MENTOR FUNDS
N-30D, 1996-06-05
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                                  [LOGO HERE]

                                  MENTOR FUNDS

                               SEMI-ANNUAL REPORT
                                 MARCH 31, 1996

<PAGE>

MENTOR FUNDS
TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                   Page
<S>                                                                                         <C>
Message from the Chairman and President..................................................           1
Manager's Commentary
  Growth Portfolio.......................................................................           3
  Perpetual Global Portfolio.............................................................           6
  Capital Growth Portfolio...............................................................           10
  Strategy Portfolio.....................................................................           12
  Income & Growth Portfolio..............................................................           15
  Municipal Income Portfolio.............................................................           17
  Quality Income & Short-Duration Income Portfolios......................................           19
Portfolios of Investments
  Growth Portfolio.......................................................................           22
  Perpetual Global Portfolio.............................................................           27
  Capital Growth Portfolio...............................................................           35
  Strategy Portfolio.....................................................................           38
  Income & Growth Portfolio..............................................................           43
  Municipal Income Portfolio.............................................................           49
  Quality Income Portfolio...............................................................           53
  Short-Duration Income Portfolio........................................................           56
Statements of Assets and Liabilities.....................................................           58
Statements of Operations.................................................................           60
Statements of Changes in Net Assets......................................................           62
Financial Highlights.....................................................................           65
Notes to Financial Statements............................................................           76
Shareholder Information..................................................................   Inside back cover
</TABLE>

<PAGE>
MENTOR FUNDS
MESSAGE FROM THE CHAIRMAN AND PRESIDENT

TO OUR SHAREHOLDERS:

Thank you for your investment in Mentor Funds. It is our privilege to send you
Mentor Funds Semi-Annual Report for the period ended March 31, 1996.

The Mentor family of funds is part of Mentor Investment Group, a firm that
provides diversified investment services to a broad range of investors through
its money management affiliates. Seven different investment styles are available
to investors through Mentor Funds, an additional series of institutional funds,
and through separately-invested portfolios. The Semi-Annual Report that follows
represents the eight Portfolios of Mentor Funds.

                                  MENTOR FUNDS


                               [GRAPH GOES HERE]

               [in order from lowest to highest risk and reward]

(bullet)SHORT-DURATION INCOME PORTFOLIO
        a short-term bond fund

(bullet)QUALITY INCOME PORTFOLIO
        an intermediate-term bond fund

(bullet)MUNICIPAL INCOME PORTFOLIO
        a tax-free bond fund

(bullet)INCOME & GROWTH PORTFOLIO
        a balanced fund

(bullet)STRATEGY PORTFOLIO
        a tactical assset allocation high total return fund

(bullet)CAPITAL GROWTH PORTFOLIO
        a large-capitalization, high-quality growth fund

(bullet)PERPETUAL GLOBAL PORTFOLIO
        a global growth fund

(bullet)GROWTH PORTFOLIO
        a small-to-mid-capitalization growth fund


                                       1




<PAGE>

MENTOR FUNDS
MESSAGE FROM THE CHAIRMAN AND PRESIDENT (CONTINUED)

The Portfolios of Mentor Funds are designed to give you flexibility in seeking
to fulfill a broad range of investment objectives.

To help you and your Financial Consultant identify a combination of Mentor
Portfolios that may help you meet your investment objectives, we have an asset
allocation program especially developed for Mentor Funds. It is designed to
assist investors in determining personal risk/reward profiles, and it suggests
where to distribute specific investments among Mentor Portfolios.

In the commentaries that follow, the management teams of Mentor Portfolios
present their perspectives on the markets and their strategies for investing
your assets. Complete performance information for each Portfolio, relative to
the appropriate index, is also included in the reports.

Please review the information carefully. Should you have questions, please call
your Financial Consultant, or call us directly, (800)382-0016. We welcome your
communications.

On behalf of all of us at Mentor Investment Group, we thank you for your
investment in Mentor Funds.

Sincerely,

/s/ DANIEL J. LUDEMAN                             /s/ PAUL F. COSTELLO
    Daniel J. Ludeman                                 Paul F. Costello
    CHAIRMAN AND CEO                                  PRESIDENT


                                  [LOGO HERE]

                               THE MENTOR MISSION

To maintain an investment management firm that is second to none in the quality
of its investment process, the skill and training of its Associates, and the
shared commitment among all to provide the highest level of service and ethical
behavior to clients.

FOR MORE INFORMATION AND A PROSPECTUS FOR MENTOR FUNDS AND MENTOR INSTITUTIONAL
SERIES TRUST, PLEASE CALL US, (800)382-0016, OR CONTACT YOUR FINANCIAL
CONSULTANT. THE PROSPECTUSES CONTAIN COMPLETE INFORMATION REGARDING FEES, SALES
CHARGES, AND EXPENSES. PLEASE READ THEM CAREFULLY BEFORE INVESTING OR SENDING
MONEY.

                                       2

<PAGE>

MANAGER'S COMMENTARY
MENTOR GROWTH PORTFOLIO

During the six months ended March 31, 1996, Mentor Growth Portfolio A shares
gained 15.44%, outperforming the benchmark Russell 2000 Index~ which returned
7.38%. B shares gained 14.93% during the period.* The market capitalization
emphasis of the Growth Portfolio remains in small and mid-size companies,
because we believe that the earnings outlook for this group of stocks is above
average.

In our last report to you we noted that in mid-1995, the market focused again on
the strong, consistent earnings growth of small-capitalization growth companies,
when it became apparent that the extraordinary earnings growth of larger, more
cyclical companies was unsustainable.

WHAT HAS CHANGED SINCE THAT REPORT?

First, the economy. Following a surprisingly weak fourth quarter, the economy --
marked by the worst Christmas-selling season since 1990 -- has begun to gain
strength. Many factors caused a stronger than expected first quarter, including
the end of labor strikes in the transportation sector, and sizable and early tax
refunds. In line with the economic strength, earnings reports for the first
quarter were generally positive, but yielded few surprises.

Second, interest rates rose in the first quarter, reflecting economic strength
and surprising many who expected the general weakness of the fourth quarter to
cause a further rate decline in the first quarter of 1996.

Third, focus on the small- to- mid-capitalization stocks intensified, causing
the S&P Mid-Capitalization Index to outperform the S&P 500 for the first time.**

WHAT HAVE WE DONE DIFFERENTLY OVER THE PAST HALF YEAR, AND WHAT ARE WE DOING TO
ADDRESS THE CHANGING MARKETS?

Our emphasis remains on purchasing and holding companies with price/earnings
ratios that do not adequately reflect the outlook for their earnings growth
rates. At the end of March, 1996, the growth rates of our companies for the past
twelve months and for the one and three years projected, relative to the S&P 500
companies, were as follow:

                            EARNINGS GROWTH RATES***

                     past 12     est. next      est. next
                      months     12 months     three years

Growth Portfolio      27.4%        48.7%          24.0%
S&P 500               11.7%        11.1%           7.0%

With companies' earnings growing at rates double the S&P 500, one would expect
to see a significant price/earnings multiple premium to the S&P 500; however,
this is simply not the case.

                              Price/Earnings Ratio
                         Estimated 12-month earnings***


                           Growth Portfolio    19.4x
                           S&P 500             16.9x


                                       3

<PAGE>

MENTOR GROWTH PORTFOLIO

Despite the sizeable spread between the earnings growth rates of our companies
and those of the S&P 500, the price/earnings premium is only roughly 15%. It is
also worth noting that the overall price/earnings ratio of the Portfolio remains
at a discount to projected and past earnings growth rates. We continue to find
very attractive companies that meet our investment criteria.

We believe that our strategy of buying rapidly growing small and
mid-capitalization companies at discounts from their earnings growth rates will
be rewarded by the market.

Thank you for your support.

Sincerely,

Theodore W. Price, CFA     Jeffrey S. Drummond
PORTFOLIO MANAGER          PORTFOLIO MANAGER

Linda A. Ziglar, CFA       Edward Rick IV
PORTFOLIO MANAGER          RESEARCH ANALYST


*   Return figures do not include sales charges. See accompanying tables with
    average annual total returns.

**  The S&P Mid-Capitalization Index is an unmanaged index of mid-size companies
    with market values ranging from $85 million to $7.162 billion. The Standard
    & Poor's Index (S&P 500) is an unmanaged, market-value-weighted index of 500
    widely held domestic common stocks. Both indexes do not reflect expenses and
    may not correspond to the performance of a managed portfolio in which
    expenses are incurred. Investors cannot invest in an index.

*** Source: Indata, IBES

                             PERFORMANCE COMPARISON

Comparison of change in value of a hypothetical $10,000 investment in Mentor
Growth Portfolio Class A and the Russell 2000.~

                               [GRAPH GOES HERE]

                  6/5/95     6/30/95      9/30/95      3/31/96
  Class A         9,425       9,859       11,251       13,086
  Russell 2000   10,000      10,518       11,557       12,346


                          Total Returns as of 3/31/96
                            Including Sales Charges

                                   1-Year     Since Inception++
                    Class A         n/a          30.82%

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.

~ The Russell 2000 is composed of the 2,000 smallest stocks in the Russell 3000
  Index and represents approximately 7% of the U.S. equity market
  capitalization. The Russell 3000 is composed of the 3000 largest U.S.
  companies by market capitalization and represents approximately 98% of the
  U.S. market. The indexes are not adjusted for sales charges or other fees.

+  Represents a hypothetical investment of $10,000 in Mentor Growth Portfolio
   Class A Shares, after deducting the maximum sales charge of 5.75% ($10,000
   investment minus $575 sales charge = $9,425). The Class A Shares' performance
   assumes the reinvestment of all dividends and distributions.

++ Reflects operations of Mentor Growth Portfolio Class A Shares from the date
   of issuance on 6/5/95 through 3/31/96.

                                       4

<PAGE>
MENTOR GROWTH PORTFOLIO

                             PERFORMANCE COMPARISON

Comparison of change in value of a hypothetical $10,000 investment in Mentor
Growth Portfolio Class B Shares and the Russell 2000.~

                               [GRAPH GOES HERE]

                                   Class B          Russell 2000~
                    3/31/86         10,000             10,000
                   12/31/86          9,349              9,707
                   12/31/87          8,424              8,855
                   12/31/88          9,846             11,060
                   12/31/89         11,554             12,856
                   12/31/90         10,251             10,347
                   12/31/91         15,402             15,112
                   12/31/92         17,801             17,895
                   12/31/93         20,579             21,278
                   12/31/94         19,657             20,890
                    9/30/95         25,967             26,263
                    3/31/96         29,845             28,201

                      AVERAGE ANNUAL RETURNS AS OF 3/31/96
                            INCLUDING SALES CHARGES

                              1-Year      5-Year     10-Year
              Class B         37.68%      18.39%     11.55%


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.

~ The Russell 2000 is composed of the 2,000 smallest stocks in the Russell 3000
  Index and represents approximately 7% of the U.S. equity market
  capitalization. The Russell 3000 is composed of the 3000 largest U.S.
  companies by market capitalization and represents approximately 98% of the
  U.S. market. The indexes are not adjusted for sales charges or other fees.

+ Represents a hypothetical investment of $10,000 in Mentor Growth Portfolio
  Class B Shares. A contingent deferred sales charge will be imposed, if
  applicable, on Class B Shares at rates ranging from a maximum of 4.00% of
  amounts redeemed during the first year following the date of purchase to 1.00%
  of amounts redeemed during the six-year period following the date of purchase.
  The ending value of the Class B Shares reflects a redemption fee of 4.00% on
  any redemption less than one year from the purchase date. The Class B Shares'
  performance assumes the reinvestment of all dividends and distributions.

                                       5

<PAGE>
MANAGER'S COMMENTARY
MENTOR PERPETUAL GLOBAL PORTFOLIO

Over the six-month period ended March 31, 1996, the Mentor Perpetual Global
Portfolio achieved a total return of 11.90% for A shares, compared to the 9.27%
of the MSCI World Index,* expressed in US dollars. The B shares gained 11.47%.**
The market value of the Portfolio has increased from $18.7 million to $31.2
million over the same period.

Asset allocation weightings on March 31, were as follow:

(Bullet) 31.1%         US
(Bullet) 30.0%         Europe
(Bullet) 12.3%         Japan
(Bullet) 15.3%         Asia
(Bullet)  2.3%         Latin America
(Bullet)  9.0%         Cash


REVIEW OF THE MARKETS

During the period most of the world's markets produced positive returns. US
equities and the dollar-linked Asian markets were leaders, although the Japanese
and European markets produced satisfactory returns, as well, despite some
currency weakness.

UNITED STATES

After a relatively lackluster fourth quarter of 1995, economic growth proved to
be surprisingly strong in the first quarter of 1996, despite harsh winter
weather. Although inflation remained low, optimism faded that the Federal
Reserve would further ease monetary policy, and the view that the Fed Funds rate
might be increased later in the year became commonly expressed. Consequently,
treasuries sold off. Despite this upset in fixed-income markets, stocks
continued to make good gains with the S&P Index rising by 11.72%.*** Corporate
profit growth was satisfactory, while the flow of funds into stock mutual funds
was spectacular.

EUROPE
Most of the major European stock markets rose over the period in dollar terms,
with the exception of Italy, which was held back by political worries ahead of a
general election. Stock market gains were achieved despite a background of
stagnant economies and disappointing corporate profits.

Three factors were at work: First, European central banks continued to bring
down short rates as, with fiscal policy constrained by Maastricht Treaty
requirements, monetary policy remained the principal tool that governments could
use to fight growing unemployment. Second, with the leading members of the
European Union re-affirming their commitment to the European Monetary Union
(EMU), bond market yields began to converge with German rates, which
traditionally are the lowest in Europe. French, Dutch, and Italian bond markets
rallied despite the weakness in US treasuries. Third, the duration of the
downturn in corporate profits at last began forcing European companies to
contemplate dramatic restructuring, potentially resulting in long-lasting
fundamental improvements to profitability.

                                       6

<PAGE>
MANAGER'S COMMENTARY
MENTOR PERPETUAL GLOBAL PORTFOLIO (CONTINUED)

The outsider in these developments was the United Kingdom. The British economy
proved to be surprisingly strong, and the bottom of the interest-rate cycle
appeared to have been passed. Pressures on bond yields were further increased by
the UK's refusal to commit to EMU, and by a burgeoning public sector deficit. As
a result, British shares lagged considerably behind those of Germany, France,
and the Netherlands. The best dollar-adjusted gains of all, however, were
achieved by Switzerland, which, being outside the European Union, is on an
independent cycle.

JAPAN

The equity market recovery, which began last summer, continued, although the
gains were reduced somewhat, to dollar-investors, by weakness in the Japanese
yen. The economy at last showed convincing signs of recovery, giving investors
confidence that corporate profits, excluding the financial sector, would rise
after five years of decline. Further encouragement was provided by the fact that
domestic insurance companies, the largest institutional holders of shares,
turned net buyers in March after many months of consistent selling.

ASIA

The core markets of Hong Kong, Singapore, and Malaysia were all strong.
Singapore and Malaysia continued to enjoy rapid economic growth, while Hong Kong
was boosted by signs that the policy of economic austerity was coming to an end
in China. Political worries created considerable volatility in the peripheral
markets of Korea, Taiwan, and India.

LATIN AMERICA

Positive foreign portfolio fund flows provided evidence that the "tequila
hangover" created by the devaluation of the Mexico peso in December, 1994, had
finally worn off. To dollar investors, however, the overall return of the period
was limited.

MARKET OUTLOOK

The change in direction in bond yields is at least likely to slow down the rise
in stock prices for the next quarter or so. Yields are now rising in the US,
Japan, and the United Kingdom -- the countries with the world's three largest
stock markets. Of these three markets, Japan is least likely to be held back, as
rates are rising from historically low levels while the economy moves out of its
longest post-war recession. Rising rates signal that the Japanese economy is
returning to health and so can be tolerated, if not welcomed, by equity
investors who should witness a spectacular recovery in corporate earnings.

Short-term pressures on European yields are much less. The greater danger to
European stock markets is posed by continued disappointment over poor corporate
results, as continental economies do little more than stagnate. By contrast
Asian economies are suffering from too much growth. Symptoms of over-heating
(rising inflation and swelling

                                       7

<PAGE>
MANAGER'S COMMENTARY
MENTOR PERPETUAL GLOBAL PORTFOLIO (CONTINUED)

current account deficits) are likely to be treated by monetary tightening at a
time when interest rates are already being pushed up as a result of currency
links with the dollar.

Even so, it is difficult to be too bearish about prospects for world equity
markets. Although faster than expected US economic growth and recent spikes
upward in certain commodity prices have increased inflation fears, little
inflationary momentum seems to be rebuilding in the industrialized world. Japan
and Western Europe are awash with surplus manufacturing capacity at a time when
the capabilities of Asian and East European industries are rapidly expanding.
Competitive pressures as world trade becomes ever more integrated should
continue to keep a lid on inflation.

The sell-off in US treasuries has helped to deflate some of the speculative
pressures that had built up in global stock markets. In some markets stocks
still look a little expensive when compared to bonds. Corrections in stock
prices in the months to come should lay the foundation for solid rises later in
the year when inflationary fears should no longer undermine the world's bond
markets.

Investors must 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.

Sincerely,

Scott McGlashan
PORTFOLIO MANAGER, PERPETUAL

                                       8

<PAGE>
MENTOR PERPETUAL GLOBAL PORTFOLIO

                             PERFORMANCE COMPARISON

Comparison of change in value of a hypothetical $10,000 purchase in Mentor
Perpetual Global Portfolio Class A and Class B Shares and the Morgan Stanley
Capital International (MSCI)
World Index.*

                               [GRAPH GOES HERE]

                         Morgan Stanley    A Shares      B Shares
             3/24/94         10,000          9,996         9,450
             9/30/94         10,545          9,982         9,487
             3/31/95         10,985          9,764         9,313
             9/30/95         12,124         10,655        10,587
             3/31/96         13,249         11,815        12,323

                      AVERAGE ANNUAL RETURNS AS OF 3/31/96
                            INCLUDING SALES CHARGES

                                  1-Year    Since Inception++
              Class A Shares      19.90%        8.66%
              Class B Shares      22.21%        9.61%

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.

*   The Morgan Stanley Capital International (MSCI) World Index is an arithmetic
    average weighted by market value, of the performance of approximately 1450
    securities listed on the stock exchanges of 20 countries including the USA,
    Europe, Canada, Australia, New Zealand, and the Far East. The average
    company in the index has a market capitalization of about $3.5 billion. This
    is a total return index with gross dividends reinvested. MSCI World Index is
    not adjusted to reflect reinvestment of dividends on securities in the
    index, and is not adjusted to reflect sales loads, expenses, or other fees
    that the SEC requires to be reflected in the Portfolio's performance.

**  Return figures do not include sales charges. See accompanying tables with
    average annual total returns.

*** The Standard & Poor's Index (S&P 500) is an unmanaged, market-value-weighted
    index of 500 widely held domestic common stocks. An unmanaged index does not
    reflect expenses and may not correspond to the performance of a managed
    portfolio in which expenses are incurred. Investors cannot invest in an
    index.

+   Represents a hypothetical investment of $10,000 in Mentor Perpetual Global
    Portfolio Class A Shares, after deducting the maximum sales charge of 5.75%
    ($10,000 investment minus $575 sales charges = $9,425). The Class A Shares'
    performance assumes the reinvestment of all dividends and distributions.

++  Reflects operations of Mentor Perpetual Global Portfolio Class A and Class B
    Shares from the date of initial public investment on 3/24/94 through
    3/31/96.

~   Represents a hypothetical investment of $10,000 in Mentor Perpetual Global
    Portfolio Class B Shares. A contingent deferred sales charge will be
    imposed, if applicable, on Class B Shares at rates ranging from a maximum of
    4.00% of amounts redeemed during the first year following the date of
    purchase to 1.00% of amounts redeemed during the six-year period following
    the date of purchase. Class B Shares are charged a redemption fee of 4.00%
    on any redemption less than one year from the purchase date. The Class B
    Shares' performance assumes the reinvestment of all dividends and
    distributions.

                                       9

<PAGE>
MANAGER'S COMMENTARY
MENTOR CAPITAL GROWTH PORTFOLIO

For the three- and six-month periods ended March 31, the Capital Growth
Portfolio A shares returned 8.25% and 13.17%, respectively, outperforming the
S&P 500 benchmark.* B shares returned 8.08% and 12.72% for the same periods. The
S&P 500 returned 5.44% in the first quarter of 1996, marking the first time
since 1959 that this index has returned more than 5% for five consecutive
quarters. In the six-month period ended March 31, the S&P was up 11.72%. During
this period the stock market has continued to advance, despite the fact that
interest rates have reversed course and moved higher this year. Corporate
earnings growth continues to decelerate.

Given the substantial rise in the stock market over the past year, it can
reasonably be asked whether equity prices are substantially overvalued. One
approach to the answer: Compare our current holdings to their historical
valuation and earnings outlook.

Over the past 10 years the average annual earnings-per-share growth for the
stocks in the Capital Growth Portfolio has been 14% -- approximately twice the
average for the S&P 500. During the same period the price appreciation for those
equities has also averaged 14%, indicating that over the long term, earnings
trends are the key determinant of stock prices.

Over the past 10 years, however, price growth has been substantially more
volatile than earnings growth, in part a result of the fact that short-term
fluctuations in equity prices are affected more than long-term price trends, by
changes in investor psychology and interest rates. In fact, the P/E ratio for
our current Portfolio, which has averaged 17.5x, has ranged from a low of 14x to
a high of 22x.

The potential risk to equities from negative shifts in investor psychology and
interest rates is largely a function of valuation levels, with higher valuations
associated with greater risk. Despite the gain in the market over the past year,
the stocks in our Portfolio are in line with their historical average P/E
levels. Specifically, because our Portfolio trades at 17x estimated 1996
earnings, we believe that equity prices, regarded in an historical context, are
not significantly overvalued.

The stable growth equities we own are performing well relative to the market, a
trend we expect to continue if corporate earnings growth continues to slow. They
trade at reasonable valuations relative to their long-term earnings potential.
And we are presently unaware of reasons to prevent these holdings from
continuing to show, on average, future earnings growth consistent with their
historical above-average earnings growth rates.

Sincerely,

John G. Davenport, CFA        Richard H. Skeppstrom II
CHIEF EQUITY OFFICER          PORTFOLIO MANAGER

P. Barton Peters, CFA         Chris W. Rusbuldt, CFA
DIRECTOR OF EQUITY            PORTFOLIO MANAGER
RESEARCH


*  The Standard & Poor's Index (S&P 500) is an unmanaged, market-value-weighted
   index of 500 widely held domestic common stocks. An unmanaged index does not
   reflect expenses and may not correspond to the performance of a managed
   portfolio in which expenses are incurred. Investors cannot invest in an
   index.

** Return figures do not include sales charges. See accompanying tables with
   average annual total returns.

                                       10

<PAGE>
MENTOR CAPITAL GROWTH PORTFOLIO

                             PERFORMANCE COMPARISON

Comparison of change in value of a hypothetical $10,000 investment in Mentor
Capital Growth Portfolio Class A and Class B Shares and the S&P 500.~

                               [GRAPH GOES HERE]

                                 S&P 500      B Shares    A Shares
                     4/29/92      10,000      10,000         9,450
                     9/30/92      10,215      10,061         9,524
                     9/30/93      11,543      10,818        10,306
                     9/30/94      11,965      10,601        10,165
                     9/30/95      15,521      12,443        12,216
                     3/31/96      17,340      14,252        13,789


                      AVERAGE ANNUAL RETURNS AS OF 3/31/96
                            INCLUDING SALES CHARGES

                                      1-Year       Since Inception+++
                  Class A Shares      19.34%           8.52%
                  Class B Shares      21.72%           9.06%

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.

~   The S&P 500 is adjusted to reflect reinvestment of dividends on securities
    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.

+   Represents a hypothetical investment of $10,000 in Mentor Capital Growth
    Portfolio Class B Shares. A contingent deferred sales charge will be
    imposed, if applicable, on Class B Shares of rates ranging from a maximum of
    4.00% of amounts redeemed during the first year following the date of
    purchase to 1.00% of amounts redeemed during the six-year period following
    the date of purchase. Class B Shares are charged a redemption fee of 4.00%
    on any redemption less than one year from the purchase date. The Class B
    Shares' performance assumes the reinvestment of all dividends and
    distributions.

++  Represents a hypothetical investment of $10,000 in Mentor Capital Growth
    Portfolio Class A Shares, after deducting the maximum sales charge of 5.75%
    ($10,000 investment minus $575 sales charges = $9,425). The Class A Shares'
    performance assumes the reinvestment of all dividends and distributions.

+++ Reflects operations of Mentor Capital Growth Portfolio Class A and Class B
    Shares from the date of initial public investment on 4/29/92 through
    3/31/96.

                                       11

<PAGE>
MANAGER'S COMMENTARY
MENTOR STRATEGY PORTFOLIO

In the last few days, subsequent to the closing of the March quarter, our asset
allocation model directed us to invest 14% of fund assets into bonds, reducing
the percentage allocated to stocks by that same amount. This recent shift is the
first time since May 15, 1995, that the model has suggested any participation in
the bond market. Our asset allocation model has continued to guide the Strategy
Portfolio into what we believe to be the appropriate asset classes in a timely
manner. While many of the portfolios in our category of mutual funds have
suffered because of their bond concentration, our equity bias has caused our
fund to perform well.

We believe that the stock market may be getting ready for a short-term rest
before embarking, later in the summer, on another spirited rally. In the last
few months several factors have combined to improve investors' economic
perception. Due to special "one-time" conditions, consumers began a flurry of
buying in March and April, which has convinced many that the economy is on the
rebound. We suspect that this perception will change in coming months, and that
recent high bond yields will drop again. We also anticipate that the Federal
Reserve will be forced to cut short-term rates further.

For the last six months, we have gradually shifted the equity assets of your
Portfolio into stocks with smaller capitalizations. This has proven timely, as
the A shares of Mentor Strategy appreciated during the first THREE months of
1996 by 8.04%, compared to only 5.44% for the S&P 500.+ B shares returned 7.82%
during the same period, and for the SIX-month period, A shares returned 10.32%
and B shares returned 9.88%.++ Now that it appears that the performance of
equities may take a short sabbatical, the decision to buy bonds is intended to
enhance our ability to make the most of this lull. Active asset allocation is a
clear advantage in managing the Strategy Portfolio.

