WINTER HARBOR FUND
N-30D, 2000-09-01
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                               SEMI-ANNUAL REPORT
                                  JUNE 30, 2000

                                    [GRAPHIC]

                                   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 management investment company. Jennifer E.
Goff,  President  of  Ebright  Investments,  Inc.  ("EII" or the  "Adviser"),  a
registered  investment  adviser, is responsible for the management of the Fund's
portfolio, subject to the authority of the Fund's Board of Trustees.

REvest  primarily  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 program,  stock buy-back program and/or cost reduction program) that
should, in the investment  adviser's judgment,  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 AND MID-      We believe these  securities have more potential for capital
CAP STOCKS          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% will be issued by companies with market  capitalizations
                    between   $200  million  and  $2  billion  at  the  time  of
                    investment.



VALUE-ORIENTATION,  We look for companies with "value  discrepancies," or market
PLUS VITALITY       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          We  will  automatically  close  the  Fund  to new  investors
PORTFOLIO           beginning  on  March 1 after  the end of any  calendar  year
CHARACTER           during  which  its  assets  reach  $350  million.  Since  we
                    specialize in small and medium-size companies,  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>

MANAGER'S LETTER                                               REVEST VALUE FUND
--------------------------------------------------------------------------------

Dear Friends and Fellow Shareholders:

Like the  fireworks  my father  used to set off over the Mt.  Gretna Lake on the
fourth of July,  the markets  started  this year with a bang and ended the first
half in a long,  drawn-out  fade.  On February  2nd, at its first meeting of the
year,  the Federal  Reserve  Board voted to raise  short-term  interest  rates a
quarter point. It was the fourth time the committee had done so since June 1999.
The  announcement  itself was  basically a non-event as Chairman  Greenspan  had
already set the stage for a series of rate hikes  throughout the year as a means
of slowing the economy.

Shortly  thereafter,  the market once again began to bifurcate  into New and Old
Economy stocks,  with the New Economy stocks garnering the majority of the money
flows.  New Economy  stocks were deemed to be interest rate  insensitive  due to
their high levels of cash,  low levels of debt and high unit growth.  REvest was
able to keep up during this explosive time, ending the first quarter up 6.9%, as
compared to a rise of 7.1% and an  increase  of 2.3% for the Russell  2000 Index
and the S&P 500 Index, respectively.

The market's fascination with momentum took a breather in the second quarter, as
investors  woke up to the fact that even New Economy  stocks are vulnerable in a
rising interest rate  environment.  More  importantly,  the notion that earnings
matter came back in vogue. Analysts became less tolerant of business models that
require access to unlimited amounts of capital and that are not expected to earn
a profit for the foreseeable  future.  These collective  realizations caused the
market value of many high fliers to stream back down toward Earth.

The Fed raised rates twice in the second quarter, 0.25% at its April meeting and
0.50% at the May  meeting,  and  signaled  its  intention to continue as long as
inflation  remained a threat.  While Old  Economy  stocks  had  better  relative
performance as a result,  the Fed's actions created a great deal of uncertainty.
When investors were not  questioning  when the rate increases  would stop,  they
were  wondering  what the ultimate  impact would be on the market in general and
second half earnings in particular.  Will the Fed manage a soft landing, or will
it overshoot the mark and push the economy into a recession? As the quarter drew
to a close, the consensus opinion seemed to change daily. REvest held its own in
this interval, gaining 0.5%, versus a decline of 3.8% and a loss of 2.7% for the
Russell 2000 and S&P 500, respectively.

For the six  months  ended  June 30,  2000,  REvest  was up 7.5%,  significantly
outperforming both of the major benchmarks.  During the same period, the Russell
2000 was up 3.0%,  while the S&P 500 was down 0.4%. The Fund's  performance  was
favorably  impacted  by  investments  in energy,  health and  technology,  while
financial and industrial cyclical stocks hampered performance.

The rest of the year remains a question mark. There are numerous cross-currents,
including the possibility of further rate increases and the fact that this is an
election year, which make it hard to predict. One thing is for certain, however,
as the various  forces work  against  each other,  the  unusually  high level of
volatility experienced recently will continue.

