SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. 7)
Mentor Income Fund, Inc.
(MRF)
(Name of Issuer)
Common Stock
(Title of Class of Securities)
587204108
(CUSIP Number)
George W. Karpus, President
Karpus Management, Inc. d/b/a
Karpus Investment Management
14 Tobey Village Office Park
Pittsford, New York 14534
(716) 586-4680
(Name, Address, and Telephone Number of Person Authorized to Receive Notices
and Communications)
November 6, 2000
(Date of Event which Requires Filing of this Statement)
If the person has previously filed a statement on Schedule 13G to report the
Acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1 (b) (3) or (4), check the following box. [x]
(Page 1 of 5 pages)
There are no Exhibits.
ITEM 1 Security and Issuer
Common Stock
Evergreen Investment Services, Inc.
Mentor Income Fund
200 Berkley St., 21st Floor
Boston, MA 12116-5034
ITEM 2 Identity and Background
a) Karpus Management, Inc. d/b/a Karpus Investment Management
("KIM")
George W. Karpus, President, Director and Controlling Stockholder
JoAnn VanDegriff, Vice President and Director
Sophie Karpus, Director
b) 14 Tobey Village Office park
Pittsford, New York 14534
c) Principal business and occupation - Investment Management for
individuals, pension and profit sharing plans, corporations,
endowments, trust and others, specializing in conservative asset
management (i.e. fixed income investments).
d) None of George W. Karpus, JoAnn VanDegriff, or Sophie Karpus
("the Principals") or KIM has been convicted in the past five years of
any criminal proceeding (excluding traffic violations).
e) During the last five years non-of the principals or KIM has been a party
to a civil proceeding as a result of which any of them is subject to a
judgment, decree or final order enjoining future violations of or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
f) Each of the Principals is a United States citizen.
KIM is a New York corporation.
ITEM 3 Source and Amount of Funds or Other Considerations
KIM, an independent investment advisor, has accumulated shares of MRF
on behalf of accounts that are managed by KIM ("the Accounts") under
limited powers of attorney. All funds that have been utilized in making
such purchases are from such Accounts.
ITEM 4 Purpose of Transaction
The special meeting of shareholders was adjourned on October 13, 2000
and was scheduled to reconvene on October 23, 2000. On October 17,
2000 and letter to shareholders and proxy announced that Mentor
Income Fund and Karpus Investment Management had reached an
agreement regarding the proposed transaction between Mentor and U.S.
Bank National Association. The Board of Directors of Mentor authorized
and agreed to take the following measures:
1. Mentor will make a tender offer, open to all shareholders, to purchase
20% of the outstanding shares of Mentor, at 100% of net asset value,
less any expenses of the tender offer, during April 2001; and
2. If the average discount between Mentor's market price and net asset
value per share exceeds 5% during the 12 calendar weeks preceding
February 1, 2003, Mentor will make a tender offer, open to all
shareholders, to purchase an additional 10% of the outstanding shares
of Mentor, at 100% of net asset value, less any expenses of the tender
offer during April 2003 and upon the board determining at that time
that the tender offer continues to be in the best interest of the Fund's
shareholders
In light of this agreement by Mentor and after receiving assurances that
U.S. Bank (if names investment advisor to Mentor) would support and
recommend such action, Karpus withdrew its solicitation in opposition
to all shareholders who have appointed Karpus as its proxy that Karpus
will not exercise the powers granted under such proxies.
This was considered by Karpus to be a major victory for all Fund
shareholders and an excellent compromise for the parties involved.
Karpus wishes to thank all the shareholders that supported its'
efforts in this difficult endeavor and making this mutual concession
possible
ITEM 5 Interest in Securities of the Issuer
a) As of the date of this Report, KIM owns 848,980 shares, which
represents 7.18% of the outstanding Shares. Sophie P. Karpus,
(Director of KIM) presently owns 800 shares purchased on November 24,
1998 at a price of $8.68 per share. Karpus Investment Management Profit
Sharing Plan presently owns 675 shares purchased on July 31, 2000 at a
price of $7.6875 per share (100 shares), August 14, 2000 at $7.75 per
share (150 shares), and October 17 at $8.088 per share (100 shares),
October 18 at $8.0741 per share (100 shares) and at $8.0625 per share
(100 shares), and October 25 & 31, 2000 at $8.0625 per share (125
shares). None of the other Principals presently owns shares.
b) KIM has the sole power to dispose of and to vote all of such Shares
under limited powers of attorney.
c) The first open market purchase occurred on December 13, 1993 as
previously reported. Open market purchases for the last 60 days for
the Accounts. There have been no dispositions and no acquisitions,
other than by such open market purchases, during such period unless
indicated.
DATE
SHARES
PRICE PER
DATE
SHARES
PRICE PER
SHARE
SHARE
8/1/00
3000
7.75
10/17/00
68500
8.088
8/8/00
-100
7.8125
10/17/00
6400
8.0977
8/14/00
25450
7.75
10/17/00
7500
8
8/15/00
2500
7.75
10/17/00
15000
8.125
10/18/00
59100
8.0741
10/18/00
18400
8.0625
10/23/00
7850
8.125
10/24/00
20700
8.125
10/25/00
18000
8.0625
10/25/00
-367
8.0625
10/25/00
2500
8.125
10/26/00
2800
8.0625
10/26/00
-300
8.125
10/27/00
6000
8.0625
10/31/00
20400
8.0625
The Accounts have the right to receive all dividends from, any proceeds
from the sale of the Shares. KIM reserves the right to further accumulate
or sell shares. None of the Accounts has an interest in shares constituting
more than 5% of the Shares outstanding.
ITEM 6 Contracts, Arrangements, Understandings, or Relationships with Respect
to Securities of the Issuer.
Except as described above, there are no contracts, arrangements,
understandings or relationships of any kind among the Principals and KIM
and between any of them and any other person with respect to any of MRF
securities.
ITEM 7 Materials to be Filed as Exhibits
See the attached Exhibit.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete,
and correct.
Karpus Management, Inc.
November 6, 2000 By:________________________
Date Signature
George W. Karpus, President
Name/Title
