MENTOR FUNDS, 485APOS, 1998-07-31

MENTOR FUNDS
485APOS, 1998-07-31

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 31, 1998

REGISTRATION NO. 33-45315
FILE NO. 811-6550

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (X)

PRE-EFFECTIVE AMENDMENT NO. ( )

POST-EFFECTIVE AMENDMENT NO. 20 (X)

AND

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 (X)

AMENDMENT NO. 22 (X)

(CHECK APPROPRIATE BOX OR BOXES)

MENTOR FUNDS
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

901 EAST BYRD STREET
RICHMOND, VIRGINIA 23219
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(804) 782-3648
(REGISTRANT'S TELEPHONE NUMBER)

PAUL F. COSTELLO
PRESIDENT
901 EAST BYRD STREET
RICHMOND, VIRGINIA 23219
(NAME AND ADDRESS OF AGENT FOR SERVICE)

COPY TO:
TIMOTHY W. DIGGINS, ESQ.
ROPES & GRAY
ONE INTERNATIONAL PLACE
BOSTON, MA 02110

IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE

(CHECK APPROPRIATE BOX)

( ) IMMEDIATELY UPON FILING PURSUANT TO PARAGRAPH (B)

<PAGE>

( ) ON (date) PURSUANT TO PARAGRAPH (B)

( ) 60 DAYS AFTER FILING PURSUANT TO PARAGRAPH (A)(1)

( ) ON (DATE) PURSUANT TO PARAGRAPH (A)(1)

(X) 75 DAYS AFTER FILING PURSUANT TO PARAGRAPH (A)(2)

( ) ON (DATE) PURSUANT TO PARAGRAPH (A)(2) OF RULE 485

<PAGE>

IF APPROPRIATE, CHECK THE FOLLOWING BOX:

( ) THIS POST-EFFECTIVE AMENDMENT DESIGNATES A NEW EFFECTIVE DATE FOR
A PREVIOUSLY FILED POST-EFFECTIVE AMENDMENT

THIS POST-EFFECTIVE AMENDMENT RELATES ONLY TO SHARES OF THE MENTOR INSTITUTIONAL
TAX-EXEMPT MONEY MARKET PORTFOLIO. NO INFORMATION RELATING TO ANY OTHER CLASS OR
SERIES OF SHARES OF THE REGISTRANT IS AMENDED, DELETED, OR SUPERSEDED HEREBY.

MENTOR FUNDS
CROSS REFERENCE SHEET

(as required by Rule 404(a))

Part A - Mentor Funds - Mentor Institutional Tax-Exempt Money Market Portfolio
- -- Retail Shares

<TABLE>
<CAPTION>
N-1A Item No. Location
<S> <C>
1. Cover Page......................................... Cover Page

2. Synopsis........................................... Cover Page; Expense Summary

3. Condensed Financial Information.................... Not Applicable

4. General Description of Registrant.................. Cover Page; Investment Objective
and Policies; General

5. Management of the Fund............................. Investment Objective and Policies;
Management; General; How the Portfolio
Values its Shares; Custodian and
Transfer and Dividend Agent; Performance
Information

5A. Management's Discussion of
Fund Performance................................ Not Applicable

6. Capital Stock and Other Securities................. Management; General; Purchase of Shares;
How Distributions are Made; Tax Information;
Performance Information; Management;
Purchase of Shares

7. Purchase of Securities Being Offered............... Management; Purchase of Shares

8. Redemption or Repurchase........................... Purchase of Shares; Redemption of Shares

9. Pending Legal Proceedings.......................... Not Applicable

-1-

<PAGE>

Part A - Mentor Funds - Mentor Institutional Tax-Exempt Money Market Portfolio
- -- Institutional Shares

N-1A Item No. Location
<S> <C>
1. Cover Page......................................... Cover Page

2. Synopsis........................................... Cover Page; Expense Summary

3. Condensed Financial Information.................... Not Applicable

4. General Description of Registrant.................. Cover Page; Investment Objective
and Policies; General

5. Management of the Fund............................. Investment Objective and Policies;
Management; General; How the Portfolio
Values its Shares; Custodian and
Dividend Agent; Performance
Information

5A. Management's Discussion of
Fund Performance................................ Not Applicable

6. Capital Stock and Other Securities................. Management; General; Purchase of Shares;
How Distributions are Made; Performance
Information

7. Purchase of Securities Being Offered............... Management; Purchase of Shares

8. Redemption or Repurchase........................... Purchase of Shares; Redemption of
Shares

9. Pending Legal Proceedings.......................... Not Applicable

-3-

Part B - Mentor Funds - Mentor Institutional Tax-Exempt Money Market Portfolio

N-1A Item No Location

10. Cover Page......................................... Cover Page

11. Table of Contents.................................. Cover Page

12. General Information and History.................... General

13. Investment Objectives and Policies................. Investment Restrictions;
Investment Techniques

14. Management of the Fund............................. Management of the Trust;
Investment Advisory and Other
Services; The Distributor

15. Control Persons and Principal
Holders of Securities......................... Principal Holders
of Securities

16. Investment Advisory and Other Services............. Investment Advisory and
Other Services; Management of
the Trust; Independent Accountants;
Experts; Custodian;
Members of Investment Management
Teams

17. Brokage Allocation................................. Brokerage

18. Capital Stock and Other Securities................. Determination of Net Asset Value;
Tax Status; The Distributor; Shareholder
Liability

19. Purchase, Redemption and Pricing
of Securities Being Offered................... Brokerage; Determination
of Net Asset Value; The
Distributor

20. Tax Status......................................... Investment Restrictions;
Tax Status

21. Underwriters....................................... The Distributor

22. Calculation fo Yield Quotations of
Money Market Funds............................ Performance

</TABLE>

P R O S P E C T U S October , 1998,
Retail Shares

Mentor Funds
Mentor Institutional Tax-Exempt Money Market Portfolio

Mentor Institutional Tax-Exempt Money Market Portfolio is designed for
investors who seek current income exempt from federal income tax, consistent
with preservation of capital and maintenance of liquidity. The Portfolio is a
diversified investment portfolio of Mentor Funds (the "Trust").

An investment in the Portfolio is neither insured nor guaranteed by the U.S.
Government. There can be no assurance that the Portfolio will be able to
maintain a stable net asset value of $1.00 per share.

This Prospectus explains concisely what you should know before investing in the
Portfolio. Please read it carefully and keep it for future reference. You can
find more detailed information about the Portfolio in the October , 1998
Statement of Additional Information, as amended from time to time. For a
free copy of the Statement, call Mentor Services Company, Inc. at
1-800-869-6042. The Statement has been filed with the Securities and Exchange
Commission and is incorporated into this Prospectus by reference.

SHARES OF THE PORTFOLIO ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY FINANCIAL INSTITUTION AND ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

<PAGE>

EXPENSE SUMMARY

Expenses are one of several factors to consider when investing in the Portfolio.
The following table summarizes your maximum transaction costs from an investment
in Retail Shares of the Portfolio and expenses the Portfolio expects to incur in
respect of its Retail Shares during the current fiscal year. The Examples show
the cumulative expenses attributable to a hypothetical $1,000 investment in each
Portfolio over specified periods. The information presented below does not
reflect any fees or charges imposed by Financial Institutions through which you
may invest in the Portfolio.

Mentor
Institutional
Tax-Exempt
Money Market
Portfolio
---------------
<S> <C>
Shareholder Transaction Expenses None
Annual Portfolio Operating Expenses
(as a percentage of average net assets)
Management Fees .22%
12b-1 Fees .33%
Other Expenses .16%
===============
Total Fund Operating Expenses .71%

</TABLE>

Examples

Your investment of $1,000 in a Portfolio would incur the following
expenses, assuming 5% annual return and redemption at the end of each period:

<TABLE>
<CAPTION>
1 year 3 years
-------- ---------
<S> <C> <C>
Mentor Institutional Tax-Exempt Money Market Portfolio $7.00 $23.00
</TABLE>

The table is provided to help you understand the expenses of investing in the
Portfolio and your share of the operating expenses which the Portfolio expects
to incur. The Examples do not represent past or future expense levels. Actual
returns and expenses may be greater or less than those shown. Federal
regulations require the Examples to assume a 5% annual return, but actual annual
return will vary. Because of the 12b-1 fees payable by the Portfolio, long-term
shareholders may pay more in aggregate sales charges than the maximum initial
sales charge permitted by the National Association of Securities Dealers, Inc.

INVESTMENT OBJECTIVE AND POLICIES

The investment objective of Mentor Institutional Tax-Exempt Money Market
Portfolio is to seek as high a rate of current income exempt from federal income
tax as Mentor Investment Advisors, LLC, the Portfolio's investment advisor,
believes is consistent with preservation of capital and maintenance of
liquidity. The Portfolio seeks its objective through the investment
policies described below. Because the

<PAGE>

Portfolio is a money market fund, it will only invest in the types of
investments described below under "Selection of Investments".

The investment objective and policies of the Portfolio may, unless otherwise
specifically stated, be changed by the Trustees without shareholder approval.
The Portfolio is not intended to be a complete investment program, and there is
no assurance the Portfolio will achieve its objective.

The Portfolio invests, as a fundamental policy, at least 80% of its net assets
in Tax-Exempt Securitites (as described below). The Portfolio may invest the
remainder of its assets in investments of any kind in which any of the other
Portfolios may invest.

The Portfolio will invest in the following types of Tax-Exempt Securities:
(i)municipal notes; (ii) municipal bonds; (iii) municipal securities backed by
the U.S. government or any of its agencies or instrumentalities; (iv) tax-exempt
commercial paper; (v) participation interests in any of the foregoing; and (vi)
unrated securities or new types of tax-exempt instruments which become available
in the future if Mentor Advisors determines they meet the quality standards
discussed below (collectively, "Tax-Exempt securities"). (In the case of any
such new types of tax-exempt instruments, this Prospectus would be revised as
may be appropriate to describe such instruments.) In connection with the
purchase of Tax-Exempt Securities, the Portfolio may acquire stand-by
commitments, which give the Portfolio the right to resell the security to the
dealer at a specified price. Stand-by commitments may provide additional
liquidity for the fund but are subject to the risk that the dealer may fail to
meet its obligations. The Portfolio does not generally expect to pay additional
consideration for stand-by commitments or to assign any value to them.

Tax-Exempt Securities are debt obligations issued by a state (including the
District of Columbia), a U.S. territory or possession, or any of their political
subdivisions, the interest from which is, in the opinion of bond counsel, exempt
from federal income tax. These securities are issued to obtain funds for various
public purposes, such as the construction of public facilities, the payment of
general operating expenses, or the refunding of outstanding debts. They may also
be issued to finance various private activities, including the lending of funds
to public or private institutions for the construction of housing, educational,
or medical facilitites and may also include certain types of private activity
and industrial development bonds issued by public authorities to finance
privately owned or operated facilities. Short-term Tax-Exempt Securities are
generally issued as interim financing in anticipation of tax collections,
revenue receipts, or bond sales to finance various public puposes.

The two principal classifications of Tax-Exempt Securities are general
obligation and special obligation (or revenue) securities. General obligation
securitites involve the credit of an issuer possessing taxing power and are
payable from the issuer's general unrestricted revenues. Their payment may
depend on an appropriation by the issuer's legislative body. The
characteristics and methods of enforcement of general obligation securities
vary according to the law applicable to the particular issuer. Special
obligation securities are payable only from the revenues derived from a
particular facility or class of facilities, or a specific revenue source and
generally are not payable from the unrestricted revenues of the issuer.
Industrial development and private activity bonds are in most cases special
obligation securities, the credit quality of which is directly related to the
private user of a facility.

For purposes of the Portfolio's policy to invest at least 80% of its net assets
in Tax-Exempt Securities, the Portfolio will not treat obligations as Tax-Exempt
Securitites for purposes of measuring compliance with such policy if they would
give rise to interest income subject to federal alternative minimum tax for
individuals. To the extent that the Portfolio invests in these securities,
individual shareholders of the Portfolio, depending on their own tax status, may
be subject to federal alternative minimum tax on the part of the Portfolio's
distributions derived from these securities. In addition an investment in the
Portfolio may cause corporate shareholders to be subject to (or result in an
increased liability under) the alternative minimum tax because tax-exempt income
is generally included in the alternative minimum taxable income of corporations.

The ability of governmental issuers to meet their obligations will depend
primarily on the availability of tax and other revenues to those governments and
on thier fiscal conditions generally. The amounts of tax and other
revenues available to governmental issuers may be affected from time to time by
economic, political, and demographic conditions affecting a particular state. In
addition, constitutional or statutory restrictions may limit a government's
power to raise revenues or increase taxes. The avalability of federal, state,
and local aid to issuers of such securities may also affect their ability
to meet their obligations. Payments of principal and interest on special
obligation securities will depend on the economic condition of the facility or
specific revenue source from whose revenues the payments will be made, which
in turn could be affected by economic, political, and demographic conditions
affecting a particular state. Any reduction in the actual or perceived
ability of an issuer of Tax-Exempt Securities in a particular state to meet its
obligations (including a reduction in the rating of its outstanding securities)
would likely affect adversely the market value and marketability of its
obligations and could adversely affect the values of Tax-Exempt Securities
issued by others in that state as well.

The Portfolio may invest without limit in high quality taxable money market
instruments of any type at any time when Mentor Advisors believes that
market conditions make pursuing the Portfolio's basic investment strategy
inconsistent with the best interests of shareholders. It is impossible to
predict when, or for how long, the Portfolio will use these alternative
defensive strategies.

Selection of Investments

The Portfolio will invest only in U.S. dollar-denominated high-quality
securities and other U.S. dollar- denominated money market instruments meeting
credit criteria which the Trustees believe present minimal credit risk.
"High-quality securities" are (i) commercial paper or other short-term
obligations rated in one of the two highest short-term rating categories by
at least two nationally recognized rating services (or, if only one rating
service has rated the security, by that service), (ii) obligations rated
at least AA by Standard & Poor's or Aa by Moody's Investors Service, Inc.
at the time of investment, and (iii) unrated securities determined by Mentor
Advisors to be of comparable quality. The Portfolio will maintain a
dollar-weighted average maturity of 90 days or less and will not invest in
securities with remaining maturities of more than 397 days. The Portfolio
may invest in variable or floating-rate securities which bear interest at
rates subject to periodic adjustment or which provide for periodic recovery
of principal on demand. Under certain conditions, these securities may be
deemed to have remaining maturities equal to the time remaining until the
next interest adjustment date or the date on which principal can be recovered on
demand. The Portfolio follows investment and valuation policies designed
to maintain a stable net asset value of $1.00 per share, although there is
no assurance that these policies will be successful.

Considerations of liquidity and preservation of capital mean that the Portfolio
may not necessarily invest in money market instruments paying the highest
available yield at a particular time. Consistent with its investment objective,
the Portfolio will attempt to maximize yields by portfolio trading and by buying
and selling portfolio investments in anticipation of or in response to changing
economic and money market conditions and trends. The Portfolio may also invest
to take advantage of what Mentor Advisors believes to be temporary disparities
in the yields of different segments of the high-quality money market or among
particular instruments within the same segment of the market. These policies, as
well as the relatively short maturity of obligations purchased by the Portfolio,
may result in frequent changes in the investments held by the Portfolio. The
Portfolio will not usually pay brokerage commissions in connection with the
purchase or sale of portfolio securities.

The Portfolio's investments will be affected by general changes in
interest rates resulting in increases or decreases in the values of the
obligations held by the Portfolio. The values of the Portfolio's securities can
be expected to vary inversely to changes in prevailing interest rates.
Withdrawals by shareholders could require the sale of portfolio investments at
a time when such a sale might not otherwise be desirable.

Diversification and concentration policies

The Portfolio is a "diversified" investment company under the Investment
Company Act of 1940. This means that the Portfolio may invest up to 25% of its
total assets in the securities of one or more issuers, and is limited with
respect to the remaining portion of its assets to investing 5% or less of its
total assets in the securities of any one issuer (other than the U.S.
government). However, under the current rules governing money market funds, the
Portfolio generally may not invest more than 5% of its assets in any one
issuer (other than the U.S. government).

The Portfolio will not invest more than 25% of its total assets in any
one industry. Governmental issuers of Tax-Exempt Securities are not considered
part of any "industry." However, Securities backed only by the assets and
revenues of nongovernmental users may for this purpose be deemed to be issued
by such nongovernmental users, and the 25% limitation would apply to such
obligations.

It is nonetheless possible that the Portfolio may invest more than 25%
of its assets in a broader segment of the Tax-Exempt Securities market, such as
revenue obligations of hospitals and other health care facilities, housing
agency revenue obligations, or airport revenue obligations. This would be the
case only if Mentor Advisors determined that the yields available from
obligations in a particular segment of the market justified the additional
risks associated with such concentration. Although such obligations could be
supported by the credit of governmental users or by the credit of
nongovernmental users engaged in a number of industries, economic, business,
political, and other developments generally affecting the revenues of such
users (for example, proposed legislation or pending court decisions affecting
the financing of such projects and market factors affecting the demand for
their services or products) may have a general adverse effect on all Tax-Exempt
Securities in such a market segment. The Portfolio reserves the right to invest
more than 25% of its assets in industrial development bonds and private
activity bonds or notes.

The Portfolio also reserves the right to invest more than 25% of its
assets in securities relating to any one or more states (including the District
of Columbia), U.S. territories or possessions, or any of their political
subdivisions. As a result of such an investment, the performance of the
Portfolio may be especially affected by factors pertaining to the economy of
the relevant state and other factors specifically affecting the ability of
issuers of such securities to meet their obligations. As a result, the value
of the Portfolio's shares may fluctuate more widely than the value of shares
of a fund investing in securities relating to a greater number of different
states.

<PAGE>

Other Investment Practices

The Portfolio may also engage to a limited extent in the following
investment practices, each of which involves certain special risks. The
Statement of Additional Information contains more detailed information about
these practices.

Repurchase agreements. Under a repurchase agreement, the Portfolio
purchases a debt instrument for a relatively short period (usually not more than
one week), which the seller agrees to repurchase at a fixed time and price,
representing the Portfolio's cost plus interest. The Portfolio will enter into
repurchase agreements only with commercial banks and with registered
broker-dealers who are members of a national securities exchange or market
makers in government securities, and only if the debt instrument subject to the
repurchase agreement is a U.S. Government security. Although Mentor Advisors
will monitor repurchase agreement transactions to ensure that they will be fully
collateralized at all times, the Portfolio bears a risk of loss if the other
party defaults on its obligation and the Portfolio is delayed or prevented from
exercising its rights to dispose of the collateral. If the other party should
become involved in bankruptcy or insolvency proceedings, it is possible that the
Portfolio may be treated as an unsecured creditor and required to return the
collateral to the other party's estate.

Securities lending. The Portfolio may lend portfolio securities to
broker-dealers. These transactions must be fully collateralized at all times
with cash or short-term debt obligations, but involve some risk to the Portfolio
if the other party should default on its obligation and the Portfolio is
delayed or prevented from exercising its rights in respect of the collateral.
Any investment of collateral by the Portfolio would be made in accordance with
the Portfolio's investment objective and policies described above.

Dividends

The Trust determines the net income of the Portfolio as of the close of regular
trading on the New York Stock Exchange (the "Exchange") each day the Exchange is
open. Each determination of the Portfolio's net income includes (i) all accrued
interest on the Portfolio's investments, (ii) plus or minus all realized and
unrealized gains and losses on the Portfolio's investments, (iii) less all
accrued expenses of the Portfolio. The Portfolio's investments are valued at
amortized cost according to Securities and Exchange Commission Rule 2a-7. The
Portfolio will not normally have unrealized gains or losses so long as it values
its investments by the amortized cost method.

<PAGE>

Daily dividends. The Portfolio declares all of its net income as a distribution
on each day it is open for business, as a dividend to shareholders of record
immediately prior to the close of regular trading on the Exchange. Shareholders
whose purchase of shares of the Portfolio is accepted at or before 12:00 noon on
any day will receive the dividend declared by the Portfolio for that day;
shareholders who purchase shares after 12:00 noon will begin earning dividends
on the next business day after the Portfolio accepts their order. The
Portfolio's net income for Saturdays, Sundays, and holidays is declared as a
dividend on the preceding business day. Dividends for any calendar month will be
paid on the last day of that month (or, if that day is not a business day, on
the next preceding business day), except that the Portfolio's schedule for
payment of dividends during the month of December may be adjusted to assist in
tax reporting and distribution requirements. A shareholder who withdraws the
entire balance of an account at any time during a month will be paid all
dividends declared through the time of the withdrawal. Since the net income of
the Portfolio is declared as a dividend each time it is determined, the net
asset value per share of the Portfolio normally remains at $1 per share
immediately after each determination and dividend declaration.

You can choose from two distribution options: (1) automatically reinvest all
distributions from the Portfolio in additional shares of it; or (2) receive all
distributions in cash. If you wish to change your distribution option, you
should contact your Financial Institution (as defined below), who will be
responsible for forwarding the necessary instructions to the Trust's transfer
agent, Investors Fiduciary Trust Company ("IFTC"). If you do not select an
option when you open your account, all distributions will be reinvested. You
will receive a statement confirming reinvestment of distributions in additional
shares of the Portfolio promptly following the month in which the reinvestment
occurs.

Tax information

Federal taxes. The Portfolio intends to qualify as a "regulated investment
company" for federal income tax purposes and to meet all other requirements that
are necessary for it to be relieved of federal income taxes on income (and
gains, if any) it distributes to shareholders. The Portfolio will distribute
substantially all of its ordinary income (and net capital gains, if any) on a
current basis.

Dividends paid by the Portfolio that are derived from exempt-interest
income (known as "exempt-interest dividends") and that are designated as such
may be treated by the Portfolio's shareholders as items of interest excludable
from their federal gross income. (Shareholders should consult their own tax
adviser with respect to whether exempt-interest dividends would be excludable
from gross income if the shareholder were treated as a "substantial user" of
facilities financed by an obligation held by the Portfolio or a "related
person" to such a user under the Internal Revenue Code.) If a shareholder
receives an exempt-interest dividend with respect to any share held for six
months or less, any loss on the sale or exchange of that share will be
disallowed to the extent of the amount of the exempt-interest dividend. To the
extent dividends paid to shareholders are derived from taxable income (for
example, from interest on certificates of deposit) or from gains, such
dividends will be subject to federal income tax, whether they are paid in the
form of cash or additional shares.

If the Portfolio holds certain "private activity bonds" ("industrial
development bonds" under prior law), dividends derived from interest on
such obligations will be classified as an item of tax preference which could
subject certain shareholders to alternative minimum tax liability. Corporate
shareholders must also take all exempt-interest dividends into account in
determining "adjusted current earnings" for purposes of calculating their
alternative minimum tax liability.

Shareholders receiving Social Security benefits or Railroad Retirement
Act benefits should note that all exempt-interest dividends will be taken into
account in determining the taxability of such benefits. Early in each year
the Portfolio will notify you of the amount and tax status of distributions
paid to you by the Portfolio for the preceding year.

General. The foregoing is a summary of certain federal income tax consequences
of investing in the Portfolio. You should consult your tax adviser to determine
the precise effect of an investment in the Portfolio on your particular tax
situation.

Buying and Selling Shares of the Portfolio

How to buy shares. The Trust offers shares of the Portfolio continuously at a
price of $1.00 per share. The Trust determines the net asset value of the
Portfolio twice each day, as of 12:00 noon and as of the close of regular
trading on the Exchange. The shares of the Portfolio are sold at net asset value
through a number of selected financial institutions, such as investment dealers
and banks (each, a "Financial Institution"). Your Financial Institution is
responsible for forwarding any necessary documentation to IFTC. There is no
sales charge on sales of shares, nor is any minimum investment required for the
Portfolio.

Because the Portfolio seeks to be fully invested at all times, investments must
be in Same Day Funds to be accepted. Investments which are accepted at or before
12:00 noon will be invested at the net asset value determined at that time;
investments accepted after 12:00 noon will receive the net asset value
determined at the

<PAGE>

close of regular trading on the Exchange. "Same Day Funds" are funds credited
by the applicable regional Federal Reserve Bank to the account of the Trust at
its designated bank. When payment in Same Day Funds is available to the Trust,
the Trust will accept the order to purchase shares at the net asset value next
determined.

If you are considering redeeming shares or transferring shares to another
person shortly after purchase, you should pay for those shares with wired Same
Day Funds or a certified check to avoid any delay in redemption or transfer.
Otherwise, the Trust may delay payment for shares until the purchase price of
those shares has been collected which may be up to 15 calendar days after the
purchase date.

For more information on how to purchase shares of the Portfolio, contact
your Financial Institution or Mentor Services Company, Inc. ("Mentor Services
Company"), 901 East Byrd Street, Richmond, Virginia 23219. Mentor Services
Company's telephone number is 1-800-869-6042.

How to sell shares. You can redeem your Portfolio shares through your
Financial Institution any day the Exchange is open, or you may redeem your
shares by check or by mail. Redemption will be effected at the net asset value
per share of the Portfolio next determined after receipt of the redemption
request in good order. The Fund must receive your properly completed purchase
documentation before you may sell shares.

Selling shares through your Financial Institution. You may redeem your
shares through your Financial Institution. Your Financial Institution is
responsible for delivering your redemption request and all necessary
documentation to the Trust, and may charge you for its services (including, for
example, charges relating to the wiring of funds). Your Financial Institution
may accept your redemption instructions by telephone. Consult your Financial
Institution.

Selling shares by check. If you would like the ability to write checks
against your investment in the Portfolio, you should provide the necessary
documentation to your Financial Institution and complete the signature card
which you may obtain by calling your Financial Institution or Mentor Services
Company.

When the Portfolio receives your properly completed documentation and card, you
will receive checks drawn on your Portfolio account and payable through the
Portfolio's designated bank. These checks may be made payable to the order of
any person. You will continue to earn dividends until the check clears. When a
check is presented for payment, a sufficient number of full and fractional
shares of the Portfolio in your account will be redeemed to cover the amount of
the check. Your Financial Institution may limit the availability of the
check-writing privilege or assess certain fees in connection with the
checkwriting privilege.

