MENTOR INCOME FUND, INC.
200 Berkeley Street
Boston, Massachusetts 02116
October 6, 2000
Dear Mentor Income Fund Shareholder:
As you know, the Fund's Board of Directors has recommended that you approve a
new investment advisory agreement with U.S. Bank. The Board also has recommended
that you approve a new slate of directors, in order to integrate the Fund into
U.S. Bank's family of funds. A final vote on these matters is scheduled to take
place on October 13, 2000.
You may have received various communications from Karpus Investment Management
requesting that you reject the Board's recommendations, and instead approve
certain proposals being put forth by Karpus. In its proxy materials, Karpus has
stated that, if its investment advisory agreement is approved, it would
recommend to the Board that the Fund take certain actions, including converting
to an open-end fund or repurchasing Fund shares from investors. As an investor
in the Fund who may be depending on the Fund's monthly dividend, you should be
aware that the actions described by Karpus could result in a large portion of
the Fund being paid out, which could make it more difficult to manage the Fund
and to achieve its investment objective. YOUR MONTHLY DIVIDEND COULD BE
AFFECTED.
The Board's recommendation to approve an advisory agreement with U.S. Bank is
based in part on its conclusion that U.S. Bank will provide the Fund with high
quality investment advisory services, and will continue to manage the Fund in
accordance with its objective of paying a high level of current income. The
actions outlined by Karpus would, if implemented, be expensive to the Fund to
administer and disruptive to its management. If you are interested in ensuring
that the Fund continues to be managed with a focus on current income, we urge
you to vote your WHITE proxy card in favor of the proposals listed thereon. Do
NOT sign or return any BLUE proxy card. If you have already signed and returned
the BLUE proxy card, you may revoke that proxy by signing and returning a
later-dated WHITE proxy card. (If you already signed and returned a WHITE proxy
card reflecting votes in favor of the proposals thereon, you need not do
anything further.) If possible, please fax both the front and back of any
newly-completed WHITE proxy card to 1-800-733-1885. Otherwise, please mail it
immediately in the enclosed envelope.
Don't let Karpus scare you into voting for proposals that could significantly
and adversely impact your investment in the Fund. If you have any questions or
assistance in voting your shares, please telephone toll-free 877-504-5025.
Respectfully,
/s/ W. Douglas Munn
W. Douglas Munn
President
Mentor Income Fund, Inc.