Regarding the previously  announced  acquisition of REvest by Royce Total Return
Fund,  proxy material is currently being reviewed by the Securities and Exchange
Commission.  I anticipate  sending this material to  shareholders  in September.
Assuming  approval  by a majority of the  outstanding  shares,  the  transaction
should close in October.

While a grand finale is a bit  premature at this point,  this  Manager's  Letter
will likely serve as my last as Portfolio Manager for REvest. I am pleased to be
able to end my tenure with such good  performance.  Once again,  I want to thank
you for  including us in your  portfolio of  investments.  Your support over the
years has been greatly appreciated.

Sincerely,

Jennifer Ebright Goff
Portfolio Manager
President, Ebright Investments, Inc.
August 17, 2000

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

                                       1
<PAGE>

PORTFOLIO SUMMARY
--------------------------------------------------------------------------------
The following  information  provides a "bird's eye" view of the REvest portfolio
as of June 30, 2000. For a more complete  picture,  the Performance  Discussion,
Portfolio of Investments and accompanying financial statements should be read in
their entirety.

<TABLE>
<CAPTION>
PORTFOLIO           Common Stocks:                          MARKET VALUE        % OF NET ASSETS
COMPOSITION                                                 ------------        ---------------
<S>                                                         <C>                    <C>
                      Micro-Caps (under $200M)  ..........  $  1,657,499  ........   10.7%
                      Small-Caps ($200M - $1B)  ..........    10,644,969  ........   68.7%
                      Mid-Caps ($1B - $2B)  ..............     2,038,438  ........   13.2%
                    Convertible Bonds  ...................       799,500  ........    5.2%
                    Cash Equivalents  ....................       383,684  ........    2.5%
                    Liabilities in Excess of Other
                    Assets  ..............................       (43,638) ........   (0.3)%
                                                            ------------            ------
                    Net Assets  ..........................  $ 15,480,452  ........  100.0%
                                                            ============            ======

                                                                                % OF NET ASSETS
                                                                                ---------------
INDUSTRY            Industrial Cyclical  .......................................     19.0%
CONCENTRATION       Energy  ....................................................     11.9%
                    Health  ....................................................     11.4%
                    Financial  .................................................     10.6%
                    Retail  ....................................................     10.6%
                    Technology  ................................................     10.4%
                    Services  ..................................................      8.7%
                    Consumer Products  .........................................      7.8%
                    Real Estate  ...............................................      7.4%
                    Cash Equivalents  ..........................................      2.5%
                    Liabilities in Excess of Other Assets   ....................     (0.3)%


AVERAGE FINANCIAL   Market Capitalization  .....................................   $601.4M
CHARACTERISTICS     P/E Ratio  .................................................     20.9X
OF PORTFOLIO        P/B Ratio  .................................................      2.0X
COMPANIES           Return on Assets  ..........................................      6.6%
                    Return on Equity  ..........................................     13.0%
                    Projected 5-Year EPS Growth Rate  ..........................     14.4%
                    Gross Portfolio Yield  .....................................      2.6%


                                                            MARKET VALUE        % OF NET ASSETS
                                                            ------------        ---------------
TOP TEN EQUITY      1.  IDEXX Laboratories, Inc.  .........  $ 457,500    ........    3.0%
POSITIONS           2.  Barrett Resources Corporation  ....    456,562    ........    2.9%
                    3.  CBRL Group, Inc.  .................    440,625    ........    2.8%
                    4.  Matthews International Corporation     435,000    ........    2.8%
                    5.  St. Mary Land & Exploration, Co.  .    420,625    ........    2.7%
                    6.  Arrow International, Inc.  ........    418,750    ........    2.7%
                    7.  The Toro Company  .................    411,719    ........    2.7%
                    8.  Analogic Corporation  .............    400,000    ........    2.6%
                    9.  CLARCOR, Inc.  ....................    397,500    ........    2.6%
                    10. Invacare Corporation  .............    393,750    ........    2.5%
</TABLE>