Shareholders using Trust checks are subject to the Trust's designated
bank's rules governing checking accounts. There is currently no charge to the
shareholder for the use of checks, although one may be imposed in the future.
Shareholders would be notified in advance of the imposition of any such charge.
(In addition, if you deplete your original check supply, there may be a charge
to order additional checks.) You should make sure that there are sufficient
shares in your account to cover the amount of the check drawn. If there is an
insufficient number of shares in the account, the check will be dishonored and
returned, and no shares will be redeemed. Because dividends declared on shares
held in your account and prior withdrawals may cause the value of your account
to change, it is impossible to determine in advance your account's total value.
Accordingly, you should not write a check for the entire value of your account
or close your account by writing a check. A shareholder may revoke
check-writing authorization by written notice to IFTC.

<PAGE>

Selling shares by mail. You may also sell shares of the Portfolio by
sending a written withdrawal request to your Financial Institution. You must
sign the withdrawal request and include a stock power with signature(s)
guaranteed by a bank, broker/dealer, or certain other financial institutions.

The Portfolio generally sends you payment for your shares the business day
after your request is received in good order. Under unusual circumstances, the
Portfolio may suspend repurchases, or postpone payment for more than seven
days, as permitted by federal securities law.

How to Exchange Shares

You can exchange your shares in the Portfolio for shares of any other
Portfolio in the Fund at net asset value, except as described below. If you
request an exchange through your Financial Institution, your Financial
Institution will be responsible for forwarding the necessary documentation to
IFTC. Exchange Authorization Forms are available from your Financial
Institution or Mentor Services Company. For federal income tax purposes, an
exchange is treated as a sale of shares and may result in a capital gain or
loss. The Trust reserves the right to change or suspend the exchange privilege
at any time. Shareholders would be notified of any change or suspension.
Consult your Financial Institution or Mentor Services Company before requesting
an exchange.

Financial Institutions

Financial Institutions provide varying arrangements for their clients with
respect to the purchase and redemption of Portfolio shares and the confirmation
thereof and may arrange with their clients for other investment or
administrative services. When you effect transactions with the Portfolio
(including among other things the purchase, redemption, or exchange of
Portfolio shares) through a Financial Institution, the Financial Institution,
and not the Portfolio, will be responsible for taking all steps, and furnishing
all necessary documentation, to effect such transactions. Financial
Institutions have the responsibility to deliver purchase and redemption
requests to the Portfolio promptly. Some Financial Institutions may establish
minimum investment requirements with respect to the Portfolio. They may also
establish and charge fees and other amounts to their client for their services.
Certain privileges, such as the check writing privilege or reinvestment
options, may not be available through certain Financial Institutions or they
may be available only under certain conditions. If your Financial Institution
holds your investment in the Portfolio in its own name, then your Financial
Institution will be the shareholder of record in respect of that investment;
your ability to take advantage of any investment options or services of the
Portfolio will depend on whether, and to what extent, your Financial
Institution is willing to take advantage of them on your behalf. Financial
Institutions may charge fees to or impose restrictions on your shareholder
account. Consult your Financial Institution for information about any fees or
restrictions or for further information concerning its services.

Management

The Trustees are responsible for generally overseeing the conduct of the
Trust's business. Mentor Investment Advisors, LLC, located at 901 East Byrd
Street, Richmond, Virginia 23219, serves as investment adviser to the
Portfolio, providing investment advisory services and advising and assisting
the officers of the Trust in taking such steps as are necessary or appropriate
to carry out the decisions of the Trustees. Subject to such policies as the
Trustees may determine, Mentor Advisors furnishes a continuing investment
program for the Portfolio and makes investment decisions on its behalf.

<PAGE>

Mentor Advisors has over $13 billion in assets under management and is a
wholly owned subsidiary of Mentor Investment Group, LLC ("Mentor Investment
Group") and its affiliates. Mentor Investment Group is a subsidiary of Wheat
First Butcher Singer, Inc., which is in turn a wholly owned subsidiary of First
Union Corp. ("First Union"). First Union is a leading financial services
company with approximately $172 billion in assets and $12 billion in total
stockholders' equity as of March 31, 1998. EVEREN Capital Corporation has a 20%
ownership in Mentor Investment Group and may acquire additional ownership based
principally on the amount of Mentor Investment Group's revenues derived from
assets attributable to clients of EVEREN Securities, Inc. and its affiliates.

The Portfolio pays management fees to Mentor Advisors monthly at the
following annual rates (based on the average daily net assets of the
Portfolio): 0.22% of the first $500 million of the Portfolio's average net
assets; 0.20% of the next $500 million; 0.175% of the next $1 billion; 0.16% of
the next $1 billion; and 0.15% of any amounts over $3 billion.

The Portfolio pays all expenses not assumed by Mentor Advisors, including
Trustees' fees, auditing, legal, custodial, investor servicing, and shareholder
reporting expenses, and payments under their Distribution Plans. General
expenses of the Trust will be charged to the assets of the Portfolio on a
basis that the Trustees deem fair and equitable, which may be based on the
relative assets of the Portfolio (and other series of shares of the Trust) or
the nature of the services performed and relative applicability to the
Portfolio. Expenses directly charged or attributable to the Portfolio will be
paid from the assets of the Portfolio.

Mentor Advisors places all orders for purchases and sales of the
investments of the Portfolio. In selecting broker-dealers, Mentor Advisors may
consider research and brokerage services furnished to it and its affiliates.
Subject to seeking the most favorable price and execution available, Mentor
Advisors may consider sales of shares of the Portfolio (and, if permitted by
law, of the other funds in the Mentor family) as a factor in the selection of
broker-dealers.

Distribution Services

Mentor Distributors, LLC ("Mentor Distributors"), 3435 Stelzer Road,
Columbus, Ohio 43219, is the distributor of the Portfolio's shares. Mentor
Distributors is a wholly owned subsidiary of BISYS Fund Services, Inc. The
Portfolio has adopted a Distribution Plan (the "Plan") pursuant to Rule
12b-1 under the Investment Company Act of 1940. The purpose of the Plan is to
permit the Portfolio to compensate Mentor Distributors for services
provided and expenses incurred by it in promoting the sale of shares of the
Portfolio, reducing redemptions, or maintaining or improving services provided
to shareholders. The Plan provides for monthly payments by the Portfolio to
Mentor Distributors, subject to the authority of the Trustees to reduce the
amount of payments or to suspend the Plan for such periods as they may
determine. Any material increase in amounts payable under the Plan would require
shareholder approval.

In order to compensate Financial Institutions for services provided in
connection with sales of Portfolio shares and the maintenance of shareholder
accounts (or, in the case of certain Financial Institutions which are

<PAGE>

banking institutions, for certain administrative and shareholder services),
Mentor Distributors may make periodic payments (from any amounts received by it
under the Plan or from its other resources) to any qualifying Financial
Institution based on the average net asset value of shares for which the
Financial Institution is designated as the financial institution of record.
Mentor Distributors makes such payments at the annual rate of between 0.15% and
0.33%. Mentor Distributors may suspend or modify these payments at any time,
and payments are subject to the continuation of the Portfolio's Plan and of
applicable agreements between Mentor Distributors and the applicable Financial
Institution.

How the Portfolio's Performance is Calculated

Yield and effective yield data of the Portfolio's Retail Shares may from time to
time be included in advertisements about the Portfolio. "Yield" is calculated by
dividing the Portfolio's annualized net investment income per Retail Share
during a recent seven-day period by the net asset value per share on the last
day of that period. "Effective yield" compounds that yield for a year and is,
for that reason, greater than the Portfolio's yield. Quotations of yield for any
period when an expense limitation was in effect will be greater than if the
limitation had not been in effect. The Portfolio's performance may be compared
to various indices. See the Statement of Additional Information.

All data is based on the Portfolio's past investment results and does not
predict future performance. Investment performance, which will vary, is based
on many factors, including market conditions, the composition of the Portfolio's
investments, the Portfolio's operating expenses, and the class of shares
purchased. Investment performance also often reflects the risks associated with
the Portfolio's investment objective and policies. These factors should be
considered when comparing the Portfolio's investment results to those of other
mutual funds and other investment vehicles.

General Information

Mentor Funds is a Massachusetts business trust organized on January 20,
1992. A copy of the Agreement and Declaration of Trust, which is governed by
Massachusetts law, is on file with the Secretary of State of The Commonwealth
of Massachusetts.

The Trust is an open-end, management investment company with an unlimited
number of authorized shares of beneficial interest. Shares of the Trust may,
without shareholder approval, be divided into two or more series of shares
representing separate investment portfolios, and are currently divided into
twelve series of shares. Under the Agreement and Declaration of Trust, the
Portfolio's shares may be further divided, without shareholder approval, into
two or more classes of shares having such preferences or special or relative
rights and privileges as the Trustees may determine. The Portfolio's shares are
currently divided into two classes, Retail Shares, which are offered by this
Prospectus, and Institutional Shares. Institutional shares are not subject to
12b-1 fees, and may be subject to different expenses. Differences in expenses
between the classes will affect performance. Contact Mentor Services Company at
1-800-869-6042 for information concerning Institutional Shares of a Portfolio
and your eligibility to purchase those shares. Each share has one vote, with
fractional shares voting proportionally. Shares of the Portfolio are freely
transferable, are entitled to dividends as declared by the Trustees, and, if the
Portfolio were liquidated, would receive the net assets of the Portfolio. The
Trust may suspend the sale of shares of any Portfolio at any time and may refuse
any order to purchase shares.

<PAGE>

Although the Trust is not required to hold annual meetings of its shareholders,
shareholders have the right to call a meeting to elect or remove Trustees, or
to take other actions as provided in the Agreement and Declaration of Trust.

Investors Fiduciary Trust Company, located at 127 West 10th Street, Kansas
City, Missouri 64105, is the transfer agent and dividend-paying agent for the
Trust. IFTC engages at its own expense certain Financial Institutions to
perform bookkeeping, data processing, and administrative services pertaining to
the maintenance of shareholder accounts.

If you own fewer shares of the Portfolio than a minimum amount set by the
Trustees (presently 500 shares), the Trust may choose to redeem your shares and
pay you for them. You will receive at least 30 days written notice before the
Trust redeems your shares, and you may purchase additional shares at any time
to avoid a redemption. The Trust may also redeem shares if you own shares of
the Portfolio or of the Trust above any maximum amount set by the Trustees.
There is presently no maximum, but the Trustees may establish one at any time,
which could apply to both present and future shareholders.

The Trust may send a single copy of shareholder reports and communications
to an address where there is more than one registered shareholder with the same
last name, unless a shareholder at that address requests, by calling or writing
his Financial Institution or Mentor Services Company, that the Trust do
otherwise.

<PAGE>

No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus and in the
Portfolio's official sales literature in connection with the offer of the
Portfolio's shares, and, if given or made, such other information or
representations must not be relied upon as having been authorized by the
Portfolio. This Prospectus does not constitute an offer in any State in which,
or to any person to whom, such offering may not lawfully be made. This
Prospectus omits certain information contained in the Registration Statement,
to which reference is made, filed with the Securities and Exchange Commission.
Items which are thus omitted, including contracts and other documents referred
to or summarized herein, may be obtained from the Commission upon payment of
the prescribed fees.

Additional information concerning the securities offered hereby and the
Portfolio is to be found in the Registration Statement, including various
exhibits thereto and financial statements included or incorporated therein,
which may be inspected at the office of the Commission.

Mentor Funds

901 East Byrd Street
Richmond, VA 23219
(800) 869-6042

1998 Mentor Distributors, LLC

SECURITIES: NOT FDIC-INSURED/NOT BANK-GUARANTEED
MAY LOSE VALUE

MK 1341

Mentor Funds
Mentor Institutional Tax-Exempt
Money Market Portfolio

Retail Shares

-------------------------

PROSPECTUS
-------------------------

October , 1998

[logo]
MENTOR
INVESTMENT GROUP

<PAGE>

P R O S P E C T U S October , 1998,
Institutional Shares

Mentor Funds
Mentor Institutional Tax-Exempt Money Market Portfolio

Mentor Institutional Tax-Exempt Money Market Portfolio is designed for
investors who seek current income exempt from federal income tax consistent
with preservation of capital and maintenance of liquidity. The Portfolio is a
diversified investment portfolio of Mentor Funds (the "Trust").

<PAGE>

EXPENSE SUMMARY

Expenses are one of several factors to consider when investing in the Portfolio.
The following table summarizes your maximum transaction costs from an investment
in Institutional Shares of the Portfolio and expenses the Portfolio expects to
incur in respect of its Retail Shares during the current fiscal year. The
Examples show the cumulative expenses attributable to a hypothetical $1,000
investment in each Portfolio over specified periods. The information
presented below does not reflect any fees or charges imposed by Financial
Institutions through which you may invest in the Portfolio.

Mentor
Institutional
Tax-Exempt
Money Market
Portfolio
---------------
<S> <C>
Shareholder Transaction Expenses None
Annual Portfolio Operating Expenses
(as a percentage of average net assets)
Management Fees .22%
12b-1 Fees None
Other Expenses .11%
==============
Total Fund Operating Expenses .33%

</TABLE>

Examples

Your investment of $1,000 in a Portfolio would incur the following
expenses, assuming 5% annual return and redemption at the end of each period:

<TABLE>
<CAPTION>
1 year 3 years
-------- ---------
<S> <C> <C>
Mentor Institutional Tax-Exempt Money Market Portfolio $3.00 %11.00
</TABLE>

INVESTMENT OBJECTIVE AND POLICIES

<PAGE>

Portfolio is a money market fund, it will only invest in the types of
investments described below under "Selection of Investments".

The Portfolio will invest in only the following types of Tax-Exempt Securities:
(i)municipal notes; (ii) municipal bonds; (iii) municipal securities backed by
the U.S. government or any of its agencies or instrumentalities; (iv) tax-exempt
commercial paper; (v) participation interests in any of the foregoing; and (vi)
unrated securities or new types of tax-exempt instruments which become available
in the future if Mentor Advisors determines they meet the quality standards
discussed below (collectively, "Tax-Exempt securities"). (In the case of any
such new types of tax-exempt instruments, this Prospectus would be revised as
may be appropriate to describe such instruments.) In connection with the
purchase of Tax-Exempt Securities, the Portfolio may acquire stand-by
commitments, which give the Portfolio the right to resell the security to the
dealer at a specified price. Stand-by commitments may provide additional
liquidity for the fund but are subject to the risk that the dealer may fail to
meet its obligations. The Portfolio does not generally expect to pay additional
consideration for stand-by commitments or to assign any value to them.

For purposes of the Portfolio's policy to invest at least 80% of its net assets
in Tax-Exempt Securities, the Portfolio will not treat obligations as Tax-Exempt
Securities for purposes of measuring compliance with such policy if they would
give rise to interest income subject to federal alternative minimum tax for
individuals. To the extent that the Portfolio invests in these securities,
individual shareholders of the Portfolio, depending on their own tax status, may
be subject to federal alternative minimum tax on the part of the Portfolio's
distributions derived from these securities. In addition an investment in the
Portfolio may cause corporate shareholders to be subject to (or result in an
increased liability under) the alternative minimum tax because tax-exempt income
is generally included in the alternative minimum taxable income of corporations.

The ability of governmental issuers to meet their obligations will depend
primarily on the availability of tax and other revenues to those governments and
on thier fiscal conditions generally. The amounts of tax and other revenues
available to governmental issuers may be affected from time to time by economic,
political, and demographic conditions affecting a particular state. In addition,
constitutional or statutory restrictions may limit a government's power to raise
revenues or increase taxes. The avalability of federal, state, and local aid to
issuers of such securities may also affect their ability to meet their
obligations. Payments of principal and interest on special obligation securities
will depend on the economic condition of the facility or specific revenue source
from whose revenues the payments will be made, which in turn could be affected
by economic, political, and demographic conditions affecting a particular state.
Any reduction in the actual or perceived ability of an issuer of Tax-Exempt
Securities in a particular state to meet its obligations (including a reduction
in the rating of its outstanding securities) would likely affect adversely the
market value and marketability of its obligations and could adversely affect the
values of Tax-Exempt Securities issued by others in that state as well.

The Portfolio may invest without limit in high quality taxable money market
instruments of any type may invest at any time when Mentor Advisors believes
that market conditions make pursuing the Portfolio's basic investment
strategy inconsistent with the best interests of shareholders. It is impossible
to predict when, or for how long, the Portfolio will use these alternative
defensive strategies.

Selection of Investments

Diversification and concentration policies

<PAGE>

Other Investment Practices

Dividends

<PAGE>

Tax information

HOW THE PORTFOLIO VALUES ITS SHARES

The Portfolio values its shares twice each day, once at 12:00 noon
and again at the close of regular trading on the New York Stock Exchange. The
Portfolio's investments are valued at amortized cost in accordance with
Securities and Exchange Commission Rule 2a-7. The Portfolio will not normally
have unrealized gains or losses so long as it values its investments by the
amortized cost method.

PURCHASE OF SHARES

The Portfolio offers its shares continuously at a price of $1.00 per
share. Because the Portfolio seeks to be fully invested at all times,
investments must be in Same Day Funds to be accepted. "Same Day Funds" are
funds credited by the applicable regional Federal Reserve Bank to the account
of the Portfolio at its designated bank.

Mentor Distributors, LLC, located at 901 East Byrd Street, Richmond,
Virginia 23219, serves as distributor of the Portfolio's shares. Mentor
Distributors is not obligated to sell any specific amount of shares of the
Portfolio.

An investor may make an initial purchase of shares in the Portfolio
by submitting completed application materials along with a purchase order,
and by making payment to Mentor Distributors or the Trust. Investors will
be required to make minimum initial investments of $500,000 and minimum
subsequent investments of $25,000. Investments made through advisory accounts
maintained with investment advisers registered under the Investment Advisers
Act of 1940, as amended (including "wrap" accounts), are not subject to
these minimum investment requirements. The Portfolio reserves the right at
any time to change the initial and subsequent investment minimums required of
investors.

Shares of the Portfolio may be purchased by (i) paying cash, (ii)
exchanging securities acceptable to Mentor Advisors, or (iii) a combination
of such securities and cash. Purchase of shares of the Portfolio in exchange
for securities is subject in each case to the determination by Mentor
Advisors that the securities to be exchanged are acceptable for purchase by
the Portfolio. Securities accepted by Mentor Advisors in exchange for Portfolio
shares will be valued in the same manner as the Portfolio's assets as of the
time of the Portfolio's next determination of net asset value after such
acceptance. All dividends and subscription or other rights which are reflected
in the market price of accepted securities at the time of valuation become
the property of the Portfolio and must be delivered to the Portfolio upon
receipt by the investor from the issuer. A gain or loss for federal income
tax purposes would be realized upon the exchange by an investor that is
subject to federal income taxation, depending upon the investor's basis in
the securities tendered. A shareholder who wishes to purchase shares by
exchanging securities should obtain instructions by calling Mentor
Distributors at 1-800-869-6042.

Mentor Distributors, Mentor Advisors, and their affiliates, at their
own expense and out of their own assets, may provide compensation to dealers
in connection with sales of shares of the Portfolio. Such compensation may
include, but is not limited to, financial assistance to dealers in connection
with conferences, sales, or training programs for their employees, seminars
for the public, advertising or sales campaigns, or other dealer-sponsored
special events. In some instances, this compensation may be made available
only to certain dealers whose representatives have sold or are expected to
sell significant amounts of shares. Dealers may not use sales of Portfolio
shares to qualify for this compensation to the extent such may be prohibited
by the laws of any state or any self-regulatory agency, such as the National
Association of Securities Dealers, Inc.

In all cases Mentor Advisors or Mentor Distributors reserves the
right to reject any particular investment.

REDEMPTION OF SHARES

A shareholder may redeem all or any portion of its shares in the
Portfolio any day the New York Stock Exchange is open by sending a signed
letter of instruction and stock power form, along with any certificates
that represent shares the shareholder wants to sell, to the Portfolio c/o
Mentor Funds, P.O. Box 1357, Richmond, Virginia 23218-1357 or to Mentor
Distributors. Redemptions will be effected at the net asset value per share
of the Portfolio next determined after the receipt by the Portfolio of
redemption instructions in "good order" as described below. In order to
receive that day's net asset value, your request must be received before the
close of regular trading on the New York Stock Exchange. The Portfolio
will only redeem shares for which it has received payment. A check for the
proceeds will normally be mailed on the next business day after a request in
good order is received.

A redemption request will be considered to have been made in "good
order" if the following conditions are satisfied:

(1) the request is in writing, states the number of shares to be
redeemed, and identifies the shareholder's Portfolio account
number;

(2) the request is signed by each registered owner exactly as the
shares are registered; and

(3) if the shares to be redeemed were issued in certificate form, the
certificates are endorsed for transfer (or are accompanied by an
endorsed stock power) and accompany the redemption request.

If shares to be redeemed represent an investment made by check, the
Trust reserves the right not to transmit the redemption proceeds to the
shareholder until the check has been collected, which may take up to 15 days
after the purchase date.

The Portfolio reserves the right to require signature guarantees. A
guarantor of a signature must be an eligible guarantor institution, which
term includes most banks and trust companies, savings associations, credit
unions, and securities brokers or dealers. The purpose of a signature
guarantee is to protect shareholders against the possibility of fraud. Mentor
Distributors usually requires additional documentation for the sale of shares
by a corporation, partnership, agent, fiduciary, or surviving joint owner.
Contact Mentor Distributors for details.

Mentor Distributors may facilitate any redemption request. There is
no extra charge for this service.

Other information concerning redemption. Under unusual circumstances,
the Portfolio may suspend redemptions, or postpone payment for more than
seven days, as permitted by federal securities law. In addition, the Portfolio
reserves the right, if conditions exist which make cash payments undesirable,
to honor any request for redemption by making payment in whole or in part in
securities valued in the same way as they would be valued for purposes of
computing the Portfolio's per share net asset value. If payment is made in
securities, a shareholder may incur brokerage expenses in converting those
securities into cash.

<PAGE>

Management

<PAGE>

The Portfolio pays all expenses not assumed by Mentor Advisors, including
Trustees' fees, auditing, legal, custodial, investor servicing, and shareholder
reporting expenses. General expenses of the Trust will be charged to the assets
of the Portfolio on a basis that the Trustees deem fair and equitable, which may
be based on the relative assets of the Portfolio (and other series of shares of
the Trust) or the nature of the services performed and relative applicability to
the Portfolio. Expenses directly charged or attributable to the Portfolio will
be paid from the assets of the Portfolio.

<PAGE>

How the Portfolio's Performance is Calculated

Yield and effective yield data of the Portfolio's Institutional Shares may from
time to time be included in advertisements about the Portfolio. "Yield" is
calculated by dividing the Portfolio's annualized net investment income
per Institutional Share during a recent seven-day period by the net asset
value per share on the last day of that period. "Effective yield" compounds
that yield for a year and is, for that reason, greater than the Portfolio's
yield. Quotations of yield for any period when an expense limitation was in
effect will be greater than if the limitation had not been in effect. The
Portfolio's performance may be compared to various indices. See the Statement
of Additional Information.

General Information

The Trust is an open-end, management investment company with an unlimited
number of authorized shares of beneficial interest. Shares of the Trust may,
without shareholder approval, be divided into two or more series of shares
representing separate investment portfolios, and are currently divided into
twelve series of shares. Under the Agreement and Declaration of Trust, the
Portfolio's shares may be further divided, without shareholder approval, into
two or more classes of shares having such preferences or special or relative
rights and privileges as the Trustees may determine. The Portfolio's shares are
currently divided into two classes, Institutional Shares, which are offered by
this Prospectus, and Retail Shares. Institutional Shares are not subject to any
12b-1 fees, and may be subject to different expenses. Differences in expenses
between the classes will affect performance. Contact Mentor Services Company at
1-800-869-6042 for information concerning Retail Shares of a Portfolio and your
eligibility to purchase those shares. Each share has one vote, with fractional
shares voting proportionally. Shares of the Portfolio are freely transferable,
are entitled to dividends as declared by the Trustees, and, if the Portfolio
were liquidated, would receive the net assets of the Portfolio. The Trust may
suspend the sale of shares of any Portfolio at any time and may refuse any order
to purchase shares.

<PAGE>

Mentor Funds

901 East Byrd Street
Richmond, VA 23219
(800) 869-6042

1998 Mentor Distributors, LLC

SECURITIES: NOT FDIC-INSURED/NOT BANK-GUARANTEED
MAY LOSE VALUE

MK 1341

Mentor Funds
Mentor Institutional Tax-Exempt
Money Market Portfolio

Institutional Shares

-------------------------

PROSPECTUS
-------------------------

October , 1998

[logo]
MENTOR
INVESTMENT GROUP

<PAGE>

MENTOR FUNDS

STATEMENT OF ADDITIONAL INFORMATION

(Mentor Institutional Tax-Exempt Money Market Portfolio)

October __, 1998

This Statement of Additional Information relates to Retail and Institutional
Shares of the Mentor Institutional Tax-Exempt Money Market Portfolio (the
"Portfolio"). The Portfolio is a series of shares of beneficial interest of
Mentor Funds (the "Trust"). This Statement is not a prospectus and should be
read in conjunction with the relevant prospectus. Separate statements of
additional information relate to the other Portfolios comprising the Trust. A
copy of any prospectus or statement of additional information can be obtained
upon request made to Mentor Services Company, Inc., at P.O. Box 1357, Richmond,
Virginia 23218-1357, or calling Mentor Services Company, Inc. at 1-(800)
869-6042.

TABLE OF CONTENTS

CAPTION PAGE
<S> <C>
GENERAL ..................................................
INVESTMENT RESTRICTIONS....................................
CERTAIN INVESTMENT TECHNIQUES..............................
MANAGEMENT OF THE TRUST....................................
PRINCIPAL HOLDERS OF SECURITIES............................
INVESTMENT ADVISORY AND OTHER SERVICES.....................
BROKERAGE..................................................
DETERMINATION OF NET ASSET VALUE...........................
TAX STATUS.................................................
THE DISTRIBUTOR............................................
INDEPENDENT ACCOUNTANTS....................................
CUSTODIAN..................................................
PERFORMANCE INFORMATION....................................
SHAREHOLDER LIABILITY......................................
MEMBERS OF INVESTMENT MANAGEMENT TEAMS.....................
RATINGS ..................................................

</TABLE>

<PAGE>

GENERAL

Mentor Funds (the "Trust") is a Massachusetts business trust
organized on January 20, 1992 as Cambridge Series Trust.

