Exhibit 23(d)(i) under Form N-1A
                                              Exhibit 10 under Item 601/Reg. S-K

                            INVESTMENT ADVISORY CONTRACT


     This  Contract  is  made  this  4th day of May,  2001,  between  Stratevest
Investment  Advisors,  a  registered  investment  adviser  and a division of The
Stratevest  Group,  N.A.,  having its principal place of business in Burlington,
Vermont (the "Adviser"),  and Stratevest  Funds,  aNULL Delaware  business trust
having  its  principal  place  of  business  in  Pittsburgh,  Pennsylvania  (the
"Trust").

     WHEREAS the Trust is an open-end management investment company as that term
is defined in the Investment Company Act of 1940, as amended,  and is registered
as such with the Securities and Exchange Commission; and

     WHEREAS Adviser is engaged in the business of rendering investment advisory
and management services.

      NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows:

     1. The Trust hereby appoints Adviser as Investment  Adviser for each of the
portfolios  ("Funds") of the Trust which  executes an exhibit to this  Contract,
and Adviser accepts the  appointments.  Subject to the direction of the trustees
of the  Trust  ("Trustees"),  Adviser  shall  provide  investment  research  and
supervision of the investments of the Funds and conduct a continuous  program of
investment   evaluation  and  of  appropriate  sale  or  other  disposition  and
reinvestment of each Fund's assets.

     2. Adviser, in its supervision of the investments of each of the Funds will
be  guided by each of the  Fund's  investment  objective  and  policies  and the
provisions and restrictions contained in the Declaration of Trust and By-Laws of
the Trust and as set forth in the Registration Statements and exhibits as may be
on file with the Securities and Exchange Commission.

     3. Each Fund shall pay or cause to be paid all of its own  expenses and its
allocable share of Trust expenses,  including,  without limitation, the expenses
of  organizing  the Trust and  continuing  its  existence;  fees and expenses of
Trustees and officers of the Trust;  fees for investment  advisory  services and
administrative personnel and services;  expenses incurred in the distribution of
its shares ("Shares"),  including  expenses of administrative  support services;
fees and expenses of preparing and printing its  Registration  Statements  under
the Securities  Act of 1933 and the Investment  Company Act of 1940, as amended,
and any amendments  thereto;  expenses of registering  and qualifying the Trust,
the Funds, and Shares of the Funds under federal and state laws and regulations;
expenses  of  preparing,   printing,  and  distributing  prospectuses  (and  any
amendments  thereto)  to  shareholders;   interest  expense,  taxes,  fees,  and
commissions  of  every  kind;   expenses  of  issue  (including  cost  of  Share
certificates),   purchase,  repurchase,  and  redemption  of  Shares,  including
expenses  attributable to a program of periodic  issue;  charges and expenses of
custodians,  transfer agents, dividend disbursing agents,  shareholder servicing
agents, and registrars;  printing and mailing costs, auditing,  accounting,  and
legal  expenses;   reports  to  shareholders  and   governmental   officers  and
commissions;  expenses  of  meetings  of  Trustees  and  shareholders  and proxy
solicitations therefor; insurance expenses; association membership dues and such
nonrecurring items as may arise,  including all losses and liabilities  incurred
in administering  the Trust and the Funds. Each Fund will also pay its allocable
share of such extraordinary expenses as may arise including expenses incurred in
connection with litigation, proceedings, and claims and the legal obligations of
the Trust to  indemnify  its  officers  and  Trustees  and agents  with  respect
thereto.

     4. Each of the Funds shall pay to  Adviser,  for all  services  rendered to
each Fund by  Adviser  hereunder,  the fees set forth in the  exhibits  attached
hereto.

     5. The net asset value of each Fund's Shares as used herein will be
calculated to the nearest 1/10th of one cent.

     6. The  Adviser  may from  time to time  and for such  periods  as it deems
appropriate reduce its compensation (and, if appropriate, assume expenses of one
or more of the Funds) to the extent that any Fund's  expenses  exceed such lower
expense  limitation  as the  Adviser  may,  by notice  to the Fund,  voluntarily
declare to be effective.