Even though we do not expect a significant correction in stocks for at least
nine or 12 more months, if and when our model begins to pick up signs of
increasing risks, we have the flexibility to move into cash reserves as a
protective measure. In most funds investors who can detect signs of impending
market danger typically have the limited options of riding out the vulnerable
periods, or selling their fund shares. Selling fund shares creates the potential
for leaving assets un-invested well into the next bullish phase. We are
fortunate that the guidelines of our fund allow us to implement the
recommendations of our asset allocation model.

We have also been pleased with the results of our sector discipline. Late last
year it directed a portion of the Portfolio's assets into the energy sector,
which, with the rise in the price of oil and the relatively short current
supply, has proven timely. We now find our system beginning to de-emphasize
financial and medical/healthcare issues, which have enjoyed

                                       12

<PAGE>
MANAGER'S COMMENTARY
MENTOR STRATEGY PORTFOLIO (CONTINUED)

large price appreciation over the last 16 months.

We are targeting new purchases in basic industry and consumer durables. Both
sectors should be major beneficiaries of the continued world-wide capital
expansion and the removal of trade restrictions.

If our economic expectations prove to be accurate and the Federal Reserve again
cuts short-term interest rates, economically sensitive stocks should prosper,
particularly small-capitalization stocks. We expect to see investor optimism
reach full maturity in the next 18 months, to an extent that has not occurred
since the 1960s.

INVESTORS SHOULD KEEP IN MIND THAT WHILE THE PORTFOLIO MANAGERS WILL ENDEAVOR TO
MANAGE THE PORTFOLIO IN ACCORDANCE WITH THE PROCESS DESCRIBED, THERE ARE NO
GUARANTEES THAT IT WILL BE SUCCESSFUL.

Sincerely,

Don R. Hays
PORTFOLIO MANAGER

+  The Standard & Poor's Index (S&P 500) is an unmanaged, market-value-weighted
   index of 500 widely held domestic common stocks. An unmanaged index does not
   reflect expenses and may not correspond to the performance of a managed
   portfolio in which expenses are incurred. Investors cannot invest in an
   index.

++ Return figures do not include sales charges. See accompanying tables with
   average annual total returns.

                                       13

<PAGE>
MENTOR STRATEGY PORTFOLIO

                             PERFORMANCE COMPARISON

Comparison of change of value of hypothetical $10,000 investment in Mentor
Strategy Portfolio Class A Shares and the S&P 500.~

                               [GRAPH GOES HERE]

                                     Class A       S&P 500~
                       6/5/95          9,425        10,000
                       6/30/95         9,695        10,235
                       9/30/95        10,554        10,890
                       3/31/96        11,781        12,346

                          TOTAL RETURNS AS OF 3/31/96
                            INCLUDING SALES CHARGES

                                  1-Year     Since Inception**
                       Class A     n/a           17.82%

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.

~   The S&P 500 is adjusted to reflect reinvestment of dividends on securities
    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.

*   Represents a hypothetical investment of $10,000 in Mentor Strategy Portfolio
    Class A Shares, after deducting the maximum sales charge of 5.75% ($10,000
    investment minus $575 sales charges = $9,425). The Class A Shares'
    performance assumes the reinvestment of all dividends and distributions.

**  Reflects operations of Mentor Strategy Portfolio Class A from the date of
    issuance on 6/5/95 through 3/31/96.


Comparison of change of value of hypothetical $10,000 investment in Mentor
Strategy Portfolio Class B Shares and the S&P 500.~



                               [GRAPH GOES HERE]

                                       S&P         Class B
                        1/10/93      10,000         10,000
                        1/12/93      10,028         10,160
                        1/6/94        9,683          9,032
                        1/12/94      10,157          9,893
                        1/6/95       12,206         11,198
                        9/30/95      13,178         11,775
                        3/31/96      14,723         13,337

                      AVERAGE ANNUAL RETURNS AS OF 3/31/96
                            INCLUDING SALES CHARGES

                                1-Year    Since Inception+
                     Class B    25.25%          11.69%

*** Represents a hypothetical investment of $10,000 in Mentor Strategy Portfolio
    Class B Shares. A contingent deferred sales charge will be imposed, if
    applicable, on Class B shares at rates ranging from a maximum of 4.00% of
    amounts redeemed during the first year following the date of purchase to
    1.00% of amounts redeemed during the six-year period following the date of
    purchase. The ending value of the Class B Shares reflects a redemption fee
    of 4.00% on any redemption less than one year from the purchase date. The
    Class B Shares' performance assumes the reinvestment of all dividends and
    distributions.

+   Reflects operations of Mentor Strategy Portfolio Class B from the date of
    issuance on 10/29/93 through 3/31/96.

                                       14

<PAGE>
MANAGER'S COMMENTARY
MENTOR INCOME & GROWTH PORTFOLIO

REVIEW OF MARKETS

The fourth quarter of 1995 was a startlingly good period for both equity and
fixed-income markets. The equity and fixed-income markets, however, "de-coupled"
during the first quarter of 1996. Bond yields rose sharply, producing negative
total returns for all but securities of the shortest maturities. Equities, on
the other hand, continued their steady climb. The same backdrop remained in
place during the last two quarters -- stable or slowing growth and low inflation
- -- generally, a positive backdrop for both asset classes.

MARKET CONDITIONS

For the six-month period ending March 31, 1996, the Portfolio returned 11.28%
for A shares, and 10.89% for B shares.~ During the last six months the equity
portion of the Portfolio benefited from exposure to the materials and retail
sectors. Conversely, the Portfolio was hurt by an underweighting in healthcare
and information technology. The equity and fixed-income portions of the
Portfolio continue to outperform their respective benchmarks (S&P 500, which
returned 11.72% for the six months, Lehman Brothers Aggregate which returned
2.40% for the six months).+

MARKET OUTLOOK

The United States economy appears to have crossed the low point of the
slow-down, and should grow by 2.0-2.5% in 1996. Inflation continues to remain in
check, excluding the volatile food and energy sectors, which have been a
short-term negative. For the first time in many years, however, wage growth has
outpaced inflation over the last few months.

The inventory correction seems close to an end, as businesses have made
considerable progress in curbing inventory accumulation. The housing sector
continues to provide modest support to the economy, despite the quarter's harsh
weather. Globally, the outlook is positive for the second half of 1996, with all
three major central banks in an accommodative mode, while Japanese housing
starts have made an important turn.

Corporate profits should continue to grow into 1996, but at a slower pace than
1995. High single-digit earnings growth seems likely, given that most of the
productivity gains from restructuring and capital spending are behind us. We
should continue to see share repurchases and, to a lesser extent, dividend
increases.

PORTFOLIO STRATEGY

We continued to add selectively to our significant holdings in commercial
aerospace suppliers, as the sector has begun to be recognized. The domestic
airlines are now in a position to spend on refurbishing and replacing their
aging fleets, which should provide the next leg to the cycle. The strong order
progress to date has been almost exclusively from international carriers.

After many years of underweighting the retail sector we moved toward a market
weighting. Margins of well-run companies should improve as department store
consolidation and the contraction of specialty stores begin to ease the
overcapacity problem. In addition individual companies have restructured
operations to improve profitability.

In the commodity cyclicals area we maintained our large commitment to aluminum
stocks, as producers should continue to benefit from increased demand and
restrained supply. On the other hand we virtually eliminated our position in
paper stocks, as the supply/demand outlook continues to erode with further
announcements of new supply.

                                       15

<PAGE>
MANAGER'S COMMENTARY
MENTOR INCOME & GROWTH PORTFOLIO (CONTINUED)

The stock market rally continued into 1996, leaving few sectors undervalued.
While broad valuations remain high, we are still finding new opportunities in
specific companies.

With the optimism of year-end 1995 now removed from the yield structure, the
question is, "What next?" We typically have a strong view on the fundamental
economic outlook and the direction of interest rates, but at present, we are
content to maintain a neutral duration structure relative to the market. It is
equally possible at present to make the stronger economy/higher interest rate
case, or the moderate growth/lower interest rate case, because the economy could
go either way. In addition the economic data seem to be less precise, making
economic analysis more difficult.

Historically, we do not remain neutral for extended periods, and we expect a
move from neutral to occur sometime during the second quarter.

Sincerely,

Paul D. Kaplan
FIXED-INCOME PORTFOLIO MANAGER

Arnold C. Schneider, CFA
EQUITY PORTFOLIO MANAGER

~  Return figures do not include sales charges. See accompanying tables with
   average annual total returns.

+  The Standard & Poor's Index (S&P 500) is an unmanaged, market-value-weighted
   index of 500 widely held domestic common stocks. An unmanaged index does not
   reflect expenses and may not correspond to the performance of a managed
   portfolio in which expenses are incurred. The Lehman Brothers Aggregate Index
   is made up of the Government/Corporate Index, the Mortgage-Backed Securities
   Index, and the Asset-Backed Securities Index. The Lehman Brothers Aggregate
   Bond Index and S&P 500 are adjusted to reflect reinvestment of dividends on
   securities in the indexes. The Lehman Brothers 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. This index
   represents an asset allocation of 60% S&P 500 stocks and 40% Lehman Brothers
   Aggregate Bond Index. Investors cannot invest in an index.

                             PERFORMANCE COMPARISON

Comparison of change in value of a hypothetical $10,000 investment in Mentor
Income & Growth Portfolio Class A and Class B Shares, the S&P 500 and the Lehman
Brothers Aggregate Bond Index.+

                               [GRAPH GOES HERE]

                 LAGG/S&P 500      A Shares     B Shares
5/24/93            10,000           9,450        10,133
9/30/93            10,353           9,909        10,506
9/30/94            10,446          10,578        11,239
9/30/95            12,879          12,402        12,614
3/31/96            13,998          13,764        14,319



                      AVERAGE ANNUAL RETURNS AS OF 3/31/96
                            INCLUDING SALES CHARGES

                                      1-Year     Since Inception++
               Class A Shares         18.98%         11.97%
               Class B Shares         21.26%         12.69%

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.

**  Represents a hypothetical investment of $10,000 in Mentor Income & Growth
    Portfolio Class B Shares. A contingent deferred sales charge will be
    imposed, if applicable, on Class B shares at rates ranging from a maximum of
    4.00% of amounts redeemed during the first year following the date of
    purchase to 1.00% of amounts redeemed during the six-year period following
    the date of purchase. Class B Shares are charged a redemption fee of 4.00%
    on any redemption less than one year from the purchase date. The Class B
    Shares' performance assumes the reinvestment of all dividends and
    distributions.

*** Represents a hypothetical investment of $10,000 in Mentor Income & Growth
    Portfolio Class A Shares, after deducting the maximum sales charge of 5.75%
    ($10,000 investment minus $575 sales charges = $9,425). The Class A Shares'
    performance assumes the reinvestment of all dividends and distributions.

++  Reflects operations of Mentor Income & Growth Portfolio Class A and Class B
    Shares from the date of initial public investment on 5/24/93 through
    3/31/96.

                                       16

<PAGE>
MANAGER'S COMMENTARY
MENTOR MUNICIPAL INCOME PORTFOLIO

GENERAL MARKET CONDITIONS

The fixed-income markets were strong through January of 1996; however, concerns
about the strength of the economy and the possibility of higher inflation led to
weakness through February and March. Municipals increased in value relative to
treasuries, as higher rate levels kept supply of new issues low, and the threat
of tax reform's negative effect on the municipal market diminished.

HOW MARKET CONDITIONS AFFECTED THE PORTFOLIO

The Portfolio had a return of 3.03% for A shares and 2.72% for B shares+ over
the past six months. This compares to 2.87% for the Lehman Municipal Bond
Index++ for the same period. The Portfolio continues to be "barbelled" between
AAA-insured bonds and higher yielding BBB and non-rated securities, which allows
our extensive credit research to add value to the Portfolio. The Portfolio's
largest exposure is to the healthcare industry (17% of assets).

There have been no significant shifts in sector or rating distribution that have
affected performance, and the Portfolio remains well diversified. This, coupled
with low issuance due to virtually no refunding issues at current rates, should
help municipals outperform treasuries during 1996. With the potential strength
of the economy in question and inflation slowly increasing, the Portfolio will
stay very close to its target maturities and structure. Economic weakness, which
would allow the Federal Reserve to lower short rates, would be viewed very
constructively from our viewpoint. We feel it will be difficult for the longer
maturities to rally significantly without lower rates at the short end of the
interest rate curve.

Sincerely,


David C. Johnson
PORTFOLIO MANAGER

+  Return figures do not include sales charges. See accompanying tables with
   average annual total returns.

++ The Lehman Municipal Bond Index is adjusted to reflect reinvestment of
   interests 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.

                                       17

<PAGE>
MENTOR MUNICIPAL INCOME PORTFOLIO

                             PERFORMANCE COMPARISON

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.~

                               [GRAPH GOES HERE]

          Lehman Municipal Bond Index    A Shares        B Shares
4/29/92          10,000.00                9,525.00       10,000.00
9/30/92          10,561.21               10,034.00       10,528.00
9/30/93          11,906.12               11,637.00       12,134.00
9/30/94          11,615.75               11,101.00       11,511.11
9/30/95          12,915.57               12,151.00       12,348.00
3/31/96             13,286                  12,519          12,690


                      AVERAGE ANNUAL RETURNS AS OF 3/31/96
                            INCLUDING SALES CHARGES


                               1-Year    Since Inception***
                    Class A     2.39%       5.90%
                    Class B     2.88%       6.26%


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
GUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.

~   The Lehman Municipal Bond Index is adjusted to reflect reinvestment of
    interests 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.

*   Represents a hypothetical investment of $10,000 in Mentor Municipal Income
    Portfolio Class B Shares. A contingent deferred sales charge will be
    imposed, if applicable, on Class B Shares at rates ranging from a maximum of
    4.00% of amounts redeemed during the first year following the date of
    purchase to 1.00% of amounts redeemed during the six-year period following
    the date of purchase. Class B Shares are charged a redemption fee of 4.00%
    on any redemption less than one year from the purchase date. The Class B
    Shares' performance assumes the reinvestment of all dividends and
    distributions.

**  Represents a hypothetical investment of $10,000 in Mentor Municipal 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.

*** Reflects operations of Mentor Municipal Income Portfolio Class A and Class B
    Shares from the date of initial public investment on 4/29/92 through
    3/31/96.

                                       18

<PAGE>
MANAGERS' COMMENTARY
MENTOR QUALITY INCOME PORTFOLIO
MENTOR SHORT-DURATION INCOME PORTFOLIO

MARKET CONDITIONS

During the six-month period ended March 31, two-year rates decreased 0.10% and
10-year rates increased 0.15%.+ While modest steepening of the yield curve
suggests -- at first glance -- a period of relative tranquillity for the bond
market, this was hardly the case. In fact, the first four months, October
through January, saw a continuation of the strong market rally that began in
early 1995, and was followed by a rapid and sustained sell-off during February
and March. Two-year and 10-year treasuries yielded 5.75% and 6.32%,
respectively, on March 31, up 0.60% and 0.75% from year-end levels. January
optimism regarding timely resolution to the balanced budget impasse and the
prospect of additional rate cuts quickly faded. February and March brought a
surprisingly strong series of economic statistics, culminating in a March
employment number showing the largest monthly job growth in more than 12 years.

PERFORMANCE

After a very strong 1995, Mentor Short-Duration Income and Quality Income
Portfolios generated modest performance results for the January-March period.
Mentor Short-Duration Income Portfolio A shares had a return of 2.98% for the
six-month period ended March 31 and B shares returned 2.75%, which compares to
2.80% for the Merrill Lynch three-year Treasury Index.++ The Quality Income
Portfolio A shares returned 2.30% and the B shares, 2.02% for the six-month
period.+++ The Merrill Lynch seven-year Treasury Index returned 1.96%. Treasury
securities, with their positive convexity characteristics, helped us to
outperform during late 1995 and the first month of 1996, but hurt relative
performance later in the quarter. In addition the decision to maintain Portfolio
durations approximately 10% longer than the three-year and seven-year treasury
benchmarks hampered performance during the market sell-off.

MARKET OUTLOOK

Economic growth clearly firmed in the first quarter and growth expectations for
the second quarter now stand in the 2-3% range. At that level it appears
increasingly likely that the Federal Reserve will remain on the sidelines for
the present time. As a result, we have shortened the duration of our Portfolios
to a market-neutral position, which we anticipate maintaining until a clearer
picture of the economy's direction emerges. We remain optimistic on the market's
longer-term prospects, and are looking for an opportunity to resume a more
aggressive posture.

Sincerely,

P. Michael Jones, CFA     Steven C. Henderson
PORTFOLIO MANAGER         PORTFOLIO MANAGER

+   Of course, CDs and treasury bills are guaranteed as to principal and
    interest, and money-market funds offer an opportunity for stability of
    principal, while the Portfolio's shares are not guaranteed and will
    fluctuate.

++  The Merrill Lynch 3-Year and 7-Year Treasury Indexes are adjusted to reflect
    reinvestment of interest on securities in the index. The Merrill Lynch
    3-Year and 7-Year Treasury Indexes are not adjusted to reflect sales loads,
    expenses, or other fees that the SEC requires to be reflected in the
    Portfolio's performance. Investors cannot invest in an index.

+++ Return figures do not include sales charges. See accompanying tables with
    average annual total returns.

                                       19

<PAGE>
MENTOR QUALITY INCOME PORTFOLIO
MENTOR SHORT-DURATION INCOME PORTFOLIO (CONTINUED)

                             PERFORMANCE COMPARISON

Comparison of change in value of a hypothetical $10,000 purchase in Mentor
Quality Income Portfolio Class A and Class B Shares and the Merrill Lynch 7-Year
Treasury Index.~

                               [GRAPH GOES HERE]

                             Merrill Lynch
                         7-Year Treasury Index     A Shares    B Shares
                 4/29/92       10,000               9,525      10,000
                 9/30/92       11,052               9,846      10,324
                 9/30/93       12,380              10,378      10,827
                 9/30/94       11,705              10,036      10,406
                 9/30/95       13,496              11,222      11,354
                 3/31/96       13,606              11,480      11,583

                      AVERAGE ANNUAL RETURNS AS OF 3/31/96
                            INCLUDING SALES CHARGES

                                 1-Year    Since Inception***
               Class A Shares     4.80%        3.59%
               Class B Shares     5.54%        3.94%

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.

~   The Merrill Lynch 7-Year Treasury Index is adjusted to reflect reinvestment
    of interest on securities in the index. The Merrill Lynch 7-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 performance.

*   Represents a hypothetical investment of $10,000 in Mentor Quality Income
    Portfolio Class B Shares. A contingent deferred sales charge will be
    imposed, if applicable, on Class B Shares at rates ranging from a maximum of
    4.00% of amounts redeemed during the first year following the date of
    purchase to 1.00% of amounts redeemed during the six-year period following
    the date of purchase. Class B Shares are charged a redemption fee of 4.00%
    on any redemption less than one year from the purchase date. The Class B
    Shares' performance assumes the reinvestment of all dividends and
    distributions.

**  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.

*** Reflects operations of Mentor Quality Income Portfolio Class A and Class B
    Shares from the date of initial public investment on 4/29/92 through
    3/31/96.

                                       20

<PAGE>
MENTOR QUALITY INCOME PORTFOLIO
MENTOR SHORT-DURATION INCOME PORTFOLIO

                             PERFORMANCE COMPARISON

Comparison of change in value of hypothetical $10,000 purchase in Mentor
Short-Duration Income Portfolio Class A Shares and the Merrill Lynch 3-Year
Treasury.~

                               [GRAPH GOES HERE]

                                Class A     3-Year Treasury
                 6/16/96          9,900         10,000
                 6/30/95          9,946         10,062
                 9/30/95          9,931         10,139
                 3/31/96         10,350         10,423



                          TOTAL RETURNS AS OF 3/31/96
                            INCLUDING SALES CHARGES

                               1-Year   Since Inception**
                    Class A     n/a         3.49%

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.

~   The Merrill Lynch 3-Year Treasury is adjusted to reflect reinvestment of
    interest on securities in the index. The Merrill Lynch 3-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 performance. The Portfolio
    invests in securities other than Treasuries.

*   Represents a hypothetical investment of $10,000 in Mentor Short-Duration
    Income Portfolio Class A Shares, after deducting the maximum sales charge of
    1.00% ($10,000 investment minus $100 sales charges = $9,900. The Class A
    Shares' performance assumes the reinvestment of all dividends and
    distributions.

**  Reflects operations of Mentor Short-Duration Income Portfolio Class A from
    the date of issuance on 6/16/95 through 3/31/96.


Comparison of change in value of hypothetical $10,000 purchase in Mentor
Short-Duration Income Portfolio Class B Shares and Merrill Lynch 3-year
Treasury.

                               [GRAPH GOES HERE]

                                   Class B     3-Year Treasury
                      4/28/94       10,000          10,000
                      6/30/94       10,040          10,019
                     12/31/94       10,093          10,075
                      6/30/95       10,516          10,920
                      9/30/95       10,623          11,051
                      3/31/96       11,327          11,360


                                 AVERAGE ANNUAL
                             RETURNS AS OF 3/31/96
                            INCLUDING SALES CHARGES

                                1-Year     Since Inception++
                    Class B      4.20%           4.71%

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.

+  Represents a hypothetical investment of $10,000 in Mentor Short-Duration
   Income Portfolio Class B Shares. A contingent deferred sales charge will be
   imposed, if applicable on Class B Shares at rates ranging from a maximum of
   4.00% of amounts redeemed during the first year following the date of
   purchase to 1.00% of amounts redeemed during the six-year period following
   the date of purchase. The ending value of the Class B shares reflects a
   redemption fee of 4.00% on any redemption less than one year from the
   purchase date. The Class B Shares' performance assumes the reinvestment of
   all dividends and distributions.

++ Reflects operations of Mentor Short-Duration Income Portfolio Class B Shares
   from the date of initial public investment on 4/28/94 through 3/31/96.

                                       21

<PAGE>
MENTOR GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
MARCH 31, 1996 (UNAUDITED)

<TABLE>
<CAPTION>

                                                                Percent of Net Assets          Shares            Market Value
<S>                                                            <C>                       <C>                 <C>

COMMON STOCKS                                                  89.13%

BASIC MATERIALS                                                             0.72%
  Blount, Inc.-Class A                                                                        77,300         $  2,376,975

CAPITAL GOODS & CONSTRUCTION                                                3.01%
  Clayton Homes, Inc.                                                                        185,425            3,870,747
  Continental Waste, Inc.*                                                                   161,850            1,760,119
  LSI Industries, Inc.                                                                        91,650            1,649,700
  Southern Energy Homes*                                                                     118,500            1,747,875
  Superior Services, Inc.*                                                                    72,000              954,000
                                                                                                                9,982,441

CONSUMER CYCLICAL                                              14.67%
  Apple South, Inc.                                                                          198,300            4,858,350
  Baby Superstore, Inc.*                                                                      15,000              682,500
  Casey's General Stores, Inc.                                                               172,950            4,064,325
  Consolidated Products Company*                                                             133,725            2,373,619
  Corporate Express, Inc.*                                                                   125,550            4,143,150
  Dollar General Corporation                                                                 134,341            3,895,889
  Friedman's, Inc.-Class A*                                                                  113,700            2,274,000
  General Nutrition Companies, Inc.*                                                         150,300            3,757,500
  Leggett & Platt, Inc.                                                                       59,600            1,363,350
  Outback Steakhouse, Inc.*                                                                   80,900            3,048,919
  Quality Dining, Inc.*                                                                      158,200            4,666,900
  Regal Cinemas, Inc.*                                                                       133,762            4,915,753
  Rio Hotels & Casinos, Inc.*                                                                105,150            1,603,538
  Scientific Games Holding*                                                                   76,200            2,133,600
  Sinclair Broadcasting Group, Inc.*                                                          26,050              690,325
  StudioPlus Hotels, Inc.*                                                                    89,700            2,489,175
  Sunglass Hut International, Inc.*                                                           52,050            1,724,156
                                                                                                               48,685,049

CONSUMER STAPLES                                                            1.71%
  Performance Food Group*                                                                     52,650            1,289,925
  Richfood Holdings, Inc.                                                                    155,700            4,388,794
                                                                                                                5,678,719

ENERGY                                                                      0.94%
  Nuevo Energy Company*                                                                      109,250            3,140,938
</TABLE>

                                       22

<PAGE>
MENTOR GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
MARCH 31, 1996 (UNAUDITED)

<TABLE>
<CAPTION>

                                                               Percent of Net Assets          Shares            Market Value
<S>                                                            <C>                       <C>                 <C>

COMMON STOCKS (CONTINUED)

FINANCIAL                                                                   8.48%
  Compdent Corporation*                                                                       61,800         $  2,224,800
  Credit Acceptance Company*                                                                  64,300            1,189,550
  First Commerce Corporation                                                                  99,750            3,291,750
  First Commonwealth, Inc.*                                                                   75,550            1,945,412
  First Data Corporation                                                                      38,458            2,711,289
  First Investors Financial Services Group*                                                   85,100              787,175
  Jayhawk Acceptance Corporation*                                                             87,700            1,074,325
  Leader Financial Corporation                                                                90,950            4,001,800
  Markel Corporation*                                                                         66,510            5,852,880
  National Commerce Bancorporation                                                           114,996            3,564,876
  United Dental Care, Inc.*                                                                   38,300            1,484,125
                                                                                                               28,127,982