                                       2
<PAGE>

PERFORMANCE DISCUSSION                                         REVEST VALUE FUND
--------------------------------------------------------------------------------

The first half of 2000  marked a large  departure  from the  themes  seen in the
prior two  years.  Continuing  the trend  begun in late 1999,  small-cap  stocks
outperformed large-cap stocks. This statement was particularly true in the first
quarter where the Russell 2000 Index  returned 7.1% while the S&P 500 Index only
returned  2.3%.  While both  indices  gave up some of these  gains in the second
quarter,  the  Russell  2000  more  than the S&P 500,  the  Russell  2000  still
prevailed  in the end.  For the first six months,  the Russell 2000 rose 3.0% as
compared to a decline of 0.4% for the S&P 500.

In addition,  value stocks finally  outperformed growth stocks.  Despite a sharp
run in February and early March, growth stocks suffered a serious decline in the
second  quarter due to interest  rate and valuation  concerns.  Value stocks for
their part were fairly  consistent,  garnering small,  but positive,  returns in
both  quarters.  Proving  that the turtle can indeed beat the hare,  the Russell
2000  Value  Index was up 5.9%  through  June 30,  2000,  versus up 1.2% for the
Russell 2000 Growth Index.

REvest, with its small-cap, value orientation, ended the first half up 7.5%. Our
performance was enhanced by our  participation  in the technology,  energy,  and
health  sectors,  while the financial and industrial  cyclical  sectors acted as
more of a drag. We believe the first half's  performance  validated our strategy
of maintaining  relatively equal weightings across industry sectors. It confirms
our  belief  that while we can  determine  value  exists,  we can never time the
realization  of that  value.  Being  broadly  diversified  helps  ensure that we
participate whenever a shift finally occurs.

       COMPARISON OF THE CHANGE IN VALUE OF A $10,000 INITIAL INVESTMENT
                  ON AUGUST 1, 1994* IN THE REVEST VALUE FUND,
                      S&P 500 INDEX AND RUSSELL 2000 INDEX

                               [GRAPHIC OMITTED]

                     -------------------------------------
                                                   6-30-00
                                                   -------
                     REvest Value Fund             $16,629
                     S&P 500 Index                 $35,501
                     Russell 2000 Index            $22,693
                     -------------------------------------

                                      FOR PERIODS ENDED JUNE 30, 2000

                                                                    SINCE
                                 6-MONTHS    1-YEAR     5-YEAR    INCEPTION*
                                 --------    ------     ------    ----------
REvest Value Fund
  average annual total return ..   7.50%     -2.44%      9.22%      8.97%
S&P 500 Index average
  annual total return ..........  -0.43%      7.25%     23.80%     23.86%
Russell 2000 Index average
  annual total return ..........   3.03%     14.32%     14.27%     14.85%

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, an unmanaged index  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.

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

                                       3
<PAGE>

PORTFOLIO OF INVESTMENTS                                       REVEST VALUE FUND
--------------------------------------------------------------------------------
JUNE 30, 2000 (UNAUDITED)

<TABLE>
<CAPTION>
COMMON STOCKS - 92.6%

                     SHARES                                                        COST                VALUE
                     ------                                                        ----                -----
<S>                  <C>       <C>                                             <C>                 <C>
CONSUMER PRODUCTS    30,000    *  Helen of Troy Ltd.  ......................   $    189,375        $   167,812
- 7.8%               20,000       Russ Berrie and Company, Inc.  ...........        302,600            385,000
                     12,500       The Toro Company  ........................        325,750            411,719
                     25,000       Wolverine World Wide, Inc.  ..............        323,500            246,875
                                                                               ------------        -----------
                                                                                  1,141,225          1,211,406
                                                                               ------------        -----------


ENERGY - 11.9%       15,000    *  Barrett Resources Corporation  ...........        394,879            456,562
                     20,000       Berry Petroleum Company, Class A  ........        183,825            340,000
                     10,000       Helmerich & Payne, Inc.  .................        198,142            373,750
                     10,000       Penn Virginia Corporation  ...............        161,861            246,250
                     10,000       St. Mary Land & Exploration Company  .....        186,094            420,625
                                                                               ------------        -----------
                                                                                  1,124,801          1,837,187
                                                                               ------------        -----------


