WINTER HARBOR FUND
N-30D, 1999-03-04
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                                 ANNUAL REPORT
                               December 31, 1998

                               [GRAPHIC OMITTED]


                                   The REvest
                                   Value Fund
                             A No-Load Mutual Fund
                                Managed in Maine

                                A Value-Oriented
                             Investment In Small and
                         Medium-Sized Company Equities


                       A Series of The Winter Harbor Fund

<PAGE>

Profile of the Fund
- --------------------------------------------------------------------------------

The REvest Value Fund ("REvest" or the "Fund") is a no-load series of the Winter
Harbor Fund, an open-end, diversified investment management company. Jennifer E.
Goff,  President of Ebright Investments,  Inc. ("EII"), a registered  investment
adviser,  is responsible for the management of the Fund's portfolio,  subject to
the authority of the Fund's Trustees.

REvest seeks long-term  growth and secondarily  current income by investing in a
broadly  diversified  portfolio  of common  stocks and  convertible  securities.
Prospective  portfolio  investments  are  selected  on a  value  basis,  and are
primarily  limited  to small and  medium-sized  companies,  viewed by the Fund's
investment  adviser  as  having  attractive  financial   characteristics  and/or
"vitality   factors."  Vitality  factors  are  those  factors  (e.g.  an  active
acquisition,  stock buy-back and/or cost reduction  program) that should allow a
company to build future,  incremental value for  shareholders.  By combining the
prospect of vitality with a value-oriented  selection process, we believe we are
able to buy Great Companies at Great Prices. These tenets are elaborated upon in
the following outline:

- --   Small & Mid-Cap  Stocks - We believe these  securities  have more potential
     for capital  appreciation  because they have historically  generated higher
     returns for  investors,  and because they are  generally  less  well-known,
     making them more likely to be  improperly  priced by the  marketplace.  The
     Fund will  normally  invest at least  90% of its  assets in common  stocks,
     convertible  preferred stocks and convertible  bonds. At least 80% of these
     "allowable securities" will be income-producing,  and at least 80% of these
     will be  issued by  companies  with  market  capitalizations  between  $200
     million and $2 billion.

- --   Value-Orientation,  Plus  Growth  -  We  look  for  companies  with  "value
     discrepancies,"  or market  prices  below our  assessment  of their  "real"
     business  worth.  From that group,  we select  companies  with  vitality or
     ongoing  programs that should allow them to increase their long-term value.
     We believe  profits can come from both the continued  success and growth of
     each portfolio  company,  as well as the eventual  elimination of any value
     discrepancy we believe was present at the time of purchase.

- --   Consistent  Portfolio  Character - We will automatically  close the Fund to
     new investors at the end of any calendar year during which its assets reach
     $350  million.  Since  we  specialize  in small  and  medium  size  company
     equities,  we believe a larger  asset base could limit our  flexibility  in
     buying and  selling for the Fund,  or force us to invest in more  companies
     than we can closely  follow.  By placing  practical  limits on our size, we
     believe  we can make it  possible  for the  Fund's  investment  adviser  to
     actively  manage the portfolio,  and enable the Fund to maintain a constant
     character over its lifetime.

Please keep in mind, however,  that this is a "fixed" style of money management.
REvest does not change from  year-to-year,  or attempt in any way to  anticipate
market trends.  Because of this, the Fund is often  out-of-sync with the general
equity  markets,  and short-term  performance may be better or worse than either
the  "market" or other less  specialized  funds.  Management  follows  this very
disciplined  and consistent  path because it believes that in the long run, this
"fixed" characteristic can lead to premium long-term returns.

<PAGE>

                                                               REvest
Manager's Letter                                               Value Fund [LOGO]
- --------------------------------------------------------------------------------
Dear Friends and Fellow Shareholders:

History will remember 1998 as the year that large-cap,  growth stocks had a huge
party  and  everyone  else  stayed  home.  Although  the  year  started  with  a
broad-based  rally,  concerns  over the world  economy led to a narrowing of the
market in April and a substantial decline in most equity prices between July and
October. Then, as year-end approached, Federal Reserve intervention helped abate
foreign turmoil  concerns,  providing the impetus the U.S. market indices needed
to recover much of their losses, and in some cases, go on to new highs.

The S&P 500 Index  returned  28.6% in 1998.  Virtually  all of this gain was the
result of  outperformance by a concentrated  group of very large companies.  The
S&P 500 is a market  capitalization  (or size) weighted index of 500 stocks.  As
such, certain large names contribute disproportionately to its performance. Last
year, eight stocks -- Microsoft,  Lucent, Dell, Cisco,  Wal-Mart,  MCI Worldcom,
Intel and IBM -- provided  about half the gain in the S&P 500, while twenty made
up more than 80%, and 37 stocks accounted for the entire gain. The narrowness of
the  market  is even  more  apparent  if one  realizes  that  almost  75% of the
investable  equity  universe  failed to return even 8%,  while a full 66% of all
common stocks in the United States had negative returns in 1998!

Given this  backdrop,  it should come as no surprise that  small-company  stocks
lagged  their  larger-cap  brethren  for the fifth  consecutive  year,  with the
Russell  2000 Index  ending the year down 2.6%.  The Russell  2000 had been down
almost 30% on October 8th, its lowest point,  prior to the year-end  rally.  The
rally  was  sparked  by the  Federal  Reserve  implementing  a series  of three,
quarter-point  interest rate cuts in September,  October and November. The moves
were  viewed by the  market  as an  anticipatory  effort  to block the  economic
slowdown  overseas from  spreading to the United  States.  While we will have to
wait and see whether the cuts have their intended  effort long term,  short term
they were enough to buoy consumer  confidence and improve  liquidity,  important
factors in sustaining the now eight year old bull market.

REvest, as a result of its  small-company,  value-oriented  approach,  ended the
year down 6.1%.  Although it was the first time in three years that we failed to
outperform  our  benchmark,  we were pleased with our  performance.  In volatile
markets such as these,  we believe capital  preservation  can be as important as
capital appreciation. At the October 8th low, REvest was down 20.5%, compared to
28.3% for the Russell 2000. And although we had a slow start to the year, REvest
led the  benchmark  for most of the summer and into the middle of  December.  We
attribute the resiliency of our portfolio to its yield orientation, as dividends
often provide downside protection in times of falling prices.

Going into 1999, we believe we are well  positioned  for what very well might be
another  volatile year. Many analysts are  questioning  the large  multinational
companies'  ability to generate the earnings growth  necessary to sustain rising
stock prices in the face of continued difficulties overseas (or in our backyard,
as is the case with Brazil).  In addition,  there is ample  evidence of froth in
the market as Internet  stocks continue to command  astronomical  prices despite
many having no prospect of earnings for the foreseeable  future. Our strategy is
to maintain a higher-yielding  portfolio,  and to continue to use price weakness
to upgrade the quality of our  holdings.  Several  changes that were made in the
summer  of  1998,  including  the  addition  of  Kaydon  Corporation  and  Right
Management Consultants,  Inc., contributed positively to REvest's return for the
year.  With some  stocks  still at prices that are  40%-50%  below  twelve-month
highs, we hope to find several more "great companies at great prices" in the new
year.