HEALTH                                                                     26.93%
  American Oncology Research, Inc.*                                                           10,000              425,000
  Dentsply International, Inc.                                                                80,450            3,238,113
  Emcare Holdings, Inc.*                                                                      88,500            2,400,563
  Gelman Sciences, Inc.*                                                                      99,850            2,596,100
  Gulf South Medical Supplies, Inc.*                                                          97,150            3,667,412
  Health Management Associates*                                                              137,550            4,814,250
  Healthdyne Technologies*                                                                   130,550            1,623,716
  Healthsource, Inc.*                                                                        115,600            4,479,500
  Henry Schein, Inc.*                                                                         84,200            2,462,850
  Idexx Laboratories, Inc.*                                                                   57,000            2,394,000
  Lunar Corporation*                                                                          53,100            2,270,025
  Manor Care, Inc.                                                                            93,250            3,660,063
  Medaphis Corporation*                                                                       41,500            2,012,750
  Medcath, Inc.*                                                                             160,550            4,696,088
  Meridian Diagnostics, Inc.                                                                 178,550            1,897,093
  Multicare Companies, Inc.*                                                                 108,700            3,084,362
  NCS Healthcare, Inc.-Class A*                                                                3,000               73,500
  National Dentex Corporation*                                                               100,600            2,200,625
  National Surgery Centers, Inc.*                                                             96,300            3,105,675
  Omnicare, Inc.                                                                              73,150            3,940,956
  Orthodontic Centers of America, Inc.*                                                       56,300            1,689,000
  Parexel International Corporation*                                                          39,200            1,695,400
  Patterson Dental Company*                                                                   99,850            3,020,463
  Pediatric Services of America, Inc.*                                                       113,650            2,883,868
  Phycor, Inc.*                                                                               85,500            3,762,000
</TABLE>

                                       23

<PAGE>
MENTOR GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
MARCH 31, 1996 (UNAUDITED)

<TABLE>
<CAPTION>

                                                               Percent of Net Assets         Shares            Market Value
<S>                                                            <C>                       <C>                 <C>

COMMON STOCKS (CONTINUED)

HEALTH (CONTINUED)
  Physician Sales & Services, Inc.*                                                          138,500         $  3,427,875
  Renal Treatment Centers*                                                                   169,700            4,030,375
  Res-Care, Inc.*                                                                             15,000              313,125
  Respironics, Inc.*                                                                         134,500            2,824,500
  Serologicals Corporation*                                                                   82,200            2,260,500
  Sofamor/Danek Group, Inc.*                                                                 112,450            3,809,243
  Vencor, Inc.*                                                                              133,125            4,592,813
                                                                                                               89,351,803

TECHNOLOGY                                                                 22.83%
  3Com Corporation*                                                                           20,700              825,412
  ACC Corporation*                                                                           137,850            4,083,806
  Altera Corporation*                                                                         45,700            2,553,487
  Applied Microsystems Corporation*                                                          121,550            1,139,531
  Benchmark Electronics, Inc.*                                                               128,300            3,832,963
  Casino Data Systems*                                                                       115,575            1,964,775
  Cheyenne Software, Inc.*                                                                    66,750            1,051,313
  Cisco Systems, Inc.*                                                                        50,000            2,318,750
  Coherent Communications Systems Company*                                                    67,850            1,408,947
  Computational Systems Inc.*                                                                 70,650            1,254,037
  Concord Electronics Fleet Services, Inc.*                                                   58,175            1,541,638
  Cooper & Chyan Technology, Inc.*                                                           109,300            1,530,200
  Danka Business Systems                                                                      78,500            3,316,625
  Envoy Corporation*                                                                         107,650            2,529,775
  Flextronics International, Ltd.*                                                            94,950            2,895,975
  Frontier Corporation*                                                                      172,600            5,436,900
  Industrial Group, Inc.*                                                                      1,000               19,500
  Intercel, Inc.*                                                                             80,500            1,811,250
  JDA Software Group, Inc.*                                                                  110,400            1,311,000
  Kent Electronics Corporation*                                                               82,100            2,904,288
  Linear Technology Corporation                                                               61,950            2,586,413
  Macromedia, Inc.*                                                                           47,900            2,047,725
  Micros Systems, Inc.*                                                                       46,400            1,160,000
  Natural Microsystems Corporation*                                                           57,500            1,725,000
  Novadigm, Inc.*                                                                             66,250            1,002,031
  Palmer Wireless, Inc.*                                                                      50,900              973,463
  Perceptron, Inc.*                                                                           85,625            2,215,547
  Radisys Corporation*                                                                        73,650            1,178,400
  SDL, Inc.*                                                                                  54,050            1,621,500
  Saville Systems, Inc.*                                                                     102,950            1,943,181
</TABLE>

                                       24

<PAGE>
MENTOR GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
MARCH 31, 1996 (UNAUDITED)

<TABLE>
<CAPTION>

                                                               Percent of Net Assets       Shares            Market Value
<S>                                                            <C>                       <C>                 <C>

COMMON STOCKS (CONTINUED)

TECHNOLOGY (CONTINUED)
  TechForce Corporation                                                                      133,750         $  1,404,375
  Trident International, Inc.*                                                               104,500            1,985,500
  Uniphase Corporation*                                                                       73,200            2,836,500
  US Long Distance Corporation*                                                               76,600            1,522,425
  Watsco, Inc.                                                                                81,150            2,109,900
  Worldcom, Inc.*                                                                            123,762            5,693,052
                                                                                                               75,735,184

TRANSPORTATION                                                              2.30%
  Atlantic Southeast Airlines, Inc.                                                          129,500            3,318,438
  Mesaba Holdings, Inc                                                                       117,150            1,317,937
  United Transnet, Inc.*                                                                     126,200            2,981,475
                                                                                                                7,617,850

MISCELLANEOUS                                                               7.54%
  ABR Information Services*                                                                   69,925            3,251,512
  Accustaff, Inc.*                                                                           201,600            5,090,400
  Alternative Resources Corporation*                                                          16,000              520,000
  Career Horizons, Inc.*                                                                     239,400            7,122,150
  Childtime Learning Centers*                                                                118,700            1,075,718
  Clintrials Research, Inc.*                                                                  76,150            2,636,694
  IntelliQuest Information Group, Inc.*                                                       15,800              434,500
  Olsten Corporation                                                                          75,450            2,433,263
  Romac International*                                                                        79,950            2,458,462
                                                                                                               25,022,699

TOTAL COMMON STOCKS (COST $198,292,653)                                                                       295,719,640
</TABLE>

                                       25

<PAGE>
MENTOR GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
MARCH 31, 1996 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                         Principal
                                                                Percent of Net Assets      Amount            Market Value
<S>                                                            <C>                       <C>                 <C>

SHORT-TERM INVESTMENT                                                      11.84%

REPURCHASE AGREEMENT
  Goldman Sachs & Company
  Dated 3/29/96, 5.48%, due 4/01/96
  collateralized by $41,190,357
  Federal National Mortgage Association 7.00%,
  1/01/26, (cost $39,268,803)                                                            $39,268,803         $ 39,268,803

TOTAL INVESTMENTS (COST $237,561,456)                                     100.97%                             334,988,443

OTHER ASSETS LESS LIABILITIES                                              (0.97%)                             (3,204,610)

NET ASSETS                                                                100.00%                            $331,783,833
</TABLE>

* Securities not currently producing income.

SEE NOTES TO FINANCIAL STATEMENTS.

                                       26

<PAGE>
MENTOR PERPETUAL GLOBAL PORTFOLIO
PORTFOLIO OF INVESTMENTS
MARCH 31, 1996 (UNAUDITED)

<TABLE>
<CAPTION>

                                                                Percent of Net Assets       Shares            Market Value
<S>                                                             <C>                       <C>                 <C>

COMMON STOCKS                                                   89.91%

ARGENTINA                                                                    0.24%
  Telefonica de Argentina                                                                       3,000         $    76,875

BRAZIL                                                                       1.06%
  Cemig CIA Energetic                                                                           3,000              83,710
  Telebras-Spons ADR~                                                                           3,400             169,150
  Vale Do Rio Doche                                                                             2,200              86,313
                                                                                                                  339,173

DENMARK                                                                      1.14%
  Danisco A/S                                                                                   4,100             211,329
  Sophus Berendsen                                                                              1,300             154,982
                                                                                                                  366,311

FINLAND                                                                      0.78%
  Cultor OY                                                                                     5,500             249,035

FRANCE                                                                       3.40%
  AXA                                                                                           3,497             214,938
  Axime                                                                                         3,000             381,293
  Cardif SA                                                                                       800             130,275
  Comptoirs Modernes                                                                              300             113,494
  Roussel-UCLAF                                                                                 1,150             251,216
                                                                                                                1,091,216

GERMANY                                                                      2.47%
  Deutche Bank AG                                                                               2,400             120,634
  Merck KGAA                                                                                    5,600             241,360
  SAP AG                                                                                        1,000             143,147
  Veba AG                                                                                       5,900             286,770
                                                                                                                  791,911

GREAT BRITAIN                                                               10.56%
  Argyll Group, PLC                                                                            35,000             163,996
  B.A.T. Industries, PLC                                                                       20,000             147,588
  BASS                                                                                          3,500              39,957
  British Aerospace PLC                                                                        11,000             144,215
  British Gas PLC                                                                              40,500             141,243
  British Telecom                                                                              30,000             169,185
</TABLE>

                                       27

<PAGE>
MENTOR PERPETUAL GLOBAL PORTFOLIO
PORTFOLIO OF INVESTMENTS
MARCH 31, 1996 (UNAUDITED)

<TABLE>
<CAPTION>

                                                                Percent of Net Assets       Shares            Market Value
<S>                                                             <C>                       <C>                 <C>

COMMON STOCKS (CONTINUED)

GREAT BRITAIN (CONTINUED)
  Cable & Wireless                                                                             20,000         $   162,393
  General Electric                                                                             20,000             111,874
  Glaxo Wellcome                                                                               13,000             162,897
  Grand Metro                                                                                  25,000             161,019
  Inchcape PLC                                                                                 35,000             152,778
  Land Securities                                                                              15,000             143,315
  Prudential Corporation PLC                                                                   20,000             129,884
  Rank Organisation PLC                                                                        15,000             111,035
  Salvesen                                                                                     20,000              78,144
  Scotia Holdings                                                                              10,000              94,322
  Scott & Newcastle                                                                            15,000             146,520
  Smith H.W. Group PLC                                                                         15,000             101,877
  Standard Chartered                                                                           17,500             162,660
  Sun Alliance Group PLC                                                                       25,000             137,744
  Tate & Lyle PLC                                                                              20,000             148,809
  Tesco PLC                                                                                    30,000             122,024
  Transport Development Group                                                                  45,000             142,170
  Unigate                                                                                      20,000             124,847
  Unilever PLC                                                                                 10,000             186,203
                                                                                                                3,386,699

HONG KONG                                                                    6.86%
  Bank of East Asia                                                                             9,600              32,891
  CDL Hotels                                                                                  150,000              90,178
  Cheung Kong Holdings                                                                         24,000             169,108
  China O/Seas Land                                                                           300,000              68,652
  China Resource                                                                               30,000              17,260
  Chinese Estates                                                                              74,000              66,971
  Citic Pacific Limited                                                                        16,000              62,058
  CP Pokphand                                                                                 100,000              47,513
  Dah Sing Financial                                                                           20,000              63,092
  Goldlion Holdings                                                                            90,000              72,142
  Henderson China                                                                                  56                 161
  Henderson Investment                                                                        103,000              94,548
  Henderson Land Development                                                                   14,000              98,194
  Hong Kong Land Holdings                                                                      21,000              50,400
  Hong Kong Telecom, Ltd.~                                                                    108,200             216,129
  HSBC Holdings PLC                                                                            19,125             286,824
  Hutchison Whampoa, Ltd.                                                                      14,000              88,329
  Hysan Development                                                                            14,000              45,160
</TABLE>

                                       28

<PAGE>
MENTOR PERPETUAL GLOBAL PORTFOLIO
PORTFOLIO OF INVESTMENTS
MARCH 31, 1996 (UNAUDITED)

<TABLE>
<CAPTION>

                                                                Percent of Net Assets       Shares            Market Value
<S>                                                             <C>                       <C>                 <C>

COMMON STOCKS (CONTINUED)

HONG KONG (CONTINUED)
  International Bank of East Asia                                                             100,000         $    69,169
  Jardine Matheson Holding                                                                     10,000              78,000
  Jardine Strategic Holding                                                                    27,125              85,715
  Jardine Strategic-Warrants*                                                                   3,125               1,172
  JCG Holdings                                                                                 70,000              69,731
  Liu Chong Hing Investment                                                                    60,000              67,876
  Mingly Corporation                                                                          117,000              25,715
  National Mutual Asia                                                                         35,000              31,902
  New World Infrastructure                                                                     20,000              42,665
  Sun Hung Kai Property                                                                         3,000              26,860
  Swire Pacific Limited-"A                                                                     12,000             105,499
  Tingyi                                                                                      100,000              26,342
                                                                                                                2,200,256

INDIA                                                                        0.35%
  Indian Opportunity                                                                           11,000             111,760

INDONESIA                                                                    0.36%
  Citra Marga Local                                                                            60,000              77,631
  PT Indonesia Satellite A                                                                        800              27,300
  Sorini (Sorbitol)                                                                             2,000              10,051
                                                                                                                  114,982

JAPAN                                                                       12.22%
  Bridgestone Corporation                                                                       5,000              83,532
  Dainippon Ink & Chemical                                                                     20,000              99,118
  Dainippon Screen                                                                              9,000              84,838
  Daiwa Kosho Lease Company                                                                     8,000              85,118
  Futaba                                                                                        1,000              45,172
  Godo Steel                                                                                   18,000             105,838
  Hankyu                                                                                       23,000             136,955
  Heiwa Corporation                                                                             4,000              95,198
  Hitachi, Ltd.                                                                                 5,000              48,532
  Izumiya                                                                                       5,000              83,532
  Jeol                                                                                          7,000              53,834
  Kamagumi Company, Ltd.                                                                       12,000             122,078
  Kawasaki Heavy Industries                                                                    18,000              91,726
  Kenwood Corporation                                                                          15,000              87,638
</TABLE>

                                       29

<PAGE>
MENTOR PERPETUAL GLOBAL PORTFOLIO
PORTFOLIO OF INVESTMENTS
MARCH 31, 1996 (UNAUDITED)

<TABLE>
<CAPTION>

                                                                Percent of Net Assets       Shares            Market Value
<S>                                                             <C>                       <C>                 <C>

COMMON STOCKS (CONTINUED)

JAPAN (CONTINUED)
  Komatsu Seiren                                                                                4,000         $    38,453
  Kurimoto                                                                                      8,000              85,118
  Long Term Credit Bank                                                                        18,000             150,189
  Mineba                                                                                        8,000              68,319
  Mitsubishi Estate                                                                             6,000              82,319
  Mitsubishi Motors Company                                                                    10,000              85,305
  Murata Manufacturing                                                                          3,000             103,038
  Namco                                                                                         2,000              61,599
  NGK Insulators                                                                                5,000              53,666
  Nichicon                                                                                      8,000             104,531
  Nippon Steel                                                                                 24,000              82,430
  Nippon Telegraph & Telephone                                                                     16             116,776
  Nisshin Steel                                                                                 9,000              35,867
  Penta Ocean                                                                                  10,000              71,585
  PS Corporation                                                                                7,000             114,331
  Raito Kogyo                                                                                   4,000              75,412
  Rinnai                                                                                        5,000             113,864
  Shizouka Bank                                                                                11,000             138,597
  Showa Corporation                                                                             7,000              59,452
  Skylark Company                                                                               3,000              56,559
  Sodick Company                                                                                5,000              52,732
  Sumitomo Heavy                                                                               10,000              39,199
  Sumitomo Metal Mining                                                                        16,000             153,810
  Taisei Corporation                                                                           12,000              85,118
  Taisho Pharmaceutical                                                                         7,000             143,730
  Tokushu Paper                                                                                 7,000              79,052
  Tokyo Electric Power                                                                          5,000             127,864
  Tokyu Land                                                                                    6,000              26,935
  Tsubakimoto Chain                                                                            12,000              77,950
  Yamato Kogyo                                                                                 12,000             114,238
  Yokohama Reito                                                                                5,000              64,399
  York-Benimaru                                                                                 1,000              35,933
                                                                                                                3,921,479

KOREA                                                                        0.31%
  CITC Seoul Exel IDR                                                                               2              19,900
  Korea-Europe Fund                                                                                18              78,750
                                                                                                                   98,650
</TABLE>

                                       30

<PAGE>
MENTOR PERPETUAL GLOBAL PORTFOLIO
PORTFOLIO OF INVESTMENTS
MARCH 31, 1996 (UNAUDITED)

<TABLE>
<CAPTION>

                                                                 Percent of Net Assets      Shares            Market Value
<S>                                                             <C>                       <C>                 <C>

COMMON STOCKS (CONTINUED)

MALAYSIA                                                                     2.25%
  Bolton Properties                                                                            20,000         $    30,763
  Boustead Holdings                                                                            12,000              26,030
  Cement Manufacturing                                                                         15,000              82,232
  Commerce Asset Holdings                                                                      12,000              68,626
  IOI Properties                                                                               16,000              46,381
  Larut Consolidated                                                                           50,000              78,091
  Magnum Corporation                                                                           60,000              96,076
  Malasian Resources                                                                            6,000              14,198
  MBM Resources                                                                                20,000              35,811
  Metacorp                                                                                     20,000              61,132
  Sime Daarby Berhad                                                                           16,000              44,173
  Tenaga Nasional Berhad                                                                       25,000             105,502
  UMW Holdings Berhad                                                                          10,000              33,919
                                                                                                                  722,934

MEXICO                                                                       0.87%
  Cemex - ADR~                                                                                  7,800              56,082
  CIFRA - ADR~                                                                                 50,000              64,750
  Empresas ICA SA - ADR~                                                                        5,000              65,625
  Telefonos de Mexico-Class L                                                                   2,800              92,050
                                                                                                                  278,507

NETHERLANDS                                                                  3.72%
  ABN-Amro Holdings                                                                             1,800              89,548
  Aegon NV                                                                                      5,400             254,917
  Fortis Amev NV                                                                                3,000             211,523
  Polygram NV                                                                                   2,900             175,513
  VNU-Ver Ned Uitgev V                                                                         16,000             266,295
  Wolter Kluwer                                                                                 1,780             195,851
                                                                                                                1,193,647

NORWAY                                                                       0.73%
  Hafslund Nycomed                                                                              8,400             235,552

PHILIPPINES                                                                  0.39%
  Filinvest Land                                                                               50,000              23,396
  Pilipino Telephone                                                                           74,300             100,750
                                                                                                                  124,146
</TABLE>

                                       31

<PAGE>
MENTOR PERPETUAL GLOBAL PORTFOLIO
PORTFOLIO OF INVESTMENTS
MARCH 31, 1996 (UNAUDITED)

<TABLE>
<CAPTION>

                                                                 Percent of Net Assets      Shares            Market Value
<S>                                                             <C>                       <C>                 <C>

COMMON STOCKS (CONTINUED)

SINGAPORE                                                                    1.54%
  ACMA Limited                                                                                 30,000         $    93,258
  DBS Land                                                                                     10,000              38,325
  Development Bank Singapore                                                                    5,000              61,391
  Keppel Bank                                                                                  32,000              99,929
  Keppel Finance                                                                               10,000              16,820
  Straits Trading Company                                                                      20,000              52,520
  UTD Overseas                                                                                 32,000              67,452
  Wing Tia Holdings                                                                            24,000              63,364
                                                                                                                  493,059

SPAIN                                                                        2.29%
  Aumar                                                                                        15,000             180,017
  Banco Popular Espano                                                                          1,200             207,225
  Gas Natural                                                                                   1,500             259,273
  Tabacalera SA                                                                                 1,900              88,760
                                                                                                                  735,275

SWEDEN                                                                       1.75%
  Asea AB                                                                                       2,340             241,049
  Securitas AB B-F                                                                              5,400             321,794
                                                                                                                  562,843

SWITZERLAND                                                                  2.94%
  Roche Holding AG                                                                                 27             223,970
  Sandoz AG Basel                                                                                 150             175,685
  Sulzer AG                                                                                       360             238,781
  Swissair                                                                                        290             304,353
                                                                                                                  942,789

TAIWAN                                                                       0.42%
  Formosa Growth Fund                                                                           5,000              64,375
  Taipei Fund                                                                                       1              72,000
                                                                                                                  136,375
</TABLE>

                                       32

<PAGE>
MENTOR PERPETUAL GLOBAL PORTFOLIO
PORTFOLIO OF INVESTMENTS
MARCH 31, 1996 (UNAUDITED)

<TABLE>
<CAPTION>

                                                                 Percent of Net Assets      Shares            Market Value
<S>                                                             <C>                       <C>                 <C>

COMMON STOCKS (CONTINUED)

THAILAND                                                                     2.16%
  Banpu Coal                                                                                    4,000         $    99,485
  CMIC Finance                                                                                 16,000              53,228
  Cogeneration PLC                                                                             12,000              42,772
  First Bangkok City Bank                                                                      72,000              67,723
  Nation Publishing                                                                            40,000             106,139
  PTT Exploration                                                                               4,000              50,693
  Shinawatra Computer                                                                           1,000              25,663
  Siam City Bank, Ltd.                                                                         40,000              49,901
  Thai Military Bank, Ltd.                                                                     42,000             197,941
                                                                                                                  693,545

UNITED STATES                                                               31.10%
  Aetna Life & Casualty Company                                                                 4,000             302,000
  Amgen Incorporation                                                                           6,000             348,750
  AMR Corporation                                                                               4,000             358,000
  Arethusa Off-Shore, Ltd.                                                                      8,000             301,000
  Arthrocare Corporation                                                                       22,000             484,000
  BSES Limited GDR                                                                              4,000              66,500
  Champion International Corporation                                                           10,000             452,500
  Chesapeake Energy                                                                             8,000             370,000
  Columbia Gas Systems*                                                                        10,000             458,750
  Columbia HCA Healthcare                                                                       6,000             346,500
  Delta Air Lines                                                                               3,500             269,063
  Dillard Department Stores-Class A                                                            10,000             346,250
  Enterprise Systems                                                                           10,000             276,250
  Gilead Sciences, Inc.*                                                                        8,000             230,000
  GT Interactive                                                                               15,000             161,250
  HBO & Company                                                                                 3,000             282,750
  Inbrand Corporation                                                                          15,000             341,250
  LG Electronics                                                                                6,400              52,800
  Lockheed Martin Corporation                                                                   4,000             303,500
  Louisiana Land & Exploration                                                                  7,000             326,375
  Lyondell Petrochemical                                                                       10,000             305,000
  Medpartners Incorporated                                                                     10,000             285,000
  Oceaneering International                                                                    25,000             340,625
  Office Depot, Inc.                                                                           15,000             294,375
  Oracle Systems Corporation                                                                    5,000             235,625
  Perez Company                                                                                 9,718              99,610
  Pharmacia & Upjohn                                                                            8,000             319,000
  Quality Systems                                                                              12,000             264,000
</TABLE>

                                       33

<PAGE>
MENTOR PERPETUAL GLOBAL PORTFOLIO
PORTFOLIO OF INVESTMENTS
MARCH 31, 1996 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                           Shares or
                                                                                           Principal
                                                                  Percent of Net Assets      Amount           Market Value
<S>                                                              <C>                       <C>                <C>

COMMON STOCKS (CONTINUED)

UNITED STATES (CONTINUED)
  Reading and Bates Corporation                                                                10,000         $   197,500
  Reynolds & Reynolds Company-Class A                                                           9,000             369,000
  Samsung Electronics                                                                             402              23,015
  Stanley Works                                                                                 6,000             330,000
  Structural Dynamics                                                                          10,000             337,500
  Teekay Shipping Corporation                                                                  12,000             313,500
  Wind River Systems                                                                            6,000             184,500
                                                                                                                9,975,738

TOTAL COMMON STOCKS (COST $26,025,886)                                                                         28,842,757

PREFERRED STOCK                                                               0.15%
  Wella AG (cost $75,668)                                                                         100              48,382

CORPORATE BOND                                                                0.24%

MALAYSIA
  Telekom Malaysia Berhad, 4.00%, 10/3/04~
  (9/22/94, $70,000) (a)                                                                   $   70,000              76,300

SHORT-TERM INVESTMENT                                                         6.83%

REPURCHASE AGREEMENT
  Goldman Sachs & Company
     Dated 3/29/96, 5.48%, due 4/1/96,
     collateralized by $2,750,000,
     Federal National Mortgage Association,
     9.00%, 12/01/24, (cost $2,192,142)                                                     2,192,142           2,192,142

TOTAL INVESTMENTS (COST $28,363,696)                                         97.13%                            31,159,581

OTHER ASSETS LESS LIABILITIES                                                 2.87%                               920,488

NET ASSETS                                                                  100.00%                           $32,080,069
</TABLE>

*   Non-income producing.
~  American Depository Receipts.

(a) These are securities that may be resold to "qualified institutional 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.

