CAMBRIDGE SERIES TRUST
N-30D, 1995-06-01
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<PAGE>

THE MENTOR FUNDS

MANAGERS' COMMENTARY

MENTOR/CAMBRIDGE GROWTH PORTFOLIO
MENTOR CAPITAL GROWTH PORTFOLIO
  Advised by Commonwealth Advisors, Inc.

        The recent decline in interest rates sparked the initial stock rally
that gained momentum through-out the quarter as under-invested managers
succumbed to the pressure to be in the market.  The S&P 500* gained more
than 9% in the first quarter, the best showing since early 1991.

The S&P 500 meaningfully outpaced every other broad index.  The general
uncertainty stemming from the current economic transition kept investors focused
principally on the largest, most liquid and highest quality stocks.  In other
words, while investors felt the pressure to be in the market, an uncertain
economic outlook steered them into the "safe" stocks. This flight to quality
explains the strong relative performance of the S&P 500, which is dominated by
larger companies.

The recent rise in the stock market has returned the S&P 500 to a more
reasonable valuation given current interest rates and inflation.  During periods
of moderate inflation, these stocks have averaged a level of 15 to 16 times
their earnings.  These stocks now trade at an average of 15.5 times their
current earnings.  This basket of stocks appears -- on average -- to be fairly
valued.

The combined earnings of the companies of the S&P 500 have cycled around a
long-term growth trend of approximately 7%.  After falling well behind the
growth trend by 1991, earnings have more than fully recovered.  Looking forward,
we believe the surge in corporate earnings over the past three years has led
analysts to be too optimistic about future results. Ignoring the fact that the
economy is a series of ups and downs, the analyst community traditionally
projects recent trends forward into the future.  For example, analysts are now
forecasting -- as a group -- average 1996 earnings of $42 for the companies in
the S&P 500.  We believe that, given the increase in interest rates and its
moderating effect on the economy, such an aggregate level of earnings for these
companies is improbable.  In our opinion, the majority of companies will not
meet earnings expectations over the next two years.

In this environment the key equity performance criteria will be earnings
stability and visibility -- distinctions that favor our "quality-growth"
approach. Investors are beginning once again to recognize growth companies'
superior sustainable earnings growth.  Given our conviction that these companies
are much better prepared to meet expectations, we believe this recent strength
can continue.

John G. Davenport
PORTFOLIO MANAGER

 *THE STANDARD & POOR'S 500 INDEX (S&P 500) IS AN UNMANAGED,
MARKET-VALUE WEIGHTED INDEX OF 500 WIDELY-HELD COMMON STOCKS.



<PAGE>

THE MENTOR FUNDS

MANAGERS' COMMENTARY

MENTOR QUALITY INCOME PORTFOLIO
 Advised by Commonwealth Advisors, Inc.

        On April 12, 1995, the Cambridge Government Income Portfolio
changed its name to Mentor Quality Income Portfolio.  The Portfolio will
be managed by Commonwealth Advisors, Inc. and will target the 7-year
Treasury in determining its level of interest-rate-risk.  However,
unlike a Treasury, the Portfolio's net asset value (NAV) is not
guaranteed and will fluctuate in value.

Average credit quality will remain high in the Portfolio; 80% of the total
assets must be invested in securities rated "A" or better, with the remaining
20% rated at least BBB.  This compares with the previous credit policy requiring
65% of the assets be invested in government or agency securities, but allowing
35% to be invested in BBB rated securities.  Allowing the Portfolio to diversify
assets across all of the high quality sectors of the bond market, should, over
time, help to reduce the Portfolio's risk and at the same time improve total
returns.

We believe that the outlook for the bond market for the balance of 1995 is
reasonably good.  The Federal Reserve Bank has aggressively acted to contain
inflation, and the economy is showing signs of a slowdown.  The bond market has
also received encouraging news on the budget deficit; both the House of
Representatives and the Senate have introduced budget resolutions that lead to a
balanced budget by the year 2002.  This optimistic news must be tempered in part
by the tremendous rally that has already occurred during 1995.  We will have to
wait and see whether lower interest rates will reignite the economic expansion.
Should growth pick up and interest rates increase, we would view it as a short-
term situation.  The Fed proved in 1994 that it is serious about eliminating
inflation as a threat to the U.S. economy, and low inflation ultimately means
low interest rates.

Charles W. Grant                                               P. Michael Jones
Portfolio Manager                                              Portfolio Manager




                                 COMMONWEALTH'S
                              BOND FUND PHILOSOPHY

At Commonwealth we follow two primary principals when managing
bond funds:

OUR FIRST PRIORITY IS RISK MANAGEMENT.

   We seek to ensure that portfolio risk is held within a reasonable range
   around the targeted risk level. Our intention is to provide net asset value
   performance consistent with client expectations; an NAV that should go up as
   expected in good markets, and decline no more than should be expected in bad
   markets.

SECOND, WE SEEK AN ATTRACTIVE COMBINATION OF INCOME AND GOOD RELATIVE NAV
PERFORMANCE.

   Commonwealth attempts to balance an investor's desire for added
   income with the need to provide good NAV performance.  Although
   generating income is the primary objective of Mentor's bond funds, we
   view that objective in a long-term context. Ultimately, good NAV
   performance translates into a higher level of total income for long-term
   investors.



<PAGE>

THE MENTOR FUNDS

MANAGERS' COMMENTARY

MENTOR MUNICIPAL INCOME PORTFOLIO
 Sub-advised by Van Kampen American Capital

        The fixed-income markets moved in a rather large range over the
last six months as they tried to digest various economic releases, and
wrestled with dollar-related problems.  The 30-year US Treasury bond
contract hit a low of 94 27/32 on November 11 and a high of 104 30/32 on
March 27.  The Municipal Bond Index* had a slightly wider range, with a
low of 80 26/32 and a high of 91 24/32.  The market traded off as
inflation fears were prevalent in November. Subsequent economic numbers
indicated that the Federal Reserve's actions might, in fact, cause the
economy to experience a much discussed "soft landing," with slow growth
and low inflation.

The municipal market had a very light supply of new issues in 1994, down
45% when compared to 1993, and this trend appears to be continuing in 1995.
This light supply caused spreads between high-and low-quality bonds to be
extremely narrow.  We purchased higher-quality bonds because we felt that we
were not being compensated for taking on additional credit risk. We also
purchased 15-to 20-year maturities and "cushion" bonds because these bonds were
yielding 85-90% of long bonds, but had only 65 to 75% of the price volatility.
We anticipate that this strategy will continue over the short term.  If credit
spreads start to widen and approach more historical levels, we may start to look
at purchasing lower-quality bonds. 

We expect the market to take a bit of a breather in the second quarter, but to
resume its upward bias, with a target of 6 3/4 to 7% on the 30-year US Treasury.
Municipal supply will continue to be a dominant topic through 1995.


David C. Johnson                                               William V. Grady
Portfolio Manager                                              Portfolio Manager

 * THE MUNICIPAL BOND INDEX IS ADJUSTED TO REFLECT REINVESTMENT OF DIVIDENDS ON
SECURITIES IN THE INDEX.  IT IS NOT ADJUSTED TO REFLECT SALES CHARGES OR OTHER
EXPENSES.  YOU CAN NOT INVEST IN THE INDEX.

ALTERNATIVE MINIMUM TAXES MAY APPLY.  CONSULT YOUR TAX ADVISOR.


<PAGE>

THE MENTOR FUNDS

MANAGERS' COMMENTARY

MENTOR INCOME & GROWTH  PORTFOLIO
 Sub-Advised by Wellington Management Company

        Returns in the US equity and fixed-income markets surged sharply
over the past six months.  These returns came as welcome news to
investors who experienced the disappointing returns of 1994.  The U.S.
equity market, represented by the S&P 500 Index*, returned 9.7% during
the first quarter of 1995, and 9.7% for the past six months.  U.S.
bonds, as measured by the Lehman Brothers Aggregate Index*, returned
5.0% for the first quarter and 5.4% over the last six months.

As of March 31, 1995, the Portfolio reflects our neutral stance to relative
valuations between the equity and fixed-income markets, with a 58% weighting in
equities, 36% in fixed-income securities, and a small weighting in cash.

EQUITY HOLDINGS

Wellington Management Company emphasizes value when investing on behalf
of the Portfolio.  We seek companies that provide an above-average
total return which is available at a low price-earnings ratio.  Even
though the stock market has surged to record levels, corporate earnings
have risen in tandem.  Therefore, the stock market's price to earnings
ratio remains near its historical average.

We believe that investors have underestimated the current earnings
strength of value-oriented cyclical companies, especially those driven
by international demand.  We continue to build positions in the energy
sector, primarily domestic gas producers, because we believe that energy
prices will recover, as world oil and gas production is nearing capacity
and exploration activity is not increasing rapidly enough to meet
long-term demand.

BOND HOLDINGS

Since our last report, the Federal Reserve has increased short-term
interest rates several times, slowing economic growth.  In our view
interest rates are still attractive because inflation has been, and is
likely to remain, moderate when compared with market yields.  The
majority of the fixed-income holdings of the portfolio are in Treasury
securities, which currently offer good value. Corporate bonds are
generally overvalued, particularly for issuers with low investment-grade
quality ratings. Most of our corporate bond holdings are therefore
concentrated in the high quality sector of the market. Mortgage
valuations are fair and we expect to re-establish positions in GNMA
issues with yields at current rates.

Arnold C. Schneider, III                               Paul D. Kaplan
EQUITY                                                 FIXED-INCOME
PORTFOLIO MANAGER                                      PORTFOLIO MANAGER


 *THE STANDARD & POOR'S 500 INDEX (S&P 500) IS AN UNMANAGED, MARKET-VALUE
WEIGHTED INDEX OF 500 WIDELY-HELD COMMON STOCKS.  THE LEHMAN BROTHERS AGGREGATE
INDEX IS MADE UP OF THE GOVERNMENT/CORPORATE INDEX, THE MORTGAGE-BACKED
SECURITIES INDEX, AND THE ASSET-BACKED SECURITIES INDEX.


<PAGE>

THE MENTOR FUNDS

MANAGERS' COMMENTARY

MENTOR PERPETUAL GLOBAL PORTFOLIO
 Advised by Mentor Perpetual Advisors

        Mentor Perpetual Advisors, based in Henley-on-Thames, England,
is the new manager for the Mentor Perpetual Global Portfolio.  Founded
in 1974, Perpetual manages over $6 billion worldwide and is well-known
as a leader in global investing.

In April, Perpetual assumed responsibility for managing the Mentor Perpetual
Global Portfolio.  The company is founded on the belief that investors should
diversify and invest in countries all over the world, including the United
States.

A key factor to fund managers' success in this strategy is their ability to
invest in the countries that present the best opportunity at any given time.
Following research, technology, and benchmark comparisons, our Asset Allocation
Committee meets monthly - more frequently when necessary - to determine which
world markets appear most attractive and we allocate assets accordingly. When
determining which countries' markets look most attractive, we also consider how
our management teams in each country have performed relative to benchmarks and
to our competition.


EUROPE/ UK
55% OF THE PORTFOLIO*

The recent upward struggle in the European markets has an unconvincing feel to
it.  The unexpected cut in German interest rates and a recovery in the dollar
have been the main factors contributing to the market's gentle upward movement.
While these factors are not sufficient to inspire a strong bull market, the
recent onset of bond market stability will hopefully limit the downside for
European equities. 

With authorities anxious to keep inflation under control, the UK monetary 
environment has tightened as the economic recovery continues.  The
UK stock market has made progress this year as investors wait for a clear
indication that interest rates have peaked.  If rates decrease to lower than
anticipated as we suspect they will, useful gains can be expected, given the
market's current relatively modest valuation.


FAR EAST
22% OF THE PORTFOLIO*

Asian markets continue to trade nervously and inconsistently, despite the
positive influence of US interest rates and Wall Street at a record high.  The
Japanese Government's recent package of measures to stabilize the Yen is
disappointing.  With the Yen at a current premium to the US Dollar, the economy
is likely to be pushed back into recession causing the corporate profits
recovery of the past six months to be aborted.  Although interest rates are
coming down, the Japanese stock market is unlikely to make any headway until
investors become convinced that the peak in the Yen has been seen.  The
composite regional picture is one of high absolute economic and earnings growth,
less threatening interest rates, and valuations which have come down
considerably.  Markets represent good value and tend to be oversold, but an
absence of positive stimuli suggests a continued sideways trading pattern.


AMERICA
17% OF THE PORTFOLIO*

A theme of improving performance is still apparent in the US stock market and we
continue with a positive outlook.  The impact of the Mexican aid package and a
slowing of the US economy combined to weaken the



<PAGE>

dollar; however, given signs that interest rates have peaked, and the
possibility of rate cuts on the horizon, we see increased potential for a strong
stock market.  In this situation smaller companies will be the first to improve
after a year of lagging behind mainstream stocks.

LATIN AMERICA
1% OF THE PORTFOLIO*

It appears that Latin America has weathered the worst of the recent turbulence
in its markets.  For the past month these regional markets have enjoyed a period
of stable trading, with a gradual upwards trend based on decent volumes.  Peru
and Chile remain the most steady markets, while some concern exists over
Argentina regarding its banking sector risk.  Structural reforms in Brazil could
lead to positive movements in this market.  In Mexico officials have announced a
new monetary policy which has slowly begun to instill investor confidence in
selected sectors in this country.

Markets around the world operate under different rules. At Perpetual, we
recognize this and do not restrict our managers to a specific investment style.
Each investment team has complete autonomy with regard to portfolio strategy and
investment style so that they can best take advantage of the growth
opportunities that exist in their region of the world.  It is each team's charge
to research the markets and invest in companies that they believe should
increase in value over time.  While this strategy seems logical, it has been a
unique feature that distinguishes us from our competition.

We believe that this strategy will serve Mentor investors well and we at
Perpetual look forward to putting our skills to work on your behalf.


Scott S. McGlashan
PORTFOLIO MANAGER
HEAD OF JAPANESE INVESTMENTS


*AS OF MAY 12, 1995


INVESTORS NEED TO KEEP IN MIND THAT INVESTMENTS OUTSIDE THE UNITED STATES
ARE SUBJECT TO SOME ADDITIONAL CONSIDERATIONS, INCLUDING CURRENCY FLUCTUATIONS,
POLITICAL AND SOCIAL INSTABILITY, DIFFERING SECURITIES REGULATIONS AND
ACCOUNTING STANDARDS, POSSIBLE CHANGES IN TAXATION, AND PERIODS OF ILLIQUIDITY.


<PAGE>

PERFORMANCE COMPARISONS

MENTOR/CAMBRIDGE GROWTH PORTFOLIO

COMPARISON OF CHANGE IN VALUE OF A HYPOTHETICAL
$10,000 PURCHASE IN MENTOR/CAMBRIDGE GROWTH
PORTFOLIO CLASS A AND CLASS B SHARES AND S&P 500+.


Points
  Date       A Shares        B Shares      S&P 500

  4/29/92      9,450          10,000       10,000
  9/30/92      9,417           9,965       10,140
  9/30/93     11,141          11,700       11,139
  9/30/94      9,799          10,240       11,230
  3/31/95     10,440          10,874       12,320

Return
1 Year         (2.86%)          1.05%
Inception       1.43%           2.83%

                 AVERAGE ANNUAL TOTAL RETURNS AT 3/31/94
                      INCLUDING SALES CHARGES

                               1 Year   Since Inception*
Class A Shares                 (2.86%)       1.43%
Class B Shares                  1.05%        2.83%



PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT RETURN
AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED, THEY MAY BE
WORTH MORE OR LESS THAN ORIGINAL COST.  MUTUAL FUNDS ARE NOT OBLIGATIONS OF OR
QUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.


 *  Reflects operations of Mentor/Cambridge Growth Portfolio Class A
    and Class B Shares from the date of initial public investment 4/29/92
    through 3/31/95.
**  Represents a hypothetical investment of $10,000 in
    Mentor/Cambridge Growth Portfolio Class A Shares, after deducting
    the maximum sales charge of 5.50% ($10,000 investment minus
    $550 sales charge = $9,450). The Class A Shares' performance
    assumes the reinvestment of all dividends and distributions.
*** Represents a hypothetical investment of $10,000 in
    Mentor/Cambridge Growth Portfolio Class B Shares. Class B Shares
    are charged a redemption fee of 1.00% on any redemption less than
    1 year from the purchase date. The Class B Shares' performance
    assumes the reinvestment of all dividends and distributions.
+   The S&P 500 is adjusted to reflect reinvestment of dividends on secu-
    rities in the index. The S&P 500 is not adjusted to reflect sales loads,
    expenses, or other fees that the SEC requires to be reflected in the
    Portfolio's performance.


PERFORMANCE COMPARISONS

MENTOR CAPITAL GROWTH PORTFOLIO

COMPARISON OF CHANGE IN VALUE OF A HYPOTHETICAL
$10,000 PURCHASE IN MENTOR CAPITAL GROWTH PORTFOLIO
CLASS A AND CLASS B SHARES AND S&P 500+.

Points
  Date       A Shares     B Shares       S&P 500

  4/29/92      9,450       10,000        10,000
  9/30/92      9,525       10,061        10,140
  9/30/93     10,306       10,818        11,139
  9/30/94     10,165       10,601        11,230
  3/31/95     10,921       11,402        12,320

Return
1 Year        4.15%        8.37%
Inception     2.97%        4.26%


                AVERAGE ANNUAL TOTAL RETURNS AT 3/31/94
                         INCLUDING SALES CHARGES
                             1 Year    Since Inception*

Class A Shares               4.15%       2.97%
Class B Shares               8.37%       4.26%

PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT RETURN
AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED, THEY MAY BE
WORTH MORE OR LESS THAN ORIGINAL COST.  MUTUAL FUNDS ARE NOT OBLIGATIONS OF OR
QUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.

 *  Reflects operations of Mentor Capital Growth Portfolio Class A and
    Class B Shares from the date of initial public investment 4/29/92
    through 3/31/95.
**  Represents a hypothetical investment of $10,000 in Mentor Capital
    Growth Portfolio Class A Shares, after deducting the maximum sales
    charge of 5.50% ($10,000 investment minus $550 sales charge =
    $9,450). The Class A Shares' performance assumes the reinvestment
    of all dividends and distributions.
*** Represents a hypothetical investment of $10,000 in Mentor Capital
    Growth Portfolio Class B Shares. Class B Shares are charged a
    redemption fee of 1.00% on any redemption less than 1 year from
    the purchase date. The Class B Shares' performance assumes the rein-
    vestment of all dividends and distributions.
+   The S&P 500 is adjusted to reflect reinvestment of dividends on secu-
    rities in the index. The S&P 500 is not adjusted to reflect sales loads,
    expenses, or other fees that the SEC requires to be reflected in the
    Portfolio's performance.


