WINTER HARBOR FUND
N-8A, 1998-05-28
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-8A

                 NOTIFICATION OF REGISTRATION FILED PURSUANT TO
               SECTION 8(A) OF THE INVESTMENT COMPANY ACT OF 1940

         The undersigned  investment  company hereby notifies the Securities and
Exchange  Commission  that it registers  under and pursuant to the provisions of
Section 8(a) of the Investment  Company Act of 1940 and in connection  with such
notification of registration submits the following information:

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

                             THE WINTER HARBOR FUND
             (Exact Name of Registrant as Specified in its Charter)

                   511 Congress Street, Portland, Maine 04101
                     (Address of Principal Business Office)

        Registrant's Telephone Number, including Area Code: 207-774-7455
               --------------------------------------------------

                               Max Berueffy, Esq.
                       Forum Administrative Services, LLC
                   Two Portland Square, Portland, Maine 04101
               (Name and Address of Agent for Service of Process)
               --------------------------------------------------

     Registrant is filing a Registration Statement pursuant to Section 8(b)
of the Investment Company Act of 1940 concurrently with the filing of Form N-8A:
YES [ X ] NO [ ].

                                   SIGNATURES

         Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has caused this notification of registration to be duly signed on its
behalf  in the City of  Portland  and the State of Maine on the 28th day of May,
1998.

                                              THE WINTER HARBOR FUND

                                              By: /s/Jennifer E. Goff
                                                 ------------------------
                                                  Jennifer E. Goff
                                                     President and Trustee

Attest:/s/Robert J. Dorsey
       ---------------------------
        Robert J. Dorsey
           Vice President



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