     7. This  Contract  shall begin for each Fund as of the date of execution of
the  applicable  exhibit and shall  continue in effect with respect to each Fund
presently set forth on an exhibit (and any subsequent Funds added pursuant to an
exhibit during the initial term of this Contract) for two years from the date of
this Contract set forth above and thereafter for successive periods of one year,
subject  to the  provisions  for  termination  and all of the  other  terms  and
conditions  hereof if: (a) such continuation  shall be specifically  approved at
least  annually by the vote of a majority of the Trustees,  including a majority
of the Trustees who are not parties to this  Contract or  interested  persons of
any such party  cast in person at a meeting  called  for that  purpose;  and (b)
Adviser shall not have notified a Fund in writing at least sixty (60) days prior
to the anniversary date of this Contract in any year thereafter that it does not
desire such continuation with respect to that Fund. If a Fund is added after the
first  approval by the  Trustees  as  described  above,  this  Contract  will be
effective  as to that Fund upon  execution  of the  applicable  exhibit and will
continue  in effect  until the next  annual  approval  of this  Contract  by the
Trustees and thereafter for successive  periods of one year, subject to approval
as described above.

     8. Notwithstanding any provision in this Contract,  it may be terminated at
any time with respect to any Fund,  without the payment of any  penalty,  by the
Trustees  or by a vote of the  shareholders  of that  Fund on sixty  (60)  days'
written notice to Adviser.

     9. This  Contract  may not be assigned  by Adviser and shall  automatically
terminate in the event of any  assignment.  Adviser may employ or contract  with
such other person,  persons,  corporation,  or  corporations at its own cost and
expense  as it shall  determine  in  order to  assist  it in  carrying  out this
Contract.

     10. In the absence of willful misfeasance,  bad faith, gross negligence, or
reckless  disregard of the obligations or duties under this Contract on the part
of Adviser,  Adviser  shall not be liable to the Trust or to any of the Funds or
to any  shareholder for any act or omission in the course of or connected in any
way with  rendering  services  or for any losses  that may be  sustained  in the
purchase, holding, or sale of any security.

     11. This  Contract  may be amended at any time by  agreement of the parties
provided that the amendment  shall be approved both by the vote of a majority of
the  Trustees  including a majority of the  Trustees who are not parties to this
Contract or interested persons of any such party to this Contract (other than as
Trustees)  cast in person at a  meeting  called  for that  purpose,  and,  where
required  by Section  15(a)(2)  of the Act, on behalf of a Fund by a majority of
the outstanding voting securities of such Fund as defined in Section 2(a)(42) of
the Act.

     12. The  Adviser  acknowledges  that all sales  literature  for  investment
companies (such as the Trust) are subject to strict  regulatory  oversight.  The
Adviser  agrees to submit any proposed  sales  literature  for the Trust (or any
Fund) or for itself or its affiliates  which mentions the Trust (or any Fund) to
the Trust's  distributor for review and filing with the  appropriate  regulatory
authorities prior to the public release of any such sales literature,  provided,
however,  that nothing  herein shall be construed so as to create any obligation
or duty on the part of the Adviser to produce sales literature for the Trust (or
any Fund). The Trust agrees to cause its distributor to promptly review all such
sales literature to ensure  compliance with relevant  requirements,  to promptly
advise  Adviser  of any  deficiencies  contained  in such sales  literature,  to
promptly file complying sales literature with the relevant  authorities,  and to
cause such sales  literature to be distributed  to prospective  investors in the
Trust.

     13.  Adviser  is  hereby  expressly  put on  notice  of the  limitation  of
liability  as set forth in Article  VII of the  Declaration  of Trust and agrees
that the  obligations  pursuant to this Contract of a particular Fund and of the
Trust with respect to that  particular  Fund be limited  solely to the assets of
that  particular  Fund,  and  Adviser  shall not seek  satisfaction  of any such
obligation  from any other Fund,  the  shareholders  of any Fund,  the Trustees,
officers, employees or agents of the Trust, or any of them.

     14. The parties hereto acknowledge that Banknorth Group, or its subsidiary,
The Stratevest  Group,  N.A., has reserved the right to grant the  non-exclusive
use of  the  name  Stratevest  Funds  or any  derivative  thereof  to any  other
investment   company,   investment   company  portfolio,   investment   adviser,
distributor or other business enterprise, and to withdraw from the Trust and one
or more of the Funds the use of the name Stratevest  Funds.  The name Stratevest
Funds will continue to be used by the Trust and each Fund so long as such use is
mutually agreeable to Banknorth Group, and its subsidiary, The Stratevest Group,
N.A., and the Trust.

     15. This Contract shall be construed in accordance with and governed by the
laws of the Commonwealth of Pennsylvania.

     16.  This  Contract  will become  binding on the parties  hereto upon their
execution of the attached exhibits to this Contract.

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