<PAGE>

PERFORMANCE COMPARISONS

MENTOR QUALITY INCOME PORTFOLIO

COMPARISON OF CHANGE IN VALUE OF A HYPOTHETICAL
$10,000 PURCHASE IN MENTOR QUALITY INCOME PORTFOLIO
CLASS A AND CLASS B SHARES AND MERRILL LYNCH 5-YEAR
TREASURY INDEX+.

Points
  Date         A Shares     B Shares     5 Year Treasury

  4/29/92       9,525        10,000         10,000
  9/30/92       9,846        10,324         10,946
  9/30/93      10,378        10,826         11,869
  9/30/94      10,035        10,405         11,354
  3/31/95      10,502        10,790         11,769

Return
1 Year         (1.35%)        1.95%
Inception       1.43%         2.56%

             AVERAGE ANNUAL TOTAL RETURNS AT 3/31/94
                   INCLUDING SALES CHARGES
                            1 Year    Since Inception*

Class A Shares              (1.35%)     1.43%
Class B Shares               1.95%      2.56%

PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT RETURN
AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED, THEY MAY BE
WORTH MORE OR LESS THAN ORIGINAL COST.  MUTUAL FUNDS ARE NOT OBLIGATIONS OF OR
QUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.

 *  Reflects operations of Mentor Quality Income Portfolio Class A and
    Class B Shares from the date of initial public investment 4/29/92
    through 3/31/95.
**  Represents a hypothetical investment of $10,000 in Mentor Quality
    Income Portfolio Class A Shares, after deducting the maximum sales
    charge of 4.75% ($10,000 investment minus $475 sales charge =
    $9,525). The Class A Shares' performance assumes the reinvestment
    of all dividends and distributions.
*** Represents a hypothetical investment of $10,000 in Mentor Quality
    Income Portfolio Class B Shares. Class B Shares are charged a
    redemption fee of 1.00% on any redemption less than 1 year from
    the purchase date. The Class B Shares' performance assumes the rein-
    vestment of all dividends and distributions.
+   The Merrill Lynch 5-Year Treasury Index is adjusted to reflect rein-
    vestment of dividends on securities in the index. The Merrill Lynch 5-
    Year Treasury Index is not adjusted to reflect sales loads, expenses, or
    other fees that the SEC requires to be reflected in the Portfolio's per-
    formance.

MENTOR MUNICIPAL INCOME PORTFOLIO

COMPARISON OF CHANGE IN VALUE OF A HYPOTHETICAL
$10,000 PURCHASE IN MENTOR MUNICIPAL INCOME
PORTFOLIO CLASS A AND CLASS B SHARES AND LEHMAN
MUNICIPAL BOND INDEX+.

Points                                     Lehman Municipal
  Date          A Shares       B Shares        Bond Index

  4/29/92       9,525          10,000         10,000
  9/30/92      10,034          10,528         10,846
  9/30/93      11,639          12,136         12,874
  9/30/94      11,101          11,512         12,436
  3/31/95      11,649          12,060         13,124

Return
1 Year           1.19%           4.69%
Inception        5.22%           6.44%


               AVERAGE ANNUAL TOTAL RETURNS AT 3/31/94
                         INCLUDING SALES CHARGES
                       1 Year    Since Inception*

Class A Shares          1.19%        5.22%
Class B Shares          4.69%        6.44%

 PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT
 RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED, THEY MAY
 BE WORTH MORE OR LESS THAN ORIGINAL COST.  MUTUAL FUNDS ARE NOT OBLIGATIONS OF
 OR QUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.

 *  Reflects operations of Mentor Municipal Income Portfolio Class A
    and Class B Shares from the date of initial public investment 4/29/92
    through 3/31/95.
**  Represents a hypothetical investment of $10,000 in Mentor
    Municipal Income Portfolio Class A Shares, after deducting the maxi-
    mum sales charge of 4.75% ($10,000 investment minus $475 sales
    charge = $9,525). The Class A Shares' performance assumes the rein-
    vestment of all dividends and distributions.
*** Represents a hypothetical investment of $10,000 in Mentor
    Municipal Income Portfolio Class B Shares. Class B Shares are
    charged a redemption fee of 1.00% on any redemption less than 1
    year from the purchase date. The Class B Shares' performance
    assumes the reinvestment of all dividends and distributions.
+   The Lehman Municipal Bond Index is adjusted to reflect reinvestment
    of dividends on securities in the index. The Lehman Municipal Bond
    Index is not adjusted to reflect sales loads, expenses, or other fees that
    the SEC requires to be reflected in the Portfolio's performance.


<PAGE>

PERFORMANCE COMPARISONS

MENTOR INCOME & GROWTH PORTFOLIO

COMPARISON OF CHANGE IN VALUE OF A HYPOTHETICAL
$10,000 PURCHASE IN MENTOR INCOME & GROWTH
PORTFOLIO CLASS A AND CLASS B SHARES AND S&P 500+
AND SHEARSON LEHMAN AGGREGATE BOND INDEX+.

Points
  Date         A Shares      B Shares     S&P 500*      SLAGG*

  5/31/93        9,450         10,000      10,000       10,000
  9/30/93        9,928         10,506      10,244       10,446
  9/30/94       10,578         11,101      10,328       10,109
  3/31/95       10,932         11,431      11,331       10,659

Return
1 Year            2.74%          6.88%
Inception         4.94%          7.37%

                    AVERAGE ANNUAL TOTAL RETURNS AT 3/31/94
                            INCLUDING SALES CHARGES

                          1 Year        Since Inception*
Class A Shares            2.74%               4.94%
Class B Shares            6.88%               7.37%

PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT
RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED,
THEY MAY BE WORTH MORE OR LESS THAN ORIGINAL COST. MUTUAL FUNDS ARE
NOT OBLIGATIONS OF OR GUARANTEED BY ANY BANK AND ARE NOT FEDERALLY
INSURED.

  * Reflects operations of Mentor Income & Growth Portfolio Class A and
    Class B Shares from the date of initial public investment 5/9/93
    through 3/31/95. The date of initial public investment was May 24,
    1993. Performance begins May 31, 1993 to show competitive data.
 ** Represents a hypothetical investment of $10,000 in Mentor Income &
    Growth Portfolio Class A Shares, after deducting the maximum sales
    charge of 5.50% ($10,000 investment minus $550 sales charge = $9,450).
    The Class A Shares' performance assumes the reinvestment of all
    dividends and distributions.
*** Represents a hypothetical investment of $10,000 in Mentor Income &
    Growth Portfolio Class B Shares. Class B Shares are charged a redemption
    fee of 1.00% on any redemption less than 1 year from the purchase
    date. The Class B Shares' performance assumes the reinvestment of all
    dividends and distributions.
+   The Shearson Lehman Aggregate Bond Index and S&P 500 are adjusted to
    reflect reinvestment of dividends on securities in the indices. The
    Shearson Lehman Aggregate Bond Index and S&P 500 are not adjusted to
    reflect sales loads, expenses, or other fees that the SEC requires
    to be reflected in the Portfolio's performance.

PERFORMANCE COMPARISONS

MENTOR PERPETUAL GLOBAL PORTFOLIO

COMPARISON OF CHANGE IN VALUE OF A HYPOTHETICAL
$10,000 PURCHASE IN MENTOR PERPETUAL GLOBAL
PORTFOLIO CLASS A AND CLASS B SHARES AND MORGAN
STANLEY CAPITAL INTERNATIONAL+.

Points
  Date        A Shares       B Shares     MSCI World Gross Index

  3/30/94     9,450          10,000                     10,000
  9/30/94     9,487           9,883                     10,545
  3/31/95     9,313           9,764                     10,985

Return
1 Year        (6.80%)         (3.31%)
Inception     (6.33%)         (2.17%)

                    AVERAGE ANNUAL TOTAL RETURNS AT 3/31/94
                            INCLUDING SALES CHARGES

                               1 Year            Since Inception*
Class A Shares                 (6.80)%              (6.33)%
Class B Shares                 (3.31)%              (2.17)%

PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT
RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED,
THEY MAY BE WORTH MORE OR LESS THAN ORIGINAL COST. MUTUAL FUNDS ARE
NOT OBLIGATIONS OF OR GUARANTEED BY ANY BANK AND ARE NOT FEDERALLY
INSURED.

  * Reflects operations of Mentor Perpetual Global Portfolio Class A and
    Class B Shares from the date of initial public investment 3/29/94
    through 3/31/95.
 ** Represents a hypothetical investment of $10,000 in Mentor Perpetual
    Global Portfolio Class A Shares, after deducting the maximum sales
    charge of 5.50% ($10,000 investment minus $550 sales charge =
    $9,450). The Class A Shares' performance assumes the reinvestment
    of all dividends and distributions.
*** Represents a hypothetical investment of $10,000 in Mentor Perpetual
    Global Portfolio Class B Shares. Class B Shares are charged a
    redemption fee of 1.00% on any redemption less than 1 year from the
    purchase date. The Class B Shares' performance assumes the reinvestment
    of all dividends and distributions.
+   The Morgan Stanley Capital International is adjusted to reflect
    reinvestment of dividends on securities in the index. The Morgan
    Stanley Capital International is not adjusted to reflect sales
    loads, expenses, or other fees that the SEC requires to be reflected
    in the Portfolio's performance.

<PAGE>

MENTOR/CAMBRIDGE GROWTH FUND
PORTFOLIO OF INVESTMENTS
MARCH 31, 1995 (UNAUDITED)

                                   PERCENT OF
                                   NET ASSETS    SHARES     VALUE

COMMON STOCKS                        99.83%

BASIC MATERIALS                       6.83%
 Air Products & Chemicals, Inc.                    8,000    $ 417,000
 Alco Standard Corporation                         9,000      652,500
 Monsanto Company                                  6,500      521,625
 Newell Company                                   26,000      663,000
 Nucor Corporation                                 3,000      166,500
 Scott Paper Company*                              1,500      134,063
                                                            2,554,688

CAPITAL GOODS & CONSTRUCTION          5.46%
 Boeing Company                                    2,500      134,688
 Emerson Electric Company                          8,900      591,850
 General Electric Company                         15,500      838,938
 Grainger, Inc.                                    4,500      283,500
 WMX Technologies, Inc.                            7,000      192,500
                                                            2,041,476

CONSUMER CYCLICAL                    15.48%
 Ann Taylor Stores, Inc.*                          7,700      286,825
 CUC International, Inc.*                          6,900      268,238
 Duracell International, Inc.                      3,500      156,625
 Franklin Quest Company*                          11,500      362,250
 Home Depot, Inc.                                 17,300      765,525
 Manpower, Inc.                                   19,500      626,437
 McDonald's Corporation                           10,000      341,250
 Office Depot, Inc.*                              10,800      268,650
 Promus Companies, Inc.                            9,500      356,250
 Starbucks Corporation*                           14,000      336,000
 The Walt Disney Company                          10,000      533,750
 Viacom, Inc.-Class B*                             7,909      353,928
 Viking Office Products, Inc.*                     9,000      279,000
 Wal-Mart Stores, Inc.                            33,600      856,800
                                                            5,791,528
CONSUMER STAPLES                     15.89%
 Abbott Laboratories                              22,100      787,312
 Campbell Soup Company                             8,800      425,700
 Coca Cola Company                                14,000      791,000
 Colgate Palmolive Company                         6,100      402,600
 Conagra, Inc.                                    11,000      364,375
 CPC International, Inc.                           5,000      270,625
 Gillette Company                                  5,000      408,125
 Pepsico, Inc.*                                    4,000      156,000
 Philip Morris Companies, Inc.                     9,900      645,975
 Procter & Gamble Company                         12,000      795,000
 Sara Lee Corporation*                            16,100      420,613
 Seagram Company, Limited*                         6,000      190,500
 UST, Inc.                                         9,000      285,750
                                                            5,943,575
ENERGY                                2.23%
 Enron Corporation                                16,900      557,700
 Mobile Corporation                                3,000      277,875
                                                              835,575
FINANCIAL                            11.70%
 American International Group, Inc.*               3,700      385,725
 Boatmen's Bancshares, Inc.                       13,000      393,250
 Conseco, Inc.                                     3,300      131,588
 First Financial Management Corp.                 10,000      722,500
 First USA, Inc.                                  12,100      508,200
 General RE Corporation                            3,400      448,800
 MBNA Corporation                                 23,500      681,500
 MGIC Investment Corporation                      15,900      647,925
 Nationsbank Corporation                           9,000      456,750
                                                            4,376,238
HEALTH                               15.70%
 Columbia HCA Healthcare Corp.                    10,000      430,000
 Idexx Laboratories, Inc.*                         5,000      207,500
 Integrated Health Services, Inc.*                 8,500      321,937
 Johnson & Johnson                                15,000      892,500
 Lilly (Eli) & Company*                            3,000      219,375
 Medtronic, Inc.                                   9,600      666,000
 Merck & Company, Inc.*                           20,000      852,500
 Pfizer, Inc.                                      4,000      343,000
 R.P. Scherer Corporation                          4,800      241,200



<PAGE>

 Schering Plough Corporation                       6,600      490,875
 United Healthcare Corporation                     7,500      350,625
 US Healthcare, Inc.                               6,500      287,625
 Value Health, Inc.*                               6,500      248,625
 Warner Lambert Company                            4,100      320,825
                                                            5,872,587

TECHNOLOGY                           17.52%
 3COM Corporation*                                 7,200      407,700
 Adobe Systems, Inc.*                              3,000      148,500
 AMP Inc.*                                        11,000      396,000
 AT&T Corporation                                 10,400      538,200
 Cisco Systems, Inc.*                              3,000      114,375
 Compuware Corporation*                           10,000      370,000
 First Data Corporation                            7,600      394,250
 General Motors Corporation - Class E             10,400      404,300
 Hewlett Packard Company                           4,000      481,500
 Informix Corporation*                            10,000      343,750
 Intel Corporation*                                2,500      212,188
 LDDS Communications, Inc.                         6,000      140,250
 Linear Technology Corporation                     7,000      392,000
 Loral Corporation                                 6,000      255,000
 Microsoft Corporation*                            5,000      355,625
 Motorola, Inc.                                    6,000      327,750
 Reynolds & Reynolds Company                      10,000      275,000
 Silicon Graphics, Inc.*                          15,000      532,500
 Tellabs, Inc.*                                    8,000      466,000
                                                            6,554,888

TRANSPORTATION & SERVICES             1.64%
 Kansas City Southern Industries, Inc.             5,800      235,625
 Wisconsin Central Transport*                      7,900      376,238
                                                              611,863

MISCELLANEOUS                         2.85%
 Corning Inc.*                                    12,000      432,000
 Flour Corporation*                                5,000      241,250
 Service Corporation International*               14,000      392,000
                                                            1,065,250


FOREIGN SECURITIES                    4.53%
 AAlberts Industries                                 400     $ 21,053
 Amada Company, Ltd.                               5,000       53,053
 Astra AB A-F                                      1,500       39,840
 Atlas Copco AB                                    2,800       33,769
 British Petroleum Company                         8,440       58,801
 Carrefour Supermarch                                 60       30,325
 DBS Land                                          4,000       10,655
 DDI Corporation                                       6       51,843
 Ericsson                                          1,295       80,460
 Gambro AB                                         1,600       18,646
 Genting Berhad                                    2,000       18,029
 Glaxo PLC                                         3,000       34,396
 Greencore Group PLC                               3,000       20,541
 Hagemeyer NV                                        300       25,146
 Honda Motors Company                              3,000       51,152
 Keiyo Company                                     2,000       22,926
 Keppel Corporation                                5,000       40,383
 Koninklijke Van Ommeren                             600       20,741
 Kyocera Corporation                               1,000       74,424
 Lloyds Bank PLC                                   2,400       24,009
 Manweb PLC                                        2,500       26,187
 Matsushita Electric                               3,000       48,387
 Marui Company, Ltd.                               2,000       31,567
 Nestle                                               30       29,284
 Nokia AB                                            433       63,109
 Omron Corporation                                 2,000       39,401
 Polygram NV                                         600       33,294
 Reed International PLC                            3,500       44,051
 Repsol SA                                         1,400       39,747
 Road Builder Holdings                             2,200        7,089
 Roche Holding AG-GEN                                 10       57,774
 Sandvik AB B-F                                      645       10,226
 Sanyo Shinpan Finance Company                       600       47,143
 Sharp Corporation                                 3,000       48,733
 Singapore Press Holdings                          1,000       16,932
 Sumitomo Bank                                     2,000       42,627
 Sumitomo Corporation                              3,000       27,304
 Tabcorp Holdings, Ltd.                            7,900       16,026
 Technology Resources Industries                   4,900       14,046
 Telewest Communications                           1,000        2,777
 Tesco PLC                                         5,000       21,680


<PAGE>


 TNT Ltd.                                         12,300       16,092
 Tokyo Electron, Ltd.                              3,000       91,244
 Unilever NV                                         160       20,980
 Veba AG                                             200       72,555
 Vodafone Group PLC                               16,462       53,068
 Wai Kee Holdings                                 52,000        8,339
 Waterford Wedgewood                              21,000       18,058
 Wolter Kluwer                                       225       17,354
                                                            1,695,266

TOTAL COMMON STOCKS
(COST $32,332,447)                                         37,342,934

TOTAL INVESTMENTS
(COST $32,332,447)                   99.83%                37,342,934

OTHER ASSETS LESS LIABILITIES         0.17%                    63,976

NET ASSETS                          100.00%               $37,406,910

* Non-income producing.

SEE NOTES TO FINANCIAL STATEMENTS.