With 1998 and its extreme valuation divergences behind us, we look to the future
with optimism. The performance gap between large- and small-cap stocks has never
been greater,  leading us to hope that we are close to an inflection point where
small-cap stocks will once again outperform. At some point, the large-cap stocks
will  prove not to be immune to what is going on  beyond  our  borders.  At that
juncture,  small-caps,  with their relatively cheap valuations and higher growth
rates, should shine.

As always,  we want to thank you for your confidence.  Your continued support of
our work through the ownership of your shares is much appreciated.

Sincerely,

/s/ Jennifer Ebright Goff

Jennifer Ebright Goff
Portfolio Manager
President, Ebright Investments, Inc.
January 27, 1999

Note: The S&P 500 and the Russell 2000 are unmanaged indices and include the
reinvestment of dividends.

                                       1
<PAGE>

Portfolio Summary 
- --------------------------------------------------------------------------------

The following (unaudited) information provides a "bird's eye" view of the REvest
portfolio as of December 31, 1998. For a more complete picture,  the Schedule of
Investments and  accompanying  financial  statements and notes should be read in
their entirety.

Portfolio Composition                             Value          % of Net Assets
- --------------------------------------------------------------------------------
Common Stocks:
      Micro-Caps (under $200M)                  $ 4,191,369           16.95%
      Small-Caps ($200M - $1B)                   12,809,530           51.80%
      Mid-Caps ($1B - $2B)                        5,591,720           22.61%
      Convertible Bonds                           1,485,000            6.00%
Non-Convertible Bond                                412,500            1.67%
Cash & Other Assets Less Liabilities                240,004            0.97%
                                                -----------          ------
   Total Net Assets                             $24,730,123          100.00%
                                                ===========          ======
                                                             

Industry Concentration (% of Net Assets)
- --------------------------------------------------------------------------------
[PIE CHART]

Net Cash                   1.0%
Consumer Products          8.5%
Energy                    11.1%
Financial                 10.4%
Health                    11.3%
Industrial Cyclicals      17.9%
Real Estate                8.5%
Retail                     9.7%
Services                  10.8%
Technology                10.8%


Average Financial Characteristics of Portfolio Companies
- --------------------------------------------------------------------------------
Market Capitalization .............    $597.9M
P/E Ratio .........................      18.3x
P/B Ratio .........................       2.1x
Return on Assets ..................       7.3%
Return on Equity ..................      12.6%
Compound 3-Year Growth Rate .......      15.4%
Gross Portfolio Yield .............       2.6%

                                       2
<PAGE>
                                                               REvest
Portfolio Summary (Continued)                                  Value Fund [LOGO]
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Top Ten Equity Positions                              Market Value    % of Net Assets
- -------------------------------------------------------------------------------------
<S>                                                     <C>                  <C> 
 1.  Control Devices, Inc. .........................    $720,000   ......... 2.9%
 2.  Rayonier, Inc. ................................     689,063   ......... 2.8%
 3.  Teleflex, Inc. ................................     684,375   ......... 2.8%
 4.  IDEXX Laboratories, Inc. ......................     672,656   ......... 2.7%
 5.  Analogic Corporation ..........................     658,438   ......... 2.7%
 6.  Cousins Properties, Inc. ......................     645,000   ......... 2.6%
 7.  Berry Petroleum Company, Class A ..............     638,437   ......... 2.6%
 8.  Matthews International Corporation, Class A ...     630,000   ......... 2.5%
 9.  Donegal Group, Inc. ...........................     625,000   ......... 2.5%
10.  The Standard Register Company .................     618,750   ......... 2.5%
</TABLE>

Top Ten Equity  Contributors  to the Fund's Net Realized and Unrealized  Gain on
Investment (Per Share)
- --------------------------------------------------------------------------------

[BAR GRAPH]

IDEXX Laboratories, Inc.
In Focus Systems, Inc.
The Toro Company
Penn Virginia Corporation
Lucor, Inc.
FEI Company
Chemed Corporation
Matthews International Corporation,
   Class A
Regal-Beloit Corporation
La-Z-Boy, Inc.


Major Portfolio Changes (Listed in Descending Order of Value)
- --------------------------------------------------------------------------------

Five Largest Equity Purchases:          Five Largest Equity Sales:

1. Regal-Beloit Corporation (+, x)      1. Keystone Financial Corporation (x)
2. Helen of Troy Corporation (+)        2. La-Z-Boy, Inc. (x)
3. Stein Mart, Inc. (+)                 3. Oxford Industries, Inc. (x)
4. Planar Systems, Inc. (+)             4. National Presto Industries, Inc. (x)
5. Kaydon Corporation (+)               5. Haggar Corp.

(+) Position Added                      (x) Position Eliminated

                                       3
<PAGE>

Portfolio Process
- --------------------------------------------------------------------------------

One question we frequently get asked is "How do you go about  determining  which
stocks to put in your portfolio?" To answer this question,  we have put together
the following  schematic to take you  step-by-step  through the  decision-making
process:

- --------------------------------------------------------------------------------
                       Screen for Size, Quality and Value

- - Market capitalization between $100 million and $1 billion 
- - High return on assets and equity 
- - Revenue and earnings growth 
- - Low debt and/or high cash 
- - Low Price/Earnings, Price/Book, Price/Sales, Price/Cash Flow ratios

- --------------------------------------------------------------------------------
                   Fundamental Analysis of Prospect Companies

- - Identify "critical issues"            - Valuation
- - Vitality                              - Visitation

- --------------------------------------------------------------------------------
               Stock Selection and Ongoing Portfolio Maintenance

- - Ongoing review of sector weightings 
- - Continual monitoring of vitality factors and valuation 
- - Strict sell discipline
- --------------------------------------------------------------------------------

Most prospects are identified  through our own screening  efforts.  By selecting
various price and  performance  parameters,  we can reduce the large universe of
companies  (about  8,000) down to a  manageable  short-list  of  candidates  for
further  exploration.  The  goal  is  to  determine  quickly  whether  or  not a
particular company is worth spending serious research time on.

Once we have  gathered  all the  public  information,  we  review  the  material
carefully.  First,  we use several  valuation  techniques to  cross-confirm  our
appraisal of each prospect's business worth, and to determine whether there is a
discrepancy  between  this  value  and the  current  market  price.  Assuming  a
discrepancy  exists,  we then try to determine  whether the company has a viable
plan for its future  growth and  development  (vitality),  and whether  there is
evidence that its recent  initiatives have produced the intended  result(s).  In
doing so, we try to identify what we call  "critical  issues",  or those factors
which affect the company or its business in a  significant  way. In essence,  we
are trying to ascertain  whether a particular  company is a "great company" at a
"great price".

Visitation is a critical element of our research process.  The primary objective
here is to test our  understanding  of the  company by  exploring  the  critical
issues with management.  Visitation also provides an opportunity to view company
facilities first-hand, to determine their condition,  usage and value. All these
factors  help  improve the decision  making  process,  reducing its risk and the
potential for error.