FINANCIAL - 10.6%    25,000       Banknorth Group, Inc.  ...................        161,044            382,813
                     10,000       Chittenden Corporation  ..................        270,600            244,375
                     30,000       Donegal Group, Inc.  .....................        308,986            172,500
                     10,000       Protective Life Corporation  .............        319,600            266,250
                     25,000       Susquehanna Bancshares, Inc.  ............        287,536            356,250
                     10,000       Webster Financial Corporation  ...........        255,625            221,875
                                                                               ------------        -----------
                                                                                  1,603,391          1,644,063
                                                                               ------------        -----------


HEALTH - 11.4%       12,000       Arrow International, Inc.  ...............        240,820            418,750
                     10,000       Diagnostic Products Corporation  .........        276,375            320,000
                     20,000    *  IDEXX Laboratories, Inc.  ................        274,872            457,500
                     15,000       Invacare Corporation  ....................        283,220            393,750
                     20,000       Omnicare, Inc.  ..........................        258,813            181,250
                                                                               ------------        -----------
                                                                                  1,334,100          1,771,250
                                                                               ------------        -----------


INDUSTRIAL           10,000       Aptargroup  ..............................        285,025            270,000
CYCLICALS - 19.0%    10,000       CLARCOR, Inc.  ...........................        266,267            397,500
                     10,000       Greif Bros. Corporation, Class A  ........        216,950            307,500
                     10,000       Kaydon Corporation  ......................        284,628            210,000
                     15,000       LSI Industries, Inc.  ....................        296,406            227,812
                     25,000       M.A. Hanna Company  ......................        339,000            225,000
                     15,000       Matthews International Corporation  ......        340,778            435,000
                     20,000       Regal-Beloit Corporation  ................        340,588            318,750
                     10,000       Teleflex, Inc.  ..........................        174,700            370,625
                     20,000       Wausau-Mosinee Paper Corporation  ........        220,962            171,250
                                                                               ------------        -----------
                                                                                  2,765,304          2,933,437
                                                                               ------------        -----------


REAL ESTATE - 5.7%   10,000       Cousins Properties, Inc.  ................        175,117            385,000
                     10,000       Manufactured Home Communities, Inc.  .....        240,600            239,375
                     20,000       New Plan Excel Realty Trust  .............        291,100            260,000
                                                                               ------------        -----------
                                                                                    706,817            884,375
                                                                               ------------        -----------

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

                                       4
<PAGE>

PORTFOLIO OF INVESTMENTS (CONTINUED)
--------------------------------------------------------------------------------
JUNE 30, 2000 (UNAUDITED)

COMMON STOCKS - 92.6% (Continued)


                     SHARES                                                        COST                VALUE
                     ------                                                        ----                -----
RETAIL - 10.6%       10,000       Applebee's International, Inc. ...........   $    226,573        $   303,125
                     30,000       CBRL Group, Inc.  ........................        340,763            440,625
                     20,000       Claire's Stores, Inc.  ...................        374,794            385,000
                     30,000    *  Stein Mart, Inc.  ........................        270,000            307,500
                     30,000    *  West Marine, Inc.  .......................        309,062            205,312
                                                                               ------------        -----------
                                                                                  1,521,192          1,641,562
                                                                               ------------        -----------


SERVICES - 8.7%      10,000       Chemed Corporation  ......................        323,247            281,875
                     25,000    *  Computer Horizons Corporation  ...........        348,858            335,938
                     15,000       Landauer, Inc.  ..........................        285,587            233,438
                     10,000       National Data Corporation  ...............        326,900            230,000
                     10,000    *  Right Management Consultants, Inc.  ......        325,750            262,500
                                                                               ------------        -----------
                                                                                  1,610,342          1,343,751
                                                                               ------------        -----------