MENTOR CAPITAL GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
MARCH 31, 1995 (UNAUDITED)
                                   PERCENT OF
                                   NET ASSETS    SHARES      VALUE

COMMON STOCKS                        90.80%

CAPITAL GOODS & CONSTRUCTION         10.15%
 Boeing Company*                                  17,000    $ 915,875
 Brown Boveri & Cie                                  800      760,424
 Browning Ferris Industries, Inc.                 30,000    1,020,000
 McDonnell Douglas Company*                       10,000      557,500
 PPG Industries, Inc.                             20,000      755,000
 Raytheon Company                                 17,000    1,238,875
 United Technologies Corporation                  10,000      691,250
                                                            5,938,924

CONSUMER CYCLICAL                    16.59%
 Capital Cities/ABC                               11,000      970,750
 Carnival Corporation                             50,000    1,168,750
 Harcourt General, Inc.                           20,000      780,000
 Home Depot, Inc.                                 25,000    1,106,250
 LVMH Moet Hennessy                                4,000      786,816
 Marriott International, Inc.                     31,500    1,094,625
 Nike Inc. / B*                                   11,500      858,187
 Staples, Inc.*                                   14,000      369,250
 Starbucks Corporation                            20,000      480,000
 The Walt Disney Company*                         20,000    1,067,500
 Viacom, Inc.- Class B*                           23,000    1,029,250
                                                            9,711,378

CONSUMER STAPLES                     10.06%
 Abbott Laboratories                              30,000    1,068,750
 Astra AB                                         25,000      663,997
 CPC International Industries*                    15,000      811,875
 Gillette Company*                                10,000      816,250
 Merck & Company, Inc.                            28,000    1,193,500
 Philip Morris Companies, Inc.                    20,500    1,337,625
                                                            5,891,997

ENERGY                               11.98%
 Amoco Corporation*                               20,000    1,272,500
 British Petroleum PLC, ADS+                       9,000      754,875
 Chevron Corporation                              12,500      600,000
 Dresser Industries, Inc.                         50,000    1,062,500
 Enron Corporation                                25,000      825,000



<PAGE>

 Mobil Corporation                                14,000    1,296,750
 Royal Dutch Petroleum Company                    10,000    1,200,000
                                                            7,011,625

FINANCIAL                             1.48%
 First Financial Management Corp.*                12,000      867,000

HEALTH                               11.05%
 American International*                          10,000    1,042,500
 CIGNA Corporation*                               17,500    1,308,125
 Columbia/HCA Healthcare Corp.                    29,000    1,247,000
 Coram Healthcare Corporation                     10,000      253,750
 Humana Inc.                                      37,500      960,938
 United Healthcare Company*                       15,000      701,250
 Value Health Inc.*                               25,000      956,250
                                                            6,469,813

TECHNOLOGY                           21.55%
 3Com Corporation*                                10,000      566,250
 Archer Daniels Company*                          33,750      628,594
 Bay Network, Inc.                                21,500      792,812
 Cisco Systems, Inc.*                             22,500      857,813
 Computer Associates International, 
   Inc.                                           15,000      890,625
 Compuware Corporation                            17,500      647,500
 Emerson Electric Company*                        15,000      997,500
 Ericsson Telecommunication Company               10,000      618,125
 General Motors Corporation - Class E             22,000    1,190,750
 Hewlett Packard Company                           6,500      782,438
 Intel Corporation*                                7,500      636,563
 Motorola Inc.*                                   14,000      764,750
 Parametric Technology Corporation*               10,000      400,000
 Perkin-Elmer Corporation                         15,000      436,875
 Philips Electronics Holdings Company             20,000      682,500
 Sun Microsystems, Inc.                           22,500      781,875
 Xerox Corporation                                 8,000      939,000
                                                           12,613,970

UTILITIES                             3.30%
 Ameritech Corporation                            27,500    1,134,375
 Royal PTT Nederland                              22,500      798,246
                                                            1,932,621

MISCELLANEOUS                         4.64%
 ITT Corporation                                  10,000   $1,026,250
 Nabisco Holdings Corporation                     25,000      715,625
 Smithkline Beecham-A*                            26,000      975,000
                                                            2,716,875

TOTAL COMMON STOCKS
(COST $47,299,787)                                         53,154,203

PREFERRED STOCKS                      0.62%

Nokia AB (cost $202,825)                           2,500      364,372

SHORT-TERM INVESTMENTS                9.75%

COMMERCIAL PAPER                      7.40%

Abbott Labs, 5.96%, 5/3/95                    $  243,000      241,793
Mcdonald's, 6.00%, 4/10/95                     1,500,000    1,498,250
Wal-Mart Discount Stores,
6.10%, 4/13/95                                 1,295,000    1,292,806
Warner Lambert, 5.98%, 4/24/95                 1,305,000    1,300,447

TOTAL COMMERCIAL PAPER                                      4,333,296

U.S. GOVERNMENT AGENCY                2.35%

Federal National Mortgage
Association, 6.00%, 4/3/95                     1,375,000    1,375,000

TOTAL SHORT-TERM INVESTMENTS
(COST $5,708,296)                                           5,708,296

TOTAL INVESTMENTS
(COST $53,210,908)                  101.17%                59,226,871

OTHER ASSETS LESS LIABILITIES        (1.17%)                 (687,327)

NET ASSETS                          100.00%               $58,539,544

* Non-income producing.
+ American Depository Receipts.

SEE NOTES TO FINANCIAL STATEMENTS.



<PAGE>

MENTOR QUALITY INCOME PORTFOLIO
PORTFOLIO OF INVESTMENTS
MARCH 31, 1995 (UNAUDITED)
                             PERCENT OF    PRINCIPAL
                             NET ASSETS     AMOUNT          VALUE
LONG-TERM INVESTMENTS          95.81%

U.S. GOVERNMENT
AND FEDERAL AGENCIES           62.25%

FEDERAL HOME LOAN
MORTGAGE CORPORATION           18.22%
10.00%, 3/1/21                            $ 1,387,326    $ 1,473,909
6.75%, 5/15/21                              3,000,000      2,704,680
7.38%, 7/1/21                               2,961,602      2,906,072
7.43%, 12/1/21                                992,123        976,156
9.50%, 12/1/22                                694,510        725,110
CMO, IO, 9.98%, 7/15/06                        48,390      1,073,814
CMO, IO, 11.66%, 7/15/07                       46,606        694,736
IO, REMIC, 4.60%, 12/15/08                  6,545,152        196,355
IO, REMIC, 6.50%, 6/15/16                   8,160,412        973,512
CMO, IO, 11.65%, 11/15/16                     104,389      2,026,647
IO, REMIC, 7.00%, 5/15/23                  17,098,277      3,052,309
                                                          16,803,300

FEDERAL NATIONAL MORTGAGE
ASSOCIATION                     1.89%
11.00%, 12/1/20                               402,598        437,322
IO, 7.00%, 3/25/14                          5,152,317        359,455
IO, 4.85%, 1/25/24                          5,243,373        199,494
IO, 4.00%, 3/25/24                         17,013,494        745,670
                                                           1,741,941

FEDERAL NATIONAL MORTGAGE
ASSOCIATION - REMIC             6.96%
8.00%, 1991 Class 155ZA,
 2/25/17                                    2,805,807      2,798,793
6.15%, 1993 Class 160AG,
 12/25/20                                   2,000,000      1,833,120
6.50%, 1993 Class 189PK,
 3/25/22                                    2,000,000      1,788,120
                                                           6,420,033

GOVERNMENT NATIONAL MORTGAGE
ASSOCIATION                    33.09%
12.00%, 12/15/12 - 5/15/15                  2,806,268      3,143,020
11.50%, 2/15/13 - 6/20/19                     531,357        582,283
10.50%, 5/20/14 - 6/15/19                   2,529,923      2,715,626
11.00%, 1/15/16 - 6/15/21                   2,702,190      2,959,656
6.50%, 8/20/22 - 11/15/23                   2,286,960      2,150,207
9.00%, 1/15/28                              2,835,730      2,911,926
9.50%, 9/15/10 - 1/15/28                    4,999,101      5,205,314
8.75%, 1/15/28 - 5/15/28                    4,383,516      4,399,955
10.00%, 5/15/24 - 7/15/28                   4,009,461      4,260,508
9.75%, 2/15/29                              2,057,516      2,184,568
                                                          30,513,063
TREASURY SECURITIES             2.09%
U.S. Treasury Note, 6.38%,
 1/15/00                                    1,980,000      1,924,006

TOTAL U.S. GOVERNMENT AND
FEDERAL AGENCIES                                          57,402,343

CORPORATE BONDS                18.93%

CONSUMER NON-DURABLES           3.92%
RJR Nabisco, Inc., 8.30%,
 4/15/99                                    3,600,000      3,618,000

FINANCE                         4.78%
Banesto Finance, 7.31%, 4/25/03             1,000,000      1,002,900
Salamon, Inc., 6.87% - 9.00%,
 7/1/95 - 11/21/96                          3,400,000      3,400,769
                                                           4,403,669

TRANSPORTATION                  5.97%
American Airlines, 9.78%,
 11/26/11                                   5,000,000      5,506,565

UTILITIES                       1.10%
Long Island Lighting, 8.75%,
 5/1/96                                     1,000,000      1,014,528

MISCELLANEOUS                   3.16%
BRW Real Estate Operating
 Company, 5.69%, 12/1/98
 (3/24/94, $1,189,483) (a) (b)              1,192,464      1,189,111
General Motors Acceptance
 Corporation, 8.13%, 1/27/97                1,700,000      1,723,137
                                                           2,912,248

                                      
<PAGE>

TOTAL CORPORATE BONDS                                   $ 17,455,010

COLLATERALIZED MORTGAGE
OBLIGATIONS                    12.38%
Prudential Home Mortgage
 Securities Corporation, Series
 1992-34, 6.50%, 11/25/07                 $ 3,000,000   $  2,882,790
Prudential Home Mortgage
 Securities Corporation, Series
 1993-15, 11.50%, 5/25/08                   3,208,481      3,395,977
Resolution Trust Corporation,
 Series 1992-C5, 6.90%, 5/25/22 (a)         1,586,817      1,514,915
Resolution Trust Corporation,
 Series 1992-C1, 8.80%, 8/25/23 (a)         2,927,286      2,964,794
Sears Mortgage Securities
 Corporation, Series 1992-9,
 7.15%, 10/25/21 (a)                          647,678        656,887

TOTAL COLLATERALIZED MORTGAGE
OBLIGATIONS                                               11,415,363

MORTGAGES                       2.25%
Chase Mortgage Finance
 Corporation, IO, Series 1994-F,
 2.50%, 3/25/25                            10,511,000        664,328
Prudential Home Mortgage
 Securities Corporation, IO,
 Series 1993-63, 6.75%, 1/25/24             4,451,111        911,525
Residential Funding Mortgage
 Securities, IO, 6.50%, 3/25/09             2,912,931        505,446
TOTAL MORTGAGES                                            2,081,299

TOTAL LONG-TERM INVESTMENTS
(COST $90,608,302)                                        88,354,015

SHORT-TERM INVESTMENTS          4.57%

COMMERICAL PAPER                3.78%
U.S. West Communications,
 5.95%, 4/20/95                             3,500,000      3,490,166

TIME DEPOSIT                    0.42%
United Missouri Bank,
 5.07%, 4/3/95                                383,000        383,000

TREASURY SECURITIES             0.37%
U.S. Treasury Bills,
 5.10% - 5.87%, 4/6/95 - 5/4/95              $340,000       $339,794

TOTAL SHORT-TERM INVESTMENTS
(COST $4,212,960)                                          4,212,960

TOTAL INVESTMENTS
(COST $94,821,262)            100.38%                     92,566,975

OTHER ASSETS LESS LIABILITIES  (0.38%)                      (349,875)

NET ASSETS                    100.00%                    $92,217,100

Investment abbreviations
CMO -     Collateralized Mortgage Obligation
IO -      Interest Only
REMIC -   Real Estate Mortgage Investment Conduit

(a) Securities are valued based upon their fair value determined under
    procedures approved by the Board of Trustees.  At March 31, 1995, the fair
    value of these securities was $6,325,707 (6.9% of net assets).

(b) All or a portion of these securities are restricted (i.e. securities which
    may not be publicly sold without registration under the Federal Securities
    Act of 1933).  Dates of acquisition and costs are set forth in parentheses
    after the title of the restricted securities.

SEE NOTES TO FINANCIAL STATEMENTS.

         

<PAGE>

MENTOR MUNICIPAL INCOME PORTFOLIO
PORTFOLIO OF INVESTMENTS
MARCH 31, 1995 (UNAUDITED)

                             PERCENT OF     PRINCIPAL
                             NET ASSETS      AMOUNT         VALUE

LONG-TERM MUNICIPAL
SECURITIES                     97.86%

ARIZONA                         3.40%
Pima County Arizona,
  7.25%, 7/15/10                          $ 2,000,000    $ 2,194,160

CALIFORNIA                      8.49%
California Educational
 Facilities, College of
 Osteopathic Medicine,
 7.50%, 6/1/18                                985,000      1,008,748
Carson Improvement Board
 Act 1915, Special
 Assessment District 92,
 7.38%, 9/2/22                                740,000        760,076
Los Angeles Convention,
 Series A, 5.13%, 8/15/21                   1,750,000      1,539,947
Orange County Community
 Facilities District, Series A,
 7.35%, 8/15/18                               300,000        346,968
San Francisco City Sewer
 Revenue Refunding, 5.38%,
 10/1/22                                    2,000,000      1,822,660
                                                           5,478,399
COLORADO                        5.55%
Colorado HFA, SFM,
 Series A-3, 7.00%, 11/1/24                   655,000        671,512
Denver City & County
 Airport Revenue,
 7.75%, 11/15/13                            1,000,000      1,081,630
Denver City & County
 Airport Revenue,
 8.50%, 11/15/23                            1,700,000      1,830,679
                                                           3,583,821

DISTRICT OF COLUMBIA            1.28%
Metropolitan Washington,
 General Airport Revenue,
 Series A, 6.63%, 10/1/19                     800,000        825,872

FLORIDA                         5.09%
Dade County, 6.50%,
  10/1/26                                   1,930,000      2,007,103
Sarasota County, Health
 Facilities Authority Revenue,
 10.00%, 7/1/22                             1,200,000      1,280,280
                                                           3,287,383
GEORGIA                         3.23%
Cobb County Development
 Authority Revenue Bonds,
 Series 92A, 8.00%, 6/1/22                  1,000,000      1,020,000
Monroe County Development
 Authority PCR, 6.75%, 1/1/10               1,000,000      1,064,510
                                                           2,084,510
ILLINOIS                       10.25%
Broadview Tax Increment
 Revenue, 8.25%, 7/1/13                     1,000,000      1,029,320
Chicago Heights Residential
 Mortgage Revenue, Series B,
 (effective yield-7.80%)
 (a), 6/1/09                                3,465,000      1,284,302
Chicago O'Hare International
 Airport Special Facilities
 Revenue, 6.75%, 1/1/18                     1,350,000      1,399,383
Chicago, Capital A,
 (effective yield-4.85%), 7/1/16            2,000,000        475,920
Illinois Health Facilities Authority
 Revenue, 9.50%, 10/1/22                    1,250,000      1,337,925
Robins Illinois Residential,
 9.25%, 10/15/14                            1,000,000      1,085,410
                                                           6,612,260
INDIANA                         4.21%
Indianapolis Public Improvement
 Bond, Series D, 6.75%, 2/1/20              2,400,000      2,470,896
Indiana Transportation Finance
 Authority, Series A,
 (effective yield-4.73%), 6/1/17            1,000,000        245,870
                                                           2,716,766


                                       
<PAGE>
IOWA                            1.01%
Student Loan Liquidity
 Corporation, Student Loan
 Revenue, Series C,
 6.95%, 3/1/06                               $625,000       $652,775

KENTUCKY                        3.08%
Jefferson County, Hospital
 Revenue, 8.24%, 10/1/08                      500,000        550,000
Kenton County Airport
 Board Revenue, OID,
 7.50%, 2/1/20                              1,400,000      1,437,926
                                                           1,987,926

LOUISIANA                       3.27%
Louisiana State, Series A,
 6.50%, 5/1/10                              2,000,000      2,108,120

MAINE                           1.58%
Maine State Housing
 Authority, Series C,
 6.88%, 11/15/23                            1,000,000      1,019,490

MASSACHUSETTS                   3.80%
Massachusetts State Health
 and Educational Facilities
 Authority, OID Revenue Bonds,
 Series A, 6.00%, 10/1/23                   2,000,000      1,395,140
Massachusetts State Health
 and Education, 6.88%, 4/1/22               1,000,000      1,057,320
                                                           2,452,460

MICHIGAN                        0.77%
Romulus Community Schools,
 Refunding, (effective yield-
 4.03%) (a), 5/1/20                         2,385,000        499,586

MONTANA                         0.73%
Montana State Resource
 Recovery Revenue Bonds,
 7.00%, 12/31/19                             $500,000       $473,580

NEBRASKA                        0.63%
Nebraska Finance
 Authority, SFM, 8.67%,
 9/15/24                                      400,000        405,500

NEVADA                          0.81%
Henderson Local
 Improvement District,
 Special Assessment, Series
 A, 8.50%, 11/1/12                            500,000        525,160

NEW JERSEY                      1.33%
New Jersey Healthcare
 Facilities Financing Authority,
 Refunding, 6.80%, 7/1/11                     825,000        855,814

NEW YORK                        8.71%
Clifton Springs Hospital
 Refunding & Improvement,
 8.00%, 1/1/20                                930,000        904,481
Herkimer County, IDA,
 8.00%, 1/1/09                              1,000,000      1,049,060
New York City, Series H,
 7.20%, 2/1/13                              1,500,000      1,551,210
New York, New York,
 Series A, 7.00%, 8/1/04                    1,000,000      1,044,580
New York State Dorm
 Authority, 6.75%, 7/1/24                   1,000,000      1,069,040
                                                           5,618,371

NORTH DAKOTA                    1.67%
Ward County Health
 Facility, 8.88%, 11/15/24                  1,000,000      1,078,560

OHIO                            1.52%
Cleveland Airport Revenue,
 Series A, 6.00%, 1/1/24                    1,000,000        978,450

OKLAHOMA                        1.56%
Oklahoma City, Industrial
 and Cultural Facilities Trust,
 6.75%,  9/15/17                            1,000,000      1,009,930



                                       
<PAGE>

PENNSYLVANIA                    3.61%
Pennsylvania Economic
 Development, 6.40%, 1/1/09                  $500,000       $481,385
 Pennsylvania Intergovern-
 mental Cooperative Authority,
 Special Tax Revenue,
 6.80%, 6/15/12                               750,000        825,998
Philadelphia Hospital and
 Higher Education Facilities,
 6.50%, 11/15/08                            1,000,000      1,022,610
                                                           2,329,993

PUERTO RICO                     1.37%
Puerto Rico, Commonwealth
 Highway Transportation
 Authority, Series T,
 6.50%, 7/1/22                                800,000        885,688

RHODE ISLAND                    0.77%
West Warwick, Series A,
 G.O. Bond, 6.80% - 7.30%,
 7/15/98 - 7/15/08                            475,000        499,881

TENNESSEE                       7.00%
Memphis Shelby County
 Airport Authority Special
 Facilities Revenue Refunding,
 7.88%, 9/1/09                              1,500,000      1,638,195
Tennessee Housing, 7.38%,
 7/1/23                                     2,750,000      2,876,390
                                                           4,514,585
TEXAS                           4.45%
Brazos Higher Education
 Authority Student Loan Revenue,
 7.10%, 11/1/04                             1,000,000      1,055,350
Dallas-Fort Worth International
 Airport Facility Revenue
 Bonds, 7.25%, 11/1/30                      1,000,000      1,011,590
Texas State Department of
 Housing and Community Affairs
 Refunding, Series C, 9.31%, 7/2/24           750,000        803,438
                                                           2,870,378

UTAH                            3.23%
Bountiful Hospital Revenue,
 9.50%, 12/15/18                             $245,000       $259,122
Utah State Housing Finance
 Commission, 7.20%, 1/1/27                  1,750,000      1,827,368
                                                           2,086,490

WEST VIRGINIA                   5.46%
Harrison County, 6.75%,
 8/1/24                                     2,000,000      2,081,760
West Virginia State Hospital
 Finance Authority Revenue,
 9.70%, 1/1/18                              1,500,000      1,444,125
                                                           3,525,885

TOTAL LONG-TERM MUNICIPAL
SECURITIES (COST $61,665,681)                             63,161,793

SHORT-TERM MUNICIPAL
  SECURITIES                    0.78%

WYOMING
 Lincoln County Wyoming
  Poll, 4.60%, 11/1/14, VRDN                  500,000        500,000

TOTAL SHORT-TERM MUNICIPAL
SECURITIES (COST $500,000)                                   500,000

TOTAL INVESTMENTS
(COST $62,165,681)             98.64%                     63,661,793

OTHER ASSETS LESS LIABILITIES   1.36%                        877,990

NET ASSETS                    100.00%                    $64,539,783

INVESTMENT ABBREVIATIONS
  GO - General Obligation / HFA - Housing Finance Authority
  IDA-  Industrial Development Authority / OID - Original Issue Discount
  PCR- Pollution Control Revenue / PFA - Public Financing Authority
  SFM- Single Family Mortgage
  VRDN- Variable Rate Demand Note, rate shown represents current
  interest rate at 3/31/95.