The limited  number of companies  that pass through this  process,  about 50-65,
become  the  REvest  portfolio.  But,  the work does not stop  there.  Portfolio
management  is  a  journey,  not  a  destination.  We  continually  monitor  the
portfolio,  its  prospects and  weightings,  to ensure that it remains fresh and
balanced.  We want to be cognizant of any change in business fundamentals or the
elimination of the value  discrepancy,  so that at the  appropriate  time we can
replace a holding with a new idea.

                                       4
<PAGE>

                                                               REvest
Performance Discussion                                         Value Fund [LOGO]
- --------------------------------------------------------------------------------

In the  first  half of  1998,  there  continued  to be  significant  performance
divergence,  both by capitalization and by style.  Large-cap stocks continued to
outpace small-cap  stocks,  with the S&P 500 Index up 17.7% and the Russell 2000
Index up 4.9%.  Within the  small-cap  universe,  the Russell  2000 Growth Index
outperformed  the Russell  2000 Value  Index,  5.4% versus  4.4%,  respectively.
REvest finished this period up 1.2%, lagging its benchmark.

Unfortunately,  things got even worse for  small-cap  stocks in the July through
October period. The impeachment of President Clinton, the showdown with Iraq and
the  devaluation  of the Russian ruble sent shocks  through the market.  As fear
overtook  greed,  money poured into U.S.  Treasuries  and very liquid  large-cap
stocks,  pretty much to the  exclusion  of  everything  else.  While the S&P 500
faltered, its loss was no match to the devastation reaped upon the Russell 2000.
At the  October  8th low,  the  Russell  was down 28.3%  while the S&P was still
positive 0.1%.

Then on October 17th, the tide turned. The Federal Reserve lowered rates for the
second time in two months,  signaling  its intent to do its part to maintain the
United States' economic expansion.  The market rallied on the news. By year-end,
the S&P 500 was up 28.6% and the Russell 2000 had pared its losses to -2.6%. For
its part,  REvest ended the year down 6.1%. While we did not beat our benchmark,
our  performance  was  favorable  when viewed in the  context of its style.  The
Russell  2000 Growth  Index ended the year up 1.2% while the Russell  2000 Value
Index ended the year down 6.5%.

    Comparison of Change in Value of a $10,000 Initial Investment on 8/1/94*
   between The REvest Value Fund, the S&P 500 Index and the Russell 2000 Index

[LINE GRAPH]
                         12/31/98
                         --------
REvest                    $16,000
S&P 500                   $29,459
Russell 2000              $18,422

                                               Year        3-Years      Since
                                               Ended        Ended     Inception*
                                             12/31/98     12/31/98     12/31/98
                                             --------     --------     --------
REvest average annual total return             -6.1%        12.4%        11.2%
S&P 500 average annual total return            28.6%        28.4%        27.8%
Russell 2000 average annual total return       -2.6%        11.6%        14.8%
                                                                    
The above table and preceding narrative depict the historical returns of REvest,
the S&P 500, an unmanaged index representative of large-company  stocks, and the
Russell  2000,  Russell  2000  Value  and  Growth  indices,   unmanaged  indices
representative of small-company stocks. The Fund's present investment philosophy
was followed in each of the periods  identified.  All results  presented in this
Report are on a "total  return"  basis,  which  assumes that all  dividends  and
distributions  were  reinvested.  No redemption  fees are included  because they
apply only to accounts open for less than one year.

The results  presented in this Report  represent past performance and should not
be  considered  representative  of the "total  return" from an investment in the
Fund today.  They are provided  only to give an  historical  perspective  of the
Fund.  The  investment  return and  principal  value of the Fund's  shares  will
fluctuate so that the shares may be worth more or less than their  original cost
when redeemed.

*Commencement of Operations - August 1, 1994

                                       5
<PAGE>

Schedule of Investments (at 12/31/98)
- --------------------------------------------------------------------------------

Shares
- ------
Common Stocks -- 91.3%                                   Cost           Value
CONSUMER PRODUCTS -- 8.5%                            -----------    -----------
   36,300     Haggar Corp. .....................     $   496,912    $   415,181
   25,000   * Helen of Troy Corporation ........         473,295        367,188
   27,500   * In Focus Systems, Inc. ...........         242,500        244,062
   25,000     Russ Berrie and Company, Inc. ....         429,250        587,500
   17,500     The Toro Company .................         456,050        498,750
                                                     -----------    -----------
                                                       2,098,007      2,112,681
                                                     -----------    -----------
ENERGY --11.1%
   17,500   * Barrett Resources Corporation ....         498,066        420,000
   45,000     Berry Petroleum Company, Class A .         511,792        638,437
   22,500     Helmerich & Payne, Inc. ..........         445,820        435,937
   25,000     Penn Virginia Corporation ........         451,646        459,374
   25,000     Snyder Oil Corporation ...........         496,518        332,812
   25,000     St. Mary Land & Exploration Company        468,751        462,500
                                                     -----------    -----------
                                                       2,872,593      2,749,060
                                                     -----------    -----------
FINANCIAL -- 10.4%
    7,500     Banknorth Group ..................         246,563        282,188
   22,000     Community Banks, Inc. ............         268,092        552,750
   40,000     Donegal Group, Inc. ..............         412,401        625,000
   30,000     Peoples Heritage Financial Group, Inc.     209,263        600,000
   25,000     Susquehanna Bancshares, Inc. .....         287,536        511,719
                                                     -----------    -----------
                                                       1,423,855      2,571,657
                                                     -----------    -----------
HEALTH -- 11.3%
   17,500     Analogic Corporation .............         540,995        658,438
   10,000     Arrow International, Inc. ........         270,125        313,750
   17,500     Diagnostic Products Corporation ..         497,025        544,688
   25,000   * IDEXX Laboratories, Inc. .........         328,203        672,656
   25,000     Invacare Corporation .............         494,295        600,000
                                                     -----------    -----------
                                                       2,130,643      2,789,532
                                                     -----------    -----------
INDUSTRIAL CYCLICALS -- 16.2%
   12,500     Baldor Electric Company ..........         203,891        253,125
   30,000     CLARCOR, Inc. ....................         401,725        600,000
   20,000     Greif Bros. Corporation, Class A .         462,581        583,750
   30,000     Kimball International, Inc., Class B       440,573        570,000
   20,000     Matthews International
                Corporation, Class A ...........         191,715        630,000
   15,000     Rayonier, Inc. ...................         539,675        689,063
   15,000     Teleflex, Inc. ...................         298,188        684,375
                                                     -----------    -----------
                                                       2,538,348      4,010,313
                                                     -----------    -----------
REAL ESTATE -- 6.9%
   45,000     Cavalier Homes, Inc. .............         486,763        511,875
   20,000     Cousins Properties, Inc. .........         450,267        645,000
   25,000     New Plan Excel Realty Trust ......         502,813        554,688
                                                     -----------    -----------
                                                       1,439,843      1,711,563
                                                     -----------    -----------

The accompanying notes are an integral part of the financial statements.

