MENTOR INCOME FUND, INC.
200 Berkeley Street
Boston, Massachusetts 02116
October 2, 2000
Dear Mentor Shareholder:
The September 27, 2000 Special Meeting of Shareholders of the Mentor
Income Fund, Inc. (the "Fund"), for which you previously received proxy
materials, has been continued until October 13, 2000 at 2:00 p.m.
I am writing to encourage you to vote the WHITE proxy card approving
the proposals recommended by the Fund's Board of Directors, and to discard the
BLUE proxy card you may have received from Karpus Investment Management.
The Fund's Board again emphasizes to shareholders that it opposes the
Karpus proposals. Your Board believes that:
-- Karpus' primary motivation is self-interest. Karpus has engaged in
a similar proxy contest to become an adviser to a closed-end fund
at least once before. In that case, Karpus sought and obtained for
itself - but not other shareholders a buyout at a premium to the
market price. The Board seeks to serve ALL shareholders' interests.
-- Adoption of the Karpus proposals would be detrimental to your
interests.
- Karpus does not currently manage and to our knowledge has never
managed any mutual funds. Shareholders should be aware that
managing a closed-end bond fund is much different than managing
money for other investors.
- The proposals outlined in Karpus' proxy may, if implemented,
hurt the Fund's ability to maintain its current level of
dividends and otherwise achieve its investment objective.
Furthermore, Institutional Shareholder Services ("ISS"), an independent
proxy consultant, issued a report to its clients recommending that shareholders
vote FOR the Board's recommendations on the WHITE proxy card, including the new
investment advisory agreement with U.S. Bank. ISS recommended that shareholders
discard the BLUE proxy card. ISS is hired by institutional brokerage clients to
interview both sides in a proxy contest and then provide an unbiased
recommendation as to how to vote. ISS recommended a vote FOR the advisory
agreement with U.S. Bank.
Your Board of Directors wishes to maximize the value of your investment
in the Fund. The Board believes that U.S. Bank is an adviser with substantial
experience and expertise in managing closed-end funds and encourages you to
approve U.S. Bank as the Fund's new investment adviser.
Your Board of Directors strongly urges you NOT to sign or return any
BLUE proxy card you may receive from Karpus. 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 to the Fund. Your Board strongly encourages you
to sign and return the enclosed WHITE proxy card.
WE ASK YOU TO JUDGE FOR YOURSELF WHETHER THE INTERESTS OF KARPUS ARE
REALLY THE SAME AS YOURS.
All you need to do at this time is the following:
1. Sign, date and mail the Fund's WHITE proxy card as soon as
possible, or vote in support of the Fund's proposals by fax at
1-800-733-1885.
2. DO NOT sign or return any BLUE proxy card you may receive
from Karpus, even as a protest vote against Karpus.
3. If you have already returned Karpus' blue proxy card, you may
revoke that proxy by signing and returning a later-dated WHITE
proxy card to the Fund
4. If your shares are held in "Street-Name", please consult your
broker or your financial institution. Please be sure that the
person responsible for your account votes your shares by
directing him or her to execute on your behalf a WHITE proxy
card and return it to the Fund.
It is important that your shares be voted, no matter how many or how
few shares you own, and we urge you to voice your opposition to Karpus by voting
FOR the Fund's proposals on the WHITE proxy card.
Thank you for your careful attention to the issues, and for your
continued trust in and support of the Fund. If you have any questions or need
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.
<PAGE>
EVERY SHAREHOLDER'S VOTE IS IMPORTANT!
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH PROPOSAL.
PLEASE VOTE, SIGN, DATE AND PROMPTLY RETURN
YOUR PROXY IN THE ENCLOSED ENVELOPE TODAY!
Please detach at perforation before mailing.
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MENTOR INCOME FUND, INC.
PROXY FOR THE MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 27, 2000
The undersigned, revoking all Proxies heretofore given, hereby appoints
Catherine E. Foley, Sally E. Ganem, Maureen E. Towle and Beth K. Werths or any
of them as Proxies of the undersigned, with full power of substitution, to vote
on behalf of the undersigned all shares of Mentor Income Fund, Inc. (the "Fund")
that the undersigned is entitled to vote at the special meeting of shareholders
of the Fund to be held at 10:00 a.m. on September 27, 2000 at the offices of the
Evergreen Funds, 200 Berkeley Street, 26th Floor, Boston, Massachusetts 02116
and at any adjournments thereof, as fully as the undersigned would be entitled
to vote if personally present.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS PROXY. If joint
owners, EITHER may sign this Proxy. When signing as attorney, executor,
administrator, trustee, guardian, or custodian for a minor, please give your
full title. When signing on behalf of a corporation or as a partner for a
partnership, please give the full corporate or partnership name and your title,
if any.
Date , 2000
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Signature(s) and Title(s), if applicable
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF MENTOR
INCOME FUND, INC. THIS PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT TO
THE ACTION TO BE TAKEN ON THE FOLLOWING PROPOSALS. THE SHARES REPRESENTED HEREBY
WILL BE VOTED AS INDICATED OR FOR THE PROPOSALS IF NO CHOICE IS INDICATED. THE
BOARD OF DIRECTORS OF THE FUND RECOMMENDS A VOTE FOR THE PROPOSALS. PLEASE MARK
YOUR VOTE BELOW IN BLUE OR BLACK INK. DO NOT USE RED INK. EXAMPLE: X
FOR AGAINST ABSTAIN
1. To approve a new investment advisory [ ] [ ] [ ]
agreement between the Fund and U.S.
Bank National Association.
FOR
ALL NOMINEES WITHHOLD
LISTED AUTHORITY
(*except as
noted at left)
2. To elect members of the Board of [ ] [ ]
Directors of the Fund to hold office
until their successors are duly elected
and qualified.
(01) Robert J. Dayton (02) Roger A. Gibson (03) Andrew M. Hunter III
(04) Leonard W. Kedrowski (05) John M. Murphy, Jr. (06) Robert L. Spies
(07) Joseph D. Strauss (08) Virginia L. Stringer
*INSTRUCTIONS: To withhold authority to vote for any individual nominee, write
that nominee's name or number on the line provided below.
FOR AGAINST ABSTAIN
3. To approve the amendment to Article I of [ ] [ ] [ ]
the Fund's Restated and Amended
Articles of Incorporation changing
the name of the Fund to American
Income Fund Inc.
FOR AGAINST ABSTAIN
4. To approve the amendment to Article II [ ] [ ] [ ]
of the Fund's Restated and Amended
Articles of Incorporation deleting
Section 2 thereof.
FOR AGAINST ABSTAIN
5. To ratify the selection of KPMG LLP as [ ] [ ] [ ]
independent accountants.
FOR AGAINST ABSTAIN
6. To consider and vote upon such other [ ] [ ] [ ]
matters as may properly come before
said meeting or any adjournments
thereof.