(a) Effective yield is the yield as calculated at time of purchase at
    which the bond accretes on an annual basis until its maturity date.

SEE NOTES TO FINANCIAL STATEMENTS.
                                       

<PAGE>

MENTOR INCOME & GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
MARCH 31, 1995 (UNAUDITED)
                                    PERCENT OF
                                    NET ASSETS    SHARES       VALUE
COMMON STOCKS                         55.47%

BASIC MATERIALS                        9.57%
 Aluminum Company of America                       46,000    $ 1,903,250
 International Paper Company                       23,200      1,742,900
 International Specialty Products, Inc.            12,600         86,625
 Pichiney SA                                       13,000        873,175
 Potash Corporation                                 3,200        142,400
 Rayonier, Inc.                                     5,100        158,737
 Rhone Poulenc SA+                                 15,700        368,950
 St. Lawrence Cement, Inc.*                        25,000        160,915
 Temple-Inland, Inc.                                7,900        354,512
                                                               5,791,464
CAPITAL GOODS & CONSTRUCTION           5.36%
 American R E Partners                             44,358        349,319
 BE Aerospace, Inc.*                               42,700        277,550
 Boeing Company                                     7,000        377,125
 Centex Construction Products, Inc.*               36,200        447,975
 Giddings & Lewis, Inc.                            11,400        193,800
 Honeywell, Inc.                                      900         33,637
 Sequa Corporation*                                18,100        529,425
 Southdown, Inc.*                                  13,900        236,300
 Standard Pacific Corporation                      77,200        501,800
 York International Corporation                     7,500        296,250
                                                               3,243,181

CONSUMER STAPLES                       3.89%
 Chiquita Brands International                     13,600        171,700
 Hills Stores Company                              17,549        355,367
 Interstate Bakeries Corporation                   19,000        275,500
 Monk Austin, Inc.                                 11,800        163,725
 Morningstar Group, Inc.*                          15,200        110,200
 Seagram Company, Ltd.                              2,500         79,375
 Standard Commercial Corporation                   16,321        218,293
 Universal Corporation                             47,000        981,125
                                                               2,355,285
ENERGY                                10.92%
 Amerada Hess Corporation                           7,600        375,250
 Arethusa Off-Shore, Ltd.*                         29,200        385,075
 Ashland Oil, Inc.                                  5,400        192,375
 Atlantic Richfield Company                         1,900        218,500
 Burlington Resources, Inc.                        12,200        497,150
 Enserch Corporation                               10,600        157,675
 Gerrity Oil & Gas Corporation*                    87,000        337,125
 Home Oil Company*                                 13,200        136,950
 Lone Star Technologies, Inc.                      25,100        200,800
 Maxus Energy Corporation*                         64,500        354,750
 Mitchell Energy                                      100          1,763
 Nabors Industries, Inc.*                          15,000        112,500
 Noble Drilling Corporation*                       59,500        364,437
 Norcen Energy                                      2,100         26,283
 Oryx Energy*                                      22,000        277,750
 Petroleum Heat & Power Company                    57,600        417,600
 Ranchmen's Resources                              41,900        172,305
 Santa Fe Energy Resources, Inc.*                  10,000         96,250
 Seagull Energy Corporation*                       26,000        513,500
 Sonat Offshore Drilling, Inc.                     22,400        520,800
 U.S.X. Marathon Group, Inc.                       28,300        495,250
 Unocal Corporation                                16,400        471,500
 YPF Associadad                                    15,000        285,000
                                                               6,610,588

FINANCIAL                             11.16%
 ACE, Ltd.                                         32,500        820,625
 Astoria Financial Corporation*                     7,300        224,475
 BankAmerica Corporation                           16,338        788,309
 Bank Bilbao Vicz+*                                   600         15,150
 California Federal Bank*                          15,556        165,282
 Chubb Corporation                                 12,300        971,700
 CIGNA Corporation                                  8,900        665,275
 Coast Savings Financial, Inc.*                     8,800        141,900
 First Union Center                                 2,000         86,750
 Gables Residential Trust                           8,000        149,000
 GP Financial Corporation                           7,400        171,125
 Keycorp                                            5,100        144,075
 Koger Equity, Inc. REIT*                          37,900        255,825
 Lehman Brothers Holding, Inc.                     24,840        447,120
 Loews Corporation                                  1,200        118,500
 Long Island Bancorp                               10,000        175,000
 Newhall Land & Farming Company                     8,100        119,475
 Old Republic International Corporation            16,000        384,000
 Paul Revere Corporation                           10,000        162,500

                                      

<PAGE>

 Storage Equities, Inc.                            13,400        227,800
 Union Bank                                        15,200        524,400
                                                               6,758,286

TECHNOLOGY                             5.77%
 Alcatel Alsthom*                                  14,900        270,063
 B.C.E., Inc.                                      25,400        784,225
 BMC Software*                                      5,500        350,625
 Cooper Industries, Inc.                            5,300        205,375
 General Motors Corporation                        15,900        703,575
 Philips Electronics                                5,000        170,625
 Policy Management Systems Corporation*             6,900        302,738
 LDDS Communications*                              13,781        322,131
 Raychem Corporation                                9,500        385,938
                                                               3,495,295
TRANSPORTATION & SERVICES              1.77%
 AMR Corporation*                                   6,000        388,500
 American West Airlines*                           10,000         86,250
 Canadian Pacific, Ltd.*                           23,500        352,500
 OMI Corporation*                                  25,900        142,450
 Overseas Shipholding Group                         5,000        102,500
                                                               1,072,200
UTILITIES                              2.40%
 Central Maine Power                               15,500        170,500
 Entergy Corporation                               20,000        417,500
 New York State Electric & Gas Company             11,500        245,813
 Niagra Mohawk Power                               23,800        327,250
 Public Service Company of New Mexico*             10,500        131,250
 Unicom Corporation                                 6,600        156,750
                                                               1,449,063
MISCELLANEOUS                          4.63%
 Brascan, Ltd.                                     19,200        259,200
 Comsat Corporation                                 5,500        102,438
 CRSS, Inc.                                         2,900         26,462
 Davids Limited                                   135,000        124,031
 Eastman Kodak Company                             10,500        557,812
 Essex Property Trust, Inc.                        19,900        315,913
 Onex Corporation                                  21,400        197,050
 Pennsylvania Enterprises                             400         12,450
 Sun Communities, Inc.                             12,600        283,500
 Technip SA                                         7,500        423,185
 Telecom Italia SPA                                11,000         25,590
 United Mobile Homes, Inc.                         16,100        122,763
 W.M.X. Technologies, Inc.                         12,800        352,000
                                                               2,802,394

TOTAL COMMON STOCKS
(COST $32,272,527)                                            33,577,756
PREFERRED STOCKS                       1.67%

BASIC MATERIALS                        0.56%
 Boise Cascade Corporation                          9,000        266,625
 Reynolds Metals Company                            1,500         71,438
                                                                 338,063
FINANCIAL                              1.11%
 American R E Partners                              3,143         31,430
 Glendale Federal Bank                             21,700        640,150
                                                                 671,580
TOTAL PREFERRED STOCKS
(COST $802,233)                                                1,009,643

CORPORATE BONDS                        8.13%

BASIC MATERIALS                        0.38%
 Aluminum Company
  of America, 5.75%, 2/1/01                      $250,000       $229,360

CAPITAL GOODS
& CONSTRUCTION                         0.16%
 Lockheed Corporation,
  6.75%, 3/15/03                                  100,000         94,508

CONSUMER CYCLICAL                      1.06%
 Circus Circus Enterprises, Inc.,
  7.63%, 7/15/13                                  250,000        216,640
 Sears Roebuck Company,
  9.25%, 4/15/98                                  175,000        183,379
 Time Warner Entertainment, Inc.,
  8.88%, 10/1/12                                  250,000        241,510
                                                                 641,529

 

<PAGE>

CONSUMER STAPLES                       0.36%
 Gillette Company,
  5.75%, 10/15/05                                $250,000       $216,105

FINANCIAL                              3.77%
 American General Finance
  Corporation, 5.88%, 7/1/00                      250,000        230,950
 Associates Corporation of
  North America, 5.25%, 3/30/00                   250,000        225,777
 Chase Manhattan Corporation,
  7.75%, 11/1/99                                  250,000        250,347
 Chrysler Financial Corporation,
  6.63% ,8/15/20                                  250,000        238,773
 Comerica Bank Inc., 7.13%,
  12/1/13                                         250,000        219,220
 Dean Witter Discover, 6.25%,
  3/15/00                                         100,000         93,914
 First National Bank, 8.00%,
  9/15/04                                         250,000        246,752
 Ford Motor Credit, 8.88%,
  6/15/99                                         100,000        104,567
 Great Western Financial, 6.38%,
  7/1/00                                          250,000        234,265
 Home Savings of Americas, 6.00%,
  11/1/00                                         250,000        228,628
 Toronto-Dominion Bank-NY,
  6.13%, 11/1/08                                  250,000        211,015
                                                               2,284,208
TRANSPORTATION                     0.39%
 AMR Corporation, 6.13%,
  11/01/24                                        250,000        236,610

UTILITIES                              2.01%
 Duke Power Company,
  7.00%, 6/1/00                                   100,000         98,030
 Florida Power & Light Company,
  5.38%, 4/1/00                                   250,000        227,295
 Long Island Lighting Company,
  7.05%, 3/15/03                                  100,000         84,548
 Pacific Gas & Electric Company,
  5.93%, 10/8/03                                  250,000        221,680
 Philadelphia Electric Company,
  7.50%, 1/15/99                                  100,000         99,620
 Southwestern Public Service
  Company, 6.88%, 12/1/99                         250,000        244,055
  Union Electric Company,
  6.75%, 10/15/99                                 250,000        243,025
                                                               1,218,253
TOTAL CORPORATE BONDS
(COST $5,388,059)                                              4,920,573

GOVERNMENT BONDS                      28.20%
 Government National
  Mortgage Association,
  6.50%, 10/15/23-4/15/24                       1,461,555      1,319,945
 Government National
  Mortgage Association,
  7.00%, 1/15/24                                2,433,890      2,279,460
 U.S. Treasury Bond,
  5.13%, 3/31/98                                2,500,000      2,379,625
 U.S. Treasury Bond,
  7.25%, 5/15/16                                1,000,000        966,750
 U.S. Treasury Bond,
  7.50%, 11/15/16                               4,500,000      4,467,465
 U.S. Treasury Note,
  6.88%, 2/28/97                                2,000,000      2,001,720
 U.S. Treasury Note,
  4.75%, 9/30/98                                1,000,000        931,640
 U.S. Treasury Note,
  5.75%, 8/15/03                                3,000,000      2,722,560

TOTAL GOVERNMENT BONDS
(COST $17,152,763)                                            17,069,165
SHORT-TERM INVESTMENT                  3.42%

REPURCHASE AGREEMENT
 Lehman Brothers, Inc.
  Dated 3/31/95, 6.25%,
  Due 4/03/95, collateralized by
  $2,085,000, U.S. Treasury
  Note, 3.88%, 4/30/95                          2,071,000      2,071,000



<PAGE>

TOTAL SHORT-TERM INVESTMENTS
(COST $2,071,000)                                    $ 2,071,000

TOTAL INVESTMENTS
(COST $57,686,582)                  96.89%            58,648,137
OTHER ASSETS LESS LIABILITIES        3.11%             1,885,233

NET ASSETS                         100.00%           $60,533,370

* Non-income producing.

+ American Depository Receipts.

SEE NOTES TO FINANCIAL STATEMENTS.



MENTOR PERPETUAL GLOBAL PORTFOLIO
PORTFOLIO OF INVESTMENTS
MARCH 31, 1995 (UNAUDITED)
                                  PERCENT OF
                                  NET ASSETS         SHARES         VALUE

COMMON STOCKS                        93.05%

AUSTRALIA                             4.55%
 Ampolex Limited                                     17,000        $ 43,482
 Broken Hill Proprietary Company*                    24,345         319,937
 Fosters Brewing                                    101,000          83,885
 Woodside Petroleum, Ltd.                            79,500         316,705

                                                                    764,009

CANADA                                3.95%
 Alcan Aluminum, Ltd.                                 9,217         244,721
 Canadian Pacific, Ltd.                              15,033         224,435
 Rogers Communications, Inc.*                        14,900         194,475

                                                                    663,631

DENMARK                               2.15%
 FLS Industries A/S 'B'                               3,750         361,636

GERMANY                               9.16%
 Bayerische Ver                                         720         205,714
 Hoechst AG                                           1,390         288,004
 Mannesmann AG                                        1,100         285,096
 Munich Reinsurance                                     155         281,152
 Rhine Westphal                                         650         172,010
 Veba AG                                                590         214,039
 Viag AG                                                260          93,188

                                                                  1,539,203

GREAT BRITAIN                        10.33%
 British Gas PLC                                     44,500         207,048
 Carlton Communications ORD                          18,600         278,200
 Enterprise Oil ORD                                  45,500         289,657
 Lasmo PLC                                          129,857         341,639
 Rio Tinto-Zinc Corporation ORD                      19,700         256,583
 Saint James Place                                  130,000         236,454
 Waste Management International PLC*                 30,600         125,229

                                                                  1,734,810

HONG KONG                             0.79%
 Hong Kong Telecom, Ltd.+                               200             389
 Hutchison Whampoa, Ltd.                             30,000         132,307

                                                                    132,696


<PAGE>

ITALY                                 1.03%
 INA                                                 37,000        $ 43,710
 STET Societa Finanz                                 23,300          59,872
 Telecom Italia SPA                                  29,600          68,861

                                                                    172,443

JAPAN                                 9.41%
 Canon, Inc.                                         14,000         230,645
 Hitachi, Ltd.                                       28,000         290,323
 Kyocera Corporation                                  4,000         297,695
 Matsushita Electric                                  8,000         129,033
 Nichiei Company                                      1,000          58,755
 Nisshin Steel                                       18,000          80,875
 NSK, Ltd.                                           27,000         192,235
 Sony Corporation+                                      500          24,439
 Sony Corporation                                     3,200         160,369
 Toshiba Corporation                                 17,000         115,357

                                                                  1,579,726

SOUTH AFRICA                          0.65%
 Impala Platinum Holdings+                            4,900         110,974

SOUTH KOREA                           1.56%
 Goldstar (b)                                        13,400         167,500
 Yukong, Ltd.* (b)                                    8,000          94,000

                                                                    261,500

SWEDEN                                6.87%
 Astra AB                                             7,000         185,919
 Autoliv AB                                           8,900         336,484
 Skandia Forsak                                       6,000          92,689
 SKF AB*                                             15,200         253,348
 Volvo AB                                            16,500         285,078
                                                                  1,153,518

SWITZERLAND                           9.70%
 Brown Boveri & CIE                                     295         280,407
 CIBA Geigy AG Basel                                    314         209,704
 Nestle Cham Et Vevey                                   247         241,108
 Sandoz AG Base                                         280         180,565
 SCHW Rueckversicherungs                                420         279,381
 SGS Societe Gen De Surveill                            165         260,181
 Sulzer AG* (Participation
   Certificate)                                         293         177,042
                                                                  1,628,388

UNITED STATES                        31.97%
 AMBAC, Inc.                                          7,600       $ 308,750
 American President Companies., Ltd.                  8,000         175,000
 Amway Asia Pacific, Ltd.                             1,600          59,600
 Barrick Gold Corporation                             3,400          85,000
 Boeing Company                                       4,500         242,438
 Centrais Eletricas Bras+                             1,100          10,607
 Compania Electrique Sao Palo+                        1,100          12,876
 Comsat Corporation                                   5,400         100,575
 Destec Energy, Inc.*                                27,400         274,000
 Enron Corporation                                    8,700         287,100
 Exel, Ltd. ORD                                       7,400         326,525
 General RE Corporation                               2,220         293,040
 Harnischfeger                                        1,300          36,400
 Homestake Mining                                     9,800         181,300
 Huaneng Power International, Inc.                    7,000         111,125
 International Business Machines Corp.                2,290         187,495
 Jardine Mathes                                      18,000         162,000
 Jardine Strate                                      25,000          95,000
 Korea Europe                                            18          65,250
 LaFarge Corporation                                 13,800         258,750
 MBIA, Inc.                                           5,200         326,950
 Mid Ocean, Ltd. ORD*                                10,800         294,300
 Partnerre Holdings, Ltd.                            10,000         212,500
 PT Indonesia Satellite A                             4,800         169,200
 Placer Dome, Incorporated                            3,600          87,750
 Schlumberger, Ltd.                                   3,200         190,800
 Thermo Electron Corporation*                         2,700         137,364
 United Healthcare Corporation                        6,100         285,175
 United Technologies Corporation                      3,300         228,113
 WMX Technologies, Inc.                               4,600         126,500
 YPF Sociedad Anonima                                 2,000          38,000

                                                                  5,369,483

VENEZUELA                             0.93%
 Venezolana De Prerredicidos
   (4/13/94, $260,293) (a) (b)                       35,600         155,750

TOTAL COMMON STOCKS
(COST $15,600,310)                                               15,627,767



<PAGE>

CORPORATE BONDS                      1.27%
CANADA                               0.42%
Teck Corporation,
 3.75%, 7/15/06+                                  $ 80,000         $71,100

MALAYSIA                             0.85%
 Telekom Malaysia
  Berhad, 4.00%, 10/3/04+
 (a) (b) (9/22/97, $170,000)                       170,000         142,695

TOTAL CORPORATE BONDS
(COST $234,753)                                                    213,795

TREASURY SECURITIES                  5.31%

U.S. Treasury Bond,
 8.0%, 11/15/21
 (cost $854,648)                                   850,000         891,038

TOTAL LONG-TERM INVESTMENTS
(COST $16,689,711)                                              16,732,600

SHORT-TERM INVESTMENTS 0.71%

REPURCHASE AGREEMENT
Donaldson, Lufkin, &
 Jenrette Securities Corporation
 Dated 3/31/95, 6.15%,
 due 4/3/95, collateralized by
 $131,000, U.S. Treasury
 Note, 7.75%, 11/30/99                            118,000         118,000

TOTAL SHORT-TERM INVESTMENTS
(COST $118,000)                                   118,000

TOTAL INVESTMENTS
(COST $16,807,711)                   100.34%                   16,850,600

OTHER ASSETS LESS  LIABILITIES        (0.34%)                    $(55,792)

NET ASSETS                           100.00%                  $16,794,808

* Non-income producing.

