Rule 24f-2 Notice for
The Mentor Funds
File No. 33-45315
1. Fiscal year for which notice is filed 10/1/94-9/30/95
2. The number or amount of securities of the same
class or series, if any, which has been registered
under the Securities Act of 1933, other than
pursuant to Rule 24f-2 but which remained unsold
at the beginning of the Registrant's fiscal year. 0
3. The number or amount of securities, if any,
registered during such fiscal year other than
pursuant to Rule 24f-2. 0
4. The number or amount of securities sold during
such fiscal year (see attached Computation of Fee). 12,554,562
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5. The number or amount of securities sold during
such fiscal year in reliance upon registration
pursuant to Rule 24f-2 (see attached Computation
of Fee). 12,554,562
<PAGE>
The Mentor Funds
COMPUTATION OF FEE
1. Actual aggregate sales price of Registrant's securities sold
pursuant to Rule 24f-2 during the fiscal year for which the
24f-2 notice is filed. $179,280,648
2. Reduced by the difference between:
(a) actual aggregate redemption or repurchase price of
such securities redeemed or repurchased by the
issuer during the fiscal year for which the 24f-2
notice is filed; and $232,088,548
(b) actual aggregate redemption or repurchase price of
such redeemed or repurchased securities previously
applied by the issuer pursuant to Section 24e-2(a)
for the fiscal year for which the 24f-2 notice is
filed. $0
Amount previously applied during fiscal year: $0
Available credit: $232,088,548
Amount of available credit applied in this notice: $179,280,648
Total amount upon which the fee calculation specified in Section
6(b) of the Securities Act of 1933 is based $0
FEE SUBMITTED (1/29 OF 1% OF Total Amount) $0
<PAGE>
A copy of the Declaration of Trust of The Mentor Funds (the "Trust") is on
file with the Secretary of State of the Commonwealth of Massachusetts, and
notice is hereby given that this instrument is executed on behalf of the Trust
by an officer of the Trust as an officer and not individually and the
obligations of the Trust arising out of this Agreement are not binding upon any
of the trustees, officers, or shareholders of the Trust individually but are
binding only upon the assets and property of the Trust.
Pursuant to the requirements of the Investment Company Act of 1940, the
Trust has caused this notice to be signed on its behalf by the undersigned duly
authorized person.
Date: November 28, 1995 By: /s/ TERRY L. PERKINS
Terry L. Perkins
Treasurer
<PAGE>
November 28, 1995
The Mentor Funds
901 East Byrd Street
Richmond, Virginia 23219
Ladies and Gentlemen:
We are furnishing this opinion in connection with your filing with the
Securities and Exchange Commission of a notice (the "Notice") pursuant to Rule
24f-2 under the Investment Company Act of 1940, as amended, relating to your
registration of an indefinite number of shares of beneficial interest of The
Mentor Funds (the "Trust") pursuant to the Securities Act of 1933, as amended,
and making definite the registration of 12,554,562 shares of beneficial interest
(the "Shares"), of which 10,597,601 shares (the "Mentor Shares") were issued by
the Trust, and 1,956,961 shares (the "Mentor Series Trust Shares") were issued
by Mentor Series Trust. On May 30, 1995, four series of shares of beneficial
interest of Mentor Series Trust were reorganized into newly created portfolios
of the Trust, which succeeded to all of the assets and liabilities, and to the
continuing operations of, each of those four series.
We have examined copies of (i) your Declaration of Trust as on file at the
office of the Secretary of State of The Commonwealth of Massachusetts, which
provides for an unlimited number of authorized shares of beneficial interest,
(ii) resolutions of your Trustees, which provide for the issue and sale by the
Trust of the Mentor Shares, (iii) the Agreement and Declaration of Trust of
Mentor Series Trust as on file at the office of the Secretary of State of The
Commonwealth of Massachusetts, which provides for an unlimited number of
authorized shares of beneficial interest, and (iv) the Bylaws of Mentor Series
Trust, which provide for the issue and sale by the Trust of the Mentor Series
Trust Shares. We have also examined (a) a copy of the Notice, and (b)
certificates of the Treasurer of the Trust and of the Treasurer of Mentor Series
Trust stating that all of the Shares were recorded as issued and that the
appropriate consideration therefor was received by the Trust or Mentor Series
Trust, as the case may be, as provided in the resolutions of your Trustees or
the Bylaws of Mentor Series Trust, as the case may be.
We assume that appropriate action has been taken to register or qualify
the sale of the Shares under any applicable state and federal laws regulating
offerings and sales of securities, and that the Notice will be timely filed
with the Securities and Exchange Commission.
We were not involved in the organization of the Trust, and understand
that you were represented by other counsel in respect of the organization of
the Trust. We have assumed for purposes of this opinion that the Trust is a
duly established and validly existing unincorporated voluntary association
with transferable shares under Massachusetts law (commonly known as a
"Massachusetts business trust") and that the interpretation and enforcement
of each provision of the Declaration of Trust will be governed by the laws of
The Commonwealth of Massachusetts.
<PAGE>
Based upon the foregoing, we are of the opinion that:
1. The Trust is authorized to issue an unlimited number of shares of
beneficial interest, and, prior to May 30, 1995, Mentor Series Trust was
authorized to issue an unlimited number of shares of beneficial interest.
2. The Mentor Shares were validly issued and were fully paid and
nonassessable by the Trust, and the Mentor Series Trust Shares were validly
issued and were fully paid and nonassessable by Mentor Series Trust.
Each of the Trust and Mentor Series Trust is organized as an entity of the
type commonly known as a "Massachusetts business trust". Under Massachusetts
law, shareholders of a Massachusetts business trust could, under certain
circumstances, be held personally liable for the obligations of the trust.
However, the Agreement and Declaration of Trust of Mentor Series Trust
disclaims shareholder liability for acts or obligations of Mentor Series Trust
and the Declaration of Trust of the Trust disclaims liability of any shareholder
solely by reason of his being or having been a shareholder for any debt, claim,
action, demand, suit, proceeding, judgment, decree, liability or obligation
of any kind, against, or with respect to, the Trust. Each of such Declaration
of Trust and Agreement and Declaration of Trust requires in substance that
notice of such disclaimer be given in agreements or obligations entered into
by or on behalf of the respective trust and provides for indemnification out
of the property of the particular series of shares for all liabilities incurred
by any shareholder of that series held personally liable for the obligations
of that series solely by reason of his being or having been a shareholder.
Thus, the risk of a shareholder's incurring financial loss on account of
shareholder liability is limited to circumstances in which that series of
shares itself would be unable to meet its obligations.
We consent to this opinion accompanying the Notice.
Very truly yours,
Ropes & Gray