                                       6
<PAGE>

                                                               REvest
Schedule of Investments (at 12/31/98 - Continued)              Value Fund [LOGO]
- --------------------------------------------------------------------------------

Shares                                                   Cost           Value
- ------                                                   ----           -----
RETAIL -- 9.7%
   22,500     Applebee's International, Inc. ...     $   513,952    $   464,063
   30,000     Claire's Stores, Inc. ............         496,037        615,000
   10,000     Hannaford Bros. Company ..........         262,450        530,000
   40,000   * Stein Mart, Inc. .................         460,000        278,750
   20,000   * The Gymboree Corporation .........         122,500        127,500
   40,000   * West Marine, Inc. ................         497,812        395,000
                                                     -----------    -----------
                                                       2,352,751      2,410,313
                                                     -----------    -----------
SERVICES -- 9.3%
   15,000     Chemed Corporation ...............         488,493        502,500
   15,000     Kaydon Corporation ...............         468,619        600,938
   40,000   * Right Management Consultants, Inc.         523,090        590,000
   20,000     The Standard Register Company ....         419,174        618,750
                                                     -----------    -----------
                                                       1,899,376      2,312,188
                                                     -----------    -----------
TECHNOLOGY -- 7.9%
   45,000     Control Devices, Inc. ............         330,143        720,000
   35,000     Helix Technology Corporation .....         500,728        455,000
   25,000   * Kulicke and Soffa Industries, Inc.         473,141        443,750
   45,000   * Planar Systems, Inc. .............         495,000        306,562
                                                     -----------    -----------
                                                       1,799,012      1,925,312
                                                     -----------    -----------
              TOTAL COMMON STOCKS                    $18,554,428    $22,592,619
                                                     -----------    -----------
<TABLE>
<CAPTION>
Par Value
- ---------
CORPORATE BONDS -- 7.7%
<S>          <C>                                                                       <C>            <C>        
$ 400,000    MacNeal-Schwendler Corp. 7.875% Conv. Sub. Deb. due 08/18/04 .........    $   386,206    $   371,500
  400,000    Richardson Electronics, Ltd. 8.25% Conv. Sub. Deb. due 06/15/06 ......        346,000        350,000
  400,000    Sequa Corporation 9.375% Sr. Sub. Notes due 12/15/03 .................        397,826        412,500
  400,000    Sizeler Property Investors, Inc. 8.00% Conv. Sub. Deb. due 07/15/03 ..        371,066        386,500
  400,000    VLSI Technology, Inc. 8.25% Conv. Sub. Notes due 10/01/05 ............        387,000        377,000
                                                                                       -----------    -----------
             TOTAL CORPORATE BONDS                                                     $ 1,888,098    $ 1,897,500
                                                                                       -----------    -----------

REPURCHASE AGREEMENT -- 1.1%
             Star Bank, N.A. 3.50%, dated 12/31/98, due 01/04/99, maturity
             value $275,107 (collaterized by Government National Mortgage
             Association, 6.875% due 03/20/24 valued at $284,757) .................    $   275,000    $   275,000
                                                                                       -----------    -----------
</TABLE>

TOTAL INVESTMENTS -- 100.1%                          $20,717,526    $24,765,119
                                                     ===========
LIABILITIES IN EXCESS OF OTHER ASSETS - (0.1%)                          (34,996)
                                                                    -----------
TOTAL NET ASSETS - 100.0%                                           $24,730,123
                                                                    ===========
*Non-income producing.

Income  Tax  Information  -  The  cost  for  federal  income  tax  purposes  was
$20,706,815.   At  December  31,  1998,  net  unrealized  appreciation  for  all
securities  amounted to  $4,058,304,  consisting of aggregate  gross  unrealized
appreciation  of  $5,230,291  and aggregate  gross  unrealized  depreciation  of
$1,171,987.  The Fund  designates  $3,202,105 as a capital gain dividend for the
purpose of the dividend paid deduction.

    The accompanying notes are an integral part of the financial statements.

                                       7
<PAGE>

Statement of Assets and Liabilities (at 12/31/98)
- --------------------------------------------------------------------------------

ASSETS:
Investment securities:
    At acquisition cost .......................................      $20,442,526
                                                                     ===========
    At market value (Note 1) ..................................      $24,490,119
Investments in repurchase agreements (Note 1) .................          275,000
Receivable for capital shares sold ............................              786
Interest receivable ...........................................           35,440
Dividends receivable ..........................................           18,908
Other assets ..................................................            3,738
                                                                     -----------
     Total Assets .............................................       24,823,991
                                                                     -----------
LIABILITIES:
Dividends payable .............................................            6,088
Distributions payable .........................................           42,144
Payable to affiliates (Note 4) ................................           18,333
Payable for capital shares redeemed ...........................           11,249
Other accrued expenses and liabilities ........................           16,054
                                                                     -----------
     Total Liabilities ........................................           93,868
                                                                     -----------
NET ASSETS ....................................................      $24,730,123
                                                                     ===========
ANALYSIS OF NET ASSETS:
Paid-in capital ...............................................      $20,663,004
Undistributed net investment income ...........................           12,821
Accumulated net realized gains from security transactions .....            6,705
Net unrealized appreciation on investments ....................        4,047,593
                                                                     -----------
     Net Assets ...............................................      $24,730,123
                                                                     ===========
PRICING OF SHARES:
Net asset value, offering and redemption price per share
($24,730,123 -- 2,272,903 shares outstanding) .................      $     10.88
                                                                     ===========

<TABLE>
<CAPTION>
Statements of Changes in Net Assets
- --------------------------------------------------------------------------------
                                                                                          Years ended December 31,
                                                                                            1998             1997
                                                                                        ------------     ------------
INVESTMENT OPERATIONS:
<S>                                                                                     <C>              <C>         
   Net investment income ...........................................................    $    378,008     $    720,415
   Net realized gain from security transacations ...................................       3,193,187        7,205,644
   Net change in unrealized appreciation/depreciation on investments ...............      (5,641,998)       2,357,022
                                                                                        ------------     ------------
      Net increase (decrease) in net assets from investment operations .............      (2,070,803)      10,283,081
                                                                                        ------------     ------------
DIVIDENDS AND DISTRIBUTIONS:
   Net investment income ...........................................................        (371,064)        (647,033)
   Net realized gain on investments ................................................      (2,560,610)      (4,933,401)
                                                                                        ------------     ------------
      Net decrease in net assets from dividends and distributions ..................      (2,931,674)      (5,580,434)
                                                                                        ------------     ------------
CAPITAL SHARE TRANSACTIONS:
   Proceeds from shares sold .......................................................       2,095,317       18,205,535
   Net asset value of shares issued in reinvestment of distributions to shareholders       2,687,414        5,165,051
   Payments for shares redeemed ....................................................     (13,935,671)     (31,286,540)
                                                                                        ------------     ------------
      Net decrease in net assets from capital share transactions ...................      (9,152,940)      (7,915,954)
                                                                                        ------------     ------------
NET DECREASE IN NET ASSETS .........................................................     (14,155,417)      (3,213,307)
NET ASSETS:
   Beginning of year ...............................................................      38,885,540       42,098,847
                                                                                        ------------     ------------
   End of year .....................................................................    $ 24,730,123     $ 38,885,540
                                                                                        ============     ============
UNDISTRIBUTED NET INVESTMENT INCOME ................................................    $     12,821     $      5,877
                                                                                        ============     ============
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                       8
<PAGE>