INVESTMENT RESTRICTIONS

As fundamental investment restrictions, which may not be
changed with respect to the Portfolio without approval by the holders of a
majority of the outstanding shares of the Portfolio, the Portfolio may
not:

1. Purchase any security (other than U.S. Government
securities) if as a result: (i) as to 75% of such
Portfolio's total assets, more than 5% of the
Portfolio's total assets (taken at current value)
would then be invested in securities of a single
issuer, or (ii) more than 25% of the Portfolio's total
assets would be invested in a single industry;

2. Acquire more than 10% of the voting securities of any
issuer.

3. Act as underwriter of securities of other issuers
except to the extent that, in connection with the
disposition of portfolio securities, it may be deemed
to be an underwriter under certain federal securities
laws.

4. Issue any class of securities which is senior to the
Portfolio's shares of beneficial interest.

5. Purchase or sell real estate or interests in real
estate, including real estate mortgage loans, although
it may purchase and sell securities which are secured
by real estate and securities of companies that invest
or deal in real estate or real estate limited
partnership interests. (For purposes of this
restriction, investments by a Portfolio in
mortgage-backed securities and other securities
representing interests in mortgage pools shall not
constitute the purchase or sale of real estate or
interests in real estate or real estate mortgage
loans.)

6. Borrow money in excess of 10% of the value (taken at
the lower of cost or current value) of its total
assets (not including the amount borrowed) at the time
the borrowing is made, and then only from banks as a
temporary measure to facilitate the meeting of
redemption requests (not for leverage) which might
otherwise require the untimely disposition of
portfolio investments or for extraordinary or
emergency purposes.

-2-
<PAGE>

7. Purchase or sell commodities or commodity contracts,
except that a Portfolio may purchase or sell financial
futures contracts, options on futures contracts, and
futures contracts, forward contracts, and options with
respect to foreign currencies, and may enter into swap
transactions.

8. Make loans, except by purchase of debt obligations in
which the Portfolio may invest consistent with its
investment policies, by entering into repurchase
agreements, or by lending its portfolio securities.

In addition, it is contrary to the current policy of the
Portfolio, which policy may be changed without shareholder approval, to
invest in (a) securities which at the time of such investment are not
readily marketable, (b) securities restricted as to resale (excluding
securities determined by the Trustees of the Trust (or the person
designated by the Trustees to make such determinations) to be readily
marketable), and (c) repurchase agreements maturing in more than seven
days, if, as a result, more than 10% of the Portfolio's net assets
(taken at current value) would then be invested in securities described
in (a), (b), and (c).

All percentage limitations on investments will apply at the
time of investment and shall not be considered violated unless an excess
or deficiency occurs or exists immediately after and as a result of such
investment. Except for the investment restrictions listed above as
fundamental or to the extent designated as such in a Prospectus with
respect to the Portfolio, the other investment policies described in this
Statement or in a Prospectus are not fundamental and may be changed by
approval of the Trustees.

The Investment Company Act of 1940, as amended (the "1940
Act"), provides that a "vote of a majority of the outstanding voting
securities" of the Portfolio means the affirmative vote of the lesser of
(1) more than 50% of the outstanding shares of the Portfolio, and (2)
67% or more of the shares present at a meeting if more than 50% of the
outstanding shares are represented at the meeting in person or by proxy.

CERTAIN INVESTMENT TECHNIQUES

Set forth below is information concerning certain investment
techniques in which the Portfolio may engage, and certain of the risks
they may entail.

Repurchase Agreements

The Portfolio may enter into repurchase agreements. A repurchase
agreement is a contract under which the Portfolio acquires a security
for a relatively short period (usually not more than one week) subject
to the obligation of the seller to repurchase and the Portfolio to
resell such security at a fixed time and price (representing the
Portfolio's cost plus interest). It is the Trust's present intention to
enter into repurchase agreements only with member banks of the Federal

-3-

<PAGE>

Reserve System and securities dealers meeting certain criteria as to
creditworthiness and financial condition established by the Trustees of
the Trust and only with respect to obligations of the U.S. government or
its agencies or instrumentalities or other high quality short term debt
obligations. Repurchase agreements may also be viewed as loans made by the
Portfolio which are collateralized by the securities subject to
repurchase. The investment adviser will monitor such transactions to
ensure that the value of the underlying securities will be at least
equal at all times to the total amount of the repurchase obligation,
including the interest factor. If the seller defaults, the Portfolio could
realize a loss on the sale of the underlying security to the extent that
the proceeds of sale including accrued interest are less than the resale
price provided in the agreement including interest. In addition, if the
seller should be involved in bankruptcy or insolvency proceedings, the
Portfolio may incur delay and costs in selling the underlying security
or may suffer a loss of principal and interest if the Portfolio is treated
as an unsecured creditor and required to return the underlying
collateral to the seller's estate.

Tax-Exempt Securities

General description. As used in the prospectus and in this Statement
the term "Tax-Exempt Securities" includes debt obligations issued by a state,
its political subdivisions (for example, counties, cities, towns, villages,
districts and authorities) and their agencies, instrumentalities or other
governmental units, the interest from which is, in the opinion of bond counsel,
exempt from federal income tax. Such obligations are issued to obtain funds for
various public purposes, including the construction of a wide range of public
facilities, such as airports, bridges, highways, housing, hospitals, mass
transportation, schools, streets and water and sewer works. Other public
purposes for which Tax-Exempt Securities may be issued include the refunding of
outstanding obligations or the payment of general operating expenses. Short-term
Tax-Exempt Securities are generally issued by state and local governments and
public authorities as interim financing in anticipation of tax collections,
revenue receipts, or bond sales to finance such public purposes. In addition,
certain types of "private activity" bonds may be issued by public authorities to
finance such projects as privately operated housing facilities and certain local
facilities for water supply, gas, electricity or sewage or solid waste disposal,
student loans, or the obtaining of funds to lend to public or private
institutions for the construction of facilities such as educational, hospital
and housing facilities. Other types of private activity bonds, the proceeds of
which are used for the construction, repair or improvement of, or to obtain
equipment for, privately operated industrial or commercial facilities, may
constitute Tax-Exempt Securities, although the current federal tax laws place
substantial limitations on the size of such issues. Tax-Exempt Securities also
include tax-exempt commercial paper, which are promissory notes issued by
municipalities to enhance their cash flows.

Participation interests. The Portfolio may invest in Tax-Exempt
Securities either by purchasing them directly or by purchasing certificates of
accrual or similar instruments evidencing direct ownership of interest payments
or principal payments, or both, on Tax-Exempt Securities, provided that, in the
opinion of counsel to the initial seller of each such certificate or instrument,
any discount accruing on the certificate or instrument that is purchased at a
yield not greater than the coupon rate of interest on the related Tax-

-4-

<PAGE>

Exempt Securities will be exempt from federal income tax to the same extent as
interest on the Tax-Exempt Securities. The Portfolio may also invest in
Tax-Exempt Securities by purchasing from banks participation interests in all or
part of specific holdings of Tax-Exempt Securities. These participations may be
backed in whole or in part by an irrevocable letter of credit or guarantee of
the selling bank. The selling bank may receive a fee from a Fund in connection
with the arrangement.

Stand-by commitments. When the Portfolio purchases Tax-Exempt
Securities, it has the authority to acquire stand-by commitments from banks and
broker-dealers with respect to those Tax-Exempt Securities. A stand-by
commitment may be considered a security independent of the state tax-exempt
security to which it relates. The amount payable by a bank or dealer during the
time a stand-by commitment is exercisable, absent unusual circumstances, would
be substantially the same as the market value of the underlying Tax-Exempt
Security to a third party at any time. The Portfolio expects that stand-by
commitments generally will be available without the payment of direct or
indirect consideration. No Fund expects to assign any value to stand-by
commitments.

Yields. The yields on Tax-Exempt Securities depend on a variety of
factors, including general money market conditions, effective marginal tax
rates, the financial condition of the issuer, general conditions of the
tax-exempt security market, the size of a particular offering, the maturity of
the obligation and the rating of the issue. The ratings of Moody's Investors
Service, Inc. and Standard & Poor's represent their opinions as to the quality
of the Tax-Exempt Securities which they undertake to rate. It should be
emphasized, however, that ratings are general and are not absolute standards of
quality. Consequently, Tax-Exempt Securities with the same maturity and interest
rate but with different ratings may have the same yield. Yield disparities may
occur for reasons not directly related to the investment quality of particular
issues or the general movement of interest rates, due to such factors as changes
in the overall demand or supply of various types of Tax-Exempt Securities or
changes in the investment objectives of investors. Subsequent to purchase by the
Portfolio, an issue of Tax-Exempt Securities or other investments may cease to
be rated or its rating may be reduced below the minimum rating required for
purchase by the Portfolio. Neither event will require the elimination of an
investment from the Portfolio's portfolio, but Mentor Advisors will consider
such an event in its determination of whether the Portfolio should continue to
hold an investment in its portfolio.

"Moral obligation" bonds. The Portfolio does not currently intend to
invest in so-called "moral obligation" bonds, where repayment is backed by a
moral commitment of an entity other than the issuer, unless the credit of the
issuer itself, without regard to the "moral obligation," meets the investment
criteria established for investments by the Portfolio.

-5-

<PAGE>

Additional risks. Securities in which the Portfolio may invest,
including Tax-Exempt Securities, are subject to the provisions of bankruptcy,
insolvency and other laws affecting the rights and remedies of creditors, such
as the federal Bankruptcy Code (including special provisions related to
municipalities and other public entities), and laws, if any, which may be
enacted by Congress or state legislatures extending the time for payment of
principal or interest, or both, or imposing other constraints upon enforcement
of such obligations. There is also the possibility that as a result of
litigation or other conditions the power, ability or willingness of issuers to
meet their obligations for the payment of interest and principal on their
Tax-Exempt Securities may be materially affected. There is no assurance that any
issuer of a Tax-Exempt Security will make full or timely payments of principal
or interest or remain solvent.

From time to time, proposals have been introduced before Congress for
the purpose of restricting or eliminating the federal income tax-exemption for
interest on debt obligations issued by states and their political subdivisions.
Federal tax laws limit the types and amounts of tax-exempt bonds issuable for
certain purposes, especially industrial development bonds and private activity
bonds. Such limits may affect the future supply and yields of these types of
Tax-Exempt Securities. Further proposals limiting the issuance of tax-exempt
bonds may well be introduced in the future. If it appeared that the availability
of Tax-Exempt Securities for investment by the Portfolio and the value of the
Portfolio's portfolio could be materially affected by such changes in law, the
Trustees of the Trust would reevaluate the Portfolio's investment objectives and
policies and consider changes in the structure of the Portfolio or its
dissolution.

Loans of Portfolio Securities

The Portfolio may lend its portfolio securities, provided: (1)
the loan is secured continuously by collateral consisting of U.S.
Government Securities, cash, or cash equivalents adjusted daily to have
market value at least equal to the current market value of the
securities loaned; (2) the Portfolio may at any time call the loan and
regain the securities loaned; (3) a Portfolio will receive any interest
or dividends paid on the loaned securities; and (4) the aggregate market
value of securities of any Portfolio loaned will not at any time exceed
one-third (or such other limit as the Trustee may establish) of the
total assets of the Portfolio. Cash collateral received by the Portfolio
may be invested in any securities in which the Portfolio may invest
consistent with its investment policies. In addition, it is anticipated
that the Portfolio may share with the borrower some of the income received
on the collateral for the loan or that it will be paid a premium for the
loan. Before the Portfolio enters into a loan, its investment adviser
considers all relevant facts and circumstances including the
creditworthiness of the borrower. The risks in lending portfolio
securities, as with other extensions of credit, consist of possible
delay in recovery of the securities or possible loss of rights in the
collateral should the borrower fail financially. Although voting rights
or rights to consent with respect to the loaned securities pass to the
borrower, the Portfolio retains the right to call the loans at any time on
reasonable notice, and it will do so in order that the securities may be
voted by the Portfolio if the holders of such securities are asked to vote
upon or consent to matters materially affecting the investment. The
Portfolio will not lend portfolio securities to borrowers affiliated
with the Portfolio.

-6-

<PAGE>

MANAGEMENT OF THE TRUST

The following table provides biographical information with respect to
each Trustee and officer of the Trust. Each Trustee who is an "interested
person" of the Trust, as defined in the 1940 Act, is indicated by an asterisk.

<TABLE>
<CAPTION>
Position Held Principal Occupation
Name and Address with Portfolio During Past 5 Years
- ---------------- -------------- -------------------
<S> <C>
*Daniel J. Ludeman Chairman; Trustee Chairman and Chief Executive
Officer, Mentor Investment
Group, LLC; Managing Director,
Wheat, First Securities, Inc.;
Director, Wheat First Butcher
Singer, Inc.; Chairman and
Director, Mentor Income Fund,
Inc. and America's Utility Fund,
Inc.; Chairman and Trustee,
Mentor Institutional Trust and
Cash Resource Trust.

Louis W. Moelchert, Jr. Trustee Vice President for Investments,
University of Richmond; Trustee,
Mentor Institutional Trust and Cash
Resource Trust; Director, America's
Utility Fund, Inc. and Mentor Income
Fund, Inc.

<PAGE>

Thomas F. Keller Trustee Professor of Business Administration
and former Dean, Fuqua School of
Business, Duke University; Trustee,
Mentor Institutional Trust and Cash
Resource Trust; Director, America's
Utility Fund, Inc. and Mentor Income
Fund, Inc.

Arnold H. Dreyfuss Trustee Chairman, Eskimo Pie Corp.; formerly,
Chairman and Chief Executive Officer,
Hamilton Beach/Proctor-Silex, Inc.;
Trustee, Mentor Institutional Trust and
Cash Resource Trust; Director,
America's Utility Fund, Inc. and Mentor
Income Fund, Inc.

Troy A. Peery, Jr. Trustee President, Heilig-Meyers Company;
Trustee, Mentor Institutional Trust and
Cash Resource Trust; Director,
America's Utility Fund, Inc. and Mentor
Income Fund, Inc.

*Peter J. Quinn, Jr. Trustee President, Mentor Distributors, LLC; Managing Director, Mentor Investment
Group, LLC and Wheat First Butcher Singer, Inc.; formerly, Senior Vice
President/Director of Mutual Funds, Wheat First Butcher Singer, Inc.;
Trustee, Mentor Institutional Trust and Cash Resource Trust; Director,
America's Utility Fund, Inc. and Mentor Income Fund, Inc.

Arch T. Allen, III Trustee Attorney at law, Raleigh, North Carolina; Trustee, Mentor
Institutional Trust and Case Resource Trust; Director, Mentor Income Fund,
Inc. and America's Utility Fund, Inc.; formerly, Vice Chancellor for
Development and University Relations, University of North Carolina at
Chapel Hill.

<PAGE>

Weston E. Edwards Trustee President, Weston Edwards &
Associates; Trustee, Mentor
Institutional Trust and Cash Resource
Trust; Director, Mentor Income Fund,
Inc. and America's Utility Fund, Inc.;
Founder and Chairman, The Housing
Roundtable; formerly, President, Smart
Mortgage Access, Inc.

Jerry R. Barrentine Trustee President, J.R. Barrentine &
Associates; Trustee, Mentor
Institutional Trust and Cash Resource
Trust; Director, Mentor Income Fund,
Inc. and America's Utility Fund, Inc.;
formerly, Executive Vice President and
Chief Financial Officer, Barclays/American Mortgage Director Corporation;
Managing Partner, Barrentine Lott & Associates.

J. Garnett Nelson Trustee Consultant, Mid-Atlantic Holdings, LLC; Trustee, Mentor Institutional Trust
and Cash Resource Trust; Director, Mentor Income Fund, Inc., America's
Utility Fund, Inc., GE Investment Funds, Inc., and Lawyers Title Corporation;
Member, Investment Advisory Committee, Virginia Retirement System; formerly,
Senior Vice President, The Life Insurance Company of Virginia.

Paul F. Costello President Managing Director, Mentor Investment Group, LLC, Wheat First Butcher Singer,
Inc., and Mentor Investment Advisors, LLC; President, Mentor Income Fund, Inc.,
America's Utility Fund, Inc., Mentor Institutional Trust, and Cash Resource
Trust; Director, Mentor Perpetual Advisors, LLC and Mentor Trust Company.

<PAGE>

Terry L. Perkins Treasurer Senior Vice President, Mentor Investment Group, LLC; Treasurer, Cash Resource
Trust, Mentor Income Fund, Inc., and Mentor Institutional Trust; Treasurer and
Senior Vice President, America's Utility Fund, Inc.; formerly, Treasurer and
Comptroller, Ryland Capital Management, Inc.

Michael Wade Assistant Vice President, Mentor Investment Group, LLC; Assistant Treasurer, Cash
Treasurer Resource Trust, Mentor Income Fund, Inc., Mentor Institutional Trust, and
America's Utility Fund, Inc.; formerly, Senior Accountant, Wheat First Butcher
Singer, Inc.; Audit Senior, BDO Seidman.

Geoffrey B. Sale Secretary Associate Vice President Mentor Investment Group, LLC; Clerk Mentor
Institutional Trust; Secretary Cash Resource Trust, Mentor Income Fund,
Inc., Mentor Funds and Mentor Variable Investment Portfolios.

</TABLE>

The table below shows the fees paid to each Trustee by the Trust
for the 1997 fiscal year and the fees paid to each Trustee by all funds in the
Mentor family (including the Trust) during the 1997 calendar year.

<PAGE>

Total compensation
Aggregate compensation from all
Trustees from the Trust complex funds (23 Funds)
- -------- ---------------------- -------------------------
Daniel J. Ludeman 0 0
Arnold H. Dreyfuss $6,000 $12,200
Thomas F. Keller $6,000 $12,200
Louis W. Moelchert, Jr. $6,000 $12,200
Stanley F. Pauley* $6,000 $12,200
Troy A. Peery, Jr. $5,500 $11,175
Peter J. Quinn, Jr. $ 0 $ 0
Arch T. Allen, III+ $ 0 $ 0
Weston E. Edwards+ $ 0 $ 0
Jerry R. Barrentine+ $ 0 $ 0
J. Barnett Nelson+ $ 0 $ 0

- -------------
* Resigned as Trustee effective December 22, 1997
+ Elected Trustee December 22, 1997

The Trustees do not receive pension or retirement benefits from the
Trust.

The Agreement and Declaration of Trust of the Trust provides that the
Trust will indemnify its Trustees and officers against liabilities and expenses
incurred in connection with litigation in which they may be involved because of
their offices with the Trust, except if it is determined in the manner specified
in the Agreement and Declaration of Trust that they have not acted in good faith
in the reasonable belief that their actions were in the best interests of the
Trust or that such indemnification would relieve any officer or Trustee of any
liability to the Trust or its Shareholders by reason of willful misfeasance, bad
faith, gross negligence, or reckless disregard of his or her duties. The Trust,
at its expense, provides liability insurance for the benefit of its Trustees and
officers.

<PAGE>

PRINCIPAL HOLDERS OF SECURITIES

As of October ,1998, the Portfolio had no shares outstanding.

<PAGE>

INVESTMENT ADVISORY AND OTHER SERVICES

Investment Advisory Services

Mentor Investment Advisors, LLC ("Mentor Advisors") serves as
investment adviser to the Portfolio pursuant to a Management Contract with
the Trust. Subject to the supervision and direction of the Trustees, Mentor
Advisors manages the Portfolio's portfolio in accordance with the stated
policies of the Portfolio and of the Trust. Mentor Advisors makes investment
decisions for the Portfolio and places the purchase and sale orders for
portfolio transactions. Mentor Advisors bears all of its expenses in connection
with the performance of its services. In addition, Mentor Advisors pays the
salaries of all officers and employees who are employed by it and the Trust.

Mentor Advisors provides the Portfolio with investment officers
who are authorized to execute purchases and sales of securities.
Investment decisions for the Portfolio and for the other investment
advisory clients of Mentor Advisors and its affiliates are made with a
view to achieving their respective investment objectives. Investment
decisions are the product of many factors in addition to basic
suitability for the particular client involved. Thus, a particular
security may be bought or sold for certain clients even though it could
have been bought or sold for other clients at the same time. Likewise, a
particular security may be bought for one or more clients when one or
more other clients are selling the security. In some instances, one
client may sell a particular security to another client. It also
sometimes happens that two or more clients simultaneously purchase or
sell the same security, in which event each day's transactions in such
security are, insofar as possible, averaged as to price and allocated
between such clients in a

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<PAGE>

manner which in an investment adviser's opinion is equitable to each and
in accordance with the amount being purchased or sold by each. There may
be circumstances when purchases or sales of portfolio securities for one
or more clients will have an adverse effect on other clients. In the
case of short-term investments, the Treasury area of Wheat First Butcher
Singer handles purchases and sales under guidelines approved by
investment officers of the Trust. Mentor Advisors employs a professional
staff of portfolio managers who draw upon a variety of resources,
including Wheat, First Securities, Inc., an affiliate of Mentor
Advisors, for research information for the Portfolio.

The proceeds received by the Portfolio for each issue or sale
of its shares, and all income, earnings, profits, and proceeds thereof,
subject only to the rights of creditors, will be specifically allocated
to the Portfolio, and constitute the underlying assets of the
Portfolio. The underlying assets of the Portfolio will be segregated on
the Trust's books of account, and will be charged with the liabilities
in respect of the Portfolio and with a share of the general liabilities
of the Trust. Expenses with respect to the Portfolio may be allocated in
proportion to the net asset values of the Portfolio except where
allocations of direct expenses can otherwise be fairly made.

Expenses incurred in the operation of the Portfolio or otherwise
allocated to the Portfolio, including but not limited to taxes, interest,
brokerage fees and commissions, fees to Trustees who are not officers,
directors, stockholders, or employees of Wheat First Butcher Singer and
subsidiaries, SEC fees and related expenses, state Blue Sky qualification fees,
charges of the custodian and transfer and dividend disbursing agents, outside
auditing, accounting, and legal services, investor servicing fees and expenses,
charges for the printing of prospectuses and statements of additional
information for regulatory purposes or for distribution to shareholders, certain
shareholder report charges and charges relating to corporate matters are borne
by the Portfolio.

The Management Contract is subject to annual approval by (i) the
Trustees or (ii) vote of a majority (as defined in the 1940 Act) of the
outstanding voting securities of the Portfolio, provided that in either
event the continuance is also approved by a majority of the Trustees who are not
"interested persons" (as defined in the 1940 Act) of the Trust or Mentor
Advisors, by vote cast in person at a meeting called for the purpose of voting
on such approval. The Management Contract is terminable without penalty, on not
more than sixty days' notice and not less than thirty days' notice, by the
Trustees, by vote of the holders of a majority of the affected Portfolio's
shares, or by Mentor Advisors. The Management Contract terminates automatically
in the event of its assignment (as defined in the 1940 Act).

Under the Management Contract, the Portfolio pays management fees to
Mentor Advisors monthly at the following annual rates (based on average net
assets of a Portfolio): 0.22% of the first $500 million; 0.20% of the next $500
million; 0.175% of the next $1 billion; 0.16% of the next $1 billion; and 0.15%
of any amounts over $3 billion.

-9-

<PAGE>

BROKERAGE

Transactions on U.S. stock exchanges, commodities markets, and
futures markets and other agency transactions involve the payment by the
Portfolio of negotiated brokerage commissions. Such commissions vary
among different brokers. A particular broker may charge different
commissions according to such factors as the difficulty and size of the
transaction. Transactions in foreign investments often involve the
payment of fixed brokerage commissions, which may be higher than those
in the United States. There is generally no stated commission in the
case of securities traded in the over-the-counter markets, but the price
paid by the Portfolio usually includes an undisclosed dealer commission
or mark-up. In underwritten offerings, the price paid by the Portfolio
includes a disclosed, fixed commission or discount retained by the
underwriter or dealer. It is anticipated that most purchases and sales
of portfolio securities by the Portfolio will be with the issuer or with
underwriters of or dealers in those securities, acting as principal.
Accordingly, the Portfolio would not ordinarily pay significant
brokerage commissions with respect to securities transactions.

It has for many years been a common practice in the investment
advisory business for advisers of investment companies and other
institutional investors to receive brokerage and research services (as
defined in the Securities Exchange Act of 1934, as amended (the "1934
Act")) from broker-dealers that execute portfolio transactions for the
clients of such advisers and from third parties with which such
broker-dealers have arrangements. Consistent with this practice, Mentor
Advisors receives brokerage and research services and other similar
services from many broker-dealers with which it places the Portfolios'
portfolio transactions and from third parties with which these
broker-dealers have arrangements. These services include such matters as
general economic and market reviews, industry and company reviews,
evaluations of investments, recommendations as to the purchase and sale
of investments, newspapers, magazines, pricing services, quotation
services, news services and personal computers utilized by the
investment advisers' managers and analysts. Where the services referred
to above are not used exclusively by Mentor Advisors for research
purposes, Mentor Advisors, based upon its own allocations of expected
use, bears that portion of the cost of these services which directly
relates to its non-research use. Some of these services are of value to
Mentor Advisors and its affiliates in advising various of its clients
(including the Portfolio), although not all of these services are
necessarily useful and of value in managing the Portfolio.

Mentor Advisors places all orders for the purchase and sale of
portfolio investments for the Portfolio and buys and sells investments
for the Portfolio through a substantial number of brokers and dealers.
Mentor Advisors seeks the best overall terms available for the
Portfolio, except to the extent it may be permitted to pay higher
brokerage commissions as described below. In doing so, Mentor Advisors,
having in mind the Portfolio's best interests, considers all factors it
deems relevant, including, by way of illustration, price, the size of
the transaction, the nature of the market for the security or other
investment, the amount of the commission, the timing of the transaction
taking into account market prices and trends, the reputation, experience

-10-

<PAGE>

and financial stability of the broker-dealer involved and the quality of
service rendered by the broker-dealer in other transactions.

As permitted by Section 28(e) of the 1934 Act, and by the
Management Contract, Mentor Advisors may cause the Portfolio to pay a
broker-dealer which provides "brokerage and research services" (as
defined in the 1934 Act) to it an amount of disclosed commission for
effecting securities transactions on stock exchanges and other
transactions for the Portfolio on an agency basis in excess of the
commission which another broker-dealer would have charged for effecting
that transaction. Mentor Advisors' authority to cause the Portfolio to pay
any such greater commissions is also subject to such policies as the
Trustees may adopt from time to time. Mentor Advisors does not currently
intend to cause the Portfolio to make such payments. It is the position of
the staff of the Securities and Exchange Commission that Section 28(e)
does not apply to the payment of such greater commissions in "principal"
transactions. Accordingly, Mentor Advisors will use its best efforts to
obtain the best overall terms available with respect to such
transactions, as described above.