                                       34

<PAGE>
MENTOR CAPITAL GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
MARCH 31, 1996 (UNAUDITED)

<TABLE>
<CAPTION>

                                                                 Percent of Net Assets       Shares           Market Value
<S>                                                              <C>                       <C>                <C>

COMMON STOCKS                                                                94.86%

BASIC MATERIALS                                                               7.83%
  Bemis Company, Inc.                                                                          56,000         $ 1,757,000
  Nalco Chemical Company                                                                       86,000           2,644,500
  Sonoco Products Company                                                                     101,350           2,761,787
                                                                                                                7,163,287

CAPITAL GOODS & CONSTRUCTION                                                  8.41%
  General Electric Company                                                                     33,000           2,569,875
  W.W. Grainger, Inc.                                                                          34,700           2,329,237
  York International Corporation                                                               57,000           2,793,000
                                                                                                                7,692,112

CONSUMER CYCLICAL                                                            21.25%
  Carnival Corporation-Class A                                                                 97,000           2,667,500
  Interpublic Group Company                                                                    70,500           3,331,125
  Mattel, Inc.                                                                                 62,500           1,695,313
  May Department Stores Company                                                                34,500           1,664,625
  Newell Company                                                                              105,000           2,808,750
  Olsten Corporation                                                                           59,250           1,910,813
  R.R. Donnelley & Sons                                                                        73,600           2,539,200
  Sherwin Williams Company                                                                     63,700           2,826,688
                                                                                                               19,444,014

CONSUMER STAPLES                                                             12.88%
  Albertson's, Inc.                                                                            58,000           2,153,250
  Avon Products                                                                                28,900           2,478,175
  CPC International, Inc.                                                                      38,000           2,636,250
  Pepsico Inc.                                                                                 27,000           1,707,750
  Sysco Corporation                                                                            85,400           2,807,525
                                                                                                               11,782,950

ENERGY                                                                        2.79%
  Schlumberger, Ltd.                                                                           32,300           2,555,737
</TABLE>

                                       35

<PAGE>
MENTOR CAPITAL GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
MARCH 31, 1996 (UNAUDITED)

<TABLE>
<CAPTION>

                                                                 Percent of Net Assets      Shares            Market Value
<S>                                                             <C>                       <C>                 <C>

COMMON STOCKS (CONTINUED)

FINANCIAL                                                                   13.96%
  American Express Company                                                                     64,000         $ 3,160,000
  Banc One Corporation                                                                         75,900           2,703,938
  Federal National Mortgage Association                                                        57,200           1,823,250
  First Union Corporation                                                                      37,100           2,244,550
  United Asset Management Corporation                                                          61,200           2,838,150
                                                                                                               12,769,888

HEALTH                                                                       8.31%
  Johnson & Johnson                                                                            28,900           2,666,025
  Merck & Company, Inc.                                                                        33,000           2,054,250
  Pfizer, Inc.                                                                                 43,000           2,881,000
                                                                                                                7,601,275

TECHNOLOGY                                                                  11.21%
  AMP, Inc.                                                                                    59,000           2,441,125
  Atmel Corporation                                                                            65,000           1,657,500
  General Motors Corporation-Class E                                                           46,500           2,650,500
  Intel Corporation                                                                            37,000           2,104,375
  Linear Technology Company                                                                    33,600           1,402,800
                                                                                                               10,256,300

TRANSPORTATION & SERVICES                                                    2.84%
  Werner Enterprises, Inc.                                                                    108,300           2,599,200

MISCELLANEOUS                                                                5.38%
  S & P 500-Depository Receipt                                                                 35,000           2,259,687
  Tyco International, Ltd.                                                                     74,400           2,659,800
                                                                                                                4,919,487

TOTAL COMMON STOCKS (COST $73,429,252)                                                                         86,784,250
</TABLE>

                                       36

<PAGE>
MENTOR CAPITAL GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
MARCH 31, 1996 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                          Principal
                                                                 Percent of Net Assets      Amount            Market Value
<S>                                                             <C>          <C>          <C>                 <C>

SHORT-TERM INVESTMENT                                                        4.79%

REPURCHASE AGREEMENT
  Goldman Sachs & Company
  Dated 3/29/96, 5.48%, due 4/01/95,
  collateralized by $4,596,664
  Federal National Mortgage Association,
  7.00%, 01/01/26, (cost $4,381,988)                                                      $ 4,381,988         $ 4,381,988

TOTAL INVESTMENTS (COST $77,811,240)                            99.65%                                         91,166,238

OTHER ASSETS LESS LIABILITIES                                    0.35%                                            319,453

NET ASSETS                                                     100.00%                                        $91,485,691
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS.

                                       37

<PAGE>
MENTOR STRATEGY PORTFOLIO
PORTFOLIO OF INVESTMENTS
MARCH 31, 1996 (UNAUDITED)

<TABLE>
<CAPTION>

                                                                Percent of Net Assets      Shares            Market Value
<S>                                                            <C>          <C>             <C>                 <C>

COMMON STOCKS                                                  88.45%

BASIC MATERIALS                                                             3.18%
  Agnico Eagle Mines Ltd.                                                                     77,000         $  1,376,375
  Barrick Gold Corporation                                                                    42,800            1,300,050
  Montsanto Company                                                                           20,000            3,070,000
  Union Carbide Corp Holding                                                                  58,000            2,878,250
                                                                                                                8,624,675

CAPITAL GOODS & CONSTRUCTION                                                3.87%
  AGCO Corporation                                                                            97,200            2,344,950
  Gentex Corporation                                                                          47,000            1,398,250
  Hirsch International Corporation-Class A*                                                   31,000              434,000
  JLG Industries*                                                                            138,000            6,313,500
                                                                                                               10,490,700

COMMERCIAL SERVICES                                                         8.13%
  Concord Electronic Fleet Services, Inc.*                                                   120,600            3,195,900
  Copart, Inc.*                                                                               50,000            1,237,500
  Corrections Corporation of America*                                                         64,000            3,648,000
  Corvel Corporation*                                                                         14,700              514,500
  Equifax, Inc.                                                                              122,200            2,459,275
  GRC International, Inc.*                                                                    37,400            1,271,600
  MBNA Corporation                                                                            97,425            2,886,215
  Omnicom Group, Inc.                                                                         71,500            3,217,500
  Paychex, Inc.                                                                               61,537            3,599,914
                                                                                                               22,030,404

CONSUMER CYCLICAL                                                           7.41%
  Cavalier Homes, Inc.                                                                        93,700            1,452,350
  Chrysler Corporation                                                                        42,000            2,614,500
  Clear Channel Communications*                                                               72,000            4,068,000
  Hospitality Franchise Systems*                                                              54,000            2,625,750
  National Media Corporation*                                                                 56,000              924,000
  Oakwood Homes Corporation                                                                   30,900            1,533,413
  Redman Industries, Inc.*                                                                    74,200            1,502,550
  Staples, Inc.*                                                                             153,562            3,128,836
  TCA Cable TV, Inc.*                                                                         76,400            2,225,150
                                                                                                               20,074,549
</TABLE>

                                       38

<PAGE>
MENTOR STRATEGY PORTFOLIO
PORTFOLIO OF INVESTMENTS
MARCH 31, 1996 (UNAUDITED)

<TABLE>
<CAPTION>

                                                               Percent of Net Assets       Shares            Market Value
<S>                                                            <C>                       <C>                 <C>

COMMON STOCKS (CONTINUED)

CONSUMER STAPLES                                                            8.88%
  Coca-Cola Company                                                                           32,000         $  2,644,000
  General Nutrition Company*                                                                 100,000            2,500,000
  Gillette Company                                                                            46,000            2,380,500
  Heinz Company                                                                               75,000            2,484,375
  Hershy Foods Corporation                                                                    35,000            2,607,500
  Longs Drug Stores, Inc.                                                                     28,500            1,346,625
  Pepsico, Inc.                                                                               45,000            2,846,250
  Rexall Sundown, Inc.*                                                                       76,700            2,310,588
  Richfood Holdings, Inc.                                                                     95,000            2,677,812
  Terra Industries                                                                           176,700            2,275,013
                                                                                                               24,072,663

ENERGY                                                                      4.16%
  Panhandle Eastern Company                                                                   84,900            2,642,513
  Smith International, Inc.*                                                                 123,000            3,105,750
  Texaco, Inc.                                                                                31,000            2,666,000
  Tidewater, Inc.                                                                             75,300            2,861,400
                                                                                                               11,275,663

FINANCIAL                                                                  20.85%
  Banco Bilbao Vizcaya~                                                                       17,200              638,550
  Banco De Galacia Bueno~                                                                     25,800              619,200
  Banco Frances Del Rio De La~                                                                21,700              594,038
  Bank of New York Company, Inc.                                                              50,800            2,616,200
  Berkley (W.R.) Corporation                                                                  13,000              601,250
  Cityscape Financial Corporation*                                                            41,500            1,494,000
  First USA, Inc.                                                                             43,400            2,457,525
  Greater New York Savings Bank*                                                             183,000            2,173,125
  Lehman Brothers Holdings, Inc.                                                              94,000            2,514,500
  Lincoln National Corporation                                                                24,500            1,243,375
  Mercury Finance Company                                                                    165,000            2,330,625
  Meridian Bancorp, Inc.*                                                                     57,900            3,025,275
  North Fork Bancorporation*                                                                 111,000            2,650,125
  Old Republic International Corporation*                                                     35,500            1,153,750
  Penncorp Financial Group, Inc.*                                                             43,200            1,360,800
  Physicians Insurance Company-Class A*                                                       28,000              693,000
</TABLE>

                                       39

<PAGE>
MENTOR STRATEGY PORTFOLIO
PORTFOLIO OF INVESTMENTS
MARCH 31, 1996 (UNAUDITED)

<TABLE>
<CAPTION>

                                                               Percent of Net Assets      Shares            Market Value
<S>                                                            <C>                       <C>                 <C>

COMMON STOCKS (CONTINUED)

FINANCIAL (CONTINUED)
  Reliastar Financial Corporation*                                                            26,600         $  1,203,650
  Safeguard Scientific, Inc.                                                                  27,100            1,588,737
  Standard Federal Bancorp, Inc.*                                                             60,300            2,562,750
  Student Loan Marketing Association                                                          40,600            3,105,900
  Summit Bancorp*                                                                             66,900            2,475,300
  Synovus Financial Corporation                                                               87,200            2,943,000
  T. Rowe Price Associates, Inc.                                                              60,500            3,206,500
  The Money Store, Inc.*                                                                      36,000            1,003,500
  Travelers Group, Inc.                                                                       48,500            3,201,000
  Trenwick Group, Inc.                                                                        23,700            1,208,700
  U.S. Bancorp*                                                                               78,000            2,652,000
  United Insurance Companies, Inc.*                                                           57,000            1,261,125
  Waterhouse Investor Services*                                                              100,000            3,312,500
  Westpac Banking, Ltd.~                                                                      27,300              624,488
                                                                                                               56,514,488

HEALTH                                                                     13.89%
  Amgen, Inc.*                                                                                45,000            2,615,625
  Bergen Brunswig Corporation-Class A                                                         48,000            1,254,000
  Conmed Corporation*                                                                         97,500            2,388,750
  Gulf South Medical Supply, Inc.*                                                            42,000            1,585,500
  Healthsource, Inc.*                                                                         98,000            3,797,500
  Invacare Corporation*                                                                       92,000            2,599,000
  Lunar Corporation*                                                                          51,300            2,193,075
  Nature Sunshine Products Corporation*                                                       63,450            1,633,838
  ORNDA Healthcorp*                                                                          110,000            3,162,500
  Renal Treatment Centers, Inc.*                                                              64,400            1,529,500
  Respironics, Inc.*                                                                         127,300            2,673,300
  Service Corporation International                                                           65,600            3,198,000
  Target Theraputics, Inc.*                                                                   98,600            5,977,625
  U.S. Surgical Corporation                                                                   93,000            3,045,750
                                                                                                               37,653,963

TECHNOLOGY                                                                 12.45%
  ACC Corporation*                                                                            62,600            1,854,525
  Aspen Technology, Inc.*                                                                     41,600            1,788,800
  Bel Fuse, Inc.*                                                                             82,600            1,517,775
  Computer Horizons Corporation*                                                              19,950              753,112
  Digital Systems International, Inc.*                                                        81,500            1,247,969
</TABLE>

                                       40

<PAGE>
MENTOR STRATEGY PORTFOLIO
PORTFOLIO OF INVESTMENTS
MARCH 31, 1996 (UNAUDITED)

<TABLE>
<CAPTION>

                                                                Percent of Net Assets      Shares            Market Value
<S>                                                            <C>                       <C>                 <C>

COMMON STOCKS (CONTINUED)

TECHNOLOGY (CONTINUED)
  Intervoice, Inc.*                                                                           99,500         $  2,848,187
  Mylex Corporation*                                                                         137,100            3,256,125
  NU Horizons Electronics*                                                                    27,000              367,875
  Oracle Systems Corporation*                                                                 52,300            2,464,637
  Parametric Technologies Corporation*                                                       100,000            3,912,500
  SDL, Inc.*                                                                                  40,000            1,200,000
  Thermo Electron Corporation*                                                                59,250            3,525,375
  US Robotics Corporation*                                                                    35,200            4,558,400
  Wind River Systems, Inc.*                                                                   63,000            1,937,250
  Wyman-Gordon Company                                                                       149,000            2,514,375
                                                                                                               33,746,905

TRANSPORTATION                                                              2.41%
  Air Express International Corporation*                                                      28,000              721,000
  Comair Holdings, Inc.                                                                       88,500            3,075,375
  Wisconsin Central Transportation*                                                           41,000            2,726,500
                                                                                                                6,522,875

UTILITIES                                                                   0.46%
  Frontier Corporation*                                                                       39,100            1,231,650

MISCELLANEOUS                                                               2.76%
  ALCO Standard Corporation                                                                   53,000            2,762,625
  Exel Limited                                                                                 9,500              655,500
  Primark Corporation*                                                                       109,700            4,058,900
                                                                                                                7,477,025

TOTAL COMMON STOCKS (COST $178,486,161)                                                                       239,715,560
</TABLE>

                                       41

<PAGE>
MENTOR STRATEGY PORTFOLIO
PORTFOLIO OF INVESTMENTS
MARCH 31, 1996 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                           Principal
                                                                   Percent of Net Assets    Amount          Market Value
<S>                                                               <C>                     <C>               <C>

SHORT-TERM INVESTMENT                                                         11.36%

REPURCHASE AGREEMENT
  Goldman Sachs & Company
  Dated 3/29/96, 5.48%, due 4/1/96,
  collateralized by $32,282,832
  Federal National Mortgage Association,
  7.00%, 01/01/26 (cost $30,776,523)                                                      $30,776,523       $ 30,776,523

TOTAL INVESTMENTS (COST $209,262,684)                                         99.81%                         270,492,083

OTHER ASSETS LESS LIABILITIES                                                  0.19%                             517,143

NET ASSETS                                                                   100.00%                        $271,009,226
</TABLE>

* Securities not currently producing income.
~ American Depository Receipts.
SEE NOTES TO FINANCIAL STATEMENTS.

                                       42

<PAGE>
MENTOR INCOME & GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
MARCH 31, 1996 (UNAUDITED)

<TABLE>
<CAPTION>

                                                                 Percent of Net Assets      Shares            Market Value
<S>                                                             <C>         <C>              <C>                 <C>

COMMON STOCKS                                                   59.41%

BASIC MATERIALS                                                              7.11%
  Aluminum Company of America                                                                  37,800         $ 2,367,225
  Hexcel Corporation*                                                                          66,200             777,850
  IMC Global, Inc.                                                                             18,000             657,000
  Precision Castparts Corporation                                                              12,700             508,000
  Rhone Poulenc SA- Class A~*                                                                  16,055             417,430
  W.R. Grace & Company                                                                         10,000             782,500
                                                                                                                5,510,005

CAPITAL GOODS & CONSTRUCTION                                                 6.33%
  Elsag Baily Process Auto NV*                                                                 20,000             457,500
  Aviall, Inc.*                                                                                60,000             517,500
  BE Aerospace, Inc.*                                                                          42,700             469,700
  Browning-Ferris Industries                                                                   15,000             472,500
  Curtiss-Wright Corporation                                                                    9,700             504,400
  Lone Star Technologies, Inc.*                                                                25,100             263,550
  Newhall Land & Farming Company                                                               26,100             473,062
  Sequa Corporation- Class A*                                                                  18,100             617,663
  Standard Pacific Corporation                                                                 77,200             559,700
  WMX Technologies, Inc.                                                                       17,800             565,150
                                                                                                                4,900,725

CONSUMER CYCLICAL                                                            6.65%
  Deluxe Corporation                                                                           19,000             596,125
  Eastman Kodak Company                                                                        10,500             745,500
  Goodrich BF                                                                                   8,700             691,650
  Hills Stores Company*                                                                        27,549             323,700
  Kmart Corporation                                                                            60,000             562,500
  Penske Motorsports, Inc.*                                                                       500              18,625
  Poloroid Corporation                                                                         15,000             675,000
  Sun International Hotels, Ltd.*                                                               8,200             295,200
  Valassis Communications*                                                                     28,300             470,488
  Zale Corporation*                                                                            45,000             773,438
                                                                                                                5,152,226

CONSUMER STAPLES                                                             4.15%
  Chiquita Brands International                                                                33,600             520,800
  Chirex Incorporated*                                                                         17,100             175,275
  Dimon Incorporated                                                                           17,000             299,625
</TABLE>

                                       43

<PAGE>
MENTOR INCOME & GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
MARCH 31, 1996 (UNAUDITED)

<TABLE>
<CAPTION>

                                                                 Percent of Net Assets      Shares            Market Value
<S>                                                             <C>                       <C>                 <C>

COMMON STOCKS (CONTINUED)

CONSUMER STAPLES (CONTINUED)
  Interstate Bakeries Corporaton                                                               20,200         $   494,900
  Schweitzer-Mauduit International, Inc.*                                                      19,800             544,500
  Universal Corporation                                                                        47,000           1,180,875
                                                                                                                3,215,975

ENERGY                                                                      11.51%
  Amerada Hess Corporation                                                                     18,000             990,000
  Anderson Exploration*                                                                        18,216             270,963
  Ashland Oil, Inc.                                                                            13,300             510,387
  Burlington Resources, Inc.                                                                   19,200             712,800
  Gerrity Oil & Gas Corporation*                                                               87,000             271,875
  Giant Industries Inc.                                                                        42,600             585,750
  Gulf Canada Resources, Ltd.*                                                                141,300             671,175
  Mitchell Energy- Class A                                                                     25,000             431,250
  Noble Drilling Corporation*                                                                  59,500             751,188
  Oryx Energy*                                                                                 44,700             620,213
  Repsol SA- Sponsore*                                                                          3,200             119,600
  Rowan Companies, Inc.*                                                                       60,000             765,000
  Tosco Corporation                                                                            14,000             656,250
  U.S.X. Marathon Group, Inc.                                                                  28,300             544,775
  Unocal Corporation                                                                           21,400             714,225
  YPF Associadad                                                                               15,000             301,875
                                                                                                                8,917,326

FINANCIAL                                                                    6.23%
  California Federal Bank*                                                                     25,556             456,814
  California Federal Bank Certificates*                                                         1,555              11,274
  Chubb Corporation                                                                             4,800             450,600
  CIGNA Corporation                                                                            15,100           1,725,175
  Danielson Holding Company*                                                                   66,000             503,250
  Horace Mann Educator                                                                          6,800             207,400
  Lehman Brothers Holding, Inc.                                                                24,840             664,470
  Long Island Bancorp                                                                           4,700             132,187
  Old Republic International Corporation                                                       11,000             357,500
  Paul Revere Corporation*                                                                     13,000             315,250
                                                                                                                4,823,920
</TABLE>

                                       44

<PAGE>
MENTOR INCOME & GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
MARCH 31, 1996 (UNAUDITED)

<TABLE>
<CAPTION>

                                                                 Percent of Net Assets      Shares            Market Value
<S>                                                             <C>                       <C>                 <C>

COMMON STOCKS (CONTINUED)

TECHNOLOGY                                                                   3.46%
  Alcatel Alsthom*                                                                             24,900         $   460,650
  B.C.E., Inc.                                                                                 25,400             898,525
  Compaq Computer Corporation*                                                                 10,000             386,250
  Compuware Corporation*                                                                       20,000             460,000
  Harman International*                                                                        12,500             468,750
  Segue Sotware, Inc.*                                                                            200               4,200
                                                                                                                2,678,375

TRANSPORTATION & SERVICES                                                    4.68%
  AMR Corporation*                                                                              6,000             537,000
  Bergesen Dyas Spon A*                                                                        10,000             174,644
  Boeing Company                                                                                7,000             606,375
  Canadian Pacific, Ltd.                                                                       23,500             470,000
  Nordic American Tanke-Warrants*                                                              20,000              87,500
  OMI Corporation*                                                                             55,900             447,200
  Overseas Shipholding Group                                                                   25,000             456,250
  Trans World Airlines*                                                                        42,200             844,000
                                                                                                                3,622,969

UTILITIES                                                                    3.21%
  Enserch Corporation                                                                          10,600             172,250
  Niagara Mohawk Power                                                                        120,700             799,638
  Petroleum Heat & Power                                                                       60,913             418,776
  Public Service Company of New Mexico*                                                        27,200             506,600
  Seagull Energy Corporation*                                                                  26,000             588,250
                                                                                                                2,485,514

MISCELLANEOUS                                                                2.62%
  Bradley Real Estate*                                                                          7,546             108,473
  Corning, Inc.                                                                                13,800             483,000
  Essex Property Trust, Inc.                                                                   19,900             412,925
  Foamex International*                                                                        64,100             608,950
  Koger Equity, Inc.*                                                                          37,900             412,163
                                                                                                                2,025,511
</TABLE>

                                       45

<PAGE>
MENTOR INCOME & GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
MARCH 31, 1996 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                            Shares or
                                                                                            Principal
                                                                   Percent of Net Assets      Amount           Market Value
<S>                                                               <C>          <C>            <C>                <C>

COMMON STOCKS (CONTINUED)

FOREIGN SECURITIES                                                             3.46%
  CAE, Inc.                                                                                     75,000         $   647,288
  Cameco Corporation*                                                                           12,000             634,618
  Onex Corporation*                                                                             23,400             253,516
  Pohjola Insurance Company*                                                                     8,000             130,293
  Saskatchewan Wheat PLC*                                                                       12,700             111,939
  St. Lawrence Cement, Inc.*                                                                    45,000             247,897
  Technip SA*                                                                                    7,500             655,347
                                                                                                                 2,680,898

TOTAL COMMON STOCKS (COST $37,965,342)                                                                          46,013,444

PREFERRED STOCKS                                                  2.49%

BASIC MATERIALS                                                                0.61%
  Cooper Industries                                                                             29,000             467,625

CAPITAL GOODS & CONSTRUCTION                                                   0.55%
  Elsag Bailey Process Auto NV                                                                   9,300             427,800

FINANCIAL                                                                      1.33%
  Glendale Federal Bank                                                                         21,700           1,033,463

TOTAL PREFERRED STOCKS (COST $1,378,600)                                                                         1,928,888

CORPORATE BONDS                                                   6.05%

BASIC MATERIALS                                                                0.31%
  Aluminum Company of America, 5.75%, 2/01/01                                               $  250,000             242,122

CAPITAL GOODS & CONSTRUCTION                                                   0.13%
  Lockheed Corporation, 6.75%, 3/15/03                                                         100,000              99,569

CONSUMER CYCLICAL                                                              0.59%
  Sears Roebuck Company, 9.25%, 4/15/98                                                        175,000             185,010
  Time Warner Entertainment, Inc., 8.88%, 10/01/12                                             250,000             271,670
                                                                                                                   456,680

CONSUMER STAPLES                                                               0.30%
  Gillette Company, 5.75%, 10/15/05                                                            250,000             232,920
</TABLE>

                                       46

<PAGE>
MENTOR INCOME & GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
MARCH 31, 1996 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                       Principal
                                                           Percent of Net Assets         Amount              Market Value
<S>                                                       <C>                       <C>                      <C>

CORPORATE BONDS (CONTINUED)

FINANCIAL                                                              2.81%
  American General Finance Corporation,
     5.88%, 7/01/00                                                                   $    250,000           $   243,918
  Associates Corporation of North America,
     5.25%, 3/30/00                                                                        250,000               239,737
  Chase Manhattan Corporation, 7.75%, 11/01/99                                             250,000               259,883
  Comerica Bank, 7.13%, 12/01/13                                                           250,000               237,017
  Dean Witter Discover, 6.25%, 3/15/00                                                     100,000                99,387
  First National Bank, 8.00%, 9/15/04                                                      250,000               266,233
  Ford Motor Credit, 8.88%, 6/15/99                                                        100,000               106,999
  Great Western Financial, 6.38%, 7/01/00                                                  250,000               248,457
  Home Savings of Americas, 6.00%, 11/01/00                                                250,000               242,778
  Toronto Dominion Bank, 6.13%, 11/01/08                                                   250,000               230,882
                                                                                                               2,175,291

TRANSPORTATION                                                         0.37%
  AMR Corporation, 6.13%, 11/01/24                                                         250,000               290,423

UTILITIES                                                              1.54%
  Duke Power Company, 7.00%, 6/01/00                                                       100,000               102,153
  Florida Power & Light Company, 5.38%, 4/01/00                                            250,000               240,405
  Pacific Gas & Electric Company, 5.93%, 10/08/03                                          250,000               236,715
  Philadelphia Electric Company, 7.50%, 1/15/99                                            100,000               102,916
  Southwestern Public Service Company, 6.88%, 12/01/99                                     250,000               253,798
  Union Electric Company, 6.75%, 10/15/99                                                  250,000               253,057
                                                                                                               1,189,044

TOTAL CORPORATE BONDS (COST $4,774,490)                                                                        4,686,049

U.S. GOVERNMENT SECURITIES AND AGENCIES                               26.99%
  Government National Mortgage Association, 6.50%,
     9/15/23-2/15/26                                                                     2,376,973             2,252,158
  Government National Mortgage Association, 7.00%,
     1/15/24-1/15/26                                                                     3,201,763             3,118,677
  U. S. Treasury Bond, 7.25%, 5/15/16                                                    1,000,000             1,045,930
  U.S. Treasury Note, 5.13%-7.50%,
     4/30/97-11/15/16                                                                   14,500,000            14,485,910

TOTAL U.S. GOVERNMENT SECURITIES AND AGENCIES
  (COST $20,913,924)                                                                                          20,902,675
</TABLE>

                                       47

<PAGE>
MENTOR INCOME & GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
MARCH 31, 1996 (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                       Principal
                                                           Percent of Net Assets         Amount              Market Value
<S>                                                       <C>                       <C>                      <C>

SHORT-TERM INVESTMENT                                                  4.41%

REPURCHASE AGREEMENT
  Paine Webber, Inc.
  Dated 3/29/96, 5.50%, due 4/01/96,
  collateralized by $3,500,000,
  U.S. Treasury Note,
  8.13%, 2/15/98 (cost $3,417,000)                                                    $  3,417,000           $ 3,417,000

TOTAL INVESTMENTS (COST $68,449,356)                                  99.35%                                  76,948,056

OTHER ASSETS LESS LIABILITIES                                          0.65%                                     500,950

NET ASSETS                                                           100.00%                                 $77,449,006
</TABLE>

* Non-income producing.
~ American Depository Receipts.

SEE NOTES TO FINANCIAL STATEMENTS.