+  American Depository Receipts.

(a) All or a portion of these securities are restricted (i.e., securities
    which may not be publicly sold without registration under the
    Federal Securities Act of 1933).  Dates of acquisition and costs
    are set forth in parentheses after the title of the restricted secu-
    rities.
(b) These are securities that may be resold to qualified institu-
    tional buyers under Rule 144A or securities offered pursuant
    to Section 4 (2) of the Securities Act of 1933, as amended.
    These securities have been determined to be liquid under
    guidelines established by the Board of Trustees.

SEE NOTES TO FINANCIAL STATEMENTS.



<PAGE>



THE MENTOR FUNDS
STATEMENTS OF ASSETS AND LIABILITIES
March 31, 1995 (Unaudited)

<TABLE>
                                          MENTOR/        MENTOR        MENTOR         MENTOR         MENTOR         MENTOR
                                         CAMBRIDGE       CAPITAL       QUALITY       MUNICIPAL     INCOME AND      PERPETUAL
                                          GROWTH         GROWTH        INCOME         INCOME         GROWTH         GLOBAL
                                         PORTFOLIO      PORTFOLIO     PORTFOLIO      PORTFOLIO      PORTFOLIO      PORTFOLIO
<S>                                     <C>            <C>            <C>            <C>            <C>            <C>
ASSETS
 Investments, at market value *(Note 2) $37,342,934    $59,226,871    $92,566,975    $63,661,793    $58,648,137    $16,850,600
 Cash                                             -              -          2,666         48,657        263,537        178,292
 Receivables
  Investments sold                        1,161,932        520,740      1,046,957              -      2,015,721        144,880
  Fund shares sold                           47,646         47,829         61,758            615        208,164         26,475
  Dividends and interest                     65,262        118,920      1,018,324      1,234,261        524,148         68,059
  Forward currency contracts held            12,453        159,712              -              -              -          3,831
 Deferred expenses (Note 2)                       -              -              -              -              -         44,824
 Total assets                            38,630,227     60,074,072     94,696,680     64,945,326     61,659,707     17,316,961

LIABILITIES
 Payables
  Investments purchased                     131,050        905,575      1,042,700              -        284,118        391,251
  Fund shares redeemed                      302,733        491,102      1,047,101        214,294        558,794         60,705
  Dividends                                       -              -        282,986        183,069              -              -
  Forward contract payable (Note 7)               -              -              -              -              -         19,676
  Variation margin (Note 2)                       -              -         13,594              -              -              -
 Accrued expenses and other liabilities     789,534        137,851         93,199          8,180        283,425         50,521
 Total liabilities                        1,223,317      1,534,528      2,479,580        405,543      1,126,337        522,153
NET ASSETS                              $37,406,910    $58,539,544    $92,217,100    $64,539,783    $60,533,370    $16,794,808

Net Assets represented by: (Note 2)
Additional paid-in capital              $34,767,770    $53,051,601   $108,863,701    $65,575,073    $59,060,248    $17,131,055
Undistributed net investment
income (loss)                              (172,160)             -        262,027              -              -        (68,177)
Accumulated distributions in
excess of net investment income                   -       (96,678)              -         (5,807)       (90,146)             -
Undistributed realized gain (loss) on
 investment transactions                 (2,199,365)     (431,421)    (14,812,016)    (2,365,100)       601,425       (311,925)
Net unrealized appreciation
 (depreciation) of investments and
 foreign currency related transactions    5,010,665     6,016,042      (2,096,612)     1,335,617        961,843         43,855
 NET ASSETS                             $37,406,910   $58,539,544     $92,217,100    $64,539,783    $60,533,370    $16,794,808
NET ASSETS VALUE PER SHARE
 Class A Shares                               $15.64        $15.63          $12.81         $14.71         $15.26         $13.97
 Class B Shares                               $15.42        $15.47          $12.82         $14.74         $15.28         $13.84

OFFERING PRICE PER SHARE
 Class A Shares                              $16.55(a)     $16.54(a)       $13.45(b)      $15.44(b)      $16.15(a)      $14.78(a)
 Class B shares                              $15.42        $15.47          $12.82         $14.74         $15.28         $13.84

REDEMPTION PROCEEDS PER SHARE
 Class A Shares                           $   15.64     $   15.63       $   12.81      $   14.71      $   15.26      $   13.97
 Class B Shares (c)                       $   15.27     $   15.32       $   12.69      $   14.59      $   15.13      $   13.70

SHARES OUTSTANDING
 Class A Shares                             839,258     1,267,361       2,098,263      1,489,063      1,206,292        584,091
 Class B Shares                           1,574,382     2,503,373       5,095,044      2,893,403      2,756,679        623,948
 Total Shares Outstanding                 2,413,640     3,770,734       7,193,307      4,382,466      3,962,971      1,208,039
</TABLE>
* Investments at cost $32,332,447, $53,210,909, $94,821,262, $62,165,681,
$57,686,582, and $16,807,711 respectively.
(a) Computation of offering price:  100/94.5 of net asset value.
(b) Computation of offering price:  100/95.25 of net asset value.
(c) Computation of redemption proceeds:  99/100 of net asset value.


<PAGE>

THE MENTOR FUNDS
STATEMENTS OF OPERATIONS
Six Months Ended March 31, 1995 (Unaudited)

<TABLE>
                                          MENTOR/           MENTOR            MENTOR          MENTOR         MENTOR        MENTOR
                                         CAMBRIDGE          CAPITAL           QUALITY        MUNICIPAL     INCOME AND     PERPETUAL
                                          GROWTH            GROWTH            INCOME          INCOME         GROWTH        GLOBAL
                                         PORTFOLIO         PORTFOLIO         PORTFOLIO       PORTFOLIO      PORTFOLIO     PORTFOLIO

<S>                                      <C>               <C>               <C>             <C>           <C>            <C>
INVESTMENT INCOME
 Interest                                  $ 16,288         $ 249,731         $4,238,889*     $2,379,525    $ 825,100    $ 44,386
 Dividends (Net of withholding taxes)**     283,444           458,103                 -                -      484,553      89,733
 Total investment income (Note 2)           299,732           707,834          4,238,889       2,379,525    1,309,653     134,119

EXPENSES
 Management fee (Note 4)                    161,118           240,136            298,013         197,610      225,134      94,167
 Distribution fees (Note 4)                  99,537           148,326            177,718         107,582      159,309      31,790
 Transfer agent fee                          71,972           113,539            137,826          59,803       72,743      27,168
 Shareholder services fees (Note 4)          50,350            75,042            124,172          82,338       75,044      21,401
 Administration fee (Note 4)                 25,175            37,521             62,086          41,169       37,522      10,700
 Custodian fee                               13,441            15,792             29,870          20,474       23,762       6,400
 Registration expenses                       24,492            33,746             30,371          27,824       30,249      18,243
 Shareholder reports and postage expenses     4,651             9,181             12,540           8,464       11,945       1,432
 Organizational expenses                      7,722             4,835              4,485           8,405        1,957       1,152
 Legal and Audit fees                         8,681            14,033             15,746          12,028       12,586       5,219
 Directors' fees and expenses                 2,002             3,670              4,822           3,215        3,297         891
 Miscellaneous                                2,751             5,605              9,202           4,972        3,657         376
  Total expenses                            471,892           701,426            906,851         573,884      657,205     218,939
 Deduct
 Waiver of management fee (Note 4)                -                 -                  -               -            -      16,643
 Net Expenses                               471,892           701,426            906,851         573,884      657,205     202,296
 Net investment income (loss)              (172,160)            6,408          3,332,038       1,805,641      652,448     (68,177)

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
 Net realized gain (loss) on
 investments (Note 2)                       620,251          (373,054)        (3,093,518)(a)  (1,733,466)(a)  497,508    (329,747)
 Change in unrealized appreciation
 of investments                           1,850,002         4,390,496          3,219,455(b)    2,814,682      705,509      23,545
  Net realized and unrealized gain
  (loss) on investments                   2,470,253         4,017,442            125,937       1,081,216    1,203,017    (306,202)
Net increase (decrease) in net assets
resulting from operations                $2,298,093        $4,023,850         $3,457,975      $2,886,857   $1,855,465   $(374,379)
</TABLE>

*   Net of interest expense ($125,954).

**  Withholding taxes were $1,446, $7,078, $5,992, and $7,082 for the
    Mentor/Cambridge Growth Portfolio, Mentor Capital Growth Portfolio,
    Mentor Income and Growth Portfolio and Mentor Perpetual Global Portfolio,
    respectively for the six months ended March 31, 1995.

(a) Includes net realized gain on futures contracts of $184,640 on Mentor
    Quality Income Portfolio and net realized loss of $109,169 on Mentor
    Municipal Income Portfolio.

(b) Includes unrealized appreciation on options written and variation margin
    receivable of $133,394 and $24,281 respectively, on Mentor Quality Income
    Portfolio.

SEE NOTES TO FINANCIAL STATEMENTS.

<PAGE>

THE MENTOR FUNDS
STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
                                             MENTOR/CAMBRIDGE                  MENTOR                   MENTOR
                                                  GROWTH                    CAPITAL GROWTH          QUALITY INCOME
                                                 PORTFOLIO                    PORTFOLIO                PORTFOLIO
                                         SIX MONTHS       YEAR         SIX MONTHS      YEAR      SIX MONTHS      PERIOD
                                            ENDED         ENDED          ENDED         ENDED        ENDED         ENDED
                                           3/31/95       9/30/94        3/31/95       9/30/94      3/31/95       9/30/94
                                         (UNAUDITED)                  (UNAUDITED)                (UNAUDITED)
<S>                                      <C>             <C>          <C>          <C>           <C>           <C>
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
 Net investment income (loss)          $    (172,160)   $ (587,135)   $    6,408   $    29,871   $ 3,332,038   $ 8,732,749
 Net realized gain (loss) on
 investments                                 620,251      (514,259)     (373,054)    1,128,751    (3,093,518)   (8,118,106)
 Net unrealized appreciation
  (depreciation) of investments            1,850,002    (5,796,253)    4,390,496    (2,465,351)    3,219,455    (5,963,957)
   Increase (decrease) in net assets
    from operations                        2,298,093    (6,897,647)    4,023,850    (1,306,729)    3,457,975    (5,349,314)

DISTRIBUTIONS TO SHAREHOLDERS
 Net investment income
   Class A                                         -             -             -       (87,466)     (974,306)   (2,342,783)
   Class B                                         -             -             -             -    (2,260,989)   (5,799,239)

Distributions in excess
of net investment income
   Class A                                         -             -             -             -             -             -
   Class B                                         -             -             -             -             -             -
 Net realized gain on investments
   Class A                                         -             -      (450,888)     (241,102)            -             -
   Class B                                         -             -      (871,914)     (445,582)            -             -
  Net decrease from distributions                  -             -    (1,322,802)     (774,150)   (3,235,295)   (8,142,022)

CAPITAL SHARE TRANSACTIONS (NOTE 8)
  Net proceeds from sale of shares         2,506,804    15,028,646     2,324,644     9,607,870     2,589,649    14,581,398
Reinvested distributions                           -             -     1,293,598       755,452     2,080,345     5,302,074
  Cost of shares redeemed                (10,654,673)  (19,651,657)  (10,066,659)  (34,385,554)  (20,705,223)  (73,488,727)
   Change in net assets from portfolio
    share transactions                    (8,147,869)   (4,623,011)   (6,448,417)  (24,022,232)  (16,035,229)  (53,605,255)

Increase (decrease) in net assets         (5,849,776)  (11,520,658)   (3,747,369)  (26,103,111)  (15,812,549)  (67,096,591)

NET ASSETS
  Beginning of period                     43,256,686    54,777,344    62,286,913    88,390,024   108,029,649   175,126,240
  End of period                          $37,406,910   $43,256,686   $58,539,544   $62,286,913   $92,217,100   $108,029,649
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS.




<PAGE>

<TABLE>

                                                    MENTOR                       MENTOR                        MENTOR
                                               MUNICIPAL INCOME            INCOME AND GROWTH               PERPETUAL GLOBAL
                                                  PORTFOLIO                    PORTFOLIO                      PORTFOLIO
                                          SIX MONTHS       YEAR          SIX MONTHS       YEAR         SIX MONTHS       PERIOD
                                             ENDED         ENDED            ENDED        ENDED            ENDED         ENDED
                                            3/31/95       9/30/94          3/31/95       9/30/94         3/31/95       9/30/94*
                                          (UNAUDITED)                    (UNAUDITED)                   (UNAUDITED)

<S>                                       <C>            <C>             <C>            <C>            <C>            <C>

INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
  Net investment income (loss)            $  1,805,641   $  3,986,208    $    652,448   $    853,291   $    (68,177)  $    (25,881)
  Net realized gain (loss) on investments   (1,733,466)      (527,018)        497,508      1,523,312       (329,747)        17,822
  Net unrealized appreciation
    (depreciation) of investments            2,814,682     (7,578,461)        705,509       (248,910)        23,545         20,310
    Increase (decrease) in net assets
      from operations                        2,886,857     (4,119,271)      1,855,465      2,127,693       (374,379)        12,251

DISTRIBUTIONS TO SHAREHOLDERS
  Net investment income
    Class A                                   (653,142)    (1,463,600)       (297,519)      (300,723)             -              -
    Class B                                 (1,099,429)    (2,444,169)       (521,019)      (476,423)             -              -
  Net realized gain on investments
    Class A                                          -       (189,589)       (298,324)      (204,420)             -              -
    Class B                                          -       (340,533)       (712,920)      (470,138)             -              -
    Net decrease from distributions         (1,752,571)    (4,437,891)     (1,829,782)    (1,451,704)             -              -

CAPITAL SHARE TRANSACTIONS (NOTE 8)
  Net proceeds from sale of shares           2,113,153     14,229,526       5,898,857      38,661,567      2,580,441    18,542,494
  Reinvested distributions                   1,100,966      2,491,222       1,737,558       1,370,230              -             -
  Cost of shares redeemed                  (11,022,376)   (17,170,919)     (8,120,244)     (7,692,563)    (2,280,793)   (1,685,206)
    Change in net assets from portfolio
      share transactions                    (7,808,257)      (450,171)       (483,829)     32,339,234        299,648    16,857,288

Increase (decrease) in net assets           (6,673,971)    (9,007,333)       (458,146)     33,015,223        (74,731)   16,869,539

NET ASSETS
  Beginning of period                       71,213,754     80,221,087      60,991,516      27,976,293     16,869,539             -
  End of period                            $64,539,783    $71,213,754     $60,533,370     $60,991,516    $16,794,808   $16,869,539

</TABLE>

* For the period from March 30, 1994 (commencement of operations) to September
30, 1994.

SEE NOTES TO FINANCIAL STATEMENTS.