<TABLE>
<CAPTION>
                                                                  REvest
Statement of Operations (for the year ended 12/31/98)             Value Fund [LOGO]
- -----------------------------------------------------------------------------------

NET INVESTMENT INCOME:
Income:
<S>                                                                     <C>        
   Interest ........................................................    $   305,343
   Dividends .......................................................        483,193
                                                                        -----------
      Total Investment Income ......................................        788,536
                                                                        -----------
Expenses:
   Investment advisory fees (Note 4) ...............................        315,903
   Custodian and accounting services fees (Note 4) .................         28,971
   Professional fees ...............................................         19,611
   Administrative services fees (Note 4) ...........................         18,288
   Trustees' fees and expenses .....................................         14,348
   Registration fees ...............................................         10,113
   Transfer agent fees (Note 4) ....................................          7,582
   Postage and supplies ............................................          7,463
   Shareholder reports .............................................          4,167
   Insurance expense ...............................................          2,747
   Other expenses ..................................................          2,535
                                                                        -----------
      Total Expenses ...............................................        431,728
   Fees waived by the Adviser (Note 4) .............................        (21,200)
                                                                        -----------
      Net Expenses .................................................        410,528
                                                                        -----------
      Net Investment Income ........................................        378,008
                                                                        -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
   Net realized gain from security transactions ....................      3,193,187
   Net change in unrealized appreciation/depreciation on investments     (5,641,998)
                                                                        -----------
      Net realized and unrealized loss on investments ..............     (2,448,811)
                                                                        -----------
NET DECREASE IN NET ASSETS FROM INVESTMENT OPERATIONS ..............    $(2,070,803)
                                                                        =========== 
</TABLE>

Financial Highlights
- --------------------------------------------------------------------------------

This table is presented to show selected data for a share outstanding throughout
each period, and to assist shareholders in evaluating the Fund's performance.

<TABLE>
<CAPTION>
                                                                                                                  Period ended
                                                                          Years ended December 31,                 December 31,
                                                               1998          1997          1996          1995        1994 (a)
                                                             --------------------------------------------------    ------------
<S>                                                          <C>           <C>           <C>           <C>           <C>     
NET ASSET VALUE, BEGINNING OF PERIOD ....................    $  13.00      $  12.21      $  10.73      $   9.66      $  10.00
                                                             --------      --------      --------      --------      --------
INVESTMENT OPERATIONS:
   Net investment income ................................        0.15          0.21          0.21          0.18          0.04
   Net realized and unrealized gain (loss) on investments       (1.02)         2.64          2.16          1.38         (0.33)
                                                             --------      --------      --------      --------      --------
      Total from investment operations ..................       (0.87)         2.85          2.37          1.56         (0.29)
                                                             --------      --------      --------      --------      --------
DIVIDENDS AND DISTRIBUTIONS:
   Net investment income ................................       (0.15)        (0.19)        (0.21)        (0.17)        (0.05)
   Net realized gain on investments .....................       (1.10)        (1.87)        (0.68)        (0.32)           --
                                                             --------      --------      --------      --------      --------
     Total dividends and distributions ..................       (1.25)        (2.06)        (0.89)        (0.49)        (0.05)
                                                             --------      --------      --------      --------      --------
NET ASSET VALUE, END OF PERIOD ..........................    $  10.88      $  13.00      $  12.21      $  10.73      $   9.66
                                                             --------      --------      --------      --------      --------
TOTAL RETURN ............................................       (6.12%)        23.5%         22.3%         16.2%         (2.9%)
RATIOS/SUPPLEMENTAL DATA:
Net Assets, End of Period (in thousands) ................    $ 24,730      $ 38,886      $ 42,099      $ 35,804      $ 21,676
Ratio of Net Expenses to Average Net Assets (b) .........        1.30%         1.26%         1.29%         1.30%         1.42%*
Ratio of Net Investment Income to Average Net Assets ....        1.20%         1.60%         1.78%         1.73%         1.45%*
Portfolio Turnover Rate .................................          35%           54%           64%           53%            5%
</TABLE>

* Annualized.
(a)  Represents the period from the commencement of operations  (August 1, 1994)
     through December 31, 1994.
(b)  The ratio of expenses to average  net assets  before  waiver of fees by the
     investment  adviser  would have been 1.37% and 1.78%* for the periods ended
     December 31, 1998 and 1994, respectively (Note 4).

    The accompanying notes are an integral part of the financial statements.

                                       9
<PAGE>

Notes To Financial Statements
- --------------------------------------------------------------------------------

The REvest Value Fund (the "Fund") is a no-load series of The Winter Harbor Fund
(the "Trust"), a diversified open-end management investment company organized as
a Delaware  business trust. The Fund's  predecessor,  The REvest Growth & Income
Fund, was a series of The Royce Fund (Note 5).

The Fund primarily  seeks  long-term  growth and  secondarily  current income by
investing in a broadly  diversified  portfolio of common stocks and  convertible
securities.

1.   SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of the Trust's significant accounting policies:

Security  valuation.  Securities listed on an exchange or on the Nasdaq National
Market  System are valued on the basis of the last  reported sale price prior to
the time the valuation is made, or if no sale is reported for such day, at their
bid price for  exchange-listed  securities  and at the  average of their bid and
asked prices for Nasdaq  securities.  Quotations are taken from the market where
the security is primarily traded.  Other  over-the-counter  securities for which
market  quotations  are  readily  available  are  valued  at  their  bid  price.
Securities for which market  quotations are not readily  available are valued at
their fair value under  procedures  established  and  supervised by the Board of
Trustees.  Bonds and other fixed income securities may be valued by reference to
other securities with comparable ratings,  interest rates and maturities,  using
established independent pricing services.

Share  valuation.  The net asset value per share of the Fund is calculated daily
by  dividing  the total value of the Fund's  assets,  less  liabilities,  by the
number of shares outstanding.  The offering price and redemption price per share
of the Fund is equal to the net asset value per share.

Investment income and distributions to shareholders.  Dividends arising from net
investment  income are declared and paid  quarterly and  distributions  from net
realized  gains,  if any, are paid  annually in December.  These  dividends  and
distributions  are recorded on the ex-date and are determined in accordance with
income tax  regulations  which may differ  from  generally  accepted  accounting
principles.

Securities  transactions.  Security  transactions are accounted for on the trade
date. Dividend income is recorded on the ex-dividend date and interest income is
recorded  on  the  accrual  basis.  Realized  gains  and  losses  from  security
transactions  and unrealized  appreciation  and  depreciation of investments are
determined on the basis of identified cost for book and tax purposes.

Repurchase  agreements.  The Fund enters into repurchase agreements with respect
to its portfolio securities solely with Star Bank, N.A. ("Star"),  the custodian
of its assets. The Fund restricts repurchase agreements to maturities of no more
than seven days.  Securities pledged as collateral for repurchase agreements are
held by Star until maturity of the repurchase agreements.  Repurchase agreements
could  involve  certain  risks in the event of  default or  insolvency  of Star,
including  possible  delays  or  restrictions  upon the  ability  of the Fund to
dispose of the underlying securities.