TECHNOLOGY - 6.9%    10,000       Analogic Corporation  ....................        290,000            400,000
                     10,000    *  Dionex Corporation  ......................        324,450            267,500
                     30,000    *  Planar Systems, Inc.  ....................        206,750            388,125
                      1,000       Woodhead Industries  .....................         16,000             18,250
                                                                               ------------        -----------
                                                                                    837,200          1,073,875
                                                                               ------------        -----------

                    TOTAL COMMON STOCKS  ...................................   $ 12,644,372        $14,340,906
                                                                               ------------        -----------
CORPORATE BONDS - 5.2%

     PAR                                                                           COST                VALUE
     ---                                                                           ----                -----
  $300,000      MSC.Software Corporation 7.875% Conv. Sub. Deb.
                 due 8/18/04  ............................................     $    289,611        $   258,750
   300,000      Richardson Electronics Ltd. 8.25% Conv. Sub. Deb.
                due 6/15/06  .............................................          259,500           273,375
   300,000      Sizeler Property Investors, Inc. 8.00% Conv. Sub. Deb.
                due 7/15/03  .............................................          278,250            267,375
                                                                               ------------        -----------

                TOTAL CORPORATE BONDS  ...................................     $    827,361        $   799,500
                                                                               ------------        -----------
MONEY MARKETS - 2.5%

    SHARES
    ------
   383,684      Firstar Stellar Treasury Fund  ...........................     $    383,684        $   383,684
                                                                               ------------        -----------

                TOTAL INVESTMENTS AT VALUE - 100.3%  .....................     $ 13,855,417        $15,524,090
                                                                               ============        -----------

                LIABILITIES IN EXCESS OF OTHER ASSETS - (0.3%)  ..........                            (43,638)
                                                                                                   -----------

                TOTAL NET ASSETS - 100.0%  ...............................                         $15,480,452
                                                                                                   ===========
</TABLE>

* Non-income producing.

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

                                       5
<PAGE>

<TABLE>
<CAPTION>
STATEMENT OF ASSETS AND LIABILITIES
------------------------------------------------------------------------------------------------------------
JUNE 30, 2000 (UNAUDITED)
<S>                                                                          <C>                <C>
ASSETS:             Investments, at value (acquisition cost:  $13,855,417) (Note 2)  .....      $ 15,524,090
                    Receivable for capital shares sold  ..................................                50
                    Interest receivable  .................................................            20,776
                    Dividends receivable  ................................................            26,088
                    Receivable for securities sold  ......................................           144,727
                    Other assets  ........................................................             9,488
                                                                                                ------------
                      Total assets  ......................................................        15,725,219
                                                                                                ------------
LIABILITIES:        Payable to affiliates (Note 5)  ......................................            17,473
                    Dividends payable  ...................................................             4,718
                    Payable for securities purchased  ....................................           208,506
                    Payable for capital shares redeemed  .................................            11,920
                    Other accrued expenses and liabilities  ..............................             2,150
                                                                                                ------------
                      Total liabilities  .................................................           244,767
                                                                                                ------------
                      Net assets..........................................................      $ 15,480,452
                                                                                                ============
NET ASSETS:                                                                                     $ 12,360,191
                    Paid-in capital.......................................................
                    Undistributed net investment income  .................................             2,115
                    Accumulated net realized gains from security transactions  ...........         1,449,473
                    Net unrealized appreciation on investments  ..........................         1,668,673
                                                                                                ------------
                       Net assets  .......................................................      $ 15,480,452
                                                                                                ============
PRICE PER SHARE:    Net asset value, offering and redemption price per share (Note 2)
                    ($15,480,452 / 1,465,883 shares outstanding) .........................      $      10.56
                                                                                                ============

