ITEM 77M(I) - MERGERS


An Agreement and Plan of Reorganization  (Reorganization)  between the Banknorth
Large Cap Core Fund (Core Fund),  and the Banknorth  Large Cap Value Fund (Value
Fund),  portfolios of Banknorth Funds, whereby the Core Fund acquired all of the
assets of the Value Fund in exchange for Core Fund shares to be distributed  pro
rata  by the  Value  Fund  to  its  shareholders  in  complete  liquidation  and
termination  of the Value  Fund.  As a result of the  Reorganization,  effective
March 31, 2003, each shareholder of the Value Fund became the owner of Core Fund
shares  having a total net asset value equal to the total net asset value of the
shareholder's holdings in the Value Fund.

The  Agreement  and Plan of  Reorganization  providing  for the  transfer of the
assets of the Value Fund to the Core Fund was  approved by the Board of Trustees
of the Banknorth Funds at their Regular Meeting held on February 13, 2003.

Amended Rule 17a-8 of the Investment  Company Act of 1940, as amended,  makes it
unnecessary to obtain shareholder approval of the Reorganization, so long as the
Board of Trustees  determines that the Reorganization is in the best interest of
each  portfolio  and that the  interests  of the existing  shareholders  of each
portfolio will not be diluted by the Reorganization. Such determination was made
at the Regular  Meeting of the Board of Trustees of the Banknorth  Funds held on
February 13, 2003.