                                       48

<PAGE>
MENTOR MUNICIPAL INCOME PORTFOLIO
PORTFOLIO OF INVESTMENTS
MARCH 31, 1996 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                              Principal
                                                                        Percent of Net Assets   Amount      Market Value
<S>                                                                    <C>          <C>       <C>           <C>

LONG-TERM MUNICIPAL SECURITIES                                           98.68%

ARIZONA                                                                               3.84%
  Pima County Arizona, 7.25%, 7/15/10                                                         $2,000,000    $ 2,189,560

CALIFORNIA                                                                            8.34%
  California Educational Facilities, College of
     Osteopathic Medicine, 7.50%, 6/01/18                                                        965,000      1,059,454
  Carson Improvement Board Act 1915, Special
     Assessment District 92, 7.38%, 9/02/22                                                      730,000        753,937
  Los Angeles Convention, Series A, 5.13%, 8/15/21                                             1,750,000      1,569,400
  Orange County Community Facilities District,
     Series A, 7.35%, 8/15/18                                                                    300,000        349,986
  San Francisco City & County Airport, 6.30%, 5/01/25                                          1,000,000      1,026,000
                                                                                                              4,758,777

COLORADO                                                                              6.64%
  Colorado Housing Authority, 7.00%, 11/01/24                                                    625,000        646,350
  Denver City & County Airport Revenue,
     7.75%, 11/15/13                                                                           1,000,000      1,172,400
  Denver City & County Airport Revenue,
     8.50%, 11/15/23                                                                           1,700,000      1,972,697
                                                                                                              3,791,447

DISTRICT OF COLUMBIA                                                                  1.48%
  Metropolitan Washington, General Airport Revenue,
     Series A, 6.63%, 10/01/19                                                                   800,000        843,544

FLORIDA                                                                               6.24%
  Dade County, 6.50%, 10/01/26                                                                   680,000        751,692
  Hillsborough County, 6.25%, 12/01/34                                                         1,250,000      1,290,650
  Sarasota County, Health Facilities Authority Revenue, 10.00%,
     7/01/22                                                                                   1,190,000      1,517,845
                                                                                                              3,560,187

GEORGIA                                                                               3.75%
  Cobb County Development Authority Revenue Bonds, Series 92A,
     8.00%, 6/01/22                                                                            1,000,000      1,022,480
  Monroe County Development Authority PCR, 6.75%, 1/01/10                                      1,000,000      1,118,380
                                                                                                              2,140,860

ILLINOIS                                                                              9.44%
  Broadview Tax Increment Revenue, 8.25%, 7/01/13                                              1,000,000      1,089,770
</TABLE>

                                       49

<PAGE>
MENTOR MUNICIPAL INCOME PORTFOLIO
PORTFOLIO OF INVESTMENTS
MARCH 31, 1996 (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                              Principal
                                                                       Percent of Net Assets   Amount      Market Value
<S>                                                                                 <C>       <C>           <C>

LONG-TERM MUNICIPAL SECURITIES (CONTINUED)

ILLINOIS (CONTINUED)
  Chicago Heights Residential Mortgage,
     (effective yield - 2.75%) (a), 6/01/09                                                   $3,465,000    $ 1,364,760
  Chicago, Capital A, (effective yield - 1.70%) (a),
     7/01/16                                                                                   2,000,000        550,600
  Illinois Health Facilities Authority Revenue,
     9.50%, 10/01/22                                                                           1,250,000      1,580,850
  Robins Illinois Residential, 9.25%, 10/15/14                                                 1,000,000        800,000
                                                                                                              5,385,980

INDIANA                                                                               0.50%
  Indiana Transportation Finance Authority,
     Series A, (effective yield - 1.65%) (a), 6/01/17                                          1,000,000        282,470

IOWA                                                                                  1.16%
  Student Loan Liquidity Corporation, Student Loan Revenue, Series
     C, 6.95%, 3/01/06                                                                           625,000        664,188

KENTUCKY                                                                              3.61%
  Jefferson County, Hospital Revenue, 8.85%, 10/01/08                                            500,000        559,375
  Kenton County Airport Board Revenue, OID, 7.50%, 2/01/20                                     1,400,000      1,500,338
                                                                                                              2,059,713

MAINE                                                                                 1.80%
  Maine State Housing Authority, Series C, 6.88%,
     11/15/23                                                                                  1,000,000      1,025,930

MASSACHUSETTS                                                                         4.78%
  Massachusetts State Health and Educational Facilities Authority,
     OID Revenue Bonds, Series A, 6.00%, 10/01/23                                              2,000,000      1,646,820
  Massachusetts State Health and Education, 6.88%,
     4/01/22                                                                                   1,000,000      1,079,950
                                                                                                              2,726,770

MICHIGAN                                                                              0.97%
  Romulus Community Schools, Refunding,
     (effective yield-1.40%) (a), 5/01/20                                                      2,385,000        555,657

MONTANA                                                                               0.83%
  Montana State Resource Recovery Revenue Bonds,
     7.00%, 12/31/19                                                                             500,000        475,830
</TABLE>

                                       50

<PAGE>
MENTOR MUNICIPAL INCOME PORTFOLIO
PORTFOLIO OF INVESTMENTS
MARCH 31, 1996 (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                              Principal
                                                                       Percent of Net Assets    Amount      Market Value
<S>                                                                                 <C>       <C>           <C>

LONG-TERM MUNICIPAL SECURITIES (CONTINUED)

NEBRASKA                                                                              0.74%
  Nebraska Finance Authority, SFM, 9.48%, 9/15/24                                             $  400,000    $   419,500

NEVADA                                                                                0.92%
  Henderson Local Improvement District, Special
     Assessment, Series A, 8.50%, 11/01/12                                                       500,000        523,205

NEW YORK                                                                             12.55%
  Clifton Springs Hospital Refunding & Improvement, 8.00%, 1/01/20                               855,000        869,868
  Herkimer County, IDA, 8.00%, 1/01/09                                                         1,000,000      1,052,700
  Metropolitan Transportation Authority, 4.75%, 7/01/16                                        1,000,000        823,100
  New York City, Series H, 7.20%, 2/01/13                                                      1,500,000      1,594,560
  New York City, Series I, 5.88%, 3/15/13                                                      1,000,000        959,080
  New York State Dorm Authority, 6.75%, 7/01/24                                                1,000,000      1,088,100
  New York State Dorm Authority, 5.38%, 2/15/26                                                  870,000        773,386
                                                                                                              7,160,794

NORTH DAKOTA                                                                          1.92%
  Ward County, Healthcare Facilities, 8.88%, 11/15/24                                          1,000,000      1,096,690

OKLAHOMA                                                                              1.80%
  Oklahoma City, Industrial and Cultural
     Facilities Trust, 6.75%, 9/15/17                                                          1,000,000      1,027,480

PENNSYLVANIA                                                                          4.18%
  Pennsylvania Economic Development, 6.40%, 1/01/09                                              500,000        490,265
  Pennsylvania Intergovernmental Cooperative Authority, Special Tax
     Revenue, 6.80%, 6/15/12                                                                     750,000        836,910
  Philadelphia Hospital and Higher Education Facilities, 6.50%,
     11/15/08                                                                                  1,000,000      1,057,830
                                                                                                              2,385,005

RHODE ISLAND                                                                          0.81%
  West Warwick, Series A, GO Bonds, 6.80% - 7.30%, 7/15/98 - 7/15/08                             435,000        464,602

TENNESSEE                                                                             7.95%
  Memphis Shelby County Airport Authority Special
     Facilities Revenue Refunding, 7.88%, 9/01/09                                              1,500,000      1,673,340
  Tennessee Housing, 7.38%, 7/01/23                                                            2,750,000      2,861,293
                                                                                                              4,534,633
</TABLE>

                                       51

<PAGE>
MENTOR MUNICIPAL INCOME PORTFOLIO
PORTFOLIO OF INVESTMENTS
MARCH 31, 1996 (UNAUDITED)
<TABLE>
<CAPTION>
                                                                          Percent of Net      Principal
                                                                              Assets            Amount      Market Value
<S>                                                                    <C>          <C>       <C>           <C>

LONG-TERM MUNICIPAL SECURITIES (CONTINUED)
TEXAS                                                                                 4.40%
  Brazos Higher Education Authority Student
     Loan Revenue, 7.10%, 11/01/04                                                            $  550,000    $   599,737
  Dallas-Fort Worth International Airport Facility
     Revenue Bonds, 7.25%, 11/01/30                                                            1,000,000      1,065,610
  Texas State Department of Housing and Community
     Affairs Refunding, Series C, 9.92%, 7/02/24                                                 750,000        844,688
                                                                                                              2,510,035

UTAH                                                                                  3.55%
  Bountiful Hospital Revenue, 9.50%, 12/15/18                                                    240,000        264,482
  Utah State Housing Finance Commission, 7.20%, 1/01/27                                        1,695,000      1,758,986
                                                                                                              2,023,468
WEST VIRGINIA                                                                         6.48%
  Harrison County, 6.75%, 8/01/24                                                              2,000,000      2,175,920
  West Virginia State Hospital Finance
     Authority Revenue, 9.44%, 1/01/18                                                         1,500,000      1,519,965
                                                                                                              3,695,885
TOTAL LONG-TERM MUNICIPAL SECURITIES (COST $53,536,283)                                                      56,302,210
SHORT-TERM MUNICIPAL SECURITIES (B)                                       0.35%
LOUISIANA
  Louisiana State Recovery, 3.45%,
     7/01/97, VRDN (cost $200,000)                                                               200,000        200,000
TOTAL INVESTMENTS (COST $53,736,283)                                     99.03%                              56,502,210
OTHER ASSETS LESS LIABILITIES                                             0.97%                                 557,711
NET ASSETS                                                              100.00%                             $57,059,921
</TABLE>

                            INVESTMENT ABBREVIATIONS

GO - General Obligation                    PCR - Pollution Control Revenue
HFA - Housing Finance Authority            PFA - Public Financing Authority
IDA - Industrial Development Authority     SFM - Single Family Mortgage
OID - Original Issue Discount              VRDN - Variable Rate Demand Note,
                                                  rate shown represents
                                                  current interest rate
                                                  at 3/3196.

(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.

(b) Interest rates represent annualized yield to date of maturity. For each
    security, cost (for financial reporting and federal income tax purposes) and
    carrying value are the same.

SEE NOTES TO FINANCIAL STATEMENTS.

                                       52

<PAGE>
MENTOR QUALITY INCOME PORTFOLIO
PORTFOLIO OF INVESTMENTS
MARCH 31, 1996 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                         Percent of Net       Principal
                                                                             Assets            Amount       Market Value
<S>                                                                   <C>          <C>       <C>            <C>

LONG-TERM INVESTMENTS                                                   95.92%

ASSET-BACKED SECURITIES                                                 11.44%
  Advanta Mortgage Loan Trust, Series 1993-3 A5,
     5.55%, 1/25/25                                                                          $ 1,810,976    $ 1,694,134
  Advanta Mortgage Loan Trust, Series 1993-4 A2,
     5.55%, 3/25/25                                                                            2,126,841      2,014,108
  Equifax Credit Corporation, Series 1994-1,B
     5.75%, 3/15/09                                                                            3,567,326      3,460,931
  Old Stone Credit Corporation Home Equity Trust,
     Series 1993-1 B1, 6.00%, 3/15/08                                                          1,685,983      1,650,765
  World Omni, Series 1993-B, 5.05%, 8/15/99                                                      575,663        567,115

TOTAL ASSET-BACKED SECURITIES (COST $9,379,553)                                                               9,387,053

U.S. GOVERNMENT SECURITIES AND AGENCIES                                 43.56%

FEDERAL HOME LOAN MORTGAGE CORPORATION                                              27.30%
  6.00%, 2/01/11-3/01/11                                                                      15,825,444     15,197,099
  6.00%, Series 48 H, 7/15/20 - REMIC                                                          3,500,000      3,157,798
  6.50%, Series 1647B, 11/15/08 - REMIC                                                        4,259,188      4,034,499
                                                                                                             22,389,396

FEDERAL NATIONAL MORTGAGE ASSOCIATION - REMIC                                        2.26%
  PO, Class G93-28C, 7/25/22                                                                   2,500,000      1,856,107

GOVERNMENT NATIONAL MORTGAGE ASSOCIATION                                            11.64%
  6.00%, 12/15/08 - 6/15/09                                                                    7,155,972      6,896,568
  7.00%, 9/20/22                                                                               2,616,190      2,655,318
                                                                                                              9,551,886

TREASURY SECURITIES                                                                  2.36%
  U.S. Treasury Note, 5.00%, 1/31/98                                                           1,515,000      1,494,335
  U.S. Treasury Note, 5.63%, 2/28/01                                                             450,000        441,103
                                                                                                              1,935,438

TOTAL U.S. GOVERNMENT SECURITIES AND AGENCIES
  (COST $36,224,497)                                                                                         35,732,827
</TABLE>

                                       53

<PAGE>
MENTOR QUALITY INCOME PORTFOLIO
PORTFOLIO OF INVESTMENTS
MARCH 31, 1996 (UNAUDITED)
<TABLE>
<CAPTION>
                                                                         Percent of Net       Principal
                                                                             Assets            Amount       Market Value
<S>                                                                   <C>          <C>       <C>            <C>

CORPORATE BONDS                                                         10.36%

FINANCE                                                                              8.78%
  Developers Diversified Realty, 7.63%, 5/15/00                                              $ 2,000,000    $ 2,009,180
  Salomon, Inc., 6.00%, 1/12/98                                                                3,000,000      2,971,053
  Sunamerica, Inc., 7.34%, 8/30/05                                                             1,200,000      1,220,245
  Travelers, Inc., 6.88%, 6/01/25                                                              1,000,000      1,005,217
                                                                                                              7,205,695

UTILITIES                                                                            1.58%
  Mississippi Power & Light, 8.80%, 4/01/05                                                    1,250,000      1,295,902

TOTAL CORPORATE BONDS (COST $8,401,156)                                                                       8,501,597

COLLATERALIZED MORTGAGE OBLIGATIONS                                     22.34%
  Chase Mortgage Finance Corporation,
     Series 1993-L2 M, 7.00%, 10/25/24                                                         3,070,370      2,890,210
  First Boston Mortgage Securities Corporation,
     Series 1993-5 M2, 7.30%, 7/25/23                                                          2,430,974      2,364,139
  General Electric Capital Mortgage Services, Inc.,
     Series 1993-18 B1, 6.00%, 2/25/09                                                         2,250,695      2,080,495
  Prudential Home, Series 1995-5 B1, 7.25%, 9/25/25                                            1,492,159      1,434,929
  Prudential Home, Series 1995-5 M, 7.25%, 9/25/25                                             2,631,173      2,561,553
  Securitized Asset Sales, Inc., Series 1994-5 AM,
     7.00%, 7/25/24                                                                            7,360,928      6,997,556

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS
  (COST $18,314,235)                                                                                         18,328,882

RESIDUAL INTERESTS                                                       8.22%
  General Mortgage Securities, Inc., 1995-1, 6/25/20                                              18,061        186,944
  General Mortgage Securities II, Inc., 1995-3, 6/25/20                                           18,180        635,956
  General Mortgage Securities II, Inc., 1995-4, 6/25/23                                           19,606        603,757
  General Mortgage Securities II, Inc., 1996-1, 11/25/22                                          19,402        696,504
  National Mortgage Funding I, Inc., 1995-1, 4/28/25                                              33,213        544,274
  National Mortgage Funding I, Inc., 1995-4, 3/20/21                                              16,836        276,365
  National Mortgage Funding I, Inc., 1995-5, 3/25/22                                              12,673        730,248
  National Mortgage Funding I, Inc., 1995-7, 9/17/25                                              43,383        886,956
  National Mortgage Funding I, Inc., 1995-8, 8/25/22                                              45,000        800,357
  National Mortgage Funding I, Inc., 1995-9, 11/19/25                                             44,528        594,855
  National Mortgage Funding I, Inc., 1996-3, 2/22/25                                              27,376        774,646

TOTAL RESIDUAL INTERESTS (COST $6,867,549)                                                                    6,730,862

TOTAL LONG-TERM INVESTMENTS (COST $79,186,990)                                                               78,681,221
</TABLE>

                                       54

<PAGE>
MENTOR QUALITY INCOME PORTFOLIO
PORTFOLIO OF INVESTMENTS
MARCH 31, 1996 (UNAUDITED)
<TABLE>
<CAPTION>
                                                                         Percent of Net       Principal
                                                                             Assets            Amount       Market Value
<S>                                                                   <C>                    <C>            <C>

SHORT-TERM INVESTMENT                                                    3.94%

REPURCHASE AGREEMENT
  Goldman Sachs & Company
     Dated 3/29/96, 5.48%, due 4/01/96,
     collateralized by $3,391,925
     Federal National Mortgage Association,
     7.00%, 1/01/26 (cost $3,233,203)                                                          3,233,203    $ 3,233,203

TOTAL INVESTMENTS (COST $82,420,193)                                    99.86%                               81,914,424

OTHER ASSETS LESS LIABILITIES                                            0.14%                                  112,984

NET ASSETS                                                             100.00%                              $82,027,408
</TABLE>

INVESTMENT ABBREVIATIONS

CMO - Collateralized Mortgage Obligation
PO - Principal Only
REMIC - Real Estate Mortgage Investment Conduit

SEE NOTES TO FINANCIAL STATEMENTS.

                                       55

<PAGE>
MENTOR SHORT-DURATION INCOME PORTFOLIO
PORTFOLIO OF INVESTMENTS
MARCH 31, 1996 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                              Principal
                                                                      Percent of Net Assets     Amount      Market Value
<S>                                                                   <C>          <C>        <C>           <C>

ASSET-BACKED SECURITIES                                                 11.10%
  Advanta Mortgage Loan Trust 1993-4, 5.55%, 3/25/10                                          $  851,094    $   805,982
  Equifax Credit Corporation 1994-1, 5.75%, 3/15/09                                            1,134,169      1,100,342
  General Motors Acceptance Corporation, 6.30%, 6/15/99                                          372,330        373,009
  Old Stone Credit Corporation, 6.20%, 6/15/08                                                   689,229        679,454
  World Omni 1993 B, 5.05%, 8/15/99                                                              233,377        229,911

TOTAL ASSET-BACKED SECURITIES (COST $3,183,763)                                                               3,188,698

U.S. GOVERNMENT SECURITIES AND AGENCIES                                 76.33%

FEDERAL HOME LOAN MORTGAGE CORPORATION                                               26.87%
  8.19%, 10/06/04                                                                              2,000,000      2,091,796
  6.50%, 5/15/08 - REMIC                                                                       2,473,962      2,373,168
  6.00%, 2/11/11                                                                               3,389,377      3,254,862
                                                                                                              7,719,826

FEDERAL NATIONAL MORTGAGE ASSOCIATION                                                 2.04%
  10.00%, 6/01/05                                                                                555,154        585,948

GOVERNMENT NATIONAL MORTGAGE ASSOCIATION                                              4.79%
  7.00%, 9/20/22                                                                               1,356,682      1,376,972

TREASURY SECURITIES                                                                  42.63%
  U.S. Treasury Note, 5.00%, 1/31/98                                                           1,010,000        996,224
  U.S. Treasury Note, 5.88%, 8/15/98                                                           8,650,000      8,651,989
  U.S. Treasury Note, 5.63%, 2/28/01                                                           2,650,000      2,597,609
                                                                                                             12,245,822

TOTAL U.S. GOVERNMENT SECURITIES AND AGENCIES
  (COST $22,306,850)                                                                                         21,928,568

COLLATERALIZED MORTGAGE OBLIGATION                                       1.69%
  Ryland Acceptance Corporation, 9.63%,
     9/25/17 (cost $478,017)                                                                     485,967        485,701

CORPORATE BONDS                                                          6.26%
  Mississippi Power & Light, 8.80%, 4/1/05                                                       750,000        777,542
  Salomon, Inc., 8.62%, 2/17/97                                                                1,000,000      1,020,962

TOTAL CORPORATE BONDS (COST $1,790,793)                                                                       1,798,504
</TABLE>

                                       56

<PAGE>
MENTOR SHORT-DURATION INCOME PORTFOLIO
PORTFOLIO OF INVESTMENTS
MARCH 31, 1996 (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                              Principal
                                                                      Percent of Net Assets     Amount      Market Value
<S>                                                                   <C>                     <C>           <C>

RESIDUAL INTERESTS                                                       1.85%
  General Mortgage Securities II, Inc., 1996-3, 3/29/22                                       $   16,000    $   250,627
  National Mortgage Funding, Inc., 1996-4, 3/29/25                                                 7,500        279,797

TOTAL RESIDUAL INTERESTS (COST $532,656)                                                                        530,424

SHORT-TERM INVESTMENT                                                    2.14%
  Federal Home Loan Bank, 5.25%,
     4/01/96 (cost $616,000)                                                                     616,000        616,000

TOTAL INVESTMENTS (COST $28,908,079)                                    99.37%                               28,547,895

OTHER ASSETS LESS LIABILITIES                                            0.63%                                  181,653

NET ASSETS                                                             100.00%                              $28,729,548
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS.

                                       57

<PAGE>
MENTOR FUNDS
STATEMENTS OF ASSETS AND LIABILITIES
MARCH 31, 1996 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                     Mentor                Mentor
                                                                  Mentor            Perpetual              Capital
                                                                  Growth             Global                Growth
                                                                Portfolio           Portfolio             Portfolio
<S>                                                            <C>                 <C>                <C>
ASSETS
  Investments, at market value * (Note 2)
     Investment securities                                     $295,719,640        $28,967,439           $86,784,250
     Repurchase agreements                                       39,268,803          2,192,142             4,381,988
     Total Investments                                          334,988,443         31,159,581            91,166,238
  Receivables
     Investments sold                                               121,863            150,925               257,500
     Fund shares sold                                               851,058          1,267,829               106,926
     Dividends and interest                                         110,153             89,830                80,537
     Closed forward foreign currency contracts                            -              3,831                     -
  Deferred expenses (Note 2)                                         23,333             33,106                18,000
  Other assets                                                            -                  -                     -
     Total assets                                               336,094,850         32,705,102            91,629,201
LIABILITIES
  Payables
     Investments purchased                                        4,093,802            558,692                     -
     Fund shares redeemed                                           146,520             30,305                94,350
     Dividends                                                            -                  -                     -
     Forward foreign currency exchange contracts held
       (Note 8)                                                           -                676                     -
     Forward contract payable                                             -             19,676                     -
  Accrued expenses and other liabilities                             70,695             15,684                49,160
     Total liabilities                                            4,311,017            625,033               143,510
NET ASSETS                                                     $331,783,833        $32,080,069           $91,485,691
Net Assets represented by: (Note 2)
  Additional paid-in capital                                   $217,163,902        $28,624,212           $72,229,013
  Accumulated net investment income (loss)                       (1,409,287)          (164,371)              (14,174)
  Accumulated distributions in excess of net investment
     income                                                               -                  -                     -
  Accumulated net realized gain (loss) on investment
     transactions                                                18,602,231            825,835             5,915,854
  Net unrealized appreciation (depreciation) of investments
     and foreign currency related transactions                   97,426,987          2,794,393            13,354,998
NET ASSETS                                                     $331,783,833        $32,080,069           $91,485,691
NET ASSET VALUE PER SHARE
  Class A Shares                                               $      16.51        $     16.88           $     17.58
  Class B Shares                                               $      16.40        $     16.58           $     17.25
OFFERING PRICE PER SHARE
  Class A Shares                                               $      17.52(a)     $     17.91(a)        $     18.65(a)
  Class B shares                                               $      16.40        $     16.58           $     17.25
REDEMPTION PROCEEDS PER SHARE
  Class A Shares                                               $      16.51        $     16.88           $     17.58
  Class B Shares (d)                                           $      16.24        $     16.41           $     17.08
SHARES OUTSTANDING
  Class A Shares                                                  1,720,868            507,721             1,709,034
  Class B Shares                                                 18,494,841          1,418,356             3,561,612
     Total Shares Outstanding                                    20,215,709          1,926,077             5,270,646
</TABLE>

                                       58

<PAGE>

MENTOR FUNDS
STATEMENTS OF ASSETS AND LIABILITIES
MARCH 31, 1996 (UNAUDITED)  (continued)

<TABLE>
<CAPTION>
                                                                                  Mentor          Mentor
                                                                  Mentor        Income and       Municipal
                                                                 Strategy         Growth          Income
                                                                Portfolio        Portfolio       Portfolio
<S>                                                            <C>              <C>             <C>
ASSETS
  Investments, at market value * (Note 2)
     Investment securities                                     $239,715,560     $73,531,056     $56,502,210
     Repurchase agreements                                       30,776,523       3,417,000               -
     Total Investments                                          270,492,083      76,948,056      56,502,210
  Receivables
     Investments sold                                                     -          62,237               -
     Fund shares sold                                               522,336         257,589           4,801
     Dividends and interest                                         134,013         511,445       1,021,501
     Closed forward foreign currency contracts                            -               -               -
  Deferred expenses (Note 2)                                         55,440               -               -
  Other assets                                                            -               -               -
     Total assets                                               271,203,872      77,779,327      57,528,512
LIABILITIES
  Payables
     Investments purchased                                                -          73,394               -
     Fund shares redeemed                                           161,375          47,434         179,926
     Dividends                                                            -               -         232,128
     Forward foreign currency exchange contracts held
       (Note 8)                                                           -               -               -
     Forward contract payable                                             -               -               -
  Accrued expenses and other liabilities                             33,271         209,493          56,537
     Total liabilities                                              194,646         330,321         468,591
NET ASSETS                                                     $271,009,226     $77,449,006     $57,059,921
Net Assets represented by: (Note 2)
  Additional paid-in capital                                   $206,039,559     $64,985,879     $57,002,997
  Accumulated net investment income (loss)                         (653,213)         12,823               -
  Accumulated distributions in excess of net investment
     income                                                               -               -         (54,062)
  Accumulated net realized gain (loss) on investment
     transactions                                                 4,393,481       3,951,595      (2,654,941)
  Net unrealized appreciation (depreciation) of investments
     and foreign currency related transactions                   61,229,399       8,498,709       2,765,927
NET ASSETS                                                     $271,009,226     $77,449,006     $57,059,921
NET ASSET VALUE PER SHARE
  Class A Shares                                               $      16.79     $     18.07     $     14.96
  Class B Shares                                               $      16.69     $     18.08     $     14.98
OFFERING PRICE PER SHARE
  Class A Shares                                               $      17.81(a)  $     19.17(a)  $     15.71(b)
  Class B shares                                               $      16.69     $     18.08     $     14.98
REDEMPTION PROCEEDS PER SHARE
  Class A Shares                                               $      16.79     $     18.07     $     14.96
  Class B Shares (d)                                           $      16.52     $     17.90     $     14.83
SHARES OUTSTANDING
  Class A Shares                                                    821,892       1,232,083       1,333,939
  Class B Shares                                                 15,410,446       3,051,166       2,476,532
     Total Shares Outstanding                                    16,232,338       4,283,249       3,810,471
</TABLE>

                                       59

<PAGE>

MENTOR FUNDS
STATEMENTS OF ASSETS AND LIABILITIES
MARCH 31, 1996 (UNAUDITED)  (continued)

<TABLE>
<CAPTION>
                                                                   Mentor               Mentor
                                                                   Quality           Short-Duration
                                                                    Income               Income
                                                                  Portfolio            Portfolio
<S>                                                              <C>              <C>
ASSETS
  Investments, at market value * (Note 2)
     Investment securities                                       $ 78,681,221         $ 27,931,895
     Repurchase agreements                                          3,233,203              616,000
     Total Investments                                             81,914,424           28,547,895
  Receivables
     Investments sold                                               1,258,060              533,814
     Fund shares sold                                                 110,278               79,322
     Dividends and interest                                           775,852              259,702
     Closed forward foreign currency contracts                              -                    -
  Deferred expenses (Note 2)                                                -               34,948
  Other assets                                                        150,692               31,401
     Total assets                                                  84,209,306           29,487,082
LIABILITIES
  Payables
     Investments purchased                                          1,451,845              532,656
     Fund shares redeemed                                             265,484               80,660
     Dividends                                                        419,566              127,801
     Forward foreign currency exchange contracts held
       (Note 8)                                                             -                    -
     Forward contract payable                                               -                    -
  Accrued expenses and other liabilities                               45,003               16,417
     Total liabilities                                              2,181,898              757,534
NET ASSETS                                                       $ 82,027,408         $ 28,729,548
Net Assets represented by: (Note 2)
  Additional paid-in capital                                     $ 96,153,154         $ 28,718,766
  Accumulated net investment income (loss)                                  -                    -
  Accumulated distributions in excess of net investment
     income                                                          (234,102)            (113,380)
  Accumulated net realized gain (loss) on investment
     transactions                                                 (12,995,609)             484,346
  Net unrealized appreciation (depreciation) of investments
     and foreign currency related transactions                       (896,035)            (360,184)
NET ASSETS                                                       $ 82,027,408         $ 28,729,548
NET ASSET VALUE PER SHARE
  Class A Shares                                                 $      13.15         $      12.66
  Class B Shares                                                 $      13.17         $      12.64
OFFERING PRICE PER SHARE
  Class A Shares                                                 $      13.81(b)      $      12.79(c)
  Class B shares                                                 $      13.17         $      12.64
REDEMPTION PROCEEDS PER SHARE
  Class A Shares                                                 $      13.15         $      12.66
  Class B Shares (d)                                             $      13.04         $      12.51
SHARES OUTSTANDING
  Class A Shares                                                    1,767,396              273,122
  Class B Shares                                                    4,463,263            1,998,884
     Total Shares Outstanding                                       6,230,659            2,272,006
</TABLE>

*  Investments at cost $237,561,456, $77,811,240, $209,262,684, $68,449,356,
   $28,363,696, $82,420,193, $28,908,079 and $53,736,283 respectively.