STATEMENTS OF CHANGES IN NET ASSETS
------------------------------------------------------------------------------------------------------------
                                                                              SIX MONTHS           FOR THE
                                                                                 ENDED           YEAR ENDED
                                                                             JUNE 30, 2000       DECEMBER 31,
                                                                              (UNAUDITED)           1999
                                                                             ------------       ------------
INVESTMENT          Net investment income  ..............................    $                  $    257,303
OPERATIONS:                                                                        71,410
                    Net realized gains from security transactions  ......       1,445,187          1,202,089
                    Net change in unrealized appreciation/depreciation
                      on investments  ...................................        (252,606)        (2,126,314)
                                                                             ------------       ------------
                      Net increase (decrease) in net assets from                1,263,991           (666,922)
                      operations  .......................................
                    From net investment income  .........................         (77,709)          (261,710)
DISTRIBUTIONS TO
SHAREHOLDERS:
                    From net realized gains on investments  .............              --           (841,632)
                                                                             ------------       ------------
                      Net decrease in net assets from distributions to
                      shareholders  .....................................         (77,709)        (1,103,342)
                                                                             ------------       ------------
CAPITAL SHARE       Proceeds from shares sold  ..........................         502,751            748,290
TRANSACTIONS        Reinvestment of distributions in shares  ............          68,237            978,647
(NOTE 4):           Payments for shares redeemed  .......................      (3,595,413)        (7,368,201)
                                                                             ------------       ------------
                      Net decrease in net assets from capital share            (3,024,425)        (5,641,264)
                        transactions  ...................................
                                                                             ------------       ------------
                      Total decrease in net assets  .....................      (1,838,143)        (7,411,528)
                                                                             ------------       ------------
NET ASSETS:         Beginning of period  ................................      17,318,595         24,730,123
                                                                             ------------       ------------
                    End of period  ......................................    $ 15,480,452       $ 17,318,595
                                                                             ============       ============
UNDISTRIBUTED NET INVESTMENT INCOME  ....................................    $      2,115       $      8,414
                                                                             ============       ============
</TABLE>

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

                                       6
<PAGE>

<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS
------------------------------------------------------------------------------------------------------------
FOR THE SIX MONTHS ENDED JUNE 30, 2000 (UNAUDITED)
<S>                 <C>                                                                         <C>
INVESTMENT INCOME:  Interest  ...........................................................       $     49,575
                    Dividends  ..........................................................            148,475
                                                                                                ------------
                      Total investment income  ..........................................            198,050
                                                                                                ------------
EXPENSES:           Investment advisory fees (Note 5)  ..................................             84,428
                    Accounting services fees (Note 5)  ..................................             12,000
                    Administrative services fees (Note 5)  ..............................             12,000
                    Transfer agent fees (Note 5)  .......................................              7,500
                    Registration fees  ..................................................              4,673
                    Postage and supplies  ...............................................              4,600
                    Insurance expense  ..................................................              4,356
                    Custodian fees  .....................................................              3,742
                    Printing of shareholder reports  ....................................              3,661
                    Trustees' fees and expenses  ........................................              3,000
                    Pricing costs  ......................................................                642
                                                                                                ------------
                      Total expenses  ...................................................            140,602
                    Fees waived by the Adviser (Note 5)  ................................            (13,962)
                                                                                                ------------
                      Net expenses  .....................................................            126,640
                                                                                                ------------
NET INVESTMENT INCOME  ..................................................................             71,410
                                                                                                ------------
REALIZED AND
UNREALIZED GAIN
(LOSS) ON           Net realized gains from security transactions  ......................          1,445,187
INVESTMENTS:        Net change in unrealized appreciation/depreciation on investments  ..           (252,606)
                                                                                                ------------
                       Net realized and unrealized gains on investments  ................          1,192,581

NET INCREASE IN NET ASSETS FROM INVESTMENT OPERATIONS  ..................................       $  1,263,991
                                                                                                ============