Estimates.  The preparation of financial statements in conformity with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that affect the reported  amounts of assets and  liabilities at the
date of the financial statements and the reported amounts of income and expenses
during the reporting period. Actual results could differ from those estimates.

Federal  income  taxes.  It is the  Fund's  policy  to comply  with the  special
provisions  of the  Internal  Revenue Code  available  to  regulated  investment
companies.  As  provided  therein,  in any  fiscal  year in  which  the  Fund so
qualifies and distributes at least 90% of its taxable net income,  the Fund (but
not the  shareholders)  will be  relieved  of  federal  income tax on the income
distributed. Accordingly, no provision for income taxes has been made.

In  order  to  avoid  imposition  of the  excise  tax  applicable  to  regulated
investment companies, it is also the Fund's intention to declare as dividends in
each calendar year at least 98% of its net investment  income (earned during the
calendar  year) and 98% of its net realized  capital  gains  (earned  during the
twelve months ended October 31) plus undistributed amounts from prior years.

2.   INVESTMENT TRANSACTIONS

For the year ended  December  31, 1998,  the cost of purchases  and the proceeds
from sales of portfolio securities, other than short-term investments,  amounted
to $10,761,148 and $22,429,039, respectively.

3.   FUND SHARES

The Board of Trustees has  authority  to issue an unlimited  number of shares of
beneficial  interest of the Fund, with a par value of $.001.  Share transactions
were as follows:

                                                        For the years ended
                                                            December 31,
                                                       1998             1997
                                                    ----------       ---------- 
Sold .........................................         175,492        1,418,807
Reinvested ...................................         256,185          396,134
Redeemed .....................................      (1,150,578)      (2,271,260)
                                                    ----------       ---------- 
Net decrease in shares outstanding ...........        (718,901)        (456,319)
Shares outstanding beginning of year .........       2,991,804        3,448,123
                                                    ----------       ---------- 
Shares outstanding end of year ...............       2,272,903        2,991,804
                                                    ==========       ==========

Shares redeemed within one year of opening a shareholder  account are subject to
a 1.0% redemption fee.

4.   TRANSACTIONS WITH AFFILIATES

Certain  trustees  and  officers  of the  Trust  are also  officers  of  Ebright
Investments,  Inc. (the "Adviser") (formerly Royce, Ebright & Associates, Inc.),
or of Countrywide  Fund Services,  Inc.  ("CFS"),  the  administrative  services
agent,  shareholder  servicing and transfer agent, and accounting services agent
for the Trust.

INVESTMENT ADVISORY AGREEMENT
The Fund's  investments  are managed by the Adviser  pursuant to the terms of an
Advisory  Agreement.  The Fund pays the Adviser an  investment  management  fee,
computed and accrued daily and paid  monthly,  at an annual rate of 1.00% of the
first $50 million of the Fund's  average net assets and 0.75% of any  additional
average net assets over $50 million.

In order to voluntarily reduce operating expenses during the year ended December
31, 1998, the Adviser waived $21,200 of its advisory fees.

SUB-ADVISORY AGREEMENT
The Adviser has retained  Gouws  Capital  Management,  Inc.  ("GCMI") to provide
investment  sub-advisory and marketing support services to the Fund. The Adviser
(not the Fund) pays GCMI a fee,  computed  daily and paid monthly,  at an annual
rate equal to 50% of the Adviser's net profit,  which is the investment advisory
fee received by the Adviser,  less associated costs and expenses incurred by the
Adviser.

                                       10
<PAGE>

                                                               REvest
Notes To Financial Statements (Continued)                      Value Fund [LOGO]
- --------------------------------------------------------------------------------

ADMINISTRATION AGREEMENT
Under the terms of an Administration Agreement effective September 26, 1998, CFS
supplies  non-investment  related administrative and compliance services for the
Fund. CFS supervises the preparation of reports to shareholders,  reports to and
filings  with the  Securities  and  Exchange  Commission  and  state  securities
commissions,  and  materials  for meetings of the Board of  Trustees.  For these
services, CFS receives a monthly fee from the Fund at an annual rate of 0.09% on
its  average  daily  net  assets  up to $100  million;  0.075%  on the next $100
million;  and 0.05% on such net assets in excess of $200  million,  subject to a
$2,000  minimum  monthly fee.  Under the  Administration  Agreement,  CFS earned
$6,000 during the year ended December 31, 1998.

TRANSFER AGENT AGREEMENT
Under the terms of a Transfer, Dividend Disbursing, Shareholder Service and Plan
Agency Agreement effective September 26, 1998, CFS maintains the records of each
shareholder's   account,   answers  shareholders'   inquiries  concerning  their
accounts,  processes  purchases and  redemptions of the Fund's  shares,  acts as
dividend  and  distribution  disbursing  agent and  performs  other  shareholder
service functions.  For these services,  CFS receives a monthly fee based on the
number of shareholder  accounts,  subject to a $1,250 minimum monthly fee. Under
the  Transfer,   Dividend  Disbursing,   Shareholder  Service  and  Plan  Agency
Agreement,  CFS  earned  $3,750 of  transfer  agent  fees  during the year ended
December 31, 1998. In addition,  the Fund pays out-of-pocket expenses including,
but not limited to, postage and supplies.

ACCOUNTING SERVICES AGREEMENT
Under the terms of an  Accounting  Services  Agreement  effective  September 26,
1998,  CFS  calculates  the daily net asset  value per share and  maintains  the
financial books and records of the Fund.  Based on the current net assets of the
Fund,  CFS  receives a monthly fee of $2,000  from the Fund for these  services.
Under the  Accounting  Services  Agreement,  CFS  earned  $6,000  of  accounting
services  fees during the year ended  December 31, 1998.  In addition,  the Fund
pays certain  out-of-pocket  expenses incurred by CFS in obtaining valuations of
the Fund's portfolio securities.

UNDERWRITING AGREEMENT
Under the terms of an Underwriting  Agreement  effective  September 26, 1998, CW
Fund Distributors,  Inc. (the  "Underwriter")  serves as the exclusive agent for
the distribution of the Fund's shares. The Underwriter is an affiliate of CFS by
reason of common ownership.

SHAREHOLDER SERVICE PLAN
The Trust has adopted a Shareholder  Service Plan (the "Plan").  Under the Plan,
the Trust may enter into  shareholder  service  agreements  pursuant  to which a
shareholder service provider performs certain shareholder services not otherwise
provided  by the  transfer  agent.  For these  services,  the  Adviser  pays the
shareholder  service  provider  a fee at an  annual  rate of up to  0.25% of the
average daily net assets attributable to shares owned by investors for which the
shareholder  service provider maintains a servicing  relationship.  The Fund may
reimburse  the Adviser such  payments in an amount not to exceed 0.25% per annum
of the average  daily net assets of the Fund.  For the year ended  December  31,
1998, no  shareholder  servicing  fees were paid by the Adviser or reimbursed or
accrued by the Fund.