(a) Computation of offering price: 100/94.25 of net asset value.
(b) Computation of offering price: 100/95.25 of net asset value.
(c) Computation of offering price: 100/99 of net asset value.
(d) Computation of redemption proceeds: 99/100 of net asset value.

SEE NOTES TO FINANCIAL STATEMENTS.

                                       59

<PAGE>



MENTOR FUNDS
STATEMENTS OF OPERATIONS
SIX MONTHS ENDED MARCH 31, 1996 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                    Mentor                Mentor
                                                             Mentor               Perpetual               Capital
                                                             Growth                 Global                Growth
                                                            Portfolio             Portfolio              Portfolio
<S>                                                        <C>                    <C>                   <C>

INVESTMENT INCOME
  Interest                                                 $   344,122            $   28,076            $   106,245
  Dividends (Net of withholding taxes)***                    1,089,746               137,383                732,274
       Total investment income (Note 2)                      1,433,868               165,459                838,519

EXPENSES
  Management fee (Note 4)                                    1,001,608               129,333                351,830
  Distribution fees (Note 5)                                   987,902                60,664                219,956
  Shareholder services fees (Note 5)                           357,717                29,394                109,947
  Transfer agent fee                                           149,532                16,392                 55,197
  Administration fee (Note 4)                                  143,087                11,757                 43,979
  Shareholder reports and postage expenses                      94,766                 1,759                 19,792
  Custodian and accounting fees                                 44,322                17,586                 12,625
  Registration expenses                                         32,911                12,639                 12,813
  Legal and Audit fees                                          11,683                 3,228                 12,160
  Directors' fees and expenses                                   4,924                   387                  1,366
  Organizational expenses                                        4,275                 5,549                  1,800
  Miscellaneous                                                 10,428                   334                 11,228
       Total expenses                                        2,843,155               289,022                852,693
Deduct
  Waiver of administration fee (Note 4)                              -                     -                      -
  Waiver of management fee (Note 4)                                  -                     -                      -
NET EXPENSES                                                 2,843,155               289,022                852,693
NET INVESTMENT INCOME (LOSS)                                (1,409,287)             (123,563)               (14,174)

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND
  FUTURES CONTRACTS
     Net realized gain on investments (Note 2)              23,098,822               895,963              7,862,081
     Change in unrealized appreciation (depreciation)       20,706,519             1,831,469              2,802,824
     Net realized and unrealized gain (loss) on
       investments and futures contracts                    43,805,341             2,727,432             10,664,905
     Net increase in net assets resulting from
       operations                                          $42,396,054            $2,603,869            $10,650,731
</TABLE>

                                       60

<PAGE>


MENTOR FUNDS
STATEMENTS OF OPERATIONS
SIX MONTHS ENDED MARCH 31, 1996 (UNAUDITED) (continued)

<TABLE>
<CAPTION>
                                                                                     Mentor              Mentor
                                                                 Mentor            Income and          Municipal
                                                                Strategy             Growth              Income
                                                               Portfolio           Portfolio           Portfolio
<S>                                                        <C>                 <C>                 <C>

INVESTMENT INCOME
  Interest                                                 $        814,958     $      795,220      $    1,986,850
  Dividends (Net of withholding taxes)***                         1,118,500            417,559                   -
       Total investment income (Note 2)                           1,933,458          1,212,779           1,986,850

EXPENSES
  Management fee (Note 4)                                         1,050,443            263,827             178,719
  Distribution fees (Note 5)                                        882,532            186,400              97,450
  Shareholder services fees (Note 5)                                308,954             87,942              74,466
  Transfer agent fee                                                108,020             33,217              29,274
  Administration fee (Note 4)                                       123,582             35,177              29,786
  Shareholder reports and postage expenses                           67,191             10,714               6,138
  Custodian and accounting fees                                      37,158             16,045               7,949
  Registration expenses                                              25,332             26,218              26,831
  Legal and Audit fees                                                8,686              3,951               3,962
  Directors' fees and expenses                                        3,581              1,310               1,282
  Organizational expenses                                            10,103                  -                   -
  Miscellaneous                                                       8,725              1,302                   -
       Total expenses                                             2,634,307            666,103             455,857
Deduct
  Waiver of administration fee (Note 4)                                   -                  -                   -
  Waiver of management fee (Note 4)                                       -                  -                   -
NET EXPENSES                                                      2,634,307            666,103             455,857
NET INVESTMENT INCOME (LOSS)                                      (700,849)            546,676           1,530,993

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND
  FUTURES CONTRACTS
     Net realized gain on investments (Note 2)                    1,828,970          4,516,900              32,845
     Change in unrealized appreciation (depreciation)            23,485,014          2,408,379             145,691
     Net realized and unrealized gain (loss) on
       investments and futures contracts                         25,313,984          6,925,279             178,536
     Net increase in net assets resulting from
       operations                                          $     24,613,135     $    7,471,955      $    1,709,529
</TABLE>

                                       61
<PAGE>


MENTOR FUNDS
STATEMENTS OF OPERATIONS
SIX MONTHS ENDED MARCH 31, 1996 (UNAUDITED) (continued)

<TABLE>
<CAPTION>
                                                                 Mentor              Mentor
                                                                Quality          Short-Duration
                                                                 Income              Income
                                                               Portfolio           Portfolio
<S>                                                        <C>                 <C>

INVESTMENT INCOME
  Interest                                                  $      3,302,796     $      795,231**
  Dividends (Net of withholding taxes)***                                  -                488
       Total investment income (Note 2)                            3,302,796            795,719

EXPENSES
  Management fee (Note 4)                                            256,275             61,656
  Distribution fees (Note 5)                                         153,257             33,448
  Shareholder services fees (Note 5)                                 106,781             30,828
  Transfer agent fee                                                  33,584              1,053
  Administration fee (Note 4)                                         42,713             11,149
  Shareholder reports and postage expenses                            10,772              1,052
  Custodian and accounting fees                                       15,107              5,333
  Registration expenses                                               30,568             13,347
  Legal and Audit fees                                                 2,779                537
  Directors' fees and expenses                                         1,923                143
  Organizational expenses                                                  -              2,754
  Miscellaneous                                                            -                 47
       Total expenses                                                653,759            161,347
Deduct
  Waiver of administration fee (Note 4)                                    -             11,149
  Waiver of management fee (Note 4)                                   42,713             46,729
NET EXPENSES                                                         611,046            103,469
NET INVESTMENT INCOME (LOSS)                                       2,691,750            692,250

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND
  FUTURES CONTRACTS
     Net realized gain on investments (Note 2)                       671,827            519,232
     Change in unrealized appreciation (depreciation)             (1,525,429)          (640,202)
     Net realized and unrealized gain (loss) on
       investments and futures contracts                            (853,602)          (120,970)
     Net increase in net assets resulting from
       operations                                           $      1,838,148     $      571,280
</TABLE>


**  Net of interest expense $35,691 for the Mentor Short-Duration Income
    Portfolio.
*** Withholding taxes were $1,069, $12,419 and $12,486 for the Mentor Growth
    Portfolio, Mentor Income and Growth Portfolio, and Mentor Perpetual Global
    Portfolio, respectively for the period ended March 31, 1996.

SEE NOTES TO FINANCIAL STATEMENTS.

                                       61
<PAGE>


MENTOR FUNDS
STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                                               Mentor Perpetual Global
                                                                Mentor Growth Portfolio               Portfolio
                                                               Six Months                     Six Months
                                                                 Ended           Period          Ended          Year
                                                                3/31/96          Ended          3/31/96         Ended
                                                              (Unaudited)       9/30/95*      (Unaudited)      9/30/95
<S>                                                           <C>             <C>             <C>            <C>

NET INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
  Net investment income (loss)                                $ (1,409,287)   $ (1,966,059)   $  (123,563)   $   (16,767)
  Net realized gain (loss) on investments and futures
     contracts                                                  23,098,822      24,885,052        895,963        862,461
  Change in unrealized appreciation (depreciation) of
     investments                                                20,706,519      38,888,234      1,831,469        942,613
  Increase in net assets from operations                        42,396,054      61,807,227      2,603,869      1,788,307

DISTRIBUTIONS TO SHAREHOLDERS
  Net investment income
     Class A                                                             -               -              -              -
     Class B                                                             -               -              -              -
  Distributions in excess of net investment income
     Class A                                                             -               -              -              -
     Class B                                                             -               -              -              -
  Net realized gain on investments
     Class A                                                    (2,238,211)              -       (338,446)             -
     Class B                                                   (27,048,013)              -       (688,164)             -
     Net decrease from distributions                           (29,286,224)              -     (1,026,610)             -

CAPITAL SHARE TRANSACTIONS (NOTE 9)
     Change in net assets from portfolio share transactions     51,979,579      14,761,239     10,981,677        863,287

Increase (decrease) in net assets                               65,089,409      76,568,466     12,558,936      2,651,594

NET ASSETS
     Beginning of period                                       266,694,424     190,125,958     19,521,133     16,869,539
     End of period                                            $331,783,833    $266,694,424    $32,080,069    $19,521,133
</TABLE>

                                       62

<PAGE>

MENTOR FUNDS
STATEMENTS OF CHANGES IN NET ASSETS (continued)

<TABLE>
<CAPTION>
                                                                  Mentor Capital Growth
                                                                        Portfolio                 Mentor Strategy Portfolio
                                                               Six Months                        Six Months
                                                                 Ended            Period           Ended             Year
                                                                3/31/96           Ended           3/31/96           Ended
                                                              (Unaudited)        9/30/95        (Unaudited)        9/30/95*
<S>                                                           <C>              <C>              <C>              <C>

NET INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
  Net investment income (loss)                                $    (14,174)    $   (107,886)    $   (700,849)    $     32,564
  Net realized gain (loss) on investments and futures
     contracts                                                   7,862,081        5,567,739        1,828,970       13,062,170
  Change in unrealized appreciation (depreciation) of
     investments                                                 2,802,824        8,926,628       23,485,014       30,325,565
  Increase in net assets from operations                        10,650,731       14,386,481       24,613,135       43,420,299

DISTRIBUTIONS TO SHAREHOLDERS
  Net investment income
     Class A                                                             -                -                -                -
     Class B                                                             -                -                -                -
  Distributions in excess of net investment income
     Class A                                                             -                -                -                -
     Class B                                                             -                -                -                -
  Net realized gain on investments
     Class A                                                      (871,658)      (2,027,725)         (15,039)               -
     Class B                                                    (1,783,036)      (4,095,792)        (302,757)               -
     Net decrease from distributions                            (2,654,694)      (6,123,517)        (317,796)               -

CAPITAL SHARE TRANSACTIONS (NOTE 9)
     Change in net assets from portfolio share transactions     (3,740,307)      16,680,084       11,572,721       12,447,061

Increase (decrease) in net assets                                4,255,730       24,943,048       35,868,060       55,867,360

NET ASSETS
     Beginning of period                                        87,229,961       62,286,913      235,141,166      179,273,806
     End of period                                            $ 91,485,691     $ 87,229,961     $271,009,226     $235,141,166


</TABLE>

                                       63

<PAGE>


MENTOR FUNDS
STATEMENTS OF CHANGES IN NET ASSETS (continued)

<TABLE>
<CAPTION>
                                                               Mentor Income and Growth          Mentor Municipal Income
                                                                       Portfolio                        Portfolio
                                                              Six Months                       Six Months
                                                                 Ended           Year            Ended             Year
                                                                3/31/96          Ended          3/31/96           Ended
                                                              (Unaudited)       9/30/95       (Unaudited)        9/30/95
<S>                                                           <C>             <C>             <C>              <C>

NET INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
  Net investment income (loss)                                $   546,676     $ 1,236,537     $  1,530,993     $  3,337,904
  Net realized gain (loss) on investments and futures
     contracts                                                  4,516,900       2,495,422           32,845       (2,056,061)
  Change in unrealized appreciation (depreciation) of
     investments                                                2,408,379       5,833,996          145,691        4,099,300
  Increase in net assets from operations                        7,471,955       9,565,955        1,709,529        5,381,143

DISTRIBUTIONS TO SHAREHOLDERS
  Net investment income
     Class A                                                     (206,168)       (464,855)        (561,389)      (1,233,641)
     Class B                                                     (327,682)       (771,682)        (971,123)      (2,106,334)
  Distributions in excess of net investment income
     Class A                                                            -         (38,935)               -                -
     Class B                                                            -         (64,635)               -                -
  Net realized gain on investments
     Class A                                                     (857,221)       (298,324)               -                -
     Class B                                                   (2,018,268)       (712,920)               -                -
     Net decrease from distributions                           (3,409,339)     (2,351,351)      (1,532,512)      (3,339,975)

CAPITAL SHARE TRANSACTIONS (NOTE 9)
     Change in net assets from portfolio share transactions     6,820,579      (1,640,309)      (3,070,275)     (13,301,743)

Increase (decrease) in net assets                              10,883,195       5,574,295       (2,893,258)     (11,260,575)

NET ASSETS
     Beginning of period                                       66,565,811      60,991,516       59,953,179       71,213,754
     End of period                                            $77,449,006     $66,565,811     $ 57,059,921     $ 59,953,179

</TABLE>


* For the period from January 1, 1995 to September 30, 1995.

SEE NOTES TO FINANCIAL STATEMENTS.


                                       63

<PAGE>


MENTOR FUNDS
STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                               Mentor Quality Income           Mentor Short-Duration
                                                     Portfolio                   Income Portfolio
                                            Six Months                      Six Months
                                               Ended           Year            Ended          Period
                                              3/31/96          Ended          3/31/96          Ended
                                            (Unaudited)       9/30/95       (Unaudited)      9/30/95*
<S>                                         <C>             <C>             <C>             <C>

NET INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
  Net investment income                     $ 2,691,750     $ 5,884,441     $   692,250     $   820,190
  Net realized gain (loss) on
     investments and futures contracts          671,827      (1,948,938)        519,232         258,876
  Change in unrealized appreciation
     (depreciation) of investments           (1,525,429)      5,945,462        (640,202)        423,995
     Increase in net assets from
       operations                             1,838,148       9,880,965         571,280       1,503,061

DISTRIBUTIONS TO SHAREHOLDERS
     Net investment income
       Class A                                 (804,299)     (1,780,925)        (71,018)         (7,777)
       Class B                               (1,878,664)     (4,084,639)       (649,123)       (812,803)
     Distributions in excess of net
       investment income
       Class A                                        -        (130,142)              -          (2,635)
       Class B                                        -        (298,487)              -         (39,850)
     Net realized gain on investments
       Class A                                        -               -               -               -
       Class B                                        -               -               -               -
     Net decrease from distributions         (2,682,963)     (6,294,193)       (720,141)       (863,065)

CAPITAL SHARE TRANSACTIONS (NOTE 9)
     Change in net assets from
       portfolio share transactions          (3,754,668)    (24,989,530)      8,005,864       3,088,707
Increase (decrease) in net assets            (4,599,483)    (21,402,758)      7,857,003       3,728,703

NET ASSETS
     Beginning of period                     86,626,891     108,029,649      20,872,545      17,143,842
     End of period                          $82,027,408     $86,626,891     $28,729,548     $20,872,545
</TABLE>

* For the period from January 1, 1995 to September 30, 1995.

                                       64

<PAGE>
MENTOR FUNDS
FINANCIAL HIGHLIGHTS
CLASS A SHARES

<TABLE>
<CAPTION>
                                                 Mentor Growth Portfolio           Mentor Perpetual Global Portfolio
                                                Six Months                    Six Months
                                                   Ended         Period          Ended          Year          Year
                                                  3/31/96         Ended         3/31/96        Ended         Ended
                                                (Unaudited)     9/30/95*      (Unaudited)     9/30/95      9/30/94(c)
<S>                                             <C>             <C>           <C>             <C>      <C>

PER SHARE OPERATING PERFORMANCE

NET ASSET VALUE, BEGINNING OF PERIOD              $ 16.08        $ 13.37        $ 15.88        $14.23        $14.18
INCOME FROM INVESTMENT OPERATIONS
  Net investment income (loss)                      (0.02)         (0.01)         (0.04)         0.05         (0.01)
  Net realized and unrealized gain (loss) on
     investments                                     2.19           2.72           1.84          1.60          0.06

  Total from investment operations                   2.17           2.71           1.80          1.65          0.05

LESS DISTRIBUTIONS
  Dividends from net investment income                  -              -              -             -             -
  Distributions in excess of net investment
     income                                             -              -              -             -             -
  Distributions from capital gains                  (1.74)             -          (0.80)            -             -
  Distributions in excess of capital gains              -              -              -             -             -
  Total distributions                               (1.74)             -          (0.80)            -             -

NET ASSET VALUE, END OF PERIOD                    $ 16.51        $ 16.08        $ 16.88        $15.88        $14.23

Total Return                                        15.44%         20.27%         11.90%        11.60%         0.35%

Ratios/Supplemental Data

Net assets, end of period
  (in thousands)                                  $28,405        $20,368        $ 8,571        $6,854        $8,882

Ratio of expenses to average net assets              1.32%(a)       1.36%(a)       2.00%(a)      2.06          2.09%(a)

Ratio of expenses to average net asset
  excluding waiver                                   1.32%(a)       1.36%(a)       2.00%(a)      2.11%         3.18%(a)

Ratio of net investment income (loss) to
  average net assets                                (0.29%)(a)     (0.65%)(a)     (0.54%)(a)     0.26%        (0.10%)(a)

Portfolio turnover rate                                51%            70%            70%          155%            2%

Average commission rate on portfolio
  transactions                                    $0.0549              -        $0.0306             -             -
</TABLE>

 * For the period from June 5, 1995 to September 30, 1995.
(a) Annualized.
(c) Reflects operations for the period from March 30, 1994 (commencement of
    operations), to September 30, 1994.

SEE NOTES TO FINANCIAL STATEMENTS.

                                       65

<PAGE>
MENTOR FUNDS
FINANCIAL HIGHLIGHTS
CLASS A SHARES

<TABLE>
<CAPTION>
                                                Six Months          Mentor Capital Growth Portfolio
                                                   Ended           Year          Year          Year           Year
                                                  3/31/96         Ended         Ended         Ended          Ended
                                                (Unaudited)      9/30/95       9/30/94       9/30/93       9/30/92**
<S>                                             <C>              <C>           <C>           <C>        <C>

PER SHARE OPERATING PERFORMANCE

NET ASSET VALUE, BEGINNING OF PERIOD              $ 16.02        $ 14.88       $ 15.26       $ 14.21        $  14.18
INCOME FROM INVESTMENT OPERATIONS
  Net investment income (loss)                       0.04           0.02          0.09          0.14            0.08
  Net realized and unrealized gain (loss) on
     investments                                     2.02           2.91         (0.30 )        1.02            0.03

  Total from investment operations                   2.06           2.93         (0.21 )        1.16            0.11

LESS DISTRIBUTIONS
  Dividends from net investment income                  -              -         (0.04 )       (0.11 )         (0.08)
  Distributions in excess of net investment
     income                                             -              -             -             -               -
  Distributions from capital gains                  (0.50)         (1.79 )       (0.13 )           -               -
  Distributions in excess of capital gains              -              -             -             -               -
  Total distributions                               (0.50)         (1.79 )       (0.17 )       (0.11 )         (0.08)

NET ASSET VALUE, END OF PERIOD                    $ 17.58        $ 16.02       $ 14.88       $ 15.26        $  14.21

Total Return                                        13.17%         20.18 %       (1.37 %)       8.21%           0.78%

Ratios/Supplemental Data

Net assets, end of period
  (in thousands)                                  $30,044        $29,582       $21,181       $31,360        $ 20,864

Ratio of expenses to average net assets              1.44%(a)       1.87 %        1.70 %        1.49%           1.14%(a)

Ratio of expenses to average net asset
  excluding waiver                                   1.44%(a)       1.87 %        1.70 %        1.59%           1.43%(a)

Ratio of net investment income (loss) to
  average net assets                                 0.46%(a)       0.27 %        0.53 %        0.96%           1.54%(a)

Portfolio turnover rate                                45%           157 %         149 %         192%             61%

Average commission rate on portfolio
  transactions                                    $0.0694              -             -             -               -
</TABLE>

                                       66

<PAGE>

MENTOR FUNDS
FINANCIAL HIGHLIGHTS
CLASS A SHARES  (continued)

<TABLE>
<CAPTION>                                             Mentor Strategy Portfolio              Mentor Income and Growth Portfolio
                                                  Six Months                         Six Months
                                                     Ended              Period        Ended       Year        Year         Year
                                                    3/31/96             Ended        3/31/96      Ended       Ended       Ended
                                                  (Unaudited)          9/30/95*    (Unaudited)   9/30/95     9/30/94    9/30/93(b)
<S>                                               <C>                  <C>         <C>           <C>         <C>        <C>

PER SHARE OPERATING PERFORMANCE

NET ASSET VALUE, BEGINNING OF PERIOD                $ 15.24            $  13.45    $ 17.13       $ 15.27     $ 14.88      $14.14
INCOME FROM INVESTMENT OPERATIONS
  Net investment income (loss)                         0.01                   -       0.18          0.40        0.31        0.09
  Net realized and unrealized gain (loss) on
     investments                                       1.56                1.79       1.67          2.14        0.64        0.73

  Total from investment operations                     1.57                1.79       1.85          2.54        0.95        0.82

LESS DISTRIBUTIONS
  Dividends from net investment income                    -                   -      (0.17)        (0.40)      (0.30)      (0.08)
  Distributions in excess of net investment
     income                                               -                   -          -         (0.03)          -           -
  Distributions from capital gains                    (0.02)                  -      (0.74)        (0.25)      (0.26)          -
  Distributions in excess of capital gains                -                   -          -             -           -           -
  Total distributions                                 (0.02)                  -      (0.91)        (0.68)      (0.56)      (0.08)

NET ASSET VALUE, END OF PERIOD                      $ 16.79            $  15.24    $ 18.07       $ 17.13     $ 15.27      $14.88

Total Return                                          10.32%              13.31%     11.28%        17.24%       6.54%       5.54%

Ratios/Supplemental Data

Net assets, end of period
  (in thousands)                                    $13,802             $ 10,503   $22,270       $19,888     $17,773      $9,849

Ratio of expenses to average net assets                1.47%(a)            1.65%(a)   1.37%(a)      1.69%       1.75%       1.56%(a)

Ratio of expenses to average net asset
  excluding waiver                                     1.47%(a)            1.65%(a)   1.37%(a)      1.69%       1.75%       1.94%(a)

Ratio of net investment income (loss) to
  average net assets                                   0.14%(a)           (0.06%)(a)  2.07%(a)      2.53%       2.20%       2.35%(a)

Portfolio turnover rate                                  43%                122%        41%           62%         78%         13%

Average commission rate on portfolio
  transactions                                      $0.0686                   -    $0.0513             -           -           -

</TABLE>


*   For the period from June 5, 1995 to September 30, 1995.
**  Reflects operations for the period from April 29, 1992 (commencement of
    operations), to September 30, 1992.
(a) Annualized.
(b) Reflects operations for the period from May 21, 1993 (commencement of
    operations), to September 30, 1993.