Consistent with the Rules of Fair Practice of the National
Association of Securities Dealers, Inc. and subject to such other
policies as the Trustees may determine, Mentor Advisors may consider
sales of shares of the Portfolio (and, if permitted by law, of the other
Mentor funds) as a factor in the selection of broker-dealers to execute
portfolio transactions for the Portfolio.

The Trustees have determined that portfolio transactions for
the Trust may be effected through Wheat, First Securities, Inc.
("Wheat") or EVEREN Securities, Inc. ("EVEREN"), broker-dealers
affiliated with Mentor Advisors. The Trustees have adopted certain
policies incorporating the standards of Rule 17e-l issued by the SEC
under the 1940 Act which requires, among other things, that the
commissions paid to Wheat and EVEREN must be reasonable and fair
compared to the commissions, fees, or other remuneration received by
other brokers in connection with comparable transactions involving
similar securities during a comparable period of time. Wheat and EVEREN
will not participate in brokerage commissions paid by the Portfolio to
other brokers or dealers. Over-the-counter purchases and sales are
transacted directly with principal market makers except in those cases
in which better prices and executions may be obtained elsewhere. The
Portfolio will in no event effect principal transactions with Wheat or
EVEREN in over-the-counter securities in which Wheat or EVEREN makes a
market, as the case may be.

Under rules adopted by the SEC, neither Wheat nor EVEREN may
execute transactions for the Portfolio on the floor of any national
securities exchange, but either may effect transactions for the Portfolio
by transmitting orders for execution and arranging for the performance
of this function by members of the exchange not associated with them.
Wheat and EVEREN will be required to pay fees charged to those persons
performing the floor brokerage elements out of the brokerage
compensation it receives from the Portfolio. The Trust has been

-11-

<PAGE>

advised by Wheat that, on most transactions, the floor brokerage
generally constitutes from 5% and 10% of the total commissions paid.

DETERMINATION OF NET ASSET VALUE

The Trust determines net asset value per share of the Portfolio
twice each day as of 12:00 noon and as of the close of regular trading
(generally 4:00 p.m. New York time) on each day the New York Stock Exchange
(the "Exchange") is open. Currently, the Exchange is closed Saturdays,
Sundays, and the following holidays: New Year's Day, Martin Luther King, Jr.
Day, Presidents' Day, Good Friday, Memorial Day, the Fourth of July, Labor
Day, Thanksgiving, and Christmas.

The valuation of the Portfolio's portfolio securities is based
upon its amortized cost, which does not take into account unrealized
securities gains or losses. This method involves initially valuing an
instrument at its cost and thereafter assuming a constant amortization
to maturity of any discount or premium, regardless of the impact of
fluctuating interest rates on the market value of the instrument. By
using amortized cost valuation, the Portfolio seeks to maintain a
constant net asset value of $1.00 per share, despite minor shifts in the
market value of its portfolio securities. While this method provides
certainty in valuation, it may result in periods during which value, as
determined by amortized cost, is higher or lower than the price the
Portfolio would receive if it sold the instrument. During periods of
declining interest rates, the quoted yield on shares of the Portfolio may
tend to be higher than a like computation made by a fund with identical
investments utilizing a method of valuation based on market prices and
estimates of market prices for all of its portfolio instruments. Thus,
if the use of amortized cost by the Portfolio resulted in a lower
aggregate portfolio value on a particular day, a prospective investor in
the Portfolio would be able to obtain a somewhat higher yield if he
purchased shares of the Portfolio on that day, than would result from
investment in a fund utilizing solely market values, and existing
investors in the Portfolio would receive less investment income. The
converse would apply on a day when the use of amortized cost by the
Portfolio resulted in a higher aggregate portfolio value. However, as a
result of certain procedures adopted by the Trust, the Trust believes
any difference will normally be minimal.

The valuation of the Portfolio's portfolio instruments at
amortized cost is permitted in accordance with Securities and Exchange
Commission Rule 2a-7 and certain procedures adopted by the Trustees.
Under these procedures, the Portfolio must maintain a dollar-weighted
average portfolio maturity of 90 days or less, purchase only instruments
having remaining maturities of 397 days or less, and invest in
securities determined by the Trustees to be of high quality with minimal
credit risks. The Trustees have also established procedures designed to
stabilize, to the extent reasonably possible, the Portfolio's price per
share as computed for the purpose of distribution, redemption and
repurchase at $1.00. These procedures include review of the Portfolio's
portfolio holdings by the Trustees, at such intervals as they may deem
appropriate, to determine whether the Portfolio's net asset value
calculated by using readily available market quotations deviates from
$1.00 per share, and, if so, whether such deviation may result in
material dilution or is otherwise unfair to existing shareholders. In
the event the Trustees

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<PAGE>

determine that such a deviation may result in material dilution or is
otherwise unfair to existing shareholders, they will take such
corrective action as they regard as necessary and appropriate, including
the sale of portfolio instruments prior to maturity to realize capital
gains or losses or to shorten the average portfolio maturity;
withholding dividends; redemption of shares in kind; or establishing a
net asset value per share by using readily available market quotations.

Since the net income of the Portfolio is declared as a dividend
each time it is determined, the net asset value per share of the Portfolio
remains at $1.00 per share immediately after such determination and
dividend declaration. Any increase in the value of a shareholder's
investment in the Portfolio representing the reinvestment of dividend
income is reflected by an increase in the number of shares of the
Portfolio in the shareholder's account on the last day of each month
(or, if that day is not a business day, on the next business day). It is
expected that the Portfolio's net income will be positive each time it is
determined. However, if because of realized losses on sales of portfolio
investments, a sudden rise in interest rates, or for any other reason
the net income of the Portfolio determined at any time is a negative
amount, the Portfolio will offset such amount allocable to each then
shareholder's account from dividends accrued during the month with
respect to such account. If at the time of payment of a dividend by the
Portfolio (either at the regular monthly dividend payment date, or, in
the case of a shareholder who is withdrawing all or substantially all of
the shares in an account, at the time of withdrawal), such negative
amount exceeds a shareholder's accrued dividends, the Portfolio will
reduce the number of outstanding shares by treating the shareholder as
having contributed to the capital of the Portfolio that number of full
and fractional shares which represent the amount of the excess. Each
shareholder is deemed to have agreed to such contribution in these
circumstances by its investment in the Portfolio.

Should the Portfolio incur or anticipate any unusual or
unexpected significant expense or loss which would affect
disproportionately the Portfolio's income for a particular period, the
Trustees would at that time consider whether to adhere to the dividend
policy described above or to revise it in light of the then prevailing
circumstances in order to ameliorate to the extent possible the
disproportionate effect of such expense or loss on then existing
shareholders. Such expenses or losses may nevertheless result in a
shareholder's receiving no dividends for the period during which the
shares are held and receiving upon redemption a price per share lower
than that which was paid.

TAX STATUS

The Portfolio intends to qualify each year and elect to be
taxed as a regulated investment company under Subchapter M of the United
States Internal Revenue Code of 1986, as amended (the "Code").

As a regulated investment company qualifying to have its tax
liability determined under Subchapter M, the Portfolio will not be subject
to federal income tax on any of its net investment

-13-

<PAGE>

income or net realized capital gains that are distributed to
shareholders. As a series of Massachusetts business trust, the Portfolio
will not under present law be subject to any excise or income taxes in
Massachusetts.

In order to qualify as a "regulated investment company," the
Portfolio must, among other things, (a) derive at least 90% of its gross income
from dividends, interest, payments with respect to securities loans, gains from
the sale or other dispositions of stock, securities, or foreign currencies, and
other income (including gains from options, futures, or forward contracts)
derived with respect to its business of investing in such stock, securities, or
currencies; and (b) diversify its holdings so that, at the close of each quarter
of its taxable year, (i) at least 50% of the value of its total assets consists
of cash, cash items, U.S. Government Securities, and other securities limited
generally with respect to any one issuer to not more than 5% of the total assets
of the Portfolio and not more than 10% of the outstanding voting securities of
such issuer, and (ii) not more than 25% of the value of its assets is invested
in the securities of any issuer (other than U.S. Government Securities). In
order to receive the favorable tax treatment accorded regulated investment
companies and their shareholders, moreover, a Portfolio must in general
distribute at least 90% of its interest, dividends, net short-term capital gain,
and certain other income each year.

An excise tax at the rate of 4% will be imposed on the excess,
if any, of the Portfolio's "required distribution" over its actual
distributions in any calendar year. Generally, the "required
distribution" is 98% of the Portfolio's ordinary income for the calendar
year plus 98% of its capital gain net income recognized during the
one-year period ending on October 31 (or December 31, if the Portfolio
so elects) plus undistributed amounts from prior years. Each Portfolio
intends to make distributions sufficient to avoid imposition of the
excise tax. Distributions declared by a Portfolio during October,
November, or December to shareholders of record on a date in any such
month and paid by the Portfolio during the following January will be
treated for federal tax purposes as paid by the Portfolio and received
by shareholders on December 31 of the year in which declared.

Under federal income tax law, a portion of the difference
between the purchase price of zero-coupon securities in which a
Portfolio has invested and their face value ("original issue discount")
is considered to be income to the Portfolio each year, even though the
Portfolio will not receive cash interest payments from these securities.
This original issue discount (imputed income) will comprise a part of
the net investment income of the Portfolio which must be distributed to
shareholders in order to maintain the qualification of the Portfolio as
a regulated investment company and to avoid federal income tax at the
level of the Portfolio.

The Portfolio is required to withhold 31% of all income
dividends and capital gain distributions, and 31% of the gross proceeds
of all redemptions of Portfolio shares, in the case of any shareholder
who does not provide a correct taxpayer identification number, about
whom the

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<PAGE>

Portfolio is notified that the shareholder has under reported income in the
past, or who fails to certify to the Portfolio that the shareholder is not
subject to such withholding. Tax-exempt shareholders are not subject to these
back-up withholding rules so long as they furnish the Portfolio with a proper
certification.

Exempt-interest dividends. The Portfolio will be qualified to pay
exempt-interest dividends to its shareholders only if, at the close of each
quarter of the Portfolio's taxable year, at least 50% of the total value of the
Fund's assets consists of obligations the interest on which is exempt from
federal income tax. Distributions that the Portfolio properly designates as
exempt-interest dividends are treated as interest excludable from shareholders'
gross income for federal income tax purposes but may be taxable for federal
alternative minimum tax purposes and for state and local purposes. If the
Portfolio intends to be qualified to pay exempt-interest dividends, the
Portfolio may be limited in its ability to enter into taxable transactions
involving forward commitments, repurchase agreements, financial futures and
options contracts on financial futures, tax-exempt bond indices and other
assets.

Part or all of the interest on indebtedness, if any, incurred or
continued by a shareholder to purchase or carry shares of the Portfolio paying
exempt-interest dividends is not deductible. The portion of interest that is not
deductible is equal to the total interest paid or accrued on the indebtedness,
multiplied by the percentage of the Portfolio's total distributions (not
including distributions from net long-term capital gains) paid to the
shareholder that are exempt-interest dividends. Under rules used by the Internal
Revenue Service for determining when borrowed funds are considered used for the
purpose of purchasing or carrying particular assets, the purchase of shares may
be considered to have been made with borrowed funds even though such funds are
not directly traceable to the purchase of shares.

In general, exempt-interest dividends, if any, attributable to interest
received on certain private activity obligations and certain industrial
development bonds will not be tax-exempt to any shareholders who are
"substantial users" of the facilities financed by such obligations or bonds or
who are "related persons" of such substantial users.

The Portfolio which is qualified to pay exempt-interest dividends will
inform investors within 60 days of the Portfolio's fiscal year-end of the
percentage of its income distributions designated as tax-exempt. The percentage
is applied uniformly to all distributions made during the year. The percentage
of income designated as tax-exempt for any particular distribution may be
substantially different from the percentage of the Portfolio's income that was
tax-exempt during the period covered by the distribution.

<PAGE>

Securities issued or purchased at a discount. The Portfolio's
investment in securities issued at a discount and certain other obligations will
(and investments in securities purchased at a discount may) require the Fund to
accrue and distribute income not yet received. In order to generate sufficient
cash to make the requisite distributions, the Portfolio may be required to sell
securities in its portfolio that it otherwise would have continued to hold.

The foregoing is a general and abbreviated summary of the
applicable provisions of the Code and related regulations currently in
effect. For the complete provisions, reference should be made to the
pertinent Code sections and regulations. The Code and regulations are
subject to change by legislative or administrative actions. Dividends
and distributions also may be subject to state and federal taxes.
Shareholders are urged to consult their tax advisers regarding specific
questions as to federal, state or local taxes. The foregoing discussion
relates solely to U.S. federal income tax law. Non-U.S. investors should
consult their tax advisers concerning the tax consequences of ownership
of shares of a Portfolio, including the possibility that distributions
may be subject to a 30% United States withholding tax (or a reduced rate
of withholding provided by treaty).

THE DISTRIBUTOR

Mentor Distributors, LLC, located at 3435 Stelzer Road, Columbus,
Ohio 43219, is the principal distributor of the Portfolio's shares. Mentor
Distributors is acting on a best efforts basis in the continuous offering of the
Trust's shares. Mentor Distributors, LLC is a wholly owned subsidiary of BISYS
Fund Services, Inc.

INDEPENDENT ACCOUNTANTS

______________ are the Portfolio's independent auditors, providing
audit services, tax return review, and other tax consulting services.

CUSTODIAN

The custodian of the Portfolio, Investors Fiduciary Trust
Company, is located at 127 West 10th Street, Richmond, Virginia 64105. A
custodian's responsibilities include generally safeguarding and
controlling a Portfolio's cash and securities, handling the receipt and
delivery of securities, and collecting interest and dividends on a
Portfolio's investments.

PERFORMANCE INFORMATION

The yield of the Portfolio is computed by determining the
percentage net change, excluding capital changes, in the value of an
investment in one share of the Portfolio over the base period, and
multiplying the net change by 365/7 (or approximately 52 weeks). The
Portfolio's effective yield represents a compounding of the yield by
adding 1 to the number representing the

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<PAGE>

percentage change in value of the investment during the base period,
raising that sum to a power equal to 365/7, and subtracting 1 from the
result.

EQUIVALENT YIELDS: TAX-EXEMPT VERSUS TAXABLE SECURITIES

The table below shows the effect of the tax status of Tax-Exempt Securities on
the effective yield received by their individual holders under the federal
income tax laws in effect for 1997. It gives the approximate yield a taxable
security must earn at various income levels to produce after-tax yields
equivalent to those of Tax-Exempt Securities yielding from 2.0% to 10.0%.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
1997
Marginal
Taxable Income* federal Tax-exempt yield
______________ income -----------------------------------------------------------------------------
tax**
Single Joint Rate 2% 3% 4% 5% 6% 7% 8% 9% 10%
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> Equivalent taxable yield

$0 - 24,650 $0 - 41,200 15.00% 2.35% 3.53% 4.71% 5.88% 7.06% 8.24% 9.41% 10.59% 11.76%
24,651 - 59,750 41,201 - 99,600 28.00% 2.78% 4.17% 5.56% 6.94% 8.33% 9.72% 11.11% 12.50% 13.89%
59,751 - 124,650 99,601 - 151,750 31.00% 2.90% 4.35% 5.80% 7.25% 8.70% 10.15% 11.59% 13.04% 14.49%
124,651 - 271,050 151,751 - 271,050 36.00% 3.13% 4.69% 6.25% 7.81% 9.38% 10.94% 12.50% 14.06% 15.63%
over 271,051 over 271,051 39.60% 3.31% 4.97% 6.62% 8.28% 9.93% 11.59% 13.25% 14.90% 16.56%
</TABLE>

- ------------------
* This amount represents taxable income as defined in the Internal
Revenue Code of 1986, as amended (the "Code"), after any deduction for
personal exemptions and the greater of the standard deduction or
itemized deductions.

** These rates are the marginal federal income tax rates on taxable income
in effect for 1997 under the Code.

Of course, there is no assurance that the Portfolio will achieve any
specific tax-exempt yield. While it is expected that the Portfolio will invest
principally in obligations which pay interest exempt from federal income tax,
other income received by the Portfolio may be taxable. The table does not take
into account any state or local taxes payable on Portfolio distributions.

Independent statistical agencies measure the Portfolio's
investment performance and publish comparative information showing how
the Portfolio, and other investment companies, performed in specified
time periods. Agencies whose reports are commonly used for such
comparisons are set forth below. From time to time, the Portfolio may
distribute these comparisons to its shareholders or to potential
investors. The agencies listed below measure performance based on the
basis of their own criteria rather than on the basis of the standardized
performance measures described above.

Lipper Analytical Services, Inc. distributes mutual fund
rankings monthly. The rankings are based on total return
performance calculated by Lipper, reflecting generally changes
in net asset value adjusted for reinvestment of capital gains
and income dividends. They do not reflect deduction of any
sales charges. Lipper rankings cover a variety of performance
periods, for example year-to-date, 1-year, 5-year, and 10-year
performance. Lipper classifies mutual funds by investment
objective and asset category.

Morningstar, Inc. distributes mutual fund ratings twice a
month. the ratings are divided into five groups: highest, above
average, neutral, below average and lowest. They represent a
fund's historical risk/reward ratio relative to other funds
with similar objectives. The performance factor is a
weighted-average assessment of the Portfolio's 3- year, 5-year,
and 10-year total return performance (if available) reflecting
deduction of expenses and sales charges. Performance is
adjusted using quantitative techniques to reflect the risk
profile of the fund. The ratings are derived from a purely
quantitative system that does not utilize the subjective
criteria customarily employed by rating agencies such as
Standard & Poor's Corporation and Moody's Investor Service,
Inc.

Weisenberger's Management Results publishes mutual fund
rankings and is distributed monthly. The rankings are based
entirely on total return calculated by Weisenberger for periods
such as year-to-date, 1-year, 3-year, 5-year and 10-year
performance. Mutual funds are ranked in general categories
(e.g., international bond, international equity, municipal
bond, and maximum capital gain). Weisenberger rankings do not
reflect deduction of sales charges or fees.

Independent publications may also evaluate the Portfolio's performance. Certain
of those publications are listed below, at the request of Mentor Distributors,
which bears full responsibility for their use and the descriptions appearing
below. From time to time the Portfolio may distribute evaluations by or excerpts
from these publications to its

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<PAGE>

shareholders or to potential investors. The following illustrates the
types of information provided by these publications.

Business Week publishes mutual fund rankings in its Investment
Figures of the Week column. The rankings are based on 4-week
and 52-week total return reflecting changes in net asset value
and the reinvestment of all distributions. They do not reflect
deduction of any sales charges. Portfolios are not categorized;
they compete in a large universe of over 2,000 funds. The
source for rankings is data generated by Morningstar, Inc.

Investor's Business Daily publishes mutual fund rankings on a
daily basis. The rankings are depicted as the top 25 funds in a
given category. The categories are based loosely on the type of
fund, e.g., growth funds, balanced funds, U.S. government
funds, GNMA funds, growth and income funds, corporate bond
funds, etc. Performance periods for sector equity funds can
vary from 4 weeks to 39 weeks; performance periods for other
fund groups vary from 1 year to 3 years. Total return
performance reflects changes in net asset value and
reinvestment of dividends and capital gains. The rankings are
based strictly on total return. They do not reflect deduction
of any sales charges Performance grades are conferred from A+
to E. An A+ rating means that the fund has performed within the
top 5% of a general universe of over 2000 funds; an A rating
denotes the top 10%; an A- is given to the top 15%, etc.

Barron's periodically publishes mutual fund rankings. The
rankings are based on total return performance provided by
Lipper Analytical Services. The Lipper total return data
reflects changes in net asset value and reinvestment of
distributions, but does not reflect deduction of any sales
charges. The performance periods vary from short-term intervals
(current quarter or year-to-date, for example) to long-term
periods (five-year or ten-year performance, for example).
Barron's classifies the funds using the Lipper mutual fund
categories, such as Capital Appreciation Portfolios, Growth
Portfolios, U.S. Government Portfolios, Equity Income
Portfolios, Global Portfolios, etc. Occasionally, Barron's
modifies the Lipper information by ranking the funds in asset
classes. "Large funds" may be those with assets in excess of
$25 million; "small funds" may be those with less than $25
million in assets.

The Wall Street Journal publishes its Mutual Portfolio
Scorecard on a daily basis. Each Scorecard is a ranking of the
top-15 funds in a given Lipper Analytical Services category.
Lipper provides the rankings based on its total return data
reflecting changes in net asset value and reinvestment of
distributions and not reflecting any sales charges. The
Scorecard portrays 4-week, year-to-date, one-year and 5-year
performance; however, the ranking is based on the one-year
results. The rankings for any given category appear
approximately once per month.

-17-
<PAGE>

Fortune magazine periodically publishes mutual fund rankings
that have been compiled for the magazine by Morningstar, Inc.
Portfolios are placed in stock or bond fund categories (for
example, aggressive growth stock funds, growth stock funds,
small company stock funds, junk bond funds, Treasury bond funds
etc.), with the top-10 stock funds and the top-5 bond funds
appearing in the rankings. The rankings are based on 3- year
annualized total return reflecting changes in net asset value
and reinvestment of distributions and not reflecting sales
charges. Performance is adjusted using quantitative techniques
to reflect the risk profile of the fund.

Money magazine periodically publishes mutual fund rankings on a
database of funds tracked for performance by Lipper Analytical
Services. The funds are placed in 23 stock or bond fund
categories and analyzed for five-year risk adjusted return.
Total return reflects changes in net asset value and
reinvestment of all dividends and capital gains distributions
and does not reflect deduction of any sales charges. Grades are
conferred (from A to E): the top 20% in each category receive
an A, the next 20% a B, etc. To be ranked, a fund must be at
least one year old, accept a minimum investment of $25,000 or
less and have had assets of at least $25 million as of a given
date.

Financial World publishes its monthly Independent Appraisals of
Mutual Portfolios, a survey of approximately 1000 mutual funds.
Portfolios are categorized as to type, e.g., balanced funds,
corporate bond funds, global bond funds, growth and income
funds, U.S. government bond funds, etc. To compete, funds must
be over one year old, have over $1 million in assets, require a
maximum of $10,000 initial investment, and should be available
in at least 10 states in the United States. The funds receive a
composite past performance rating, which weighs the
intermediate - and long-term past performance of each fund
versus its category, as well as taking into account its risk,
reward to risk, and fees. An A+ rated fund is one of the best,
while a D- rated fund is one of the worst. The source for
Financial World rating is Schabacker investment management in
Rockville, Maryland.

Forbes magazine periodically publishes mutual fund ratings
based on performance over at least two bull and bear market
cycles. The funds are categorized by type, including stock and
balanced funds, taxable bond funds, municipal bond funds, etc.
Data sources include Lipper Analytical Services and CDA
Investment Technologies. The ratings are based strictly on
performance at net asset value over the given cycles.
Portfolios performing in the top 5% receive an A+ rating; the
top 15% receive an A rating; and so on until the bottom 5%
receive an F rating. Each fund exhibits two ratings, one for
performance in "up" markets and another for performance in
"down" markets.

Kiplinger's Personal Finance Magazine (formerly Changing
Times), periodically publishes rankings of mutual funds based
on one-, three- and five-year total return performance
reflecting changes in net asset value and reinvestment of
dividends and

-18-
<PAGE>

capital gains and not reflecting deduction of any sales
charges. Portfolios are ranked by tenths: a rank of 1 means
that a fund was among the highest 10% in total return for the
period; a rank of 10 denotes the bottom 10%. Portfolios compete
in categories of similar funds -- aggressive growth funds,
growth and income funds, sector funds, corporate bond funds,
global governmental bond funds, mortgage-backed securities
funds, etc. Kiplinger's also provides a risk-adjusted grade in
both rising and falling markets. Portfolios are graded against
others with the same objective. The average weekly total return
over two years is calculated. Performance is adjusted using
quantitative techniques to reflect the risk profile of the
fund.

U.S. News and World Report periodically publishes mutual fund
rankings based on an overall performance index (OPI) devised by
Kanon Bloch Carre & Co., a Boston research firm. Over 2000
funds are tracked and divided into 10 equity, taxable bond and
tax-free bond categories. Portfolios compete within the 10
groups and three broad categories. The OPI is a number from
0-100 that measures the relative performance of funds at least
three years old over the last 1, 3, 5 and 10 years and the last
six bear markets. Total return reflects changes in net asset
value and the reinvestment of any dividends and capital gains
distributions and does not reflect deduction of any sales
charges. Results for the longer periods receive the most
weight.

The 100 Best Mutual Portfolios You Can Buy (1992), authored by
Gordon K. Williamson. The author's list of funds is divided
into 12 equity and bond fund categories, and the 100 funds are
determined by applying four criteria. First, equity funds whose
current management teams have been in place for less than five
years are eliminated. (The standard for bond funds is three
years.) Second, the author excludes any fund that ranks in the
bottom 20 percent of its category's risk level. Risk is
determined by analyzing how many months over the past three
years the fund has underperformed a bank CD or a U.S. Treasury
bill. Third, a fund must have demonstrated strong results for
current three-year and five-year performance. Fourth, the fund
must either possess, in Mr. Williamson's judgment, "excellent"
risk-adjusted return or "superior" return with low levels of
risk. Each of the 100 funds is ranked in five categories: total
return, risk/volatility, management, current income and
expenses. The rankings follow a fivepoint system: zero
designates "poor"; one point means "fair"; two points denote
"good"; three points qualify as a "very good"; four points rank
as "superior"; and five points mean "excellent."

SHAREHOLDER LIABILITY

Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the
Trust. However, the Agreement and Declaration of Trust disclaims
shareholder liability for acts or obligations of the Trust and requires
that notice of such disclaimer be given in each agreement, obligation,
or instrument entered into or executed by

-19-

<PAGE>

the Trust or the Trustees. The Agreement and Declaration of Trust
provides for indemnification out of the Portfolio's property for all loss
and expense of any shareholder held personally liable for the
obligations of the Portfolio. Thus the risk of a shareholder's incurring
financial loss on account of shareholder liability is limited to
circumstances in which the Portfolio would be unable to meet its
obligations.

MEMBERS OF INVESTMENT MANAGEMENT TEAMS

The following persons are investment personnel of Mentor Advisors:

Mentor Investment Advisors, LLC

Cash Management

R. Preston Nuttall, CFA -- Managing Director, Chief Investment Officer
Mr. Nuttall has more than thirty years of investment management
experience. Prior to Mentor Advisors, he led short-term fixed-income
management for fifteen years at Capitoline Investment Services, Inc. He
has his undergraduate degree in economics from the University of
Richmond and his graduate degree in finance from the Wharton School at
the University of Pennsylvania.