5.   AGREEMENT AND PLAN OF REORGANIZATION

The Fund was  originally  organized  as a series of The Royce Fund,  an open-end
management  investment company organized as a Delaware business trust.  Pursuant
to an Agreement and Plan of Reorganization  that occurred on September 25, 1998,
all assets and  liabilities of The REvest Growth & Income Fund (the  Predecessor
Fund), that had substantially  identical  investment  objectives and policies as
the Fund,  were  transferred in exchange for all capital shares of the Fund. The
Predecessor Fund then distributed to its shareholders as a liquidating  dividend
all  capital  shares  of the Fund in  exchange  for and in  cancellation  of its
capital shares.

For federal  income tax  purposes,  the  reorganization  qualified as a tax-free
reorganization  with no tax  consequences to the  Predecessor  Fund, the Fund or
their shareholders.

Report of Independent Accountants
- --------------------------------------------------------------------------------

To the Board of  Trustees  of The Winter  Harbor  Fund and  Shareholders  of The
REvest Value Fund:

     In our  opinion,  the  accompanying  statement  of assets and  liabilities,
including the schedule of investments,  and the related statements of operations
and of changes in net assets and the financial highlights present fairly, in all
material respects,  the financial position of The REvest Value Fund,  (hereafter
referred to as the "Fund") at December 31, 1998,  the results of operations  for
the year then ended, the changes in its net assets and financial  highlights for
each of the periods indicated,  in conformity with generally accepted accounting
principles.  These  financial  statements  and financial  highlights  (hereafter
referred to as  "financial  statements")  are the  responsibility  of the Fund's
management;  our  responsibility  is to express  an  opinion on these  financial
statements  based on our  audits.  We  conducted  our audits of these  financial
statements  in accordance  with  generally  accepted  auditing  standards  which
require that we plan and perform the audit to obtain reasonable  assurance about
whether the financial  statements  are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.  We believe that our audits,  which included
confirmation  of  securities  at December  31, 1998 by  correspondence  with the
custodian, provide a reasonable basis for the opinion expressed above.

PricewaterhouseCoopers LLP
Columbus, Ohio
February 16, 1999

                                       11
<PAGE>

Our New Partners
- --------------------------------------------------------------------------------

With the successful  completion of the  reorganization of The REvest Value Fund,
Ebright  Investments,  Inc. ("EII" or "Adviser") began what we hope to be a long
and prosperous partnership with Gouws Capital Management, Inc. ("GCMI"). GCMI is
a registered  investment  adviser managing  approximately $800 million in client
assets using a value orientation.  As such, it already has the infrastructure in
place to support the growing  research and marketing needs of a mutual fund such
as ours.  By naming  GCMI sub-  advisor  to the  Fund,  EII gains  access to its
extensive staff, information services,  computer systems, trading facilities and
marketing  resources.  Building this  infrastructure was part of EII's long-term
business plan. By partnering with GCMI, we save time,  energy and  substantially
reduce the Adviser's  future  overhead  costs.  With that said, we would like to
introduce  you to key  members of GCMI's  staff,  people we work with on a daily
basis.

THE PRESIDENTS
[PHOTO]
Johann H. Gouws, President - Gouws Capital Management (Right)
Richard E. Curran, Jr., President & Chief Trust Officer - 
     Acadia Trust, N.A. (Left)

RESEARCH AND SMALL CAPITAL EQUITY INVESTMENT
STANDING:
[PHOTO]
Jan F. Macleod, Vice President, Director of Research
Gregg A. Marston, Senior Vice President, Portfolio Manager
SEATED:
Carole M. Hersam, Equity Analyst
David E. Smith, Equity Analyst

SUPPORT SERVICES
[PHOTO]
STANDING, LEFT TO RIGHT:
Diane M. Aston, Systems Manager
Patricia N. O'Donnell, Director of Marketing
Frank E. Kemna, Senior Vice President, Chief Operating Officer
SITTING, LEFT TO RIGHT:
Cornelia B. Morin, Ebright Investments Inc.,
Vice President, Operations and Customer Service
Joan M. Smith, Vice President, Treasurer

                                       12
<PAGE>

                                                               REvest
Year 2000 Disclosure                                           Value Fund [LOGO]
- --------------------------------------------------------------------------------

There has been a lot of public attention  lately  concerning the impact that the
Year 2000 date change may have on businesses, utilities, and other organizations
that rely on computerized  systems to help run their  operations.  The Year 2000
date  change may affect any system  that uses  computer  software  programs  and
computer  chips that store calendar  dates as two-digit  rather than  four-digit
numbers.  Beginning in the year 2000, a computer system utilizing these types of
software or chips may recognize date codes as occurring in the 1900s.

Ebright  Investments,  Inc. ("EII") and Countrywide Fund Services,  Inc. ("CFS")
(back office service  provider to the Fund), use computer systems to support the
management  and  operation  of The REvest  Value  Fund.  Computer  software  and
computer chips also are used to run security systems,  communications  networks,
and office  infrastructure  that are  essential  to EII's daily  operation.  EII
relies on service  providers  for its  computer and office  systems.  The Fund's
management is exercising  oversight on the Year 2000  compliance  efforts of its
various service providers. In most instances,  upgrades of non-compliant systems
have been completed and testing should be completed by Spring of 1999.

The Fund's  Board of Trustees is  receiving  quarterly  reports on the status of
Year 2000  readiness  efforts.  Also, EII and CFS are both subject to regulatory
oversight  with  respect  to Year 2000  readiness.  While EII and CFS are taking
steps to address the Year 2000 issue and to obtain  reasonable  assurances  that
comparable  steps are being taken by the Fund's other major  service  providers,
there can be no guarantees  that these steps will be sufficient to avoid adverse
impact on the Fund from this problem.

It is always good practice for our shareholders to check account  statements and
to keep all records for your account.  The issues surrounding the Year 2000 date
change  make  such  record  retention  especially  important.  If you  have  any
questions or problems  regarding  any  information  on your  statements,  please
contact Cornelia Morin by calling EII at (800) 277-5573.

Customer Service
- --------------------------------------------------------------------------------

1.   If I have questions or need literature about the Fund who may I call?

     Call Cornelia Morin, EII's customer service officer, at (800) 277-5573. The
     office is open from 9:00am to 5:00pm ET every business day.

2.   If I have questions about the Fund's investments who should I call?

     Call Jennifer Goff, the Fund's portfolio manager, at (800) 277-5573. We are
     one of a small  number of funds  where the  manager  is  available  to talk
     directly to  investors.  If Jen is traveling she will return your call when
     she returns to the office.  We try to treat our  investors as true partners
     with us, in the Fund.

3.   How often does the Fund mail out statements?

     Cumulative  year-to-date  statements are mailed out after each  transaction
     and after each dividend.  Tax information is mailed by January 31st of each
     year. The Fund distributes  formal Annual and Semi-Annual  Reports that are
     mailed to each shareholder in February and August, respectively.

4.   Is it correct that there are no sales charges or 12b-1 fees?

     Yes,  not one penny of your  investment  goes to any sales  charge or 12b-1
     fee.  The  Fund is one of the  so-called  "pure"  no-load  Funds.  You will
     rarely, if ever, see the Fund advertised to investors.  We believe that the
     Fund should sell itself because it does a good job for its investors.

5.   Is the Fund available for IRA investments and other retirement plans?

     Yes, the Fund offers both IRA and 403(b)(7) plans to its investors. Because
     of the Fund's  philosophy and long-term  approach to investing,  we believe
     that it may be an appropriate vehicle for all types of retirement plans.