<CAPTION>
FINANCIAL HIGHLIGHTS
-----------------------------------------------------------------------------------------------------------
This table is presented to show  selected data for a share  outstanding  through
each period and to assist shareholders in evaluating the Fund's performance.
                                                    SIX
                                                  MONTHS
                                                   ENDED            FOR THE YEARS ENDED DECEMBER 31,
                                                  JUNE 30,          --------------------------------
                                                   2000
                                                (UNAUDITED)   1999      1998      1997      1996      1995
                                                 ---------   ------    ------    ------    ------    ------
<S>                                                <C>       <C>       <C>       <C>       <C>       <C>
INVESTMENT        Net asset value, beginning of
OPERATIONS:       period  ......................   $ 9.87    $10.88    $13.00    $12.21    $10.73    $ 9.66
                                                   ------    ------    ------    ------    ------    ------
                  Net investment income  .......     0.05      0.14      0.15      0.21      0.21      0.18
                  Net realized & unrealized
                    gain (loss) on investments .     0.69     (0.51)    (1.02)     2.64      2.16      1.38
                                                   ------    ------    ------    ------    ------    ------
                    Total from investment
                    operations  ................     0.74     (0.37)    (0.87)     2.85      2.37      1.56
                                                   ------    ------    ------    ------    ------    ------

DISTRIBUTIONS     From net investment income  ..    (0.05)    (0.14)    (0.15)    (0.19)    (0.21)    (0.17)
TO SHAREHOLDERS:  From net realized gain on
                    investments  ...............       --     (0.50)    (1.10)    (1.87)    (0.68)    (0.32)
                                                   ------    ------    ------    ------    ------    ------
                    Total from distributions to
                    shareholders  ..............    (0.05)    (0.64)    (1.25)    (2.06)    (0.89)    (0.49)
                                                   ------    ------    ------    ------    ------    ------
                  Net asset value, end of
                  period  ......................   $10.56    $ 9.87    $10.88    $13.00    $12.21    $10.73
                                                   ======    ======    ======    ======    ======    ======

RATIOS AND        Total return  ................    7.50%3  (3.32)%   (6.12)%    23.50%    22.27%    16.23%
SUPPLEMENTAL
DATA:
                  Net assets, end of period       $15,480   $17,319   $24,730   $38,886   $42,099   $35,804
                  (000's)  .....................
                  Ratio of net expenses to
                  average net assets1  .........    1.50%2    1.29%     1.30%     1.26%     1.29%     1.30%
                  Ratio of net investment           0.85%2    1.22%     1.20%     1.60%     1.78%     1.73%
                    income to average net
                    assets .....................
                  Portfolio turnover rate  .....      44%2      41%       35%       54%       64%       53%
</TABLE>

1  Absent fee  waivers by the  Adviser,  the ratios of  expenses  to average net
   assets would have been 1.67%2, 1.59% and 1.37% for the periods ended June 30,
   2000, December 31, 1999 and 1998, respectively (Note 5).
2  Annualized
3  Not Annualized.

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

                                       7
<PAGE>

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

1.  ORGANIZATION.  The REvest Value Fund (the "Fund") is a no-load series of The
Winter Harbor Fund (the "Trust"), a diversified  open-end investment  management
company organized as a Delaware business trust.

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

2. SIGNIFICANT  ACCOUNTING  POLICIES.  The following is a summary of the Trust's
significant accounting policies:

Security Valuation.  The Fund's portfolio  securities are valued as of the close
of  business of the  regular  session of trading on the New York Stock  Exchange
(normally  4:00 p.m.,  Eastern  Time).  Securities  traded on a  national  stock
exchange  or quoted by NASDAQ are valued  based  upon the  closing  price on the
principal  exchange  where  the  security  is  traded,  or,  if not  traded on a
particular day, at the closing bid price. U.S. Government obligations are valued
at their most recent bid prices as obtained from one or more of the major market
makers for such  securities.  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.

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 on 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 Firstar Bank,  N.A.  ("Firstar"),  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
Firstar until maturity of the repurchase agreements. Repurchase agreements could
involve  certain  risks in the  event  of  default  or  insolvency  of  Firstar,
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  Tax.  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.

Based upon the federal  income tax cost of portfolio  investments of $13,855,417
for the six months ended June 30, 2000, the Fund had net unrealized appreciation
of $1,668,673,  consisting of gross  unrealized  appreciation  of $3,004,379 and
$1,335,706 of gross unrealized depreciation.

3.  INVESTMENT  TRANSACTIONS.  For the six months ended June 30,  2000,  cost of
purchases and proceeds from sales of portfolio securities, other than short-term
investments, amounted to $3,600,701 and $6,789,862, respectively.