<PAGE>

THE MENTOR FUNDS
FINANCIAL HIGHLIGHTS
Class A Shares

<TABLE>

                                                                              MENTOR/CAMBRIDGE
                                                                              GROWTH PORTFOLIO

                                                            SIX MONTHS       YEAR         YEAR          YEAR
                                                               ENDED         ENDED        ENDED         ENDED
                                                              3/31/95       9/30/94      9/30/93       9/30/92*
                                                            (UNAUDITED)
<S>                                                          <C>            <C>          <C>          <C>

PER SHARE OPERATING PERFORMANCE

NET ASSET VALUE, BEGINNING OF PERIOD                         $    14.68     $  16.69     $  14.14     $  14.18
INCOME FROM INVESTMENT OPERATIONS
 Net investment income (loss)                                     (0.03)       (0.11)       (0.07)        0.03
 Net realized and unrealized gain (loss) on investments            0.99        (1.90)        2.65        (0.07)
 Total from investment operations                                  0.96        (2.01)        2.58        (0.04)
LESS DISTRIBUTIONS
 Dividends from income                                                -            -            -            -
 Distributions from capital gains                                     -            -            -            -
 Distributions in excess of net investment income                     -            -        (0.03)           -
 Total distributions                                                  -            -        (0.03)           -
NET ASSET VALUE, END OF PERIOD                               $    15.64     $  14.68     $  16.69     $  14.14

Total Return                                                       6.54%     (12.04%)       18.23%      (0.28%)

Ratios / Supplemental Data

Net assets, end of period (in thousands)                     $   13,129     $ 14,579     $ 19,708     $ 11,464

Ratio of expenses to average net assets                         1.86%(a)        1.81%        1.66%     1.33%(a)

Ratio of expenses to average net asset excluding waiver         1.86%(a)        1.82%        1.78%     1.72%(a)

Ratio of net investment income to average net assets          (0.36%)(a)      (0.65%)      (0.49%)     0.59%(a)

Portfolio turnover rate                                           57%(a)         132%         137%         26%

</TABLE>

(a) Annualized.
*   Reflects operations for the period from April 29, 1992 (commencement of
operations), to September 30, 1992.

SEE NOTES TO FINANCIAL STATEMENTS.

<PAGE>

THE MENTOR FUNDS
FINANCIAL HIGHLIGHTS
Class A Shares

<TABLE>
                                                                              MENTOR
                                                                     CAPITAL GROWTH PORTFOLIO

                                                            SIX MONTHS    YEAR      YEAR       YEAR
                                                               ENDED      ENDED     ENDED      ENDED
                                                              3/31/95    9/30/94   9/30/93    9/30/92*
                                                            (UNAUDITED)
<S>                                                          <C>        <C>        <C>        <C>

PER SHARE OPERATING PERFORMANCE

NET ASSET VALUE, BEGINNING OF PERIOD                         $  14.88  $  15.26  $  14.21  $  14.18
INCOME FROM INVESTMENT OPERATIONS
  Net investment income                                          0.12      0.09      0.14      0.08
  Net realized and unrealized gain (loss) on investments         0.96     (0.30)     1.02      0.03
  Total from investment operations                               1.08     (0.21)     1.16      0.11
LESS DISTRIBUTIONS
  Dividends from income                                             -     (0.04)    (0.11)    (0.08)
  Distributions from capital gains                              (0.33)    (0.13)        -         -
  Distributions in excess of net investment income                  -         -         -         -
  Total distributions                                           (0.33)    (0.17)    (0.11)    (0.08)

NET ASSET VALUE, END OF PERIOD                               $  15.63  $  14.88  $  15.26  $  14.21

Total Return                                                     7.26%   (1.37%)     8.21%     0.78%

Ratios / Supplemental Data

Net assets, end of period (in thousands)                      $ 19,804  $ 21,181  $ 31,360  $ 20,864

Ratio of expenses to average net assets                        1.85%(a)    1.70%     1.49%   1.14%(a)

Ratio of expenses to average net asset excluding waiver        1.85%(a)    1.70%     1.59%   1.43%(a)

Ratio of net investment income to average net assets           0.52%(a)    0.53%     0.96%   1.54%(a)

Portfolio turnover rate                                         113%(a)     149%      192%     61%

</TABLE>

(a) Annualized.
*   Reflects operations for the period from April 29, 1992 (commencement of
operations), to September 30, 1992.

SEE NOTES TO FINANCIAL STATEMENTS.

<PAGE>

THE MENTOR FUNDS
FINANCIAL HIGHLIGHTS
Class A Shares

<TABLE>

                                                                             MENTOR
                                                                    QUALITY INCOME PORTFOLIO
                                                        SIX MONTHS      YEAR         YEAR       YEAR
                                                           ENDED        ENDED        ENDED      ENDED
                                                          3/31/95      9/30/94      9/30/93    9/30/92*
                                                        (UNAUDITED)

<S>                                                     <C>           <C>          <C>        <C>

PER SHARE OPERATING PERFORMANCE

NET ASSET VALUE, BEGINNING OF PERIOD                     $  12.75     $  14.04    $  14.39    $  14.30
INCOME FROM INVESTMENT OPERATIONS
  Net investment income                                      0.05         0.84        1.06        0.44
  Net realized and unrealized gain (loss) on investments     0.05        (1.30)      (0.31)       0.09
  Total from investment operations                           0.10        (0.46)       0.75        0.53
LESS DISTRIBUTIONS
  Dividends from income                                     (0.04)       (0.83)      (1.06)      (0.44)
  Distributions from capital gains                              -            -           -          -
  Distributions in excess of net investment income              -            -       (0.04)         -
  Total distributions                                       (0.04)       (0.83)      (1.10)      (0.44)

NET ASSET VALUE, END OF PERIOD                           $  12.81     $  12.75    $  14.04    $  14.39

Total Return                                                0.78%       (3.39%)      5.41%       3.37%

Ratios / Supplemental Data

Net assets, end of period (in thousands)                 $ 26,885     $ 30,142    $ 47,780    $ 36,740

Ratio of expenses to average net assets                     1.48%(a)     1.38%       1.04%     0.36%(a)

Ratio of expenses to average net asset excluding waiver     1.48%(a)     1.39%       1.22%     1.21%(a)

Ratio of net investment income to average net assets        7.06%(a)     6.33%       7.31%     8.00%(a)

Portfolio turnover rate                                       63%(a)      455%        102%        9%

</TABLE>

(a) Annualized.
* Reflects operations for the period from April 29, 1992 (commencement of
operations), to September 30, 1992.

SEE NOTES TO FINANCIAL STATEMENTS.




<PAGE>
THE MENTOR FUNDS
FINANCIAL HIGHLIGHTS
Class A Shares                                                                
<TABLE>

                                                                               MENTOR
                                                                     MUNICIPAL INCOME PORTFOLIO
                                                       SIX MONTHS        YEAR          YEAR         YEAR
                                                          ENDED          ENDED         ENDED        ENDED
                                                         3/31/95        9/30/94       9/30/93      9/30/92*
                                                       (UNAUDITED)
<S>                                                       <C>           <C>          <C>           <C>
PER SHARE OPERATING PERFORMANCE

NET ASSET VALUE, BEGINNING OF PERIOD                      $  14.42      $  16.05     $  14.76      $  14.29
INCOME FROM INVESTMENT OPERATIONS
  Net investment income                                       0.41          0.82         0.92          0.32
  Net realized and unrealized gain (loss)
   on investments                                             0.28         (1.54)        1.32          0.47
  Total from investment operations                            0.69         (0.72)        2.24          0.79
LESS DISTRIBUTIONS
  Dividends from income                                      (0.40)        (0.81)       (0.92)        (0.32)
  Distributions from capital gains                               -         (0.10)           -             -
  Distributions in excess of net investment income               -             -        (0.03)            -
  Total distributions                                        (0.40)        (0.91)       (0.95)        (0.32)
NET ASSET VALUE, END OF PERIOD                            $  14.71      $  14.42     $  16.05      $  14.76

Total Return                                                  4.79%        (4.83%)       16.0%         5.34%

Ratios/Supplemental Data

Net assets, end of period (in thousands)                   $ 21,902     $ 25,056     $ 29,245      $ 18,801

Ratio of expenses to average net assets                        1.43%(a)     1.24%        0.71%         0.00%(a)

Ratio of expenses to average net asset excluding waiver        1.43%(a)     1.33%        1.39%         1.26%(a)

Ratio of net investment income to average net assets           5.78%(a)     5.43%        5.92%         6.21%(a)

Portfolio turnover rate                                          64%(a)       87%          88%            0%

</TABLE>

(a) Annualized.
*   Reflects operations for the period from April 29, 1992
    (commencement of operations), to September 30, 1992.

SEE NOTES TO FINANCIAL STATEMENTS.

<PAGE>

THE MENTOR FUNDS
FINANCIAL HIGHLIGHTS
Class A Shares
<TABLE>


                                                                              MENTOR
                                                                   INCOME AND GROWTH PORTFOLIO
                                                        SIX MONTHS              YEAR           YEAR
                                                          ENDED                ENDED           ENDED
                                                         3/31/95              9/30/94         9/30/93**
                                                       (UNAUDITED)

<S>                                                      <C>                  <C>             <C>

PER SHARE OPERATING PERFORMANCE

NET ASSET VALUE, BEGINNING OF PERIOD                     $  15.27             $  14.88        $  14.14
INCOME FROM INVESTMENT OPERATIONS
  Net investment income                                      0.20                 0.31            0.09
  Net realized and unrealized gain on investments            0.29                 0.64            0.73
  Total from investment operations                           0.49                 0.95            0.82
LESS DISTRIBUTIONS
  Dividends from income                                     (0.25)               (0.30)          (0.08)
  Distributions from capital gains                          (0.25)               (0.26)              -
  Distributions in excess of net investment income              -                    -               -
Total distributions                                         (0.50)               (0.56)           (0.08)
NET ASSET VALUE, END OF PERIOD                           $  15.26             $  15.27         $  14.88
Total Return                                                 3.21%                6.54%            5.54%

Ratios/Supplemental Data

Net assets, end of period (in thousands)                 $ 18,410             $ 17,773         $  9,849

Ratio of expenses to average net assets                      1.67%(a)             1.75%            1.56%(a)

Ratio of expenses to average net asset 
  excluding waiver                                           1.67%(a)             1.75%            1.94%(a)

Ratio of net investment income to average net assets         2.71%(a)             2.20%            2.35%(a)

Portfolio turnover rate                                        73%(a)               78%              13%

</TABLE>

(a) Annualized.
** Reflects operations for the period from May 24, 1993 (commencement
   of operations), to September 30, 1993.

SEE NOTES TO FINANCIAL STATEMENTS.

<PAGE>

THE MENTOR FUNDS
FINANCIAL HIGHLIGHTS
Class A Shares
<TABLE>
                                                  MENTOR PERPETUAL GLOBAL PORTFOLIO
                                                      SIX MONTHS         YEAR
                                                         ENDED           ENDED
                                                        3/31/95        9/30/94(b)
                                                      (UNAUDITED)

<S>                                                   <C>            <C>
PER SHARE OPERATING PERFORMANCE

NET ASSET VALUE, BEGINNING OF PERIOD                  $    14.23     $    14.18
INCOME FROM INVESTMENT OPERATIONS
  Net investment loss                                      (0.03)         (0.01)
  Net realized and unrealized loss on investments          (0.23)          0.06
  Total from investment operations                         (0.26)          0.05
LESS DISTRIBUTIONS
  Dividends from income                                        -              -
  Distributions from capital gains                             -              -
  Distributions in excess of net investment income             -              -
  Total distributions                                                                                             
NET ASSET VALUE, END OF PERIOD                        $    13.97     $    14.23

Total Return                                               (1.83%)         0.35%

Ratios/Supplemental Data
Net assets, end of period (in thousands)              $    8,161     $    8,882

Ratio of expenses to average net assets                     2.09%(a)       2.09%(a)
Ratio of expenses to average net asset exluding waiver      2.28%(a)       3.18%(a)

Ratio of net investment loss to average net assets         (0.44%)(a)     (0.10%)(a)

Portfolio turnover rate                                       37%(a)          2%

</TABLE>

(a) Annualized.
(b) Reflects operations for the period from March 29, 1994 
    (commencement of operations), to September 30, 1994

SEE NOTES TO FINANCIAL STATEMENTS.


<PAGE>

THE MENTOR FUNDS
FINANCIAL HIGHLIGHTS
Class B Shares

<TABLE>
                                                                                     MENTOR/CAMBRIDGE
                                                                                     GROWTH PORTFOLIO

                                                       SIX MONTHS            YEAR           YEAR          YEAR
                                                          ENDED              ENDED          ENDED         ENDED
                                                         3/31/95            9/30/94         9/30/93       9/30/92*
                                                       (UNAUDITED)

<S>                                                   <C>                 <C>             <C>           <C>
PER SHARE OPERATING PERFORMANCE

NET ASSET VALUE, BEGINNING OF PERIOD                  $    14.53          $  16.59        $  14.14      $   14.18
INCOME FROM INVESTMENT OPERATIONS
  Net investment loss                                      (0.09)            (0.25)          (0.14)         (0.01)
  Net realized and unrealized gain (loss) 
   on investments                                           0.98             (1.81)           2.59          (0.03)
  Total from investment operations                          0.89             (2.06)           2.45          (0.04)
LESS DISTRIBUTIONS
  Dividends from income                                        -                 -               -              -
  Distributions from capital gains                             -                 -               -              -
  Distributions in excess of net investment income             -                 -               -              -
  Total distributions                                          -                 -               -              -
NET ASSET VALUE, END OF PERIOD                         $   15.42           $ 14.53        $  16.59      $   14.14

Total Return                                                6.13%           (12.48%)         17.33%         (0.28%)

Ratios/Supplemental Data
Net assets, end of period (in thousands)               $  24,278          $ 28,678        $ 35,069      $  13,828

Ratio of expenses to average net assets                     2.61%(a)          2.56%           2.41%          2.07%(a)

Ratio of expenses to average net asset 
 excluding waiver                                           2.61%(a)          2.58%           2.53%          2.47%(a)

Ratio of net investment loss to average net assets         (1.12%)(a)        (1.40%)         (1.24%)        (0.17%)(a)

Portfolio turnover rate                                       57%(a)           132%            137%            26%

</TABLE>

(a) Annualized.
*   Reflects operations for the period from April 29, 1992 
    (commencement of operations), to September 30, 1992.

SEE NOTES TO FINANCIAL STATEMENTS.
                                  
<PAGE>

THE MENTOR FUNDS
FINANCIAL HIGHLIGHTS
Class B Shares

<TABLE>

                                                                                       MENTOR
                                                                             CAPITAL GROWTH PORTFOLIO

                                                           SIX MONTHS        YEAR         YEAR          YEAR
                                                             ENDED           ENDED        ENDED         ENDED
                                                             3/31/95        9/30/94      9/30/93       9/30/92*
                                                           (UNAUDITED)

<S>                                                         <C>            <C>          <C>          <C>
PER SHARE OPERATING PERFORMANCE

NET ASSET VALUE, BEGINNING OF PERIOD                        $    14.80     $  15.23     $  14.22     $  14.18
INCOME FROM INVESTMENT OPERATIONS
 Net investment income (loss)                                    (0.01)       (0.04)        0.05         0.46
 Net realized and unrealized gain (loss) on investments           1.01        (0.26)        1.02         0.04
 Total from investment operations                                 1.00        (0.30)        1.07         0.50
LESS DISTRIBUTIONS
 Dividends from income                                               -            -        (0.05)       (0.46)
 Distributions from capital gains                                (0.33)       (0.13)           -            -
 Distributions in excess of net investment income                    -            -        (0.01)           -
Total distributions                                              (0.33)       (0.13)       (0.06)       (0.46)
NET ASSET VALUE, END OF PERIOD                              $    15.47     $  14.80     $  15.23     $  14.22

Total Return                                                      6.76%       (2.00%)       7.52%        0.61%

Ratios/Supplemental Data

Net assets, end of period (in thousands)                    $   38,736     $ 41,106     $ 57,030     $ 25,468

Ratio of expenses to average net assets                           2.60%(a)     2.46%        2.24%        1.86%(a)

Ratio of expenses to average net asset excluding waiver           2.60%(a)     2.46%        2.34%        2.16%(a)

Ratio of net investment income (loss) to average net assets      (0.24%)(a)   (0.22%)       0.21%        0.83%(a)

Portfolio turnover rate                                            113%(a)      149%         192%          61%

</TABLE>

(a) Annualized.
*   Reflects operations for the period from April 29, 1992 
    (commencement of operations), to September 30, 1992.

SEE NOTES TO FINANCIAL STATEMENTS.





<PAGE>


THE MENTOR FUNDS
FINANCIAL HIGHLIGHTS
Class B Shares

<TABLE>
                                                                                 MENTOR
                                                                         QUALITY INCOME PORTFOLIO

                                                       SIX MONTHS           YEAR           YEAR          YEAR
                                                         ENDED              ENDED          ENDED         ENDED
                                                        3/31/95            9/30/94        9/30/93      9/30/1992*
                                                      (UNAUDITED)
<S>                                                     <C>               <C>            <C>            <C>
PER SHARE OPERATING PERFORMANCE

NET ASSET VALUE, BEGINNING OF PERIOD                    $  12.76          $  14.06       $   14.40      $  14.30
INCOME FROM INVESTMENT OPERATIONS
 Net investment income                                      0.06              0.82            0.99          0.41
 Net realized and unrealized gain (loss) on
  investments                                               0.04             (1.37)          (0.31)         0.10
 Total from investment operations                           0.10             (0.55)           0.68          0.51
LESS DISTRIBUTIONS
 Dividends from income                                     (0.04)            (0.75)          (0.99)        (0.41)
 Distributions from capital gains                              -                 -               -             -
 Distributions in excess of net investment income              -                 -           (0.03)            -
 Total distributions                                       (0.04)            (0.75)          (1.02)        (0.41)
NET ASSET VALUE, END OF PERIOD                          $  12.82          $  12.76       $   14.06      $  14.40

Total Return                                                0.78%            (3.97%)          4.86%         3.24%

Ratios / Supplemental Data

Net assets, end of period (in thousands)                $ 65,335          $ 77,888       $ 127,346      $ 65,661

Ratio of expenses to average net assets                     1.97%(a)          1.88%           1.54%         0.83%(a)

Ratio of expenses to average net asset excluding waiver     1.97%(a)          1.90%           1.72%         1.67%(a)

Ratio of net investment income to average net assets        6.58%(a)          6.21%           6.81%         7.53%(a)

Portfolio turnover rate                                       63%(a)           455%            102%            9%
</TABLE>

(a) Annualized.
*   Reflects operations for the period from April 29, 1992
    (commencement of operations), to September 30, 1992.

SEE NOTES TO FINANCIAL STATEMENTS.