6.   When does the Fund pay income and capital gain distributions?

     The Fund makes quarterly  income  distributions  and an annual capital gain
     distribution at the end of December. A preliminary, non-binding estimate of
     the amount of the year-end  distributions  is available to  shareholders by
     calling   the  EII  office  any  time  after  the   Thanksgiving   holiday.
     Distributions  are   automatically   reinvested  unless  we  receive  other
     instructions from the shareholder.

7.   Why does the Fund  impose a 1.00%  redemption  fee  during  the first  year
     following the opening of a shareholder account?

     This fee is charged to discourage  short-term trading in the Fund's shares.
     When short-term  investors trade in and out of a mutual fund, they increase
     the costs of operations for the permanent  shareholders.  This activity can
     also  disrupt the  investment  plan for the  portfolio  and reduce  overall
     returns.  When charged, the 1.00% fee recovers the costs of this disruption
     for the rest of the shareholders.

8.   How do I receive  published  information  and other  mailings from the Fund
     when issued?

     The Fund maintains a "direct" mailing list especially for its "street name"
     shareholders. This will speed your receipt of all Fund mailings such as our
     financial reports and special interim  shareholder  letters. If you are not
     on the mailing  list and would like to be  included,  please call  Cornelia
     Morin, our customer service officer, and she will add your name.

<PAGE>

The following (unaudited) chart provides the historical prices and distributions
of the Fund since inception.

                      Historical Price & Distribution Chart
- --------------------------------------------------------------------------------
 Quarter                      Payable    Distribution                   Reinvest
  Ended         Price           Date        Amount         Type           Price
- --------------------------------------------------------------------------------
 8/01/94*      $10.00*      
 9/30/94        10.04                         None
12/31/94         9.66         12/30/94      $0.050        Income          $ 9.66
- --------------------------------------------------------------------------------
 3/31/95        10.00          3/24/95       0.045        Income            9.91
 6/30/95        10.55          6/30/95       0.045        Income           10.55
 9/30/95        11.16          9/25/95       0.040        Income           11.20
12/31/95        10.73         12/29/95       0.040        Income           10.73
                              12/29/95       0.160        ST Gains         10.73
                              12/29/95       0.160        LT Gains         10.73
- --------------------------------------------------------------------------------
 3/31/96        11.26          3/15/96       0.050        Income           11.06
 6/30/96        11.65          6/14/96       0.050        Income           11.90
 9/30/96        11.92          9/13/96       0.060        Income           11.77
12/31/96        12.21         12/31/96       0.050        Income           12.21
                              12/31/96       0.160        ST Gains         12.21
                              12/31/96       0.520        LT Gains         12.21
- --------------------------------------------------------------------------------
 3/31/97        12.33          3/14/97       0.055        Income           12.64
 6/30/97        13.24          6/13/97       0.055        Income           13.09
 9/30/97        14.76          9/12/97       0.060        Income           14.68
12/31/97        13.00         12/31/97       0.020        Income           13.00
                              12/31/97       0.760        ST Gains         13.00
                              12/31/97       0.260        LT Gains(20%)    13.00
                              12/31/97       0.850        LT Gains(28%)    13.00
- --------------------------------------------------------------------------------
 3/31/98        13.45          3/14/98       0.050        Income           13.43
 6/30/98        13.08          6/13/98       0.030        Income           12.93
 9/30/98        10.11          9/21/98       0.040        Income           10.22
                               9/21/98       0.930        LT Gains         10.22
12/31/98        10.88         12/31/98       0.025        Income           10.88
                              12/31/98       0.175        LT Gains         10.88
- --------------------------------------------------------------------------------
*Initial offering date and price.

This report must be accompanied or preceded by a current Prospectus of the Fund.

                           Ebright Investments, Inc.
                               Investment Adviser
                         511 Congress Street, 9th Floor
                               Portland, ME 04101
                        (207) 774-7455 o (800) 277-5573
                               Fax (207) 772-7370



                                     REvest
                                   Value Fund
                                 P.O. Box 5354
                           Cincinnati, OH 45201-5354
                                 (877) 473-8378

                       A Series of The Winter Harbor Fund


<TABLE> <S> <C>
                                             
<ARTICLE>                     6
<CIK>                         0001059611
<NAME>                        The Winter Harbor Fund
       
<S>                                          <C>
<PERIOD-TYPE>                                4-MOS
<FISCAL-YEAR-END>                            DEC-31-1998
<PERIOD-END>                                 DEC-31-1998
<INVESTMENTS-AT-COST>                         20,717,526
<INVESTMENTS-AT-VALUE>                        24,765,119
<RECEIVABLES>                                     55,134
<ASSETS-OTHER>                                         0
<OTHER-ITEMS-ASSETS>                               3,738
<TOTAL-ASSETS>                                24,823,991
<PAYABLE-FOR-SECURITIES>                               0
<SENIOR-LONG-TERM-DEBT>                                0
<OTHER-ITEMS-LIABILITIES>                         93,868
<TOTAL-LIABILITIES>                               93,868
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<SHARES-COMMON-STOCK>                          2,272,903
<SHARES-COMMON-PRIOR>                          2,991,804
<ACCUMULATED-NII-CURRENT>                         12,821
<OVERDISTRIBUTION-NII>                                 0
<ACCUMULATED-NET-GAINS>                            6,705
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<DIVIDEND-INCOME>                                483,193
<INTEREST-INCOME>                                305,343
<OTHER-INCOME>                                         0
<EXPENSES-NET>                                   410,528
<NET-INVESTMENT-INCOME>                          378,008
<REALIZED-GAINS-CURRENT>                       3,193,187
<APPREC-INCREASE-CURRENT>                     (5,641,998)
<NET-CHANGE-FROM-OPS>                         (2,070,803)
<EQUALIZATION>                                         0
<DISTRIBUTIONS-OF-INCOME>                        371,064
<DISTRIBUTIONS-OF-GAINS>                       2,560,610
<DISTRIBUTIONS-OTHER>                                  0
<NUMBER-OF-SHARES-SOLD>                          175,492
<NUMBER-OF-SHARES-REDEEMED>                    1,150,578
<SHARES-REINVESTED>                              256,185
<NET-CHANGE-IN-ASSETS>                       (14,155,417)
<ACCUMULATED-NII-PRIOR>                            5,877
<ACCUMULATED-GAINS-PRIOR>                       (625,872)
<OVERDISTRIB-NII-PRIOR>                                0
<OVERDIST-NET-GAINS-PRIOR>                             0
<GROSS-ADVISORY-FEES>                            315,903
<INTEREST-EXPENSE>                                     0
<GROSS-EXPENSE>                                  431,728
<AVERAGE-NET-ASSETS>                          31,590,275
<PER-SHARE-NAV-BEGIN>                              13.00
<PER-SHARE-NII>                                     0.15
<PER-SHARE-GAIN-APPREC>                            (1.02)
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<EXPENSE-RATIO>                                     1.30
<AVG-DEBT-OUTSTANDING>                                 0
<AVG-DEBT-PER-SHARE>                                   0
        

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