has significant investments in
smaller companies or those with less than three years of operating history,
which may not have established products or more experienced management, the
level of risk will be increased. This Fund may invest in smaller capitalization
firms and may have higher share price volatility than funds that invest only in
larger capitalization, more established companies.

2
<PAGE> 38

The Fund can be used in both regular and tax-deferred accounts, such as IRAs.
See "Distributions and Taxes."

HOW CAN YOU TELL IF THE FUND MAY BE AN APPROPRIATE INVESTMENT?

The Fund may be appropriate if you have:

o a long-term investment time horizon

o familiarity with Internet stocks

o tolerance for fluctuations in stock valuations and prices

o no intention to actively trade mutual fund shares

The Fund is not appropriate if you have:

o a short-term investment time horizon

o little knowledge of Internet stocks

o aversion to fluctuations in stock valuations and prices

o an intention to actively trade mutual fund shares

3
<PAGE> 39

FEES AND EXPENSES

The tables below are designed to help you understand the fees and expenses
investors may bear by investing in e-harmon Internet Fund.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
E-HARMON INTERNET FUND Class A Class B Class C
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Shareholder fees (fees paid directly from
your investment)(1)
Maximum sales charge (load) imposed on 5.75%(2) None None
purchases as a % of offering price
Maximum deferred sales charge (load) as None 5.00%(3) 1.00%(4)
a % of purchase price
Redemption fees for shares held less than
6 months(5) 1.00% 1.00% 1.00%
Exchange fees None None None

Annual fund operating expenses
(expenses that are deducted from
Fund assets)
Management fees % % %
Distribution and service (12b-1) fees(6) .25% 1.00%(6) 1.00%(6)
Other expenses(7) .50% .50% .50%
----- ----- -----
Total annual Fund
operating expenses % % %
===== ===== =====
Fee Waivers(8)
----- ----- -----
Net Expenses % % %
===== ===== =====
</TABLE>

- ----------

(1) Brokers may charge you a separate or additional fee for purchases and sales
of shares.

(3) The Contingent Deferred Sales Charge (CDSC) for Class B Shares decreases by
1% annually to 0% in the sixth year and beyond.

(4) The CDSC for Class C shares is 1% for shares redeemed within one year of
purchase.

(5) Redemption fees on shares held less than 6 months are collected by the Fund
to help offset portfolio costs associated with active trading by investors.

(6) The distribution fee for Class B and Class C shares is .75% and the service
fee for Class B and Class C shares is .25%.

(7) Other expenses are estimated for the Fund's current fiscal year.

(8) The Adviser has agreed to limit the total operating expenses of each Class
(excluding interest, taxes, brokerage and extraordinary expenses) to an annual
rate of ___% of the average daily net assets of the Class A shares, ___% of the
average daily net assets of the Class B shares and ___% of the average daily
assets of the Class C shares, until May ___, 2001. This fee waiver may be
terminated at any time after May ___, 2001.

4
<PAGE> 40

EXAMPLE

The following table gives you an idea of how expenses for the Fund may translate
into dollars and helps you to compare the cost of investing in the Fund with
those of other funds. Although your actual costs may be higher or lower, the
table shows how much you would pay if Operating Expenses* remain the same, you
invest $10,000, you earn a 5% annual return, and you hold the investment for the
periods indicated and then sell all of your shares at the end of those periods:

<TABLE>
<CAPTION>
1 Year 3 Year
<S> <C> <C>
Class A $ $
Class B $ $
Class C $ $
</TABLE>

You would pay the following expenses on the same investment if you did not sell
your shares:

<TABLE>
<CAPTION>
1 Year 3 Year
<S> <C> <C>
Class A $ $
Class B $ $
Class C $ $
</TABLE>

* Operating Expenses are based on estimated Other Expenses for the current
fiscal year.

MANAGEMENT

GENERAL OVERSIGHT

A Board of Trustees that meets regularly to review the Fund's investments,
performance, expenses and other business affairs governs the Fund. The majority
of the Board members are independent of e-harmon Capital Management LLC, the
Fund's investment adviser.

HOW THE FUND IS MANAGED

STEVE HARMON and LISA CAVALLARI MANAGE E-HARMON INTERNET FUND, with support from
the research group at e-harmon Capital Management LLC. The Fund's annual
management fee is ___% of average daily net assets.

STEVE HARMON, CHIEF INVESTMENT OFFICER

5
<PAGE> 41

Internet venture capital book and a guide for entrepreneurs and investors
wanting to get inside the how-to of going from garage to the Web.

INVESTMENT POLICIES AND STRATEGIES

PRINCIPAL INVESTMENT STRATEGIES

6
<PAGE> 42

o E-COMMERCE - companies directly or indirectly involved in the
buying and selling of products and services over the Internet