<PAGE>

THE MENTOR FUNDS
FINANCIAL HIGHLIGHTS
Class B Shares

<TABLE>

                                                                              MENTOR
                                                                    MUNICIPAL INCOME PORTFOLIO

                                                       SIX MONTHS          YEAR         YEAR          YEAR
                                                          ENDED            ENDED        ENDED         ENDED
                                                         3/31/95          9/30/94      9/30/93      9/30/1992*
                                                       (UNAUDITED)
<S>                                                    <C>               <C>           <C>          <C>
PER SHARE OPERATING PERFORMANCE

NET ASSET VALUE, BEGINNING OF PERIOD                    $   14.43        $  16.06      $  14.78     $  14.29
INCOME FROM INVESTMENT OPERATIONS
 Net investment income                                       0.42            0.74          0.82         0.29
 Net realized and unrealized gain (loss) on investments      0.29           (1.54)         1.32         0.49
 Total from investment operations                            0.71           (0.80)         2.14         0.78
LESS DISTRIBUTIONS
 Dividends from income                                      (0.40)          (0.73)        (0.82)       (0.29)
 Distributions from capital gains                               -           (0.10)            -            -
 Distributions in excess of net investment income               -               -         (0.04)           -
 Total distributions                                        (0.40)          (0.83)        (0.86)       (0.29)
NET ASSET VALUE, END OF PERIOD                          $   14.74        $  14.43      $  16.06     $  14.78

Total Return                                                 4.92%          (5.34%)       15.27%        5.28%

Ratios / Supplemental Data

Net assets, end of period (in thousands)                $  42,638        $ 46,157      $ 50,976     $ 24,265

Ratio of expenses to average net assets                      1.91%(a)        1.74%         1.21%        0.50%(a)

Ratio of expenses to average net asset excluding waiver      1.91%(a)        1.86%         1.89%        1.76%(a)

Ratio of net investment income to average net assets         5.31%(a)        4.93%         5.42%        5.80%(a)

Portfolio turnover rate                                        64%(a)          87%           88%           0%
</TABLE>

(a) Annualized.
*   Reflects operations for the period from April 29, 1992 
    (commencement of operations), to September 30, 1992.

SEE NOTES TO FINANCIAL STATEMENTS.


<PAGE>


THE MENTOR FUNDS
FINANCIAL HIGHLIGHTS
Class B Shares                                                         

<TABLE>
                                                                       MENTOR
                                                            INCOME AND GROWTH PORTFOLIO

                                                  SIX MONTHS         YEAR          YEAR
                                                     ENDED           ENDED         ENDED
                                                    3/31/95         9/30/94       9/30/93**
                                                  (UNAUDITED)
<S>                                               <C>               <C>           <C>
PER SHARE OPERATING PERFORMANCE

NET ASSET VALUE, BEGINNING OF PERIOD              $  15.28          $  14.91      $  14.14
INCOME FROM INVESTMENT OPERATIONS
 Net investment income                                0.19              0.21          0.05
 Net realized and unrealized gain on investments      0.25              0.61          0.77
 Total from investment operations                     0.44              0.82          0.82
LESS DISTRIBUTIONS
 Dividends from income                               (0.19)            (0.19)        (0.05)
 Distributions from capital gains                    (0.25)            (0.26)            -
 Distributions in excess of net investment income        -                 -             -
 Total distributions                                 (0.44)            (0.45)        (0.05)
NET ASSET VALUE, END OF PERIOD                    $  15.28          $  15.28      $  14.91

Total Return                                          2.88%             6.54%         5.54%

Ratios / Supplemental Data

Net assets, end of period (in thousands)          $ 42,123          $ 43,219      $ 18,127

Ratio of expenses to average net assets               2.45%(a)          2.44%         2.31%(a)

Ratio of expenses to average net asset excluding
 waiver                                               2.45%(a)          2.44%         2.69%(a)

Ratio of net investment income to average net assets  1.96%(a)          1.51%         1.60%(a)

Portfolio turnover rate                                 73%(a)            78%           13%
</TABLE>


(a) Annualized.
** Reflects operations for the period from May 24, 1993 
   (commencement of operations), to September 30, 1993.

SEE NOTES TO FINANCIAL STATEMENTS.


<PAGE>

THE MENTOR FUNDS
FINANCIAL HIGHLIGHTS
Class B Shares                                            

<TABLE>
                                                          MENTOR PERPETUAL GLOBAL PORTFOLIO
                                                           SIX MONTHS              YEAR
                                                             ENDED                 ENDED
                                                            3/31/95              9/30/94(B)
                                                          (UNAUDITED)
<S>                                                       <C>                    <C>
PER SHARE OPERATING PERFORMANCE

NET ASSET VALUE, BEGINNING OF PERIOD                      $   14.15              $   14.18
INCOME FROM INVESTMENT OPERATIONS
 Net investment income (loss)                                   (0.13)               (0.04)
 Net realized and unrealized gain (loss) on investments         (0.18)                0.01
 Total from investment operations                               (0.31)               (0.03)
LESS DISTRIBUTIONS
 Dividends from income                                              -                    -
 Distributions from capital gains                                   -                    -
 Distributions in excess of net investment income                   -                    -
 Total distributions                                                -                    -
NET ASSET VALUE, END OF PERIOD                             $    13.84            $   14.15

Total Return                                                    (2.19%)               0.35%

Ratios / Supplemental Data

Net assets, end of period (in thousands)                   $    8,634            $   7,987

Ratio of expenses to average net assets                          2.86%(a)             2.97%(a)

Ratio of expenses to average net asset excluding waiver          3.06%(a)             3.93%(a)

Ratio of net investment loss to average net assets              (1.18%)(a)           (0.82%)(a)

Portfolio turnover rate                                            37%(a)                2%
</TABLE>

(a) Annualized.
(b) Reflects operations for the period from March 29, 1994 
    (commencement of operations), to September 30, 1994

SEE NOTES TO FINANCIAL STATEMENTS.





<PAGE>

THE MENTOR FUNDS
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1995 (UNAUDITED)

NOTE 1: ORGANIZATION
The Mentor Funds, formerly Cambridge Series Trust ("Trust"), is registered under
the Investment Company Act of 1940, as amended, as an open-end management
investment company.  On April 12, 1995 the name of the Trust was changed to The
Mentor Funds ("Mentor"). Mentor consists of six separate diversified portfolios
(hereinafter each individually referred to as a "Portfolio" or collectively as
the "Portfolios") at March 31, 1995, as follows:

    Mentor/Cambridge Growth Portfolio (formerly Cambridge Growth Portfolio)

    ("Growth Portfolio")

    Mentor Capital Growth Portfolio (formerly
    Cambridge Capital Growth
    Portfolio) ("Capital Growth Portfolio")

    Mentor Quality Income Portfolio (formerly
    Cambridge Government Income Portfolio
    ("Quality Income Portfolio")

    Mentor Municipal Income Portfolio (formerly
    Cambridge Municipal Income Portfolio
    ("Municipal Income Portfolio")

    Mentor Income and Growth Portfolio (for
    merly Cambridge Income and Growth Portfolio
    ("Income and Growth Portfolio")

    Mentor Perpetual Global Portfolio (formerly
    Cambridge Global Portfolio)
    ("Global Portfolio")

The assets of each Portfolio of Mentor are segregated and a shareholder's
interest is limited to the Portfolio in which shares are held.

Each Portfolio provides two classes of shares (Class A and Class B). Class B
shares are identical in all respects to Class A shares except that Class B
shares are sold pursuant to a distribution plan (Plan) adopted in accordance
with Investment Company Act Rule 12b-1 and are not subject to a sales load.

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies consistently
followed by the Portfolios:

(a) Valuation of Securities- Listed equity securities held by the Growth
Portfolio, the Capital Growth Portfolio, the Income and Growth Portfolio and the
Global Portfolio are valued at last sale prices reported on national securities
exchanges.  Listed equity securities in which there were no sales are valued at
the mean between the bid and asked prices.  Unlisted equity securities are
valued at the latest mean price.  Bonds and other fixed-income securities are
valued at the last sale price on a national securities exchange, if available.
Otherwise, they are valued on the basis of prices furnished by an independent
pricing service. Short-term obligations are ordinarily valued at the mean
between the bid and asked prices as furnished by an independent pricing service.
However, short-term obligations with maturities of 60 days or less are valued at
amortized cost, which approximates value.

U.S. government obligations, held by the Quality Income Portfolio and the Income
and Growth Portfolio are valued at the mean between the over-the-counter bid and
asked prices as furnished by an independent pricing service.  U.S. government
obligations and other short-term obligations maturing in 60 days or less are
valued at amortized cost, which approximates value.

Debt securities held by the Quality Income Portfolio for which current market
quotations are not readily available are valued at their fair value.  An
independent pricing service values such securities taking into consideration
yield, stability, risk, quality, coupon, maturity, type of issue, trading
characteristics, special circumstances of a security or trading market, and any
other factors or market data it deems relevant in determining valuations for
normal institutional size trading units of debt securities and does not rely
exclusively on quoted prices.  Any securities for which current market
quotations are not readily available are valued at their fair value as
determined in good faith under procedures established by and under the general
supervision and responsibility of the Mentor's Board of Trustees.

<PAGE>

Municipal bonds, held by the Municipal Income Portfolio, are valued at fair
value.  An independent pricing service values the Portfolio's municipal bonds
taking into consideration yield, stability, risk, quality, coupon, maturity,
type of issue, trading characteristics, special circumstances of a security or
trading market, and any other factors or market data it deems relevant in
determining valuations for normal institutional size trading units of debt
securities and does not rely exclusively on quoted prices.  The Board of
Trustees has determined that the fair value of debt securities with remaining
maturities of 60 days or less shall be their amortized cost value unless the
particular circumstances of the security indicate otherwise.


(b) Repurchase Agreements- It is the policy of Mentor to require the custodian
bank to take possession, to have legally segregated in the Federal Reserve Book
entry system, or to have segregated within the custodian bank's vault all
securities held as collateral in support of repurchase agreement investments.
Additionally, procedures have been established by Mentor to monitor, on a daily
basis, the market value of each repurchase agreement's underlying securities to
ensure the existence of a proper level of collateral.

Mentor will only enter into repurchase agreements with banks and other
recognized financial institutions such as broker/dealers which are deemed by the
Mentor's adviser to be creditworthy pursuant to guidelines established by the
Mentor's Trustees.  Risks may arise from the potential inability of
counterparties to honor the terms of the repurchase agreement.  Accordingly,
Mentor could receive less than the repurchase price on the sale of collateral
securities.


(c) Borrowings- Each of the Portfolios (except for Municipal Income Portfolio)
may, under certain circumstances, borrow money directly or through reverse
repurchase agreements (arrangements in which the Portfolio sells a security for
a percentage of its market value with an agreement to buy it back on a set date)
or pledge securities.  Each Portfolio may borrow up to one-third of the value of
its net assets and pledge up to 10% of the value of those assets to secure such
borrowings.


(d) Security Transactions and Investment Income-Security transactions for the
Portfolios are accounted for on trade date.  Dividend income is recorded on the
ex-dividend date.  Interest income (except for Municipal Income Portfolio) is
recorded on the accrual basis. Interest income includes interest and discount
earned (net of premium) on short-term obligations, and interest earned on all
other debt securities including original issue discount as required by the
Internal Revenue Code.  Dividends to shareholders and capital gain
distributions, if any, are recorded on the ex-dividend date.

Interest income for the Municipal Income Portfolio includes interest earned net
of premium, and original issue discount as required by the Internal Revenue
Code.


(e) Federal Taxes- No provision for federal income taxes has been made since it
is each Portfolio's intent to comply with the provisions applicable to regulated
investment companies under the Internal Revenue Code and to distribute to its
shareholders within allowable time limit substantially all taxable income and
realized capital gains.

Dividends paid by the Municipal Income Portfolio representing net interest
received on tax-exempt municipal securities are not includable by shareholders
as gross income for federal income tax purposes because the Portfolio intends to
meet certain requirements of the Internal Revenue Code applicable to regulated
investment companies which will enable the Portfolio to pay tax-exempt interest
dividends.  The portion of such interest, if any, earned on private purpose
municipal bonds issued after August 7, 1986, may be considered a tax preference
item to shareholders.

<PAGE>

At September 30, 1994, Growth Portfolio for federal tax purposes, had a capital
loss carryforward of approximately $2,690,000.  Pursuant to the Code, such
capital loss carryforwards expire as follows: $1,065,000 in 2001 and $1,625,000
in 2002.

At September 30, 1994, Quality Income Portfolio for federal tax purposes, had a
capital loss carryforward of approximately $4,500,000.  Pursuant to the Code,
such capital loss carryforwards expire as follows: $821,000 in 2001 and
$3,679,000 in 2002.

At September 30, 1994, Income and Growth Portfolio for federal tax purposes, had
a capital loss carryforward of approximately $92,000.  Pursuant to the Code,
such capital loss carryforwards will expire in 2002.

Such capital loss carryforwards will reduce the Portfolios' taxable income
arising from future net realized gains on investments, if any, to the extent
permitted by the Internal Revenue Code, and thus will reduce the amount of the
distributions to shareholders which would otherwise relieve the Portfolios of
any liability for federal tax.

(f) When-Issued and Delayed Delivery Transactions- The Portfolios may engage in
when-issued or delayed delivery transactions. To the extent the Portfolios
engage in such transactions, they will do so for the purpose of acquiring
portfolio securities consistent with their investment objectives and policies
and not for the purpose of investment leverage. The Portfolios will record a
when-issued security and the related liability on the trade date. Until the
securities are received and paid for, the Portfolios will maintain security
positions such that sufficient liquid assets will be available to make payment
for the securities purchased. Securities purchased on a when-issued or delayed
delivery basis are marked to market daily and begin earning interest on the
settlement date.

(g) In order to gain exposure to or protect against declines in security values,
the Quality Income Portfolio and Municipal Income Portfolio may buy and sell
futures contracts. The Portfolios may also buy or write put or call options on
these futures contracts.

The Portfolios generally sell futures contracts to hedge against declines in the
value of portfolio securities.  The Portfolios may also purchase futures
contracts to gain exposure to market changes as it may be more efficient or cost
effective than actually buying securities.  The Portfolios will segregate assets
to cover its commitments under such speculative futures contracts.

Upon entering into a futures contract, the Portfolios are required to deposit
either cash or securities in an amount (initial margin) equal to a certain
percentage of the contract value.  Subsequent payments (variation margin) are
made or received by the Portfolios each day.  The variation margin payments are
equal to the daily changes in the contract value and are recorded as unrealized
gains and losses.  The Portfolios recognize a realized gain or loss when the
contract is closed.  For the six months ended March 31, 1995, the Quality Income
Portfolio had a net realized gain of $184,640 and Municipal Income Portfolio had
a net realized loss of $109,169 on closed futures contracts.

Risks of entering into futures contracts (and related options) include the
possibility that there may be an illiquid market and that a change in the value
of the contract or option may not correlate with changes in the value of the
underlying securities.  At March 31, 1995, the Quality Income Portfolio had open
U.S. Treasury Note futures contracts with an aggregate notional value of
$7,400,000. The Portfolio recorded unrealized gains of $24,281 on such futures
contracts.

(h) In order to produce incremental earnings or protect against changes in the
value of portfolio securities, the Quality Income Portfolio may buy and sell put
and call options, write covered call options on portfolio securities and write
cash-secured put options.

<PAGE>

The Portfolio generally purchases put options or writes covered call options to
hedge against adverse movements in the value of portfolio holdings.  The
Portfolio may also use options for speculative purposes, although it does not
employ options for this at the present time.  The Portfolio will segregate
assets to cover its obligations under option contracts.

Options contracts are valued daily based upon the last sales price on the
principal exchange on which the option is traded and unrealized appreciation or
depreciation is recorded.  The Portfolio will realize a gain or loss upon the
expiration or closing of the option transaction.  When an option is exercised,
the proceeds on sales for a written call option, the purchase cost for a written
put option, or the cost of the security for a purchased put or call option is
adjusted by the amount of premium received or paid.

The risk in writing a call option is that the Portfolio gives up the opportunity
for profit if the market price of the security increases and the option is
exercised. The risk in writing a put option is that the Portfolio may incur a
loss if the market price of the security decreases and the option is exercised.
The risk in buying an option is that the Portfolio pays a premium whether or not
the option is exercised.  The Portfolio also has the additional risk of not
being able to enter into a closing transaction if a liquid secondary market does
not exist.  The Portfolio may also write over-the-counter options where the
completion of the obligation is dependent upon the credit standing of the
counterparty.  At March 31, 1995, Quality Income Portfolio had open Eurodollar
Futures option contracts with an aggregate notional value of $48,000,000.  The
Portfolio recorded unrealized gains of $133,394 on such options contract.

(i) Deferred Expenses- Costs incurred by the Portfolios in connection with their
initial share registration, other than organization expenses, were deferred and
are being amortized on a straight-line basis through April 1997.

(j) Expenses- Expenses of the Portfolios (other than distribution services fees)
and waivers and reimbursements, if any, are allocated to each class of shares
based on their relative daily average net assets for the period. Expenses
incurred by the Portfolios which do not specifically relate to an individual
Portfolio are allocated among all Portfolios based on a Portfolio's relative net
asset value size or as deemed appropriate by the administrator.

(k) Dollar Roll Transactions- The Quality Income Portfolio, Income and Growth
Portfolio and Global Portfolio may enter into dollar roll transactions, with
respect to mortgage securities issued by GNMA, FNMA, FHLMC, in which the
Portfolios sell mortgage securities to financial institutions and simultaneously
agree to repurchase substantially similar (same type, coupon and maturity)
securities at a later date at an agreed upon price. During the period between
the sale and repurchase, the Portfolios forego principal and interest paid on
the mortgage security sold.  The Portfolios are compensated by the interest
earned on the cash proceeds of the initial sale and any additional fee income
received on the sale.

(l) Currency Transactions- Foreign currency amounts are converted into U.S.
dollars at the current rate of such currencies against U.S. dollars as follows:
assets and liabilities at the rate of exchange at the end of the respective
period; purchases and sales of securities and income and expenses at the rate of
exchange prevailing on the dates of such transactions.  It is not practicable to
isolate that portion of the results of operations arising from changes in the
exchange rates from the portion arising from changes in the market prices of
investment securities.

(m) Distributions to shareholders are determined in accordance with income tax
regulations.  Distributions from taxable net investment income and net capital
gains can

<PAGE>

exceed book basis net investment income and net capital gains.  Effective
October 1, 1993, the Portfolios adopted statement of Position 93-2:
Determination, Disclosure, and Financial Statement Presentation of Income,
Capital Gain and Return of capital Distributions by Investment Companies.  As a
result of this statement, the Portfolios changed the financial statement
classification of distributions to shareholders to better disclose the
differences between financial statement amounts and distributions determined in
accordance with income tax regulations. Accordingly, the following Portfolios
have made reclassifications as of September 31, 1993 to reflect the adoption of
the statement.  The Growth Portfolio reclassification resulted in an increase in
undistributed net investment income of $367,348 and a decrease in additional
paid-in capital of $367,348.  The Capital Growth Portfolio reclassification
resulted in an increase in undistributed net investment income of $49,507 and a
decrease in undistributed realized gain (loss) on investment transactions and
additional paid-in capital of $49,484 and $23, respectively.