4. CAPITAL  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:

                                                      SIX MONTHS
                                                         ENDED       YEAR ENDED
                                                     JUNE 30,2000   DECEMBER 31,
                                                     (UNAUDITED)        1999
                                                      ----------     ----------
Sold .............................................        48,724         69,802
Reinvested .......................................         6,472         99,773
Redeemed .........................................      (344,369)      (687,422)
                                                      ----------     ----------
Net decrease in shares outstanding ...............      (289,173)      (517,847)
Shares outstanding, beginning of period ..........     1,755,056      2,272,903
                                                      ----------     ----------
Shares outstanding, end of period ................     1,465,883      1,755,056
                                                      ==========     ==========

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

                                       8
<PAGE>

NOTES TO FINANCIAL STATEMENTS  (Continued)                     REVEST VALUE FUND
--------------------------------------------------------------------------------

5. TRANSACTIONS WITH AFFILIATES.  Certain trustees and officers of the Trust are
also officers of Ebright  Investments,  Inc. (the  "Adviser"),  or of Integrated
Fund Services,  Inc. ("IFS"),  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  advisory fee,  computed and accrued  daily and paid  monthly,  at an
annual rate of 1.00% of its average daily net assets.

In order to  voluntarily  reduce  operating  expenses of the Fund during the six
months  ended June 30,  2000,  the  Adviser  waived  $13,962  of its  investment
advisory fees.

Administration  Agreement.  Under the terms of an Administration  Agreement, IFS
supplies  non-investment  related administrative and compliance services for the
Fund. IFS 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, IFS receives a monthly fee from the Fund at an annual rate of 0.09% on
the Fund's average daily net assets up to $100 million;  0.075% of the next $100
million;  and 0.05% of such net assets in excess of $200  million,  subject to a
$2,000 minimum monthly fee.

Transfer Agent Agreement.  Under the terms of a Transfer,  Dividend  Disbursing,
Shareholder Service and Plan Agency Agreement, IFS 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,  IFS receives a monthly fee based on the
number of  shareholder  accounts,  subject to a $1,250  minimum  monthly fee. In
addition,  the Fund pays IFS out-of-pocket  expenses including,  but not limited
to, postage and supplies.

Accounting  Services  Agreement.  Under  the  terms  of an  Accounting  Services
Agreement,  IFS calculates the daily net asset value per share and maintains the
financial  books and records of the Fund.  For these  services,  IFS  receives a
monthly fee, based on current net assets,  of $2,000 from the Fund. In addition,
the Fund pays IFS certain  out-of-pocket  expenses  incurred by IFS in obtaining
valuations of the Fund's portfolio securities.

Underwriting Agreement.  Under the terms of an Underwriting Agreement,  IFS Fund
Distributors,  Inc. (the  "Underwriter")  serves as the exclusive  agent for the
distribution  of the Fund's  shares.  The  Underwriter is an affiliate of IFS 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 six months
ended June 30, 2000, no  shareholder  servicing fees were paid by the Adviser or
reimbursed or accrued by the Fund.

SHAREHOLDER INFORMATION
--------------------------------------------------------------------------------

INVESTMENTS         Questions  concerning the Fund's investments can be directed
                    to Jennifer Goff, the Fund's portfolio  manager,  by calling
                    (800) 277-5573.  We are one of a small number of funds where
                    the manager is available to talk directly to  investors.  If
                    Ms.  Goff is  traveling  she will  return your call when she
                    returns to the office.  We consider our shareholders as true
                    partners with us in the Fund.

GENERAL             Shareholder service  representatives are available to answer
                    questions  about  the Fund or  provide  you with the  Fund's
                    current  literature  by calling  (877)  473-8378  (Option 3)
                    between 8:00 am and 7:00 pm. Automatic  account  information
                    (Option 2) is available 24 hours a day.

E-MAIL              Electronic  correspondence for the  Adviser can  be sent to:
                    [email protected]

                                       9
<PAGE>

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



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