SEE NOTES TO FINANCIAL STATEMENTS.

                                       67

<PAGE>


MENTOR FUNDS
FINANCIAL HIGHLIGHTS
CLASS A SHARES

<TABLE>
<CAPTION>
                                                Six Months         Mentor Municipal Income Portfolio
                                                   Ended           Year          Year          Year           Year
                                                  3/31/96         Ended         Ended         Ended          Ended
                                                (Unaudited)      9/30/95       9/30/94       9/30/93       9/30/92**
<S>                                             <C>              <C>           <C>           <C>        <C>

PER SHARE OPERATING PERFORMANCE

NET ASSET VALUE, BEGINNING OF PERIOD              $ 14.92        $ 14.42       $ 16.05       $ 14.76        $  14.29
INCOME FROM INVESTMENT OPERATIONS
  Net investment income                              0.41           0.81          0.82          0.92            0.32
  Net realized and unrealized gain (loss) on
     investments                                     0.04           0.51         (1.54 )        1.32            0.47

  Total from investment operations                   0.45           1.32         (0.72 )        2.24            0.79

LESS DISTRIBUTIONS
  Dividends from net investment income              (0.41)         (0.82 )       (0.81 )       (0.92 )         (0.32)
  Distributions in excess of net investment
     income                                             -              -             -         (0.03 )             -
  Distributions from capital gains                      -              -         (0.10 )           -               -
  Distributions in excess of capital gains              -              -             -             -               -
  Total distributions                               (0.41)         (0.82 )       (0.91 )       (0.95 )         (0.32)

NET ASSET VALUE, END OF PERIOD                    $ 14.96        $ 14.92       $ 14.42       $ 16.05        $  14.76

Total Return                                         3.03%          9.46 %       (4.83 %)      16.00%           5.34%

Ratios/Supplemental Data

Net assets, end of period
  (in thousands)                                  $19,951        $20,460       $25,056       $29,245        $ 18,801

Ratio of expenses to average net assets              1.21%(a)       1.43 %        1.24 %        0.71%           0.00%(a)

Ratio of expenses to average net asset
  excluding waiver                                   1.21%(a)       1.43 %        1.33 %        1.39%           1.26%(a)

Ratio of net investment income to average net
  assets                                             5.48%(a)       5.56 %        5.43 %        5.92%           6.21%(a)

Portfolio turnover rate                                 8%            43 %          87 %          88%              0%

Average commission rate on portfolio
  transactions                                          -              -             -             -               -

</TABLE>

                                       68

<PAGE>

MENTOR FUNDS
FINANCIAL HIGHLIGHTS
CLASS A SHARES (continued)

<TABLE>
<CAPTION>

                                                                                                             Mentor
                                                                                                          Short-Duration
                                                    Mentor Quality Income Portfolio                      Income Portfolio
                                            Six Months                                                      Six Months
                                               Ended        Year         Year         Year       Year        Ended        Period
                                              3/31/96      Ended        Ended        Ended      Ended       3/31/96        Ended
                                            (Unaudited)   9/30/95      9/30/94      9/30/93    9/30/92**   (Unaudited)    9/30/95*
<S>                                        <C>           <C>          <C>          <C>        <C>          <C>           <C>

PER SHARE OPERATING PERFORMANCE

NET ASSET VALUE, BEGINNING OF PERIOD       $ 13.29       $ 12.75      $  14.04     $ 14.39    $  14.30     $ 12.68       $ 12.74
INCOME FROM INVESTMENT OPERATIONS
  Net investment income                       0.45          0.84          0.84        1.06        0.44        0.42          0.22
  Net realized and unrealized gain (loss)
    on investments                           (0.14)         0.61         (1.30)      (0.31 )      0.09       (0.05)        (0.03)

  Total from investment operations            0.31          1.45         (0.46)       0.75        0.53        0.37          0.19

LESS DISTRIBUTIONS
  Dividends from net investment income       (0.45)        (0.85 )       (0.83)      (1.06 )     (0.44)      (0.39)        (0.22)
  Distributions in excess of net investment
     income                                      -         (0.06 )           -       (0.04 )         -           -         (0.03)
  Distributions from capital gains               -             -             -           -           -           -             -
  Distributions in excess of capital gains       -             -             -           -           -           -             -
  Total distributions                        (0.45)        (0.91 )       (0.83)      (1.10 )     (0.44)      (0.39)        (0.25)

NET ASSET VALUE, END OF PERIOD             $ 13.15       $ 13.29      $  12.75     $ 14.04    $  14.39     $ 12.66       $ 12.68

Total Return                                  2.30%        11.82 %       (3.39)%      5.41%       3.37%       2.98%         1.51%

Ratios/Supplemental Data

Net assets, end of period
  (in thousands)                          $ 23,242       $24,472       $30,142     $47,780    $ 36,740     $ 3,457       $ 1,002

Ratio of expenses to average net assets       1.07%(a)      1.32%         1.38%       1.04%       0.36%(a)    0.86%(a)      0.71%(a)

Ratio of expenses to average net asset
  excluding waiver                            1.15%(a)      1.36%         1.39%       1.22%       1.21%(a)    1.34%(a)      1.00%(a)

Ratio of net investment income to average
 net assets                                   6.67%(a)      6.73%         6.33%       7.31%       8.00%(a)    5.77%(a)      4.10%(a)

Portfolio turnover rate                        137%          368%          455%        102%          9%        143%          126%

Average commission rate on portfolio
  transactions                                   -             -              -           -           -           -             -

</TABLE>

 * For the period from June 5, 1995 to September 30, 1995.
** Reflects operations for the period from April 29, 1992 (commencement of
   operations), to September 30, 1992.
(a) Annualized.

SEE NOTES TO FINANCIAL STATEMENTS.

                                       69

<PAGE>



MENTOR FUNDS
FINANCIAL HIGHLIGHTS
CLASS B SHARES

<TABLE>
<CAPTION>
                                                                                Mentor Growth Portfolio
                                           Six Months
                                              Ended          Year        Year         Year         Year          Year
                                             3/31/96        Ended       Ended        Ended        Ended          Ended
                                           (Unaudited)     9/30/95*    12/31/94     12/31/93     12/31/92      12/31/91
<S>                                        <C>             <C>         <C>          <C>          <C>          <C>

PER SHARE OPERATING PERFORMANCE

NET ASSET VALUE, BEGINNING OF PERIOD        $   16.05      $  12.15    $  13.78     $  12.81     $  12.16      $    8.37
INCOME FROM INVESTMENT OPERATIONS
  Net investment income (loss)                  (0.07)        (0.13)      (0.15)       (0.08)       (0.06)         (0.09)
  Net realized and unrealized gain
     (loss) on investments                       2.16          4.03       (0.47)        2.07         1.94           4.30

  Total from investment operations               2.09          3.90       (0.62)        1.99         1.88           4.21

LESS DISTRIBUTIONS
  Dividends from net investment income              -             -           -            -            -              -
  Distributions in excess of net
     investment income                              -             -           -            -            -              -
  Distributions from capital gains              (1.74)            -       (1.00)       (1.02)       (1.23)         (0.42)
  Distributions in excess of capital
     gains                                          -             -       (0.01)           -            -              -
Total distributions                             (1.74)            -       (1.01)       (1.02)       (1.23)         (0.42)

NET ASSET VALUE, END OF PERIOD              $   16.40      $  16.05    $  12.15     $  13.78     $  12.81      $   12.16

Total Return                                    14.93%        32.10%      (4.48%)      15.60%       15.46%         50.30%

Ratios/Supplemental Data

Net assets, end of period (in
  thousands)                                $ 303,379      $246,326     190,126     $186,978     $136,053      $ 108,719

Ratio of expenses to average net assets          2.05%(a)      2.08%(a)    2.01%        2.02%        2.05%          2.17%

Ratio of expenses to average net asset
  excluding waiver                               2.05%(a)      2.08%(a)    2.01%        2.02%        2.05%          2.17%

Ratio of net investment income (loss)
  to average net assets                         (1.01%)(a)    (1.20%)(a)  (1.20%)      (1.12%)      (0.76%)        (0.80%)

Portfolio turnover rate                            51%           70%         77%          64%          50%            40%

Average commission rate on portfolio
  transactions                              $  0.0549             -           -            -            -              -
</TABLE>

                                       70
<PAGE>




MENTOR FUNDS
FINANCIAL HIGHLIGHTS
CLASS B SHARES (continued)

<TABLE>
<CAPTION>

                                               Mentor Perpetual Global Portfolio
                                            Six Months
                                               Ended         Year          Year
                                              3/31/96        Ended         Ended
                                            (Unaudited)     9/30/95     9/30/94(c)
<S>                                         <C>             <C>         <C>

PER SHARE OPERATING PERFORMANCE

NET ASSET VALUE, BEGINNING OF PERIOD          $ 15.67       $ 14.15       $ 14.18
INCOME FROM INVESTMENT OPERATIONS
  Net investment income (loss)                  (0.04)        (0.05)        (0.04)
  Net realized and unrealized gain
     (loss) on investments                       1.75          1.57          0.01

  Total from investment operations               1.71          1.52         (0.03)

LESS DISTRIBUTIONS
  Dividends from net investment income              -             -             -
  Distributions in excess of net
     investment income                              -             -             -
  Distributions from capital gains              (0.80)            -             -
  Distributions in excess of capital
     gains                                          -             -             -
Total distributions                             (0.80)            -             -

NET ASSET VALUE, END OF PERIOD                $ 16.58       $ 15.67       $ 14.15

Total Return                                    11.47%        10.74%        (0.21%)

Ratios/Supplemental Data

Net assets, end of period (in
  thousands)                                  $23,509       $12,667       $ 7,987

Ratio of expenses to average net assets          2.73%(a)      2.72%         2.79%(a)

Ratio of expenses to average net asset
  excluding waiver                               2.73%(a)      2.79%         3.93%(a)

Ratio of net investment income (loss)
  to average net assets                         (1.24%)(a)    (0.40%)       (0.82%)(a)

Portfolio turnover rate                            70%          155%            2%

Average commission rate on portfolio
  transactions                                $0.0306             -             -
</TABLE>

                                       71

<PAGE>


MENTOR FUNDS
FINANCIAL HIGHLIGHTS
CLASS B SHARES (continued)

<TABLE>
<CAPTION>

                                                                    Mentor Capital Growth Portfolio
                                                Six Months
                                                   Ended         Year        Year        Year              Year
                                                  3/31/96        Ended       Ended       Ended            Ended
                                                (Unaudited)     9/30/95     9/30/94     9/30/93         9/30/92**
<S>                                             <C>             <C>         <C>         <C>        <C>

PER SHARE OPERATING PERFORMANCE

NET ASSET VALUE, BEGINNING OF PERIOD              $ 15.79       $ 14.80     $ 15.23     $ 14.22          $  14.18
INCOME FROM INVESTMENT OPERATIONS
  Net investment income (loss)                      (0.02)         0.25       (0.04)       0.05              0.46
  Net realized and unrealized gain
     (loss) on investments                           1.98          2.53       (0.26)       1.02              0.04

  Total from investment operations                   1.96          2.78       (0.30)       1.07              0.50

LESS DISTRIBUTIONS
  Dividends from net investment income                  -             -           -       (0.05)            (0.46)
  Distributions in excess of net
     investment income                                  -             -           -       (0.01)                -
  Distributions from capital gains                  (0.50)        (1.79)      (0.13)          -                 -
  Distributions in excess of capital
     gains                                              -             -           -           -                 -
Total distributions                                 (0.50)        (1.79)      (0.13)      (0.06)            (0.46)

NET ASSET VALUE, END OF PERIOD                    $ 17.25       $ 15.79     $ 14.80     $ 15.23          $  14.22

Total Return                                        12.72%        19.26%      (2.00%)      7.52%             0.61%

Ratios/Supplemental Data

Net assets, end of period (in
  thousands)                                      $61,442       $57,648     $41,106     $57,030          $ 25,468

Ratio of expenses to average net assets              2.19%(a)      2.56%       2.46%       2.24%             1.86%(a)

Ratio of expenses to average net asset
  excluding waiver                                   2.19%(a)      2.56%       2.46%       2.34%             2.16%(a)

Ratio of net investment income (loss)
  to average net assets                             (0.29%)(a)    (0.41%)     (0.22%)      0.21%             0.83%(a)

Portfolio turnover rate                                45%          157%        149%        192%               61%

Average commission rate on portfolio
  transactions                                    $0.0693             -           -           -                 -
</TABLE>

*   For the period from January 1, 1995 to September 30, 1995.
**  Reflects operations for the period from April 29, 1992 (commencement of
    operations), to September 30, 1992.
(a) Annualized.
(c) Reflects operations for the period from March 30, 1994 (commencement of
    operations), to September 30, 1994.

SEE NOTES TO FINANCIAL STATEMENTS.

                                       71

<PAGE>

MENTOR FUNDS
FINANCIAL HIGHLIGHTS
CLASS B SHARES

<TABLE>
<CAPTION>
                                                              Mentor Strategy Portfolio

                                          Six Months
                                             Ended          Period           Year               Year
                                            3/31/96          Ended           Ended              Ended
                                          (Unaudited)      9/30/95*         9/30/94          9/30/93***
<S>                                       <C>             <C>             <C>             <C>

PER SHARE OPERATING PERFORMANCE

NET ASSET VALUE, BEGINNING OF PERIOD       $   15.21       $   12.24       $   12.70          $   12.50
INCOME FROM INVESTMENT OPERATIONS
  Net investment income (loss)                 (0.05)              -           (0.06)                 -
  Net realized and unrealized gain (loss)
     on investments                             1.55            2.97           (0.40)              0.20

  Total from investment operations              1.50            2.97           (0.46)              0.20

LESS DISTRIBUTIONS
  Dividends from net investment income             -               -               -                  -
  Distributions in excess of net
     investment income                             -               -               -                  -
  Distributions from capital gains             (0.02)              -               -                  -
  Distributions in excess of capital gains          -              -               -                  -

  Total distributions                          (0.02)              -               -                  -

NET ASSET VALUE, END OF PERIOD             $   16.69       $   15.21       $   12.24          $   12.70

Total Return                                    9.88%          24.26%          (3.61%)             1.60%

Ratios/Supplemental Data

Net assets, end of period (in thousands)   $ 257,207       $ 224,643       $ 179,274          $ 122,177

Ratio of expenses to average net assets         2.21%(a)        2.08%(a)        2.19%              2.06%(a)

Ratio of expenses to average net asset
  excluding waiver                              2.21%(a)        2.08%(a)        2.19%              2.06%(a)

Ratio of net investment income (loss) to
  average net assets                           (0.60%)(a)       0.25%(a)       (0.54%)             0.08%(a)

Portfolio turnover rate                           43%            122%            143%                 0%

Average commission rate on portfolio
  transactions                             $  0.0686               -               -                  -

</TABLE>

                                       72
<PAGE>


MENTOR FUNDS
FINANCIAL HIGHLIGHTS
CLASS B SHARES (continued)

<TABLE>
<CAPTION>
                                                         Mentor Income and Growth Portfolio

                                           Six Months
                                              Ended           Year            Year             Year
                                             3/31/96          Ended           Ended            Ended
                                           (Unaudited)       9/30/95         9/30/94         9/30/93(b)
<S>                                        <C>             <C>             <C>             <C>

PER SHARE OPERATING PERFORMANCE

NET ASSET VALUE, BEGINNING OF PERIOD         $ 17.14         $ 15.28         $ 14.91          $  14.14
INCOME FROM INVESTMENT OPERATIONS
  Net investment income (loss)                  0.11            0.28            0.21              0.05
  Net realized and unrealized gain (loss)
     on investments                             1.68            2.14            0.61              0.77

  Total from investment operations              1.79            2.42            0.82              0.82

LESS DISTRIBUTIONS
  Dividends from net investment income         (0.11)          (0.28)          (0.19)            (0.05)
  Distributions in excess of net
     investment income                             -           (0.03)              -                 -
  Distributions from capital gains             (0.74)          (0.25)          (0.26)                -
  Distributions in excess of capital gains         -               -               -                 -

  Total distributions                          (0.85)          (0.56)          (0.45)            (0.05)

NET ASSET VALUE, END OF PERIOD               $ 18.08         $ 17.14         $ 15.28          $  14.91

Total Return                                   10.89%          16.32%           5.66%             5.54%

Ratios/Supplemental Data

Net assets, end of period (in thousands)     $55,179         $46,678         $43,219          $ 18,127

Ratio of expenses to average net assets         2.10%(a)        2.43%           2.44%             2.31%(a)

Ratio of expenses to average net asset
  excluding waiver                              2.10%(a)        2.43%           2.44%             2.69%(a)

Ratio of net investment income (loss) to
  average net assets                            1.33%(a)        1.78%           1.15%             1.60%(a)

Portfolio turnover rate                           41%             62%             78%               13%

Average commission rate on portfolio
  transactions                               $0.0513               -               -                 -

</TABLE>

                                       73

<PAGE>


MENTOR FUNDS
FINANCIAL HIGHLIGHTS
CLASS B SHARES (continued)

<TABLE>
<CAPTION>
                                                            Mentor Municipal Income Portfolio

                                                Six Months
                                                  Ended         Year       Year      Year       Year
                                                 3/31/96        Ended     Ended     Ended       Ended
                                               (Unaudited)     9/30/95   9/30/94   9/30/93    9/30/92**
<S>                                           <C>              <C>       <C>       <C>     <C>

PER SHARE OPERATING PERFORMANCE

NET ASSET VALUE, BEGINNING OF PERIOD             $  14.95      $ 14.43   $ 16.06   $ 14.78     $  14.29
INCOME FROM INVESTMENT OPERATIONS
  Net investment income (loss)                       0.38         0.74      0.74      0.82         0.29
  Net realized and unrealized gain (loss)
     on investments                                  0.03         0.52     (1.54)     1.32         0.49

  Total from investment operations                   0.41         1.26     (0.80)     2.14         0.78

LESS DISTRIBUTIONS
  Dividends from net investment income              (0.38)       (0.74)    (0.73)    (0.82)       (0.29)
  Distributions in excess of net
     investment income                                  -            -         -     (0.04)           -
  Distributions from capital gains                      -            -     (0.10)        -            -
  Distributions in excess of capital gains              -            -         -         -            -

  Total distributions                               (0.38)       (0.74)    (0.83)    (0.86)       (0.29)

NET ASSET VALUE, END OF PERIOD                   $  14.98      $ 14.95   $ 14.43   $ 16.06     $  14.78

Total Return                                         2.72%        9.01%    (5.34%)   15.27%        5.28%

Ratios/Supplemental Data

Net assets, end of period (in thousands)         $ 37,109      $39,493   $46,157   $50,976      $24,265

Ratio of expenses to average net assets              1.71%(a)     1.92%     1.74%     1.21%        0.50%(a)

Ratio of expenses to average net asset
  excluding waiver                                   1.71%(a)     1.92%     1.86%     1.89%        1.76%(a)

Ratio of net investment income (loss) to
  average net assets                                 4.98%(a)     5.07%     4.93%     5.42%        5.80%(a)

Portfolio turnover rate                                 8%          43%       87%       88%           0%

Average commission rate on portfolio
  transactions                                          -            -         -         -             -

</TABLE>


*   For the period from January 1, 1995 to September 30, 1995.
**  Reflects operations for the period from April 29, 1992 (commencement of
    operations), to September 30, 1992.
*** Reflects operations for the period of October 29, 1993 (commencement of
    operations), to December 31, 1994.
(a) Annualized.
(b) Reflects operations for the period from May 21, 1993 (commencement of
    operations), to September 30, 1993.

SEE NOTES TO FINANCIAL STATEMENTS.

                                       73

<PAGE>


MENTOR FUNDS
FINANCIAL HIGHLIGHTS
CLASS B SHARES

<TABLE>
<CAPTION>
                                                               Mentor Quality Income Portfolio
                                             Six Months
                                                Ended         Year        Year         Year               Year
                                               3/31/96        Ended       Ended       Ended              Ended
                                             (Unaudited)     9/30/95     9/30/94     9/30/93           9/30/92**
<S>                                          <C>             <C>         <C>         <C>         <C>

PER SHARE OPERATING PERFORMANCE

NET ASSET VALUE, BEGINNING OF PERIOD           $ 13.31       $ 12.76     $ 14.06     $  14.40           $  14.30
INCOME FROM INVESTMENT OPERATIONS
  Net investment income                           0.41          0.79        0.82         0.99               0.41
  Net realized and unrealized gain (loss)
     on investments                              (0.14)         0.61       (1.37)       (0.31)              0.10

Total from investment operations                  0.27          1.40       (0.55)        0.68               0.51

LESS DISTRIBUTIONS
  Dividends from net investment income           (0.41)        (0.79)      (0.75)       (0.99)             (0.41)
  Distributions in excess of net
     investment income                               -         (0.06)          -        (0.03)                 -
  Distributions from capital gains                   -             -           -            -                  -
  Distributions in excess of capital gains           -             -           -            -                  -
  Total distributions                            (0.41)        (0.85)      (0.75)       (1.02)             (0.41)

NET ASSET VALUE, END OF PERIOD                 $ 13.17       $ 13.31     $ 12.76     $  14.06           $  14.40

Total Return                                     (2.02%)       11.33%      (3.97%)       4.86%              3.24%

Ratios/Supplemental Data

Net assets, end of period (in thousands)       $58,785       $62,155     $77,888     $127,346           $ 65,661

Ratio of expenses to average net assets           1.58%(a)      1.74%       1.88%        1.54%              0.83%(a)

Ratio of expenses to average net asset
  excluding waiver                                1.69%(a)      1.79%       1.90%        1.72%              1.67%(a)

Ratio of net investment income to average
  net assets                                      6.18%(a)      6.24%       6.21%        6.81%              7.53%(a)

Portfolio turnover rate                            137%          368%        455%         102%                 9%

Average commission rate on portfolio
  transactions                                       -             -           -            -                  -
</TABLE>

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

(a) Annualized.

SEE NOTES TO FINANCIAL STATEMENTS.

                                       74

<PAGE>

MENTOR FUNDS
FINANCIAL HIGHLIGHTS
CLASS B SHARES

<TABLE>
<CAPTION>
                                                                    Mentor Short-Duration Income Portfolio
                                                               Six Months
                                                                  Ended          Period              Year
                                                                 3/31/96         Ended              Ended
                                                               (Unaudited)      9/30/95*          9/30/94(d)
<S>                                                            <C>              <C>           <C>
PER SHARE OPERATING PERFORMANCE

NET ASSET VALUE, BEGINNING OF PERIOD                             $ 12.67        $ 12.18            $  12.50
INCOME FROM INVESTMENT OPERATIONS
  Net investment income                                             0.36           0.59                0.41
  Net realized and unrealized gain (loss) on investments           (0.02)          0.52               (0.29)
Total from Investment Operations                                    0.34           1.11                0.12

LESS DISTRIBUTIONS
  Dividends from net investment income                             (0.37)         (0.59 )             (0.41)
  Distributions in excess of net investment income                     -          (0.03 )             (0.03)
  Distributions from capital gains                                     -              -                   -
  Distributions in excess of capital gains                             -              -                   -
  Total distributions                                              (0.37)         (0.62 )             (0.44)
NET ASSET VALUE, END OF PERIOD                                   $ 12.64        $ 12.67            $  12.18
Total Return                                                        2.75%          9.22%               0.95%
Ratios/Supplemental Data
Net assets, end of period (in thousands)                         $25,273        $19,871            $ 17,144

Ratio of expenses to average net assets                             1.16%(a)       1.20%(a)            1.29%(a)

Ratio of expenses to average net asset excluding waiver             1.64%(a)       1.70%(a)            1.29%(a)

Ratio of net investment income to average net assets                5.58%(a)       5.04%(a)            4.90%(a)

Portfolio turnover rate                                              143%           126%                166%

Average commission rate on portfolio transactions                      -              -                   -
</TABLE>

*  For the period from January 1, 1995 to September 30, 1995.

(a) Annualized.

(d) Reflects operations for the period from April 29, 1994 (commencement of
    operations), to December 31, 1994.

SEE NOTES TO FINANCIAL STATEMENTS.

                                       75

<PAGE>

MENTOR FUNDS
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1996 (UNAUDITED)

NOTE 1: ORGANIZATION
Mentor Funds (formerly Cambridge Series 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 Mentor Funds
("Mentor Funds"). On April 12, 1995 the portfolios of Mentor Series Trust were
merged into newly formed portfolios of Mentor. Mentor Funds consists of nine
separate Portfolios (hereinafter each individually referred to as a "Portfolio"
or collectively as the "Portfolios") at March 31, 1996, as follows:

     Mentor Growth Portfolio (formerly
        Mentor Growth Fund)
        ("Growth Portfolio")
     Mentor Perpetual Global Portfolio
        (formerly Cambridge Global Portfolio)
        ("Global Portfolio")
     Mentor Capital Growth Portfolio
        (formerly Cambridge Capital Growth
        Portfolio)
        ("Capital Growth Portfolio")
     Mentor Strategy Portfolio (formerly
        Mentor Strategy Fund)
        ("Strategy Portfolio")
     Mentor Income and Growth Portfolio
        (formerly Cambridge Income
        and Growth Portfolio)
        ("Income and Growth Portfolio")
     Mentor Municipal Income Portfolio
        (formerly Cambridge Municipal
        Income Portfolio)
        ("Municipal Income Portfolio")
     Mentor Quality Income Portfolio
        (formerly Cambridge Government Income Portfolio)
        ("Quality Income Portfolio")
     Mentor Short-Duration Income Portfolio (formerly Mentor Short-Duration
      Income Fund) ("Short-Duration Income Portfolio")
     Mentor Balanced Portfolio (formerly
        Mentor Balanced Fund)
        ("Balanced Portfolio")

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

The Balanced Portfolio is not currently being offered to new investors. These
financial statements do not include the Balanced Portfolio.

Mentor Funds currently issues two classes of shares. Class A shares are sold
subject to a maximum sales charge of 5.75% (4.75% for Quality Income Portfolio
and Municipal Income Portfolio and 1% for Short-Duration Income Portfolio)
payable at the time of purchase. Class B shares are sold subject to a contingent
deferred sales charge payable upon redemption which decreases depending on when
shares were purchased and how long they have been held.