Hubert R. White III -- Vice President, Portfolio Manager
Mr. White has eleven years of investment management experience. Prior to
joining Mentor Advisors, he served for five years as portfolio manager
with Capitoline Investment Services. He has his undergraduate degree in
business from the University of Richmond.

Kathryn T. Allen -- Vice President, Portfolio Manager
Ms. Allen has fourteen years of investment management experience and
specializes in tax-free trades. Prior to joining Mentor Advisors, Ms.
Allen was portfolio group manager at PNC Institutional Management
Corporation. She has her undergraduate degree in commerce and business
administration from the University of Alabama.

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<PAGE>

RATINGS

The rating services' descriptions of corporate bonds are:

Moody's Investors Service, Inc.:

Aaa -- Bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally
referred to as "gilt-edge". Interest payments are protected by a large
or by an exceptionally stable margin and principal is secure. While the
various protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong position
of such issues.

Aa -- Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally
known as high grade bonds. They are rated lower than the best bonds
because margins of protection may not be as large as in Aaa securities
or fluctuation of protective elements may be of greater amplitude or
there may be other elements present which make the long term risks
appear somewhat larger than in Aaa securities.

A -- Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper medium grade obligations.
Factors giving security to principal and interest are considered
adequate but elements may be present which suggest a susceptibility to
impairment sometime in the future.

Baa -- Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the
present, but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such bonds
lack outstanding investment characteristics and in fact have speculative
characteristics as well.

Standard & Poor's:

AAA -- Bonds rated AAA have the highest rating assigned by Standard &
Poor's. Capacity to pay interest and repay principal is extremely
strong.

AA -- Bonds rated AA have a very strong capacity to pay interest and
repay principal and differ from the highest rated issues only in small
degree.

A -- Bonds rated A have a strong capacity to pay interest and repay
principal although they are somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than bonds
in higher rated categories.

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<PAGE>

BBB -- Bonds rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
bonds in this category than for bonds in higher rated categories.

A-1 and Prime-1 Commercial Paper Ratings

The rating A-1 (including A-1+) is the highest commercial paper rating
assigned by S&P. Commercial paper rated A-1 by S&P has the following
characteristics:

o liquidity ratios are adequate to meet cash requirements;

o long-term senior debt is rated "A" or better;

o the issuer has access to at least two additional channels of
borrowing;

o basic earnings and cash flow have an upward trend with
allowance made for unusual circumstances;

o typically, the issuer's industry is well established and the
issuer has a strong position within the industry; and

o the reliability and quality of management are unquestioned.

Relative strength or weakness of the above factors determines whether
the issuer's commercial paper is rated A-1, A-2 or A-3. Issues rated A-1
that are determined by S&P to have overwhelming safety characteristics
are designated A-1+.

The rating Prime-1 is the highest commercial paper rating assigned by
Moody's. Among the factors considered by Moody's in assigning ratings
are the following:

o evaluation of the management of the issuer;

o economic evaluation of the issuer's industry or industries
and an appraisal of speculative- type risks which may be
inherent in certain areas;

o evaluation of the issuer's products in relation to
competition and customer acceptance;

o liquidity;

o amount and quality of long-term debt;

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<PAGE>

o trend of earnings over a period of ten years;

o financial strength of parent company and the relationships
which exist with the issuer; and

o recognition by the management of obligations which may be
present or may arise as a result of public interest.
<PAGE>

PART C. OTHER INFORMATION

Item 24. Financial Statements and Exhibits:

(a) Financial Statements

(1) Audited Financial Statements and Supporting Schedules (For all
Portfolios other than Mentor Asset Allocation Portfolio, Mentor High
Income Portfolio, Mentor Institutional Money Market Portfolio
Mentor Institutional U.S. Government Money Market Portfolio,
Institutional Shares, and Mentor Growth Opportunities)

Financial Statements:
Portfolios of Investments -- September 30, 1997*
Statements of Assets and Liabilities -- September 30, 1997*
Statements of Operations -- year ended September 30, 1997*
Statements of Changes in Net Assets -- years/periods ended
September 30, 1997 and September 30, 1996*
Financial Highlights *(+)
Notes to Financial Statements*
Independent Auditors' Report

(2) Unaudited Financial Statements and Supporting Schedules
(Mentor Institutional Money Market Portfolio,
Mentor Institutional U.S. Government Money Market Portfolio,
Institutional Shares)

Financial Statements:
Portfolios of Investments -- March 31, 1998*
Statements of Assets and Liabilities -- March 31, 1998*
Statements of Operations -- year ended March 31, 1998*
Statements of Changes in Net Assets -- years/periods ended
March 31, 1998 and March 31, 1997*
Financial Highlights *
Notes to Financial Statements*

_____________

* Incorporated by reference into Part B to this Registration
Statement.

(+) Incorporated by reference to Part A to this Registration Statement.

(b) Exhibits:

(1)(i) Conformed copy of Declaration of Trust of the
Registrant, with Amendments No. 1 and 2 (2);

(ii) Amendment No. 5 to the Declaration of Trust of the
Registrant (12);

(iii) Form of Amendment to the Declaration of Trust of the
Registrant (13)

(iv) Form of Proposed Amendment to the Declaration of Trust
of the Registrant to be dated as of May 12, 1998 (14)

(2) Copy of By-Laws of the Registrant (1);

(3) Not applicable;

(4) Portions of Registrant's Declaration of Trust and By-Laws
relating to shareholder rights (1)(2)(12)(13);

(5)(i) Form Management Agreement of the Registrant
(Capital Growth, Income and Growth, Quality Income, and
Municipal Income Portfolios) (14);

(ii) Form of Investment Advisory Agreement
(Municipal Income Portfolio) (14);

(iii) Form of Investment Advisory Agreement
(Income and Growth Portfolio) (14);

(iv) Form of Investment Advisory and Management Agreement
(Perpetual Global Portfolio) (8);

(v) Form of Investment Advisory and Management
Agreement (Growth Portfolio) (14);

(vi) Form of Investment Advisory and Management
Agreement (Strategy Portfolio) (14);

(vii) Form of Investment Advisory and Management Agreement
(Short-Duration Income Portfolio) (14);

(viii) Form of Investment Advisory and Management
Agreement (Balanced Portfolio) (14);

(ix) Form of Investment Advisory and Management Agreement
(Institutional Money Market Portfolio) (14);

(x) Form of Investment Advisory and Management Agreement
(Institutional U.S. Government Money Market Portfolio)
(14);

(xi) Form of Investment Advisory and Management Agreement
(Growth Opportunities Portfolio) (11);

(xii) Form of Investment Advisory and Management Agreement
(Mentor High Income Portfolio) (14)

(xiii) Sub-Advisory Agreement (Mentor High Income Portfolio)(14)

(xiv) Form of Investment Advisory and Management Agreement
(Mentor Asset Allocation Portfolio) (13)

(xv) Form of Investment Advisory and Management Agreement
(Mentor Institutional Tax-Exempt Money Market Portfolio)
(17)

(6) Form of Distribution Agreement of the Registrant (14)

(7) Not applicable;

(8)(i) Conformed copy of Custodian Contract of the Registrant
with Investors Fiduciary Trust Company (2);

(ii) Conformed copy of Custodian Contract of the Registrant
with State Street Bank and Trust Company (2);

(iii) Form of Administration Agreement of the
Registrant in respect of certain Portfolios (14);

(iv) Form of Custodian Contract with State Street Bank
and Trust Company in respect of foreign securities(7);

(v) Form of Administration Agreement of the Registrant in
respect of the Money Market Portfolios (17)

(9)(i) Conformed copy of Transfer Agency and Registrar
Agreement of the Registrant (2);

(ii) (a) Conformed copy of Shareholder Services Plan of the
Registrant through and including Exhibit B in respect of
the Capital Growth, Quality Income, Municipal Income,
Income and Growth, and Global Portfolios (3);
(b) Form of Instrument of Transfer of Shareholder Services
Plan (8);

(c) Form of New Exhibit C to the Shareholder Services Plan
in respect of the Class A and B shares of the Growth,
Strategy, Short-Duration Income Portfolios and the
Balanced Portfolio (6);

(d) Form of New Exhibit D to Shareholder Services Plan in
respect of Class A and B shares of the Growth Opportunities
Portfolio (11);

(e) Form of New Exhibit E to Shareholder Services Plan in
respect of Class A and B shares of the High Yield and Asset
Allocation Portfolios (13);

(9)(iii) Form of Agency Agreement with Investors Fiduciary Trust
Company (Money Market Portfolios) (17);

(9)(iv) Form of Draft Processing Agreement with Investors Fiduciary
Trust Company (Money Market Portfolios) (17)

(10) Not applicable;

(11)(i) Conformed copy of Consent of Independent Auditors (16);

(ii) Conformed copy of KPMG Peat Marwick LLP opinion on
Methodology and Procedures for Accounting for Multiple
Classes of Shares (5);

(12) Not applicable;

(13) Conformed copy of Initial Capital Understanding (1);

(14) Not applicable;

(15)(i) Plan of Distribution (12)

(ii) Revised Exhibit A to Plan of Distribution (17)

(16)(i) Schedules for Computation of Performance
(all Portfolios)(8)

(18)(i) Amended and Restated Rule 18f-3(d) Plan (Portfolios other
than Money Market Portfolios) (15)

(ii) Rule 18f-3 Plan (Money Market Portfolios) (16)

(27)(i) Financial Data Schedules of Class A Shares (12)

(ii) Financial Data Schedules of Class B Shares (12)

(iii) Financial Data Schedule in respect of the Balanced
Portfolio. (12)

(iv) Financial Data Schedules in respect of Money Market
Portfolios (16)

1. Incorporated by reference to Registrant's Pre-Effective
Amendment No. 1 on Form N-1A filed April 14, 1992.
2. Incorporated by reference to Registrant's Post-Effective
Amendment No. 3 on Form N-1A filed May 14, 1993.
3. Incorporated by reference to Registrant's Post-Effective
Amendment No. 5 on Form N-1A filed November 26, 1993.
4. Incorporated by reference to Registrant's Post-Effective
Amendment No. 7 on Form N-1A filed August 3, 1994.
5. Incorporated by reference to Registrant's Post-Effective
Amendment No. 8 on Form N-1A filed January 27, 1995.
6. Incorporated by reference to Registrant's Post-Effective
Amendment No. 9 on Form N-1A filed March 15, 1995.
7. Incorporated by reference to Registrant's Post-Effective
Amendment No. 10 on Form N-1A filed January 15, 1996.
8. Incorporated by reference to Registrant's Post-Effective Amendment No. 11
on Form N-1A filed November 29, 1996.
9. Incorporated by reference to Registrant's Post-Effective Amendment No. 12
on Form N-1A filed January 22, 1997.
10. Incorporated by reference to Registrant's Post-Effective Amendment No. 13
on Form N-1A filed March 4, 1997.

11. Incorporated by reference to Registrant's Post-Effective Amendment
No. 14 on Form N-1A filed November 7, 1997.

12. Incorporated by reference to Registrant's Post-Effective Amendment No. 15
on Form N-1A filed December 22, 1997.
13. Incorporated by reference to Registrant's Post-Effective Amendment No. 16
on Form N-1A filed on January 30, 1998.

14. Incorporated by reference to Registrant's Post-Effective Amendment No. 17
on Form N-1A filed on May 7, 1998.
15. Incorporated by reference to Registrant's Post-Effective Amendment No. 18
on Form N-1A filed on May 12, 1998.
16. Incorporated by reference to Registrant's Post-Effective Amendment No. 19
on form N-1A filed on July 10, 1998.
17. Filed herewith.

Item 25. Persons Controlled by or Under Common Control with Registrant:

Reference is made to "Principal Holders of Securities" in Part
B of this Registration Statement

Item 26. Number of Holders of Securities as of June 30, 1998

Multiclass Portfolios Class A Class B

Capital Growth Portfolio 6,749 12,766
Global Portfolio 3,345 8,415
Growth Portfolio 5,905 30,212
Income and Growth Portfolio 3,978 8,951
Municipal Income Portfolio 794 1,316
Quality Income Portfolio 2,543 4,508
Short-Duration Income Portfolio 963 2,004
Strategy Portfolio 1,478 13,482

Single Class Portfolios

Balanced Portfolio 4

Mentor Institutional U.S. Government Money
Market Portfolio--Institutional Class 58

Mentor Institutional Money Market
Portfolio--Institutional Class 43

No Retail Shares of either Mentor Institutional U.S. Government Money Market
Portfolio or Mentor Institutional Money Market Portfolio were outstanding on
June 30, 1998

No Shares of Mentor Institutional Tax-Exempt Money Market Portfolio were
outstanding on July , 1998.

Item 27. Indemnification:

1. Response is incorporated by reference to Registrant's Initial
Registration Statement on Form N-1A filed January 31, 1992 (File Nos.
33-45315 and 811-6550).

Item 28. Business and Other Connections of Investment Advisers

The business and other connections of each director, officer, or partner
of the entities below in which such director, officer, or partner is or has
been, at any time during the past two fiscal years, engaged for his own account
or in the capacity of director, officer, employee, partner, or trustee are set
forth in the following tables.

(a) The following is additional information with respect to the
directors and officers of Mentor Investment Advisors, LLC:

Business, Profession,
Vocation or Employment
Position with during the past
Name Investment Adviser two fiscal years

John G. Davenport Managing Director Managing Director,
Mentor Investment
Group, LLC.

R. Preston Nuttall Managing Director Managing Director,
Mentor Investment
Group, LLC.

Paul F. Costello Managing Director Managing Director,
Mentor Investment Group,
LLC; President, Mentor
Funds, Mentor
Institutional Trust, Cash
Resource Trust, Mentor
Income Fund, Inc.; and
America's Utility Fund,
Inc.; Senior Vice
President, Mentor
Distributors, LLC;
Managing Director, Mentor
Perpetual Advisors, LLC.

Theodore W. Price Managing Director Managing Director,
Mentor Investment
Group, LLC.

P. Michael Jones Managing Director Managing Director,
Mentor Investment
Group, LLC.

Peter J. Quinn, Jr. Managing Director Managing Director,
Mentor Investment
Group, LLC.

-3-

<PAGE>

Daniel J. Ludeman Chairman Chairman and Chief
Executive Officer,
Mentor Investment
Group, LLC.

Karen H. Wimbish Managing Director Managing Director,
Mentor Investment
Group, LLC.

Terry L. Perkins Treasurer Senior Vice President,
Mentor Investment Group,
L.L.C.

Michael A. Wade Controller Vice President, Mentor
Investment Group, L.L.C.

Geoffrey B. Sale Secretary Associate Vice President
Mentor Investment Group,
LLC; Clerk Mentor
Institutional Trust;
Secretary Cash Resource
Trust, Mentor Income Fund,
Inc., Mentor Funds and
Mentor Variable Investment
Portfolios.

(b) The following is additional information with respect to the directors and
officers of Mentor Perpetual Advisors, LLC ("Mentor Perpetual"):

<TABLE>

Other Substantial
Position with the Business, Profession,
Name Investment Advisor Vocation or Employment
<S> <C> <C>
Scott A. McGlashan President Director, Perpetual
Portfolio Management
Limited.

Martyn Arbib Managing Director Chairman, Perpetual
Portfolio Management
Limited.

Roger C. Cormick Managing Director Deputy Chairman -
Marketing, Perpetual
Portfolio Management
Limited.

Paul F. Costello Managing Director Managing Director, Mentor
Investment Group, LLC
and Mentor Investment
Advisors, LLC; President,
Mentor Funds, Mentor Institutional
Trust, Cash Resource
Trust, Mentor Income Fund, Inc.,
and America's Utility Fund, Inc.;
Senior Vice President, Mentor
Distributors, LLC.

Daniel J. Ludeman Managing Director Chairman and Chief
Executive Officer,
Mentor Investment
Group, LLC; Director,
Wheat First Securities,
Inc.; Managing Director,
Wheat First Butcher
Singer, Inc.

David S. Mossop Managing Director Director, Perpetual
Portfolio Management
Limited

Peter J. Quinn, Jr. Managing Director Managing Director,
Mentor Investment
Group, LLC.

Roderick A. Smyth Managing Director Managing Director,
Mentor Investment
Group, LLC.

* The address of Mentor Investment Group, LLC, Wheat, First Securities,
Inc., Wheat First Butcher Singer, Inc., Mentor Funds, Mentor Income
Fund, Inc., Mentor Investment Advisors, LLC, and Mentor Perpetual
Advisors, LLC is 901 East Byrd Street, Richmond, VA 23219. The address
of Ryland Capital Management, Inc. and RAC Income Fund, Inc. is 11000
Broken Land Parkway, Columbia, MD 21044. The address of Perpetual
Portfolio Management Limited is 48 Hart Street, Henley-on-Thames, Oxon,
England, RG92AZ.

</TABLE>

(c) The following is a list of the general partners and Senior Vice Presidents
of Wellington Management Company, LLP, located at 75 State Street, Boston
Massachusetts 02109:

Kenneth L. Abrams Paul D. Kaplan Richard S. Press
Nicholas C. Adams John C. Keogh Robert D. Rands
Rand L. Alexander Mark T. Lynch Eugene E. Record, Jr.
Deborah L. Allinson Nanch T. Lukitsh John R. Ryan
Nancy T. August Christine S. Manfredi Joseph H. Schwartz
James H. Averill Patrick J. McCloskey David W. Scudder
Marie-Claude Bernal Earl E. McEvoy Binkley C. Shorts
William N. Booth Duncan M. McFarland Trond Skramstad
Paul Braverman Paul M. Mecray, III Catherine A. Smith
William D. Dilanni Matthew E. Megargel Stephen A. Soderberg
Pamela Dippel James N. Mordy Harriett Tee Taggart
Robert W. Doran Diane C. Nordin Perry M. Traquina
Charles T. Freeman Edward P. Owens Gene R. Tremblay
Laurie A. Gabriel Saul J. Pannell Mary Ann Tynan
Frank J. Gilday, III Thomas L. Pappas Ernst H. von Metzsch
John H. Gooch David M. Parker Clare Villari
Nicholas P. Greville Robert D. Payne James L. Walters
William C.S. Hicks Jonathan M. Payson Kim Williams
Stephen M. Pazuk Frank V. Wisneski

(d) The following is additional information with respect to the directors
and officers of Van Kampen American Capital Management Inc., located
at One Parkview Plaza, Oakbrook Terrace, Illinois 60181-4486:

Other Substantial
Position with Business, Profession,
Name Investment Advisor Vocation or Employment
---- ------------------ ----------------------
Don G. Powell Chairman and Director Chairman and Director,
VK/AC Holding, Inc.,
Van Kampen American
Capital, Inc., Van
Kampen American Capital
Distributors, Inc.,
Van Kampen American
Capital Asset
Management, Inc., Van
Kampen American Capital
Investment Advisory
Corp., and Van
Kampen American Capital
Advisors, Inc.

Philip N. Duff Chief Executive Officer President and Chief
Executive Officer,
VK/AC Holding, Inc.
and Van Kampen American
Capital, Inc.

Dennis J. McDonnell President and Chief Executive Vice
Operating Officer President, VK/AC
Holding, Inc. and Van
Kampen American
Capital, Inc.;
President and Chief
Operating Officer, Van
Kampen American
Capital Advisors, Inc.,
Van Kampen American
Capital Asset
Management, Inc.,
and Van Kampen
American Capital
Investment Advisory
Corp.

Ronald A. Nyberg Executive Vice President Executive Vice
and General Counsel President and General
Counsel, VK/AC Holding,
Inc., Van Kampen
American Capital, Inc.,
Van Kampen American
Capital Distributors,
Inc., Van Kampen
American Asset
Management, Inc., Van
Kampen American
Investment Advisory
Corp., and Van Kampen
American Capital
Advisors, Inc.

William R. Rybak Executive Vice President Executive Vice
and Chief Financial President and Chief
Officer Financial Officer,
VK/AC Holding, Inc.,
Van Kampen American
Capital, Inc., Van
Kampen American Capital
Distributors, Inc.,
Van Kampen American
Capital Asset
Management Inc., Van
Kampen American
Capital Investment
Advisory Corp., and
Van Kampen American
Capital Advisors, Inc.

Peter W. Hegel Executive Vice President Executive Vice
President, Van Kampen
American Capital Asset
Management, Inc.,
Van Kampen American
Capital Investment
Advisory Corp., and
Van Kampen American
Capital Advisors, Inc.

Alan T. Sachtleben Executive Vice President Executive Vice
President, Van Kampen
American Capital
Asset Management, Inc.,
Van Kampen American
Capital Investment
Advisory Corp., and
Van Kampen American
Capital Advisors, Inc.

Item 29. Principal Underwriters:

(a) Mentor Distributors, LLC, the Fund's principal underwriter, acts as
principal underwriter for the following investment companies:

The Mentor Funds
o Mentor Growth Portfolio
o Mentor Strategy Portolio
o Mentor Short-Duration Income Portfolio
o Mentor Balanced Portfolio
o Mentor Capital Growth Portfolio
o Mentor Perpetual Global Portfolio
o Mentor High Income Portfolio
o Mentor Income and Growth Portfolio
o Mentor Quality Income Portfolio
o Mentor Municipal Income Portfolio
o Mentor Institutional U.S. Government Money Market Portfolio
o Mentor Institutional Money Market Portfolio

Cash Resource Trust
o Cash Resource Money Market Fund
o Cash Resource U.S. Government Money Market Fund
o Cash Resource Tax-Exempt Money Market Fund
o Cash Resource California Tax-Exempt Money Market Fund
o Cash Resource New York Tax-Exempt Money Market Fund

Mentor Institutional Trust
o Mentor U.S. Government Cash Management Portfolio
o Mentor Fixed-Income Portfolio
o Mentor Perpetual International Portfolio

Mentor Investment Group
o Mentor Income Fund
o America's Utility Fund

Mentor Variable Investment Portfolios
o Mentor VIP Growth Portfolio
o Mentor VIP Strategy Portfolio
o Mentor VIP Balanced Portfolio
o Mentor VIP Capital Growth Portfolio
o Mentor VIP Perpetual International Portfolio

(b) Information concerning officers of Mentor Distributors, LLC:

-10-

Name And Principal Positions And Offices Positions And Offices
Business Address* With Underwriter With Registrant
- ----------------- -------------------- ---------------------
Lynn Mangum Chairman Inapplicable
D'Ray Moore President Inapplicable
Dennis Sheehan Executive Vice President Inapplicable
William J. Tomko Senior Vice President Inapplicable
Mark J. Rybarczyk Senior Vice President Inapplicable
Kevin J. Dell Vice President and Inapplicable
Secretary
Michael D. Burns Vice President Inapplicable
David Blackmore Vice President Inapplicable
Robert L. Tuch Assistant Secretary Inapplicable
Steven Ludwig Compliance Officer Inapplicable

*Principal Address for all Officers:
BISYS Fund Services, Inc.
3435 Stelzer Road
Columbus, Ohio 43219-8000

Item 30. Location of Accounts and Records

Certain accounts, books and other documents required to be maintained
by Section 31(a) of the 1940 Act and the rules promulgated thereunder
are maintained by the Fund at 901 East Byrd Street, Richmond, Virginia
23219 or by Boston Financial Data Services, Inc., the Registrant's
transfer agent, at 2 Heritage Drive, North Quincy, Massachusetts
02171. Records relating to the duties of the Registrant's custodian
are maintained by the Registrant's Custodian, Investors Fiduciary
Trust Company, 127 West 10th Street, Kansas City, Missouri 64105.
Records relating to the duties of the Registrant's distributor are
maintained by the Registrant's Distributor, Mentor Distributors, LLC,
3435 Stelzer Road, Columbus, Ohio 43219-8000.

Item 31. Management Services

None.

Item 32. Undertakings:

(a) Registrant hereby undertakes to comply with the provisions of
Section 16(c) of the 1940 Act with respect to the removal of
Trustees and the calling of special shareholder meetings by
shareholders.

(b) Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's latest
annual report to shareholders, upon request and without charge.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Amendment to
be signed on behalf of the undersigned, thereunto duly authorized, in the City
of Richmond and the Commonwealth of Virginia, on the 31st day of July, 1998.

MENTOR FUNDS

By: /s/ Paul F. Costello
----------------------------
Paul F. Costello

Pursuant to the requirements of the Securities Act of 1933, this Amendment
has been signed below by the following persons in the capacity and on the date
indicated:

<TABLE>
<CAPTION>
Name Title Date
<S> <C>

*
- ----------------------- Chairman and Trustee July 31, 1998
Daniel J. Ludeman (Chief Executive
Officer)

*
Trustee July 31, 1998
- -----------------------
Peter J. Quinn, Jr.

* July 31, 1998
- ---------------------- Trustee
Arnold H. Dreyfuss

* Trustee July 31, 1998
- -----------------------
Thomas F. Keller

* Trustee July 31, 1998
- -----------------------
Louis W. Moelchert, Jr.

* Trustee July 31, 1998
- -----------------------
Troy A. Peery, Jr.

Trustee
- -----------------------
Arch T. Allen, III

Trustee
- -----------------------
Weston E. Edwards

Trustee
- -----------------------
Jerry R. Barrentine

Trustee
- -----------------------
J. Garnett Nelson

/s/ Paul F. Costello President July 31, 1998
- ------------------------
Paul F. Costello

/s/ Terry L. Perkins Treasurer (Principal Financial July 31, 1998
- ------------------------ and Accounting Officer)
Terry L. Perkins

/s/ Paul F. Costello Attorney-in-fact July 31, 1998
- ------------------------
Paul F. Costello

</TABLE>

EXHIBIT INDEX

Exhibit Page

5(xv) Form of Investment Advisory and Management Agreement

8(v) Form of Administration Agreement (Money Market Portfolios)

9(iii) Form of Agency Agreement with Investors Fiduciary Trust
Company (Institutional Money Market Portfolio, Institutional
U.S. Government Money Market Portfolio)

(iv) Form of Draft Processing Agreement with Investors Fiduciary
Trust Company (Institutional Money Market Portfolio,
Institutional U.S. Government Money Market Portfolio)

15 (ii) Revised Exhibit A to Plan of Distribution

MENTOR FUNDS

INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT

This Investment Advisory and Management Agreement dated as of August
__, 1998 between MENTOR FUNDS, a Massachusetts business trust (the "Trust"), and
MENTOR INVESTMENT ADVISORS, LLC, a Virginia limited liability company (the
"Manager").