Differences between book basis investment income available for distribution and
tax basis investment income available for distribution are primarily
attributable to differences in the treatment on net operation losses.

NOTE 3: DIVIDENDS
Dividends will be declared daily and paid monthly to all shareholders invested
in the Quality Income Portfolio and the Municipal Income Portfolio on the record
date. Dividends are declared and paid semi-annually to all shareholders invested
in the Capital Growth Portfolio on the record date, dividends are declared and
paid annually to all shareholders invested in the Growth Portfolio and the
Global Portfolio on the record date, and dividends are declared and paid
quarterly to all shareholders invested in the Income and Growth Portfolio on the
record date. Dividends will be reinvested in additional shares of the same class
and Portfolio on payment dates at the ex-dividend date net asset value without
a sales charge unless cash payments are requested by shareholders in writing to
the Mentor.  Capital gains realized by each Portfolio, if any, will be
distributed at least once every 12 months.

NOTE 4: INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
Commonwealth Advisors, Inc., (formerly Cambridge Investment Advisors, Inc.), the
Portfolios' investment adviser (Investment Adviser), receives for its services
an annual investment advisory fee not to exceed the following percentages of the
average daily net assets of the particular Portfolio: Growth Portfolio, 0.80%;
Capital Growth Portfolio, 0.80%; Qulity Income Portfolio, 0.60%; Municipal
Income Portfolio, 0.60%; Income and Growth Portfolio, 0.75%; and Global
Portfolio, 1.10%. The Investment Adviser may, from time to time, voluntarily
waive some or all of its investment advisory fee and may terminate any such
voluntary waiver at any time at its sole discretion.

The Investment Adviser pays each sub-adviser an annual fee not to exceed the
following percentage of Portfolio assets: Growth Portfolio, 0.40%, Capital
Growth Portfolio, 0.40%; Quality Income Portfolio, 0.30%; and Municipal Income
Portfolio, 0.30%.  The sub-adviser to the Income and Growth Portfolio receives
from the Investment Adviser an annual fee expressed as a percentage of that
Portfolio's assets as follows: 0.325% on the first $50 million in Portfolio
assets, .0275% on the next $150 million in assets, and 0.200% on assets over
$500 million.  The sub-adviser to the Global Portfolio receives 0.55% on the
first $75 million in Portfolio assets and 0.50% over $75 million.  No
performance or incentive fees are paid to the sub-advisers.  Under certain Sub-
Advisory Agreements, the particular sub-adviser may, from time to time,
voluntarily waiver some or all of its sub-advisory fee charged to the Investment
Adviser and may terminate any such voluntary waiver at any time in its sole
discretion.





<PAGE>


Effective April 12, 1995, Growth Portfolio, Capital Growth Portfolio,
Quality Income Portfolio and Global Portfolio terminated their existing
sub advisory agreements.  Also, on April 12, 1995, the Board of Trustees
approved new investment advisory agree- ments with Commonwealth
Advisors, Inc. for the Growth Portfolio, Capital Growth Portfolio and
with Mentor Perpetual Advisors, Inc. for the Global Portfolio, all of
which are subject to shareholders approval.

For the six months ended March 31, 1995 the Investment Adviser and
sub-advisers earned and voluntarily waived the following advisory fees:

<TABLE>
                      Adviser           Adviser Fee           Sub Adviser      Sub-Adviser Fee
                       Fee              Voluntarily               Fee            Voluntarily
Portfolio             Earned              Waived                 Earned            Waiver

<S>                  <C>                <C>                   <C>              <C>
Growth               $161,118                   -              $ 80,559                 -
Capital Growth        240,136                   -               120,068                 -
Quality Income        298,013                   -               149,007                 -
Municipal Income      197,610                   -                98,805                 -
Income and Growth     225,134                                   112,567                 -
Global                 94,167             $16,643                47,084                 -

</TABLE>

Administrative personnel and services are provided by Mentor Investment
Group, Inc. (formerly Investment Management Group, Inc.) at an annual
rate of 0.125 of 1% on the first $1.5 billion of average aggregate daily
net assets of Mentor and 0.120 of 1% on average aggregate daily net
assets in excess of $1.5 billion. On April 12, 1995, Investment
Management Group, Inc. changed its name to Mentor Investment Group, Inc.
("Mentor Group") and the Board of Trustees approved a new administration
agreement at the annual rate of 0.10% of average daily net assets for
each of the Portfolios.  Mentor Group may voluntarily waive some or all
of its fee.

For the six months ended March 31, 1995, Mentor Investment Group earned
administrative fees of $25,175 (Growth Portfolio), $37,521 (Capital
Growth Portfolio), $62,086 (Quality Income Portfolio), $41,169
(Municipal Income Portfolio), $37,522 (Income and Growth Portfolio), and
$10,700 (Global Portfolio).

The Class B shares of the Portfolios have adopted a Distribution Plan
(the Plan) pursuant to Rule 12b-1 under the Investment Company Act of
1940.  Each Portfolio will reimburse Mentor Distributors, Inc. (formerly
Cambridge Distributors, Inc.), from the assets of the Class B Shares of
each Portfolio, for fees it paid which relate to the distribution and
administration of each Portfolio's Class B Shares.  The Plan provides
that the Portfolio may incur distribution expenses up to 0.75% of 1% of
the average daily net assets of the Class B shares for the Growth
Portfolio, Capital Growth Portfolio, Income and Growth and Global
Portfolio and 0.50% of 1% of the average daily net assets of the Class B
shares for the Quality Income Portfolio and Municipal Income Portfolio.
Effective April 12, 1995, Cambridge Distributors, Inc. changed its name
to Mentor Distributors, Inc.

Mentor has adopted a Shareholder Servicing Plan (the Service Plan) with
respect to Class A and Class B shares of each Portfolio. Under the
Service Plan, financial institutions will enter into shareholder service
agreements with the Portfolios to provide administrative support
services to their customers who from time to time may be owners of
record or beneficial owners of Class A or Class B shares of one or more
Portfolios.  In return for providing these support services, a financial
institution may receive payments from one or more Portfolios at a rate
not exceeding .25 of 1% of the average daily net assets of the Class A
or Class B shares of the particular Portfolio or Portfolios beneficially
owned by the financial institution's customers for whom it is holder of
record or with whom it has a servicing relationship.


<PAGE>

NOTE 5:  INVESTMENT TRANSACTIONS
Purchases, and sales of investments (excluding short-term investment),
for the six months ended March 31, 1995, were as follows:

Portfolio            Purchases        Sales
Growth            $ 11,075,382    $ 17,581,519
Capital Growth      29,106,291      33,116,584
Quality Income      33,460,927      79,556,113
Municipal Income    20,537,447      31,148,699
Income and Growth   20,573,272      21,044,934
Global               3,972,845       2,981,213

NOTE 6:  UNREALIZED APPRECIATION AND DEPRECIATION OF INVESTMENTS The
cost of investments for federal income tax purposes, exclusive of
investments in short-term securities, amounted to $32,332,447 for the
Growth Portfolio, $47,502,612 for the Capital Growth, $90,608,302 for
the Quality Income Portfolio, $61,665,681 for Municipal Income
Portfolio, $55,615,582 for the Income and Growth Portfolio, and
$16,689,711 for the Global Portfolio at March 31, 1995.  Gross
unrealized appreciation and depreciation of investments at March 31,
1995 were as follows:

                                                          Net
                        Gross           Gross          Unrealized
                      Unrealized      Unrealized      Appreciation
Portfolio            Appreciation    Depreciation     Depreciation

Growth               $5,528,931      $ 518,444       $ 5,010,487
Capital Growth        6,306,807        290,845         6,015,962
Quality Income          866,303      3,120,590        (2,254,287)
Municipal Income      2,251,179        755,067         1,496,112
Income and Growth     2,941,473      1,979,918           961,555
Global                1,060,104      1,017,215            42,889

NOTE 7:  FORWARD CONTRACTS
In connection with portfolio purchases and sales of securities denominated in a
foreign currency, the Growth Portfolio, the Capital Growth Portfolio, the Income
and Growth Portfolio and the Global Portfolio may enter into forward foreign
currency exchange contracts (contracts). Additionally, from time to time the
Growth Portfolio, the Capital Growth Portfolio, the Income and Growth Portfolio
and the Global Portfolio may enter into contracts to hedge certain foreign
currency assets. Contracts are recorded at market value. Realized gains and
losses arising from such transactions are included in net gain (loss) on
investments and forward foreign currency exchange contracts.  The Portfolios are
subject to the credit risk that the other party will not complete the
obligations of the contract.  At March 31, 1995 the Growth Portfolio, the
Capital Growth Portfolio and the Global Portfolio had net realized losses of
$1,572, $3,633 and $16, respectively on forward contracts.



<PAGE>

NOTE 8:  CAPITAL SHARES TRANSACTIONS
The Declaration of Trust permits the Trustees to issue an unlimited
number of full and fractional shares of beneficial interest (without par
value) for each class of shares.  Transactions in Portfolio shares were
as follows:

<TABLE>
                                                                  Mentor/Cambridge Growth Portfolio
                                                               Six Months                         Year
                                                              Ended 3/31/95                  Ended 9/30/94
                                                          Shares         Dollars          Shares          Dollars
<S>                                                     <C>             <C>             <C>            <C>
CLASS A:
Shares outstanding, beginning of period                   993,054       $14,384,001     1,180,695      $ 17,187,308
Shares sold                                                37,706           549,904       220,548         3,512,282
Shares issued upon reinvestment of distributions                -                 -             -                 -
Shares redeemed                                          (191,502)       (2,821,272)     (408,189)       (6,315,589)
Shares outstanding, end of period                         839,258       $12,112,633       993,054      $ 14,384,001

CLASS B:
Shares outstanding, beginning of period                 1,974,036       $29,476,672     2,113,910      $ 31,296,376
Shares sold                                               132,112         1,956,899       733,554        11,516,364
Shares issued upon reinvestment of distributions                -                 -             -                 -
Shares redeemed                                          (531,766)       (7,809,735)     (873,428)      (13,336,068)
Shares outstanding, end of period                       1,574,382       $23,623,836     1,974,036      $ 29,476,672
</TABLE>

<TABLE>
                                                                   Mentor Capital Growth Portfolio
                                                                 Six Months                       Year
                                                              Ended 3/31/95                  Ended 9/30/94
                                                          Shares       Dollars           Shares         Dollars

<S>                                                    <C>           <C>                <C>            <C>
CLASS A:
Shares outstanding, beginning of period                1,423,010     $19,871,755        2,055,500      $ 29,379,736
Shares sold                                               35,859         533,755          155,406         2,353,285
Shares issued upon reinvestment of distributions          30,563         441,634           21,385           320,355
Shares redeemed                                         (222,071)     (3,303,527)        (809,281)      (12,181,621)
Shares outstanding, end of period                      1,267,361     $17,543,617        1,423,010      $ 19,871,755

CLASS B:
Shares outstanding, beginning of period                2,778,026     $39,640,479        3,744,511      $ 54,154,730
Shares sold                                              122,104       1,784,420          484,356         7,254,585
Shares issued upon reinvestment of distributions          59,412         851,964           29,045           435,097
Shares redeemed                                         (456,169)     (6,759,774)      (1,479,886)      (22,203,933)
Shares outstanding, end of period                      2,503,373     $35,517,089        2,778,026      $ 39,640,479

</TABLE>


<PAGE>

<TABLE>
                                                                   Mentor Quality Income Portfolio
                                                             Six Months                         Year
                                                            Ended 3/31/95                   Ended 9/30/94
                                                       Shares         Dollars            Shares         Dollars
<S>                                                    <C>             <C>               <C>            <C>
CLASS A:
Shares outstanding, beginning of period                2,363,773     $ 34,735,118       3,403,828      $48,807,954
Shares sold                                               73,110          920,366         175,391        2,326,934
Shares issued upon reinvestment of distributions          47,222          594,580         104,113        1,395,612
Shares redeemed                                         (385,842)      (4,836,947)     (1,319,559)     (17,795,382)
Shares outstanding, end of period                      2,098,263     $ 31,413,117       2,363,773      $34,735,118

CLASS B:
Shares outstanding, beginning of period                6,103,595     $ 90,175,927       9,059,536      $129,708,345
Shares sold                                              132,155        1,669,282         895,699        12,254,465
Shares issued upon reinvestment of distributions         117,900        1,485,765         290,900         3,906,462
Shares redeemed                                       (1,258,606)     (15,868,276)     (4,142,540)      (55,693,345)
Shares outstanding, end of period                      5,095,044     $ 77,462,698       6,103,595       $90,175,927
</TABLE>

<TABLE>
                                                                Mentor Municipal Income Portfolio
                                                            Six Months                      Year
                                                          Ended 3/31/95                 Ended 9/30/94
                                                       Shares         Dollars            Shares         Dollars
<S>                                                    <C>           <C>                <C>            <C>
CLASS A:
Shares outstanding, beginning of period                1,738,078     $25,481,099        1,822,030      $ 26,713,229
Shares sold                                               43,260         608,782          192,548         2,946,139
Shares issued upon reinvestment of distributions          24,305         344,270           51,632           797,051
Shares redeemed                                         (316,580)     (4,449,896)        (328,132)       (4,975,320)
Shares outstanding, end of period                      1,489,063     $21,984,255        1,738,078      $ 25,481,099

CLASS B:
Shares outstanding, beginning of period                3,198,229     $47,912,628        3,173,809      $ 47,130,669
Shares sold                                              107,107       1,504,372          723,926        11,283,387
Shares issued upon reinvestment of distributions          53,335         756,696          109,721         1,694,171
Shares redeemed                                         (465,268)     (6,572,481)        (809,227)      (12,195,599)
Shares outstanding, end of period                      2,893,403     $43,601,215        3,198,229      $ 47,912,628

</TABLE>


<PAGE>

<TABLE>
                                                              Mentor Income and Growth Portfolio
                                                        Six Months                              Year
                                                       Ended 3/31/95                       Ended 9/30/94
                                                   Shares         Dollars            Shares            Dollars
<S>                                              <C>           <C>                    <C>              <C>
CLASS A:
Shares outstanding, beginning of period          1,164,060     $ 17,220,516             661,893        $ 9,518,102
Shares sold                                        140,829        2,064,318             621,368          9,508,705
Shares issued upon reinvestment of distributions    38,628          560,297              31,362            474,885
Shares redeemed                                   (137,225)      (2,019,250)           (150,563)        (2,281,176)
Shares outstanding, end of period                1,206,292     $ 17,825,881           1,164,060        $17,220,516

CLASS B
Shares outstanding, beginning of period          2,828,735     $ 42,323,576           1,216,165        $17,686,756
Shares sold                                        258,920        3,834,539           1,909,839         29,152,862
Shares issued upon reinvestment of distributions    81,468        1,177,260              59,116            895,345
Shares redeemed                                   (412,444)      (6,100,993)           (356,385)        (5,411,387)
Shares outstanding, end of period                2,756,679     $ 41,234,382           2,828,735        $42,323,576
</TABLE>

<TABLE>
                                                                   Mentor Perpetual Global Portfolio
                                                         Six Months                              Year
                                                        Ended 3/31/95                       Ended 9/30/94*
                                                    Shares         Dollars             Shares           Dollars

<S>                                               <C>         <C>                      <C>             <C>
CLASS A:
Shares outstanding, beginning of period           624,181     $ 8,852,179                    -         $         -
Shares sold                                        57,358         797,810              713,962          10,133,334
Shares issued upon reinvestment of distributions        -               -                    -                   -
Shares redeemed                                   (97,448)     (1,330,310)             (89,781)         (1,281,155)
Shares outstanding, end of period                 584,091     $ 8,319,679              624,181         $ 8,852,179

CLASS B:
Shares outstanding, beginning of period           564,671     $ 8,005,109                    -         $         -
Shares sold                                       128,977       1,756,750              593,033           8,409,160
Shares issued upon reinvestmentof distributions         -               -                    -                   -
Shares redeemed                                   (69,701)       (950,483)             (28,362)           (404,051)
Shares outstanding, end of period                 623,947     $ 8,811,376              564,671         $ 8,005,109
</TABLE>

* For the period from March 29, 1994 (date of initial public investment) to
September 30, 1994.

<PAGE>

TRUSTEES

Daniel J. Ludeman, TRUSTEE & CHAIRMAN
    Chairman and Chief Executive Officer
    Mentor Investment Group, Inc.

Arnold H. Dreyfuss, TRUSTEE
    Former Chairman and Chief Executive Officer
    Hamilton Beach/Proctor-Silex, Inc.

Thomas F. Keller, TRUSTEE
    Dean, Fuqua School of Business
    Duke University

Louis W. Moelchert, Jr., TRUSTEE
    Vice President for Business & Finance
    University of Richmond

Stanley F. Pauley, Jr., TRUSTEE
    Chairman and Chief Executive Officer
    E. R. Carpenter Company, Incorporated

Troy A. Peery, Jr., TRUSTEE
    President
    Heilig-Meyers Company

Peter J. Quinn, Jr., TRUSTEE
    Managing Director
    Mentor Investment Group, Inc.


OFFICERS

Paul F. Costello, PRESIDENT
    Managing Director
    Mentor Investment Group, Inc.

Terry L. Perkins, TREASURER
    Vice President
    Mentor Investment Group, Inc.

John M. Ivan, SECRETARY
    Managing Director and Assistant General Counsel
    Wheat First Butcher Singer, Inc.

Michael A. Wade, ASSISTANT TREASURER
    Associate Vice President
    Mentor Investment Group, Inc.

SHAREHOLDER SERVICES
1-800-382-0016

DISTRIBUTOR
Mentor Distributors, Inc.
901 East Byrd Street, Richmond, VA 23219

<PAGE>

MENTOR FUNDS

Mentor Semi-Annual Report
Riverfront Plaza
901 East Byrd Street
Richmond, Virginia 23219
1-800-382-0016


This report is authorized for distribution to prospective investors
only when preceded or accompanied by the Trust's prospectus, which
contains facts concerning its objective and policies, management fees,
expenses, and other information.


5/95                                                            MK204




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