                                       76

<PAGE>
MENTOR FUNDS
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies consistently
followed by the Portfolios in the preparation of their financial statements. The
policies are in conformity with generally accepted accounting principles which
required management to make estimates and assumptions that affect amounts
reported therein. Although actual results could differ from these estimates, any
such differences are expected to be immaterial to the net assets of the
Portfolio.

(a) Valuation of Securities

Listed securities held by the Growth Portfolio, Capital Growth Portfolio,
Strategy Portfolio, Income and Growth Portfolio and Global Portfolio traded on
national stock exchanges and over-the-counter securities quoted on the NASDAQ
National Market System are valued at the last reported sales price or, lacking
any sales, at the last available bid price. In cases where securities are traded
on more than one exchange, the securities are valued on the exchange designated
by the Board of Trustees of the Portfolios as the primary market. Securities
traded in the over-the-counter market, other than those quoted on the NASDAQ
National Market System, are valued at the last available bid price. Short-term
investments with remaining maturities of 60 days or less are carried at
amortized cost, which approximates market value. Securities for which market
quotations are not readily available are valued at fair value as determined in
good faith under procedures established by and under the general supervision and
responsibility of the Board of Trustees.

U.S. Government obligations held by the Quality Income Portfolio, Short-Duration
Income Portfolio and 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. Listed corporate bonds, other fixed income securities, mortgage backed
securities, mortgage related, asset-backed and other related securities are
valued at the prices provided by an independent pricing service. Security
valuations not available from an independent pricing service are provided by
dealers approved by the Portfolio's Board of Trustees. In determining value, the
pricing services use information with respect to transactions in such
securities, market transactions in comparable securities, various relationships
between securities, and yield to maturity.

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,

                                       77

<PAGE>
MENTOR FUNDS
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

and any other factors or market data it deems relevant in determining valuations
for normal institutional size trading units of debt securities. The pricing
service 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.

Foreign currency amounts are translated into United States dollars as follows:
market value of investments, assets and liabilities at the daily rate of
exchange, purchases and sales of investment, income and expenses at the rate of
exchange prevailing on the respective dates of such transactions. Net unrealized
foreign exchange gains/losses are a component of unrealized
appreciation/depreciation of investments.

(b) Repurchase Agreements

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

(c) Borrowings

Each of the Portfolios (except for Growth Portfolio, Strategy Portfolio and
Municipal Income Portfolio) may, under certain circumstances, borrow money
directly or through dollar-roll and 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). Each Portfolio may borrow up to
one-third of the value of its net assets.

The average daily balance of reverse repurchase agreements outstanding for
Short-Duration Income Portfolio during the six months ended March 31, 1996, was
approximately $1,321,190 or $0.63 per share based on average shares outstanding
during the period at a

                                       78

<PAGE>
MENTOR FUNDS
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

weighted average rate of 5.54%. The maximum amount of borrowings outstanding for
any day during the period was $8,001,222 (including accrued interest), as of
February 29, 1996, at an interest rate of 5.50% and was 22.32% of total assets.

(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 Income Taxes

No provision for federal income taxes has been made since it is each Portfolio's
policy to comply with the provisions applicable to regulated investment
companies under the Internal Revenue Code and to distribute to its shareholders
within the 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.

At September 30, 1995, Quality Income Portfolio for federal tax purposes, had a
capital loss carryforward of approximately $11,750,000. Pursuant to the Code,
such capital loss carryforwards expire as follows: $820,000 in 2001 and
$3,680,000 in 2002 and $7,250,000 in 2003.

At September 30, 1995, Short-Duration Income Portfolio for federal tax purposes,
had a capital loss carryforward of approximately $35,000. Pursuant to the
Internal Revenue Code, such capital loss carryforward will expire in 2003.

At September 30, 1995, Municipal Income Portfolio for federal tax purposes, had
a capital loss carryforward of approximately

                                       79

<PAGE>
MENTOR FUNDS
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

$895,000. Pursuant to the Internal Revenue Code, such capital loss carryforward
will expire in 2003.

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) Futures Contracts

In order to gain exposure to or protect against declines in security values,
Quality Income Portfolio, Short-Duration 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 portfolios 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, 1996, Quality Income
Portfolio and Municipal Income Portfolio had realized losses of $421,502, and
$262,489 respectively on closed futures contracts.

                                       80

<PAGE>
MENTOR FUNDS
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

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, 1996, the Quality Income Portfolio had open
U.S. Treasury Note futures contracts with an aggregate notional value of
$15,300,000. The Portfolio recorded unrealized losses of $390,266 on such
futures contracts.

(h) Options

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

The Portfolios generally purchase put options or write covered call options to
hedge against adverse movements in the value of portfolio holdings. The
Portfolios may also use options for speculative purposes, although they do not
employ options for this at the present time. The Portfolios will segregate
assets to cover their 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 Portfolios 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. For the six months ended
March 31, 1996, Quality Income Portfolio and Short-Duration Income Portfolio had
realized losses of $38,603, and $10,016 respectively on closed options
contracts.

The risk in writing a call option is that the Portfolios give 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.

(i) Residual Interests

A derivative security is any investment that derives its value from an
underlying security,

                                       81

<PAGE>
MENTOR FUNDS
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

asset, or market index. Quality Income Portfolio and Short-Duration Income
Portfolio invest in mortgage security residual interests ("residuals") which are
considered derivative securities. The Portfolios' investment in residuals have
been primarily in securities issued by proprietary mortgage trusts. While these
entities have been highly leveraged, often having indebtedness of up to 95% of
their total value, the Portfolios have not incurred any indebtedness in the
course of making these residual investments; nor have the Portfolios' assets
been pledged to secure the indebtedness of the issuing structure or the
Portfolios' investment in the residuals. In consideration of the risk associated
with investment in residual securities, it is the Portfolios' policy to limit
their exposure at the time of purchase to no more than 20% of their total
assets. The Portfolios will continue to invest in residual securities because,
in the opinion of the Investment Manager, these investments can play a key role
in fulfilling the Portfolios' objective of achieving high monthly income through
providing a means of economic leverage.

(j) Deferred Expenses

Costs incurred by the Portfolios in connection with their initial share
registration and organization costs were deferred by the Portfolios and are
being amortized on a straight-line basis over a five-year period.

(k) Distributions

Income distributions and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted accounting
principles. These differences are primarily due to differing treatments for net
operating losses and deferral of wash sales.

NOTE 3: DIVIDENDS
Dividends will be declared daily and paid monthly to all shareholders invested
in Quality Income Portfolio, Short-Duration Income Portfolio and Municipal
Income Portfolio on the record date. Dividends are declared and paid
semi-annually to all shareholders invested in Capital Growth Portfolio on the
record date, dividends are declared and paid annually to all shareholders
invested in the Growth Portfolio, Strategy Portfolio and Global Portfolio on the
record date, and dividends are declared and paid quarterly to all shareholders
invested in 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 Mentor. Capital gains
realized by each Portfolio, if any, are paid annually.

                                       82

<PAGE>
MENTOR FUNDS
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

NOTE 4: INVESTMENT ADVISORY AND MANAGEMENT AND ADMINISTRATION AGREEMENTS
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: Capital Growth Portfolio,
0.80%; Quality Income Portfolio, 0.60%; Municipal Income Portfolio, 0.60%; and
Income and Growth Portfolio, 0.75%.

The Investment Adviser pays the sub-adviser to Municipal Income Portfolio an
annual fee of 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, 0.275% on the next $150 million in assets, 0.225% on the next $300
million in assets, and 0.200% on assets over $500 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 waive
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.

The Growth Portfolio has entered into an Investment Advisory and Management
Agreement with Charter Asset Management, Inc. ("Charter"), a wholly-owned
subsidiary of Mentor Investment Group, Inc., (formerly Investment Management
Group, Inc.) ("Mentor") which is a wholly-owned subsidiary of Wheat First
Butcher Singer, Inc. Under this agreement, Charter's management fee is accrued
daily and paid monthly at an annual rate of 0.70% applied to the average daily
net assets of the Portfolio.

The Strategy Portfolio has entered into an Investment Advisory Agreement with
Wellesley Advisors, Inc. ("Wellesley"), a wholly-owned subsidiary of Mentor.
Under this agreement, Wellesley's management fee is accrued daily and paid
monthly at an annual rate of 0.85% applied to the average daily net assets of
the Portfolio.

The Global Portfolio has entered into an Investment Advisory Agreement with
Mentor Perpetual Advisors, L.L.C. ("Mentor Perpetual"). Mentor Perpetual is
owned equally by Mentor and Perpetual plc, a diversified financial services
holding company. Under this agreement, Mentor Perpetual's management fee is
accrued daily and paid monthly at an annual rate of 1.10% applied to the average
daily net assets of the Portfolio.

The Short-Duration Income Portfolio has entered into an Investment Advisory
Agreement with Commonwealth Investment Counsel, Inc. ("Commonwealth"), a
wholly-owned subsidiary of Mentor. Under this agreement, Commonwealth's
management fee is accrued daily

                                       83

<PAGE>
MENTOR FUNDS
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

and paid monthly at an annual rate of 0.50% applied to the average daily net
assets of the Portfolio.

For the six months ended March 31, 1996 the Investment Adviser and sub-advisers,
Charter, Wellesley and Commonwealth earned and voluntarily waived the following
advisory fees:

                           Adviser       Adviser Fee     Sub Adviser
                             Fee         Voluntarily         Fee
      Portfolio             Earned         Waived          Earned
Growth                    $1,001,608             -                -
Global                       129,333             -                -
Capital Growth               351,830             -                -
Strategy                   1,050,443             -                -
Income and Growth            263,827             -        $ 109,237
Municipal Income             178,719             -           89,360
Quality Income               256,275       $42,713                -
Short-Duration Income         61,656        46,729                -


Administrative personnel and services are provided by Mentor, under an
Administration Agreement, at an annual rate of 0.10% of the average daily net
assets of each Portfolio. For the six months ended March 31, 1996, Mentor earned
the following administrative fees:

                                             Administrative
                          Administrative          Fee
                               Fee            Voluntarily
      Portfolio               Earned             Waived
Growth                       $143,087                  -
Global                         11,757                  -
Capital Growth                 43,979                  -
Strategy                      123,582                  -
Income and Growth              35,177                  -
Municipal Income               29,786                  -
Quality Income                 42,713                  -
Short-Duration Income          11,149           $ 11,149


Charter, Wellesley, and Commonwealth have agreed to reimburse the Portfolios for
the operating expenses (exclusive of interest, taxes, brokerage and
distributions fees, and extraordinary expenses) in excess of the most
restrictive expense limitation imposed by state securities commissions with
jurisdiction over the Portfolios. The most stringent state expense limitation
applicable to the Portfolios requires reimbursement of expenses not including
expenses under the Portfolios' Distribution Plan, in any year that such expenses
exceed 2.5% of the

                                       84

<PAGE>
MENTOR FUNDS
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

first $30,000,000 of average daily net assets, 2% of the next $70,000,000 of
average daily net assets, and 1.5% of the average daily net assets over
$100,000,000. During the six months ended March 31, 1996, no reimbursement from
Charter, Wellesley or Commonwealth was required as a result of such state
expense limitations.

NOTE 5: DISTRIBUTION AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES
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. Under a
Distribution Agreement between the Portfolios and Mentor Distributors, Inc.
("Mentor Distributors") (formerly, Cambridge Distributors, Inc.) a wholly-owned
subsidiary of Mentor, was appointed distributor of the Portfolios. To compensate
Mentor Distributors for the services it provides and for the expenses it incurs
under the Distribution Agreement, the Portfolios pay a distribution fee, which
is accrued daily and paid monthly at the annual rate of 0.75% of the Portfolios'
average daily net assets for the Growth Portfolio, Capital Growth Portfolio,
Strategy Portfolio, Income and Growth Portfolio and Global Portfolio, 0.50% of
the average daily net assets of the Quality Income Portfolio and Municipal
Income Portfolio, and 0.30% of the average daily net assets for the
Short-Duration Income Portfolio.

Mentor Funds 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.

Presently, the Portfolios' class specific expenses are limited to expenses
incurred by a class of shares pursuant to its respective Distribution Plan. For
the six months ended March 31, 1996, distribution fees and shareholder servicing
fees were as follows:

                                       85

<PAGE>
MENTOR FUNDS
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

                                        Shareholder-Servicing Fees
                            Distribution
  Portfolio                   Fees***      Class A      Class B
Growth                      $987,902       $30,624     $327,093
Global                        60,664         7,853       21,541
Capital Growth               219,956        36,105       73,842
Strategy                     882,532        15,733      293,221
Income and Growth            186,400        25,286       62,656
Municipal Income              97,450        25,987       48,479
Quality Income               153,257        30,207       76,574
Short-Duration Income         33,448         3,709       27,119

NOTE 6: INVESTMENT TRANSACTIONS
Purchases and sales of investments (excluding short-term investments), for the
six months ended March 31, 1996, were as follows:


      Portfolio            Purchases          Sales
Growth                    $143,518,168     $105,353,531
Global                      24,216,755       14,828,086
Capital Growth              37,644,773       40,829,847
Strategy                   117,610,477       89,343,587
Income and Growth           33,407,301       22,887,335
Municipal Income             4,361,813        6,255,057
Quality Income             113,104,626      113,713,712
Short-Duration Income       45,905,812       37,698,262


NOTE 7: UNREALIZED APPRECIATION AND DEPRECIATION OF INVESTMENTS
The cost of investments for federal income tax purposes amounted to
$237,561,456, for the Growth Portfolio, $77,811,240 for the Capital Growth
Portfolio, $209,262,684 for the Strategy Portfolio, $68,449,356 for the Income
and Growth Portfolio, $28,363,696 for the Global Portfolio, $82,420,193 for the
Quality Income Portfolio, $28,908,079 for the Short-Duration Income Portfolio
and $53,736,283 for Municipal Income Portfolio at March 31, 1996. Gross
unrealized appreciation and depreciation of investments at March 31, 1996, based
on such costs were as follows:

                                       86

<PAGE>
MENTOR FUNDS
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

                             Gross            Gross              Net
                           Unrealized       Unrealized        Unrealized
      Portfolio           Appreciation     Depreciation      Appreciation
Growth                    $102,489,437     $(5,062,450)     $ 97,426,987
Global                       3,434,906        (639,020)        2,795,885
Capital Growth              13,628,991        (273,993)       13,354,998
Strategy                    63,276,684      (2,047,285)       61,229,399
Income and Growth           10,175,530      (1,676,830)        8,498,700
Municipal Income             3,512,062        (746,135)        2,765,927
Quality Income                 562,603      (1,068,372)         (505,769)
Short-Duration Income           45,368        (405,552)         (360,184)

NOTE 8: FORWARD CONTRACTS
In connection with portfolio purchases and sales of securities denominated in a
foreign currency, Global Portfolio may enter into forward foreign currency
exchange contracts ("contracts"). Additionally, from time to time 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 Portfolio is subject to the credit risk
that the other party will not complete the obligations of the contract. At March
31, 1996 Global Portfolio had outstanding forward contracts as set forth below.

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

<TABLE>
<CAPTION>
                                                                            Net Unrealized
                                         Contracts          In Exchange     Appreciation/
Settlement Date                      to Deliver/Receive         For         (Depreciation)
<S>              <C>                 <C>                    <C>             <C>
Purchases
  4/2/96          British Pound               86,100         $ 131,410          $  (21)
  4/1/96          Japanese Yen            11,306,346           105,524            (923)
Sales
  4/1/96          Japanese Yen             5,136,710            47,942             268
Net Unrealized Depreciation
  on Forward Contracts                                                          $ (676)
</TABLE>

                                       87

<PAGE>
MENTOR FUNDS
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

NOTE 9: CAPITAL SHARE TRANSACTIONS
The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest. Transactions in Portfolio
shares were as follows:

<TABLE>
<CAPTION>
                                                                       Mentor Growth Portfolio
                                                              Six Months                       Period
                                                            Ended 3/31/96                   Ended 9/30/95
                                                       Shares          Dollar          Shares          Dollar
<S>                                                   <C>           <C>              <C>            <C>
CLASS A*:
Shares sold                                             665,581     $ 10,147,402      1,270,059     $ 19,846,126
Shares issued upon reinvestment of distributions        159,331        2,229,040              -                -
Shares redeemed                                        (370,702)      (5,641,814)        (3,410)         (53,044)
Change in net assets from capital share
  transactions                                          454,210     $  6,734,628      1,266,649     $ 19,793,082

CLASS B**:
Shares sold                                           1,971,825     $ 29,883,780      2,282,441     $ 32,813,557
Shares issued upon reinvestment of distributions      1,885,567       26,284,995              -                -
Shares redeemed                                        (712,949)     (10,923,824)    (2,585,359)     (37,845,400)
Change in net assets from capital share
  transactions                                        3,144,443     $ 45,244,951       (302,918)    $ (5,031,843)
</TABLE>

<TABLE>
<CAPTION>
                                                               Mentor Perpetual Global Portfolio
                                                            Six Months                      Year
                                                           Ended 3/31/96               Ended 9/30/95
                                                      Shares        Dollars        Shares        Dollars
<S>                                                   <C>         <C>             <C>          <C>
CLASS A:
Shares sold                                           110,262     $ 1,801,043      142,470     $ 2,073,646
Shares issued upon reinvestment of distributions       21,809         331,048            -               -
Shares redeemed                                       (55,813)       (899,374)    (335,189)     (4,810,857)
Change in net assets from capital share
  transactions                                         76,258     $ 1,232,717     (192,719)    $(2,737,211)
CLASS B:
Shares sold                                           641,205     $10,291,399      417,981     $ 6,078,915
Shares issued upon reinvestment of distributions       45,012         672,932            -               -
Shares redeemed                                       (76,295)     (1,215,371)    (174,218)     (2,478,417)
Change in net assets from capital share
  transactions                                        609,922     $ 9,748,960      243,763     $ 3,600,498
</TABLE>

                                       88

<PAGE>
MENTOR FUNDS
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

<TABLE>
<CAPTION>
                                                                  Mentor Capital Growth Portfolio
                                                             Six Months                       Year
                                                           Ended 3/31/96                 Ended 9/30/95
                                                       Shares        Dollars        Shares         Dollars
<S>                                                   <C>          <C>             <C>           <C>
CLASS A:
Shares sold                                             82,781     $ 1,373,689       100,226     $    949,902
Shares issued in connection with acquisition of
  Mentor/Cambridge Growth Portfolio~                         -               -       671,791       10,681,477
Shares issued upon reinvestment of distributions        53,223         849,967       125,218        1,954,221
Shares redeemed                                       (273,374)     (4,509,483)     (473,840)      (7,405,251)
Change in net assets from capital share
  transactions                                        (137,370)    $(2,285,827)      423,395     $  6,180,349

CLASS B:
Shares sold                                            256,003     $ 4,175,801       329,014     $  1,869,220
Shares issued in connection with acquisition of
  Mentor/Cambridge Growth Portfolio~                         -               -     1,255,213       19,669,182
Shares issued upon reinvestment of distributions       111,275       1,748,137       256,857        3,961,731
Shares redeemed                                       (456,718)     (7,378,418)     (968,058)     (15,000,398)
Change in net assets from capital share
  transactions                                         (89,440)    $(1,454,480)      873,026     $ 10,499,735
</TABLE>

<TABLE>
<CAPTION>
                                                                      Mentor Strategy Portfolio
                                                              Six Months                       Period
                                                            Ended 3/31/96                   Ended 9/30/95
                                                       Shares          Dollar          Shares          Dollar
<S>                                                   <C>           <C>              <C>            <C>
CLASS A*:
Shares sold                                             245,827     $  3,785,238        690,271     $ 10,122,356
Shares issued upon reinvestment of distributions            992           14,915              -                -
Shares redeemed                                        (114,135)      (1,759,862)        (1,062)         (15,555)
Change in net assets from capital share
  transactions                                          132,684     $  2,040,291        689,209     $ 10,106,801

CLASS B**:
Shares sold                                           1,530,318     $ 23,486,662      2,247,821     $ 31,437,475
Shares issued upon reinvestment of distributions         19,535          292,836          1,708           20,979
Shares redeemed                                        (913,087)     (14,247,068)    (2,121,049)     (29,118,194)
Change in net assets from capital share
  transactions                                          636,766     $  9,532,430        128,480     $  2,340,260
</TABLE>

                                       89

<PAGE>
MENTOR FUNDS
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

<TABLE>
<CAPTION>
                                                                Mentor Income and Growth Portfolio
                                                             Six Months                      Year
                                                           Ended 3/31/96                 Ended 9/30/95
                                                       Shares        Dollars        Shares        Dollars
<S>                                                   <C>          <C>             <C>          <C>
CLASS A:
Shares sold                                             69,584     $ 1,210,224      255,128     $  3,928,730
Shares issued upon reinvestment of distributions        58,804         983,372       49,436          741,971
Shares redeemed                                        (57,553)       (988,990)    (307,376)      (4,818,528)
Change in net assets from capital share
  transactions                                          70,835     $ 1,204,606       (2,812)    $   (147,827)

CLASS B:
Shares sold                                            412,432     $ 7,133,998      602,055     $  9,529,693
Shares issued upon reinvestment of distributions       134,192       2,241,138       98,685        1,467,195
Shares redeemed                                       (218,737)     (3,759,163)    (806,196)     (12,489,370)
Change in net assets from capital share
  transactions                                         327,887     $ 5,615,973     (105,456)    $ (1,492,482)
</TABLE>

<TABLE>
<CAPTION>
                                                                Mentor Municipal Income Portfolio
                                                             Six Months                      Year
                                                           Ended 3/31/96                 Ended 9/30/95
                                                       Shares        Dollars        Shares        Dollars
<S>                                                   <C>          <C>             <C>          <C>
CLASS A
Shares sold                                             20,446     $   311,492       71,110     $  1,021,048
Shares issued upon reinvestment of distributions        18,257         277,956       45,425          658,265
Shares redeemed                                        (75,914)     (1,151,996)    (483,463)      (6,926,047)
Change in net assets from capital share
  transactions                                         (37,211)    $  (562,548)    (366,928)    $ (5,246,734)

CLASS B:
Shares sold                                             87,255     $ 1,327,618      247,851     $  3,605,763
Shares issued upon reinvestment of distributions        36,032         549,508       99,198        1,439,916
Shares redeemed                                       (288,126)     (4,384,853)    (903,907)     (13,100,688)
Change in net assets from capital share
  transactions                                        (164,839)    $(2,507,727)    (556,858)    $ (8,055,009)
</TABLE>

                                       90

<PAGE>
MENTOR FUNDS
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

<TABLE>
<CAPTION>
                                                                  Mentor Quality Income Portfolio
                                                             Six Months                       Year
                                                           Ended 3/31/96                  Ended 9/30/95
                                                       Shares        Dollars         Shares         Dollars
<S>                                                   <C>          <C>             <C>            <C>
CLASS A:
Shares sold                                             95,332     $ 1,280,815        132,285     $  1,706,716
Shares issued upon reinvestment of distributions        33,076         447,139         89,969        1,159,149
Shares redeemed                                       (201,932)     (2,720,661)      (745,107)      (9,570,406)
Change in net assets from capital share
  transactions                                         (73,524)    $  (992,707)      (522,853)    $ (6,704,541)

CLASS B:
Shares sold                                            313,692     $ 4,240,173        421,513     $  5,506,753
Shares issued upon reinvestment of distributions        82,683       1,119,148        223,602        2,883,354
Shares redeemed                                       (602,878)     (8,121,282)    (2,078,944)     (26,675,096)
Change in net assets from capital share
  transactions                                        (206,503)    $(2,761,961)    (1,433,829)    $(18,284,989)
</TABLE>

<TABLE>
<CAPTION>
                                                               Mentor Short-Duration Income Portfolio
                                                             Six Months                      Period
                                                           Ended 3/31/96                  Ended 9/30/95
                                                       Shares        Dollar          Shares          Dollar
<S>                                                   <C>          <C>             <C>            <C>
CLASS A*:
Shares sold                                            237,635     $ 3,045,519         80,087     $  1,015,595
Shares issued upon reinvestment of distributions         4,096          52,608            322            4,089
Shares redeemed                                        (47,618)       (611,070)        (1,399)         (17,786)
Change in net assets from capital share
  transactions                                         194,113     $ 2,487,057         79,010     $  1,001,898

CLASS B**:
Shares sold                                            726,866     $ 9,306,173      1,116,509     $ 14,138,694
Shares issued upon reinvestment of distributions        42,794         548,044         56,501          708,003
Shares redeemed                                       (339,243)     (4,335,410)    (1,011,667)     (12,759,888)
Change in net assets from capital share
  transactions                                         430,417     $ 5,518,807        161,343     $  2,086,809
</TABLE>

*    For the period from June 5, 1995 (issuance of Class A shares) to September
     30, 1995.
**   For the period from January 1, 1995 to September 30, 1995.
***  Distribution fees are only applicable to Class B shares.
~    On September 27, 1995, Capital Growth Portfolio acquired the net assets of
     Mentor/Cambridge Growth Portfolio in exchange for Class A and Class B
     shares of the Capital Growth Portfolio pursuant to a plan of reorganization
     approved by the shareholders of Mentor/Cambridge Growth Portfolio on
     September 21, 1995. The acquisition was accomplished by a tax free exchange
     of 1,927,004 shares of the Capital Growth Portfolio for the net assets of
     Mentor/Cambridge Growth Portfolio. The net assets of Mentor/Cambridge
     Growth Portfolio on that date including $3,953,496 of unrealized
     appreciation on investments, were combined with Capital Growth Portfolio.
     The aggregate net assets of Capital Growth Portfolio and Mentor/Cambridge
     Growth Portfolio immediately before the acquisition were $56,351,987 and
     $30,350,659, respectively. The net assets of Capital Growth Portfolio
     immediately after the acquisition were $86,702,646.

                                       91

<PAGE>
MENTOR FUNDS
SHAREHOLDER INFORMATION

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
         Carpenter Company

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
         Senior 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.

                                       92

<PAGE>
                              [MENTOR FUNDS LOGO]
                                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 a Mentor Fund
                        Prospectus, which contains
                        complete information about
                        fees, sales charges and
                        expenses. Please read it
                        carefully before you invest or
                        send money.




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