WITNESSETH:

That in consideration of the mutual covenants herein contained, it is
agreed as follows:

1. SERVICES TO BE RENDERED BY THE MANAGER TO TRUST.

(a) The Manager, at its expense, will furnish continuously an
investment program for the Mentor Institutional Tax-Exempt Money Market
Portfolio, a series of the Trust (the "Portfolio"), will determine what
investments shall be purchased, held, sold, or exchanged by the Portfolio and
what portion, if any, of the assets of the Portfolio shall be held uninvested
and shall make changes in the Portfolio's investments. In the performance of its
duties, the Manager will comply with the provisions of the Agreement and
Declaration of Trust and Bylaws of the Portfolio and the Portfolio's stated
investment objectives, policies, and restrictions, and will use its best efforts
to safeguard and promote the welfare of the Portfolio and to comply with other
policies which the Trustees may from time to time determine and shall exercise
the same care and diligence expected of the Trustees.

(b) The Manager, at its expense, except as such expense is paid by the
Portfolio as provided in Section 1(e), will furnish all necessary investment and
related management facilities, including salaries of personnel, required for it
to execute its duties faithfully. The Manager will pay the compensation, if any,
of certain officers of the Trust carrying out the investment management and
related duties provided for by this Agreement.

(c) The Manager, at its expense, shall place all orders for the
purchase and sale of portfolio investments for the Portfolio's account with
brokers or dealers selected by the Manager. In the selection of such brokers or
dealers and the placing of such orders, the Manager shall give primary
consideration to securing for the Portfolio the most favorable price and
execution available, except to the extent it may be permitted to pay higher
brokerage commissions for brokerage and research services as described below. In
doing so, the Manager, bearing in mind the Portfolio's best interests at all
times, shall consider all factors it deems relevant, including, by way of
illustration, price, the size of the transaction, the nature of the market for
the security, the amount of the commission, the timing of the transaction

-1-

<PAGE>

taking into account market prices and trends, the reputation, experience, and
financial stability of the broker or dealer involved, and the quality of service
rendered by the broker or dealer in other transactions. Subject to such policies
as the Trustees of the Trust may determine, the Manager shall not be deemed to
have acted unlawfully or to have breached any duty created by this Agreement or
otherwise solely by reason of its having caused the Portfolio to pay a broker or
dealer that provides brokerage and research services to the Manager an amount of
commission for effecting a portfolio investment transaction in excess of the
amount of commission that another broker or dealer would have charged for
effecting that transaction, if the Manager determines in good faith that such
amount of commission was reasonable in relation to the value of the brokerage
and research services provided by such broker or dealer, viewed in terms of
either that particular transaction or the Manager's overall responsibilities
with respect to the Portfolio and to other clients of the Manager as to which
the Manager exercises investment discretion.

(d) The Trust, on behalf of the Portfolio, hereby authorizes any entity
or person associated with the Manager which is a member of a national securities
exchange to effect any transaction on the exchange for the account of the
Portfolio which is permitted by Section 11(a) of the Securities Exchange Act of
1934 and Rule 11a2-2(T) thereunder, and the Portfolio hereby consents to the
retention of compensation for such transactions in accordance with Rule
11a2-2(T)(2)(iv).

(e) The Manager shall not be obligated to pay any expenses of or for
the Portfolio not expressly assumed by the Manager pursuant to this Section 1
other than as provided in Section 3.

2. OTHER AGREEMENTS, ETC.

It is understood that any of the shareholders, Trustees, officers, and
employees of the Trust may be a shareholder, director, officer, or employee of,
or be otherwise interested in, the Manager, and in any person controlled by or
under common control with the Manager, and that the Manager and any person
controlled by or under common control with the Manager may have an interest in
the Portfolio. It is also understood that the Manager and any person controlled
by or under common control with the Manager have and may have advisory,
management, service, or other agreements with other organizations and persons,
and may have other interests and business.

3. COMPENSATION TO BE PAID BY THE PORTFOLIO TO THE MANAGER.

As compensation for the services performed and the facilities furnished
and expenses assumed by the Manager, including the services of any consultants
retained by the Manager, the Portfolio shall pay the Manager, as promptly as
possible after the last day of each month, a fee, calculated daily, at the
following annual rates (as a percentage of the Portfolio's average daily net
assets): 0.22% of the first $500 million; 0.20% of the next $500 million; 0.175%
of the next $1 billion; 0.16% of the next $1 billion; 0.15% of any amounts over
$3 billion. The first payment of the fee shall be made as promptly as possible
at the end of the month next

-2-

<PAGE>

succeeding the effective date of this Agreement, and shall constitute a full
payment of the fee due the Manager for all services prior to that date. If this
Agreement is terminated as of any date that is not the last day of a month, such
fee shall be paid as promptly as possible after such date of termination, shall
be based on the average daily net assets of the Portfolio in that period from
the beginning of such month to such date of termination, and shall be that
proportion of such average daily net assets as the number of business days in
such period bears to the number of business days in such month. The average
daily net assets of the Portfolio shall in all cases be based only on business
days and be computed as of the time of the regular close of business of the New
York Stock Exchange, or such other time as may be determined by the Trustees.
Each such payment shall be accompanied by a report of the Trust prepared either
by the Trust or by a reputable firm of independent accountants which shall show
the amount properly payable to the Manager under this Agreement and the detailed
computation thereof.

4. ASSIGNMENT TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS
AGREEMENT.

This Agreement shall automatically terminate, without the payment of
any penalty, in the event of its assignment; and this Agreement shall not be
amended unless such amendment be approved at a meeting by the affirmative vote
of a majority of the outstanding shares of the Portfolio, and by the vote, cast
in person at a meeting called for the purpose of voting on such approval, of a
majority of the Trustees of the Trust who are not interested persons of the
Trust or of the Manager.

5. EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.

This Contract shall become effective upon its execution and shall
remain in full force and effect continuously thereafter until the close of
business on February 1, 2000 (unless terminated automatically as set forth in
Section 4), and shall continue for successive one-year periods thereafter, if
approved in accordance with Section 6, until terminated by either party hereto
at any time by not more than sixty days nor less than thirty days written notice
delivered or mailed by registered mail, postage prepaid, to the other party.
Such action by the Trust with respect to termination may be taken either (i) by
vote of a majority of its Trustees, or (ii) by the affirmative vote of a
majority of the outstanding shares of the Fund.

Termination of this Contract pursuant to this Section 5 will be without
the payment of any penalty.

6. ANNUAL APPROVAL.

For additional terms after the initial term of this Contract, this
Contract shall be submitted for approval to the Trustees annually and shall
continue in effect only so long as specifically approved annually by vote of a
majority of the Trustees of the Trust who are not interested persons of the
Trust or of the Manager, by vote cast in person at a meeting called for the
purpose of voting on such approval.

-3-

<PAGE>

7. CERTAIN DEFINITIONS.

For the purposes of this Agreement, the "affirmative vote of a majority
of the outstanding shares" of the Portfolio means the affirmative vote, at a
duly called and held meeting of such shareholders, (a) of the holders of 67% or
more of the shares of the Portfolio present (in person or by proxy) and entitled
to vote at such meeting, if the holders of more than 50% of the outstanding
shares of the Portfolio entitled to vote at such meeting are present in person
or by proxy, or (b) of the holders of more than 50% of the outstanding shares of
the Portfolio entitled to vote at such meeting, whichever is less.

For the purposes of this Agreement, the terms "affiliated person",
"control", "interested person," and "assignment" shall have their respective
meanings defined in the Investment Company Act of 1940, as amended, and the
Rules and Regulations thereunder, subject, however, to such exemptions as may be
granted by the Securities and Exchange Commission under said Act; the term
"specifically approve at least annually" shall be construed in a manner
consistent with the Investment Company Act of 1940, as amended, and the Rules
and Regulations thereunder; and the term "brokerage and research services" shall
have the meaning given in the Securities Exchange Act of 1934, as amended, and
the Rules and Regulations thereunder.

8. NON-LIABILITY OF MANAGER.

In the absence of willful misfeasance, bad faith, or gross negligence
on the part of the Manager, or reckless disregard of its obligations and duties
hereunder, the Manager shall not be subject to any liability to the Trust or to
any shareholder of the Trust for any act or omission in the course of, or
connected with, rendering services hereunder.

9. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.

A copy of the Agreement and Declaration of Trust of the Trust is on
file with the Secretary of State of The Commonwealth of Massachusetts, and
notice is hereby given that this instrument is executed on behalf of the
Trustees of the Trust as Trustees and not individually and that the obligations
of this instrument are not binding upon any of the Trustees, officers, or
shareholders of the Trust but are binding only upon the assets and property of
the Trust.

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<PAGE>

IN WITNESS WHEREOF, MENTOR FUNDS and MENTOR INVESTMENT
ADVISORS, LLC, have each caused this instrument to be signed in duplicate in its
behalf by its President or Vice President thereunto duly authorized, all as of
the day and year first above written.

MENTOR FUNDS
on behalf of Mentor Institutional Tax-Exempt
Money Market Portfolio

By:_____________________________________

MENTOR INVESTMENT ADVISORS, LLC

By:______________________________________

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MENTOR FUNDS
901 East Byrd Street
Richmond, Virginia 23219

August,__ 1998

Mentor Investment Group, LLC
901 East Byrd Street
Richmond, Virginia 23219

Re: Administration Agreement

Dear Gentlemen:

Mentor Funds, a Massachusetts business trust (the "Fund"), is engaged
in the business of an investment company. The Fund currently has ten series of
shares (each, a "Series"), and the Trustees of the Fund may in their discretion
authorize additional series of shares from time to time. The Fund desires that
you act as administrator of one or more Series specified by the Trustees from
time to time on Exhibit A hereto (each, a "Specified Series") of the Fund, and
you are willing to act as such administrator and to perform such services under
the terms and conditions hereinafter set forth. Accordingly, the Fund agrees
with you as follows:

1. Delivery of Fund Documents. The Fund has furnished you with copies
properly certified or authenticated of each of the following:

(a) Agreement and Declaration of Trust of the Fund.

(b) By-laws of the Fund as in effect on the date hereof.

The Fund will furnish you from time to time with copies, properly
certified or authenticated, of all amendments of or supplements to the
foregoing, if any.

2. Administrative Services. You will continuously provide business
management services to each of the Specified Series and will generally, subject
to the general oversight of the Trustees and except as provided in the next
following paragraph, manage all of the

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<PAGE>

business and affairs of each of the Specified Series, subject always to the
provisions of the Fund's Declaration of Trust and By-laws and of the Investment
Company Act of 1940, as amended (the "1940 Act"), and subject, further, to such
policies and instructions as the Trustees may from time to time establish. You
shall, except as provided in the next following paragraph, advise and assist the
officers of the Fund in taking such steps as are necessary or appropriate to
carry out the decisions of the Trustees and the appropriate committees of the
Trustees regarding the conduct of the business of each of the Specified Series.

Notwithstanding any provision of this Agreement, you will not at any
time provide, or be required to provide, to the Fund or to any person with
respect to the Fund investment research, advice, or supervision, or in any way
advise the Fund or any person acting on behalf of the Fund as to the value of
securities or other investments or as to the advisability of investing in,
purchasing, or selling securities or other investments.

3. Allocation of Charges and Expenses. You will pay the compensation
and expenses of all officers and executive employees of the Fund (other than
such persons who serve as such and who are employees of or serve at the request
of any investment adviser to the Fund) and will make available, without expense
to the Fund, the services of such of your directors, officers, and employees as
may duly be elected Trustees or officers of the Fund, subject to their
individual consent to serve and to any limitations imposed by law. You will
provide all clerical services relating to the business of each of the Specified
Series. You will not be required to pay any expenses of the Fund other than
those specifically allocated to you in this paragraph 3. In particular, but
without limiting the generality of the foregoing, you will not be required to
pay: clerical salaries not relating to the services described in paragraph 2
above; fees and expenses incurred by the Fund in connection with membership in
investment company organizations; brokers' commissions; payment for portfolio
pricing services to a pricing agent, if any; legal, auditing, or accounting
expenses; taxes or governmental fees; the fees and expenses of the transfer
agent of the Fund; the cost of preparing share certificates or any other
expenses, including clerical expenses, incurred in connection with the issue,
sale, underwriting, redemption, or repurchase of shares of the Fund; the
expenses of and fees for registering or qualifying securities for sale; the fees
and expenses of Trustees of the Fund who are not affiliated with you; the cost
of preparing and distributing reports and notices to shareholders; public and
investor relations expenses; or the fees or disbursements of custodians of the
Fund's assets, including expenses incurred in the performance of any obligations
enumerated by the Agreement and Declaration of Trust or By-Laws of the Fund
insofar as they govern agreements with any such custodian.

4. Compensation. As compensation for the services performed and the
facilities furnished and expenses assumed by you, including the services of any
consultants retained by you, each Specified Series shall pay you, as promptly as
possible after the last day of each month, a fee, calculated daily, at the
annual rate of .02 of 1% of the Specified Series average daily net assets.

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<PAGE>

The first payment of the fee shall be made as promptly as possible at the end of
the month next succeeding the effective date of this Agreement in respect of
such Specified Series, and shall constitute a full payment of the fee due you
for all services prior to that date. If this Agreement is terminated as of any
date not the last day of a month, such fee shall be paid as promptly as possible
after such date of termination, shall be based on the average daily net assets
of the Specified Series in that period from the beginning of such month to such
date of termination, and shall be that proportion of such average daily net
assets as the number of business days in such period bears to the number of
business days in such month. The average daily net assets of a Specified Series
shall in all cases be based only on business days and be computed as of the time
of the regular close of business of the New York Stock Exchange, or such other
time as may be determined by the Trustees. Each such payment shall be
accompanied by a report of the Fund prepared either by the Fund or by a
reputable firm of independent accountants which shall show the amount properly
payable to you under this Agreement and the detailed computation thereof.

5. Limitation of Liability. You shall not be liable for any error of
judgement or mistake of law or for any loss suffered by the Fund in connection
with the matters to which this Agreement relates except a loss resulting from
willful misfeasance, bad faith, or gross negligence on your part in the
performance of your duties, or from reckless disregard by you of your
obligations and duties under this Agreement. Any person, even though also
employed by you, who may be or become an employee of and paid by the Fund shall
be deemed, when acting within the scope of his or her employment by the Fund, to
be acting in such employment solely for the Fund and not as your employee or
agent.

6. Duration and Termination of this Agreement. This Agreement shall
remain in force until February 1, 2000 and continue from year to year
thereafter, but only so long as such continuance is specifically approved at
least annually with respect to each Specified Series by the vote of a majority
of the Trustees who are not interested persons of you or of the Fund, cast in
person at a meeting called for the purpose of voting on such approval and by a
vote of the Trustees. This Agreement may, on 30 days notice, be terminated at
any time without the payment of any penalty by you, and, immediately upon
notice, by the Trustees or, as to a Specified Series, by vote of a majority of
the outstanding voting securities of that Specified Series. This Agreement shall
automatically terminate in the event of its assignment. In interpreting the
provisions of this Agreement, the definitions contained in Section 2(a) of the
1940 Act, as modified by rule 18f-2 under the Act (particularly the definitions
of "interested person", "assignment", and "majority of the outstanding voting
securities"), as from time to time amended, shall be applied, subject, however,
to such exemptions as may be granted by the Securities and Exchange Commission
by any rule, regulation, or order.

7. Amendment of this Agreement. No provisions of this Agreement may be
changed, waived, discharged, or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge, or termination is sought, and no amendment of this Agreement shall be
effective as to a

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<PAGE>

Specified Series until approved by the Trustees, including a majority of the
Trustees who are not interested persons of you or of the Fund, cast in person at
a meeting called for the purpose of voting on such approval.

8. Miscellaneous. The captions in this Agreement are included for
convenience or reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction of effect. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

9. Limitation of Liability of the Trustees and Shareholders. A copy of
the Agreement and Declaration of Trust of the Fund is on file with the Secretary
of The Commonwealth of Massachusetts, and notice is hereby given that this
instrument is executed on behalf of the Trustees of the Fund as Trustees and not
individually and that the obligations of this instrument are not binding upon
any of the Trustees, officers, or shareholders individually but are binding only
upon the assets and property of the appropriate Series.

If you are in agreement with the foregoing, please sign the form of
acceptance on the accompanying counterpart of this letter and return such
counterpart to the Fund, whereupon this letter shall become a binding contract.

Yours very truly,

MENTOR FUNDS

By: ___________________________
Title:

The foregoing Agreement is hereby accepted as of the date thereof.

MENTOR INVESTMENT GROUP, LLC

By: _____________________________
Title:

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<PAGE>

EXHIBIT A

Mentor Institutional Tax-Exempt Money Market Portfolio

-5-

AGENCY AGREEMENT

THIS AGREEMENT made the ___ day of ________, 1998, by and between
INVESTORS FIDUCIARY TRUST COMPANY, a state chartered trust company organized and
existing under the laws of the State of Missouri, having its principal place of
business at 127 West 10th Street, Kansas City, Missouri 64105 ("IFTC"), and
MENTOR FUNDS, a Massachusetts business trust, having its principal place of
business at 901 East Byrd Street, Richmond, Virginia 23219 on behalf of each of
Mentor Institutional Money Market Portfolio, Mentor Institutional U.S.
Government Money Market Portfolio, and Mentor Institutional Tax- Exempt Money
Market Portfolio (A reference to "Fund" shall be to Mentor Funds on behalf of
each such Portfolio, severally and not jointly).:

WITNESSETH:
WHEREAS, Mentor Funds desires to appoint IFTC as Transfer Agent and
Dividend Disbursing Agent for each Fund, and IFTC desires to accept such
appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:

1. Documents to be Filed with Appointment.
In connection with the appointment of IFTC as Transfer Agent and
Dividend Disbursing Agent for Fund, there will be filed with IFTC the
following documents, upon request:

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<PAGE>

A. A certified copy of the resolutions of the Trustees of Mentor
Funds appointing IFTC as Transfer Agent and Dividend
Disbursing Agent, approving the form of

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<PAGE>

this Agreement, and designating certain persons to sign share
certificates, if any, and give written instructions and
requests on behalf of Fund;
B. A certified copy of the Agreement and Declaration of Trust of
Mentor Funds and all amendments thereto,:
C. A certified copy of the Bylaws of Mentor Funds;
D. Copies of Registration Statements and amendments thereto,
filed with the Securities and Exchange Commission.
E. Specimens of all forms of outstanding share certificates, in
the forms approved by the Trustees of Mentor Funds, with a
certificate of the Secretary of Mentor Funds as to such
approval;
F. Specimens of the signatures of the officers of Mentor Funds
authorized to sign share certificates and individuals
authorized to sign written instructions and requests;
G. An opinion of counsel for Mentor Funds with respect to:
(1) Mentor Funds' organization and existence under the
laws of its state of organization,
(2) The status of all shares of beneficial interest of
Fund under the Securities Act of 1933, as amended,
and any other applicable federal or state statute and
(3) That all issued shares are, and all unissued shares
will be, when issued, validly issued, fully paid and
nonassessable.

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<PAGE>

2. Certain Representations and Warranties of IFTC. IFTC represents and
warrants to Fund that:
A. It is a trust company duly organized and existing and in good
standing under the laws of Missouri.
B. It is duly qualified to carry on its business in the State of
Missouri.
C. It is empowered under applicable laws and by its charter and
bylaws to enter into and perform the services contemplated in
this Agreement.
D. It is registered as a transfer agent to the extent required
under the Securities Exchange Act of 1934.
E. All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement.
F. It has and will continue to have and maintain the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement.
3. Certain Representations and Warranties of Fund. Mentor Fund represents
and warrants to IFTC that:
A. It is a business trust duly organized and existing and in good
standing under the laws of the Commonwealth of Massachusetts.
B. It is an open-end management investment company registered
under the Investment Company Act of 1940, as amended.
C. A registration statement under the Securities Act of 1933 has
been filed and will be effective with respect to all shares of
Fund being offered for sale.

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<PAGE>

D. All requisite steps have been or will be taken to register
Fund's shares for sale in all applicable states.
E. Mentor Funds is empowered under applicable laws and by its
Agreement and Declaration of Trust and bylaws to enter into
and perform this Agreement.
4. Scope of Appointment.
A. Subject to the conditions set forth in this Agreement, Mentor
Funds hereby appoints IFTC as Transfer Agent and Dividend
Disbursing Agent in respect of each Fund.
B. IFTC hereby accepts such appointment and agrees that it will
act as each Fund's Transfer Agent and Dividend Disbursing
Agent. IFTC agrees that it will also act as agent in
connection with Fund's periodic withdrawal payment accounts
and other open accounts or similar plans for shareholders, if
any.
C. IFTC agrees to provide the necessary facilities, equipment and
personnel to perform its duties and obligations hereunder in
accordance with industry practice.
D. Mentor Funds agrees to use its best efforts to deliver to IFTC
in Kansas City, Missouri, as soon as they are available,
originals or copies of all of its shareholder account records
in respect of each Fund.
E. IFTC agrees that it will perform the usual and ordinary
services as transfer, dividend disbursing and shareholders'
servicing agent for Fund, and as agent of Fund for shareholder
accounts thereof, in a timely manner, including issuing

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<PAGE>

(including countersigning), transferring and canceling share
certificates; maintaining all shareholder accounts; providing
transaction journals; preparing shareholder meeting lists,
mailing proxies and proxy materials, receiving and tabulating
proxies, certifying the shareholder votes in the Fund; mailing
shareholder reports and prospectuses; withholding, as required
by Federal law, taxes on shareholder accounts, disbursing
income dividends and capital gains distributions to
shareholders, preparing, filing and mailing U.S. Treasury
Department Forms 1099, W2-P, 1042S and backup withholding as
required for all shareholders; preparing and mailing
confirmation forms to shareholders and dealers, as instructed,
for all purchases and liquidations of shares of the Fund and
other confirmable transactions in shareholders' accounts;
recording reinvestment of dividends and distributions in
shares of the Fund; providing or making available on-line
daily and monthly reports as provided by the mutual fund
processing system utilized by IFTC (the "DST System") and as
requested by the Fund or its management company; maintaining
those records necessary to carry out IFTC's duties hereunder,
including all information reasonably required by the Fund to
account for all transactions in Fund shares, calculating the
appropriate sales charge with respect to each purchase of Fund
shares as set forth in the prospectus for the Fund,
determining the portion of each sales charge payable to the
dealer participating in a sale in accordance with schedules
delivered to IFTC by the Fund's principal underwriter or
distributor (hereinafter

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<PAGE>

"principal underwriter") from time to time, disbursing dealer
commissions collected to such dealers, determining the portion
of each sales charge payable to such principal underwriter and
disbursing such commissions to the principal underwriter;
receiving correspondence pertaining to any former, existing or
new shareholder account, processing such correspondence for
proper recordkeeping, and responding promptly to shareholder
correspondence; processing, as provided in the Fund's
prospectus, purchases or redemptions or instructions to settle
any mail or wire order purchases or redemptions received in
proper order as set forth in the prospectus, rejecting
promptly any requests not received in proper order (as defined
by the Fund or its designated agents), and causing exchanges
of shares to be executed in accordance with the Fund's
instructions and prospectus and the general exchange privilege
application, as they may be amended for time to time; mailing
to dealers confirmations of wire order trades; and mailing
copies of shareholder statements to shareholders and
registered representatives of dealers in accordance with the
Fund's instructions.
F. IFTC will use reasonable efforts to provide, reasonably
promptly under the circumstances, the same services with
respect to any new, additional functions or features or any
changes or improvements to existing functions or features as
provided for in the Fund's prospectus as amended from time to
time, provided, however, that IFTC is advised in advance by
the Fund of any changes therein and the mutual fund processing
system utilized by IFTC (the "DST System") as

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<PAGE>

then constituted supports such additional functions and
features. If any addition to, improvement of or change in the
features and functions currently provided by the DST System
requested by the Fund requires an enhancement or modification
to the DST System, IFTC shall not be liable therefor until
such modification or enhancement is installed on the DST
System. If any new, additional function or feature or change
or improvement to existing functions or features or new
service measurably increases IFTC's cost of performing the
services required hereunder at the current level of service,
IFTC shall advise the Fund of the amount of such increase and
if the Fund elects to utilize such function, feature or
service, IFTC shall be entitled to increase its fees by the
amount of the increase in costs.
5. Limit of Authority.
Unless otherwise expressly limited by the resolution of appointment or
by subsequent action by the Fund, the appointment of IFTC as Transfer
Agent will be construed to cover the full amount of authorized shares
of the class or classes for which IFTC is appointed as the same will,
from time to time, be constituted, and any subsequent increases in such
authorized amount.
6. Compensation and Expenses.
A. In consideration for its services hereunder as Transfer Agent
and Dividend Disbursing Agent, Fund will pay to IFTC from time
to time, as compensation for all services rendered as Agent,
the fees set forth in a separate schedule to be

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<PAGE>

B. agreed to by Fund and IFTC in writing from time to time and
also all its reasonable out-of-pocket expenses, charges,
counsel fees, and other disbursements (Compensation and
Expenses) incurred in connection with the agency. The initial
fee schedule is attached hereto and incorporated herein by
reference. If the Fund has not paid such Compensation and
Expenses to IFTC within a reasonable time, IFTC may charge
against any monies held under this Agreement, the amount of
any Compensation and/or Expenses for which it shall be
entitled to reimbursement under this Agreement. The Fund also
agrees promptly to reimburse IFTC for all reasonable out of-
pocket expenses or disbursements incurred by IFTC in
connection with the performance of services under this
Agreement including, but not limited to, expenses for postage
(in advance if requested), express delivery services, freight
charges, envelopes, checks, drafts, forms (continuous or
otherwise), specially requested reports and statements,
telephone calls, telegraphs, stationery supplies, reasonable
outside counsel fees, outside mailing fu-ms, (including
Support Resources, Inc.), magnetic tapes, reels or cartridges
(if sent to Fund or to a third party at Fund's request) and
magnetic tape handling charges, record storage and media for
storage of records (e.g., microfilm, microfiche, optical
platters, computer tapes), computer equipment installed at
the Fund's request at the Fund's or third party's premises,
telecommunications equipment and related telephone lines,
proxy soliciting, processing and/or tabulating costs, and
NSCC

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<PAGE>

transaction fees to the extent any of the foregoing are paid
by IFTC. The Fund agrees to pay postage expenses at least one
day in advance if so requested. In addition, any other
expenses incurred by IFTC at the request or with the consent
of the Fund will be promptly reimbursed by the Fund.
7. Operation of IFTC System.
A. In connection with the performance of its services under this
Agreement, IFTC is responsible for such items as:
(1) The accuracy of entries in IFTC's records reflecting
orders and instructions received by IFTC from
dealers, shareholders, Fund or its principal
underwriter;
(2) The availability and the accuracy of shareholder
lists, shareholder account verifications,
confirmations and other shareholder account
information to be produced from its records or data;
(3) The accurate and timely issuance of dividend and
distribution checks in accordance with instructions
received from Fund;
(4) The accuracy of redemption transactions and payments
in accordance with redemption instructions received
from dealers, shareholders or Fund;
(5) The deposit daily in Fund's appropriate special bank
account of all checks and payments received from
dealers or shareholders for investment in shares;

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<PAGE>

(6) The requiring of proper forms of instruction,
signatures and signature guarantees and any necessary
documents supporting the legality of transfers,
redemptions and other shareholder account
transactions, all in conformance with IFTC's present
procedures with such changes as may be required or
approved by Fund; and
(7) The maintenance of a current duplicate set of Fund's
essential records at a secure distant location, in a
form available and usable forthwith in the event of
any break-down or disaster disrupting its main
operation.
8. Indemnification.

