MENTOR INCOME FUND, INC. KARPUS MANAGEMENT, INC.
200 Berkeley Street d/b/a KARPUS INVESTMENT MANAGEMENT
Boston, Massachusetts 02116 14 A Tobey Village Park
Pittsford, N.Y. 14534
October 17, 2000
Dear Mentor Income Fund Shareholders:
We are pleased to report that Mentor Income Fund, Inc. ("Mentor") and
Karpus Investment Management ("Karpus") have reached an agreement regarding the
proposed transaction between Mentor and U.S. Bank National Association ("U.S.
Bank").
Specifically, the Board of Directors of Mentor has authorized and
agreed to take the following measures:
1. Mentor will make a tender offer, open to all shareholders, to
purchase twenty percent (20%) of the outstanding shares of Mentor, at
one hundred percent (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 five percent (5%) during the twelve (12)
calendar weeks preceding February 1, 2003, Mentor will make a tender
offer, open to all shareholders, to purchase an additional ten percent
(10%) of the outstanding shares of Mentor, at one hundred percent
(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 named investment advisor to Mentor) would support and
recommend such action, Karpus is withdrawing its solicitation in opposition to
Mentor's proposals to the shareholders. Therefore, Karpus is hereby notifying
all shareholders who have appointed Karpus as its proxy that Karpus will not
exercise the powers granted under such proxies. Accordingly, if such
shareholders wish to vote on the proposals they must appoint another proxy or
attend the meeting in person.
In connection with the foregoing, Mentor has included a WHITE Proxy
card with this letter and urges shareholders to take this opportunity to approve
the proposals regarding the transaction between Mentor and U.S. Bank.
Sincerely,
/s/ W. Douglas Munn /s/ George W. Karpus
W. Douglas Munn George W. Karpus
President President
Mentor Income Fund, Inc. Karpus Management, Inc.