A. IFTC shall at all times use reasonable care, due diligence
and act in good faith in performing its duties under this
Agreement. Except to the extent caused by IFTC's bad faith
conduct, IFTC shall not be responsible for, and the Fund
shall indemnify and hold IFTC harmless from and against,
any and all losses, damages, costs, charges, counsel fees,
payments, expenses and liability which may be asserted
against IFTC or for which IFTC may be held to be liable, to
the extent arising out of or attributable to:

(1) All actions of IFTC required to be taken by
IFTC pursuant to this Agreement, provided that
IFTC has acted in good faith and with due
diligence and reasonable care;

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<PAGE>

(2) The Fund's refusal or failure to comply with the
terms of this Agreement, the Fund's negligence or
willful misconduct, or the breach of any
representation or warranty of the Fund hereunder;
(3) The good faith reliance on, or the carrying out of,
any written or recorded oral instructions or requests
of persons designated by the Fund in writing from
time to time as authorized to give instructions on
its behalf or representatives of the Fund's
investment advisor, sponsor or principal underwriter
or IFTC's good faith reliance on, or use of,
information, data, records and documents received
from, or which have been prepared and/or maintained
by the Fund, its investment advisor, its sponsor or
its principal underwriter;
(4) Defaults by dealers or shareowners with respect to
payment for share orders previously entered;
(5) The offer or sale of the Fund's shares in violation
of any requirement under federal securities laws or
regulations or the Securities laws or regulations of
any state or in violation of any stop order or other
determination or ruling by any federal agency or
state with respect to the offer or sale of such
shares in such state (unless such violation results
from IFTC's failure to comply with written
instructions of the Fund or of any officer of the
Fund that no offers or sales be made in or to
residents of such state);

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<PAGE>

(6) The Fund's errors and mistakes in the use of the DST
System, the data center, computer and related
equipment used to access the DST System (the "DST
Facilities"), and control procedures relating thereto
in the verification of output and in the remote input
of data; and
(7) Errors, inaccuracies, and omissions in, or errors,
inaccuracies or omissions of IFTC arising out of or
resulting from such errors, inaccuracies and
omissions in, the Fund's records, shareholder and
other records, delivered to IFTC hereunder by the
Fund or its prior agent(s).
B. IFTC shall indemnify and hold the Fund harmless from and against any
and all losses, damages, costs, charges, counsel fees, payments, expenses and
liability arising out of IFTC's failure to comply with the terms of this
Agreement or arising out of or attributable to IFTC's negligence or willful
misconduct or breach of any representation or warranty of IFTC hereunder. In the
event IFTC shall be liable under this subsection, then the Fund shall (unless
the liability arises out of IFTC's willful misconduct) take reasonable steps
with IFTC to mitigate the amount of such liability.
C. EXCEPT FOR VIOLATIONS OF SECTION 23., IN NO EVENT AND UNDER NO
CIRCUMSTANCES SHALL EITHER PARTY TO THIS AGREEMENT BE LIABLE
TO ANYONE, INCLUDING, WITHOUT LIMITATION TO THE OTHER PARTY,
FOR CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES FOR ANY ACT OR
FAILURE TO

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<PAGE>

ACT UNDER ANY PROVISION OF THIS AGREEMENT EVEN IF
ADVISED OF THE POSSIBILITY THEREOF.
9. Certain Covenants of IFTC and Fund.
A. All requisite steps will be taken by Fund from time to time
when and as necessary to register the Fund's shares for sale
in 0 states in which Fund's shares shall at the time be
offered for sale and require registration. If at any time Fund
will receive notice of any stop order or other proceeding in
any such state affecting such registration or the sale of
Fund's shares, or of any stop order or other proceeding under
the federal securities laws affecting the sale of Fund's
shares, Fund will give prompt notice thereof to IFTC.
B. IFTC hereby agrees to perform such transfer agency functions
as are set forth in Section 4.E. above and establish and
maintain facilities and procedures reasonably acceptable to
Fund for safekeeping of share certificates, check forms, and
facsimile signature imprinting devices, if any; and for the
preparation or use, and for keeping account of, such
certificates, forms and devices, and to carry such insurance
as it considers adequate and reasonably available.
C. To the extent required by Section 31 of the Investment Company
Act of 1940 as amended and Rules thereunder, IFTC agrees that
all records maintained by IFTC relating to the services to be
performed by IFTC under this Agreement are

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<PAGE>

the property of Fund and will be preserved and will be
surrendered promptly to Fund on request.
D. IFTC agrees to furnish Fund semiannual reports of its
financial condition, consisting of a balance sheet, earnings
statement and any other financial information reasonably
requested by Fund. The annual financial statements will be
certified by IFTC's certified public accountants.
E. IFTC represents and agrees that it will use its best efforts
to keep current on the trends of the investment company
industry relating to shareholder services and will use its
best efforts to continue to modernize and improve.
F. IFTC will permit Fund and its authorized representatives to
make periodic inspections of its operations as such would
involve the Fund at reasonable times during business hours.
10. Recapitalization or Readjustment.
In case of any recapitalization, readjustment or other change in the
capital structure of Fund requiring a change in the form of share
certificates, IFTC will issue or register certificates in the new form
in exchange for, or in transfer of, the outstanding certificates in the
old form, upon receiving:
A. Written instructions from an officer of Fund;
B. Certified copy of the amendment to Mentor Funds' Agreement and
Declaration of Trust or other document effecting the change;

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C. Certified copy of the order or consent of each governmental or
regulatory authority, required by law to the issuance of the
shares in the new form, and an opinion of counsel that the
order or consent of no other government or regulatory
authority is required;
D. Specimens of the new certificates in the form approved by the
Trustees of Mentor Funds, with a certificate of the Secretary
of Mentor Funds as to such approval;
E. Opinion of counsel for Mentor Funds stating:
(1) The status of the shares of beneficial interest of
Fund in the new form under the Securities Act of
1933, as amended and any other applicable federal or
state statute; and
(2) That the issued shares in the new form are, and all
unissued shares will be, when issued, validly issued,
fully paid and nonassessable.
11. Share Certificates.
Fund will furnish IFTC with a sufficient supply of blank share
certificates and from time to time will renew such supply upon the
request of IFTC. Such certificates will be signed manually or by
facsimile signatures of the officers of Fund authorized by law and by
bylaws to sign share certificates, and if required, will bear the
corporate seal or facsimile thereof.
12. Death, Resignation or Removal of Signing Officer.

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Fund will file promptly with IFTC written notice of any change in the
officers authorized to sign share certificates, written instructions or
requests, together with two signature cards bearing the specimen
signature of each newly authorized officer. In case any officer of Fund
who will have signed manually or whose facsimile signature will have
been affixed to blank share certificates will die, resign, or be
removed prior to the issuance of such certificates, IFTC may issue or
register such share certificates as the share certificates of Fund
notwithstanding such death, resignation, or removal, until specifically
directed to the contrary by Fund in writing. In the absence of such
direction, Fund will file promptly with IFTC such approval, adoption,
or ratification as may be required by law.
13. Future Amendments of Charter and Bylaws.
Fund will promptly file with IFTC copies of all material amendments to
its Agreement and Declaration of Trust or bylaws made after the date of
this Agreement.
14. Instructions, Opinion of Counsel and Signatures.
At any time IFTC may apply to any person authorized by the Fund to give
instructions to IFTC, and may with the approval of a Fund officer
consult with legal counsel for Fund or its own legal counsel at the
expense of Fund, with respect to any matter arising in connection with
the agency and it will not be liable for any action taken or omitted by
it reasonably and in good faith in reliance upon such instructions or
upon the opinion of such counsel. IFTC will be protected in acting upon
any paper or document reasonably believed by it to be genuine and to
have been signed by the proper person or

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<PAGE>

persons and will not be held to have notice of any change of authority
of any person, until receipt of written notice thereof from Fund. It
will also be protected in recognizing share certificates which it
reasonably believes to bear the proper manual or facsimile signatures
of the officers of Mentor Funds, and the proper countersignature of any
former Transfer Agent or Registrar, or of a co-Transfer Agent or
co-Registrar.
15. Omnibus Accounts.
The Fund recognizes that the Fund shall be marketed primarily through
broker-dealers whose clients' positions and holdings in the Fund will
be contained within an omnibus account in the broker-dealer's name.
Accordingly, the books and records of the Fund as maintained by IFTC
may not reflect the name, address and other identifying information
concerning the ultimate investors but merely the name, address and
other identifying information concerning the nominee broker-dealer.
Further, IFTC shall not have any role or responsibility in choosing,
accepting or rejecting prospective broker-dealer nominees. Accordingly,
IFTC shall have no responsibility or liability for the actions or
omissions of any such broker-dealer.
16. [Intentionally Omitted].
17. Records.
IFTC will maintain customary records in connection with its agency, and
particularly will maintain those records required to be maintained
pursuant to subparagraph (2) (iv) of paragraph (b) of Rule 31a-l under
the Investment Company Act of 1940, if any.
18. Disposition of Books, Records and Canceled Certificates.

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<PAGE>

IFTC will send periodically to Fund, or to where designated by the
Secretary or an Assistant Secretary of Mentor Funds, all books,
documents, and all records no longer deemed needed for current purposes
and share certificates which have been canceled in transfer or in
exchange, upon the understanding that such books, documents, records,
and share certificates will be maintained by the Fund under and in
accordance with the requirements of Section 17Ad-7 adopted under the
Securities Exchange Act of 1934. Such materials relating to share
certificates which have been stopped and replaced and share
certificates escheated will not be destroyed by Fund without the
written consent of IFTC (which consent will not be unreasonably
withheld), but will be safely stored for possible future reference.
19. Provisions Relating to IFTC as Transfer Aunt.
A. IFTC will make original issues of share certificates upon
written request of an officer of Fund and upon being furnished
with a certified copy of a resolution of the Trustees
authorizing such original issue, an opinion of counsel as
outlined in paragraphs LD. and G. of this Agreement, any
documents required by paragraphs 5. or 10. of this Agreement,
and necessary funds for the payment of any original issue tax.
B. Before making any original issue of certificates Fund will
furnish IFTC with sufficient funds to pay all required taxes
on the original issue of the share, if any. Fund will furnish
IFTC such evidence as may be required by IFTC to show the
actual value of the shares.

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<PAGE>

C. Shares will be transferred and new certificates issued in
transfer, or shares accepted for redemption and funds
remitted therefor, upon surrender of the old certificates in
form reasonably deemed by IFTC properly endorsed for transfer
or redemption accompanied by such documents as IFTC may
reasonably deem necessary to evidence that authority of the
person making the transfer or redemption, and bearing
satisfactory evidence of the payment of any applicable share
transfer taxes. IFTC reserves the right to refuse to transfer
or redeem shares until it is satisfied that the endorsement
or signature on the certificate or any other document is
valid and genuine, and for that purpose it may require a
guaranty of signature by a firm having membership in the New
York Stock Exchange, Midwest Stock Exchange, American Stock
Exchange, Pacific Coast Stock Exchange, or any other exchange
acceptable to IFTC or by a bank or trust company approved by
it. IFTC also reserves the right to refuse to transfer or
redeem shares until it is satisfied that the requested
transfer or redemption is legally authorized, and it will
incur no liability for the refusal in good faith to make
transfers or redemptions which, in its reasonable judgment,
are improper or unauthorized. IFTC may, in effecting
transfers or redemptions, rely upon Simplification Acts or
other statutes which protect it and Fund in not requiring
complete fiduciary documentation.
D. When mail is used for delivery of share certificates IFTC will
forward share certificates in "nonnegotiable" form by first
class or registered mail and share

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<PAGE>

certificates in "negotiable" form by registered mail, all such
mail deliveries to be covered while in transit to the
addressee by insurance arranged for by IFTC.
E. IFTC will issue and mail subscription warrants, certificates
representing share dividends, exchanges or split ups, or act
as Conversion Agent upon receiving written instructions from
any officer of Mentor Funds and such other documents as IFTC
deems necessary.
F. IFTC will issue, transfer, and split up certificates and will
issue certificates representing full shares upon surrender of
scrip certificates aggregating one full share or more when
presented to IFTC for that purpose upon receiving written
instructions from an officer of Mentor Funds and such other
documents as IFTC may deem necessary.
G. IFTC may issue new certificates in place of certificates
represented to have been lost, destroyed, stolen or otherwise
wrongfully taken upon receiving instructions from Fund and
indemnity satisfactory to IFTC and Fund, and may issue new
certificates in exchange for, and upon surrender of, mutilated
certificates. Such instructions from Fund will be in such form
as will be approved by the Trustees of Fund and will be in
accordance with the provisions of law and the bylaws of Fund
governing such matter.
H. IFTC will supply a shareholder's list to Fund for any
shareholder meeting upon receiving a request from an officer
of Mentor Funds. It will also supply lists at such other times
as may be requested by an officer of Mentor Funds.

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<PAGE>

I. Upon receipt of written instructions of an officer of Mentor
Funds, IFTC will address and mail notices to shareholders.
J. In case of any request or demand for the inspection of the
share books of Fund or any other books in the possession of
IFTC, IFTC will endeavor to notify Fund and to secure
instructions as to permitting or refusing such inspection.
IFTC reserves the right, however, to exhibit the share books
or other books to any person in case it is advised by its
counsel that it may be held responsible for the failure to
exhibit the share books or other books to such person.
20. Provisions Relating to Dividend Disbursing Agency.
A. IFTC will, at the expense of Fund, provide a special form of
check containing the imprint of any device or other matter
desired by Fund. Said checks must, however, be of a form and
size convenient for use by IFTC.
B. If Fund desires to include additional printed matter,
financial statements, etc., with the dividend checks, the same
will be furnished IFTC within a reasonable time prior to the
date of mailing of the dividend checks, at the expense of
Fund.
C. If Fund desires its distributions mailed in any special form
of envelopes, sufficient supply of the same will be furnished
to IFTC but the size and form of said envelopes will be
subject to the approval of IFTC. If stamped envelopes are
used, they must be furnished by Fund; or if postage stamps are
to be affixed to the envelopes, the stamps or the cash
necessary for such stamps must be furnished by Fund.

-22-

<PAGE>

IFTC will maintain one or more deposit accounts as Agent for
Fund, into which the monies received by IFTC as agent of the
Fund and monies for payment of dividends, distributions,
redemptions or other disbursements provided for hereunder will
be deposited, and against which checks will be drawn. If IFTC
shall, in its sole discretion, advance funds to the account of
the Fund which results in an overdraft on any account of Fund
maintained at IFTC, the amount of the overdraft shall be
payable on demand along with the overdraft fee provided for in
the then-current fee schedule. IFTC shall be entitled to
offset the amount owed for any such overdraft against any
other monies of Fund held by IFTC.
E. IFTC is authorized and directed to stop payment of checks
theretofore issued hereunder, but not presented for payment,
when the payees thereof allege either that they have not
received the checks or that such checks have been mislaid,
lost, stolen, destroyed or through no fault of theirs, are
otherwise beyond their control, and cannot be produced by them
for presentation and collection, and, upon receipt of
appropriate indemnities or undertakings from the payees, to
issue and deliver duplicate checks in replacement thereof.
21. Assumption of Duties By the Fund.
The Fund may assume certain duties and responsibilities of IFTC or
those usual and ordinary services of Transfer Agent and Dividend
Disbursement Agent as those terms are referred to in Section 4.E. of
this Agreement including but not limited to accepting

-23-

<PAGE>

shareholder instructions and transmitting orders based on such
instructions to IFTC, preparing and mailing confirmations, obtaining
certified TIN numbers, and disbursing monies of the Fund. To the extent
the Fund or its agent or affiliate assumes such duties and
responsibilities, IFTC shall be relieved from all responsibility and
liability therefor.
22. Termination of Agreement.
A. This Agreement may be terminated by either party upon receipt
of ninety (90) days written notice from the other party.
B. Fund, in addition to any other rights and remedies, shall have
the right to terminate this Agreement forthwith upon the
occurrence at any time of any of the following events:

(1) Any interruption or cessation of operations by IFTC
or its assigns which materially interferes with the
business operation of Fund;
(2) The insolvency or bankruptcy of IFTC or the
appointment of a receiver for IFTC;
(3) Any merger, consolidation or sale of substantially
all the assets of IFTC;
(4) The acquisition of a controlling interest in IFTC
by any broker, dealer, investment adviser or
investment company except as may presently exist; or
(5) Failure by IFTC or its assigns to perform its duties
in accordance with the Agreement, which failure
materially adversely affects the business operations
of Fund and which failure continues for ten (10)
business days

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<PAGE>

after receipt of written notice from Fund; provided,
however, that notwithstanding the foregoing, if such
failure cannot reasonably be cured within ten (10)
business days, then IFTC shall have such time as is
reasonably necessary to cure such failure, but not to
exceed thirty (30) days.
C. In the event of termination, Fund will promptly pay IFTC all
amounts due to IFTC hereunder.
D. In the event of termination, (1) IFTC will transfer the books
and records of the Fund to the designated successor transfer
for reasonable compensation therefor, and (2) IFTC will
provide other reasonably necessary information relating to its
services provided hereunder other than IFTC Protected
Information (as defined in Section 23.C.) for reasonable
compensation therefor.
23. Confidentiality.
A. IFTC agrees that, except as provided in the last sentence of
Section 19.J hereof, or as otherwise required by law, IFTC
will keep confidential all records of and information in its
possession relating to Fund or its shareholders or shareholder
accounts and will not disclose the same to any person except
at the request or with the consent of Fund.
B. Fund agrees that, except as otherwise required by law, Fund
will keep confidential all financial statements and other
financial records (other than statements and records relating
solely to Fund's business dealings with IFTC or

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<PAGE>

Fund operations) and all manuals, systems and other technical
information and data, not publicly disclosed, relating to
IFTC's operations and programs furnished to it by IFTC
pursuant to this Agreement and will not disclose the same to
any person except at the request or with the consent of IFTC.

C. The Fund acknowledges that IFTC and DST Systems, Inc. (DST)
have proprietary rights in and to the computerized data
processing recordkeeping system used by IFTC to perform
services hereunder including, but not limited to the
maintenance of shareholder accounts and records, processing of
related information and generation of output (the MFS System),
including, without limitation any changes or modifications of
the MFS System and any other IFTC or DST programs, data bases,
supporting documentation, or procedures (collectively "IFTC
Protected Information") which the Fund's access to the MFS
System or computer hardware or software may permit the Fund or
its employees or agents to become aware of or to access and
that the IFTC Protected Information constitutes confidential
material and trade secrets of IFTC. The Fund agrees to
maintain the confidentiality of the IFTC Protected
Information. The Fund acknowledges that any unauthorized use,
misuse, disclosure or taking of IFTC Protected Information
which is confidential as provided by law, or which is a trade
secret, residing or existing internal or external to a
computer, computer system, or computer network, or the knowing
and unauthorized accessing or causing to be accessed of any
computer,

-26-

<PAGE>

computer system, or computer network, may be subject to civil
liabilities and criminal penalties under applicable state law.
The Fund will advise all of its employees and agents who have
access to any IFTC Protected Information or to any computer
equipment capable of accessing IFTC or DST hardware or
software of the foregoing. DST is intended to be, and shall
be, a third party beneficiary of the Fund's obligations and
undertakings contained in this Section.
D. If either party believes at any time that it is or may be
required by law to disclose confidential information of the
other party, it shall notify such other party thereof as
promptly as possible and permit the other party to contest the
disclosure by appropriate legal proceedings or other action.
24. Changes and Modifications.
A. During the term of this Agreement IFTC will use on behalf of
the Fund without additional cost all modifications,
enhancements, or changes which DST or IFTC may make to its
shareholder/transfer agent processing system in the normal
course of its business and which are applicable to functions
and features offered by the Fund, unless substantially all DST
or IFTC clients are charged separately for such modifications,
enhancements or changes, including, without limitation,
substantial system revisions or modifications necessitated by
changes in existing laws, rules or regulations. The Fund
agrees to pay IFTC promptly for modifications and improvements
utilized by the Fund which are charged for separately at the
rate provided for in DST's or IFTC's standard pricing schedule

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<PAGE>

which shall be identical for substantially all clients, if a
standard pricing schedule shall exist, provided that IFTC
shall give the Fund ninety (90) days advance written notice
thereof. If there is no standard pricing schedule, the parties
shall mutually agree upon the rates to be charged.

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<PAGE>

B. IFTC shall have the right, at any time and from time to time,
to alter and modify any systems, programs, procedures or
facilities used or employed in performing its duties and
obligations hereunder; provided that the Fund will be notified
as promptly as possible prior to implementation of such
alterations and modifications and that no such alteration or
modification or deletion shall materially adversely change or
affect the operations and procedures of the Fund unless the
Fund is given sixty (60) days prior notice to allow the Fund
to change its procedures; and provided further, that if any
fee increase shall result therefrom, IFTC shall give the Fund
ninety (90) days advance written notice thereof. All
enhancements, improvements, changes, modifications or new
features added to the DST System however developed or paid for
shall be, and shall remain, the confidential and exclusive
property of, and proprietary to, DST Systems, Inc.
Notwithstanding the foregoing, at the request of the Fund, all
enhancements, improvements, modifications or new features
added to the DST System developed at the expense of the Fund,
may be subject to a period of exclusivity as mutually agreed
to by the Fund and IFTC, which period may not exceed three (3)
months.

25. Subcontractors.
The Fund acknowledges that IFTC intends to subcontract certain
obligations hereunder and consents to such subcontract on condition
that IFTC shall remain fully responsible and liable for the complete
and proper performance of IFTC's obligations hereunder,

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<PAGE>

that all acts and omissions of any such subcontractor hereunder shall
for all purposes hereof be considered and deemed to be acts or
omissions of IFTC and that the Fund shall be fully responsible and
liable hereunder to IFTC as if no subcontract had occurred and such
obligations had been performed by IFTC itself.
26. Force Majeure.
IFTC shall not be responsible or liable for its failure or delay in
performance of its obligations under this Agreement to the extent
arising out of or caused, directly or indirectly, by circumstances
beyond its reasonable control, including, without limitation: any
interruption, loss or malfunction or any utility, transportation,
computer (hardware or software) or communication service; inability to
obtain labor, material, equipment or transportation, or a delay in
mails; governmental or exchange action, statute, ordinance, rulings,
regulations or direction; war, strike, riot, emergency, civil
disturbance, terrorism, vandalism, explosions, labor disputes, freezes,
floods, fires, tornados, acts of God or public enemy, revolutions, or
insurrection; or any other cause, contingency, circumstance or delay
not subject to IFTC's reasonable control.
27. Declaration of Trust. The parties agree that this Agreement shall
constitute a separate and discrete agreement between IFTC and each
Fund, as if set out in a separate writing executed by IFTC and Mentor
Funds on behalf solely of that Fund alone, and no other series of
shares of Mentor Funds shall have any obligation or incur any liability
under or

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<PAGE>

in respect of such agreement. Any reference in this Agreement to a
"Fund" shall be construed so as to give effect to the foregoing.

A copy of the Agreement and Declaration of Trust of Mentor Funds is on
file with the Secretary of The Commonwealth of Massachusetts, and
notice is hereby given that this instrument is executed on behalf of
the Trustees of Mentor Funds as Trustees and not individually and that
the obligations of or arising out of this instrument are not binding
upon any of the Trustees or beneficiaries individually, but binding
only upon the assets and property of the Fund in question.
28. Miscellaneous.
A. This Agreement shall be construed according to, and the rights
and liabilities of the parties hereto shall be governed by,
the laws of the State of Missouri.
B. All terms and provisions of this Agreement shall be binding
upon, inure to the benefit of and be enforceable by the
parties hereto and their respective successors and permitted
assigns.
C. The representations and warranties, and the indemnification
extended hereunder, if any, are intended to and shall continue
after and survive the expiration, termination or cancellation
of this Agreement.
D. No provisions of the Agreement may be amended or modified in
any manner except by a written agreement properly authorized
and executed each party hereto.

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<PAGE>

E. The captions in the Agreement are included for convenience of
reference only, and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or
effect.
F. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
G. If any part, term or provision of this Agreement is by the
courts held to be illegal, in conflict with any law or
otherwise invalid, the remaining portion or portions shall be
considered severable and not be affected, and the rights and
obligations of the parties shall be construed and enforced as
if the Agreement did not contain the particular part, term or
provision held to be illegal or invalid.
H. This Agreement may not be assigned by any party hereto without
prior written consent of the other parties.
I. Neither the execution nor performance of this Agreement shall
be deemed to create a partnership or joint venture by and
between Fund and IFTC.
J. Except as specifically provided herein, this Agreement does
not in any way affect any other agreements entered into among
the parties hereto and any actions taken or omitted by any
party hereunder shall not affect any rights or obligations of
any other party hereunder.

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<PAGE>

K. The failure of either party to insist upon the performance of
any terms or conditions of this Agreement or to enforce any
rights resulting from any breach of any of the terms or
conditions of this Agreement, including the payment of
damages, shall not be construed as a continuing or permanent
waiver of any such terms, conditions, rights or privileges,
but the same shall continue and remain in full force and
effect as if no such forbearance or waiver had occurred.
L. This Agreement constitutes the entire agreement between the
par-ties hereto and supersedes any prior agreement, draft or
agreement or proposal with respect to the subject matter
hereof, whether oral or written, and this Agreement may not be
modified except by written instrument executed by both
parties.

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<PAGE>

WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective duly authorized officers, to be effective the ____ day of
_________, 1998.
INVESTORS FIDUCIARY TRUST COMPANY

By:_______________________________

Title:____________________________

MENTOR FUNDS

By:_______________________________

Title:____________________________

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<PAGE>

DRAFT PROCESSING AGENCY AGREEMENT

This Draft Processing Agency Agreement ("Agreement") is hereby entered
into as of this ___ day of _________, 1998, by and between INVESTORS FIDUCIARY
TRUST COMPANY, a Missouri trust company having its principal offices at 127 West
10th Street, Kansas City, Missouri 64105-1716 ("IFTC") and MENTOR FUNDS, a
Massachusetts business trust having its principal offices at 901 East Byrd
Street, Richmond, Virginia 23219, on behalf of each of Mentor Institutional
Money Market Portfolio, Mentor Institutional U.S. Government Money Market
Portfolio, and Mentor Institutional Tax-Exempt Money Market Portfolio. (A
reference to "Fund" shall be to Mentor Funds on behalf of each such Portfolio,
severally and not jointly).
WHEREAS, Fund desires to make available to its participating
shareholders ("Shareholders") a feature by which such Shareholders may authorize
the Fund to redeem shares ("Shares") of the Fund owned by such Shareholder and
may access the proceeds of such redemptions through the use of drafts drawn on
such Fund and made payable through a financial institution that serves as the
Fund's paying, clearing, settlement and processing agent;
WHEREAS, in order to make such feature available to its Shareholders,
Fund desires to enter into an arrangement with a financial institution under
which such financial institution would perform certain payment, clearing,
processing, presentation, settlement and other services with respect to such
drafts; and
WHEREAS, IFTC is willing to provide certain such services to the Fund,
on certain terms and conditions;
NOW, THEREFORE, in consideration of the premises and mutual covenants
set forth in this Agreement, the parties hereby agree as follows:
1. Drafts. All drafts ("Drafts") to be processed by IFTC under this
Agreement shall conspicuously state that they are "payable through" IFTC and
shall contain such other identification, names, numbers, MICR codes and other
information as IFTC may from time to time reasonably specify. IFTC shall have no
obligation to perform any services hereunder with respect to any Draft that does
not contain all markings and information so specified by IFTC or is

-1-

<PAGE>

not in a form which has been expressly approved by IFTC. The cost of designing,
printing and distributing Drafts to Shareholders shall be borne solely by the
Fund.
2. Receipt of Drafts. Drafts shall contain names and MICR coding such
that they will be received by a bank ("Sub-Agent") designated by IFTC to act as
IFTC's sub-agent for purposes of receiving from the Federal Reserve Bank of
Kansas City Drafts payable through IFTC. For purposes of this Agreement, the
term "Banking Day" shall mean each day on which the Federal Reserve Bank of
Kansas City is open for business. All Drafts presented by the Federal Reserve
Bank of Kansas City to IFTC's Sub-Agent between 2:01 p.m. Central Time of each
Banking Day and 2:00 p.m. Central Time the next-following Banking Day shall be
batched and shall be deemed to have been presented to IFTC on such
next-following Banking Day.
3. Daily Report. Each Banking Day, IFTC shall prepare and transmit to
the Fund or a designated agent of the Fund an electronic data transmission (the
"Daily Report") containing the following information with respect to each Draft
in the batch presented to the Sub-Agent on that Banking Day: Draft number,
amount of Draft, Fund number, Fund account number, date of Draft, and all other
information contained on the MICR line supplied by the Federal Reserve Bank of
Kansas City. Additionally, each Daily Report shall reflect, with respect to each
Fund number, the total amounts of all Drafts contained in the batch received by
IFTC's -Sub-Agent on that Banking Day that were drawn on such Fund (the
"Settlement Amount"). IFTC shall cause the Daily Reports to be transmitted on an
overnight basis so as to be received by Fund prior to 8 a.m.
Eastern Time on the next Banking Day.
4. Review of Drafts. Fund shall at all times provide IFTC a current and
updated listing of all Fund accounts on which Draft privileges have been
extended to the respective Shareholders, the names of all Shareholders whose
signatures are required on such Drafts, and signature cards containing signature
specimens of such Shareholders. Fund will immediately notify IFTC in writing in
the event that Draft privileges are terminated on any such account or if the
account is closed or terminated; until the first Banking Day following IFTC's
receipt of such written notification, IFTC is authorized to continue to perform
its duties under this Agreement (including, without limitation, the honoring,
dishonoring, payment and settlement of Drafts of Shareholders whose Draft
privileges are canceled and/or accounts terminated) as if such

-2-

<PAGE>

privileges had not been revoked and/or accounts terminated. If the Fund does not
furnish to IFTC a signature card with respect to a Shareholder whose name
appears on a Draft received by IFTC or its Sub-Agent, IFTC shall have no duty
whatsoever with respect to reviewing or comparing any signatures on such Draft,
but shall, if the amount of such Draft equals or exceeds the $5,000 threshold
set forth below, list such Draft on the "Notification of Proposed Dishonor" list
provided by it to Fund pursuant to the provisions of section 6 below.
IFTC shall review each Draft in the amount of $5,000 or more in the
batch presented to its Sub-Agent on each Banking Day, for purposes of comparing
the signature(s) contained on the Draft against the applicable signature cards
furnished to IFTC by the Fund with respect to the Shareholder whose name(s) is
printed on such Draft, and to determine whether the Draft contains the purported
signature of all parties required by the applicable signature card. IFTC will
also review each such Draft for evidence of any "material alteration" (as
defined in the Uniform Commercial Code of the State of Missouri) to the Draft.
If, based upon such inspection, IFTC determines that the signature on a Draft
appears different from that on the respective signature card, or that there is
evidence of material alteration, IFTC shall so notify Fund in accordance with
the provisions of Section 6 below (by listing the Draft on the "Notification of
Proposed Dishonor") , shall send Fund a copy of such Draft and the applicable
signature card (if any) held by IFTC, and shall inform Fund that IFTC proposes
to dishonor the Draft for that reason. Unless IFTC is instructed by Fund in
accordance with the timetable and provisions of Section 6 below to honor such
Draft, IFTC is deemed to be authorized and instructed by Fund to dishonor each
such Draft on such Notification of Proposed Dishonor on the following Banking
Day and return it through such procedures and methods as IFTC deems proper.
The Fund acknowledges and agrees that the only duty or standard of care
that IFTC shall have with respect to comparison of signatures and determination
of material alterations, whether hereunder or under any provision of applicable
law, shall be to exercise reasonable care in an effort to determine that the
signature(s) on each Draft of $5,000 or more drawn on an account for which IFTC
has been provided a signature card reasonably appears to be the same as those
appearing on the respective signature card(s), and that the Draft does not
contain any obvious evidence of a material alteration. It is agreed that if IFTC
uses reasonable care in carrying out

-3-

<PAGE>

such duties, it shall have no liability even if it is subsequently established
that there was a forgery or alteration on a Draft. Notwithstanding anything
contained above to the contrary, it is expressly agreed and understood that IFTC
shall have no duty or obligation whatsoever to review any Draft for signature
verification or material alteration if such Draft purports to be drawn in an
amount of less than $5,000 or if IFTC has not been provided a signature card for
all Shareholders whose name(s) appear on such Draft. IFTC is authorized and
instructed to cause each Draft under $5,000 to be honored and paid unless
instructed otherwise through an Exception Report or effective stop payment order
furnished to it pursuant to the provisions of, and within the deadlines
established by, this Agreement. IFTC shall also have no responsibility or
liability whatsoever with respect to the genuineness, effectiveness, sufficiency
or existence of any endorsements on any Draft, regardless of amount.
5. Stop Payment Orders. The Fund may send IFTC a stop payment order
with respect to any Draft. The Fund may also -instruct its Shareholders to send
directly to IFTC any stop payment orders that the Shareholder may wish to make
effective with respect to a Draft drawn by such Shareholder.
If IFTC receives a stop payment order from the Fund or from a
Shareholder, it is authorized to, and shall, act upon the stop payment order in
accordance with the following terms and conditions. Each stop payment order must
contain the following information: the name and number of the Fund on which the
Draft was drawn, the Draft number, the Shareholder's name and number that
appears on the Draft, the amount and date of the Draft, and such other
information as IFTC may reasonably from time to time request. Any stop payment
order received by IFTC in writing shall be effective for a period of six months,
and any stop payment order received by telephone shall be effective only for 14
days unless written confirmation of same is received within such 14 day period,
in which case the total effective period of the stop order payment shall be six
months. Any stop payment order received by IFTC on a Banking Day prior to 10:30
a.m. Central Time shall become effective on the same Banking Day; a stop payment
order received by IFTC after 10:30 a.m. Central Time shall not become effective
until the following Banking Day.

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<PAGE>

Notwithstanding the foregoing, IFTC is authorized, but not ,obligated,
to waive any requirement set forth above with respect to a stop payment order
and to act on any stop payment order that does not fully comply with the above
requirements, irrespective of whether the stop payment order has yet become
effective pursuant to the foregoing provisions. If a Daily Report reflects a
Draft with respect to which there is outstanding an effective stop payment order
or a stop payment order that IFTC has elected to honor (notwithstanding its
effectiveness or non-compliance with the requirements of this Section 5), IFTC
will so notify Fund either in the respective Daily Report or by separate
notification.
6. Notification of Dishonored Items and Items for Which no Signature
Card was Furnished. As early as reasonably possible each Banking Day IFTC shall
notify Fund of each Draft presented to it on the preceding Banking Day
(identifying it by Fund number, Shareholder number, date and amount) that it
proposes to dishonor as a result of the examination and review to be conducted
by it pursuant to the provisions of Section 4 above, or as a result of its
receipt of a stop payment order relating to such Draft, or as a result of its
not having been furnished with a signature card for the Shareholder(s) whose
name(s) appear on such Draft. Such notification ("Notification of Proposed
Dishonor") shall be by telephone or facsimile device sent to such place as the
Fund shall specify from time to time. A copy of the Draft and any signature card
applicable to the Shareholder whose name(s) are printed thereon that Bank has in
its possession shall also be sent to Fund at the same time. If IFTC receives
notice from the Fund pursuant to the provisions of Section 7 below or otherwise
notifying IFTC to honor a Draft notwithstanding the fact that IFTC had proposed
to dishonor it, Fund shall be deemed to have unconditionally honored and
approved the Draft for payment, and IFTC is authorized to cause the Draft to be
honored, and the Fund agrees to reimburse IFTC with respect to such Draft in
accordance with the schedule and procedures set forth in Section 10 hereof. If
by the later of (i) one hour after IFTC has given the Fund the Notification of
Proposed Dishonor or (ii) 10:30 a.m. Central Time on such Banking Day, Fund has
not notified IFTC pursuant to the provisions of Section 7 below or otherwise to
honor and pay such Draft, IFTC shall be deemed to be authorized and instructed
to dishonor the Draft.

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<PAGE>

7. Exception Report. Provided IFTC has met the deadline set forth in
Section 3 for transmission of the relevant Daily Report, no later than 10:30
a.m. Central Time each Banking Day (or, in the case of exceptions to the
Notification of Proposed Dishonor, no later than the time specified in the
immediately preceding Section) , the Fund shall, either by electronic data
transmission or written notice, deliver to IFTC a listing (the "Exception
Report") identifying each Draft listed in the Daily Report received by the Fund
with respect to the immediately-preceding Banking Day that the Fund desires to
dishonor and specifically identifying each Draft listed in the latest
Notification of Proposed Dishonor that Fund desires to have honored. Each Draft
shall be identified by the Fund number, Shareholder number, amount, date, Draft
number and such other information as IFTC may require from time to time. IFTC is
authorized and directed to cause all Drafts identified on each Exception Report
to be dishonored or honored, as Fund has indicated, and IFTC shall have no duty
to confirm, investigate or -take any other action with respect to any Draft
listed on the Exception Report, or to determine whether the dishonoring or
honoring of such Draft is appropriate under the circumstances.
8. Dishonor. Each Banking Day, IFTC shall initiate procedures to
dishonor and return all Drafts listed on the Daily Report sent by it to the Fund
with respect to the previous Banking Day, which: (i) were listed on the
Exception Report received by IFTC on such Banking Day as being Drafts to be
dishonored, (ii) for which stop payment orders became effective or on which IFTC
elected to act pursuant to its authority set forth in Section 5 hereof, or (iii)
which were listed on the Notice of Proposed Dishonor sent by IFTC to Fund and
for which IFTC did not receive an Exception Report or other notification
authorizing and instructing IFTC to honor such Drafts. All such Drafts will be
returned by IFTC with such notation as IFTC may from time to time deem
appropriate. IFTC will provide direct notice of dishonor to the depository bank
for each dishonored Draft if such notice is required pursuant to Regulation CC
of the Board of Governors of the Federal Reserve System.
9. Payment. Except for Drafts to be dishonored and returned by IFTC
pursuant to Section 8 above, all Drafts reflected on a Daily Report shall be
deemed to be unconditionally approved by the Fund for payment as of 10:30 a.m.
Central Time on the Banking Day immediately following the Banking Day as of
which the Daily Report reflecting such Draft was

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<PAGE>

prepared. IFTC is authorized, as Fund's agent, to cause all such approved Drafts
(the "Approved Drafts") to be paid and settled, and Fund shall pay to IFTC in
accordance with the procedures and schedule set out in Section 10 hereof, all
sums required to fully reimburse IFTC for all amounts paid by IFTC in connection
with the settlement and payment of all Approved Drafts. Fund acknowledges and
agrees that its reimbursement obligation to IFTC is absolute, and that it will
reimburse IFTC irrespective of whether Fund is able to obtain payment from its
shareholder and irrespective of whether such shareholder has adequate funds or
shares in his/her account with Fund to facilitate such payment to Fund.
10. Settlement. IFTC shall establish an agency settlement account (the
"Settlement Account") at IFTC over which IFTC has the sole power of withdrawal.
IFTC is authorized to debit the Settlement Account to effect payment of all
reimbursements, payments and other sums due it from Fund from time to time. No
later than 10:30 a.m. Central Time each Banking Day, the Fund shall transfer
immediately-available funds to the Settlement Account in an amount equal to the
Settlement Amount reflected in the Daily Report received by Fund with respect to
the immediately-preceding Banking Day, and IFTC is authorized to immediately
debit the Settlement Account an amount equal to such Settlement Amount. The
parties agree and understand that such debit is to be treated as preliminary
settlement with respect to the Drafts reflected on such Daily Report, and that
as a result of one or more of such Drafts being subsequently dishonored or other
occurrences, adjustments to such preliminary settlement may be required.
With respect to each Draft for which preliminary settlement was
received by IFTC pursuant to the immediately-preceding paragraph and which was
subsequently dishonored and returned pursuant to the provisions of Section 8
hereof, IFTC shall reimburse the Fund the amount of such Draft as soon as IFTC's
Sub-Agent receives reimbursement therefor from the Federal Reserve Bank of
Kansas City.
11. Settlement Account. In the event that Fund fails to transfer funds
to the Settlement Account in the full amount of the Settlement Amount, IFTC is
authorized to dishonor and return one or more of the Drafts (in such order as
IFTC may in its discretion determine) to

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<PAGE>

which such Settlement Amount relates, to the extent that the balance of the
Settlement Account is insufficient to reimburse IFTC for such Drafts.
12. Overdrafts. Notwithstanding the fact that the balance in the
Settlement Account may be insufficient to enable IFTC to effect a debit
sufficient to reimburse IFTC for the payment of all Drafts reflected on a Daily
Report, IFTC may nevertheless in its sole discretion elect to honor and cause to
be paid all such Drafts reflected on the Daily Report that are otherwise deemed
to have been honored and accepted by Fund, by advancing IFTC's own funds. In
such event, Fund shall immediately pay to IFTC the amount of such deficiency,
together with a "Lost Earnings Feel' as provided for in the fee schedule set
forth on Exhibit A attached hereto and incorporated herein, as such Exhibit A
may from time to time be amended. IFTC shall be entitled to offset the amount
owed for any overdraft against any other monies of Fund held by IFTC.
13. Return of Drafts. All Approved Drafts shall be held by IFTC and
sent to Fund or, if Fund so instructs IFTC, to the respective Shareholder, on a
monthly basis.
14. Processing Fee. IFTC shall bill Fund, and Fund shall pay to IFTC,
on a monthly basis, all charges and fees applicable to IFTC's performance
hereunder in accordance with the aforesaid fee schedule.
15. Indemnification. Fund shall indemnify IFTC and hold IFTC harmless
from all liability, claims, losses, damages, expenses (including reasonable
attorneys' fees and disbursements incurred by IFTC in resisting claims for which
IFTC is indemnified hereunder or incurred by IFTC in enforcing the Fund's
obligations and agreements hereunder), suits and demands of every kind which may
be incurred by IFTC or that may be asserted against IFTC: (i) by Fund, any
Shareholder, any payee or endorser or endorsee or holder of any Draft, or any
other person or entity whomsoever, with respect to any Draft subject to this
Agreement or any Shareholder or any act or failure to act by the Fund or IFTC
under this Agreement, (ii) as a result of IFTC's causing any Draft to be honored
and paid, or to be dishonored, whether or not at the instruction or direction of
the Fund, in accordance with its authorization hereunder, or (iii) in connection
with any action taken or not taken by IFTC in accordance with this Agreement
with regard to a stop payment order received by it; provided, however, that the
Fund shall have no

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<PAGE>

obligation to indemnify or hold IFTC harmless to the extent any such claim
arises out of negligence or willful misconduct or breach -of this Agreement by
IFTC.
IFTC shall indemnify Fund and hold Fund harmless from and against all
liabilities, claims, losses, suits and damages of any kind whatsoever which may
be incurred by or assessed against Fund as a result of (i) any act or failure to
act by IFTC which is in violation of the terms of this Agreement, or (ii) the
failure of IFTC to exercise the degree of care required by Section 4 with
respect to the duties of IFTC set forth therein or its negligence in the
performance of its other duties under this Agreement, or (iii) IFTC's willful
misconduct.
16. Special Damages. In no event shall either party be liable to the
other hereunder with respect to any consequential, incidental or punitive
damages or awards; provided, however, that the foregoing shall not affect the
obligation of either party (the "indemnifying party") to indemnify the other
(the "indemnified party") for damages or awards, however denominated, which the
indemnified party must pay to shareholders or other third parties as a result of
occurrences or circumstances which otherwise give rise to an obligation of the
indemnifying party to indemnify the indemnified party pursuant hereto.
17. Confidentiality. IFTC and Fund shall each have the right, in
accordance with applicable law, to record any and all communications and verbal
instructions as may be given by one of them to the other or by any Shareholder
during any telephone conversations. Fund shall immediately deliver to IFTC all
signature cards and copies of agreements and other relevant records (if any)
maintained by Fund with respect to Shareholders as may be necessary to IFTC in
performance of its obligations under this Agreement. IFTC shall be entitled to
rely conclusively on the completeness and correctness of such signature cards,
agreements and records, and Fund shall indemnify and hold IFTC harmless of and
from any and all expenses, damages and losses to the extent, but only to the
extent, they arise out of or in connection with any error, omission, inaccuracy
or other deficiency of or from such signature cards, agreements and records, or
from the failure of Fund to provide any signature card, agreement or record or
other information needed by IFTC to knowledgeably perform its functions
hereunder. IFTC agrees that all signature cards, agreements, records and
Shareholder lists and other compilations of the names or addresses of
Shareholders compiled or to which it has access during the term of this
Agreement

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<PAGE>

are the property of the Fund and shall be used by IFTC solely for the purpose of
performing services under and relating to this Agreement, and that it will not
prepare, compile and utilize a list of Shareholders for any other purpose.
18. Assignment. This Agreement shall be binding upon and inure to the
benefit of successors and permitted assigns of each party hereto, provided,
however, that neither party may assign this Agreement or any of its rights or
obligations hereunder without the prior written consent of the other, which
consent shall not be unreasonably withheld.
19. Governing Law; Time. This Agreement is entered into, and shall be
governed by and construed in accordance with, the laws of the State of Missouri,
as amended from time to time.
20. Notices. Any notice which may be given under or in connection with
this Agreement, other than the reports, notifications and notices specifically
provided for in the preceding sections of this Agreement and any other notices
where the timing or method or effective time or means of giving such notice is
expressly provided for herein, may be given and shall be effective three days
from the day deposited in the mail, certified or registered postage prepaid,
addressed as follows:
If to IFTC: Investors Fiduciary Trust Company
127 West 10th Street
Kansas City, Missouri 64105-1716
Attn: Moneycard Manager
If to Fund: Mentor Funds
901 East Byrd Street
Richmond, Virginia 23219
Attn: Paul F. Costello
or to any other address of the respective party for which notice has been given
by such party to the other party pursuant to the provisions hereof.
21. Term. Unless sooner terminated pursuant to the following
provisions, the initial term of this Agreement shall be for a period of one year
from the effective date hereof. Thereafter, the Agreement shall remain in effect
until terminated by either party hereto by the giving of six months' advance
notice of termination to the other party. Upon the occurrence of a material
default by either party hereunder in the performance of its respective duties
and

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<PAGE>

obligations under this Agreement and a failure to correct the condition or
pattern of conduct which resulted in such default -within 30 days after
receiving written notice of same to the satisfaction of the party giving such
notice, the party giving such notice of default may at any time thereafter
immediately terminate this Agreement, reserving all rights and remedies it may
have available hereunder or under applicable law. Either party shall
additionally have the right to immediately terminate this Agreement in the event
that the Federal Reserve Bank of Kansas City or IFTC's Sub-Agent is no longer
able to deliver Drafts to IFTC's Sub-Agent or to IFTC on a schedule which would
reasonably permit IFTC to give the notifications and deliver the notices and
Drafts and other data and take the other actions required herein in accordance
with the deadlines set forth or required herein, or if IFTC is unable, as a
result of any other change in circumstances not under its control, to perform in
accordance with the timetables and deadlines set forth herein. Additionally,
IFTC may immediately terminate this Agreement upon giving written notice to the
Fund in the event that the Fund uses any form of Draft in connection with this
Agreement that has not been previously approved by IFTC.
22. Effect of Termination. In the event this Agreement is terminated,
IFTC shall have the right at all times thereafter to return all Drafts received
by it or its Sub-Agent after the effective date of termination, and may mark
such Drafts as being dishonored by the Fund, or in IFTC's sole discretion, may
bear such other notations as IFTC deems appropriate. The respective rights and
obligations of the respective parties hereto with respect to Drafts that are
received by IFTC or its Sub-Agent prior to termination shall continue in effect
notwithstanding such termination. Each party's undertakings and agreements of
indemnification set forth herein or otherwise shall survive any termination of
this Agreement. Upon any termination of this Agreement, IFTC and Fund shall
immediately discuss procedures by which any Drafts that may thereafter be issued
by one or more Shareholders (irrespective of whether such Shareholders were
instructed to discontinue using such Drafts) may be processed in a manner to
reduce the inconvenience of the Fund and its Shareholders, it being understood
and agreed, however, that IFTC shall have no duty or obligation to undertake any
course of action or activity unless it elects to do so in its sole discretion,
reasonably exercised; provided, however, that IFTC shall take reasonable steps
reasonably requested by Fund to avoid substantial inconvenience to the Fund

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<PAGE>

and its shareholders if such termination was as a result of IFTC's breach or
inability to perform any of its obligations hereunder, provided that such steps
do not involve any unreasonable burden or inconvenience for IFTC, IFTC is
reasonably able to perform such steps, and that the Fund agrees to compensate
IFTC reasonably therefor.
23. Force Majeure. In the event that either party fails to perform its
obligations under this Agreement in whole or in part as a consequence of acts of
God, fire, explosion, public utility failure, accident, strike, flood, embargo,
war, nuclear disaster, riot or civil insurrection, such failure to perform shall
not be considered a breach of this Agreement during the period of disability. In
the event of any force majeure occurrence set forth in this section, the
disabled party shall use its best efforts to meet its obligations as set forth
in the Agreement and shall promptly and in writing advise the other party of its
inability to perform due to such event, the expected duration of such inability,
and any developments (or changes therein) that appear likely to affect the
liability of that party to perform. If a party remains unable to perform due to
a continuation of the occurrence for a period of 30 continuous days, the other
party shall thereupon have the right to immediately terminate this Agreement,
reserving all of its rights and remedies. Without limitation on the foregoing,
it is expressly agreed that if the Fund is, by reason of the occurrence of an
event of force majeure described herein, unable to provide the Exception Report
required by Section 7 hereof or any other data or information or notices to IFTC
according to the timetable provided therein, IFTC is authorized to cause all
Drafts reflected on the relevant Daily Report to be honored and paid as if such
Exception Report had been transmitted to it by the Fund and reflected that no
Drafts were to be dishonored.
24. Obligations of Portfolios; Declaration of Trust. The parties agree
that this Agreement shall constitute a separate and discrete agreement between
IFTC and each Fund, as if set out in a separate writing executed by IFTC and
Mentor Funds on behalf solely of that Fund alone, and no other series of shares
of Mentor Funds shall have any obligation or incur any liability under or in
respect of such agreement. Any reference in this Agreement to a "Fund" shall be
construed so as to give effect to the foregoing.

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<PAGE>

IN WITNESS WHEREOF, Fund and IFTC have caused this Agreement to be
executed by their duly authorized officers as of the day and year first above
written.
"FUND"

--------------------------------
Mentor Funds
By:
Title:

"IFTC"

-------------------------------
Investors Fiduciary Trust Company
By:
Title:

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Exhibit 15(ii)

EXHIBIT A

Class of Shares 12b-1 Fee
--------------- ---------

Mentor Growth Portfolio B 0.75%
Mentor Capital Growth Portfolio B 0.75%
Mentor Strategy Portfolio B 0.75%
Mentor Income and Growth Portfolio B 0.75%
Mentor Perpetual Global Portfolio B 0.75%
Mentor Quality Income Portfolio B 0.50%
Mentor Municipal Income Portfolio B 0.50%
Mentor Short-Duration Income Portfolio B 0.30%
Mentor Balanced Portfolio B 0.75%
Mentor Growth Opportunities Portfolio B 0.75%
Mentor High Income Portfolio B 0.50%
Mentor Asset Allocation Portfolio B 0.75%
Mentor Inst. U.S. Gov. MM Portfolio Retail 0.38%
Mentor Institution MM Portfolio Retail 0.38%
Mentor Inst. Tax-Exempt MM Portfolio Retail 0.33%

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